SCHEDULE: ZEEKR Privatization Complete, Delisting from NYSE

ZEEKR Intelligent Technology Holding Ltd has completed its merger, becoming a privately held subsidiary of Geely Auto and initiating its delisting from the New York Stock Exchange.

Summary

• The merger of ZEEKR Intelligent Technology Holding Ltd with Geely Auto closed on December 22, 2025, making ZEEKR a privately held, indirect wholly-owned subsidiary of Geely Auto.
• Ordinary Shares were cancelled in exchange for US$2.687 in cash or 1.23 ordinary shares of Geely Auto.
• American Depositary Shares (ADSs) were cancelled in exchange for US$26.87 in cash or 12.3 Geely Shares, delivered as American depositary shares.
• The total consideration for the acquisition of Ordinary Shares and ADSs by Geely Auto was approximately $2,398 million.
• ZEEKR's ADSs will be delisted from the New York Stock Exchange (NYSE), and the ADS program for Ordinary Shares will terminate.
• The company intends to suspend its reporting obligations under the Exchange Act by filing a Form 15 with the SEC in approximately 10 days.

Sentiment

Score: 6

Explanation: The filing confirms the expected completion of a major corporate action (privatization). While it provides a clear exit for shareholders, it also removes a publicly traded entity, which can be seen as neutral to slightly negative for market access, but positive for Geely's strategic control and integration of ZEEKR.

Positives

• The merger provides a clear exit for public shareholders at a defined value, offering either cash or shares in Geely Auto.
• Geely Auto has secured full ownership of ZEEKR, which could lead to streamlined operations and enhanced strategic alignment within the broader Geely group.

Negatives

• Public shareholders lose direct investment access to ZEEKR as it transitions to a private entity.
• The delisting from NYSE removes ZEEKR's shares from a major global exchange, potentially reducing liquidity for former shareholders who opted for Geely shares.

Risks

• Shareholders who opted for Geely Shares will now be exposed to the market risks associated with Geely Auto's stock performance.
• The deregistration process will result in less public financial scrutiny and transparency for ZEEKR going forward, as it will no longer be subject to SEC reporting requirements.

Future Outlook

ZEEKR Intelligent Technology Holding Ltd will cease to be a publicly traded company. Its ADSs will be delisted from the NYSE, and the company will terminate its SEC reporting obligations, transitioning to a privately held entity under Geely Auto.

Management Comments

• Mr. Li disclaims beneficial ownership to the Ordinary Share held by Luckview, except to the extent of his pecuniary interest in such Ordinary Share.

Industry Context

This privatization reflects a broader trend where parent companies consolidate ownership of their subsidiaries, often to gain greater control, streamline operations, or reduce the complexities and costs associated with public listing. For the electric vehicle industry, it signifies Geely Auto's full integration of ZEEKR, a key player in the premium EV segment, into its broader automotive strategy, potentially allowing for more agile decision-making and resource allocation.

Comparison to Industry Standards

• The privatization of ZEEKR by Geely Auto is a strategic move common in the automotive industry, where parent companies often seek to fully integrate successful subsidiaries, similar to Volkswagen's full integration of Porsche or Stellantis's consolidation of its various brands.
• The offer price of $2.687 per Ordinary Share and $26.87 per ADS represents the valuation agreed upon for taking the company private, which typically includes a premium over the pre-announcement trading price to incentivize shareholders.
• The delisting from NYSE and subsequent deregistration are standard procedures for companies transitioning from public to private ownership in the U.S. market, ensuring compliance with regulatory requirements for private entities.

Related Party Transactions

• The merger involves Geely Auto, which wholly owns Luckview, the entity holding one Ordinary Share of the surviving company. Shufu Li, a reporting person, exercises control over Geely Auto, indicating a significant related-party transaction in the privatization.

Stakeholder Impact

• **Shareholders**: Public shareholders receive cash or Geely Auto shares, losing direct investment in ZEEKR. Geely Auto gains full control and ownership.
• **Employees**: No direct impact on employees is mentioned, but privatization could lead to internal restructuring or strategic shifts under Geely Auto's full ownership.
• **Customers**: No direct impact on customers is mentioned, but there is potential for streamlined product development or integration within Geely's broader ecosystem.
• **Creditors**: Geely Auto is using debt financing for the acquisition, which could impact its own financial leverage and risk profile.

Next Steps

• NYSE is requested to file a Form 25 with the SEC to remove ADSs from listing and withdraw registration of Ordinary Shares and ADSs.
• The Issuer intends to file a Form 15 with the SEC in approximately 10 days to suspend its reporting obligations under the Exchange Act.
• Deregistration will become effective 90 days after the filing of Form 25 or such shorter period as may be determined by the SEC.

Key Dates

Recommendation

The company has completed its privatization and will be delisted from the NYSE. Public shareholders have already received or will receive cash or shares in Geely Auto as per the merger terms. There is no longer a public market for ZEEKR's shares, therefore, a 'sell' recommendation reflects the completion of the transaction and the cessation of public trading for ZEEKR Intelligent Technology Holding Ltd.

Keywords

ZEEKR, Geely Auto, Privatization, Merger, Delisting, NYSE, Schedule 13D/A, Electric Vehicles, Automotive, China