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Item 9A. Controls and Procedures

2023-03-16 compared with 2022-03-31 · 77 added, 1274 removed, 123 unchanged (92% of the section changed)

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Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of Ivanhoe’s disclosure controls and procedures as of the end of the fiscal quarter ended December 31, 2021, as such term is defined in Rules 13a-15(e)

and 15d-15(e)

under the Exchange Act.

Based on this evaluation, our principal executive officer and principal financial officer concluded that during the period covered by this Annual Report, Ivanhoe’s disclosure controls and procedures were not effective as of December 31, 2021, because of a material weakness in its internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

Specifically, our management has concluded that Ivanhoe’s internal controls around the interpretation and accounting for certain complex financial instruments issued by it was not effectively designed or maintained.

This material weakness resulted in the restatement of Ivanhoe’s audited balance sheet as of January 11, 2021, as previously revised in its Quarterly Report on Form 10-Q

for the quarterly period ended March 31, 2021, filed with the SEC on June 14, 2021 and its interim consolidated financial statements for the quarters ended March 31, 2021, June 30, 2021, and September 30, 2021.

Additionally, this material weakness could result in a misstatement of the carrying value of equity, equity-linked instruments and related accounts and disclosures, and presentation of earnings per share that would result in a material misstatement of the consolidated financial statements that would not be prevented or detected on a timely basis.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our chief executive officer (“CEO”) and chief financial officer (“CFO”), we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2022, as such term is defined in Rules 13a-15(e) and 15d-15(e) under Securities Exchange Act of 1934, as amended (the “Exchange Act”).

D isclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure.

Based on this evaluation, our principal executive officer and principal financial officer have concluded that as of December 31, 2022, our disclosure controls and procedures were not effective due to material weaknesses in our internal control over financial reporting, as discussed in more detail below.

Management’s Report on Internal Controls Over Financial Reporting

As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting.

As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act of 2022 (“SOX”), our management is responsible for establishing and maintaining adequate internal control over financial reporting, as this term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with U.S.

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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of Ivanhoe’s internal control over financial reporting at December 31, 2021.

In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013).

Based on our assessments and those criteria, management determined that Ivanhoe’s internal controls over financial reporting were not effective as of December 31, 2021, because of a material weakness in its internal control over financial reporting.

Specifically, our management has concluded that Ivanhoe’s control around the interpretation and accounting for certain complex financial instruments issued by the Company was not effectively designed or maintained.

This material weakness resulted in the restatement of Ivanhoe’s consolidated balance sheet as of January 11, 2021, and its interim consolidated financial statements for the quarters ended March 31, 2021, June 30, 2021, and September 30, 2021.

This Annual Report on Form 10-K does not include an attestation report of internal controls from our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

Management with participation of the CEO and CFO under the oversight of our Board of Directors evaluated the effectiveness of our internal control over financial reporting as of December 31, 2022 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework (2013).

Based on that evaluation, management determined that our internal control over financial reporting was not effective as of December 31, 2022, because of the material weaknesses described below.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Certain components of the Company’s control environment were ineffective as the Company did not have a sufficient complement of resources with assigned responsibility and accountability for the design, operation and documentation of internal control over financial reporting.

This created deficiencies in the Company’s risk assessment process that led to ineffective information and communication activities as the controls necessary to ensure the reliability of information used in financial reporting and communicate relevant information about roles and responsibilities for internal control over financial reporting were ineffective.

As a result, process-level control activities were not designed, implemented or operated effectively in the substantial majority of our processes.

Because there is a reasonable possibility that material misstatement of our consolidated financial statements will not be prevented or detected on a timely basis, we concluded the deficiencies represent material weaknesses in our internal control over financial reporting and our internal control over financial reporting was not effective as of December 31, 2022.

The material weaknesses did not result in any material misstatements to our consolidated financial statements as of and for the year ended December 31, 2022.

Our independent registered public accounting firm, KPMG LLP, who audited the consolidated financial statements included in this annual report, has expressed an adverse opinion on the operating effectiveness of our internal control over financial reporting.

KPMG LLP's report appears in Item 8 of this Annual Report.

Remediation Plan

We have identified the following plans to remediate the material weaknesses described in this Item 9A and to enhance our overall control environment, risk assessment, control activities, and information and communication.

We are committed to ensuring that our internal control over financial reporting is effective.

● We are developing a detailed remediation plan, with appropriate executive sponsorship and with the assistance of third-party specialists, to specifically address the material weaknesses.

● We have hired, and will continue to hire, additional certified public accountants (including those with public company experience) who have the appropriate level of expertise in the areas of accounting, financial reporting, and internal controls commensurate with the volume and complexity of our reporting requirements.

● We plan to design and implement a comprehensive and continuous risk assessment process to identify and assess risks of material misstatement and ensure that the impacted financial reporting processes and related internal controls are properly designed and in place to respond to those risks in our financial reporting.

● We plan to enhance the design of existing control activities and implement additional process-level control activities and ensure they are operating effectively.

● We plan to design and implement additional information and communications controls to ensure use of and obtaining relevant and quality information to allow operation of effective control activities, including internal and external communication.

Although we intend to complete the remediation process as promptly as possible, we cannot at this time estimate how long it will take to remediate these material weaknesses.

In addition, we may discover additional material weaknesses that require additional time and resources to remediate, and we may decide to take additional measures to address the material weaknesses or modify the remediation steps described above.

Until these weaknesses are remediated, we plan to continue to perform additional analyses and other procedures to ensure that our consolidated financial statements are prepared in accordance with GAAP.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f)

and 15d-15(f)

of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting except as noted below.

Management performed additional accounting and financial analyses and other post-closing procedures including consulting with subject matter experts related to the accounting for certain complex features of the Class A ordinary shares and warrants.

Management has expended, and will continue to expend, a substantial amount of effort and resources for the remediation and improvement of our internal control over financial reporting.

While we have processes to properly identify and evaluate the appropriate accounting technical pronouncements and other literature for all significant or unusual transactions, we have expanded and will continue to improve these processes to ensure that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards.

Other than the material weaknesses discussed above and changes outlined in remediation activities, there have been no changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

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Not applicable.

Directors, Executive Officers and Corporate Governance.

The following sets forth certain information, as of the date of this report, concerning the directors and officers of SES AI Corporation (formerly known as Ivanhoe Capital Acquisition Corp.).

Ages are shown as of December 31, 2021.

Chief Executive Officer and Chairman

Rohit Makharia

President and Chief Operating Officer

Chief Financial Officer

Chief Legal and Corporate Officer

Chief Technology Officer

Chief Science Officer

Jang Wook Choi

Robert Friedland

Kent Helfrich

Michael Noonen

Hu serves as the Company’s Chief Executive Officer and Chairman of the Board.

Hu has served as Founder, Chief Executive Officer and Director of SES since 2012.

Hu is also a board member on the MIT Enterprise Forum Cambridge.

Hu is recipient of MIT Technology Review

’s “Innovators Under 35” and was named among the 2013 Forbes

“30 Under 30.” Dr.

Hu earned his PhD in Applied Physics from Harvard University, and his BS in Physics from MIT.

We believe that Dr.

Hu is qualified to serve both as a member of our management team and the Board because of his visionary leadership of SES from inception to date, his scientific and managerial expertise in the EV battery development industry, his innovative plans for SES’s future and his ability to execute on those plans.

Rohit Makharia

Makharia serves as the Company’s President and Chief Operating Officer.

He currently serves as the President and Chief Operating Officer of SES, a position he has held since March 2021.

Makharia served as Senior Investment Manager and Partner at GM Ventures, which is a shareholder of SES, from 2014 to 2021.

During his tenure at GM Ventures, he served on the board of multiple early-stage and high-growth companies, including SES, as a Director or an Observer.

He previously led the battery cell development at GM Global Battery Systems from 2012 to 2014, served as Manager & Senior Staff Engineer, Electrochemical Energy Lab from 2007 to 2012, and Project/Senior Engineer, Fuel Cell Activities, from 2002 to 2006.

Makharia earned a MS from University of Rochester in Chemical Engineering and a BS from Mumbai University in 1999.

Nealis serves as the Company’s Chief Financial Officer.

She currently serves as SES’s Chief Financial Officer, a position she has held since March 2021.

Nealis served as Senior Director, Corporate Finance at View Inc., from 2019 until March 2021.

Previously, she served as Chief Financial Officer of SunPower Systems International Ltd.

from 2017 until 2019, after having served in the same role in the International Division of Shunfeng International Clean Energy Ltd from 2014 until 2017.

From 2012 to 2014, Ms.

Nealis was Finance Director/Global Tax Director of Suntech Power, prior to which she was a manager at Deloitte from 2006 to 2012 and worked at Deloitte offices in Chicago, Shanghai, and Hong Kong.

Nealis earned her MS in Accounting from the University of Hawaii and her Bachelor’s in International Business from China University of Petroleum in Beijing.

Ban serves as the Company’s Chief Legal and Corporate Officer.

She currently serves as Chief Legal and Corporate Officer of SES, a position she has held since 2020.

Ban previously served as SES’s Vice President Legal & Corporate Development from 2019 to 2020, and prior to that, was a consultant to SES in her role as a Partner at garage3 ventures in 2018 and 2019.

From 2013 to 2017, Ms.

Ban was General Counsel at Heptagon Advanced Micro-Optics Pte.

Prior to that, Ms.

Ban was in legal practice in Beijing, China and Singapore with White & Case LLP.

Ban holds dual EMBAs from Tsinghua University School of Economics and Management and INSEAD and her LLB from National University of Singapore.

Son serves as the Company’s Chief Technology Officer.

He currently serves as SES’s Chief Technology Officer, a position he has held since 2020.

Prior to that, he was SES’s Director of Cell Engineering from 2018 to 2020 and SES’s Principal Engineer from 2016 to 2018.

Son led LV battery at Apple Inc.

from 2015 to 2016.

He previously served as a Senior Research Scientist at Johnson Controls Inc.

from 2010 to 2015 leading an awarded DOE project—Low cost manufacturing as a principle investigator.

He had worked as a cell development engineer at Samsung SDI from 2002 to 2006 and as a material development team manager at A123 Korea from 2008 to 2009 and as a senior cell engineer at SK Innovation from 2009 to 2010 leading PHEV battery development project.

Son earned an MS in Chemistry from Sungkyunkwan University.

Gan serves as the Company’s Chief Science Officer.

He currently serves as SES’s Chief Science Officer, a position he has held since 2020.

Gan was previously SES’s Director of Research & Development from 2018 to 2020.

From 2013 to 2018, he was Group Leader of the Energy Storage Group at the Sustainable Energy Department at the Brookhaven National Laboratory, and from 2011 to 2013, he was Senior Director of Research & Development at Enevate Corporation.

From 1993 to 2011, Dr.

Gan held various positions at Greatbatch Medical, culminating in his roles as Director, Battery Research and Director, Research & Development Power Sources, Primary Battery.

Gan earned his PhD in Chemistry from the University of Chicago in 1990, and his BS in Chemistry from Peking University in 1982.

Jang Wook Choi

Choi serves as a director of the Company, a position he has held since February 2022.

Since September 2020, Dr.

Choi has served as Professor at Seoul National University, where he was previously Associate Professor from 2017 to 2020.

Prior to joining Seoul National University, he was Associate Professor from 2012 until 2017 and Assistant Professor from 2010 until 2012 at Korea Advanced Institute of Science and Technology.

Choi received his PhD in Chemical Engineering from California Institute of Technology and BS in Chemical Engineering from Seoul National University.

We believe that Dr.

Choi is qualified to serve as a director of our Board because of his extensive academic experience and expertise in chemistry, engineering and battery technologies.

Robert Friedland

Friedland serves as a director of the Company, a position he has held since February 2022.

Friedland has over 25 years of experience and has been recognized by leaders of the international financial sector and mineral resource industries as an entrepreneurial explorer, technology innovator and company builder.

Friedland’s experience is extensive.

Friedland is the Director, President and CEO of Ivanhoe Capital Corporation (“Ivanhoe Capital”) (since July 1988), the executive Co-Chairman

(since September 2018) (previously the Executive Chairman from May 2012 until September 2018) of Ivanhoe Mines Ltd.

and the Co-Chair

Director of SK Global Entertainment, Inc.

(since February 2017).

Friedland’s tenure, Ivanhoe Capital has invested in a diverse portfolio of businesses.

Additionally, Mr.

