ZEEKR (NYSE: ZK) merger closes as Geely buys out ADSs and delists

Rhea-AI Filing Summary

ZEEKR Intelligent Technology Holding Ltd has completed its previously disclosed merger and become a privately held company, now an indirect wholly owned subsidiary of Geely Automobile Holdings Limited. The total consideration for ZEEKR’s ordinary shares and American depositary shares (ADSs) in the merger was valued at approximately $2,398 million, based on cash consideration of $2.687 per ordinary share and $26.87 per ADS, with holders able to choose cash or Geely shares at set exchange ratios.

To help fund the deal, Geely entered into a short‑term facility agreement for up to $420 million, repayable 364 days after signing. As a result of the merger, all public ZEEKR shares and ADSs were cancelled or converted, the ADSs will be removed from the New York Stock Exchange, and ZEEKR plans to deregister and suspend its reporting obligations under the U.S. securities laws.

Positive

• None.

Negative

• ZEEKR ADSs to be delisted and deregistered: As a result of the merger, the ADSs will be removed from the NYSE, registration of the ordinary shares and ADSs will be withdrawn, and the company intends to suspend and ultimately terminate its reporting obligations under the Exchange Act, eliminating U.S. public market trading and standalone U.S. disclosure for ZEEKR equity.

Insights

Equity capital markets analyst

ZEEKR has been taken private by Geely, with NYSE delisting and U.S. deregistration following.

The merger closes with ZEEKR becoming an indirect wholly owned subsidiary of Geely Automobile Holdings Limited. The transaction values the ordinary shares and ADSs at approximately $2,398 million, using cash prices of $2.687 per ordinary share and $26.87 per ADS, with an alternative to receive Geely shares at fixed exchange ratios. This effectively transfers economic exposure from ZEEKR equity to either cash or Geely equity for former holders.

To support funding, Geely arranged a short-term facility of up to $420 million, available for drawdown for three months after signing and maturing 364 days after the facility date. The filing states that, after the merger, all publicly held ZEEKR shares and ADSs are cancelled or converted, the ADSs will be removed from the NYSE, and ZEEKR intends to terminate its U.S. reporting obligations under the Exchange Act.

These steps mean ZEEKR will no longer trade on a U.S. exchange and will cease periodic U.S. disclosures once deregistration is effective. From an investor perspective, public market exposure shifts away from ZEEKR toward Geely, and any future information about ZEEKR’s operations would be available through Geely’s reporting rather than standalone U.S. filings.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

ZEEKR Intelligent Technology Holding Ltd

(Name of Issuer)

Ordinary Shares, par value $0.0002 per share

(Title of Class of Securities)

98923K103

(CUSIP Number)

Mr. Cheung Chung Yan, David
Room 2301, 23rd Floor, Great Eagle Ctr, 23 Harbour Road, Wan Chai
Hong Kong, K3, 00000
(852) 2598 3333

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

12/22/2025

(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. 98923K103

1

Name of reporting person

Geely Automobile Holdings 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

5

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

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1.00

11

Aggregate amount beneficially owned by each reporting person

1.00

12

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

13

Percent of class represented by amount in Row (11)

100.0 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Each of row 8, 10 and 11 represents one ordinary share, par value $0.0002 per share (the "Ordinary Share"), of ZEEKR Intelligent Technology Holding Limited, an exempted company incorporated under the laws of the Cayman Islands (the "Issuer" or the "Company") directly held by Luckview Group Limited ("Luckview"), a limited company incorporated in the British Virgin Islands wholly owned by this Reporting Person, Geely Automobile Holdings Limited ("Geely Auto," together with Luckview, the "Reporting Persons"), as of the Effective Time (as defined below) as disclosed in Item 4 below. Geely Auto may be deemed to be the beneficial owner over the Ordinary Share directly held by Luckview. Row 13 represents the percentage that is calculated based on a total of one Ordinary Share of the Issuer issued and outstanding as of the Effective Time as disclosed in Item 4 below.

