United States securities and exchange commission logo





                              October 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.
                                                            Amendment No. 1 to
Registration Statement on Form S-4
                                                            Filed September 22,
2021
                                                            File No. 333-258691

       Dear Mr. Boyd:

             We have reviewed your amended 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.
Unless we note
       otherwise, our references to prior comments are to comments in our
September 8, 2021 letter.

       Amendment No. 1 to Registration Statement on Form S-4 filed September
22, 2021

       Cover Page

   1.                                                   Please disclose
prominently on the cover page that you are not a Chinese operating
                                                        company but a Cayman
Islands company with operations conducted by your subsidiaries
                                                        based in China, and
that this structure involves unique risks to investors. Provide a cross-
                                                        reference to your
detailed discussion of risks facing the company and the offering as a
                                                        result of this
structure.
   2.                                                   Provide prominent
disclosure about the legal and operational risks associated with SES
                                                        and the combined
company being based in or having the majority of the company   s
 Andrew Boyd
FirstName  LastNameAndrew    Boyd
Ivanhoe Capital Acquisition Corp.
Comapany
October    NameIvanhoe Capital Acquisition Corp.
        8, 2021
October
Page 2 8, 2021 Page 2
FirstName LastName
         operations in China. Your disclosure should make clear whether these
risks could result in
         a material change in SES and the combined company's operations and/or
the value of
         common stock or could significantly limit or completely hinder SES and
the combined
         company's ability to offer or continue to offer securities to
investors and cause the value
         of such securities to significantly decline or be worthless. Your
disclosure should address
         how recent statements and regulatory actions by China   s government,
such as those
         related to the use of variable interest entities and data security or
anti-monopoly concerns,
         has or may impact SES and the combined company   s ability to conduct
its business,
         accept foreign investments, or list on an U.S. or other foreign
exchange. Your summary
         should address, but not necessarily be limited to, the risks
highlighted on the prospectus
         cover page.
3.       Clearly disclose how you will refer to SES, its subsidiaries, and
other entities when
         providing the disclosure throughout the document so that it is clear
to investors which
         entity the disclosure is referencing and which subsidiaries or
entities are conducting the
         business operations. Refrain from using terms such as    we    or
our    when describing
         activities or functions of a subsidiary or other entities. Disclose
clearly the entity
         (including the domicile) in which investors are purchasing their
interest.
Summary of the Proxy Statement/Prospectus, page 29

4.       Disclose each permission that SES, its subsidiaries, or its VIEs are
required to obtain from
         Chinese authorities to operate and issue securities to foreign
investors. State whether SES,
         its subsidiaries, or VIEs are covered by permissions requirements from
the CSRC or any
         other entity that is required to approve of the VIEs' operations, and
state affirmatively
         whether SES has received all requisite permissions and whether any
permissions have
         been denied.
5.       Provide a clear description of how cash is transferred through SES.
Disclose SES's
         intentions to distribute earnings or settle amounts owed under your
operating structure.
         Quantify any cash flows and transfers of other assets by type that
have occurred between
         the holding company and its subsidiaries and direction of transfer.
Quantify any dividends
         or distributions that a subsidiary has made to the holding company and
which entity made
         such transfer, and their tax consequences. Similarly quantify
dividends or distributions
         made to U.S. investors, the source, and their tax consequences.
Describe any restrictions
         on foreign exchange and SES's and the combined company's ability to
transfer cash
         between entities, across borders, and to U.S. investors. Describe any
restrictions and
         limitations on SES's and the combined company's ability to distribute
earnings from your
         businesses, including subsidiaries to the parent company and U.S.
investors as well as the
         ability to settle amounts owed under the VIE agreements.
6.       Disclose that trading in your securities may be prohibited under the
Holding Foreign
         Companies Accountable Act if the PCAOB determines that it cannot
inspect or fully
         investigate your auditor, and that as a result an exchange may
determine to delist your
         securities. If the PCAOB has been or is currently unable to inspect
your auditor, revise
 Andrew Boyd
FirstName  LastNameAndrew    Boyd
Ivanhoe Capital Acquisition Corp.
Comapany
October    NameIvanhoe Capital Acquisition Corp.
        8, 2021
October
Page 3 8, 2021 Page 3
FirstName LastName
         your disclosure to so state.
Risks Related to SES's Business, page 48

