Polestar (NASDAQ: PSNY) reveals Geely control, PIPE ADS sale and $300M conversion

Rhea-AI Filing Summary

Polestar Automotive Holding UK PLC received a significant ownership and financing update in this amended Schedule 13D. Eric Li is reported to beneficially own 63,831,976 Class A American Depositary Shares, representing 82.9% of the class. Other reporting entities linked to Geely and Volvo report stakes including 33,949,660 ADSs (44.1%) for PSD Investment Limited and 12,677,431 ADSs (16.5%) for Volvo-related entities, all based on 75,995,830 Class A ADSs and 996,419 Class B ADSs outstanding as of December 19, 2025.

The filing describes a private investment in public equity where Polestar agreed to sell 15,511,892 Class A ADSs to two banks, combined with three-year put option and guarantee arrangements with Geely-affiliated entities. It also discloses a conversion agreement under which a Geely subsidiary agreed to convert about 300,000,000 of term loan principal and interest into equity after regulatory approvals, reducing Polestar’s debt while increasing Geely’s equity exposure.

Insights

Equity ownership and capital structure analyst

Filing details Geely/Volvo control, a PIPE, and a large debt-to-equity conversion.

The amendment shows Eric Li and affiliated Geely/Volvo entities holding very high stakes in Polestar, with Eric Li reported at 82.9% of Class A ADSs based on 75,995,830 Class A ADSs and 996,419 Class B ADSs outstanding as of December 19, 2025. This signals concentrated control, which can shape strategic and governance decisions within the company.

The document also describes a PIPE in which Polestar agreed to sell 15,511,892 Class A ADSs to two financial institutions, paired with three-year put options and guarantees involving Geely Sweden Automotive Investment AB and Geely Sweden Holdings AB. These options permit the purchasers to sell the ADSs back at a pre-determined price under certain conditions, indicating structured downside protection for those investors.

Additionally, a Geely subsidiary agreed to convert about 300,000,000 of outstanding principal and interest under a term facility into equity, after required approvals. This reduces debt and increases equity financing from a key shareholder. The actual impact on ownership levels and future governance will depend on the timing and final terms once the conversion is completed.

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Accepted by SEC EDGAR 12/19/2025 - 04:18 PM Learn about SEC filing dates

FAQ

What change in ownership does this Polestar (PSNY) Schedule 13D/A disclose?

The filing reports Eric Li beneficially owning 63,831,976 Class A ADSs, or 82.9% of the class, with additional large positions held by Geely- and Volvo-related entities such as PSD Investment Limited at 33,949,660 ADSs (44.1%) and Volvo-related entities at 12,677,431 ADSs (16.5%). All percentages are based on 75,995,830 Class A ADSs and 996,419 Class B ADSs outstanding as of December 19, 2025.

What PIPE financing does Polestar (PSNY) enter into in this amendment?

Polestar agreed to sell an aggregate of 15,511,892 Class A American Depositary Shares to Banco Bilbao Vizcaya Argentaria, S.A. and NATIXIS through a private investment in public equity (PIPE), as described in securities purchase agreements dated December 19, 2025.

How do the put option and guarantee arrangements affect the Polestar (PSNY) PIPE investors?

Each PIPE investor entered into a three-year put option, extendable by one year by mutual consent, with Geely Sweden Automotive Investment AB, guaranteed by Geely Sweden Holdings AB. These options allow the investors to sell the Class A ADSs acquired in the PIPE back to Geely Sweden Automotive Investment AB at a pre-determined price, including in certain earlier trigger events such as a delisting or specified defaults.

What debt-to-equity conversion is described for Polestar (PSNY)?

The filing states that Geely Sweden Automotive Investment AB agreed in a Conversion Agreement to convert approximately 300,000,000 of outstanding principal and interest under a November 8, 2023 term facility into equity in Polestar. The conversion is expected to be completed after necessary regulatory approvals.

What outstanding share base is used for the ownership percentages in this Polestar (PSNY) filing?

Ownership percentages are calculated using 75,995,830 Class A ADSs and 996,419 Class B ADSs issued and outstanding as of December 19, 2025, after an ADS ratio change to one ADS representing 30 ordinary shares.

What ADS ratio change does Polestar (PSNY) report in this amendment?

