Exhibit 10.1


 


July 12, 2021


 


Ivanhoe Capital Acquisition Corp.


150 Beach Road


25-03 The Gateway West


189720 Singapore


 


Re:           Amendment
to IPO Letter Agreement


 


Ladies and Gentlemen:


 


Reference is hereby made to (i) that certain letter
agreement, dated as of January 6, 2021 (the “Letter Agreement”), delivered to Ivanhoe Capital Acquisition Corp.,
a Cayman Islands exempted company (including following the Domestication (as defined in the Business Combination Agreement), the “Company”),
by Ivanhoe Capital Sponsor LLC (the “Sponsor”) and each of the undersigned individuals, each of whom is a member
of the Company’s board of directors, advisory board and/or management team (each such individual, an “Insider”
and collectively, the “Insiders”), in connection with the Company’s initial public offering of units and
(ii) that certain Business Combination Agreement, dated as of the date hereof (as the same may be amended, modified or supplemented from
time to time, the “Business Combination Agreement”), by and among the Company, Wormhole Merger Sub Pte. Ltd.,
a Singapore private company limited by shares and a direct, wholly owned subsidiary of the Company (“Amalgamation Sub”),
and SES Holdings Pte. Ltd., a Singapore private company limited by shares (“SES”), pursuant to which the Company
will acquire SES and consummate its initial business combination (such transactions, the “SES Business Combination”).


 


In order to induce the Company and SES to enter
into the Business Combination Agreement and to proceed with the transactions contemplated thereby and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Sponsor and each of the Insiders, hereby agrees to amend the Letter
Agreement (this “Amendment”) as follows:


 


		1.	Upon the closing of the SES Business Combination, Section 6 of the Letter Agreement shall be amended and
restated in its entirety and be replaced with the following:



 


“(a)  The Sponsor and
each Insider agrees that it, he or she shall not Transfer any shares of Class A Common Stock received upon the conversion of the Founder
Shares in connection with the SES Business Combination (the “Subject Shares”) until the earlier of (i) (v) with
respect to 20% of such shares, until the date that is 180 days after the consummation of the SES Business Combination (the “SES
Closing”), (w) with respect to 20% of such shares, until the closing price of the Class A Common Stock equals
or exceeds $12.00 for any 20 trading days within a 30-trading day period following the date that is 150 days after the SES Closing (the
“Requisite Trading Period”), (x) with respect to 20% of such shares, until the closing price of the Class A
Common Stock equals or exceeds $14.00 for the Requisite Trading Period, (y) with respect to 20% of such shares, until the closing
price of the Class A Common Stock equals or exceeds $16.00 for the Requisite Trading Period, and (z) with respect to the remaining
20% of such shares, until the closing price of the Class A Common Stock equals or exceeds $18.00 for the Requisite Trading Period,
and (ii) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after
the SES Business Combination that results in all of the stockholders having the right to exchange their Common Stock for cash, securities
or other property; provided that in the event that the per-share value of the cash, securities or other property to be received by the
holders of Class A Common Stock in such liquidation, merger, capital stock exchange or other similar transaction (the “Per
Share Transaction Value”) is less than $18.00, then the Subject Shares will be released from these transfer restrictions
to the Initial Shareholders on a pro rata basis as follows: (x) to the extent not previously released, all Subject Shares that are
subject to release upon achievement of any share price performance requirements that are less than the Per Share Transaction Value will
be released, and (y) the number of Subject Shares that would be released upon the achievement of the next share price performance
requirement that is higher than the Per Share Transaction Value (the “Release Threshold”), multiplied by (b) a
fraction, the numerator of which equals (x) 2, minus (y) the amount by which the Release Threshold exceeds the Per Share Transaction
Value, and the denominator of which equals 2, will be released. Any Subject Shares not released pursuant to the preceding sentence will
be forfeited and cancelled. For example, if the Per Share Transaction Value equaled $15.00 and 6,900,000 shares of Class A Common Stock
are issued to the Initial Shareholders in the SES Business Combination, then the number of Subject Shares released to the Initial Shareholders
would be (1) any unreleased Subject Shares that were subject to release upon the achievement of the $12.00 and $14.00 share price
requirements, plus (2) 690,000, or 50% of the Subject Shares that would have been released if the $16.00 share price threshold has
been achieved, and the remaining 2,070,000 unreleased Subject Shares would be forfeited and cancelled (the “Founder Shares
Lock-up Period”).


 






    	 	1	 



     


    

 


(b)  The Sponsor and each
Insider agrees that it, he or she shall not Transfer any Private Placement Warrants (or any shares of Class A Common Stock underlying
the Private Placement Warrants), until 30 days after the completion of the SES Business Combination (the “Private Placement
Warrants Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up Periods”).


