BOSTON and NEW YORK, Jan. 10,
2022 /PRNewswire/ -- Ivanhoe Capital Acquisition Corp.
(NYSE: IVAN) ("Ivanhoe"), a
publicly traded special purpose acquisition company, and SES
Holdings Pte. Ltd. ("SES"), a world leader in development and
manufacturing of high-performance Li-Metal batteries for automotive
and transportation applications, today announced that the U.S.
Securities and Exchange Commission (the "SEC") has declared
effective Ivanhoe's registration
statement on Form S-4 (File No. 333-258691) relating to the
previously announced proposed business combination of Ivanhoe and SES (the "Business
Combination").
Ivanhoe will mail shareholders
and public warrant holders as of December
14, 2021 (the "Record Date") the definitive proxy
statement/prospectus relating to the Extraordinary General Meeting
of Ivanhoe Shareholders (the "Extraordinary General Meeting"), to
be held on February 1, 2022 at
9:00 am ET. Shareholders are
encouraged to vote in advance of the Extraordinary General Meeting
and will have until January 31, 2022
at 11:59 pm ET to do so.
Additionally, the meeting of the holders (the "Warrant Holder
Meeting") of public warrants of Ivanhoe to approve certain changes to
Ivanhoe's warrants is also
scheduled to be held on February 1,
2022 at 9:15 a.m. Voting in
advance is easy and can be done in one of three ways: online, via
telephone or by mail. All Ivanhoe
shareholders and public warrant holders as of the Record Date are
encouraged to vote for the transaction and the changes to
Ivanhoe's warrants,
respectively.
Dr. Qichao Hu, SES Founder and
CEO, commented, "We are pleased to reach this significant milestone
in the transaction process, which will lead to SES becoming a
public company upon approval by Ivanhoe shareholders. As a public company and
through the support of this business combination, SES is positioned
to execute on its strategic plan to rapidly bring its technology to
commercialization. Our battery technology is supported by five
major OEM's globally including General Motors, Hyundai Motor
Company, Geely, SAIC Motor and Foxconn."
Hu added, "Our unique hybrid lithium-metal technology delivers
compelling third-party tested performance and safety with high
manufacturability by leveraging existing lithium-ion production
capabilities. Given these attributes combined with strong support
from world-class OEM's, we have never been more excited about the
future of SES."
The Business Combination is expected to close concurrently with
a fully-committed $275 million common
stock PIPE offering.
The PIPE anchor investors include: General Motors, Hyundai Motor
Company, Geely Holding Group, Kia Corporation, SAIC Motor, Koch
Strategic Platforms, LG Technology Ventures, Foxconn, Vertex
Ventures, Fidelity Investments Canada ULC (certain funds), and
Franklin Templeton.
Details of the Extraordinary General Meeting and Warrant
Holder Meeting
The Extraordinary General Meeting to approve the pending
Business Combination between Ivanhoe and SES, among other items, is
scheduled for February 1, 2022, at
9:00 am ET. The Extraordinary General
Meeting and the Warrant Holder Meeting will be held at the offices
of Kirkland & Ellis LLP, located at 609 Main St, Houston, Texas 77002, and virtually via live
webcast at https://www.cstproxy.com/ivanhoecapital/2022. Holders of
Ivanhoe ordinary shares as of the
close of business on the Record Date may vote at or before the
Extraordinary General Meeting and are encouraged to vote before
11:59 pm ET on January 31, 2022. Holders of Ivanhoe's public warrants as of the close of
business on the Record Date may vote at or before the Warrant
Holder Meeting and are encouraged to do so before 11:59 pm ET on January 31,
2022.
Ivanhoe has filed with the SEC
a definitive proxy statement/prospectus relating to the
Extraordinary General Meeting and will mail the proxy
statement/prospectus to shareholders and public warrant holders of
Ivanhoe as of the Record Date.
