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As filed with the U.S. Securities and Exchange Commission on December 21, 2021

No. 333-258691

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
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Amendment No. 4

to

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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IVANHOE CAPITAL ACQUISITION CORP.*
(Exact name of registrant as specified in its charter)

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1177 Avenue of Americas

5^th Floor

New York, NY 10026

Telephone: (646) 458-7037

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Edward Truitt

Maples Fiduciary Services (Delaware) Inc.

4001 Kennett Pike, Suite 302

Wilmington, Delaware 19807

(302) 731-1612

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(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

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Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and after all conditions under the Business Combination Agreement to consummate the proposed mergers are satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to registered additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

*       Immediately prior to the consummation of the Business Combination (as defined in the accompanying proxy statement/prospectus), Parent, intends to effect the transfer by way of continuation and deregistration under Part XII of the Cayman Islands Companies Act (As Revised) and a domestication under section 338 of the Delaware General Corporation Law, pursuant to which Parent’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the

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“Domestication”). All securities being registered will be issued by the continuing entity following the Domestication, which continuing entity will be renamed “SES AI Corporation” in connection with the Domestication. As used herein, “New SES” refers to Parent after giving effect to the Domestication.

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

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In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the Effective Time, each ordinary share and each preference share of SES issued and outstanding immediately prior to the Effective Time (collectively, the “SES Shares”) (other than SES Shares held in SES’s treasury (collectively, the “Excluded Shares”), the SES Restricted Shares (as defined below) and the SES Shares held by Dr. Qichao Hu and certain entities affiliated with Dr. Hu (collectively, the “SES Founder Group”)) will be cancelled and automatically represent the right to receive a number of fully paid and nonassessable shares of New SES Class A common stock equal to the Exchange Ratio (as defined below), plus cash in lieu of fractional shares. Additionally, each SES Share held by the SES Founder Group issued and outstanding immediately prior to the Effective Time will be cancelled and automatically represent the right to receive a number of fully paid and nonassessable shares of New SES Class B common stock equal to the Exchange Ratio, plus cash in lieu of fractional shares. The shares of New SES Class B common stock will have the same economic rights as the shares of New SES Class A common stock, but following the Effective Time, each share of New SES Class B common stock will be entitled to 10 votes, and each share of New SES Class A common stock will be entitled to 1 vote, in each case, on each matter submitted for a vote of the New SES stockholders. The New SES Class B common stock will automatically convert into New SES Class A common stock upon the occurrence of certain events, including if the SES Founder Group, and other Qualified Holders (as defined in the Proposed Charter) of New SES Class B common stock collectively cease to beneficially own at least twenty percent (20%) of the number of shares of New SES Class B common stock (as such number of shares is equitably adjusted in respect of any reclassification, stock dividend, subdivision, combination or recapitalization of the New SES Class B common stock) collectively held by the SES Founder Group and Qualified Holders of New SES Class B common stock as of the Effective Time. For purposes of the Business Combination Agreement, “Exchange Ratio” means the quotient obtained by dividing 281,000,000 by (a) the aggregate number of SES Shares that are issued and outstanding immediately prior to the Effective Time and that are issuable upon the exercise of all vested SES Options (as defined below) and SES Restricted Shares issued and outstanding as of immediately prior to the Effective Time minus (b) the Excluded Shares.

In addition to the consideration described above, the SES shareholders, optionholders and holders of restricted shares will be entitled to receive 30,000,000 shares of New SES common stock (valued at $10.00 per-share), including 23,694,652 shares of New SES Class A common stock reserved for issuance to investors, 2,304,966 New SES Class A common stock reserved for issuance to SES option holders and pre-Closing recipients of SES restricted share awards and 4,000,382 shares of New SES Class B common stock reserved for issuance to the SES Founder Group (the “Earn-Out Shares”). The closing price of shares of New SES Class A common stock of New SES is equal to or greater than $18.00 during the period beginning on the date that is one year following the closing of the Business Combination (the “Closing”) and ending on the date that is five years following the Closing. SES optionholders and holders of restricted shares will receive their Earn-Out Shares in the form of restricted shares of New SES at Closing, which will be subject to vesting based on the same terms as the Earn-Out Shares and will also be subject to forfeiture if such recipient’s service with New SES terminates prior to the vesting.

In connection with the Amalgamation, each SES share that is subject to any vesting, forfeiture, repurchase or other lapse restriction according to the 2021 SES Share Incentive Plan or otherwise (the “SES Restricted Shares”) that is issued, outstanding and subject to restrictions (including vesting) immediately prior to the Effective Time will be assumed by New SES and converted into a number of shares of restricted New SES Class A common stock equal to the product (rounded to the nearest whole number of shares) of (A) the total number of SES ordinary shares subject to such SES Restricted Share immediately prior to the Effective Time multiplied by (B) the Exchange Ratio. The terms of the SES Restricted Shares will otherwise remain unchanged (including with respect to applicable vesting, expiration and forfeiture conditions), subject to the terms of the Business Combination Agreement. In addition, each SES option (the “SES Options”) that is outstanding and unexercised immediately prior to the Effective Time (whether vested or unvested) will be assumed by New SES and converted into an option to acquire New SES Class A common stock at an adjusted exercise price per-share, with the number of shares of New SES Class A common stock subject to each option determined by multiplying the number of SES Shares subject to the corresponding SES Option by the Exchange Ratio and rounding the resulting number down to the nearest whole number of shares of New SES Class A common stock. The per-share exercise price for the shares of New SES Class A common stock issuable upon the exercise of New SES options will be determined by dividing the per-share exercise price for the SES Shares subject to the SES Option, as in effect immediately prior to the Effective Time, by the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent.

Concurrently with the execution of the Business Combination Agreement, Parent entered into subscription agreements with certain institutional and accredited investors (the “Original PIPE Investors”), pursuant to which the Original PIPE Investors have agreed to purchase, immediately prior to the Closing, an aggregate of 20,000,000 shares of New SES Class A common stock at a purchase price of $10.00 per-share, for aggregate gross proceeds of $200.00 million. On October 22, Parent entered into a subscription agreement with an additional accredited investor (the ‘‘Additional PIPE Investor,’’ and, together with the Original PIPE Investors, the ‘‘PIPE Investors’’), pursuant to which the Additional PIPE Investor has agreed to purchase an aggregate of 7,500,000 shares of New SES Class A common stock at a price of $10.00 per share, for aggregate proceeds of $75.0 million.

The total number of shares of New SES Class A common stock expected to be outstanding immediately following the Closing is approximately 326,650,598 assuming no redemptions. The total number of shares of New SES Class B common stock expected to be

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outstanding immediately following the Closing is approximately 43,921,639. Holders of SES Shares will hold, in the aggregate, 83.3% of the issued and outstanding shares of New SES common stock immediately following the Closing (assuming no redemptions).

The SES Founder Group is expected to hold approximately 57.3% of the combined voting power of New SES assuming no redemptions. Accordingly, immediately following the Closing, the SES Founder Group will control New SES and New SES will be a controlled company within the meaning of the corporate governance standards of the New York Stock Exchange (“NYSE”). For a description of the exemptions from NYSE’s corporate governance standards that are available to controlled companies, please see the section titled “Risk Factors - Risks Relating to Parent, the Business Combination and New SES -  The SES Founder Group is a large and significant stockholder and, as a result, New SES will be a “controlled company” upon the consummation of the Business Combination, which would exempt New SES from certain obligations to comply with certain corporate governance requirements.”

Parent’s units, public shares and public warrants are currently listed on the NYSE under the symbols “IVAN.U,” “IVAN” and “IVAN WS,” respectively. Parent will apply for listing, to be effective at the time of the Business Combination, of New SES Class A common stock and warrants on the NYSE under the proposed symbols “SES” and “SES WS,” respectively. It is a condition to the consummation of the Business Combination that Parent receive confirmation from the NYSE that New SES has been conditionally approved for listing on the NYSE, but there can be no assurance such listing condition will be met or that Parent will obtain such confirmation from the NYSE.

The accompanying proxy statement/prospectus provides detailed information about the Business Combination and other matters to be considered at the extraordinary general meeting of Parent’s shareholders and the special meeting of holders of Parent’s public warrants and private placement warrants. We encourage you to read the entire accompanying proxy statement/ prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in the “Risk Factors” section of the accompanying proxy statement/prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/ PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

We are not licensed to conduct investment business in the Cayman Islands by the Cayman Islands Monetary Authority and this proxy statement/prospectus does not constitute an offer to members of the public of our shares, whether by way of sale or subscription, in the Cayman Islands. Our shares have not been offered or sold, will not be offered or sold and no invitation to subscribe for our shares will be made, directly or indirectly, to members of the public in the Cayman Islands.

