psny-20240630

極星集團

2024年6月30日的未經審計的簡明合併財務報表

截至2024年6月30日和2023年的六個月

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基本報表目錄

Polestar汽車控股英國有限公司

未經審計的簡明綜合財務報表 — 截至2024年6月30日和2023年6月30日的六個月


基本報表利潤及綜合虧損表（未經審計），截至2024年6月30日及2023年6月30日			F-3
基本報表財務狀況表（未經審計），截至2024年6月30日及2023年12月31日			F-4
基本報表權益變動表（未經審計），截至2024年6月30日及2023年6月30日			F-6
基本報表現金流量表（未經審計），截至2024年6月30日及2023年6月30日			F-7
未經審計的合併財務報表註解。			F-8

F-2

Polestar汽車控股英國有限公司

未經審計的綜合損益表和綜合損失

(除每股數據和另有說明外，單位爲千美元)


損益表		2021年6月30日止六個月
	單張債券	2024	2023
			（重述）1
營業收入	3	905,813	1,237,635
銷售成本		(933,111)	(1,216,020)
毛利潤/(虧損)		(27,298)	21,615
銷售、一般及管理費用		(437,840)	(474,607)
研發費用		(23,345)	(83,050)
其他營業收入，淨額		24,034	38,559

營業虧損		(464,449)	(497,483)
財務收益		5,606	12,489
財務費用		(201,427)	(92,656)
公允價值變動-出售後業績補償權	10	139,638	232,995
公允價值變動-普通C類股份	10	2,500	10,750
聯營公司損失的份額	5	(4,350)	—
稅前虧損		(522,482)	(333,905)
所得稅費用		(17,003)	(6,925)
淨虧損		(539,485)	(340,830)
每股淨虧損（以美元計）	7
A類股 - 基本和稀釋		(0.26)	(0.16)
B類股 - 基本和稀釋		(0.26)	(0.16)

綜合損益表

淨虧損		(539,485)	(340,830)
其他綜合損失:
可以重新分類到綜合損益表的項目:
來自外國經營翻譯的匯率差異		(23,823)	(27,658)
其他全面損失總額		(23,823)	(27,658)
總綜合虧損		(563,308)	(368,488)

1 - 請參考基本報表中關於往期財務報表的重述的註釋18 以便查看原報告金額與修訂金額之間的調節。

附註是這些未經審計的簡明合併財務報表的組成部分。

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Polestar汽車控股英國有限公司

未經審計的資產負債表

(除非另有說明，金額以美元千爲單位)


	單張債券	2024年6月30日	2023年12月31日
資產
非流動資產
無形資產和商譽	8	1,458,199	1,412,729
房地產、廠房和設備	6, 9	547,098	316,867
經營租賃下的車輛	6	69,178	67,931
其他非流動資產	10	27,581	7,212
遞延稅款資產		31,759	43,041

其他投資	10	2,285	2,414
總非流動資產		2,136,100	1,850,194
流動資產
現金及現金等價物	10	668,911	768,927

交易應收款	10	145,823	126,205
關聯方應收賬款	10, 15	38,242	61,026
應計收入-關聯方	10, 15	34,135	152,605
存貨	12	726,017	939,359
流動稅項資產		14,261	9,270

其他資產	10	210,248	204,142
其他流動資產-關聯方	10, 15	2,904	9,576
總流動資產		1,840,541	2,271,110
總資產		3,976,641	4,121,304
股權
股本		(21,169)	(21,168)
其他貢獻的資本		(3,621,261)	(3,615,187)
外幣翻譯準備		49,833	26,010
累積赤字		5,412,129	4,872,644
股東權益總計	13	1,819,532	1,262,299
負債
非流動負債
非流動合同負債	3	(62,097)	(63,063)
遞延稅款負債		(3,530)	(3,335)
其他非流動負債		(97,772)	(104,681)

其他非流動負債	10	(48,119)	(73,149)

未來支付款	10, 11	(15,764)	(155,402)
應付機構的非流動負債	10, 14	(947,289)	—
其他非流動計息負債	6, 10	(43,248)	(54,439)
其他非流動計息負債-關聯方	15	(1,384,056)	(1,409,244)
所有非流動負債		(2,601,875)	(1,863,313)
流動負債
交易應付款	10	(80,967)	(92,441)
與其他方的交易應付款	10, 15	(401,416)	(275,704)
相關方應計支出	10, 15	(208,296)	(450,000)
來自客戶的預付款	10	(18,694)	(16,415)
當前撥備		(87,097)	(94,887)
與信貸機構的流動負債	10, 14	(1,536,819)	(2,023,582)
流動稅負		(7,149)	(12,812)
人形機器人-軸承貨幣流動資產	6, 10	(16,857)	(19,547)
人形機器人-軸承貨幣流動資產-相關方	10, 15	(102,264)	(68,332)
流動合同負債	3	(109,975)	(112,062)
C類股份負債	10, 11	(3,500)	(6,000)
其他流動負債	10	(599,887)	(347,902)
其他相關方的流動負債	10, 15	(21,377)	(606)
流動負債合計		(3,194,298)	(3,520,290)

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負債合計	(5,796,173)	(5,383,603)
所有板塊權益和負債總計	(3,976,641)	(4,121,304)

附註是這些未經審計的簡明合併財務報表的組成部分。

F-5

Polestar汽車控股英國有限公司

未經審計的股東權益變動表

(除非另有說明，金額以美元千爲單位)


	單張債券	股本	其他貢獻的資本	貨幣翻譯儲備	累積赤字	總費用
2023年1月1日餘額 - (已重述)		(21,165)	(3,584,232)	15,773	3,677,813	88,189
淨損失 - (已重述)		—	—	—	340,830	340,830
其他綜合損失 - （已調整）		—	—	27,658	—	27,658
總綜合損失 - （已調整）		—	—	27,658	340,830	368,488
股票期權計價（權益結算）		(2)	(2,656)	—	—	(2,658)
截至2023年6月30日的餘額 - （已調整）		(21,167)	(3,586,888)	43,431	4,018,643	454,019

2024年1月1日的餘額		(21,168)	(3,615,187)	26,010	4,872,644	1,262,299
淨虧損		—	—	—	539,485	539,485
其他綜合損失		—	—	23,823	—	23,823
總綜合虧損		—	—	23,823	539,485	563,308
股票期權計價（權益結算）		(1)	(6,074)	—	—	(6,075)
2024年6月30日的餘額		(21,169)	(3,621,261)	49,833	5,412,129	1,819,532

附註是這些未經審計的簡明合併財務報表的組成部分。

F-6

Polestar汽車控股英國有限公司

未經審計的簡明合併現金流量表

(除非另有說明，金額以美元千爲單位)


		2021年6月30日止六個月
	單張債券	2024	2023
			（重述）
經營活動現金流
淨虧損		(539,485)	(340,830)
用於調和淨損失與淨現金流的調整項:
折舊與攤銷費用	6, 8, 9	22,371	53,204
保修責任準備		8,612	34,619
庫存減值	12	27,132	11,795

財務收益		(5,606)	(12,489)
財務費用		201,427	92,656
公允價值變動-出售後業績補償權	11	(139,638)	(232,995)
公允價值變動-普通C類股份	11	(2,500)	(10,750)

所得稅費用		17,003	6,925
聯營公司損失的份額	5	4,350	—

資產處置和處置虧損爲該處置和處置損失的計提	9, 8	—	2,070

其他撥備		13,321	14,873
交易應付賬款的未實現匯兌收益		(5,629)	(5,022)
其他非現金費用和收益		6,627	7,397
經營性資產和負債的變化：
存貨	12	163,488	(189,201)
合同負債	3	1,913	21,163
交易應收賬款、預付費用和其他資產		115,560	68,688
交易應付賬款、應計費用和其他負債		97,113	(134,766)
利息收入		5,606	12,489
支付的利息		(146,199)	(48,667)
已繳納的稅款		(15,128)	(11,401)
經營活動所用現金		(169,662)	(660,242)
投資活動現金流量
物業、廠房和設備新增	9	(83,884)	(42,948)
無形資產的增加	8	(236,935)	(237,930)

投資夥伴的增持	5	(34,300)	—
固定資產出售所得	9	34	1,710

投資活動所用現金		(355,085)	(279,168)
籌資活動現金流量
受限存款的變化		(20,369)	—
短期借款收益	14, 15	394,640	1,671,964
從長期借款中獲得的收益	15	950,632	—


償還借款	14, 15	(867,249)	(598,953)
租賃負債償還	6	(12,534)	(11,571)

融資活動提供的現金流量		445,120	1,061,440
匯率變動對現金及現金等價物的影響		(20,389)	(38,495)
現金及現金等價物淨增加額（減少額）		(100,016)	83,535
期初現金及現金等價物餘額		768,927	973,877
期末現金及現金等價物餘額		668,911	1,057,412

1 - 請參閱基本報表附註18 - 重編往期基本報表以了解原報告金額與修正金額之間的調解

附註是這些未經審核的簡明綜合財務報表的重要組成部分。

F-7

附註：未經查核之縮表合併財務報表注釋。

（除非另有說明，數字單位均為千美元）

筆記1 - 概述和準備基礎

一般資訊

Polestar Automotive Holding Uk PLC（以下簡稱"母公司"），連同其附屬公司，以下簡稱"Polestar"、"Polestar集團"和"集團"，是一家在英國註冊的有限公司。Polestar集團主要從事汽車行業，從事研發、品牌和市場推廣、以及商業化和銷售電池電動車及相關科技解決方案。Polestar集團目前的電池電動車產品線包括Polestar 2（"PS2"），一款高級快背轎車，Polestar 3（"PS3"），一款豪華休旅運動型多用途車，Polestar 4（"PS4"），一款高級運動型多用途車，Polestar 5（"PS5"），一款豪華運動型大轎轎車，以及Polestar 6（"PS6"），一款豪華跑車。截至2024年6月30日，PS2、PS3和PS4已進入生產階段，其餘車型仍在研發階段。可持續經營是集團的首要任務；目標在2040年實現氣候中立，2030年創造氣候中立汽車（產自嬰兒床至大門）並在2030年前使每銷售車輛的排放強度減半。Polestar集團在歐洲、北美和亞洲等市場佈局。集團的管理總部設在瑞典哥德堡市Assar Gabrielssons väg 9, 41878。 27 母公司Polestar汽車控股英國股份有限公司（以下簡稱"母公司"）及其子公司，以下簡稱"Polestar"、"Polestar集團"和"集團"，是在英國成立的有限公司。Polestar集團主要從事汽車行業，從事研發、品牌和市場推廣、以及商業化和銷售電池電動車及相關科技解決方案。Polestar集團目前的電池電動車產品線包括Polestar 2（"PS2"），一款高級快背轎車，Polestar 3（"PS3"），一款豪華休旅運動型多用途車，Polestar 4（"PS4"），一款高級運動型多用途車，Polestar 5（"PS5"），一款豪華運動型大轎轎車，以及Polestar 6（"PS6"），一款豪華跑車。截至2024年6月30日，PS2、PS3和PS4已進入生產階段，其餘車型仍在研發階段。集團的關鍵重點是可持續經營；旨在到2040年實現氣候中立，創造一款氣候中立汽車（從產地到大門）到2030年，並在2030年前將每銷售車輛的排放強度減半。Polestar集團在歐洲、北美和亞洲等市場佈局。Polestar集團的管理總部位於瑞典哥德堡市Assar Gabrielssons väg 9號，郵編41878。

