SEC Form 10-Q filed by SES AI Corporation

11/12/25 4:16:22 PM ET

$SES

Industrial Machinery/Components

Miscellaneous

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SES AI Corporation_September 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 September 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 November 10, 2025, there were 321,190,509 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	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures	28

Part II.	Other Information
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3.	Defaults Upon Senior Securities	32
Item 4.	Mine Safety Disclosures	32
Item 5.	Other Information	32
Item 6.	Exhibits	33
Signatures		34

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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 may not be able to successfully integrate UZ Energy’s operations into our business.

●

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.

●

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.

●

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.

●

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.

●

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.

●

The economic benefit of our energy storage system (“ESS”) products to our customers depends on the cost of electricity available from alternative sources, including local electric utility companies, which cost structure is subject to change.

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●

We depend upon component and product manufacturing and logistical services provided by third parties, many of whom are located outside of the U.S.

●

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.

●

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)	September 30, 2025		December 31, 2024
Assets
Current Assets
Cash and cash equivalents	$	35,274	$	128,796
Short-term investments		178,736		133,748
Accounts receivable		3,373		950
Inventories		3,658		212
Prepaid expenses and other assets		9,321		13,198
Total current assets		230,362		276,904
Property and equipment, net		30,952		38,165
Goodwill		12,617		—
Intangible assets, net		2,874		1,217
Right-of-use assets, net		8,250		9,927
Deferred tax assets		1,371		1,335
Other assets, non-current		2,341		2,237
Total assets	$	288,767	$	329,785
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable	$	4,780	$	1,901
Operating lease liabilities		2,262		2,585
Deferred consideration, current (Note 3)		4,361		—
Accrued expenses and other current liabilities		16,603		18,329
Total current liabilities		28,006		22,815
Sponsor Earn-Out liabilities		6,949		9,472
Operating lease liabilities, non-current		6,194		7,977
Unearned government grant		9,251		8,606
Deferred consideration, non-current (Note 3)		7,337		—
Other liabilities, non-current		2,829		2,605
Total liabilities		60,566		51,475
Commitments and contingencies (Note 11)
Stockholders’ Equity
Common stock: Class A shares, $0.0001 par value, 2,100,000,000 shares authorized; 321,127,160 and 317,676,034 shares issued and outstanding as of September 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 September 30, 2025 and December 31, 2024, respectively		36		36
Additional paid-in capital		586,200		579,378
Accumulated deficit		(354,874)		(298,871)
Accumulated other comprehensive loss		(3,161)		(2,233)
Total stockholders' equity		228,201		278,310
Total liabilities and stockholders' equity	$	288,767	$	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 September 30,				Nine Months Ended September 30,
(in thousands, except share and per share amounts)	2025		2024		2025		2024
Revenue from contracts with customers:
Revenue	$	7,118	$	—	$	16,438	$	—
Cost of revenues		3,482		—		5,645		—
Gross profit		3,636		—		10,793		—
Operating expenses:
Research and development		15,625		24,438		55,222		51,260
General and administrative		6,660		9,779		20,500		28,855
Total operating expenses		22,285		34,217		75,722		80,115
Loss from operations		(18,649)		(34,217)		(64,929)		(80,115)
Other income (expense):
Interest income		2,274		3,665		7,311		11,822
(Loss) gain on change in fair value of Sponsor Earn-Out liabilities		(3,913)		1,001		2,523		3,287
Miscellaneous expense, net		(740)		(497)		(344)		(203)
Total other (expense) income, net		(2,379)		4,169		9,490		14,906
Loss before income taxes		(21,028)		(30,048)		(55,439)		(65,209)
Benefits from (provision for) income taxes		108		(138)		(564)		(431)
Net loss		(20,920)		(30,186)		(56,003)		(65,640)
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment		(695)		729		(931)		179
Unrealized gain on short-term investments		78		445		3		87
Total other comprehensive (loss) income, net of tax		(617)		1,174		(928)		266
Total comprehensive loss	$	(21,537)	$	(29,012)	$	(56,931)	$	(65,374)

Net loss per share attributable to common stockholders:
Basic and diluted	$	(0.06)	$	(0.09)	$	(0.17)	$	(0.20)

Weighted-average shares outstanding:
Basic and diluted		331,335,411		322,032,894		330,807,919		320,557,892

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)


Nine Months Ended September 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		(Loss) Income		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	(20,794)		—		—		—		—		—
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	366,041,002	$	37	$	585,688	$	(333,954)	$	(2,544)	$	249,227
Issuance of common stock upon exercise of stock options	134,944		—		15		—		—		15
Restricted stock units vested	204,622		—		—		—		—		—
Forfeitures of Earn-Out Restricted Shares	(119)		—		—		—		—		—
Forfeitures of Restricted Stock Awards	(31,382)		—		(75)		—		—		(75)
Repurchase and retirement of Class A common stock	(1,340,656)		(1)		(1,606)		—		—		(1,607)
Stock-based compensation	—		—		2,178		—		—		2,178
Net loss	—		—		—		(20,920)		—		(20,920)
Unrealized gain on short-term investments	—		—		—		—		78		78
Foreign currency translation adjustments	—		—		—		—		(695)		(695)
Balance — September 30, 2025	365,008,411	$	36	$	586,200	$	(354,874)	$	(3,161)	$	228,201


Nine Months Ended September 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		(Loss) Income		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
Issuance of common stock upon exercise of stock options	1,590,419		—		250		—		—		250
Restricted stock units vested	161,269		—		—		—		—		—
Forfeitures of Earn-Out Restricted Shares	(3,895)		—		—		—		—		—
Forfeitures of Restricted Stock Awards	(39,679)		—		(38)		—		—		(38)
Stock-based compensation	—		—		6,511		—		—		6,511
Net loss	—		—		—		(30,186)		—		(30,186)
Unrealized gain on short-term investments	—		—		—		—		445		445
Foreign currency translation adjustments	—		—		—		—		729		729
Balance — September 30, 2024	357,615,049	$	35	$	574,922	$	(264,326)	$	(1,347)	$	309,284

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)


