SEC Form 10-Q filed by SES AI Corporation

8/6/25 4:11:00 PM ET

$SES

Industrial Machinery/Components

Miscellaneous

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SES AI Corporation_June 30, 2025

Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-39845

SES AI Corporation

(Exact name of registrant as specified in its charter)


Delaware	88-0641865
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

35 Cabot Road Woburn, MA	01801
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (339) 298-8750

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading symbol(s)	Name of Exchange on which registered
Class A common stock, par value $0.0001 per share	SES	The New York Stock Exchange
Warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share	SES WS	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July 30, 2025, there were 321,839,570 shares of the registrant’s Class A common stock and 43,881,251 shares of the registrant’s Class B common stock outstanding.

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TABLE OF CONTENTS



Cautionary Note Regarding Forward-Looking Statements
Part I.	Financial Information
Item 1.	Financial Statements	5
	Condensed Consolidated Balance Sheets (Unaudited)	5
	Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)	6
	Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)	7
	Condensed Consolidated Statements of Cash Flows (Unaudited)	8
	Notes to Condensed Consolidated Financial Statements (Unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 4.	Controls and Procedures	22

Part II.	Other Information
Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	25
Item 4.	Mine Safety Disclosures	25
Item 5.	Other Information	25
Item 6.	Exhibits	26
Signatures		27

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains statements that SES AI Corporation (together the “Company” or “SES”) believes are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements relating to expectations for future financial performance, business strategies or expectations for our business. These statements are based on the beliefs and assumptions of the management of the Company. Although the Company believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, it cannot provide assurance that it will achieve or realize these plans, intentions or expectations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Quarterly Report, words such as “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “strive,” “target,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

You should not place undue reliance on these forward-looking statements. Should one or more of a number of known and unknown risks and uncertainties materialize, or should any of our assumptions prove incorrect, the Company’s actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include, but are not limited to the risks below, which also serves as a summary of the principal risks of an investment in our securities:

●

We face significant challenges in developing a Lithium-Metal (“Li-Metal”) battery that can be commercialized for use in electric vehicles (“EVs”), urban air mobility (“UAM”), and other applications, and the pace of development is often unpredictable and subject to delays.

●

We expect to continue to incur losses for the foreseeable future. While we expect to become profitable eventually, our projects are based on internal assumptions may prove incorrect, and we may never achieve or maintain profitability.

●

We will need substantial additional capital in the future to fund our business and may be unable to meet our future capital requirements, impairing our financial position and results of operations.

●

Our Li-Metal technology is untested in actual EVs and may ultimately prove unworkable.

●

The market for UAM, and for use of Li-Metal technology in UAM applications, is still emerging and may not achieve the growth potential we expect.

●

If our batteries fail to perform as expected our ability to develop, market and sell our batteries could be harmed.

●

We are unable to predict user behavior when driving EVs with Li-Metal technology.

●

Delays in the pre-manufacturing development of our battery cells could adversely affect our business and prospects.

●

We may not be able to engage target original equipment manufacturers (“OEMs”) customers successfully and to convert such contacts into meaningful orders in the future.

●

If we are unable to integrate our products into EVs manufactured by OEM customers, our results of operations could be impaired.

●

We may not be able to establish new, or maintain existing, supply relationships for necessary raw materials, components or equipment or may be required to pay costs for raw materials, components or equipment that are more expensive than anticipated, which could delay the introduction of our product and negatively impact our business.

●

Our ability to manufacture our Li-Metal batteries at scale depends on our ability to build, operate and staff our facilities successfully as well as to obtain sufficient contract manufacturing specificity.

●

We have pursued and may continue to pursue joint development agreements (“JDAs”), services contracts, and other strategic alliances, which could have an adverse impact on our business if they are unsuccessful or if we are unable to enter into new strategic alliances.

●

The EV battery market continues to evolve and is highly competitive, and certain other battery manufacturers have significantly greater resources than we do.

●

We may not be able to estimate accurately the future supply and demand for our batteries, which could result in a variety of inefficiencies in our business and hinder our ability to generate revenue. If we fail to predict accurately our manufacturing requirements, we could incur additional costs or experience delays.

●

Certain components of our batteries pose safety risks that may cause accidents. We may be subject to financial and reputational risks due to product recalls and product liability claims, and we could face substantial liabilities that exceed our resources.

●

Our use of artificial intelligence and machine learning may result in legal and regulatory risks.

●

The market for our AI-based services is still emerging and our AI programs may not achieve the growth potential we expect.

●

Our patent applications may not result in issued patents or our patent rights may be challenged, invalidated or limited in scope, any of which could have a material adverse effect on our ability to prevent others from competing or interfering with the commercialization of our products.

●

We rely heavily on our intellectual property portfolio, including unpatented proprietary technology. If we are unable to protect our intellectual property rights from unauthorized use, our business and competitive position would be harmed.

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●

The international nature of our business exposes us to business, regulatory, political, operational, financial and economic risks associated with doing business outside of the United States.

●

Changes in U.S. and foreign government policy, including the imposition of or increases in tariffs and changes to existing trade agreements, could have a material adverse effect on global economic conditions and our business, results of operations, prospects and financial condition.

●

The price of our Class A common stock has been and may continue to be volatile.

●

Our public warrants may never be in the money, and they may expire worthless.

●

We are controlled or substantially influenced by Dr. Qichao Hu and certain entities affiliated with Dr. Hu, whose interests may conflict with other stockholders. The concentrated ownership of our dual class common stock could prevent stockholders from influencing significant decisions.

●

Our failure to satisfy certain New York Stock Exchange (“NYSE”) listing requirements may result in our Class A common stock being delisted from the NYSE, which could eliminate or adversely affect the trading market for our Class A common stock.

●

We have a history of material weaknesses in our internal control over financial reporting, and a failure to remediate any such weakness and/or our identification of new ones could have an adverse impact on the value of our Class A common stock.

●

The other factors disclosed in this Quarterly Report on Form 10-Q and the Company’s other filings with the Securities and Exchange Commission (the “SEC”), in particular the risks described in “Part II, Item 1A” of this Quarterly Report and “Part I, Item 1A” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 28, 2025, as amended on April 30, 2025 (the “2024 Annual Report on Form 10-K”).

The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on information available as of the date of this Quarterly Report on Form 10-Q and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q and should not be relied upon as representing the Company’s views as of any subsequent date. The Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

SES AI Corporation

Condensed Consolidated Balance Sheets

(Unaudited)


(in thousands, except share and per share amounts)	June 30, 2025		December 31, 2024
Assets
Current Assets
Cash and cash equivalents	$	11,757	$	128,796
Short-term investments		217,123		133,748
Accounts receivable		3,009		950
Inventories		114		212
Prepaid expenses and other assets		10,960		13,198
Total current assets		242,963		276,904
Property and equipment, net		34,089		38,165
Intangible assets, net		1,153		1,217
Right-of-use assets, net		8,744		9,927
Deferred tax assets		1,335		1,335
Other assets, non-current		2,176		2,237
Total assets	$	290,460	$	329,785
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable	$	1,981	$	1,901
Operating lease liabilities		2,732		2,585
Accrued expenses and other current liabilities		14,788		18,329
Total current liabilities		19,501		22,815
Sponsor Earn-Out liabilities		3,036		9,472
Operating lease liabilities, non-current		6,573		7,977
Unearned government grant		9,509		8,606
Other liabilities, non-current		2,614		2,605
Total liabilities		41,233		51,475
Commitments and contingencies (Note 10)
Stockholders’ Equity
Common stock: Class A shares, $0.0001 par value, 2,100,000,000 shares authorized; 322,168,676 and 317,676,034 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively; Class B shares, $0.0001 par value, 200,000,000 shares authorized; 43,881,251 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively		37		36
Additional paid-in capital		585,688		579,378
Accumulated deficit		(333,954)		(298,871)
Accumulated other comprehensive loss		(2,544)		(2,233)
Total stockholders' equity		249,227		278,310
Total liabilities and stockholders' equity	$	290,460	$	329,785

