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    SES AI Corporation filed SEC Form 8-K: Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits

    4/24/25 4:20:15 PM ET
    $SES
    Industrial Machinery/Components
    Miscellaneous
    Get the next $SES alert in real time by email
    SES AI CORPORATION_April 24, 2025
    0001819142false0001819142us-gaap:WarrantMember2025-04-242025-04-240001819142us-gaap:CommonStockMember2025-04-242025-04-2400018191422025-04-242025-04-24

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    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

    FORM 8-K

    CURRENT REPORT

    Pursuant to Section 13 OR 15(d)

    of the Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported): April 24, 2025

    SES AI CORPORATION

    (Exact name of registrant as specified in its charter)

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    Delaware

        

    001-39845

        

    88-0641865

    (State or other jurisdiction

    of incorporation)

     

    (Commission
    File Number)

     

    (IRS Employer
    Identification No.)

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    SES AI Corporation

    35 Cabot Road

    Woburn, MA 01801

    (Address of principal executive offices) (Zip Code)

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

    N/A

    (Former name or former address, if changed since last report.)

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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    ☐

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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    ☐

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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    ☐

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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    ☐

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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    Title of each class

        

    Trading
    Symbol(s)

       

    Name of each exchange

    on which registered

    Class A common stock, $0.0001 par value 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

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    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

    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  ☐

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    Item 2.02Results of Operations and Financial Condition.

    On April 24, 2025, SES AI Corporation (the “Company”) released a letter to its shareholders, which includes a business update and the Company’s financial results for the fiscal quarter ended March 31, 2025. A copy of the letter to shareholders is furnished herewith as Exhibit 99.1.

    On April 24, 2025, the Company issued a press release announcing the release of the letter to shareholders. A copy of the press release is furnished herewith as Exhibit 99.2.

    The information contained in this Item 2.02 and in the accompanying Exhibits 99.1 and 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly incorporated by specific reference in such filing.

    Item 7.01Regulation FD Disclosure

    On April 24, 2025, the Company issued a press release announcing that its Board of Directors had approved a stock repurchase program authorizing the Company to purchase up to $30 million of the Company’s outstanding Class A common stock. The press release is furnished herewith as Exhibit 99.3 and is incorporated herein by reference.

    The information furnished under this Item 7.01, including Exhibit 99.3, will not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and will not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

    Item 9.01Financial Statements and Exhibits.

    (d)Exhibits

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    Exhibit No.

        

    Description

    99.1

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    Shareholder Letter dated February 25, 2025

    99.2

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    Press release dated February 25, 2025

    99.3

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    Press release announcing stock repurchase program, dated April 24, 2025

    104

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    Cover Page Interactive Data File (embedded within the Inline XBRL document)

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    SIGNATURE

    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 thereunto duly authorized.

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    SES AI Corporation

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    Date: April 24, 2025

    By:

    /s/ Jing Nealis

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    Name:

    Jing Nealis

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    Title:

    Chief Financial Officer

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