SecProbe.io

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 SES AI Corporation 35 Cabot Road Woburn, MA 01801 ​ May 1, 2026 ​ VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Sarah Sidwell Re:   SES AI Corporation (CIK No. 0001819142) Registration Statement on Form S-3 (File No. 333-295320) ​ Ladies and Gentlemen: Pursuant to Rule 461 of the rules and regulations promulgated under the Securities Act of 1933, as amended, SES AI Corporation respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so that it will be declared effective by 9:00 a.m. Eastern Standard Time on May 5, 2026, or as soon thereafter as practicable. Should you have any questions regarding this letter, please do not hesitate to contact Scott Levi at (212) 819-8320 of White & Case LLP, counsel to the Company. [ Signature Page Follows ] ​ Sincerely, SES AI CORPORATION By: /s/ Kyle Pilkington Name:  Kyle Pilkington Title: Chief Legal Officer ​

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 1, 2026

Qichao Hu
Chief Executive Officer
SES AI Corp
35 Cabot Road
Woburn, MA 01801

 Re: SES AI Corp
 Registration Statement on Form S-3
 Filed on April 24, 2026
 File No. 333-295320
Dear Qichao Hu:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Sarah Sidwell at 202-551-4733 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Scott Levi
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
April 26, 2023
Qichao Hu
Chief Executive Officer
SES AI Corporation
35 Cabot Road
Woburn, MA 01801
Re:SES AI Corporation
Registration Statement on Form S-3
Filed April 25, 2023
File No. 333-271423
Dear Qichao Hu:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Patrick Fullem at (202) 551-8337 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Scott Levi

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SES AI Corporation

35 Cabot Road

Woburn, MA 01801

April 26, 2023

VIA EDGAR

U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Patrick Fullem

Re: SES AI Corporation (CIK No. 0001819142)

Registration Statement on Form S-3 (File No. 333-271423)

Ladies and Gentleman:

Pursuant to Rule 461 of the rules and regulations promulgated under the Securities Act of 1933, as amended, SES AI Corporation respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so that it will be declared effective by 9:00 a.m. Eastern Standard Time on April 28, 2023, or as soon thereafter as practicable.

Should you have any questions regarding this letter, please do not hesitate to contact Joel Rubinstein at (212) 819-7642, Scott Levi at (212) 819-8320 or Melinda Anderson at (212) 819-7002 of White & Case LLP, counsel to the Company.

[Signature Page Follows]

​

​

 ​

 ​

​

 Sincerely,

​

 ​

 ​

​

 SES AI CORPORATION

​

 ​

 ​

​

 By:

 /s/ Jing Nealis

​

 Name:

 Jing Nealis

​

 Title:

 Chief Financial Officer

​

CORRESP
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CORRESP

 SES AI CORPORATION

35 Cabot Road

 Woburn, MA 01801

 April 25, 2022

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

 Attention: Patrick Fullem and Geoffrey Kruczek

Re:
 SES AI Corporation (CIK No. 0001819142)

Registration Statement on Form S-1/A (File
No. 333-262726)

 Ladies and Gentleman:

Pursuant to Rule 461 of the rules and regulations promulgated under the Securities Act of 1933, as amended, SES AI Corporation respectfully
requests that the effective date of the above-referenced Registration Statement be accelerated so that it will be declared effective by 4:00 p.m. Eastern Standard Time on April 27, 2022, or as soon thereafter as practicable.

Should you have any questions regarding this letter, please do not hesitate to contact Jonathan Rochwarger at (212) 819-7643 or Scott Levi at (212) 819-8320 of White & Case LLP, counsel to the Company.

[Signature Page Follows]

Sincerely,

SES AI CORPORATION

By:

/s/ Jing Nealis

Name:

Jing Nealis

Title:

Chief Financial Officer

 Signature Page to Acceleration Request (SES AI Corporation)

CORRESP
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CORRESP

 April 12, 2022

VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Energy & Transportation

100 F Street NE

 Washington, D.C. 20549

Attn:   Patrick Fullem and Geoffrey Kruczek

White & Case LLP

 1221 Avenue of the Americas

New York, NY 10020-1095

 T +1 212 819 8200

 whitecase.com

Re:

 SES AI Corporation

 Registration
Statement on Form S-1

 Filed February 14, 2022

File No. 333-262726

 Dear Messrs. Fullem and Kruczek:

On behalf of our client, SES AI Corporation, a Delaware corporation (the “Company”), we are writing to submit the
Company’s responses to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”) with respect to the
above-referenced Registration Statement on Form S-1 (“Registration Statement”), contained in the Staff’s letter dated April 5, 2022 (the “Comment
Letter”).

 The Company has revised the Registration Statement in response to the Comment Letter and is submitting via EDGAR
concurrently with this letter its Amendment No. 1 to the Registration Statement on Form S-1 (“Amendment No. 1”), which reflects the Company’s
responses to the comments received by the Staff and certain updated financial and other information. For ease of reference, each of the comments contained in the Comment Letter is printed below in bold and is followed by the Company’s response.
All page references in the responses set forth below refer to page numbers in Amendment No. 1. Capitalized terms used but not defined herein shall have the meanings set forth in Amendment No. 1.

Registration Statement on Form S-1 filed February 14, 2022

Cover Page

1.
 For each of the shares and warrants being registered for resale, disclose the price that the selling
securityholders paid for such shares and warrants.

 Response: The Company respectfully submits that the
requested information is not required to be disclosed under Form S-1, Item 501 of Regulation S-K, other rules of the Commission or existing Staff guidance, and that this information is not material to
investors. In addition, the Company notes that the disclosure of such information on the cover page (or elsewhere in the prospectus) is not customary in registration statements. Nevertheless, as indicated in the Company’s responses to Comments
4 and 8 below, the Company has added disclosure on pages vi, v and 36 of Amendment No. 1 to reflect the purchase price paid by the Sponsor for its shares and private placement warrants and notes that the price paid by the PIPE Investors is included
on pages v, 40, 49, 76 and 105 of Amendment No. 1.

 United States Securities and Exchange Commission

April 12, 2022

2.
 Disclose the exercise price(s) of the warrants compared to the market price of the underlying security. If
the warrants are out the money, please disclose the likelihood that warrant holders will not exercise their warrants. Provide similar disclosure in the prospectus summary, risk factors, MD&A and use of proceeds section and disclose that cash
proceeds associated with the exercises of the warrants are dependent on the stock price. As applicable, describe the impact on your liquidity and update the discussion on the ability of your company to fund your operations on a prospective basis
with your current cash on hand.

 Response: The Company has revised the disclosure on the cover page and pages
5, 35, 38 and 69 of Amendment No. 1 to clarify that the Company’s warrants are not currently in the money and that the Company does not expect the warrantholders to exercise their warrants if such warrants are not in the money, and has
updated the discussions on the Company’s liquidity and ability to fund its operations on pages 69, 71 and 76-77 of Amendment No. 1 accordingly.

3.
 We note the significant number of redemptions of your Class A common stock in connection with your
business combination and that the shares being registered for resale will constitute a considerable percentage of your public float. Highlight the significant negative impact sales of shares on this registration statement could have on the public
trading price of the Class A common stock.

 Response: The Company has revised the disclosure on the cover
page and pages 3, 36 and 69 of Amendment No. 1 to highlight the negative impact sales of shares under the Registration Statement could have on the public trading price of the Company’s Class A common stock.

Risk Factors, page 7

4.
 Include an additional risk factor highlighting the negative pressure potential sales of shares pursuant to
this registration statement could have on the public trading price of the Class A common stock. To illustrate this risk, disclose the purchase price of the securities being registered for resale and the percentage that these shares currently
represent of the total number of shares outstanding. Also disclose that even though the current trading price is at or significantly below the SPAC IPO price, the private investors have an incentive to sell because they will still profit on sales
because of the lower price that they purchased their shares than the public investors.

 Response: The Company
has revised a related risk factor on page 36 of Amendment No. 1 to highlight the negative pressure potential sales of shares pursuant under the Registration Statement could have on the public trading price of the Company’s Class A
common stock. The Company has included disclosure in the risk factor reflecting the purchase price paid by the Sponsor for its shares and private placement warrants and that the Sponsor may have an incentive to sell because of the lower price paid
by it for such securities than public investors. The Company notes that as disclosed on pages v, 40, 49, 76 and 105 of Amendment No. 1, the PIPE Investors paid $10 per share, which is higher than the current trading price of the Company’s Class
A common stock. The Company respectfully advises that it has not provided the prices that the other Selling Securityholders paid for their securities because the Company does not believe that such information is required to be disclosed under Form S-1, Regulation S-K, other rules of the Commission or existing Staff guidance, or that this information is material to investors. In addition, the Company notes that
disclosure of such information is not customary in registration statements.

 2

 United States Securities and Exchange Commission

April 12, 2022

 Management’s Discussion and Analysis

Overview, page 70

5.
 Please expand your discussion here to reflect the fact that this offering involves the potential sale of a
substantial portion of shares for resale and discuss how such sales could impact the market price of the company’s common stock.

Response: The Company has revised the disclosure on page 69 of that Amendment No. 1 to reflect the fact that the offering under the
Registration Statement involves the potential sale of a substantial portion of shares for resale, and that such sales could impact the market price of the Company’s Class A common stock.

Management’s Discussion and Analysis

 Capital
Needs, page 72

6.
 Please revise to update your disclosures throughout the filing and address areas that appear to need
updating or that present inconsistencies. Non-exclusive examples of areas where disclosure should be updated are as follows. You state “Following the Business Combination and assuming... no redemption at
closing...” This statement should be updated given that the Business Combination has been completed. Likewise, your disclosure on page 79 refers to the Business Combination and redemptions as if they have not yet occurred and your disclosure on
page 36 refers to future resales. We also note the topics in the letter to shareholders dated March 15, 2022.