Friedland has been the Chief Executive Officer of High Power Exploration Inc.

(“HPX”) since December 2015.

HPX is applying proprietary, geophysical technologies to rapidly evaluate underground geological targets and accelerate exploration programs targeting mineral and water resources.

Friedland is also the Director, Chairman and President of Ivanhoe Pictures, Inc.

(since May 2013), and a Director (since December 2016) and Chairman (since June 2018) of VRB Energy Inc.

As one of the most recognized mining personalities and achievers in the world, Mr.

Friedland is dedicated to serving on numerous boards in the natural resources sector.

These positions include as a Co-Chairman

and Director of Clean TeQ Holdings Limited (since September 2016), a Director of I-Pulse

(since April 2008) and a Director of Kietta SAS (since November 2009), as well as the Chairman of Gold X Mining Corp.

(since June 2020).

Friedland graduated with a degree in political science from Reed College.

We believe that Mr.

Friedland is qualified to serve as on our board of directors because of his depth of experience in both executive positions and serving on numerous boards.

Helfrich serves as a director of the Company, a position he has held since February 2022.

Helfrich was appointed Chief Technology Officer and Vice President, Global Research and Development of GM and President of GM Ventures in 2021.

In these roles, Mr.

Helfrich is responsible for innovation and technology solutions in the development of GM vehicles.

From 2019 until 2021, Mr.

Helfrich served as GM’s Executive Director of Global Electrification and Battery Systems, where he was responsible for GM electrified vehicle hardware development and the overall electric vehicle propulsion calibration and driving performance.

Helfrich previously served as Executive Director, Connected Ecosystem Integration at GM from 2016 until 2019, where he oversaw the GM mobile and in-vehicle

applications and the information technology back office.

Prior to rejoining GM in 2016, Mr.

Helfrich was Vice President and Chief Technology Officer at Flex Ltd.

(“Flex”) from 2014 until 2016.

Before joining Flex, Mr.

Helfrich served in various roles at GM, where he was globally responsible for all unstyled electrical systems in the vehicle, as well as defining electrical architecture and software architecture strategies.

Helfrich earned his BS in Electrical Engineering from Ohio State University and MBA from the Fuqua School of Business at Duke University.

We believe that Mr.

Helfrich is qualified to serve as a director of our Board because of his experience in executive leadership positions and expertise in information technology, innovation and software solutions.

Luo serves as a director of the Company, a position he has held since February 2022.

From 2017 until 2021, Mr.

Luo served as Chairman and Chief Executive Officer of GCL System Integration Limited, GCL New Energy USA (“GCL”), an international energy conglomerate specializing in clean and sustainable energy.

Prior to his position at GCL, Mr.

Luo served as the Chief Executive Officer and Board Member of Shunfeng International Clean Energy Limited (SFCE), a Hong Kong-based supplier of law-carbon

and energy saving integrated solutions from 2015 to 2017.

Luo received his MBA from Michigan State University and BS in Operational Management from Zhejiang Gongshang University.

We believe that Mr.

Luo is qualified to serve as a director of our Board because of his experience in executive leadership positions and expertise in clean and sustainable energy.

Ma serves as a director of the Company, a position she has held since February 2022.

Since 2021, Dr.

Ma has served as a Founder and Chief Executive Officer of Chavant Capital Acquisition Corp.

CLAY) (“Chavant”), a special purpose acquisition company seeking to invest in a high growth technology companies.

From 2008 to 2020, Dr.

Ma served as a Partner at Braemar Energy Ventures (“Braemar”), a venture capital firm investing in early to mid-stage

technology companies operating in the mobility, power, resources and infrastructure sectors.

At Braemar, Dr.

Ma focused on investments in digitization of industry, resource efficiency, mobility, renewable energy infrastructure, and deeptech.

Prior to joining Braemar, Dr.

Ma served in the Venture Capital Group at 3i Group plc (“3i”), a global private equity firm, from 2004 to 2008, where she was responsible for investment in the information technology and cleantech sectors.

Prior to 3i, Dr.

Ma served as Senior Manager of the Optical Networking Group, Technology and Business Leadership at Lucent Technologies and Bell Labs, where she was responsible for product portfolio strategy, new product launches for Optical and Data Networking, and research and product development.

Ma was also a founding team member of Onetta, a fiber networks company.

Ma has served on the boards of Chavant and Anavex Life Sciences (NASDAQ:

AVXL) since 2021.

Ma received her PhD in electrical engineering from the University of Colorado at Boulder, MS in electrical engineering from the Worcester Polytechnic Institute in Massachusetts and BS in Physics from Lanzhou University.

We believe that Dr.

Ma is qualified to serve as a director of our Board because of her extensive experience in research, operations and venture capital, particularly in the technology industry.

Michael Noonen.

Noonen serves as a director of the Company, a position he has held since February 2022.

Since June 2019, Mr.

Noonen has served as Chief Executive Officer of MixComm Inc., a leader in RFSOI mmWave solutions based in New Jersey, which was acquired by Sivers Semiconductors in February 2022.

Noonen brings 25 years of experience in leading technology businesses.

Noonen has held various leadership positions, including as chairman and co-founder

of Silicon Catalyst from 2013 to 2015, the world’s first semiconductor incubator and the EE Times 2015 Start-up

of the Year, and as chairman of the board of Socle in Taiwan in 2013 (which was acquired by Foxconn), and was also previously Executive Vice President of Global Products, Design, Sales & Marketing at GlobalFoundries from 2011 to 2013.

From 2008 and 2011, Mr.

Noonen served as Executive Vice President of Worldwide Sales and Marketing at NXP Semiconductors (NASDAQ:

He also currently serves on the board of Graph Audio and previously served on the board of Energous (NASDAQ:

WATT) from 2019 to 2021.

Noonen received his B.S.

from Colorado State University in Electrical Engineering and was named the College of Engineering Distinguished Alumni in 2012, was elected to the Global Semiconductor Alliance Board of Directors and holds multiple patents in the areas of Internet telephony and video communications.

We believe Mr.

Noonen is qualified to serve as a director of our Board because of his experience in executive leadership positions and expertise in information technology, innovation and the electronics industry.

Limitations on Liability and Indemnification of Officers and Directors

Upon the closing of the Business Combination, we entered into indemnification agreements with each of our directors and executive officers.

The indemnification agreements require us to indemnify our directors and executive officers to the fullest extent permitted by Delaware law.

The Delaware General Corporation Law (the “DGCL”) authorizes corporations to limit or eliminate the personal liability of directors of corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties, subject to certain exceptions.

SES’s Certificate of Incorporation (the “Charter”) includes a provision that eliminates the personal liability of directors for damages for any breach of fiduciary duty as a director where, in civil proceedings, the person acted in good faith and in a manner that person reasonably believed to be in or not opposed to the best interests of SES or, in criminal proceedings, where the person had no reasonable cause to believe that his or her conduct was unlawful.

The bylaws of SES (the “Bylaws”) provide that SES must indemnify and advance expenses to SES’s directors and officers to the fullest extent authorized by the DGCL.

SES also is expressly authorized to carry directors’ and officers’ liability insurance providing indemnification for SES directors, officers, and certain employees for some liabilities.

The limitation of liability, advancement and indemnification provisions in the Charter and Bylaws may discourage stockholders from bringing lawsuit against directors for breach of their fiduciary duty.

These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit SES and its stockholders.

There is currently no pending material litigation or proceeding involving any of SES’s directors, officers, or employees for which indemnification is sought.

We also maintain a directors’ and officers’ insurance policy pursuant to which our directors and officers are insured against liability for actions taken in their capacities as directors and officers.

We believe these provisions in the Charter, Bylaws and these indemnification agreements are necessary to attract and retain qualified persons as directors and officers.

Corporate Governance

Our corporate governance is structured in a manner that we believe closely aligns our interest with those of our stockholders.

Notable features of this corporate governance include:

we have independent director representation on our audit, compensation and nominating and corporate governance committees, and our independent directors meet regularly in executive sessions without the presence of our corporate officers or non-independent

at least one of our directors qualifies as an “audit committee financial expert” as defined by the SEC.

Election of Officers

Each executive officer serves at the discretion of our board of directors and holds office until his or her successor is duly appointed or until his or her earlier resignation or removal.

There are no family relationships among any of our directors and executive officers.

Board Composition

Our board of directors consists of seven directors.

Each of our current directors will continue to serve as a director until the election and qualification of his or her successor or until his or her earlier death, resignation or removal.

The authorized number of directors may be changed by resolution of our board of directors.

Vacancies on our board of directors may be filled by resolution of our board of directors.

Our board consists of (i) Dr.

Friedland, (iii) Dr.

Choi, (iv) Mr.

Helfrich, (v) Mr.

Luo, (vi) Dr.

Ma and (vii) Mr.

Helfrich was nominated by GM Ventures (to serve as a Class II director) pursuant to its contractual nominating rights.

For more information, see “Certain Relationships and Related Transactions—SES Related Person Transactions—Director Nomination Agreement.”

Our board of directors has affirmatively determined that each of Drs.

Ma and Choi and Messrs.

Luo, Friedland and Noonen is an “independent director” under the NYSE listing rules applicable to board members.

For more details, see the section entitled “Independence of our Board of Directors.”

Our board of directors is divided into three classes with only one class of directors being elected in each year, and with each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term:

our Class I directors are Dr.

Noonen and Mr.

Luo, and their terms will expire at the first annual meeting of stockholders following the date of the proxy statement;

our Class II directors are Dr.

Helfrich and their terms will expire at the second annual meeting of stockholders following the date of the proxy statement;

our Class III directors are Dr.

Friedland and their terms will expire at the third annual meeting of stockholders following the date of the proxy statement.

As a result of the staggered board, only one class of directors will be elected at each annual meeting of stockholders, with the other classes continuing for the remainder of their respective terms.

At any meeting of stockholders at which directors are to be elected, the number of directors elected may not exceed the greatest number of directors then in office in any class of directors.

The members of each class will hold office until the annual meeting stated above when their term expires and until their successors are elected and qualified.

At each succeeding annual meeting of the stockholders, the successors to the class of directors whose term expires at that meeting will be elected by plurality vote of all votes cast at such meeting to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election and until their successors are elected and qualified.

Subject to the rights, if any, of the holders of any series of preferred stock to elect additional directors under circumstances specified in a preferred stock designation, directors may be elected by the stockholders only at an annual meeting of stockholders.

Our board of directors is chaired by Dr.

Our board of directors believes that combining the positions of Chief Executive Officer and Chairman helps to ensure that our board of directors and management act with a common purpose.

In addition, our board of directors believes that a combined Chief Executive Officer and Chairman is better positioned to act as a bridge between management and our board of directors, facilitating the regular flow of information.

Our board of directors also believes that it is advantageous to have a chairperson with significant history with and extensive knowledge of SES, as is the case with Dr.

Independence of our Board of Directors

Based on information provided by each director concerning his or her background, employment, and affiliations, our board of directors has determined that the board of directors meets independence standards under the applicable rules and regulations of the SEC and the listing standards of NYSE.

In making these determinations, our board of directors considered the current and prior relationships that each non-employee

director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director,

and the transactions involving them described in the section titled “ Certain Relationships and Related Party Transactions.

Board Committees

Our board of directors has four standing committees:

an audit committee;

a compensation committee;

a nominating and corporate governance committee;

and a strategic investment and partnership committee.

Each of the committees reports to the board of directors as it deems appropriate and as the board of directors may request.

The composition, duties and responsibilities of these committees are set forth below.

In the future, our board of directors may establish other committees, as it deems appropriate, to assist it with its responsibilities.

Audit Committee

The members of our audit committee are Mr.

Luo is the chair of our audit committee.

The audit committee provides assistance to our board of directors in fulfilling its legal and fiduciary obligations in matters involving our accounting, auditing, financial reporting and legal compliance functions by approving the services performed by our independent registered public accounting firm and reviewing their reports regarding our accounting practices and systems of internal accounting controls.

The audit committee also oversees the audit efforts of our independent registered public accounting firm and takes those actions as it deems necessary to satisfy itself that the independent registered public accounting firm is independent of management.

Subject to phase-in

rules and a limited exception, the rules of NYSE and Rule 10A-3

of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors.

All of the members of our audit committee are independent under the applicable NYSE and SEC rules.

All of the members of our audit committee also meet the requirements for financial literacy under the applicable rules and regulations of the SEC and NYSE.

In addition, Mr.

