SES AI Corp — Director's Dealing 2021

Jan 7, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Ivanhoe Capital Acquisition Corp. (IVAN)
CIK: 0001819142
Period of Report: 2021-01-06

Reporting Person: Ivanhoe Capital Sponsor LLC (10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Ordinary Shares	$		Class A Ordinary Shares (6900000)		Direct

Footnotes

F1: The Class B ordinary shares are convertible for the Issuer's Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-251493) (the "Registration Statement") and have no expiration date. The Class B ordinary shares beneficially owned by the Reporting Person include up to 900,000 Class B ordinary shares subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Registration Statement.

F2: This Form 3 is being filed by Ivanhoe Capital Sponsor LLC (the "Sponsor"). The Sponsor is governed by a board of managers consisting of three managers, Robert Friedland, Andrew Boyd and Gary Gartner. Any action by the Sponsor with respect to the Issuer's securities held by it, including voting and dispositive decisions, requires at least a majority vote of the managers of the board of managers. Under the so-called "rule of three," because voting and dispositive decisions are made by a majority of the managers, none of the managers is deemed to be a beneficial owner of Issuer's securities held by the Sponsor, even those in which such manager holds a pecuniary interest. Accordingly, none of the managers on the Sponsor's board of managers is deemed to have or share beneficial ownership of the Class B Ordinary Shares held by the Sponsor.