Financial Data and Key Metrics Changes - The company ended Q2 2022 with over $400 million in cash, indicating strong liquidity to support commercialization efforts [5][15] - Operating expenses for Q2 2022 were $19.1 million, an increase of $12.5 million from the same period last year [12] - R&D expenses rose to $7.2 million, reflecting higher personnel costs due to increased headcount [12] - G&A expenses increased to $11.9 million, primarily driven by higher personnel costs and external consulting [13] - A noncash gain of $29 million was recorded due to changes in fair value of the sponsor RNO liability [13] Business Line Data and Key Metrics Changes - The company is focused on developing large format 50 and 100 ampere power cells, with production and testing ongoing at facilities in Shanghai and Korea [8][9] - The Shanghai facility has the capacity to produce a few thousand cells per month, currently producing about 30 cells per day [17] Market Data and Key Metrics Changes - Consumer interest in electric vehicles is growing, with OEMs introducing new models rapidly, driving demand for energy-dense batteries [6] - The company has joint development agreements (JDAs) with General Motors, Hyundai, and Honda, positioning it as a leader in next-gen lithium metal battery technology [6] Company Strategy and Development Direction - The company aims to optimize A-samples for its JDA partners by mid-2023 and transition to B-samples thereafter [10] - There is a focus on expanding into other verticals such as drones and eVitals, indicating diversification beyond automotive [9] - The company is building an ecosystem around lithium metal batteries, including partnerships for recycling and supply chain development [22] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the commercialization timeline, expecting to meet key milestones and maintain strong liquidity [5][15] - The company is optimistic about the impact of the Inflation Reduction Act, which may encourage partnerships and operations in North America [22] Other Important Information - Capital expenditures for Q2 2022 were $7.5 million, primarily for facility build-out in Asia, with total expected CapEx for 2022 remaining between $25 million and $35 million [14][15] - The Shanghai Giga facility has resumed operations after COVID-related shutdowns, enhancing production capabilities [8] Q&A Session Summary Question: Current status of the Shanghai facility and production capacity - The Shanghai facility can produce a few thousand cells per month but is currently producing about 30 cells per day to address issues at a smaller scale [17] Question: Development of Avatar and hiring in this area - Avatar development includes manufacturing data collection and model building for monitoring battery health, with significant hiring in this area [19] Question: Capital spending and facility readiness - The Korean facility will be ready by the end of October, with plans for further expansion to support JDA partners [20] Question: Impact of the Inflation Reduction Act - The act is seen as a positive development, encouraging partnerships and operations in North America [22] Question: Commercialization timeline for non-EV applications - Non-EV applications like drones are expected to have a faster commercialization cycle compared to automotive [23] Question: Transition from A-sample to B-sample - The transition is expected by mid-next year, with specific criteria related to energy density and safety [28] Question: Supply chain scaling for lithium metal anode - The company is collaborating with partners to scale up lithium metal production, with potential joint ventures in the pipeline [30]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39845 SES AI Corporation (Exact name of registrant as specified in its charter) Delaware 98-1567584 (State or ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39845 SES AI Corporation (Exact name of registrant as specified in its charter) Delaware 98-1567584 (State or ...

