−Removed: SES AI Corporation (“we,” “us,” “SES” or the “Company”) is a global leader in the development and production of high-performance, Lithium-Metal (“Li-Metal”) rechargeable battery technologies for electric vehicles (“EVs”), electric vehicle take-off and landing (“eVTOL”) and other applications.
−Removed: SES Holdings Pte.
−Removed: Ltd., and Subsidiaries (“Old SES”) was founded in 2012, and our mission is to facilitate the widespread adoption of sustainable electric transportation, both on land and in air, by creating best-in-class, high energy density Li-Metal batteries centered around long-range performance and safety.
+Added: SES AI Corporation and its consolidated subsidiaries (together the “Company” or “SES”) is a pre-commercialization stage company engaged in the development and production of high-performance, Lithium-Metal (“Li-Metal”) rechargeable battery technologies for electric vehicles (“EVs”), urban air mobility (“UAM”), which encompasses electric vehicle take-off and landing (“eVTOL”) technology, and other applications.
+Added: We were founded in 2012 and our mission is to facilitate the widespread adoption of sustainable electric transportation, both on land and in air, by creating best-in-class, high energy density Li-Metal batteries centered around long-range performance and safety.
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.
−Removed: Our third-party tested, differentiated battery technology has been designed to combine the high energy density of Li-Metal with the cost-effective, large-scale manufacturability of conventional Lithium-ion (“Li-ion”) batteries and will help to promote the transition from the global dependence on fossil fuel-based automotive vehicles to clean and efficient EVs.
+Added: Our differentiated battery technology has been designed to combine the high energy density of Li-Metal with large-scale manufacturability of conventional Lithium-ion (“Li-ion”) batteries and will help to promote the transition from the global dependence on fossil fuel-based automotive vehicles to clean and efficient EVs and help enable an era of electric transportation in air.
We believe that our Li-Metal batteries demonstrate industry-leading energy density and performance and will:
1 unchanged sentence
● provide fast-charge capability to charge the battery to 80% in less than 15 minutes, significantly reducing charging times;
−Removed: ● incorporate advanced artificial intelligence (“AI”) software and battery management systems (“BMS”), which will accurately monitor the state of health of the battery and apply appropriate self-healing protocols;
+Added: ● incorporate artificial intelligence (“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 original equipment manufacturers (“OEMs”), such as General Motors (“GM”), Hyundai Motor Company (“Hyundai”), and Honda Motor Company, Ltd.
−Removed: ● capitalize on the innovation occurring in Li-ion, including improvements in energy density, manufacturing efficiency and cost reduction, as our manufacturing processes are similar to Li-ion.
+Added: ● 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.
Limitations of Current Battery Technology
10 unchanged sentences
This combination of a 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.
−Removed: One approach to Li-Metal, known as “solid-state Li-Metal,” primarily relies on solid-state materials.
−Removed: The solid-state material refers to the phase (solid) within which lithium ions transport from anode to cathode (during discharge) or from cathode to anode (during charge).
−Removed: Conventional Li-ion technology uses liquid electrolytes (not solid electrolytes), and such lithium ion transport is in the liquid phase.
−Removed: 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.
Our Technology
−Removed: 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.
−Removed: There is also a protective anode coating between the anode and the separator, which consists of solid-state electrolyte materials.
−Removed: Hence, we call our approach “Li-Metal,” as it utilizes both liquid and solid electrolyte in the cell simultaneously.
−Removed: This approach results not only in improved energy density due to using a Li-Metal anode, but also superior performance at room and lower than room temperatures, and enables manufacturing at scale just like Li-ion, which is manufactured at scale today.
+Added: SES’s approach to Li-Metal cell utilizes the high energy density benefits of lithium metal anode while utilizing a cell design that primarily uses a liquid electrolyte in the cathode and separator to transport the lithium ions.
+Added: There is also a protective anode coating between the anode and the separator.
+Added: This approach results not only in improved energy density due to using a lithium metal anode, but also superior performance at room and lower than room temperatures and enables manufacturing at scale just like Li-ion, which is manufactured at scale today.
In fact, we have been successfully making multi-Amp-hour (“Ah”), multi-layer cells using our Li-Metal approach for many years.
4 unchanged sentences
Conventional liquid electrolytes are primarily made up of organic solvents with low concentrations of salt to aid lithium-ion conduction.
−Removed: SES’s liquid electrolyte primarily consists of salt with a very minute amount of proprietary solvent molecules.
+Added: SES’s liquid electrolyte primarily consists of salt with a low concentration of proprietary solvent molecules.
This new type of high-concentration solvent-in-salt liquid electrolyte is fundamentally different from conventional liquid electrolyte.
4 unchanged sentences
Our proprietary anode coating provides an added layer of protection against separator penetration by making lithium plating denser during charging.
−Removed: Additionally, our advanced AI-powered safety software and BMS monitors the state-of-health of the battery cells and can accurately detect any safety issues much earlier.
+Added: Additionally, our AI-powered safety software and BMS monitors the state-of-health of the battery cells and can accurately detect any safety issues much earlier.
The combination of these elements significantly increases cell cycle life and safety.
−Removed: The rest of the cell is assembled using our proprietary ultra-thin wide-width Li-Metal anode, a conventional state-of-the-art separator and a cathode.
+Added: The rest of the cell is assembled using our proprietary ultra-thin wide-width Li-Metal anode, a conventional separator and a cathode.
With the exception of the Li-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.
2 unchanged sentences
● light and compact, with high energy density of at least 400 Wh/kg and 1000 Wh/liter;
−Removed: ● durable and safe, with the ability to meet stringent cycle life, overall lifetime and safety targets for next generation EVs;
+Added: ● durable and safe, with the ability to meet stringent cycle life, overall lifetime and safety targets for EVs and urban air mobility (“UAM”) aircrafts;
● capable of fast charge, charging up to 80% in less than 15 minutes;
6 unchanged sentences
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.
−Removed: Our Li-Metal battery technology has projected energy density of 400 Wh/kg / 1,000 Wh/L in our large 100 Ah cells, compared to approximately 265 Wh/kg / 535 Wh/L in Li-ion battery cells using a high mickel content cathode.
+Added: Our Li-Metal battery technology has projected energy density of 400 Wh/kg / 1,000 Wh/L in our large 100 Ah cells, compared to approximately 265 Wh/kg / 535 Wh/L in Li-ion battery cells using a high nickel content cathode.
This higher energy density is expected to translate into significantly more range, which we believe will help to enable the expansion of an electrified world.
−Removed: Currently, our 100 Ah multi-layer battery cells have demonstrated energy density of 380 Wh/kg / 850 Wh/L in third-party testing, along with fast charging up to an 80% charge in less than 15 minutes, bolstering our confidence in our ability to achieve industry-leading performance.
+Added: Currently, one version of our 100 Ah multi-layer battery cells have demonstrated energy density of 380 Wh/kg / 850 Wh/L in third-party testing, along with fast charging up to an 80% charge in less than 15 minutes, bolstering our confidence in our ability to achieve industry-leading performance.
Our batteries are expected to be cheaper in the long-term, while providing fast-charge capabilities, best-in-class durability and a high degree of safety.
1 unchanged sentence
Over the last 11 years of research and development, we have strived to develop a technology that is not only differentiated, but also scalable and manufacturable.
−Removed: We are producing our large 50 and 100 Ah cells using Li-ion production lines.
+Added: We are producing our large 50 and 100 Ah cells using manufacturing processes very similar to Li-ion cells and batteries.
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.
−Removed: To our knowledge, we are the only company working on Li-Metal technology that has entered into A-Sample joint development agreements (“JDAs”) with major OEMs for EVs.
+Added: To our knowledge, we are the only company working on Li-Metal technology that has entered into B-Sample joint development agreement (“JDAs”) with a major OEM for EVs.
We plan to collaborate with other OEMs to expedite such adoption and increase market acceptance of our Li-Metal battery over time.
1 unchanged sentence
Battery Development for OEMs .
−Removed: We are currently working to develop and initially produce A-Sample batteries with specifications required by OEMs for their EVs, with the goal of achieving the development and initial production of B-Sample batteries in 2023 and C-Sample batteries in 2024, which we expect to enable us to commence commercial production of our technology in 2025.
+Added: We have transitioned from developing and making A-Sample batteries to B-Samples that meet carmakers' requirements for their electric vehicles.
+Added: We aim to have B-Samples developed and initially produced in 2024, followed by C-Samples in 2026.
+Added: We expect this progress will pave the way for commercial production of our technology in 2027.
For more information on collaborations with these OEMs, see “ Our Partnerships” below.
1 unchanged sentence
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.
−Removed: 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.
+Added: As we remain focused on A-Sample and B-Sample battery development, we do not yet have any arrangements with OEMs to manufacture consumer-ready batteries for their EVs.
Battery Manufacturing at Scale .
1 unchanged sentence
Phase I of our pilot facility in Shanghai was completed and ready-to-use in March 2022 and fully operational in the third quarter of 2022, and our pilot facility in South Korea was completed and ready-to-use in September 2022.
−Removed: We expect to expand our facilities in Shanghai and South Korea in 2023, and work with our OEM partners to build facilities for eventual C-Sample battery development and production ahead of this planned commercial production.
+Added: We expanded our facilities in South Korea through renting additional space that was operational in February 2023.
+Added: We expect to continue to expand and modify our production facilities in 2024 and beyond as we work with our OEM partners to progress towards facilities for eventual C-Sample battery development and production ahead of this planned commercial production.
Partnership Development and Expansion .
We will continue to strengthen our partnerships with GM, Hyundai and Honda in the use of our battery technology.
−Removed: Also, we intend to work closely with other OEMs and other strategic partners to develop and produce our Li-Metal battery cells, with the aim of making them widely available in EVs and other applications over time.
+Added: Also, we intend to work closely with other OEMs and other strategic partners to develop and produce our Li-Metal battery cells, with the aim of making them widely available in EVs, UAM aircrafts and other applications over time.
Supply Chain .
−Removed: As we plan to transition from A-sample to B-sample, we are exploring opportunities for partial vertical integration both upstream and downstream to ensure scalability.
−Removed: 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.
+Added: We expect to explore opportunities for partial vertical integration, both upstream and downstream, to ensure scalability of our battery cells and battery technology.
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.
2 unchanged sentences
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.
−Removed: We continue to invest in research
−Removed: and development in areas such as cell chemistry and structure, battery materials, AI software and advanced manufacturing, to build on our intellectual property portfolio.
+Added: We continue to invest in research and development in areas such as cell chemistry and structure, battery materials, AI and machine learning software and advanced manufacturing, to build on our intellectual property portfolio.
Our Partnerships
−Removed: 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.
−Removed: Existing JDAs
+Added: 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, UAM, and other applications over time.
We have maintained a strong partnership with GM since 2015, when GM led our Series B financing, and since then, GM has invested approximately $70.0 million in our company, including a $50.0 million investment in our Series D funding round and a $10.0 million investment in the private placement transaction in connection with the Business Combination (the “PIPE Financing”), via GM’s affiliates and subsidiaries.
2 unchanged sentences
Our partnership initially involved close technical and research and development collaboration on SES’s battery technology.
−Removed: In February 2021, we entered into a JDA with GM, valued at over $50.0 million, under which we are collaborating to jointly develop an A-Sample battery cell with a capacity of almost 100 Ah.
−Removed: We have also fostered a partnership with Hyundai, another global automobile leader and in December 2020, we entered into a pre-A-Sample JDA.
−Removed: In May 2021, Hyundai made an investment of $50.0 million in our Series D plus funding round and signed an A-Sample JDA, under which we are collaborating to jointly develop an A-Sample battery cell.
−Removed: We believe the Hyundai JDAs align our interests with those of Hyundai and will facilitate further collaboration in designing and developing our technology and products.
+Added: We have also fostered a partnership with Hyundai, another global automobile leader.
+Added: In May 2021, Hyundai made an investment of $50.0 million in our Series D plus funding round.
Hyundai also purchased $50.0 million of our Class A common stock in the PIPE Financing.
−Removed: In December 2021, Honda became the third global automobile leader to enter into an A-Sample JDA with us, under which we are collaborating to develop an A-Sample battery cell.
−Removed: Honda also purchased $75.0 million of our Class A common stock in the PIPE Financing as the single largest PIPE Financing investor.
−Removed: The JDAs with GM, Hyundai and Honda do not represent commitments by these OEMs to purchase our Li-Metal battery cells, and are focused on development.
+Added: Honda purchased $75.0 million of our Class A common stock in the PIPE Financing as the single largest PIPE Financing investor.
+Added: We entered into A-Sample JDAs with each of GM, Hyundai and Honda in February 2021, May 2021 and December 2021, respectively, with initial terms of three years in the case of GM and Hyundai, and eighteen months in the case of Honda.
+Added: We are currently transitioning to B-Sample and have entered into a new B-Sample JDA with one of our OEM partners which includes technical milestones and a timeline for delivery of B-Sample cells.
+Added: We are also in discussions with our other OEM partners regarding B-Sample agreements.
+Added: Our JDAs do not represent commitments by OEMs to purchase our Li-Metal battery cells and are focused 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 collaboration and change by the parties.
−Removed: The JDAs also do not prohibit GM, Hyundai, Honda or SES from entering into additional agreements with other third parties.
+Added: The JDAs also do not prohibit OEMs or SES from entering into additional agreements with other third parties.
To our knowledge, neither GM, Hyundai nor Honda has entered into new agreements with other automotive or battery companies for the development of A-Sample Li-Metal batteries.
4 unchanged sentences
Our design is further being customized with and validated by several OEMs.
−Removed: 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.
−Removed: We are developing processes and equipment to scale up the manufacturing of our current cell design from three to nine Ah capacity to 50 Ah and 100 Ah.
+Added: Based on our collaborations with OEMs, we believe that a roughly 100 Ah cell-size manufactured at GWh scale (five to seven cells-per-minute) is needed to achieve commercialization in EVs and UAMs at a large, global scale.
+Added: We are developing processes and upgrading equipment to scale up the manufacturing of our current cell design from three to nine Ah capacity to 50 Ah and 100 Ah.
● Module and Pack Design :
1 unchanged sentence
Our active development efforts are focused on the integration of our Li-Metal cells into modules to enable our Li-Metal cells to perform as intended once they are integrated into modules and vehicles.
−Removed: ● Advanced AI Software and BMS :
+Added: ● AI Software and BMS :
Software is critical to the ongoing monitoring of battery health and safety.
−Removed: 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.
+Added: We continue to develop 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 :
11 unchanged sentences
We also have a policy that requires employees, consultants, and advisers who work on our products to agree to disclose and assign to us all inventions conceived during their work with us that are developed using our property or relate to our business.
−Removed: In addition, we seek 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.
+Added: In addition, we seek to protect our proprietary and intellectual property position by, in addition to filing patent applications in various jurisdictions related to our proprietary
+Added: technology, relying on trade secrets, know-how and continuing technological innovation.
Despite measures taken to protect our intellectual property, unauthorized parties may attempt to copy aspects of our proprietary technology or obtain and use information that we regard as proprietary, which could harm our business and competitive position.
−Removed: For a more comprehensive discussion of the risks related to our intellectual property, please see “Risk Factors—Risks Relating to Our Business and Technology” and “Risk Factors—Risks Relating to Our Intellectual Property.”
+Added: For a more comprehensive discussion of the risks related to our intellectual property, please see “Part I, Item 1A.
+Added: Risk Factors—Risks Relating to Our Business and Technology” and “Risk Factors—Risks Relating to Our Intellectual Property.”
As of December 31, 2023, we have been granted 76 patents, with expiration dates ranging from 2032 through 2041, and have over 108 patent applications pending in the United States and in other jurisdictions.
7 unchanged sentences
As of December 31, 2023, we have 82 registered or allowed trademarks, with 33 trademark applications pending.
−Removed: Depending upon the jurisdiction, trademarks are valid as long as they are in use and/or their registrations are properly maintained.
+Added: Depending upon the jurisdiction, trademarks are valid if they are in use and/or their registrations are properly maintained.
Our Suppliers
24 unchanged sentences
Our Shanghai facility focuses on supply chain development, manufacturing process development, battery cell development and production, AI software, BMS and module development.
−Removed: Phase I of our pilot facility in Shanghai was completed and ready-to-use in March 2022 and fully operational in the third quarter of 2022.
+Added: Phase I of our pilot facility in Shanghai was completed and ready-to-use in March 2022 and was fully operational in the third quarter of 2022.
Our Chungju pilot facility focuses on manufacturing process development and battery cell product development and was completed and ready-to-use in September 2022 and fully operational in the fourth quarter of 2022.
We have also set up an office in Seoul focused on supply chain, customer relations and our collaboration with partners in the region.
+Added: Furthermore, in June 2023, we entered into a new lease for a facility near our Woburn facility for an electrolyte foundry, which we started using in January 2024.
+Added: This facility will focus on novel electrolyte molecule discovery and synthetic pathway development.
As the joint development of Li-Metal batteries with our OEM partners continues to progress, we also expect to launch future research facilities and, eventually, commercial production manufacturing facilities in the United States, while also significantly increasing our headcount.
+Added: We expect to convert our third EV A-Sample production line dedicated for making cells for UAM applications.
+Added: Furthermore, we expect to launch our fourth and fifth production line in 2024, which will be dedicated to B-sample EV cells.
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.
5 unchanged sentences
Additionally, many automotive OEMs, including Tesla, Nio, Rivian and Toyota, are researching and investing in efforts to develop their own EV battery production capabilities.
−Removed: Newer entrants, including Northvolt, Sila Nanotechnologies, Solid Power, QuantumScape, Ganfeng Lithium and WeLion, are also seeking to improve conventional lithium-ion batteries or to develop new technologies, including lithium-metal and solid-state batteries, or to develop new technologies for cathodes, anodes, electrolytes and additives.
+Added: Newer entrants, including Northvolt, Sila Nanotechnologies, Solid Power, Enovix, QuantumScape, and Amprius, are also seeking to improve conventional lithium-ion batteries or to develop new technologies, including lithium-metal and solid-state batteries, or to develop new technologies for cathodes, anodes, electrolytes and additives.
Some of these companies have established relationships with automotive OEMs and are in varying stages of development.
4 unchanged sentences
We will ultimately have to comply with these regulations to sell our batteries into the market.
−Removed: For more information, see “Risk Factors—Risks Relating to Regulations and Our Compliance With Such Regulations” 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.
+Added: For more information, see “Part I, Item 1A.
+Added: Risk Factors—Risks Relating to Regulations and Our Compliance With Such Regulations” 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.
Company Information
6 unchanged sentences
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.