截至2024年6月30日，相關方持有 81.8%的集團股份。餘下的 18.2%的集團股份則由外部投資者持有。

編制依據

Polestar Group的本中期報告中所包含的未經查核簡明合併基本財務報表是根據國際會計準則（IAS）34編製的。中期財務報告。（IAS 34）根據國際會計準則委員會（IASB）和英國採納的國際會計準則制定。未經查核簡明合併基本財務報表是根據歷史成本基礎編製的，除了某些金融工具的重新評價，這些金融工具在每個報告期結束時按公平價值計量，如下文所述的會計政策解釋。對於集團財務報告目的，Polestar集團公司適用相同的會計原則，無論國家立法如何，均依照集團會計指令所定義的。除非另有說明，這些會計原則已連續應用於所有期間。

本中期報告以演示貨幣美元（USD）編製。所有金額均以千美元（TUSD）表示，除非另有聲明。

2022年6月23日之前討論的時期，代表Polestar Automotive Holding Limited及其合併子公司的運營。

持續經營

Polestar Group的未經審計的簡明綜合基本報表是基於假設Polestar Group將作為持續經營實體，並普通業務將按照管理層的2024-2028業務計劃繼續進行準備的。

管理層評估Polestar集團作為持續經營的能力，並評估是否存在一定事件或情況，總體考慮，可能對Polestar的持續經營能力構成重大懷疑。在執行該評估時，管理層使用所有可用信息，包括現金流預測、流動性預測和內部風險評估，涉及這些未經審核的簡明綜合財務報表發行日期後十二個月的期間。

由於擴大商業化及持續與PS2、PS3、PS4、PS5和PS6相關的資本開支，管理公司的流動性狀況和資金需求仍然是管理層的主要重點之一。如果Polestar無法通過營運、股本增發、債務融資或其他方式籌集必要資金，該集團可能需要延遲、限制、削減或在最壞的情況下終止研究與開發和商業化工作。自成立以來，Polestar集團一直產生持續的淨損失和負的營運及投資現金流。截至2024年6月30日和2023年6月30日止六個月的淨損失分別為$539,485 15.1340,8306月30日止2024年和2023年的六個月的負營運和投資現金流分別為$524,747 15.1939,410管理層的2024-2028業務計劃表明，Polestar將在不久的將來產生負的營運現金流，並從2025年下半年開始產生正的營運現金流；由於Polestar業務的性質，Polestar的投資現金流將在不久和長期內繼續保持負面。確保籌措資金支持營運和發展活動對Polestar集團來說是一個持續的挑戰。

Polestar Group主要通過與信貸機構的短期營運資金貸款安排（即12個月或更短）、股東捐款、相關方提供的延長交易信用以及長期融資安排來籌措資金。管理層的2024-2028年業務計劃表明，Polestar Group依賴預期將通過結合新的短期營運資金貸款安排、長期貸款安排、與相關方的股東貸款以及通過提供債務和/或股本的資本市場交易來進行資金補充。這些資金企圖的及時實現對Polestar Group繼續作為持續經營性企業至關重要。如果Polestar無法從這些來源獲得資金，或者該資金不足以支付預測的營運和投資現金流量需求，Polestar Group將需要通過其他方式（例如發行新的股本或發行債券）尋求額外資金。管理層無法保證Polestar Group將成功獲得繼續營運和開發活動所需的資金。

During the six months ended June 30, 2024, Polestar demonstrated efforts towards achieving liquidity targets in management's 2024-2028 business plan by:

•Securing long-term financing support from credit institutions; and

•Entering into multiple short-term working capital loan arrangements with banking partners in China.

Polestar is party to financing instruments during the 12 months following the reporting period that contain financial covenants with which Polestar must comply. A failure to comply with such covenants may result in an event of default that could have material

F-8

Notes to the Unaudited Condensed Consolidated Financial Statements

(in thousands of U.S. dollars unless otherwise stated)

adverse effects on the business. Due to the factors discussed above, there is material uncertainty as to whether Polestar will be able to comply with all covenants in future periods. Remedies to an event of default include proactively applying for a covenant waiver prior to such event of default occurring.

Based on these circumstances, management reasonably expects there to be sufficient liquidity in the twelve-month period after the issuance date of these Unaudited Condensed Consolidated Financial Statements in order for Polestar to meet its cash flow requirements, but there is substantial doubt about Polestar’s ability to continue as a going concern. There are ongoing efforts in place to mitigate the uncertainty. The Unaudited Condensed Consolidated Financial Statements do not include any adjustments to factor for the going concern uncertainty.

Note 2 - Significant accounting policies and judgements

Adoption of new and revised standards

Effects of new and amended IFRS

Management has concluded the adoption of new standards and amendments effective from January 1, 2024 did not have a material impact on the Group’s Unaudited Condensed Consolidated Financial Statements. For a detailed assessment of the Group’s adoption of new and revised standards, refer to Note 2 - Significant accounting policies and judgements of the Consolidated Financial Statements for Polestar Automotive Holding Limited, as of December 31, 2023 and 2022, and for the three years ended December 31, 2023 that were included in the Form 20-F filed with the United States Securities and Exchange Commission (“SEC”) on August 14, 2024.

New and amended IFRS issued by not yet effective

Management has concluded the adoption of any of the below accounting pronouncements, that were issued but not effective during the six months ended June 30, 2024, will not have a material impact on the Group’s financial statements, unless otherwise noted.

In April 2024, the IASB issued IFRS 18, Presentation and Disclosure in Financial Statements ("IFRS 18"), which outlines the requirements for the presentation and disclosure of information in financial statements. It includes the requirement to classify income and expenses into three new categories: operating, investing, and financing. IFRS 18 will replace IAS 1 and will be effective for annual periods beginning on or after January 1, 2027.

In May 2024, the IASB issued IFRS 19, Subsidiaries without Public Accountability: Disclosures ("IFRS 19"), which specifies reduced disclosure requirements that eligible entities can apply instead of the disclosure requirements in other IFRS accounting standards. This standard for annual periods is effective beginning on or after January 1, 2027.

In May 2024, the IASB issued amendments to IFRS 7, Financial Instruments: Disclosures ("IFRS 7"), and IFRS 9, Financial Instruments ("IFRS 9"), which clarify certain elements of recognition, derecognition, classification, measurement, and disclosure of financial instruments. The amendments are effective for annual periods beginning on or after January 1, 2026.

Presentation, basis of consolidation, segment reporting, and foreign currency

For a detailed description of the Group’s presentation, basis of consolidation, segment reporting, and foreign currency, including currency risk, refer to Note 2 - Significant accounting policies and judgements and Note 3 - Financial risk management of the Consolidated Financial Statements for Polestar Automotive Holding UK PLC, as of December 31, 2023 and 2022, and for the three years ended December 31, 2023, that were included in the Form 20-F filed with the SEC on August 14, 2024. There are no changes for the periods presented in these Unaudited Condensed Consolidated Financial Statements.

Restatement

During the year ended December 31, 2023, management identified various misstatements in our previously issued 2021 and 2022 annual financial statements. In these Unaudited Condensed Consolidated Financial Statements, comparative information related to the six months ended June 30, 2023 has been restated to align its presentation with the revisions during 2023 and correct for the carryforward impacts of the misstatements in our previously issued 2021 and 2022 annual financial statements.

The prior period errors relate primarily to (i) accounting for inventories, including the accounting treatment of certain launch costs, capitalizable expenses into inventory and valuation adjustments for internal use cars, (ii) accounting for accruals and deferrals, (iii) capitalization of expenses, (iv) other errors relating to reclassifications between financial statement captions and (v) deferred taxes and income taxes.

Management has assessed the materiality of the misstatements on the Unaudited Condensed Consolidated Financial Statements as of June 30, 2023, and for the six months ended June 30, 2023, in accordance with the SEC Staff Accounting Bulletin (“SAB”) Topic 1.M, Materiality. Based on this, management concluded that the prior period financial statements should be corrected, even though such revision previously was and continues to be immaterial to the prior period financial statements. Accordingly, these misstatements have been corrected, including the previously recorded out of period adjustments, for all periods presented by revising the accompanying condensed consolidated financial statements.

The accompanying notes to the Unaudited Condensed Consolidated Financial Statements reflect the impact of these revisions. Refer to Note 18 - Restatement of prior period financial statements for reconciliations between originally reported and as revised interim amounts.

Accounting policies and use of estimates and judgements

Polestar Group continues to apply the same accounting policies, methods, estimates, and judgements as described in Note 2 - Significant accounting policies and judgements of the Consolidated Financial Statements for Polestar Automotive Holding UK PLC, as of December 31, 2023 and 2022, and for the three years ended December 31, 2023, that were included in the Form 20-F filed with

F-9

Notes to the Unaudited Condensed Consolidated Financial Statements

(in thousands of U.S. dollars unless otherwise stated)

the SEC on August 14, 2024. Management reviews its estimates and judgements on a continuous basis; changes in accounting estimates are recognized in the period in which the estimates are revised, and prospectively thereafter. Actual results could differ materially from those estimates using different assumptions or under different conditions. The Group did not have any events or new instruments requiring the application of new critical estimates and judgements during the six months ended June 30, 2024. However, the latest inputs to existing instruments requiring critical estimates and judgements utilized by the Group during the six months ended June 30, 2024 are detailed below. Additions to the Group's accounting policies and methods due to new events that occurred during the six months ended June 30, 2024 are included below as well.

