UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
EXPLANATORY NOTE
On February 8, 2022, SES AI Corporation, a Delaware corporation (the “Company”) (f/k/a Ivanhoe Capital Acquisition Corp. (“Ivanhoe”)), filed a Current Report on Form 8-K (the “Original Report”) to report the closing of the business combination (the “Business Combination”) with SES Holdings Pte. Ltd., a Singapore private company limited by shares (“Old SES”), pursuant to that certain Business Combination Agreement by and among Ivanhoe, Wormhole Amalgamation Sub Pte. Ltd., a Singapore private company limited by shares, and Old SES (as amended, the “Business Combination Agreement”), and other related matters under Items 1.01, 2.01, 3.02, 3.03, 5.01, 5.02, 5.03, 5.05, 5.06, 8.01 and 9.01 of Form 8-K.
This Amendment No. 1 to the Original Report (this “Amendment No. 1”) is being filed to (i) amend certain disclosures under Item 2.01 of the Original Report to provide an update of developments at the Company or its subsidiaries, subsequent to the filing date of the Original Report, (ii) amend the financial statements provided under Items 2.01 under the section titled “Financial Information” and 9.01(a) in the Original Report to include the audited consolidated financial statements of Old SES as of and for the years ended December 31, 2021 and 2020, (iii) include the Management’s Discussion and Analysis of Financial Condition and Results of Operations of Old SES for the fiscal year ended December 31, 2021, (iv) amend the pro forma financial information provided under Item 9.01(b) in the Original Report to include the unaudited pro forma combined financial information for the Company as of December 31, 2021 and (v) amend Item 9.01(d) to add certain exhibits as noted below.
This Amendment No. 1 does not amend any other item of the Original Report or purport to provide an update or a discussion of any developments at the Company or its subsidiaries subsequent to the filing date of the Original Report. The information previously reported in or filed with the Original Report is hereby incorporated by reference to this Form 8-K/A.
Item 2.01 Completion of Acquisition or Disposition of Assets.
Business
The information set forth in “Item 1. Business” of the Company’s Annual Report on Form 10-K filed on March 31, 2022 (the “Form 10-K”) is incorporated herein by reference.
Risk Factors
The information set forth in Item “1A. Risk Factors” of the Form 10-K is incorporated herein by reference.
Properties
The information set forth in “Item 2. Properties” of the Form 10-K is incorporated herein by reference.
Financial Information
Reference is made to the disclosure set forth in Item 9.01 of this Amendment No. 1 titled “Financial Statements” and is incorporated herein by reference.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Reference is made to the disclosures set forth in (i) Item 9.01 of this Amendment No. 1 titled “Financial Statements” and (ii) Exhibit 99.2 to this Amendment No. 1, which are incorporated herein by reference.
Quantitative and Qualitative Disclosures about Market Risk
The information set forth in Item 3 of the Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations set forth in Exhibit 99.2 to this Amendment No. 1 in the section titled “Quantitative and Qualitative Disclosures About Market Risk” is incorporated herein by reference.
Security Ownership of Certain Beneficial Owners and Management
The information set forth in “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of the Form 10-K is incorporated herein by reference.
Directors and Executive Officers
The information set forth in “Item 10. Directors, Executive Officers and Corporate Governance” of the Form 10-K is incorporated herein by reference.
Committees of Board of Directors
The information set forth in “Item 10. Directors, Executive Officers and Corporate Governance” of the Form 10-K is incorporated herein by reference.
Executive and Director Compensation
The information set forth in “Item 11. Executive Compensation” of the Form 10-K is incorporated herein by reference.
Certain Relationships and Related Person Transactions, and Director Independence
The information set forth in “Item 13. Certain Relationships and Related Transactions, and Director Independence” of the Form 10-K is incorporated herein by reference.
Legal Proceedings
The information set forth in “Item 3. Legal Proceedings” of the Form 10-K is incorporated herein by reference.
Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters
The information set forth in “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” of the Form 10-K is incorporated herein by reference.
Recent Sales of Unregistered Securities
The information set forth in “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities “of the Form 10-K is incorporated herein by reference
Description of Registrant’s Securities to be Registered
The information set forth in Exhibit 4.2 (Description of Securities) to the Form 10-K is incorporated herein by reference.
Indemnification of Directors and Officers
The information set forth in “Item 10. Directors, Executive Officers and Corporate Governance” of the Form 10-K is incorporated herein by reference.
Financial Statements and Supplementary Data
Reference is made to the disclosure set forth under Item 9.01 of this Amendment No. 1, relating to the financial information of the Company, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements.
The audited consolidated financial statements of Old SES as of and for the years ended December 31, 2021 and 2020 and the related notes thereto are attached as Exhibit 99.1 and are incorporated herein by reference. Also included as Exhibit 99.2 and incorporated herein by reference is the Management’s Discussion and Analysis of Financial Condition and Results of Operations of Old SES for the year ended December 31, 2021.
(b) Pro Forma Financial Information.
Certain unaudited pro forma condensed combined financial information for the Company as of and for the year ended December 31, 2021 is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
(d) Exhibits.
| * | Filed herewith. |
| # | Management contract or compensatory plan or arrangement. |
| † | Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). |
The Company agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SES AI CORPORATION | ||||||
| By: | /s/ Jing Nealis | |||||
| Name: | Jing Nealis | |||||
| Title: | Chief Financial Officer | |||||
| Date: March 31, 2022 | ||||||