SES Holdings Pte. Ltd. entered into a definitive agreement to acquire Ivanhoe Capital Acquisition Corp. (NYSE:IVAN) from Ivanhoe Capital Sponsor LLC and others in a reverse merger transaction for $3.4 billion on July 12, 2021. The total consideration to be paid to the shareholders of SES equals $2.81 billion and will be payable in shares of Class A common stock of Ivanhoe. In addition, the SES shareholders and optionholders will be entitled to receive 30 million shares of Class A common stock if the closing price of shares of Class A common stock of New SES is equal to or greater than $18 during the period beginning on the date that is one year following the closing of the transaction and ending on the date that is five years following the closing. The business combination values the combined company at an implied $3.4 billion pro forma equity value, inclusive of a $300 million earn-out, at a $10 per share price and assuming no redemptions by Ivanhoe's public shareholders and excluding certain sponsor shares that are subject to stock price-based vesting. The combined company is expected to receive up to $476 million of gross proceeds from a combination of a fully committed common stock PIPE (private investment in public equity) offering of $200 million at $10 per share, along with the approximately $276 million cash held in Ivanhoe's trust account assuming no redemptions by Ivanhoe's public shareholders.

All existing SES equity holders will roll all their equity holdings into the combined company and will own approximately 83.1% of the combined company. Ivanhoe shareholders will own 7.5%, PIPE investors will own 7.5% and Ivanhoe Sponsor will own 1.9% of the proforma company. On September 20, 2021, the parties entered into an amendment, under which, pre-closing recipients of SES restricted share awards will also be entitled to receive earn-out shares in the form of restricted shares of New SES at closing. Amendment also provides that the earn-out shares payable to Qichao Hu and certain entities affiliated to the founder group, will be in the form of shares of Class B common stock, of New SES that have the same economic rights as the shares of Class A common stock, but are entitled to 10 votes instead of the one vote to which shares of Class A common stock are entitled. Amendment does not affect the aggregate number of earn-out shares. Upon completion of the proposed transaction, the combined company will operate under the “SES AI Corporation” name and be listed on the NYSE under the ticker symbol “SES”. SES will list on the NYSE on November 3, 2021.

The transaction is subject to the expiration or termination of the applicable waiting period under the HSR Act; the approval of the business combination by the requisite Ivanhoe shareholders; the delivery of written consents from SES shareholders owning the requisite number of SES Shares to approve the business combination; the Registration Statement on Form S-4 relating to the Business Combination becoming effective; Ivanhoe shall have at least $5,000,001 of net tangible assets; and the shares to be issued in connection with the Closing shall have been approved for listing on the NYSE. The boards of directors of both SES and Ivanhoe have unanimously approved the proposed business combination. Ivanhoe board unanimously recommends that shareholders vote “FOR” the Business Combination Proposal. As of January 10, 2022, the U.S. Securities and Exchange Commission (the “SEC”) has declared effective Ivanhoe's registration statement on Form S-4. Ivanhoe's extraordinary general meeting of shareholders is scheduled to be held on February 1, 2022. As of February 1, 2022, the transaction has been approved by Ivanhoe's shareholders. The transaction is expected to be completed in fourth quarter of 2021. As of January 31, 2022, the transaction is expected to close on February 3, 2022.

Goldman Sachs & Co. LLC is serving as exclusive financial advisor, and Chang-Do Gong, Joel Rubinstein and Jonathan Rochwarger, Maia Gez, Victoria Rosamond, Arlene Hahn, Paul Pittman, Sang Ji, Farhad Jalinous, Karalyn Mildorf, Earl Comstock and Rebecca Farrington of White & Case LLP are serving as legal advisors to SES. Morgan Stanley & Co. LLC is serving as sole placement agent on the PIPE offering and as exclusive financial advisor to Ivanhoe, and Sean T. Wheeler, Debbie Yee, Travis J. Distaso, Cephas Sekhar David Wheat, Rob Fowler and John Lynn of Kirkland & Ellis LLP are serving as legal advisors to Ivanhoe. Matthew Stocker, and Alex Davies of Conyers Dill & Pearman (Cayman) Limited acted as legal advisors to SES. Continental Stock Transfer & Trust Company acted as transfer agent while Morrow Sodali LLC acted as proxy solicitor to Ivanhoe for a fee of $30,000 plus disbursements.

SES Holdings Pte. Ltd. completed the acquisition of Ivanhoe Capital Acquisition Corp. (NYSE:IVAN) from Ivanhoe Capital Sponsor LLC and others in a reverse merger transaction on February 3, 2022. An upsized $275 million common stock PIPE offering also closed on February 3, 2022, immediately prior to the closing of the transaction. In connection with the business combination, Ivanhoe was renamed “SES AI Corporation”, and Class A common stock and warrants of SES will commence trading on the New York Stock Exchange on February 4, 2022, under the new ticker symbols, “SES” and “SES WS”, respectively.