Luo qualifies as our “audit committee financial expert,” as such term is defined in Item 407 of Regulation S-K.

Compensation Committee

The members of our compensation committee are Mr.

Ma is the chair of our compensation committee.

The compensation committee determines general compensation policies and the compensation provided to our officers.

The compensation committee also makes recommendations to board of directors regarding director compensation.

In addition, the compensation committee reviews and determines security-based compensation for our directors, officers, employees and consultants and will administer our equity incentive plans.

Our compensation committee also oversee our corporate compensation programs.

All members of our compensation committee satisfy the NYSE’s independence standards for compensation committee members.

Nominating and Corporate Governance Committee

The members of our nominating and corporate governance committee are Dr.

Hu is the chair of our nominating and corporate governance committee.

The nominating and corporate governance committee is responsible for making recommendations to our board of directors regarding candidates for directorships and the size and composition of the board.

In addition, the nominating and corporate governance committee is responsible for overseeing our corporate governance and reporting and making recommendations to the board of directors concerning corporate governance matters.

Luo are independent under the NYSE listing rules applicable to board members.

Strategic Investment and Partnership Committee

The members of our strategic investment and partnership committee are Dr.

Hu is the chair of our strategic investment and partnership committee.

The strategic investment and partnership committee is responsible for overseeing the execution of strategic partnerships and transactions and approving M&A transactions, investments, joint ventures, strategic collaborations and partnerships or similar transactions proposed by our management, within parameters set for the committee from time to time by our board.

The committee also provides oversight and guidance to management regarding the execution of our transactions and annual and long-term business and financial plans, and reviews and discusses transactions and related strategies with our management to make appropriate recommendations to our board of directors.

Role of Our Board of Directors in Risk Oversight

One of the key functions of board of directors is informed oversight of our risk management process.

Our board of directors administers this oversight function directly through our board of directors as a whole, as well as through various standing committees of our board of directors that address risks inherent in their respective areas of oversight.

In particular, our board of directors is responsible for monitoring and assessing strategic risk exposure, and our audit committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken.

The audit committee also has the responsibility to review with management the process by which risk assessment and management is undertaken, monitor compliance with legal and regulatory requirements, and review the adequacy and effectiveness of our internal controls over financial reporting.

Our nominating and corporate governance committee is responsible for periodically evaluating our company’s corporate governance policies and systems in light of the governance risks that our company faces and the adequacy of our policies and procedures designed to address such risks.

Our compensation committee assesses and monitors whether any of our compensation plans, policies and programs comply with applicable legal and regulatory requirements.

Our strategic investment and partnership committee is responsible for periodically reviewing the performance of completed transactions (including integration of such acquired businesses, to the extent applicable) with our management.

Code of Business Conduct and Ethics for Employees, Executive Officers, and Directors

Our board of directors has adopted a Code of Business Conduct and Ethics (the “Code of Conduct”), applicable to all of our employees, executive officers and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers.

The Code of Conduct is available on our website under the heading “Investors” at https://ses.ai

Any amendments to the Code of Conduct, or any waivers of its requirements, will be disclosed on our website to the extent required by applicable rules and exchange requirements.

Corporate Governance Guidelines

We have adopted a set of corporate governance guidelines to provide the framework for the governance of our Board and to assist our Board in the exercise of its responsibilities.

These guidelines reflect our Board’s commitment to monitoring the effectiveness of policy and decision-making both at the board and management levels, with a view to enhancing stockholder value over the long term.

The corporate governance guidelines are available on our website under the heading “Investors” at https://ses.ai

PART III – OTHER INFORMATION

Directors, Executive Offices and Corporate Governance

The information required by this Item will be set forth in our definitive proxy statement for our 2022 Annual Meeting of Stockholders (the “Proxy Statement”) and is incorporated herein by reference.

Executive Compensation

None of Ivanhoe’s directors or named executive officers received any cash compensation for services rendered to Ivanhoe for the fiscal year ended December 31, 2021 (“Fiscal 2021”).

This section discusses the material components of the executive compensation program in Fiscal 2021 for the executive officers of Old SES who were, for Fiscal 2021, “named executive officers” (defined as SES’s Founder and Chief Executive Officer and its two most highly compensated executive officers other than him, who were serving as of December 31, 2021).

This section also provides certain compensation information for the fiscal year ending December 31, 2022 (“Fiscal 2022”) for these Fiscal 2021 named executive officers, who serve as executive officers of SES following the Business Combination.

References to “SES” in this section include both Old SES and SES following the Business Combination, depending on the time period being discussed.

This discussion may contain forward-looking statements that are based on SES’s current plans, considerations, expectations and determinations regarding future compensation programs.

Actual compensation programs that SES adopts in the future may differ materially from the historical, existing and currently planned programs summarized or referred to in this discussion.

The primary objectives of SES’s executive compensation programs are to attract and retain talented executives to effectively manage and lead SES.

The compensation packages for SES’s named executive officers generally include a base salary, annual cash bonuses, equity awards and other benefits and perquisites.

Our named executive officers for Fiscal 2021 were:

Qichao Hu, SES’s Founder and Chief Executive Officer and a director of SES;

Rohit Makharia, SES’s President and Chief Operating Officer, who joined SES in this role in March 2021;

Jing Nealis, SES’s Chief Financial Officer, who joined SES in this role in March 2021.

All of these executive officers currently have the same roles as our executive officers as a result of the Business Combination.

Summary Compensation Table

The following table provides summary information concerning compensation of the named executive officers for services rendered to Old SES during Fiscal 2021.

Name and Principal

Incentive Plan

Founder, Chief Executive Officer and Director

Rohit Makharia

President and Chief Operating Officer

Chief Financial Officer

Amount reflects the named executive officer’s base salary earned during Fiscal 2021.

Amount reflects (i) in the case of Dr.

Hu, a bonus of $35,417 for performance from January 1, 2021 to March 31, 2021, a $175,000 annual performance bonus for performance from April 1, 2021 to March 31, 2022, prorated to $131,250 for the portion of that period in Fiscal 2021, (ii) in the case of Mr.

Makharia, a sign-on bonus of $150,000 in connection with his joining SES in March 2021 and a $97,500 annual performance bonus for performance from April 1, 2021 to March 31, 2022, prorated to $73,125 for the portion of that period in Fiscal 2021, and (iii) in the case of Ms.

Nealis, a sign-on bonus of $150,000 in connection with her joining SES in March 2021 and a $105,000 annual performance bonus for performance from April 1, 2021 to March 31, 2022, prorated to $78,750 for the portion of that period in Fiscal 2021,

Amount represents the aggregate grant date fair value of restricted share or stock option awards made to the named executive officer computed in accordance with Financial Accounting Standards Codification Topic 718, Compensation - Stock Compensation (“Topic 718”).

The fair value of options was calculated using the Black-Scholes value on the grant date.

As required by SEC rules, awards are reported in the year of grant.

Amount reflects the prorated portion of an annual performance bonus based on performance from April 1, 2021 to March 31, 2022, (i) in the case of Dr.

Hu, of $175,000 (prorated to $131,250 for the portion of that period in Fiscal 2021), (ii) in the case of Mr.

Makharia, $97,500 (prorated to $73,125 for the portion of that period in Fiscal 2021) and (iii) in the case of Ms.

Nealis, $105,000 (prorated to $78,750 for the portion of that period in Fiscal 2021).

Amounts shown in this column represent (i) for all named executive officers, the aggregate amount of a monthly allowance for subsidized childcare benefits and other related benefits, and (ii) for Dr.

Makharia, certain other personal benefits.

This allowance is also provided to certain other key employees of the Company.

See “Narrative Disclosure to Summary Compensation Table - Other Benefits.”

Narrative Disclosure to Summary Compensation Table

Our compensation for our executive officers has the following components:

base salary, annual cash bonus opportunities, equity compensation, employee benefits, executive perquisites and severance benefits.

Base salaries, employee benefits, executive perquisites and severance benefits are designed to attract and retain senior management talent.

We also use annual cash bonuses and equity awards to promote performance-based pay that aligns the interests of our named executive officers with the long-term interests of its equity-owners and to enhance executive retention.

Employment Agreements

SES entered into employment agreements with Dr.

Makharia and Ms.

Nealis on May 4, 2021, February 15, 2021 and February 16, 2021, respectively, providing for the terms of their at-will

employment with SES and including (i) annual base salary, (ii) eligibility for an annual performance bonus, (iii) participation in SES’s benefit plans and vacation in accordance with SES’s policies and (iv) severance benefits in the event of certain terminations of employment.

Makharia’s and Ms.

Nealis’s agreements also included a sign-on

bonus of $150,000, as well as an entitlement to reimbursement of relocation and/or other related sign-on

Hu received a base salary, bonus and similar benefits in the fiscal year ended December 31, 2020, he was not party to an employment agreement with SES in that year.

Base Salaries

SES’s named executive officers received in Fiscal 2021 and currently receive a base salary to compensate them for services rendered to SES.

The base salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities.

In March 2021, the Company increased Dr.

Hu’s annual base salary and hired Mr.

Makharia and Ms.

As such, the annual base salary for Dr.

Hu for 2021 was $250,000 (through February 28, 2021) and $350,000 (beginning March 1, 2021), the annual base salaries for Mr.

Makharia and Ms.

Nealis for 2021 were $325,000 and $350,000, respectively, and Dr.

Makharia and Ms.

Nealis earned in 2021 aggregate salary payments of $328,333, $275,000 and $289,423, respectively.

Annual Bonuses

SES provided in Fiscal 2021 and currently provides incentive compensation to its named executive officers in the form of annual performance bonuses, determined by SES’s board of directors or compensation committee, based on both individual performance of the named executive officer and the overall performance of SES, generally in accordance with performance milestones established by SES’s board or compensation committee.

The performance goals differ from executive to executive, and each executive’s target annual bonus opportunity is equal to a predetermined percentage of his or her base salary.

Near the beginning of each year, the board or compensation committee selects the performance targets, target amounts, target award opportunities and other terms and conditions of annual bonuses for the named executive officers, subject to the terms of their employment agreements.

Following the end of each year, the board or compensation committee determines the extent to which the performance targets were achieved and the amount of the award that is payable to the named executive officers.

The bonuses may be paid in cash or equity at the discretion of the board or compensation committee.

Historically, the annual bonuses have covered performance from April 1 of one fiscal year until March 31 of the following fiscal year.

For the period from April 1, 2021 to March 31, 2022, the target annual bonus opportunities for Dr.

Makharia and Ms.

Nealis were 50%, 30% and 30%, respectively, of annual base salary for Fiscal 2021.

For Fiscal 2021, the annual cash bonus earned by each named executive officer was as follows:

Hu, $131,250 (based on a payout of $175,000 for the performance period from April 1, 2021 to March 31, 2022, prorated for Fiscal 2021);

Makharia, $73,125 (based on a payout of $97,500 for the performance period from April 1, 2021 to March 31, 2022, prorated for Fiscal 2021);

Nealis, $78,750 (based on a payout of $105,000 for the performance period from April 1, 2021 to March 31, 2022, prorated for Fiscal 2021).

Hu also received $35,417 for performance from January 1, 2021 to March 31, 2021, based on a target bonus opportunity of 50% of his base salary of $250,000 from January 1, 2021 to February 28, 2021 and 50% of his base salary of $350,000 from March 1, 2021 to March 31, 2021.

For the actual payouts of the annual performance bonuses for April 1, 2022 to March 31, 2022, see footnote 2 to the Summary Compensation Table.

Equity Awards

SES previously maintained the 2018 Share Incentive Plan (the “2018 Plan”), which provided for the discretionary grant of incentive stock options, non-statutory

stock options, and restricted share awards to eligible employees, officers, directors, consultants or advisors of SES, including the named executive officers.

In March 2021, the Company amended the 2018 Plan with the 2021 Share Incentive Plan (the “2021 Plan”).

Upon approval of the 2021 Plan, any shares that, as of the date of stockholder approval, were reserved but not issued pursuant to any awards granted under the Company’s 2018 Plan were rolled into the 2021 Plan.

In addition, any shares subject to stock options or similar awards granted under the 2018 Plan that expire or otherwise terminate without having been exercised in full and shares issued pursuant to awards granted under the 2018 Plan that are forfeited or repurchased by the Company shall roll into the 2021 Plan.

The 2021 Plan provides for the discretionary grant of incentive stock options, non-statutory

stock options, and restricted share awards.