Ivanhoe shareholders and public
warrant holders can exercise their votes in advance of the
Extraordinary General Meeting and the Warrant Holder Meeting
online, via telephone or by mail. Ivanhoe shareholders and public warrant
holders who need assistance voting or have questions regarding the
Extraordinary General Meeting and/or the Warrant Holder Meeting may
contact Ivanhoe's proxy solicitor,
Morrow Sodali, toll-free at (203) 658-9400 or email Morrow Sodali
at IVAN.info@investor.morrowsodali.com.
If certain of the proposals at the Extraordinary General Meeting
are approved, the parties anticipate the Business Combination will
close shortly thereafter, subject to the satisfaction or waiver (as
applicable) of all other closing conditions.
Upon the closing of the Business Combination, the combined
company will be named SES AI Corporation. The parties expect that
the Class A common stock and warrants of the combined company will
be listed on the NYSE under the ticker symbols "SES" and "SESW,"
respectively.
About SES
SES is a global leader in development and initial production of
high-performance Li-Metal rechargeable batteries for electric
vehicles (EVs) and other applications. Founded in 2012, SES is an
integrated Li-Metal battery manufacturer with strong capabilities
in material, cell, module, AI-powered safety algorithms and
recycling. Formerly known as SolidEnergy Systems, SES is
headquartered in Singapore and has
operations in Boston, Shanghai and Seoul.
About Ivanhoe
Ivanhoe Capital Acquisition Corp. (NYSE: IVAN) is a special
purpose acquisition company formed for the purpose of effecting a
merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more
businesses. Ivanhoe was formed to
seek a target in industries related to the paradigm shift away from
fossil fuels towards the electrification of industry and
society.
Forward-Looking Statements
All statements other than statements of historical facts
contained in this press release are "forward-looking statements."
Forward-looking statements can generally be identified by the use
of words such as "believe," "may," "will," "estimate," "continue,"
"anticipate," "intend," "expect," "should," "would," "plan,"
"project," "forecast," "predict," "potential," "seem," "seek,"
"future," "outlook," "target" and other similar expressions that
predict or indicate future events or events or trends that are not
statements of historical matters. These forward-looking statements
include, but are not limited to, statements the timing of the
Extraordinary General Meeting and Warrant Holder Meeting, the
timing of the business combination and the listing of the
securities of the combined company following the business
combination. These statements are based on various assumptions,
whether or not identified in this press release, and on the current
expectations of SES's and Ivanhoe's management and are not predictions
of actual performance. These forward-looking statements are
provided for illustrative purposes only and are not intended to
serve as and must not be relied on by any investor as a guarantee,
an assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or
impossible to predict and may differ from assumptions, and such
differences may be material. Many actual events and circumstances
are beyond the control of SES and Ivanhoe. These forward-looking statements are
subject to a number of risks and uncertainties, including changes
in domestic and foreign business, market, financial, political and
legal conditions; the inability of the parties to successfully or
timely consummate the business combination, including the risk that
any required regulatory approvals are not obtained, are delayed or
are subject to unanticipated conditions that could adversely affect
the combined company or the expected benefits of the business
combination or that the approval of the shareholders of SES or
Ivanhoe is not obtained; the
failure to realize the anticipated benefits of the business
combination; risks relating to the uncertainty of the projected
financial information with respect to SES; risks related to the
development and commercialization of SES's battery technology and
the timing and achievement of expected business milestones; the
effects of competition on SES's business; the risk that the
business combination disrupts current plans and operations of
Ivanhoe and SES as a result of the
announcement and consummation of the business combination; the
ability to recognize the anticipated benefits of the business
combination, which may be affected by, among other things,
competition, the ability of the combined company to grow and manage
growth profitably, maintain relationships with customers and retain
its management and key employees; risks relating SES's history of
no revenues and net losses; the risk that SES's joint development
agreements and other strategic alliances could be unsuccessful;
risks relating to delays in the design, manufacture, regulatory
approval and launch of SES's battery cells; the risk that SES may
not establish supply relationships for necessary components or pay
components that are more expensive than anticipated; risks relating
to competition and rapid change in the electric vehicle battery
market; safety risks posed by certain components of SES's
batteries; risks relating to machinery used in the production of
SES's batteries; risks relating to the willingness of commercial
vehicle and specialty vehicle operators and consumers to adopt
electric vehicles; risks relating to SES's intellectual property
portfolio; the amount of redemption requests made by Ivanhoe's public shareholders; the ability of
Ivanhoe or the combined company to
issue equity or equity-linked securities or obtain debt financing
in connection with the business combination or in the future and
those factors discussed in Ivanhoe's Annual Report on Form 10-K, filed
with the SEC on March 31, 2021, under
the heading "Risk Factors," and other documents of Ivanhoe filed, or to be filed, with the SEC
relating to the business combination. If any of these risks
materialize or Ivanhoe's or SES's
assumptions prove incorrect, actual results could differ materially
from the results implied by these forward-looking statements. There
may be additional risks that neither Ivanhoe nor SES presently know or that
Ivanhoe and SES currently believe
are immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. In addition,
forward-looking statements reflect Ivanhoe's and SES's expectations, plans or
forecasts of future events and views only as of the date of this
press release. Ivanhoe and SES
anticipate that subsequent events and developments will cause
Ivanhoe's and SES's assessments to
change. However, while Ivanhoe and
SES may elect to update these forward-looking statements at some
point in the future, Ivanhoe and
SES specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as
representing Ivanhoe's and SES's
assessments as of any date subsequent to the date of this press
release. Accordingly, undue reliance should not be placed upon the
forward-looking statements.
Additional Information
This communication relates to the proposed business combination
between Ivanhoe and SES. This
communication does not constitute an offer to sell or exchange, or
the solicitation of an offer to buy or exchange, any securities,
nor shall there be any sale of securities in any jurisdiction in
which such offer, sale or exchange would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. Ivanhoe has filed a
definitive proxy statement and a form of proxy card with the SEC in
connection with the solicitation of proxies for the Extraordinary
Meeting of the Ivanhoe's
shareholders (the "Definitive Proxy Statement"). The Definitive
Proxy Statement will be sent to all Ivanhoe shareholders. No offering of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended, or an exemption therefrom. Ivanhoe will also file other documents
regarding the proposed business combination with the SEC. BEFORE
MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF
IVANHOE ARE URGED TO READ THE
REGISTRATION STATEMENT, THE DEFINITIVE PROXY STATEMENT AND ALL
OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC
IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION AS THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED BUSINESS COMBINATION. Investors and security holders will
be able to obtain free copies of the registration statement, the
Definitive Proxy Statement and all other relevant documents filed
or that will be filed with the SEC by Ivanhoe through the website maintained by the
SEC at www.sec.report. The documents filed by Ivanhoe with the SEC also may be obtained free
of charge upon written request to Ivanhoe Capital Acquisition
Corp., 1177 Avenue of the Americas, 5th Floor, New York, New York 10036.
Participants in the Solicitation
Ivanhoe, SES and their
respective directors and executive officers may be deemed to be
participants in the solicitation of proxies from Ivanhoe's shareholders in connection with the
proposed Business Combination. You can find information about
Ivanhoe's directors and executive
officers and their interest in Ivanhoe can be found in the Definitive Proxy
Statement and Ivanhoe's Annual
Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC
on March 31, 2021. A list of the
names of the directors, executive officers, other members of
management and employees of Ivanhoe and SES, as well as information
regarding their interests in the business combination, are
contained in the Definitive Proxy Statement, and any changes will
be reflected on Initial Statements of Beneficial Ownership on Form
3 or Statements of Changes in Beneficial Ownership on Form 4 filed
with the SEC. Additional information regarding the interests of
such potential participants in the solicitation process may also be
included in other relevant documents when they are filed with the
SEC. You may obtain free copies of these documents from the sources
indicated above.
No Offer or Solicitation
This communication is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the Business Combination and does not constitute an
offer to sell or a solicitation of an offer to buy any securities
of Ivanhoe or SES, nor shall there
be any sale of any such securities in any state or jurisdiction in
which such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of such
state or jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of the Securities
Act.
Media Contact
Irene
Lam
ilam@ses.ai
Gary Gartner
info@ivanhoecapitalacquisition.com
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SOURCE Ivanhoe Capital Acquisition Corp.