	Nine Months Ended September 30,
(in thousands)	2025		2024
Cash Flows From Operating Activities
Net loss	$	(56,003)	$	(65,640)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain from change in fair value of Sponsor Earn-Out liabilities		(2,523)		(3,287)
Stock-based compensation		8,864		16,097
Depreciation and amortization		7,671		5,893
Loss on disposal of fixed assets		616		—
Accretion income from available-for-sale short-term investments		(2,421)		(5,988)
Other		425		(997)
Changes in operating assets and liabilities:
Receivable from related party		—		1,348
Accounts receivable		(1,283)		—
Inventories		368		237
Prepaid expenses and other assets		(5,419)		(3,674)
Right-of-use assets		1,913		2,395
Accounts payable		178		(354)
Lease liabilities		(2,356)		2,823
Accrued expenses and other liabilities		2,015		(2,647)
Net cash used in operating activities		(47,955)		(53,794)
Cash Flows From Investing Activities
Purchases of property and equipment		(2,146)		(11,973)
Acquisition of business, net of cash acquired		795		—
Proceeds from the sale of short-term investments		4,997		—
Purchase of short-term investments		(194,798)		(188,873)
Proceeds from the maturities of short-term investments		147,448		235,000
Net cash (used in) provided by investing activities		(43,704)		34,154
Cash Flows From Financing Activities
Repurchase and retirement of Class A common stock		(1,605)		—
Payments for taxes withheld to cover vested restricted stock		(418)		—
Proceeds from stock option exercises		13		378
Net cash (used in) provided by financing activities		(2,010)		378
Effect of exchange rates on cash		177		(291)
Net decrease in cash, cash equivalents and restricted cash		(93,492)		(19,553)
Cash, cash equivalents and restricted cash at beginning of period (Note 6)		129,395		86,966
Cash, cash equivalents and restricted cash at end of period (Note 6)	$	35,903	$	67,413

Supplemental Cash and Non-Cash Information:
Income taxes paid	$	—	$	260
Accounts payable and accrued expenses related to purchases of property and equipment	$	937	$	2,438
Deferred consideration payable for acquisition	$	11,698	$	—
Operating lease liabilities arising from obtaining right-of-use assets	$	—	$	12

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 artificial intelligence (“AI”) enhanced 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 large-scale manufacturability of conventional Li-ion batteries in order to help promote the transition from the global dependence on fossil fuel-based vehicles to clean and efficient EVs, with the goal of enabling a new era of electric transportation on land and in the air. The Company is seeking to accelerate the pace of innovation by currently utilizing AI across the spectrum of our business, from engineering and manufacturing to battery health and safety monitoring and AI-accelerated battery materials discovery. 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 nine months ended September 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, 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, (v) the evaluation of the recoverability of long-lived assets and goodwill, including intangible assets, and (vi) measurement of acquired intangibles assets and deferred consideration. On an ongoing basis, the Company evaluates these judgments and estimates for reasonableness.

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Goodwill, long-lived assets, and other intangible assets

Goodwill and other intangible assets that arise from acquisitions are recorded in accordance with ASC Topic 805, Business Combinations and ASC Topic 350, Intangibles—Goodwill and Other. In accordance with this guidance, specifically identified intangible assets must be recorded as a separate asset from goodwill if either of the following two criteria is met: (1) the intangible asset acquired arises from contractual or other legal rights; or (2) the intangible asset is separable. Intangibles are typically trade names and intellectual property. Goodwill is the excess of the purchase price over the fair value of identifiable net assets acquired in a business combination.

The Company recorded goodwill for the first time in connection with its acquisition of UZ Energy in September 2025. As the Company determined there to be a single reporting unit subsequent to the acquisition, management identified the historical losses of the legacy business to be an indicator of a triggering event in the third quarter of 2025, in accordance with ASC Topic 350. The Company performed a quantitative test for impairment, noting that the fair value of the Company using the market cap under the market approach exceeded its book value and concluded there was no impairment of goodwill.

Business Combinations

In accordance with the provisions of ASC Topic 805, Business Combinations, the Company recognizes the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. Determining these fair values requires management to make significant estimates and assumptions, especially with respect to intangible assets.

During the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill, or bargain purchase if applicable. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, any subsequent adjustments are recorded to the condensed consolidated statements of operations and comprehensive loss.

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 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:

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(in thousands)	Level 1		Level 2		Level 3		Total
September 30, 2025
Current Assets
Cash equivalents in money market funds (Note 6)	$	18,012	$	—	$	—	$	18,012
U.S. treasury securities		177,559		—		—		177,559
Equity securities⁽¹⁾		1,177		—		—		1,177
Total current assets at fair value	$	196,748	$	—	$	—	$	196,748

Current Liabilities
Deferred consideration, current⁽²⁾		—		—		4,361		4,361
Total current liabilities at fair value	$	—	$	—	$	4,361	$	4,361

Long-term Liabilities
Sponsor Earn-Out liabilities	$	—	$	—	$	6,949	$	6,949
Deferred consideration, non-current⁽²⁾	$	—	$	—	$	7,337	$	7,337
Total long-term liabilities at fair value	$	—	$	—	$	14,286	$	14,286

December 31, 2024
Current Assets
Cash equivalents in money market funds (Note 6)	$	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.

⁽²⁾ Fair value was determined using the Black Scholes option pricing formula capped call and capped put methodology using risk adjusted discount rate for the revenue and adjusted revenue forecasts.

There were no transfers in or out of Level 3 measurements during the three and nine months ended September 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 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.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which allows for a practical expedient election to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset in the development of a reasonable and supportable forecast as part of estimating expected credit losses. The new standard is effective for annual periods beginning after December 15, 2025, with early adoption permitted. We are currently evaluating the impact of adoption on our consolidated financial statements.

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In September 2025, the FASB issued ASU No. 2025-06, Targeted Improvements to the Accounting for Internal-Use Software, which removes references to project stages and clarifies the timing of capitalizing costs based on certain thresholds. Additionally, this amendment requires certain disclosures in the notes to the financial statements regardless of financial statement presentation of software costs. The new standard is effective for annual periods beginning after December 15, 2027, and interim periods within those annual reporting periods with early adoption permitted. 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 September 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. Acquisitions

Acquisition of Shenzhen UZ Energy Co. Ltd.

On July 25, 2025, our wholly owned subsidiary, SES AI International I Pte Ltd, entered into a Share Transfer and Share Purchase Agreement (the “Agreement”) with UZ Energy and its shareholders to acquire 100% of the share capital of Shenzhen UZ Energy Co. Ltd. (“UZ Energy”), a China-based battery energy storage system manufacturer. The acquisition closed on September 15, 2025 (the “Closing”) after completion of customary closing conditions. The acquisition of UZ Energy was accounted for as a business combination and the results of UZ Energy’s operations from the date of closing have been included in our condensed consolidated financial statements.