Earnings per share

Basic earnings per share is calculated by dividing the net loss for the period by the weighted average number of Class A Shares and Class B Shares outstanding during the period. Diluted earnings per share is calculated by adjusting the net income for the period and the weighted average number of Class A Shares and Class B Shares outstanding for the effect of dilutive potential ordinary shares (“POSs”) outstanding during the period (i.e., Class A Shares and/or Class B Shares that the Group is obligated to issue, or might issue under certain circumstances, in accordance with various contractual arrangements). The Group’s POSs are classified based on the nature of their instrument or arrangement and then the earnings per incremental share (“EPIS”) is calculated for each class of POS to determine if they are dilutive or anti-dilutive. Anti-dilutive POSs are excluded from the calculation of dilutive earnings per share.

EPIS is calculated as (1) the consequential effect on profit or loss from the assumed conversion of the class of POS (i.e., the numerator adjustment) divided by (2) the weighted average number of outstanding POSs for the class (i.e., the denominator adjustment). The EPIS denominator adjustment depends on the class of POS. The Group’s classes of POSs and their related EPIS denominator adjustment methods are as follows:


POS Class			EPIS Denominator Adjustment Method
Unvested equity-settled RSUs and RSAs1			Treasury share2
Class C Shares			Treasury share
Earn-out Rights and PSUs			The number of shares issuable if the reporting date were the end of the contingency period
Convertible Credit Facilities with Volvo Cars and Geely			If the instrument is converted, the number of shares issued on the date of the conversion

1 - Restricted Stock Awards ("RSAs") are related to the Group's employee stock purchase plan implemented in January 2024.

2 - The treasury share method prescribed by IAS 33, Earnings Per Share (“IAS 33”), includes only the bonus element as the EPIS denominator adjustment. The bonus element is the difference between the number of ordinary shares that would be issued at the exercise of the options and the number of ordinary shares deemed to be repurchased at the average market price.

Financial instruments

Trade receivables factoring

In situations where Polestar Group enters into an arrangement to sell trade receivables to a third party (i.e., a factor) at a discount, the sale is accounted for in accordance with IFRS 9, Financial Instruments ("IFRS 9"). Polestar Group evaluates whether these transactions are with or without recourse and applies the derecognition criteria in IFRS 9 to determine if substantially all the risks and rewards of the trade receivables have been transferred to the factor.

For arrangements without recourse, where substantially all risks and rewards have been transferred in exchange for cash, the trade receivables are derecognized. For arrangements with recourse, where substantially all risks and rewards have not been transferred, the trade receivables are not derecognized, and the cash received from the purchaser is accounted for as secured borrowing.

Cash flows from factoring without recourse of trade receivables are classified as cash flows from operating activities in the Unaudited Condensed Consolidated Statement of Cash Flows while cash flows from factoring with recourse are classified as cash flows from financing activities.

Fair value measurement

Valuation methodology for the fair value of the financial liability related to the Class C-2 Shares

The Class C-2 Shares represents a derivative financial instrument that is carried at fair value through profit and loss (“FVTPL”) by reference to Level 2 measurement inputs because an observable price for the Class C-1 Shares, which are almost identical instruments, is available in the active market. Class C Shares are presented in current liabilities within the Unaudited Condensed Consolidated Statement of Financial Position as they can be exercised by the holder at any time. The related liability is measured at fair value, with any changes in fair value recognized in earnings. The fair value of the Class C-2 Shares is determined using a binomial lattice option pricing model in a risk-neutral framework whereby the future prices of the Class A Shares are calculated assuming a geometric Brownian motion (“GBM”). For each future price, the Class C-2 payoff amount is calculated based on the contractual terms of the Class C-2 Shares, including assumptions for optimal early exercise and redemption, and then discounted at the term-matched risk-free rate. The final fair value of the Class C-2 Shares is calculated as the probability-weighted present value over all modeled future payoff amounts. As of June 30, 2024, the fair value of the Class C-2 Shares was determined to equal $630 by leveraging the closing price of the Class C-1 Shares on the Nasdaq of $0.79 per share, an implied volatility of 225%, a risk-free rate of 4.47%, a dividend yield of 0%, and a 1,000 time-steps for the binomial lattice option pricing model. Refer to Note 11 - Reverse recapitalization for more detail on the Class C-2 Shares.

Valuation methodology for the fair value of the financial liability related to the Former Parent’s contingent earn-out rights

F-10

Notes to the Unaudited Condensed Consolidated Financial Statements

(in thousands of U.S. dollars unless otherwise stated)

The Former Parent’s contingent earn out right represents a derivative financial instrument that is carried at FVTPL by reference to Level 3 measurement inputs because a quoted or observable price for the instrument or an identical instrument is not available in active markets. The earn-out liability is presented in non-current liabilities within the Unaudited Condensed Consolidated Statement of Financial Position to align with the expected timing of the underlying earn-out payments. The fair value of the earn out is determined using a Monte Carlo simulation that incorporates a remaining term of 3.48 years, the five earn-out tranches, and the probability of the Class A Shares in the Parent reaching certain daily volume weighted average prices during the earn-out period resulting in the issuance of each tranche of Class A Shares and Class B Shares in the Parent to the Former Parent. As of June 30, 2024, the fair value of the earn-out was determined to equal $15,764 by leveraging an implied volatility of 80% and a risk-free rate of 4.43%. The implied volatility represents the most significant unobservable input utilized in this Level 3 valuation technique. The calculated fair value would increase (decrease) if the implied volatility were higher (lower). Refer to Note 11 - Reverse recapitalization for more detail on the Former Parent’s earn-out rights.

Note 3 - Revenue

Polestar Group disaggregates revenue by major category based on the primary economic factors that may impact the nature, amount, timing, and uncertainty of revenue and cash flows from these customer contracts as seen in the table below:


	For the six months ended June 30,
	2024		2023
			(Restated)
Sales of vehicles1	883,621		1,208,791
Sales of software and performance engineered kits	7,891		11,419
Sales of carbon credits	40		532
Vehicle leasing revenue	11,566		7,493
Other revenue	2,695		9,400
Total	$	905,813	$	1,237,635

1 - Revenue related to sale of vehicles are inclusive of extended and connected services recognized over time.

For the six months ended June 30, 2024 and 2023, other revenue primarily consisted of license revenue generated from sales-based royalties received from Volvo Cars on sales of parts and accessories for Polestar vehicles, software performance upgrades and sale of technology to other related parties.

For the six months ended ended June 30, 2024 and 2023 no sole customer, that is not a related party, exceeded 10% of total revenue.

Contract liabilities


	Sales generated obligation		Deferred revenue - extended service		Deferred revenue - connected service		Deferred revenue - operating leases & other		Total
Balance as of January 1, 2024	37,034		47,564		39,565		50,962		175,125
Provided for during the period	100,974		13,586		4,687		4,212		123,459
Settled during the period	(76,029)		—		—		—		(76,029)
Released during the period	—		(12,821)		(3,049)		(29,445)		(45,315)
Translation differences and other	(767)		(1,316)		(2,117)		(968)		(5,168)
Balance as of June 30, 2024	$	61,212	$	47,013	$	39,086	$	24,761	$	172,072
of which current	57,434		23,121		6,389		23,031		109,975
of which non-current	3,778		23,892		32,697		1,730		62,097

As of June 30, 2024, contract liabilities amounted to $172,072 of which $61,212 was related to variable consideration payable to fleet customers in the form of volume related bonuses and $110,860 was related to remaining performance obligations associated with sales of vehicles and vehicle leasing revenue.

Note 4 - Geographic information

Presentation, basis of consolidation, segment reporting, and foreign currency

For a detailed description of the Group’s presentation, basis of consolidation, segment reporting, and foreign currency, including currency risk, refer to Note 2 - Significant accounting policies and judgements and Note 3 - Financial risk management of the Consolidated Financial Statements for Polestar Automotive Holding UK PLC, as of December 31, 2023 that were included in the Form 20-F filed with the SEC on August 14, 2024. There are no changes for the periods presented in these Unaudited Condensed Consolidated Financial Statements.

F-11

Notes to the Unaudited Condensed Consolidated Financial Statements

(in thousands of U.S. dollars unless otherwise stated)

The following tables show the breakdown of the Group’s revenue from external customers and non-current assets by geographical location where the Polestar company recognizing the revenue is located:


	For the six months ended June 30,
Revenue	2024		2023
			(Restated)
United Kingdom	143,916		286,812
Sweden	141,365		169,416
USA	128,202		225,002
Germany	75,410		118,961
China	66,469		19,848
Norway	56,162		32,024
Belgium	46,981		47,490
Netherlands	42,456		50,171
Canada	41,413		62,130
Denmark	41,172		27,836
Australia	36,786		48,163
Korea	13,908		19,469
Switzerland	12,973		19,290
Finland	12,656		24,184
Italy	4,118		28,051
Other regions1	41,826		58,788
Total	$	905,813	$	1,237,635

1 - Revenue: Other regions primarily consist of Spain, Austria, and Luxembourg in June 2024.Other regions primarily consist of Austria, Spain and Ireland in 2023.


	As of June 30, 2024		As of December, 31, 2023
Non-current assets2
Sweden	1,295,171		1,239,023
China	513,455		448,361
United Kingdom	36,439		32,342
Germany	36,233		27,058
USA	149,354		5,017
Other regions3	43,823		45,726
Total	$	2,074,475	$	1,797,527

2 - Non-current assets: excludes financial assets, Deferred tax assets, Other non-current assets, and Other investments.

3 - Other regions primarily consist of Belgium, Australia, and Switzerland in June 2024 and Switzerland, Australia, and Belgium and Spain in 2023.

Note 5 - Investment in associates

In January 2024, Polestar's investee in China, Polestar Technology (Shaoxing) Co., Ltd. ("Polestar Technology"), selected Nanjing as its final province of registration. The investee was renamed Polestar Times Technology (Nanjing) Co., Ltd ("Polestar Times Technology"). On February 29, 2024, Polestar Times Technology, Polestar, Xingji Meizu, and Nanjing Jiangning Economic and Technological Development Zone Industrial Equity Investment Partnership (the "Nanjing Investor") entered an agreement for Polestar Times Technology to receive an additional $60,360 in capital from the Nanjing Investor over four installments in exchange for equity; subject to Polestar Times Technology achieving certain increased paid-in capital and invoiced sales thresholds in Nanjing province. Additionally, Polestar Times Technology can receive an additional $148,298 in the form of capital reserves from the Nanjing Investor over the four installments. In the event Polestar Times Technology achieves these thresholds and secures the investment installments from the Nanjing Investor, Polestar's ownership in Polestar Times Technology will decrease from 49% to 37.6% over time. As of the date these Unaudited Condensed Consolidated Financial Statements were authorized for issuance, Polestar has injected total cash of $34,300 into Polestar Times Technology and maintains 46.2% ownership.