7.       In your summary of risk factors, disclose the risks that SES's and the
combined company's
         corporate structure and being based in or having the majority of the
combined company   s
         operations in China pose to investors. In particular, describe the
significant regulatory,
         liquidity, and enforcement risks with cross-references to the more
detailed discussion of
         these risks in the prospectus. For example, specifically discuss risks
arising from the legal
         system in China, including risks and uncertainties regarding the
enforcement of laws and
         that rules and regulations in China can change quickly with little
advance notice; and the
         risk that the Chinese government may intervene or influence your
operations at any time,
         or may exert more control over offerings conducted overseas and/or
foreign investment in
         China-based issuers, which could result in a material change in SES's
and the combined
         company's operations and/or the value of your common stock.
Acknowledge any risks
         that any actions by the Chinese government to exert more oversight and
control over
         offerings that are conducted overseas and/or foreign investment in
China-based issuers
         could significantly limit or completely hinder SES's and the combined
company's ability
         to offer or continue to offer securities to investors and cause the
value of such securities to
         significantly decline or be worthless.
Risk Factors, page 57

8.       Given the Chinese government's significant oversight and discretion
over the conduct of
         SES's business, please revise to separately highlight the risk that
the Chinese government
         may intervene or influence SES's operations at any time, which could
result in a material
         change in its operations and/or the value of the combined company's
securities. Also,
         given recent statements by the Chinese government indicating an intent
to exert more
         oversight and control over offerings that are conducted overseas
and/or foreign investment
         in China-based issuers, acknowledge the risk that any such action
could significantly limit
         or completely hinder your ability to offer or continue to offer
securities to investors and
         cause the value of such securities to significantly decline or be
worthless.
9.       In light of recent events indicating greater oversight by the
Cyberspace Administration of
         China over data security, particularly for companies seeking to list
on a foreign exchange,
         please revise your disclosure to explain how this oversight impacts
your business and your
         offering and to what extent you believe that you are compliant with
the regulations or
         policies that have been issued by the CAC to date.
Investors may not have the same benefits as an investor in an underwritten
public offering, page
95

10.      We note your revisions in response to comment 18. Please revise to
state that the sponsor
         may be incentivized to complete an acquisition of a less favorable
target company or on
         terms less favorable to shareholders rather than liquidate.
 Andrew Boyd
Ivanhoe Capital Acquisition Corp.
October 8, 2021
Page 4
Unaudited Pro Forma Condensed Combined Financial Information
Notes to Unaudited Pro Forma Condensed Combined Financial Information
2. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined
Balance
Sheet, page 106

11.   We note your response to prior comment 22 regarding the strategic premium
liability in
      connection with the PIPE Financing. Please respond by providing the
following:
          Explain to us in further detail how you determined the fair value of
the strategic
          premium liability and Class A common stock, including any significant
fair value
          assumptions made and judgements used by management;
          Reconcile and clarify the adjustment amount (G) as it appears that
the $200 million in
          proceeds includes a total of $18.7 million for the strategic premium
liability.
           However, adjustments (G) on page 102 total $232 million while noting
the
          adjustments for the strategic premium liabilities on page 101 are
labeled (F);
          Tell us the authoritative guidance relied upon in determining
liability treatment as
          opposed to equity treatment, and
          Please provide us with the development agreement or refer us to the
development
          agreement already provided.

       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,
FirstName LastNameAndrew Boyd
                                                         Division of
Corporation Finance
Comapany NameIvanhoe Capital Acquisition Corp.
                                                         Office of
Manufacturing
October 8, 2021 Page 4
cc:       Debbie Yee, P.C.
FirstName LastName