SCHEDULE: ZEEKR Goes Private in $2.4B Geely Auto Merger

ZEEKR Intelligent Technology Holding Ltd has completed its merger, becoming a privately held, wholly-owned subsidiary of Geely Automobile Holdings Limited, and will delist from NYSE.

Summary

• ZEEKR Intelligent Technology Holding Ltd completed its merger on December 22, 2025, becoming a privately held, indirect wholly-owned subsidiary of Geely Automobile Holdings Limited.
• The total consideration for the Ordinary Shares and ADSs in connection with the Merger was valued at approximately $2,398 million.
• Each Ordinary Share was cancelled in exchange for US$2.687 in cash or 1.23 ordinary shares of Geely Auto.
• Each ADS was cancelled in exchange for US$26.87 in cash or 12.3 Geely Shares, which will be delivered in the form of American depositary shares.
• Geely Auto will fund the acquisition using Geely Shares, cash on balance, and debt financing, including a short-term facility agreement for up to US$420 million.
• ZEEKR's ADSs will no longer be listed on the New York Stock Exchange (NYSE), and the ADS program for the Ordinary Shares will terminate.
• The company has requested NYSE to file a Form 25 with the SEC to remove ADSs from listing and withdraw registration of Ordinary Shares and ADSs.
• ZEEKR intends to suspend its reporting obligations under the Exchange Act by filing a Form 15 with the SEC in approximately 10 days.
• Luckview Group Limited, a wholly-owned subsidiary of Geely Auto, now holds one Ordinary Share of the surviving company, representing 100% of its issued and outstanding shares.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive from Geely Auto's perspective as it successfully consolidates ZEEKR, but neutral to negative for public ZEEKR shareholders losing their investment vehicle and transparency. The score reflects the successful completion of a strategic corporate action for the acquirer.

Positives

• Geely Auto successfully completed the acquisition of ZEEKR, consolidating its ownership and control.
• The merger provides a clear exit strategy for ZEEKR shareholders, offering options for cash or Geely Auto shares.
• Geely Auto secured a short-term facility agreement for up to US$420 million to finance part of the merger consideration.

Negatives

• ZEEKR's ADSs will be delisted from the NYSE, removing public trading access for investors.
• The ADS program for ZEEKR Ordinary Shares will terminate, ending the mechanism for trading ZEEKR shares on a U.S. exchange.
• ZEEKR will suspend and eventually terminate its reporting obligations under the Exchange Act, significantly reducing public transparency and available financial information.

Risks

• The delisting and privatization of ZEEKR remove its public market access, potentially limiting future capital raising options from public markets.
• Termination of SEC reporting obligations means less public information will be available about ZEEKR's operations and financial performance, increasing information asymmetry for external parties.
• Shareholders whose shares were classified as Excluded Shares (e.g., those held by Luckview) were cancelled for no consideration.

Future Outlook

ZEEKR Intelligent Technology Holding Ltd will transition from a publicly traded entity to a privately held, indirect wholly-owned subsidiary of Geely Auto. Its ADSs will be delisted from the NYSE, and its SEC reporting obligations will be suspended and eventually terminated, signifying a complete withdrawal from public markets.

Management Comments

• After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. (Signed by Gui Shengyue, Director of Geely Automobile Holdings Limited and Luckview Group Limited)

Industry Context

This privatization move by Geely Auto for ZEEKR reflects a broader trend in the automotive industry, particularly within the electric vehicle (EV) sector, where parent companies may opt to consolidate promising subsidiaries to streamline operations, reduce public market pressures, and integrate them more deeply into their core strategies. It allows Geely Auto to have full control over ZEEKR's strategic direction and financial resources without the scrutiny and compliance costs associated with public listing, potentially accelerating ZEEKR's development within the Geely ecosystem.

Comparison to Industry Standards

• The delisting of ZEEKR from NYSE is a significant departure from the trend of EV startups seeking public listings to raise capital and gain visibility, such as Rivian (RIVN) or Lucid Group (LCID).
• This move is more akin to a parent company taking a subsidiary private, similar to how Dell Technologies took itself private in 2013 before relisting, or how some Chinese companies have delisted from U.S. exchanges due to regulatory or strategic reasons.
• The valuation of approximately $2.4 billion for the merger reflects a substantial investment by Geely Auto, positioning ZEEKR as a key asset within its portfolio, comparable to how major automotive groups integrate their premium or EV brands.

Management Changes

Corporate Governance

Related Party Transactions

• The merger itself is a related-party transaction, as Geely Auto was already a significant shareholder and parent company of ZEEKR.
• Luckview Group Limited, a wholly-owned subsidiary of Geely Auto, now holds 100% of the surviving company's Ordinary Shares.

Stakeholder Impact

• Shareholders (ZEEKR): Public shareholders received cash or Geely Auto shares in exchange for their ZEEKR shares. They lose direct investment in ZEEKR as a public entity and its associated transparency.
• Geely Auto: Gains full control and ownership of ZEEKR, allowing for deeper integration and strategic alignment without public market pressures.
• Employees (ZEEKR): No direct impact on employment status mentioned, but the change in ownership structure could lead to operational or strategic shifts.
• Customers/Suppliers (ZEEKR): No immediate direct impact mentioned, but integration into Geely Auto's broader ecosystem could affect future product development, supply chains, and market strategies.
• Creditors (Geely Auto): The facility agreement indicates new debt taken on by Geely Auto to finance the merger.

Next Steps

• NYSE to file Form 25 with the SEC to remove ADSs from listing and withdraw registration.
• ZEEKR to file Form 15 with the SEC in approximately 10 days to suspend reporting obligations.
• Deregistration of Ordinary Shares and ADSs to become effective 90 days after Form 25 filing or such shorter period as may be determined by the SEC.
• Repayment of the US$420 million facility on the date falling 364 days after the date of the Facility Agreement.

Key Dates

Keywords

ZEEKR, Geely Auto, Merger, Privatization, Delisting, NYSE, Schedule 13D, Acquisition, Ordinary Shares, ADSs, Luckview Group, Automotive, Electric Vehicles, China