What changed in this filing

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Item 1. Business

2022-03-31 compared with 2021-03-31 · 411 added, 378 removed, 0 unchanged (100% of the section changed)

We are a blank check company

incorporated on July 8, 2020 as a Cayman Islands exempted company formed for the purpose of effecting a merger, share exchange, asset

acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “business combination”).

We have neither engaged in any operations nor generated any revenue to date.

Based on our business activities, the Company is a “shell

company”

as defined under the Exchange Act of 1934 (the “Exchange Act”) because we have no operations and nominal assets

consisting almost entirely of cash.

As of December 31, 2020,

the Company had not commenced any operations.

All activity for the period from July 8, 2020 (inception) through December 31,

2020 relates to the Company’s formation and the initial public offering (“Public Offering”), which is described below.

The Company will not generate any operating revenues until after the completion of a business combination, at the earliest.

will generate non-operating income in the form of interest income from the proceeds derived from the Public Offering.

On January 11, 2021,

we consummated our Public Offering of 27,600,000 units, including the issuance of 3,600,000 units as a result of the underwriters’

exercise of their over-allotment option in full.

Each unit consists of one Class A ordinary share and one-third of one redeemable

Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share.

units were sold at an offering price of $10.00 per unit, generating gross proceeds, before expenses, of $276,000,000.

Prior to the consummation

of the Public Offering, on July 22, 2020, the Sponsor received 8,625,000 Class B ordinary shares (the “Founder Shares”)

in exchange for a capital contribution of $25,000, or approximately $.0004 per share.

On December 16, 2020, our Sponsor surrendered

2,875,000 Founder Shares to us for cancellation for no consideration, resulting in an aggregate of 5,750,000 Founder Shares outstanding.

On January 6, 2021, we effected a share capitalization of 1,150,000 shares, resulting in an aggregate of 6,900,000 Founder Shares

Simultaneously with the consummation

of the Public Offering, we consummated the private sale of an aggregate of 5,013,333 warrants, each exercisable to purchase one Class A

ordinary share at $11.50 per share, to the Sponsor at a price of $1.50 per warrant, generating gross proceeds, before expenses, of approximately

$8,000,000 (the “Private Placement”).

The warrants sold in the Private Placement, or the private placement warrants, are identical

to the warrants included in the units sold in the Public Offering, except that, so long as they are held by the Sponsor or its permitted

transferees, (i) are not redeemable by the Company, (ii) may not (including the Class A Ordinary Shares issuable upon exercise

of the warrants), subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of the Company’s

initial business combination, (iii) may be exercised on a cashless basis and (iv) are entitled to registration rights.

Upon the closing of the Public

Offering and the Private Placement, $276,000,000 was placed in a in a U.S.-based trust account at J.P.

Morgan Chase Bank, N.A.

by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”).

Except with respect to interest

earned on the funds held in the Trust Account that may be released to the Company to pay its taxes and up to $100,000 of interest to pay

dissolution expenses, the funds held in the Trust Account will not be released from the Trust Account until the earliest of (i) the

completion of the Company’s initial business combination, (ii) the redemption of any of the Class A Ordinary Shares included

in the Units sold in the IPO (the “public shares”) properly submitted in connection with a shareholder vote to amend the Company’s

amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation

to redeem 100% of the public shares if it does not complete a business combination by January 11, 2023 or (B) with respect to

any other material provisions relating to shareholders’

rights or pre-initial business combination activity or (iii) the redemption

of the Company’s public shares if it is unable to complete an initial business combination by January 11, 2023, subject to

applicable law.

The proceeds held in the trust account will be invested only in U.S.

government treasury obligations with a maturity of

185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest

only in direct U.S.

government treasury obligations.

After the payment of underwriting

discounts and commissions (excluding the deferred portion of $9,660,000 in underwriting discounts and commissions, which amount will be

payable upon consummation of our initial business combination if consummated) and an aggregate of 

$2 million to pay fees and expenses

in connection with the closing of the Public Offering and for working capital following the closing of the Offering was not deposited

into the Trust Account and was retained by us for working capital purposes.

The net proceeds deposited into the Trust Account remain on

deposit in the Trust Account earning interest.

Following the Public Offering,

the underwriters’

exercise of its overallotment option and the Private Placement, there was $276,000,000 in investments and cash

held in the Trust Account.

Effecting Our Initial Business Combination

We are not presently engaged

in, and we will not engage in, any operations for an indefinite period of time following the Public Offering.

We intend to effectuate

our initial business combination using cash from the proceeds of the Public Offering and the private placement of the private placement

warrants, the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements

or backstop agreements we may enter into following the consummation of the Public Offering or otherwise), shares issued to the owners

of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.

We may seek to complete

our initial business combination with a company or business that may be financially unstable or in its early stages of development or

growth, which would subject us to the numerous risks inherent in such companies and businesses.

If our initial business combination

is paid for using equity or debt securities, or not all of the funds released from the Trust Account are used for payment of the consideration

in connection with our initial business combination or used for redemptions of our Class A ordinary shares, we may use the balance

of the cash released to us from the Trust Account following the closing for general corporate purposes, including for maintenance or expansion

of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial

business combination, to fund the purchase of other companies or for working capital.

We may seek to raise additional

funds through a private offering of debt or equity securities in connection with the completion of our initial business combination and

we may effectuate our initial business combination using the proceeds of such offering rather than using the amounts held in the Trust

In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds

of the Public Offering and the sale of the private placement warrants, and, as a result, if the cash portion of the purchase price exceeds

the amount available from the Trust Account, net of amounts needed to satisfy any redemptions by public shareholders, we may be required

to seek additional financing to complete such proposed initial business combination.

Subject to compliance with applicable securities

laws, we would expect to complete such financing only simultaneously with the completion of our initial business combination.

of an initial business combination funded with assets other than the Trust Account assets, our proxy materials or tender offer documents

disclosing the initial business combination would disclose the terms of the financing and, only if required by law, we would seek shareholder

approval of such financing.

There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities

or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase

agreements or backstop agreements we may enter into following consummation of the Public Offering.

At this time, we are not a party to

any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise.

None of our Sponsor, officers, directors or shareholders is required to provide any financing to us in connection with or after our initial

business combination.

Sources of Target Businesses

While we may pursue an initial

business combination target in any industry, we intend to seek a target in industries related to the paradigm shift away from fossil fuels

towards the electrification of industry and society.

Our targets may include any company in the supply chain from mine site to the end

user of electrification products and services, including in the transportation, e-mobility, electric propulsion, battery technology and

storage sectors.

These include companies exploring for, mining, processing or refining the metals necessary for electrification (in particular,

copper, nickel, cobalt, and the platinum group metals — platinum, palladium and rhodium), the manufacturers of battery

and battery components, electric grid component manufacturers, and producers of electric vehicles, component parts, and battery storage.

We may also seek a target in disruptive technology industries more broadly.

We believe our management team’s expertise and experience

will provide us with a competitive advantage in seeking a target in these industries.

The rules of the NYSE

and our amended and restated memorandum and articles of association require that we must consummate an initial business combination with

one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account

(excluding the amount of any deferred underwriting discount held in trust) at the time of our signing a definitive agreement in connection

with our initial business combination.

Our board of directors will make the determination as to the fair market value of our initial business

combination upon standards generally accepted by the financial community.

If our board of directors is not able to independently determine

the fair market value of our initial business combination (including with the assistance of financial advisors), we will obtain an opinion

from an independent investment banking firm or a valuation or appraisal firm with respect to the satisfaction of such criteria.

we consider it likely that our board of directors will be able to make an independent determination of the fair market value of our initial

business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there

is a significant amount of uncertainty as to the value of the target’s assets or prospects, including if such company is at an early

stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized

skills and the board of directors determines that outside expertise would be helpful or necessary in conducting such analysis.

such opinion, if obtained, would only state that the fair market value meets the 80% of net assets threshold, unless such opinion includes

material information regarding the valuation of the target or the consideration to be provided, it is not anticipated that copies of such

opinion would be distributed to our shareholders.

However, if required by Schedule 14A of the Exchange Act, any proxy solicitation materials

or tender offer documents that we will file with the SEC in connection with our initial business combination will include such opinion.

We anticipate structuring

our initial business combination so that the post transaction company in which our public shareholders own shares will own or acquire

100% of the equity interests or assets of the target business or businesses.

We may, however, structure our initial business combination

such that the post transaction company owns or acquires less than 100% of such interests or assets of the target business in order to

meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination

if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires

a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company

Act of 1940, as amended, or the Investment Company Act.

Even if the post transaction company owns or acquires 50% or more of the voting

securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post transaction

company, depending on valuations ascribed to the target and us in the business combination.

For example, we could pursue a transaction

in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity securities

In this case, we would acquire a 100% controlling interest in the target.

However, as a result of the issuance of a substantial

number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued

and outstanding shares subsequent to our initial business combination.

If less than 100% of the equity interests or assets of a target

business or businesses are owned or acquired by the post transaction company, the portion of such business or businesses that is owned

or acquired is what will be taken into account for purposes of the 80% of net assets test described above.

If the business combination

involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses.

In evaluating a prospective

target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent

management and employees, document reviews and inspection of facilities, as well as a review of financial and other information that will

be made available to us.

We will also utilize our operational and capital planning experience.

The time required to select

and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process,

are not currently ascertainable with any degree of certainty.

Any costs incurred with respect to the identification and evaluation of

a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses

and will reduce the funds we can use to complete another business combination.

We are not prohibited from

pursuing an initial business combination with a company that is affiliated with our Sponsor, officers or directors, or completing the

business combination through a joint venture or other form of shared ownership with our Sponsor, officers or directors.

In the event we

seek to complete an initial business combination with a target that is affiliated with our Sponsor, officers or directors, we, or a committee

of independent directors, would obtain an opinion from an independent investment banking firm that is a member of FINRA or a valuation

or appraisal firm that such an initial business combination is fair to our company from a financial point of view.

Members of our management

team and our independent directors will directly or indirectly own Founder Shares and/or private placement warrants following the Public

Offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business

with which to effectuate our initial business combination.

Further, each of our officers and directors may have a conflict of interest

with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included

by a target business as a condition to any agreement with respect to our initial business combination.

Each of our officers and directors

presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which

such officer or director is or will be required to present a business combination opportunity to such entity.

Accordingly, if any of our

officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then

current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business

combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law.

Our amended and restated memorandum

and articles of association provide that, to the fullest extent permitted by applicable law:

(i) no individual serving as a director

or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly

in the same or similar business activities or lines of business as us;

and (ii) we renounce any interest or expectancy in, or in

being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director

or officer, on the one hand, and us, on the other.

We do not believe, however, that the fiduciary duties or contractual obligations of

our officers or directors will materially affect our ability to complete our initial business combination.

In addition, our Sponsor and

our officers and directors may pursue other business or investment ventures during the period in which we are seeking an initial business

Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business

However, our officers and directors have agreed not to participate in the formation of, or become an officer or director

of, any other special purpose acquisition company with a class of securities registered under the Exchange Act until we have entered into

a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination within

24 months after the closing of the Public Offering.

We do not believe that any such potential conflicts would materially affect our ability

to complete our initial business combination.

Prior to the date of this

Annual Report on Form 10-K, we filed a Registration Statement on Form 8-A with the SEC to voluntarily register our securities

under Section 12 of the Exchange Act.

As a result, we are subject to the rules and regulations promulgated under the Exchange

We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior

or subsequent to the consummation of our initial business combination.

Redemption Rights for Public Shareholders

upon Completion of Our Initial Business Combination

We will provide our public

shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial

business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated

as of two business days prior to the consummation of the initial business combination, including interest (which interest shall be net

of taxes payable), divided by the number of then issued and outstanding public shares, subject to the limitations and on the conditions

described herein.

The amount in the Trust Account is initially anticipated to be $10.00 per public share.

The per share amount we will

distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the

underwriters.

The redemption rights will include the requirement that any beneficial owner on whose behalf a redemption right is being

exercised must identify itself in order to validly redeem its shares.

Our Sponsor, officers and directors have entered into a letter agreement

with us, pursuant to which they have agreed to waive their redemption rights with respect to their Founder Shares and any public shares

they may hold in connection with the completion of our initial business combination.

Conduct of Redemptions Pursuant to Tender

In the event we conduct redemptions

pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under

the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period.

In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted

If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete

the initial business combination.

Upon the public announcement of our initial business combination, if we elect to conduct redemption

pursuant to the tender offer rules, we or our Sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase

our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act.

Permitted Purchases of Our Securities

If we seek shareholder approval

of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to

the tender offer rules, our Sponsor, initial shareholders, directors, officers, advisors or their affiliates may purchase shares or public

warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business

There is no limit on the number of shares our initial shareholders, directors, officers, advisors or their affiliates may

purchase in such transactions, subject to compliance with applicable law and NYSE rules.

However, they have no current commitments, plans

or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions.

None of the funds

in the Trust Account will be used to purchase shares or public warrants in such transactions.

If they engage in such transactions, they

will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if

such purchases are prohibited by Regulation M under the Exchange Act

In the event that our Sponsor,

directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have

already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem

their shares.

We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer

rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act;

if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply

with such rules.

If we seek shareholder approval,

we will complete our initial business combination only if a majority of the outstanding ordinary shares voted are voted in favor of the

business combination.

In such case, our initial shareholders have agreed to vote their Founder Shares and any public shares purchased

during or after the Public Offering in favor of our initial business combination.

Each public shareholder may elect to redeem their public

shares irrespective of whether they vote for or against the proposed transaction.

In addition, our initial shareholders have entered into

letter agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to their Founder Shares and

public shares in connection with the completion of our initial business combination.

The purpose of any such purchases

of shares could be to (i) vote such shares in favor of the business combination and thereby increase the likelihood of obtaining

shareholder approval of the business combination or (ii) to satisfy a closing condition in an agreement with a target that requires

us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such

requirement would otherwise not be met.

The purpose of any such purchases of public warrants could be to reduce the number of public warrants

outstanding or to vote such warrants on any matters submitted to the warrantholders for approval in connection with our initial business

Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise

have been possible.

In addition, if such purchases

are made, the public “float”

of our Class A ordinary shares or public warrants may be reduced and the number of beneficial

holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities

on a national securities exchange.

Sponsor, officers, directors and/or their affiliates anticipate that they may identify the shareholders with whom our initial shareholders,

officers, directors or their affiliates may pursue privately negotiated purchases by either the shareholders contacting us directly or

by our receipt of redemption requests submitted by shareholders (in the case of Class A ordinary shares) following our mailing of

proxy materials in connection with our initial business combination.

To the extent that our Sponsor, officers, directors, advisors or

their affiliates enter into a private purchase, they would identify and contact only potential selling shareholders who have expressed

their election to redeem their shares for a pro rata share of the Trust Account or vote against our initial business combination, whether

or not such shareholder has already submitted a proxy with respect to our initial business combination but only if such shares have not

already been voted at the general meeting related to our initial business combination.

Our Sponsor, officers, directors, advisors or any

of their affiliates will select which shareholders to purchase shares from based on a negotiated price and number of shares and any other

factors that they may deem relevant, and will only purchase shares if such purchases comply with Regulation M under the Exchange Act and

the other federal securities laws.

Our Sponsor, officers, directors and/or their affiliates will not make purchases of shares if the purchases

would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.

Any such purchases will be reported pursuant to Section 13

and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements .

Limitation on Redemption Upon Completion

of Our Initial Business Combination If We Seek Shareholder Approval

If we seek shareholder approval

of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to

the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with

any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group”

defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares without

our prior consent.

We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts

by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us

or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms.

this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in the Public Offering could threaten to

exercise its redemption rights if such holder’s shares are not purchased by us, our Sponsor or our management at a premium to the

then-current market price or on other undesirable terms.

By limiting our shareholders’

ability to redeem no more than 15% of the

shares sold in the Public Offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block

our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires

as a closing condition that we have a minimum net worth or a certain amount of cash.

However, we would not be restricting our shareholders’

ability to vote all of their shares (including Excess Shares) for or against our initial business combination.

Redemption of Public Shares and Liquidation

If No Initial Business Combination

Our amended and restated memorandum

and articles of association provide that we will have until January 11, 2023 to complete our initial business combination.

have not completed our initial business combination by January 11, 2023, we will:

(i) cease all operations except for the purpose

of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares,

at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest

shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding

public shares, which redemption will completely extinguish public shareholders’

rights as shareholders (including the right to receive

further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the

approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case of our obligations under

Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete

our initial business combination within the 24-month time period.

In identifying, evaluating

and selecting a target business for our initial business combination, we may encounter competition from other entities having a business

objective similar to ours, including other special purpose acquisition companies, private equity groups and leveraged buyout funds, public

companies and operating businesses seeking strategic acquisitions.

Many of these entities are well established and have extensive experience

identifying and effecting business combinations directly or through affiliates.

Moreover, many of these competitors possess similar or

greater financial, technical, human and other resources than us.

Our ability to acquire larger target businesses will be limited by our

available financial resources.

This inherent limitation gives others an advantage in pursuing the acquisition of a target business.

our obligation to pay cash in connection with our public shareholders who exercise their redemption rights may reduce the resources available

to us for our initial business combination and our issued and outstanding warrants, and the future dilution they potentially represent,

may not be viewed favorably by certain target businesses.

Either of these factors may place us at a competitive disadvantage in successfully

negotiating an initial business combination.

We currently have three officers:

Robert Friedland, Gary Gartner and Andy Boyd.

These individuals are not obligated to devote any specific number of hours to our matters

but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination.

The amount of time they will devote in any time period will vary based on whether a target business has been selected for our initial

business combination and the stage of the business combination process we are in.

We do not intend to have any full time employees prior

to the completion of our initial business combination.

Available Information

We are required to file Annual

Reports on Form 10-K and Quarterly Reports on Form 10-Q with the SEC on a regular basis, and are required to disclose certain

material events (e.g., changes in corporate control, acquisitions or dispositions of a significant amount of assets other than in the

ordinary course of business and bankruptcy) in a Current Report on Form 8-K.

The SEC maintains an Internet website that contains

reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

The SEC’s

Internet website is located at http://www.sec.gov .

In addition, the Company will provide copies of these documents without charge

upon request from us in writing at 1177 Avenue of the Americas, 5 th Floor, New York, NY 10036 or by telephone at +65 6337 1818 .

SES is a global leader in the development and production of high-performance, Lithium-Metal (“Li-Metal”)

rechargeable batteries for electric vehicles and other applications.

Since our founding in 2012, we have been committed to developing the world’s most advanced EV batteries.

batteries have been designed to combine the high energy density of Li-Metal

with cost-effective, large-scale manufacturability of conventional Lithium-ion

rechargeable batteries.

The results of tests undertaken by third party testing facilities, under instructions provided by Ivanhoe Capital Acquisition Corp.

and SES, demonstrate industry-leading Li-Metal

energy density, performance and safety.

We believe that our Li-Metal

batteries demonstrate industry-leading density and performance and will:

deliver a step-change in energy density to deliver a lightweight and compact battery, and substantially eliminate range anxiety of EVs;

provide fast-charge capability to reduce charging times significantly, to a charge of 80% in less than 15 minutes;

incorporate advanced artificial intelligence (“AI”) powered safety management software, which will accurately monitor state of health of the battery and apply appropriate self-healing protocols;

use similar manufacturing processes as required for Li-ion,

but is expected to be substantially less costly than conventional Li-ion

at scale due to Li-Metal’s

high energy density;

achieve rapid market adoption due to our strategic partnerships, including with leading global OEMs, such as GM, Hyundai and Honda;

capitalize on the innovation occurring in Li-ion,

including improvements in energy density, manufacturing efficiency and cost reduction, as Li-Metal

shares similar cathode and manufacturing process with Li-ion.

We have developed what we believe to be the world’s most advanced Li-Metal

battery technology, and we have the management team in place to become a leading provider of batteries.

Our third-party tested, differentiated battery technology is designed for manufacturing at scale, and will help to promote the transition from the global dependence on fossil fuel-based automotive vehicles to clean and efficient EVs.

SES is supported by strategic and financial investors, including energy and chemicals conglomerate SK Inc.

(“SK”), mining and manufacturing company Tianqi Lithium HK Co.

(“Tianqi”), semiconductor equipment manufacturer Applied Materials, Inc., investment firms Vertex Ventures Holdings (“Vertex”) and Temasek Holdings Limited (“Temasek”), affiliates of automotive suppliers LG Corporation (“LG”) and Foxconn Technology Group, and global original equipment manufacturers (“OEMs”) General Motors Company (“GM”), Hyundai Motor Company (“Hyundai”), Honda Motor Co.

(“Honda”), Geely Auto Group and SAIC Motors.

Among that group, each of GM, Hyundai and Honda are parties to existing JDAs with SES.

Our headquarters are located in Boston, and most of our executive management is located in the United States.

Our operating facilities are located in Boston and Shanghai, and we may build additional facilities in these or other locations.

Industry and Market

The Energy Transition

Worldwide electrification is now a clear focus area, with many governments, businesses and investors around the world making commitments to change.

The global energy transition will present an expansive commercial opportunity for rechargeable batteries, particularly in the automotive sector.

The global number of passenger EVs sold is expected to grow from approximately $2.7 million in 2020 to approximately 90 million EVs in 2040, with the EV battery market expanding from approximately $19 billion to approximately $350 billion in the same period.

New battery technology that drives costs down and increases energy density, like ours, will be the key to unlocking this opportunity.

Global Commitment to Electrification

As an impetus to global electrification efforts, several governments and leading global OEMs alike have announced robust electrification goals, precipitating imminent change.

Below is a list of targets set forth, or investments already made, by countries and automobile manufacturers in their efforts to move toward vehicle electrification.

North America

All new light-duty cars and passenger trucks sold to be zero-emission

United States:

$174 billion proposed to boost the EV market and halve greenhouse gas emissions by 2030.

Europe and Middle East

Denmark has urged the European Union to ban the sale of all petrol and diesel cars by 2040.

30% market share for EVs by 2030, including personal vehicles, trucks and buses.

Ban on gasoline and diesel vehicle sales by 2040.

10 million EVs and one million electric car charge points by 2030.

Reduce carbon emissions by 40% by 2030 and become carbon-neutral by 2040.

Ban on sales of new petrol and diesel cars by 2030 and become carbon neutral by 2050.

Eliminate imports of gas and diesel vehicles and coal-fired electricity generation by 2030.

All new petrol and diesel cars to be emission free by 2030.

EVs to account for 100% of all car sales by 2025 (already accounting for 58% of all car sales in March 2019).

United Kingdom:

Ban on selling new petrol, diesel or hybrid cars by 2035.

A$1.9 billion investment package already approved, including A$1.6 billion for renewable energy.

20% of new cars sold by 2025 to be electrified.

Various regulatory programs to increase EV sales to 30% of total new cars by 2030.

All new passenger cars sold to be electric or hybrid by the mid-2030s.

Phase out petrol and diesel vehicles by 2040.

33% of new vehicle sold to be electric or hydrogen-fueled by 2030.

Leading Global OEMs

Launch more than 30 new EV models by 2025 and sell only zero-emission

light-duty vehicles by 2035.

Fully electrify lineup in major global markets by 2040.

70% of vehicle sales to be from EVs in 2030.

Invest $29 billion in EVs and autonomous vehicles by 2025 and become carbon neutral by 2050.

Beyond government and corporate action, many investors around the world have increasingly focused on the energy transition as an investment opportunity and have poured record amounts into funds aimed at helping the environment.

For example, from January through November 2020, investors in mutual funds and ETFs invested $288 billion globally in sustainable assets, a 96% increase over the whole of 2019, and certain investors have called on companies to disclose a plan for how their business model will be compatible with a net-zero

Moreover, EVs have become increasingly popular among consumers, who increased their spending on EVs to $120 billion in 2020, a 50% increase from 2019, according to the International Energy Agency’s “Global EV Outlook 2021.”

Total Addressable Market

Thanks to these public and private sector efforts, the global market for EV batteries is anticipated to experience substantial growth characterized by increasing battery pack sizes and decreasing costs.

This will be driven by growing EV adoption, as the global number of passenger EVs sold is expected to rise from approximately 2.7 million in 2020 to approximately 90 million in 2040.

During this same period, the average battery pack size is projected to increase from 45 kWh / EV to 56 kWh / EV, while the cost of each EV battery pack is anticipated to fall from $150 / kWh to $70 / kWh.

The resulting rise in demand for EV batteries is predicted to increase the total addressable market from its 2020 size of approximately $19 billion to an expected approximate $350 billion in 2040.

We believe that our superior technology will allow us to play a leading role in this process, while creating value for both our stockholders and society at large.

Our company was founded in 2012 by Dr.

Qichao Hu through his work in the laboratory of Dr.

Donald Sadoway, an accomplished professor of materials chemistry at the Massachusetts Institute of Technology (“MIT”).

The following year, SES was newly formed based on the work begun at MIT.

SES raised a Series A funding round, while Dr.

Hu was named among the 2013 Forbes 30 Under 30 for his work on polymer ionic liquid rechargeable Li-Metal

In 2013, we co-located

with A123 Venture Technologies, a technology incubator, to leverage its facility to incubate SES’s early-stage technology development.

SES raised Series B funding in 2015, attracting strategic investors including GM, SAIC Motors and Applied Materials.

SES’s first prototyping battery facility opened in Boston in 2016, while further Series C and C+ funding rounds engaged Temasek and Tianqi in 2017 and SK in 2018, respectively.

We capitalized on this momentum, inaugurating our second battery prototyping facility in Shanghai in 2019.

Our company has made strategic advances across several fronts in 2021.

SES entered into JDAs with three leading global OEMs—GM, Hyundai and Honda—while simultaneously raising Series D and D+ funding.

We also announced our business combination with Ivanhoe Capital Acquisition Corp.

With nine years of research and development, we have ambitious plans for the future.

With the start of manufacturing by our 1 GWh pilot facility (our “Pilot Facility”) and 30 GWh Expansion I Facility approaching, we believe that SES is on the way to becoming a global leader in Li-Metal

battery production through our combination of world-class technology and manufacturability at scale.

In 2022, we completed our Business Combination with Old SES, upon which we changed our name to “SES AI Corporation.” In connection with the closing of the Business Combination, our shares and warrants started trading on the NYSE under the symbols “SES” and “SES WS,” respectively.

Our website can be found at https://ses.ai/.

The references to the SEC’s and our website are inactive textual references only, and information contained therein or connected thereto is not incorporated into this Annual Report.

Our Technology

We believe that SES Li-Metal

is the next generation battery technology for EVs.

Our unique approach to Li-Metal

is designed to deliver high energy density batteries and high manufacturability at the same time.

The unique and differentiated design of our Li-Metal

battery, enabled by advanced, proprietary and patented materials and software breakthrough, gives us the confidence that SES will be able to deliver batteries to its customers at scale while matching or exceeding their expectations on performance, safety and cost.

Conventional Li-ion

technology is currently being used in most commercially available EVs.

typically uses a metal oxide-based or phosphate-based cathode, and graphite or graphite/silicon-based anodes.

The anode and cathode are separated by a polymer-based separator.

Finally, the whole cell is filled with a liquid electrolyte that conducts lithium ions from anode to cathode as the vehicle is being driven (or battery is being discharged), and from cathode to anode as the vehicle (or the battery) is being charged.

Conventional Li-ion

cells have been instrumental in kick starting the current EV market, and are being manufactured at scale at capacities of hundreds of GWh today.

However, the automotive industry and its customers are yearning for a battery with higher energy density to improve the electric driving range (the distance that a vehicle can be driven on a single charge) while reducing battery cost to enable mass-adoption.

is widely considered and accepted as the EV battery technology capable of achieving the highest energy density.

In fact, switching the current Li-ion

graphite/silicon anode with Li-Metal

will currently result in the highest possible energy density for any given cathode in lithium chemistry.

Lithium metal is the lightest unengineered pure metal on earth.

Also, since the lithium ions do not have to diffuse in and out of the anode host material (like in the case of graphite or silicon in conventional Li-ion),

the battery cells made with lithium metal anode can be very compact and light.

This combination of lightweight and compact anode results in the highest possible gravimetric (Watt-hour (“Wh”)/kg) and volumetric (Wh/liter) energy density, respectively, for any given cathode in lithium chemistry.

One approach to Li-Metal,

known as “solid-state Li-Metal,”

primarily relies on solid-state materials.

The solid-state material refers to the phase (solid) within which lithium ions transport from anode to cathode (during discharge) or cathode to anode (during charge).

Conventional Li-ion

technology uses liquid electrolytes (not solid electrolytes), and such lithium ion transport is in the liquid phase.

Approaches that use solid electrolytes generally suffer from either not having sufficient conductivity at room and lower than room temperatures, poor interface between electrolyte and electrode, inability to suppress lithium dendrites when the solid electrolyte film is thin, and lack of demonstrated manufacturability of thin, large format films and multi-layer cells at scale.

In stark contrast, SES’s approach to Li-Metal

preserves the high energy density benefits of Li-Metal

while utilizing a cell design that primarily uses a liquid electrolyte in the cathode and separator to transport the lithium ions.

There is also a protective anode coating between the anode and the separator, which consists of solid-state electrolyte materials.

Hence, we call our approach “Li-Metal,”

as it utilizes both liquid and solid electrolyte in the cell simultaneously.

This approach results not only in improved energy density due to using lithium metal anode, but also superior performance at room and lower than room temperatures, and enables manufacturing at scale just like Li-ion

is manufactured at scale today.

In fact, we have been successfully making multi-Ah,

multi-layer cells using our Li-Metal

approach for many years.

In addition to materials, SES’s AI-powered

safety software adds an additional layer of battery health monitoring and safety protection.

The key breakthrough in SES Li-Metal

cells is its unique and patented liquid electrolyte.

This electrolyte is developed internally at SES with many years of scientific research and development.

We use a high-concentration, solvent-in-salt

SES’s proprietary liquid electrolyte molecules and formula turns convention on its head.

While liquid electrolyte used in conventional Li-ion

cells is volatile and flammable, SES liquid electrolyte has low volatility and is self-extinguishing.

Conventional liquid electrolytes are primarily made up of organic solvent with low concentration of salt to aid lithium ion conduction.

SES’s liquid electrolyte primarily consists of salt with a very minute amount of proprietary solvent molecule.

This new type of high-concentration solvent-in-salt

liquid electrolyte is fundamentally different from conventional liquid electrolyte.

It maintains the manufacturability advantage of liquid electrolyte in conventional Li-ion

manufacturing, but can enable Li-Metal

due to its stability on lithium metal.

SES’s proprietary and patented electrolyte helps resolve the issue that has plagued Li-Metal

adoption and progress for decades.

With repeated charge and discharge cycles, lithium metal anodes are known to develop needle-like mossy structures known as “dendrites,” which can penetrate the separator and short-circuit the battery cell.

Our electrolyte not only significantly slows down the growth of dendrites, but it also changes its morphology from “mossy lithium,” or sharp dendrites, to “dense deposition,” or a smooth lithium metal surface.

This significantly increases cell cycle life and safety.

In addition to the electrolyte, our Li-Metal

battery cells use a proprietary anode coating that helps provide another layer of protection against dendrites and makes lithium plating denser during charging, as well as an advanced AI-powered

algorithm to accurately monitor the state-of-health

of the battery cells and detect any impending dendrite-related (or other) safety issues much earlier.

The rest of the cell is assembled using our proprietary ultra-thin wide-width lithium metal anode, a conventional state-of-the-art

separator and a cathode.

With the exception of the lithium metal anode, all materials and components utilized in our battery cells are either already being manufactured at scale or have the capability to be easily manufactured at scale without the need for intensive research and development, or development of new equipment.

To our knowledge, SES Li-Metal

battery cells are the only Li-Metal

cells demonstrated to meet or exceed the preliminary OEM target requirements for energy density, low temperature discharge, room temperature fast charge and discharge, cycle life and safety.

This unique combination of high-energy density Li-Metal

in a hybrid design enables a battery that is expected to be:

light and compact

, with high energy density of at least 400 Wh/kg and 1000 Wh/liter;

durable and safe

, with the ability to meet stringent cycle life, overall lifetime and safety targets for next generation EVs;

capable of fast charge

, charging up to 80% in less than 15 minutes;

capable of high power discharge

, at room and low temperatures;

, taking advantage of existing Li-ion

manufacturing scale and best-practices to enable cost-reduction;

capitalizing on the innovation occurring in Li-ion

, in terms of incremental improvement in energy density, supply chain development, cost reduction and manufacturing efficiency, since the cathode and cell manufacturing process are the same as in Li-ion;

, with AI-powered

health monitoring software that can predict safety incidents in real time and make appropriate safety recommendations.

Our Competitive Strengths

Differentiated battery technology

As described above, our Li-Metal

batteries are expected to be lighter, more energy dense, safer, faster-charging, and lower cost solution than Li-ion

batteries, and to include smart technology.

battery technology has projected energy density of 400 Wh/kg / 1,000 Wh/L (illustrative EV range of approximately 540 miles) in large 100 Amp-hour

(“Ah”) cells, which we believe will help to enable the expansion of an electrified world.

Our current 4 Ah multi-layer battery cells have demonstrated energy density of 370 Wh/kg / 700 Wh/L in third-party testing, along with fast charging up to 80% charge in less than 15 minutes, bolstering our confidence in our ability to achieve industry-leading performance.

Our batteries are expected to be significantly cheaper in the long-term, while providing fast-charge capabilities, best-in-class

durability and a high degree of safety.

Designed for manufacturing at scale

Over the last nine years of research and development, we have strived to develop a technology that is not only differentiated, but also scalable and manufacturable.

As of December 31, 2021, we had produced more than 15,000 multi-layer Li-Metal

battery cells using our Li-ion-like

production line demonstrating that our batteries are not only playing a leading role in the industry, but are also practical.

Strategic partnerships

We believe that our products will experience swift market adoption due to our current strategic partnerships with leading global OEMs GM, Hyundai and Honda.

To our knowledge, we are the only company working on Li-Metal

technology that has entered into A-Sample

JDAs for Li-Metal

technology with major OEMs.

We plan to collaborate with other OEMs to expedite such adoption and increase market acceptance of our Li-Metal

battery over time.

High barriers to entry

We have spent approximately $100 million of capital over the last nine years to establish high barriers to protect our technological advantage.

As of December 31, 2021, we have been granted 56 patents, with 61 patent applications pending, 53 trademark applications pending and 25 trade secrets.

For more information, see “- Our Intellectual Property” below.

World-class management team

Our best-in-class

team includes both scientists and engineers with training from the world’s foremost academic institutions and exceptional industry experience.

Leading our business operations are our founder and Chief Executive Officer Dr.

Qichao Hu (our “Founder”), who earned his PhD in Applied Physics from Harvard University and his BS in Physics from MIT, and our President and Chief Operating Officer Rohit Makharia, who previously spent 19 years with GM, 12 of which he spent focusing on fuel cell and battery EVs.

Our research, development, engineering and manufacturing efforts are spearheaded by Chief Technology Officer Yongkyu Son, who has 19 years of experience in cell development including with Apple, SK Innovation (“SKI”) and Samsung SDI, and Chief Science Officer Dr.

Hong Gan, who has 25 years of battery research and development experience in both national labs and industry, during which he made key contributions to silicon based Li-ion

and Li-sulfur

technologies.

For more information, see “Combined Company Management and Governance After the Business Combination.”

Our Growth Strategy

Our mission is to facilitate the widespread adoption of sustainable electric transportation both on land and in air by creating the best-in-class,

high energy density Li-Metal

batteries centered around long-range performance and safety.

Commercialization roadmap

Battery development for OEMs

The results of tests undertaken by third-party testing facilities under instructions provided by Ivanhoe Capital Acquisition Corp.

and SES demonstrate industry-leading Li-Metal

energy density, performance and safety.

We are currently working to develop and produce A-Sample

batteries with specifications required by OEMs for their EVs, with the goal of enabling commercial production in 2025.

For more information on collaborations with these OEMs, see “- Our Partnerships” below.

batteries are prototypes developed for OEMs based on OEMs’ technical specifications, and they would fully meet those technical specifications.

These are in contrast with B-Sample

batteries, which would be functional prototypes allowing full drivability and tested in actual vehicles, and C-Sample

batteries, which would be fully functional, mature samples for mass production.

As we remain focused on A-Sample

battery development, we do not yet have any arrangements with OEMs to manufacture consumer-ready batteries for their EVs.

Battery manufacturing at scale

We will also continue to enhance our production processes to enable volume manufacturing in a cost-effective manner.

We expect to complete our Pilot Facility by 2023, which we expect to be 100% SES-owned

and operated.

We plan to concurrently develop a 10 GWh joint venture plant that we expect to be operational in 2025 and that will ramp up to 30 GWh by 2027 (our Expansion I Facility), which we expect to be located in the United States.

Additionally, we expect to complete a 30 GWh facility in 2026 that will ramp to 70 GWh by 2028 (our Expansion II Facility), which would represent an additional expansion of our existing facilities.

In total, we expect to have more than 100 GWh of capacity by 2028.

Partnership development and expansion

As discussed below under “Our Partnerships,” while we will continue to strengthen our partnerships with GM, Hyundai and Honda in the use of our battery technology, we intend to work closely with other OEMs to make our Li-Metal

battery widely available over time.

Cost reduction

Cost reduction remains an important underpinning of EV market growth and our future growth.

Currently, we have no long-term supply arrangements, and expect to negotiate long-term supply contracts as volume grows.

For more information, see “Our Suppliers” below.

However, in addition to arrangements with suppliers, we plan to explore opportunities for partial vertical integration both upstream and downstream.

Vertical integration is used by Li-ion

battery cell makers to reduce their costs, increase their competitiveness and streamline product development and commercialization for OEMs, by acquiring upstream and downstream participants in their supply chains.

Upstream, we intend to explore integrating vendors of key materials of our cells and providers of key equipment and engineering capabilities, such as cell assembly, anode processing, chemical processing and safety testing.

Downstream, we plan to explore integrating providers of key engineering capabilities, such as battery state-of-health

monitoring software, charging optimization software, battery module development and recycling.

Continued battery innovation

We intend to continue leveraging our world-class science, engineering and manufacturing expertise to innovate future products that will continue to provide leading technology coupled with manufacturability.

We continue to invest in research and development in areas such as cell chemistry and structure, battery materials, AI software and advanced manufacturing, to build on our intellectual property portfolio.

Our Partnerships

We intend to work closely with OEMs and other strategic partners to develop and produce our Li-Metal

battery cells, with the aim of making them widely available in EVs over time.

Existing JDAs

We have maintained a strong partnership with GM since 2015, when GM led our Series B financing, and since then, GM has invested approximately $70 million in our company, including a $50 million investment in our Series D funding round and a $10 million investment in the private placement transaction in connection with the Business Combination (the “PIPE Financing”), via GM’s affiliates and subsidiaries.

GM is one of the world’s largest car companies, and has voiced its desire to be a leader in EVs.

GM has announced plans to launch more than 30 new EV models by 2025 and only sell zero-emission

vehicles by 2035.

Our collaboration initially involved close technical and research and development collaboration on SES’s battery technology.

In February 2021, we entered into a JDA with GM, valued at over $50 million, under which we will work with GM to jointly develop an A-Sample

battery cell.

For more information on the GM entities party to the transaction, see “Certain Relationships and Related Transactions—SES Related Person Transactions—GM Joint Development Agreement.”

We have also fostered a partnership with Hyundai, another global automobile leader.

In December 2020, we entered into a pre-A-Sample

JDA with Hyundai.

In May 2021, Hyundai made an investment of $50 million in our Series D plus funding round and signed an A-Sample

JDA, under which we and Hyundai are collaborating to jointly develop an A-Sample

battery cell.

Hyundai also purchased $50 million of our Class A common stock in the PIPE Financing.

In December 2021, Honda became the third global automobile leader to enter into an A-Sample

Honda purchased $75 million of our Class A common stock in the PIPE Financing as the single largest PIPE Financing investor.

The JDAs with GM, Hyundai and Honda do not represent commitments by these OEMs to purchase our Li-Metal

battery cells, and are focused only on development.

Although the JDAs set timeframes for the attainment of certain development milestones, these timeframes are objectives only and may be subject to ongoing elaboration and change by the parties.

The JDAs also do not prohibit GM, Hyundai, Honda or SES from entering into additional agreements with other third parties.

To our knowledge, neither GM, Hyundai nor Honda has entered into additional agreements with other third parties for the development of A-Sample

Other Investments and Partnerships

In addition to the above investments from GM, Hyundai and Honda, we have received total investments from OEMs Geely and SAIC Motors of approximately $30 million and total investments from other strategic and financial investors, including SK, LG, Foxconn, Tianqi, Applied Materials, Temasek and Vertex, of approximately $165 million (in each case, inclusive of PIPE Financing).

As discussed above under “Our Growth Strategy—Commercialization roadmap - Battery manufacturing at scale,” we expect to form strategic joint ventures with one or more battery makers or OEMs to support the build-out

of our Expansion I Facility.

We plan for our Expansion I Facility to be a joint venture with an OEM strategic partner and that we will supply our own coated anode and electrolyte to the facility, and for our Expansion II Facility to be 100% SES-owned

and operated.

We expect to use the proceeds from the Business Combination for our Expansion I Facility.

We anticipate a combination of debt and equity financing to fund the remaining facilities.

Like our current partners and stockholders, we believe that any and all future partners will provide us with important support and resources in developing and scaling our Li-Metal

battery technology.

Our Research and Development

We conduct research and development at our facilities in Boston and Shanghai, and expect to eventually build additional facilities in other parts of the world.

Research and development activities concentrate on making further improvements to our battery technology, including improvements to battery performance and cost.

Our research and development efforts currently include, but are not limited to, programs in the following areas.

Our design is further being customized with and validated by OEMs.

Based on our collaborations with OEMs, we believe that a roughly 100 Ah cell-size

manufactured at GWh scale (five to seven cells-per-minute)

is needed to achieve commercialization in EVs at a large, global scale.

We are developing processes and equipment to scale up the manufacturing of current cell design from three to nine Ah capacity to approximately 100 Ah.

Module and pack design

cells must be integrated into modules and packs as part of their integration into vehicles.

Our active development efforts are focused on the integration of our Li-Metal

cells into modules to enable our Li-Metal

cells perform as intended once they are integrated into modules and vehicles.

Advanced AI software and battery management systems (“BMS”)

Software is critical to the ongoing monitoring of battery health and safety.

We continue to develop advanced AI algorithms to diagnose battery cell-related health issues, develop advanced control algorithms and charging methods to enhance cycle life and safety, and port such software on to a BMS that can integrated into a battery pack.

Advanced materials and coatings

We continue to research and develop advanced electrolyte and anodes to further improve cycle life and safety.

In addition, we continue to develop novel methods of laminating or depositing lithium metal anode that can be deployed at commercial GWh scale.

Cathode materials and design

We continue to develop our Li-Metal

cells for a variety of different cathode materials, cathode design and cathode processing methods that can provide ultra-high energy density and/or significant cost-reduction.

Lithium metal recycling

Along with other battery components that are already being recycled today, Li-Metal

foil will also need to be recycled in the future.

We continue to explore methods of recycling that are productive and cost-effective.

Our Intellectual Property

We rely on a combination of the intellectual property protections afforded by patent, trademark and trade secret laws in the United States and other jurisdictions, as well as license agreements and other contractual protections, to establish, maintain and enforce rights in our proprietary technologies.

As of December 31, 2021, we have been granted 56 patents, with 61 patent applications pending, and have 44 registered or allowed trademarks, with 53 trademark applications pending.

We also rely substantially on unpatented proprietary technology, including know-how

or trade secrets, with 25 trade secrets as of December 31, 2021.

We possess patents, licenses and/or know-how

covering the following proprietary technologies:

, including physical format, component layout, application tuning, cell formation and support structures.

, including salt preparation and purification, design of synthetic solvents, state-of-the

art electrolyte formulations, lithium foil production, separator composition and anodes.

Battery management

, including charge/discharge profiles, rapid charging, safety systems and algorithms, telemetry harvesting and big data analysis.

Environmental

, including low-impact

production of cell materials and recyclability of spent materials.

Our commercial success depends in part on our ability to obtain and maintain proprietary or intellectual property protection for our designs and technology.

Our policy is to protect our proprietary and intellectual property position by, in addition to filing patent applications in various jurisdictions related to our proprietary technology, relying on trade secrets, know-how

and continuing technological innovation.

We may not be able to prevent unauthorized use of our intellectual property, which could harm our business and competitive position.

For a more comprehensive discussion of the risks related to our intellectual property, please see “Risk Factors—Risks Relating to SES’s Business and Industry—Risks Relating to Intellectual Property.”

Our Suppliers

Currently, we are in product development and our product design has yet to be finalized, so our volume demand is limited and we do not have long-term supply arrangements.

As volume demand grows, we expect to negotiate long-term supply contracts.

For our current product development needs, we source from third-party suppliers for raw materials, components and equipment necessary to develop and manufacture our Li-Metal

battery cells.

See “—Our Growth Strategy—Commercialization roadmap—Cost reduction” above.

Our Human Capital

We believe that our employees are among the best in the EV battery industry.

Currently, we employ approximately 126 employees globally.

By headcount, approximately two-thirds

of our employees are located in the United States, approximately one-third

are located in China and a remaining handful of employees are located in each of South Korea and Singapore.

All of our executive management is located in the United States, other than our Chief Legal & Corporate Officer, who is located in Singapore.

Although we do not currently have definitive plans, as our joint development of Li-Metal

batteries with certain U.S.

and South Korean OEMs continues to progress, we would expect to launch future research facilities and, eventually, commercial production manufacturing facilities, in the United States and South Korea, while also significantly increasing our employee headcount in those locations.

Currently, approximately 75% of our employees worldwide are engaged in research and development and related functions, with expertise in all aspects of the development process, including materials science, chemistry, engineering and software.

More than half of these employees hold advanced engineering and scientific degrees, including many from the world’s top universities, and have extensive experience from large Li-ion

We understand that our industry leadership is ultimately rooted in people.

Competition for qualified personnel in the technology space is intense, and our success depends in large part on our ability to recruit, develop and retain a productive and engaged workforce.

Accordingly, attracting and retaining truly original thinkers and top performing doers, investing in our employees and their well-being, keeping them motivated, offering competitive compensation and benefits, promoting diversity and inclusion, and adopting progressive human capital management practices constitute core elements of our corporate strategy.

We seek team members who are passionate about electric transportation and battery technologies, and have the humility and discipline to be building blocks in our fast-paced and challenging business operations.

We value diversity and recognize the importance of fostering a positive, inclusive culture.

As such, we have actively taken steps toward eliminating unconscious bias in our hiring and promotion processes while enabling us to add and promote team members who demonstrate behaviors aligned with our values.

While SES has grown in size significantly, at its core it retains its early-stage start-up

It attracts and honors employees that want to make a dent in the universe.

In addition to competitive compensation and benefits, we set challenging yet meaningful goals for our employees and help them push their limits, as we believe the best and brightest are fundamentally driven by the desire to solve tough, meaningful problems, be part of an exciting movement and make a real impact in the industry.

The health and safety of our employees is paramount at SES.

As part of our continuing goal to reduce workplace incidents, we are committed to a culture of safe work practices and improving safety in all of our locations.

We intend to make significant investments in research and development and the recruitment of top technical and engineering talent to improve our battery technology.

Our Facilities

Our headquarters are located in Boston, and most of our executive management is located in the United States.

Our operating facilities are located in Boston and Shanghai.

Both properties are leased, with the Boston lease and the Shanghai lease each expiring in 2026.

Our Boston facility focuses on chemistry, materials and algorithm research and development, as well as engaging with OEMs worldwide, including GM, Hyundai and Honda.

Our Shanghai facility focuses on supply chain development, manufacturing process development, cell product development, software, BMS and module development.

We are building our 1 GWh Pilot Facility in China for the development of pre-commercial-production

battery cells, which we expect to be completed in 2023.

We have also set up an office in Seoul focused on supply chain, customer relations and our collaboration with partners in the region.

As our joint development of Li-Metal

batteries with certain U.S.

and South Korean OEMs continues to progress, we also expect to launch future research facilities and, eventually, commercial production manufacturing facilities, in the United States and South Korea, while also significantly increasing our headcount in those locations.

Specifically, we expect to enter into a joint venture with one or both of our OEM partners to build our Expansion I Facility in the United States.

We expect to build the first 10 GWh portion of our Expansion I Facility in the United States in 2023 and 2024, with plans for such facility to be operational by 2025.

SES expects that this Expansion I Facility will be located in the United States, as the Expansion I Facility would target the U.S.

automotive market (the largest EV market for its OEM partners).

In addition to our 1 GWh Pilot Facility (which we are building in Shanghai) and our planned 30 GWh and 70 GWh facilities, we are planning to build a pre-production

facility in South Korea.

We continue to assess our ongoing facilities needs and may build new facilities or lease additional facilities in our current or other locations according to our manufacturing needs and the needs of any OEMs with whom we enter into collaborations.

The battery market, like the EV market it services, is fast-growing, extremely competitive and driven by the innovation of both large incumbents and emerging entrants like SES.

Contemporary Amperex Technology Co.

(“CATL”), SKI, LG Energy Solutions, Panasonic and Samsung SDI are among the existing suppliers of batteries to the EV industry.

Although their offerings tend to be conventional Li-ion,

they could develop Li-Metal

batteries that would directly compete with our offerings.

Additionally, the efforts of OEMs, including Tesla, Nio, Rivian and Toyota, to develop their own EV battery production capabilities could reduce demand for SES’s technology if they are successful.

Newer entrants, including Northvolt, Sila Nanotechnologies, Solid Power, QuantumScape, Ganfeng Lithium and WeLion, are supplying next-generation batteries that could compete with ours, and others could feasibly emerge.

We acknowledge that incumbents and emerging entrants may have greater resources to invest in advancing their technologies, access to more potential customers, or strategic relationships with OEMs (or other third parties) that may give them a competitive edge.

We further acknowledge that these disparities, where they exist, have the potential to harm our business, results of operations or financial condition.

However, SES combines the technology innovation of emerging entrants with the practical execution capability of incumbents, and we believe that SES, with its determination and focus, will be able to be successful in the competitive Li-Metal

Government Regulation and Compliance

There are government regulations pertaining to battery safety, transportation of batteries, use of batteries in vehicles, factory safety and disposal of hazardous materials.

We will ultimately have to comply with these regulations to sell our batteries into the market.

For more information, see “Risk Factors—Risks Relating to SES’s Business and Industry—Risks Relating to Regulation and Legal Compliance” discussing regulations and regulatory risks related to export controls (including our export controls compliance program), environmental, health and safety, anti-corruption, anti-bribery, data collection, trade and tax law compliance.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business