SES AI Corp 10-K

Item 8. Financial Statements and Supplementary Data INDEX TO CONSOLIDATED FINANCIAL STATEMENTS ​ Report of Independent Registered Public Accounting Firm (Grant Thornton LLP, PCAOB ID Number 248 ) 44 Consolidated Balance Sheets as of December 31, 2024 and 2023 46 Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2024 and 2023 47 Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2024 and 2023 48 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023 49 Notes to Consolidated Financial Statements 50 ​ ​ 43 Table of Contents Report of Independent Registered Public Accounting Firm ​ Board of Directors and Shareholders SES AI Corporation ​ Opinion on the financial statements We have audited the accompanying consolidated balance sheets of SES AI Corporation, (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Basis for opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical audit matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Valuation of Sponsor Earn-Out Liabilities As described further in Notes 2 and 11 to the consolidated financial statements, the Company has issued Sponsor Earn-Out Shares that are accounted for as a derivative liability (the “Sponsor Earn-Out Liability”) measured at fair value, with changes in fair value recorded in the consolidated statement of operations and comprehensive loss each reporting period. The fair value of the Sponsor Earn-Out Liabilities are estimated using a Monte Carlo simulation model. The fair value of the Sponsor Earn-Out Liability was determined to be $9,472,000 at December 31, 2024. The loss on change in fair value of Sponsor Earn-Out Liability was $5,306,000 for the year ended December 31, 2024. We identified the assessment of the fair value of the Sponsor Earn-Out Liability as a critical audit matter . ​ The principal considerations for our determination that the valuation of the Sponsor Earn-Out Liability is a critical audit matter were (1) the high degree of subjective auditor judgment required due to the complex valuation model and expected term assumption used in the determination of fair value; and (2) the specialized skills and knowledge required to evaluate the Company’s determination of the fair value of the Sponsor Earn-Out Liability. ​ Our audit procedures related to the Sponsor Earn-Out Liability included the following, among others. 44 Table of Contents ● We evaluated the judgments and assumptions made by management in the determination of the expected term. ● With the assistance of our valuation specialists, we: o Evaluated the appropriateness of the Monte Carlo simulation model. o Performed an independent calculation of the fair value using management’s assumptions and comparing to the fair value of the Sponsor Earn-Out Liability determined by the Company. /s/ GRANT THORNTON LLP ​ We have served as the Company’s auditor since 2023. ​ Boston, Massachusetts February 28, 2025 ​ ​ ​ 45 Table of Contents SES AI Corporation Consolidated Balance Sheet s ​ ​ ​ ​ ​ ​ ​ ​ ​ (in thousands, except share and per share amounts) ​ December 31, 2024 December 31, 2023 Assets ​ ​ ​ Current Assets ​ ​ ​ Cash and cash equivalents ​ $ 128,796 ​ $ 85,671 Short-term investments ​ ​ 133,748 ​ ​ 246,775 Accounts receivable ​ ​ 950 ​ ​ — Receivable from related party ​ ​ — ​ ​ 3,911 Inventories ​ ​ 212 ​ ​ 558 Prepaid expenses and other assets ​ 13,198 ​ 11,712 Total current assets ​ 276,904 ​ 348,627 Property and equipment, net ​ 38,165 ​ 37,959 Intangible assets, net ​ 1,217 ​ 1,345 Right-of-use assets, net ​ ​ 9,927 ​ ​ 13,099 Deferred tax assets ​ ​ 1,335 ​ ​ 1,057 Other assets, non-current ​ 2,237 ​ 4,723 Total assets ​ $ 329,785 ​ $ 406,810 Liabilities and Stockholders’ Equity ​ ​ Current Liabilities ​ ​ Accounts payable ​ $ 1,901 ​ $ 4,830 Operating lease liabilities ​ ​ 2,585 ​ ​ 2,404 Accrued expenses and other liabilities ​ 18,329 ​ 13,121 Total current liabilities ​ 22,815 ​ 20,355 Sponsor Earn-Out liabilities ​ ​ 9,472 ​ ​ 4,166 Operating lease liabilities, non-current ​ ​ 7,977 ​ ​ 11,316 Unearned government grant ​ ​ 8,606 ​ ​ 9,270 Other liabilities, non-current ​ 2,605 ​ 2,753 Total liabilities ​ ​ 51,475 ​ ​ 47,860 Commitments and contingencies (Note 13) ​ ​ Stockholders’ Equity ​ ​ Common stock: Class A shares, $ 0.0001 par value, 2,100,000,000 shares authorized; 317,676,034 and 310,266,922 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively; Class B shares, $ 0.0001 par value, 200,000,000 shares authorized; 43,881,251 shares issued and outstanding as of December 31, 2024 and December 31, 2023 ​ ​ 36 ​ ​ 35 Additional paid-in capital ​ 579,378 ​ 559,214 Accumulated deficit ​ ( 298,871 ) ​ ( 198,686 ) Accumulated other comprehensive loss ​ ( 2,233 ) ​ ( 1,613 ) Total stockholders' equity ​ 278,310 ​ 358,950 Total liabilities and stockholders' equity ​ $ 329,785 ​ $ 406,810 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 46 Table of Contents SES AI Corporation Consolidated Statements of Operations and Comprehensive Loss ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, (in thousands, except share and per share amounts) ​ 2024 2023 Revenue from contracts with customers: ​ ​ ​ ​ ​ ​ Revenue ​ $ 2,040 ​ $ — Cost of revenues ​ ​ 752 ​ ​ — Gross profit ​ ​ 1,288 ​ — Operating expenses: ​ ​ ​ Research and development ​ ​ 72,141 ​ ​ 30,675 General and administrative ​ 38,395 ​ 47,483 Total operating expenses ​ 110,536 ​ 78,158 Loss from operations ​ ( 109,248 ) ​ ( 78,158 ) Other income (expense): ​ ​ Interest income ​ ​ 15,036 ​ ​ 16,685 (Loss) Gain on change in fair value of Sponsor Earn-Out liabilities ​ ​ ( 5,306 ) ​ ​ 6,795 Miscellaneous (expense) income, net ​ ​ ( 479 ) ​ ​ 425 Total other income, net ​ 9,251 ​ 23,905 Loss before income taxes ​ ( 99,997 ) ​ ( 54,253 ) (Provision) benefit from income taxes ​ ( 188 ) ​ 853 Net loss ​ ​ ( 100,185 ) ​ ( 53,400 ) Other comprehensive (loss) income, net of tax: ​ ​ Foreign currency translation loss ​ ( 456 ) ​ ( 937 ) Unrealized (loss) gain on short-term investments ​ ​ ( 164 ) ​ ​ 575 Total other comprehensive (loss), net of tax ​ ​ ( 620 ) ​ ​ ( 362 ) Total comprehensive loss ​ $ ( 100,805 ) ​ $ ( 53,762 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss per share attributable to common stockholders: ​ ​ ​ ​ ​ ​ Basic and diluted ​ $ ( 0.31 ) ​ $ ( 0.17 ) ​ ​ ​ ​ ​ ​ ​ Weighted-average shares outstanding: ​ ​ ​ ​ ​ ​ Basic and diluted ​ 321,824,143 ​ 315,051,508 ​ ​ ​ ​ ​ ​ ​ ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 47 Table of Contents SES AI Corporation Consolidated Statements of Stockholders’ Equity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A and Class B ​ ​ ​ ​ ​ ​ ​ Accumulated ​ Total ​ Common Stock ​ Additional ​ Accumulated ​ Other Comprehensive ​ Stockholders’ (in thousands, except share and per share amounts) Shares Amount Paid-in-Capital Deficit Income (Loss) Equity Balance – December 31, 2022 349,714,840 $ 35 $ 538,041 $ ( 145,286 ) $ ( 1,251 ) $ 391,539 Issuance of common stock upon exercise of stock options 3,691,340 ​ ​ — ​ ​ 524 ​ ​ — ​ ​ — ​ ​ 524 Restricted stock units vested 1,063,863 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Forfeitures of Restricted Stock Awards ( 10,824 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Forfeitures of Earn-Out restricted shares ( 311,046 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Stock-based compensation — ​ ​ — ​ ​ 20,649 ​ ​ — ​ ​ — ​ ​ 20,649 Net loss — ​ ​ — ​ ​ — ​ ​ ( 53,400 ) ​ ​ — ​ ​ ( 53,400 ) Foreign currency translation loss — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 937 ) ​ ​ ( 937 ) Unrealized gain on short-term investments — ​ ​ — ​ ​ — ​ ​ — ​ ​ 575 ​ ​ 575 Balance — December 31, 2023 354,148,173 $ 35 $ 559,214 $ ( 198,686 ) $ ( 1,613 ) $ 358,950 Issuance of common stock upon exercise of stock options 6,507,475 ​ ​ 1 ​ ​ 1,010 ​ ​ — ​ ​ — ​ ​ 1,011 Net restricted stock units vested 1,896,743 ​ ​ — ​ ​ ( 635 ) ​ ​ — ​ ​ — ​ ​ ( 635 ) Forfeitures of Restricted Stock Awards ( 854,008 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Forfeitures of Earn-Out restricted shares ( 141,098 ) ​ ​ — ​ ​ ( 146 ) ​ ​ — ​ ​ — ​ ​ ( 146 ) Stock-based compensation — ​ ​ — ​ ​ 19,935 ​ ​ — ​ ​ — ​ ​ 19,935 Net loss — ​ ​ — ​ ​ — ​ ​ ( 100,185 ) ​ ​ — ​ ​ ( 100,185 ) Foreign currency translation loss — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 456 ) ​ ​ ( 456 ) Unrealized loss on short-term investments — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 164 ) ​ ​ ( 164 ) Balance — December 31, 2024 361,557,285 $ 36 $ 579,378 $ ( 298,871 ) $ ( 2,233 ) $ 278,310 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 48 Table of Contents SES AI Corporation Consolidated Statements of Cash Flows ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, (in thousands) 2024 ​ 2023 Cash Flows From Operating Activities ​ ​ ​ Net loss $ ( 100,185 ) ​ $ ( 53,400 ) Adjustments to reconcile net loss to net cash used in operating activities: ​ Loss (gain) on change of fair value of Sponsor Earn-Out liabilities 5,306 ​ ( 6,795 ) Stock-based compensation ​ 19,935 ​ ​ 20,649 Depreciation and amortization ​ 8,308 ​ ​ 5,541 Accretion income from available-for-sale short-term investments ​ ( 7,215 ) ​ ​ ( 11,050 ) Loss on sale of fixed assets ​ 701 ​ ​ — Other ​ ( 1,323 ) ​ ​ ( 244 ) Changes in operating assets and liabilities: ​ ​ ​ ​ ​ Receivable from related party 3,911 ​ ( 1,528 ) Accounts receivable ​ ( 950 ) ​ ​ — Inventories ​ 330 ​ ​ ( 184 ) Prepaid expenses and other assets ​ ( 2,198 ) ​ ​ ( 8,170 ) Right of use assets ​ 2,941 ​ ​ ( 1,871 ) Deferred tax assets ​ ( 278 ) ​ ​ ( 1,057 ) Accounts payable ( 72 ) ​ ( 62 ) Lease liabilities ​ ( 2,915 ) ​ ​ 1,801 Accrued expenses and other liabilities ​ 7,618 ​ ​ ( 42 ) Net cash used in operating activities ( 66,086 ) ​ ( 56,412 ) Cash Flows From Investing Activities ​ ​ ​ Purchases of property and equipment ( 12,206 ) ​ ( 15,763 ) Purchase of short-term investments ( 215,102 ) ​ ( 281,518 ) Proceeds from the maturities of short-term investments 335,500 ​ 330,000 Net cash provided by investing activities 108,192 ​ 32,719 Cash Flows From Financing Activities ​ ​ ​ ​ Proceeds from government grant ​ — ​ ​ 2,751 Proceeds from stock option exercises ​ 1,010 ​ ​ 524 Net cash provided by financing activities ​ 1,010 ​ ​ 3,275 Effect of exchange rates on cash ( 687 ) ​ ( 552 ) Net increase (decrease) in cash, cash equivalents and restricted cash 42,429 ​ ( 20,970 ) Cash, cash equivalents and restricted cash at beginning of period (Note 5) 86,966 ​ 107,936 Cash, cash equivalents and restricted cash at end of period (Note 5) $ 129,395 ​ $ 86,966 ​ ​ ​ ​ ​ ​ Supplemental Cash and Non-Cash Information: ​ ​ ​ ​ ​ Accounts payable and accrued expenses related to purchases of property and equipment $ 1,497 ​ $ 3,808 Incomes taxes paid $ 286 ​ $ 222 Lease liabilities arising from obtaining right-of-use assets $ 12 ​ $ 6,008 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 49 Table of Contents SES AI Corporation Notes to Consolidated Financial Statements ​ Note 1. Nature of Business SES AI Corporation, and consolidated subsidiaries (together the “Company”) consists of SES AI Corporation (“SES”) and its wholly-owned subsidiary SES Holdings Pte. Ltd. (“SES Holdings” or “Old SES”), along with its wholly owned subsidiaries SolidEnergy Systems, LLC (“SES LLC”), SES (Shanghai) Co., Ltd. (“SES Shanghai”), SolidEnergy Systems Securities Corporation (“SES Securities”), Viking Power Systems Pte. Ltd. (“SES Viking”), SES AI Korea Co., Ltd. (“SES Korea”) and SES Energy Pte. Ltd. (“SES Energy”). SES Holdings is a Singapore private company limited by shares formed in November 2018. SES LLC is a Delaware limited liability company formed in November 2018 as a result of the conversion from a corporation to a limited liability company by SolidEnergy Systems Corp, a Delaware corporation formed in April 2012. SES Shanghai was registered in Shanghai, China in August 2018. SES Securities was incorporated in December 2017 as a Massachusetts Security Corporation. SES Viking is a Singapore private company limited by shares and was formed in May 2019. SES Korea, formerly known as Massachusetts Solid Energy Co., Ltd., was registered in South Korea in November 2021. SES Energy is a Singapore private company and was incorporated in September 2022. The Company is engaged in the development of AI-enhanced high-performance, Lithium-Metal (“Li-Metal”) and Lithium-ion (“Li-ion) rechargeable battery technologies for electric vehicles (“EVs”), Urban Air Mobility (“UAM”) and other applications. The Company’s mission is to accelerate the world’s energy transition through material discovery and battery management. The Company’s differentiated battery technology has been designed to combine the high energy density of Li-Metal with the cost-effective, large-scale manufacturability of conventional Lithium-ion (“Li-ion”) batteries which will help to promote the transition from the global dependence on fossil fuel-based automotive vehicles to clean and efficient EVs. The Company’s headquarter is located in Woburn, Massachusetts with research and development facilities located there, in Shanghai, China, and in Chungju, South Korea. Principal operations have commenced, and the Company has derived revenue from its principal business activities starting in October 2024. Note 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and have been prepared on a going concern basis and in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). The Company’s fiscal year ends on December 31 . Principles of Consolidation The consolidated financial statements include the accounts of SES and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. Reclassification of Prior Period Amounts Certain amounts have been reclassified to conform to the current year financial statement presentation. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make use of estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of commitments and contingencies, and the reported amounts of revenues and expenses. The Company bases its estimates on available historical experience and on various other factors that the Company believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not apparent from other sources. Changes in estimates are reflected in reported results for the period in which they become known. Actual results may differ from those estimates. Significant estimates and assumptions include those related to the valuation of (i) certain equity awards, including common stock awards prior to the Business Combination, the Sponsor Earn-Out Shares, the Earn-Out Restricted Shares, and performance stock units, (ii) revenue from customers, (iii) deferred tax assets and uncertain income tax positions, (iv) the measurement of operating lease liabilities, and (v) the evaluation of the recoverability of long-lived assets, including intangible assets. On an ongoing basis, the Company evaluates these judgments and estimates for reasonableness. 50 Table of Contents Foreign Currency Translation For the foreign subsidiaries of the Company, assets and liabilities are translated into U.S. dollars using exchange rates as of the balance sheet date, and income and expenses are translated using the average exchange rates in effect for the related month. The net effect of these translation adjustments is reported in accumulated other comprehensive (loss) income within total stockholders’ equity on the consolidated balance sheets. Net realized and unrealized gains (losses) from foreign currency transactions are included in miscellaneous income (expense), net in the consolidated statements of operations and comprehensive loss and were $ 0.2 million and $ 0.3 million for the years ended December 31 2024 and 2023, respectively. Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand and highly liquid investments that have original maturity periods of 90 days or less at the time of purchase that are readily convertible to known amounts of cash. Restricted Cash Restricted cash includes cash held in checking and money market funds as collateral to secure certain insurance policies. If the date of availability or disbursement is less than one year, restricted cash is reported within prepaid expenses and other current assets on the consolidated balance sheets. If the date of availability or disbursement is longer than one year and the balances are maintained under an agreement that legally restricts the use of such funds, restricted cash is reported within other assets on the consolidated balance sheets. As of December 31, 2024 and 2023, the Company had restricted cash balances of $ 0.6 million and $ 1.3 million, respectively. Revenue from Contracts with Customers In October 2024, the Company began to generate revenue from its planned principal business activities. The Company recognizes revenue within the scope of Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”). ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. To achieve this core principle, the Company applies the following five-steps: 1. identify the contract(s) with the customer; 2. identify the performance obligations in the contract; 3. determine the transaction price; 4. allocate the transaction price to the performance obligations in the contract; and 5. recognize revenue as performance obligations are satisfied. The Company only applies the five-step model to contracts when it is probable the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. The Company’s contracts do not contain significant financing components. Product Revenue The Company manufactures and sells Li-Metal battery cells and battery materials, such as electrolytes, to automotive original equipment manufacturers (“OEMs”) and other manufactures. Product revenue is recognized at a point in time upon transfer of control of the product. Transfer of control generally occurs upon delivery to the customer, which is when the customer obtains physical possession of the goods, legal title is transferred, the customer has all risks and rewards of ownership and an obligation to pay for the goods is created. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to in exchange for the promised goods. Service Revenue The Company provides services for the design and development of Li-ion and Li-Metal battery materials in accordance with the customer’s specifications. Customers of the Company’s design and development services include OEM’s and other companies who use our battery technology and battery materials in their products, not limited to EV, UAM, and drones. Service revenue contracts generally have a term that extends from one to two years beginning at the effective date of the contract. Consideration for service revenue contracts generally include up-front payments as well as further payments that become payable when the Company meets specific contractual milestones. The Company has an enforceable right to payment for performance completed to date and 51 Table of Contents the deliverable has no alternative use to the Company. Judgment is required in the assessment of progress toward completion of the performance obligations. Service revenue is recognized over time using costs incurred to date relative to total estimated costs at completion to measure progress toward the satisfaction of its performance obligations. Some of the Company’s service revenue contracts contain multiple performance obligations that are to be satisfied in sequential order and require customer acceptance to progress to the next performance obligation. This creates variable consideration in the context of the contract, which is included in the transaction price if it is probable that a significant future reversal of cumulative revenue under the contract will not occur; otherwise, the Company reduces transaction price by the amount of the variable consideration. Deferred Revenue Deferred revenue represents situations where the cash is collected, but the related revenue has not yet been recognized. Revenue is subsequently recognized when the revenue recognition criteria are met. Service revenue is generally invoiced based on contractual milestones and recognized based the Company’s estimated progress toward the satisfaction of the performance obligations. ​ Costs to Fulfill a Customer Contract Certain costs, such as employee compensation for design, discovery and development services, are recognized as an asset if they relate directly to a customer contract, generate or enhance resources of the entity that will be used in satisfying future performance obligations, and are expected to be recovered. If these three criteria are not met, the costs are expensed in the period incurred. Deferred costs are recognized as cost of revenue in the period when the related revenue is recognized. As of December 31, 2024, total deferred contract costs were $ 0.1 million. Cost of Revenue Cost of revenue includes materials, labor, inventory, freight costs, overhead and other costs related to manufacturing our products and completing service contracts. Labor consists of personnel-related expenses such as salaries and benefits, and stock-based compensation. Overhead and other costs consist primarily of expenses incurred for outside services, utilities, rent, depreciation expense and other facilities-related costs. Costs related to battery materials and design services are recognized in the same period as the associated revenue is recognized. Investments The Company has investments in marketable debt and equity securities. Investments in marketable debt securities consist of U.S. treasury securities and are classified as available-for-sale at the time of purchase. The Company reevaluates the available-for-sale classification at each balance sheet date. These available-for-sale marketable debt securities are recorded at fair value, with any unrealized gains and losses included as a component of accumulated other comprehensive (loss) income in total stockholders’ equity on the consolidated balance sheets until realized or until a determination is made that an other-than-temporary decline in market value has occurred. The amortized cost of U.S. treasury securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion are reported within interest income in the consolidated statements of operations and comprehensive loss. Investments in marketable debt securities with a stated maturity date of less than one year are classified as short-term investments, while these with a stated maturity date of more than one year, and that are not expected to be used in current operations, are classified as long-term investments on the consolidated balance sheets, respectively. Investments in marketable equity securities are classified as short-term investments when the Company’s intention is to sell within a year, otherwise they will be classified as long-term investments. Investments in marketable equity securities with a readily determinable fair value, not accounted for under the equity method, are recorded at fair value with changes to fair value reported within miscellaneous income (expense), net in the consolidated statements of operations and comprehensive loss. Inventories Inventories consist of raw materials and are stated at the lower of average cost or net realizable value. Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents, restricted cash and short-term investments. The Company seeks to mitigate its credit risk with respect to such concentrations by holding its deposits with large, reputable, domestic financial institutions and investing in high credit rated shorter-term instruments. The account balances at these institutions may exceed Federal Deposit Insurance Corporation (“FDIC”) insurance coverage, and as a result, there may be a concentration 52 Table of Contents of risk related to amounts invested in excess of FDIC insurance coverage. As of December 31, 2024 and 2023, the amount of cash, cash equivalents and restricted cash held by our subsidiaries in foreign bank accounts was $ 4.4 million and $ 11.1 million, respectively. The Company had one customer during the year ended December 31, 2024 that accounted for approximately 90 % of the Company’s revenue and outstanding accounts receivable, respectively, for the year ended December 31, 2024 . Fair Value Measurements Fair value is defined as an exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, the Company considers the principal or most advantageous market in which it would transact, and it also considers assumptions that market participants would use when pricing the asset or liability. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. GAAP establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is as follows: Level 1 Observable inputs such as quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 Inputs other than the quoted prices in active markets that are observable either directly or indirectly. Level 3 Unobservable inputs in which there are little or no market data and which require the Company to develop its own assumptions. 53 Table of Contents Certain of the Company’s financial instruments, including cash and cash equivalents, accounts payable, accrued expenses and other current liabilities are carried at cost, which approximates their fair value because of their short-term nature. The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (in thousands) Level 1 Level 2 Level 3 Total December 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash equivalents in money market funds (Note 5) $ 120,888 ​ $ — ​ $ — ​ $ 120,888 U.S. treasury securities ​ 132,782 ​ ​ — ​ ​ — ​ ​ 132,782 Equity securities (1) ​ 967 ​ ​ — ​ ​ — ​ ​ 967 Total current assets at fair value $ 254,637 ​ $ — ​ $ — ​ $ 254,637 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-current liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Sponsor Earn-Out liabilities $ — ​ $ — ​ $ 9,472 ​ $ 9,472 Total non-current liabilities at fair value $ — ​ $ — ​ $ 9,472 ​ $ 9,472 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash equivalents in money market funds (Note 5) $ 74,997 ​ $ — ​ $ — ​ $ 74,997 U.S. treasury securities (Note 6) ​ 246,127 ​ ​ — ​ ​ — ​ ​ 246,127 Equity securities (1) ​ 648 ​ ​ — ​ ​ — ​ ​ 648 Total current assets at fair value $ 321,772 ​ $ — ​ $ — ​ $ 321,772 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-current assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Restricted cash in money market funds $ 614 ​ $ — ​ $ — ​ $ 614 Total non-current assets at fair value $ 614 ​ $ — ​ $ — ​ $ 614 Total assets at fair value $ 322,386 ​ $ — ​ $ — ​ $ 322,386 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-current liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Sponsor Earn-Out liabilities $ — ​ $ — ​ $ 4,166 ​ $ 4,166 Total non-current liabilities at fair value $ — ​ $ — ​ $ 4,166 ​ $ 4,166 (1) Fair value was determined using publicly quoted market prices obtained from third-party sources in their respective markets. There were no transfers in or out of Level 3 measurements during the years ended December 31, 2024 and 2023. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation for property and equipment, other than construction in progress, is based upon the following useful lives using the straight-line method: ​ ​ ​ ​ Laboratory machinery and equipment 5 – 10 years Office and computer equipment 3 – 5 years Furniture and fixtures 5 years Leasehold improvements Shorter of useful life of asset or lease term ​ The Company periodically assesses the useful lives of the assets to determine whether events or circumstances may indicate that a revision to the useful life is warranted. Maintenance and repairs that do not extend the life or improve the asset are expensed as incurred. Construction in progress is stated at cost, which includes the cost of construction and other direct costs attributable to placing the asset in service. Intangible Assets Intangible assets purchased are recorded at cost and stated at cost less accumulated amortization. Intangibles assets with finite useful lives are amortized based on the pattern in which the economic benefits of the assets are estimated to be consumed over the following estimated useful lives: ​ 54 Table of Contents ​ ​ ​ Intellectual property 15 years ​ Amortization expense is included in general and administrative expenses in the consolidated statements of operations and comprehensive loss. Impairment of Long-Lived Assets The Company evaluates long-lived assets, including amortizable intangible assets and ROU assets, annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If such events or circumstances arise, the Company will compare the carrying amount of the asset group comprising the long-lived assets to the estimated future undiscounted cash flows expected to be generated by the asset group. If the estimated aggregate undiscounted cash flows are less than the carrying amount of the asset group, an impairment charge is recorded as the amount by which the carrying amount of the asset group exceeds the fair value of the assets, as based on the expected discounted future cash flows attributable to those assets. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. There were no impairments of long-lived assets during the years ended December 31, 2024 and 2023. Leases The Company determines if an arrangement includes a lease at inception. Lease arrangements generally have lease and non-lease components, which the Company has elected to account for as a single lease component. At the lease commencement date, the Company recognizes an operating lease liability and an operating lease asset, which represents the right to use the underlying asset for the lease term (the “ROU asset”). The operating lease liability is equal to the present value of (1) fixed lease payments for the noncancelable lease term, (2) fixed lease payments for optional renewal periods where it is reasonably certain the renewal option will be exercised, and (3) variable lease payments that depend on an underlying index or rate in effect at lease commencement. Variable lease payments as the difference between underlying index and the actual index, or that do not depend on an underlying index or rate in effect at lease commencement, such as common area maintenance, insurance, and property tax, are recognized in operating expenses when incurred. The operating ROU asset is initially measured at cost, which primarily comprises the initial amount of the lease liability and lease payments made prior to lease commencement, less any lease incentives received. As the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at lease commencement in determining the present value of lease payments. The Company’s incremental borrowing rate estimates a secured rate that reflects the term of the lease, the nature of the underlying asset and the economic environment. The Company recognizes rent expense on a straight-line basis over the lease term, with any lease incentives amortized as a reduction of rent expense over the lease term. All ROU assets are periodically reviewed for impairment in accordance with standards that apply to long-lived assets. The Company excludes leases with an expected term of one year or less from recognition on the consolidated balance sheets. See “Note 12 – Leases” for additional information about the Company’s leases. Government Grants The Company occasionally receives government grants that provide financial assistance for certain eligible expenditures. Government grants are not recognized until there is reasonable assurance that the Company will comply with the conditions attached to it, and that the grant will be received. The Company records such grants either as a reduction of the related expense or as other income, depending on the nature of the grant, in the consolidated statements of operations and comprehensive loss or as a reduction of the cost of the related asset in the consolidated balance sheets. If a grant amount is received but not earned, then such amount is deferred and shown as a liability in the 55 Table of Contents consolidated balance sheet. See “Note 10 – Government Grant” for additional information about a government grant awarded to the Company. Sponsor Earn-Out Liabilities On February 2, 2022, in connection with the Domestication, 6,900,000 of Ivanhoe’s Class B ordinary shares held by Ivanhoe Capital Sponsor LLC (the “Sponsor”) converted into an equal number of shares of duly authorized, validly issued, fully paid and nonassessable Class B common stock, par value $ 0.0001 per share (the “Class B common stock”), of the Company. At Closing, these 6,900,000 shares of Class B common stock converted into an equal number of shares of duly authorized, validly issued, fully paid and nonassessable Class A common stock, par value $ 0.0001 per share (the “Class A common stock,” and together with the Class B common stock, “common stock”), of the Company (the “Sponsor Earn-Out Shares”) . These Sponsor Earn-Out Shares are subject to certain transfer restrictions and forfeiture terms following the Closing, which will be released as follows: ● 20 % are subject to transfer restrictions until the date that is 180 days after the Closing (“Tranche 1”); ● 20 % are subject to transfer restrictions until SES’s closing stock price equals or exceeds $ 12.00 for 20 out of 30 consecutive trading days following the date that is 150 days after the Closing (“Tranche 2”); ● 20 % are subject to transfer restrictions until SES’s closing stock price equals or exceeds $ 14.00 for 20 out of 30 consecutive trading days following the date that is 150 days after the Closing (“Tranche 3”); ● 20 % are subject to transfer restrictions until SES’s closing stock price equals or exceeds $ 16.00 for 20 out of 30 consecutive trading days following the date that is 150 days after the Closing (“Tranche 4”); and ● 20 % are subject to transfer restrictions until SES’s closing stock price equals or exceeds $ 18.00 for 20 out of 30 consecutive trading days following the date that is 150 days after the Closing (“Tranche 5”). ​ If there is a change in control of SES at a per share value of greater than $ 18.00 , then 100 % of the Sponsor Earn-Out Shares will be released from these transfer restrictions; however if the per share value is less than $ 18.00 upon a change in control, then the Sponsor Earn-Out Shares will be released pro rata based on the per share value of the change in control and the stock price thresholds for release specified above. Any Sponsor Earn-Out Shares not released will be forfeited and cancelled. The Sponsor Earn-Out Shares in Tranche 1 are accounted for as equity instruments because they are legally owned by the Sponsor, cannot be forfeited and were subject only to transfer restrictions that lapsed 180 days after February 3, 2022 (the “Closing Date”), which occurred on August 2, 2022, and as such meet the equity classification criteria in accordance with ASC 505, Equity . The Sponsor Earn-Out Shares under Tranche 2 through Tranche 5 are accounted for as a derivative liability measured at fair value, with changes in fair value reported within other expense, net on the consolidated statements of operations and comprehensive loss at each reporting period, because the earn-out triggering events that determine the number of Sponsor Earn-Out Shares to be earned back by the Sponsor include events that are not solely indexed to the shares of Class A common stock. As of December 31, 2024, the earn-out triggering events were not achieved for any of Tranche 2 through Tranche 5. See “Note 11 – Sponsor Earn-Out Liabilities” for further information on fair value. Earn-Out Shares In connection with the Business Combination, holders of Old SES common stock, redeemable convertible preferred stock, options and restricted shares received 29,999,947 earn-out shares of common stock, including (i) 23,691,182 shares of Class A common stock (the “Earn-Out Shares”) issued for the benefit of the former holders of Old SES common and redeemable convertible preferred stock; (ii) 2,308,969 shares of restricted Class A common stock (the “Earn-Out Restricted Shares”) issued to Old SES option holders and pre-Closing recipients of Old SES restricted shares; and (iii) 3,999,796 shares of Class B common stock (“Founder Earn-Out Shares”) issued to the CEO and certain entities affiliated with the CEO (the “SES Founder Group”). The Earn-Out Shares and the Founder Earn-Out Shares (collectively, the “Escrowed Earn-Out Shares”) were placed into escrow at the Closing and shall vest on the date that the closing price of shares of Class A common stock is equal to or greater than $ 18.00 (“Triggering Event”) during the period beginning on the date that is one year following the Closing and ending on the date that is five years following the Closing (the “Earn-Out Period”). If a Triggering Event has not occurred by the expiration of the Earn-Out Period, then the Escrowed Earn-Out Shares shall be cancelled, and holders of such shares shall have no right to receive such Escrowed Earn-Out Shares. The Earn-Out Restricted Shares are subject to vesting based on the same terms as the Escrowed