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IVANHOE CAPITAL ACQUISITION CORP.

1177 Avenue of the Americas

5^th Floor

New York, NY 10036

NOTICE OF EXTRAORDINARY GENERAL MEETING

TO BE HELD ON         , 2021

TO THE SHAREHOLDERS OF IVANHOE CAPITAL ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “extraordinary general meeting”) of Ivanhoe Capital Acquisition Corp., a Cayman Islands exempted company (“Parent”), will be held at                   ,                       Time, on                   , 2021, at                 located at                , and virtually via live webcast at https://www.cstproxy.com/ivanhoecapital/2021. In the interest of public health, and due to the impact of the coronavirus (COVID-19), the extraordinary general meeting may also be attended through a “virtual” or online method. You are cordially invited to attend the extraordinary general meeting, which will be held for the following purposes:

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Each of the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the NYSE Proposal, the Incentive Plan Proposal and the Director Election Proposal (collectively, the “Condition Precedent Proposals”) is conditioned on the approval and adoption of each of the other Condition Precedent Proposals. Each of the Advisory Charter Proposals and the Adjournment Proposal is not conditioned on any other proposal.

These items of business are described in the proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting.

Only holders of record of ordinary shares at the close of business on    , 2021 are entitled to notice of and to vote and have their votes counted at the extraordinary general meeting and any adjournment of the extraordinary general meeting.

This proxy statement/prospectus and accompanying proxy card is being provided to Parent’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournment of the extraordinary general meeting. Whether or not you plan to attend the extraordinary general meeting, all of Parent’s shareholders are urged to read the proxy statement/prospectus, including the Annexes and the documents referred to therein carefully and in their entirety. You should also carefully consider the risk factors described in the “Risk Factors” section of the proxy statement/prospectus.

After careful consideration, the board of directors of Parent has unanimously approved the Business Combination Agreement and the transactions contemplated thereby, including the Domestication and the Amalgamation, and unanimously recommends that shareholders vote “FOR” the adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, including the Domestication and the Amalgamation, and “FOR” all other proposals presented to Parent’s shareholders in the proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of Parent, you should keep in mind that Parent’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal — Interests of Parent’s Directors and Executive Officers in the Business Combination” in the proxy statement/prospectus for a further discussion of these considerations.

Pursuant to the Current Articles, a public shareholder may request that Parent redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on  , 2021 (two business days before the scheduled dated of the extraordinary general meeting) in order for their shares to be redeemed.

Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. Public holders that hold their units in an account at a brokerage firm or bank must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered

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in its own name, the holder must contact Continental, Parent’s transfer agent, directly and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares. Public shareholders may elect to redeem public shares regardless of if or how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its share certificates (if any) to Continental, Parent’s transfer agent, New SES will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of Parent’s initial public offering (the “trust account”), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of September 30, 2021, this would have amounted to approximately $10.00 per public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption will take place following the Domestication and, accordingly, it is shares of New SES Class A common stock that will be redeemed immediately after consummation of the Business Combination. See “Extraordinary General Meeting and Warrant Holders Meeting of Parent — Redemption Rights” in the proxy statement/ prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash. Pursuant to the Sponsor Letter Agreement (as defined in the proxy statement/prospectus), the Sponsor, among other things, has agreed to vote all of their ordinary shares in favor of the proposals being presented at the extraordinary general meeting and waive their anti-dilution rights with respect to their Class B ordinary shares in connection with the consummation of the Business Combination. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the proxy statement/prospectus, the Sponsor owns 20.0% of the issued and outstanding ordinary shares. See “Business Combination Proposal — Related Agreements — Sponsor Support Agreement” in the proxy statement/prospectus for more information related to the Sponsor Support Agreement.

The Business Combination Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the proxy statement/prospectus. There can be no assurance that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement. In addition, in no event will Parent redeem public shares in an amount that would cause New SES’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement and the PIPE Financing.

Each of the Domestication Proposal and the Organizational Documents Proposal requires the approval of a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds (2/3) of the ordinary shares who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, cast votes at the meeting. Each of the Business Combination Proposal, the Advisory Charter Proposals, the Incentive Plan Proposal, the NYSE Proposal and the Adjournment Proposal requires the approval of an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, cast votes at the meeting. The Director Election Proposal requires the approval of an ordinary resolution of the holders of the Class B ordinary shares under Cayman Islands law, being the affirmative vote of the holders of a majority of the Class B ordinary shares who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, cast votes at the meeting. Abstentions, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal, except the NYSE Proposal and the Incentive Plan Proposal, for which abstentions will count as votes “AGAINST” the proposal.

Your vote is very important.     Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. If you fail to instruct your broker or bank how to vote, your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting. Since we believe that none of the proposals to be voted on at the extraordinary general meeting is a “routine” matter for which brokers may have discretionary authority to vote, there can be no broker non-votes at the extraordinary general meeting. Consequently, failure to provide instructions to your bank, broker or other nominee on how to vote will result in your shares not being counted as represented for purposes of establishing a quorum at the extraordinary general meeting. The Business

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Combination will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Advisory Charter Proposals and the Adjournment Proposal are not conditioned on the approval of any other proposal set forth in the proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.

Your attention is directed to the remainder of the proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read the proxy statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to herein. If you have any questions or need assistance voting your ordinary shares, please contact Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing IVAN.info@investor.morrowsodali.com.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors of Ivanhoe Capital Acquisition Corp.,

Robert Friedland

Chairman of the Board of Directors

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO PARENT’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE (IF ANY) TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

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IVANHOE CAPITAL ACQUISITION CORP.

1177 Avenue of the Americas
5th Floor

New York, NY 10036

NOTICE OF SPECIAL MEETING OF PUBLIC AND PRIVATE
PLACEMENT WARRANT HOLDERS OF IVANHOE CAPITAL
ACQUISITION CORP.

TO BE HELD ON                       , 2021

TO THE PUBLIC AND PRIVATE PLACEMENT WARRANT HOLDERS OF IVANHOE CAPITAL ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that the special meeting of public and private placement warrant holders (the “Warrant Holders Meeting”) of Ivanhoe Capital Acquisition Corp., a Cayman Islands exempted company (“Parent”), will be held at     ,    Time, on     , 2021, at     located at     , and virtually via live webcast at https://www.cstproxy.com/ivanhoecapital/2021. In the interest of public health, and due to the impact of the coronavirus (COVID-19), the Warrant Holders Meeting may also be attended through a “virtual” or online method. You are cordially invited to attend the Warrant Holders Meeting, which will be held for the following purposes:

These Warrant Holder Proposals are described in this proxy statement/prospectus, which we encourage you to read in its entirety before voting.

Only holders of Parent’s public warrants and private placement warrants at the close of business on , 2021 are entitled to notice of and to vote and have their votes counted at the Warrant Holders Meeting and any adjournments of the Warrant Holders Meeting.

This proxy statement/prospectus and accompanying Warrant Holders Meeting proxy card is being provided to holders of public warrants and private placement warrants in connection with the solicitation of proxies to be voted at the Warrant Holders Meeting and at any adjournments of the Warrant Holders Meeting. Whether or not you plan to attend the Warrant Holders Meeting, all holders of Parent public warrants and private placement warrants are urged to read this proxy statement/prospectus, including the annexes and the documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 60 of this proxy statement/prospectus.

After careful consideration, the board of directors of Parent unanimously approved the Warrant Holder Proposals and unanimously recommends that the holders of public warrants and private placement warrants vote “FOR” the Warrant Amendment Proposal and “FOR” the Warrant Holders Adjournment Proposal, if presented. When you consider the recommendation of these proposals by the board of directors of Parent, you should keep in mind that Parent’s directors and officers have interests in the business combination that may conflict with your interests as a holder of public warrants or private placement warrants. See the section entitled “Proposal No.1— The Business Combination Proposal — Interests of Certain Persons in the Business Combination” in this proxy statement/prospectus for a further discussion of these considerations.

Pursuant to the Warrant Agreement, the Warrant Amendment is required to be approved by 50% of the outstanding public warrants and, solely with respect to the amendment to the terms of the private placement warrants or any provision of the Warrant Agreement with respect to the private placement warrants set forth in the Warrant Amendment, 50% of the outstanding private placement warrants.

