What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2022-03-31 compared with 2021-03-31 · 15 added, 339 removed, 2 unchanged (99% of the section changed)

MARKET FOR REGISTRANT’S

COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our units, Class A ordinary

shares and warrants listed on NYSE under the symbols “IVAN.U,”

“IVAN”

and “IVAN WS”, respectively.

As of December 31, 2020,

there were no holder of records of our units, Class A ordinary shares or warrants.

The number of holders of record does not include

a substantially greater number of “street name”

holders or beneficial holders whose units, Class A ordinary shares and

warrants are held of record by banks, brokers and other financial institutions.

Our Class A common stock is traded on The New York Stock Exchange (the “NYSE”) under the symbol “SES.” Our public warrants are traded on the NYSE under the symbol “SES WS.”

As of March 28, 2022, there were 141 holders of record of our Class A common stock and one holder of record of our public warrants.

Such numbers do not include DTC participants or beneficial owners holding shares through nominee names.

There is no public market for our Class B common stock and one holder of record of our Class B common stock as of March 28, 2022.

We have not paid any cash dividends on our shares of Class A common stock to date and do not anticipate paying any cash dividends for the foreseeable future.

The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition as well as general business conditions.

The payment of any cash dividends will be within the discretion of the Board at such time.

Securities Authorized for Issuance Under Equity Compensation Plans

As of December 31, 2021, Ivanhoe had no securities authorized for issuance under equity compensation plans.

Recent Sales of Unregistered Securities;

of Proceeds from Registered Offerings

Unregistered Sales

The sales of the Founder Shares

and Private Placement Warrants to our Sponsor and our initial shareholders as described herein were deemed to be exempt from registration

under the Securities Act, in reliance on Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a

public offering.

Use of Proceeds

On January 6, 2021, our

registration statement on Form S-l (File No.

333-251493) was declared effective by the SEC for the Public Offering pursuant

to which we sold an aggregate of 27,600,000 units at an offering price to the public of $10.00 per unit for an aggregate offering price

of $276,000,000, with each unit consisting of one Class A ordinary share and one-third of one Warrant.

Each whole Warrant entitles

the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share.

Morgan Stanley & Co.

as the representative for the underwriters (the “Underwriters”).

Our Public Offering did not terminate before all of the securities

registered in our registration statement were sold.

The Public Offering was consummated on January 11, 2021.

Net proceeds of $276,000,000

from the Public Offering and the sale of the Private Placement Warrants, including deferred underwriting discounts of approximately $9,660,000,

are held in the Trust Account at December 31, 2020.

We paid $5,520,000 in underwriting discounts and incurred offering costs of approximately

$661,000 related to the Public Offering.

In addition, the Underwriters agreed to defer approximately $9,660,000 in underwriting discounts,

which amount will be payable when and if a business combination is consummated.

No payments were made by us to directors, officers or

persons owning ten percent or more of our ordinary shares or to their associates, or to our affiliates.

There has been no material change

in the planned use of proceeds from the Public Offering as described in our final prospectus dated January 6, 2020 which was filed

with the SEC.

SELECTED FINANCIAL

As a “smaller reporting

company,”

we are not required to provide the information called for by this Item.

MANAGEMENT’S

DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

References to the “Company,”

“our,”

“us”

or “we”

refer to Ivanhoe Capital Acquisition Corp.

The following discussion and analysis

of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the

notes thereto contained elsewhere in this report.

Certain information contained in the discussion and analysis set forth below includes

forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding

Forward-Looking Statements

This Annual Report

on Form 10-K includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E

of the Securities Exchange Act.

We have based these forward-looking statements on our current expectations and projections about future

These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause

our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity,

performance or achievements expressed or implied by such forward-looking statements.

In some cases, you can identify forward-looking statements

by terminology such as “may,”

“should,”

“could,”

“would,”

“expect,”

“plan,”

“anticipate,”

“believe,”

“estimate,”

“continue,”

or the negative of such terms or other

similar expressions.

Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in

our other SEC filings.