 


(c)  Notwithstanding the provisions
set forth in paragraphs 6(a) and (b), Transfers of the Subject Shares, Private Placement Warrants and the shares of Class A Common
Stock underlying the Private Placement Warrants that are held by the Sponsor, any Insider or any of their permitted transferees (that
have complied with this paragraph 6(c)), are permitted (a) to the Company’s officers or directors, any affiliate or family
member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any members of the Sponsor or any of their
affiliates; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the
beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization;
(c) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (d) in the case
of an individual, pursuant to a qualified domestic relations order; (e) by virtue of the laws of Delaware or the Sponsor’s
partnership agreement upon dissolution of the Sponsor; or (f) in the event of the Company’s liquidation, merger, share exchange
or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common Stock
for cash, securities or other property subsequent to the Company’s completion of the SES Business Combination; provided, however,
that in the case of clauses (a) through (e), these permitted transferees must enter into a written agreement with the Company agreeing
to be bound by the transfer restrictions herein.


 


		2.	Upon the closing of the SES Business Combination, Section 10 of the Letter Agreement is hereby amended
by (i) replacing the defined term “Ordinary Shares” with: “Ordinary Shares” shall mean the Class
A Common Stock and Class B common stock, par value $0.0001 per share, of the Company.” and (ii) adding the following defined terms
as clause (ix) and (x) thereto:



 


(ix) “Class A Common Stock”
shall mean the shares of Class A common stock, par value $0.0001 per share, of the Company.


 


(x) “SES Business Combination”
shall mean the business combination and other transactions contemplated by that certain Business Combination Agreement, dated as of the
date hereof, by and among the Company, Wormhole Merger Sub Pte. Ltd., a Singapore private company limited by shares and a direct, wholly
owned subsidiary of the Company, and SES Holdings Pte. Ltd., a Singapore private company limited by shares.


 


		3.	The provisions of the Letter Agreement, as amended by this Amendment, remain in full force and effect.
From and after the date hereof, references to “this Letter Agreement” in the Letter Agreement shall be deemed references to
the Letter Agreement, as amended by this Amendment. Notwithstanding anything herein to the contrary,
and for the avoidance of doubt, in the event the Business Combination Agreement is terminated pursuant to the terms thereof for any reason,
this Amendment shall automatically terminate and cease to be of further force and effect. 



 


		4.	This Amendment and the Letter Agreement, as amended pursuant to this Amendment, the Business Combination
Agreement and the other Transaction Agreements (as defined in the Business Combination Agreement) constitute the entire agreement and
understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements, or representations
by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions
contemplated hereby. This Amendment may not be changed, amended, modified or waived (other than to correct a typographical error) as to
any particular provision, except by a written instrument executed by all parties hereto.



 






    	 	2	 



     


    

 


		5.	Sections 13, 14, 15, 16, 17 and 18 of the Letter Agreement are hereby incorporated by reference and shall
apply mutatis mutandis as if set forth at length herein. Descriptive headings are for convenience only and shall not
control or affect the meaning or construction of any provision of this Amendment.



 


[Signature Page Follows]


 


 






    	 	3	 



     


    

 


	 	Sincerely,
	 	 
	 	IVANHOE CAPITAL SPONSOR LLC
	 	 
	 	By: 	/s/ Robert Friedland 
	 	 	Name: Robert Friedland

                                    Title: President

	 	 	 
	 	 	 
	 	By:	/s/ Robert Friedland
	 	 	Robert Friedland
	 	 	 
	 	 	 
	 	By:	/s/ Gary Gartner
	 	 	Gary Gartner
	 	 	 
	 	 	 
	 	By:	/s/ Andrew Boyd
	 	 	Andrew Boyd
	 	 	 
	 	 	 
	 	By:	/s/ Christopher Carter
	 	 	Christopher Carter
	 	 	 
	 	 	 
	 	By:	/s/ Hirofumi Katase
	 	 	Hirofumi Katase
	 	 	 
	 	 	 
	 	By:	/s/ Francis P.T. Leung
	 	 	Francis P.T. Leung
	 	 	 
	 	 	 
	 	By:	/s/ Edward T. Welburn Jr.
	 	 	Edward T. Welburn Jr.



 


Acknowledged and Agreed:


 


IVANHOE CAPITAL ACQUISITION CORP.


 


 





	By:	/s/ Robert Friedland	 
	 	Name: Robert Friedland	 
	 	Title: Chairman and Chief Executive Officer	 
	 	 	 
	 	 	 



 


[Signature Page to Letter Agreement Amendment]