Form S-4/A Ivanhoe Capital Acquisit

Exhibit 4.5

CERTIFICATE OF CORPORATE DOMESTICATION

OF IVANHOE CAPITAL ACQUISITION CORPORATION

Pursuant to Section 388

of the General Corporation Law of the State of Delaware (the “DGCL”)

Ivanhoe Capital Acquisition Corporation, presently a Cayman Islands exempted company limited by shares (the “Company”), DOES HEREBY CERTIFY:

1. The Company was first incorporated on July 8, 2020 under the laws of the Cayman Islands.

2. The name of the Company immediately prior to the filing of this Certificate of Corporate Domestication with the Secretary of State of the State of Delaware in accordance with Section 388 of the DGCL was Ivanhoe Capital Acquisition Corporation.

3. The name of the Company as set forth in the Certificate of Incorporation being filed with the Secretary of State of the State of Delaware in accordance with Section 388(b) of the DGCL is “SES AI Corporation.”

4. The jurisdiction that constituted the seat, siege social, or principal place of business or central administration of the Company, or any other equivalent thereto under applicable law, immediately prior to the filing of this Certificate of Corporate Domestication in accordance with the provisions of Section 388 of the DGCL was the Cayman Islands.

5. The domestication has been approved in the manner provided for by the document, instrument, agreement or other writing, as the case may be, governing the internal affairs of the Company and the conduct of its business or by applicable non-Delaware law, as appropriate.

This Certificate of Corporate Domestication shall be effective upon the filing hereof with the Secretary of State of Delaware in accordance with Section 388 of the DGCL.

[Signature page follows]

IN WITNESS WHEREOF, the Company has caused this Certificate to be executed by its duly authorized officer on this [·] day of [·], 2021.

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Exhibit 5.1

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September 21, 2021

Ivanhoe Capital Acquisition Corp.

1177 Avenue of Americas, 5th Floor

New York, New York 10026

Ladies and Gentlemen:

We have acted as special legal counsel to Ivanhoe Capital Acquisition Corp., a Cayman Islands exempted company (“Ivanhoe”), in connection with the Registration Statement on Form S-4, initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on August 10, 2021 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Act”), relating to the Business Combination Agreement, dated July 12, 2021 (as it may be further amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among Ivanhoe, Wormhole Merger Sub Pte. Ltd., a Singapore private company limited by shares and wholly owned subsidiary of Ivanhoe (“Amalgamation Sub”), and SES Holdings Pte. Ltd., a Singapore private company limited by shares (“SES”). Pursuant to the Business Combination Agreement, (i) Ivanhoe will change its jurisdiction of incorporation to Delaware (the “Domestication”) pursuant to Part XII of the Companies Law (Revised) of the Cayman Islands and domesticate as a Delaware corporation in accordance with Section 388 of the General Corporation Law of the State of Delaware (the “DGCL”) by filing a certificate of corporate domestication simultaneously with a certificate of incorporation with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”). We refer herein to Ivanhoe following effectiveness of the Domestication as “New SES.” Further, Amalgamation Sub will amalgamate with and into SES, with SES surviving as the amalgamated company (the “Amalgamation”). As a result, SES will become a wholly owned subsidiary of New SES.

This opinion is being rendered in connection with the registration under the above-referenced Registration Statement of the following securities of New SES (collectively, the “Securities” and, the shares listed in clauses (b), (e) and (f), the “Consideration Shares”):

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In connection with the preparation of this opinion, we have, among other things, read:

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For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto and the due authorization, execution and delivery of all documents by the parties thereto other than Ivanhoe. We have not independently established or verified any facts relevant to the opinion expressed herein, but have relied upon statements and representations of officers and other representatives of Ivanhoe and others as to factual matters. Subject to the assumptions, qualifications, exclusions and other limitations which are identified in this opinion, we advise you that:

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Our opinions expressed above are subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law or judicially developed doctrine in this area (such as substantive consolidation or equitable subordination) affecting the enforcement of creditors’ rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), (iii) an implied covenant of good faith and fair dealing, (iv) public policy considerations which may limit the rights of parties to obtain certain remedies, (v) any requirement that a claim with respect to any security denominated in other than U.S. dollars (or a judgment denominated in other than U.S. dollars in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined in accordance with applicable law, (vi) governmental authority to limit, delay or prohibit the making of payments outside of the United States or in a foreign currency or currency unit and (vii) any laws except the laws of the State of New York and the DGCL. We advise you that issues addressed by this letter may be governed in whole or in part by other laws, but we express no opinion as to whether any relevant difference exists between the laws upon which our opinions are based and any other laws which may actually govern. We do not find it necessary for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities or “Blue Sky” laws of the various states to the issuance of the Securities.