Assuming the Company met and did not exceed the performance targets established for both 2025 and 2026 contingent consideration payments, the aggregate consideration for the acquisition of UZ Energy would be approximately RMB 183.5 million ($25.8 million), of which the purchase consideration would be approximately RMB 93.5 million ($13.1 million). Upon acquisition on September 15, 2025 the purchase consideration was valued at RMB 83.3 million ($11.7 million). The total purchase consideration includes cash of approximately RMB 23.5 million ($3.3 million), which is currently recorded in other current liabilities and is expected to be paid during the fourth quarter of 2025, and additional deferred cash payments of approximately RMB 59.9 million ($8.4 million). The aggregate consideration also includes a capital contribution of RMB 90 million ($12.6 million) made by the Company in exchange for newly issued shares of UZ Energy. The capital contribution was excluded from purchase consideration as the proceeds will remain with UZ Energy and will be used for working capital requirements.

The additional deferred cash payments are contingent on UZ Energy meeting specified thresholds relating to revenue and cash balances for fiscal years 2025 and 2026. The fair value of the deferred cash payments was assessed to be RMB 59.9 million ($8.4 million) as of the Closing, which was estimated by using a Black-Scholes option-pricing model. As of September 30, 2025, the possible outcomes for the range of deferred cash payments, on an undiscounted basis, are from $0.3 million to $11.9 million. The analysis considered, among other items, contractual terms of the Agreement, the Company’s discount rate, the timing of expected future cash flows and the probability that the revenue and cash balance thresholds required for payment of the deferred consideration will be achieved. The company recorded the acquisition date fair value of the short-term portion of the deferred payment liability within accrued expenses and other current liabilities and the long-term portion of the deferred payment liability within other liabilities, non-current on the condensed consolidated balance sheets, respectively.

The purchase price was allocated to the assets acquired and liabilities assumed based on the estimated fair values at the date of acquisition. The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill. Goodwill is primarily attributed to the expected synergies from future expected economic benefits, including enhanced revenue growth from expanded products and capabilities related to ESS, as well as substantial cost savings from duplicative overheads, streamlined operations and enhanced efficiency. Goodwill is not deductible for tax purposes. The following table summarizes the preliminary allocation of the purchase price (in thousands):

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Cash and cash equivalents	$	795
Accounts receivable		1,139
Inventory		3,807
Prepaid expenses and other current assets		3,465
Property, plant and equipment		1,023
Intangible assets		1,753
Goodwill		12,617
Other assets		195
Accounts payable		(2,644)
Accrued expenses and other current liabilities		(1,450)
Deferred revenue		(6,862)
Operating lease liability		(174)
Note payable, current		(1,966)
Total	$	11,698

The above fair values of assets acquired and liabilities assumed are preliminary and are based on the information that was available as of the reporting date. The fair values include Level 3 unobservable inputs and were determined using generally accepted valuation techniques. The Company’s allocation of the purchase price to certain assets acquired and liabilities assumed is provisional and the Company will continue to adjust those estimates as additional information pertaining to events or circumstances present as of the closing becomes available and final valuation and analysis are completed. The Company will finalize the purchase price allocation no later than one year from the acquisition date.

The following table sets forth the components of the identifiable intangible assets acquired and their estimated fair values and useful lives as of the date of the acquisition:



(in thousands)	Fair Value		Weighted Average Useful Lives
Patents	$	1,685		15 years
Trademarks		68		15 years
Total acquired intangible assets	$	1,753

The amount of revenue and pre-tax income the Company recognized since the acquisition, which is included in the condensed consolidated statements of operations and comprehensive loss for the three and nine months ending September 30, 2025, was approximately $3.2 million and $0.3 million, respectively.

The Company has not included pro-forma financial information for the acquisition of UZ Energy in these condensed consolidated financial statements. It was determined that the preparation of such information is impracticable as UZ Energy was a foreign, privately held entity that did not historically maintain financial statements in accordance with the U.S. GAAP. The Company has, however, included the results of UZ Energy's operations in its condensed consolidated financial statements from the Closing date forward.

Note 4. Revenue

We disaggregate our revenue from customers by the type of arrangement, primarily from the sale of battery products and energy storage system products as well as 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 September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
Revenue from customers:
Service revenue	$	3,897	$	—	$	13,209	$	—
Product revenue		3,221		—		3,229		—
Total revenue from customers	$	7,118	$	—	$	16,438	$	—

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 September 30, 2025, the aggregate amount of the transaction price allocated to the remaining performance obligations

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related to customer contracts that were unsatisfied or partially unsatisfied, was $0.3 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 5. 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 December 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 September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
Research and development (related party)	$	—	$	1,973	$	—	$	3,190
Research and development (non-related party)		—		2,500		—		5,385
Total reimbursements to research and development	$	—	$	4,473	$	—	$	8,575

Note 6. Cash and Cash Equivalents

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



(in thousands)	September 30, 2025		December 31, 2024
Cash	$	17,262	$	7,908
Money market funds		18,012		120,888
Total cash and cash equivalents		35,274		128,796
Restricted cash included in other assets		629		599
Total cash, cash equivalents, and restricted cash	$	35,903	$	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.

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Note 7. 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 September 30, 2025 and December 31, 2024, which have maturity dates that range from 2 months to 11 months and 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 nine months ended September 30, 2025 and 2024.


September 30, 2025			Gross		Gross
(in thousands)	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
U.S. treasury securities	$	177,388	$	171	$	—	$	177,559
Total short-term marketable securities	$	177,388	$	171	$	—	$	177,559

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 $1.2 million and $1.0 million marketable equity securities as of September 30, 2025 and December 31, 2024, respectively, with an initial cost of $0.5 million. Total unrealized gain of $0.7 million and $0.5 million is recorded under miscellaneous (expense) income, net in the condensed consolidated statements of operations and comprehensive loss for the periods ended September 30, 2025 and December 31, 2024, respectively.

Note 8. Accrued Expenses and Other Current Liabilities

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



(in thousands)	September 30, 2025		December 31, 2024
Employee compensation and related costs	$	4,064	$	6,646
Vendor project charges		4,045		7,500
Deferred income		3,131		—
Short-term notes payables		1,924		—
Income taxes payable		1,034		313
Professional and consulting services		683		1,480
Software services		879		—
Construction in process		339		1,408
Other		504		982
Accrued expenses and other current liabilities	$	16,603	$	18,329

Note 9. 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 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 September 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 $8.6 million and $8.1 million, after translation, as of September 30, 2025 and December 31, 2024, respectively, which is disclosed as unearned government grant in the condensed consolidated balance sheets.

