The information in this preliminary prospectus is not exhaustive and is subject to change. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus does not constitute an offer to sell or solicit an offer to buy these securities in any jurisdiction in which such an offer or sale is not permitted.
Subject to closing on September 20, 2022
Polestar Automotive Holding UK PLC
UP TO 2,203,977,609 CLASS A DISPLAYS,
UP TO 24,999,965 CLASS A DISPLAYS OUTPUT IN CONVERSION OF CLASS C AND DISPLAYS
UP TO 9,000,000 Class C-2 ADS
This Prospectus relates to the offering and sale of up to (a) 2,228,977,574 Class A ADSs and (b) 9,000,000 each by the selling Securityholders identified in this Prospectus (the “Selling Securityholders”) Class C-2 ADS. The Class A ADSs described in clause (a) of the previous sentence include (i) 294,877,349 Class A ADSs issued to the parent company in consideration for the merger in connection with the business combination at an equity value of $10.00 per share have been issued, (ii) up to 24,078,638 Class A ADSs to be paid to the Parent Company and, following the liquidation of the Parent Company and the distribution of securities held by the Parent Company to its shareholders, the holders of the Parent Company as earn-out consideration (worth $10.00 per Class A ADS at the time of the business combination). ) upon reaching certain price thresholds for Class A ADSs, as further described in this Prospectus, (iii) up to 1,776,332,546 Class A ADSs that may be issued upon conversion of Class B ADSs, including up to 134,098,971 Class B ADSs, which are issuable to the parent company and, upon the liquidation of the parent company and the distribution of the securities held by the parent company to its shareholders, to the shareholders of the parent company in earn-out consideration (valued at $10.00 per ADS of the Class B at th at the time of the Business Combination) upon reaching certain price thresholds for the Class A ADSs, as further described in this Prospectus, (iv) 18,459,165 Class A ADSs issued to the GGI Sponsor in connection with the Business Combination in the In exchange for the 18,459,165 shares of GGI Class F common stock originally issued by the GGI sponsor at $0.001 per share of GGI Class F Common Shares and retained by the GGI Sponsor upon the expiry of 1,540,835 GGI Class F Common Shares; (v) 26,540,835 Class A ADSs issued to the GGI Sponsor, the PIPE Investors and Snita pursuant to the Sponsor Subscription Agreement, the PIPE Subscription Agreements and the Volvo Cars PIPE Subscription Agreement, respectively, at an average cash price of 9, $42 per Class A ADS, (vi) 58,882,610 Class A ADSs issued to Snita following the conversion of Volvo Cars preferred subscription shares at the date of the Business Combination at a conversion price of $10.00, (vii) 4,306. 466 Class A ADSs issued to holders of Parent Convertible Notes upon the conversion of the Parent Convertible Notes at the date of the Business Combination at a conversion price of $8.18, (viii) up to 500,000 Class A ADSs issued to a service provider in exchange for the provision of marketing advisory services valued at up to $5,000,000, and (ix ) up to 24,999,965 Class A ADSs to be issued upon conversion of the Class C ADSs including up to 9,000,000 Class A ADSs that may be issued upon conversion of the Class C ADSs Class C-2 ADSs held by the GGI Sponsor. The prospectus also covers any additional securities that may be issued as a result of stock splits, stock dividends or similar transactions.
The selling Securityholders may offer for resale all or a portion of the Securities from time to time through public or private transactions at either current market prices or privately negotiated prices. The resale of these securities will be registered to enable Selling Securityholders to sell securities from time to time in quantities, at prices and on terms fixed at the time of the offering. The selling security holders may sell these securities through ordinary brokerage, directly to market makers in our shares, or in any other manner permitted by applicable law and described in the “Plan of Distribution” section of this document. In connection with sales of securities offered under this Agreement, the selling Securityholders, any underwriter, agent, broker or dealer participating in such sales may be referred to as “underwriters” within the meaning of the Securities Act of 1933, as amended (the “Securities”) Act”).
We register the resale of these securities by the selling securityholders or their donee, lienholder, assignee or others successor in interest (as a gift, pledge, partnership distribution or other non-sale related transfer) which may be identified in any supplement to this Prospectus or, if required, any subsequent effective amendment to the registration statement of which this Prospectus forms a part. See “Distribution Plan”.