We are a blank check

company incorporated on July 8, 2020 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange,

asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

Our Sponsor is Ivanhoe

Capital Sponsor LLC, a Cayman Islands limited liability

While we may pursue an

initial business combination target in any industry, we intend to focus our search on companies in a target in an industry where we believe

our management team’s expertise and experience will provide us with a competitive advantage.

We intend to effectuate our initial

business combination using cash from the proceeds of our initial public offering and the private placement of the private placement warrants,

the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or

backstop agreements we may enter into following the consummation of the IPO otherwise), shares issued to the owners of the target,

debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.

The issuance of additional

shares in a business combination:

may significantly dilute the equity interest of our existing

investors, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance

of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares;

may subordinate the rights of holders of Class A ordinary

shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;

could cause a change in control if a substantial number of our

Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards,

if any, and could result in the resignation or removal of our present officers and directors;

may have the effect of delaying or preventing a change of control

of us by diluting the share ownership or voting rights of a person seeking to obtain control of us;

may adversely affect prevailing market prices for our Class A

ordinary shares and/or warrants.

Similarly, if we issue

debt or otherwise incur significant debt, it could result in:

default and foreclosure on our assets if our operating revenues

after an initial business combination are insufficient to repay our debt obligations;

acceleration of our obligations to repay the indebtedness even

if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial

ratios or reserves without a waiver or renegotiation of that covenant;

our immediate payment of all principal and accrued interest,

if any, if the debt is payable on demand;

our inability to obtain necessary additional financing if the

debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;

our inability to pay dividends on our Class A ordinary

using a substantial portion of our cash flow to pay principal

and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses,

capital expenditures, acquisitions and other general corporate purposes;

limitations on our flexibility in planning for and reacting

to changes in our business and in the industry in which we operate;

increased vulnerability to adverse changes in general economic,

industry and competitive conditions and adverse changes in government regulation;

limitations on our ability to borrow additional amounts for

expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages

compared to our competitors who have less debt.

The registration statement

for our Public Offering became effective on January 6, 2021.

On January 11, 2021, we consummated the Public Offering of 27,600,000

units (the “Units”

and, with respect to the Class A ordinary shares included in the Units being offered, the “Public

Shares”), which includes 3,600,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00

per Unit, generating gross proceeds of $276.0 million, and incurring offering costs of approximately $15.8 million, inclusive of approximately

$9.7 million in deferred underwriting commissions.

Simultaneously with the

closing of the Public Offering, we consummated the Private Placement of 5,013,333 warrants (each, a “Private Placement Warrant”

and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with our Sponsor, generating

gross proceeds of approximately $7.5 million.

Upon the closing of the Public Offering and the

Private Placement, $276.0 million ($10.00 per Unit) of the net proceeds of the Public Offering and certain of the proceeds of the

Private Placement were placed in the Trust Account with Continental Stock Transfer & Trust Company acting as trustee and invested

in United States “government securities”

within the meaning of Section 2(a)(16) of the Investment Company Act having

a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment

Company Act of 1940, as amended, or the Investment Company Act, which invest only in direct U.S.

government treasury obligations, as determined

by us, until the earlier of:

(i) the completion of a business combination and (ii) the distribution of the Trust Account as

described below.

If we are unable to complete a business combination

within 24 months from the closing of the Public Offering, or January 11, 2023 (the “Combination Period”), we will

(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten

business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit

in the Trust Account, including interest (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution

expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’

rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably

possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve,

subject, in each case to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other

requirements of applicable law.

Results of Operations

Our entire activity since

inception through December 31, 2020 related to our formation, the preparation for the Public Offering, and since the closing of the

Public Offering, the search for a prospective initial business combination.

We have neither engaged in any operations nor generated

any revenues to date.

We will not generate any operating revenues until after completion of our initial business combination.

generate non-operating income in the form of interest income on cash and cash equivalents.

We expect to incur increased

expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due

diligence expenses.