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Note 10. 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:


		September 30, 2025		December 31, 2024
Expected term (in years)		5.6		5.9
Risk free rate		3.76%		4.38%
Expected volatility		100.0%		95.0%
Expected dividends		0%		0%
Stock price	$	1.67	$	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 90.7% - 100.6% and 87.3% - 122.5% as of September 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		(2,523)
Balance as of September 30, 2025	$	6,949

Balance as of December 31, 2023	$	4,166
Change in fair value		(3,287)
Balance as of September 30, 2024	$	879

Note 11. 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 $7.8 million under this JDA as of September 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 September 30, 2025, the Company assessed the probability of any liability to be incurred for relinquishment charges as remote.

Deferred Consideration

Under the terms of the acquisition agreement for UZ Energy, the Company recognized contingent liabilities related to purchase consideration payments to UZ Energy shareholders. These payments are contingent on meeting specified thresholds relating to revenue and cash balances for fiscal years 2025 and 2026, which are further detailed in Note 3.

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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 12. 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 September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
Research and development	$	608	$	3,493	$	2,449	$	6,560
General and administrative		1,521		3,018		6,094		9,537
Cost of revenue		67		—		321		—
Total stock-based compensation	$	2,196	$	6,511	$	8,864	$	16,097

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


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
Earn-Out Restricted Shares	$	—	$	1,997	$	—	$	1,997
Restricted Stock Units ("RSUs")		1,774		3,404		6,545		10,093
Performance Stock Units ("PSUs")		176		582		1,089		2,214
Restricted Stock Awards ("RSAs")		245		486		1,197		1,464
Stock options		1		42		33		329
Total	$	2,196	$	6,511	$	8,864	$	16,097

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 13. Income Taxes

The Company’s effective tax rate for the three and nine months ended September 30, 2025 was 0.8% and (1.0)%, respectively, compared with (0.5)% and (0.6)% for the three and nine months ended September 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 September 30, 2025 and December 31, 2024 and the recording of uncertain tax positions and interest expense.

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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 performed a review during tax provision preparation determining that the impact is not material for the period ending September 30, 2025.

Note 14. 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 September 30,				Nine Months Ended September 30,
(in thousands, except share and per share amounts)	2025		2024		2025		2024
Numerator:
Net loss attributable to common stockholders - basic	$	(20,920)	$	(30,186)	$	(56,003)	$	(65,640)

Denominator:
Weighted average shares of common stock outstanding - basic and diluted		331,335,411		322,032,894		330,807,919		320,557,892

Net loss per share attributable to common stockholders - basic and diluted	$	(0.06)	$	(0.09)	$	(0.17)	$	(0.20)

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 September 30,
	2025	2024
Escrowed earn-out shares	27,690,978	27,690,978
Options to purchase common stock	5,787,911	10,042,526
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	14,045,838	14,528,463
Unvested PSUs	5,784,050	6,159,793
Earn-out Restricted Shares	742,280	827,276
Unvested RSAs	401	351,198
Total	73,784,738	79,333,514

15. 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

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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 September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
Compensation and benefits	$	6,400	$	8,558	$	20,699	$	25,515
Stock-based compensation		1,815		6,530		8,543		16,116
Lab and equipment		4,003		9,897		12,886		12,984
General and administrative		3,509		4,281		11,502		11,829
Professional services		4,871		2,829		17,036		7,081
Facility		1,540		1,941		4,531		5,967
Marketing and sales		147		181		525		623
	$	22,285	$	34,217	$	75,722	$	80,115

Geographic & Concentration Information

For the three and nine months ended September 30 2025, revenue outside of the United States, based on customer billing address, was 98% and 99% of total revenue, respectively. For the three and nine months ending September 30, 2025, there was one customer that accounted for 51% and 59%, respectively, of total revenue and a second customer that accounted for 35% and 15%, respectively, of total revenue as well as 47% of accounts receivable as of September 30, 2025. For the nine months ending September 30, 2025, there was a third customer that accounted for 19% of total revenue as well as 40% of accounts receivable as of September 30, 2025.

Note 16. 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 continued 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 5 – Partnerships” for more details about our prior partnership with GM.

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 nine months ended September 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 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 (“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

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management. SES accelerates its pace of innovation by utilizing superintelligent AI across the spectrum of our business, from research and development, materials sourcing, cell design, engineering and manufacturing, to battery health and safety monitoring.

As we build more AI-enhanced Li-Metal and Li-ion cells and generate more data, AI has become an increasingly integral part of our business in material development, battery health monitoring and incident prediction, with our AI initiatives consisting of AI for Science, AI for Manufacturing and AI for Safety. We believe that our AI for Science has the potential to accelerate our pipeline material discovery by mapping the vast universe of small molecules, with the goal to improve battery performance and safety. Our AI for Manufacturing uses machine learning to help define and fine-tune quality specifications based on manufacturing process data. Our AI for Safety is designed to monitor battery state-of-health and predict incidents more accurately than conventional battery management system.

There are four pillars to our mission.

Artificial Intelligence (AI)

We started our AI programs out of necessity, due to the need to provide a high level of safety in the field and the need to further accelerate our future roadmap for material development. Our AI programs fall under three major categories:

AI for Science - We launched our new AI model Molecular Universe (“MU”) in April 2025, and unveiled the latest platform, MU-1, in October 2025. The model is designed to screen a vast universe of small molecules for potential electrolyte solvent candidates. We have also built an electrolyte foundry designed to provide high throughput synthesis and testing of these materials.

AI for Manufacturing – The traditional approach to optimizing cell design and process and improving manufacturing quality is through human experience, where the human engineers define and optimize quality specifications, which typically is a very lengthy process. We believe our AI for Manufacturing can accelerate this timeline. AI for Manufacturing uses machine learning to help define and fine-turn quality specifications based on manufacturing process data.

AI for Safety - We seek to provide a high level of safety in the field, and we are leveraging our automotive 50Ah and 100Ah cell production volume and quality data to train our AI for Safety. Our AI for Safety prediction accuracy increased to 95% in 2024, meeting the target we set at the start of the year. Our ultimate goal is to be able to reach near 100% safety in the field, which we believe will be paramount to both EV and UAM OEMs.

Energy Storage System (ESS)

We believe the intersection of digital infrastructure and the need for power is one of the most critical themes of our time. As AI continues to evolve, the demand for power will grow significantly. ESS is an essential enabler of renewable energy generation, helping alternative sources of power make a steady contribution to the world’s energy needs despite the inherently intermittent character of renewable energy sources. The flexibility ESS provides will make it integral to applications such as peak shaving, self-consumption, and back power in the event of outages. All of this has created a significant opportunity for us. We have been actively exploring this area as a natural fit to exploit our unique capabilities in materials discovery and superintelligent battery management through AI. We believe that our AI-enhanced batteries can extend the life of ESS, and our AI for Safety can improve ESS battery health and safety. We have only begun to tap into this market and look forward to growing our presence in energy storage.

