INFORMATION CONTAINED IN THIS REPORT ON
FORM 6-K
As previously disclosed in the Form
12b-25 filed on April 30, 2024 by Polestar Automotive Holding UK PLC (“Polestar”) with the U.S. Securities and Exchange Commission (the “SEC”), Polestar required additional time to
file its Annual Report on Form 20-F for the fiscal year ended December 31, 2023 (“Form 20-F”).
On May 16, 2024, in accordance with standard procedures related to the delayed filing of the Form
20-F with the SEC, Polestar received a written notice (“Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that Polestar was not in compliance with the periodic filing
requirements for continued listing set forth in Nasdaq Listing Rule 5250(c)(1) (the “Rule”). Nasdaq has provided Polestar with 60 calendar days from the date of the notice to submit a plan to regain compliance. If Nasdaq accepts
Polestar’s proposed plan, Nasdaq may grant the Company up to an additional 180 calendar days from the filing’s due date, or until November 11, 2024, to regain compliance with the Rule.
The Notice has no immediate effect on the listing or trading of Polestar’s securities. However, if Polestar fails to timely regain
compliance with the Rule, Polestar’s securities will be subject to delisting from Nasdaq. Polestar is currently working on its plan to regain compliance with the Rule and intends to file the Form 20-F as
soon as practicable.
On May 17, 2024, Polestar issued a press release announcing its receipt of the Notice. A copy of the press
release is attached hereto as Exhibit 99.1. Exhibit 99.1 to this Report on Form 6-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the
“Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.
Forward-looking statements
Certain
statements in this Form 6-K may be considered “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future
events or the future financial or operating performance of Polestar including the number of vehicle deliveries and gross margin. For example, projections of revenue, volumes, margins, cash flow break-even and other financial or operating metrics and
statements regarding expectations of future needs for funding and plans related thereto are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”,
“expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential”, “forecast”, “plan”, “seek”, “future”,
“propose” or “continue”, or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to
differ materially from those expressed or implied by such forward looking statements.
These forward-looking statements are based upon
estimates and assumptions that, while considered reasonable by Polestar and its management, as the case may be, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not
limited to: (1) Polestar’s ability to maintain agreements or partnerships with its strategic partners, such as Volvo Cars, Geely or Xingji Meizu Group, and to develop new agreements or partnerships; (2) Polestar’s ability to
maintain relationships with its existing suppliers, source new suppliers for its critical components and enter into longer term supply contracts and complete building out its supply chain, while effectively managing the risks due to such
relationships; (3) Polestar’s reliance on its partnerships with vehicle charging networks to provide charging solutions for its vehicles and its reliance on strategic partners for servicing its vehicles and their integrated software;
(4) Polestar’s reliance on its partners, some of which may have limited experience with electric vehicles, to manufacture vehicles at a high volume or develop devices, products, apps or operating systems for Polestar, and to allocate
sufficient production capacity or resources to Polestar in order for Polestar to be able to increase its vehicle production capacities and product offerings; (5) the ability of Polestar to grow and manage growth profitably including
expectations of growth and financial performance by generating expected revenues at expected selling prices, maintain relationships with customers and retain its management and key employees; (6) Polestar’s estimates of expenses,
profitability, gross margin, cash flow, and cash reserves; (7) increases in costs, disruption of supply or shortage of materials, in particular for lithium-ion cells or semiconductors; (8) the
possibility that Polestar may be adversely affected by other economic, business, and/or competitive factors; (9) the effects of competition and the high barriers to entry in the automotive industry,