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SES AI Corporation

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands, except share and per share amounts)	2025		2024		2025		2024
Revenue from contracts with customers:
Revenue	$	3,527	$	—	$	9,320	$	—
Cost of revenues		927		—		2,163		—
Gross profit		2,600		—		7,157		—
Operating expenses:
Research and development		19,087		15,057		39,597		26,822
General and administrative		6,520		9,570		13,840		19,076
Total operating expenses		25,607		24,627		53,437		45,898
Loss from operations		(23,007)		(24,627)		(46,280)		(45,898)
Other income:
(Loss) Gain on change in fair value of Sponsor Earn-Out liabilities		(1,443)		1,411		6,436		2,286
Interest income		2,367		3,995		5,037		8,157
Miscellaneous income (expense), net		100		(580)		396		294
Total other income, net		1,024		4,826		11,869		10,737
Loss before income taxes		(21,983)		(19,801)		(34,411)		(35,161)
Provision for income taxes		(668)		(96)		(672)		(293)
Net loss		(22,651)		(19,897)		(35,083)		(35,454)
Other comprehensive loss, net of tax:
Foreign currency translation adjustment		(283)		(93)		(236)		(550)
Unrealized loss on short-term investments		(55)		(59)		(75)		(358)
Total other comprehensive loss, net of tax		(338)		(152)		(311)		(908)
Total comprehensive loss	$	(22,989)	$	(20,049)	$	(35,394)	$	(36,362)

Net loss per share attributable to common stockholders:
Basic and diluted	$	(0.07)	$	(0.06)	$	(0.11)	$	(0.11)

Weighted-average shares outstanding:
Basic and diluted		331,731,923		320,833,854		330,539,801		319,812,287

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SES AI Corporation

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)


Six Months Ended June 30, 2025

	Class A and Class B							Accumulated		Total
	Common Stock			Additional		Accumulated		Other Comprehensive		Stockholders’
(in thousands, except share and per share amounts)	Shares	Amount		Paid-in-Capital		Deficit		Income (Loss)		Equity
Balance – December 31, 2024	361,557,285	$	36	$	579,378	$	(298,871)	$	(2,233)	$	278,310
Issuance of common stock upon exercise of stock options	50,000		—		8		—		—		8
Restricted stock units vested	3,284,079		—		—		—		—		—
Forfeitures of Earn-Out Restricted Shares	(2,797)		—		—		—		—		—
Forfeitures of Restricted Stock Awards	(37,735)		—		(31)		—		—		(31)
Stock-based compensation	—		—		3,973		—		—		3,973
Net loss	—		—		—		(12,432)		—		(12,432)
Unrealized loss on short-term investments	—		—		—		—		(20)		(20)
Foreign currency translation adjustments	—		—		—		—		47		47
Balance — March 31, 2025	364,850,832	$	36	$	583,328	$	(311,303)	$	(2,206)	$	269,855
Issuance of common stock upon exercise of stock options	74,311		1		5		—		—		6
Restricted stock units vested	1,184,478		—		—		—		—		—
Forfeitures of Earn-Out Restricted Shares	(11,869)		—		—		—		—		—
Forfeitures of Restricted Stock Awards	(47,825)		—		(327)		—		—		(327)
Stock issuance costs	—		—		(13)		—		—		(13)
Stock-based compensation	—		—		2,695		—		—		2,695
Net loss	—		—		—		(22,651)		—		(22,651)
Unrealized loss on short-term investments	—		—		—		—		(55)		(55)
Foreign currency translation adjustments	—		—		—		—		(283)		(283)
Balance — June 30, 2025	366,049,927	$	37	$	585,688	$	(333,954)	$	(2,544)	$	249,227


Six Months Ended June 30, 2024

	Class A and Class B							Accumulated		Total
	Common Stock			Additional		Accumulated		Other Comprehensive		Stockholders’
(in thousands, except share and per share amounts)	Shares	Amount		Paid-in-Capital		Deficit		Income (Loss)		Equity
Balance — December 31, 2023	354,148,173	$	35	$	559,214	$	(198,686)	$	(1,613)	$	358,950
Issuance of common stock upon exercise of stock options	197,127		—		18		—		—		18
Restricted stock units vested	18,869		—		—		—		—		—
Forfeitures of Earn-Out Restricted Shares	(711,298)		—		—		—		—		—
Forfeitures of Restricted Stock Awards	(35,253)		—		(50)		—		—		(50)
Stock-based compensation	—		—		4,784		—		—		4,784
Net loss	—		—		—		(15,557)		—		(15,557)
Unrealized loss on short-term investments	—		—		—		—		(299)		(299)
Foreign currency translation adjustments	—		—		—		—		(457)		(457)
Balance — March 31, 2024	353,617,618	$	35	$	563,966	$	(214,243)	$	(2,369)	$	347,389
Issuance of common stock upon exercise of stock options	746,517		—		110		—		—		110
Restricted stock units vested	1,653,403		—		(635)		—		—		(635)
Forfeitures of Earn-Out Restricted Shares	(77,529)		—		—		—		—		—
Forfeitures of Restricted Stock Awards	(33,074)		—		(44)		—		—		(44)
Stock-based compensation	—		—		4,802		—		—		4,802
Net loss	—		—		—		(19,897)		—		(19,897)
Unrealized loss on short-term investments	—		—		—		—		(59)		(59)
Foreign currency translation adjustments	—		—		—		—		(93)		(93)
Balance — June 30, 2024	355,906,935	$	35	$	568,199	$	(234,140)	$	(2,521)	$	331,573

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SES AI Corporation

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Six Months Ended June 30,
(in thousands)	2025		2024
Cash Flows From Operating Activities
Net loss	$	(35,083)	$	(35,454)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain from change in fair value of Sponsor Earn-Out liabilities		(6,436)		(2,286)
Stock-based compensation		6,686		9,586
Depreciation and amortization		5,043		3,666
Accretion income from available-for-sale short-term investments		(1,734)		(3,889)
Other		103		(1,478)
Changes in operating assets and liabilities:
Receivable from related party		—		3,321
Accounts receivable		(2,059)		—
Inventories		103		22
Prepaid expenses and other assets		2,338		(2,548)
Right-of-use assets		1,272		1,802
Accounts payable		(25)		(274)
Lease liabilities		(1,350)		(1,715)
Accrued expenses and other liabilities		(2,512)		(1,824)
Net cash used in operating activities		(33,654)		(31,071)
Cash Flows From Investing Activities
Purchases of property and equipment		(1,720)		(10,454)
Purchase of short-term investments		(162,267)		(133,999)
Proceeds from the maturities of short-term investments		80,800		145,000
Net cash (used in) provided by investing activities		(83,187)		547
Cash Flows From Financing Activities
Payments for taxes withheld to cover vested restricted stock		(358)		—
Proceeds from stock option exercises		13		128
Net cash (used in) provided by financing activities		(345)		128
Effect of exchange rates on cash		199		(501)
Net decrease in cash, cash equivalents and restricted cash		(116,987)		(30,897)
Cash, cash equivalents and restricted cash at beginning of period (Note 5)		129,395		86,966
Cash, cash equivalents and restricted cash at end of period (Note 5)	$	12,408	$	56,069

Supplemental Cash and Non-Cash Information:
Income taxes paid	$	—	$	203
Accounts payable and accrued expenses related to purchases of property and equipment	$	1,005	$	2,081

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SES AI Corporation

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Dollars in thousands, unless otherwise stated)

Note 1. Nature of Business

Organization

SES AI Corporation and its consolidated subsidiaries (together the “Company” or “SES”), is a leading developer and manufacturer of high-performance, AI-enhanced Lithium-Metal (“Li-Metal”) and Lithium-ion (“Li-ion) rechargeable battery technologies for electric vehicles (“EVs”), Urban Air Mobility (“UAM”), drones, robotics, energy storage systems (“ESS”) and other applications. The Company’s mission is to accelerate the world’s energy transition through material discovery and battery management. The Company’s differentiated battery technology has been designed to combine the high energy density of Li-Metal with the cost-effective, large-scale manufacturability of conventional Li-ion batteries which will help to promote the transition from the global dependence on fossil fuel-based automotive vehicles to clean and efficient EVs. The Company’s headquarters are located in Woburn, Massachusetts with research and development facilities located there, in Shanghai, China, and in Chungju, South Korea. Principal operations have commenced, and the Company has derived revenue from its principal business activities starting in October 2024.