In the event of the dissolution of Polestar Times Technology and if Polestar Times Technology's assets are insufficient to meet its debt obligations, shareholders who have not fully made their required capital contributions and other shareholders existing at the time of establishment of the company, may be held jointly responsible for the remaining debts, limited to the value of their unpaid contributions.

Sales of vehicles

F-12

Notes to the Unaudited Condensed Consolidated Financial Statements

(in thousands of U.S. dollars unless otherwise stated)

During the six months ended June 30, 2024, the probability of collecting consideration in exchange for vehicles sold to Polestar Times Technology remained remote due to Polestar Times Technology's lack of available liquidity. While Polestar did collect consideration from Polestar Times Technology during the six months ended June 30, 2024 for certain vehicles sold during the year ended December 31, 2023 and the six months ended June 30, 2024, the circumstances regarding Polestar Times Technology's liquidity have not been improved. As such, the Group's accounting for sales of vehicles to Polestar Times Technology remained unchanged from the year ended December 31, 2023. During the six months ended June 30, 2024, the Group collected consideration and recognized revenue related to sales of vehicles for $61,650 of which $31,298 pertained to vehicles delivered during the year ended December 31, 2023 and $30,352 pertained to vehicles delivered during the six months ended June 30, 2024. As of June 30, 2024, the Group remains unpaid for 542 vehicles delivered to Polestar Times Technology during the six months ended June 30, 2024; totaling $19,850 of unrecognized revenue.

The following table summarizes the activity related to Polestar's investment in Polestar Times Technology:


Balance as of January 1, 2024	—
Investment in Polestar Times Technology	4,900
Elimination of effects of downstream sales	(550)
Recognized share of losses in Polestar Times Technology	(4,350)
Balance as of June 30, 2024	$	—

The following table summarizes the activity related to Polestar's unrecognized losses in Polestar Times Technology:


Unrecognized balance as of January 1, 2024	(1,407)
Unrecognized effects of downstream sales	(6,386)
Unrecognized share of losses in Polestar Times Technology	(29,231)
Unrecognized balance as of June 30, 2024	$	(37,024)

The following table provides summarized financial information from Polestar Times Technology's financial statements and a reconciliation to the carrying amount of Polestar's investment:


	For the six months ended June 30,
	2024
Polestar's percentage ownership interest	46.2		%
Non-current assets	44,759
Current assets	60,806
Non-current liabilities	(21,379)
Current liabilities	(132,663)
Net liabilities	$	(48,477)
Less capital reserves	(29,492)
Adjusted Net liabilities	$	(77,969)
The Group's share of net liabilities	(36,021)
Elimination of effects of downstream sales	(550)
Unrecognized effects of downstream sales	6,386
Unrecognized losses in Polestar Times Technology	29,231
Other reconciling items	954
Carrying amount of the Group's investment in Polestar Times Technology	$	—

Revenue	44,490
Net loss	(70,851)
Other comprehensive loss	(1,836)
Total comprehensive loss	(72,687)
The Group's share of losses in Polestar Times Technology	$	(33,581)

Note 6 - Leases

Polestar Group as Lessee

As a lessee, Polestar Group primarily leases buildings and manufacturing production equipment. The Group also has short-term and low value leases related to the leasing of temporary spaces and small IT equipment, respectively. The lease term for land and buildings

F-13

Notes to the Unaudited Condensed Consolidated Financial Statements

(in thousands of U.S. dollars unless otherwise stated)

is generally 2-15 years with the exception of one long term land lease with a term of 50 years. The lease term for machinery and equipment is generally 2-6 years.

The following table depicts the changes in the Group’s right-of-use assets, which are included within Property, plant, and equipment:


	Buildings and land		Machinery and equipment		Total
Acquisition cost
Balance as of January 1, 2024	122,613		50,433		173,046
Addition	4,768		3,446		8,214
Cancellations	(10,858)		(1,282)		(12,140)
Remeasurement	—		(288)		(288)


Effect of foreign currency exchange differences	(4,063)		(1,082)		(5,145)
Balance as of June 30, 2024	$	112,460	$	51,227	$	163,687

Accumulated depreciation
Balance as of January 1, 2024	(34,291)		(40,537)		(74,828)
Depreciation expense	(11,420)		(1,815)		(13,235)
Depreciation expense capitalized to inventory	—		(316)		(316)
Cancellations	2,913		1,068		3,981



Effect of foreign currency exchange differences	1,319		141		1,460
Balance as of June 30, 2024	$	(41,479)	$	(41,459)	$	(82,938)

Carrying amount as of June 30, 2024	$	70,981	$	9,768	$	80,749

Amounts related to leases recognized in the Unaudited Condensed Consolidated Statement of Loss and Comprehensive Loss are as follows:


	For the six months ended June 30,
	2024	2023
Income from sub-leasing right-of-use assets	1,132	527
Expense relating to short-term leases	(269)	(495)
Expense relating to lease of low value assets	(4)	(6)

Interest expense on leases	(3,706)	(2,166)

The current and non-current portion of the Group’s lease liabilities are as follows:


	As of June 30, 2024		As of December, 31, 2023
Current lease liability	16,857		19,547
Current lease liabilities - related parties	15,039		10,628
Non-current lease liability	43,248		54,439
Non-current lease liabilities - related parties	32,918		42,634
Total	$	108,062	$	127,248

Expected future lease payments to be made to satisfy the Group’s lease liabilities are as follows:


	As of June 30, 2024	As of December, 31, 2023
Within 1 year	34,990	31,627
Between 1 and 2 years	32,986	36,225
Between 2 and 3 years	28,220	31,487
Between 3 and 4 years	13,291	19,785

F-14

Notes to the Unaudited Condensed Consolidated Financial Statements

(in thousands of U.S. dollars unless otherwise stated)


Between 4 and 5 years	9,943		11,463
Later than 5 years	12,035		15,458
Total	$	131,465	$	146,045

For the six months ended June 30, 2024, total cash outflows for leases, inclusive of interest paid, amounted to $16,240.

Polestar Group as Lessor

As a lessor, revenue recognized from operating leases is as follows:


	For the six months ended June 30,
	2024	2023
Vehicle leasing revenue	11,566	7,493

For the majority of the Group’s operating lease contracts as a lessor, vehicles are paid for upfront by the customer at contract inception and repurchased by Polestar at the end of the lease term. The following table depicts the changes in the Group’s vehicles under operating leases:


	Vehicles under operating leases
Acquisition cost
Balance as of January 1, 2024	141,448
Reclassification from inventory	43,503

Reclassification to inventory	(42,380)
Effect of foreign currency exchange rate differences	(4,716)
Balance as of June 30, 2024	$	137,855
Accumulated depreciation
Balance as of January 1, 2024	(73,517)

Reclassification to inventory	5,930
Depreciation expense	(2,189)

Effect of foreign currency exchange rate differences	1,099
Balance as of June 30, 2024	$	(68,677)
Carrying amount as of June 30, 2024	$	69,178

Note 7 - Net loss per share

The following table presents the computation of basic and diluted net loss per share for the six months ended June 30, 2024 and 2023:


	For the six months ended June 30,
	2024	2023
		(Restated)
	Class A and B Common
Net loss attributable to common shareholders	(539,485)	(340,830)
Weighted-average number of common shares outstanding:
Basic and diluted	2,110,214	2,109,952

Net loss per share (in ones):
Basic and diluted	(0.26)	(0.16)

The following table presents shares that were not included in the calculation of diluted loss per share as their effects would have been antidilutive for the six months ended June 30, 2024 and 2023:


			For the six months ended June 30,
			2024			2023

F-15

Notes to the Unaudited Condensed Consolidated Financial Statements

(in thousands of U.S. dollars unless otherwise stated)


		(Restated)
Earn-out Shares	158,177,609	158,177,609
Class C-1 Shares	20,499,965	20,499,965
Class C-2 Shares	4,500,000	4,500,000
PSUs	5,084,454	2,326,794
RSUs	11,752,934	708,968
Marketing consulting services agreement	—	62,500

RSAs	410,746	—
Total antidilutive shares	200,425,708	186,275,836

Note 8 - Intangible assets and goodwill

The following table depicts the split between Polestar Group’s intangible assets, goodwill and trademarks:


	As of June 30, 2024		As of December, 31, 2023
Intangible assets	1,410,432		1,362,281
Goodwill and trademarks	47,767		50,448
Total	$	1,458,199	$	1,412,729

Intangible assets were as follows:


	Internally developed IP		Software		Acquired IP		Total
Acquisition cost
Balance as of January 1, 2024	312,945		11,380		1,835,718		2,160,043
Additions1	79,050		356		60,768		140,174





Effect of foreign currency exchange rate differences	(16,685)		(842)		(85,159)		(102,686)
Balance as of June 30, 2024	$	375,310	$	10,894	$	1,811,327	$	2,197,531
Accumulated amortization and impairment
Balance as of January 1, 2024	(18,894)		(1,548)		(777,320)		(797,762)
Amortization expense	—		(689)		(3,166)		(3,855)




Amortization capitalized into inventory	(299)		—		(11,298)		(11,597)
Effect of foreign currency exchange rate differences	1,027		104		24,984		26,115
Balance as of June 30, 2024	$	(18,166)	$	(2,133)	$	(766,800)	$	(787,099)

Carrying amount as of January 1, 2024	$	294,051	$	9,832	$	1,058,398	$	1,362,281
Carrying amount as of June 30, 2024	$	357,144	$	8,761	$	1,044,527	$	1,410,432

1 – Of $140,174 in additions for the six months ended June 30, 2024, $93,134 has been settled in cash. These $93,134 are included in the $236,934 cash used for investing activities related to additions to intangible assets, and the remaining $143,800 relates to decreases in Trade payables - related parties from prior years which were settled in cash during the six months ended June 30, 2024.

Additions to internally developed IP are primarily related to the Polestar 5 and various other internal programs, such as model year changes, for the six months ended June 30, 2024. Additions of acquired IP during the six months ended June 30, 2024 were primarily related to acquisitions of Polestar 3 IP from Volvo Cars and Polestar 4 IP from Geely. Polestar also acquired IP related to model years changes of the Polestar 2 from Volvo Cars. Refer to Note 15 - Related party transactions for further details.