Earn-Out Shares and are also subject to forfeiture if such recipient’s service with the Company terminates prior to vesting. Any such forfeited Earn-Out Restricted Shares shall be available for 56 Table of Contents grant pursuant to the Company’s incentive plan. If, during the earn-out period of five years , there is a change in control transaction at a per share price of greater than or equal to $ 18.00 per share, then all 29,999,947 earn-out shares will vest immediately prior to the consummation of such change in control, otherwise, all earn-out shares will be forfeited. The Escrowed Earn-Out Shares to be released upon achievement of the vesting condition are classified as equity instruments and recorded at fair value in stockholders’ equity as vesting is indexed to the common stock of the Company. The Earn-Out Restricted Shares are accounted for as a single tranche equity award. See “Note 15 – Stock-Based Compensation” for further information on fair value of the Earn-Out Restricted Shares . Common Stock Warrants Prior to the Business Combination, Ivanhoe had issued 9,200,000 public warrants (“Public Warrants”) and 5,013,333 private placement warrants (“Private Warrants” and collectively with the Public Warrants, the “Warrants”) which were assumed by the Company at Closing. On February 1, 2022, prior to Closing, the Ivanhoe warrant holders approved certain amendments to the terms of the Warrants such that the Warrants met the derivative scope exception for contracts in the Company’s own stock and were recorded in stockholders’ equity. Prior to the amendment, the Warrants were accounted for as derivative liabilities measured at fair value, with changes in fair value recorded in the consolidated statements of operations and comprehensive loss at each reporting period. Each whole Warrant entitles the registered holder to purchase one share of Class A common stock at a price of $ 11.50 per share. Pursuant to the Warrant agreement, a Warrant holder may exercise its Warrants only for a whole number of shares of Class A common stock. This means only a whole Warrant may be exercised at a given time by a warrant holder. The amendments, among other things, include the following: ● amendments to the rights specific to the Private Warrants such that (a) the rights specific to Private Warrants are retained by the holder thereof regardless of such holder’s identity, (b) the Private Warrants are no longer subject to redemption by the Company when such warrants are trading at a price equal to or in excess of $ 10.00 per share but less than $ 18.00 per share and (c) the Private Warrants are no longer generally exercisable on a “cashless basis”; ● eliminates the Company’s ability to redeem any Public Warrants unless the Class A common stock is trading at a price equal to or in excess of $ 18.00 per share; and ● removes certain language related to the treatment of Warrants in the event of a tender offer for the shares underlying such Warrants. Subsequent to the Closing, the Company registered 14,213,280 shares of Class A common stock issuable upon the exercise of the Warrants . Research and Development Research and development costs with no alternative future use are expensed as incurred. Research and development costs are comprised of expenses incurred in performing research and development activities, including compensation and benefits for employees, materials and supplies, payments to consultants, patent related legal costs, facility costs, depreciation, and travel expenses. Additionally, payments received by the Company under its JDAs are recognized as a reduction to research and development expense in the consolidated statements of operations and comprehensive loss. General and Administrative General and administrative expenses consist primarily of costs incurred for salaries and personnel-related expenses, including stock-based compensation expense , for our finance, legal and human resource functions, expenses for director and officer insurance, outside contractor and professional service fees, audit and compliance expenses, legal, accounting and other advisory services, as well as allocated facilities and information technology costs including depreciation and amortization. Stock-Based Compensation The Company measures compensation expense for all stock-based awards made to employees, directors, and non-employees, based on estimated fair values as of the grant date and recognizes the compensation expense using the straight-line method over the requisite service period, which is generally the vesting period. The Company accounts for forfeitures when they occur. Changes in the assumptions can materially affect the fair value and ultimately how much stock-based compensation expense is recognized. The inputs used in valuation 57 Table of Contents models to estimate the fair value of certain stock-based awards are subjective and generally require significant analysis and judgment to develop. See “Note 15 – Stock-Based Compensation” for additional information about stock-based awards. Income Taxes Income tax expense has been provided using the asset and liability method. Deferred tax assets and liabilities are determined based on the estimated future tax consequences attributable to differences between the financial statement carrying amounts and tax bases of existing assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax expense or benefit is the result of changes in the deferred tax asset and liability. The Company provides a valuation allowance against net deferred tax assets if, based upon the available evidence, it is more likely than not that the deferred tax assets will not be realized. In evaluating the Company’s ability to recover deferred tax assets, the Company considers all available positive and negative evidence, including historical operating results, ongoing tax planning, and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis. The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the Company’s consolidated financial statements from such positions are measured based on the largest benefit that has a greater than 50% likelihood of being realized. The Company recognizes interest and penalties associated with tax matters as part of the income tax provision and includes accrued interest and penalties with the related income tax liability within accrued expenses and other current liabilities on the consolidated balance sheets. Other Comprehensive Income (Loss) Other Comprehensive income (loss) includes changes in the balances of items that are reported directly as a separate component of stockholders’ equity on the consolidated balance sheets. The components of comprehensive loss are net loss, foreign currency translation adjustments and unrealized gains and losses from available-for-sale marketable debt securities. The Company does not provide for income taxes on foreign currency translation adjustments since it does not provide for taxes on the unremitted earnings of its foreign subsidiaries. The tax effects of unrealized gains and loss from available-for-sale marketable debt securities is recorded in deferred tax assets (liabilities) and fully offset by the valuation allowance. The changes in accumulated other comprehensive income (loss) are included in the Company’s consolidated statements of operations and comprehensive loss. Net Income (Loss) Per Share As the liquidation and dividend rights of Class A common stock and Class B common stock are identical, the net loss attributable to common stockholders is allocated on a proportionate basis, and the resulting net loss per share is identical for Class A common stock and Class B common stock under the two-class method. Basic net income or loss per share attributable to Class A common stock and Class B common stock stockholders is computed by dividing the net income or loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. The diluted net income or loss per share attributable to common stockholders is calculated by giving effect to all potentially dilutive common stock equivalents outstanding during the period. Recently Adopted Accounting Pronouncements In November 2023, the FASB issued ASU 2023-7, Improvements to Reportable Segment Disclosures , which requires disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment's profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The Company adopted the new guidance beginning for fiscal year 2024 . See Note 18 for the Company’s disclosures in accordance with this new guidance. ​ In December 2023, the FASB issued ASU 2023-9, Improvements to Income Tax Disclosures , which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. We are currently evaluating the impact this ASU will have when adopted and anticipate this ASU will likely result in the required additional disclosures being included in our consolidated financial statements. 58 Table of Contents ​ In November 2024, The FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses , which requires more detailed information about the types of expenses included in certain expense captions presented on the consolidated statements of operations. Additionally, this amendment requires the disclosure of a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively and the disclosure of the total amount of selling expenses. The new standard is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. We are currently evaluating the impact of adoption on our consolidated financial statements. ​ The Company has reviewed all other accounting pronouncements issued during the year ended December 31, 2024 and concluded they were either not applicable or not expected to have a material impact on the Company’s consolidated financial statements. ​ ​ Note 3. Revenue We disaggregate our revenue from customers by the type of arrangement, primarily from the sale of battery products and from providing research and development services, as this depicts how the nature, amount, timing, and cash flows are affected by economic factors. The following table summarizes the Company’s disaggregated revenue: ​ ​ ​ ​ ​ Year Ended December 31, (in thousands) 2024 Revenue from customers: ​ ​ Service revenue $ 1,920 Product revenue ​ 120 Total revenue from customers $ 2,040 ​ Remaining Performance Obligations We have performance obligations associated with commitments in customer contracts for future services that have not yet been recognized as revenue. As of December 31, 2024, the aggregate amount of the transaction price allocated to the remaining performance obligations related to customer contracts that were unsatisfied or partially unsatisfied, was approximately $ 3.4 million, which is expected to be recognized as revenue within one year . This amount does not include contracts to which the customer is not committed. The estimated timing of the recognition of remaining unsatisfied performance obligations is subject to change and is affected by changes to scope, changes in timing of delivery of products and services, or contract modifications. Note 4. Partnerships In December 2020, the Company established a partnership with Hyundai Motor Company (“Hyundai”) when it entered into a joint development agreement (“JDA”) to jointly research and develop Li-Metal battery technology, which concluded in November 2023. Further, in May 2021, the Company executed another JDA with Hyundai to jointly develop the A-Sample Li-Metal batteries effective August 31, 2021. In March 2024, the Company extended this JDA until December 2025 to develop the B-sample Li-Metal batteries. In February 2021, the Company established a partnership with GM Global Technology Operations LLC (“GM Technology”), an affiliate of GM Ventures LLC (“GM Ventures”), and General Motors Holdings LLC (“GM Holdings”) (collectively, “General Motors” or “GM”) when it entered into a JDA to jointly research and develop the A-Sample Li-Metal batteries and build-out a prototype manufacturing line for GM Technology . The JDA concluded in September 2024. In December 2021, the Company established a partnership with Honda Motor Company, Ltd. (“Honda”) when it entered into a JDA to jointly research and develop the A-Sample Li-Metal batteries, which concluded in June 2023. The Company entered into a B-sample services agreement with Honda to replace the JDA in January 2025, with a term through the end of 2025. In November 2023, the Company