UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2026
Commission File Number: 001-41431
Polestar Automotive Holding UK PLC
Assar Gabrielssons Väg 9
405 31 Göteborg, Sweden
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7): ¨
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
Geely Term Facility Agreement Amendment
On June 3, 2026, Polestar
Automotive Holding UK PLC (“Polestar”) and Geely Sweden Automotive Investment AB (“GSAI”) entered into an
amendment to the Term Facility Agreement, dated December 16, 2025 (the “Term Facility”), to extend the term of the Term
Facility to June 30, 2027 and change the margin of the Term Facility from 3.0% to 3.2% with effect from the next Interest Period
following the General Effective Date (as defined in the amendment) (the “Facility Amendment”). GSAI is a wholly-owned subsidiary
of Geely Sweden Holdings AB, the parent company of Volvo Car AB (publ), and one of Polestar’s affiliates. A copy of the Facility
Amendment is attached hereto as Exhibit 99.1.
This Report on Form 6-K
and Exhibit 99.1 shall be deemed to be incorporated by reference into Polestar’s registration statement on Form S-8 (File No. 333-267146), registration statement on Form F-1 (File No. 333-266101) and registration statement on Form F-3 (File No. 333-274918) and to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents
or reports subsequently filed or furnished.
EXHIBIT INDEX
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| Exhibit No. |
|
Description of Exhibit |
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| 99.1 |
|
Amendment Letter, dated as of June 3, 2026, by and between Geely Sweden Automotive Investment AB and Polestar Automotive Holding UK PLC, to the Term Facility Agreement dated December 16, 2025. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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POLESTAR AUTOMOTIVE HOLDING UK PLC |
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| Date: June 3, 2026 |
By: |
/s/ Michael Lohscheller |
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Name: |
Michael Lohscheller |
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Title: |
Chief Executive Officer |
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|
| Date: June 3, 2026 |
By: |
/s/ Jean-François Mady |
| |
Name: |
Jean-François Mady |
| |
Title: |
Chief Financial Officer |
Exhibit 99.1
Execution Version
Amendment
LETTER
| To: | GEELY SWEDEN AUTOMOTIVE INVESTMENT AB a
private company incorporated under Swedish law and registered with the Swedish Companies
Registration Office under number 559263-3035 as lender (the "Original Lender");
and |
GEELY
SWEDEN AUTOMOTIVE INVESTMENT AB a private company incorporated under Swedish law and registered with the Swedish Companies
Registration Office under number 559263-3035 as facility agent (the "Agent").
| From: | POLESTAR AUTOMOTIVE HOLDING UK PLC,
a public limited company registered in England and Wales with number 13624182 (the "Borrower"). |
Polestar Automotive Holding UK PLC - Term Facility
Agreement dated 16 December 2025 as amended from time to time (the "Original Facility Agreement")
| 1. | We refer to the Original Facility Agreement.
This is an amendment letter (the "Amendment Letter"). Terms defined in the
Original Facility Agreement shall have the same meaning when used in this Amendment Letter
unless given a different meaning in this Amendment Letter. |
| 2. | In accordance with the Original Facility Agreement,
each of the Borrower and the Agent designate this Amendment Letter as a Finance Document. |
| 3. | In accordance with clause 31 (Amendments
and waivers) of the Original Facility Agreement, the Agent, the Lender and the Borrower
consent to amending the Original Facility Agreement so as to, among other things, extend
the Termination Date on the terms as specified in paragraph 5 of this Amendment Letter. |
| 4. | The Original Facility Agreement shall (unless
otherwise agreed between the Parties) be amended in accordance with paragraph 5 from: |
| (a) | the date of this Amendment Letter; or |
| (b) | if later, the date upon which the Agent
has received all of the documents and other evidence listed in Schedule 1 (Conditions
precedent) of this Amendment Letter in form and substance satisfactory to the Agent (or
if such document or other evidence is not in form and substance satisfactory to the Agent,
the Agent has otherwise waived, on the instructions of the Lender(s), such requirement). |
The Agent shall notify the Borrower
promptly upon being so satisfied. Such notification shall include a confirmation that the General Effective Date has occurred, being
the date on which all amendments other than the amendment in paragraph 5.2(b) (definition of Margin) become effective (the “General
Effective Date”).
The amendment set out in paragraph
5.2(b) (definition of Margin) shall take effect only from the start of the next Interest Period following the General Effective
Date, being the “Margin Effective Date”.
| 5.1 | In this Amendment Letter: |
"Amended Facility Agreement"
means the Original Facility Agreement, as amended by this Amendment Letter.
| 5.2 | With effect on and from the General Effective
Date, the Original Facility Agreement will be amended as follows, except that the amendment
set out in paragraph 5.2(b) (definition of Margin) shall take effect on the Margin Effective
Date: |
| a) | the
definition of “Interest Payment Date” in clause 1.1 (Definitions) of the
Original Facility Agreement shall be deleted in its entirety. |
| b) | the
definition of “Margin” in clause 1.1 (Definitions) of the Original Facility
Agreement shall be deleted in its entirety and replaced with the following: |
“Margin” means 3.20
per cent. per annum.”.
| c) | the
definition of “Termination Date” in clause 1.1 (Definitions) of the Original
Facility Agreement shall be deleted in its entirety and replaced with the following: |
“Termination
Date” means 30 June 2027.”
| d) | Clause 8.2 (Payment of Interest)
of the Agreement shall be deleted in its entirety and replaced by the following: |
“The Borrower shall pay accrued
interest on the Loans on the Termination Date.
| e) | Clause 9.1 of the Agreement shall be
deleted in its entirety and replaced by the following: |
“(a) Subject to this Clause
9, an Interest Period for a Loan shall be three Months.