Note 2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements include the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reporting. Management believes that all adjustments necessary for the fair presentation of results, consisting of normally recurring items, have been included in the condensed consolidated financial statements for the interim periods presented. The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the full year or any other future interim or annual periods. All intercompany balances and transactions have been eliminated in consolidation. The Company’s fiscal year ends on December 31.

The year-end balance sheet data was derived from audited consolidated financial statements. These unaudited interim condensed consolidated financial statements do not include all of the annual disclosures required by U.S. GAAP; accordingly, they should be read in conjunction with the audited consolidated financial statements and accompanying notes as of and for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 28, 2025, as amended on April 30, 2025 (the “2024 Annual Report on Form 10-K”).

Use of estimates

The preparation of these condensed consolidated financial statements in conformity with U.S. GAAP requires management to make use of estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of commitments and contingencies, and the reported amounts of revenues, if any, and expenses. The Company bases its estimates on available historical experience and on various other factors that the Company believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not apparent from other sources. Changes in estimates are reflected in reported results for the period in which they become known. Actual results may differ from those estimates.

Significant estimates and assumptions include those related to the valuation of (i) certain equity awards, including common stock awards prior to the Business Combination, the Sponsor Earn-Out Shares, the Earn-Out Restricted Shares, and performance stock units, (ii) revenue from customers, (iii) deferred tax assets and uncertain income tax positions, (iv) the measurement of operating lease liabilities, and (v) the evaluation of the recoverability of long-lived assets, including intangible assets. On an ongoing basis, the Company evaluates these judgments and estimates for reasonableness.

Fair Value Measurements

Fair value is defined as an exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or

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permitted to be either recorded or disclosed at fair value, the Company considers the principal or most advantageous market in which it would transact, and it also considers assumptions that market participants would use when pricing the asset or liability.

The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. GAAP establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is as follows:

Level 1 Observable inputs such as quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 Inputs other than the quoted prices in active markets that are observable either directly or indirectly.

Level 3 Unobservable inputs in which there are little or no market data and which require the Company to develop its own assumptions.

Certain of the Company’s financial instruments, including cash and cash equivalents, accounts payable, accrued expenses and other current liabilities are carried at cost, which approximates their fair value because of their short-term nature. The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis:


(in thousands)	Level 1		Level 2		Level 3		Total
June 30, 2025
Current Assets
Cash equivalents in money market funds (Note 5)	$	6,447	$	—	$	—	$	6,447
U.S. treasury securities		215,865		—		—		215,865
Equity securities⁽¹⁾		1,258		—		—		1,258
Total current assets at fair value	$	223,570	$	—	$	—	$	223,570

Liabilities
Sponsor Earn-Out liabilities	$	—	$	—	$	3,036	$	3,036
Total liabilities at fair value	$	—	$	—	$	3,036	$	3,036

December 31, 2024
Current Assets
Cash equivalents in money market funds (Note 5)	$	120,888	$	—	$	—	$	120,888
U.S. treasury securities		132,782		—		—		132,782
Equity securities⁽¹⁾		967		—		—		967
Total current assets at fair value	$	254,637	$	—	$	—	$	254,637

Liabilities
Sponsor Earn-Out liabilities	$	—	$	—	$	9,472	$	9,472
Total liabilities at fair value	$	—	$	—	$	9,472	$	9,472

⁽¹⁾ Fair value was determined using publicly quoted market prices obtained from third-party sources in their respective markets.

There were no transfers in or out of Level 3 measurements during the three and six months ended June 30, 2025 and 2024.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-9, Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. We are currently evaluating the impact this ASU will have when adopted and anticipate this ASU will likely result in the required additional disclosures being included in our consolidated financial statements.

In November 2024, The FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses, which requires more detailed information about the types of expenses included in certain expense captions presented on the consolidated statements of operations. Additionally, this amendment requires the disclosure of a qualitative description of the amounts remaining in relevant expense captions that

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are not separately disaggregated quantitatively and the disclosure of the total amount of selling expenses. The new standard is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. We are currently evaluating the impact of adoption on our consolidated financial statements.

The Company has reviewed all accounting pronouncements issued during the three months ended June 30, 2025 and concluded that they were either not applicable or not expected to have a material impact on the Company’s condensed consolidated financial statements.

Note 3. Revenue

We disaggregate our revenue from customers by the type of arrangement, primarily from the sale of battery products and from providing research and development services, as this depicts how the nature, amount, timing, and cash flows are affected by economic factors. The following table summarizes the Company’s disaggregated revenue:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2025		2024		2025		2024
Revenue from customers:
Service revenue	$	3,527	$	—	$	9,311	$	—
Product revenue		—		—		9		—
Total revenue from customers	$	3,527	$	—	$	9,320	$	—

Remaining Performance Obligations

We have performance obligations associated with commitments in customer contracts for future services that have not yet been recognized as revenue. As of June 30, 2025, the aggregate amount of the transaction price allocated to the remaining performance obligations related to customer contracts that were unsatisfied or partially unsatisfied, was $3.7 million, which is expected to be recognized as revenue within the next twelve months. This amount does not include contracts to which the customer is not committed. The estimated timing of the recognition of remaining unsatisfied performance obligations is subject to change and is affected by changes to scope, changes in timing of delivery of products and services, or contract modifications.

Note 4. Partnerships

In March 2024, the Company extended a joint development agreement (“JDA”) with Hyundai Motor Company (“Hyundai”) to jointly research and develop B-sample Li-Metal battery technology, until December 2025. Under the terms of the JDA, the Company will fund the research and development activities, and the capital expenditures related to the buildout of pilot manufacturing lines.

The Company’s B-Sample JDA with Honda Motor Company, Ltd. (“Honda”) has been replaced with a B-sample services agreement in January 2025, with a term through the end of 2025.

The Company’s partnership with GM Global Technology Operations LLC (“GM Technology”), an affiliate of GM Ventures LLC (“GM Ventures”), and General Motors Holdings LLC (“GM Holdings”) (collectively, “General Motors” or “GM”) to jointly research and develop the A-Sample Li-Metal batteries concluded in September 2024.

The following table summarizes credits to research and development recorded in accordance with the terms of the JDA agreements:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2025		2024		2025		2024
Research and development (related party)	$	—	$	—	$	—	$	1,217
Research and development (non-related party)		—		577		—		2,885
Total reimbursements to research and development	$	—	$	577	$	—	$	4,102

Note 5. Cash and Cash Equivalents

Cash, cash equivalents, and restricted cash consisted of the following:

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(in thousands)	June 30, 2025		December 31, 2024
Cash	$	5,310	$	7,908
Money market funds		6,447		120,888
Total cash and cash equivalents		11,757		128,796
Restricted cash included in other assets		651		599
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows	$	12,408	$	129,395

Restricted cash includes cash held in checking and money market funds as collateral to secure certain insurance policies and a letter of credit for corporate lease activity.

Note 6. Short-Term Investments

Marketable Securities

The following table provides amortized costs, gross unrealized gains and losses, and fair values for the Company’s investments in available-for-sale U.S. treasury securities as of June 30, 2025 and December 31, 2024, which have maturity dates that range from 0 month to 10 months, respectively. Fair value was determined using market prices obtained from third-party sources. Realized gains or losses were insignificant for the three and six months ended June 30, 2025 and 2024.


June 30, 2025			Gross		Gross
(in thousands)	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
U.S. treasury securities	$	215,772	$	133	$	(40)	$	215,865
Total short-term marketable securities	$	215,772	$	133	$	(40)	$	215,865

December 31, 2024			Gross		Gross
(in thousands)	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
U.S. treasury securities	$	132,615	$	167	$	—	$	132,782
Total short-term marketable securities	$	132,615	$	167	$	—	$	132,782

The Company has $1.3 million and $1.0 million marketable equity securities as of June 30, 2025 and December 31, 2024, respectively, with an initial cost of $0.5 million. Total unrealized gain of $0.8 million and $0.5 million is recorded under miscellaneous (expense) income, net in the consolidated statements of operations and comprehensive loss for the periods ended June 30, 2025 and December 31, 2024, respectively.