Changes to the carrying amount of goodwill and trademarks during the period were as follows:


	Goodwill		Trademarks		Total
Balance as of January 1, 2024	48,061		2,387		50,448

Effect of foreign currency exchange rate differences	(2,554)		(127)		(2,681)
Balance as of June 30, 2024	$	45,507	$	2,260	$	47,767

Note 9 - Property, plant, and equipment

As of June 30, 2024, and December 31, 2023, Property, plant and equipment (or "PPE") is recognized in the Unaudited Condensed Consolidated Statement of Financial Position with carrying amounts of $547,098 and $316,867, respectively. Of these amounts,

F-16

Notes to the Unaudited Condensed Consolidated Financial Statements

(in thousands of U.S. dollars unless otherwise stated)

$70,981 and $88,322 is related to ROU assets for leased buildings and land, and $9,768 and $9,896 is related to ROU assets for leased machinery and equipment, respectively. Refer to Note 6 - Leases for more details on the Group's ROU assets and operating leases.

Property, plant and equipment was as follows:


	Buildings and land		Machinery and equipment		Machinery under development		Total
Acquisition Cost





Balance as of January 1, 2024	$	8,916	$	180,945	$	94,142	$	284,003
Additions1	2,732		71,867		186,296		260,895
Divestments and disposals	—		(70)		—		(70)
Reclassifications	1,962		58,017		(59,979)		—


Effect of foreign currency exchange differences	(269)		(6,002)		(2,611)		(8,882)
Balance as of June 30, 2024	$	13,341	$	304,757	$	217,848	$	535,946
Depreciation and impairment
Balance as of January 1, 2024	(2,709)		(62,043)		(602)		(65,354)
Depreciation expense	(1,287)		(1,805)		—		(3,092)
Depreciation capitalized into inventory	—		(2,398)		—		(2,398)
Divestments and disposals	—		34		—		34



Effect of foreign currency exchange differences	69		1,144		—		1,213
Balance as of June 30, 2024	$	(3,927)	$	(65,068)	$	(602)	$	(69,597)


Carrying amount at June 30, 2024	$	9,414	$	239,689	$	217,246	$	466,349

1 - Of $260,895 in additions for the six months ended June 30, 2024, $64,464 has been settled in cash. These $64,464 are included in the $83,884 in the cash-flow from investing activities related to additions to property, plant and equipment, and the remaining $19,420 relates to decreases in Trade payables - related parties from prior years which were settled in cash during the six months ended June 30, 2024.

Note 10 - Financial instruments

The following table shows the carrying amounts of financial assets and liabilities measured at fair value through profit and loss on a recurring basis:


	As of June 30, 2024								As of December, 31, 2023
Assets measured at FVTPL	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Other investments	—		—		2,285		2,285		—		—		2,414		2,414
Total financial assets measured at FVTPL	$	—	$	—	$	2,285	$	2,285	$	—	$	—	$	2,414	$	2,414

Earn-out rights	—		—		15,764		15,764		—		—		155,402		155,402
Class C-1 Shares	2,870		—		—		2,870		4,920		—		—		4,920
Class C-2 Shares	—		630		—		630		—		1,080		—		1,080
Total financial liabilities measured at FVTPL	$	2,870	$	630	$	15,764	$	19,264	$	4,920	$	1,080	$	155,402	$	161,402

Refer to Note 1 - Overview and basis of preparation and Note 11 - Reverse recapitalization for more details on the financial liabilities related to the Class C Shares and the Earn-out rights.

The following table shows the carrying amounts of financial assets and liabilities measured at amortized cost:


	As of June 30, 2024		As of December, 31, 2023
Cash and cash equivalents	668,911		768,927
Trade receivables and trade receivables - related parties	184,065		187,231
Accrued income - related parties	34,135		152,605
Other current receivables and other current receivables - related parties	18,056		25,920
Other non-current receivables	6,091		5,378
Restricted cash	21,490		1,834
Total financial assets measured at amortized cost	$	932,748	$	1,141,895

F-17

Notes to the Unaudited Condensed Consolidated Financial Statements

(in thousands of U.S. dollars unless otherwise stated)



Current and non-current liabilities to credit institutions	2,484,108		2,023,582
Other non-current interest bearing liabilities and other non-current interest bearing liabilities - related parties	1,427,304		1,463,683
Accrued expenses and accrued expenses - related parties	559,463		593,056
Trade payables and trade payables - related parties	482,383		368,145
Interest-bearing current liabilities1 and interest bearing current liabilities - related parties	119,121		87,879
Other non-current liabilities and other non-current liabilities - related parties	11,571		73,149
Current and non-current liabilities related to repurchase commitments	117,751		58,482
Advance payments from customers	18,694		16,415
Other current liabilities and other current liabilities - related parties	64,142		606
Total financial liabilities measured at amortized cost	$	5,284,537	$	4,684,997

1 – The Group’s current and non-current lease liabilities are included in Interest-bearing current liabilities and Other non-current interest-bearing liabilities, respectively. These amounts are presented separately in Note 6 - Leases.

Total interest income arising on financial assets measured at amortized cost related to cash and cash equivalents for the six months ended June 30, 2024 and 2023 amounted to $5,606 and $12,489, respectively. Total interest expense arising on financial liabilities measured at amortized cost related to liabilities to credit institutions, lease liabilities, other financing obligations, and related party liabilities for the six months ended June 30, 2024 and 2023 amounted to $165,215 and $73,869, respectively.

The following table shows the maturities for the Group’s non-derivative financial assets and liabilities as of June 30, 2024:


	Due within 1 year		Due between 1 and 5 years		Due beyond 5 years		Total
Trade receivables and trade receivables - related parties	184,065		0		0		184,065
Accrued income - related parties	34,135		—		—		34,135
Other current receivables and other current receivables - related parties	18,056		—		—		18,056
Other non-current receivables	—		6,091		—		6,091
Restricted cash	—		21,490		—		21,490
Total financial assets	$	236,256	$	27,581	$	—	$	263,837

Current and non-current liabilities to credit institutions	1,536,819		947,289		—		2,484,108
Other non-current interest bearing liabilities and other non-current interest bearing liabilities - related parties	—		1,406,713		20,591		1,427,304
Accrued expenses and accrued expenses - related parties	559,463		—		—		559,463
Trade payables and trade payables - related parties	482,383		—		—		482,383
Interest-bearing current liabilities and interest bearing current liabilities - related parties	119,121		—		—		119,121
Other non-current liabilities and other non-current liabilities - related parties	—		11,571		—		11,571
Current and non-current liabilities related to repurchase commitments	81,202		36,549		—		117,751
Advance payments from customers	18,694		—		—		18,694
Other current liabilities and other current liabilities - related parties	64,142		—		—		64,142
Total financial liabilities	$	2,861,824	$	2,402,122	$	20,591	$	5,284,537

Note 11 - Reverse recapitalization

Polestar underwent a reverse recapitalization through the merger with GGI and related arrangements on June 23, 2022. For more detail on the reverse capitalization, including the net assets of GGI assumed by the Group and the Class C Shares and Earn out rights issued in connection with the merger that are accounted for as derivative liabilities in accordance with IAS 32, Financial Instruments: Presentation (“IAS 32”), and IFRS 9, Financial Instruments (“IFRS 9”), refer to Note 1 - Overview and basis of preparation and Note 18 - Reverse recapitalization in the Consolidated Financial Statements for Polestar Automotive Holding UK PLC, as of December 31, 2023 and 2022, and for the three years ended December 31, 2023, that were included in the Form 20-F filed with the SEC on August 14, 2024.

Class C Shares

F-18

Notes to the Unaudited Condensed Consolidated Financial Statements

(in thousands of U.S. dollars unless otherwise stated)

The Class C-1 Shares are publicly traded on the Nasdaq (i.e., Level 1 input) and the closing share price of the GGI Public Warrants on June 23, 2022 was used to measure their fair value upon initial recognition. The Class C-2 Shares are not publicly traded and require a valuation approach leveraging Level 2 inputs. Refer to Note 2 - Significant accounting policies and judgements for further details on the valuation methodology utilized to determine the fair value of the Class C-2 Shares upon initial recognition and subsequently thereafter.


	As of June 30, 2024			As of December, 31, 2023
	Liability Fair Value		Number Outstanding	Liability Fair Value		Number Outstanding
Class C-1 Shares	2,870		20,499,965	4,920		20,499,965
Class C-2 Shares	630		4,500,000	1,080		4,500,000
Total	$	3,500	24,999,965	$	6,000	24,999,965


	Class C-1 Shares
As of January 1, 2024	4,920

Changes in fair value measurement	(2,050)
As of June 30, 2024	$	2,870


	Class C-2 Shares
As of January 1, 2024	1,080

Changes in fair value measurement	(450)
As of June 30, 2024	$	630

The fair value change for the Class C Shares are as follows:


	For the six months ended June 30,
	2024		2023
Fair value change - Class C-1 Shares	2,050		3,775
Fair value change - Class C-2 Shares	450		6,975
Fair value change - Class C Shares	$	2,500	$	10,750

Earn-out rights

Refer to Note 2 - Significant accounting policies and judgements for further details on the valuation methodology utilized to determine the fair value of the earn-out.


	Earn out rights
As of January 1, 2024	155,402

Changes in fair value measurement	(139,638)
As of June 30, 2024	$	15,764

The fair value change for the Earn-out rights are as follows:


	For the six months ended June 30,
	2024	2023
Fair value change - Earn-out rights	139,638	232,995

Note 12 - Inventories

The Group’s inventory primarily consisted of vehicles as follows:


	As of June 30, 2024		As of December, 31, 2023
Finished goods and goods for resale	805,540		1,070,897
Work in progress	31		32
Provision for impairment	(79,554)		(131,570)
Total	$	726,017	$	939,359

F-19

Notes to the Unaudited Condensed Consolidated Financial Statements

(in thousands of U.S. dollars unless otherwise stated)

Inventories recognized as an expense during the six months ended June 30, 2024, and 2023 amounted to $969,844 and $1,155,622, respectively, and were included in Cost of sales in the Unaudited Condensed Consolidated Statement of Loss and Comprehensive Loss.

As of June 30, 2024, and 2023 write-downs of inventories to net realizable value amounted to $27,132, and $11,795 respectively. The write down was recognized as an expense during the six months ended June 30, 2024, and 2023, and was included in Cost of sales in the Unaudited Condensed Consolidated Statement of Loss and Comprehensive Loss.

Inventories have been pledged as security for liabilities. Refer to Note 14 - Liabilities to credit institutions for further details.