(b) An Interest Period for a Loan
shall not extend beyond the Termination Date.
(c) Each Interest Period for a Loan
shall start on the Utilisation Date or (if already made) on the last day of its preceding Interest Period.”
| 6. | The
Repeating Representations are deemed to be made by the Borrower (by reference to the facts
and circumstances then existing) on the date of this Amendment Letter, on the General
Effective Date and for the avoidance of doubt, on the date of a Utilisation Request and on
the proposed Utilisation Date, but references to "this Agreement" or to "Finance
Documents" in the Repeating Representations should be construed as references to this
Amendment Letter and to the Amended Facility Agreement. |
| 7. | The provisions of the Original Facility Agreement
and the other Finance Documents shall, save as amended by this Amendment Letter, continue
in full force and effect. From the General Effective Date, the Original Facility Agreement
and this Amendment Letter shall be read and construed as one document. |
| 8. | The Borrower, shall, at the request of the
Agent and at Borrower's own expense, do all such acts and things necessary to give effect
to the amendments effected or to be effected pursuant to this Amendment Letter. |
| 9. | The provisions of clause 35 (Enforcement)
of the Original Facility Agreement shall be incorporated into this Amendment Letter as if
set out in full in this Amendment Letter and as if references in those clauses to "this
Agreement" or "the Finance Documents" are references to this Amendment Letter. |
| 10. | This Amendment Letter and any non-contractual
obligations arising out of or in with it are governed by English law. |
If you agree to the terms of this Amendment Letter,
please sign where indicated below.
The Borrower
For and on behalf of POLESTAR AUTOMOTIVE HOLDING
UK PLC
| By: |
/s/
Michael Lohscheller | |
By: |
/s/
Jean-François Mady |
| |
| |
|
|
| Name: |
Michael Lohscheller | |
Name: |
Jean-François Mady |
| |
| |
|
|
| Title: |
Chief Executive Officer | |
Title: |
Chief Financial Officer |
| Address: | The Pavilions, Bridgwater Road, Bristol
BS13 8AE, United Kingdom
Attention: Chief Financial Officer |
We agree to the terms of this Amendment Letter.
The Agent
For and on behalf of GEELY SWEDEN AUTOMOTIVE
INVESTMENT AB
| By: |
/s/ Per Ansgar | |
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| |
| Name: |
Per Ansgar | |
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| Title: |
Director | |
Address: Box 10038, 400 70 Göteborg, Sweden
The Lender
For and on behalf of GEELY SWEDEN AUTOMOTIVE
INVESTMENT AB
| By: |
/s/ Per Ansgar | |
| |
| |
| Name: |
Per Ansgar | |
| |
| |
| Title: |
Director | |
Address: Box 10038, 400 70 Göteborg, Sweden
Schedule
1
CONDITIONS PRECEDENT
| (a) | A copy of the constitutional documents
of the Borrower or a certificate of an authorised signatory of the Borrower certifying that
the constitutional documents previously delivered to the Agent for the purposes of the Original
Facility Agreement have not been amended and remain in full force and effect. |
| (b) | A copy of a resolution of the board of
directors of the Borrower: |
| (i) | approving the terms of, and the transactions
contemplated by, this Amendment Letter to which it is a party and resolving that it execute
this Amendment Letter and other Finance Documents to which it is a party; |
| (ii) | authorising a specified person or persons
to execute this Amendment Letter and other Finance Documents to which it is a party on its
behalf; and |
| (iii) | authorising a specified person or persons,
on its behalf, to sign and/or despatch all documents and notices (including, any Utilisation
Request) to be signed and/or despatched by it under or in connection with the Finance Documents
to which it is a party. |
| (c) | A certificate of the Borrower (signed
by the chief executive officer or the chief financial officer of the Borrower) confirming
that borrowing the Facility would not cause any borrowing or similar limit binding on the
Borrower to be exceeded. |
| (d) | A certificate of the chief executive officer
or the chief financial officer of the Borrower certifying that each copy document relating
to it specified in this Schedule 1 (Conditions precedent) is correct, complete and
in full force and effect as at a date no earlier than the General Effective Date. |
| 2. | Other documents and evidence |
| (a) | Evidence
that the fees, costs and expenses then due from the Borrower pursuant to clause 15 (Costs
and expenses) have been paid or will be paid (by authorising the Lender(s) to
withhold proceeds from the next upcoming Utilisation) by the next upcoming Utilisation Date. |
| (b) | A copy of any other Authorisation or other
document, opinion or assurance which the Agent considers to be necessary or desirable (if
it has notified the Borrower accordingly) in connection with the entry into and performance
of the transactions contemplated by any Finance Document or for the validity and enforceability
of any Finance Document. |