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As of the date of this proxy statement/prospectus, there are 9,200,000 public warrants issued and outstanding and 5,013,333 private placement warrants issued and outstanding. Parent does not beneficially own any of the public warrants, and, none of the Sponsor, Parent’s directors, executive officers and affiliates hold public warrants. The Sponsor, an affiliate of Parent, currently holds all of the private placement warrants. The Sponsor intends to approve the Warrant Amendment by written consent, and has agreed to use commercially reasonable efforts to revise the terms of the public warrants and private placement warrants such that the warrants will be treated as equity under the rules and guidelines of the SEC at and after the closing of the Business Combination, including using commercially reasonable efforts to obtain any shareholder or warrant holder approvals if necessary to accomplish the foregoing.

Your vote is very important. Whether or not you plan to attend the Warrant Holders Meeting, please vote as soon as possible by following the instructions in this proxy statement/prospectus to make sure that your warrants are represented at the Warrant Holders Meeting. If you hold your public warrants in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your public warrants are represented and voted at the Warrant Holders Meeting. The Warrant Amendment Proposal is conditioned on the approval of the proposals set forth at the extraordinary general meeting, which are further described in the proxy statement/prospectus, and the consummation of the business combination. The Warrant Holders Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.

If you sign, date and return your Warrant Holders Meeting proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Warrant Holders Meeting. If you fail to return your Warrant Holders Meeting proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Warrant Holders Meeting, the effect will be, among other things, that your public warrants will not be voted. An abstention will not count as a vote cast at the Warrant Holders Meeting, and will have no effect on the Warrant Holder Adjournment Proposal, if presented. If you are a public warrant holder of record and you attend the Warrant Holders Meeting and wish to vote, you may withdraw your proxy and vote at the Warrant Holders Meeting.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes there to) for a more complete description of the Warrant Holder Proposals. You are encouraged to read this proxy statement/prospectus carefully. If you have any questions or need assistance voting your ordinary shares, please contact Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing IVAN.info@investor.morrowsodali.com.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors of Ivanhoe Capital Acquisition Corp.,

Robert Friedland

Chairman of the Board of Directors

Important Notice Regarding the Availability of Proxy Materials for the Warrant Holders Meeting to be held on          , 2021: This notice of meeting and the related proxy statement/prospectus will be available at            .

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There may be additional risks that neither us nor SES presently know or that we 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 Parent’s and SES’s expectations, plans or forecasts of future events and views as of the date of this proxy statement/prospectus. Parent and SES anticipate that subsequent events and developments will cause Parent’s and SES’s assessments to change. However, while Parent and SES may elect to update these forward-looking statements at some point in the future, Parent and SES specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Parent’s and SES’s assessments as of any date subsequent to the date of this proxy statement/prospectus. Accordingly, undue reliance should not be placed upon the forward-looking statements.

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR SHAREHOLDERS AND WARRANT HOLDERS

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting and Warrant Holders Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to Parent’s shareholders and holders of public warrants and private placement warrants. We urge shareholders and warrant holders to read this proxy statement/prospectus, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the proposed Business Combination and the voting procedures for the extraordinary general meeting and Warrant Holders Meeting, which will be held at            , on              , 2021, at              located at           , and via a virtual meeting at https://www.cstproxy.com/ivanhoecapital/2021, unless the extraordinary general meeting or Warrant Holders Meeting is adjourned.

Q:    Why am I receiving this proxy statement/prospectus?

A:   Parent shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Business Combination Agreement and approve the transactions contemplated thereby, including the Business Combination. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A and you are encouraged to read the Business Combination Agreement in its entirety.

In addition, warrant holders are being asked to consider and vote upon a proposal to implement certain changes that are intended to result in the warrants being accounted for as equity within the balance sheet of Parent, instead of as a liability measured at fair value with non-cash fair value adjustments recorded in earnings at each reporting period (such amendment, the “Warrant Amendment” and such proposal the “Warrant Amendment Proposal”). The form of Warrant Amendment is attached to this proxy statement/prospectus as Annex E. See the section entitled “Warrant Holder Proposal 1: The Warrant Amendment Proposal.”

Warrant holders are also being asked to consider and vote upon the Warrant Holders Adjournment Proposal to adjourn the Warrant Holders Meeting to a later date or dates, including, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of the Warrant Amendment Proposal (the “Warrant Holders Adjournment Proposal” and together with the Warrant Amendment Proposal, the “Warrant Holder Proposals”). See the section entitled “Warrant Holder Proposal 2: The Warrant Holders Adjournment Proposal.”

Each of the Business Combination Proposal, the Advisory Charter Proposals, the Incentive Plan Proposal, the NYSE Proposal and the Adjournment Proposal requires the approval of an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person or by proxy, and entitled to vote, at the extraordinary general meeting, cast votes at the meeting, and each of the Domestication Proposal and the Organizational Documents Proposal requires the approval of a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds (2/3) of the ordinary shares who, being present in person or by proxy, and entitled to vote, at the extraordinary general meeting, cast votes at the meeting. The Warrant Amendment Proposal requires the approval of 50% of the outstanding public warrants and, solely with respect to the amendment to the terms of the private placement warrants or any provision of the Warrant Agreement with respect to the private placement warrants set forth in the Warrant Amendment, 50% of the outstanding private placement warrants. The Warrant Holders Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the holders of warrants present or represented by proxy and entitled to vote at the Warrant Holders Meeting.

Abstentions, while considered present for the purposes of establishing a quorum, will not count as votes cast on any proposal at the extraordinary general meeting or Warrant Holders Meeting and otherwise will have no effect on any proposal, except the Incentive Plan Proposal, for which abstentions will count as votes “AGAINST” the proposal.

YOUR VOTE IS IMPORTANT. SHAREHOLDERS AND WARRANT HOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.

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Q:    What proposals are shareholders of Parent being asked to vote upon?

A:    At the extraordinary general meeting, Parent is asking holders of its ordinary shares to consider and vote upon eight (8) separate proposals:

If our shareholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Business Combination Agreement are waived by the applicable parties to the Business Combination Agreement, the Business Combination Agreement could terminate if the conditions to consummate the Closing are not satisfied and the Business Combination may not be consummated.

For more information, please see “Business Combination Proposal,” “Domestication Proposal,” “Organizational Documents Proposals,” “Advisory Charter Proposals,” “NYSE Proposal,” “Incentive Plan Proposal” “Director Election Proposal,”and “Adjournment Proposal.”

Parent will hold the extraordinary general meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the extraordinary general meeting. Shareholders of Parent should read it carefully.

After careful consideration, the Parent Board has determined that the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Advisory Charter Proposals, the NYSE Proposal, the Incentive Plan Proposal, the Director Election Proposal and the Adjournment Proposal are in the best interests of Parent and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of one or more of Parent’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Parent and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Parent’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal — Interests of Parent’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

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Q:   Why is Parent holding the Warrant Holders Meeting?

A:   Parent is holding the Warrant Holders Meeting to seek approval from warrant holders to a proposal to amend the Warrant Agreement to implement certain changes that are intended to result in the warrants being accounted for as equity within the balance sheet of Parent, instead of as a liability measured at fair value with non-cash fair value adjustments recorded in earnings at each reporting period. A summary of the Warrant Amendment Proposal is set forth in the section entitled “Warrant Holder Proposal 1: The Warrant Amendment Proposal” of this proxy statement/prospectus and a complete copy of the Warrant Amendment is attached hereto as Annex E.

The board of directors of Parent believes it is in the best interests of Parent and the warrant holders that the warrants are accounted for as equity within the balance sheet of Parent, instead of as a liability measured at fair value with non-cash fair value adjustments recorded in earnings at each reporting period. The accounting treatment of the amended and restated warrant terms is currently under evaluation.

In addition, at the Warrant Holders Meeting, the warrant holders will also be asked to approve a proposal to approve the adjournment of the Warrant Holders Meeting to a later date or dates, including, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of the Warrant Amendment Proposal. This is referred to herein as the Warrant Holders Adjournment Proposal. This proposal will only be presented at the Warrant Holders Meeting if there are not sufficient votes to approve the Warrant Amendment Proposal.

Parent will hold the Warrant Holders Meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Warrant Amendment and the other matters to be acted upon at the Warrant Holders Meeting. Warrant holders should read it carefully.

After careful consideration, Parent’s Board has determined that the Warrant Amendment Proposal and Warrant Holders Adjournment Proposal are in the best interests of Parent and its warrant holders, and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

Q: What factors did Parent’s Board consider in connection with its decision to recommend voting in favor of the business combination?

