# SES AI (SES) 10-Q SEC filing - Q2 FY2026
- Filed: Aug 11, 2026, 4:15 PM EDT
- Fiscal quarter: Q2 FY2026
- Calendar quarter: Q2 2026
- Accession: 0001819142-26-000045
- OpenCapital page: https://www.opencapital.sh/filings/0001819142-26-000045
- Markdown URL: https://www.opencapital.sh/filings/0001819142-26-000045.md
- Official SEC filing index: https://www.sec.gov/Archives/edgar/data/1819142/000181914226000045/0001819142-26-000045-index.htm
## Filing documents
- [10-Q (ses-20260630x10q.htm)](https://www.sec.gov/Archives/edgar/data/1819142/000181914226000045/ses-20260630x10q.htm)
- [EX-10.1 (ses-20260630xex10d1.htm)](https://www.sec.gov/Archives/edgar/data/1819142/000181914226000045/ses-20260630xex10d1.htm)
- [EX-10.2 (ses-20260630xex10d2.htm)](https://www.sec.gov/Archives/edgar/data/1819142/000181914226000045/ses-20260630xex10d2.htm)
- [EX-31.1 (ses-20260630xex31d1.htm)](https://www.sec.gov/Archives/edgar/data/1819142/000181914226000045/ses-20260630xex31d1.htm)
- [EX-31.2 (ses-20260630xex31d2.htm)](https://www.sec.gov/Archives/edgar/data/1819142/000181914226000045/ses-20260630xex31d2.htm)
- [EX-32.1 (ses-20260630xex32d1.htm)](https://www.sec.gov/Archives/edgar/data/1819142/000181914226000045/ses-20260630xex32d1.htm)
- [EX-32.2 (ses-20260630xex32d2.htm)](https://www.sec.gov/Archives/edgar/data/1819142/000181914226000045/ses-20260630xex32d2.htm)
---
## 10-Q
SEC source: [ses-20260630x10q.htm](https://www.sec.gov/Archives/edgar/data/1819142/000181914226000045/ses-20260630x10q.htm)
**UNITED STATES SECURITIES AND EXCHANGE COMMISSION**
**Washington, D.C. 20549**
**FORM** **10-Q**
**(Mark One)**
**☒** **QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**
**For the quarterly period ended** **June 30, 2026**
**or**
**☐** **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**
**For the transition period from** **to**
**Commission File Number:** **001-39845**
**SES AI Corporation**
**(Exact name of registrant as specified in its charter)**
| | |
| --- | --- |
| Delaware | 88-0641865 |
| (State or other jurisdiction ofincorporation or organization) | (I.R.S. EmployerIdentification No.) |
| 35 Cabot Road Woburn, MA | 01801 |
| (Address of principal executive offices) | (Zip Code) |
**Registrant’s telephone number, including area code: (****339****)** **298-8750**
Securities registered pursuant to Section 12(b) of the Act:
**Title of Each Class** **Trading symbol(s)** **Name of Exchange on which registered**
**Class A common stock, par value** **$0.0001** **per share** **SES** **The New York Stock Exchange**
**Warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share** **SES WS** **The New York Stock Exchange**
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of August 7, 2026, there were 327,406,149 shares of the registrant’s Class A common stock and 43,881,251 shares of the registrant’s Class B common stock outstanding.
**TABLE OF CONTENTS**
| | | |
| --- | --- | --- |
| | | |
| [Cautionary Note Regarding Forward-Looking Statements](#Cautionary_Notes_Forward_Looking_Stateme) | | |
| [**Part I**](#Balance_Sheet)**.** | [**Financial Information**](#Balance_Sheet) | |
| [Item 1](#Balance_Sheet). | [Financial Statements](#Balance_Sheet) | 5 |
| | [Condensed Consolidated Balance Sheets (Unaudited)](#Balance_Sheet) | 5 |
| | [Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)](#Stmt_of_Operations) | 6 |
| | [Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)](#Stmt_of_Changes_in_Equity) | 7 |
| | [Condensed Consolidated Statements of Cash Flows (Unaudited)](#Stmt_of_Cash_Flow) | 8 |
| | [Notes to Condensed Consolidated Financial Statements (Unaudited)](#Footnotes) | 9 |
| [Item 2.](#Item_2_MDA) | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#Item_2_MDA) | 20 |
| [Item 3.](#Item_3_Quantitative_Dsiclsoures) | [Quantitative and Qualitative Disclosures About Market Risk](#Item_3_Quantitative_Dsiclsoures) | 26 |
| [Item 4.](#Item_4_Controls_and_Procedures) | [Controls and Procedures](#Item_4_Controls_and_Procedures) | 26 |
| | | |
| [**Part II**](#Part_II_Other_Information)**.** | [**Other Information**](#Part_II_Other_Information) | |
| [Item 1.](#Iterm_1_Legal_Proceedings) | [Legal Proceedings](#Iterm_1_Legal_Proceedings) | 27 |
| [Item 1A.](#Item_1A_Risk_Factors) | [Risk Factors](#Item_1A_Risk_Factors) | 27 |
| [Item 2.](#Item_2_Unregistered_Sales) | [Unregistered Sales of Equity Securities and Use of Proceeds](#Item_2_Unregistered_Sales) | 27 |
| [Item 3.](#Item_3_Defaults) | [Defaults Upon Senior Securities](#Item_3_Defaults) | 28 |
| [Item 4.](#Item_4_Mine_Safety) | [Mine Safety Disclosures](#Item_4_Mine_Safety) | 28 |
| [Item 5.](#Item_5_Other) | [Other Information](#Item_5_Other) | 28 |
| [Item 6.](#Item_6_Exhibits) | [Exhibits](#Item_6_Exhibits) | 29 |
| [Signatures](#Signatures) | | 30 |
**CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS**
This Quarterly Report on Form 10-Q contains statements that SES AI Corporation (the “Company,” “SES,” “we,” or “us”) believes are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements relating to expectations for future financial performance, business strategies or expectations for our business. These statements are based on the beliefs and assumptions of the management of the Company. Although the Company believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, it cannot provide assurance that it will achieve or realize these plans, intentions or expectations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Quarterly Report, words such as “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “strive,” “target,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking**.**
You should not place undue reliance on these forward-looking statements. Should one or more of a number of known and unknown risks and uncertainties materialize, or should any of our assumptions prove incorrect, the Company’s actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include, but are not limited to the risks below:
- We expect to continue to incur losses for the foreseeable future. While we expect to become profitable eventually, our projections are based on internal assumptions that may prove incorrect, and we may never achieve or maintain profitability.
- We will need substantial additional capital in the future to fund our business and may be unable to meet our future capital requirements, impairing our financial position and results of operations.
- We may not be able to successfully integrate UZ Energy’s operations into our business.
- The market for Urban Air Mobility (“UAM”), and for use of Li-Metal technology in UAM applications, is still emerging and may not achieve the growth potential we expect.
- We may face challenges in developing National Defense Authorization Act (“NDAA”)-compliant manufacturing capacity for drone cells, and even if we develop the manufacturing capacity, demand for NDAA-compliant drone cells may not develop.
- If our batteries fail to perform as expected, our ability to develop, market and sell our batteries could be harmed.
- We may not be able to engage target original equipment manufacturers (“OEMs”) customers successfully and to convert such contacts into meaningful orders in the future.
- We may not be able to establish new, or maintain existing, supply relationships for necessary raw materials, components or equipment or may be required to pay costs for raw materials, components or equipment that are more expensive than anticipated, which could delay the introduction of our product and negatively impact our business.
- Our ability to manufacture our batteries at scale depends on our ability to build, operate and staff our facilities successfully, as well as to obtain sufficient contract manufacturing capacity.
- We have pursued and may continue to pursue joint development agreements (“JDAs”), services contracts, and other strategic alliances, which could have an adverse impact on our business if they are unsuccessful or if we are unable to enter into new strategic alliances.
- The battery market continues to evolve and is highly competitive, and certain other battery manufacturers have significantly greater resources than we do.
- We may not be able to estimate accurately the future supply and demand for our batteries, which could result in a variety of inefficiencies in our business and hinder our ability to generate revenue. If we fail to predict accurately our manufacturing requirements, we could incur additional costs or experience delays.
- Certain components of our batteries pose safety risks that may cause accidents. We may be subject to financial and reputational risks due to product recalls and product liability claims, and we could face substantial liabilities that exceed our resources.
- We may not be able to develop and commercialize newly discovered materials.
- The use of artificial intelligence (“AI”) in our products and services may result in reputational harm and competitive harm.
- Our use of artificial intelligence and machine learning may result in legal and regulatory risks.
- The market for our AI-based services such as Molecular Universe is still emerging and our AI programs may not achieve the growth potential we expect.
- The economic benefit of our Energy Storage Systems (“ESS”) products to our customers depends on the cost of electricity available from alternative sources, including local electric utility companies, which cost structure is subject to change.
- Our ESS products performance may not meet customers’ expectations or needs.
- We depend upon component and product manufacturing and logistical services provided by third parties, many of whom are located outside of the U.S.
- Our patent applications may not result in issued patents or our patent rights may be challenged, invalidated or limited in scope, any of which could have a material adverse effect on our ability to prevent others from competing or interfering with the commercialization of our products.
- We rely heavily on our intellectual property portfolio, including unpatented proprietary technology. If we are unable to protect our intellectual property rights from unauthorized use, our business and competitive position would be harmed.
- The international nature of our business exposes us to business, regulatory, political, operational, financial and economic risks (including ongoing geopolitical conflicts in the Middle East, including transit disruptions in the Strait of Hormuz, and countries in Asia-Pacific) associated with doing business outside of the U.S.
- The price of our Class A common stock has been and may continue to be volatile.
- Our public warrants may never be in the money, and they may expire worthless.
- We are controlled or substantially influenced by Dr. Qichao Hu and certain entities affiliated with Dr. Hu, whose interests may conflict with other stockholders. The concentrated ownership of our dual class common stock could prevent stockholders from influencing significant decisions.
- Our failure to satisfy certain New York Stock Exchange (“NYSE”) listing requirements may result in our Class A common stock or public warrants being delisted from the NYSE, which could eliminate or adversely affect the trading market for our Class A common stock or public warrants.
- We had a history of material weaknesses in our internal control over financial reporting, and a failure to identify new ones could have an adverse impact on the value of our Class A common stock.
- The other factors disclosed in this Quarterly Report on Form 10-Q and the Company’s other filings with the Securities and Exchange Commission (the “SEC”), in particular the risks described in “Part II, Item 1A” of this Quarterly Report and “Part I, Item 1A” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 4, 2026, as amended on April 30, 2026 (the “2025 Annual Report on Form 10-K”).
The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on information available as of the date of this Quarterly Report on Form 10-Q and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q and should not be relied upon as representing the Company’s views as of any subsequent date. The Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
PART I - FINANCIAL INFORMATION
## Item 1. Financial Statements
**SES AI Corporation**
**Condensed Consolidated Balance Sheet****s**
**(Unaudited)**
| (in thousands, except share and per share amounts) | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Assets | | |
| Current Assets | | |
| Cash and cash equivalents | $64,136 | $29,541 |
| Short-term investments | 98,862 | 170,091 |
| Accounts receivable | 7,749 | 4,783 |
| Inventories | 8,435 | 5,154 |
| Prepaid expenses and other assets | 6,808 | 6,707 |
| Total current assets | 185,990 | 216,276 |
| Property and equipment, net | 24,225 | 28,866 |
| Goodwill | 13,272 | 13,272 |
| Intangible assets, net | 2,689 | 2,809 |
| Right-of-use assets, net | 6,356 | 7,638 |
| Deferred tax assets | 1,522 | 1,521 |
| Other assets, non-current | 2,159 | 2,264 |
| Total assets | $236,213 | $272,646 |
| Liabilities and Stockholders’ Equity | | |
| Current Liabilities | | |
| Accounts payable | $5,617 | $5,694 |
| Operating lease liabilities | 1,629 | 2,298 |
| Deferred consideration, current | 7,966 | 1,093 |
| Accrued expenses and other liabilities | 13,316 | 15,071 |
| Total current liabilities | 28,528 | 24,156 |
| Sponsor Earn-Out liabilities | 3,571 | 7,795 |
| Operating lease liabilities, non-current | 5,074 | 5,813 |
| Unearned government grant | 8,567 | 9,042 |
| Deferred consideration, non-current | — | 7,677 |
| Other liabilities, non-current | 3,412 | 3,408 |
| Total liabilities | 49,152 | 57,891 |
| Commitments and contingencies (Note 10) | | |
| Stockholders’ Equity | | |
| Common stock: Class A shares, $0.0001 par value, 2,100,000,000 shares authorized; 327,266,996 and 321,551,078 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively; Class B shares, $0.0001 par value, 200,000,000 shares authorized; 43,881,251 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively | 37 | 37 |
| Additional paid-in capital | 590,203 | 588,355 |
| Accumulated deficit | (401,914) | (371,911) |
| Accumulated other comprehensive loss | (1,267) | (1,726) |
| Total stockholders' equity attributable to SES | 187,059 | 214,755 |
| Non-controlling interests | 2 | — |
| Total equity | 187,061 | 214,755 |
| Total liabilities and stockholders' equity | $236,213 | $272,646 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
**SES AI Corporation**
**Condensed Consolidated Statements of Operations** **and Comprehensive Loss**
**(Unaudited)**
| (in thousands, except share and per share amounts) | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Revenue from contracts with customers: | | | | |
| Revenue | $5,072 | $3,527 | $11,783 | $9,320 |
| Cost of revenues | 3,925 | 927 | 9,421 | 2,163 |
| Gross profit | 1,147 | 2,600 | 2,362 | 7,157 |
| Operating expenses: | | | | |
| Research and development | 11,362 | 19,087 | 22,393 | 39,597 |
| General and administrative | 8,981 | 6,520 | 17,034 | 13,840 |
| Total operating expenses | 20,343 | 25,607 | 39,427 | 53,437 |
| Loss from operations | (19,196) | (23,007) | (37,065) | (46,280) |
| Other income: | | | | |
| Gain (Loss) on change in fair value of Sponsor Earn-Out liabilities | 16 | (1,443) | 4,224 | 6,436 |
| Interest income | 1,470 | 2,367 | 3,166 | 5,037 |
| Miscellaneous (expense) income, net | (63) | 100 | 218 | 396 |
| Total other income, net | 1,423 | 1,024 | 7,608 | 11,869 |
| Loss before income taxes | (17,773) | (21,983) | (29,457) | (34,411) |
| Provision for income taxes | (132) | (668) | (546) | (672) |
| Net loss | (17,905) | (22,651) | (30,003) | (35,083) |
| Less: Net income attributable to non-controlling interests | 2 | — | 2 | — |
| Net loss attributable to SES | (17,903) | (22,651) | (30,001) | (35,083) |
| Other comprehensive income (loss), net of tax: | | | | |
| Foreign currency translation adjustment | 27 | (283) | 739 | (236) |
| Unrealized gain (loss) on short-term investments | (55) | (55) | (280) | (75) |
| Total other comprehensive (loss) income, net of tax | (28) | (338) | 459 | (311) |
| Total comprehensive loss | $(17,931) | $(22,989) | $(29,542) | $(35,394) |
| Net loss per share attributable to common stockholders: | | | | |
| Basic and diluted | $(0.05) | $(0.07) | $(0.09) | $(0.11) |
| Weighted-average shares outstanding: | | | | |
| Basic and diluted | 336,324,962 | 331,731,923 | 334,592,319 | 330,539,801 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
**SES AI Corporation**
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited)
_Six Months Ended June 30, 2026_
| (in thousands, except share and per share amounts) | Class A and Class B / Common Stock / Shares | Class A and Class B / Common Stock / Amount | Additional / Paid-in-Capital | Accumulated / Deficit | Accumulated / Other Comprehensive / (Loss) Income | Non-Controlling / Interest | Total / Stockholders’ / Equity |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Balance – December 31, 2025 | 365,432,329 | $37 | $588,355 | $(371,911) | $(1,726) | — | $214,755 |
| Issuance of common stock upon exercise of stock options | 598,829 | — | 40 | — | — | — | 40 |
| Restricted stock units vested | 3,741,303 | — | — | — | — | — | — |
| Retirement of common shares | (1,181,733) | — | (2,054) | — | — | — | (2,054) |
| Stock-based compensation | — | — | 2,116 | — | — | — | 2,116 |
| Net loss | — | — | — | (12,098) | — | — | (12,098) |
| Unrealized loss on short-term investments | — | — | — | — | (225) | — | (225) |
| Foreign currency translation adjustments | — | — | — | — | 712 | — | 712 |
| Balance — March 31, 2026 | 368,590,728 | $37 | $588,457 | $(384,009) | $(1,239) | — | $203,246 |
| Issuance of common stock upon exercise of stock options | 852,569 | — | 136 | — | — | — | 136 |
| Restricted stock units vested | 2,314,705 | — | — | — | — | — | — |
| Retirement of common shares | (113,877) | — | (376) | — | — | — | (376) |
| Forfeitures of Earn-Out Restricted Shares | (495,878) | — | — | — | — | — | — |
| Stock-based compensation | — | — | 1,986 | — | — | — | 1,986 |
| Net (loss) income | — | — | — | (17,905) | — | 2 | (17,903) |
| Unrealized loss on short-term investments | — | — | — | — | (55) | — | (55) |
| Foreign currency translation adjustments | — | — | — | — | 27 | — | 27 |
| Balance — June 30, 2026 | 371,148,247 | $37 | $590,203 | $(401,914) | $(1,267) | $2 | $187,061 |
_Six Months Ended June 30, 2025_
| (in thousands, except share and per share amounts) | Class A and Class B / Common Stock / Shares | Class A and Class B / Common Stock / Amount | Additional / Paid-in-Capital | Accumulated / Deficit | Accumulated / Other Comprehensive / (Loss) Income | Total SES / Equity | Non-Controlling / Interest | Total / Stockholders’ / Equity |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance — December 31, 2024 | 361,557,285 | $36 | $579,378 | $(298,871) | $(2,233) | $278,310 | — | $278,310 |
| Issuance of common stock upon exercise of stock options | 50,000 | — | 8 | — | — | 8 | — | 8 |
| Restricted stock units vested | 3,284,079 | — | — | — | — | — | — | — |
| Forfeitures of Earn-Out Restricted Shares | (2,797) | — | — | — | — | — | — | — |
| Forfeitures of Restricted Stock Awards | (37,735) | — | (31) | — | — | (31) | — | (31) |
| Stock-based compensation | — | — | 3,973 | — | — | 3,973 | — | 3,973 |
| Net loss | — | — | — | (12,432) | — | (12,432) | — | (12,432) |
| Unrealized loss on short-term investments | — | — | — | — | (20) | (20) | — | (20) |
| Foreign currency translation adjustments | — | — | — | — | 47 | 47 | — | 47 |
| Balance — March 31, 2025 | 364,850,832 | $36 | $583,328 | $(311,303) | $(2,206) | $269,855 | — | $269,855 |
| Issuance of common stock upon exercise of stock options | 74,311 | 1 | 5 | — | — | 6 | — | 6 |
| Restricted stock units vested | 1,184,478 | — | — | — | — | — | — | — |
| Forfeitures of Earn-Out Restricted Shares | (11,869) | — | — | — | — | — | — | — |
| Forfeitures of Restricted Stock Awards | (47,825) | — | (327) | — | — | (327) | — | (327) |
| Stock issuance costs | — | — | (13) | — | — | (13) | — | (13) |
| Stock-based compensation | — | — | 2,695 | — | — | 2,695 | — | 2,695 |
| Net loss | — | — | — | (22,651) | — | (22,651) | — | (22,651) |
| Unrealized loss on short-term investments | — | — | — | — | (55) | (55) | — | (55) |
| Foreign currency translation adjustments | — | — | — | — | (283) | (283) | — | (283) |
| Balance — June 30, 2025 | 366,049,927 | $37 | $585,688 | $(333,954) | $(2,544) | $249,227 | — | $249,227 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
**SES AI Corporation**
**Condensed Consolidated Statements of Cash Flows**
**(Unaudited)**
| (in thousands) | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- |
| Cash Flows From Operating Activities | | |
| Net loss | $(30,003) | $(35,083) |
| Adjustments to reconcile net loss to net cash used in operating activities: | | |
| Gain from change in fair value of Sponsor Earn-Out liabilities | (4,224) | (6,436) |
| Stock-based compensation | 4,102 | 6,686 |
| Depreciation and amortization | 5,365 | 5,043 |
| Gain from change in fair value of deferred consideration | (1,044) | — |
| Accretion income from available-for-sale short-term investments | (839) | (1,734) |
| Other | 676 | 103 |
| Changes in operating assets and liabilities: | | |
| Accounts receivable | (2,864) | (2,059) |
| Inventories | (3,103) | 103 |
| Prepaid expenses and other assets | 54 | 2,338 |
| Right-of-use assets | 1,273 | 1,272 |
| Accounts payable | 149 | (25) |
| Lease liabilities | (1,394) | (1,350) |
| Accrued expenses and other liabilities | (1,775) | (2,512) |
| Net cash used in operating activities | (33,627) | (33,654) |
| Cash Flows From Investing Activities | | |
| Purchases of property and equipment | (986) | (1,720) |
| Purchase of short-term investments | (31,990) | (162,267) |
| Proceeds from the maturities of short-term investments | 103,581 | 80,800 |
| Net cash provided by (used in) investing activities | 70,605 | (83,187) |
| Cash Flows From Financing Activities | | |
| Payments for taxes withheld on vesting of restricted stock | (2,429) | (358) |
| Proceeds from stock option exercises | 176 | 13 |
| Net cash used in financing activities | (2,253) | (345) |
| Effect of exchange rates on cash | (175) | 199 |
| Net increase (decrease) in cash, cash equivalents and restricted cash | 34,550 | (116,987) |
| Cash, cash equivalents and restricted cash at beginning of period | 30,213 | 129,395 |
| Cash, cash equivalents and restricted cash at end of period | $64,763 | $12,408 |
| Supplemental Cash and Non-Cash Information: | | |
| Accounts payable and accrued expenses related to purchases of property and equipment | $327 | $1,005 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
**SES AI Corporation**
### **Notes to Condensed Consolidated Financial Statements**
**(Unaudited)**
**(Dollars in thousands, unless otherwise stated)**
### **Note 1. Nature of Business**
Organization
SES AI Corporation and its consolidated subsidiaries (together the “Company” or “SES”), is a leading developer and manufacturer of high-performance, artificial intelligence (“AI”)-enhanced Lithium-Metal (“Li-Metal”) and Lithium-ion (“Li-ion”) rechargeable battery technologies for electric vehicles (“EVs”), Urban Air Mobility (“UAM”), drones, robotics, Energy Storage Systems (“ESS”) and other applications. The Company’s mission is to accelerate the world’s energy transition through AI-enhanced material discovery and battery management. SES accelerates its pace of innovation by utilizing superintelligent AI across the spectrum of our business, from research and development, materials sourcing, cell design, engineering and manufacturing, to battery health and safety monitoring. The Company’s headquarters are located in Woburn, Massachusetts with research and development facilities located there, in Shanghai and Shenzhen, China, and in Chungju, South Korea. Principal operations have commenced, and the Company has derived revenue from its principal business activities starting in October 2024.
### Note 2. Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation
The accompanying condensed consolidated financial statements include the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reporting. Management believes that all adjustments necessary for the fair presentation of results, consisting of normally recurring items, have been included in the condensed consolidated financial statements for the interim periods presented. The results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the full year or any other future interim or annual periods. All intercompany balances and transactions have been eliminated in consolidation. The Company’s fiscal year ends on December 31.
The year-end balance sheet data was derived from audited consolidated financial statements. These unaudited interim condensed consolidated financial statements do not include all of the annual disclosures required by U.S. GAAP; accordingly, they should be read in conjunction with the audited consolidated financial statements and accompanying notes as of and for the year ended December 31, 2025 included in the 2025 Annual Report on Form 10-K.
Use of estimates
The preparation of these condensed consolidated financial statements in conformity with U.S. GAAP requires management to make use of estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of commitments and contingencies, and the reported amounts of revenues, if any, and expenses. The Company bases its estimates on available historical experience and on various other factors that the Company believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not apparent from other sources. Changes in estimates are reflected in reported results for the period in which they become known. Actual results may differ from those estimates.
Significant estimates and assumptions include those related to the valuation of (i) certain equity awards including, the Sponsor Earn-Out Shares (as defined below), and performance stock units, (ii) revenue from customers, (iii) deferred tax assets and uncertain income tax positions, (iv) the measurement of operating lease liabilities, (v) the evaluation of the recoverability of long-lived assets and intangible assets, including goodwill, (vi) fair value measurement of acquired intangible assets and deferred consideration, and (vii) warranty reserve. On an ongoing basis, the Company evaluates these judgments and estimates for reasonableness.
Accounts Receivable
As of December 31, 2024, our accounts receivable was $1.0 million.
Inventories
Inventory is stated at the lower of average cost or net realizable value on a first-in, first-out basis. Inventory costs include purchase of materials, freight, storage, hauling, and certification costs. The cost-basis of the Company’s inventory is reduced for any products that are considered excessive or obsolete based upon assumptions about future demand and market conditions. Once established, write-downs of inventory are considered permanent adjustments to the cost basis of inventory and cannot be reversed due to subsequent increases in demand forecasts. As of June 30, 2026 and December 31, 2025, the Company did not have excess or obsolete inventory reserves.
Inventories consisted of the following:
| (in thousands) | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Inventories: | | |
| Raw materials | $6,123 | $3,327 |
| Work-in-process | 648 | 27 |
| Finished goods | 1,507 | 1,110 |
| In-transit | 157 | 690 |
| Total inventories | $8,435 | $5,154 |
Fair Value Measurements
Fair value is defined as an exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, the Company considers the principal or most advantageous market in which it would transact, and it also considers assumptions that market participants would use when pricing the asset or liability.
The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. GAAP establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is as follows:
Level 1 Observable inputs such as quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
Level 2 Inputs other than the quoted prices in active markets that are observable either directly or indirectly.