For the period from July 8,

2020 (inception) through December 31, 2020, we had a loss of approximately $33,000, which consisted solely of general and administrative

Liquidity and Capital

As of December 31,

2020, we had cash of approximately $161,000 and a working capital deficit of approximately $421,000.

Our liquidity needs to

date have been satisfied through a contribution of $25,000 from our Sponsor to cover certain expenses in exchange for our issuance of

the Founder Shares, a loan of $500,000 from our Sponsor pursuant to a promissory note, and the proceeds from the consummation of the Private

Placement not held in the Trust Account.

We repaid the promissory note in full on January 15, 2021.

In addition, in order to

finance transaction costs in connection with a business combination, our Sponsor or an affiliate of our Sponsor, or certain of our officers

and directors may, but are not obligated to, provide us working capital loans.

To date, there were no amounts outstanding under any working

capital loan.

Based on the foregoing,

management believes that we will have sufficient working capital and borrowing capacity from our Sponsor or an affiliate of our Sponsor,

or certain of our officers and directors to meet our needs through the earlier of the consummation of a business combination or one year

from this filing.

Over this time period, we will be using these funds for paying existing accounts payable, identifying and evaluating

prospective initial business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures,

selecting the target business to merge with or acquire, and structuring, negotiating and consummating the business combination.

Management continues

to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative

effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is

not readily determinable as of the date of the balance sheet.

The financial statements do not include any adjustments that might result

from the outcome of this uncertainty.

RELATED PARTY TRANSACTIONS

Founder Shares

On July 22, 2020, our Sponsor paid an aggregate

of $25,000 for certain expenses on our behalf in exchange for the Founder Shares.

On December 16, 2020, our Sponsor surrendered 2,875,000

Founder Shares to us for cancellation for no consideration.

On January 6, 2021, we effected a share capitalization of 1,150,000 shares,

resulting in an aggregate of 6,900,000 Founder Shares outstanding.

All shares and associated amounts have been retroactively restated

to reflect the share surrender and share capitalization.

The holders of the Founder Shares have agreed to forfeit up to an aggregate of

900,000 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional units was not exercised in

full by the underwriters, so that the Founder Shares would represent 20% of our issued and outstanding shares after the Public Offering.

On January 11, 2021, the underwriter fully exercised its over-allotment option;

thus, these Founder Shares are no longer subject

to forfeiture.

The Initial Shareholders agreed not to transfer,

assign or sell any of their Founder Shares until the earlier to occur of (i) (v) with respect to 20% of such shares, until consummation

of the initial business combination, (w) with respect to 20% of such shares, until the closing price of Class A ordinary shares

equals or exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the initial business combination

(a “Requisite Trading Period”), (x) with respect to 20% of such shares, until the closing price of Class A ordinary

shares equals or exceeds $14.00 for the Requisite Trading Period, (y) with respect to 20% of such shares, until the closing price

of Class A ordinary shares equals or exceeds $16.00 for the Requisite Trading Period, and (z) with respect to the remaining

20% of such shares, until the closing price of Class A ordinary shares equals or exceeds $18.00 for the Requisite Trading Period,

and (ii) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction after the initial

business combination that results in all of the shareholders having the right to exchange their Class A ordinary shares for cash,

securities or other property;

provided that in the event that the per share value of the cash, securities or other property to be received

by the shareholders in such liquidation, merger, capital stock exchange or other similar transaction (the “Per Share Transaction

Value”) is less than $18.00, then the Founder Shares will be released from these transfer restrictions to the Initial Shareholders

on a pro rata basis as follows:

(a) to the extent not previously released, all Founder Shares that are subject to release upon achievement

of any share price performance requirements that are less than the Per Share Transaction Value will be released, and (b) the number

of Founder Shares that would be released upon the achievement of the next share price performance requirement that is higher than the

Per Share Transaction Value (the “Release Threshold”), multiplied by a fraction, the numerator of which equals (x) 2,

minus (y) the amount by which the Release Threshold exceeds the Per Share Transaction Value, and the denominator of which equals

2, will be released.

Any Founder Shares not released pursuant to the preceding sentence will be forfeited and cancelled.