Note 7. Accrued Expenses and Other Current Liabilities

The components of accrued expenses and other current liabilities consisted of the following:



(in thousands)	June 30, 2025		December 31, 2024
Vendor project charges	$	5,956	$	7,500
Employee compensation and related costs		4,048		6,646
Income taxes payable		1,049		313
Professional and consulting services		871		1,480
Deferred income		862		—
Software services		837		—
Construction in process		339		1,408
Other		826		982
Accrued expenses and other current liabilities	$	14,788	$	18,329

Note 8. Government Grant

In December 2022, the Company was awarded a grant (the “Grant”) from certain Korean government agencies. The incentives received under the Grant, which is in the form of cash, can be used for facilities related expenses and the purchase of property and equipment. The Company is required to adhere to the following conditions attached to the incentives, which include purchase of a government grant guarantee insurance policy, required minimum investments into specified spending categories and the creation of a minimum amount of permanent full-time jobs in a certain geographical location over the next five years, with the option to extend to 10 years by remaining in a certain geographical location. If determined that we were ineligible to receive the Grant, we could be required to repay the Grant in entirety

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with interest. The Company has yet to fulfill the required minimum investment and minimum employment conditions hence interest payable was recorded. Compliance with these conditions will continue to be monitored over the remaining grant period.

As of June 30, 2025 and December 31, 2024, the Company has received, but not yet earned, cash grants of 12.0 billion Korean won. These balances are equivalent to $8.9 million and $8.1 million, after translation, respectively, as of June 30, 2025 and December 31, 2024, which is disclosed as unearned government grant in the condensed consolidated balance sheets.

Note 9. Sponsor Earn-Out Liabilities

The Sponsor Earn-Out shares in Tranche 2 through Tranche 5 have been measured at their estimated fair value using a Monte Carlo simulation valuation model. Inherent in the valuation model are assumptions related to expected stock price volatility, risk-free interest rate, expected term, and dividend yield. The key inputs used in the Monte Carlo simulation model at their respective measurement dates were as follows:


		June 30, 2025		December 31, 2024
Expected term (in years)		5.5		5.9
Risk free rate		3.80%		4.38%
Expected volatility		100.0%		95.0%
Expected dividends		0%		0%
Stock price	$	0.89	$	2.19

The stock price is based on the closing price of the Company’s Class A common stock as of the valuation date and simulated through the end of the earn-out period following Geometric Brownian Motion. The Company estimates the volatility of its common stock by using a weighted average of historical volatilities of SES’s shares and warrants and select peer companies’ common stock that matches the expected term of the awards (range of the weighted average of volatility was 87.9% - 101.6% and 87.3% - 122.5% as of June 30, 2025 and December 31, 2024, respectively). The expected term is derived from a probability weighted model, considering a number of inputs, including the probability of a change in control. The risk-free interest rate is based on the yield curve for zero-coupon U.S. Treasury notes with maturities corresponding to the expected term of the awards. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

The following table provides a reconciliation of the beginning and ending balances for the Sponsor Earn-Out liabilities:


(in thousands)
Balance as of December 31, 2024	$	9,472
Change in fair value		(6,436)
Balance as of June 30, 2025	$	3,036

Balance as of December 31, 2023	$	4,166
Change in fair value		(2,286)
Balance as of June 30, 2024	$	1,880

Note 10. Commitments and Contingencies

Commitments

Under the terms of one of the JDAs entered into in 2021 and amended in March 2024, the Company is committed to undertake certain research and development activities for the benefit of both itself and its OEM Partner which involve expenditures related to engineering efforts and purchases of related equipment. The Company has a remaining commitment to spend up to $9.9 million under this JDA as of June 30, 2025.

In December 2021, the Company amended the lease agreement for an office space in Woburn, Massachusetts. The amendment includes an obligation for the Company to pay monthly relinquishment charges (equal to the total rental obligation for the duration of the lease term) only if the new tenant does not pay the monthly rental amount and the lessor has provided a notice to collect the relinquishment charges from the Company. As of June 30, 2025, the Company assessed the probability of any liability to be incurred for relinquishment charges as remote.

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Legal Contingencies

From time-to-time, the Company may be subject to claims arising in the ordinary course of business or become involved in litigation or other legal proceedings. While the outcome of such claims or other proceedings cannot be predicted with certainty, the Company’s management expects that any such liabilities, to the extent not provided for by insurance or otherwise, would not have a material effect on the Company’s financial condition, results of operations or cash flows.

Indemnifications

The Company enters into indemnification provisions under agreements with other companies in the ordinary course of business, including, but not limited to, partnerships, landlords, vendors, and contractors. Pursuant to these arrangements, the Company agrees to indemnify, defend, and hold harmless the indemnified party for certain losses suffered or incurred by the indemnified party as a result of the Company’s activities. The maximum potential amount of future payments the Company could be required to make under these agreements is not determinable. The Company has never incurred costs to defend lawsuits or settle claims related to these indemnification provisions. In addition, the Company indemnifies its officers, directors, and certain key employees against claims made with respect to matters that arise while they are serving in their respective capacities as such, subject to certain limitations set forth under applicable law, and applicable indemnification agreements. The Company maintains insurance, including commercial general liability insurance, product liability insurance, and directors and officers insurance to offset certain potential liabilities under these indemnification provisions. To date, there have been no claims under these indemnification provisions.

Note 11. Stock-Based Compensation

The Company’s stock-based compensation included in its condensed consolidated statements of operations and comprehensive loss, net of forfeitures, was as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2025		2024		2025		2024
Research and development	$	691	$	1,616	$	1,841	$	3,067
General and administrative		1,911		3,186		4,573		6,519
Cost of revenue		93		—		254		—
Total stock-based compensation	$	2,695	$	4,802	$	6,668	$	9,586

The following table summarizes stock-based compensation expense by award type, net of forfeitures:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2025		2024		2025		2024
Restricted Stock Units ("RSUs")	$	1,956	$	3,604	$	4,771	$	6,689
Performance Stock Units ("PSUs")		256		700		913		1,632
Restricted Stock Awards ("RSAs")		474		487		952		978
Stock options		9		11		32		287
Total	$	2,695	$	4,802	$	6,668	$	9,586

PSUs are measured at their estimated fair value using a Monte Carlo simulation valuation model with the effect of the market condition reflected in the grant date fair value of the award. The fair value of RSUs is estimated based on the closing price of the Company’s Class A common stock at the date of grant.

Note 12. Income Taxes

The Company’s effective tax rate for the three and six months ended June 30, 2025 was (3.4)% and (2.1)%, respectively, compared with (0.4)% and (0.80)% for the three and six months ended June 30, 2024. The difference between the provision for income taxes and the income tax determined by applying the statutory federal income tax rate of 21% principally results from income taxes on earnings from its foreign tax jurisdictions offset by losses generated in the U.S. where no benefit was recorded because the Company had fully reserved its deferred tax assets as of June 30, 2025 and December 31, 2024 and the recording of uncertain tax positions and interest expense.

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Note 13. Net Loss Per Share

Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted net loss per share is computed by dividing net loss, as adjusted for changes in fair value recognized in earnings from equity contracts classified as liabilities, by the weighted average number of common shares outstanding and, when dilutive, common share equivalents from outstanding stock options and restricted stock units (using the treasury-stock method). The weighted-average number of common shares used in the computation of basic and diluted net loss per share were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands, except share and per share amounts)	2025		2024		2025		2024
Numerator:
Net loss attributable to common stockholders - basic	$	(22,651)	$	(19,897)	$	(35,083)	$	(35,454)

Denominator:
Weighted average shares of common stock outstanding - basic and diluted		331,731,923		320,833,854		330,539,801		319,812,287

Net loss per share attributable to common stockholders - basic and diluted	$	(0.07)	$	(0.06)	$	(0.11)	$	(0.11)

The number of common stock equivalents excluded from the computation of diluted net loss per share because either the effect would have been anti-dilutive, or the performance criteria related to such shares and awards had not been met, were as follows:


	As of June 30,
	2025	2024
Escrowed earn-out shares	27,690,978	27,690,978
Options to purchase common stock	5,922,855	11,634,356
Public warrants	9,199,947	9,199,947
Sponsor Earn-Out Shares	5,520,000	5,520,000
Private warrants	5,013,333	5,013,333
Unvested RSUs	14,236,250	14,687,464
Unvested PSUs	5,784,050	6,159,793
Earn-out Restricted Shares	742,399	831,171
Unvested RSAs	63,749	454,561
Total	74,173,561	81,191,603

14. Segment and Geographic Information

Operating Segments

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates in one operating and reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. The CODM uses operating income (loss) as the measure of financial performance and for resource allocation decisions.

Significant Expenses

The Company concluded it operates as one operating and reportable segment based on the information regularly reviewed by the CODM for decision making, resource allocation, and evaluating financial performance. The information included is categorized into different significant expense lines such as compensation and benefits, lab and equipment, professional services, general and administrative, facility, and sales and marketing. The Company reported the following significant expenses to the CODM:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2025		2024		2025		2024
Compensation and benefits	$	7,930	$	9,844	$	14,299	$	16,957
Stock compensation		2,797		4,802		6,728		9,586

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Lab and equipment		3,074		1,757		8,883		3,087
General and administrative		4,091		2,718		7,993		7,548
Professional services		6,080		2,233		12,165		4,252
Facility		1,444		2,998		2,991		4,026
Marketing and sales		191		275		378		442
	$	25,607	$	24,627	$	53,437	$	45,898

Geographic Information

For the three and six months ended June 30 2025, revenue outside of the United States, based on customer billing address in the Asia Pacific region, was 100% of total revenue.

Note 15. Related-Party Transactions

Pursuant to the director nomination agreement, dated as of July 12, 2021, with the Company (the “Director Nomination Agreement”), General Motors Company and its affiliates (“GM”) were considered related parties due to their board representation and the board member’s employment position at GM, which remained in effect as long as GM continues to hold more than 5% of the fully diluted outstanding equity securities of SES as per the agreement. On October 29, 2024, GM and the Company mutually agreed to terminate the Director Nomination Agreement and GM terminated its board representation. Hence, GM is no longer considered a related party during 2025. See “Note 4 – Partnerships” for more details about our prior partnership with GM.

Note 16. Subsequent Events

Acquisition of Shenzhen UZ Energy Co., Ltd. (“UZ Energy”)

On July 25, 2025, our wholly-owned subsidiary, SES AI International I Pte Ltd, entered into an agreement with UZ Energy and its shareholders to acquire 100% of the share capital of UZ Energy, a China-based battery energy storage system manufacturer. The total estimated purchase consideration for the acquisition of UZ Energy is approximately RMB 183,460,000 ($25,480,556), subject to adjustment based on a number of performance factors. Approximately RMB 90,000,000 ($12,500,000) of the consideration will be in the form of a subscription for new shares of UZ Energy, while the balance of consideration will be paid to UZ Energy’s existing shareholders for the acquisition of their shares. The transaction is expected to close in the third quarter of 2025 and is subject to customary closing conditions.

Enactment of the “One Big Beautiful Bill Act” (OBBBA)

On July 4, 2025, tax legislation known as the One Big Beautiful Bill Act ("OBBBA") was enacted in the United States. Key corporate tax provisions include the restoration of 100% bonus depreciation, immediate expensing for domestic research and experimental expenditures, changes to Section 163(j) interest limitations, updates to Global Intangible Low-Taxed Income (“GILTI”) and Foreign-Derived Intangible Income (“FDII”) rules, amendments to energy credits, and expanded Section 162(m) aggregation requirements. In accordance with ASC 740, the effects of the new tax law will be recognized in the period of enactment. The Company is currently evaluating the impact of the OBBBA, and an estimate of the financial effect is not yet available. Due to the timing of enactment, the Company plans to recognize any such impact on the Company's Form 10-Q filed for the period ending September 30, 2025.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis provides information which our management believes is relevant to an assessment and understanding of our consolidated results of operations and financial condition. The following discussion and analysis should be read in conjunction with the accompanying condensed consolidated financial statements as of and for the three and six months ended June 30, 2025 and the related notes included in this Quarterly Report on Form 10-Q and our audited consolidated financial statements as of and for the year ended December 31, 2024 and the related notes contained in the 2024 Annual Report on Form 10-K. This Quarterly Report on Form 10-Q includes forward-looking statements. These forward-looking statements within the meaning of the federal securities law are based on our current expectations and beliefs concerning future developments and their potential effects on us. These forward-looking statements are not statements of historical fact and may include statements regarding possible or assumed future results of operations. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be

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materially different from those expressed or implied by these forward-looking statements. Factors that might cause or contribute to such forward-looking statements include, but are not limited to, those set forth in Part II, Item 1A of this Quarterly Report on Form 10-Q and in Item 1A. Risk Factors in the 2024 Annual Report on 10-K. Unless the context otherwise requires, references in this section to “the Company,” “we,” “us” and “our” refer to the business and operations of SES Holdings Pte. Ltd. (“Old SES”) and its consolidated subsidiaries prior to the Business Combination and to SES AI Corporation and its consolidated subsidiaries following the Closing. References in this section to our future plans that indicate the timing of when we expect such plans to be completed by a certain year mean at any point during that year.

Overview

We are a leading developer and manufacturer of high-performance, AI-enhanced Lithium-Metal and Li-ion rechargeable batteries for electric vehicles (“EVs”), urban air mobility (“UAM”), drones, robotics, energy storage systems (“ESS”) and other applications. Our differentiated battery technology has been designed to combine the high energy density of Li-Metal with the large-scale manufacturability of conventional Lithium-ion (“Li-ion”) batteries and will help to promote the transition from the global dependence on fossil fuel-based automotive vehicles to clean and efficient EVs and help enable an era of electric transportation in the air.

SES’s mission is to accelerate the world’s energy transition through material discovery and battery management. To assist in achieving this mission, we have partnered with leading global original equipment manufacturers (“OEMs”), including GM, Hyundai, and Honda, among other strategic partners, under JDAs and service contracts to develop and produce our Li-Metal battery cells and technology. We have transitioned from the development and production of A-Sample batteries to B-Sample batteries with specifications required by OEMs for their EVs. This transition began when we signed a B-Sample agreement for Li-Metal development of EVs. A-Sample batteries are functional prototypes developed for OEMs based on their technical specifications. These are in contrast with B-Sample batteries, which are A-sample batteries manufactured under much higher throughput and tested in actual vehicles, and C-Sample batteries, which would be fully functional, mature samples for mass production and tested for full drivability in actual vehicles.

We are also conducting research and development activities to further improve the performance, quality and cost of our battery technology by focusing on the following key areas, all of which we expect to help us achieve our commercialization goal, at our facilities in Woburn, Massachusetts in the United States, Shanghai, China, and Chungju, South Korea. These activities include:

●

Scale-up: Our design is further being customized with and validated by several OEMs. Based on our collaborations with OEMs, we believe that a roughly 100 Ah cell-size manufactured at GWh scale (five to seven cells-per-minute) is needed to achieve commercialization in EVs and UAMs at a large, global scale. We are developing processes and upgrading equipment to scale up the manufacturing of our current cell design from three to nine Ah capacity to 50 Ah and 100 Ah capacity.

●

Module and Pack Design: Li-Metal cells must be integrated into modules and packs as part of their integration into vehicles. Our active development efforts are focused on the integration of our Li-Metal cells in modules to enable our Li-Metal cells to perform as intended once they are integrated into vehicles.

●

AI Software and Battery Management System (“BMS”): Software is critical to the ongoing monitoring of battery health and safety. We continue to develop AI algorithms to diagnose battery cell-related health issues, develop control algorithms and charging methods to enhance cycle life and safety, and port such software on to a BMS that could be integrated into a battery pack.

●

Advanced Materials and Coatings: We continue to research and develop advanced electrolyte and anodes to further improve cycle life and safety. In addition, we continue to develop novel methods of laminating or depositing lithium metal onto current collector that can be deployed at commercial GWh scale.

●

Cathode Materials and Design: We develop our Li-Metal cells for a variety of different cathode materials, cathode design and cathode processing methods that can provide ultra-high energy density and/or significant cost-reduction.

Li-Metal Recycling: Along with other battery components that are already being recycled today, Li-Metal foil will also need to be recycled in the future. We continue to explore methods of recycling that are productive and cost-effective.