In Fiscal 2021, SES granted stock options under the 2018 Plan to Mr.

Makharia and Ms.

Nealis in connection with their joining SES, and a restricted share award under the 2021 Plan to Ms.

Nealis in order to align her equity ownership with that of her executive team peers and further align her interests with those of the Company’s stockholders.

For information on the grant dates, vesting terms and expiration terms, as applicable, of these equity awards, as well as other outstanding stock options under the 2018 Plan, see the Outstanding Equity Awards at Fiscal Year-End

Pension Benefits

SES’s named executive officers did not in Fiscal 2021 and currently do not participate in, or otherwise receive any benefits under, any pension or retirement plan sponsored by SES.

Nonqualified Deferred Compensation

SES’s named executive officers did not in Fiscal 2021 and currently do not participate in, or earn any benefits under, a non-qualified

deferred compensation plan sponsored by SES.

Retirement Plan

SES maintains a qualified contributory retirement plan, established to qualify as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code of 1986, as amended.

The plan covers all employees, including SES’s named executive officers, who may contribute up to the maximum statutory limits imposed by the Internal Revenue Code (including in the fiscal year ended December 31, 2020).

SES did not in Fiscal 2021 and does not currently provide match contributions under the 401(k) plan.

Other Benefits

The health, safety and well-being of employees is paramount at SES.

SES provided in Fiscal 2021 and currently provides to all of its employees, including its named executive officers, certain broad-based benefits that are intended to attract and retain employees while providing them with health and welfare security.

Other than the retirement plan discussed above, broad-based employee benefits are expected to include medical, dental and other benefits.

In addition, SES offers a general allowance to certain key employees, including the named executive officers, which are intended to be used for subsidized childcare benefits and other related benefits, and is designed to give these employees the additional support needed to balance building a career and raising a family.

For Fiscal 2021, the general allowance amounts for Dr.

Makharia and Ms.

Nealis were, per month, $15,000, $15,000 and $10,000.

These amounts were paid in full each month and not as reimbursements for expenses incurred by the named executive officer.

Outstanding Equity Awards at Fiscal Year-End

The following table provides information regarding outstanding equity awards made to SES’s named executive officers as of December 31, 2021 (taking into account the conversion of Old SES restricted shares and Old SES options in the Business Combination).

Option Awards

Unexercisable

Rohit Makharia

Reflects stock options that were granted under the 2018 Plan to compensate grantees, including Dr.

Hu, for COVID-19-related

The stock options became fully vested on the date of grant.

Reflects time-based stock options that were granted under the 2018 Plan and vest 25% on the first anniversary of the grant date and in equal monthly installments over the following 36 months.

For more information, see “Potential Payments Upon Termination or Change in Control—Equity Awards.”

Reflects a restricted share award that was granted under the 2021 Plan and vests 25% on the first anniversary of the grant date and in equal monthly installments over the following 36 months.

For more information, see “Potential Payments Upon Termination or Change in Control—Equity Awards.”

Potential Payments Upon Termination or Change in Control

Under each named executive officer’s employment, in the event that SES terminates a named executive officer without cause or in the event that any named executive officer resigns for good reason (each of “cause” and “good reason” as defined the named executive officer’s offer letters), such named executive officer would receive, in addition to accrued but unpaid base salary, earned but unpaid annual bonus, and reimbursement for all reasonable and necessary expenses incurred in connection with the named executive officer’s performance, the following:

(i) continuation of annual base salary for a period of 12 months following the termination date for Dr.

Hu, 12 months following the termination date for Mr.

Makharia and 9 months following the termination date for Ms.

and (ii) reimbursement of SES’s portion for continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 for a period of 12 months for Dr.

Hu, 12 months for Mr.

Makharia and 12 months for Ms.

Nealis, or an earlier date if such named executive officer has secured alternate health insurance coverage.

Severance is subject to the execution and non-revocation

of a release of claims in favor of SES.

Equity Awards

With respect to the stock options granted to the named executive officers in Fiscal 2021 and the fiscal year ended December 31, 2020, such options will terminate on the earliest to occur of (i) the date of the expiration of the option (i.e., 10 years after the date of grant), (ii) 30 days following the termination of the named executive officer’s employment by SES for cause (as defined in the option award), (iii) 90 days after the date of a voluntary termination of employment by the named executive officer, (iv) 90 days after the date of a termination of the named executive officer’s employment by SES without cause (as defined in the option award), or (v) 180 days after the permanent and total disability or death of the named executive officer.

Further, with respect to the stock options granted to Mr.

Makharia and Ms.

Nealis in Fiscal 2021, in the event of a termination without cause by SES or a resignation by the named executive officer for good reason, these options will accelerate and become 50% vested upon such a termination.

In the event of a merger, acquisition or Initial Public Offering (but not the Business Combination), Mr.

Makharia’s and Ms.

Nealis’s options will become fully vested and exercisable.

With respect to the restricted share award granted to Ms.

Nealis in Fiscal 2021, in the event of a termination without cause by SES or a resignation by her for good reason, the award will vest 50% upon such a termination.

In the event of a merger, acquisition or Initial Public Offering (but not the Business Combination), her restricted share award will become fully vested and exercisable.

Director Compensation for Fiscal 2021

SES did not pay compensation to any of its directors in Fiscal 2021, other than Dr.

Hu, who was paid for his role as Chief Executive Officer.

For information on Dr.

Hu’s compensation, see the Summary Compensation Table.

SES has historically reimbursed all of its directors for any reasonable expenses incurred by them in connection with services provided in such capacity.

Compensation Arrangements for Fiscal 2022

Executive Officer Compensation

Beginning in Fiscal 2022, decisions with respect to the compensation of SES’s executive officers, including our named executive officers, are made by the compensation committee of our board of directors.

The actual compensation of our named executive officers depends on the judgment of the members of the compensation committee and such compensation is also generally governed by our executive officers’ employment agreements, as in effect from time to time, including as described above.

For Fiscal 2022, the annual base salaries for Dr.

Makharia and Ms.

Nealis are $530,000, $505,000 and $470,000, respectively, the target annual bonus opportunities for Dr.

Makharia and Ms.

Nealis are 100%, 60% and 60%, respectively, of annual base salary.

The performance period for the annual bonuses is January 1, 2022 to December 31, 2022.

These base salaries reflect, for Fiscal 2022, the elimination of the standalone monthly general allowance and the addition of its annualized amount to base salary.

The compensation committee of the board also plans to make an initial equity grants to our executive officers, which are expected to be formally approved in the second quarter of Fiscal 2022 under SES AI Corporation 2021 Incentive Award Plan.

The grants are expected to be composed 50% of time-based restricted stock units (“RSUs”) and 50% of performance-based restricted stock units (“PSUs”), with the following aggregate grant date fair values:

Hu, $10 million;

Nealis, $4 million;

Ban, $4 million;

Son, $5 million;

Gan, $5 million.

These grant date fair values assume a payout of 100% of PSUs granted, which is the maximum amount that may be earned.

The RSUs will vest in three equal annual installments starting one year from the date of grant, subject to the executive officer’s continued service on each such vesting date.

The PSUs will vest in one installment following a three-year performance period from the date of grant, subject to the achievement of share price performance targets and the executive officer’s continued service on such vesting date.

A specified percentage of the target number of PSUs will vest based on the average closing price of our shares of Class A Common Stock (the “Average Closing Price”) during any consecutive 100-calendar-day period within the three-year performance period (with the percentage vesting based on certain threshold Average Closing Prices (the “Share Price Thresholds”)), assuming that the Average Closing Price during the last 30-calendar-day period in the three-year performance period also exceeds the highest Share Price Threshold achieved during any 100-calendar-day period.

Otherwise, the number of PSUs that vest at the end of the three-year performance period will be based upon the Average Closing Price during the last 30 calendar days, using the same list of Share Price Thresholds.

Any incremental shares of Class A Common Stock that do not vest based on the Average Closing Price in the last 30 calendar days, but would have vested based on the 100-calendar-day Average Closing Price, will subsequently be eligible to vest (subject to the executive officer’s continued service through the vesting date) if, at any point before the fifth anniversary of the grant date, the Average Closing Price during a 30-calendar-day period ends up exceeding the highest Share Price Threshold previously achieved during the 100-calendar-day period.

The Share Price Thresholds are as follows:

under $12.5, 0%;

$12.5 or greater, 10%;

$15 or greater, 20%;

$17.5 or greater, 30%;

$20 or greater, 40%;

$22.5 or greater, 50%;

$25 or greater, 60%;

$27.5 or greater, 70%;

$30 or greater, 80%;

$32.5 or greater, 90%;

and $35 or greater, 100%.

Beginning in Fiscal 2022, we have also adopted stock ownership guidelines applicable to our executive officers, non-employee directors and certain members of senior management, to align further the incentives of our management and board with those of our public stockholders.

Director Compensation

Beginning in 2022, our non-employee directors will receive a combination of cash compensation and equity for their service on our board in accordance with industry practice and standards.

All non-employee directors will receive a base annual cash retainer of $45,000, and if our chairman is a non-employee director, he/she will receive an additional $50,000 annually.

Each member of the audit committee will receive an annual cash retainer of $10,000 (with the chair of the audit committee receiving an additional $12,500 annually), each non-employee member of the compensation committee will receive an annual cash retainer of $7,500 (with the chair of the compensation committee receiving an additional $7,500 annually), and each non-employee member of the nominating and corporate governance committee will receive an annual cash retainer of $5,000 (with the chair of the nominating and corporate governance committee receiving an additional $5,000).

Cash fees will be paid quarterly, with a pro rata fee applicable to service for less than a whole quarter.

Additionally, all non-employee directors will receive an initial equity grant in the form of RSUs with a value of $300,000 in connection with joining the board of directors and an annual equity award in the form of RSUs with a value of $150,000 startig tin the second year of board service.

All such RSUs will vest, vesting fully in one installment one year after the grant date subject to the director’s continued service on such vesting date.

We also reimburse all directors for reasonable transportation and lodging expenses actually incurred to attend meetings of our board or committees.

The information required by this Item will be set forth in the Proxy Statement is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth information known to us regarding the beneficial ownership of our Class A common stock and Class B common stock, as of March 28, 2022, by:

each of our current directors;

each of our named executive officers;

all of our current directors and executive officers as a group;

each person or “group” (as such term is used in Section 13(d)(3) of the Exchange Act) who is a beneficial owner of more than 5% of the outstanding Class A common stock or Class B common stock.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security.

Under those rules, beneficial ownership includes securities that the individual or entity has the right to acquire, such as through the exercise of warrants or stock options, within 60 days of the record date.

Shares subject to warrants or options that are currently exercisable or exercisable within 60 days of the record date that vest within 60 days of the record date are considered outstanding and beneficially owned by the person holding such warrants or options for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

Except as noted by footnote, and subject to community property laws where applicable, based on the information provided to us, the persons and entities named in the table below have sole voting and investment power with respect to all shares shown as beneficially owned by them.

The beneficial ownership of shares of our Class A common stock is based on 303,989,794 shares of our Class A common stock, including 23,691,182 Earn-Out

Shares in the form of Class A common stock (including restricted Class A common stock), and 43,881,251 shares of Class B common stock, including 3,999,796 Founder Earn-Out

Shares, in each case, issued and outstanding as of the date of this Annual Report;

the Earn-Out Shares and Founder Earn-Out Shares are issued and held in escrow subject to the satisfaction of certain earn-out

conditions described above and have voting rights while in escrow.

Percentage of voting power is calculated based on one vote per share for each share of Class A common stock and ten votes per share for each share of Class B common stock.

The table is based upon information supplied by officers, directors and greater-than-5%

beneficial owners, Section 13(d) filings made with the SEC and other SEC filings under Section 16 of the Exchange Act.

Name and Address of Beneficial Owner

Directors & executive officers (1)

Qichao Hu (2)

Jing Nealis (3)

Rohit Makharia (4)

Jang Wook Choi

Robert Friedland (5)

Kent Helfrich

Michael Noonen

All current directors and executive officers as a group (12 individuals) (6)

Greater-than-5%

beneficial owners

Qichao Hu (2)

Long Siang Pte.

Vertex Legacy Continuation Fund Pte.

General Motors Ventures LLC and General Motors Holdings LLC (9)

Tianqi Lithium HK Co., Ltd.

Affiliates of Temasek Holdings (Private) Limited (11)

Indicates beneficial ownership of less than 1%.

Percentage of total voting power represents the combined voting power with respect to all shares of Class A common stock and Class B common stock, voting as a single class.

As described elsewhere in this Annual Report, subject to certain conditions, each share of Class B common stock is entitled to 10 votes per share and each share of Class A common stock is entitled to one vote per share.

The business address of each of these stockholders is c/o SES AI Corporation, 35 Cabot Road, Woburn, MA 01801.

Includes (i) 100,736 shares of Class A common stock, 9,182 of which are Earn-Out

Shares held directly by Dr.

(ii) 30,716,882 shares of our Class B common stock, 2,799,859 of which are Founder Earn-Out

Shares, held directly by Dr.

Hu and (iii) an aggregate of 13,164,369 shares of Class B common stock, 1,199,937 of which are Founder Earn-Out

Shares, held by various trusts affiliated with Dr.

These trusts consist of:

(i) Qichao Hu 2021 Irrevocable Trust U/A/D March 31, 2021;

(ii) Qichao Hu Family Delaware Trust U/A/D March 31, 2021;

and (iii) Qichao Hu 2021 Annuity Trust March 31, 2021 (collectively, the “Trusts”), each owning 4,388,123 shares of Class B common stock and 399,979 Founder Earn-Out

Shares, and the shares of Class A common stock underlying such shares.

Consists of 321,358 shares Class A common stock underlying SES options and 267,755 Earn-Out

Consists of 1,920,501 shares of Class A common stock underlying SES options and 711,180 Earn-Out

Consists of (i) 240,000 Class A ordinary shares of Ivanhoe (purchased in the open market) that were automatically converted on a one-for-one

basis into shares of Class A common stock at Closing and (ii) 79,166 shares of Class A common stock underlying public warrants.

Includes shares beneficially owned by all directors, named executive officers and other executive officers (namely, Joanne Ban, Hong Gan and Yongkyu Son).

Consists of (i) 24,703,118 shares of Class A common stock issued at Closing and (ii) 2,477,529 Earn-Out

Long Siang Pte.

(“Long Siang”) is the record holder of the shares of Class A common stock.

As a shareholder of Long Siang, Xie Huefeng may be deemed to have beneficial ownership over the shares of Class A common stock directly owned by Long Siang.

The principal business address of all persons named in this footnote is 238 Orchard Boulevard, #24-05,

Singapore 237973.

Consists of (i) 29,361,711 shares of Class A common stock issued at Closing and (ii) 2,894,604 Earn-Out

Vertex Legacy Continuation Fund Pte.

(“VLCF”) is the record holder of the shares of Class A common stock.

Vertex Legacy Fund (SG) LP (“VLFSG”) is the 100% shareholder of VLCF.

(“VLCGP”) is the general partner of VLFSG and has appointed Vertex Ventures SEA Management Pte.

(“VVSEAMPL”) to serve as the fund manager of VLCF.

VVSEAMPL is deemed to have dispositive and voting power over the shares of Class A common stock directly owned by VLCF pursuant to a management agreement between VLFSG and VVSEAMPL, whereby dispositive and voting decisions require the majority approval of the members of an investment committee established by VVSEAMPL.

The principal business address of all persons named in this footnote is 250 North Bridge Road, #11-01

Raffles City Tower, Singapore 179101.

Consists of (i) 30,134,387 shares of Class A common stock issued at Closing and (ii) 2,921,950 Earn-Out

GM Ventures is the record holder of 21,090,498 shares of Class A common stock and 2,085,124 Earn-Out

GM Holdings is the record holder of 9,043,889 shares of Class A common stock and 836,826 Earn-Out

GM Ventures is a wholly owned subsidiary of GM Holdings.

GM Holdings is a wholly owned subsidiary of General Motors Company (“GM”).

GM may be deemed to share beneficial ownership over the shares of Class A common stock directly owned by GM Ventures and GM Holdings, and GM Holdings may be deemed to share beneficial ownership over the shares of Class A common stock directly owned by GM Ventures.

The principal office of each of all persons named in this footnote is 300 Renaissance Center, Detroit, MI, 48265.

Consists of (i) 27,740,256 shares of Class A common stock issued at Closing and (ii) 2,782,130 Earn-Out

Tianqi Lithium HK Co., Limited (“Tianqi HK”) is the record holder of such shares of Class A common stock.

Tianqi HK is wholly owned by Tianqi Lithium Co., Limited (“Tianqi Limited”), and Tianqi Lithium is wholly owned by Tianqi Lithium Corporation (“Tianqi Lithium”).

Tianqi Lithium and Tianqi Lithium may thus be deemed to share beneficial ownership over the shares of Class A common stock owned by Tianqi HK.

The principal business address of all persons named in this footnote is No.10 East Gaopeng Road, Chengdu, Sichuan 610041, China.

Anderson Investments Pte.

(“Anderson”) is the record holder of 25,882,916 shares of Class A common stock and 2,595,854 Earn-Out

Aranda Investments Pte.

(“Aranda”) is the record holder of 5,632,129 shares of Class A common stock and 564,858 Earn-Out

Anderson is a direct wholly-owned subsidiary of Thomson Capital Pte.

(“Thomson”), which in turn is a direct wholly-owned subsidiary of Tembusu Capital Pte.

Aranda is a direct wholly-owned subsidiary of Seletar Investments Pte.

(“Seletar”), which in turn is a direct wholly-owned subsidiary of Temasek Capital (Private) Limited (“Temasek Capital”).

Each of Tembusu and Temasek Capital is a direct wholly-owned subsidiary of Temasek Holdings (Private) Limited (“Temasek Holdings”).

In such capacities, each of Thomson, Tembusu, and Temasek Holdings may be deemed to have beneficial ownership over the shares of Class A common stock directly owned by Anderson, and each of Seletar, Temasek Capital and Temasek Holdings may be deemed to have beneficial ownership over the shares of Class A common stock directly owned by Aranda.

The principal business address of all persons named in this footnote is 60B Orchard Road, #06-18

Tower 2, The Atrium@Orchard, Singapore 238891.

Consists of (i) 38,178,731 shares of Class A common stock issued at Closing and (ii) 3,829,028 Earn-Out

is the record holder and ultimate beneficial owner of such shares of Class A common stock.

The principal business address of SK, Inc.

is 26, Jong-ro, Jongno-gu,

Seoul, South Korea 03188.

The information required by this Item will be set forth in the Proxy Statement is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence

Ivanhoe Related Person Transactions

Sponsor Shares and Private Placement Warrants

On January 6, 2021, the Sponsor paid an aggregate of $25,000 for certain expenses on the Company’s behalf in exchange for the issuance of 6,900,000 Sponsor Shares.

In connection with the pricing of the IPO, the Sponsor entered into an IPO Letter Agreement, which was amended in connection with the Business Combination, pursuant to which the Company and the Sponsor agreed to certain transfer restrictions on the securities held by it.

Simultaneously with the closing of the Initial Public Offering or IPO, pursuant to the Private Placement Warrants Purchase Agreement, dated as of January 6, 2021, by and between the Company and Sponsor (the “Private Placement Warrant Purchase Agreement”), the Company completed the private sale of 5,013,333 private placement warrants to the Sponsor at a purchase price of $1.50 per private placement warrant, generating gross proceeds to the Company of $7,520,000.

Please see the section entitled “ Description of Our Securities

” for the terms of the private placement warrants.

The issuance of the private placement warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

Related Party Loans

On July 22, 2020, the Sponsor agreed to loan the Company up to $600,000 pursuant to a promissory note (the “Note”), which was later amended on December 1, 2020.

The Company borrowed $500,000 under the Note.

The Note was non-interest

bearing, unsecured and repaid in full on January 15, 2021.

On April 9, 2021, the Company issued an unsecured convertible promissory note (the “Convertible Note”) to the Company’s former Chief Executive Officer, Robert Friedland, pursuant to which the Company could borrow up to $1,500,000 from Mr.

Friedland for ongoing expenses reasonably related to the business of the Company and the consummation of the Business Combination.

The Convertible Note did not bear any interest and was unsecured.

All unpaid principal under the Convertible Note was due and payable in full on the earlier of (i) January 11, 2023 and (ii) the effective date of the Business Combination (such earlier date, the “Maturity Date”).

Friedland had the option, at any time on or prior to the Maturity Date, to convert any amounts outstanding under the Convertible Note into warrants to purchase the Company’s shares, at a conversion price of $1.50 per warrant, with each warrant entitling the holder to purchase one share at a price of $11.50 per-share,

subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company’s initial public offering.

The Company borrowed approximately $1,045,000 under the Note.

Friedland did not convert any amounts owed under the Convertible Note into warrants, instead, the Note was repaid in cash in full at the Closing.

Other Transactions

In connection with the closing of the PIPE, on February 3, 2022, Eric Friedland, the brother of the Company’s former Chief Executive Officer, Robert Friedland, purchased 150,000 shares of Class A common stock from the Company, for an aggregate purchase price of $1,500,000, in accordance with the terms of that certain subscription agreement with the Company, dated July 12, 2021.

SES Related Person Transactions

GM Joint Development Agreement

In February 2021, SES executed a JDA with GM Global Technology Operations LLC (“GM Technology”) and General Motors Holdings LLC (“GM Holdings”), with a budget over $50.0 million, to jointly develop an A-Sample

battery cell with a capacity of almost 100 Ah and build out a prototype manufacturing line for GM Technology.

GM Technology is an affiliate of GM Ventures and a subsidiary of GM Holdings (GM Ventures and GM Holdings collectively, the “GM Funds”), both of which are stockholders of SES.

GM Holdings is also a subsidiary of GM.

The JDA has an initial term of three years.

Under the terms of the JDA, SES will receive reimbursement of research and development and prototype buildout costs.

SES will not be required to refund such fees once due to SES regardless of the results of the research and development activities, however, ownership of the prototype line would remain with GM, unless purchased by SES.

During the fiscal year ended December 31, 2021, SES invoiced approximately $14.0 million pursuant to the terms of the JDA.

Preferred Stock Purchase Agreements

In April 2021, SES entered into a stock purchase agreement, in which various holders purchased $138.5 million in Series D redeemable convertible preferred stock, $0.000001 par value per share.

This included investments by the following investors in the following amounts:

$27.0 million by Aranda Investments Pte.

Ltd., an entity associated with Temasek Holdings Limited (“Aranda”), $50.0 million by the GM Funds collectively, $36.0 million by SK, and $10.0 million by Vertex affiliates Vertex Legacy Continuation Fund Pte.

(“Vertex Legacy”) and Vertex Ventures China IV, L.P.

(“Vertex Ventures” and, with Vertex Legacy, the “Vertex Funds”) collectively.

PIPE Financing

In connection with the Business Combination, Ivanhoe entered into the PIPE Financing, which includes subscription agreements with certain institutional and accredited investors who agreed to purchase, immediately prior to the consummation of the Business Combination, an aggregate of 27,450,000 shares of Class A common stock at a purchase price of $10.00 per-share,

for aggregate gross proceeds of $275.4 million.

This included purchases by the following investors in the following amounts:

$10.0 million by the GM Funds, $1.0 million by Long Siang Pte.

(“Long Siang”), $5.0 million by Vertex Legacy and $75.0 million by Honda.

Old SES Shareholder Support Agreement

Concurrently with the execution of the Business Combination Agreement, certain shareholders of Old SES representing the requisite votes necessary to approve the Business Combination, including among others, the GM Funds, Dr.

Hu and his affiliated trusts, Long Siang, the Vertex Funds, SK, the Temasek Funds (Aranda and Anderson Investments Pte.

Ltd.) and Tianqi, entered into a support agreement with the Company (formerly known as Ivanhoe Capital Acquisition Corp) and Old SES, pursuant to which each such holder agreed to (i) vote at any meeting of Old SES’s shareholders, and in any action by written consent of Old SES’s shareholders, all of its equity securities in favor of the adoption and approval of the Business Combination Agreement and the transactions contemplated thereby, including the Amalgamation, and not withdraw or rescind such vote or otherwise take action to make such vote ineffective, (ii) be bound by certain other covenants and agreements related to the Business Combination, (iii) waive and not to exercise or assert any rights, or make any demand or claims of oppression relating to the Amalgamation or any other transaction contemplated by the Business Combination Agreement that such Shareholder may have (under the Singapore Companies Act or otherwise) by virtue of, or with respect to, any outstanding equity securities of Old SES legally or beneficially owned by such shareholder and (iv) be bound by certain transfer restrictions with respect to such securities, in each case, on the terms and subject to the conditions set forth in the Support Agreements.