Note 13 - Equity

Changes in the Group's equity during the six months ended June 30, 2024 were as follows:


	Class A Shares	Class B Shares	Share capital		Other contributed capital
Balance as of January 1, 2024	467,976,748	1,642,233,575	(21,168)		(3,615,187)
Conversion from Class B to Class A	1,592,341,000	(1,592,341,000)	—		—
Equity-settled share-based payment	144,249	—	(1)		(6,074)
Balance as of June 30, 2024	2,060,461,997	49,892,575	$	(21,169)	$	(3,621,261)

The following instruments of the Parent were issued and outstanding as of June 30, 2024:

•2,060,461,997 Class A Shares with a par value of $0.01, of which 1,675,841,017 were owned by related parties;

•49,892,575 Class B Shares with a par value of $0.01, of which all were owned by related parties;

•20,499,965 Class C-1 Shares with a par value of $0.10;

•4,500,000 Class C-2 Shares with a par value of $0.10; and

•50,000 Redeemable Preferred Shares with a par value of GBP 1.00.

As of June 30, 2024, there were an additional 2,939,538,003 Class A Shares and 1,727,474,164 Class B Shares with par values of $0.01 authorized for issuance. No additional Class C Shares or Redeemable Preferred Shares were authorized for issuance. Holders of Class A Shares in Parent are entitled to one vote per share and holders of Class B Shares in Parent are entitled to ten votes per share. Holders of Class C Shares in Parent are entitled to one vote per share for certain matters, but have no voting rights with respect to general matters voted on by holders of Class A Shares and Class B Shares in Parent. Additionally, holders of GBP Redeemable Preferred Shares in Parent have no voting rights. Any dividends or other distributions paid by Parent shall be issued to holders of outstanding Class A Shares and Class B Shares in Parent. Holders of Class C Shares and GBP Redeemable Preferred Shares in Parent are not entitled to participate in any dividends or other distributions. Refer to Note 11 - Reverse recapitalization for additional information on the Class C Shares which are accounted for as derivative financial liabilities in accordance with IAS 32 and IFRS 9.

Note 14 - Liabilities to credit institutions

The carrying amount of Polestar Group’s liabilities to credit institutions as of June 30, 2024 and December 31, 2023 are as follows:


Liabilities to credit institutions	As of June 30, 2024		As of December 31, 2023
Current
Working capital loans from banks	1,438,390		1,923,755
Floorplan facilities	84,445		87,039
Sale-leaseback facilities	13,984		12,788
Total	$	1,536,819	$	2,023,582
Non Current
Syndicated loan from banks	947,289		—
Total	$	947,289	$	—

Total liabilities to credit institutions	$	2,484,108	$	2,023,582

The Group has the following current working capital loans outstanding as of June 30, 2024:

F-20

Notes to the Unaudited Condensed Consolidated Financial Statements

(in thousands of U.S. dollars unless otherwise stated)

Currency

Term

Security

Interest

Nominal amount in respective currency (thousands)

Amount in USD (thousands)

USD

August 2023 - August 2024

Unsecured1

3 month SOFR2 plus 2.3% settled quarterly

402,000

USD

August 2023 - August 2024

Secured3

12 month SOFR2 plus 0.9%, settled quarterly

320,000

USD

August 2023 - August 2024

Unsecured1

12 month SOFR2 plus 1.1%, settled quarterly

82,000

CNY

September 2023 - September 2024

Unsecured1

12 month LPR4 plus 0.25%, settled quarterly

500,000

68,830

USD

September 2023 - September 2024

Unsecured1

12 month SOFR2 plus 0.65%, settled quarterly

118,000

USD

September 2023 - September 2024

Secured3

12 month SOFR2 plus 1.11% settled semi-annual

100,000

CNY

October 2023 - October 2024

Unsecured1

12 month LPR4 plus 0.15% settled quarterly

200,000

27,532

CNY

December 2023 - December 2024

Unsecured1

12 month LPR4 plus 1.05% settled quarterly

92,000

12,665

USD

December 2023 - December 2024

Secured3

12 month SOFR2 plus 1.7%, settled semi-annual

133,000

EUR

February 2024 - February 2025

Secured5

3 month EURIBOR6 plus 2.3% and an arrangement fee of 0.15%, settled quarterly

38,290

40,971

CNY

March 2024 - March 2025

Unsecured1

12 month LPR4 plus 1.05% settled quarterly

177,000

24,366

CNY

April 2024 - April 2025

Unsecured7

12 month LPR4 plus 0.35% settled quarterly

473,000

65,113

CNY

May 2024 - May 2025

Unsecured7

12 month LPR4 plus 0.35% settled quarterly

88,000

12,114

CNY

June 2024 - June 2025

Unsecured1

12 month LPR4 plus 0.85% settled quarterly

231,000

31,799

Total

1,438,390

1 - Letters of keep well from both Volvo Cars and Geely.

2 - Secured Overnight Financing Rate ("SOFR").

3 - Secured by Geely.

4 - People’s Bank of China (“PBOC”) Loan Prime Rate (“LPR").

5 - New vehicle inventory purchased via this facility is pledged as security until repaid. This facility has a repayment period of 90 days and includes a covenant tied to the Group’s financial performance.

6 - Euro Interbank Offered Rate (“EURIBOR”).

7 - Letter of comfort from Geely.

The Group's loan denominated in EUR which has a term of February 2024-February 2025 is subject to covenant requirements, including but not limited to minimum quarterly cash levels of €400,000. As of June 30, 2024, Polestar is not at risk of breaching this covenant.

The Group has the following non-current syndicated loan from banks outstanding as of June 30, 2024:

Currency

Term

Security

Interest

Nominal amount in
respective currency
(thousands)

Amount in
USD
(thousands)

USD

February 2024 - February 2027

Unsecured1,2

3 month Term SOFR3 plus 3.35%

583,489

EUR

February 2024 - February 2027

Unsecured1,2

3 month EURIBOR4 plus 2.85%

340,000

363,800

Total

947,289

1 - Letter of keep well from Geely and letters of comfort from Volvo Cars and PSD.

2 - The loans are secured by interest reserve accounts pledges with an aggregate of three months interest deposited. The Group had a restricted cash balance of $21,490 as of June 30, 2024.

3 - Term Secured Overnight Financing Rate ("Term SOFR").

4 - Euro Interbank Offered Rate (“EURIBOR”).

The syndicated loan is subject to covenant requirements, including but not limited to a minimum annual revenue of $5,359,900 for 2024, minimum quarterly cash levels of €400,000, and maximum quarterly financial indebtedness of $5,500,000. As of the issuance date of these Unaudited Condensed Consolidated Financial Statements, Polestar is at risk of breaching certain of these covenants, which could lead to the banks calling on the debt immediately if the breach occurs. In the event the debt is called upon immediately,

F-21

Notes to the Unaudited Condensed Consolidated Financial Statements

(in thousands of U.S. dollars unless otherwise stated)

the entirety of the debt will become current. Discussions have been initiated with certain of the lending banks to seek a waiver of those covenant requirements in a timely fashion.

Floorplan facilities

In the ordinary course of business, Polestar, on a market-by-market basis, enters into multiple low-value credit facilities with various financial service providers to fund operations related to vehicle sales. These facilities provide access to credit with the option to renew as mutually determined by Polestar Group and the financial service provider. The facilities are partially secured by the underlying assets on a market-by-market basis. As of June 30, 2024 and December 31, 2023, the aggregate amount outstanding under these arrangements was $133,785 and $122,786, respectively.

The Group maintains one such facility with the related party Volvo Cars that is presented separately in Interest-bearing current liabilities - related parties within the Unaudited Condensed Consolidated Statement of Financial Position. Of the amounts above, the aggregate amount outstanding as of June 30, 2024 and December 31, 2023 due to related parties amounted to $49,340 and 35,747, respectively. Refer to Note 15 - Related party transactions for further details.

Sale-leaseback facilities

Polestar has also entered into contracts to sell vehicles and then lease such vehicles back for a period of up to twelve months. At the end of the leaseback period, Polestar is obligated to re-purchase the vehicles. Accordingly, the consideration received for these transactions was recorded as a financing transaction. As of June 30, 2024 and December 31, 2023, the aggregate amount outstanding under these arrangements were $13,984 and $12,788, respectively.

Since the contracts identified above are short term with a duration of twelve months or less, the carrying amount of the contracts is deemed to be a reasonable approximation of their fair value. The Group’s risk management policies related to debt instruments are further detailed in Note 3 - Financial risk management of the Consolidated Financial Statements, as of December 31, 2023 and 2022, and for the three years ended December 31, 2023 that were included in the Form 20-F filed with the SEC on August 14, 2024. There are no changes in terms of risk management policies for the periods presented in these Unaudited Condensed Consolidated Financial Statements.

Note 15 - Related party transactions

For a detailed description of the Group’s related parties and related party transactions, refer to Note 27 - Related party transactions of the Consolidated Financial Statements, as of December 31, 2023 and 2022, and for the three years ended December 31, 2023, that were included in the Form 20-F filed with the SEC on August 14, 2024. There are no changes to the Group’s related parties for the periods presented in these Unaudited Condensed Consolidated Financial Statements as compared to the year ended December 31, 2023. Related party activity during the six months ended June 30, 2024 and 2023 and balances as of June 30, 2024 and December 31, 2023 are presented below.

Financing

Working capital loans

In May 2021, the Group entered into a working capital credit facility with Volvo Cars and subsequently made draw downs on the facility, which has a maturity of one year. As of June 30, 2024, $49,340 of this financing arrangement remained outstanding, which is included in Interest-bearing current liabilities - related parties on the Unaudited Condensed Consolidated Statement of Financial Position. Refer to Note 14 - Liabilities to credit institutions for further details.