A: Parent’s Board considered a number of factors pertaining to the business combination as generally supporting its decision to enter into the Transaction Agreement and the transactions contemplated thereby, including, but not limited to, the following:

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found such claims to be supported. Representatives of Parent also had discussions with GM, a long-standing partner of SES and reviewed other data including test results from testing undertaken by third party testing facilities under instructions provided by Parent and SES. Additionally, representatives of Parent also evaluated the intellectual property portfolio that supports SES’s battery cell technology.

Further, a majority of the proceeds to be delivered to the combined company in connection with the Business Combination (including from Parent’s trust account and from the PIPE Financing), are expected to remain on the balance sheet of the combined company after Closing in order to fund New SES’s existing operations and support new and existing growth initiatives. The Parent Board considered this as a strong sign of confidence in New SES following the Business Combination and the benefits to be realized as a result of the Business Combination.

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Although the Parent Board believes that the Business Combination with SES presents a unique business combination opportunity and is in the best interests of Parent and its shareholders, the Parent Board did consider certain potentially material negative factors in arriving at that conclusion. These factors are discussed in greater detail in the sections entitled “Business Combination Proposal — The Parent Board’s Reasons for the Business Combination” and “Risk Factors — Risks Related to the Business Following the Business Combination.”

Q:   Did the Parent Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A:   No. The Parent Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. However, Parent’s management, the members of the Parent Board and other representatives of Parent have substantial experience in evaluating the operating and financial merits of companies and reviewed certain financial information of SES and compared it to certain publicly traded companies, selected based on the experience and the professional judgment of Parent’s management team, which enabled them to make the necessary analyses and determinations regarding the Business Combination. Accordingly, investors will be relying solely on the judgment of Parent’s management and the Parent Board in valuing SES’s business and assuming the risk that Parent’s management and the Parent Board may not have properly valued such business.

Q:   What interests do the current officers and directors have in the Business Combination?

A:   In considering the recommendation of Parent’s Board to vote in favor of the Business Combination, shareholders and warrant holders should be aware that, aside from their interests as shareholders and warrant holders, as applicable, Sponsor and certain of Parent’s directors and officers have interests in the business combination that are different from, or in addition to, those of other shareholders and warrant holders generally. As a result of such interests, the Sponsor and other initial shareholders may be incentivized to complete a business combination with a less favorable combination partner or on terms less favorable to public shareholders rather than fail to complete a business combination and be forced to liquidate and dissolve Parent. Parent’s directors were aware of and considered these interests, among other matters, in evaluating the business combination, and in recommending to shareholders and warrant holders that they approve the business combination and/or the Warrant Holder Proposals, as applicable. Shareholders and warrant holders should take these interests into account in deciding whether to approve the business combination and/or the Warrant Holder Proposals, as applicable. These interests include, among other things:

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placement warrants that they currently hold, even if the holders of Class A ordinary shares experience a negative return on their investment after consummation of the Business Combination.

For additional information regarding pre-existing relationships between certain of the parties to the Business Combination Agreement and certain of their affiliates, see “Risk Factors — Risks Relating to Parent, the Business Combination and New SES — Our Sponsor, directors and officers may have a conflict of interest in determining to pursue the acquisition of SES, since certain of their interests are different from or in addition to (and which may conflict with) the interests of our public shareholders, and such interests may have influenced their decisions to approve the Business Combination and recommend that our shareholders approve the Business Combination Proposal.”

Q:   What will SES’s equityholders receive in return for the Business Combination with Parent?

A:   On the Closing Date, immediately, following the consummation of the Domestication, the Amalgamation will occur.

In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the Effective Time, each ordinary share and each preferred share of SES issued and outstanding immediately prior to the Effective Time (collectively, the “SES Shares”) (other than SES Shares held in SES’s treasury (collectively, the “Excluded Shares”), the SES Restricted Shares (as defined below) and the SES Shares held by Dr. Qichao Hu and certain entities affiliated with Dr. Hu (collectively, the “SES Founder Group”)) will be cancelled and automatically represent the right to receive a number of fully paid and nonassessable shares of New SES Class A common stock equal to the Exchange Ratio (as defined below), plus cash in lieu of fractional shares. Additionally, each SES Share held by the SES Founder Group issued and outstanding immediately prior to the Effective Time will be cancelled and automatically represent the right to receive a number of fully paid and nonassessable shares of New SES Class B common stock equal to the Exchange Ratio, plus cash in lieu of fractional shares. The shares of New SES Class B common stock will have the same economic rights as the shares of New SES Class A common stock, but following the Effective Time, each share of New SES Class B common stock will be entitled to 10 votes, and each share of New SES Class A common stock will be entitled to 1 vote, in each case, on each matter submitted for a vote of the New SES stockholders. New SES Class B common stock will be subject to a “sunset” provision if the SES Founder Group, and other Qualified Holders (as defined in the Proposed Charter) of New SES Class B common stock collectively cease to beneficially own at least twenty percent (20%) of the number of shares of New SES Class B common stock (as such number of shares is equitably adjusted in respect of any reclassification, stock dividend, subdivision, combination or recapitalization of New SES Class B common stock) collectively held by the Founder Group and Qualified Holders of New SES Class B common stock as of the Effective Time. For purposes of the Business Combination Agreement, “Exchange Ratio” means the quotient obtained by dividing 281,000,000 by (a) the aggregate number of SES Shares that are issued and outstanding immediately prior to the Effective Time and that are issuable upon the exercise of all vested SES Options (as defined below) and SES Restricted Shares issued and outstanding as of immediately prior to the Effective Time minus (b) the Excluded Shares.

In addition to the consideration described above, the SES shareholders, optionholders and holders of restricted shares will be entitled to receive 30,000,000 shares of New SES common stock (valued at $10.00 per-share) including 23,694,652 shares of New SES Class A common stock reserved for issuance to investors, 2,304,966 New SES Class A common stock reserved for issuance to SES option holders and pre-Closing recipients of SES restricted share awards and 4,000,382 shares of New SES Class B common stock reserved for issuance to the SES Founder Group (the “Earn-Out Shares”) in the aggregate if the closing price of shares of New SES Class A common stock of New SES is equal to or greater than $18.00 during the period beginning on the date that is one year following the closing of the Business Combination (the “Closing”) and ending on the date that is five years

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following the Closing. SES optionholders and holders of restricted shares will receive their Earn-Out Shares in the form of restricted shares of New SES at Closing, which will be subject to vesting based on the same terms as the Earn-Out Shares and will also be subject to forfeiture if such recipients’ service with New SES terminates prior to the vesting.

In connection with the Amalgamation, each SES share that is subject to any vesting, forfeiture, repurchase or other lapse restriction according to the 2021 SES Share Incentive Plan or otherwise (the “SES Restricted Shares”) that is issued and outstanding immediately prior to the Effective Time will be assumed by New SES and converted into a number of shares of restricted New SES Class A common stock equal to the product (rounded to the nearest whole number of shares) of (A) the total number of SES ordinary shares subject to such SES Restricted Share immediately prior to the Effective Time multiplied by (B) the Exchange Ratio. In addition, each SES option (the “SES Options”) that is outstanding and unexercised immediately prior to the Effective Time (whether vested or unvested) will be assumed by New SES and converted into an option to acquire New SES Class A common stock at an adjusted exercise price per-share, with the number of shares of New SES Class A common stock subject to each option determined by multiplying the number of SES Shares subject to the corresponding SES Option by the Exchange Ratio and rounding the resulting number down to the nearest whole number of shares of New SES Class A common stock. For further details, see “Business Combination Proposal — Consideration to SES Equityholders in the Business Combination.”

Q:    How will the Combined Company be managed following the Business Combination?

A:    Following the Closing, it is expected that the current management of SES will become the management of New SES, and the New SES Board will consist of up to seven (7) directors, which will be divided into three classes (Class I, II and III) with Class I consisting of three (3) directors and each of Classes II and III consisting of two directors. Pursuant to the Business Combination Agreement, the New SES Board will consist of (i) Dr. Hu, (ii) Mr. Friedland and (iii) up to five (5) individuals designated by SES. Among the five (5) individuals designated by SES, one director will be nominated by General Motors Ventures LLC (“GM Ventures”) (to serve as a Class II director) pursuant to its contractual nominating rights, who will initially be Kent Helfrich. Please see the section entitled “Management of New SES Following the Business Combination” for further information.

Q:   What equity stake will current Parent shareholders and current equityholders of SES hold in New SES immediately after the consummation of the Business Combination?