entered into a B-Sample JDA with one of our OEM partners for delivery of the B-Sample batteries. The JDA has a term of two and half years . Under the terms of certain JDAs, the Company will fund research and development activities and capital expenditures related to the buildout of pilot manufacturing lines and the JDA partner will be required to refund such expenses to the Company, regardless of the results of the 59 Table of Contents R&D activities. The following table summarizes credits to research and development recorded in accordance with the terms of the JDA agreements: ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (in thousands) 2024 2023 Research and development (related party) $ 3,190 ​ $ 10,594 Research and development ​ 5,385 ​ ​ 12,472 Total credits to research and development $ 8,575 ​ $ 23,065 As of December 31, 2024, there were no receivables from related party outstanding compared to $ 3.9 million outstanding as a receivable from related party as of December 31, 2023, as disclosed in the consolidated balance sheets. As of December 31, 2024, there was no non-related party receivable outstanding compared to $ 5.1 million outstanding as of December 31, 2023. Amounts for non-related party receivables are recorded within prepaid expenses and other current assets in the consolidated balance sheets . ​ Note 5. Cash and Cash Equivalents The following table presents information about the Company’s cash, cash equivalents, and restricted cash, as shown in the consolidated statements of cash flows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (in thousands) December 31, 2024 December 31, 2023 Cash $ 7,908 ​ $ 10,674 Money market funds 120,888 ​ 74,997 Total cash and cash equivalents ​ 128,796 ​ ​ 85,671 Restricted cash included in other assets 599 ​ 1,295 Total cash, cash equivalents, and restricted cash $ 129,395 ​ $ 86,966 ​ ​ Note 6. Short-Term Investments The following table provides amortized costs, gross unrealized gains and losses, and fair values for the Company’s investments in available-for-sale U.S treasury securities as of December 31, 2024 and December 31, 2023, which had maturity dates that range from 0 month s to 10 months , respectively. Fair value was determined using market prices obtained from third-party sources. Realized gains or losses were insignificant for the years ended December 31, 2024 and 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ ​ ​ Gross ​ Gross ​ ​ ​ (in thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Short-term U.S. treasury securities $ 132,615 ​ $ 167 ​ $ — ​ $ 132,782 Total $ 132,615 ​ $ 167 ​ $ — ​ $ 132,782 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ ​ ​ Gross ​ Gross ​ ​ ​ (in thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Short-term U.S. treasury securities $ 245,797 ​ $ 337 ​ $ ( 7 ) ​ $ 246,127 Total $ 245,797 ​ $ 337 ​ $ ( 7 ) ​ $ 246,127 ​ ​ ​ ​ The Company has $ 1.0 million and $ 0.6 million marketable equity securities as of December 31, 2024 and 2023, respectively, with an initial cost of $ 0.5 million. Total unrealized gain of $ 0.5 million and $ 0.1 million is recorded under miscellaneous (expense) income, net in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2024 and 2023, respectively. ​ ​ ​ ​ ​ Note 7. Property and Equipment, Net Property and equipment, net consisted of the following: ​ 60 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, (in thousands) 2024 2023 Laboratory machinery and equipment ​ $ 31,092 ​ $ 21,762 Office and computer equipment ​ 1,595 ​ 1,169 Leasehold improvements ​ 24,390 ​ 18,228 Construction in progress ​ ​ 1,971 ​ ​ 9,773 Total property and equipment ​ 59,048 ​ 50,932 Less: accumulated depreciation ​ ( 20,883 ) ​ ( 12,973 ) Property and equipment, net ​ $ 38,165 ​ $ 37,959 Depreciation expense was $ 8.2 million and $ 5.4 million for the years ended December 31, 2024 and 2023, respectively. Note 8. Intangible Assets, Net Intangible assets, net consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, (in thousands) 2024 2023 Intellectual property ​ $ 1,918 ​ $ 1,918 Less: accumulated amortization ​ ( 701 ) ​ ( 573 ) Intangible assets, net ​ $ 1,217 ​ $ 1,345 ​ Amortization expense was $ 0.1 million for each of the years ended December 31, 2024 and 2023, respectively. Amortization expense associated with the intangible assets included on the Company’s consolidated balance sheets as of December 31, 2024 is expected to be as follows: ​ ​ ​ ​ ​ Years Ending December 31, ​ (in thousands) 2025 ​ $ 128 2026 ​ 128 2027 ​ 128 2028 ​ 128 2029 ​ 128 Thereafter ​ ​ 577 Total ​ $ 1,217 ​ Note 9. Accrued Expenses and Other Current Liabilities The components of accrued expenses and other current liabilities consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, (in thousands) 2024 2023 Vendor project charges $ 7,500 ​ $ — Employee compensation and related costs ​ 6,646 ​ ​ 7,022 Professional and consulting services ​ 1,480 ​ ​ 1,273 Construction in process ​ 1,408 ​ ​ 3,182 Income taxes payable ​ 313 ​ ​ 288 Other 982 ​ 1,356 Accrued expenses and other current liabilities $ 18,329 ​ $ 13,121 ​ ​ ​ ​ Note 10. Government Grant In December 2022, the Company was awarded a grant (the “Grant”) from certain government agencies. The incentives received under the Grant, which is in the form of cash, can be used for facilities related expenses and the purchase of property and equipment. The Company is required to adhere to the following conditions attached to the incentives, which include purchase of a government grant guarantee insurance policy, required minimum investments into specified spending categories and the creation of a minimum amount of permanent 61 Table of Contents full-time jobs in a certain geographical location over the next five years , with the option to extend to 10 years by remaining in a certain geographical location. If determined that we were ineligible to receive the Grant, we could be required to repay the Grant in its entirety with interest. The Company has yet to fulfill the required minimum investment and minimum employment conditions hence interest payable was recorded. The compliance with these conditions will continue to be monitored over the remaining grant period. ​ As of December 31, 2024 and 2023, respectively, the Company had received, but not yet earned 12 billion Korean won. These balances are equivalent to $ 8.1 million and $ 9.3 million, after translation, as of December 31, 2024 and December 31, 2023, respectively, which is disclosed as a noncurrent liability in the consolidated balance sheets. ​ ​ Note 11. Sponsor Earn-Out Liabilities The Sponsor Earn-Out shares in Tranche 2 through Tranche 5 have been measured at their estimated fair value using a Monte Carlo simulation valuation model. Inherent in the valuation model are assumptions related to expected stock price volatility, risk-free interest rate, expected life, and dividend yield. The key inputs used in the Monte Carlo simulation model for the Sponsor Earn-Out liabilities at their measurement dates were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ ​ December 31, 2023 Expected term (in years) ​ 5.9 ​ ​ 3.1 Risk free rate ​ 4.38 % ​ ​ 4.04 % Expected volatility ​ 95.0 % ​ ​ 91.0 % Expected dividends ​ 0 % ​ ​ 0 % Stock price $ 2.19 ​ $ 1.83 ​ The stock price is based on the closing price of the Company’s Class A common stock as of the valuation date and simulated through the end of the earn-out period following Geometric Brownian Motion. Expected volatility is based on the weighted average historical volatilities of the Company’s Class A common stock and public warrants as well as the common stock of select peer companies’ that matches the expected term of the awards (range of the weighted average of volatility is 87.3 % - 122.5 % and 83.8 % - 96.2 % for the years ended December 31, 2024 and 2023, respectively). The expected term is derived from the probability weighted model, considering the number of inputs, including the probability of a change in control. The risk-free interest rate is based on the yield curve for zero-coupon U.S. Treasury notes with maturities corresponding to the expected term of the awards. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides a reconciliation of the beginning and ending balances for the Sponsor Earn-Out liabilities: ​ ​ ​ ​ ​ ​ (in thousands) Balance as of December 31, 2022 $ 10,961 Change in fair value ​ ( 6,795 ) Balance as of December 31, 2023 ​ 4,166 Change in fair value 5,306 Balance as of December 31, 2024 $ 9,472 ​ Note 12. Leases The Company’s operating leases consist primarily of leases for office and plant spaces. Certain of the Company’s operating leases include escalating rental payments, some of which include the option to extend the lease term for up to 5 years , and some include options to terminate the lease at certain times within the lease term. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company’s total operating lease cost was $ 3.5 million and $ 2.9 million for the years ended December 31, 2024 and 2023, respectively. Cash paid for amounts included in the measurement of lease liabilities was $ 3.5 million and $ 2.9 million for the years ended December 31, 2024 and 2023. 62 Table of Contents The following table summarizes the future minimum undiscounted lease payments under existing operating leases as of December 31, 2024: ​ ​ ​ ​ Years Ending December 31, (in thousands) 2025 $ 3,458 2026 ​ 2,789 2027 ​ 1,900 2028 ​ 1,664 2029 ​ 1,163 Thereafter ​ 1,913 Total future minimum lease payments ​ 12,887 Less: imputed interest ​ ( 2,325 ) Total future minimum lease payments $ 10,562 As of December 31, 2024 and 2023, the weighted average remaining lease term for operating leases was 4.9 years and 5.6 years, respectively, and the weighted average discount rate used to determine the operating lease liability was 7.4 % and 7.4 % , respectively. Woburn Lease In August 2016, the Company entered into an operating lease agreement to lease an office space in Woburn, Massachusetts with the original lease term expiring in August 2021. The lease agreement has one five-year renewal option and has variable lease payment that depends on the CPI index and is measured annually. In May 2020, the Company extended the term of the lease by 5 years through August 2026. In February and March 2021, the Company amended the lease agreement increasing the leased space. In December 2021, the Company further amended the lease agreement reducing the leased space. The amendment includes an obligation to pay monthly relinquishment charges (equal to the total rental obligation for the duration of the lease term), only if the new tenant does not pay monthly rental amount and lessor has provided a notice to collect the relinquishment charges from the Company. As of December 31, 2024, the Company assessed the probability of any liability to be incurred for relinquishment charges as remote. Total future minimum lease payments under this lease are $ 6.0 million. In October 2022, the Company entered into an amendment to the operating lease agreement for its Woburn facility to add additional space and is accounted for as a separate lease (“Addition Lease”). Pursuant to the amendment, the landlord has agreed to construct an addition to the existing facility for such additional space, which commenced in June 2023 and expires at the same time as the original lease. The Addition Lease also contains a variable lease payment that depends on the CPI Index and is measured annually. The additional space consists of approximately 5,000 square feet and the total undiscounted future minimum lease payments for the addition through the expected 8 -year term will be approximately $ 1.3 million. Electrolyte Foundry Lease In June 2023, the Company entered into an operating lease agreement to lease a lab space in Woburn, Massachusetts with the original lease term expiring five years after the delivery date upon completion of the build-out. The lease agreement has renewal terms that can extend the lease term by providing application for renewal at least six months before the expiry and has variable lease payment that depends on the CPI index and is measured annually. In January 2024, the Company started using the lab space. Total future minimum lease payments under this lease are $ 2.3 million. Shanghai Lease In September 2018, the Company entered into an operating lease agreement to lease a manufacturing space in Shanghai, China with the original lease term expiring in August 2023. In September 2021, the Company amended the lease agreement. The amendment increased the amount of leased space and extended the term of the lease by three years through August 2026. Total future minimum lease payments under this lease are $ 2.4 million. The lease agreement has renewal terms that can extend the lease term by providing application for renewal at least 90 days before the expiry and provides for annual cost of living increases of up to 3 %. 63 Table of Contents South Korea Leases In November 2022, the Company entered into an operating lease agreement with a lease commencement date of July 2022 to lease a manufacturing building in the Chungju, South Korea industrial complex with the original lease term expiring in September 2024. The lease agreement was renewed in September 2024 for an additional two-year term that can be terminated with 90 -day notice and provides for annual cost of living increases in rent. Total future minimum lease payments under this lease are $ 1.0 million. In February 2023, the Company entered into an operating lease agreement with a commencement date of February 1, 2023 to lease a second manufacturing space in the Chungju, South Korea industrial complex with the original lease term expiring in December 2024. In June 2024, the Company terminated this lease agreement resulting in no future lease payments and the removal of the corresponding lease asset and liability. ​ Note 13. Commitments and Contingencies Commitments Under the terms of one of the JDAs entered into in 2021, the Company is committed to undertake certain research and development activities to the benefit of both itself and its OEM Partners which involves expenditures related to engineering efforts and purchases of related equipment. The JDA has an agreed-upon value of up to $ 35 million, of which the Company has spent $ 16.1 million as of December 31, 2024. Legal Contingencies From time-to-time, the Company may be subject to claims arising in the ordinary course of business or become involved in litigation or other legal proceedings. While the outcome of such claims or other proceedings cannot be predicted with certainty, the Company’s management expects that any such liabilities, to the extent not provided for by insurance or otherwise, would not have a material effect on the Company’s financial condition, results of operations or cash flows. Indemnifications The Company enters into indemnification provisions under agreements with other companies in the ordinary course of business, including, but not limited to, partnerships, landlords, vendors, and contractors. Pursuant to these arrangements, the Company agrees to indemnify, defend, and hold harmless the indemnified party for certain losses suffered or incurred by the indemnified party as a result of the Company’s activities. The maximum potential amount of future payments the Company could be required to make under these agreements is not determinable. The Company has never incurred costs to defend lawsuits or settle claims related to these indemnification provisions. In addition, the Company indemnifies its officers, directors, and certain key employees against claims made with respect to matters that arise while they are serving in their respective capacities as such, subject to certain limitations set forth under applicable law, and applicable indemnification agreements. The Company maintains insurance, including commercial general liability insurance, product liability insurance, and directors and officers insurance to offset certain potential liabilities under these indemnification provisions. To date, there have been no claims under these indemnification provisions. ​ Note 14. Stockholders’ Equity Class A and Class B Common Stock Pursuant to the Company’s certificate of incorporation, the Company is authorized to issue 2,100,000,000 shares of Class A common stock, par value $ 0.0001 per share and 200,000,000 shares of Class B common stock, par value $ 0.0001 per share. Class A common stock and Class B common stock are referred to as common stock throughout the notes to these financial statements, unless otherwise noted. The rights of holders of Class A common stock and Class B common stock are identical, except with respect to voting. The holder of each share of Class A common stock is entitled to one vote , while the holder of each share of Class B common stock is entitled to ten votes . Each share of Class B common stock is convertible on a one -for-one basis into a share of Class A common stock at the holder’s option or otherwise automatically upon the occurrence of certain events, namely: (i) each share of Class B common stock that is transferred by SES Founder Group, or certain permitted transferee holders (“Qualified Holders”), will convert into a share of Class A common stock ; (ii) all outstanding shares of Class B common stock will convert into shares of Class A c ommon stock if the SES Founder Group or Qualified Holders collectively cease to beneficially own at least 20 percent of the number of shares of Class B common stock (as such number of shares is equitably adjusted in respect of any reclassification, stock dividend, subdivision, combination or recapitalization of the Class B common stock ) collectively held by the SES Founder Group and Qualified Holders of Class B c ommon stock as of the time the Business 64 Table of Contents Combination took effect; or (iii) all outstanding shares of Class B c ommon stock will convert into shares of Class A common stock upon the date specified by the affirmative vote of the holders of at least two-thirds of the then-outstanding shares of Class B c ommon stock , voting as a separate class. Each outstanding share of Class B c ommon stock is entitled to ten votes per share and each outstanding share of Class A common stock is entitled to one vote per share. As of December 31, 2024, the Company had 317,676,034 and 43,881,251 shares of Class A common stock and Class B common stock issued and outstanding, respectively and as of December 31, 2023 had 310,266,922 and 43,881,251 shares of Class A common stock and Class B common stock issued and outstanding, respectively. For accounting purposes, only shares that are fully vested or that are not subject to repurchase are considered issued and outstanding. Below is a reconciliation of shares of common stock issued and outstanding: ​ ​ ​ ​ ​ ​ December 31, 2024 ​ December 31, 2023 Total shares of common stock legally issued and outstanding 361,557,285 ​ 354,148,173 Less: Shares subject to future vesting: ​ ​ ​ Escrowed Earn-Out Shares ( 27,690,978 ) ​ ( 27,690,978 ) Sponsor Earn-Out Shares ( 5,520,000 ) ​ ( 5,520,000 ) Earn-Out Restricted Shares ( 765,990 ) ​ ( 1,619,998 ) RSAs ( 255,458 ) ​ ( 649,567 ) Total shares issued and outstanding 327,324,859 ​ 318,667,630 ​ Preferred Stock Pursuant to the Company’s certificate of incorporation, the Company is authorized to issue 20,000,000 shares of preferred stock having a par value of $ 0.0001 per share. The Company’s board of directors has the authority to issue preferred stock and to determine the rights, preferences, privileges, and restrictions, including voting rights of such preferred stock. As of December 31, 2024 and 2023, no shares of the Company’s preferred stock were issued and outstanding. Dividends Common stock is entitled to dividends when and if declared by the Company’s board of directors, subject to the rights of all classes of stock outstanding having priority rights to dividends. The Company has not paid any cash dividends on common stock to date. The Company may retain future earnings, if any, for the further development and expansion of its business and has no current plans to pay cash dividends for the foreseeable future. Common Stock Warrants Prior to the Business Combination, Ivanhoe issued 9,200,000 Public Warrants and 5,013,333 Private Warrants and prior to the Closing, Ivanhoe amended the terms of the Warrants, as discussed in “Note 2 – Summary of Significant Accounting Policies,” which resulted in the Warrants being classified as a component of stockholders’ equity. There is an effective registration statement and prospectus relating to the shares issuable upon exercise of the Warrants. Public Warrants Public Warrants have an exercise price of $ 11.50 and the Company may, in its sole discretion, reduce the exercise price of the Public Warrants to induce early exercise, provided that adequate notice is provided to warrant holders pursuant to the terms of the Warrant Agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the Warrants may also be adjusted in certain circumstances including in the event of a share dividend, recapitalization, reorganization, merger or consolidation. In no event is the Company required to net cash settle the Public Warrants. The Public Warrants became exercisable 30 days following the Business Combination and expire at the earliest of five years following the Business Combination, liquidation of the Company, or the date of redemption elected at our option provided that the value of the Class A common stock exceeds $ 18.00 per share. Under certain circumstances, the Company may elect to redeem the Public Warrants at a redemption price of $ 0.01 per Public Warrant at any time during the term of the Warrant in which the Class A common stock share trading price has been at least $ 18.00 per share for 20 trading days within the 30 trading-day period. If the Company elects to redeem the Warrants, it must notify the Public Warrant holders in 65 Table of Contents advance, who would then have at least 30 days from the date of notification to exercise their respective Warrants. If any such Warrants are not exercised within that 30 -day period, they will be redeemed pursuant to this provision. As of December 31, 2024 and 2023, the Company had outstanding Public Warrants to purchase 9,199,947 shares of Class A common stock. Private Warrants The Private Warrants have similar terms to the Public Warrants, except that the Private Warrants are not redeemable. As of December 31, 2024 and 2023, the Company had outstanding Private Warrants to purchase 5,013,333 shares of Class A common stock. The Company has the following shares of common stock available for future issuance on an as-if converted basis: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 December 31, 2023 Shares reserved for issuance under the SES AI Corporation 2021 Plan 37,263,345 ​ 34,965,909 Common stock options outstanding 6,063,110 ​ 13,619,793 Public Warrants 9,199,947 ​ 9,199,947 Private Warrants 5,013,333 ​ 5,013,333 RSUs 13,282,923 ​ 6,359,474 PSUs 5,973,050 ​ 3,364,810 Total common stock available for future issuance 76,795,708 ​ 72,523,266 ​ Note 15. Stock-Based Compensation Equity Award Plan Old SES established its initial share incentive plan in 2013 (the “2013 Plan”), which was subsequently replaced with a new share incentive plan in 2018 (the “2018 Plan”). Under the terms of the 2013 Plan and 2018 Plan, certain number of shares were reserved for the issuance of incentive stock options (“ISOs”) and non-statutory stock options (“NSOs”) to employees, officers, directors, consultants and advisors. On March 30, 2021, the Company amended the 2018 Plan with the SES Holdings Pte. Ltd. 2021 Share Incentive Plan (the “2021 Plan”) and increased the total shares reserved for future issuance by 486,975 shares. Upon approval of the 2021 Plan, any shares that, as of the date of stockholder approval, were reserved but not issued pursuant to any awards granted under the Company’s 2018 Plan were rolled into the 2021 Plan. In addition, any shares issued pursuant to or subject to stock options or similar awards granted under the 2018 Plan that expired or otherwise terminated without having been exercised in full or that were forfeited or repurchased by the Company, rolled into the 2021 Plan. The 2021 Plan provided for the discretionary grant of ISOs, NSOs, and Restricted Share Awards (“RSAs”). In connection with the Business Combination, the 2021 Plan was terminated and the remaining unallocated share reserve was cancelled, and no new awards will be granted under the 2021 Plan. At Closing, a total of 20,748,976 ISOs and NSOs and 2,273,727 RSAs (as converted, due to retroactive application of reverse recapitalization) outstanding under the 2021 Plan were assumed by the Company under the SES AI Corporation 2021 Plan (defined below). SES AI Corporation 2021 Plan In connection with the Business Combination, the Company adopted the SES AI Corporation 2021 Incentive Award Plan (the “SES 2021 Plan”) under which 36,862,002 shares of Class A common stock were initially reserved for issuance of ISOs, NSOs, stock appreciation rights (“SARs”), RSAs, restricted stock units (“RSUs”), performance compensation awards (“PSUs”), other stock-based and cash-based awards, and dividend equivalents. In addition, and subject to certain limitations, any shares issued pursuant to or subject to awards granted under the 2021 Plan that expired or otherwise terminated without having been exercised in full or that were forfeited or repurchased by the Company, rolled into the SES 2021 Plan. The SES 2021 Plan allows for the maximum number of shares issuable to automatically increase on January 1st of each year for a period of ten years commencing on January 1, 2023 and ending on (and including) January 1, 2031, in an amount equal to two percent of the total number of shares of stock outstanding on December 31 st of the preceding year. As of December 31, 2024, 37,263,345 shares remain available for future issuance under the SES 2021 Plan. Stock-Based Compensation Expense Compensation expense related to stock-based awards was recorded as follows: ​ 66 Table of Contents ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, (in thousands) 2024 2023 Research and development $ 8,021 ​ $ 3,796 General and administrative 11,896 ​ ​ 16,853 Cost of revenue 18 ​ ​ — Total $ 19,935 ​ $ 20,649 ​ ​ The following table summarizes share-based compensation expense by award type: ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, (in thousands) 2024 2023 Earn-Out Restricted Shares $ 1,997 ​ $ 2,689 RSUs ​ 12,733 ​ ​ 9,644 PSUs ​ 2,885 ​ ​ 4,781 RSAs ​ 1,950 ​ ​ 3,133 Stock options ​ 370 ​ ​ 402 Total $ 19,935 ​ $ 20,649 ​ Restricted Stock Units RSUs granted under the SES 2021 Plan vest in equal annual installments over a three-year period and have only service vesting conditions. The fair value of RSUs is estimated based on the closing price of the Company’s Class A common stock at the date of grant and is amortized to expense on a straight-line basis over the vesting period. RSU activity is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of Shares ​ Weighted Average Fair Value Outstanding at December 31, 2022 ​ 2,807,660 ​ $ 8.61 Granted ​ 5,365,427 ​ $ 2.25 Vested ​ ( 1,063,863 ) ​ $ 8.41 Forfeited and canceled ​ ( 749,750 ) ​ $ 4.95 Outstanding at December 31, 2023 ​ 6,359,474 ​ $ 3.71 Granted ​ 11,729,289 ​ $ 1.32 Gross vested units ​ ( 2,413,455 ) ​ $ 4.14 Forfeited and canceled ​ ( 2,392,385 ) ​ $ 1.95 Outstanding at December 31, 2024 ​ 13,282,923 ​ $ 1.83 The total fair value of RSUs vested was $ 10.0 million and $ 8.9 million for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024, there was $ 14.3 million of unrecognized compensation cost related to RSUs, which is expected to be recognized over a weighted-average period of 1.0 years. 67 Table of Contents Restricted Stock Awards RSAs granted under the 2021 Plan and assumed under the SES 2021 Plan generally vest 1/4 th upon completion of one year of service and 1/48 th per month thereafter and have only service vesting conditions. The fair value of RSAs is estimated based on the closing price of the Company’s Class A common stock at the date of grant and is amortized to expense on a straight-line basis over the vesting period. RSA activity is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of Shares ​ Weighted Average Fair Value Outstanding at December 31, 2022 ​ 1,270,726 ​ $ 5.09 Granted ​ — ​ $ - Vested ​ ( 610,335 ) ​ $ 5.14 Forfeited and canceled ​ ( 10,824 ) ​ $ 5.13 Outstanding at December 31, 2023 ​ 649,567 ​ $ 5.05 Granted ​ — ​ $ — Vested ​ ( 386,964 ) ​ $ 5.05 Forfeited and canceled ​ ( 7,145 ) ​ $ 5.07 Outstanding at December 31, 2024 ​ 255,458 ​ $ 5.04 The total fair value of RSAs vested was $ 2.0 million and $ 3.1 million for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024, there was $ 1.2 million of unrecognized compensation cost related to RSAs, which is expected to be recognized over a weighted-average period of 0.3 years. Performance Stock Units PSUs granted under the SES 2021 Plan generally vest over a three-year period and have both service and market vesting conditions. PSUs are measured at their estimated fair value using a Monte Carlo simulation valuation model with the effect of the market condition reflected in the grant date fair value of the award. The fair value of PSU awards is amortized to expense on a straight-line basis over the requisite service period, irrespective of whether the market vesting condition is satisfied, which is generally two to three years . The key inputs used in the Monte Carlo simulation model for PSUs granted during the years ended December 31, 2024 and 2023 at their measurement date were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 Expected term (in years) ​ 3.0 ​ ​ 5.0 Risk free rate ​ 4.06 % ​ ​ 3.57 % Expected volatility ​ 90.0 % ​ ​ 80.0 % Expected dividends ​ 0 % ​ ​ 0 % Stock price $ 1.36 ​ $ 2.25 ​ The stock price is based on the closing price of the Company’s Class A common stock as of the valuation date and simulated through the end of the earn-out period following Geometric Brownian Motion. Expected volatility is based on the weighted average historical volatilities of the Company’s Class A common stock and select peer companies’ common stock that matches the expected term of the awards. The expected term is derived from the vesting period. The risk-free interest rate is based on the yield curve for zero-coupon U.S. Treasury notes with maturities corresponding to the expected term of the awards. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. 68 Table of Contents PSU activity is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of Shares ​ Weighted Average Fair Value Outstanding at December 31, 2022 ​ 2,116,942 ​ $ 5.98 Granted ​ 1,631,800 ​ $ 0.58 Vested ​ — ​ $ — Forfeited and canceled ​ ( 383,932 ) ​ $ 3.86 Outstanding at December 31, 2023 ​ 3,364,810 ​ $ 3.60 Granted ​ 3,637,556 ​ $ 0.42 Vested ​ — ​ $ — Forfeited and canceled ​ ( 1,029,316 ) ​ $ 6.96 Outstanding at December 31, 2024 ​ 5,973,050 ​ $ 1.34 ​ As of December 31, 2024, there was $ 1.8 million of unrecognized compensation cost related to PSUs, which is expected to be recognized over a weighted-average period of 1.5 years. Earn-Out Restricted Shares The Earn-Out Restricted Shares granted in connection with the Business Combination have a contractual term of five years and have both service and market vesting conditions. The Earn-Out Restricted Shares have been measured at their estimated fair value using a Monte Carlo simulation valuation model with t he effect of the market condition reflected in the grant date fair value of the award. The aggregate grant date fair value of the Earn-Out Restricted Shares is $ 15.0 million and is amortized to expense on a straight-line basis over the requisite service period, irrespective of whether the market vesting condition is satisfied, which is 1.45 years. The key inputs used in the Monte Carlo simulation model for the Earn-Out Restricted Shares at their measurement dates were as follows: ​ ​ ​ ​ ​ February 3, 2022 (Closing Date) Contractual term (in years) ​ 5.0 Risk-free rate ​ 1.63 % Expected volatility ​ 81.0 % Expected dividends ​ 0 % Stock price $ 7.68 The stock price is based on the closing price of the Company’s Class A common stock as of the valuation date and simulated through the end of the earn-out period following Geometric Brownian Motion. The Company estimates the volatility of its common stock by using select peer companies’ common stock that matches the contractual term of the awards. The risk-free interest rate is based on the yield curve for zero-coupon U.S. Treasury notes with maturities corresponding to the contractual term of the restricted shares. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. Earn-Out Restricted Shares activity is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of Shares ​ Weighted Average Fair Value Outstanding at December 31, 2022 ​ 1,931,044 ​ $ 6.53 Granted/vested ​ — ​ $ — Forfeited and canceled ​ ( 311,046 ) ​ $ 6.53 Outstanding at December 31, 2023 ​ 1,619,998 ​ $ 6.53 Granted/vested ​ — ​ $ — Forfeited and canceled ​ ( 854,008 ) ​ $ 6.53 Outstanding at December 31, 2024 ​ 765,990 ​ $ 6.53 ​ During the year ended December 31, 2023, the Earn-Out Restricted Shares met the requisite service period and the related expense was fully amortized. 69 Table of Contents Stock Options Options granted under the 2021 Plan and assumed under the SES 2021 Plan vest 1/4th upon completion of one year of service and 1/48th per month thereafter, however in certain instances options have been granted with immediate vesting. Options under the Plan generally expire 10 years from the date of grant and have only service vesting conditions. Stock option activity is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of Options ​ ​ Weighted Average Exercise Price ​ ​ Weighted Average Remaining Contractual Term (in years) ​ ​ Aggregate Intrinsic Value (in millions) Outstanding at December 31, 2022 ​ 18,308,233 ​ $ 0.17 ​ ​ 7.6 ​ $ 54.6 Granted ​ — ​ $ — ​ ​ ​ ​ ​ ​ Exercised ​ ( 3,691,340 ) ​ $ 0.14 ​ ​ ​ ​ $ 7.0 Forfeited and canceled ​ ( 997,100 ) ​ $ 0.18 ​ ​ ​ ​ ​ ​ Outstanding at December 31, 2023 ​ 13,619,793 ​ $ 0.17 ​ ​ 6.8 ​ $ 22.7 Granted ​ — ​ $ — ​ ​ ​ ​ ​ ​ Exercised ​ ( 6,507,475 ) ​ $ 0.16 ​ ​ ​ ​ $ 4.0 Forfeited and canceled ​ ( 1,049,208 ) ​ $ 0.19 ​ ​ ​ ​ ​ ​ Outstanding at December 31, 2024 ​ 6,063,110 ​ $ 0.19 ​ ​ 5.5 ​ $ 12.2 Vested, December 31, 2024 ​ 5,848,933 ​ $ 0.18 ​ ​ 5.5 ​ $ 11.8 Vested or expected to vest, December 31, 2024 ​ 6,063,110 ​ $ 0.19 ​ ​ 5.5 ​ $ 12.2 No income tax benefit was recognized for stock options exercised as the Company does not anticipate realizing any such benefit in the near future. The fair value of stock options vested for the years ended December 31, 2024 and 2023 were $ 11.8 million and $ 16.4 million, respectively. The Company uses the Black-Scholes pricing model to determine the fair value of options granted. The calculation of the fair value of stock options is affected by the stock price on the grant date, the expected volatility of the Company’s stock over the expected term of the award, the expected life of the award, the risk-free interest rate and the dividend yield. There were no options granted during the years ended December 31, 2024 and 2023. As of December 31, 2024, there was less than $ 0.1 million of unrecognized compensation cost related to stock options, which is expected to be recognized over a weighted-average period of 0.1 years. ​ Note 16. Income Taxes As discussed in “Note 1 – Nature of Business,” SES Holdings Pte. Ltd. is a Singapore private limited company and was formed in November 2018. As a result of the reorganization the Company undertook in 2018, SES Holdings Pte. Ltd. is also treated as a U.S. taxpayer for U.S. Federal income tax purposes in accordance with Internal Revenue Code Section 7874. SES Holdings Pte. Ltd. is the parent of the U.S. Federal consolidated income tax group. The U.S. and foreign components of loss before income taxes were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, (in thousands) 2024 2023 U.S. $ ( 13,573 ) $ ( 15,314 ) Foreign ​ ( 86,424 ) ​ ( 38,939 ) Loss before income taxes ​ $ ( 99,997 ) ​ $ ( 54,253 ) ​ 70 Table of Contents Income tax expense consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, (in thousands) 2024 2023 Current: ​ ​ ​ Federal ​ $ — ​ $ — State ​ 7 ​ 89 Foreign ​ 459 ​ 115 Total current expense ​ 466 ​ 204 Deferred: ​ ​ Federal ​ — ​ — State ​ — ​ — Foreign ​ ( 278 ) ​ ( 1,057 ) Total deferred expense ​ ​ ( 278 ) ​ ​ ( 1,057 ) Income tax (benefit) expense ​ $ 188 ​ $ ( 853 ) ​ Reconciliations of the federal statutory income tax rate to the Company’s effective income tax rate are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2024 2023 Tax provision (benefit) at U.S. statutory rate ​ 21.0 % ​ ​ 21.0 % State income taxes, net of federal benefit ​ ​ ( 0.0 )% ​ ​ ( 0.2 )% Foreign tax ​ ( 0.3 )% ​ ​ 0.9 % Foreign income taxed at non US rates ​ ​ 0.0 % ​ ​ ( 0.1 )% Other permanent items ​ ( 0.1 )% ​ ​ ( 0.1 )% Section 162(m) ​ ​ ( 0.7 )% ​ ​ ( 4.4 )% Stock-based compensation ​ ​ ( 1.0 )% ​ ​ ( 0.8 )% Research and development tax credits ​ 1.3 % ​ ​ 2.7 % Unrecognized tax benefits ​ ( 0.4 )% ​ ​ ( 0.8 )% GILTI ​ ​ 0.0 % ​ ​ ( 0.3 )% Change in valuation allowance ​ ( 16.5 )% ​ ​ ( 18.3 )% Deferred adjustments ​ ​ ( 2.5 )% ​ ​ 0.0 % Change in Sponsor Earn-Out liabilities ​ ​ ( 1.1 )% ​ ​ 2.6 % Others ​ 0.0 % ​ ​ ( 0.6 )% Effective tax rate ​ ( 0.2 )% ​ ​ 1.6 % The Company files federal, state and foreign tax returns, which are subject to examination by the relevant tax authorities. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment. The statute of limitations for assessment by the Internal Revenue Service (“IRS”), and state tax authorities remains open for all tax years ended after 2012. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the IRS or state tax authorities to the extent utilized in a future period. 71 Table of Contents The components of the net deferred tax asset at the end of each year are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, (in thousands) 2024 2023 Deferred tax assets: ​ ​ ​ Net operating losses ​ $ 35,191 ​ $ 30,453 Section 174 ​ ​ 25,306 ​ ​ 12,146 Research and development tax credits ​ 4,298 ​ 3,720 Lease liabilities ​ ​ 3,060 ​ ​ 3,980 Stock-based compensation ​ 2,741 ​ 3,349 Accruals and reserves ​ 1,547 ​ 1,499 Fixed assets ​ ​ 562 ​ ​ 321 Intangibles ​ ​ 138 ​ ​ — Other ​ 94 ​ 120 Total deferred tax assets ​ 72,937 ​ 55,588 Deferred tax liabilities: ​ ​ ROU assets ​ ( 2,781 ) ​ ( 3,801 ) Total deferred tax liabilities ​ ( 2,781 ) ​ ( 3,801 ) Net deferred tax asset before valuation allowance ​ ​ 70,156 ​ ​ 51,787 Valuation allowance ​ ( 68,821 ) ​ ( 50,730 ) Net deferred tax asset ​ $ 1,335 ​ $ 1,057 The difference between the provision for income taxes and the income tax determined by applying the statutory federal income tax rate of 21 % was due primarily to the research and development credit and change in valuation allowance. The Company maintains full valuation allowance against its U.S. and Viking Power System Pte. Ltd., net deferred tax assets as it believes these deferred tax assets were not realizable on a more likely than not basis as of December 31, 2024. The Company's valuation allowance balance increased by $ 18.1 million and $ 11.9 million for the years ended December 31, 2024 and 2023, respectively. A full valuation allowance was established for SES AI Korea Co., Ltd since the fiscal year 2021. However, SES Korea operates under a cost-plus model in adherence to transfer pricing (TP) regulations, ensuring its profitability in accordance with U.S. GAAP. Upon reevaluation of the subsidiary's consistent profitability and other favorable indicators, it is determined that a valuation allowance was no longer warranted. In the fiscal year 2023, the Company released the Korean valuation allowance. As of December 31, 2024, the Company has Federal net operating loss (“NOLs”) carryforward of approximately $ 144.5 million, of which $ 9.2 million is for pre-2018 and $ 135.3 million is post 2017. The pre-2018 Federal NOLs carryforwards will begin to expire in 2033. The post-2017 Federal NOLs will carryforward indefinitely but can only offset 80% of annual taxable income. The Company also has Massachusetts NOLs carryforwards of approximately $ 81.2 million, which begins to expire in 2033. As of December 31, 2023, the Company had Federal NOLs carryforward of approximately $ 124.7 million, of which $ 9.3 million was for pre-2018 and $ 115.4 million was post 2017. The pre-2018 Federal NOLs carryforwards will begin to expire in 2033. The post-2017 Federal NOLs will carryforward indefinitely but can only offset 80% of annual taxable income. The Company also had Massachusetts NOLs carryforwards of approximately $ 74.9 million, which begins to expire in 2033. As of December 31, 2024 and 2023, the Company had federal research credit carryforwards of approximately $ 4.5 million and $ 3.8 million, respectively, which begins to expire in 2033, and Massachusetts research credit carryforwards of approximately $ 2.1 million and $ 1.9 million, respectively, which begins to expire in 2030. The utilization of the Company’s NOLs and R&D credits and carryforwards may be subject to a limitation due to the “change in ownership provisions” under Section 382 of the Internal Revenue Code. The annual limitation may result in the expiration of the NOL carryforwards before their utilization. During 2024, management does not believe there were significant ownership changes that would trigger a Section 382 limitation. The Company records unrecognized tax benefits in accordance with ASC 740-10, Income Taxes . ASC 740-10 which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of uncertain tax positions taken or expected 72 Table of Contents to be taken in the Company’s income tax return and also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. As of December 31, 2024 and 2023, the total amount of unrecognized tax benefits was $ 7.6 million and $ 5.5 million respectively, of which $ 7.3 million would affect 2024 income tax expense, if recognized, without considering any valuation allowance. The Company does not expect the unrecognized tax benefits to change significantly over the next 12 months. The Company includes interest and penalties related to unrecognized tax benefits within the benefit from (provision for) income taxes. As of the years ended December 31, 2024 and 2023 the total amount of gross interest accrued in each year was less than $ 0.1 million, respectively. A reconciliation of the beginning and ending balances of unrecognized tax benefits is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, (in thousands) 2024 2023 Beginning of the year $ 5,502 ​ $ 4,573 Increase – prior year positions ​ 1,521 ​ 311 Increase – current year positions ​ 577 ​ 618 Decrease – prior year positions ​ ​ — ​ ​ — End of the year ​ $ 7,600 ​ $ 5,502 ​ The Company is subject to income taxes in the U.S. federal, state, and various foreign jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. The Company’s tax years remain open for examination within the U.S. and foreign authorities for all years, until such time as the NOLs are initially utilized. The Company’s tax years remain open for examination by foreign authorities beginning with the tax year ended December 31, 2018. ​ Beginning in 2022, the 2017 Tax Cuts and Jobs Act amended Section 174 to eliminate current-year deductibility of research and experimentation (R&E) expenditures and software development costs (collectively, R&E expenditures) and instead require taxpayers to charge their R&E expenditures to a capital account amortized over five years (15 years for expenditures attributable R&E activity performed outside the United States). The Company generated a deferred tax asset for capitalized R&E expenditures for the year ended December 31, 2024 which was fully offset with a valuation allowance. ​ Note 17. Net Income (Loss) Per Share Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted net loss per share is computed by dividing net loss, as adjusted for changes in fair value recognized in earnings from equity contracts classified as liabilities, by the weighted average number of common shares outstanding and, when dilutive, common share equivalents from outstanding stock options and restricted stock units (using the treasury-stock method). The weighted-average number of common shares used in the computation of basic and diluted net income per share were as follows: ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, (in thousands, except share and per share amounts) 2024 ​ 2023 Numerator: ​ ​ ​ Net loss attributable to common stockholders - basic and diluted $ ( 100,185 ) ​ $ ( 53,400 ) Denominator: ​ ​ ​ ​ ​ Weighted average shares of common stock outstanding - basic and diluted ​ 321,824,143 ​ ​ 315,051,508 Net loss per share attributable to common stockholders - basic and diluted $ ( 0.31 ) ​ $ ( 0.17 ) ​ 73 Table of Contents The number of common stock equivalents excluded from the computation of diluted net loss per share because either the effect would have been anti-dilutive, or the performance criteria related to such shares and awards had not been met, were as follows: ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2024 ​ 2023 Escrowed Earn-Out Shares ​ 27,690,978 ​ ​ 27,690,978 Options to purchase common stock ​ 6,063,110 ​ ​ 13,619,793 Public Warrants ​ 9,199,947 ​ ​ 9,199,947 Sponsor Earn-Out Shares ​ 5,520,000 ​ ​ 5,520,000 Private Warrants ​ 5,013,333 ​ ​ 5,013,333 Unvested RSUs ​ 13,282,923 ​ ​ 6,359,474 Unvested PSUs ​ 5,973,050 ​ ​ 3,364,810 Earn-Out Restricted Shares ​ 765,990 ​ ​ 1,619,998 Unvested RSAs ​ 255,458 ​ ​ 649,567 Total ​ 73,764,789 ​ ​ 73,037,900 ​ Note 18. Segment and Geographic Information Operating Segments Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer . The Company has determined that it operates in one operating and reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. The CODM uses operating income (loss) as the measure of financial performance and for resource allocation decisions. Significant Expenses The Company concluded it operates as one operating and reportable segment based on the information regularly reviewed by the CODM for decision making, resource allocation, and evaluating financial performance. The information included is categorized into different significant expense lines such as compensation and benefits, lab and equipment, professional services, general and administrative, facility, and sales and marketing. For the year ended December 31, 2024, the Company reported to its CODM $ 33.5 million in compensation and benefits excluding stock compensation and net of reimbursements, $ 18.3 million in lab and equipment net of reimbursements, $ 16.0 million in general and administrative, $ 12.7 million in professional services, $ 8.6 million in facility, and $ 1.6 million in sales and marketing. For the year ended December 31, 2023, the Company reported to its CODM $ 16.9 million in compensation and benefits excluding stock compensation and net of reimbursements, $ 5.7 million in lab and equipment net of reimbursements, $ 13.7 million in general and administrative, $ 12.6 million in professional services, $ 7.4 million in facility, and $ 1.2 million in sales and marketing. Geographic Information For the year ended December 31, 2024, revenue outside of the United States, based on customer billing address in the Asia Pacific region, was 100% of total revenue. The Company’s long-lived assets consist primarily of property and equipment and intangible assets and are attributed to the geographic location in which they are located. Long-lived assets by geographical area were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, (in thousands) 2024 2023 Property and equipment, net: ​ ​ Asia Pacific ​ $ 24,041 ​ $ 24,032 United States ​ ​ 14,124 ​ ​ 13,927 Total property and equipment, net ​ $ 38,165 ​ $ 37,959 ​ 74 Table of Contents Note 19. Defined Contribution Plan The Company offers a defined contribution retirement savings plan under Section 401(k) of the Internal Revenue Code. This plan covers employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. The Company contributed $ 0.7 million and $ 0.5 million to the defined contribution retirement savings plan for the years ended December 31, 2024 and 2023, respectively. ​ Note 20. Related-Party Transactions Pursuant to the director nomination agreement, dated as of July 12, 2021, with the Company (the “Director Nomination Agreement”), General Motors Company and its affiliates (“GM”) were considered related parties due to their board representation and the board member’s employment position at GM, which remained in effect as long as GM continues to hold more than 5 % of the fully diluted outstanding equity securities of SES as per the agreement. On October 29, 2024, GM and the Company mutually agreed to terminate the Director Nomination Agreement and GM terminated its board representation. Hence, GM is no longer considered a related party. See “Note 4 – Partnerships” for more details about our prior partnership with GM. ​ Item 9. Changes in and Disagreements With Accountants On Accounting and Financial Disclosure None. ​