Item 7.01 Regulation FD Disclosure
Attached as Exhibit 99.1 to this Current Report on Form 8-K (this "Current
Report"), and incorporated into this Item 7.01 by reference, are slides from an
investor presentation that
The foregoing is being furnished by
Forward-Looking Statements
All statements other than statements of historical facts contained in this
Current Report are "forward-looking statements." Forward-looking statements can
generally be identified by the use of words such as "believe," "may," "will,"
"estimate," "continue," "anticipate," "intend," "expect," "should," "would,"
"plan," "project," "forecast," "predict," "potential," "seem," "seek," "future,"
"outlook," "target" and other similar expressions that predict or indicate
future events or events or trends that are not statements of historical matters.
These forward-looking statements include, but are not limited to, statements
regarding the development and commercialization of SES's products, the amount of
capital and other benefits to be provided by the transaction, estimates and
forecasts of other financial and performance metrics, and projections of market
opportunity and market share. These statements are based on various assumptions,
whether or not identified in this Current Report, and on the current
expectations of SES's and Ivanhoe's management and are not predictions of actual
performance. These forward-looking statements are provided for illustrative
purposes only and are not intended to serve as and must not be relied on by any
investor as a guarantee, an assurance, a prediction or a definitive statement of
fact or probability. Actual events and circumstances are difficult or impossible
to predict and may differ from assumptions, and such differences may be
material. Many actual events and circumstances are beyond the control of SES and
Ivanhoe. These forward-looking statements are subject to a number of risks and
uncertainties, including changes in domestic and foreign business, market,
financial, political and legal conditions; the inability of the parties to
successfully or timely consummate the business combination between Ivanhoe and
SES (the "Business Combination"), including the risk that any required
regulatory approvals are not obtained, are delayed or are subject to
unanticipated conditions that could adversely affect the combined company or the
expected benefits of the Business Combination or that the approval of the
shareholders of SES or Ivanhoe is not obtained; the failure to realize the
anticipated benefits of the Business Combination; risks relating to the
uncertainty of the projected financial information with respect to SES; risks
related to the development and commercialization of SES's battery technology and
the timing and achievement of expected business milestones; the effects of
competition on SES's business; the risk that the Business Combination disrupts
current plans and operations of Ivanhoe and SES as a result of the announcement
and consummation of the Business Combination; the ability to recognize the
anticipated benefits of the Business Combination, which may be affected by,
among other things, competition, the ability of the combined company to grow and
manage growth profitably, maintain relationships with customers and retain its
management and key employees; risks relating SES's history of no revenues and
net losses; the risk that SES's joint development agreements and other strategic
alliances could be unsuccessful; risks relating to delays in the design,
manufacture, regulatory approval and launch of SES's battery cells; the risk
that SES may not establish supply relationships for necessary components or pay
components that are more expensive than anticipated; risks relating to
competition and rapid change in the electric vehicle battery market; safety
risks posed by certain components of SES's batteries; risks relating to
machinery used in the production of SES's batteries; risks relating to the
willingness of commercial vehicle and specialty vehicle operators and consumers
to adopt electric vehicles; risks relating to SES's intellectual property
portfolio; the amount of redemption requests made by Ivanhoe's public
shareholders; the ability of Ivanhoe or the combined company to issue equity or
equity-linked securities or obtain debt financing in connection with the
Business Combination or in the future and those factors discussed in Ivanhoe's
annual report on Form 10-K, filed with the
Additional Information
This Current Report relates to the proposed Business Combination between Ivanhoe
and SES. This Current Report does not constitute an offer to sell or exchange,
or the solicitation of an offer to buy or exchange, any securities, nor shall
there be any sale of securities in any jurisdiction in which such offer, sale or
exchange would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. Ivanhoe has filed a definitive proxy
statement and a form of proxy card with the
Participants in the Solicitation
Ivanhoe, SES and their respective directors and executive officers may be deemed
to be participants in the solicitation of proxies from Ivanhoe's shareholders in
connection with the proposed Business Combination. You can find information
about Ivanhoe's directors and executive officers and their interest in Ivanhoe
can be found in the Definitive Proxy Statement and Ivanhoe's Annual Report on
Form 10-K for the fiscal year ended
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits 99.1 Investor Presentation
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