A:   As of the date of this proxy statement/prospectus, there are 34,500,000 ordinary shares issued and outstanding, which includes an aggregate of 6,900,000 Class B ordinary shares held by the Sponsor, including the Sponsor. In addition, as of the date of this proxy statement/prospectus, there is outstanding an aggregate of 14,213,333 warrants to acquire ordinary shares, comprised of 5,013,333 private placement warrants held by the Sponsor and 9,200,000 public warrants. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share and, following the Domestication, will entitle the holder thereof to purchase one share of New SES Class A common stock. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Domestication and assuming that none of Parent’s outstanding public shares are redeemed in connection with the Business Combination), Parent’s fully diluted share capital, giving effect to the exercise of all of the private placement warrants and public warrants, would be 48,713,333 Class A ordinary shares.

The following table illustrates varying ownership levels in New SES common stock immediately following the consummation of the Business Combination based on the varying levels of redemptions by the public shareholders and the following additional assumptions: (i) 264,650,598 shares of New SES Class A common stock are issued to the SES Holders (other than the SES Founder Group) at Closing and 43,921,639 shares of New SES Class B common stock are issued to the SES Founder Group at Closing; (ii) 27,500,000 shares of New SES Class A common stock are issued in the PIPE Financing; (iii) no Parent warrants to purchase New SES Class A common stock that will be outstanding immediately following Closing have been exercised; and (iv) no options to purchase New SES common stock that will be held by equityholders of SES immediately following Closing have been exercised. See “Unaudited Pro Forma Condensed Combined Financial Information” for more details. If the actual facts

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differ from these assumptions, the ownership percentages in Parent will be different and totals may not add up to 100% due to rounding.

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For further details, see ”Business Combination Proposal — Consideration to SES Equityholders in the Business Combination.”

Q:   What voting power will current Parent shareholders and current equityholders of SES hold in New SES immediately after the consummation of the Business Combination?

A:   Except as noted below, the table below was prepared using the same assumptions as the immediately preceding table.

Q:   How do redemptions affect the value of my New SES Class A common stock?

A:   The value of shares of New SES Class A common stock held by non-redeeming holders of Parent public shares may be impacted by the number of shares that are redeemed, as well as other events that may significantly dilute the value of such shares of New

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SES Class A common stock. For example, the following table shows the potential impact of varying levels of redemptions and certain dilutive events on the per share value of the New SES Class A common stock by non-redeeming holders of Parent public shares.

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Q: Why is Parent proposing the Domestication?

A:    Our board of directors believes that there are significant advantages to us that will arise as a result of a change of our domicile to Delaware. Further, our board of directors believes that any direct benefit that the Delaware General Corporation Law (the “DGCL”) provides to a corporation also indirectly benefits its stockholders, who are the owners of the corporation. The board of directors believes that there are several reasons why a transfer by way of continuation to Delaware is in the best interests of Parent and its shareholders, including, (i) the prominence, predictability and flexibility of the DGCL, (ii) Delaware’s well-established principles of corporate governance and (iii) the increased ability for Delaware corporations to attract and retain qualified directors. The foregoing is discussed in greater detail in the section entitled “Domestication Proposal — Reasons for the Domestication.”

To effect the Domestication, we will file an application for deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file a certificate of corporate domestication and a certificate of incorporation with the Secretary of State of the State of Delaware, under which we will be domesticated and continue as a Delaware corporation.

The approval of the Domestication Proposal is a condition to closing the Business Combination under the Business Combination Agreement. The Domestication Proposal requires the approval of a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds (2/3) of the ordinary shares who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, cast votes at the meeting.

Q:   What is involved with the Domestication?

A:   The Domestication will require Parent to file certain documents in both the Cayman Islands and the State of Delaware. At the effective time of the Domestication, which will be on the day immediately preceding the Closing Date, Parent will cease to be a company incorporated under the laws of the Cayman Islands and in connection with the Business Combination, Parent will continue as a Delaware corporation. The Articles of Association will be replaced by the Proposed Charter and Proposed Bylaws and your rights as a shareholder will cease to be governed by the laws of the Cayman Islands and will instead be governed by Delaware law.

Q:   How will the Domestication affect my ordinary shares, warrants and units?

A:   In connection with the Domestication, on the Closing Date, prior to the Effective Time, (i) each issued and outstanding Class A ordinary share will convert automatically by operation of law, on a one-for-one basis, into a share of New SES Class A common stock; (ii) each issued and outstanding warrant to purchase Class A ordinary shares that is outstanding immediately prior to the consummation of the Domestication will automatically represent the right to purchase one share of New SES Class A common stock at an exercise price of $11.50 per-share on the terms and conditions set forth in the applicable warrant agreement; (iii) each issued and outstanding Class B ordinary share of Parent will be converted on a one-for-one basis, into a duly authorized validly issued, fully paid and nonassessable share of New SES Class B common stock and (iv) the governing documents of Parent will be amended and restated and be the Proposed Charter and the Proposed Bylaws as described in this proxy statement/prospectus. In connection with the Domestication, Parent will change it name to “SES AI Corporation.” In connection with clause (i) and (ii), each issued and outstanding unit of Parent that has not been previously separated into the underlying Class A ordinary share and underlying warrant upon the request of the holder thereof, will be cancelled and will entitle the holder thereof to one share of New

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SES Class A common stock and one-third of one warrant, with a whole warrant representing the right to acquire one share of New SES Class A common stock. Immediately following the Domestication, each issued and outstanding share of new SES Class B common stock will be converted on a one-for-one basis, into a duly authorized validly issued, fully paid and nonassessable share of New SES Class A common stock. See “The Business Combination Proposal” and “Domestication Proposal.”

Q:   What are the U.S. federal income tax consequences of the Domestication?

A:   As discussed more fully under “U.S. Federal Income Tax Considerations,” the Domestication generally should constitute a tax-deferred reorganization within the meaning of Section 368(a)(l)(F) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). Subject to the application of Section 367 and the “passive foreign investment company” (“PFIC”) rules discussed below, U.S. Holders and Non-U.S. Holders should not recognize taxable gain or loss on the Domestication. However, due to the absence of direct guidance on the application of Section 368(a)(1)(F) of the Code to the facts and circumstances relating to Parent, this result is not entirely clear. In the case of a transaction, such as the Domestication, that should qualify as a tax-deferred reorganization within the meaning of Section 368(a)(1)(F) of the Code, subject to the PFIC rules discussed below, U.S. Holders (as defined in “U.S. Federal Income Tax Considerations — U.S. Holders” below) will be subject to Section 367(b) of the Code and, as a result of the Domestication:

Parent does not expect to have significant cumulative earnings and profits through the date of the Domestication. Complex attribution rules apply in determining whether a U.S. holder owns 10% or more of the total combined voting power of all classes of our ordinary shares entitled to vote or owns 10% or more of the total value of all classes of our ordinary shares. All U.S. holders are urged to consult their tax advisors with respect to those attribution rules.

Parent believes that it is likely classified as a PFIC. If Parent is a PFIC, then notwithstanding the U.S. federal income tax consequences of the Domestication discussed in the foregoing, a U.S. Holder may, in certain circumstances, still recognize gain (but not loss) upon the exchange of its public shares or public warrants for New SES Class A common stock or public warrants of New SES pursuant to the Domestication under the PFIC rules of the Code equal to the excess, if any, of the fair market value of the shares of New SES Class A common stock or public warrants of New SES received in the Domestication over the U.S. Holder’s adjusted tax basis in the corresponding public shares or public warrants surrendered in exchange therefor. The tax on any such gain so recognized would be imposed at the rate applicable to ordinary income and an interest charge would apply. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see the discussion in the section entitled “U.S. Federal Income Tax Considerations — U.S. Holders — PFIC Considerations.”

Additionally, the Domestication may cause non-U.S. Holders (as defined in “U.S. Federal Income Tax Considerations — Non-U.S. Holders”) to become subject to U.S. federal income withholding taxes on any dividends paid in respect of such non-U.S. Holder’s shares of New SES Class A common stock after the Domestication.

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The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are urged to consult their tax advisors on the tax consequences to them of the Domestication, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see “U.S. Federal Income Tax Considerations.”

Q:   What are the U.S. federal income tax consequences of the adoption of the Warrant Amendment?

A:   As discussed more fully under “U.S. Federal Income Tax Considerations,” we intend to treat the adoption of the Warrant Amendment as a deemed exchange, solely for applicable income tax purposes, of public warrants for “new” warrants that qualifies as a “recapitalization” within the meaning of Section 368(a)(1)(E) of the Code. However, due to the absence of direct guidance on the application of Section 368(a)(1)(E) of the Code to the facts and circumstances relating to the Warrant Amendment, this result is not entirely clear. For a more complete discussion of the U.S. federal income tax considerations of the adoption of the Warrant Amendment, see “U.S. Federal Income Tax Considerations.”

Q:   Do I have redemption rights?

A:   If you are a holder of public shares, you have the right to request that we redeem all or a portion of your public shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. Public shareholders may elect to redeem all or a portion of the public shares held by them regardless of if or how they vote in respect of the Business Combination Proposal. If you wish to exercise your redemption rights, please see the answer to the next question: “How do I exercise my redemption rights?” A shareholder holding both public shares and public warrants may redeem its public shares but retain the public warrants, which if the Business Combination closes, will become warrants of New SES.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash and such shares would be converted into shares of New SES Class A common stock in connection with the Business Combination.

In connection with Parent’s initial public offering, Sponsor agreed to waive its redemption rights with respect to all of its ordinary shares in connection with the consummation of the Business Combination. No additional consideration was provided to Sponsor in exchange for this waiver.Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price.

Q:  How do I exercise my redemption rights?

A:   In connection with the proposed Business Combination, pursuant to the Current Articles, Parent’s public shareholders may request that Parent redeem all or a portion of such public shares for cash if the Business Combination is consummated. If you are a public shareholder and wish to exercise your right to redeem the public shares, you must:

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on        , 2021 (two business days before the scheduled dated of the extraordinary general meeting) in order for their shares to be redeemed.

The address of Continental, Parent’s transfer agent, is listed under the question “Who can help answer my questions?” below.

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Holders of units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. Public holders that hold their units in an account at a brokerage firm or bank must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental, our transfer agent, directly and instruct them to do so.

Public shareholders will be entitled to request that their public shares be redeemed for a pro rata portion of the amount then on deposit in the trust account as of two business days prior to the consummation of the Business Combination including interest earned on the funds held in the trust account and not previously released to us (net of taxes payable). For illustrative purposes, this would have amounted to approximately $10.00 per issued and outstanding public share, based on 27,600,000 shares subject to possible redemption as of September 30, 2021. However, the proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders, regardless of whether such public shareholders vote or, if they do vote, irrespective of if they vote for or against the Business Combination Proposal. Therefore, the per-share distribution from the trust account in such a situation may be less than originally expected due to such claims. Whether you vote, and if you do vote irrespective of how you vote, on any proposal, including the Business Combination Proposal, will have no impact on the amount you will receive upon exercise of your redemption rights. It is expected that the funds to be distributed to public shareholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination.

Any request to redeem public shares, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the Closing. If you deliver your share certificates (if any) for redemption to Continental, our transfer agent, and later decide prior to the extraordinary general meeting not to elect redemption, you may request that our transfer agent return the shares (physically or electronically) to you. You may make such request by contacting Continental, our transfer agent, at the phone number or address listed at the end of this section.

Any corrected or changed written exercise of redemption rights must be received by Continental, our transfer agent, prior to the vote taken on the Business Combination Proposal at the extraordinary general meeting. No request for redemption will be honored unless the holder’s certificates (if any) for public shares have been delivered (either physically or electronically) to Continental, our transfer agent, at least two business days prior to the vote at the extraordinary general meeting.

If a holder of public shares properly makes a request for redemption and the certificates (if any) for public shares are delivered as described above, then, if the Business Combination is consummated, we will redeem the public shares for a pro rata portion of funds deposited in the trust account, calculated as of two business days prior to the consummation of the Business Combination. The redemption will take place following the Domestication and, accordingly, it is shares of New SES Class A common stock that will be redeemed immediately after consummation of the Business Combination.

If you are a holder of public shares and you exercise your redemption rights, such exercise will not result in the loss of any warrants that you may hold.

Q:    If I am a warrant holder, can I exercise redemption rights with respect to my warrants?

A:    No. The holders of Parent’s warrants have no redemption rights with respect to such warrants.

Q:   If I am a holder of units, can I exercise redemption rights with respect to my units?

A:   No. Holders of issued and outstanding units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying public shares and public warrants, or if you hold units registered in your own name, you must contact Continental, our transfer agent, directly and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares. You are requested to cause your public shares to be separated and delivered to Continental, our transfer agent, by             ,              Time, on               , 2021 (two business days before the scheduled dated of the extraordinary general meeting) in order to exercise your redemption rights with respect to your public shares.

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Q:   What are the U.S. federal income tax consequences of exercising my redemption rights?

A:   We expect that a U.S. Holder (as defined in “U.S. Federal Income Tax Considerations — U.S. Holders”) that exercises its redemption rights to receive cash from the trust account in exchange for its shares of New SES Class A common stock will generally be treated as selling such shares of New SES Class A common stock resulting in the recognition of capital gain or loss. There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of shares of New SES Class A common stock that such U.S. Holder owns or is deemed to own (including through the ownership of public warrants of New SES) prior to and following the redemption. For a more complete discussion of the U.S. federal income tax considerations of a U.S. Holder’s exercise of redemption rights, see “U.S. Federal Income Tax Considerations — U.S. Holders — Effects of U.S. Holders of Exercising Redemption Rights.”

For a description of the tax consequences for Non-U.S. Holders exercising redemption rights in connection with the Business Combination, see the sections entitled “U.S. Federal Income Tax Considerations — Non-U.S. Holders — Effects of Non-U.S. Holders of Exercising Redemption Rights.”

Additionally, because the Domestication will occur immediately prior to the redemption by any public shareholder, U.S. Holders exercising redemption rights will be subject to the potential tax consequences of Section 367(b) of the Code and the tax rules relating to PFICs. The tax consequences of the exercise of redemption rights, including pursuant to Section 367(b) of the Code and the PFIC rules, are discussed more fully below under “U.S. Federal Income Tax Considerations — U.S. Holders.” All holders of our public shares considering exercising their redemption rights are urged to consult their tax advisors on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws.

Q:   What happens to the funds deposited in the trust account after consummation of the Business Combination?

A:   Following the closing of Parent’s initial public offering and the exercise of the underwriters’ over-allotment option, an amount equal to $276,000,000 ($10.00 per unit) of the net proceeds from our initial public offering was placed in the trust account. As of September 30, 2021, funds in the trust account totaled $276,052,152. These funds will remain in the trust account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (i) the completion of a business combination (including the closing of the Business Combination) or (ii) the redemption of all of the public shares if we are unable to complete a business combination by January 6, 2023 (unless such date is extended in accordance with the Current Articles), subject to applicable law.

If our initial business combination is paid for using equity or debt securities or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions or purchases of the public shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of New SES, the payment of principal or interest due on indebtedness incurred in completing our Business Combination, to fund the purchase of other companies or for working capital. See “Summary of the Proxy statement/prospectus— Sources and Uses of Funds for the Business Combination.”

Q:  What happens if a substantial number of the public shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A:   Our public shareholders are not required to vote “FOR” the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the trust account and the number of public shareholders are reduced as a result of redemptions by public shareholders, subject to the satisfaction or waiver of the Minimum Available Parent Cash Amount.

In no event will Parent redeem public shares in an amount that would cause our net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement and the PIPE Financing.

Additionally, as a result of redemptions, the trading market for the New SES Class A common stock may be less liquid than the market for the public shares was prior to consummation of the Business Combination and we may not be able to meet the listing standards for the NYSE or another national securities exchange.

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Q:   What conditions must be satisfied to complete the Business Combination?

A:   The consummation of the Business Combination is conditioned upon, among other things, (i) the approval by the Parent shareholders of the Condition Precedent Proposals being obtained; (ii) the applicable waiting period under the HSR Act relating to the Business Combination having expired or been terminated; (iii) the Minimum Available Parent Cash Amount; and (iv) the New SES common stock to be issued in connection with the Business Combination having been approved for listing on the NYSE. Therefore, unless these conditions are waived by the applicable parties to the Business Combination Agreement, the Business Combination Agreement could terminate and the Business Combination may not be consummated.

For more information about conditions to the consummation of the Business Combination, see “Business Combination Proposal — Conditions to Closing of the Business Combination.”

Q:   When do you expect the Business Combination to be completed?

A:   It is currently expected that the Business Combination will be consummated in the second half of 2021. This date depends on, among other things, the approval of the proposals to be put to Parent shareholders at the extraordinary general meeting. However, such extraordinary general meeting could be adjourned if the Adjournment Proposal is adopted by our shareholders at the extraordinary general meeting and we elect to adjourn the extraordinary general meeting to a later date or dates to consider and vote upon a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates (A) to ensure that any supplement or amendment to the proxy statement/prospectus that the board of directors of Parent has reasonably determined in good faith after consultation with Parent’s outside legal counsel is required by applicable law is disclosed to Parent’s shareholders and for such supplement or amendment to be promptly disseminated to Parent’s shareholders prior to the extraordinary general meeting; (B) if, as of the time for which the extraordinary general meeting is scheduled, there are insufficient Parent ordinary shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the extraordinary general meeting; or (C) in order to solicit additional proxies from shareholders in favor of one or more of the Condition Precedent Proposals. For a description of the conditions to the consummation of the Business Combination, see “Business Combination Proposal — Conditions to Closing of the Business Combination.”

Q:  What happens if the Business Combination is not consummated?

A:   Parent will not complete the Domestication to Delaware unless all other conditions to the consummation of the Business Combination have been satisfied or waived by the parties in accordance with the terms of the Business Combination Agreement. If Parent is not able to consummate the Business Combination with SES nor able to complete another business combination by January 6, 2023, as such date may be extended pursuant to our Current Articles, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Q:   Do I have appraisal rights in connection with the proposed Business Combination and the proposed Domestication?

A:    Neither our shareholders nor our warrant holders have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL.

Q:  What do I need to do now?

A:   We urge you to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety and to consider how the Business Combination will affect you as a shareholder and/or how the Warrant Amendment will affect you as a warrant holder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card(s), as applicable, or, if you hold your shares and/or warrants through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

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Q:  How do I vote?

A:   If you hold your shares or warrants in “street name,” which means your shares or warrants are held of record by a broker, bank or nominee, and were a holder of record of ordinary shares or warrants on      , 2021, the record date for the extraordinary general meeting and/or Warrant Holders Meeting, respectively, you may vote with respect to the proposals in person or virtually at the extraordinary general meeting and/or Warrant Holders Meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. For the avoidance of doubt, the record date does not apply to Parent shareholders or warrant holders that hold their shares or warrants in registered form and are registered as shareholders in Parent’s register of members. All holders of shares or warrants in registered form on the day of the extraordinary general meeting and/or Warrant Holders Meeting are entitled to vote at the extraordinary general meeting and/or Warrant Holders Meeting.

Q:  If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A:   No. If your shares and/or warrants are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares or warrants held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares and/or warrants. If a proposal is determined to be discretionary, your broker, bank or other nominee is permitted to vote on the proposal without receiving voting instructions from you. If a proposal is determined to be non-discretionary (i.e., a “routine” matter), your broker, bank or nominee is not permitted to vote on the proposal without receiving voting instructions from you. A “broker non-vote” occurs when a bank, broker or other nominee holding shares for a beneficial owner does not vote on a non-discretionary proposal because the holder of record has not received voting instructions from the beneficial owner.

We believe that each of the proposals to be voted on at the extraordinary general meeting is a non-discretionary proposal. Since none of the proposals to be voted on at the extraordinary general meeting are “routine” matters for which brokers may have discretionary authority to vote, there can be no broker non-votes at the extraordinary general meeting. Consequently, failure to provide instructions to your bank, broker or other nominee on how to vote will result in your shares not being counted as represented for purposes of establishing a quorum at the extraordinary general meeting.

Q:  When and where will the extraordinary general meeting be held?

A:   The extraordinary general meeting will be held at      ,      Time, on      , 2021, at     located at     , and virtually via live webcast at https://www.cstproxy.com/ivanhoecapital/2021, unless the extraordinary general meeting is adjourned. As part of our precautions regarding COVID-19, we are also planning for the meeting to be held virtually over the Internet. We will post the details for such meeting on our website that will also be filed with the SEC as proxy material. Only shareholders who held ordinary shares of Parent at the close of business on the Record Date will be entitled to vote at the extraordinary general meeting. We plan to announce any such updates in a press release filed with the SEC and on our proxy website at https://www.cstproxy.com/ivanhoecapital/2021, and we encourage you to check this website prior to the meeting if you plan to attend.

Q: When and where will the Warrant Holders Meeting be held?

A:    The Warrant Holders Meeting will be held at     ,      Time, on      , 2021, at        located at        , and virtually via live webcast at https://www.cstproxy.com/ivanhoecapital/2021, unless the Warrant Holders Meeting is adjourned. As part of our precautions regarding COVID-19, we are also planning for the meeting to be held virtually over the Internet. We will post the details for such meeting on our website that will also be filed with the SEC as proxy material. Only shareholders who held warrants of Parent at the close of business on the Record Date will be entitled to vote at the Warrant Holders Meeting. We plan to announce any such updates in a press release filed with the SEC and on our proxy website at https://www.cstproxy.com/ivanhoecapital/2021, and we encourage you to check this website prior to the meeting if you plan to attend.

Q:  Who is entitled to vote at the extraordinary general meeting and Warrant Holders Meeting?

A:   We have fixed      , 2021 as the record date for the extraordinary general meeting and the Warrant Holders Meeting. If you were a shareholder of Parent at the close of business on the record date, you are entitled to vote on matters that come before the extraordinary general meeting. Similarly, if you were a warrant holder of Parent as of the close of business on the record date, you are entitled to vote on matters that come before the Warrant Holders Meeting. However, a shareholder may only vote his or her

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shares and/or warrants if he or she is present in person or is represented by proxy and entitled to vote at the extraordinary general meeting and/or Warrant Holders Meeting.

Q:  How many votes do I have?

A:   Parent shareholders are entitled to one vote at the extraordinary general meeting for each ordinary share held of record as of the record date. As of the close of business on the record date for the extraordinary general meeting, there were 34,500,000 ordinary shares issued and outstanding, of which 27,600,000 were issued and outstanding public shares.

Holders of warrants are entitled to one vote at the Warrant Holders Meeting for each public warrant held of record as of the record date. As of the date of this proxy statement/prospectus, there are 9,200,000 public warrants issued and outstanding.

Q:   What constitutes a quorum?

A:   A quorum of Parent shareholders and warrant holders is necessary to hold a valid meeting. The presence, in person, virtually or by proxy, of the holders of a majority of the outstanding ordinary shares entitled to vote constitutes a quorum at the extraordinary general meeting. A quorum will be present at the Warrant Holders Meeting if a majority of public warrants outstanding and entitled to vote at the Warrant Holders Meeting is represented virtually or by proxy. As of the record date for the extraordinary general meeting, 17,250,001 ordinary shares would be required to achieve a quorum. The Sponsor, who currently owns approximately 20.0% of the issued and outstanding Parent ordinary shares, will count towards this quorum provided they attend the extraordinary general meeting in person or by proxy. As of the record date for the Warrant Holders Meeting,        public warrants would be required to achieve a quorum.

Q:  What vote is required to approve each proposal at the extraordinary general meeting of Parent’s shareholders?

A:   The following votes are required for each proposal at the extraordinary general meeting:

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Each of the Condition Precedent Proposals is conditioned on the approval of the other Condition Precedent Proposals, and if any Condition Precedent Proposal is not approved, then the other Condition Precedent Proposals will have no effect, even if approved by our public shareholders. The Adjournment Proposal is not conditioned upon any other proposal.

As of the record date, Parent had 34,500,000 ordinary shares issued and outstanding. Parent shareholders are entitled to one vote at the extraordinary general meeting for each ordinary share held of record as of the record date. 6,900,000 ordinary shares are subject to the Sponsor Letter Agreement, pursuant to which the Sponsor has agreed to vote all of its shares in favor of the Business Combination. For additional information regarding the Sponsor Letter Agreement, see “Business Combination Proposal — Related Agreements — Sponsor Letter Agreements.”

Assuming all holders that are entitled to vote on such matter vote all of their ordinary shares in person or by proxy, 17,250,001 shares, of which 10,350,001 shares are not subject to the Sponsor Support Agreement, will need to be voted in favor of each of the Business Combination Proposal, the Advisory Charter Proposals, the NYSE Proposal, the Incentive Plan Proposal and the Adjournment Proposal in order to approve each of the Business Combination Proposal, the Advisory Charter Proposals, the NYSE Proposal, the Incentive Plan Proposal and the Adjournment Proposal.

Assuming all holders that are entitled to vote on such matter vote all of their ordinary shares in person or by proxy, 23,000,001 shares, of which 16,100,001 shares are not subject to the Sponsor Support Agreement, will need to be voted in favor of each of the Domestication Proposal and the Organizational Documents Proposals in order to approve the such proposals.

Q:  What will happen if I abstain from voting or fail to vote at the extraordinary general meeting of Parent’s shareholders?

A:  At the extraordinary general meeting, Parent will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, failure to vote or an abstention will not count as a vote cast, and otherwise will have no effect on a particular proposal, except the NYSE Proposal and the Incentive Plan Proposal, for which abstentions will count as votes “against” the proposal.

Q:  What are the recommendations of the Parent Board?

A:   The Parent Board believes that the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting and Warrant Holders Meeting are in the best interest of Parent and its shareholders and warrant holders and unanimously recommends that its shareholders and warrant holders vote “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” the Organizational Documents Proposal, “FOR” each of the separate Advisory Charter Proposals, “FOR” the NYSE Proposal, “FOR” the Incentive Plan Proposal, “FOR” the Director Election Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the extraordinary general meeting, and “FOR” the Warrant Amendment Proposal and “FOR” the Warrant Holders Adjournment Proposal, in each case, if presented to the Warrant Holders Meeting.

The existence of financial and personal interests of one or more of Parent’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Parent and its shareholders and warrant holders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Parent’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal — Interests of Parent’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

Q: What vote is required to approve the Warrant Holder Proposals presented at the Warrant Holders Meeting?

A: The Warrant Amendment Proposal must be approved by 50% of the outstanding public warrants (which represents at least 4,600,000 out of 9,200,000 outstanding public warrants) and, solely with respect to the amendment to the terms of the private placement warrants or any provision of the Warrant Agreement with respect to the private placement warrants set forth in the Warrant Amendment, 50% of the outstanding private placement warrants. The approval of the Warrant Holders Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the holders of warrants present or represented by proxy and entitled to vote at the Warrant Holders Meeting.

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As of the date of this proxy statement/prospectus, there are 9,200,000 public warrants issued and outstanding and 5,013,333 private placement warrants issued and outstanding.

Q:  How does the Sponsor intend to vote its shares and/or warrants?

A:   Unlike some other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, our Sponsor has agreed to vote all of its shares and warrants in favor of all the proposals being presented at the extraordinary general meeting and Warrant Holders Meeting. As of the date of this proxy statement/prospectus, our Sponsor owns 20.0% of the issued and outstanding ordinary shares. Parent does not beneficially own any of the public warrants, and, none of the Sponsor, Parent’s directors, executive officers and affiliates hold public warrants. The Sponsor, an affiliate of Parent, currently holds all of the private placement warrants. The Sponsor intends to approve the Warrant Amendment Proposal by written consent.

At any time at or prior to the Business Combination, during a period when they are not then aware of any material nonpublic information regarding us or our securities, our Sponsor, SES and/or their respective directors, officers, advisors or respective affiliates may purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares or vote their public shares in favor of the Condition Precedent Proposals. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record or beneficial holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our Sponsor, SES and/or their directors, officers, advisors or respective affiliates who have agreed to vote in favor of this transaction purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholder would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that (i) the Business Combination Proposal, the Advisory Charter Proposals, the NYSE Proposal, the Incentive Plan Proposal and the Adjournment Proposal are approved by the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy and entitled to vote at the extraordinary general meeting, (ii) the Domestication Proposal and the Organizational Documents Proposal, is approved by the affirmative vote of a majority of at least two-thirds (2/3) of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy and entitled to vote at the extraordinary general meeting, (iii) otherwise limit the number of public shares electing to redeem their public shares and (iv) New SES’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) being at least $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement and the PIPE Financing.

If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved. We will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the extraordinary general meeting or the redemption threshold.

Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

Q:  Why is Parent proposing the Incentive Plan Proposal?

A:   The purpose of the Equity Incentive Plan is to provide eligible employees, directors and consultants of Parent the opportunity to receive stock-based incentive awards in order to encourage such persons to contribute materially to the growth of Parent and align their economic interests with those of its stockholders. NYSE Listing Rule 5635(c) requires stockholder approval of certain equity compensation plans. Accordingly, we are proposing the Incentive Plan Proposal to request such stockholder approval of the Equity Incentive Plan. In addition, pursuant to the Business Combination Agreement, approval of the Incentive Plan Proposal is a condition to consummation of the Transactions.

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Q:  What happens if I sell my Parent ordinary shares before the extraordinary general meeting?

A:   The record date for the extraordinary general meeting is earlier than the date of the extraordinary general meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your public shares after the applicable record date, but before the extraordinary general meeting, unless you grant a proxy to the transferee, you will retain your right to vote at the extraordinary general meeting.

Q:  May I change my vote after I have mailed my signed proxy card?

A:   Yes. Shareholders may send a later-dated, signed proxy card to our secretary at our address set forth below so that it is received prior to the vote at the extraordinary general meeting (which is scheduled to take place on        , 2021) or attend the extraordinary general meeting in person and vote. Shareholders also may revoke their proxy by sending a notice of revocation to our secretary, which must be received prior to the vote at the extraordinary general meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

Q:  What happens if I fail to take any action with respect to the extraordinary general meeting?

A:   If you fail to vote with respect to the extraordinary general meeting and the Business Combination is approved by shareholders and the Business Combination is consummated, you will become a stockholder of New SES. If you fail to vote with respect to the extraordinary general meeting and the Business Combination is not approved, you will remain a shareholder of Parent. However, if you fail to vote with respect to the extraordinary general meeting, you will nonetheless be able to elect to redeem your public shares in connection with the Business Combination.

Q: What will happen if I abstain from voting or fail to vote at the Warrant Holders Meeting?

A: At the Warrant Holders Meeting, Parent will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, failure to vote or an abstention will not count as a vote cast at the Warrant Holders Meeting, and will have no effect on the Warrant Holder Adjournment Proposal, if presented.

Q:  What should I do if I receive more than one set of voting materials?

A:   Shareholders and warrant holders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares and or/warrants in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares or warrants. If you are a holder of record and your shares or warrants are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your ordinary shares and/or warrants.

Q:  Who will solicit and pay the cost of soliciting proxies for the extraordinary general meeting and Warrant Holders Meeting?

A:   Parent will pay the cost of soliciting proxies for the extraordinary general meeting and Warrant Holders Meeting. Parent has engaged Morrow Sodali LLC, as proxy solicitor (“Morrow”) to assist in the solicitation of proxies for the extraordinary general meeting and Warrant Holders Meeting. Parent has agreed to pay Morrow a fee of $30,000, plus disbursements, and will reimburse Morrow for its reasonable out-of-pocket expenses and indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. Parent will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Class A ordinary shares and/or warrants for their expenses in forwarding soliciting materials to beneficial owners of Class A ordinary shares and/or warrants and in obtaining voting instructions from those owners. Parent’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

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Q:  Where can I find the voting results of the extraordinary general meeting and Warrant Holders Meeting?

A:   The preliminary voting results will be announced at the extraordinary general meeting and Warrant Holders Meeting. Parent will publish final voting results of the extraordinary general meeting and Warrant Holders Meeting in a Current Report on Form 8-K within four business days after the extraordinary general meeting and Warrant Holders Meeting.

Q:  What happens if I sell my Parent warrants prior to the record date for the Warrant Holders Meeting?

A:   The record date for the Warrant Holders Meeting is         , 2021. If you transfer your warrants after the record date, unless the transferee obtains from you a proxy to vote as to those warrants, you will retain your right to vote on Warrant Holder Proposals. If you transfer your warrants prior to the record date, you will have no right to participate in the Warrant Holders Meeting.

Q:  What happens to the Business Combination if the Warrant Amendment is not approved?

A:   The success or failure of the adoption of the Warrant Amendment will have no effect on the completion of the Business Combination or the Proposals. Adoption of the Warrant Amendment is not a condition to the Business Combination or the Proposals.

Q:  Who can help answer my questions?

A:   If you have questions about the Business Combination or if you need additional copies of the proxy statement /prospectus or the enclosed proxy card you should contact:

Morrow Sodali LLC

470 West Avenue

Stamford CT 06902

Individuals call toll-free: (800) 662-5200

Banks and brokers call: (203) 658-9400

Email: IVAN.info@investor.morrowsodali.com

You also may obtain additional information about Parent from documents filed with the SEC by following the instructions in the section entitled ”Where You Can Find More Information; Incorporation by Reference.” If you are a holder of public shares and you intend to seek redemption of your public shares, you will need to deliver your share certificates (either physically or electronically) to Continental, Parent’s transfer agent, at the address below prior to the extraordinary general meeting. Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on        , 2021 (two business days before the scheduled dated of the extraordinary general meeting) in order for their shares to be redeemed. If you have questions regarding the certification of your position or delivery of your share certificates, please contact:

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attention: Mark Zimkind

E-mail: mzimkind@continentalstock.com

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