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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 31, 2025

SES AI CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

    

001-39845

    

88-0641865

(State or other jurisdiction

of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

SES AI Corporation

35 Cabot Road

Woburn, MA 01801

(Address of principal executive offices) (Zip Code)

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

N/A

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

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

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

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

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

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

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

Title of each class

    

Trading
Symbol(s)

   

Name of each exchange

on which registered

Class A common stock, $0.0001 par value per share

 

SES

 

The New York Stock Exchange

Warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share

 

SES WS

 

The New York Stock Exchange

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

Emerging growth company  

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

Item 2.02Results of Operations and Financial Condition.

On January 31, 2025, SES AI Corporation (the “Company”) issued a press release, attached as Exhibit 99.1, and incorporated herein by reference, providing preliminary unaudited revenue and liquidity results for the fourth quarter ended December 31, 2024.

The financial information presented in the press release is preliminary, estimated, and unaudited. Such amounts are subject to the completion and finalization of the Company’s financial and accounting closing procedures, including its audit. They reflect management’s estimates based solely upon information available to management as of the date of the press release. Further information learned during the completion and finalization of such financial and accounting closing procedures may alter the final results. In addition, the preliminary estimates should not be viewed a substitute for full financial statements prepared in accordance with GAAP.

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

Item 9.01Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press release dated January 31, 2025

104

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

SIGNATURE

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

SES AI Corporation

Date: January 31, 2025

By:

/s/ Jing Nealis

Name:

Jing Nealis

Title:

Chief Financial Officer

Graphic Beyond Li-ion™

SES AI Provides Preliminary Fourth Quarter 2024 Revenue and Liquidity Results

Announces Date of Conference Call for Fourth Quarter 2024 Results

Woburn, MA (January 31, 2025) - SES AI Corporation (“SES AI”) (NYSE: SES), a global leader in the development and manufacturing of AI-enhanced high-performance Li-Metal and Li-ion batteries, today announced preliminary unaudited revenue results and expected liquidity for the fourth quarter ended December 31, 2024.

Based on this month’s announcement of contracts with SES AI’s OEM partners for the commercial application of AI for Science for battery material discovery and the purchase order for AI-enhanced Li-Metal and Li-ion batteries for drone applications, the Company expects to report fourth quarter revenue earlier than it originally anticipated and in the range of $1.5 million to $2.0 million. In addition, the Company anticipates that its work during the quarter to reduce expenses should result in 2024 year-end liquidity (consisting of cash and cash equivalents and short-term investments) in the range of $260 million to $265 million and no debt outstanding.

SES AI also announced that it will release its 2024 fourth quarter and full year business results as well as its initial full year 2025 guidance outlook after market close on Tuesday, February 25, 2025, and hold a conference call on Tuesday, February 25, 2025, at 5:00 p.m. ET. The 2025 guidance is expected to include the Company’s initial outlook on projected 2025 revenue, which will be based on the contracts referenced above and the recent announcement on new battery energy storage system opportunities among others, as well as an updated outlook for operating and capital expenditures

A webcast of the live conference call will be available through SES’s Investor Relations website, https://investors.ses.ai. The following link can be used to register in advance for the call: https://events.q4inc.com/attendee/260841479 and the following link can be used by investors to submit questions in advance of the call by Friday, February 21, 2025 at 11:00 p.m. ET.

The conference call can also be accessed live over the phone by dialing the following numbers:

United States (Toll Free): +1 833-470-1428
International: +1 404-975-4839
https://events.q4inc.com/attendee/260841479 

Access Code: 465136

A webcast replay will be available shortly after the call at:
https://investors.ses.ai/events-and-presentations/events/default.aspx

1

© 2024 SES AI Corp., Confidential and Proprietary


About SES AI:

SES AI Corp. (NYSE: SES) is powering the future of global electric transportation on land and in the air with the world’s most advanced Li-Metal batteries. SES AI is the first battery company in the world to accelerate its pace of innovation by utilizing superintelligent AI across the spectrum of its business, from research and development; materials sourcing; cell design; engineering and manufacturing; to battery health and safety monitoring. Founded in 2012, SES AI is an Li-Metal battery developer and manufacturer headquartered in Boston and with operations in Singapore, Shanghai, and Seoul. Learn more at SES.AI.

SES AI may use its website as a distribution channel of material company information. Financial and other important information regarding SES AI 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 SES AI’s press releases, Securities and Exchange Commission filings and public conference calls and webcasts.

The financial results presented in this press release are preliminary, estimated, and unaudited. Such amounts are subject to the completion and finalization of SES’s financial and accounting closing procedures, including its audit. They reflect management’s estimates based solely upon information available to management as of the date of this press release. Further information learned during that completion and finalization may alter the final results. In addition, the preliminary estimates should not be viewed as a substitute for full annual financial statements prepared in accordance with GAAP. There is a possibility that SES’s financial results for the fiscal year ended December 31, 2024 could vary materially from these preliminary estimates. 

Forward-Looking Statements

This press release contains statements that SES AI 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 SES AI. Although SES AI 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 press release, 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 SES AI’s assumptions prove incorrect, our 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 following risks: risks related to the development and commercialization of SES AI’s battery technology

2

© 2024 SES AI Corp., Confidential and Proprietary


and the timing and achievement of expected business milestones; risks relating to the uncertainty of achieving and maintaining profitability; risks relating to the uncertainty of meeting future capital requirements; the ability of SES to integrate its products into electric vehicles (“EVs”) and Urban Air Mobility (“UAM"), drones, robotics and other applications; the risk that delays in the pre-manufacturing development of SES AI’s battery cells could adversely affect SES AI’s business and prospects; the market for air mobility, and for use of Li-Metal technology in air mobility applications, is still emerging and may not achieve the growth potential we expect;  the risk that the market for SES AI’s AI-based services is still emerging, and its AI programs may not achieve the growth potential SES AI expects;  risks relating to the development of the UAM market and demand for batteries from the UAM industry; potential supply chain difficulties; the ability of SES AI to engage target original equipment manufacturers (“OEMs”) customers successfully and integrate SES AI’s products into EVs manufactured by OEM customers; the ability to obtain raw materials, components or equipment through new or existing supply relationships; our use of artificial intelligence and machine learning may result in legal and regulatory risk;  risks resulting from SES AI’s joint development agreements and other strategic alliances and investments; product liability and other potential litigation, regulation and legal compliance; SES AI’s ability to attract, train and retain highly skilled employees and key personnel; developments in alternative technology or other fossil fuel alternatives; risks related to SES AI’s intellectual property; business, regulatory, political, operational, financial and economic risks related to SES AI’s business operations outside the United States; SES AI’s failure to satisfy certain NYSE listing requirements may result in its Class A common stock being delisted from the NYSE, which could eliminate or adversely affect the trading market for SES AI’s Class A common stock; the volatility of SES AI’s common stock and value of SES AI’s public warrants; and the other risks described in “Part I, Item 1A. Risk Factors” in our annual report on Form 10-K for the fiscal year ended December 31, 2023 filed with the Securities and Exchange Commission (“SEC”) on February 27, 2024 and other documents filed from time to time with the SEC. There may be additional risks that SES AI presently knows and/or believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect SES AI’s expectations, plans or forecasts of future events and views only as of the date of this press release. SES AI anticipates that subsequent events and developments will cause its assessments to change. However, while SES AI may elect to update these forward-looking statements at some point in the future, SES AI specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing SES AI’s assessments as of any date subsequent to the date of this press release.

Contacts:

For the media:

pr@ses.ai

For investors:

ir@ses.ai

3

© 2024 SES AI Corp., Confidential and Proprietary


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Jan. 31, 2025
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Document Type 8-K
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Entity File Number 001-39845
Entity Tax Identification Number 88-0641865
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Security 12b Title Warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share
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