Financial Data and Key Metrics Changes - The company reported a net loss of $27 million for Q1 2022, which includes a $7.7 million non-cash expense related to the mark-to-market of sponsor earn-out shares [31] - Operating expenses for the quarter were $19.2 million, including $3.2 million of stock-based compensation and $4.6 million of non-recurring transaction-related expenses [29] - The company ended Q1 2022 with cash and cash equivalents of $426 million, which is deemed sufficient to reach commercialization [36] Business Line Data and Key Metrics Changes - The company has made significant progress in its three technology platforms: Hermes for material development, Apollo for engineering large automotive cells, and Avatar for battery health monitoring [10][11][17] - The Shanghai Giga facility is capable of producing 0.2 gigawatt hours of large lithium metal cells and plans to reach one gigawatt hour in Phase 2 next year [13] Market Data and Key Metrics Changes - The automotive industry is rapidly shifting towards electrification, with major carmakers announcing plans to electrify their fleets [7] - The demand for lithium and other raw materials has surged, causing disruptions in the supply chain due to geopolitical factors [9] Company Strategy and Development Direction - The company aims to transition from A-samples to B-samples within the next 12 months and is focused on establishing independent regional supply chains to address geopolitical challenges [19][24] - The company is developing recycling capabilities for mossy lithium and exploring new business models such as battery-as-a-service [25] Management's Comments on Operating Environment and Future Outlook - Management highlighted the importance of a sustainable supply chain strategy and innovative business models in the face of rising raw material prices and supply chain disruptions [9][43] - The company expects to achieve commercialization by 2024, focusing on generating gross margin and positive free cash flow [44] Other Important Information - The company has established joint development agreements with major global carmakers, including General Motors, Hyundai, and Honda [8] - The company plans to invest between $70 million to $80 million in operations for 2022, primarily for A-sample development [33] Q&A Session Summary Question: Can you provide more background on the distinction between mossy lithium and dendrites? - Management explained that dendrites are sharp structures that can cause shorts, while mossy lithium is a flat structure that forms in batteries and is typically associated with battery failure [42] Question: How are we being impacted by raw material price inflation? - Management acknowledged that raw material price increases, particularly for lithium and nickel, are affecting the entire industry, but they have strategies in place to address these challenges [43] Question: Can you clarify what classifies as commercialization? - Management defined commercialization as a process starting with A-samples with OEMs, expecting to reach this stage in 2024 while focusing on sustainable business practices [44] Question: How is the company securing its supply chain? - Management mentioned that they are working with major shareholders who are mining companies to secure off-take agreements for lithium and other key materials [47] Question: How is LFP fitting in with rising commodity costs? - Management noted that the price of lithium carbonate has increased, making LFP more attractive to OEMs as it can achieve similar energy density to high-nickel lithium-ion batteries [49][50] Question: Are there major technology hurdles in transitioning from A to B to C samples? - Management confirmed that while there are challenges, they are not fundamental showstoppers, and they are focused on engineering solutions to optimize performance [51][52]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-39845 SES AI Corporation (Exact name of registrant as specified in its Charter) Delaware 95-1567584 (State or other ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to IVANHOE CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39845 98-1567584 (State or other jur ...

[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Condensed Consolidated Financial Statements](index=3&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements) The company presents its unaudited condensed consolidated financial statements, reflecting its IPO, business combination search, and proposed merger with SES Holdings Pte. Ltd [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2021, the balance sheet shows total assets of **$277.5 million**, primarily trust investments, and **$40.0 million** in liabilities Condensed Consolidated Balance Sheet Highlights (Unaudited) | Account | June 30, 2021 ($) | December 31, 2020 ($) | | :--- | :--- | :--- | | **Assets** | | | | Cash | 501,228 | 161,271 | | Investments held in Trust Account | 276,047,984 | 0 | | **Total Assets** | **277,467,799** | **574,310** | | **Liabilities** | | | | Derivative warrant liabilities | 26,616,560 | 0 | | Deferred underwriting commissions | 9,660,000 | 0 | | **Total Liabilities** | **39,992,526** | **582,131** | | Class A ordinary shares subject to possible redemption | 232,475,270 | 0 | | **Total shareholders' equity (deficit)** | **5,000,003** | **(7,821)** | [Unaudited Condensed Consolidated Statements of Operations](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) The company reported net losses of **$10.4 million** and **$8.9 million** for the three and six months ended June 30, 2021, driven by expenses and derivative fair value changes Statement of Operations Summary (Unaudited) | Item | Three Months Ended June 30, 2021 ($) | Six Months Ended June 30, 2021 ($) | | :--- | :--- | :--- | | Total operating expenses | (3,189,841) | (3,510,431) | | Income from investments held in Trust Account | 3,472 | 47,984 | | Change in fair value of derivative warrant liabilities | (7,127,760) | (4,468,560) | | **Net loss** | **(10,445,389)** | **(8,917,310)** | | Basic and diluted net loss per Class B share | (1.51) | (1.31) | [Unaudited Condensed Consolidated Statement of Cash Flows](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) For the six months ended June 30, 2021, net cash used in operations was **$1.5 million**, investing **$276.0 million**, and financing provided **$277.8 million** Cash Flow Summary for the Six Months Ended June 30, 2021 (Unaudited) | Activity | Net Cash Flow ($) | | :--- | :--- | | Net cash used in operating activities | (1,469,309) | | Net cash used in investing activities | (276,000,000) | | Net cash provided by financing activities | 277,809,266 | | **Net change in cash** | **339,957** | [Notes to Unaudited Condensed Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the company's blank check status, January 2021 IPO, concurrent private placement, and July 2021 business combination agreement with SES Holdings Pte. Ltd - The Company is a **blank check company** formed on July 8, 2020, with all activity through June 30, 2021, related to its formation, IPO, and target search[14](index=14&type=chunk)[16](index=16&type=chunk) - On January 11, 2021, the Company completed its IPO of **27.6 million units** at **$10.00 per unit**, raising **$276.0 million**, and a concurrent **$7.5 million** private placement of warrants[17](index=17&type=chunk)[18](index=18&type=chunk) - On July 12, 2021, the Company entered into a Business Combination Agreement with **SES Holdings Pte. Ltd.**, involving its domestication as **SES AI Corporation** and acquisition of SES[27](index=27&type=chunk)[28](index=28&type=chunk) - The company classifies public and private warrants as **derivative liabilities** measured at fair value, and Class A ordinary shares subject to redemption as **temporary equity**[53](index=53&type=chunk)[57](index=57&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=33&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition and operations, highlighting its blank check status, **$8.9 million** net loss, liquidity, and the SES Holdings Pte. Ltd. business combination agreement - The company is a **blank check company** that completed its IPO on January 11, 2021, raising **$276.0 million** in gross proceeds for a business combination[107](index=107&type=chunk)[108](index=108&type=chunk) - On July 12, 2021, the company entered into a Business Combination Agreement with **SES Holdings Pte. Ltd.**[114](index=114&type=chunk) Results of Operations Summary | Period | Net Loss ($) | Key Drivers | | :--- | :--- | :--- | | **Three Months Ended June 30, 2021** | ~$10.4 million | G&A expenses (~$3.2M), change in fair value of derivative liabilities (~$7.1M) | | **Six Months Ended June 30, 2021** | ~$8.9 million | G&A expenses (~$3.5M), change in fair value of derivative liabilities (~$4.5M), offering costs (~$0.9M) | - As of June 30, 2021, the company had approximately **$501,000 in cash** and **$1.2 million in working capital**, with liquidity met by non-trust IPO funds and Sponsor loans[115](index=115&type=chunk)[116](index=116&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=39&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is not subject to material market or interest rate risk, with IPO proceeds invested in short-term U.S. government securities - The company is a **smaller reporting company** and is not required to provide extensive market risk disclosures[136](index=136&type=chunk) - IPO net proceeds are invested in **short-term U.S. government securities** or money market funds, minimizing interest rate risk exposure[136](index=136&type=chunk) [Controls and Procedures](index=41&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were ineffective as of June 30, 2021, due to a material weakness in warrant accounting, despite ongoing remediation efforts - Management concluded that disclosure controls and procedures were **not effective** as of June 30, 2021, due to a material weakness in warrant accounting[138](index=138&type=chunk) - The material weakness originated from the **misapplication of accounting for warrants as liabilities**, as noted by an SEC staff statement[138](index=138&type=chunk) - Remediation steps, including an improved review process for complex securities, have been implemented but were **not fully complete** as of June 30, 2021[140](index=140&type=chunk) [PART II. OTHER INFORMATION](index=41&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=41&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings to disclose for the period - None[141](index=141&type=chunk) [Risk Factors](index=41&type=section&id=Item%201A.Risk%20Factors) The company reports no material changes to the risk factors previously disclosed in its Form 10-K filed on March 31, 2021 - There have been **no material changes** to the risk factors disclosed in the Form 10-K filed on March 31, 2021[142](index=142&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=41&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds%20from%20Registered%20Securities) This section details the **$7.5 million** private placement of warrants, the **$276 million** placed in the Trust Account, and underwriting fees - Simultaneously with the IPO, the company sold **5,013,333 Private Placement Warrants** to the Sponsor at **$1.50 each**, generating approximately **$7.5 million** in gross proceeds[143](index=143&type=chunk) - Gross proceeds of **$276.0 million** from the IPO and Private Placement were deposited into the Trust Account[145](index=145&type=chunk) - The company paid approximately **$5.7 million** in underwriting fees and deferred an additional **$9.7 million**[146](index=146&type=chunk) [Defaults Upon Senior Securities](index=42&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[147](index=147&type=chunk) [Mine Safety Disclosures](index=42&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[148](index=148&type=chunk) [Other Information](index=42&type=section&id=Item%205.