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 ...

[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Condensed Consolidated Financial Statements](index=3&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements) The unaudited condensed consolidated financial statements for September 30, 2021, reflect the company's post-IPO status as a blank check company, showing increased assets from the Trust Account, a significant shareholders' deficit, and income/loss primarily from non-operating items, alongside a reclassification of redeemable shares [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of September 30, 2021, the balance sheet shows total assets of **$277.1 million**, primarily from Trust Account investments, with **$36.2 million** in liabilities and a **$35.2 million** shareholders' deficit due to redeemable shares | Financial Metric | September 30, 2021 (Unaudited, USD) | December 31, 2020 (USD) | | :--- | :--- | :--- | | **Assets** | | | | Cash | $254,887 | $161,271 | | Investments held in Trust Account | $276,052,152 | $— | | **Total Assets** | **$277,068,443** | **$574,310** | | **Liabilities & Equity** | | | | Derivative warrant liabilities | $20,759,730 | $— | | **Total Liabilities** | **$36,219,052** | **$582,131** | | Class A ordinary shares subject to possible redemption | $276,000,000 | $— | | **Total shareholders' deficit** | **$(35,150,609)** | **$(7,821)** | [Unaudited Condensed Consolidated Statements of Operations](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) For the three months ended September 30, 2021, the company reported a net income of **$3.4 million**, primarily from changes in derivative warrant liabilities, while the nine-month period showed a **$5.5 million** net loss with no operating revenue | Period | General and administrative expenses (USD) | Change in fair value of derivative warrant liabilities (USD) | Net income (loss) (USD) | | :--- | :--- | :--- | :--- | | **Three Months Ended Sep 30, 2021** | $2,498,694 | $5,856,830 | $3,374,118 | | **Nine Months Ended Sep 30, 2021** | $6,009,125 | $1,388,270 | $(5,543,192) | [Unaudited Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the nine months ended September 30, 2021, cash flows were dominated by IPO-related financing activities generating **$278.3 million**, investing **$276.0 million** into the Trust Account, and using **$2.2 million** in operating activities | Cash Flow Activity (Nine months ended Sep 30, 2021) | Amount (USD) | | :--- | :--- | | Net cash used in operating activities | $(2,160,344) | | Net cash used in investing activities | $(276,000,000) | | Net cash provided by financing activities | $278,253,960 | [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 operations as a blank check company, the proposed business combination with SES, a significant accounting revision for redeemable shares, related party transactions, and warrant classification as derivative liabilities - The company is a blank check company that consummated its Initial Public Offering of **27,600,000 units** on January 11, 2021, raising gross proceeds of **$276.0 million**[13](index=13&type=chunk)[16](index=16&type=chunk) - On July 12, 2021, the company entered into a Business Combination Agreement with SES Holdings Pte. Ltd. (SES), a Singapore-based company[26](index=26&type=chunk) - The company revised its financial statements to classify all Class A ordinary shares subject to possible redemption as temporary equity, in accordance with ASC 480. This change affects balance sheet presentation but does not impact total assets, liabilities, or net income[45](index=45&type=chunk) - The company has a convertible promissory note with its CEO, allowing for borrowing up to **$1.5 million**. As of September 30, 2021, **$945,000** was drawn on this note[82](index=82&type=chunk) - Deferred underwriting commissions of approximately **$9.7 million** are payable from the Trust Account only upon the completion of a Business Combination[87](index=87&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=36&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's status as a blank check company, its January 2021 IPO, the definitive business combination agreement with SES, liquidity management, and operating results showing no revenue, with net income/loss influenced by non-cash changes in derivative warrant liabilities - The company is a blank check company formed to effect a business combination and consummated its IPO of **$276.0 million** in gross proceeds on January 11, 2021[116](index=116&type=chunk)[117](index=117&type=chunk) - A definitive Business Combination Agreement was entered into with SES Holdings Pte. Ltd. on July 12, 2021[123](index=123&type=chunk) - As of September 30, 2021, the company had approximately **$255,000** in its operating bank account and working capital of approximately **$765,000**. Liquidity needs are satisfied by funds outside the Trust Account and a convertible note from the CEO[124](index=124&type=chunk)[125](index=125&type=chunk) | Period | Net Income / (Loss) (USD) | Key Drivers | | :--- | :--- | :--- | | **Q3 2021** | ~**$3.4 million** | Net gain from change in fair value of derivative liabilities (~$5.9 million) offset by G&A expenses (~$2.5 million) | | **Nine Months 2021** | ~**($5.5 million)** | G&A expenses (~$5.9 million), offering costs (~$0.9 million), partially offset by gain from change in fair value of derivative liabilities (~$1.4 million) | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=43&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is not required to provide disclosures about market risk - As a smaller reporting company as defined by Rule 12b-2 of the Exchange Act, the company is not required to provide the information otherwise required under this item[147](index=147&type=chunk) [Item 4. Controls and Procedures](index=43&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of September 30, 2021, with a previously identified material weakness in internal control over financial reporting successfully remediated - Management evaluated disclosure controls and procedures and concluded they were effective as of September 30, 2021[148](index=148&type=chunk) - A material weakness previously identified in Q2 2021 was remediated as of September 30, 2021, by enhancing processes related to the application of complex accounting standards[150](index=150&type=chunk)[151](index=151&type=chunk) [PART II. OTHER INFORMATION](index=43&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=43&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - None[152](index=152&type=chunk) [Item 1A. Risk Factors](index=44&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Form 10-K filed on March 31, 2021 - There have been no material changes to the risk factors disclosed in the company's Form 10-K filed on March 31, 2021[153](index=153&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities](index=44&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds%20from%20Registered%20Securities) This section details the private placement of warrants generating **$7.5 million**, the placement of **$276 million** from IPO and private placement into the Trust Account, and underwriting commissions paid and deferred - The company sold **5,013,333 Private Placement Warrants** to its Sponsor at **$1.50 per warrant**, raising gross proceeds of approximately **$7.5 million**[154](index=154&type=chunk) - Of the gross proceeds from the IPO and private placement, **$276,000,000** was placed in the Trust Account[156](index=156&type=chunk) - The company paid approximately **$5.7 million** in underwriting discounts and commissions and deferred an additional **$9.7 million**[157](index=157&type=chunk) [Item 3. Defaults Upon Senior Securities](index=44&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[158](index=158&type=chunk) [Item 4. Mine Safety Disclosures](index=44&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[159](index=159&type=chunk) [Item 5. Other Information](index=44&type=section&id=Item%205.%20Other%20Information) The company reports no other information - None[160](index=160&type=chunk) [Item 6. Exhibits](index=45&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including the Business Combination Agreement with SES and various officer certifications - A list of exhibits filed with the report is provided, including the Business Combination Agreement and related documents[162](index=162&type=chunk)

[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 ...