Response: The Company has revised the disclosure throughout Amendment No. 1 to reflect the closing of the Business Combination, and the
Company has updated the disclosure on pages 10, 66, 71 and 76 to reflect certain information included in the letter to shareholders dated March 15, 2022.

Management’s Discussion and Analysis

 Liquidity
and Capital Resources, page 78

7.
 In light of the significant number of redemptions and the unlikelihood that the company will receive
significant proceeds from exercises of the warrants because of the disparity between the exercise price of the warrants and the current trading price of the Class A common stock, expand your discussion of capital resources to address any
changes in the company’s liquidity position since the business combination. If the company is likely to have to seek additional capital, discuss the effect of this offering on the company’s ability to raise additional capital.

 Response: The Company has added a “Recent Developments” section on page 68 of Amendment No. 1 and
also updated the disclosure on pages 71 and 76-77 of Amendment No. 1 to address the changes in the Company’s liquidity position since the Business Combination. The Company has also included disclosure in the “Recent Developments”
section regarding the effect that the offering of the Class A common stock under the Registration Statement may have on the Company’s ability to raise additional capital.

 3

 United States Securities and Exchange Commission

April 12, 2022

 General

8.
 Revise your prospectus to disclose the price that each selling securityholder paid for the shares and/or
warrants being registered for resale. Highlight any differences in the current trading price, the prices that the Sponsor, private placement investors, PIPE investors, and other selling securityholders acquired their shares and warrants, and the
price that the public securityholders acquired their shares and warrants. Disclose that while the Sponsor, private placement investors, PIPE investors, and other selling securityholders may experience a positive rate of return based on the current
trading price, the public securityholders may not experience a similar rate of return on the securities they purchased due to differences in the purchase prices and the current trading price. Please also disclose the potential profit the selling
securityholders will earn based on the current trading price. Lastly, please include appropriate risk factor disclosure.

Response: As indicated in the Company’s response to Comment 4 above, the Company has updated the risk factor on page 36 (and also
added several cross references to such risk factor throughout the prospectus) of Amendment No. 1 to address the difference in the rate of return the Sponsor will earn compared to the public securityholders. The Company has also revised the
disclosure on pages iv and v of Amendment No. 1 and in the updated risk factor to provide the price the Sponsor paid for its shares and private placement warrants. The Company has also revised the disclosure on page v of Amendment No. 1 to
provide the purchase price paid by the PIPE Investors and notes that such price is already disclosed on pages 40, 49, 76 and 105 of Amendment No. 1. As discussed in the responses above, the Company has not provided the price that the other
Selling Securityholders paid for their securities because the Company does not believe that this information is required to be disclosed under Form S-1, Regulation S-K,
the other rules of the Commission or existing Staff guidance, or that this information is material to investors. The Company does not believe that the fact that it was formerly a SPAC alters this conclusion. In addition, the disclosure of such
information is not customary in registration statements.

 * * *

Please do not hesitate to contact either Joel Rubinstein at (212) 819-7642, Jonathan Rochwarger at (212) 819-7643 or Sarah Ross at (212) 819-7637 of White & Case LLP with any questions or comments regarding this letter.

 Sincerely,

 /s/ White & Case LLP

cc:
 Jing Nealis, SES AI Corporation

 Joanne Ban, SES AI Corporation

 4

United States securities and exchange commission logo
April 5, 2022
Jing Nealis
Chief Financial Officer
SES AI Corporation
35 Cabot Road
Woburn, MA 01801
Re:SES AI Corporation
Registration Statement on Form S-1
Filed February 14, 2022
File No. 333-262726
Dear Ms. Nealis:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed February 14, 2022
Cover Page
1.For each of the shares and warrants being registered for resale, disclose the price that the
selling securityholders paid for such shares and warrants.
2.Disclose the exercise price(s) of the warrants compared to the market price of the
underlying security. If the warrants are out the money, please disclose the likelihood that
warrant holders will not exercise their warrants. Provide similar disclosure in the
prospectus summary, risk factors, MD&A and use of proceeds section and disclose that
cash proceeds associated with the exercises of the warrants are dependent on the stock
price. As applicable, describe the impact on your liquidity and update the discussion on
the ability of your company to fund your operations on a prospective basis with your
current cash on hand.

 FirstName LastNameJing Nealis
 Comapany NameSES AI Corporation
 April 5, 2022 Page 2
 FirstName LastNameJing Nealis
SES AI Corporation
April 5, 2022
Page 2
3.We note the significant number of redemptions of your Class A common stock in
connection with your business combination and that the shares being registered for resale
will constitute a considerable percentage of your public float. Highlight the significant
negative impact sales of shares on this registration statement could have on the public
trading price of the Class A common stock.
Risk Factors, page 7
4.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of the
Class A common stock. To illustrate this risk, disclose the purchase price of the securities
being registered for resale and the percentage that these shares currently represent of the
total number of shares outstanding. Also disclose that even though the current trading
price is at or significantly below the SPAC IPO price, the private investors have an
incentive to sell because they will still profit on sales because of the lower price that they
purchased their shares than the public investors.
Management's Discussion and Analysis
Overview, page 70
5.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock.
Management's Discussion and Analysis
Capital Needs, page 72
6.Please revise to update your disclosures throughout the filing and address areas that
appear to need updating or that present inconsistencies. Non-exclusive examples of areas
where disclosure should be updated are as follows.  You state "Following the Business
Combination and assuming... no redemption at closing..."  This statement should be
updated given that the Business Combination has been completed.  Likewise, your
disclosure on page 79 refers to the Business Combination and redemptions as if they have
not yet occurred and your disclosure on page 36 refers to future resales.  We also note the
topics in the letter to shareholders dated March 15, 2022.
Management's Discussion and Analysis
Liquidity and Capital Resources, page 78
7.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of the Class A
common stock, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination. If the company is likely to
have to seek additional capital, discuss the effect of this offering on the company’s ability

 FirstName LastNameJing Nealis
 Comapany NameSES AI Corporation
 April 5, 2022 Page 3
 FirstName LastName
Jing Nealis
SES AI Corporation
April 5, 2022
Page 3
to raise additional capital.
General
8.Revise your prospectus to disclose the price that each selling securityholder paid for the
shares and/or warrants being registered for resale. Highlight any differences in the current
trading price, the prices that the Sponsor, private placement investors, PIPE investors, and
other selling securityholders acquired their shares and warrants, and the price that the
public securityholders acquired their shares and warrants. Disclose that while the Sponsor,
private placement investors, PIPE investors, and other selling securityholders may
experience a positive rate of return based on the current trading price, the public
securityholders may not experience a similar rate of return on the securities they
purchased due to differences in the purchase prices and the current trading price. Please
also disclose the potential profit the selling securityholders will earn based on the current
trading price. Lastly, please include appropriate risk factor disclosure.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Patrick Fullem at (202) 551-8337 or Geoffrey Kruczek at (202) 551-3641
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Scott Levi

United States securities and exchange commission logo
February 23, 2022
Jing Nealis
Chief Financial Officer
SES AI Corporation
35 Cabot Road
Woburn, MA 01801
Re:SES AI Corporation
Registration Statement on Form S-1
Filed February 14, 2022
File No. 333-262726
Dear Ms. Nealis:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Patrick Fullem at (202) 551-8337 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Scott Levi

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Ivanhoe Capital Acquisition Corp.

1177 Avenue of Americas, 5th Floor

New York, NY 10026

January 5, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attention: Melissa Gilmore

                                                                                Thomas Jones

                                                                                Erin Purnell

                                                                                Jean Yu

 Re: Ivanhoe Capital Acquisition Corp.

Registration Statement on Form S-4

File No. 333-258691

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, Ivanhoe Capital Acquisition Corp. (the “Company”) hereby requests acceleration of the
effective date of the above referenced Registration Statement to 4:00 p.m., Eastern Time, on January 7, 2022, or as soon thereafter
as practicable, or at such other time as the Company or its outside counsel, Kirkland & Ellis LLP, request by telephone that
such Registration Statement be declared effective.

Please contact Debbie Yee, of Kirkland &
Ellis LLP, special counsel to the Company, at (713) 836-3630, as soon as the Registration Statement has been declared effective, or if
you have any other questions or concerns regarding this matter.

    Sincerely,

    /s/ Robert Friedland

    Robert Friedland

    Chief Executive Officer

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Ivanhoe Capital Acquisition Corp.

1177 Avenue of Americas

5th Floor

New York, NY 10026

December 21, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

Attention: Melissa Gilmore

  Thomas Jones

  Erin Purnell

  Jean Yu

 Re: Ivanhoe Capital Acquisition Corp.

Amendment No. 3 to Registration Statement on Form S-4

Filed November 16, 2021

File No. 333-258691

Ladies and Gentlemen:

This letter sets forth the
responses of Ivanhoe Capital Acquisition Corp. (“we” or the “Company”) to the oral
comments made by the staff of the Division of Corporation Finance (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) on December 1, 2021 with respect to the above-referenced Amendment No.
3 to Registration Statement on Form S-4 (the “Registration Statement”). Concurrently with the submission of
this letter, the Company is publicly filing Amendment No. 4 to the Registration Statement (the “Revised Registration Statement”).
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Revised Registration Statement.
For the convenience of the Staff, we have reproduced the Staff’s comment in bold, italicized text and have followed such comment
with the Company’s response.

Oral Comments

1.             Per the Company’s disclosure in the Registration Statement, the Company is soliciting the vote of the holders of the Company’s
public and private placement warrants to approve an amendment and restatement of the Warrant Agreement to implement certain changes that
are intended to result in such warrants being accounted for as equity within the balance sheet of the Company. The Company does not include
the impact of the Warrant Amendment in the unaudited pro forma condensed combined financial information of the Company. Please advise
as to why the impact of the Warrant Amendment is not disclosed in the unaudited pro forma condensed combined financial information of
the Company.

RESPONSE:

Pursuant to Section
11-01(a)(8) of Regulation S-X, a registrant must include pro forma financial information with respect to a transaction if, among other
things, the consummation of such transaction is probable. The Company respectfully advises the Staff that the Company does not believe
that the pro forma financial statements should give effect to the Warrant Amendment as the approval of the Warrant Amendment is not probable.
As disclosed in the Registration Statement, the Warrant Amendment requires the vote or written consent of holders of at least 50% of then
outstanding public warrants and, solely with respect to the amendments in the Warrant Amendment to the terms of the private placement
warrants or any provision of the Parent Warrant Agreement, 50% of the outstanding private placement warrants. The warrants are held of
record by more than 500 holders (approximately half of whom hold less than 1,000 warrants), and the Company does not have any commitments,
binding or non-binding, from any such warrant holders to vote for or consent to the Warrant Amendment. Further, the closing of the Business
Combination is not conditioned on the approval of the Warrant Amendment. Accordingly, the Company does not believe that inclusion of the
impact of the Warrant Amendment in the pro forma financial information of the Company is required under Regulation S-X.

2.             It is not clear from the disclosure included in the Company’s Quarterly Report for the period ended March 31, 2021 and the
disclosure included in the First Amendment to the Company’s Quarterly Report for the period ended September 30, 2021, that the Company’s
classification of the Company’s warrants as components of equity instead of as derivative liabilities in the Company’s January
11, 2021 audited closing balance sheet constituted a material weakness in the Company’s January 11, 2021 audited closing balance
sheet. Please advise as to whether such classification constituted a material weakness in the Company’s January 11, 2021 audited
closing balance sheet.

RESPONSE:

The Company acknowledges
the Staff's comment and respectfully advises the Staff that respectfully advises the Staff that classification of the Company’s
warrants as components of equity instead of as derivative liabilities constituted a material weakness in the Company’s January
11, 2021 audited closing balance sheet filed with the Current Report on Form 8-K filed with the Commission on January 15, 2021 (the "IPO
Balance Sheet 8-K"). The Company filed an amendment to the IPO Balance Sheet 8-K on December 21, 2021, which clarified and disclosed the material weakness and provided
a restatement of the January 11, 2021 audited closing balance sheet. The Company has added disclosure to page 91 of the Revised Registration Statement to
include a risk factor concerning the material weakness relating to the Company's classification of the Company's warrants as components
of equity instead of as derivative liability and the material weakness relating to the Company's classification of a portion of its Class
A ordinary shares in permanent equity rather than temporary equity. In addition, the Company commits to prospectively clarify the disclosure
concerning the material weakness on account of the classification of the warrants in the Company’s Annual Report on Form 10-K for
the year ended December 31, 2021.

      2

3.          We
note your response comment to prior comment 3. Please reconcile the disclosure on pg. 224 of the Registration Statement that you “…expect
to complete [your] Pilot Facility by 2023, which [you] expect to be 100% SES-owned and operated… followed by a 10 GWh joint venture
plant that [you] expect to be operational in 2025 and that will ramp up to 30 GWh by 2027 ([the] Expansion I Facility), which [you] expect
to be located in the United States” with your response to prior comment 3 that “[w]hile the Shanghai 1 GWh pilot facility
is being built during 2022 and 2023, SES expects to concurrently ramp up its battery development and commercial mass-production manufacturing
capabilities in the United States.”

RESPONSE:

The Company acknowledges the Staff's comment and advises the Staff that the Company has revised the disclosure on page 239
of the Revised Registration Statement to reflect that SES  plans to concurrently develop the Expansion I Facility.

We respectfully request the
Staff’s assistance in completing the review of the Revised Registration Statement as soon as possible. Please contact Debbie P.
Yee, P.C. of Kirkland & Ellis LLP at (713) 836-3630, Sean T. Wheeler, P.C. of Kirkland & Ellis LLP at (713) 836-3427 or Joel Rubinstein
of White & Case LLP at (212) 819-7642 with any questions or further comments regarding the responses to the Staff’s comments.

    Sincerely,

    IVANHOE CAPITAL ACQUISITION
    CORP.

    By:
    /s/ Andrew Boyd

    Name: Andrew Boyd

    Title: Chief Investment Officer

    Enclosures

    cc:
    Debbie P. Yee (Kirkland & Ellis LLP)

    Sean
T. Wheeler (Kirkland & Ellis LLP)

    Joel Rubinstein (White &
Case LLP)

      3

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Ivanhoe Capital Acquisition Corp.

1177 Avenue of Americas

5th Floor

New York, NY 10026

November 16, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

Attention: Melissa Gilmore

  Thomas Jones

  Erin Purnell

  Jean Yu

 Re: Ivanhoe Capital Acquisition Corp.

Amendment No. 2 to Registration Statement on Form S-4

Filed October 22, 2021

File No. 333-258691

Ladies and Gentlemen:

This letter sets forth the
response of Ivanhoe Capital Acquisition Corp. (the “Company” or “Ivanhoe”) to the
comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission
set forth in your letter dated November 5, 2021, with respect to the above-referenced Amendment No. 2 to Registration Statement
on Form S-4 (the “Registration Statement”). Concurrently with the submission of this letter, the Company
is publicly filing Amendment No. 3 to the Registration Statement (the “Revised Registration Statement”).
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Revised Registration Statement.
Set forth below is the Company’s response to the Staff’s comments. For the Staff’s convenience, the Company has incorporated
your comments into this response letter in italics.

Amendment No. 2 to Registration Statement on Form S-4
filed October 22, 2021

2021 Unaudited Pro Forma Condensed Combined Financial Information
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations, page 110

 1. Staff’s Comment:

You disclose in footnote (F) that
$18.7 million of the proceeds from the PIPE Financing has been recorded as a strategic premium from a strategic investor and treated for
accounting purposes as a payment for research and development efforts in the pro forma condensed combined balance sheet. We further note
from your disclosure that New SES will amortize the strategic premium liability over the estimated period of the development agreement
with the investor which is 2.5 years and that amortization of the strategic premium has been reflected as an offset to research and development
expense in the pro forma income statements (Note BB). However, your presentation does not appear to include any pro forma adjustments
to give effect to the related research and development costs that will be incurred from the activities under the JDA. In this regard,
we note from your response to comment 11, the strategic investor will have contractual rights to the benefits of the Strategic Premium
and that you are fully responsible for all costs incurred from the activities under the JDA. Please advise us as to why you have not included
the related research and developments costs or revise your pro forma income statement to give effect to such costs, accordingly.

RESPONSE:

In response to the Staff’s
comment, the Company has revised the transaction accounting adjustments to the unaudited pro forma condensed combined statements of operations
to include the costs to be incurred by SES in fulfilling its obligations under the JDA with the strategic investor. Footnote (BB) on page 121
of the Revised Registration Statement has been revised to note the amount of research and development costs SES expects to incur from
the activities under the JDA during the pro forma period.

The Staff is advised that
at the time of submission of the Revised Registration Statement SES is not certain of the timing of the spend under the JDA and as such,
for the limited purpose of determining the adjustment for the unaudited pro forma condensed combined financial information, the estimated
costs under the JDA are assumed to be incurred ratably over the development period consistent with the straight-line amortization assumption
of the strategic premium liability.

Existing JDAs, page 223

 2. Staff’s Comment:

We note the disclosure in this section
that the JDAs also do not prohibit GM, Hyundai or SES from entering into additional agreements with other third parties. Please disclose,
if applicable, the extent to which GM and Hyundai have entered into such agreements with other third parties regarding battery cells.

RESPONSE:
The Company acknowledges the Staff’s comment and advises the Staff that the Company has added additional disclosure on page 239
of the Revised Registration Statement to state that, to its knowledge, SES is not aware of any similar JDAs being entered into by either
of GM or Hyundai for the development of A-Sample Li-Metal batteries.

    2

General

 3. Staff’s Comment:

We note the conclusions in your letter
dated October 22, 2021 that the "majority of SES’s operations are conducted outside of China, and the majority of the
post-business combination combined company’s operations will not be in China." We are unable to agree with these conclusions
at this time given the information provided in your letter and your disclosure in the amendment. Regarding the "majority of SES’s
operations are conducted outside of China," we note that you mention in the letter that the operations currently conducted by SES
in China, through its subsidiary SolidEnergy Systems (Shanghai) Co., Ltd., are limited to research and development. However, it is
unclear how you concluded that a majority of operations are conducted outside of China in view of your disclosure on page 224 that
over 80% of your employees are engaged in research and development and related functions. Regarding your conclusion that the "majority
of the post-business combination combined company’s operations will not be in China," the timeframe in which the majority of
operations will not be in China is unclear based on your response. For example, it is unclear whether the majority of the operations will
not be in China through 2025 given you mention in your letter that: (1) "SES expects to start building its pilot facility in
2022 in Shanghai" and your disclosure on page 3 of the amendment that the facility is expected to be operational by 2024; (2) the
joint venture plant is "expected to be operational by 2025;" and (3) "SES has not yet determined where it will build
its proposed facilities for the commercial production of battery cells following the business combination." Please provide further
analysis regarding how you concluded that the "majority of SES’s operations are conducted outside of China, and the majority
of the post-business combination combined company’s operations will not be in China."

RESPONSE:

The Company acknowledges the
Staff’s comment and is hereby providing additional details supporting its conclusion that the majority of SES’s operations
are currently, and, following the business combination, are expected to be, conducted outside of China.