Electric Vehicles (EV).

In 2012, we transitioned away from solid state Li-Metal, so our Li-Metal batteries could operate at room temperature and be manufactured at large scale. In 2015, we received the first strategic investment from General Motors. In 2021, we signed what we believe to be the world’s first automotive A-sample Li-Metal joint development agreements (JDAs) with GM, Hyundai and Honda, all of whom made strategic investments in our company. In 2023, we signed what we believe to be the world’s first automotive B-sample Li-Metal JDA with a major global automaker. In 2024, we extended our JDA agreement with Hyundai to conduct further development activities in order to achieve production of B-sample batteries.

We believe that our AI-enhanced Li-Metal battery technology demonstrates industry-leading energy density and performance and has the ability to:

●	deliver a lightweight and compact battery, and substantially reduce range anxiety of EV consumers;

●	provide fast-charge capability to charge the battery to 80% in less than 15 minutes, significantly reducing charging times;

●	incorporate AI software and battery management systems (“BMS”), which will accurately monitor the state of health of the battery and apply appropriate self-healing protocols;

●	achieve rapid market adoption due to our strategic partnerships, including with leading global OEMs, such as Hyundai Motor Company (“Hyundai”) and Honda Motor Company, Ltd. (“Honda”); and

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●	capitalize on the innovation occurring in Li-ion, including improvements in energy density, manufacturing efficiency and cost reduction, as our manufacturing processes are very similar to Li-ion.

In 2024, we transitioned from developing and producing A-Sample batteries to B-Samples to meet carmakers' requirements for their electric vehicles. 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.

Urban Air Mobility (UAM)

We believe that UAM and drones are perfect fits for high energy density and high-power density Li-Metal and Li-ion batteries. In our view, B-sample battery cell technology requires less additional development to reach commercial production for use in UAM and drones than in EVs, and that our B-sample technology for EVs can be adapted for UAMs and drones quickly. UAM and drones frequently operate on a fleet business model where the key business metrics are cost per passenger per mile, with weight being a paramount factor to costs. We believe that the step-change gravimetric energy density that Li-Metal and Li-ion can potentially offer means that an aircraft has the potential to carry twice the number of passengers, or twice the payload for cargo applications, or fly twice the distance, which has the potential to significantly improve the profitability of UAM operators. We have converted two of our EV A-sample lines to be dedicated to UAM cell production.

We also believe that our high-energy density and high-power density Li-Metal and Li-ion cells, such as the AI-enhanced 2170 cylindrical cell that we unveiled in January 2025, are well designed for use in humanoid robots, drones and other applications.

On July 25, 2025, our wholly owned subsidiary, SES AI International I Pte Ltd, entered into an agreement with UZ Energy Co. Ltd. and its shareholders to acquire 100% of the share capital of UZ Energy, a China-based battery energy storage system manufacturer. The aggregate consideration for the acquisition of UZ Energy is approximately RMB 183.5 million ($25.8 million), of which the purchase consideration is RMB 93.5 million ($13.1 million), subject to adjustment based on a number of performance factors. The transaction closed on September 15, 2025 after completion of customary closing conditions. We believe that the acquisition of UZ Energy strengthens our capabilities in the ESS market and will provide opportunities for revenue generation.

Results of Operations

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


	Three Months Ended September 30,				$		%
(in thousands)	2025		2024		Change		Change
Revenue from customers	$	7,118	$	-	$	7,118	100.0	%
Cost of revenue		3,482		-		3,482	100.0	%
Gross profit		3,636		-		3,636	100.0	%
Gross margin		51%		0%
Operating Expenses
Research and development		15,625		24,438		(8,813)	(36.1)	%
General and administrative		6,660		9,779		(3,119)	(31.9)	%
Total operating expenses		22,285		34,217		(11,932)	(34.9)	%
Loss from operations	$	(18,649)	$	(34,217)	$	15,568	(45.5)	%


	Nine Months Ended September 30,				$		%
(in thousands)	2025		2024		Change		Change
Revenue from customers	$	16,438	$	-	$	16,438	100.0	%
Cost of revenue		5,645		-		5,645	100.0	%
Gross profit		10,793		-		10,793	100.0	%
Gross margin		66%		0%
Operating Expenses
Research and development		55,222		51,260		3,962	7.7	%
General and administrative		20,500		28,855		(8,355)	(29.0)	%
Total operating expenses		75,722		80,115		(4,393)	(5.5)	%
Loss from operations	$	(64,929)	$	(80,115)	$	15,186	(19.0)	%

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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 sales of ESS systems to residential and commercial customers as well as Li-ion and 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 nine months ended September 30, 2025 was $7.1 million and $16.4 million, respectively. This revenue was primarily earned from service-related contracts with OEMs and other manufacturers totaling $3.9 million and $13.2 million, respectively, as well as ESS product shipments totaling $3.2 million for the three and nine months ended September 30, 2025, respectively.

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 nine months ended September 30, 2025 were $3.5 million and $5.6 million, respectively. This cost of revenue was primarily attributable to personnel costs for service-related contracts totaling $0.7 million and $2.9 million, respectively, as well as inventory, materials, and shipping costs for ESS product revenue shipments totaling $2.7 million for the three and nine months ended September 30, 2025, respectively.

Gross Margin

Gross margin, or gross profit as a percentage of revenue, has been and will continue to fluctuate over time affected by a variety of factors, including the average sales price of our product and service offerings and changes in our mix of revenue between our ESS product and R&D service offerings.

Gross margin for the three and nine months ended September 30, 2025 were 51.1% and 65.7%, respectively. The fluctuation was primarily due to ESS product deliveries arising from the acquisition of UZ Energy in September 2025 and the resulting effect on revenue mix between product and service offerings.

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.

Research and development expenses for the three months ended September 30, 2025 decreased $8.8 million, or 36%, to $15.6 million, compared with $24.4 million for the three months ended September 30, 2024. This decrease was primarily driven by a $8.4 million decrease in JDA related lab expenses during the current period, a $3.3 million decrease in personnel costs and a $2.9 million decrease in stock-based compensation mainly attributable to headcount reductions resulting from the company pivoting away from in-house manufacturing, and a $0.6 million decrease in other operating costs like professional fees, rent, and depreciation. These decreases were partially offset by a $4.5 million decrease in reimbursements from prior year from our JDA partners due to the culmination of certain JDA activities in 2024 and a $2.1 million increase in AI infrastructure costs including Graphic Processing Unit (“GPU”) expenses and development costs development of the Company’s Molecular Universe platform.

