United States securities and exchange commission logo
September 8, 2021
Andrew Boyd
Chief Investment Officer
Ivanhoe Capital Acquisition Corp.
1177 Avenue of Americas
5th Floor
New York, NY 10026
Re: Ivanhoe Capital
Acquisition Corp.
Registration
Statement on Form S-4
Filed August 10,
2021
File No. 333-258691
Dear Mr. Boyd:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 filed August 10, 2021
Questions and Answers About the Proposals for Shareholders, page 7
1. Please add a question
and answer that discusses the interests and conflicts of interests that
the sponsor and the
officers and directors have in the business combination.
2. Please clarify if the
sponsor and its affiliates can earn a positive rate of return on their
investment, even if
other shareholders experience a negative rate of return in the post
business combination
company.
3. Please add a question
and answer that discusses the factors considered in connection with
the business
combination.
Andrew Boyd
FirstName LastNameAndrew Boyd
Ivanhoe Capital Acquisition Corp.
Comapany 8,
September NameIvanhoe
2021 Capital Acquisition Corp.
September
Page 2 8, 2021 Page 2
FirstName LastName
Q: What equity stake will current Parent shareholders..., page 10
4. Revise your disclosure to show the potential impact of redemptions on
the per share value
of the shares owned by non-redeeming shareholders by including a
sensitivity analysis
showing a range of redemption scenarios, including minimum, maximum
and interim
redemption levels.
Q. What are the U.S. federal income tax consequences of the Domestication?,
page 13
5. Please revise your response to begin with a definitive statement as to
whether investors
are likely to experience a taxable event as a result of the
domestication.
Q. Do I have redemption rights?, page 14
6. We note that the Sponsor agreed to waive its redemption rights. Please
describe any
consideration provided in exchange for this agreement.
Q. How do I exercise my redemption rights?, page 14
7. Please clarify whether public shareholders that redeem their shares
will retain any
warrants. If so, quantify the value of warrants, based on recent
trading prices, that may be
retained by redeeming stockholders assuming maximum redemptions and
identify any
material resulting risks. Also, revise your disclosure to show the
potential impact of
redemptions on the per share value of the shares owned by
non-redeeming shareholders by
including a sensitivity analysis showing a range of redemption
scenarios, including
minimum, maximum and interim redemption levels.
Information About the Parties to the Business Combination, page 24
8. Please balance your disclosure regarding SES Holdings Pte. Ltd. to
state that SES has not
produced Li-Metal batteries for sale, has a history of no revenues and
of net losses, and
expects to continue to incur losses until at least 2026.
Related Agreements
PIPE Financing, page 32
9. We note that if reasonably requested by SES, Parent will cooperate
with SES to permit
additional PIPE financing of up to $75 million. Please revise to
clarify whether the
additional PIPE financing will also be at a price of $10 per share. In
addition please
explain whether the additional PIPE financing will be substantially
concurrent with the
closing of the business combination. Please disclose the additional
PIPE financing where
you discuss the terms of the PIPE with respect to conflicts of
interest, dilution, voting
power and ownership levels.
Andrew Boyd
FirstName LastNameAndrew Boyd
Ivanhoe Capital Acquisition Corp.
Comapany 8,
September NameIvanhoe
2021 Capital Acquisition Corp.
September
Page 3 8, 2021 Page 3
FirstName LastName
Director Nomination Agreement and Board Observation Agreement, page 34
10. Please file the director nomination agreement with GM Ventures and the
board
observation agreement with Hyundai as exhibits to the proxy
statement/prospectus.
Interests of Parent Directors and Executive Officers in the Business
Combination, page 38
11. Please revise your disclosure here, and where necessary, to quantify
the number of
securities held and the aggregate dollar amount as of the most recent
practicable date.
Include the current value of securities held, loans extended, fees
due, and out-of-pocket
expenses for which the sponsor and its affiliates are awaiting
reimbursement. Provide
similar disclosure for the company's officers and directors, if
material.
12. Please highlight material differences in the terms and price of
securities issued at the time
of the IPO as compared to private placements contemplated at the time
of the business
combination. Disclose if the SPAC s sponsors, directors, officers or
their affiliates will
participate in the private placement.
13. Please clarify if the sponsor and its affiliates can earn a positive
rate of return on their
investment, even if other SPAC shareholders experience a negative rate
of return in the
post-business combination company.
Comparative Per-Share Data, page 49
14. Please tell us and expand your disclosures to highlight the numerators
and denominators
used to determine your calculations of historical book value per share
for Parent and
combined pro forma book value per share assuming no redemptions and
maximum
redemptions.
Market and Industry Data, page 51
15. Please tell us whether you commissioned any of the third-party data
presented and, if so,
please file the consent as an exhibit.
16. We note the disclosure that SES has not had the information verified
by any independent
sources. Please note that you are responsible for the entire contents
of the registration
statement. As this statement may imply an inappropriate disclaimer of
responsibility with
respect to third-party information, please delete the statement or
revise to specifically state
that you are liable for such information.