Each Old SES shareholder party to the support agreement made certain representations and warranties to the Company.

The support agreement terminated upon the consummation of the Business Combination.

Director Nomination Agreement

Concurrently with the execution of the Business Combination Agreement, the Company and Old SES entered into the Director Nomination Agreement with GM Ventures, pursuant to which, among other things, GM Ventures has the right to nominate one person for election to the Board from and after the Effective Time for so long as GM Ventures together with its affiliates, collectively continue to beneficially own at least 5% of the fully diluted outstanding equity securities of SES.

A&R Registration Rights Agreement

At the Closing of the Business Combination, SES, the Sponsor and certain other holders of SES, including, but not limited to, the GM Funds, Dr.

Hu and his affiliated trusts, Long Siang, SK, the Temasek Funds, Tianqi and the Vertex Funds, entered into the Amended and Restated Registration Rights Agreement, dated as of February 3, 2022 (the “Registration Rights Agreement), pursuant to which, among other things, the Sponsor and such other holders were granted certain customary registration rights, demand rights and piggyback rights with respect to their respective shares of Class A common stock and any other equity securities of SES.

The Registration Rights Agreement also prohibits the transfer (subject to limited exceptions) of the shares of our Class A common stock and Class B common stock held by the Sponsor and other holders party to the Registration Rights Agreement, in each case for a period of 180 days following the Closing.

Indemnification Agreements

We entered into indemnification agreements with SES directors and executive officers following the Business Combination.

For more information, see “Item 10.

Directors, Executive Officers and Corporate Governance—Limitations on Liability and Indemnification of Officers and Directors.”

Policies and Procedures for Related Person Transactions

We have adopted a formal written policy that sets forth the policies and procedures for the review and approval or ratification of related party transactions.

This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K

under the Securities Act, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we were or are to be a participant, where the amount involved exceeds $120,000 in any fiscal year and a related person had, has or will have a direct or indirect material interest, including without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related party.

The policy provides for the review and approval of any such transactions with related persons, and requires, among other things, that:

The audit committee or disinterested members of the board shall review the material facts of all related person transactions.

In reviewing any related person transaction, the committee will take into account, among other factors that it deems appropriate:

the importance and fairness of the transaction to us and the related person;

the business rationale for engaging in the transaction;

whether the value and terms of the transaction are substantially similar as compared to those of similar transactions previously entered into by us with non-related

the extent of the related person’s interest in the transaction;

whether the transaction would likely impair the judgment of a director or executive officer to act in the best interests of us and our stockholders;

and the impact on a director’s or a director nominee’s independence in the event the related person is a director or director nominee or an immediate family member of the director or director nominee.

In connection with its review of any related person transaction, we shall provide the committee or disinterested members of the board with all material information regarding such related person transaction, the interest of the related person and any potential disclosure obligations of ours in connection with such related person transaction.

If a related person transaction will be ongoing, the committee may establish guidelines for our management to follow in its ongoing dealings with the related person.

In addition, under our Code of Conduct, our employees, directors and director nominees will have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest.

The information required by this Item will be set forth in the Proxy Statement is incorporated herein by reference.

Principal Accounting Fees and Services

The following is a summary of fees paid to WithumSmith+Brown, PC for services rendered.

Audit fees consist of fees billed for professional services rendered for the audit of our year-end

consolidated financial statements, reviews of our quarterly consolidated financial statements and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings.

The aggregate fees billed by WithumSmith+Brown, PC for audit fees, inclusive of required filings with the SEC for the year ended December 31, 2021 and for such filings in addition to services rendered in connection with Ivanhoe’s initial public offering for the period from July 8, 2020 (inception) to December 31, 2020, totaled approximately $91,000 and $78,280, respectively.

Audit-Related Fees

Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our year-end

consolidated financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards.

For the year ended December 31, 2021, audit related fees were approximately $47,000 related to consents in connection with the registration statement on Form S-4

We did not pay WithumSmith+Brown, PC any audit-related fees during the period from July 8, 2020 (inception) to December 31, 2020.

Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice.

We did not pay WithumSmith+Brown, PC any tax fees during the year ended December 31, 2021 and during the period from July 8, 2020 (inception) to December 31, 2020.

All Other Fees

All other fees consist of fees billed for all other services.

We did not pay WithumSmith+Brown, PC any other fees during the year ended December 31, 2021 and during the period from July 8, 2020 (inception) to December 31, 2020.

Policies and Procedures

In accordance with the Sarbanes-Oxley Act of 2002, our audit committee charter requires the audit committee to pre-approve

all audit and permitted non-audit

services provided by our independent registered public accounting firm, including the review and approval in advance of our independent registered public accounting firm’s annual engagement letter and the proposed fees contained therein.

The audit committee has the ability to delegate the authority to pre-approve

services to one or more designated members of the audit committee.

If such authority is delegated, such delegated members of the audit committee must report to the full audit committee at the next audit committee meeting all items pre-approved by such delegated members.

Since becoming a publicly listed company (following Ivanhoe’s initial public offering) all of the services performed by our independent registered public accounting firm were pre-approved

by the audit committee.

The information required by this Item will be set forth in the Proxy Statement is incorporated herein by reference.

Exhibits, Financial Statement Schedules

Financial Statements

The consolidated financial statements listed in the accompanying Index to Consolidated Financial Statements are filed as part of this Annual Report.

The exhibits listed below are filed as part of this Annual Report or incorporated herein by reference to the location indicated.

Business Combination Agreement, dated as of July 12, 2021, among Ivanhoe Capital Acquisition Corp., Wormhole Merger Sub Pte.

and SES Holdings Pte.

Ltd., as amended by Amendment No.

1 thereto, dated September 20, 2021 (incorporated by reference to Exhibit 2.1 to the Company’s Registration Statement on Form S-4/A (File No.

333-258691), filed with the Securities and Exchange Commission on January 5, 2022).

Amendment No.

1 to Business Combination Agreement, dated as of September 20, 2021, among Ivanhoe Capital Acquisition Corp., Wormhole Merger Sub Pte.

and SES Holdings Pte.

(incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No.

001-39845), filed with the Securities and Exchange Commission on September 21, 2021).

Financial Statements and Schedules – the required information is set forth in “Part 2, Item 8 – Financial Statements and Supplementary Data” in this Annual Report.

Exhibits – the exhibits listed below are filed as part of this Annual Report or incorporated herein by reference to the location indicated.

Certificate of Incorporation of SES AI Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.

4 unchanged sentences

001-39845), filed with the Securities and Exchange Commission on February 8, 2022).

Description of Securities.

Description of Securities (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K (File No.

001-39845), filed with the Securities and Exchange Commission on March 31, 2022).

Amended and Restated Registration Rights Agreement, dated February 3, 2022, by and among SES AI Corporation, the Sponsor and certain other holders of SES AI Corporation (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

19 unchanged sentences

001-39845), filed with the Securities and Exchange Commission on February 8, 2022).

Employment Agreement, dated as of March 23, 2021, by and between Joanne Ban and SES Holdings Pte.

(incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K (File No.

001-39845), filed with the Securities and Exchange Commission on February 8, 2022).

Employment Agreement, dated as of July 1, 2018, by and between Dr.

16 unchanged sentences

001-39845), filed with the Securities and Exchange Commission on February 8, 2022).

English Translation of Amendment to Shanghai Lease Agreement, dated as of September 20, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No.

001-39845), filed with the Securities and Exchange Commission on November 14, 2022).

Commercial Lease Agreement, dated as of March 30, 2016, by and between SolidEnergy Systems Corp.

13 unchanged sentences

001-39845), filed with the Securities and Exchange Commission on February 8, 2022).

Amendment No.

5 to Commercial Lease Agreement, dated as of October 21, 2022.

Form of Restricted Share Award Grant (incorporated by reference to Exhibit 10.22 to the Company’s Current Report on Form 8-K (File No.

4 unchanged sentences

001-39845), filed with the Securities and Exchange Commission on February 8, 2022).

Sponsor Letter Agreement, dated July 12, 2021, by and between Ivanhoe Capital Acquisition Corp.

and Ivanhoe Capital Sponsor LLC (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-4/A (File No.

333-258691), filed with the Securities and Exchange Commission on January 5, 2022).

Support Agreement, dated as of July 12, 2021, by and among Ivanhoe Capital Acquisition Corp.

and certain shareholders of the SES Holdings Pte.

(incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-4/A (File No.

333-258691), filed with the Securities and Exchange Commission on January 5, 2022).

Form of Restricted Stock Unit Award Grant Notice pursuant to the SES AI Corporation 2021 Incentive Award Plan for restricted stock unit awards to employees, consultants and advisors (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q (File No.

001-39845), filed with the Securities and Exchange Commission on May 13, 2022).

Form of Restricted Stock Unit Award Grant Notice pursuant to the SES AI Corporation 2021 Incentive Award Plan for restricted stock unit awards to non-employee directors (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q (File No.

001-39845), filed with the Securities and Exchange Commission on May 13, 2022).

Form of Performance Stock Unit Award Grant Notice pursuant to the SES AI Corporation 2021 Incentive Award Plan for performance vesting restricted stock unit awards to employees and consultants (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q (File No.

001-39845), filed with the Securities and Exchange Commission on May 13, 2022).

Form of Restricted Share Award Grant pursuant to the SES Holdings Pte.

2021 Share Incentive Plan (incorporated by reference to Exhibit 10.22 to the Company’s Current Report on Form 8-K (File No.

001-39845), filed with the Securities and Exchange Commission on February 8, 2022).

Form of Share Option Award Grant pursuant to the SES Holdings Pte.

2021 Share Incentive Plan (incorporated by reference to Exhibit 10.23 to the Company’s Current Report on Form 8-K (File No.

001-39845), filed with the Securities and Exchange Commission on February 8, 2022).

Form of Subscription Agreement for Institutional Investors (incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement on Form S-4/A (File No.

2 unchanged sentences

333-258691), filed with the Securities and Exchange Commission on January 5, 2022).

List of Subsidiaries of SES AI Corporation (incorporated by reference to Exhibit 21.1 to the Company’s Current Report on Form 8-K (File No.

001-39845), filed with the Securities and Exchange Commission on February 8, 2022).

Letter from Withum Smith+Brown, PC (incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K (File No.

001-39845), filed with the Securities and Exchange Commission on April 18, 2022).

Management’s Discussion and Analysis of Financial Condition and Results of Operations of Old SES for the fiscal year ended December 31, 2021 (incorporated by reference to Exhibit 99.2 to the Company’s Amendment No.

1 to Current Report on Form 8-K/A (File No.

001-39845), filed with the Securities and Exchange Commission on March 31, 2022).

List of Subsidiaries

Consent of Independent Registered Public Accounting Firm (KPMG LLP)

Power of Attorney (included on the signature page to this Annual Report).

Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).

Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).

Certification of the Principal Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

Certification of the Principal Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

Inline XBRL Instance Document

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Executive Officer Pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Financial Officer Pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Inline XBRL Taxonomy Extension Schema Document.

3 unchanged sentences

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

* Filed herewith.

2 unchanged sentences

** Furnished herewith.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

SES AI CORPORATION

Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

March 16, 2023

SES AI CORPORATION

/s/ Qichao Hu

Chief Executive Officer

(Principal Executive Officer)

/s/ Jing Nealis

Chief Financial Officer

(Principal Financial Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joanne Ban and Jing Nealis, and each or any one of them, his or her true and lawful attorneyin-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kyle Pilkington and Jing Nealis, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities on the dates indicated.

/s/ Qichao Hu

9 unchanged sentences

Jang Wook Choi

/s/ Robert Friedland

March 31, 2022

Robert Friedland

/s/ Kent Helfrich

6 unchanged sentences

Michael Noonen

SES AI Corporation

(Formerly Known as Ivanhoe Capital Acquisition Corp.)

Index to Consolidated Financial Statements

Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm WithumSmith + Brown PC (PCAOB No:

Consolidated Balance Sheets as of December 31, 2021 and 2020

Consolidated Statements of Operations for the year ended December 31, 2021 and for the period from July 8, 2020 (inception) through December 31, 2020

Consolidated Statements of Changes in Shareholders’ Deficit for the year ended December 31, 2021 and for the period from July 8, 2020 (inception) through December 31, 2020

Consolidated Statements of Cash Flows for the year ended December 31, 2021 and for the period from July 8, 2020 (inception) through December 31, 2020

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of

SES AI Corporation (formerly known as Ivanhoe Capital Acquisition Corp.)

