Business Context and Reporting Period
This Form 8-K reports on events occurring on January 11, 2021, for Ivanhoe Capital Acquisition Corp. (a Cayman Islands emerging growth company). The filing details the consummation of the Company's initial public offering (IPO) and a simultaneous private placement. Note: The input metadata references "SES AI Corp," but the filing text explicitly identifies the registrant as Ivanhoe Capital Acquisition Corp.
Key Financial Metrics
- Gross Proceeds (IPO): $276,000,000 from the sale of 27,600,000 Units at $10.00 per Unit (including full exercise of the 3,600,000 Unit over-allotment).
- Gross Proceeds (Private Placement): $7,520,000 from the sale of 5,013,333 Private Placement Warrants at $1.50 per warrant to Ivanhoe Capital Sponsor LLC.
- Total Funds Raised: $283,520,000.
- Trust Account Balance: $276,000,000 deposited into a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. This amount includes $270,480,000 from the IPO (net of deferred underwriting discounts) and $5,520,000 from the Private Placement.
- Deferred Underwriting Discount: $9,660,000 included in the trust account proceeds.
- Warrant Exercise Price: $11.50 per share.
- Profit/Loss/Cash Flow: The filing text does not provide specific net income, operating cash flow, or margin data, as this is a transaction report for a newly formed SPAC. An audited balance sheet is referenced as Exhibit 99.1.
Material Changes
The primary material change is the transition from a private entity to a publicly traded company on the New York Stock Exchange (NYSE) under the symbols IVAN (Class A shares), IVAN.U (Units), and IVAN WS (Warrants). The Company has established a trust account holding $276,000,000, which represents the capital available for a future business combination.
Guidance, Outlook, and Risks
Management Commentary: The Company has completed its IPO and private placement, securing the necessary capital to seek a target business combination. The filing confirms the issuance of an audited balance sheet as of the transaction date.
Risks and Contingencies: The filing does not explicitly detail specific risk factors in the text provided, though standard SPAC risks include the requirement to complete a business combination within a specified timeframe or return funds to shareholders. The warrants are redeemable and subject to adjustment.
Investor Verification Checklist
- Verify the full text of the Audited Balance Sheet (Exhibit 99.1) to confirm the exact cash position and liabilities post-IPO.
- Review the definitive Underwriting Agreement to understand the terms of the $9,660,000 deferred underwriting discount.
- Confirm the specific deadline for completing a business combination as outlined in the Company's charter (not detailed in this 8-K text).
- Check the Private Placement Warrant terms to understand any differences in redemption rights compared to public warrants.