SCHEDULE 13D

CUSIP No. 98923K103

1

Name of reporting person

Luckview Group 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)

AF

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 0.00
8	Shared Voting Power 1.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1.00

11

Aggregate amount beneficially owned by each reporting person

1.00

12

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

13

Percent of class represented by amount in Row (11)

100.0 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Row 13 represents the percentage that is calculated based on a total of one Ordinary Share of the Issuer issued and outstanding as of the Effective Time as disclosed in Item 4 below.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares, par value $0.0002 per share
(b)	Name of Issuer: ZEEKR Intelligent Technology Holding Ltd
(c)	Address of Issuer's Principal Executive Offices: Rm2301 Bldg1, Dadao Wangchao Shangwu Ctr, Yingfeng Street, Xiaoshan District, Hangzhou, Zhejiang Province, CHINA , 311215.
Item 1 Comment: This Amendment No. 4 (this "Amendment No. 4") amends and supplements the Statement on Schedule 13D originally filed with the SEC on January 3, 2025 (as amended to date, the "Statement") and is being filed by (i) Geely Auto and (ii) Luckview in respect of the Ordinary Shares of the Issuer. Capitalized terms used herein without definition in this Amendment No. 4 shall have the meaning set forth in the Statement. CUSIP number 98923K103 has been assigned to the American depositary shares of the Issuer (the "ADSs"), which are quoted on the New York Stock Exchange under the symbol "ZK."
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Statement is hereby amended and supplemented by inserting the following: The total consideration for the Ordinary Shares and ADSs in connection with the Merger was valued at approximately $2,398 million (based on the cash consideration amount of $2.687 per Ordinary Share and $26.87 per ADS of the Issuer). Geely Auto will issue Geely Shares and use its cash on balance and debt financing to fund the acquisition of the Ordinary Shares and ADSs in the Merger. See "Item 4--Facility Agreement" for description of Facility Agreement (as defined below), which is incorporated by reference to this Item 3.
Item 4.	Purpose of Transaction
	Item 4 of the Statement is hereby amended and supplemented by inserting the following: Facility Agreement To finance part of the consideration payable in the Merger, Geely Auto as borrower entered into a short-term facility agreement (the "Facility Agreement") with a principal amount of up to US$420 million with a syndicate of banks and financial institutions as (each a "lender") as lenders, and Bank of China (Hong Kong) Limited acting as coordinator and agent. Under the terms of the Facility Agreement, the facility will be available for drawdown from (and including) the date of the Facility Agreement up to (and including) the date falling three months after the date of the Facility Agreement. The entire outstanding amount under the facility must be repaid on the date falling 364 days after the date of the Facility Agreement. Completion of Merger On December 22, 2025, the previously disclosed Merger closed and the Company and Merger Sub filed the plan of merger with the Registrar of Companies of the Cayman Islands on the same day. As a result of the Merger, the Company became a privately held company and an indirect wholly-owned subsidiary of Geely Auto. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"): (i) each Ordinary Share issued and outstanding immediately prior to the Effective Time (other than any Ordinary Share represented by the ADSs, Excluded Shares, Dissenting Shares and Purported Dissenting Shares (each as defined in the Merger Agreement)) was cancelled in exchange for the right to receive, at the option of the holder thereof, without any interest, either (a) US$2.687 in cash or (b) 1.23 ordinary shares of Geely Auto (the "Geely Shares"); and (ii) each ADS issued and outstanding immediately prior to the Effective Time (other than any Excluded Shares), together with the Ordinary Shares represented by such ADS, was cancelled in exchange for the right to receive, at the option of the holder thereof, without any interest, (a) US$26.87 in cash or (b) 12.3 Geely Shares, which will be delivered in the form of American depositary share each representing and exchangeable for twenty (20) Geely Shares. In addition, at the Effective Time, each Ordinary Share issued and outstanding immediately prior to the Effective Time held by Luckview was, as an Excluded Share under the Merger Agreement, cancelled for no consideration. As a result of the Merger, the ADSs will no longer be listed on any securities exchange or quotation system, including New York Stock Exchange ("NYSE"), and the ADS program for the Ordinary Shares will terminate. The Company has requested that NYSE file a Form 25 with the Securities and Exchange Commission (the "SEC") to remove the ADSs from listing on NYSE and withdraw registration of the Ordinary Shares and ADSs representing such Ordinary Shares under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The deregistration will become effective 90 days after the filing of Form 25 or such shorter period as may be determined by the SEC. The Issuer intends to suspend its reporting obligations under the Exchange Act by filing a certification and notice on Form 15 with the SEC in approximately 10 days. The Issuer's reporting obligations under the Exchange Act will be suspended immediately as of the filing date of the Form 15 and will terminate once the deregistration becomes effective.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 (a) to (e) of the Statement are hereby amended and restated in its entirety as follows: As a result of the Merger, all Ordinary Shares beneficially owned by the Reporting Persons and the Related Persons as of immediately prior to the Effective Time were cancelled at the Effective Time and, as a result, each of the Reporting Persons and the Related Persons no longer beneficially own any Ordinary Shares or have any voting power or dispositive power over any Ordinary Shares, except that as of the Effective Time, (i) Luckview holds one Ordinary Share of the Company as the surviving company of the Merger, representing 100% of the surviving company's Ordinary Shares issued and outstanding as of the Effective Time, (ii) Geely Auto may be deemed to have beneficial ownership and shared power to vote or direct the vote of such one Ordinary Share of the surviving company held by Luckview and (iii) the Related Person, Shufu Li, may be deemed to beneficially own such one Ordinary Share of the surviving company held by Luckview, as separately reported in another Schedule 13D, as amended from time to time, filed with the SEC by Shufu Li. The percentage of Ordinary Shares beneficially owned by the Reporting Persons is based on one ordinary share of the surviving company issued and outstanding as of the Effective Time. The responses of each Reporting Person to Rows (7) through (11) and (13) of the cover pages of this Amendment No. 4 are hereby incorporated by reference in this Item 5. Except as otherwise stated herein, each Reporting Person expressly disclaims any beneficial ownership of the Ordinary Shares held by each other Reporting Person. The responses of the Related Persons in Schedule I and Schedule II attached hereto as Exhibit 99.A with respect to the beneficial ownership in the Issuer's Ordinary Shares are incorporated by reference to this item.
(b)	See Item 5(a) above.
(c)	Except as described in Item 4, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, the Related Persons, has effected any transaction in the Ordinary Shares or ADSs of the Issuer during the past 60 days.
(d)	Except as set forth in the Statement, to the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares beneficially owned by the Reporting Persons.
(e)	As of the Effective Time, to the best of the Reporting Persons' knowledge, the Related Persons, other than Shufu Li as disclosed in Item 5(a) above, ceased to be the beneficial owner of more than five percent of the Ordinary Shares of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Statement is hereby amended and supplemented by inserting the following: Exhibit 99.A Schedule I (Directors and Executive Officers of Geely Auto Holdings Limited) and Schedule II (Directors and Executive Officers of Luckview Group Limited).