Opinion on the Consolidated financial statements

We have audited the accompanying consolidated balance sheets of SES AI Corporation (formerly known as Ivanhoe Capital Acquisition Corp.) (the “Company”) as of December 31, 2021 and 2020, the related consolidated statements of operations, changes in shareholders’ deficit and cash flows for the year ended December 31, 2021 and the period from July 8, 2020 (inception) through December 31, 2020, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the year ended December 31, 2021 and the period from July 8, 2020 (inception) through December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ WithumSmith+Brown, PC

We have served as the Company’s auditor since 2020.

New York, New York

PCAOB ID Number 100

SES AI CORPORATION

(FORMERLY KNOWN AS IVANHOE CAPITAL ACQUISITION CORP.)

CONSOLIDATED BALANCE SHEETS

Current assets:

Prepaid expenses

Total current assets

Investments held in Trust Account

Deferred offering costs associated with the initial public offering

Liabilities, Class A Ordinary Shares Subject to Redemption and Shareholders’ Deficit

Current liabilities:

Accounts payable

Due to related party

Accrued expenses

Note payable - related party

Total current liabilities

Accrued liabilities

Convertible note – related party

Deferred underwriting commissions

Derivative warrant liabilities

Total liabilities

Commitments and Contingencies

Class A ordinary shares subject to possible redemption, $ 0.0001 par value;

27,600,000 and - 0 -

shares at redemption value of $ 10.00 per share as of December 31, 2021 and December 31, 2020, respectively

Shareholders’ Deficit:

Preference shares, $ 0.0001 par value;

1,000,000 shares authorized;

none issued and outstanding

Class A ordinary shares, $ 0.0001 par value;

200,000,000 shares authorized

Class B ordinary shares, $ 0.0001 par value;

20,000,000 shares authorized;

6,900,000 shares issued and outstanding as of December 31, 2021 and December 31, 2020

Additional paid-in

Accumulated deficit

Total shareholders’ deficit

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit

The accompanying notes are an integral part of these consolidated financial statements.

SES AI CORPORATION

(FORMERLY KNOWN AS IVANHOE CAPITAL ACQUISITION CORP.)

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Period

From July 8, 2020

December 31, 2020

General and administrative expenses

General and administrative expenses - related party

Total operating expenses

Other income (expenses):

Income from investments held in Trust Account

Change in fair value of derivative warrant liabilities

Change in fair value of convertible note – related party

Offering costs - derivative warrant liabilities

Basic and diluted weighted average shares outstanding, Class A ordinary shares

Basic and diluted net loss per ordinary share, Class A ordinary shares

Basic and diluted weighted average ordinary shares outstanding, Class B ordinary shares

Basic and diluted net loss per ordinary share, Class B ordinary shares

The accompanying notes are an integral part of these consolidated financial statements.

SES AI CORPORATION

(FORMERLY KNOWN AS IVANHOE CAPITAL ACQUISITION CORP.)

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

For the Year Ended December 31, 2021

Ordinary Shares

Shareholders’

Balance - July 8, 2020 (inception)

Issuance of Class B ordinary shares to Sponsor

Balance - December 31, 2020

Accretion of Class A ordinary shares subject to redemption

Balance - December 31, 2021

The accompanying notes are an integral part of these consolidated financial statements.

SES AI CORPORATION

(FORMERLY KNOWN AS IVANHOE CAPITAL ACQUISITION CORP.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Year Ended

December 31, 2021

For the Period

From July 8, 2020

December 31, 2020

Cash Flows from Operating Activities:

Adjustments to reconcile net loss to net cash used in operating activities:

General and administrative expenses paid by Sponsor in exchange for issuance of Class B ordinary shares

Income from investments held in Trust Account

Change in fair value of derivative warrant liabilities

Change in fair value of convertible note – related party

Offering costs - derivative warrant liabilities

Changes in operating assets and liabilities:

Prepaid expenses

Accounts payable

Due to related party

Accrued expenses

Accrued liabilities

Net cash used in operating activities

Cash Flows from Investing Activities:

Cash deposited in Trust Account

( 276,000,000

Net cash used in investing activities

( 276,000,000

Cash Flows from Financing Activities:

Payment of note payable to related party

Proceeds received from initial public offering, gross

Proceeds received from private placement

Offering costs paid

Proceeds received from note payable to related party

Offering costs paid

Proceeds from convertible note to related party

Net cash provided by financing activities

Net change in cash

Cash - beginning of the period

Cash - end of the period

Supplemental disclosure of noncash financing activities:

Deferred offering costs included in accounts payable

Offering costs included in accrued expenses

Deferred offering costs paid by Sponsor under promissory note

Deferred underwriting commissions

The accompanying notes are an integral part of these consolidated financial statements

SES AI CORPORATION

(FORMERLY KNOWN AS IVANHOE CAPITAL ACQUISITION CORP.)

NOTES TO CONSOLIDATED BALANCE SHEETS

Note 1—Description of Organization and Business Operations

SES AI Corporation, formerly known as Ivanhoe Capital Acquisition Corp.

prior to February 3, 2022 (the “Company”), is a blank check company incorporated as a Cayman Islands exempted company on July 8, 2020.

The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”).

On June 28, 2021, the Company formed a wholly owned subsidiary, Wormhole Merger Sub Pte.

Ltd., a Singapore private company limited by shares (“Amalgamation Sub”).

Business Operations

As of December 31, 2021, the Company had not yet commenced operations.

All activity for the period from July 8, 2020 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below, and since the closing of the Initial Public Offering, the search for a prospective Business Combination, including activities in connection with the proposed acquisition of SES Holdings Pte.

Ltd., a Singapore private company limited by shares (“SES”).

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

The Company will generate non-operating

income in the form of interest income on its investments held in the trust account from the proceeds of its Initial Public Offering.

The Company incurs expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a business combination.

The Company’s sponsor is Ivanhoe Capital Sponsor LLC, a Cayman Islands limited liability company (“Sponsor”).

The registration statement for the Company’s Initial Public Offering was declared effective on January 6, 2021.

On January 11, 2021, the Company consummated its Initial 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”), including 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, of which approximately $ 9.7 million was for deferred underwriting commissions (Note 6).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“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 the Sponsor, generating gross proceeds of approximately $ 7.5 million (Note 4).

Upon the closing of the Initial Public Offering and the Private Placement, $ 276.0 million ($ 10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“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 the Company, until the earlier of:

(i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80 % of the net assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in Trust) at the time the Company signs a definitive agreement in connection with the initial Business Combination.

However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide its holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer.

The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion.

The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).

The per-share

amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6).

These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”).

In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination.

If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which will be adopted by the Company upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S.

Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination.

If, however, a shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.

Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction.

If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares prior to the Initial Public Offering (the “Initial Shareholders”) have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination.

In addition, the Initial Shareholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.

In addition, the Company has agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor.

Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association will provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20 % or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company.

The Company’s Sponsor, executive officers, directors and director nominees agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100 % of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment.

If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or January 11, 2023 (the “Combination Period”), the Company 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 the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

In connection with the redemption of 100 % of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less up to $ 100,000 of interest to pay dissolution expenses).

The Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period.

However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period.

The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares.

In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $ 10.00 per share initially held in the Trust Account.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the Trust Account, if less than $ 10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Business Combination

On February 3, 2022, we consummated the previously announced business combination (the “Business Combination”) pursuant to that certain Business Combination Agreement dated July 12, 2021 (the “Business Combination Agreement”), by and among Ivanhoe, Wormhole Amalgamation Sub Pte.

Ltd., a Singapore private company limited by shares and our direct wholly-owned subsidiary (“Amalgamation Sub”), and SES Holdings Pte.

(“SES”), a Singapore private company limited by shares.

In connection with the closing of the Business Combination (the “Closing”), a business combination between the Company, Amalgamation Sub and SES was effectuated through the merger of Amalgamation Sub with and into SES, with SES continuing as the surviving company.

On the Closing Date, we changed our name from Ivanhoe Capital Acquisition Corp.

to “SES AI Corporation”.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19

pandemic on the industry 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 these consolidated financial statements.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Liquidity and Capital Resources

The Company successfully consummated its Business Combination on February 3, 2022.

As indicated in the accompanying financial statements, as of December 31, 2021, we had approximately $ 100,000 in our operating bank account and working deficit of approximately $ 200,000 .

Our liquidity needs to date have been satisfied through a contribution of $ 25,000 from Sponsor to cover certain expenses in exchange for the issuance of the Founder Shares, a loan of $ 500,000 from the Sponsor pursuant to the Note, and the proceeds from the consummation of the Private Placement not held in the Trust Account.

We repaid the Note in full on January 15, 2021.

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, provide us Working Capital Loans.

On April 9, 2021, we issued an unsecured convertible promissory note (the “Convertible Note”) to our Chief Executive Officer, pursuant to which we may borrow up to $ 1,500,000 for ongoing expenses reasonably related to our business and the consummation of the Business Combination.

The Convertible Note does not bear any interest.

All unpaid principal under the Convertible Note will be due and payable in full on the earlier of (i) January 11, 2023 and (ii) the effective date of the Business Combination (such earlier date, the “Maturity Date”).

As of December 31, 2021, $ 945,000 was drawn on the convertible note—related party, presented at its fair value of approximately $ 1.2 million on the accompanying consolidated balance sheets.

Subsequently, the loan was repaid in full with cash at the closing of our business combination on February 3, 2022.

There were no amounts outstanding under the Convertible Note as of December 31, 2020.

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 expect to 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.

Note 2—Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S.

Securities and Exchanges Commission (“SEC”).

Principles of Consolidation

The consolidated financial statements of the Company include its wholly-owned subsidiary, Wormhole Merger Sub Pte.

Ltd., which was incorporated in Singapore on June 28, 2021, in connection with the planned business combination.

All inter-company accounts and transactions are eliminated in consolidation.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging

growth companies but any such an election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements.

Actual results could differ from those estimates.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

One of the more significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the warrant liabilities.

Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had no cash equivalents as of December 31, 2021 and 2020 held outside of the Trust Account.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $ 250,000 .

As of December 31, 2021 and 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Investments Held in Trust Account

The Company’s portfolio of investments is comprised of U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S.

government securities and generally have a readily determinable fair value, or a combination thereof.

When the Company’s investments held in the Trust Account are comprised of U.S.

government securities, the investments are classified as trading securities.

When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value.

Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of these securities is included in income from investments held in the Trust Account in the accompanying consolidated statements of operations.

The estimated fair values of investments held in the Trust Account are determined using available market information.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements” approximates the carrying amounts represented in the balance sheet.

The Company has elected the fair value option to account for its Convertible Note with its Sponsor as defined and more fully described in Note 5.

As a result of applying the fair value option, the Company records each draw at fair value with a gain or loss recognized at issuance, and subsequent changes in fair value are recorded as change in the fair value of Convertible Note—related party on the consolidated statements of operations.

The fair value is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.

These inputs reflect management’s and, if applicable, an independent third-party valuation firm’s own assumption about the assumptions a market participant would use in pricing the asset or liability.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

These tiers include:

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.

In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Derivative Warrant Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.

The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”).

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed

at the end of each reporting period.

Derivative warrant liabilities are classified as non-current

liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants (as defined in Note 4) (collectively, the “Warrant”) are recognized as derivative liabilities in accordance with ASC 815-40.

Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised, and any change in fair value is recognized in the Company’s statement of operations.

The fair value of the Public Warrants issued in connection with the Initial Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date.

The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants.

The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly.

Derivative warrant liabilities are classified as non-current

liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Offering Costs Associated with the Initial Public Offering

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering.

Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received.

Offering costs associated with warrant liabilities are expensed as incurred and presented as non-operating

expenses in the statement of operations.

Offering costs associated with the Class A ordinary shares are charged against their carrying value upon the completion of the Initial Public Offering.

Deferred underwriting commissions are classified as non-current

liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value.

Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity.

At all other times, Class A ordinary shares are classified as shareholders’ equity.

The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.

Accordingly, as of December 31, 2021, 27,600,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity (deficit) section of the Company’s consolidated balance sheets.

As of December 31, 2020, there were no Class A ordinary shares subject to possible redemption.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period.

This method would view the end of the reporting period as if it were also the redemption date for the security.

Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in

capital (to the extent available) and accumulated deficit.