Level 3 Unobservable inputs in which there are little or no market data and which require the Company to develop its own assumptions.
Certain of the Company’s financial instruments, including cash and cash equivalents, accounts payable, accrued expenses and other current liabilities are carried at cost, which approximates their fair value because of their short-term nature. The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis:
| (in thousands) / June 30, 2026 | Level 1 | Level 2 | Level 3 | Total |
| --- | --- | --- | --- | --- |
| Current Assets | | | | |
| Cash equivalents in money market funds (Note 5) | $28,066 | — | — | $28,066 |
| U.S. treasury securities (Note 6) | 98,198 | — | — | 98,198 |
| Equity securities(1) (Note 6) | 664 | — | — | 664 |
| Total current assets at fair value | $126,928 | — | — | $126,928 |
| Current Liabilities | | | | |
| Deferred consideration, current(2) | — | — | 7,966 | 7,966 |
| Total current liabilities at fair value | — | — | $7,966 | $7,966 |
| Long-term Liabilities | | | | |
| Sponsor Earn-Out liabilities | — | — | 3,571 | 3,571 |
| Total long-term liabilities at fair value | — | — | $3,571 | $3,571 |
| December 31, 2025 | | | | |
| Current Assets | | | | |
| Cash equivalents in money market funds (Note 5) | $15,554 | — | — | $15,554 |
| U.S. treasury securities (Note 6) | 169,229 | — | — | 169,229 |
| Equity securities(1) (Note 6) | 862 | — | — | 862 |
| Total current assets at fair value | $185,645 | — | — | $185,645 |
| Current Liabilities | | | | |
| Deferred consideration, current(2) | — | — | 1,093 | 1,093 |
| Total current liabilities at fair value | — | — | $1,093 | $1,093 |
| Long-term Liabilities | | | | |
| Sponsor Earn-Out liabilities | — | — | 7,795 | 7,795 |
| Deferred consideration, non-current(2) | — | — | 7,677 | 7,677 |
| Total long-term liabilities at fair value | — | — | $15,472 | $15,472 |
(1) Fair value was determined using publicly quoted market prices obtained from third-party sources in their respective markets.
(2) Fair value was determined using the Black Scholes option pricing formula capped call and capped put methodology using risk adjusted discount rate for the revenue and adjusted revenue forecasts.
There were no transfers in or out of Level 3 measurements during the three and six months ended June 30, 2026 and 2025.
Recently Issued Accounting Pronouncements
In November 2024, the FASB issued ASU No. 2024-03, *Disaggregation of Income Statement Expenses*, which requires more detailed information about the types of expenses included in certain expense captions presented on the consolidated statements of operations. Additionally, this amendment requires the disclosure of a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively and the disclosure of the total amount of selling expenses. The new standard is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. We are currently evaluating the impact of adoption on our consolidated financial statements.
In July 2025, the FASB issued ASU 2025-05, *Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets*, which allows for a practical expedient election to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset in the development of a reasonable and supportable forecast as part of estimating expected credit losses. The new standard is effective for annual periods beginning after December 15, 2025, with early adoption permitted. We are currently evaluating the impact of adoption on our consolidated financial statements.
In September 2025, the FASB issued ASU No. 2025-06, *Targeted Improvements to the Accounting for Internal-Use Software*, which removes references to project stages and clarifies the timing of capitalizing costs based on certain thresholds. Additionally, this amendment requires certain disclosures in the notes to the financial statements regardless of financial statement presentation of software costs. The new standard is effective for annual periods beginning after December 15, 2027, and interim periods within those annual reporting periods with early adoption permitted. We are currently evaluating the impact of adoption on our consolidated financial statements.
In December 2025, the FASB issued ASU No. 2025-10, *Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities*, which adds guidance to ASC 832 on the recognition, measurement, and presentation of government grants. The new standard is effective for annual periods beginning after December 15, 2028, and interim periods within those annual reporting periods with early adoption permitted. We are currently evaluating the impact of adoption on our consolidated financial statements.
The Company has reviewed all accounting pronouncements issued during the three months ended June 30, 2026 and concluded that they were either not applicable or not expected to have a material impact on the Company’s condensed consolidated financial statements.
### **Note 3. Acquisitions**
*Acquisition of Shenzhen UZ Energy Co. Ltd.*
On July 25, 2025, our wholly owned subsidiary, SES AI International I Pte Ltd, entered into a Share Transfer and Share Purchase Agreement (the “Agreement”) with UZ Energy and its shareholders to acquire 100% of the share capital of Shenzhen UZ Energy Co. Ltd. (“UZ Energy”), a China-based battery energy storage system manufacturer. The acquisition closed on September 15, 2025 (the “Closing”). The acquisition of UZ Energy was accounted for as a business combination and the results of UZ Energy’s operations from the date of closing have been included in our condensed consolidated financial statements.
The aggregate consideration for the acquisition of UZ Energy was approximately RMB 183.5 million ($25.8 million), consisting of the purchase consideration of approximately RMB 93.5 million ($13.1 million) and a capital contribution of RMB 90.0 million ($12.6 million) made by the Company in exchange for newly issued shares of UZ Energy. Purchase consideration consisted of cash payments of approximately RMB 23.5 million ($3.3 million), which was paid during the fourth quarter of 2025, and deferred consideration of approximately RMB 70.0 million ($8.0 million) tied to performance targets, assuming such targets are met but not exceeded. At the Closing, total purchase consideration was valued at RMB 83.3 million ($12.0 million), reflecting the acquisition date fair value of the deferred cash payments. The capital contribution was excluded from purchase consideration as the proceeds will remain with UZ Energy and will be used for working capital requirements.
The deferred consideration is contingent on UZ Energy meeting specified thresholds relating to revenue and cash balances for fiscal years 2025 and 2026. As of the Closing, the fair value of the deferred consideration was estimated using a Black-Scholes option-pricing model. As of June 30, 2026, the possible outcomes for the range of deferred cash payments, on an undiscounted basis, are from $1.5 million to $12.2 million. The analysis considered, among other items, contractual terms of the Agreement, the Company’s discount rate, the timing of expected future cash flows and the probability that the revenue and cash balance thresholds required for payment of the deferred consideration will be achieved. The Company recorded the acquisition date fair value of the short-term portion of the deferred payment liability within deferred consideration, current.
The purchase price was allocated to the assets acquired and liabilities assumed based on the estimated fair values at the date of acquisition. The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill. Goodwill is primarily attributed to the expected synergies from future expected economic benefits, including enhanced revenue growth from expanded products and capabilities related to ESS, as well as substantial cost savings from duplicative overheads, streamlined operations and enhanced efficiency. Goodwill is not deductible for tax purposes. The following table summarizes the preliminary allocation of the purchase price (in thousands):
| | |
| --- | --- |
| Cash and cash equivalents | $795 |
| Accounts receivable | 1,139 |
| Inventory | 3,807 |
| Prepaid expenses and other current assets | 3,465 |
| Property, plant and equipment | 1,023 |
| Intangible assets | 1,753 |
| Goodwill | 13,272 |
| Other assets | 195 |
| Accounts payable | (2,644) |
| Accrued expenses and other current liabilities | (1,828) |
| Deferred revenue | (6,862) |
| Operating lease liability | (174) |
| Note payable, current | (1,966) |
| Total | $11,975 |
The above fair values of assets acquired and liabilities assumed are preliminary and are based on the information that was available as of the reporting date. The fair values include Level 3 unobservable inputs and were determined using generally accepted valuation techniques. The Company’s allocation of the purchase price to certain assets acquired and liabilities assumed is provisional and the Company will continue to adjust those estimates as additional information pertaining to events or circumstances present as of the closing becomes available and final valuation and analysis are completed. The Company will finalize the purchase price allocation no later than one year from the acquisition date.
The following table presents a reconciliation of the deferred consideration liability:
_(in thousands)_
| | |
| --- | --- |
| Balance as of December 31, 2025 | $8,770 |
| Additions during the year | — |
| Payments during the year | — |
| Change in fair value | (1,048) |
| Foreign exchange impact | 244 |
| Balance as of June 30, 2026 | $7,966 |
The deferred consideration liability, which was measured at fair value on the Closing, and was remeasured to fair value for actual 2025 results and expected 2026 results. The change in fair value was recorded within miscellaneous expense, net of the Company’s Consolidated Statements of Operations and Comprehensive Loss.
The following table sets forth the components of the identifiable intangible assets acquired and their estimated fair values and useful lives as of the date of the acquisition:
| (in thousands) | Fair Value | Weighted Average Useful Lives |
| --- | --- | --- |
| Patents | $1,685 | 15 years |
| Trademarks | 68 | 15 years |
| Total acquired intangible assets | $1,753 | |
The amount of revenue and pre-tax loss the Company recognized from the acquired company during the period ended June 30, 2026, which is included in the consolidated statements of operations and comprehensive loss, was approximately $9.5 million and $1.3 million, respectively.
The Company has not included pro-forma financial information for the acquisition of UZ Energy in these condensed consolidated financial statements. It was determined that the preparation of such information is impracticable as UZ Energy was a foreign, privately held entity that did not historically maintain financial statements in accordance with the U.S. GAAP. The Company has, however, included the results of UZ Energy's operations in its condensed consolidated financial statements from the Closing date forward.
### Note 4. Revenue
We disaggregate our revenue from customers by the type of arrangement, primarily from the sale of battery products and energy storage system products as well as from providing research and development services, as this depicts how the nature, amount, timing, and cash flows are affected by economic factors. The following table summarizes the Company’s disaggregated revenue:
| (in thousands) | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Revenue from customers: | | | | |
| Product revenue | $5,065 | — | $11,510 | $9 |
| Service revenue | 7 | 3,527 | 273 | 9,311 |
| Total | $5,072 | $3,527 | $11,783 | $9,320 |
During the three months ended June 30, 2026, the Company recognized a constraint on variable consideration of $0.8 million for deferred income expected to be earned over the next three years. The constraint was recognized because the multi-year contract has not been executed and SES only has the right to bill for first year consideration. We expect this fully constrained balance to reverse in future periods upon the execution of the contract.
*Contract Assets*
The Company records accounts receivable when the right to consideration is unconditional, subject only to the passage of time. Contract assets primarily relate to product shipments. The Company does not have the right to bill and collect revenue for certain performance obligations until the milestone is complete. Estimated revenue related to certain product shipments cannot be billed or collected until customer acceptance of the product is completed. Contract assets are included in prepaid and other current assets in the Company's consolidated balance sheets. The following table reflects the change in contract assets for the three and six months ending June 30, 2026 and 2025, respectively:
| (in thousands) | 2026 | 2025 |
| --- | --- | --- |
| Balance at December 31, | $1,125 | — |
| Additions | 6,872 | — |
| Billings to customer | (6,436) | — |
| Balance at March 31, | $1,561 | — |
| Additions | 3,066 | — |
| Billings to customer | (2,975) | — |
| Balance at June 30, | $1,652 | — |
*Contract Liabilities*
Contract liabilities primarily relate to the advance consideration received from customers. Contract liabilities are included in accrued expenses and other current liabilities in the Company’s consolidated balance sheets. The following table reflects the change in contract liabilities for the three and six months ending June 30, 2026 and 2025, respectively:
| (in thousands) | 2026 | 2025 |
| --- | --- | --- |
| Balance at December 31, | $2,669 | — |
| Additions | 2,082 | — |
| Revenue recognized | (2,597) | — |
| Foreign exchange adjustments | 180 | — |
| Balance at March 31, | $2,334 | — |
| Additions | 1,454 | — |
| Revenue recognized | (1,444) | — |
| Foreign exchange adjustments | (162) | — |
| Balance at June 30, | $2,182 | — |
*Warranty Liability*
Warranty expense is recorded in cost of revenues and the related liabilities are record in accrued expenses and other current liabilities and other liabilities based on expected warranty term. The following table reflects the change in warranty liability for the three and six months ending June 30, 2026:
| (in thousands) | 2026 | 2025 |
| --- | --- | --- |
| Balance at December 31, | $387 | — |
| Additions | 105 | — |
| Warranty claims | (14) | — |
| Foreign exchange adjustments | 5 | — |
| Balance at March 31, | $483 | — |
| Additions | 47 | — |
| Warranty claims | (12) | — |
| Foreign exchange adjustments | 9 | — |
| Balance at June 30, | $527 | — |
### Note 5. Cash and Cash Equivalents
Cash, cash equivalents, and restricted cash consisted of the following:
| (in thousands) | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Cash | $36,070 | $13,987 |
| Money market funds | 28,066 | 15,554 |
| Total cash and cash equivalents | 64,136 | 29,541 |
| Restricted cash included in other assets | 627 | 672 |
| Total shown in the unaudited condensed consolidated statements of cash flows | $64,763 | $30,213 |
Restricted cash includes cash held in checking and money market funds as collateral to secure certain insurance policies and a letter of credit for corporate lease activity.
### Note 6. Short-Term Investments
*Marketable Securities*
The following table provides amortized costs, gross unrealized gains and losses, and fair values for the Company’s investments in available-for-sale U.S. treasury securities as of June 30, 2026 and December 31, 2025, which have maturity dates that range from 2 month to 7 months and 1 month to 10 months, respectively. Fair value was determined using market prices obtained from third-party sources. Realized gains or losses were insignificant for the three and six months ended June 30, 2026 and 2025.
| June 30, 2026 / (in thousands) | Amortized Cost | Gross / Unrealized Gains | Gross / Unrealized Losses | Fair Value |
| --- | --- | --- | --- | --- |
| Short-term U.S. treasury securities | $98,294 | — | $(96) | $98,198 |
| Total | $98,294 | — | $(96) | $98,198 |
| December 31, 2025 | | Gross | Gross | |
| (in thousands) | Amortized Cost | Unrealized Gains | Unrealized Losses | Fair Value |
| Short-term U.S. treasury securities | $169,046 | $183 | — | $169,229 |
| Total | $169,046 | $183 | — | $169,229 |
The Company has an available-for-sale equity security investment with an initial cost of $0.5 million. As of June 30, 2026 and December 31, 2025, the investment had a fair value of $0.7 million and $0.9 million, respectively. The Company recorded an unrealized loss of $0.2 million and an unrealized gain of $0.3 million for the six months ended June 30, 2026 and 2025, respectively, and no change and a $0.1 million unrealized gain in fair value for the three months ended June 30, 2026, and 2025, respectively. This change in fair value is recorded within miscellaneous (expense) income, net in the condensed consolidated statements of operations and comprehensive loss.
### Note 7. Accrued Expenses and Other Current Liabilities
The components of accrued expenses and other current liabilities consisted of the following:
| (in thousands) | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Employee compensation and related costs | $3,721 | $4,347 |
| Vendor project charges | 3,000 | 3,000 |
| Contract liabilities | 2,182 | 2,669 |
| Professional and consulting services | 1,149 | 891 |
| Short-term notes payables | 442 | 830 |
| Income taxes payable | 967 | 490 |
| Software services | — | 769 |
| Other | 1,855 | 2,075 |
| Total | $13,316 | $15,071 |
### **Note 8. Government Grant**
In December 2022, the Company was awarded a grant (the “Grant”) from certain Korean government agencies. The incentives received under the Grant, which is in the form of cash, can be used for facilities related expenses and the purchase of property and equipment. The Company is required to adhere to the following conditions attached to the incentives, which include purchase of a government grant guarantee insurance policy, required minimum investments into specified spending categories and the creation of a minimum amount of permanent full-time jobs in a certain geographical location over the next five years, with the option to extend to 10 years by remaining in a certain geographical location. If determined that we were ineligible to receive the Grant, we could be required to repay the Grant in entirety with interest. The Company has yet to fulfill the required minimum investment and minimum employment conditions hence interest payable was recorded. Compliance with these conditions will continue to be monitored over the remaining grant period.
As of June 30, 2026 and December 31, 2025, the Company has received, but not yet earned, cash grants of 12.0 billion Korean won. These principal balances are equivalent to $7.7 million and $8.1 million, after translation, as of June 30, 2026 and December 31, 2025, respectively, which after including interest, is disclosed as unearned government grant in the condensed consolidated balance sheets.
### Note 9. Sponsor Earn-Out Liabilities
The Sponsor Earn-Out shares in Tranche 2 through Tranche 5 have been measured at their estimated fair value using a Monte Carlo simulation valuation model. Inherent in the valuation model are assumptions related to expected stock price volatility, risk-free interest rate, expected term, and dividend yield. The key inputs used in the Monte Carlo simulation model at their respective measurement dates were as follows:
| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Expected term (in years) | 5.7 | 5.7 |
| Risk free rate | 4.18% | 3.77% |
| Expected volatility | 100.0% | 100.0% |
| Expected dividends | 0% | 0% |
| Stock price | $0.96 | 1.80 |
The stock price is based on the closing price of the Company’s Class A common stock as of the valuation date and simulated through the end of the earn-out period following Geometric Brownian Motion. The Company estimates the volatility of its common stock by using a weighted average of historical volatilities of SES’s shares and warrants and select peer companies’ common stock that matches the expected term of the awards (range of the weighted average of volatility was 92.9% - 99.9% and 96.2% - 101.2% as of June 30, 2026 and December 31, 2025, respectively). The expected term is derived from a probability weighted model, considering a number of inputs, including the probability of a change in control. The risk-free interest rate is based on the yield curve for zero-coupon U.S. Treasury notes with maturities corresponding to the expected term of the awards. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.
The following table provides a reconciliation of the beginning and ending balances for the Sponsor Earn-Out liabilities:
| (in thousands) | |
| --- | --- |
| Balance at December 31, 2025 | $7,795 |
| Change in fair value | (4,224) |
| Balance at June 30, 2026 | $3,571 |
| Balance at December 31, 2024 | $9,472 |
| Change in fair value | (6,436) |
| Balance at June 30, 2025 | $3,036 |
### Note 10. Commitments and Contingencies
Commitments
In December 2021, the Company amended the lease agreement for an office space in Woburn, Massachusetts. The amendment includes an obligation for the Company to pay monthly relinquishment charges (equal to the total rental obligation for the duration of the lease term) only if the new tenant does not pay the monthly rental amount and the lessor has provided a notice to collect the relinquishment charges from the Company. As of June 30, 2026, the Company assessed the probability of any liability to be incurred for relinquishment charges as remote.
Deferred Consideration
Under the terms of the acquisition agreement for UZ Energy, the Company recognized contingent liabilities related to purchase consideration payments to UZ Energy shareholders. These payments are contingent on meeting specified thresholds relating to revenue and cash balances for fiscal years 2025 and 2026, which are further detailed in Note 3.
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.
*Securities Class Action Litigation*
On April 27, 2026, a putative class action lawsuit was filed in the United States District Court for the District of Massachusetts against the Company and certain of the Company’s current officers, by alleged shareholders of the Company on behalf of purchasers of Class A Common Stock between January 2025 and March 2026. The complaint alleges claims under Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 thereunder, and alleges that the Company made false statements and/or omissions in its SEC and other public disclosures about its business prospects, and, as a result, the plaintiff suffered damages in an unspecified amount. The Company intends to defend itself vigorously against the claims and to take the necessary steps to endeavor to have them dismissed. Based on information available at the litigation’s current stage, the Company cannot reasonably predict its outcome or any potentially associated losses, which are inherently uncertain.
*Shareholder Derivative Litigation*
On July 6, 2026, a shareholder derivative action was filed in the United States District Court for the District of Massachusetts against certain of the Company’s current and former directors, with the Company as nominal defendant, by alleged shareholders of the Company. The complaint alleges that the individual defendants breached various duties to the Company and contains additional similar allegations based on the same general allegations in the class action described under “Securities Class Action Litigation.” The Company intends to defend itself vigorously against the claims and to take the necessary steps to endeavor to have them dismissed. Based on information available at the litigation’s current stage, the Company cannot reasonably predict its outcome or any potentially associated losses, which are inherently uncertain.
On August 3, 2026, a second shareholder derivative lawsuit was filed in the United States District Court for the District of Massachusetts against certain of the current and former members of the Board of Directors, with the Company as nominal defendant, by alleged shareholders of the Company. The complaint alleges that the individual defendants breached various duties to the Company and contains additional similar allegations based on the same general allegations in the class action described under "Securities Class Action Litigation".
The Company intends to defend itself vigorously against the claims and to take the necessary steps to endeavor to have them dismissed. Based on information available at the litigation’s current stage, the Company cannot reasonably predict its outcome or any potentially associated losses, which are inherently uncertain
*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 11. Income Taxes
The Company’s effective tax rate for the three and six months ended June 30, 2026 was (0.6)% and (1.5)%, respectively, compared with (3.4)% and (2.1)% for the three and six months ended June 30, 2025. The difference between the provision for income taxes and the income tax determined by applying the statutory federal income tax rate of 21% principally results from income taxes on earnings from its foreign tax jurisdictions offset by losses generated in the U.S. where no benefit was recorded because the Company had fully reserved its deferred tax assets as of June 30, 2026 and December 31, 2025 and the recording of uncertain tax positions and interest expense.
### Note 12. Net Loss Per Share
Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted net loss per share is computed by dividing net loss, as adjusted for changes in fair value recognized in earnings from equity contracts classified as liabilities, by the weighted average number of common shares outstanding and, when dilutive, common share equivalents from outstanding stock options and restricted stock units (using the treasury-stock method). The weighted-average number of common shares used in the computation of basic and diluted net loss per share were as follows:
| (in thousands, except share and per share amounts) | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Numerator: | | | | |
| Net loss attributable to common stockholders - basic | $(17,905) | $(22,651) | $(30,003) | $(35,083) |
| Denominator: | | | | |
| Weighted average shares of common stock outstanding - basic and diluted | 336,324,962 | 331,731,923 | 334,592,319 | 330,539,801 |
| Net loss per share attributable to common stockholders - basic and diluted | $(0.05) | $(0.07) | $(0.09) | $(0.11) |
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:
| Line item | As of June 30, 2026 | As of June 30, 2025 |
| --- | --- | --- |
| Escrowed earn-out shares | 27,690,978 | 27,690,978 |
| Options to purchase common stock | 3,980,327 | 5,922,855 |
| Public warrants | 9,199,947 | 9,199,947 |
| Sponsor Earn-Out Shares | 5,520,000 | 5,520,000 |
| Private warrants | 5,013,333 | 5,013,333 |
| Unvested RSUs | 14,883,700 | 14,236,250 |
| Unvested PSUs | 3,387,297 | 5,784,050 |
| Earn-out Restricted Shares | 246,402 | 742,399 |
| --- | --- | --- |
| Unvested RSAs | — | 63,749 |
| Total | 69,921,984 | 74,173,561 |
### **Note 13. 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 regularly reviewed by the CODM is summarized into the following significant expense categories:
| (in thousands) | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Compensation and benefits | $8,254 | $7,930 | $16,024 | $14,299 |
| Stock compensation | 1,994 | 2,797 | 4,102 | 6,728 |
| Lab and equipment | 757 | 3,074 | 1,228 | 8,883 |
| General and administrative | 2,426 | 4,091 | 6,049 | 7,993 |
| Professional services | 2,700 | 6,080 | 5,900 | 12,165 |
| Facility | 2,680 | 1,444 | 4,095 | 2,991 |
| Marketing and sales | 1,532 | 191 | 2,029 | 378 |
| Total | $20,343 | $25,607 | $39,427 | $53,437 |
*Geographic & Concentration Information*
For the three and six months ended June 30, 2026, revenue outside of the United States, based on customer billing address, was 90% and 89% of total revenue, respectively. For the three and six months ended June 30, 2026, there was no significant revenue concentration. As of June 30, 2026, there were two customers that accounted for 29% and 12% of accounts receivable, respectively.
### **Note 14. Variable Interest Entities**
A variable interest entity ("VIE") is an entity that either (i) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support or (ii) has equity investors who lack the characteristics of owning a controlling financial interest. When SES determines that it has a variable interest in a VIE, a qualitative evaluation is performed to assess which interest holders have the power to direct the activities that most significantly impact the economic performance of the entity and have the obligation to absorb losses or receive benefits that could be significant to the entity. The evaluation considers the purpose and design of the business, the risks that the business was designed to create and pass along to other entities, the activities of the business that can be directed and which party can direct them, and the expected relative impact of those activities on the economic performance of the business through its life. SES has the power to direct the activities of an entity when it has the ability to make key operating and financing decisions, including, but not limited to, capital investment and the issuance of debt. Based on the evaluation of these criteria, SES has determined it is the primary beneficiary of certain entities and as such is required to account for the VIEs on a consolidated basis.
Hisun VIE
On October 29, 2025, SES entered into an agreement (the “Agreement”) with Hisun New Energy Material Ltd Co. (“Hisun”) to form Molecular Universe Materials Pte. Ltd. (the “MUMPL”), a Singapore private limited company, to supply and sell battery electrolytes globally. The JVC was formed in April 2026 upon SES’s initial $3.0 million cash contribution.
Total initial equity capitalization is expected to be $5.0 million, of which SES is required to contribute $4.5 million, or 90%, and Hisun is required to contribute $0.5 million, or 10%. As of June 30, 2026, SES had funded $3.0 million with the remaining $1.5 million required to be funded by Q3 2026. No non-cash assets or intellectual property were contributed as equity capital. Intellectual property and services provided by SES and Hisun are made available to the MUMPL under separate commercial agreements.
The JVC is a variable interest entity because its equity investment at risk is not sufficient to permit it to finance its activities without additional subordinated financial support, as SES is contractually obligated to fund all working capital reasonably required for its operations. SES concluded it is the primary beneficiary because it has the contractual right to appoint a majority of the MUMPL's board of directors and its senior management and therefore directs the activities that most significantly impact the MUMPL's economic performance. Hisun's board and consent rights are protective and are not substantive participating rights. Accordingly, SES consolidates the MUMPL from the date of formation, and Hisun's 10% interest is presented as a noncontrolling interest within permanent equity.
SES holds a unilateral option, exercisable beginning on the third anniversary of the Agreement, to purchase Hisun's shares at fair market value. The option is not accounted for as a derivative because the underlying shares are not readily convertible to cash.
As of June 30, 2026, the JVC's assets consisted of $1.7 million of cash and cash equivalents, $1.4 million of accounts receivable, $0.3 million in prepaids, and liabilities of $0.4 million in accounts payable and other current liabilities, each included in the corresponding captions of the condensed consolidated balance sheet. Other than the initial contributions and working capital funding obligation described above, SES has not provided, and is not contractually required to provide, financial support to the JVC.
## Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
*The following discussion and analysis provides information which our management believes is relevant to an assessment and understanding of our consolidated results of operations and financial condition. The following discussion and analysis should be read in conjunction with the accompanying condensed consolidated financial statements as of and for the three and six months ended June 30, 2026 and the related notes included in this Quarterly Report on Form 10-Q and our audited consolidated financial statements as of and for the year ended December 31, 2025 and the related notes contained in the 2025 Annual Report on Form 10-K. This Quarterly Report on Form 10-Q includes forward-looking statements. These forward-looking statements within the meaning of the federal securities law are based on our current expectations and beliefs concerning future developments and their potential effects on us. These forward-looking statements are not statements of historical fact and may include statements regarding possible or assumed future results of operations. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Factors that might cause or contribute to such forward-looking statements include, but are not limited to, those set forth in Part II, Item 1A of this Quarterly Report on Form 10-Q and in Item 1A. Risk Factors in the 2025 Annual Report on 10-K. References in this section to our future plans that indicate the timing of when we expect such plans to be completed by a certain year mean at any point during that year.*
**Overview**
We are a leading developer and manufacturer of high-performance, AI-enhanced Lithium-Metal (“Li-Metal”) and Lithium-ion (“Li-ion”) rechargeable battery technologies for electric vehicles (“EVs”), Urban Air Mobility (“UAM”), drones, robotics, Energy Storage Systems (“ESS”) and other applications. The Company’s mission is to accelerate the world’s energy transition through AI-enhanced material discovery and battery management. SES accelerates its pace of innovation by utilizing superintelligent AI across the spectrum of our business, from research and development, materials sourcing, cell design, engineering and manufacturing, to battery health and safety monitoring.
**Key Trends, Opportunities and Uncertainties**
Historical Performance
We are an early-stage growth company. We incurred net losses of $17.9 million and $22.7 million for the three months ended June 30, 2026 and 2025, respectively, and $30.0 million and $35.1 million for the six months ended June 30, 2026 and 2025, respectively, and had an accumulated deficit of $401.9 million and $334.0 million from our inception through June 30, 2026 and 2025, respectively. We expect to sustain substantial operating expenses, without generating sufficient revenues to cover expenditures, for several years. Our historical results may not be indicative of our future results for reasons that may be difficult to anticipate and our ability to generate revenue in the future
that is sufficient to achieve profitability will depend largely on the successful development of our products and services. Accordingly, the drivers of our future financial results, as well as the components of such results, may not be comparable to our historical results of operations
We believe that our performance and future success depend on several factors that present significant opportunities for us but also pose significant risks and challenges, including those discussed below and in “Part I, Item 1A. Risk Factors.”
Acquisition of UZ Energy
We believe that the acquisition of UZ Energy strengthens our capabilities in the ESS market and will provide opportunities for revenue generation. See “Note 3 – Acquisition” of our accompanying consolidated financial statements for further discussion.
Commercialization of Molecular Universe
We believe that the commercialization of the Molecular Universe platform represents a significant opportunity to drive future revenue growth and margin expansion, as it should enable us to offer differentiated AI-driven solutions to customers. We expect that successful adoption of Molecular Universe, both as a software product and as an integrated component of our hardware and software offerings, could increase revenues and improve gross margins over time. However, we also recognize that the market for AI-based scientific discovery tools is nascent and rapidly evolving, and that the pace of adoption and competitive dynamics are uncertain. If adoption is slower than anticipated or if competing platforms gain traction, our ability to achieve revenue growth and profitability could be adversely affected.
Shift to Manufacturing with Hisun
Our strategic shift away from in-house manufacturing of certain battery materials, and the announcement of a fully consolidated variable interest entity with Hisun to produce novel materials at commercial scale, is expected to reduce capital intensity and accelerate time-to-market for new products. We anticipate that this approach will allow us to scale more efficiently and address a broader customer base, which could positively impact future revenues. However, the transition introduces new uncertainties, including the risk of production delays, quality control challenges, and dependence on third-party manufacturing partners. These factors could result in variability in cost of goods sold, potential supply chain disruptions, and fluctuations in cash flows. See “Note 14 – Variable Interest Entities” of our accompanying consolidated financial statements for further discussion.
NDAA-Compliant Drone Cell Manufacturing
Our plan to develop NDAA-compliant manufacturing capacity for drone cells is intended to position us to capture new business from U.S. government and defense-related customers, which we believe could be a driver of future revenue growth. NDAA compliance may also enhance our competitive positioning and open additional market opportunities. However, this initiative will require substantial capital investment and ongoing compliance costs, and there is uncertainty regarding the timing and magnitude of customer demand. If we are unable to achieve commercial-scale production or if demand for NDAA-compliant drone cells does not materialize as expected, we could experience underutilization of assets and negative impacts on cash flows.
Results of Operations
The following table sets forth our historical operating results for the periods indicated:
| (in thousands) | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | $ / Change | % / Change |
| --- | --- | --- | --- | --- |
| Revenue from customers | $5,072 | $3,527 | $1,545 | 43.8% |
| Cost of revenue | 3,925 | 927 | 2,998 | 323.4% |
| Gross profit | 1,147 | 2,600 | (1,453) | (55.9)% |
| Operating Expenses | | | | |
| Research and development | 11,362 | 19,087 | (7,725) | (40.5)% |
| General and administrative | 8,981 | 6,520 | 2,461 | 37.7% |
| Total operating expenses | 20,343 | 25,607 | (5,264) | (20.6)% |
| Loss from operations | $(19,196) | $(23,007) | $3,811 | (16.6)% |
| (in thousands) | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | $ / Change | % / Change |
| --- | --- | --- | --- | --- |
| Revenue from customers | $11,783 | $9,320 | $2,463 | 26.4% |
| Cost of revenue | 9,421 | 2,163 | 7,258 | 335.6 |
| --- | --- | --- | --- | --- |
| Gross profit | 2,362 | 7,157 | (4,795) | (67.0)% |
| Operating Expenses | | | | |
| Research and development | 22,393 | 39,597 | (17,204) | (43.4)% |
| General and administrative | 17,034 | 13,840 | 3,194 | 23.1% |
| Total operating expenses | 39,427 | 53,437 | (14,010) | (26.2)% |
| Loss from operations | $(37,065) | $(46,280) | 9,215 | (19.9)% |
Factors Affecting Operating Results
*Revenue from Customers*
For the three and six months ended June 30, 2026 and 2025, we generate revenue from two primary sources:
- *Product revenue* generally consists of sales of residential and commercial ESS systems, Li-ion and Li-metal based battery cells for drones, and battery materials such as electrolytes sold to automotive OEMs and other manufacturers.
- *Service revenue* generally consists of services for the discovery, design and development of Li-ion and Li-Metal battery materials in accordance with the customer’s specifications.
Revenue from customers for the three and six months ended June 30, 2026 was $5.1 million and $11.8 million, respectively. Revenue increased by $1.5 million and $2.5 million, respectively, compared to the three and six months ended June 30, 2025, which had revenue of $3.5 million and $9.3 million, respectively. The increased revenue was primarily driven by increased product revenue for ESS system sales from UZ Energy, which was acquired in third quarter of 2025. The increase in product revenue was offset by a decrease in service revenue from OEMs after completion of the contract service periods in the fourth quarter of 2025.
Services revenue decreased $3.5 million and $9.0 million for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025. Product revenue increased $5.1 million and $11.5 million for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025. Refer to “Note 4 – Revenue” to the condensed consolidated financial statements for additional information.
*Cost of Revenue*
Cost of revenue includes materials, labor, depreciation and amortization expense, inventory, freight costs, warranty, and other direct costs related to manufacturing our products and service contracts. Labor consists of personnel-related expenses such as salaries, benefits, and stock-based compensation.
Costs of revenue for the three and six months ended June 30, 2026 were $3.9 million and $9.4 million, respectively. Cost of revenue increased by $3.0 million and $7.3 million, or 323% and 336%, respectively, compared to the three and six months ended June 30, 2025, which had costs of revenue of $0.9 million and $2.2 million, respectively. The increased costs of revenue was primarily driven by increased product revenue for ESS system sales from UZ Energy, which was acquired in third quarter of 2025, while service revenue from OEMs decreased due to the end of the service period in the fourth quarter of 2025
*Gross Profit Margin*
Gross profit margin has been and will continue to fluctuate over time affected by a variety of factors, including the average sales price of our product and service offerings and changes in our mix of revenue between ESS systems, drone batteries, battery materials and service offerings to automotive OEMs and other manufacturers.
Gross margin for the three and six months ended June 30, 2026 and 2025 were 22.6% and 20.0% as well as 73.7% and 76.8%, respectively. The decrease was primarily due to the effect of changing revenue mix between product and service offerings.
*Research and Development*
We are an early-stage growth company conducting business activities through one operating segment. Research and development expenses include personnel-related expenses, such as salaries, benefits, and stock-based compensation, for scientists, experienced engineers and technicians. These expenses also cover materials and supplies used in product research and development, process engineering efforts and
testing, payments made to consultants, and patent related legal costs. Furthermore, they encompass depreciation, allocated facilities expenses, and information technology costs, including costs incurred for renting graphic processing units (“GPUs”) to train AI models.
Research and development expenses for the three months ended June 30, 2026 decreased $7.7 million, or 40.5%, to $11.4 million, compared with $19.1 million for the three months ended June 30, 2025. This decrease was primarily driven by a $4.0 million decrease in AI infrastructure costs incurred from renting Graphic Processing Unit (“GPU”) computing resources, a $2.6 million decrease in automotive OEM JDA related lab equipment expenses, and a $1.1 million decrease in personnel costs and stock-based compensation mainly attributable to headcount reductions resulting from the company’s focus on commercial activities.
Research and development expenses for the six months ended June 30, 2026 decreased $17.2 million, or 43.4%, to $22.4 million compared with $39.6 million for the six months ended June 30, 2025. This decrease was primarily driven by a $8.1 million decrease in automotive OEM JDA related lab equipment expenses, a $7.7 million decrease in AI infrastructure costs incurred from renting GPU computing resources, a $1.2 million decrease in personnel costs and stock compensation, and a $0.3 million decrease in lab supplies.
*General and Administrative*
General and administrative expenses include personnel-related expenses, such as salaries, benefits, and stock-based compensation for our finance, legal and human resource functions. These expenses also cover director and officer insurance, outside contractor fees, and professional services, including audit, compliance, legal, accounting, investor relations, and other advisory services. Additionally, the expenses encompass allocated facilities and information technology costs, such as depreciation and amortization.
General and administrative expenses for the three months ended June 30, 2026 increased $2.5 million, or 37.7%, to $9.0 million, compared with $6.5 million for the three months ended June 30, 2025. This increase was primarily driven by an increase of $0.9 million in bad debt expense, a $0.8 million increase for personnel costs and stock-based compensation due to increased headcount, a $0.6 million increase in professional services including marketing and public relations consulting, and a $0.2 million increase in rent, utility, and depreciation expenses.
General and administrative expenses for the six months ended June 30, 2026 increased $3.2 million, or 23.1%, to $17.0 million, compared with $13.8 million for the six months ended June 30, 2025. This increase was primarily driven by a $1.0 million increase in professional services including recruiting, marketing, and business development, a $0.9 million increase in bad debt expense, a $0.9 million increase personnel costs and stock-based compensation due to headcount increases, and a $0.4 million increase in rent, utility, depreciation, and other expenses.
Non-Operating Items
Interest Income
Interest income primarily consists of interest earned on our cash and cash equivalents and marketable debt securities, which are primarily invested in money market funds and U.S. treasury securities, and accretion income from the U.S. treasury securities.
During the three and six months ended June 30, 2026, we had interest income of $1.5 million and $3.2 million, respectively, compared with $2.4 million and $5.0 million for the three and six months ended June 30, 2025, respectively. The $0.9 million decrease from the three months ended June 30, 2025 to the three months ended June 30, 2026 was due to more cash held in money market accounts during the prior period generating income. The $1.9 million decrease from the six months ended June 30,2025 to the six months ended June 30, 2026 was due to lower investment balances primarily arising from cash used in operations.
*Change in Fair Value of Earn-Out Liabilities*
During the three and six months ended June 30, 2026, we incurred a gain of less than $0.1 million and a gain of $4.2 million, respectively, associated with the change in fair value of the Sponsor Earn-Out liabilities compared with a loss of $1.4 million and a gain of $6.4 million, respectively, for the three and six months ended June 30, 2025. With the fair value of the Sponsor Earn-Out liabilities tied to the Company’s stock price, continued volatility in the stock price or changes in the expected term could result in further gains or losses resulting from the change in fair value. Refer to “Note 9 – Sponsor Earn-Out Liabilities” to the condensed consolidated financial statements for additional information.
*Miscellaneous Income (Expense), Net*
During the three months ended June 30, 2026, we had miscellaneous expense of $0.1 million, compared with miscellaneous income of $0.1 million for the three months ended June 30, 2025. This $0.2 million increase in miscellaneous expense was primarily due to an increase in the loss on foreign currency translation.
During the six months ended June 30, 2026, we had miscellaneous income of $0.2 million, compared with miscellaneous income of $0.4 million for the six months ended June 30, 2025. This $0.2 million decrease in miscellaneous income was the result of an increase in the loss on foreign currency translations, an increase in loss on fair value of equity investments, and an increase in other expenses, partially offset by a gain on change in fair value of deferred consideration.
*Provision for Income Taxes*
During the three months ended June 30, 2026, we had a provision for income taxes of $0.1 million compared to a provision for income taxes of $0.7 million for the three months ended June 30, 2025. This $0.6 million decrease in provision for income taxes is primarily due to local taxes in the foreign jurisdictions in which the Company operates.
During the six months ended June 30, 2026, we had a provision for income taxes of $0.5 million compared to a $0.7 million provision for income taxes for the six months ended June 30, 2025. This $0.2 million decrease in provision for income taxes was primarily due to local taxes in the foreign jurisdictions in which the Company operates.
**Liquidity and Capital Resources**
As of June 30, 2026, we had total cash and cash equivalents of $64.1 million and investments in marketable debt and equity securities of $98.9 million. As an early-stage growth company, the net operating losses we have incurred since inception are consistent with our strategy and budget.
We expect to sustain substantial operating expenses, without generating sufficient revenues to cover expenditures, for a few more years. Our ability to successfully develop our products and services, scale up our commercial operations and expand our business will depend on many factors, including our working capital needs, the availability of equity and/or debt financing and, over time, our ability to generate positive cash flows from operations. We believe that our cash on hand and marketable securities will be sufficient to meet our principal working capital and capital expenditure requirements and ongoing research and development costs, operational and commercial activities, including expenditures for deferred cash payments of an estimated approximately RMB 55.5 million ($8.0 million) related to the acquisition of UZ Energy as well as activities related to the ESS business, our plans for NDAA-compliant manufacturing capacity to develop drone cells and development and commercialization of Molecular Universe material discoveries, for a period of at least 12 months from the date of this Quarterly Report. However, additional funding may be required during or after this period to finance certain needs beyond our principal working capital and capital expenditure requirements and ongoing costs, including additional opportunities to purchase data and equipment, develop and train our AI models, and/or develop commercial operations in the United States and abroad, acquisitions or other strategic transactions, and unexpected delays in the development of our battery cells. See “Note 3 – Acquisition” of our accompanying consolidated financial statements for further discussion of the estimated deferred cash payments related to the acquisition of UZ Energy.
If we need additional funding beyond these existing short- to medium-term sources of liquidity, or if we are not able to fund our operations from cash flows generated from anticipated product sales and service offerings, we expect that we will need to raise additional funds. This may be through a variety of possible methods, including, but not limited to, entry into joint ventures or other strategic arrangements, issuance of equity, equity-related or debt securities, and obtaining credit from financial institutions. We currently maintain an at-the-market equity offering program with certain investment banks (the “Agents”), pursuant to which we may offer and sell into the open market from time to time, at our option, shares of our Class A common stock with an aggregate offering price of up to $150.0 million. Subject to the terms and conditions of our agreement with them, the Agents will use their commercially reasonable efforts to sell shares of our Class A common stock from time to time, based on instructions from us (including any price, time or size limits or other parameters or conditions we may impose), in exchange for a commission of up to 3.0% of the aggregate gross sale proceeds. We have also provided the banks with customary indemnification and contribution rights. We are not obligated to sell any Class A common stock and may at any time suspend solicitation and offers thereunder. We sold no shares under the at-the-market equity offering program during the three months ended June 30, 2026, and to date have sold no shares under the program.
Summary of Cash Flows
The following table provides a summary of our cash flow data for the periods indicated:
**Six Months Ended June 30,**
| (in thousands) | 2026 | 2025 |
| --- | --- | --- |
| Cash (used in) provided by: | | |
| Operating activities | $(33,627) | $(33,654) |
| Investing activities | 70,605 | (83,187) |
| Financing activities | (2,253) | (345) |
| Effect of exchange rate changes on cash | (175) | 199 |
| Net increase (decrease) in cash, cash equivalents and restricted cash | $34,550 | $(116,987) |
Operating Activities
Our cash flows used in operating activities to date have primarily comprised research and development and general and administrative activities as discussed above.
Net cash used in operating activities of $33.6 million for the six months ended June 30, 2026 was primarily attributable to net loss of $30.0 million, as adjusted for stock-based compensation expense of $4.1 million, a gain on change in fair value of Sponsor Earn-Out liabilities of $4.2 million, depreciation and amortization of $5.4 million, a loss on change in fair value of contingent consideration of $1.0 million, accretion income from marketable securities of $0.8 million, and $0.7 million of other items. These non-cash operating items were combined with a $7.7 million working capital outflow. The working capital outflow was primarily driven by a $3.1 million increase in inventories, a $2.9 million increase in receivables from customers, and a $1.7 million decrease in accrued expenses and other current liabilities. The increase in inventories was primarily due to purchases for ESS commercial operations. The decrease in accrued expenses and other liabilities was primarily due to decreases in accruals for compensation and contract liabilities. The changes in account receivables were driven by timing of receipts.
Net cash used in operating activities of $33.7 million for the six months ended June 30, 2025 was primarily attributable to net loss of $35.1 million, as adjusted for stock-based compensation expense of $6.7 million, a gain on change in fair value of Sponsor Earn-Out liabilities of $6.4 million, depreciation and amortization of $5.0 million, accretion income from marketable securities of $1.7 million, and a $2.2 million working capital outflow. The working capital outflow was primarily driven by a $2.5 million decrease in accrued expenses and other current liabilities due to accruals for purchases of equipment for a JDA, changes in deferred revenue balances, accrued income taxes payable, and payroll related accruals and a $2.1 million increase in receivables from customers. The working capital outflow was partially offset by a $2.3 million increase in prepaids and other assets primarily due to advance payments made for software related service costs due to AI infrastructure spend.
Investing Activities
Net cash provided by investing activities was $70.6 million for the six months ended June 30, 2026, compared to net cash used in investing activities of $83.2 million for the six months ended June 30, 2025. This increase in cash provided was primarily attributable to a $153.8 million increase in cash provided by the maturities of short-term investments, net of purchases in the current year period compared to the prior year period and $0.7 million of lower capital expenditures.
Financing Activities
Net cash used in financing activities was $2.3 million for the six months ended June 30, 2026 compared to net cash used in financing activities of $0.3 million for the six months ended June 30, 2025. This increase was due to a $2.0 million increase in payments for taxes withheld to cover vested restricted stock.
**Recent Accounting Pronouncements**
See “Note 2 – Basis of Presentation” of our accompanying condensed consolidated financial statements for the three and six months ended June 30, 2026 included in this Quarterly Report on Form 10-Q for more information about recent accounting pronouncements, the timing of their adoption, and their potential impact on our financial condition, results of operations and cash flows.
**Critical Accounting Estimates and Judgments**
Our financial statements have been prepared in accordance with U.S. GAAP. In the preparation of these condensed consolidated financial statements, we are required to use judgment in making estimates and assumptions that affect the reported amounts of assets and liabilities
and the disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements, as well as the reported expenses incurred during the reporting periods.
There have been no significant changes to our critical accounting policies or in the underlying accounting assumptions and estimates used in such policies from those disclosed in our annual consolidated financial statements and accompanying notes included in our 2025 Annual Report on Form 10-K.
**Other Information**
The Company’s website is www.ses.ai. Information contained on the Company’s website is not part of this report. Information that we furnish to or file with the SEC, including the Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to, or exhibits included in, these reports are made available for download, free of charge, through the Company’s website as soon as reasonably practicable. The Company’s SEC filings, including exhibits filed therewith, are also available directly on the SEC’s website at www.sec.gov.
The Company may use its website as a distribution channel of material company information. Financial and other important information regarding the Company is routinely posted on and accessible through the Company’s website at www.ses.ai. Accordingly, investors should monitor this channel, in addition to following the Company’s press releases, SEC filings and public conference calls and webcasts. The contents of our website are not, however, a part of this report.
## Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no significant changes to the Company’s market risk during the three months ended June 30, 2026. Refer to “Part II. Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion of the Company’s exposure to market risk.
## Item 4. Controls and Procedures
**Evaluation of Disclosure Controls and Procedures**
Under the supervision and with the participation of our management, including our chief executive officer (“CEO”) and chief financial officer (“CFO”), we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2026, as such term is defined in Rules 13a-15(e) and 15d-15(e) under Securities Exchange Act of 1934, as amended (the “Exchange Act”). Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. Based on this evaluation, our principal executive officer and principal financial officer have concluded that as of June 30, 2026, our disclosure controls and procedures were effective. We completed the acquisition of UZ Energy on September 15, 2025, and we are currently integrating UZ Energy into our internal control system. Consistent with guidance issued by the SEC, our assessment as of June 30, 2026 of the effectiveness of the Company’s disclosure controls and procedures described above and internal control over financial reporting described below excludes UZ Energy, which represented approximately 7% of total assets and 81% of total revenue of the condensed consolidated financial statement amounts of the Company as of and for the six months ended June 30, 2026
Management, with the participation of the principal executive officer and principal financial officer, believes the unaudited interim condensed consolidated financial information included in this Quarterly Report on Form 10-Q fairly represent in all material respects our financial condition, results of operations and cash flows at and for the periods presented in accordance with U.S. GAAP.
**Changes in Internal Control over Financial Reporting**
There have been no changes in our internal control over financial reporting during the most recent fiscal quarter that materially affected, or which are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
## Item 1. Legal Proceedings
Information regarding legal proceedings is available in Note 10 to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.
## Item 1A. Risk Factors
In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors disclosed in “Part I, Item 1A” of our 2025 Annual Report on Form 10-K, and the other reports that we have filed with the SEC. Any of the risks discussed in such reports, as well as additional risks and uncertainties not currently known to us or that we currently deem immaterial, could materially and adversely affect our results of operations, financial condition or prospects. During the period covered by this Quarterly Report on Form 10-Q, there have been no material changes in our risk factors as previously disclosed, except for the following:
**Risks Relating to Our Common Stock and Warrants**
Our failure to satisfy certain NYSE listing requirements may result in our Class A common stock or our public warrants being delisted from the NYSE, which could eliminate or adversely affect the trading market for our Class A common stock or our public warrants.
In July 2026, we received notice from the NYSE indicating that we did not satisfy the continued listing standard relating to the trading price of our common stock (the “Minimum Share Price Requirement”), as the average closing price of our common stock was less than $1.00 per share over a consecutive 30 trading-day period. Pursuant to the Minimum Share Price Requirement, we have a period of six months following receipt of the notice to regain compliance with the requirement, with the possibility of an extension at the discretion of the NYSE. We can regain compliance with the requirement at any time during the six-month cure period if, on the last trading day of any calendar month during the cure period we have a closing share price of at least $1.00, and an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month or the last trading day of the cure period. The notice is a notice of deficiency, not delisting, and does not currently affect the listing or trading of our Class A common stock on the NYSE, which continues to trade under the symbol “SES.” However, as of the date of this Quarterly Report, we have not regained compliance with the Minimum Share Price Requirement, and we may not regain it before the end of the cure period. If we later determined to conduct a reverse stock split to regain compliance (following the receipt of shareholder approval and our Board’s decision that the split was in the best interests of the Company and its shareholders), the liquidity of our Class A common stock could be harmed, given the reduced number of shares that would be outstanding afterward, particularly if the share price remained low.
Furthermore, the NYSE monitors public warrants that are trading at an “abnormally low” trading price, or below $0.01 (the “Minimum Warrant Price Requirement”). As of August 7, 2026, the closing price for our public warrants was $0.01. If we fail to meet the Minimum Warrant Price Requirement, the NYSE may immediately take action to suspend and/or delist the warrants from trading on the NYSE, subject to an appeal that we may request.
We continue to actively monitor the trading prices of our Class A common stock and public warrants, and assess available options to regain compliance with Minimum Share Price Requirement. The perception among investors that we are at heightened risk of delisting could negatively affect the market price and trading volume of our Class A common stock and public warrants. Additionally, if the NYSE ultimately delists any of our securities from trading on its exchange for failure to meet the listing standards and we are not able to list such securities on another national securities exchange, we expect such securities could be quoted on an over-the-counter market. If this were to occur, we and our stockholders could face significant material adverse consequences, which could severely diminish or eliminate the value of an investment in our Class A common stock or public warrants, including:
- a limited availability of market quotations for our securities;
- reduced liquidity for our securities;
- a limited amount of news and analyst coverage; and
- a decreased ability to issue additional securities or obtain additional financing in the future.
## Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
## Item 3. Defaults Upon Senior Securities
None.
## Item 4. Mine Safety Disclosures
Not applicable.
## Item 5. Other Information
(a) **Item 5.02****Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**
On August 6, 2026, the Company determined that effective August 15, 2026, Kang Xu, our Chief Technology Officer, will receive a reduced base salary of $110,000, as he begins splitting time between the Company and The Ohio State University, where he has been named an Ohio Eminent Scholar and Howard D. Winbigler Chair in Engineering. Dr. Xu will continue to serve as an executive officer/Section 16 officer of the Company.
(b) Not applicable.
(c) During the fiscal quarter ended June 30, 2026*,* none of our directors or Section 16 officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K, except as follows: on May 18, 2026, each of our Section 16 officers (our Founder, Chairman and Chief Executive Officer Qichao Hu, our Chief Financial Officer Ray Liu, our Chief Legal Officer Kyle Pilkington, and our Chief Technology Officer Kang Xu) adopted “Rule 10b5-1 trading arrangements” to sell shares of our Class A common stock sufficient to cover withholding taxes on the vesting of certain RSUs granted that same day (which vest subject to continued service in three equal installments on each anniversary of the grant date). While the exact number of shares to be sold will depend on the amount of withholding taxes due and thus is unknown, it will be a portion of the total RSUs granted to each officer (for Dr. Hu, 1,504,425, for Mr. Liu, 331,858, for Mr. Pilkington, 353,982, and Dr. Xu, 221,239). Each arrangement expires once all shares are sold to satisfy the applicable officer’s withholding tax obligations.
## Item 6. Exhibits
| Exhibit No. | Description |
| --- | --- |
| 3.1 | Certificate of Incorporation of SES AI Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-39845), filed with the Securities and Exchange Commission on February 8, 2022). |
| 3.2 | Bylaws of SES AI Corporation (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 001-39845), filed with the Securities and Exchange Commission on February 8, 2022). |
| 10.1* | Separation Agreement with Jing Nealis, dated April 20, 2026. |
| 10.2* | Employment Agreement with Ray Liu, dated April 8, 2026. |
| 31.1† | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2† | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1* | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2* | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 101.INS† | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH† | Inline XBRL Taxonomy Extension Schema Document. |
| 101.CAL† | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF† | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB† | Inline XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE† | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104† | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101). |
† Filed herewith.
* Furnished herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, duly authorized.
Date: August 11, 2026
**SES AI CORPORATION**
By: /s/ Qichao Hu
Name: Qichao Hu
Title: Chief Executive Officer
(Principal Executive Officer)
By: /s/ Ray Liu
Name: Ray Liu
Title: Chief Financial Officer
(Principal Financial Officer)
30
---
## EX-10.1
SEC source: [ses-20260630xex10d1.htm](https://www.sec.gov/Archives/edgar/data/1819142/000181914226000045/ses-20260630xex10d1.htm)
**SolidEnergy Systems LLC**
35 Cabot Road, Woburn, MA 01801
April 20, 2026
Jing Nealis
2050 Harvest Road
Pleasanton, CA 94566
RE: Separation Agreement
Dear Jing:
This agreement will confirm the terms of your separation from employment with SolidEnergy Systems, LLC (the “Company”).
1.**Separation of Employment****.** Your last date of employment with the Company will be April 27, 2026 (the “Separation Date”). From and after the Separation Date, you shall have no authority and shall not represent yourself as an employee or agent of the Company and/or its predecessors, successors, past or present subsidiaries, affiliated companies, investors, branches or related entities. You further agree to be available to provide assistance and transitional services to your successor as Chief Financial Officer upon reasonable request to support his or her transition into the role through May 15, 2026.
2.**COBRA; Insurance****.** Our records indicate that you are participating in the Company’s insurance coverage plans. Your coverage under United Healthcare, and Delta Dental’s PPO, and EyeMed will terminate effective April 30, 2026. You may have a legal right, pursuant to the Consolidated Omnibus Budget Reconciliation Act (COBRA), after your Separation Date and upon timely completion of the appropriate forms, to continue at your own expense, your medical, dental, and vision insurance coverage. The Company will provide you with timely and proper notice of your COBRA rights and any necessary forms to elect COBRA after the Separation Date.
3.**Pay and Benefits****.** You will be paid your final paycheck for all time worked for the Company, as well as all your accrued and unused vacation days, by April 29, 2026 and will thereby be paid in full all compensation that is due to you in connection with your employment with the Company. If you have overused your vacation whether paid or unpaid, that will be accounted for in the final paycheck.
In consideration your execution and compliance with this Agreement, including for the waiver and release of claims provided in paragraph 6 to this Agreement and other post-termination obligations, and provided you satisfy all conditions to make the Release effective and irrevocable, you shall be entitled to accelerated vesting of 117,500 restricted stock units previously granted to you under the SES AI Corporation 2021 Incentive Award Plan. These restricted stock units shall fully vest on April 28, 2026.
**SolidEnergy Systems LLC**
35 Cabot Road, Woburn, MA 01801
Except for the specific payments and other benefits described in this Agreement, you are not entitled to and shall not receive any additional compensation, consideration or benefits from the Company.
If you participated in the company’s 401K retirement plan your employee contributions to the 401(k) retirement plan (including any applicable Company matching contributions under the company’s 401K retirement plan) will cease with your final paycheck. You have certain options available to you with regard to your plan contributions including roll-over and cash-out options. To choose the appropriate option for you, please contact ADP 401(k) at 1-877-401-5725, our plan number is 426287.
4.**Return of Property; Confidentiality Obligations****.**
(a)You must immediately return to the Company all Company documents, originals and copies, whether in hard or electronic form, and all Company property, including without limitation keys, computers, computer disks, pagers, phones, and credit cards within two days of the Separation Date.
(b)You remain bound by, and must continue to abide by, the Employee Confidentiality, Assignment of Intellectual Property and Noncompetition Agreement (“NDA”) you signed on or about February 16, 2021 which is attached hereto as Exhibit A, in addition to any other obligations created by law requiring you to protect the Company’s trade secrets, and confidential and proprietary documents and information. Notwithstanding the foregoing, in consideration for your execution and compliance with this Agreement, the Company hereby waives any and all rights it has to enforce the non-competition obligations included in Section 8(c) of the NDA. This Agreement does not waive, release, or modify any other obligations that survive your termination of employment, including, but not limited to, the other obligations specified in the NDA.
(c)You agree that all awards granted to you under the Intellectual Property Awards Policy are reasonable and sufficient, and you will not be entitled to any other awards after the termination of your employment.
5.**Equity Awards/Stock Options**. You acknowledge and agree that as of the date of this Separation Letter, you currently hold 886,555 vested stock options (the “Vested Stock Options”). In general, if you hold vested stock options issued pursuant to an award granted under the SES Holdings Pte. Ltd. 2021 Share Incentive Plan, you have 90 days from the Separation Date to exercise those stock options. However, in consideration for the Release provided in paragraph 6 hereto and provided you satisfy all conditions to make the Release effective, the Company will amend the post-termination exercise period for the Vested Stock Options to allow you to exercise the Vested Stock Options through December 31, 2026. You may exercise your vested stock options through your E*Trade account. Please refer to your award agreement for the definitive terms applicable to your stock option award upon a termination of employment or service.
**SolidEnergy Systems LLC**
35 Cabot Road, Woburn, MA 01801
You acknowledge and agree that any restricted stock units (“RSUs”) or performance vesting RSUs (“PSUs”) that you have been granted to you by the Company and which have not yet vested under the terms of the applicable award agreement or under the terms of this Agreement as of May 15, 2026 will be forfeited. Please refer to your award agreement for the definitive terms applicable to your RSU or PSU award upon a termination of employment or service.
6.**General Release**.
In consideration of paragraphs 2, 3 and 5 above, and for other good and valuable consideration, the sufficiency of which you hereby acknowledge, you, on behalf of yourself, your heirs, descendants, executors, administrators, assigns and successors hereby waive, release and forever discharge to the maximum extent permitted by applicable law any and all claims or causes of action, whether known or unknown, against the Company and/or its predecessors, successors, past or present subsidiaries, affiliated companies, branches or related entities (collectively, including the Company, the “Entities”) and/or the Entities’ respective past, present, or future insurers, officers, directors, agents, attorneys, employees, stockholders, assigns and employee benefit plans (collectively with the Entities, the “Released Parties”), with respect to any matter, including, without limitation, any matter related to your employment with the Company or the termination of that employment relationship. This waiver and release includes, without limitation, claims to wages, including overtime or minimum wages, bonuses, incentive compensation, equity compensation, vacation pay or any other compensation or benefits (other than as set out in paragraphs 2, 3 and 5 above); any claims for failure to provide accurate itemized wage statements, failure to timely pay final pay or failure to provide meal or rest breaks; claims for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment or employment classification, claims under the Employee Retirement Income Security Act (ERISA); claims for attorneys’ fees or costs; claims for penalties; any and all claims for stock, stock options or other equity securities of the Company (other than as set out in paragraphs 3 and 5 above); claims of wrongful discharge, constructive discharge, emotional distress, defamation, invasion of privacy, fraud, breach of contract, tortious interference with contract or prospective business advantage and breach of the covenant of good faith and fair dealing; any claims of discrimination, harassment, or retaliation based on sex, age, race, national origin, disability or on any other protected basis, and any and all claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act, the Older Workers Benefit Protection Act, the Fair Labor Standards Act, the Equal Pay Act, the Employee Retirement Income Security Act, the Civil Rights Act of 1991, Section 1981 of U.S.C. Title 42, the Genetic Information Non-Discrimination Act, the Lily Ledbetter Fair Pay Act, the National Labor Relations Act, the Fair Credit Reporting Act, the Wage Theft Protection Act, the Worker Adjustment and Retraining Notification Act); Section 806 of the Sarbanes-Oxley Act of 2002 (“SOX”), any applicable state or local laws, including but not limited to: the Massachusetts Fair Employment Practices Law (MFEPL), the Massachusetts Civil Rights Act (MCRA), the Massachusetts Equal Rights Act (MERA), the Minimum Fair Wage Act, the Massachusetts Plant Closing Law, the Massachusetts Wage Act, the Massachusetts Equal Pay Act, all including any amendments and their respective
**SolidEnergy Systems LLC**
35 Cabot Road, Woburn, MA 01801
implementing regulations, and any other federal, state, local, or foreign law (statutory, regulatory, or otherwise) that may be legally waived and released; however, the identification of specific statutes is for purposes of example only, and the omission of any specific statute or law shall not limit the scope of this general release in any manner. THIS MEANS YOU MAY NOT SUE THE COMPANY FOR ANY CURRENT OR PRIOR CLAIMS ARISING OUT OF YOUR EMPLOYMENT WITH OR TERMINATION FROM THE COMPANY.
You covenant not to sue the Released Parties for any of the claims released above, agree not to participate in any class, collective, representative, or group action that may include any of the claims released above, and will affirmatively opt out of any such class, collective, representative or group action. Further, you agree not to participate in, seek to recover in, or assist in any litigation or investigation by other persons or entities against the Released Parties, except as required by law. Nothing in this Agreement precludes you from participating in any investigation or proceeding before any government agency or body. However, while you may file a charge and participate in any such proceeding, by signing this Agreement, you waive any right to bring a lawsuit against the Released Parties and waive any right to any individual monetary recovery in any such proceeding or lawsuit. Nothing in this Agreement is intended to impede your ability to report possible securities law violations to the government, or to receive a monetary award from a government administered whistleblower-award program. You do not need the prior authorization of the Company to make any such reports or disclosures or to participate or cooperate in any governmental investigation, action or proceeding, and you are not required to notify the Company that you have made such reports and disclosures or have participated or cooperated in any governmental investigation, action or proceeding. Nothing in this Agreement waives your right to testify or prohibits you from testifying in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or alleged sexual harassment when you have been required or requested to attend the proceeding pursuant to a court order, subpoena or written request from an administrative agency or an applicable state legislature.
This waiver and release covers only those claims that arose prior to your execution of this Agreement. The waiver and release contained in this Agreement does not apply to (i) your indemnification rights under the Indemnity Agreement entered into by and between you and the Company dated as of February 3, 2022 (the “Indemnification Agreement”) and the Company’s internal governing documents, or (ii) any claim which, as a matter of law, cannot be released by private agreement, such as (A) claims for unemployment benefit rights and workers' compensation; (B) any right to file an unfair labor practice (ULP) charge under the National Labor Relations Act or participate or assist in proceedings before the National Labor Relations Board (NLRB) and (C) any rights to vested benefits, such as pension or retirement benefits, the rights to which are governed by the terms of the applicable plan documents and award agreements . If any provision of the waiver and release contained in this Agreement is found to be unenforceable, it shall not affect the enforceability of the remaining provisions and a court shall enforce all remaining provisions to the full extent permitted by law.
7.**No Claims Filed**.
**SolidEnergy Systems LLC**
35 Cabot Road, Woburn, MA 01801
You represent and warrant that you have not filed any claims or causes of action against the Released Parties including but not limited to any charges of discrimination, harassment or retaliation, with any federal, state or local agency or court. Your representation to same constitutes a material inducement for Company entering into this Agreement. In the event that you have filed such a claim or cause of action, it will be considered a material breach of the terms of this Agreement.
8.**Cooperation**
You agree to reasonably cooperate with the Company in its internal investigations or lawsuits relating to the Company’s business, whether existing as of the Separation Date or which may arise thereafter, until said investigations or lawsuits are completed or the statute of limitations for such lawsuits has expired with no claim having been filed against the Company. If such reasonable cooperation requires travel or otherwise shall interfere with your other employment or reasonable personal plans, the Company shall reimburse you for all travel expenses in connection with such cooperation, and shall pay you for the reasonable costs of your time (including reasonable, pre-approved attorney’s fees, if applicable) for such Cooperation.
9.**Knowing and Voluntary Acknowledgment**
You specifically agree and acknowledge that:
(a) You have read this Agreement in its entirety and understand all its terms;
(b) You knowingly, freely, and voluntarily assent to all of this Agreement's terms and conditions including, without limitation, the waiver, release, and covenants contained in it;
(c) You are signing this Agreement, including the waiver and release, in exchange for good and valuable consideration in addition to anything of value to which You are otherwise entitled;
(d) You are not waiving or releasing rights or claims that may arise after You sign this Agreement; and
(e) You understand that the waiver and release in this Agreement is being requested in connection with your separation of employment from the Company.
Paragraph 6 includes a release of all claims under the Age Discrimination in Employment Act (“ADEA”) and, therefore, pursuant to the requirements of the ADEA, You acknowledge and understands the following: (a) You have been advised that this release includes, but is not limited to, all claims under the ADEA arising up to and including the date of execution of this release; (b) You have been advised to consult with an attorney and/or other advisor of your choosing concerning your rights and obligations under this release and have done so; (c) You have been
**SolidEnergy Systems LLC**
35 Cabot Road, Woburn, MA 01801
advised to consider fully this release before executing it; (d) that You have been offered ample time and opportunity, of not less than twenty one (21) days, to do so; and (e) that this release shall become effective as stated herein.
You may revoke acceptance of this Agreement within seven (7) calendar days You sign it. Your revocation must be in writing and received by Aseem Juneja (aseem@ses.ai) by 5 p.m. local time on the seventh calendar day in order to be effective. If You do not revoke acceptance within the seven (7) calendar day period, your acceptance of this Agreement shall become binding and enforceable on the eighth day after the last signature of the Agreement (“Effective Date”).
10.**Non-Disparagement**
Except to the extent permitted under paragraph 6 above, you agree to refrain from any disparaging statements about the Company or any of the other Released Parties, including, without limitation, the business, technology, products, intellectual property, financial standing, future prospects, or employment/compensation/benefit practices of the Company or any of the other Released Parties; provided that you may respond accurately and fully to any request for information if required by legal process or in connection with a governmental investigation. The Company agrees not to disparage you in any manner likely to be harmful to you or your business, business reputation or personal reputation; provided that the Company may respond accurately and fully to any question, inquiry or request for information from the Company’s accountants, legal advisors and Board of Directors, or when required by legal process, in connection with any of its communications with any federal, state or local governmental agency or commission or other regulatory bodies and/or when required to conduct its business and the Company may provide such disclosures as are required by the U.S. Securities and Exchange Commission or other regulatory bodies, applicable listing rules or other applicable laws or regulations. The Company’s obligations under this paragraph are limited to Company representatives with knowledge of this provision.
Nothing in this Agreement prevents you from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful.
This Section does not, in any way, restrict or impede you from exercising protected rights to the extent that such rights cannot be waived by agreement, including the right to report possible securities law violations to the SEC, without notice to the Entities, rights under the National Labor Relations Act (NLRA), including the right to file unlawful labor practice (ULP) charges or participate, assist, or cooperate in ULP investigations, and rights under Massachusetts law. This Section also does not prevent you from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order.
11.**Governing Law**
**SolidEnergy Systems LLC**
35 Cabot Road, Woburn, MA 01801
This Agreement and all matters arising out of or relating to this Agreement and your employment or termination of employment with the Company, whether sounding in contract, tort, or statute, for all purposes shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to any conflicts of laws principles that would require the laws of any other jurisdiction to apply.
To accept this Agreement, please sign and date this Agreement and return it to me. You have until 5:00 p.m. ET on the date that is 21 days following your receipt of this Agreement (such date, the “Deadline”) to review and consider this Agreement and to provide me with an executed copy thereof. Please indicate your agreement with the above terms by signing below.
Thank you, Jing, we truly appreciate your dedicated service to the Company and wish you well in your future endeavors.
Very truly yours,
Agreed and accepted by
/s/ Jing Nealis
\_ \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
Name: Jing Nealis
CFO
SolidEnergy Systems, LLC
/s/ Qichao Hu
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
Qichao Hu
CEO
---
## EX-10.2
SEC source: [ses-20260630xex10d2.htm](https://www.sec.gov/Archives/edgar/data/1819142/000181914226000045/ses-20260630xex10d2.htm)
**Beyond Li-ion™**
**SolidEnergy Systems LLC**
35 Cabot Road, Woburn, MA 01801
Yi (Ray) LiuApril 8, 2026
512 Wyoming Avenue
Millburn, NJ
Re:Employment as Chief Financial Officer
Dear **Ray**:
Welcome to SES! I am pleased to confirm the terms on which you will be employed by SolidEnergy Systems LLC (the “Company”).
1. Position. You will serve as Chief Financial Officer of the Company, reporting directly to Qichao Hu, CEO. Your duties initially will include but are not limited to financial reporting and compliance, including ensuring compliance with Securities and Exchange Commission (“SEC”), Sarbanes-Oxley and US GAAP reporting standards, investor relations, financial planning, ensuring regulatory adherence and financial integrity in a publicly traded environment. You will also serve as principal financial officer and principal accounting officer of the Company’s parent, SES AI Corporation for purposes of SEC reporting, with such appointment to take effect as of the Start Date (as defined below). As a full-time employee of the Company, you will be expected to devote your full business time and energies to the business and affairs of the Company. Your office will initially be located at 35 Cabot Road, Woburn, MA 01801.
2. Starting Date. It is expected that your employment will begin on April 27, 2026 (the “Start Date”).
3. Base Salary. As an employee of the Company, you will be paid a salary at a rate of $14,423 bi-weekly ($375,000 per annum).
4. Discretionary Performance Bonus Compensation. During your employment, you may be considered annually for a discretionary performance bonus. Discretionary performance bonus compensation in any year, if any, will be determined based on your performance and that of the Company, relative to milestones to be agreed upon between you and the Company, and otherwise in accordance with a general employee bonus program approved by the Compensation Committee (the “Compensation Committee”) of the Board of Directors of SES AI Corporation. The Discretionary performance bonus cash compensation is expected to be up to 50% of your Base Salary, less applicable taxes and withholdings, pro-rated for your period of service during 2026. This bonus is exclusive to any other deductions and is anticipated to be paid as soon as practicable in 2027 following the Compensation Committee’s review of performance in 2026. Typically, subsequent performance bonuses are disbursed in the first quarter of the year following
Page 1 of **4**
**Beyond Li-ion™**
**SolidEnergy Systems LLC**
35 Cabot Road, Woburn, MA 01801
their respective performance period.
5. Equity Compensation. For your first year of service, the Company agrees, subject to requisite approval of the Compensation Committee, to grant you restricted stock units or shares of restricted stock equivalent to $375,000 in value as of the date of grant with such grant to be made pursuant to SES AI Corporation’s standard form Restricted Stock or Restricted Stock Unit Award and with terms of vesting being generally comparable to persons of equivalent rank and seniority in the Company. The terms of this stock award will be set forth in a separate restricted stock award agreement. In the event of any ambiguity between this letter agreement and the restricted stock award agreement, the restricted stock award agreement shall govern.
6. Benefits; Vacation; Withholding. You will be entitled to participate in health insurance, pension, and other benefits provided to other executives of similar seniority on terms no less favorable than those available to such executives of the Company generally. Your participation will be subject to the terms of the applicable plan documents and generally applicable Company policies. The Company retains the right to change, add, or terminate any particular benefit. You will be entitled to receive a one-time sign-on bonus of $25,000. Should you leave the Company for any reason within 24 months of the Start Date, you will repay the sign-on bonus to the Company in full within thirty (30) days of the separation date. You will be entitled to earn vacation in accordance with the Company’s policies from time to time in effect, in addition to holidays observed by the Company, subject to a minimum entitlement of four (4) weeks’ vacation and ten (10) paid holidays per year. Vacation may be taken at such times and intervals as you shall determine, subject to the business needs of the Company, and otherwise shall be subject to the business needs of the Company and otherwise shall be subject to the policies of the Company, as in effect from time to time. You understand that the Company will deduct from any payments made to you under this letter agreement or otherwise, any withholding taxes and other deductions as required by law.
7. At Will Employment:
a. Your employment with the Company is an “at-will” employment and may be terminated by either party at any time for any reason, with or without cause, without notice and without any further compensation.
b. Except for any right you may have under applicable law to continue participation in the Company’s group health and dental plans under COBRA, or any successor law, benefits shall terminate in accordance with the terms of the applicable benefit
Page 2 of **4**
**Beyond Li-ion™**
**SolidEnergy Systems LLC**
35 Cabot Road, Woburn, MA 01801
plans based on the date of termination of your employment or the last day of the severance period, whichever occurs later.
c. Vesting of any restricted shares or share options, which the Company may have granted to you, shall cease immediately upon any termination of your employment with the Company for any reason.
d. The provisions of this letter agreement shall survive any termination if so provided in this letter agreement or if necessary or desirable to accomplish the purposes of other surviving provisions, including, without limitation, your obligations under the Confidentiality, Assignment of Intellectual Property and Noncompetition Agreement, which you will execute as a condition to your employment under this letter agreement.
8. Clawback. Any amounts paid pursuant to this Agreement shall be subject to recoupment in accordance with SES AI Corporation’s Policy for the Recovery of Erroneously Awarded Compensation or any other clawback or recoupment policy that the Company or any of its affiliates has adopted, adopts in the future, or is otherwise required by law to adopt, whether pursuant to the listing standards of any national securities exchange or association on which SES AI Corporation’s securities are listed, the Dodd-Frank Wall Street Reform and Consumer Protection Act and/or other applicable law.
9. Conditions of Employment. You agree that the following items are the conditions of your employment with the Company:
a. The Immigration Reform and Control Act of 1986 requires employers to verify the employment eligibility and identity of new employees by requiring such employees to complete an Employment Eligibility Form I-9, which is enclosed. Please complete and return it and the appropriate required documents listed on the form. This offer of employment is contingent upon compliance with the Immigration Act of 1986.
b. Your execution and delivery of the enclosed Employee’s Confidentiality, Assignment of Intellectual Property and Noncompetition Agreement.
c. Satisfactory completion of reference and background checks.
d. Successful license application or certification for export control purposes if appropriate.
e. You agree to keep the existence of this agreement, and the terms of this agreement, highly individual and confidential.
Page 3 of **4**
**Beyond Li-ion™**
**SolidEnergy Systems LLC**
35 Cabot Road, Woburn, MA 01801
We look forward to your service with the Company and are pleased that you will be working with us.
Sincerely,
Agreed and accepted by:SolidEnergy Systems, LLC
/s/ Ray Liu/s/ Qichao Hu
Yi (Ray) LiuQichao Hu
Date of Acceptance:Chief Executive Officer
Page 4 of **4**
---
## EX-31.1
SEC source: [ses-20260630xex31d1.htm](https://www.sec.gov/Archives/edgar/data/1819142/000181914226000045/ses-20260630xex31d1.htm)
**Exhibit 31.1**
**CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER**
**PURSUANT TO RULE 13a-14 AND 15d-14**
**UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED**
I, Qichao Hu, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of SES AI Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
Date: August 11, 2026 By: /s/ Qichao Hu
Qichao Hu
Chief Executive Officer
(Principal Executive Officer)
---
## EX-31.2
SEC source: [ses-20260630xex31d2.htm](https://www.sec.gov/Archives/edgar/data/1819142/000181914226000045/ses-20260630xex31d2.htm)
**Exhibit 31.2**
**CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER**
**PURSUANT TO RULE 13a-14 AND 15d-14**
**UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED**
I, Ray Liu, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of SES AI Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
Date: August 11, 2026 By: /s/ Ray Liu
Ray Liu
Chief Financial Officer
(Principal Financial Officer)
---
## EX-32.1
SEC source: [ses-20260630xex32d1.htm](https://www.sec.gov/Archives/edgar/data/1819142/000181914226000045/ses-20260630xex32d1.htm)
**Exhibit 32.1**
**CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO**
**18 U.S.C. 1350**
**(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)**
In connection with the Quarterly Report on Form 10-Q of SES AI Corporation (the “Company”) for the quarter ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Qichao Hu, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: August 11, 2026 By: /s/ Qichao Hu
Qichao Hu
Chief Executive Officer
(Principal Executive Officer)
---
## EX-32.2
SEC source: [ses-20260630xex32d2.htm](https://www.sec.gov/Archives/edgar/data/1819142/000181914226000045/ses-20260630xex32d2.htm)
**Exhibit 32.2**
**CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO**
**18 U.S.C. 1350**
**(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)**
In connection with the Quarterly Report on Form 10-Q of SES AI Corporation (the “Company”) for the quarter ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ray Liu, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: August 11, 2026 By: /s/ Ray Liu
Ray Liu
Chief Financial Officer
(Principal Financial Officer)