Founded in Boston, Massachusetts,
SES’s mission is to be a leader in developing and producing next-generation EV batteries, helping America win the global next-generation
EV battery race. Today, the majority of Li-ion EV batteries used globally are made by Chinese and Korean companies.

Currently, 70 of SES’s
113 employees are based at its facility in Boston, which focuses on research and development in areas such as cell chemistry, battery
materials and advanced control and artificial intelligence (AI) algorithms, as well as engaging with OEMs worldwide, including General
Motors and Hyundai. The research and development activities conducted in Boston have generated the core technologies for SES’s hybrid
Li-metal batteries. SES plans to continue to conduct and expand these research and development activities at its Boston facility, and
is presently seeking to increase its personnel headcount at this facility. Currently, more than 75% of SES’s employees worldwide
are engaged in research and development and related functions, of which approximately 65% are in the United States and 35% are in China.

In China, SES currently has
38 employees, of which approximately 80% are focused on developing the manufacturing process for its hybrid Li-Metal batteries. SES’s
remaining five employees are located in South Korea and Singapore.

    3

As noted above, the majority
of Li-ion EV batteries used globally today are made by Chinese and Korean companies. In order to compete with these companies and achieve
its strategic goals in a timely and effective manner, SES is opening its initial pilot facility in Shanghai, where it will build battery
prototypes for its OEM partners, to take advantage of the extensive EV battery ecosystem already in place in China (including the availability
of top technical and engineering talent). SES expects that this will accelerate its path to commercial production of its batteries. SES
also expects to develop similar research and development capabilities for its hybrid Li-Metal batteries in South Korea.

While the Shanghai 1 GWh pilot
facility is being built during 2022 and 2023, SES expects to concurrently ramp up its battery development and commercial mass-production
manufacturing capabilities in the United States. Specifically, SES expects to enter into a joint venture with one or both of its existing
OEM partners to build a battery manufacturing facility in the United States (the “Expansion I Facility”). It expects to build
the first 10 GWh portion of its Expansion I Facility in the United States in 2023 and 2024, with plans for such facility to be operational
by 2025, which SES then expects to ramp up to 30 GWh by 2027. SES expects that the Expansion I Facility will be located in the United
States because it will serve the United States automotive market (the largest EV market for its existing OEM partners) and automotive
OEMs typically prefer to have easy access to their components.

Accordingly, SES currently
expects the significant majority of its workforce and operations, at all times, to be outside China.

In response to the Staff’s comment, the Company has added disclosure
on pages 52, 77, 78 and 79 of the Revised Registration Statement to provide additional detail as described above and to add risk factor
disclosure to address risks related to SES’s operations in China.

We respectfully request the
Staff’s assistance in completing the review of the Revised Registration Statement as soon as possible. Please contact Debbie P.
Yee, P.C. of Kirkland & Ellis LLP at (713) 836-3630, Sean T. Wheeler, P.C. of Kirkland & Ellis LLP at (713) 836-3427
or Joel Rubinstein of White & Case LLP at (212) 819-7642 with any questions or further comments regarding the responses to the
Staff’s comments.

    Sincerely,

    IVANHOE CAPITAL ACQUISITION CORP.

    By:
    /s/ Andrew Boyd

    Name: Andrew Boyd

    Title: Chief Investment Officer

    4

Enclosures

 cc: Debbie P. Yee (Kirkland &
Ellis LLP)

    Sean
T. Wheeler (Kirkland & Ellis LLP)

    Joel Rubinstein (White &
Case LLP)

    5

United States securities and exchange commission logo
November 5, 2021
Andrew Boyd
Chief Investment Officer
Ivanhoe Capital Acquisition Corp.
1177 Avenue of Americas
5th Floor
New York, NY 10026
Re:Ivanhoe Capital Acquisition Corp.
Amendment No. 2 to Registration Statement on Form S-4
Filed October 22, 2021
File No. 333-258691
Dear Mr. Boyd:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our October 8, 2021 letter.
Amendment No. 2 to Registation Statement on Form S-4 filed October 22, 2021
Unaudited Pro Forma Condensed Combined Financial Information
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statements
of Operations, page 110
1.You disclose in footnote (F) that $18.7 million of the proceeds from the PIPE Financing
has been recorded as a strategic premium from a strategic investor and treated for
accounting purposes as a payment for research and development efforts in the pro forma
condensed combined balance sheet. We further note from your disclosure that New SES
will amortize the strategic premium liability over the estimated period of the development
agreement with the investor which is 2.5 years and that amortization of the strategic

 FirstName LastNameAndrew Boyd
 Comapany NameIvanhoe Capital Acquisition Corp.
 November 5, 2021 Page 2
 FirstName LastName
Andrew Boyd
Ivanhoe Capital Acquisition Corp.
November 5, 2021
Page 2
premium has been reflected as an offset to research and development expense in the pro
forma income statements (Note BB). However, your presentation does not
appear to include any pro forma adjustments to give effect to the related research and
development costs that will be incurred from the activities under the JDA. In this regard,
we note from your response to comment 11, the strategic investor will have contractual
rights to the benefits of the Strategic Premium and that you are fully responsible for all
costs incurred from the activities under the JDA. Please advise us as to why you have not
included the related research and developments costs or revise your pro forma income
statement to give effect to such costs, accordingly.
Existing JDAs, page 223
2.We note the disclosure in this section that the JDAs also do not prohibit GM, Hyundai or
SES from entering into additional agreements with other third parties.  Please disclose, if
applicable, the extent to which GM and Hyundai have entered into such agreements with
other third parties regarding battery cells.
General
3.We note the conclusions in your letter dated October 22, 2021 that the "majority of SES’s
operations are conducted outside of China, and the majority of the post-business
combination combined company’s operations will not be in China." We are unable to
agree with these conclusions at this time given the information provided in your letter and
your disclosure in the amendment.  Regarding the "majority of SES’s operations are
conducted outside of China," we note that you mention in the letter that the operations
currently conducted by SES in China, through its subsidiary SolidEnergy Systems
(Shanghai) Co., Ltd., are limited to research and development. However, it is unclear how
you concluded that a majority of operations are conducted outside of China in view of
your disclosure on page 224 that over 80% of your employees are engaged in research and
development and related functions. Regarding your conclusion that the "majority of the
post-business combination combined company’s operations will not be in China," the
timeframe in which the majority of operations will not be in China is unclear based on
your response.  For example, it is unclear whether the majority of the operations will not
be in China through 2025 given you mention in your letter that: (1) "SES expects to start
building its pilot facility in 2022 in Shanghai" and your disclosure on page 3 of the
amendment that the facility is expected to be operational by 2024; (2) the joint venture
plant is "expected to be operational by 2025;" and (3) "SES has not yet determined where
it will build its proposed facilities for the commercial production of battery cells following
the business combination."  Please provide further analysis regarding how you concluded
that the "majority of SES’s operations are conducted outside of China, and the majority of
the post-business combination combined company’s operations will not be in China."

 FirstName LastNameAndrew Boyd
 Comapany NameIvanhoe Capital Acquisition Corp.
 November 5, 2021 Page 3
 FirstName LastName
Andrew Boyd
Ivanhoe Capital Acquisition Corp.
November 5, 2021
Page 3
            You may contact Melissa Gilmore at 202-551-3777 or Jean Yu at 202-551-3305 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Thomas Jones at 202-551-3602 or Erin Purnell at 202-551-3454 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Debbie Yee, P.C.

CORRESP
1
filename1.htm

Ivanhoe Capital Acquisition Corp.

1177 Avenue of Americas

5th Floor

New York, NY 10026

October 22, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

Attention: Melissa Gilmore

Thomas Jones

Erin Purnell

Jean Yu

 Re: Ivanhoe Capital Acquisition Corp.

Amendment No. 1 to Registration Statement on Form S-4

Filed September 22, 2021

File No. 333-258691

Ladies and Gentlemen:

This letter sets forth the
response of Ivanhoe Capital Acquisition Corp. (the “Company” or “Ivanhoe”) to the
comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission
set forth in your letter dated October 8, 2021, with respect to the above-referenced Amendment No. 1 to Registration Statement on Form
S-4 (the “Registration Statement”). Concurrently with the submission of this letter, the Company is publicly
filing Amendment No. 2 to the Registration Statement (the “Revised Registration Statement”). Capitalized terms
used but not otherwise defined herein shall have the meanings ascribed thereto in the Revised Registration Statement. Set forth below
is the Company’s response to the Staff’s comments. For the Staff’s convenience, the Company has incorporated your comments
into this response letter in italics.

Amendment No. 1 to Registration Statement on
Form S-4 filed September 22, 2021

Cover Page

1. Staff’s Comment:

Please disclose
prominently on the cover page that you are not a Chinese operating company but a Cayman Islands company with operations conducted by
your subsidiaries based in China, and that this structure involves unique risks to investors. Provide a cross-reference to your detailed
discussion of risks facing the company and the offering as a result of this structure.

RESPONSE:

The Company acknowledges the
Staff’s comment and advises the Staff that the target of the Company’s initial business combination, SES Holdings Pte. Ltd.
(“SES”), is a Singapore private company limited by shares and, in connection with the domestication described
in the Registration Statement, the Company will become a Delaware corporation. None of the executive officers or key members of management
of SES and the post-business combination combined company is located in China. In addition, none of the members of the post-business combination
board of directors is located in China.

In addition, the majority
of SES’s operations are conducted outside of China, and the majority of the post-business combination combined company’s operations
will not be in China. The operations currently conducted by SES in China, through its subsidiary SolidEnergy Systems (Shanghai) Co., Ltd.
(“SES Shanghai”), are limited to research and development. Although SES expects to start building its pilot
facility in 2022 in Shanghai, this will only entail the development of pre-commercial-production 1 Gigawatt-hour (“GWh”)
battery cells, and not the production of full-scale productions systems or commercial products. SES has not yet determined where it will
build its proposed facilities for the commercial production of battery cells following the business combination, namely, the Expansion
I Facility (i.e., a 10 GWh joint venture plant expected to be operational by 2025, which is expected
to ramp up to 30 GWh capabilities by 2027) and the Expansion II Facility (i.e., a 30 GWh facility expected to be operational in 2026,
which is expected to ramp to 70 GWh capabilities by 2028).

SES’s
largest shareholder is its Founder and Chief Executive Officer, Dr. Qichao Hu, who is a resident of Boston, Massachusetts. Dr. Hu will
be the controlling shareholder of the Company following the closing of the business combination. While SES has received investments
from certain China-based strategic and financial investors, including automotive original equipment manufacturers (“OEMs”)
SAIC Motors and Geely Auto Group, and mining and manufacturing company Tianqi Lithium HK Co. Ltd., it has also received investments from
many strategic and financial investors outside of China, including OEMs General Motors Company and Hyundai Motor Company,
energy and chemicals conglomerate SK Inc., semiconductor equipment manufacturer Applied Materials, Inc., affiliates of automotive
supplier LG Corporation and investment firms Vertex Ventures Holdings and Temasek Holdings Limited.

The risks relating to
SES’s current and expected operations in China are already described in risk factors beginning on pages 69 and 71 of the
Registration Statement, in the sections titled “Risks Relating to Our International Operations” and
 “Risks Relating to Regulation and Legal Compliance.” Given the nature of SES’s current and expected
operations in China as described above, the Company does not believe that additional disclosure is required.

    2

 2. Staff’s Comment:

Provide prominent
disclosure about the legal and operational risks associated with SES and the combined company being based in or having the majority of
the company’s operations in China. Your disclosure should make clear whether these risks could result in a material change in SES
and the combined company's operations and/or the value of common stock or could significantly limit or completely hinder SES and the
combined company's ability to offer or continue to offer securities to investors and cause the value of such securities to significantly
decline or be worthless. Your disclosure should address how recent statements and regulatory actions by China’s government, such
as those related to the use of variable interest entities and data security or anti-monopoly concerns, has or may impact SES and the
combined company’s ability to conduct its business, accept foreign investments, or list on an U.S. or other foreign exchange. Your
summary should address, but not necessarily be limited to, the risks highlighted on the prospectus cover page.

RESPONSE:

The Company acknowledges
the Staff’s comment and advises the Staff that, as discussed further in the Company’s response to the Staff’s
comment 1, neither the Company nor SES is based in China, the majority of SES’s current operations are not in China and the
majority of the post-business combination combined company’s operations will not be in China. Accordingly, the Company
believes that the risks associated with SES’s operations in China are adequately addressed in the risk factors beginning on
pages 69 and 71 of the Registration Statement, in the sections titled “Risks Relating to Our International
Operations” and “Risks Relating to Regulation and Legal Compliance.”

 3. Staff’s Comment:

Clearly disclose
how you will refer to SES, its subsidiaries, and other entities when providing the disclosure throughout the document so that it is clear
to investors which entity the disclosure is referencing and which subsidiaries or entities are conducting the business operations. Refrain
from using terms such as “we” or “our” when describing activities or functions of a subsidiary or other entities.
Disclose clearly the entity (including the domicile) in which investors are purchasing their interest.

RESPONSE:

The Company acknowledges
the Staff’s comment and advises the Staff that, as discussed further in the Company’s response to the Staff’s
comment 1, neither the Company nor SES is based in China, the majority of SES’s current operations are not in China and the
majority of the post-business combination combined company’s operations will not be in China. Additionally, as discussed
further in the Company’s response to the Staff’s comment 4, SES does not have a variable interest entity
(“VIE”) structure. SES consists of SES Holdings Pte. Ltd. (organized in
Singapore), and the following wholly-owned subsidiaries: SolidEnergy Systems, LLC (organized in Delaware), SolidEnergy Systems
(Shanghai) Co., Ltd. (organized in Shanghai, China), SolidEnergy Systems Securities Corporation (organized in Massachusetts) and
Viking Power Systems Pte. Ltd. (organized in Singapore). SES operates as an integrated company across its corporate
structure, with corporate headquarters in Singapore, facilities in Boston, United States and Shanghai, China and an office in Seoul,
South Korea, and with executive officers and other key members of management working remotely in other parts of the United States.
This structure is expected to stay in place at the combined company following the business combination. The Company also notes that
references to “we”, “our” or “us” in certain sections of the Registration Statement refer to SES
collectively, including its subsidiaries, as specifically noted on pages 57, 210, 222, and 236 of the Registration Statement.

    3

Summary of the Proxy Statement/Prospectus,
page 29

 4. Staff’s Comment:

Disclose each permission
that SES, its subsidiaries, or its VIEs are required to obtain from Chinese authorities to operate and issue securities to foreign investors.
State whether SES, its subsidiaries, or VIEs are covered by permissions requirements from the CSRC or any other entity that is required
to approve of the VIEs' operations, and state affirmatively whether SES has received all requisite permissions and whether any permissions
have been denied.

RESPONSE:

The Company acknowledges the
Staff’s comment and advises the Staff that SES does not have a VIE structure. The Company also advises the Staff that neither SES
nor any of its subsidiaries is required to obtain permissions from Chinese authorities to operate and issue securities to foreign investors.

 5. Staff’s Comment:

Provide a clear
description of how cash is transferred through SES. Disclose SES's intentions to distribute earnings or settle amounts owed under your
operating structure. Quantify any cash flows and transfers of other assets by type that have occurred between the holding company and
its subsidiaries and direction of transfer. Quantify any dividends or distributions that a subsidiary has made to the holding company
and which entity made such transfer, and their tax consequences. Similarly quantify dividends or distributions made to U.S. investors,
the source, and their tax consequences. Describe any restrictions on foreign exchange and SES's and the combined company's ability to
transfer cash between entities, across borders, and to U.S. investors. Describe any restrictions and limitations on SES's and the combined
company's ability to distribute earnings from your businesses, including subsidiaries to the parent company and U.S. investors as well
as the ability to settle amounts owed under the VIE agreements.

RESPONSE:

The Company acknowledges the
Staff’s comment and advises the Staff that SES is not subject to any VIE agreements. The Company also advises the Staff that it
believes it has provided appropriate and complete disclosure regarding the material U.S. federal
income tax considerations applicable to holders of the Company’s units, public shares or public warrants (other than the Company’s
sponsor or any of its affiliates) as a consequence of the ownership and disposition of the Class A common stock and public warrants of
the combined company after the closing of the business combination in the section of the Registration Statement titled “U.S.
Federal Income Tax Considerations.”

    4

 6. Staff’s Comment:

Disclose that trading
in your securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect
or fully investigate your auditor, and that as a result an exchange may determine to delist your securities. If the PCAOB has been or
is currently unable to inspect your auditor, revise your disclosure to so state.

RESPONSE:

The Company acknowledges the
Staff’s comment and advises the Staff that SES is not subject to the Holding Foreign Companies Accountable Act, as SES’s auditor,
KPMG LLP, is a reputable auditing firm located in the United States (namely, Albany, New York) and may be investigated by the PCAOB.

Risks Related to SES’s Business, page
48

 7. Staff’s Comment:

In your summary
of risk factors, disclose the risks that SES's and the combined company's corporate structure and being based in or having the majority
of the combined company’s operations in China pose to investors. In particular, describe the significant regulatory, liquidity,
and enforcement risks with cross-references to the more detailed discussion of these risks in the prospectus. For example, specifically
discuss risks arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and that rules
and regulations in China can change quickly with little advance notice; and the risk that the Chinese government may intervene or influence
your operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers,
which could result in a material change in SES's and the combined company's operations and/or the value of your common stock. Acknowledge
any risks that any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or
foreign investment in China-based issuers could significantly limit or completely hinder SES's and the combined company's ability to offer
or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

RESPONSE:

The Company acknowledges
the Staff’s comment and advises the Staff that, as discussed further in the Company’s response to the Staff’s
comment 1, neither the Company nor SES is based in China, the majority of SES’s current operations are not in China and the
majority of the post-business combination combined company’s operations will not be in China. Accordingly, the Company
believes that the risks associated with SES’s operations in China are adequately addressed in the risk factors beginning on
pages 69 and  71 of the Registration Statement, in the sections titled “Risks Relating to Our International
Operations” and “Risks Relating to Regulation and Legal Compliance.”

    5

Risk Factors, page 57

 8. Staff’s Comment:

Given the Chinese
government's significant oversight and discretion over the conduct of SES's business, please revise to separately highlight the risk that
the Chinese government may intervene or influence SES's operations at any time, which could result in a material change in its operations
and/or the value of the combined company's securities. Also, given recent statements by the Chinese government indicating an intent to
exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, acknowledge
the risk that any such action could significantly limit or completely hinder your ability to offer or continue to offer securities to
investors and cause the value of such securities to significantly decline or be worthless.

RESPONSE:

The Company acknowledges the
Staff’s comment and advises the Staff that, as described further in the responses to the previous comments, it does not believe
that the Chinese government has significant oversight and discretion over the conduct of SES’s business.

 9. Staff’s Comment:

In light of recent
events indicating greater oversight by the Cyberspace Administration of China over data security, particularly for companies seeking to
list on a foreign exchange, please revise your disclosure to explain how this oversight impacts your business and your offering and to
what extent you believe that you are compliant with the regulations or policies that have been issued by the CAC to date.