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes.

Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not

to be sustained upon examination by taxing authorities.

The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

As such, the Company’s tax provision was zero for the period presented.

Net Income (Loss) per Ordinary Shares

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares.

Income and losses are shared pro rata between the two classes of ordinary shares.

Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period.

The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 14,213,333 Class A ordinary share in the calculation of diluted income (loss) per ordinary share, because their exercise is contingent upon future events.

As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per share ordinary for the year ended December 31, 2021 and for the period from July 8, 2020 (inception) through the year ended December 31, 2020.

Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per ordinary share as the redemption value approximates fair value.

The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per ordinary share for each class of ordinary shares:

For the Period From

8, 2020 (Inception)

Through December 31,

For the Year Ended December 31,

Basic and diluted net loss per ordinary share:

Allocation of net loss

Basic and diluted weighted average ordinary shares outstanding

Basic and diluted net loss per ordinary share

Recently Adopted Accounting Standards

In August 2020, the FASB issued ASU No.

Debt-Debt with Conversion and Other Options (Subtopic 470-20)

and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity

, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP.

The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas.

The Company early adopted the ASU on January 21, 2021 (inception).

Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

Recent Issued Accounting Standards

The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying consolidated financial statements.

Note 3—Initial Public Offering

On January 11, 2021, the Company consummated its Initial Public Offering of 27,600,000 Units, including 3,600,000 Over-Allotment Units, at $ 10.00 per Unit, generating gross proceeds of $ 276.0 million, and incurring offering costs of approximately $ 15.8 million, of which approximately $ 9.7 million was for deferred underwriting commissions.

Each Unit consists of one Class A ordinary share and one

of one redeemable warrant (“Public Warrant”).

Each whole Public Warrant will entitle the holder to purchase one Class A ordinary share at an exercise price of $ 11.50 per share, subject to adjustment (see Note 7).

Note 4 – Private Placement

Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 5,013,333 Private Placement Warrants, at a price of $ 1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $ 7.5 million.

Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $ 11.50 per share.

A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account.

If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless.

The Private Placement Warrants will be non-redeemable

for cash and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

Note 5 – Related Party Transactions

Founder Shares

On July 22, 2020, the Sponsor paid an aggregate of $ 25,000 for certain expenses on behalf of the Company in exchange for issuance of 8,625,000 Class B ordinary shares (the “Founder Shares”).

On December 16, 2020, the Sponsor surrendered 2,875,000 Founder Shares to the Company for cancellation for no consideration.

On January 6, 2021, the Company 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 the Company’s issued and outstanding shares after the Initial 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 the Company completes 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, the Sponsor agreed to loan the Company up to $ 600,000 pursuant to a promissory note (the “Note”), which was later amended on December 1, 2020.

The Note is non-interest

bearing, unsecured and due upon the closing of the Initial Public Offering.

The Company borrowed $ 500,000 under the Note.

On January 15, 2021, the Company repaid the Note in full.

Subsequent to the repayment, the facility was no longer available to the Company.

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company.

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, the Company 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.

Except 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.

On April 9, 2021, the Company issued an unsecured convertible promissory note (the “Convertible Note”) to the Company’s Chief Executive Officer, pursuant to which the Company may borrow up to $ 1,500,000 for ongoing expenses reasonably related to the business of the Company and the consummation of the Business Combination.

The Convertible Note does not bear any interest.

The Chief Executive Officer will have the option, at any time on or prior to the Maturity Date, to convert any amounts outstanding under the Convertible Note into warrants to purchase the Company’s Class A ordinary shares, par value $ 0.0001 per share, at a conversion price of $ 1.50 per warrant, with each warrant entitling the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company’s initial public offering.

As of December 31, 2021, $ 945,000 was drawn on the convertible note—related party, presented at its fair value of approximately $ 1.2 million on the accompanying consolidated balance sheets.

Subsequently, the loan was repaid in full with cash at the closing of our business combination on February 3, 2022.

There were no amounts outstanding under the Convertible Note as of December 31, 2020.

Administrative Support Agreement

Commencing on the date that the Company’s securities were first listed on the NYSE through the earlier of consummation of the initial Business Combination and the liquidation, the Company agreed to pay the Sponsor $ 10,000 per month for office space, utilities, secretarial and administrative support services provided to members of the management team.

Administrative expenses were included within general and administrative expenses—related party in the consolidated statements of operations.

For the year ended December 31, 2021, the Company incurred $ 120,000 in administrative expenses.

As of December 31, 2021, $ 10,000 has been included in due to related party on the consolidated balance sheets.

There were no administrative expenses incurred for the period from July 8, 2020 (inception) through December 31, 2020.

In addition, the Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket

expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations.

The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers or directors, or the Company’s or their affiliates.

Any such payments prior to an initial Business Combination will be made from funds held outside the Trust Account.

As of December 31, 2021, approximately $ 10,000 is included in due to related party on the accompanying consolidated balance sheets.

There were no balances outstanding as of December 31, 2020.

Note 6—Commitments and Contingencies

Registration Rights

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 Initial Public Offering.

The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company registers 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.

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a 45 -day

option from the date of the Initial Public Offering prospectus to purchase up to 3,600,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions.

On January 11, 2021, the underwriter 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 Initial Public Offering.

In addition, $ 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 the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Note 7—Derivative Warrant Liabilities

As of December 31, 2021, the Company had 9,200,000 Public Warrants and 5,013,333 Private Warrants outstanding.

There were no warrants outstanding as of December 31, 2020.

Public Warrants may only be exercised for a whole number of shares.

No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade.

The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering;

provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permit holders to exercise their warrants on a cashless basis under certain circumstances).

The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement.

If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60 th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The warrants have an exercise price of $ 11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $ 9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Initial Shareholders or their affiliates, without taking into account any Founder Shares held by the Initial Shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 10 -trading

day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market Value and the Newly Issued Price (See “—Redemption of Warrants When the Price Per Class A Ordinary Share Equals or Exceeds $18.00” and “—Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00”), and the $ 10.00

per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

(See “—Redemption of Warrants When the Price Per Class A Ordinary Share Equals or Exceeds $10.00”).

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

Additionally, the Private Placement Warrants will be non-redeemable

so long as they are held by the initial purchasers or such purchasers’ permitted transferees.

If the Private Placement Warrants are held by someone other than the Initial Shareholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Redemption of warrants when the price per Class A ordinary share equals or exceeds $ 18.00

Once the warrants become exercisable, the Company may call the outstanding warrants for redemption (except as described herein with respect to the Private Placement Warrants):

in whole and not in part;

at a price of $ 0.01 per warrant;

upon a minimum of 30 days’ prior written notice of redemption to each warrant holder;

if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted) for any 20 trading days within a 30 -trading

day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30 -day

redemption period.

Redemption of warrants when the price per Class A ordinary share equals or exceeds $ 10.00 :

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

in whole and not in part;

at $ 0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares;

if, and only if, the closing price of Class A ordinary shares equals or exceeds $ 10.00 per share (as adjusted) for any 20 trading days within the 30 -trading

day period ending three trading days before the Company sends the notice of redemption to the warrant holders.

The “fair market value” of Class A ordinary shares for the above purpose shall mean the volume-weighted average price of the Class A ordinary shares for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants.

In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment).

If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants.

Accordingly, the warrants may expire worthless.

Note 8 – Class A Ordinary Shares Subject to Possible Redemption

The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events.

The Company is authorized to issue 200,000,000 shares of Class A ordinary shares with a par value of $ 0.0001 per share.

Holders of the Company’s Class A ordinary shares are entitled to one vote for each ordinary share.

As of December 31, 2021, there were 27,600,000 shares of Class A ordinary shares outstanding, which were all subject to possible redemption and are classified outside of permanent equity in the consolidated balance sheet.

The Class A ordinary shares subject to possible redemption reflected on the consolidated balance sheet is reconciled on the following table:

Gross proceeds from Initial Public Offering

Fair value of Public Warrants at issuance

Offering costs allocated to Class A ordinary shares subject to possible redemption

Accretion on Class A ordinary shares subject to possible redemption amount

Class A ordinary shares subject to possible redemption

Note 9—Shareholders’ Equity (Deficit)

Preference Shares-

The Company is authorized to issue 1,000,000 preference shares with a par value of $ 0.0001 per share.

As of December 31, 2021 and 2020, there were no preference shares issued or outstanding.

A Ordinary Shares-

The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $ 0.0001 per share.

Holders of the Company’s Class A ordinary shares are entitled to one vote for each share.

At December 31, 2021, there were 27,600,000 Class A ordinary shares issued and outstanding.

All issued and outstanding Class A ordinary shares are subject to possible redemption and have been classified as temporary equity (See Note 8).

As of December 31, 2020, there were no Class A ordinary shares issued and outstanding.

B Ordinary Shares-

The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $ 0.0001 per share.

As of December 31, 2021 and 2020, there were 6,900,000 Class B ordinary shares issued and outstanding.

Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders.

Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law.

In a vote to continue the company in jurisdiction outside the Cayman Islands (which required the approval of at least two thirds of the votes of all ordinary shares), holders of the Founder Shares will have ten votes for every Founder Share and holders of the Class A ordinary shares will have one vote for every Class A ordinary share.

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the consummation of the initial Business Combination on a one-for-one

basis, subject to adjustment for share sub-divisions,

share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein.

In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of working capital loans;

provided that such conversion of Founder Shares will never occur on a less than one-for-one

Note 9—Fair Value Measurements

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.

Quoted Prices in

Active Markets

Investments held in Trust Account

Derivative warrant liabilities - Public Warrants

Derivative warrant liabilities - Private Placement Warrants

Convertible note – related party

As of December 31, 2020, there were no assets or liabilities that are measured at fair value on a recurring basis.

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period.

The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in February 2021, when the Public Warrants were separately listed and traded.

There were no other transfers to/from Levels 1, 2, and 3 during the year ended December 31, 2021.

Level 1 assets include investments in money market funds that invest solely in U.S.

government securities.

The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

The fair value of the Public Warrants as of December 31, 2021 was measured utilizing the Level 1 input of the observable listed trading price for such warrants.

Level 3 instruments are comprised of derivative warrant liabilities measured at fair value using a Monte Carlo simulation and Black-Scholes Option Pricing Model.

The estimated fair value of the Private Placement Warrants and the Public Warrants, prior to being separately listed and traded, was determined using Level 3 inputs.

The estimated fair value of warrants that may be issued upon conversion of the Convertible Note was determined using Level 3 inputs.

Inherent in a Monte Carlo simulation and Black-Scholes Option Pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield.

The Black-Scholes analysis relies upon appropriate inputs derived from the Monte Carlo simulation of the public warrants;

namely, the underlying stock price and the implied volatility from the traded Public Warrant price.

The Company estimates the volatility of its ordinary shares warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s ordinary shares that matches the expected remaining life of the warrants.

The risk-free interest rate is based on the U.S.

Treasury zero-coupon

yield curve on the grant date for a maturity similar to the expected remaining life of the warrants.

The expected life of the warrants is assumed to be equivalent to their remaining contractual term.

The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

The following table provides quantitative information regarding Level 3 fair value measurements inputs used in the valuation of the derivative warrant liabilities at their measurement dates:

As of December 31, 2021

Option term (in years)

Risk-free interest rate

Expected dividends

The change in the fair value of the derivative warrant liabilities measured using Level 3 inputs for the year ended December 31, 2021 is summarized as follows:

Derivative warrant liabilities at January 1, 2021

Issuance of Public and Private Warrants

Transfer of Public Warrants to Level 1 measurement

Change in fair value of derivative warrant liabilities

Derivative warrant liabilities at December 31, 2021

The following table provides quantitative information regarding Level 3 fair value measurements inputs used by the estimated fair value of warrants that may be issued upon conversion of the Convertible Note at their measurement dates:

As of December 31, 2021

Option term (in years)

Risk-free interest rate

Expected dividends

The change in the fair value of the convertible note – related party measured with Level 3 inputs for year ended December 31, 2021 is summarized as follows:

Fair Value at January 1, 2021

Initial fair value of convertible note - related party

Change in fair value of convertible note - related party

Fair Value of convertible note - related party, December 31, 2021

Note 10 - Subsequent Events

The Company evaluated subsequent events and transactions that occurred up to the date consolidated financial statements were issued.

Based on this evaluation, other than as noted in Note 1, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements.

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 9A. Controls and Procedures