On December 9, 2025, Polestar implemented an ADS ratio change so that each Class A, Class B, Class C-1 and Class C-2 American Depositary Share now represents 30 ordinary shares, instead of the previous ratio of one ADS to one ordinary share. Beneficial ownership in the filing is presented on this post-change basis.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)

Polestar Automotive Holding UK PLC

(Name of Issuer)

Class A American Depositary Shares, Class A Ordinary Shares, par value $0.01 each

(Title of Class of Securities)

731105201

(CUSIP Number)

Zhejiang Geely Holding Group
No. 1760 Jiangling Road, Binjiang District
Hangzhou, F4, 310051
86 (571) 2809 8282

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

12/19/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 731105201

1

Name of reporting person

Eric Li

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 72,799,747.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 63,831,976.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

63,831,976.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

82.9 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 731105201

1

Name of reporting person

Volvo Car Corporation

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

SWEDEN

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 12,677,431.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 12,677,431.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

12,677,431.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

16.5 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 731105201

1

Name of reporting person

PSD Investment Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 42,917,431.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 33,949,660.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

33,949,660.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

44.1 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 731105201

1

Name of reporting person

PSD Capital Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 42,917,431.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 33,949,660.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

33,949,660.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

44.1 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 731105201

1

Name of reporting person

Snita Holding B.V.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NETHERLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 12,677,431.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 12,677,431.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

12,677,431.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

16.5 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 731105201

1

Name of reporting person

Volvo Car AB

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

SWEDEN

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 12,677,431.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 12,677,431.00

11

Aggregate amount beneficially owned by each reporting person

12,677,431.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

16.5 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 731105201

1

Name of reporting person

Geely Sweden Holdings AB

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

SWEDEN

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 29,882,316.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 29,882,316.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

29,882,316.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

38.8 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 731105201

1

Name of reporting person

Shanghai Geely Zhaoyuan International Investment Co., Ltd

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 29,882,316.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 29,882,316.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

29,882,316.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

38.8 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 731105201

1

Name of reporting person

Beijing Geely Wanyuan International Investment Co., Ltd

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 29,882,316.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 29,882,316.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

29,882,316.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

38.8 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 731105201

1

Name of reporting person

Beijing Geely Kaisheng International Investment Co., Ltd

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 29,882,316.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 29,882,316.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

29,882,316.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

38.8 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 731105201

1

Name of reporting person

Zhejiang Geely Holding Group Company Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 29,882,316.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 29,882,316.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

29,882,316.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

38.8 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 731105201

1

Name of reporting person

Geely Sweden Automative Investment B.V.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NETHERLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 16,738,542.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 16,738,542.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

16,738,542.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

21.7 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A American Depositary Shares, Class A Ordinary Shares, par value $0.01 each
(b)	Name of Issuer: Polestar Automotive Holding UK PLC
(c)	Address of Issuer's Principal Executive Offices: Assar Gabrielssons Vag 9, Gothenburg, SWEDEN , 405 31.
Item 1 Comment: This Amendment No. 8 to Schedule 13D ("Amendment No. 8") amends and supplements the Statement on Schedule 13D filed with the United States Securities and Exchange Commission on July 7, 2022 (as amended to date, the "Statement"), relating to Class A ordinary shares, par value $0.01 per share (the "Class A Shares"), of Polestar Automotive Holding UK PLC, a limited company incorporated under the laws of England and Wales (the "Issuer"). Capitalized terms used herein without definition shall have the meaning set forth in the Statement.
Item 4.	Purpose of Transaction
	Item 4 of the Statement is hereby amended and supplemented by inserting the following: PUT OPTIONS AND GUARANTEE AGREEMENTS On December 19, 2025, Polestar Automotive Holding UK PLC (the "Issuer") entered into securities purchase agreements (collectively, the "Purchase Agreements") with each of Banco Bilbao Vizcaya Argentaria, S.A. and NATIXIS (each, a "Purchaser" and collectively, the "Purchasers"), pursuant to which the Issuer agreed to sell an aggregate of 15,511,892 Class A American Depositary Shares (the "Class A ADS") to the Purchasers through a private investment in public equity ("PIPE"). Concurrent with the entry into the Purchase Agreements, the Purchasers have each entered into a put option arrangement (each a "Put Option" and collectively, the "Put Options") with Geely Sweden Automotive Investment AB ("GSAI"), whose obligations under the Put Options are guaranteed (collectively, the "Guarantees") by Geely Sweden Holdings AB ("Geely Sweden"). GSAI is a wholly owned subsidiary of Geely Sweden. Each Put Option carries a three-year term and is extendable by one-year subject to mutual consent. Each Put Option allows the relevant Purchaser to sell the Class A ADSs acquired from the PIPE to GSAI at the end of the term at a pre-determined price to the extent such Purchaser has not disposed of such Class A ADSs before the end of the term. Upon the occurrence of certain events (e.g., delisting of the Issuer, acceleration of credit facilities of the Issuer and certain events of defaults by GSAI or Geely Sweden), a Purchaser could exercise its Put Option before the maturity date. In addition, GSAI can choose to early settle the Put Options in certain circumstances. The foregoing descriptions of the Put Options and the Guarantees do not purport to be complete, and are qualified in their entirety by reference to the form of each such agreement, which are attached as exhibits to this Schedule 13D and incorporated herein by reference. CONVERSION AGREEMENT Also on December 19, 2025, GSAI and the Issuer entered into a conversion agreement (the "Conversion Agreement") pursuant to which GSAI has agreed to convert approximately USD 300,000,000 of its outstanding principal and interest owed by the Issuer under the Term Facility Agreement, dated November 8, 2023, into equity. This conversion is expected to be completed after receipt of any necessary regulatory approvals. Upon signing of the Conversion Agreement and prior to completion of the conversion, it is expected that GSAI will transfer its rights under the Conversion Agreement to Geely Sweden Automotive Investment B.V. by means of a capital contribution.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of the Statement is hereby amended and restated in its entirety as follows: The information contained on the cover pages to this Statement is incorporated herein by reference. The percentages of beneficial ownership set forth herein are based on 75,995,830 Class A ADSs and (ii) 996,419 Class B ADSs, issued and outstanding as of December 19, 2025. On December 9, 2025, the Company effected an ADS ratio change, pursuant to which the Issuer's Class A, Class B, Class C-1 and Class C-2 American Depositary Shares (collectively, the "ADSs") ratio to the respective Class A, Class B, Class C-1 and Class C-2 ordinary shares (the "ADS Ratio") changed from the ADS Ratio of one ADS to one (1) ordinary share, to the new ADS Ratio of one ADS to 30 ordinary shares (the "ADS Ratio Change"). The reporting person's beneficial ownership reported herein is presented on a post-ADS Ratio Change basis.
(b)	Item 5(b) of the Statement is hereby amended and restated in its entirety as follows: The information contained on the cover pages to this Statement is incorporated herein by reference.
(c)	Item 5(c) of the Statement is hereby amended and supplemented as follows: Except as described in Item 4 of this Amendment No. 8, the Reporting Persons have not effected any transactions in the Issuer's Shares in the past 60 days.
(d)	None.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Statement is hereby amended and supplemented by inserting the following: Item 4 above summarizes certain provisions of the Put Options and the Guarantees and is incorporated herein by reference. A copy of the form of each agreement is filed as an exhibit to this Schedule 13D and incorporated herein by reference. Except as set forth herein, none of the Reporting Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Statement is hereby amended and supplemented by inserting the following: Exhibit 5: Form of Put Option Exhibit 6: Form of Guarantee