We do not receive any proceeds from the sale of the Securities by the selling Securityholders, other than any amounts received by the Company upon the exercise of Class C ADSs where such Class C ADSs are exercised for cash. We believe that the likelihood that holders of our Class C ADSs will exercise their Class C ADSs, and therefore the amount of cash proceeds we would receive, depends on the market price of our Class A ADSs. If the market price for our Class A ADSs is less than $11.50 per share (ie the Class C ADSs are out of the money), which is the case as of the date of this Prospectus, we believe that the holders of our ADS Class C ADSs are unlikely to exercise their Class C ADSs. We will pay certain costs associated with registering the resale of the securities covered by this Prospectus as described in the “Plan of Distribution” section.
Our Class A ADSs and Class C-1 ADSs are listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the trading symbols “PSNY” and “PSNYW”, respectively. On September 20, 2022, the closing price for our Class A ADSs on Nasdaq was $7.07. On September 20, 2022, the closing price for our Class C-1 ADSs on the Nasdaq was $1.43.
In connection with the Business Combination, holders of 16,265,203 GGI Class A common shares, or approximately 20.3% of the issued and outstanding GGI Class A common shares, have exercised their right to redeem their shares for cash at a redemption price of approximately 10 $.00 per share for a total redemption amount of approximately $162,652,030. The Class A and Class C ADSs offered for resale in this Prospectus (collectively, the “Resale Securities”) represent a significant percentage of the total outstanding ADSs as at the date of this Prospectus. The Class A ADSs offered in this Prospectus represent approximately 438.2% of our outstanding Class A ADSs, provided the earn-out shares that are issuable under the Business Combination Agreement are not outstanding, or approximately 472, 1% provided they are outstanding. In addition, if all Class C ADSs are exercised and all Class A ADSs are issued to a service provider in exchange for the provision of marketing advisory services, the Selling Securityholders would own an additional 25,499,965 shares of the Class A ADSs, representing an additional 5.5% . of the total outstanding Class A ADSs. Selling all of the securities offered in this Prospectus, or anticipating that such sales might take place, could result in a material decrease in the public trading price of our securities. The frequency of such sales could also cause the market price of our securities to decrease or increase the volatility of the market price of our securities. For example certain lock Restrictions entered into in connection with the Business Combination will expire 180 days after the closing of the Business Combination on December 20, 2022 and sales by the GGI Sponsor, the Parent Company or Snita could occur. Despite a significant decrease in the public trading price of our securities, selling security holders may still earn a positive return on the securities they purchase due to the differences between the purchase prices described above and the public trading price of our securities. Based on the closing price of our Class A ADSs on September 20, 2022 of $7.07, if we sell our Class A ADSs (a), the parent company may suffer a potential loss of up to $2.93 per Class A ADS, ( b) GGI Sponsor, PIPE Investors and Snita may incur a potential loss of up to $2.35 per subscription share, (c) GGI Sponsor may incur a potential gain of approximately $7.07 per Class A ADS issued to the GGI Sponsor if the shares of GGI are converted into Class F Common Stock, (d) Snita may suffer a potential loss of up to $2.93 per Class A ADS issued to Snita, if the Volvo Cars Preferred Subscription Shares are converted, (e) the Marketing Consultancy Provider may suffer a potential loss of up to $2.93 per Class A ADS, and (f) holders of Parent Convertible Notes may suffer a potential loss Loss of up to $1.11 per Class A ADD arise. Based on our Class C-1 ADS closing price of $1.43 on September 20, 2022 when selling the
Class C-2 ADSs, the GGI Sponsor may incur a potential loss of up to $0.57 per Class C-2 ADS.
We may change or amend this Prospectus from time to time by submitting changes or amendments as necessary. You should read this entire Prospectus and any amendments or supplements carefully before making your investment decision.
We are a “foreign private issuer” within the meaning of the US federal securities laws, and as such may choose to comply with certain reduced disclosure and reporting requirements of public companies. We are also a “controlled company” within the meaning of the Nasdaq listing rules and as such may choose not to comply with certain corporate governance requirements. See “Summary of Prospectus – Foreign Private Issuer” and “Summary of Prospectus – Controlled Company”.
Investing in our securities involves a high level of risk. You should carefully consider the risks and uncertainties described under the heading “Risk Factors” starting on page 14 of this Prospectus before investing in the Securities.
Neither the US Securities and Exchange Commission (the “SEC”), any state or foreign securities commission has approved or disapproved these securities or determined whether this Prospectus is accurate or complete. Any representation to the contrary is punishable.
Prospectus dated , 2022