Research and development expenses for the nine months ended September 30, 2025 increased $3.9 million, or 8%, to $55.2 million compared with $51.3 million for the nine months ended September 30, 2024. This increase was primarily driven by a $10.5 million increase in AI infrastructure costs including GPU expenses and costs related to development of the Company’s Molecular Universe platform, $8.5 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 $0.2 million increase in depreciation expense for assets placed in service. These increases were partially offset by a $7.4 million decrease in personnel costs, a $4.0 million decrease in stock-based compensation mainly attributable to headcount reductions resulting from the company pivoting away from in-house manufacturing, a $2.7 million decrease in JDA related lab equipment expenses.

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Further, there was a $0.6 million decrease in 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 September 30, 2025 decreased $3.1 million, or 32%, to $6.7 million, compared with $9.8 million for the three months ended September 30, 2024. This decrease was primarily driven by a decrease of $1.6 million for stock-based compensation and $0.9 million in personnel costs due to headcount reductions, and a $0.9 million decrease in professional services including recruiting and public relations consulting, partially offset by a $0.2 million increase in other operating costs including franchise tax fees.

General and administrative expenses for the nine months ended September 30, 2025 decreased $8.4 million, or 29%, to $20.5 million, compared with $28.9 million for the nine months ended September 30, 2024. This decrease was primarily driven by a decrease of $3.4 million for stock-based compensation and $2.9 million in personnel costs due to headcount reductions, and a $1.6 million decrease in professional services including recruiting and public relations consulting, a $0.6 million decrease in legal fees and a $0.5 decrease in insurance costs, partially offset by a $0.5 million increase in other operating costs including franchise tax fees and regulatory costs.

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 nine months ended September 30, 2025, we had interest income of $2.3 million and $7.3 million, respectively, compared with $3.7 million and $11.8 million for the three and nine months ended September 30, 2024, respectively. The $1.4 million and $4.5 million decreases from each of the three and nine months ended September 30, 2024 to each of the three and nine months ended September 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 nine months ended September 30, 2025, we incurred a loss of $3.9 million and a gain of $2.5 million, respectively, associated with the change in fair value of the Sponsor Earn-Out liabilities compared with gains of $1.0 million and $3.3 million, respectively, for the three and nine months ended September 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 10 – Sponsor Earn-Out Liabilities” to the condensed consolidated financial statements for additional information.

Miscellaneous Income (Expense), Net

During the three months ended September 30, 2025, we had miscellaneous expense of $0.7 million, compared with miscellaneous expense of $0.5 million for the three months ended September 30, 2024. This $0.2 million increase in miscellaneous expense was primarily due to an increase in the loss on foreign currency translation.

During the nine months ended September 30, 2025, we had miscellaneous expense of $0.3 million, compared with miscellaneous expense of $0.2 million for the nine months ended September 30, 2024. This $0.1 million increase in miscellaneous expense was the result of an increase in the loss on foreign currency translations.

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Benefits from (Provision for) Income Taxes

During the three months ended September 30, 2025, we had a benefit from income taxes of $0.1 million compared to a provision for income taxes of $0.1 million for the three months ended September 30, 2024. This $0.2 million increase in benefits from incomes taxes is primarily due to local taxes in the foreign jurisdictions in which the Company operates.

During the nine months ended September 30, 2025, we had provisions for income taxes of $0.6 million compared to a $0.4 million provision for income taxes for the nine months ended September 30, 2024. This $0.2 million increase in provision for income taxes as primarily due to local taxes in the foreign jurisdictions in which the Company operates.

Liquidity and Capital Resources

As of September 30, 2025, we had total cash and cash equivalents of $35.3 million and investments in marketable debt and equity securities of $178.7 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 primarily 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, operations of recently acquired ESS business, 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 and abroad, 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 September 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:


	Nine Months Ended September 30,
(in thousands)	2025		2024
Cash (used in) provided by:
Operating activities	$	(47,955)	$	(53,794)
Investing activities		(43,704)		34,154
Financing activities		(2,010)		378
Effect of exchange rate changes on cash		177		(291)
Net decrease in cash, cash equivalents and restricted cash	$	(93,492)	$	(19,553)

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.

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Net cash used in operating activities of $48.0 million for the nine months ended September 30, 2025 was primarily attributable to net loss of $56.0 million, as adjusted for stock-based compensation expense of $8.9 million, a gain on change in fair value of Sponsor Earn-Out liabilities of $2.5 million, depreciation and amortization of $7.7 million, a loss on disposal of fixed assets of $0.6 million, accretion income from marketable securities of $2.4 million, and a $4.6 million working capital outflow. The working capital outflow was primarily driven by a $5.4 million increase in prepaids and other assets primarily due to advance payments made for software related service costs due to AI infrastructure spend, a $2.0 million increase in accrued expenses and other current liabilities due to accruals for deferred consideration in connection with the acquisition, changes in deferred revenue balances, accrued income taxes payable, and payroll related accruals and a $1.3 million increase in receivables from customers.

Net cash used in operating activities of $53.8 million for the nine months ended September 30, 2024 was primarily attributable to net loss of $65.6 million, as adjusted for stock-based compensation expense of $16.1 million, accretion income from marketable securities of $6.0 million, depreciation and amortization of $5.9 million, a gain on change in fair value of Sponsor Earn-Out liabilities of $3.3 million, other adjustments to net loss of $1.0 million, and a $0.1 million working capital inflow. The working capital inflow was primarily driven by a $2.8 million increase in accrued expenses and other liabilities, including due to the timing of payments for legal fees and equipment purchases, and a $1.3 million receipt for reimbursements of our expenses from a JDA partner. The working capital inflow was partially offset by a $3.7 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, the $0.4 million decrease in accounts payable was due to the timing of vendor payments, which also offset the working capital inflow.

Investing Activities

Net cash used in investing activities was $43.7 million for the nine months ended September 30, 2025, compared to net cash provided by investing activities of $34.2 million for the nine months ended September 30, 2024.

Purchases, Maturities, and Sale of Investments – Net purchases of investments in marketable debt and equity securities were $47.4 million for the nine months ended September 30, 2025, compared to net proceeds from investments in marketable debt and equity securities of $46.1 million during the nine months ended September 30, 2024. During the nine months ended September 30, 2025, we sold investments prior to maturity resulting in $5.0 million in proceeds from sale of investments compared to none in the nine months ended September 30, 2024.

Capital Spending – Capital expenditures were $2.1 million and $12.0 million for the nine months ended September 30, 2025 and 2024, respectively, and primarily related to the shift from investing in manufacturing equipment to more AI/software, which is less capital intensive. 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.

Business Combination – Net cash acquired during the business combination was $0.8 million for the nine months ended September 30, 2025 due to the timing of deferred consideration payments for the acquisition consideration.

Financing Activities

Net cash used in financing activities was $2.0 million for the nine months ended September 30, 2025 compared to net cash provided by financing activities of $0.4 million for the six months ended June 30, 2024, respectively, due to $1.6 million in stock repurchases during the period and $0.4 million in payments for taxes withheld to cover vested restricted stock.

Contractual Obligations and Commitments

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


	Short Term		Long Term		Total
Purchase obligations⁽¹⁾	$	16,202	$	-	$	16,202
Operating lease obligations⁽²⁾		2,821		7,168		9,989
Total	$	19,023	$	7,168	$	26,191

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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 nine months ended September 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.

We consider an accounting estimate or assumption to be critical when (1) the estimate or assumption is complex in nature or requires a high degree of judgment and (2) the use of different judgments, estimates and assumptions could have a material impact on the financial statements. Our significant accounting policies are described in “Note 2 – Basis of Presentation and Summary of Significant Accounting Policies” of our accompanying condensed consolidated financial statements included in this Quarterly Report on Form 10-Q. We consider the following to be our critical accounting estimates.

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Description

Judgments and Uncertainties

Effect if Results Differ From Assumptions

Business Combinations, Goodwill, and Intangibles

In accordance with the provisions of ASC Topic 805, Business Combinations, the Company recognizes the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. Determining these fair values requires management to make significant estimates and assumptions, especially with respect to intangible assets.

In accordance with this guidance, specifically identified intangible assets must be recorded as a separate asset from goodwill if either of the following two criteria is met: (1) the intangible asset acquired arises from contractual or other legal rights; or (2) the intangible asset is separable. Intangibles are typically trade names and intellectual property.

Any excess of the purchase price over the fair value of identifiable net assets in a business combination is recognized as goodwill.

Intangibles acquired from business combinations, including trademarks and patents, are initially measured at their estimated fair values and are then amortized on a straight-line basis over their estimated useful lives.

For Intangible assets, the fair value assigned to the assets are based on reasonable assumptions and estimates that a market participant would use, including revenue forecasts, discount rates, margins, and market factors. Additionally, management evaluates whether triggering events or circumstances have occurred that indicate the remaining useful life or carrying value of the amortizing intangible should be revised.

If we were to change any of these judgments or estimates, it could cause a material increase or decrease in the amount of fair value allocated to goodwill based on the purchase price less net assets.

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Description	Judgments and Uncertainties	Effect if Results Differ From Assumptions
Impairment of Goodwill and Intangible Assets
Goodwill and indefinite-lived intangible assets are evaluated for impairment in accordance with ASC Topic 350, Intangibles—Goodwill and Other. We evaluate goodwill and indefinite-lived intangible assets for impairment annually or more frequently whenever events or circumstances make it more likely than not that impairment may have occurred. These events or circumstances could include a significant change in general economic conditions, deterioration in industry environment, changes in cost factors, declining operating performance indicators, legal factors, competition, customer engagement, changes in the carrying amount of net assets, sale or disposition of a significant portion of a reporting unit or a sustained decrease in stock price. Operating as a single reporting unit, the Company’s entire goodwill balance is subject to this assessment. We have the option to perform a qualitative assessment (commonly referred to as a "step zero" test) to determine whether further quantitative analysis for impairment of goodwill and indefinite-lived intangible assets is necessary. The qualitative assessment includes a review of macroeconomic conditions, industry and market considerations, internal cost factors, and our own overall financial and share price performance, among other factors. If, after assessing the totality of events or circumstances we determine that it is not more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, we do not need to perform a quantitative analysis.	If a quantitative assessment is required, we estimate the fair value of each reporting unit using a combination of discounted cash flow analysis and market-based valuation methodologies. Determining fair value using a quantitative approach requires significant judgment, including judgments about projected revenues, cash flows over a multi-year period, discount rates and estimated valuation multiples. The discount rate applied to our forecasts of future cash flows is based on our estimated weighted average cost of capital. In assessing the reasonableness of our determined fair values, we evaluate our results against our market capitalization. For September 30, 2025 we elected to perform the quantitative assessment for impairment considerations. Based upon our latest assessment, we determined that our goodwill was not impaired as of September 30, 2025. We will monitor future results and will perform a test if indicators trigger an impairment review.	Changes in these estimates and assumptions could materially affect the determination of fair value and impact the goodwill impairment assessment.
Deferred Consideration related to Business Combination
In accordance with the provisions of ASC Topic 805, cash payments related to purchase consideration that are contingent on future financial performance metrics are recorded as liabilities at fair value after using management judgment to determine the likelihood of achieving the performance metric.	The deferred consideration contingent on financial performance used appropriate fair value model (capped put and capped call Black-Scholes option pricing model for 2025 and 2026 consideration payments) to be used for valuing fair value adjustment to deferred consideration, which can be impacted by the following assumptions: ● revenue discount rate ● credit spread ● payout percentage above call or below put ● forecasted revenue ● interest rate ● expected volatility ● risk factor adjustment	If we were to change any of these judgments or estimates, it could cause a material increase or decrease in the liability recorded for deferred consideration.

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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 September 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 September 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 September 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.

Our assessment of the effectiveness of the Company’s internal control over financial reporting as of September 30, 2025 excludes the acquisition of UZ Energy which was acquired on September 15, 2025, and whose financial statements constitute approximately 7% of total assets and 20% of total revenue of the consolidated financial statement amounts of the Company as of and for the nine-month period ended September 30, 2025.

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 nine months ended September 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

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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:

Risks Relating to Our Business and Technology

We may not be able to successfully integrate UZ Energy’s operations with our business.

We completed the acquisition of UZ Energy on September 15, 2025. Integrating UZ Energy into our business may require significant attention from our senior management, which may divert their attention from our day-to-day business. The difficulties of integration may be increased by cultural differences between our two organizations and the necessity of retaining and integrating personnel, including UZ Energy’s key employees. The services of some of these individuals will be important to the continued growth and success of UZ Energy’s business and to our ability to integrate its business with ours. If we were to lose the services of these key employees or fail to sufficiently integrate them, our ability to operate these businesses successfully would likely be materially and adversely impacted. There may also be challenges in the integration of operations and systems, products and services, and management of facilities, conforming standards, controls, procedures and accounting and other policies, business cultures, engineering, design and development processes, and compensation structures between the two companies, managing the expanded operations of a large and complex company and in keeping existing customers and obtaining new customers. As such, if we are unable to successfully integrate UZ Energy’s operations into our business we could be required to record material impairments, and as a result, our financial condition, results of operations, cash flows and stock price could be material and adversely affected.

The economic benefit of our ESS products to our customers depends on the cost of electricity available from alternative sources, including local electric utility companies, which cost structure is subject to change.

The economic benefit of our ESS products to our customers includes, among other things, the benefit of reducing such customers’ payments to the local electric utility company or from sourcing electricity from other alternative sources. The rates at which electricity is available from a customer’s local electric utility company are subject to change and any changes in such rates may affect the relative benefits of our energy storage systems. Changes in the rates offered by local electric utilities and/or in the applicability or amounts of charges and other fees imposed by such utilities on customers acquiring our ESS products could adversely affect the demand for such products.

Additionally, the electricity stored and released by our ESS products may not currently be cost-competitive in some geographic markets, and we may be unable to reduce our costs to a level at which our ESS products would be competitive in such markets. As such, unless the cost of electricity in these markets rises or we are able to generate demand for our ESS products based on benefits other than electricity cost

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savings, our potential for growth in the ESS market may be limited. As a result, we may fail to realize all of the anticipated benefits of the UZ Energy acquisition, or those benefits may take longer to realize than expected.

Our ESS products performance may not meet customers’ expectations or needs

Our ESS products, including those made by UZ Energy, are subject to various operating risks that may cause them not to perform as expected for our customers. These risks include a failure or wearing-out of our equipment or the equipment into which our equipment connects, an inability to find suitable replacement equipment or parts, or disruption in our distribution systems. Any extended interruption or failure to generate the expected amount of output could adversely affect our business, financial condition and results of operations. In addition, our ESS customers’ willingness to acquire additional systems or services from us may be impacted in the future if any of our systems incur operational issues that indicate expected future cash flows from the system are less than the carrying value. Any such outcome could adversely affect our operating results or ability to attract new customers.

We depend upon component and product manufacturing and logistical services provided by third parties, many of whom are located outside of the U.S.

A significant amount of our components in our ESS products are manufactured in whole or in part by a few third-party manufacturers. Many of these manufacturers are located outside of the U.S. If a catastrophic event occurs relative to these third-party manufacturers, or the political, social, or economic conditions shift within their respective geographies or between trade partners, we could experience business interruptions, delayed delivery of products, or other adverse impacts to our ongoing business. While these arrangements may lower operating costs, they also reduce our direct control over production and distribution. Such diminished control could have an adverse effect on the quality or quantity of our products as well as our flexibility to respond to changing conditions. In addition, we rely on third-party manufacturers to adhere to the terms and conditions of the agreements in place with each party. For example, although arrangements with such manufacturers may contain provisions for warranty expense reimbursement, we may remain responsible to the customer for warranty service in the event of product defects. Any unanticipated product or warranty liability, whether pursuant to arrangements with contract manufacturers or otherwise, could adversely affect our reputation, financial condition, and operating results. In addition, any adverse change in any of our manufacturers financial or business condition could disrupt our ability to supply quality products to our customers. If we are required to change our manufacturers, we may lose revenue, incur increased costs and damage our end-customer relationships. In addition, porting to and qualifying a new manufacturer and commencing production can be an expensive and lengthy process.

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 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

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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 addition, in October 2025, China announced new export controls over exports of certain high performance lithium ion batteries, cathode active materials and anode active materials, which will apply to certain of our products, There can be no assurance that we will be able to obtain export licenses for affected products in a timely manner, or at all, which may affect our ability to export products subject to these export controls out of China, which could lead to a loss in sales opportunities. 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. 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

(a) None.

(b) Not applicable.

(c)

The following table summarizes our common stock repurchase program activity for the three months ended September 30, 2025:


	Share Repurchase Activities

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Period	Total Number of Shares Purchased		Average Price Paid Per Share	Total Number of Shares Purchased as Part of Publicly Announced Program(1)	Approximate Dollar Value of Shares that May Yet Be Purchased under the Program(1)
July 1 - July 31, 2025	871,754		1.27	871,754	28,896,491
August 1 - August 31, 2025	468,902		1.07	1,340,656	28,394,719
September 1 - September 30, 2025	—		—	1,340,656	28,394,719
Total	1,340,656	$	1.22	1,340,656

⁽¹⁾On April 24, 2025, we announced that our Board approved a stock repurchase program authorizing us to purchase up to $30 million of our outstanding common stock. Under the authorization, the Company may repurchase shares from time to time at management’s discretion, through a variety of methods, including open market purchases in accordance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), privately negotiated transactions or otherwise, in compliance with applicable federal securities laws and other applicable laws and regulations. The Company may also, from time to time, enter into plans that are compliant with Rule 10b5-1 of the Exchange Act to facilitate repurchases of its shares under this authorization. The timing and number of shares repurchased will depend on a variety of factors, including price, general business and market conditions, alternative investment opportunities, and funding considerations. The share repurchase authorization does not obligate the Company to repurchase any specific number of shares, may be suspended or discontinued at any time and does not have an expiration date.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Rule 10b5-1 Trading Arrangements

(a)

None.

(b)

Not applicable.

(c)

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, except as follows: On August 14, 2025, Hong Gan (our Chief Science Officer) adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act. Mr. Gan’s plan is for the potential exercise sale of up to 500,000 vested stock options with expiration dates ranging between March 13, 2029 and February 9, 2031, and the sale of the shares of Class A common stock underlying such stock options. The duration of the trading plan is through August 15, 2026, or earlier, upon the completion of all transactions subject to the trading plan.

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Item 6. Exhibits


Exhibit No.		Description

2.1+		Share Transfer and Share Purchase Agreement, dated July 25, 2025, among Shenzhen UZ Energy, CO. Ltd., Shenzhen Yuze Venture Capital Co., Ltd., Xiaofei Xu, Zhen Bao, Shenzhen Yupeng Venture Consulting Partnership (L.P.), Shenzhen Yuyuan Consulting Partnership (L.P.), Changjiu Lin, Shenzhen Zhongxiaodan Venture Capital Co., Ltd., Yibin Chendao New Energy Industry Equity Investment Partnership (L.P.), and SES AI International I Pte. Ltd.
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.

+ The Company has omitted portions of the referenced exhibit pursuant to Item 601(b) of Regulation S-K because it (a) is not material and (b) the type of information that the Company both customarily and actually treats as private and confidential. In addition, certain exhibits and schedules to the referenced exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

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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: November 12, 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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