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.

Geely Automobile Holdings Limited

Signature:	/s/ Gui Shengyue
Name/Title:	Gui Shengyue/Director
Date:	12/22/2025

Luckview Group Limited

Signature:	/s/ Gui Shengyue
Name/Title:	Gui Shengyue/Director
Date:	12/22/2025

FAQ

What did the latest filing disclose about ZEEKR (ZK)?

The filing discloses that ZEEKR Intelligent Technology Holding Ltd has completed its previously announced merger and is now a privately held company, becoming an indirect wholly owned subsidiary of Geely Automobile Holdings Limited.

What merger consideration did ZEEKR (ZK) shareholders and ADS holders receive?

Each ordinary share was cancelled in exchange for the right to receive either $2.687 in cash or 1.23 Geely shares, and each ADS was cancelled in exchange for either $26.87 in cash or 12.3 Geely shares, with Geely shares delivered in the form of American depositary shares each representing 20 Geely shares.

What is the total value of the ZEEKR merger transaction?

The total consideration for ZEEKR’s ordinary shares and ADSs in connection with the merger was valued at approximately $2,398 million, based on the stated cash consideration per ordinary share and per ADS.

How is Geely funding the acquisition of ZEEKR (ZK)?

Geely plans to fund the acquisition using a combination of newly issued Geely shares, its cash on balance, debt financing, and a short-term facility agreement with a principal amount of up to $420 million from a bank syndicate.

What happens to ZEEKR (ZK) ADSs listed on the NYSE after the merger?

As a result of the merger, the ADSs will no longer be listed on any securities exchange, including the NYSE. The company has requested that the NYSE file a Form 25 to remove the ADSs from listing and withdraw registration of the ordinary shares and ADSs.

Will ZEEKR (ZK) continue filing reports with the SEC?

ZEEKR intends to file a Form 15 to suspend its reporting obligations under the Exchange Act in approximately 10 days, and those obligations will terminate once deregistration becomes effective after the Form 25 process.

Who owns ZEEKR after completion of the merger?

After the merger, ZEEKR became an indirect wholly owned subsidiary of Geely Auto. One ordinary share of the surviving company is held by Luckview Group Limited, and Geely may be deemed to beneficially own that share through Luckview.