SES

Business Context and Reporting Period

This Form 8-K, filed on September 20, 2021, by Ivanhoe Capital Acquisition Corp. (Ivanhoe), reports the entry into Amendment No. 1 to the Business Combination Agreement with SES Holdings Pte. Ltd. (SES). The filing details modifications to the terms of the proposed merger, under which Ivanhoe will domesticate in Delaware and amalgamate with SES to form "New SES."

Key Financial Metrics

The filing does not provide specific revenue, profit, cash flow, or debt figures for the reporting period. It references the following financial terms regarding the transaction:

• Earn-Out Shares: 30,000,000 shares of Class A common stock (valued at $10.00 per share) are contingent upon the closing price reaching or exceeding $18.00 within a five-year window post-closing.
• Warrant Exercise Price: Redeemable warrants are exercisable for one Class A Ordinary Share at $11.50.
• Historical Performance: The filing notes SES has a history of no revenues and net losses.

Material Changes Versus Prior Period

The primary material change is the execution of Amendment No. 1 to the Original Business Combination Agreement dated July 12, 2021. Key modifications include:

• Restricted Share Awards: Pre-Closing recipients of SES restricted share awards are now explicitly entitled to receive Earn-Out Shares in the form of restricted shares of New SES at Closing, subject to vesting and forfeiture terms.
• Founder Group Consideration: Earn-Out Shares payable to Qichao Hu and affiliated entities (the "Founder Group") will be issued as Class B common stock. These shares carry the same economic rights as Class A stock but possess 10 votes per share instead of one.
• Aggregate Count: The amendment does not alter the total number of Earn-Out Shares (30,000,000).

Guidance, Outlook, Risks, and Contingencies

Outlook and Forward-Looking Statements: The filing contains extensive forward-looking statements regarding market opportunity, financial projections, and the successful consummation of the Business Combination. Management disclaims any obligation to update these statements.

Risks and Contingencies:

• Transaction Completion: Risks include failure to obtain regulatory approvals, shareholder approval, or timely consummation of the merger.
• Operational Risks: Uncertainty regarding the development and commercialization of SES's battery technology, delays in manufacturing, and supply chain challenges.
• Market Risks: Competition in the electric vehicle battery market and the willingness of consumers to adopt electric vehicles.
• Financial Risks: SES's history of no revenues and net losses; potential inability to raise additional equity or debt financing.
• Redemptions: The amount of redemption requests by Ivanhoe's public shareholders could impact the combined company's liquidity.

Investor Verification Checklist

• Verify the full text of Amendment No. 1 to the Business Combination Agreement (Exhibit 2.1) for complete legal terms.
• Review the Registration Statement on Form S-4 filed on August 10, 2021, for detailed risk factors and financial projections.
• Confirm the status of regulatory approvals required for the Business Combination.
• Assess the impact of potential shareholder redemptions on the combined entity's capital structure.
• Monitor the progress of SES's battery technology commercialization and supply chain agreements.