0000899243-22-006005.txt : 20220211 0000899243-22-006005.hdr.sgml : 20220211 20220211212132 ACCESSION NUMBER: 0000899243-22-006005 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220203 FILED AS OF DATE: 20220211 DATE AS OF CHANGE: 20220211 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hu Qichao CENTRAL INDEX KEY: 0001907013 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39845 FILM NUMBER: 22624232 MAIL ADDRESS: STREET 1: 1, ROBINSON ROAD STREET 2: #18-00 AIA TOWER CITY: SINGAPORE STATE: U0 ZIP: 048542 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SES AI Corp CENTRAL INDEX KEY: 0001819142 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 35 CABOT RD. CITY: WOBURN STATE: MA ZIP: 01801 BUSINESS PHONE: (339) 298-8750 MAIL ADDRESS: STREET 1: 35 CABOT RD. CITY: WOBURN STATE: MA ZIP: 01801 FORMER COMPANY: FORMER CONFORMED NAME: Ivanhoe Capital Acquisition Corp. DATE OF NAME CHANGE: 20200723 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2022-02-03 0 0001819142 SES AI Corp SES 0001907013 Hu Qichao C/O SES AI CORPORATION 35 CABOT ROAD WOBURN MA 01801 1 1 1 0 CEO & Chairman Stock Option 0.14 2020-03-31 Class A Common Stock 91554 D Class B Common Stock Class A Common Stock 27917023 D Class B Common Stock Class A Common Stock 11964432 I See footnote Earnout Shares Class A Common Stock 9182 D Earnout Shares Class B Common Stock 2799859 D Earnout Shares Class B Common Stock 1199937 I See footnote Reflects fully vested options granted on April 1, 2020, subject to the Reporting Person's continued service on the vesting date. Each share of Class B common stock, par value $0.0001 per share, of the Issuer ("Class B Common Stock"), is convertible on a one-for-one basis into a share of Class A common stock, par value $0.0001 per share, of the Issuer ("Class A Common Stock"), at the holder's option or otherwise automatically upon the occurrence of certain events. For more information on such events, see the Issuer's current report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on February 8, 2022. Includes (1) 3,988,144 shares of Class B Common Stock held by First State Trust Company, as Trustee of the Qichao Hu 2021 Irrevocable Trust, (2) 3,988,144 shares of Class B Common Stock held by First State Trust Company, As Trustee of the Qichao Hu Family Delaware Trust and (3) 3,988,144 shares of Class B Common Stock held by Qichao Hu, as the Trustee of the Qichao Hu 2021 Annuity Trust March 31, 2021. These shares may be deemed to be indirectly beneficially owned by the Reporting Person. Reflects the right to receive earn-out shares of Class A Common Stock (the "Earn-Out Restricted Shares") pursuant to the Business Combination Agreement (as defined in footnote 7). The Earn-Out Restricted Shares were placed into escrow at the Closing (as defined in footnote 7) and shall vest on the date that the closing price of the shares of the Class A common stock equals or exceeds $18.00 during the period beginning on the date that is one year following the Closing and ending on the date that is five years following the Closing. The vesting of the Earn-Out Restricted Shares is also subject to the Reporting Person's continued service on the vesting date. Reflects the right to receive earn-out shares of Class B Common Stock ("Founder Earn-Out Shares") pursuant to the Business Combination Agreement (as defined in footnote 7). The Founder Earn-Out Shares were placed into escrow at the Closing (as defined in footnote 7) and shall vest on the date that the closing price of the shares of the Class A common stock equals or exceeds $18.00 during the period beginning on the date that is one year following the Closing and ending on the date that is five years following the Closing. Includes the right to receive (1) 399,979 Founder Earn-Out Shares by First State Trust Company, as Trustee of the Qichao Hu 2021 Irrevocable Trust, (2) 399,979 Founder Earn-Out Shares by First State Trust Company, As Trustee of the Qichao Hu Family Delaware Trust and (3) 399,979 Founder Earn-Out Shares by Qichao Hu, as the Trustee of the Qichao Hu 2021 Annuity Trust March 31, 2021. These shares may be deemed to be indirectly beneficially owned by the Reporting Person. Reflects securities outstanding following and as a result of the closing ("Closing") of the Business Combination Agreement, dated July 12, 2021 and as amended on September 20, 2021 (the "Business Combination Agreement"), by and among Ivanhoe Capital Acquisition Corp. (the "Issuer"), Wormhole Merger Sub Pte. Ltd. and SES Holdings Pte. Ltd. ("Old SES"). As of Closing, which occurred on February 3, 2022, the Issuer domesticated as a Delaware corporation and changed its name to "SES AI Corporation," and Old SES became a wholly-owned subsidiary of the Issuer. The Reporting Person was founder, chief executive officer and director of Old SES and is continuing in such roles at the Issuer following Closing, and, as such, the Reporting Person's equity securities in Old SES were converted at Closing into equity securities of the Issuer. For more information, see the Issuer's current report on Form 8-K filed with the SEC on February 8, 2022. See Exhibit 24.1 - Power of Attorney /s/ Joanne Ban, Attorney-in-Fact 2022-02-11 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT

                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint Joanne Ban and Jing Nealis as the undersigned's true and
lawful attorneys-in-fact to, as applicable:

    (1) execute for and on behalf of the undersigned, in the undersigned's
        capacity as an officer, director and/or ten-percent owner of SES AI
        Corporation (the "Company"), and submit to the U.S. Securities and
        Exchange Commission ("SEC") a Form ID, including amendments thereto,
        and any other documents necessary or appropriate to obtain codes and
        passwords enabling the undersigned to make electronic filings with the
        SEC of reports required by Section 16(a) of the Securities Exchange Act
        of 1934 (the "Exchange Act") and the rules thereunder and any
        amendments to the foregoing;

    (2) execute for and on behalf of the undersigned, in the undersigned's
        capacity as an officer, director and/or ten-percent owner of the
        Company, Forms 3, 4 and 5 in accordance with Section 16(a) of the
        Exchange Act and the rules thereunder and any amendments to the
        foregoing;

    (3) do and perform any and all acts for and on behalf of the undersigned
        which may be necessary or desirable to complete and execute any such
        Forms 3, 4 or 5, complete and execute any amendment or amendments
        thereto, and timely file such form with the SEC and any stock exchange
        or similar authority; and

    (4) take any other action of any type whatsoever in connection with the
        foregoing which, in the opinion of such attorney-in-fact, may be of
        benefit to, in the best interest of, or legally required by, the
        undersigned, it being understood that the documents executed by such
        attorney-in-fact on behalf of the undersigned pursuant to this Power of
        Attorney shall be in such form and shall contain such terms and
        conditions as such attorney-in-fact may approve to such attorney-in-
        fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might
or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
such attorney-in-fact's substitute or substitutes, shall lawfully do or cause
to be done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5, as applicable, with
respect to the undersigned's holdings of and transactions in securities issued
by the Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the 19th day of January, 2022.

                                   By: /s/ Qichao Hu
                                       -------------------------------
                                       Dr. Qichao Hu