%20Other%20Information) The company reports no other information for the period - None[149](index=149&type=chunk) [Exhibits](index=43&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including the Business Combination Agreement with SES and officer certifications - Key exhibits filed include the **Business Combination Agreement with SES**, related subscription and support agreements, and **officer certifications**[152](index=152&type=chunk)

[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents Ivanhoe Capital Acquisition Corp.'s unaudited condensed financial statements, including a key revision to reclassify warrants as derivative liabilities [Condensed Balance Sheets](index=3&type=section&id=Condensed%20Balance%20Sheets) The balance sheet as of March 31, 2021, reflects a significant increase in total assets to **$277.3 million** due to the IPO, establishing a **$276.0 million** Trust Account and recognizing **$19.5 million** in derivative warrant liabilities Condensed Balance Sheet Comparison (Unaudited) | Account | March 31, 2021 (USD) | December 31, 2020 (USD) | | :--- | :--- | :--- | | **Assets** | | | | Total current assets | $1,212,017 | $161,271 | | Investments held in Trust Account | $276,044,513 | $0 | | **Total Assets** | **$277,256,530** | **$574,310** | | **Liabilities & Equity** | | | | Total current liabilities | $187,068 | $582,131 | | Deferred underwriting commissions | $9,660,000 | $0 | | Derivative warrant liabilities | $19,488,800 | $0 | | **Total Liabilities** | **$29,335,868** | **$582,131** | | Class A ordinary shares subject to possible redemption | $242,920,660 | $0 | | **Total Shareholders' Equity (Deficit)** | **$5,000,002** | **($7,821)** | [Condensed Statement of Operations](index=4&type=section&id=Condensed%20Statement%20of%20Operations) For the three months ended March 31, 2021, the company reported a net income of approximately **$1.53 million**, primarily driven by a **$2.66 million** gain from derivative warrant liabilities Statement of Operations for the Three Months Ended March 31, 2021 (Unaudited) | Item | Amount (USD) | | :--- | :--- | | Total operating expenses | ($320,590) | | Income from investments held in Trust Account | $44,512 | | Change in fair value of derivative warrant liabilities | $2,659,200 | | Transaction costs - derivative warrant liabilities | ($855,043) | | **Net income** | **$1,528,079** | | Basic and diluted net income per share, Class B | $0.22 | [Condensed Statement of Changes in Shareholders' Equity (Deficit)](index=5&type=section&id=Condensed%20Statement%20of%20Changes%20in%20Shareholders'%20Equity%20(Deficit)) Shareholders' equity shifted from a **$7,821** deficit to a **$5.0 million** positive balance, driven by IPO proceeds and net income, offset by offering costs and reclassification - Shareholders' equity (deficit) changed from **($7,821)** on Dec 31, 2020, to **$5,000,002** on March 31, 2021[13](index=13&type=chunk) - The increase was primarily due to proceeds from the IPO (**$261.4M**), offset by offering costs (**$15.0M**) and the reclassification of redeemable shares (**$242.9M**), plus net income (**$1.5M**)[13](index=13&type=chunk) [Condensed Statement of Cash Flows](index=6&type=section&id=Condensed%20Statement%20of%20Cash%20Flows) Net cash provided by financing activities totaled **$277.3 million**, primarily from IPO proceeds, while **$276.0 million** was used in investing activities for the Trust Account Cash Flow Summary for the Three Months Ended March 31, 2021 (Unaudited) | Activity | Net Cash Flow (USD) | | :--- | :--- | | Net cash used in operating activities | ($1,337,022) | | Net cash used in investing activities | ($276,000,000) | | Net cash provided by financing activities | $277,309,266 | | **Net change in cash** | **($27,756)** | | **Cash — end of the period** | **$133,515** | [Notes to Unaudited Condensed Financial Statements](index=7&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) These notes detail the company's formation, IPO, and key accounting policies, notably the reclassification of warrants as derivative liabilities following an SEC Staff Statement - The company is a blank check company formed to effect a business combination within 24 months of its IPO (by January 11, 2023)[17](index=17&type=chunk)[28](index=28&type=chunk) - On January 11, 2021, the company consummated its IPO of **27,600,000** units at **$10.00** per unit, generating gross proceeds of **$276.0 million**; simultaneously, it raised **$7.5 million** from a private placement of warrants to its Sponsor[19](index=19&type=chunk)[20](index=20&type=chunk) - Following an SEC Staff Statement on April 12, 2021, the company reclassified its warrants from equity to derivative liabilities, requiring a restatement of its January 11, 2021 balance sheet, recognizing