Related Party Loans

On July 22, 2020, our Sponsor agreed to loan

us up to $600,000 pursuant to a promissory note (the “Note”), which was later amended on December 1, 2020.

non-interest bearing, unsecured and due upon the closing of the Public Offering.

We borrowed $500,000 under the Note.

On January 15,

2021, we repaid the Note in full.

In addition, in order to finance transaction costs

in connection with a business combination, our Sponsor, members of our founding team or any of our affiliates may, but are not obligated

to, loan us funds as may be required (“Working Capital Loans”).

If we complete a business combination, we would repay the

Working Capital Loans out of the proceeds of the Trust Account released to us.

Otherwise, the Working Capital Loans would be repaid only

out of funds held outside the Trust Account.

In the event that a business combination does not close, we may use a portion of proceeds

held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the

Working Capital Loans.

The Working Capital Loans would either be repaid upon consummation of a business combination, without interest,

or, at the lenders’

discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post

business combination entity at a price of $1.50 per warrant.

The warrants would be identical to the Private Placement Warrants.

for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect

to such loans.

To date, we had no borrowings under the Working Capital Loans.

Administrative Services

Commencing on the date that our securities were

first listed on the NYSE through the earlier of consummation of the initial business combination and the liquidation, we agreed to pay

our Sponsor $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of the

management team.

In addition, our Sponsor, officers and directors,

or any of our respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf

such as identifying potential target businesses and performing due diligence on suitable business combinations.

Our audit committee will

review on a quarterly basis all payments that were made to our Sponsor, officers or directors, or our affiliates.

Any such payments prior

to an initial business combination will be made from funds held outside the Trust Account.

Contractual Obligations

Registration and Shareholder

The holders of the Founder Shares, Private Placement

Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon

the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) were entitled

to registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the Public Offering.

The holders of these securities were entitled to make up to three demands, excluding short form demands, that we register such securities.

In addition, the holders have certain “piggy-back”

registration rights with respect to registration statements filed subsequent

to the completion of the initial business combination.

We will bear the expenses incurred in connection with the filing of any such registration

Underwriting Agreement

We granted the underwriters a 45-day option from

the closing date of the public offering to purchase up to 3,600,000 additional Units at the Public Offering price less the underwriting

discounts and commissions.

On January 11, 2021, the underwriters fully exercised its over-allotment option.

The underwriters were entitled to an underwriting

discount of $0.20 per unit, or approximately $5.5 million in the aggregate, paid upon the closing of the Public Offering.

$0.35 per unit, or approximately $9.7 million in the aggregate will be payable to the underwriters for deferred underwriting commissions.

The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete

a business combination, subject to the terms of the underwriting agreement.

Recent Accounting

Pronouncements

Our management does not

believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the

accompanying financial statements.

Off-Balance Sheet Arrangements

As of December 31,

2020, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

On April 5, 2012,

the JOBS Act was signed into law.

The JOBS Act contains provisions that, among other things, relax certain reporting requirements for

qualifying public companies.

We qualify as an “emerging growth company”

under the JOBS Act and are allowed to comply with

new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies.

We elected to delay

the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the

relevant dates on which adoption of such standards is required for non-emerging growth companies.

As a result, our financial statements

may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

As an “emerging

growth company”, we are not required to, among other things, (i) provide an auditor’s attestation report on our system

of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that

may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply

with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report

providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose

certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of

the CEO’s compensation to median employee compensation.

These exemptions will apply for a period of five years following the completion

of our initial public offering or until we are no longer an “emerging growth company,”

whichever is earlier.

AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting

company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this

STATEMENTS AND SUPPLEMENTARY DATA

Reference is made to

Pages F-1 through F-6 comprising a portion of this Report.

CHANGES IN AND DISAGREEMENTS

WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

Use of Proceeds from Registered Offerings

We did not issue any equity securities during the year ended December 31, 2021 that were not registered under the Securities Act and that have not otherwise been described in a Quarterly Report on Form 10-Q

or a Periodic Report on Form 8-K.

Equity Performance Graph

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity