- SES to list on the New York Stock Exchange on February 4, 2022 under the ticker symbols “SES” and “SES WS”.
BOSTON, MA and NEW YORK, NY – February 3, 2022 – SES Holdings Pte. Ltd. (SES), a global leader in the development and production of high-performance lithium-metal (Li-Metal) rechargeable batteries for electric vehicles (EVs) and other applications, announced today that it has closed its previously announced business combination with Ivanhoe Capital Acquisition Corp. (“Ivanhoe”).
Upon completion of the transaction, which was approved by Ivanhoe stockholders on February 1, 2022, the combined company was renamed “SES AI Corporation”. The common stock and warrants of SES AI Corporation will commence trading on the New York Stock Exchange on February 4, 2022, under the new ticker symbols, “SES” and “SES WS”, respectively.
“Today marks a significant milestone for us. The capital raised through this transaction will provide SES with the necessary proceeds to continue accelerating its growth and fund key development initiatives. Key partnerships with world-class automakers strengthen the commercialization of SES’ technology and position it to emerge as a leading global Li-Metal battery supplier. We expect to deliver strong value for our internal and external stakeholders over time as we execute on our development and production plans to bring next generation lithium metal battery technology to global EV manufacturers,” said Qichao Hu, SES Founder and Chief Executive Officer.
An upsized $275 million PIPE offering priced at $10.00 per share also closed on February 3, 2022 immediately prior to the closing of the transaction. The PIPE investors include multiple industry leading OEMs and strategic partners as well as from premier financial investors such as: Honda Motor Co. Ltd., 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. SES investors also include SK Inc., Temasek, Tianqi Lithium, and Applied Materials.
Goldman Sachs & Co. LLC served as exclusive financial advisor, Deutsche Bank Securities served as exclusive capital markets advisor and White & Case LLP served as legal advisor to SES. Morgan Stanley & Co. LLC served as sole placement agent on the PIPE offering and as exclusive financial advisor to Ivanhoe. Kirkland & Ellis LLP served as legal advisor to Ivanhoe. ICR, LLC served as communications advisor to SES.
About SES
SES is a global leader in development and 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 Boston and has operations in Singapore, Shanghai, and Seoul. To learn more about SES, please visit: investors.ses.ai
About Ivanhoe Capital Acquisition Corp.
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. To learn more about Ivanhoe, please visit: ivanhoecapitalacquisition.com
Forward-looking statements
This press release may contain certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended, including statements regarding Ivanhoe’s, SES’s or their respective management teams’ expectations, hopes, beliefs, intentions or strategies regarding the future. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “could,” “plan,” “project,” “forecast,” “predict,” “possible,” “potential,” “seem,” “seek,” “future,” “outlook,” “target” and other similar expressions that predict or indicate future events or trends that are not statements of historical matters may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are based on Ivanhoe’s and SES’s current expectations and beliefs concerning future developments and involve a number of risks, uncertainties (some of which are beyond Ivanhoe’s or SES’s control) or other assumptions. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) changes in domestic and foreign business, market, financial, political and legal conditions; (ii) 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 and (iii) the failure to satisfy the conditions to the PIPE financing or the occurrence of any event, change or other circumstance that could give rise to the termination of the subscription agreements governing the PIPE financing. 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 press release relates to the proposed business combination between Ivanhoe and SES. This press release 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 General Meeting of Ivanhoe's shareholders (the “Definitive Proxy Statement”). The Definitive Proxy Statement has been 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, 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 are 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.gov. 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.
Contact Information
Media: Irene Lam ilam@ses.ai
Investors: ir@ses.ai
SOURCE: SES AI Corporation