a **$22.1 million** warrant liability and expensing associated offering costs[105](index=105&type=chunk)[106](index=106&type=chunk)[108](index=108&type=chunk) - On April 9, 2021, the company issued an unsecured convertible promissory note to its CEO, allowing it to borrow up to **$1.5 million** for ongoing expenses; as of April 16, 2021, **$500,000** was borrowed under this note[74](index=74&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=34&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section discusses the company's post-IPO financial condition, reporting a **$1.5 million** net income driven by warrant revaluation and sufficient liquidity for the next year - The company is a blank check company that completed its IPO on January 11, 2021, raising **$276.0 million** in gross proceeds and placing the funds in a trust account[113](index=113&type=chunk)[114](index=114&type=chunk)[116](index=116&type=chunk) - For the three months ended March 31, 2021, the company had a net income of approximately **$1.5 million**, mainly from a **$2.7 million** gain on the change in fair value of derivative liabilities, offset by operating expenses and transaction costs[126](index=126&type=chunk) - As of March 31, 2021, liquidity consisted of approximately **$134,000** in cash and **$1.0 million** in working capital; management believes this is sufficient to meet needs for the next year[121](index=121&type=chunk)[123](index=123&type=chunk) - The company's warrants are classified as derivative liabilities and remeasured to fair value each period, with changes recognized in the statement of operations; this is a critical accounting policy[131](index=131&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=42&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Ivanhoe is not subject to material market or interest rate risk, with Trust Account funds invested in short-term U.S. government securities - The company is a smaller reporting company and is not required to provide the information otherwise required under this item[144](index=144&type=chunk) - Funds in the Trust Account are invested in U.S. government securities with maturities of 185 days or less, which management believes poses no material exposure to interest rate risk[144](index=144&type=chunk) [Controls and Procedures](index=42&type=section&id=Item%204.%20Controls%20and%20Procedures) Management identified a material weakness in internal controls due to incorrect warrant accounting, leading to ineffective disclosure controls, with remediation plans underway - Following an SEC Staff Statement on April 12, 2021, the company determined its warrants should be classified as derivative liabilities, not equity[146](index=146&type=chunk)[148](index=148&type=chunk) - Due to this misclassification, management concluded that disclosure controls and procedures were not effective as of March 31, 2021[150](index=150&type=chunk) - Remediation plans include enhancing access to accounting literature and increasing communication with personnel and third-party professionals on complex accounting applications[151](index=151&type=chunk) [PART II. OTHER INFORMATION](index=45&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=45&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - None[152](index=152&type=chunk) [Risk Factors](index=45&type=section&id=Item%201A.%20Risk%20Factors) A new risk factor highlights the potential for negative interest rates on Trust Account securities, which could reduce the per-share redemption amount below **$10.00** - A new risk factor was added regarding the potential for negative interest rates on U.S. government treasury obligations held in the trust account[154](index=154&type=chunk) - Negative interest rates could reduce the value of assets in the trust, potentially causing the per-share redemption amount for public shareholders to be less than **$10.00**[154](index=154&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=45&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds%20from%20Registered%20Securities) This section details the unregistered sale of **5,013,333** private placement warrants for **$7.5 million** and the deposit of **$276.0 million** from IPO and private placement proceeds into the Trust Account - The company sold **5,013,333** Private Placement Warrants to the Sponsor at **$1.50** per warrant, raising gross proceeds of approximately **$7.5 million**[155](index=155&type=chunk) - **$276,000,000** from the IPO and Private Placement was deposited into the Trust Account[157](index=157&type=chunk) - The company paid approximately **$5.7 million** in upfront underwriting discounts and commissions and deferred an additional **$9.7 million**[158](index=158&type=chunk) [Defaults Upon Senior Securities](index=45&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[159](index=159&type=chunk) [Mine Safety Disclosures](index=47&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[161](index=161&type=chunk) [Other Information](index=47&type=section&id=Item%205.%20Other%20Information) The company reports no other information - None[162](index=162&type=chunk) [Exhibits](index=47&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed, including CEO and CFO certifications and XBRL data files - Exhibits filed include CEO and CFO certifications (31.1, 31.2, 32.1, 32.2) and XBRL interactive data files[163](index=163&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO ________ COMMISSION FILE NUMBER 001-39845 IVANHOE CAPITALACQUISITION CORP. (Exact name of registrant as specified in its charter) (I.R.S. Employer Identificatio ...