Results of Operations

The following table sets forth our historical operating results for the periods indicated:


	Three Months Ended June 30,				$		%
(in thousands)	2025		2024		Change		Change
Revenue from customers	$	3,527	$	-	$	3,527	100.0	%

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Cost of revenue		927		-		927	100.0	%
Gross profit		2,600		-		2,600	100.0	%
Operating Expenses
Research and development		19,087		15,057		4,030	26.8	%
General and administrative		6,520		9,570		(3,050)	(31.9)	%
Total operating expenses		25,607		24,627		980	4.0	%
Loss from operations	$	(23,007)	$	(24,627)	$	1,620	(6.6)	%


	Six Months Ended June 30,				$		%
(in thousands)	2025		2024		Change		Change
Revenue from customers	$	9,320	$	-	$	9,320	100.0	%
Cost of revenue		2,163		-		2,163	100.0	%
Gross profit		7,157		-		7,157	100.0	%
Operating Expenses
Research and development		39,597		26,822		12,775	47.6	%
General and administrative		13,840		19,076		(5,236)	(27.4)	%
Total operating expenses		53,437		45,898		7,539	16.4	%
Loss from operations	$	(46,280)	$	(45,898)	$	(382)	0.8	%

Factors Affecting Operating Results

Revenue from Customers

In October 2024, we began to generate revenue from our principal business activities. We generate revenue from two primary sources:

●

Product revenue generally consists of Li-Metal battery cells and battery materials, such as electrolyte, sold to automotive OEMs and other manufactures.

●

Service revenue generally consists of services for the design and development of Li-ion and Li-Metal battery materials in accordance with the customer’s specifications.

Revenue for the three and six months ended June 30, 2025 was $3.5 million and $9.3 million, respectively. This revenue was primarily earned from service-related contracts with OEMs and other manufacturers.

Cost of Revenue

Cost of revenue includes materials, labor, depreciation and amortization expense, inventory, freight costs, and other direct costs related to manufacturing our products and service contracts. Labor consists of personnel-related expenses such as salaries, benefits, and stock-based compensation. We anticipate that cost of revenue will continue to increase as we enter into new revenue contracts.

Costs of revenue for the three and six months ended June 30, 2025 were $0.9 million and $2.2 million, respectively, primarily attributable to personnel costs.

Research and Development

Research and development expenses consist primarily of costs incurred for salaries and personnel-related expenses, including performance-based bonus and stock-based compensation expense, for scientists, experienced engineers and technicians, expenses for materials and supplies used in product research and development, process engineering efforts and testing, as well as payments to consultants, depreciation, and allocated facilities and information technology costs. Additionally, payments received from the JDA agreements are treated as reimbursements to research and development expenses.

Research and development expenses for the three months ended June 30, 2025 increased $4.0 million, or 27%, to $19.1 million, compared with $15.1 million for the three months ended June 30, 2024. This increase was primarily driven by a $4.4 million increase in AI infrastructure costs including Graphic Processing Unit (“GPU”) expenses and Molecular Universe costs, a $1.2 million increase in lab related expenses, and a $0.6 million decrease in reimbursements from prior year from our JDA partners due to the culmination of certain JDA activities in 2024. These increases were partially offset by a $1.4 million decrease in personnel costs and a $0.8 million decrease in

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stock-based compensation mainly attributable to headcount reductions resulting from the Company focusing on core research and development activities.

Research and development expenses for the six months ended June 30, 2025 increased $12.8 million, or 48%, to $39.6 million compared with $26.8 million for the six months ended June 30, 2024. This increase was primarily driven by a $8.5 million increase in AI infrastructure costs including GPU expenses and Molecular Universe costs, a $8.0 million increase in lab equipment due to JDA equipment purchases, a $4.0 million decrease in reimbursements compared to the prior period from billings from our JDA partners due to the culmination of certain JDA activities in 2024, and a net $0.8 million increase in facility related costs including rent, utilities, and depreciation. These increases were partially offset by a $4.1 million decrease in personnel costs, a $1.0 million decrease in stock-based compensation mainly attributable to headcount reductions and a $1.4 million decrease in lab supplies resulting from the company pivoting away from in-house manufacturing. Further, a net $1.4 million decrease in contracted software and professional services as well as a $0.6 million decrease in other operating costs that include repairs and maintenance and allocated expenses.

General and Administrative

General and administrative expenses consist primarily of costs incurred for salaries and personnel-related expenses, including bonus and stock-based compensation expense, for our finance, legal and human resource functions, expenses for director and officer insurance, outside contractor and professional service fees, audit and compliance expenses, legal, patent-related costs, accounting and other advisory services, as well as allocated facilities and information technology costs, including depreciation.

General and administrative expenses for the three months ended June 30, 2025 decreased $3.1 million, or 32%, to $6.5 million, compared with $9.6 million for the three months ended June 30, 2024. This decrease was primarily driven by a decrease of $1.3 million for stock-based compensation and $1.0 million in personnel costs due to headcount reductions, and a $0.4 million decrease in professional services including recruiting and public relations.

General and administrative expenses for the six months ended June 30, 2025 decreased $5.2 million, or 27%, to $13.8 million, compared with $19.1 million for the six months ended June 30, 2024. This decrease was primarily driven by a decrease of $2.0 million for stock-based compensation and $1.9 million in personnel costs due to headcount reductions, and a $1.1 million decrease in professional services including recruiting and public relations.

Non-Operating Items

Interest Income

Interest income primarily consists of interest earned on our cash and cash equivalents and marketable debt securities, which are primarily invested in money market funds and U.S. treasury securities, and accretion income from the U.S. treasury securities.

During the three and six months ended June 30, 2025, we had interest income of $2.4 million and $5.0 million, respectively, compared with $4.0 million and $8.2 million for the three and six months ended June 30, 2024, respectively. The $1.6 million and $3.2 million decreases from each of the three and six months ended June 30, 2024 to each of the three and six months ended June 30, 2025 were due to lower investment balances primarily arising from cash used in operations.

Change in Fair Value of Earn-Out Liabilities

During the three and six months ended June 30, 2025, we incurred a loss of $1.4 million and a gain of $6.4 million, respectively, associated with the change in fair value of the Sponsor Earn-Out liabilities compared with gains of $1.4 million and $2.3 million, respectively, for the three and six months ended June 30, 2024. With the fair value of the Sponsor Earn-Out liabilities tied to the Company’s stock price, continued volatility in the stock price or changes in the expected term could result in further gains or losses resulting from the change in fair value. Refer to “Note 9 – Sponsor Earn-Out Liabilities” to the condensed consolidated financial statements for additional information.

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Miscellaneous Income (Expense), Net

During the three months ended June 30, 2025, we had miscellaneous income of $0.1 million, compared with miscellaneous expense of $0.6 million for the three months ended June 30, 2024. This $0.7 million increase in miscellaneous income was primarily due to an increase in the gain on foreign currency translation.

During the six months ended June 30, 2025, we had miscellaneous income of $0.4 million, compared with miscellaneous income of $0.3 million for the six months ended June 30, 2024. This $0.1 million increase in miscellaneous income was the result of an increase in other expenses and gains on foreign currency translations offset by a decrease in the fair value of our investment in publicly traded companies.

Provision from Income Taxes

The provision for income taxes for the three and six months ended June 30, 2025 increased to $0.7 million, compared to $0.1 million and $0.3 million for the three and six months ended June 30, 2024, respectively, primarily due to local taxes in the foreign jurisdictions in which the Company operates.

Liquidity and Capital Resources

As of June 30, 2025, we had total cash and cash equivalents of $11.8 million and investments in marketable debt and equity securities of $217.1 million. As an early-stage growth company that has just begun the commercialization stage of development, the net operating losses we have incurred since inception are consistent with our strategy and budget.

We expect to sustain substantial operating expenses, without generating sufficient revenues to cover expenditures, for a number of years. Our ability to successfully develop our products and services, scale up our commercial operations and expand our business will depend on many factors, including our working capital needs, the availability of equity and/or debt financing and, over time, our ability to generate positive cash flows from operations. To date, we have funded our operations through a combination of proceeds from the Business Combination and subsequent equity private placement in 2022, and prior to that, funding received through the sales of our redeemable convertible preferred stock. We believe that our cash on hand and marketable securities resulting from these proceeds will be sufficient to meet our principal working capital and capital expenditure requirements and ongoing costs, such as research and development relating to our Li-Metal batteries and Molecular Universe material discoveries, for a period of at least 12 months from the date of this Quarterly Report, as well as to full commercialization. However, additional funding may be required during or after this period to finance certain needs beyond our principal working capital and capital expenditure requirements and ongoing costs, including additional opportunities to purchase data and equipment, develop and train our AI models, and/or develop commercial operations in the United States, acquisitions or other strategic transactions, and unexpected delays in the development of our Li-Metal battery cells.

If we need additional funding beyond these existing short- to medium-term sources of liquidity, or if following commercialization, we are not able to fund our operations from cash flows generated from anticipated product sales, we expect that we will need to raise additional funds. This may be through a variety of possible methods, including, but not limited to, entry into joint ventures or other strategic arrangements, issuance of equity, equity-related or debt securities, and the obtaining credit from financial institutions. For more information about our at-the-market equity offering program with certain investment banks, which we entered into on February 28, 2025, through which we may offer and sell, from time to time, shares of Class A Common Stock having an aggregate offering price of up to $150.0 million, see “Part II, Item 9.B. Other Information” in our 2024 Annual Report on Form 10-K. We sold no shares under the at-the-market equity offering program during the quarter ended June 30, 2025, and to date have sold no shares under the program.

Summary of Cash Flows

The following table provides a summary of our cash flow data for the periods indicated:


	Six Months Ended June 30,
(in thousands)	2025		2024
Cash (used in) provided by:
Operating activities	$	(33,654)	$	(31,071)
Investing activities		(83,187)		547
Financing activities		(345)		128
Effect of exchange rate changes on cash		199		(501)
Net (decrease) increase in cash, cash equivalents and restricted cash	$	(116,987)	$	(30,897)

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Operating Activities

Our cash flows used in operating activities to date have primarily comprised research and development and general and administrative activities as discussed above.

Net cash used in operating activities of $33.7 million for the six months ended June 30, 2025 was primarily attributable to net loss of $35.1 million, as adjusted for stock-based compensation expense of $6.7 million, a gain on change in fair value of Sponsor Earn-Out liabilities of $6.4 million, depreciation and amortization of $5.0 million, accretion income from marketable securities of $1.7 million, and a $2.2 million working capital outflow. The working capital outflow was primarily driven by a $2.5 million decrease in accrued expenses and other current liabilities due to accruals for purchases of equipment for a JDA, changes in deferred revenue balances, accrued income taxes payable, and payroll related accruals and a $2.1 million increase in receivables from customers. The working capital outflow was partially offset by a $2.3 million increase in prepaids and other assets primarily due to advance payments made for software related service costs due to AI infrastructure spend.

Net cash used in operating activities of $31.1 million for the six months ended June 30, 2024 was primarily attributable to net loss of $35.5 million, as adjusted for stock-based compensation expense of $9.6 million, accretion income from marketable securities of $3.9 million, depreciation and amortization of $3.7 million, a gain on change in fair value of Sponsor Earn-Out liabilities of $2.3 million, other adjustments to net loss of $1.5 million, and a $1.2 million working capital outflow. The working capital outflow was primarily driven by a $2.5 million increase in prepaids and other assets. The increase in prepaids and other assets was primarily due to advance payments made for equipment purchases pursuant to our JDA agreements and prepaid costs related to software development. Additionally, a $1.8 million decrease in accrued expenses and other liabilities was due to the timing of legal fees and equipment purchases also contributed to the working capital outflow. The outflow was partially offset by a $3.3 million receipt from the related party.

Investing Activities

Net cash used in investing activities was $83.2 million for the six months ended June 30, 2025, compared to net cash provided by investing activities of $0.5 million for the six months ended June 30, 2024.

Purchases and Maturities of Investments – Net purchases of investments in marketable debt and equity securities were $81.5 million for the six months ended June 30, 2025, compared to net proceeds from investments in marketable debt and equity securities of $11.0 million during the six months ended June 30, 2024.

Capital Spending – Capital expenditures were $1.7 million and $10.5 million for the six months ended June 30, 2025 and 2024, respectively, and primarily related to the timing of purchases of lab machinery and equipment, lab tools and instruments related to our build out of production lines and facilities. We expect capital expenditures to decrease in 2025 compared with 2024 as we continue to spend on AI related infrastructure classified as research and development expense rather than invest in manufacturing equipment.

Financing Activities

Net cash used in financing activities was $0.3 million for the six months ended June 30, 2025 compared to net cash provided by financing activities of $0.1 million for the six months ended June 30, 2024, respectively, due to $0.3 million in payments for taxes withheld to cover vested restricted stock and a decrease in receipts for option exercises of $0.1 million.

Contractual Obligations and Commitments

The following table summarizes our material contractual obligations for cash expenditures as of June 30, 2025, and the periods in which these obligations are due:


	Short Term		Long Term		Total
Purchase obligations⁽¹⁾	$	23,981	$	89	$	24,070
Operating lease obligations⁽²⁾		3,449		7,881		11,330
Total	$	27,430	$	7,970	$	35,400

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⁽¹⁾ Purchase obligations include commitments derived from a JDA agreement, outstanding purchase orders, and supplier contracts of lab supplies and equipment.

⁽²⁾ Operating lease obligations represent the fixed lease payments for the noncancelable lease term, fixed lease payments for optional renewal periods where the Company is reasonably certain the renewal option will be exercised, and variable lease payments that depend on an underlying index or rate in effect at lease commencement.

Recent Accounting Pronouncements

See “Note 2 – Basis of Presentation” of our accompanying condensed consolidated financial statements for the three and six months ended June 30, 2025 included in this Quarterly Report on Form 10-Q for more information about recent accounting pronouncements, the timing of their adoption, and their potential impact on our financial condition, results of operations and cash flows.

Critical Accounting Estimates and Judgments

Our financial statements have been prepared in accordance with U.S. GAAP. In the preparation of these condensed consolidated financial statements, we are required to use judgment in making estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements, as well as the reported expenses incurred during the reporting periods.

There have been no significant changes to our critical accounting policies or in the underlying accounting assumptions and estimates used in such policies from those disclosed in our annual consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2024.

Other Information

The Company’s website is www.ses.ai. Information contained on the Company’s website is not part of this report. Information that we furnish to or file with the SEC, including the Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to, or exhibits included in, these reports are made available for download, free of charge, through the Company’s website as soon as reasonably practicable. The Company’s SEC filings, including exhibits filed therewith, are also available directly on the SEC’s website at www.sec.gov.

The Company may use its website as a distribution channel of material company information. Financial and other important information regarding the Company is routinely posted on and accessible through the Company’s website at www.ses.ai. Accordingly, investors should monitor this channel, in addition to following the Company’s press releases, SEC filings and public conference calls and webcasts. The contents of our website are not, however, a part of this report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no significant changes to the Company’s market risk during the three months ended June 30, 2025. Refer to “Part II. Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion of the Company’s exposure to market risk.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our chief executive officer (“CEO”) and chief financial officer (“CFO”), we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2025, as such term is defined in Rules 13a-15(e) and 15d-15(e) under Securities Exchange Act of 1934, as amended (the “Exchange Act”). Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. Based on this evaluation, our principal executive officer and principal financial officer have concluded that as of June 30, 2025, our disclosure controls and procedures were not effective due to material weaknesses in our internal control over financial reporting, as discussed in more detail below.

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A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Notwithstanding the identified material weaknesses, management, with the participation of the principal executive officer and principal financial officer, believes the condensed consolidated financial information included in this Quarterly Report on Form 10-Q fairly represent in all material respects our financial condition, results of operations and cash flows at and for the periods presented in accordance with U.S. GAAP.

Material Weakness

As disclosed in “Part II. Item 9A. Controls and Procedures” of our 2024 Annual Report on Form 10-K, we identified a material weakness in a review control associated with the valuation of the Sponsor Earn-Out liabilities did not operate effectively as it did not evaluate a key assumption used in the valuation at an appropriate level of precision.

The material weakness did not result in any material misstatements to our condensed consolidated financial statements or disclosures in any of the three and six months ended June 30, 2025 or 2024 included in this Quarterly Report on Form 10-Q, and our management believes the condensed consolidated financial information included in this Quarterly Report on Form 10-Q fairly represent in all material respects our financial condition, results of operations and cash flows for such periods in accordance with U.S. GAAP

Changes in Internal Control over Financial Reporting

Other than the actions taken as described in “Management’s Remediation Initiatives” below to improve the Company’s internal control over financial reporting, there have been no changes in our internal control over financial reporting during the most recent fiscal quarter that materially affected, or which are reasonably likely to materially affect, our internal control over financial reporting

Management’s Remediation Initiatives

In order to remediate the material weakness described above and to enhance our overall control environment, we are in the process of, and will continue, designing updated processes and controls and maintain sufficient and appropriate review documentation for the assessment of all key assumptions related to the valuation of Sponsor Earn-Out liabilities.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may be subject to claims arising in the ordinary course of business or become involved in litigation or other legal proceedings. We are not currently a party to any litigation or legal proceedings that, in the opinion of our management, are likely to have a material adverse effect on our business. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors disclosed in “Part I, Item 1A” of our 2024 Annual Report on Form 10-K, and the other reports that we have filed with the SEC. Any of the risks discussed in such reports, as well as additional risks and uncertainties not currently known to us or that we currently deem immaterial, could materially and adversely affect our results of operations, financial condition or prospects. During the period covered by this Quarterly Report on Form 10-Q, there have been no material changes in our risk factors as previously disclosed, except the following:

The unavailability, reduction or elimination of, or uncertainty regarding, government and economic incentives or subsidies available to us, end-users or OEMs could have a material adverse effect on our business, financial condition, operating results and prospects.

We rely in part on governmental and economic incentives available to the EV battery developers. Government incentives and subsidies are granted in connection with government’s efforts to promote the development of the local economy and other policies. For instance, we have historically received rent subsidies and incentive awards from local governmental authorities for our operations in Shanghai and Seoul. We intend to apply for further grants in the future in the jurisdictions in which we operate. Some local government incentives and subsidies may be challenged by higher-level government authorities. Therefore, government incentives and subsidies may be modified, terminated or

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subject to clawback at the sole discretion of the relevant governmental authorities. Additionally, because laws, regulations and policies with respect to incentives and subsidies may change, we cannot be sure that government incentives and subsidies will continue to be available. In the event that we cease to receive any government incentives or subsidies, any current or future incentive or subsidy is reduced, or any of our current or future incentives or subsidies are challenged, our business, financial condition and operating results may be adversely affected.

Additionally, we believe that, currently, the availability of government incentives and subsidies available to end-users and OEMs is an important factor considered by customers when purchasing EVs, and that growth in the battery market will depend in part on the availability and amounts of these subsidies and incentives for EVs. Currently, government programs, including in China and Europe, favor the purchase of EVs, including through disincentives that discourage the use of gasoline-powered vehicles. In the United States, the states of California, Connecticut, Maryland, Massachusetts, New Jersey, New York, Oregon, Rhode Island and Washington have recently banned the sale of new gas-powered vehicles by 2035, and other states may follow. At the federal level in the United States, while the Inflation Reduction Act of 2022 (IRA) provided tax credits for the purchase of electric vehicles and electric vehicle charging infrastructure, the OBBBA (One Big Beautiful Bill Act), enacted in July 2025, has now terminated these credits, which will be phased out on September 30, 2025 with respect to electric vehicle purchased after such date and on June 30, 2026 with respect to electric vehicle charging infrastructure placed in service after such date. These changes may reduce demand for EVs, adversely affecting our anticipated sales of EV battery products. In addition, OEM customers may delay taking delivery of our battery products if they believe that certain EV incentives will be available at a later date, which may adversely affect our business, financial condition, operating results and prospects. Any further reduction or elimination of government and economic incentives or subsidies may result in the diminished competitiveness of the alternative fuel vehicle industry generally or EVs that use our batteries in particular.

Risks Relating to Regulations and Our Compliance With Such Regulations

As a result of changes to U.S. and foreign government policy, there may be changes to existing trade agreements, greater restrictions on free trade generally, the imposition of or significant increases in tariffs on goods imported into the U.S., particularly those manufactured in China, and adverse responses by foreign governments to U.S. trade policies, among other possible changes. China is currently a leading global source of supplies for use in the battery, ESS, EV and UAM industries, including some products that we use. As the implementation of tariffs is ongoing, more tariffs may be added in the future. These tariffs could have an adverse impact on our business, results of operations, prospects and financial condition, and if we are unable to pass such price increases through to our customers, it would likely increase our cost of sales and, as a result, decrease our gross margins, operating income and net income. For example, in February 2025, the United States imposed additional tariffs on imports from China and significantly increased those tariffs in April 2025, and announced plans for “reciprocal” tariffs on several countries (including China) in late July 2025. As of the date of this Quarterly Report on Form 10-Q, discussions remain ongoing in respect of certain trade restrictions and tariffs on imports from numerous countries, including China, as well as retaliatory tariffs enacted in response to such actions. In light of these events, there continues to exist significant uncertainty about the future relationship between the U.S. and other countries with respect to such trade policies, treaties, and tariffs, and we can make no assurance regarding the eventual impact on our operating results and business. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the United States. Any of these factors could depress economic activity and restrict our access to suppliers or customers and, in turn, have a material adverse effect on the business and financial condition of such suppliers and customers or other counterparties we do business with, which in turn would negatively impact us.

Risks Relating to Our Common Stock and Warrants

Our failure to satisfy certain NYSE listing requirements may result in our Class A common stock being delisted from the NYSE, which could eliminate or adversely affect the trading market for our Class A common stock.

In March 2025, we received notice from the New York Stock Exchange (“NYSE”) indicating that we did not satisfy the continued listing standard set forth in Section 802.01C of the NYSE’s Listed Company Manual (“Section 802.01C”), as the average closing price of our common stock was less than $1.00 per share over a consecutive 30 trading-day period. We have since regained compliance, since at the end of July 2025 (within our six-month cure period under the NYSE’s rules), our Class A common stock reached a closing share price of at least $1.00 on the last trading day of July 2025 and had an average closing share price of at least $1.00 over the prior 30 trading-day period. However, given the volatility in the stock market in general and in the market price of our securities in particular, and the resulting risk of our future non-compliance with Section 802.01C, we continue to actively monitor the market price of shares of our Class A common stock.

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The perception among investors that we are at heightened risk of delisting could negatively affect the market price and trading volume of our Class A common stock. Additionally, if we again fall out of compliance, we are not able to cure within the NYSE’s prescribed cure period and the NYSE ultimately delists our securities from trading on its exchange for failure to meet the listing standards and we are not able to list such securities on another national securities exchange, we expect such securities could be quoted on an over-the-counter market. If this were to occur, we and our stockholders could face significant material adverse consequences, which could severely diminish or eliminate the value of an investment in our Class A common stock, including a limited availability of market quotations for our securities, reduced liquidity for our securities, a limited amount of news and analyst coverage, and a decreased ability to issue additional securities or obtain additional financing in the future.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Rule 10b5-1 Trading Arrangements

During the fiscal quarter ended June 30, 2025, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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Item 6. Exhibits


Exhibit No.		Description
3.1		Certificate of Incorporation of SES AI Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-39845), filed with the Securities and Exchange Commission on February 8, 2022).

3.2		Bylaws of SES AI Corporation (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 001-39845), filed with the Securities and Exchange Commission on February 8, 2022).

31.1†		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2†		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS†		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH†		Inline XBRL Taxonomy Extension Schema Document.

101.CAL†		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF†		Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB†		Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE†		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104†		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

† Filed herewith.

* Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, duly authorized.

Date: August 6, 2025



	SES AI CORPORATION

	By:	/s/ Qichao Hu
	Name:	Qichao Hu
	Title:	Chief Executive Officer
		(Principal Executive Officer)

	By:	/s/ Jing Nealis
	Name:	Jing Nealis
	Title:	Chief Financial Officer
		(Principal Financial Officer)

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Date	Price Target	Rating	Analyst
5/20/2025	$2.00	Overweight	Cantor Fitzgerald
9/10/2024	$1.50	Hold	Deutsche Bank
9/5/2024	$1.00	Underperform	Wolfe Research
12/18/2023		Mkt Perform	William Blair
6/8/2023	$4.00	Peer Perform → Underperform	Wolfe Research
10/31/2022		Market Perform	Cowen
9/14/2022	$7.00	Hold	Deutsche Bank

SEC Form 10-Q filed by SES AI Corporation

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