Convertible instruments

On November 3, 2022 the Group entered into a credit facility agreement with Volvo Cars providing available credit of up to $800,000; originally terminating on May 3, 2024. The credit facility can be drawn upon once a month and is utilizable for general corporate purposes. Interest is calculated at the floating six-month SOFR rate plus 4.9% per annum. Prior to June 30, 2027, if the Group announces an offering of shares with a proposed capital raise of at least $350,000 and no fewer than five institutional investors participate in the offering, Volvo Cars has the right to convert the principal amount of any outstanding loans into the same class of shares and at the same price per share as received by the participating institutional investors. Under IAS 32 and IFRS 9, Volvo Cars' conversion right meets the definition of an embedded derivative financial liability that is required to be bifurcated from the host debt instrument and accounted for separately because it could result in the issuance of a variable number of Class A Shares in the Parent at a price that was not fixed at the inception of the agreement. Additionally, the economics of Volvo Cars' conversion right are not clearly and closely related to that of the host debt instrument because the principal value of Volvo Cars' conversion right depends on (1) whether or not the Group conducts a qualified equity offering to investors at a market discount and (2) the time-value of money associated with settlement of the liability earlier than June 30, 2027. As such, the financial liability related to Volvo Cars' conversion right is carried at fair value with subsequent changes in fair value recognized in the Consolidated Statement of Loss and Comprehensive Loss at each reporting date. On November 8, 2023, the credit facility agreement was amended to increase the overall credit capacity to $1,000,000 and extend the termination date to June 30, 2027. As a result of the amended terms, Polestar recalculated the carrying amount of the liability as the present value of the modified contractual cash flows and recognized a modification loss of $6,829 within Finance expense for the year ended December 31, 2023. As of June 30, 2024, the Group had principal draw downs of $1,000,000 outstanding under the facility, and the fair value of the financial liability related to Volvo Cars' conversion right was $0.

On November 8, 2023, the Group entered into a credit facility agreement with Geely providing available credit of up to $250,000; terminating on June 30, 2027. Other than the amount of credit available, the credit facility agreement with Geely maintains terms that are identical to the amended credit facility agreement with Volvo Cars. As of June 30, 2024 the Group had principal draws of $250,000 outstanding under the facility and the fair value of the financial liability related to Geely's conversion right was $0.

Other financing instruments

F-22

Notes to the Unaudited Condensed Consolidated Financial Statements

(in thousands of U.S. dollars unless otherwise stated)

On December 8, 2023, Polestar and Geely entered into an asset transfer agreement which, when considered together with certain other agreements not signed until after December 31, 2023, was designed to provide financing to Polestar in exchange for Polestar transferring legal ownership of certain Polestar unique tooling and equipment that will be used in the manufacturing of the PS3 (the "PS3 Tooling and Equipment") to Geely. As of June 30, 2024, total principal of $132,237 was outstanding under this financing arrangement.

As of June 30, 2024 the total principal balance outstanding under the facilities with Volvo Cars and Geely is reflected within Other current liabilities - related parties and Other non-current interest-bearing liabilities - related parties.

Sale of goods, services and other

The total revenue recognized for each related party was as follows:


	For the six months ended June 30,
	2024		2023
			(Restated)
Polestar Times Technology	61,650		—
Volvo Cars	56,642		55,311
Ziklo Bank AB1	44,042		21,754
Geely	—		1,245
Total	$	162,334	$	78,310

1- In March 2024, Volvofinans Bank AB changed its name to Ziklo Bank AB.

For the six months ended June 30, 2024 revenue from related parties amounted to $162,334 (17.9%) of total revenue. For the six months ended June 30, 2023 revenue from related parties amounted to $78,310 (6.3%) of total revenue.

Purchases of goods, services and other

The total purchases of goods services and other for each related party were as follows:


	For the six months ended June 30,
	2024		2023
			(Restated)
Volvo Cars	448,046		1,229,939
Geely	186,650		84,815
Renault Korea Motors Co. Ltd	5,135		—
Zheijiang C2M Digital Technology Co. Ltd	815		—
Ziklo Bank AB	230		312
Wuxi InfiMotion Propulsion Technology Co., Ltd.,	17		6,922
Total	$	640,893	$	1,321,988

Cost of R&D and intellectual property

Polestar Group has R&D transactions with Volvo Cars and Geely (joint development, IP owned by VCC vs. Polestar and related license rights, fixed price contracting, supplier recovery, etc). Polestar has entered into agreements with Volvo and Geely regarding the development of technology for upgrades of existing models; as well as for upcoming models. The technology can be either Polestar unique or commonly shared. In both cases, Polestar is in control of the developed product through a license or through ownership of the IP. The recognized asset associated with these agreements as of June 30, 2024 was $1,044,527, of which acquisitions attributable to 2024 were approximately $60,768. As of December 31, 2023, the recognized asset associated with these agreements was $1,058,398, of which acquisitions attributable to 2023 were $240,312.

Amounts due to related parties

Amounts due to related parties were as follows:


Trade payables - related parties, accrued expenses, and other current liabilities - related parties	As of June 30, 2024	As of December, 31, 2023
Volvo Cars	415,470	498,729
Geely	205,144	224,808
Ziklo Bank AB	1,115	2,022

F-23

Notes to the Unaudited Condensed Consolidated Financial Statements

(in thousands of U.S. dollars unless otherwise stated)


Volvo Car Financial Services UK	5,332		751
Polestar Times Technology	4,028		—
Total	$	631,089	$	726,310


Interest bearing current liabilities - related parties	As of June 30, 2024		As of December, 31, 2023
Volvo Car Financial Services UK	49,340		35,748
Geely	23,669		21,956
Volvo Cars	29,255		10,628

Total	$	102,264	$	68,332


Other non-current interest-bearing liabilities - related parties	As of June 30, 2024		As of December, 31, 2023
Volvo Cars	1,030,022		1,049,463
Geely	354,034		359,781


Total	$	1,384,056	$	1,409,244

The Group’s interest expense from related parties is as follows:


	For the six months ended June 30,
	2024	2023
		(Restated)
Interest expense - related parties	72,362	25,782

Amounts due from related parties

Amounts due from related parties were as follows:


Trade receivables - related parties, accrued income - related parties, and other current assets - related parties	As of June 30, 2024		As of December, 31, 2023
Geely	43,033		43,951
Volvo Cars	19,088		168,523
Ziklo Bank AB	5,126		954
Wuhan Lotus Cars Co., LTD.	4,336		5,630
Polestar Times Technology	2,688		4,149
Volvo Car Financial Services UK	1,010		—
Total	$	75,281	$	223,207

Note 16 - Commitments and contingencies

Commitments

As of June 30, 2024, commitments to acquire PPE and intangible assets were $149,315 and $176,812, respectively. As of December 31, 2023, commitments to acquire PPE and intangible assets were $334,482 and $162,529, respectively. These commitments are contractual obligations to invest in PPE and intangible assets for the production of upcoming vehicle models Polestar 3, Polestar 4, Polestar 5 and Polestar 6. As of June 30, 2024 and December 31, 2023, Polestar also had a capital injection commitment related to the investment in Polestar Times Technology amounting to $63,700 and $68,600, respectively. Refer to Note 5 - Investment in associates for more details on the investment in Polestar Times Technology.

Polestar has signed contracts with certain suppliers including a non-cancellable commitment, an agreed minimum purchase volume, or an agreed minimum sales volume. In the event of a shortfall in purchases, a shortfall in sales, or Polestar´s decision to terminate such contracts, these suppliers are entitled to compensation from Polestar. The amounts in the table below represent Polestar´s future commitments as of June 30, 2024:

F-24

Notes to the Unaudited Condensed Consolidated Financial Statements

(in thousands of U.S. dollars unless otherwise stated)


	Total		Less than 1 year		Between 1-5 years		After 5 years
PS2 battery purchase volume commitments	91,193		44,566		46,627		—
Logistics service commitments	38,364		38,364		—		—
PS3 and PS4 purchase volume commitments	226,954		226,954		—		—
PS4 sales volume commitments	80,885		13,483		60,069		7,333

Total	$	437,396	$	323,367	$	106,696	$	7,333

Contingencies

In the normal course of business, the Group is subject to contingencies related to legal proceedings, claims, and other assessments that cover a wide range of matters. Liabilities for such contingencies are not recorded until it is probable that a present obligation exists and the amount of the obligation can be estimated reliably. However, contingencies are disclosed when the potential financial effect could be material. As of June 30, 2024 and December 31, 2023, the Group did not have any material contingencies.

Note 17 - Subsequent events

Management has evaluated events subsequent to June 30, 2024 and through September 30, 2024, the date these Unaudited Condensed Consolidated Financial Statements were authorized for issuance by the Board of Directors. The following events which occurred subsequent to June 30, 2024 merited disclosure in these Unaudited Condensed Consolidated Financial Statements. Management determined that no adjustments were required to the figures presented as a result of these events.

On August 2, 2024, Polestar entered into an 11-month working capital loan for $196,000 with China CITIC Bank Hangzhou Branch. This loan carries an interest rate of 7.8% per annum due quarterly. This loan benefits from letters of comfort from Geely.

On August 20, 2024, Polestar entered into a 12-month revolving credit facility with Standard Chartered Bank (Hong Kong) Limited ("SCB") for an aggregate principal amount of up to $300,000. Each draw of this facility carries interest at a rate of the 3-month Term SOFR plus 1% per annum, 12-month Term SOFR plus 1.2% per annum, or otherwise as mutually agreed at each draw down. All draws under this revolving credit facility are secured by Geely. On August 23, 2024 and September 9, 2024, Polestar borrowed $100,000 and $100,000, respectively, under the facility. Both draws carry interest at the 12-month Term SOFR plus 1.2% per annum and have a repayment period of 12 months. On September 27, 2024, Polestar borrowed $100,000 under the facility. The draw carries interest at the 1-month Term SOFR plus 1% per annum and has a repayment period of 7 days, as mutually agreed upon by both parties.

On August 21, 2024, Polestar entered into an amended facilities agreement (“Second Amended Agreement”) with Volvo Cars pertaining to the credit agreement signed on November 3, 2022 (“Original Agreement”) and amended on November 8, 2023 (“Amended Agreement”). Under the Original Agreement, Polestar had $800,000 in borrowing capacity and under the Amended Agreement, Polestar was provided an additional $200,000 line of credit. As of the date these financial statements were ready for issuance, Polestar had drawn down on all $1,000,000 of available credit. The Second Amended Agreement extends the loan’s maturity date from June 30, 2027 to December 29, 2028. Interest will be calculated using the floating 6-month SOFR rate plus 4.9% per annum.

On August 27, 2024, Polestar entered into a 12-month working capital loan for $320,000 with PingAn Bank. This loan carries an interest rate of 12-month SOFR plus 0.55% due quarterly. This loan is secured by Geely.

On August 28, 2024, Polestar entered into a 12-month working capital loan for $82,000 with PingAn Bank. This loan carries an interest rate of 12-month SOFR plus 0.55% due quarterly. This loan benefits from letters of comfort from Geely.

On September 6, 2024, Polestar and Volvo Car USA LLC, a Volvo Cars subsidiary, entered into an agreement for the manufacturing of Polestar 3 vehicles in Volvo Cars' Charleston plant. Under this agreement, Polestar is committed to purchase certain volumes of Polestar 3 vehicles between 2024 and 2031. In the event that Polestar´s actual volumes purchased during the production period are lower than the agreed volumes, Polestar is obligated to compensate Volvo Cars for fixed costs related to the lost capacity.

On September 16, 2024, Polestar entered into a 12-month revolving green trade facility with Banco Bilbao Vizcaya Argentaria, S.A., Hong Kong Branch ("BBVA") for an aggregate principal amount of up to $150,000, available for drawdown in EUR or USD. All draws under this revolving credit facility are secured by Geely. On September 19, 2024, Polestar borrowed $100,000 under the facility. This draw carries interest at the 12-month Term SOFR plus 1.1% and has a repayment period of 12 months. On September 27, 2024, Polestar borrowed an additional $50,000 under the facility. This draw carries interest at the 1-month Term SOFR plus 1.1% and has a repayment period of 7 days, as mutually agreed upon by both parties.

On September 19, 2024, Polestar entered into a 6-month working capital loan for $100,000 with China CITIC Bank Hangzhou Branch. This loan carries an interest rate of 6.9% per annum due monthly. This loan is secured by Geely.

On September 26, 2024, Polestar entered into a 9-month working capital loan for $104,000 with China CITIC Bank Hangzhou Branch. This loan carries an interest rate of 7.8% per annum due quarterly. This loan benefits from letters of comfort from Geely.

Note 18 - Restatement of prior period financial statements

In connection with the preparation of our consolidated financial statements as of and for the year ended December 31, 2023, management identified various misstatements in our previously issued 2021 and 2022 annual financial statements and 2023 interim financial statements. Management has assessed the materiality of the misstatements on these previously issued financial statements in accordance with the SEC Staff Accounting Bulletin ("SAB") Topic 1.M, Materiality. Based on this, management concluded that prior year financial statements should be corrected, even though such revision previously was and continues to be immaterial to the prior

F-25

Notes to the Unaudited Condensed Consolidated Financial Statements

(in thousands of U.S. dollars unless otherwise stated)

year financial statements. In these Unaudited Condensed Financial Statements, the Unaudited Condensed Consolidated Statement of Loss and Comprehensive Loss and the Unaudited Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2023, have been restated to align to the revisions during 2023 to correct for the carryforward impacts of the misstatements in our previously issued 2021 and 2022 annual financial statements. The errors relate to the following categories of misstatements:

(i) Inventories

The errors identified in the Inventories category encompass errors relating to incorrect valuation, classification, recognition, and allocation of costs associated with inventory. The most significant errors in this category include the incorrect treatment of certain launch costs, capitalization of inventory cost allocation, failed sale/lease transactions, and vehicles with repurchase obligations. The impact to the Unaudited Condensed Consolidated Statement of Loss and Comprehensive Loss of the inventory related error corrections was an increase in the loss by $23,662.

(ii) Accruals and Deferrals

The errors identified in the Accruals and Deferrals category encompass errors relating to the recognition and measurement of accruals and deferrals. These errors include both the understatement and overstatement of accruals and deferrals before the issuance of the financial statements, despite the availability of accurate information. The most significant transactions in this category include incorrect warranty accrual release, over accrual of operating expenses in North America and timing of revenue recognition and deferred revenue related to vehicle subscription services. The impact to the Unaudited Condensed Consolidated Statement of Loss and Comprehensive Loss of the accrual and deferral related error corrections was an increase in the loss by $10,711.

(iii) Capitalization of expenses

The errors identified in the Capitalization of Expenses category encompass errors relating to expenses that were erroneously capitalized as an asset and vice-versa. The most significant transactions in this category include incorrect recognition of certain assets in China, and the incorrect capitalization of manufacturing engineering expenses as an intangible asset related to services provided to certain contract manufacturing facilities. The impact to the Unaudited Condensed Consolidated Statement of Loss and Comprehensive Loss of the capitalization related error corrections was a reduction of the loss of $10,376.

(iv) Other - Reclassifications

The errors identified in the Other - Reclassifications category encompass errors arising from misallocations of assets and liabilities between different financial statement captions and misallocations of assets and liabilities between current and non-current. The most significant adjustments in this category include non-current reclassification misstatements related to certain buyback liabilities, an error in lease asset and liability in the United Kingdom, a reclassification of internally developed IP to software, and a reclassification of goods received not invoiced from trade payables to other current liabilities. There is a marginal impact to the Unaudited Condensed Consolidated Statement of Loss and Comprehensive Loss due to reclassifications relating to lease expense reversals upon the reclassification of a lease liability to a financing obligation in Korea.

(v) Deferred Taxes and Income Taxes

The errors identified in the Deferred Taxes and Income Taxes category encompass errors relating to the recognition, measurement, and reporting of the Group’s deferred tax assets, deferred tax liabilities, and income tax expenses. These errors include improper estimation of deferred tax amounts, errors in tax calculations, and errors pertaining to the treatment of value added tax. The most significant transactions in this category include incorrect recognition of deferred tax assets and deferred liabilities at the Sweden tax rate, instead of the local market rate, and incorrect recording of deferred taxes and income tax expense in North America resulting from the other misstatement categories explained. The tax impact of all misstatement corrections has also been recognized. The impact to the Unaudited Condensed Consolidated Statement of Loss and Comprehensive Loss of the tax related error corrections and the tax effect of the other error corrections was an increase in the loss of $4,330.

The tables below present the effect of the correction of the misstatements and the revision on the Unaudited Condensed Consolidated Statement of Loss and Comprehensive Loss and Unaudited Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2023.

Unaudited Condensed Consolidated Statement of Loss and Comprehensive Loss for the six months ended June 30, 2023


Particulars	Originally Reported Amounts		Adjustments		Restated Amounts		Restatement Reference
Revenue	1,231,265		6,370		1,237,635		(i),(ii),(iv)
Cost of sales	(1,213,654)		(2,366)		(1,216,020)		(i),(ii),(iii),(iv)
Gross profit	$	17,611	$	4,004	$	21,615
Selling, general and administrative expense	(448,632)		(25,975)		(474,607)		(i),(ii),(iv)
Research and development expense	(81,311)		(1,739)		(83,050)		(ii),(iii)
Other operating expense, net	38,581		(22)		38,559		(i)

Operating loss	$	(473,751)	$	(23,732)	$	(497,483)
Finance income	12,489		—		12,489
Finance expense	(90,516)		(2,140)		(92,656)		(i),(iv)
Fair value change - Earn-out rights	232,995		—		232,995

F-26

Notes to the Unaudited Condensed Consolidated Financial Statements

(in thousands of U.S. dollars unless otherwise stated)


Fair value change - Class C Shares	10,750		—		10,750
Loss before income taxes	$	(308,033)	$	(25,872)	$	(333,905)
Income tax expense	(5,002)		(1,923)		(6,925)		(iv),(v)
Net loss	$	(313,035)	$	(27,795)	$	(340,830)
Net loss per share (in U.S. dollars)
Class A - Basic and Diluted	(0.15)		(0.01)		(0.16)
Class B - Basic and Diluted	(0.15)		(0.01)		(0.16)

Consolidated Statement of Comprehensive Loss

Net loss	(313,035)		(27,795)		(340,830)
Other comprehensive income:
Items that may be subsequently reclassified to the Consolidated Statement of Loss:
Exchange rate differences from translation of foreign operations	(26,735)		(923)		(27,658)		(i), (ii), (iii), (iv), (v)
Total other comprehensive income	$	(26,735)	$	(923)	$	(27,658)
Total comprehensive loss	$	(339,770)	$	(28,718)	$	(368,488)

Unaudited Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2023


Particulars	Originally Reported Amounts		Adjustments		Restated Amounts		Restatement Reference
Cash flows from operating activities
Net loss	(313,035)		(27,795)		(340,830)		(i), (ii), (iii), (iv), (v)
Adjustments to reconcile net loss to net cash flows:
Depreciation and amortization	57,074		(3,870)		53,204		(i), (ii), (iii)
Warranties	36,003		(1,384)		34,619		(i)
Impairment of inventory	11,795		—		11,795

Finance income	(12,489)		—		(12,489)
Finance expense	90,516		2,140		92,656		(i), (iv)
Fair value change - Earn-out rights	(232,995)		—		(232,995)
Fair value change - Class C Shares	(10,750)		—		(10,750)

Income tax expense	5,002		1,923		6,925		(iv), (v)


Disposals and derecognition of property plant and equipment and intangible assets	—		2,070		2,070		(iv)

Other provisions	—		14,873		14,873		(iv)
Unrealised Exchange Gain/Loss Operating Payables	—		(5,022)		(5,022)		(iv)
Other non-cash expense and income	19,252		(11,855)		7,397		(iv)
Change in operating assets and liabilities:
Inventories	(206,373)		17,172		(189,201)		(i), (iii), (iv)
Contract liabilities	24,673		(3,510)		21,163		(i), (ii), (iv)
Trade receivables, prepaid expenses and other assets	72,372		(3,684)		68,688		(i), (iv)
Trade payables, accrued expenses and other liabilities	(154,206)		19,440		(134,766)		(i), (ii), (iii), (iv)
Interest received	12,489		—		12,489
Interest paid	(48,667)		—		(48,667)
Taxes paid	(11,401)		—		(11,401)
Cash used for operating activities	$	(660,740)	$	498	$	(660,242)

F-27

Notes to the Unaudited Condensed Consolidated Financial Statements

(in thousands of U.S. dollars unless otherwise stated)


Cash flows from investing activities
Additions to property, plant and equipment	(42,948)		—		(42,948)
Additions to intangible assets	(239,850)		1,920		(237,930)		(iii)
Proceeds from the sale of property, plant and equipment	1,710		—		1,710



Cash used for investing activities	$	(281,088)	$	1,920	$	(279,168)
Cash flows from financing activities

Proceeds from short-term borrowings	1,671,964		—		1,671,964

Principal repayments of short-term borrowings	(598,953)		—		(598,953)
Principal repayments of lease liabilities	(9,045)		(2,526)		(11,571)		(i), (iv)


Cash provided by financing activities	$	1,063,966	$	(2,526)	$	1,061,440
Effect of foreign exchange rate changes on cash and cash equivalents	(38,603)		108		(38,495)		(i), (ii), (iii), (iv), (v)
Net increase in cash and cash equivalents	$	83,535	$	—	$	83,535
Cash and cash equivalents at the beginning of the period	$	973,877	$	—	$	973,877
Cash and cash equivalents at the end of the period	$	1,057,412	$	—	$	1,057,412

F-28