RESPONSE:

The Company acknowledges the
Staff’s comment and advises the Staff that, as described further in the responses to the previous comments, it does not believe
that the Chinese government has significant oversight

United States securities and exchange commission logo
October 8, 2021
Andrew Boyd
Chief Investment Officer
Ivanhoe Capital Acquisition Corp.
1177 Avenue of Americas
5th Floor
New York, NY 10026
Re:Ivanhoe Capital Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed September 22, 2021
File No. 333-258691
Dear Mr. Boyd:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our September 8, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-4 filed September 22, 2021
Cover Page
1.Please disclose prominently on the cover page that you are not a Chinese operating
company but a Cayman Islands company with operations conducted by your subsidiaries
based in China, and that this structure involves unique risks to investors. Provide a cross-
reference to your detailed discussion of risks facing the company and the offering as a
result of this structure.
2.Provide prominent disclosure about the legal and operational risks associated with SES
and the combined company being based in or having the majority of the company’s

 FirstName LastNameAndrew Boyd
 Comapany NameIvanhoe Capital Acquisition Corp.
 October 8, 2021 Page 2
 FirstName LastNameAndrew Boyd
Ivanhoe Capital Acquisition Corp.
October 8, 2021
Page 2
operations in China. Your disclosure should make clear whether these risks could result in
a material change in SES and the combined company's operations and/or the value of
common stock or could significantly limit or completely hinder SES and the combined
company's ability to offer or continue to offer securities to investors and cause the value
of such securities to significantly decline or be worthless. Your disclosure should address
how recent statements and regulatory actions by China’s government, such as those
related to the use of variable interest entities and data security or anti-monopoly concerns,
has or may impact SES and the combined company’s ability to conduct its business,
accept foreign investments, or list on an U.S. or other foreign exchange. Your summary
should address, but not necessarily be limited to, the risks highlighted on the prospectus
cover page.
3.Clearly disclose how you will refer to SES, its subsidiaries, and other entities when
providing the disclosure throughout the document so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries or entities are conducting the
business operations. Refrain from using terms such as “we” or “our” when describing
activities or functions of a subsidiary or other entities. Disclose clearly the entity
(including the domicile) in which investors are purchasing their interest.
Summary of the Proxy Statement/Prospectus, page 29
4.Disclose each permission that SES, its subsidiaries, or its VIEs are required to obtain from
Chinese authorities to operate and issue securities to foreign investors. State whether SES,
its subsidiaries, or VIEs are covered by permissions requirements from the CSRC or any
other entity that is required to approve of the VIEs' operations, and state affirmatively
whether SES has received all requisite permissions and whether any permissions have
been denied.
5.Provide a clear description of how cash is transferred through SES.  Disclose SES's
intentions to distribute earnings or settle amounts owed under your operating structure.
Quantify any cash flows and transfers of other assets by type that have occurred between
the holding company and its subsidiaries and direction of transfer. Quantify any dividends
or distributions that a subsidiary has made to the holding company and which entity made
such transfer, and their tax consequences. Similarly quantify dividends or distributions
made to U.S. investors, the source, and their tax consequences. Describe any restrictions
on foreign exchange and SES's and the combined company's ability to transfer cash
between entities, across borders, and to U.S. investors. Describe any restrictions and
limitations on SES's and the combined company's ability to distribute earnings from your
businesses, including subsidiaries to the parent company and U.S. investors as well as the
ability to settle amounts owed under the VIE agreements.
6.Disclose that trading in your securities may be prohibited under the Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot inspect or fully
investigate your auditor, and that as a result an exchange may determine to delist your
securities. If the PCAOB has been or is currently unable to inspect your auditor, revise

 FirstName LastNameAndrew Boyd
 Comapany NameIvanhoe Capital Acquisition Corp.
 October 8, 2021 Page 3
 FirstName LastNameAndrew Boyd
Ivanhoe Capital Acquisition Corp.
October 8, 2021
Page 3
your disclosure to so state.
Risks Related to SES's Business, page 48
7.In your summary of risk factors, disclose the risks that SES's and the combined company's
corporate structure and being based in or having the majority of the combined company’s
operations in China pose to investors. In particular, describe the significant regulatory,
liquidity, and enforcement risks with cross-references to the more detailed discussion of
these risks in the prospectus. For example, specifically discuss risks arising from the legal
system in China, including risks and uncertainties regarding the enforcement of laws and
that rules and regulations in China can change quickly with little advance notice; and the
risk that the Chinese government may intervene or influence your operations at any time,
or may exert more control over offerings conducted overseas and/or foreign investment in
China-based issuers, which could result in a material change in SES's and the combined
company's operations and/or the value of your common stock.  Acknowledge any risks
that any actions by the Chinese government to exert more oversight and control over
offerings that are conducted overseas and/or foreign investment in China-based issuers
could significantly limit or completely hinder SES's and the combined company's ability
to offer or continue to offer securities to investors and cause the value of such securities to
significantly decline or be worthless.
Risk Factors, page 57
8.Given the Chinese government's significant oversight and discretion over the conduct of
SES's business, please revise to separately highlight the risk that the Chinese government
may intervene or influence SES's operations at any time, which could result in a material
change in its operations and/or the value of the combined company's securities. Also,
given recent statements by the Chinese government indicating an intent to exert more
oversight and control over offerings that are conducted overseas and/or foreign investment
in China-based issuers, acknowledge the risk that any such action could significantly limit
or completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
9.In light of recent events indicating greater oversight by the Cyberspace Administration of
China over data security, particularly for companies seeking to list on a foreign exchange,
please revise your disclosure to explain how this oversight impacts your business and your
offering and to what extent you believe that you are compliant with the regulations or
policies that have been issued by the CAC to date.
Investors may not have the same benefits as an investor in an underwritten public offering, page
95
10.We note your revisions in response to comment 18.  Please revise to state that the sponsor
may be incentivized to complete an acquisition of a less favorable target company or on
terms less favorable to shareholders rather than liquidate.

 FirstName LastNameAndrew Boyd
 Comapany NameIvanhoe Capital Acquisition Corp.
 October 8, 2021 Page 4
 FirstName LastName
Andrew Boyd
Ivanhoe Capital Acquisition Corp.
October 8, 2021
Page 4
Unaudited Pro Forma Condensed Combined Financial Information
Notes to Unaudited Pro Forma Condensed Combined Financial Information
2. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance
Sheet, page 106
11.We note your response to prior comment 22 regarding the strategic premium liability in
connection with the PIPE Financing.  Please respond by providing the following:
•Explain to us in further detail how you determined the fair value of the strategic
premium liability and Class A common stock, including any significant fair value
assumptions made and judgements used by management;
•Reconcile and clarify the adjustment amount (G) as it appears that the $200 million in
proceeds includes a total of $18.7 million for the strategic premium liability.
 However, adjustments (G) on page 102 total $232 million while noting the
adjustments for the strategic premium liabilities on page 101 are labeled (F);
•Tell us the authoritative guidance relied upon in determining liability treatment as
opposed to equity treatment, and
•Please provide us with the development agreement or refer us to the development
agreement already provided.
            You may contact Melissa Gilmore at 202-551-3777 or Jean Yu at 202-551-3305 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Thomas Jones at 202-551-3602 or Erin Purnell at 202-551-3454 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Debbie Yee, P.C.

CORRESP
1
filename1.htm

Ivanhoe Capital Acquisition Corp.

1177 Avenue of Americas

5th Floor

New York, NY 10026

September 21, 2021

VIA EDGAR

Attention: Melissa Gilmore

Thomas Jones

Erin Purnell

Jean Yu

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

 Re: Ivanhoe Capital Acquisition Corp.

Registration Statement on Form S-4

Filed August 10, 2021

File No. 333-258691

Ladies and Gentlemen:

This letter sets forth the
response of Ivanhoe Capital Acquisition Corp. (the “Company” or “Ivanhoe”) to the
comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission
set forth in your letter dated September 8, 2021, with respect to the above referenced Registration Statement on Form S-4 (the “Registration
Statement”). Concurrently with the submission of this letter, the Company is publicly filing the Amendment No. 1 to the
Registration Statement (the “Revised Registration Statement”). Capitalized terms used but not otherwise defined
herein shall have the meanings ascribed thereto in the Revised Registration Statement. Set forth below is the Company’s response
to the Staff’s comments. For the Staff’s convenience, we have incorporated your comments into this response letter in italics.

Registration Statement on Form S-4 filed August
10, 2021

Questions and Answers About the Proposals for
Shareholders, page 7

 1. Staff’s Comment:

Please add a question
and answer that discusses the interests and conflicts of interests that the sponsor and the officers and directors have in the business
combination.

RESPONSE:

The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised the disclosure on pages 8 and 11 to 13 of the Revised Registration Statement.

 2. Staff’s Comment:

Please clarify
if the sponsor and its affiliates can earn a positive rate of return on their investment, even if other shareholders experience a negative
rate of return in the post business combination company.

RESPONSE:

The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised the disclosure on page 13 of the Revised Registration Statement.

 3. Staff’s Comment:

Please add a question
and answer that discusses the factors considered in connection with the business combination.

RESPONSE:

The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised the disclosure on pages 9 to 11 of the Revised Registration Statement.

Q: What equity stake will current Parent shareholders...,
page 10

 4. Staff’s Comment:

Revise your disclosure
to show the potential impact of redemptions on the per share value of the shares owned by non-redeeming shareholders by including a sensitivity
analysis showing a range of redemption scenarios, including minimum, maximum and interim redemption levels.

RESPONSE:

The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised the disclosure on pages 16 and 17 of the Revised Registration Statement.