Risk Factors, page 52
17. Disclose the material risks to unaffiliated investors presented by
taking the company
public through a merger rather than an underwritten offering. These
risks could include
the absence of due diligence conducted by an underwriter that would be
subject to liability
for any material misstatements or omissions in a registration
statement.
Andrew Boyd
FirstName LastNameAndrew Boyd
Ivanhoe Capital Acquisition Corp.
Comapany 8,
September NameIvanhoe
2021 Capital Acquisition Corp.
September
Page 4 8, 2021 Page 4
FirstName LastName
18. Please highlight the risk that the sponsor will benefit from the
completion of a business
combination and may be incentivized to complete an acquisition of a
less favorable target
company or on terms less favorable to shareholders rather than
liquidate.
19. Please highlight the material risks to public warrant holders,
including those arising from
differences between private and public warrants. Clarify whether
recent common stock
trading prices exceed the threshold that would allow the company to
redeem public
warrants. Clearly explain the steps, if any, the company will take to
notify all
shareholders, including beneficial owners, regarding when the warrants
become eligible
for redemption.
Our ability to manufacture our Li-Metal batteries at scale..., page 55
20. Please revise your disclose to state the location of the Pilot
Facility.
New SES's certificate of incorporation will provide..., page 75
21. We note that New SES's certificate of incorporation will include an
exclusive forum
provision and that the form certificate has been filed as Annex C to
the proxy
statement/prospectus. Please revise your discussion in risk factors to
include paragraphs 2
and 3 of Article XII.
Unaudited Pro Forma Condensed Combined Financial Information
Notes to Unaudited Pro Forma Condensed Combined Financial Information
3. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined
Balance
Sheet, page 104
22. We note your adjustment (F) reflecting the $200 million in proceeds
from the issuance
and sale of 20.0 million shares of Parent Class A common stock in
connection with the
PIPE Financing. You indicate in your footnote that in relation to a
PIPE Financing by a
strategic investor, New SES will provide certain benefits to such
strategic investor
pursuant to a development agreement between the strategic investor and
SES which is
over and above the value that would be expected to be realized from
the equity investment
itself, resulting in the recognition of a strategic premium liability.
Please explain to us in
greater detail the nature of the arrangement, the related benefits to
be provided to the
investor and how you determined the amount to be allocated to the
strategic premium.
Additionally, tell us why you believe it is appropriate to record the
amortization of the
premium as an offset to research and development expense and revise
your footnote to
disclose the period over which the benefits are to be provided to the
investor.
Certain Company Projected Financial and Other Information , page 141
23. We note your attempt to limit reliance on the financial projections on
page 142. Please
explain the basis for your ability to disclaim responsibility for the
information that you
Andrew Boyd
Ivanhoe Capital Acquisition Corp.
September 8, 2021
Page 5
disclose and in doing so, please explain what you mean by the phrase
"except to the extent
required by applicable federal securities laws."
24. We note that the projections forecast through year 2028. Please
provide an explanation for
the basis of the projections beyond year three (i.e. year 2024).
Disclose whether the
projections are in line with historic operating trends. Address why
the change in trends is
appropriate or assumptions are reasonable. While you have a history of
operating losses,
the forecasts project increasing total gross profit, including $2,243
million in 2028.
Clearly describe the basis for projecting this growth and the factors
or contingencies that
would affect such growth ultimately materializing.
25. Please list all of the key assumptions that impacted the forecast and
quantify all of the
assumptions provided.
Certain Company Projected Financial and Other Information
Projected Financial Information , page 141
26. Please revise your table table on page 141 to include net income
(loss) and/or earnings
(loss) per share. It is generally not appropriate to present sales or
revenue projections
without a measure of income. We refer you to the guidance outlined in
Item 10(b)(2) of
Regulation S-K.
U.S. Federal Income Tax Considerations, page 185
27. It appears that counsel's discussion will not cover the tax
consequences mentioned in (ii)
of the first paragraph. If so, please explain why the discussion will
not include the tax
consequences related to the redemption of shares. Given the uncertain
and complex tax
consequences of the redemption that you disclose, it appears the
discussion should also
cover those matters.
28. We note that the domestication is intended to qualify as a
reorganization within the
meaning of Section 368 of the Code. Please revise to make clear that
your conclusion as to
tax treatment under Section 368 of the Code is based upon your opinion
of tax counsel
and file the opinion as Exhibit 8.1 to the proxy statement/prospectus.
Beneficial Ownership of Securities, page 266
FirstName LastNameAndrew Boyd
29. Please ensure that the table on page 267 clearly shows share ownership
percentage as well
Comapany NameIvanhoe
as voting control, toCapital Acquisition
the extent Corp.are different, given the
dual class stock
the amounts
structure
September thatPage
8, 2021 will 5be in place following the domestication.
FirstName LastName
Andrew Boyd
FirstName LastNameAndrew Boyd
Ivanhoe Capital Acquisition Corp.
Comapany 8,
September NameIvanhoe
2021 Capital Acquisition Corp.
September
Page 6 8, 2021 Page 6
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Melissa Gilmore at 202-551-3777 or Jean Yu at
202-551-3305 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Thomas Jones at 202-551-3602 or Erin Purnell at 202-551-3454 with any
other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing