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Polestar Acknowledges Receipt of Deficiency Notice From Nasdaq

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Polestar (Nasdaq: PSNY) has received a deficiency notice from Nasdaq due to its failure to file its Annual Report on Form 20-F for the fiscal year ended December 31, 2023. This notice confirms non-compliance with Nasdaq Listing Rule 5250(c)(1), which mandates timely filing of all required financial reports with the SEC. The notice does not immediately impact Polestar's listing, and its securities will continue to trade on the Nasdaq exchange. Polestar has 60 days to submit a compliance plan, potentially extending their deadline to November 11, 2024, if approved. The company has secured a waiver from its lenders for the late filing and is focused on regaining compliance by filing the required annual report and subsequent quarterly results as soon as possible.

Positive
  • Polestar's securities will continue trading on Nasdaq, despite the deficiency notice.
  • The company has a potential extension until November 11, 2024, to regain compliance if their plan is accepted.
  • Polestar has obtained a waiver from lenders under its USD 950m loan facility for the late filing.
Negative
  • Polestar received a deficiency notice for failing to file its Annual Report on time, indicating non-compliance with Nasdaq regulations.
  • The company must submit a compliance plan within 60 days, adding pressure to meet regulatory requirements.
  • Failure to comply within the extended period could risk delisting from Nasdaq.

Insights

Polestar's receipt of a deficiency notice from Nasdaq due to late filing of its Annual Report on Form 20-F is a significant concern for investors. Timely financial reporting is important as it ensures transparency and allows investors to make informed decisions based on the company's performance. Late filings can signal operational or financial difficulties, causing uncertainty and reduced investor confidence.

Immediate Impact: While the notice does not currently affect the company's listing, it raises questions about Polestar's internal controls and management efficiency. The consent from lenders under the USD 950 million loan facility for the late filing is a positive sign, indicating support from financial backers despite the hiccup.

Short-Term and Long-Term Implications: In the short term, this news could create volatility in Polestar's stock price. Investors might worry about what caused the delay and speculate on potential underlying issues. In the long term, if Polestar can quickly resolve this issue and demonstrate improved reporting practices, the negative impact might be minimized. However, repeated delays or failure to regain compliance could lead to more severe consequences, including delisting.

Industry Context: Timely and accurate financial reporting is a norm in the industry. Companies failing to comply with these norms may face scrutiny and skepticism from both investors and regulatory bodies. The additional scrutiny can increase operational costs and distract management from executing their growth strategies.

Investors should monitor Polestar's progress in submitting the required filings and evaluate the company's subsequent financial reports for signs of underlying issues. It's paramount to understand if the delay is an isolated incident or indicative of broader operational challenges.

This deficiency notice from Nasdaq places Polestar in a precarious position in the eyes of the market. The deficiency points towards operational inefficiencies that could affect investor sentiment significantly. Investors are often wary of non-compliance issues, as they can hint at deeper, undisclosed problems within a company.

Market Perception: The market usually interprets compliance issues as red flags. Such notices can lead to increased market scrutiny and potential reputational damage. Although Polestar has 60 days to submit a compliance plan and potentially up to 180 days to regain compliance, the uncertainty during this period can impact stock performance.

Competitive Landscape: Polestar operates in a highly competitive electric vehicle (EV) market where investor confidence and perception are critical. Competitors that maintain strict compliance and demonstrate operational efficiency might gain a competitive edge. Investors might shift their focus towards these companies, perceiving them as safer bets during periods of uncertainty.

Strategic Response: Polestar's prompt action to file the required reports and the preliminary unaudited financial and operational results for Q1 2024 could mitigate some of the adverse reactions. However, how quickly and transparently they address this issue will be important in retaining investor trust.

Ultimately, beyond just regaining compliance, Polestar must assure investors of its commitment to operational integrity and robust financial management to restore and maintain confidence in its stability and prospects.

GOTHENBURG, Sweden--(BUSINESS WIRE)-- Polestar (Nasdaq: PSNY) announces that, as a consequence of not having filed its Annual Report on Form 20-F for the fiscal year ended 31 December 2023, the Company has received a deficiency notice from The Nasdaq Stock Market, LLC confirming that it is not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely filing of all required periodic financial reports with the U.S. Securities and Exchange Commission.

The Notice has no immediate impact on the listing of the Company's securities, which will continue to trade on Nasdaq, subject to the Company's continued compliance with the other listing requirements. Under the Nasdaq Listing Rules, the Company has 60 calendar days from the date of the Notice to submit a plan of compliance to Nasdaq. If Nasdaq accepts the plan, the Company may be granted up to an additional 180 calendar days from the due date of the Form 20-F, or until 11 November 2024, to regain compliance.

The Company has received consent to its requested waiver from lenders under its USD 950m three-year loan facility for the late filing of the Annual Report on Form 20-F and is fully committed to regaining compliance and satisfying all of Nasdaq's listing requirements.

Polestar is working to file its Annual Report on Form 20-F as soon as practicable and to report its preliminary unaudited financial and operational results for the first quarter of 2024 soon thereafter.

Forward-Looking Statements
Certain statements in this press release (“Press Release”) 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, and the pace and depth of electric vehicle adoption generally on Polestar’s future business; (10) changes in regulatory requirements, governmental incentives and fuel and energy prices; (11) the outcome of any legal proceedings that may be instituted against Polestar or others, adverse results from litigation, governmental investigations or audits, or tax-related proceedings or audits; (12) the ability to meet stock exchange listing standards; (13) changes in applicable laws or regulations or governmental incentive programs; (14) Polestar’s ability to establish its brand and capture additional market share, (15) the risks associated with negative press or reputational harm, including from lithium-ion battery cells catching fire or venting smoke; (16) delays in the design, development, manufacture, launch and financing of Polestar’s vehicles and other product offerings, and Polestar’s reliance on a limited number of vehicle models to generate revenues; (17) Polestar’s ability to continuously and rapidly innovate, develop and market new products; (18) risks related to future market adoption of Polestar’s offerings; (19) risks related to Polestar’s distribution model; (20) the impact of the global COVID-19 pandemic, inflation, interest rate changes, the ongoing conflict between Ukraine and Russia and in Israel and the Gaza Strip, supply chain disruptions, fuel and energy prices and logistical constraints on Polestar, Polestar’s projected results of operations, financial performance or other financial and operational metrics, or on any of the foregoing risks; (21) Polestar’s ability to forecast demand for its vehicles; (22) Polestar’s ability to raise additional funding; (23) Polestar’s ability to successfully execute cost-cutting activities and strategic efficiency initiatives; (24) the identification of additional accounting errors and/or a final assessment of errors already identified that differs significantly from Polestar’s preliminary view of such errors; and (25) other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in Polestar’s Form 20-F, and other documents filed, or to be filed, with the SEC by Polestar. There may be additional risks that Polestar presently does not know or that Polestar currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.

Nothing in this Press Release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Polestar assumes no obligation to update these forward-looking statements, even if new information becomes available in the future, except as may be required by law.

Bojana Flint

Head of Investor Relations

bojana.flint@polestar.com

Theo Kjellberg

Head of Corporate PR

theo.kjellberg@polestar.com

Tanya Ridd

Global Head of Communications & PR

tanya.ridd@polestar.com

Source: Polestar

FAQ

What is the impact of the deficiency notice on Polestar (PSNY)?

The deficiency notice does not have an immediate impact on Polestar's listing, but highlights non-compliance with Nasdaq's reporting requirements.

What is the deadline for Polestar (PSNY) to regain compliance?

Polestar has 60 days to submit a compliance plan, with a potential extension to November 11, 2024, if the plan is accepted.

Why did Polestar (PSNY) receive a deficiency notice from Nasdaq?

Polestar received the notice for failing to file its Annual Report on Form 20-F for the fiscal year ended December 31, 2023, on time.

Will Polestar (PSNY) be delisted from Nasdaq?

Polestar will not be immediately delisted. They must submit a compliance plan and regain compliance to avoid potential delisting.

Has Polestar (PSNY) received any lender support regarding the notice?

Yes, Polestar received consent for a waiver from lenders under its USD 950m loan facility for the late filing.

Gores Guggenheim, Inc.

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