Q: What are the U.S. federal income tax consequences
of the Domestication?, page 13

 5. Staff’s Comment:

Please revise your
response to begin with a definitive statement as to whether investors are likely to experience a taxable event as a result of the domestication.

RESPONSE:

The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised the disclosure on pages 18 and 19 of the Revised Registration Statement.

    2

Q: Do I have redemption rights?, page 14

 6. Staff’s Comment:

We note that the
Sponsor agreed to waive its redemption rights. Please describe any consideration provided in exchange for this agreement.

RESPONSE:

The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised the disclosure on pages 19 and 20 of the Revised Registration Statement.

Q: How do I exercise my redemption rights?,
page 14

 7. Staff’s Comment:

Please clarify
whether public shareholders that redeem their shares will retain any warrants. If so, quantify the value of warrants, based on recent
trading prices, that may be retained by redeeming stockholders assuming maximum redemptions and identify any material resulting risks.
Also, revise your disclosure to show the potential impact of redemptions on the per share value of the shares owned by non-redeeming shareholders
by including a sensitivity analysis showing a range of redemption scenarios, including minimum, maximum and interim redemption levels.

RESPONSE:

The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised the disclosure on pages 19 and 20 of the Revised Registration Statement.

Information About the Parties to the Business
Combination, page 24

 8. Staff’s Comment:

Please balance
your disclosure regarding SES Holdings Pte. Ltd. to state that SES has not produced Li-Metal batteries for sale, has a history of no revenues
and of net losses, and expects to continue to incur losses until at least 2026.

RESPONSE:

In response to the
Staff’s comment, the Company, after consultation with SES, has revised the disclosure on page 43 to note that SES Holdings
Pte. Ltd. (“SES”) has not yet produced any batteries for sale and that SES expects to continue to incur
operating and net losses until at least 2026.

    3

Related Agreements

PIPE Financing, page 32

 9. Staff’s Comment:

We note that if
reasonably requested by SES, Parent will cooperate with SES to permit additional PIPE financing of up to $75 million. Please revise to
clarify whether the additional PIPE financing will also be at a price of $10 per share. In addition please explain whether the additional
PIPE financing will be substantially concurrent with the closing of the business combination. Please disclose the additional PIPE financing
where you discuss the terms of the PIPE with respect to conflicts of interest, dilution, voting power and ownership levels.

RESPONSE:

The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised the disclosure on page 39 of the Revised Registration Statement.

Director Nomination Agreement and Board Observation
Agreement, page 34

 10. Staff’s Comment:

Please file the
director nomination agreement with GM Ventures and the board observation agreement with Hyundai as exhibits to the proxy statement/prospectus.

RESPONSE:

In response to the Staff’s
comment, the Company has incorporated by reference the GM Ventures Board Nomination Agreement and the Hyundai Board Observation Agreement,
as exhibits to the Revised Registration Statement.

Interests of Parent Directors and Executive
Officers in the Business Combination, page 38

 11. Staff’s Comment:

Please revise your
disclosure here, and where necessary, to quantify the number of securities held and the aggregate dollar amount as of the most recent
practicable date. Include the current value of securities held, loans extended, fees due, and out-of-pocket expenses for which the sponsor
and its affiliates are awaiting reimbursement. Provide similar disclosure for the company's officers and directors, if material.

RESPONSE:

The Company
respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 47 to 49 of the
Revised Registration Statement.

    4

 12. Staff’s Comment:

Please highlight
material differences in the terms and price of securities issued at the time of the IPO as compared to private placements contemplated
at the time of the business combination. Disclose if the SPAC’s sponsors, directors, officers or their affiliates will participate
in the private placement.

RESPONSE:

The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised the disclosure on pages 47 and 48 of the Revised Registration Statement.

 13. Staff’s Comment:

Please clarify
if the sponsor and its affiliates can earn a positive rate of return on their investment, even if other SPAC shareholders experience a
negative rate of return in the post-business combination company.

RESPONSE:

The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised the disclosure on page 48 of the Revised Registration Statement.

Comparative Per-Share Data, page 49

 14. Staff’s Comment:

Please tell us
and expand your disclosures to highlight the numerators and denominators used to determine your calculations of historical book value
per share for Parent and combined pro forma book value per share assuming no redemptions and maximum redemptions.

RESPONSE:

In response to the Staff’s
comment, the Company, after consultation with SES, has expanded the disclosure on pages 58 and 59 to provide the numerators and denominators
to determine its calculations of historical book value per share for Parent and the combined pro forma book value per share assuming no
redemptions and maximum redemptions.

    5

Market and Industry Data, page 51

 15. Staff’s Comment:

Please tell us
whether you commissioned any of the third-party data presented and, if so, please file the consent as an exhibit.

RESPONSE:

In response to the Staff’s comment, and after consultation with
SES, the Company advises the Staff that neither it nor SES commissioned any of the third-party sources of industry or market data presented
in the Revised Registration Statement as described on page 61.

 16. Staff’s Comment:

We note the disclosure
that SES has not had the information verified by any independent sources. Please note that you are responsible for the entire contents
of the registration statement. As this statement may imply an inappropriate disclaimer of responsibility with respect to third-party information,
please delete the statement or revise to specifically state that you are liable for such information.

RESPONSE:

In response to the Staff’s
comment, the Company, after consultation with SES, has revised the disclosure on page 61 to remove the sentence “Although SES believes
that such information is reliable, SES has not had this information verified by any independent sources.”

Risk Factors, page 52

 17. Staff’s Comment:

Disclose the material
risks to unaffiliated investors presented by taking the company public through a merger rather than an underwritten offering. These risks
could include the absence of due diligence conducted by an underwriter that would be subject to liability for any material misstatements
or omissions in a registration statement.

RESPONSE:

The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised the disclosure on pages 104 and 105 of the Revised Registration Statement.

 18. Staff’s Comment:

Please highlight
the risk that the sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition
of a less favorable target company or on terms less favorable to shareholders rather than liquidate.

RESPONSE:

The Company
respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 93 to 95 of the
Revised Registration Statement.

    6

 19. Staff’s Comment:

Please highlight
the material risks to public warrant holders, including those arising from differences between private and public warrants. Clarify whether
recent common stock trading prices exceed the threshold that would allow the company to redeem public warrants. Clearly explain the steps,
if any, the company will take to notify all shareholders, including beneficial owners, regarding when the warrants become eligible for
redemption.

RESPONSE:

The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised the disclosure on pages 90 to 92 of the Revised Registration Statement.

Our ability to manufacture our Li-Metal batteries
at scale…, page 55

 20. Staff’s Comment:

Please revise your
disclose to state the location of the Pilot Facility.

RESPONSE:

In response to the Staff’s
comment, the Company, after consultation with SES, has revised its disclosure on page 65 to identify the location of the Pilot Facility
being developed in Shanghai.

New SES's certificate of incorporation will
provide..., page 75

 21. Staff’s Comment:

We note that New
SES's certificate of incorporation will include an exclusive forum provision and that the form certificate has been filed as Annex C to
the proxy statement/prospectus. Please revise your discussion in risk factors to include paragraphs 2 and 3 of Article XII.

RESPONSE:

In response to the Staff’s
comment, the Company has expanded its disclosure on pages 85 and 86 to explain that the exclusive forum provision will not apply to suits
brought to enforce any liability or duty created by the Exchange Act and to further clarify that the U.S. federal district courts will
be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.

    7

Unaudited Pro Forma Condensed Combined Financial
Information

Notes to Unaudited Pro Forma Condensed Combined
Financial Information

3. Adjustments to Unaudited Pro Forma Condensed
Combined Financial Information Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page 104

 22. Staff’s Comment:

We note your adjustment
(F) reflecting the $200 million in proceeds from the issuance and sale of 20.0 million shares of Parent Class A common stock in connection
with the PIPE Financing. You indicate in your footnote that in relation to a PIPE Financing by a strategic investor, New SES will provide
certain benefits to such strategic investor pursuant to a development agreement between the strategic investor and SES which is over and
above the value that would be expected to be realized from the equity investment itself, resulting in the recognition of a strategic premium
liability. Please explain to us in greater detail the nature of the arrangement, the related benefits to be provided to the investor and
how you determined the amount to be allocated to the strategic premium. Additionally, tell us why you believe it is appropriate to record
the amortization of the premium as an offset to research and development expense and revise your footnote to disclose the period over
which the benefits are to be provided to the investor.

RESPONSE:

In response to the Staff’s comment, the Company,
after consultation with SES, has expanded its disclosure on page 116 of the Revised Registration Statement to state the benefits that
are being provided to the strategic investor, how the amount allocated to the strategic premium was allocated, why SES believes it is
appropriate to record the amortization of the premium as an offset to research and development expense and have revised the footnote to
disclose the period over which the benefits are to be provided to the investor.

Certain Company Projected Financial and Other Information, page
141

 23. Staff’s Comment:

We note your attempt
to limit reliance on the financial projections on page 154. Please explain the basis for your ability to disclaim responsibility for the
information that you disclose and in doing so, please explain what you mean by the phrase "except to the extent required by applicable
federal securities laws."

RESPONSE:

In response to the
Staff’s comment, the Company, after consultation with SES, has clarified the disclosure on pages 154 and 155 of the Revised
Registration Statement. The Company and SES respectfully note that financial projections by their nature are forward-looking and, as
disclosed in the Registration Statement, are necessarily based on assumptions and estimates and other factors, some of which may be
beyond the Company and SES’s control. Accordingly, the Company believes that it is appropriate t

United States securities and exchange commission logo
September 8, 2021
Andrew Boyd
Chief Investment Officer
Ivanhoe Capital Acquisition Corp.
1177 Avenue of Americas
5th Floor
New York, NY 10026
Re:Ivanhoe Capital Acquisition Corp.
Registration Statement on Form S-4
Filed August 10, 2021
File No. 333-258691
Dear Mr. Boyd:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 filed August 10, 2021
Questions and Answers About the Proposals for Shareholders, page 7
1.Please add a question and answer that discusses the interests and conflicts of interests that
the sponsor and the officers and directors have in the business combination.
2.Please clarify if the sponsor and its affiliates can earn a positive rate of return on their
investment, even if other shareholders experience a negative rate of return in the post
business combination company.
3.Please add a question and answer that discusses the factors considered in connection with
the business combination.

