Polestar Automotive Holding UK Ltd SEC Filings

Banco Bilbao Vizcaya Argentaria S.A. (BBVA) reports a passive ownership position in Polestar Automotive Holding UK PLC of 7,755,946 Class A ADSs, representing 8.4% of the class as of 12/23/2025. Each Class A ADS represents 30 Class A ordinary shares.

BBVA has sole power to vote and dispose of all 7,755,946 ADSs, with no shared voting or dispositive power. The stake size is calculated based on 2,745,231,600 Class A shares in the form of 91,507,720 Class A ADSs and assuming conversion of 29,892,570 Class B shares into Class A shares. BBVA also has a put option with Geely Sweden Automotive Investment AB that allows the ADSs to be sold to Geely under pre-agreed terms.

BBVA certifies that the securities were not acquired to change or influence control of Polestar, consistent with a passive investment stance.

Polestar Automotive Holding UK PLC major shareholders led by Zhejiang Geely and Volvo have updated their ownership filing and disclosed new financing and option arrangements. Eric Li reports beneficial ownership of 63,831,97669.0% of the class based on 91,507,722 Class A ADSs and 996,419 Class B ADSs outstanding as of December 23, 2025. Other group entities, including Volvo Car Corporation and Geely Sweden affiliates, report stakes ranging from 13.7% to 36.7%.

The filing details a USD 600,000,000 term loan facility from Geely Sweden Automotive Investment AB, with USD 300,000,000 committed and USD 300,000,000 uncommitted. The loan is for general corporate purposes, repayable six months after utilization, and may be converted into Polestar shares at a price based on the average NASDAQ closing price over five trading days before a conversion notice, subject to regulatory approvals. The filing also notes closing of a previously disclosed PIPE transaction and new put option arrangements between PSD Investment Limited and Geely Sweden Automotive Investment AB.

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.

Polestar Automotive Holding UK PLC reported two major balance sheet actions. The company agreed to a private investment in public equity, selling 15,511,892 Class A American Depositary Shares to Banco Bilbao Vizcaya Argentaria and NATIXIS for an aggregate USD 300,000,000, at USD 19.34 per ADS. No single purchaser will hold more than 10% of Polestar’s equity after closing, which is expected by December 23, 2025.

In parallel, Polestar’s key shareholder Geely Sweden Automotive Investment AB agreed to convert approximately USD 300,000,000 of outstanding principal and interest under a term facility into equity after required regulatory approvals. The purchasers of the ADSs have three‑year put options, guaranteed by Geely Sweden, allowing them to sell their PIPE-acquired ADSs to Geely’s subsidiary at a pre‑set price during a later exercise period, with provisions for early exercise or settlement in certain events.

Polestar Automotive Holding UK PLC submitted a Form 6-K to announce that it has issued a press release setting the implementation date for a previously disclosed change in the ratio of its Class A, Class B, Class C-1 and Class C-2 American Depositary Shares to the corresponding ordinary shares. The filing mainly serves as a notice that the timing of this ADS-to-ordinary-share ratio adjustment has now been scheduled.

The company also states that this report and the attached press release are incorporated by reference into its existing Form S-8 and two Form F-3 registration statements, meaning the ADS ratio change information becomes part of those offering documents.

Polestar Automotive Holding UK PLC reported that it plans to implement a ratio change between its American Depositary Shares (ADSs) and its ordinary shares. The update applies to Class A, Class B, Class C-1 and Class C-2 ADSs and the corresponding ordinary shares.

The company disclosed this via a press release furnished as Exhibit 99.1 to this Form 6-K.

Polestar Automotive Holding UK PLC submitted a Form 6-K to provide investors with access to a press release that contains selected unaudited financial and operational information for the fiscal quarter ended September 30, 2025. The company states that this information was released on November 12, 2025, and is attached as Exhibit 99.1.

The company also clarifies that the press release is being furnished rather than filed, meaning it is not subject to certain liability provisions of U.S. securities law and is not automatically incorporated into other securities filings.

Polestar Automotive Holding UK PLC reported it received a notice from Nasdaq for not meeting the $1.00 minimum bid price requirement under Nasdaq Listing Rule 5450(a)(1). The company disclosed this via a Form 6-K and attached a related press release as Exhibit 99.1.

The notice indicates Polestar’s share price has fallen below Nasdaq’s required threshold. The filing does not describe further actions or outcomes; it simply records receipt of the notice and provides the press release for reference.

Polestar Group reported material liquidity stress and operating losses. For the six months ended June 30, 2025 the Group recorded a net loss of $1,193,079, compared with $543,878 in the prior-year period, with negative operating cash flows of $497,652 and negative investing cash flows of $321,675. As of June 30, 2025 Polestar had net current liabilities of $2,988,223.

The Group recorded a $739,347 impairment related to the Polestar 3 cash-generating unit, and management identified a material uncertainty about Polestar's ability to obtain sufficient financing and comply with financial covenants. Management has pursued financing and covenant amendments, including a $200.0 million private investment in public equity, amendments to club loan covenants that preserved compliance at June 30, 2025, and subsequent working capital loans secured by Geely. The statements were prepared on a going concern basis but note the risk that failure to secure additional financing could require curtailment of development and commercialization activities.