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion should the present laws of the State of New York or the DGCL be changed by legislative action, judicial decision or otherwise.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

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Exhibit 8.1

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September 21, 2021

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Ivanhoe Capital Acquisition Corp.

1177 Avenue of Americas

5th Floor

New York, NY 10026

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Ladies and Gentlemen:

We are U.S. tax counsel to Ivanhoe Capital Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands (“Parent”), in connection with the preparation of the registration statement on Form S-4 (as amended or supplemented through the date hereof, and together with the Proxy Statement/Prospectus filed therewith, the “Registration Statement”) (Registration No. 333-258691) originally filed with the Securities and Exchange Commission (the “Commission”) on August 10, 2021, under the Securities Act of 1933, as amended (the “Securities Act”), by Parent. As used herein, “New SES” refers to Parent after giving effect to the Domestication and the Business Combination. The Registration Statement relates to the registration of (i) 377,278,818 shares of Class A common stock, par value $0.0001 per share, of New SES, (ii) 14,213,333 warrants to purchase shares of Class A common stock and (iii) 46,849,144 shares of Class B common stock, par value $0.0001 per share, of New SES, in each case as described in the Registration Statement.

The Registration Statement is being filed in connection with the transactions (the “Business Combination”) contemplated by that certain Business Combination Agreement, dated July 7, 2021 (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among Parent, Wormhole Merger Sub Pte. Ltd., a Singapore private company limited by shares (“Amalgamation Sub”), and SES Holdings Pte. Ltd., a Singapore private company limited by shares (“SES”). Capitalized terms not otherwise defined herein shall have the same meanings attributed to such terms in the Registration Statement. You have requested our opinion as to certain U.S. federal income tax considerations. In providing this opinion, we have assumed (without any independent investigation or review thereof) that:

(a) All original documents submitted to us (including signatures thereto) are authentic, all documents submitted to us as copies conform to the original documents, all such documents have been duly and validly executed and delivered where due execution and delivery are a prerequisite to the effectiveness thereof, and all parties to such documents had or will have, as applicable, the requisite corporate powers and authority to enter into such documents and to undertake and consummate the Business Combination;

(b) All factual representations, warranties and statements made or agreed to by the parties to the Business Combination Agreement, the Sponsor Letter Agreement, the Transaction Support Agreements, the Subscription Agreements, and the other agreements referred to in any of the foregoing or otherwise relating to the Business Combination (collectively, the “Agreements” and, together with the Registration Statement, the “Documents”), and in any representation letters provided to us by Parent, SES, and Amalgamation Sub, are true, correct and complete at all times up to Closing, in each case, without regard to any qualification as to knowledge, belief, or otherwise;

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(c) The description of the Business Combination in the Registration Statement is accurate, the Business Combination will be consummated in accordance with such description and with the Business Combination Agreement and the other Agreements, without any waiver or breach of any material provision thereof, and the Business Combination will be effective under applicable corporate law as described in the Business Combination Agreement and the other Agreements; and

(d)The Documents represent the entire understanding of the parties with respect to the Business Combination, there are no other written or oral agreements regarding the Business Combination other than the Agreements and none of the material terms and conditions thereof have been or will be waived or modified.

This opinion is based on current provisions of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), the regulations promulgated thereunder by the U.S. Treasury Department, and the interpretation of the Code and such regulations by the courts and the U.S. Internal Revenue Service, in each case, as they are in effect and exist at the date of this opinion. It should be noted that statutes, regulations, judicial decisions and administrative interpretations are subject to change at any time and, in some circumstances, with retroactive effect. Any change that is made after the date hereof in any of the foregoing bases for our opinion, or any inaccuracy in the facts or assumptions on which we have relied in issuing our opinion, could adversely affect our conclusion. We assume no responsibility to inform you of any such change or inaccuracy that may occur or come to our attention. No opinion is expressed as to any transactions other than the Domestication in connection with the Business Combination, or any matter other than those specifically covered by this opinion. In particular, this opinion is limited to the matters discussed in the section entitled “U.S. Federal Income Tax Considerations — U.S. Holders — Effects of the Domestication on U.S. Holders” in the Registration Statement, subject to the assumptions, limitations and qualifications stated in the section entitled “U.S. Federal Income Tax Considerations” in the Registration Statement (the “Tax Disclosure”), and, as further described in the Tax Disclosure, does not address (i) the U.S. federal income tax treatment of any shareholder subject to special rules under the Code or the Treasury Regulations, as further described in the Tax Disclosure, (ii) any matter arising in connection with Section 367 of the Code, or (iii) any matter arising in connection with the “passive foreign investment company” rules of Sections 1291-1297 of the Code.

The U.S. federal income tax consequences of the transactions described in the Registration Statement are complex and are subject to varying interpretations. The conclusions reached in our opinion are based on our best judgment regarding application of the relevant legal authorities. Our opinion is not binding on the U.S. Internal Revenue Service or any court, and there is no assurance or guarantee that either will agree with our conclusions. Indeed, the U.S. Internal Revenue Service may challenge one or more of the conclusions contained herein and may take a position that is inconsistent with the views expressed herein. There is no assurance or guarantee that a court would, if presented with the issues addressed herein, reach the same or similar conclusions as we have reached; indeed, a court may reach a contrary conclusion on one or more issues.

Based upon and subject to the foregoing and the limitations and qualifications herein and in the Registration Statement, the discussion set forth in the Registration Statement under the heading “U.S. Federal Income Tax Considerations — U.S. Holders — Effects of the Domestication on U.S. Holders,” constitutes our opinion as to the material U.S. federal income tax considerations for U.S. Holders of public shares with respect to the Domestication.

This opinion is furnished to you solely for use in connection with the Registration Statement. This opinion is based on facts and circumstances existing on the date hereof. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

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Very truly yours,

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/s/ Kirkland & Ellis LLP

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Kirkland & Ellis LLP

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Exhibit 21.1

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SUBSIDIARIES OF IVANHOE CAPITAL ACQUISITION CORP.

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Exhibit 23.1

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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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We hereby consent to the use in this Registration Statement on Amendment No. 1 to Form S-4 of our report dated March 30, 2021, relating to the financial statements of Ivanhoe Capital Acquisition Corp., which is contained in the Prospectus. We also consent to the reference to our Firm under the caption “Experts” in the Prospectus.

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September 20, 2021

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the use of our report dated August 10, 2021, with respect to the consolidated financial statements of SES Holdings Pte. Ltd. and subsidiaries, included herein and to the reference to our firm under the heading “Experts” in the proxy statement/prospectus.

/s/ KPMG LLP

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Albany, NY

September 21, 2021

Exhibit 99.2

CONSENT TO REFERENCE IN PROXY STATEMENT/

PROSPECTUS

September 21, 2021

Ivanhoe Capital Acquisition Corp.

1177 Avenue of the Americas, 5^th Floor

New York, New York 10036

Ivanhoe Capital Acquisition Corp. (the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to the reference to me in the proxy statement/prospectus included in such Registration Statement as a future member of the board of directors of the Company, such appointment to commence immediately after the effective time of the business combination described in the proxy statement/prospectus.

Sincerely,

/s/ Dr. Jang Wook Choi

Dr. Jang Wook Choi

Exhibit 99.3

CONSENT TO REFERENCE IN PROXY STATEMENT/

PROSPECTUS

September 21, 2021

Ivanhoe Capital Acquisition Corp.

1177 Avenue of the Americas, 5^th Floor

New York, New York 10036

Ivanhoe Capital Acquisition Corp. (the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to the reference to me in the proxy statement/prospectus included in such Registration Statement as a future member of the board of directors of the Company, such appointment to commence immediately after the effective time of the business combination described in the proxy statement/prospectus.

Sincerely,

/s/ Kent Helfrich

Kent Helfrich

Exhibit 99.4

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CONSENT TO REFERENCE IN PROXY STATEMENT/

PROSPECTUS

September 21, 2021

Ivanhoe Capital Acquisition Corp.

1177 Avenue of the Americas, 5^th Floor

New York, New York 10036

Ivanhoe Capital Acquisition Corp. (the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, 1 hereby consent, pursuant to Rule 438 of the Securities Act, to the reference to me in the proxy statement/prospectus included in such Registration Statement as a future member of the board of directors of the Company, such appointment to commence immediately after the effective time of the business combination described in the proxy statement/prospectus.

Sincerely,

/s/ Eric Luo

Eric Luo

Exhibit 99.5

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CONSENT TO REFERENCE IN PROXY STATEMENT/

PROSPECTUS

September 21, 2021

Ivanhoe Capital Acquisition Corp.

1177 Avenue of the Americas, 5^th Floor

New York, New York 10036

Ivanhoe Capital Acquisition Corp. (the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to the reference to me in the proxy statement/prospectus included in such Registration Statement as a future member of the board of directors of the Company, such appointment to commence immediately after the effective time of the business combination described in the proxy statement/prospectus.

Sincerely,

/s/ Jiong Ma

Jiong Ma

Exhibit 99.6

CONSENT TO REFERENCE IN PROXY STATEMENT/

PROSPECTUS

September 21, 2021

Ivanhoe Capital Acquisition Corp.

1177 Avenue of the Americas, 5^th Floor

New York, New York 10036

Ivanhoe Capital Acquisition Corp. (the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to the reference to me in the proxy statement/prospectus included in such Registration Statement as a future member of the board of directors of the Company, such appointment to commence immediately after the effective time of the business combination described in the proxy statement/prospectus.

Sincerely,

/s/ Choon Chong Tay

Choon Chong Tay