 FirstName LastNameAndrew Boyd
 Comapany NameIvanhoe Capital Acquisition Corp.
 September 8, 2021 Page 2
 FirstName LastName
Andrew Boyd
Ivanhoe Capital Acquisition Corp.
September 8, 2021
Page 2
Q: What equity stake will current Parent shareholders..., page 10
4.Revise your disclosure to show the potential impact of redemptions on the per share value
of the shares owned by non-redeeming shareholders by including a sensitivity analysis
showing a range of redemption scenarios, including minimum, maximum and interim
redemption levels.
Q. What are the U.S. federal income tax consequences of the Domestication?, page 13
5.Please revise your response to begin with a definitive statement as to whether investors
are likely to experience a taxable event as a result of the domestication.
Q. Do I have redemption rights?, page 14
6.We note that the Sponsor agreed to waive its redemption rights. Please describe any
consideration provided in exchange for this agreement.
Q. How do I exercise my redemption rights?, page 14
7.Please clarify whether public shareholders that redeem their shares will retain any
warrants. If so, quantify the value of warrants, based on recent trading prices, that may be
retained by redeeming stockholders assuming maximum redemptions and identify any
material resulting risks. Also, revise your disclosure to show the potential impact of
redemptions on the per share value of the shares owned by non-redeeming shareholders by
including a sensitivity analysis showing a range of redemption scenarios, including
minimum, maximum and interim redemption levels.
Information About the Parties to the Business Combination, page 24
8.Please balance your disclosure regarding SES Holdings Pte. Ltd. to state that SES has not
produced Li-Metal batteries for sale, has a history of no revenues and of net losses, and
expects to continue to incur losses until at least 2026.
Related Agreements
PIPE Financing, page 32
9.We note that if reasonably requested by SES, Parent will cooperate with SES to permit
additional PIPE financing of up to $75 million. Please revise to clarify whether the
additional PIPE financing will also be at a price of $10 per share. In addition please
explain whether the additional PIPE financing will be substantially concurrent with the
closing of the business combination. Please disclose the additional PIPE financing where
you discuss the terms of the PIPE with respect to conflicts of interest, dilution, voting
power and ownership levels.

 FirstName LastNameAndrew Boyd
 Comapany NameIvanhoe Capital Acquisition Corp.
 September 8, 2021 Page 3
 FirstName LastName
Andrew Boyd
Ivanhoe Capital Acquisition Corp.
September 8, 2021
Page 3
Director Nomination Agreement and Board Observation Agreement, page 34
10.Please file the director nomination agreement with GM Ventures and the board
observation agreement with Hyundai as exhibits to the proxy statement/prospectus.
Interests of Parent Directors and Executive Officers in the Business Combination, page 38
11.Please revise your disclosure here, and where necessary, to quantify the number of
securities held and the aggregate dollar amount as of the most recent practicable date.
Include the current value of securities held, loans extended, fees due, and out-of-pocket
expenses for which the sponsor and its affiliates are awaiting reimbursement. Provide
similar disclosure for the company's officers and directors, if material.
12.Please highlight material differences in the terms and price of securities issued at the time
of the IPO as compared to private placements contemplated at the time of the business
combination. Disclose if the SPAC’s sponsors, directors, officers or their affiliates will
participate in the private placement.
13.Please clarify if the sponsor and its affiliates can earn a positive rate of return on their
investment, even if other SPAC shareholders experience a negative rate of return in the
post-business combination company.
Comparative Per-Share Data, page 49
14.Please tell us and expand your disclosures to highlight the numerators and denominators
used to determine your calculations of historical book value per share for Parent and
combined pro forma book value per share assuming no redemptions and maximum
redemptions.
Market and Industry Data, page 51
15.Please tell us whether you commissioned any of the third-party data presented and, if so,
please file the consent as an exhibit.
16.We note the disclosure that SES has not had the information verified by any independent
sources.  Please note that you are responsible for the entire contents of the registration
statement. As this statement may imply an inappropriate disclaimer of responsibility with
respect to third-party information, please delete the statement or revise to specifically state
that you are liable for such information.
Risk Factors, page 52
17.Disclose the material risks to unaffiliated investors presented by taking the company
public through a merger rather than an underwritten offering. These risks could include
the absence of due diligence conducted by an underwriter that would be subject to liability
for any material misstatements or omissions in a registration statement.

 FirstName LastNameAndrew Boyd
 Comapany NameIvanhoe Capital Acquisition Corp.
 September 8, 2021 Page 4
 FirstName LastName
Andrew Boyd
Ivanhoe Capital Acquisition Corp.
September 8, 2021
Page 4
18.Please highlight the risk that the sponsor will benefit from the completion of a business
combination and may be incentivized to complete an acquisition of a less favorable target
company or on terms less favorable to shareholders rather than liquidate.
19.Please highlight the material risks to public warrant holders, including those arising from
differences between private and public warrants. Clarify whether recent common stock
trading prices exceed the threshold that would allow the company to redeem public
warrants. Clearly explain the steps, if any, the company will take to notify all
shareholders, including beneficial owners, regarding when the warrants become eligible
for redemption.
Our ability to manufacture our Li-Metal batteries at scale..., page 55
20.Please revise your disclose to state the location of the Pilot Facility.
New SES's certificate of incorporation will provide..., page 75
21.We note that New SES's certificate of incorporation will include an exclusive forum
provision and that the form certificate has been filed as Annex C to the proxy
statement/prospectus. Please revise your discussion in risk factors to include paragraphs 2
and 3 of Article XII.
Unaudited Pro Forma Condensed Combined Financial Information
Notes to Unaudited Pro Forma Condensed Combined Financial Information
3. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance
Sheet, page 104
22.We note your adjustment (F) reflecting the $200 million in proceeds from the issuance
and sale of 20.0 million shares of Parent Class A common stock in connection with the
PIPE Financing.  You indicate in your footnote that in relation to a PIPE Financing by a
strategic investor, New SES will provide certain benefits to such strategic investor
pursuant to a development agreement between the strategic investor and SES which is
over and above the value that would be expected to be realized from the equity investment
itself, resulting in the recognition of a strategic premium liability. Please explain to us in
greater detail the nature of the arrangement, the related benefits to be provided to the
investor and how you determined the amount to be allocated to the strategic premium.
Additionally, tell us why you believe it is appropriate to record the amortization of the
premium as an offset to research and development expense and revise your footnote to
disclose the period over which the benefits are to be provided to the investor.
Certain Company Projected Financial and Other Information , page 141
23.We note your attempt to limit reliance on the financial projections on page 142. Please
explain the basis for your ability to disclaim responsibility for the information that you

 FirstName LastNameAndrew Boyd
 Comapany NameIvanhoe Capital Acquisition Corp.
 September 8, 2021 Page 5
 FirstName LastName
Andrew Boyd
Ivanhoe Capital Acquisition Corp.
September 8, 2021
Page 5
disclose and in doing so, please explain what you mean by the phrase "except to the extent
required by applicable federal securities laws."
24.We note that the projections forecast through year 2028. Please provide an explanation for
the basis of the projections beyond year three (i.e. year 2024). Disclose whether the
projections are in line with historic operating trends. Address why the change in trends is
appropriate or assumptions are reasonable. While you have a history of operating losses,
the forecasts project increasing total gross profit, including $2,243 million in 2028.
Clearly describe the basis for projecting this growth and the factors or contingencies that
would affect such growth ultimately materializing.
25.Please list all of the key assumptions that impacted the forecast and quantify all of the
assumptions provided.
Certain Company Projected Financial and Other Information
Projected Financial Information , page 141
26.Please revise your table table on page 141 to include net income (loss) and/or earnings
(loss) per share.  It is generally not appropriate to present sales or revenue projections
without a measure of income.  We refer you to the guidance outlined in Item 10(b)(2) of
Regulation S-K.
U.S. Federal Income Tax Considerations, page 185
27.It appears that counsel's discussion will not cover the tax consequences mentioned in (ii)
of the first paragraph. If so, please explain why the discussion will not include the tax
consequences related to the redemption of shares. Given the uncertain and complex tax
consequences of the redemption that you disclose, it appears the discussion should also
cover those matters.
28.We note that the domestication is intended to qualify as a reorganization within the
meaning of Section 368 of the Code. Please revise to make clear that your conclusion as to
tax treatment under Section 368 of the Code is based upon your opinion of tax counsel
and file the opinion as Exhibit 8.1 to the proxy statement/prospectus.
Beneficial Ownership of Securities, page 266
29.Please ensure that the table on page 267 clearly shows share ownership percentage as well
as voting control, to the extent the amounts are different, given the dual class stock
structure that will be in place following the domestication.

 FirstName LastNameAndrew Boyd
 Comapany NameIvanhoe Capital Acquisition Corp.
 September 8, 2021 Page 6
 FirstName LastName
Andrew Boyd
Ivanhoe Capital Acquisition Corp.
September 8, 2021
Page 6
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Melissa Gilmore at 202-551-3777 or Jean Yu at 202-551-3305 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Thomas Jones at 202-551-3602 or Erin Purnell at 202-551-3454 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing