SES AI Corp

ed time period. ​ SES AI Corporation (the “Company”) is unable to complete the preparation of its Annual Report on Form 10-K and its audit for the fiscal year ended December 31, 2022 (the “Form 10-K”) in a timely matter. ​ The Company became a “large accelerated filer” and lost its status as an “emerging growth company” as of December 31, 2022. As a result, the Company is required to comply with certain requirements of Section 404 of the Sarbanes-Oxley Act of 2002 for the first time and has a shortened deadline to file the Form 10-K of 60 days rather than 90 days after December 31, 2022. Additionally, although the Company’s current year assessment of internal control over financial reporting is not yet complete, like in its annual report for the 2021 fiscal year, the Company expects to report one or more material weaknesses in its internal control over financial reporting as of December 31, 2022, which has further delayed the completion of the Form 10-K. ​ The Company is working diligently to complete its Annual Report on Form 10-K as soon as possible. However, the Company is not able to file its annual report on Form 10-K by the prescribed due date of March 1, 2023, and cannot eliminate the reasons causing the inability to file timely without unreasonable effort or expense. ​

Ivanhoe Capital Acquisition Corp. (the “Company”) has determined that it is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2021 (the “Q2 2021 Form 10-Q”) by the prescribed due date due to the fact that the Company was unable to finalize its financial results without unreasonable expense or effort. As a result, the Company could not solicit and obtain the necessary review of the Form 10-Q in a timely fashion prior to the due date of the report. Furthermore, the Company could not timely file its Form 10-Q because the XBRL process for the financial statements of the Form 10-Q could not be completed in sufficient time prior to the due date of the report. The Company is working diligently to complete the Q2 2021 Form 10-Q as soon as possible and expects to file such report as soon as practicable

Ivanhoe Capital Acquisition Corp. (the “Company”) has determined that it is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021 (the “Q1 2021 Form 10-Q”) by the prescribed due date for the reasons described below. On April 12, 2021, the Staff of the U.S. Securities and Exchange Commission (the “SEC”) issued the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”), which clarified guidance for all SPACs regarding the accounting and reporting for their warrants. Following review of the SEC Statement, the Company reevaluated the accounting treatment of its public warrants and private placement warrants (collectively, the “Warrants”) as equity, and concluded that, based on the SEC Statement, the Warrants should be, and should previously have been, classified as a liability measured at fair value, with non-cash fair value adjustments recorded in earnings at each reporting period. The Company is currently determining the extent of the SEC Statement’s impact on its financial statements, including the financial statements as of and for the fiscal quarter ended March 31, 2021 included in the Q1 2021 Form 10-Q (the “Q1 2021 Financials”). The Company is working diligently to complete the Q1 2021 Form 10-Q as soon as possible; however, given the scope of the process for determining the appropriate treatment of the Warrants in accordance with the SEC Statement, the Company is unable to complete and file the Q1 2021 Form 10-Q by the required due date of May 17, 2021 without unreasonable effort and expense. The Company expects to file such report as soon as practicable