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Eric Li

Signature:	/s/ Eric Li
Name/Title:	Eric Li (Shufu Li)
Date:	12/19/2025

Volvo Car Corporation

Signature:	/s/ Hakan Samuelsson
Name/Title:	Hakan Samuelsson, Director
Date:	12/19/2025

Signature:	/s/ Helen Hu
Name/Title:	Helen Hu, Director & Authorized Signatory
Date:	12/19/2025

PSD Investment Limited

Signature:	/s/ Shufu Li
Name/Title:	Shufu Li, Sole Director
Date:	12/19/2025

PSD Capital Limited

Signature:	/s/ Shufu Li
Name/Title:	Shufu Li, Sole Director
Date:	12/19/2025

Snita Holding B.V.

Signature:	/s/ Fredrik Hansson
Name/Title:	Fredrik Hansson, Authorized Signatory
Date:	12/19/2025

Signature:	/s/ Helen Hu
Name/Title:	Helen Hu, Director
Date:	12/19/2025

Volvo Car AB

Signature:	/s/ Hakan Samuelsson
Name/Title:	Hakan Samuelsson, Director
Date:	12/19/2025

Signature:	/s/ Helen Hu
Name/Title:	Helen Hu, Director
Date:	12/19/2025

Geely Sweden Holdings AB

Signature:	/s/ Shufu Li
Name/Title:	Shufu Li, Director
Date:	12/19/2025

Signature:	/s/ Donghui Li
Name/Title:	Donghui Li, Director
Date:	12/19/2025

Shanghai Geely Zhaoyuan International Investment Co., Ltd

Signature:	/s/ Quang Zhang
Name/Title:	Quan Zhang, Director
Date:	12/19/2025

Beijing Geely Wanyuan International Investment Co., Ltd

Signature:	/s/ Quan Zhang
Name/Title:	Quan Zhang, Director
Date:	12/19/2025

Beijing Geely Kaisheng International Investment Co., Ltd

Signature:	/s/ Quan Zhang
Name/Title:	Quan Zhang, Director
Date:	12/19/2025

Zhejiang Geely Holding Group Company Limited

Signature:	/s/ Donghui Li
Name/Title:	Donghui Li, Legal Representative & Director
Date:	12/19/2025

Geely Sweden Automative Investment B.V.

Signature:	/s/ Per Ansgar
Name/Title:	Per Ansgar, Director
Date:	12/19/2025

Signature:	/s/ Quan Zhang
Name/Title:	Quan Zhang, Director
Date:	12/19/2025