8-K
SES AI Corp (SES)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 4, 2025
SES AI CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware | 001-39845 | 88-0641865 | ||
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br>File Number) | (IRS Employer<br>Identification No.) |
SES AI Corporation
35 Cabot Road
Woburn , MA **** 01801
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: ( 339 ) 298-8750
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act
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| Title of each class | Trading Symbol(s) | Name of each exchange<br><br>on which registered | |
| Class A common stock, 0.0001 par value per share | SES | The New York Stock Exchange | |
| Warrants, each exercisable for one share of Class A common stock at an exercise price of 11.50 per share | SES WS | The New York Stock Exchange |
All values are in US Dollars.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Item 2.02Results of Operations and Financial Condition.
On August 4, 2025, SES AI Corporation (the “Company”) released a letter to its shareholders, which includes a business update and the Company’s financial results for the fiscal quarter ended June 30, 2025. A copy of the letter to shareholders is furnished herewith as Exhibit 99.1.
On August 4, 2025, the Company issued a press release announcing the release of the letter to shareholders. A copy of the press release is furnished herewith as Exhibit 99.2.
The information contained in this Item 2.02 and in the accompanying Exhibits 99.1 and 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly incorporated by specific reference in such filing.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits
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| Exhibit No. | **** | Description |
| 99.1 | | Shareholder Letter dated August 4, 2025 |
| 99.2 | | Press release announcing release of letter to shareholders dated August 4, 2025 |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | SES AI Corporation | |
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| Date: August 4, 2025 | By: | /s/ Jing Nealis |
| | Name: | Jing Nealis |
| | Title: | Chief Financial Officer |
Exhibit 99.1
| 1 Letter to Our Shareholders Q2 2025<br>Dear Shareholders,<br>We had another strong quarter with significant progress achieved on key<br>product, revenue, development and profitability milestones. And recently<br>in the third quarter, we continued that momentum to grow our profitability<br>and revenue through an agreement to acquire an established player in<br>the energy storage space (“ESS”) that leverages our strengths in<br>Molecular Universe battery materials discovery and safety monitoring<br>capabilities.<br>In the first quarter since the public release of Molecular Universe, I’m<br>pleased to see that we now have more than 30 companies that have<br>begun trial testing the Enterprise level with many more in the pipeline.<br>Our mission is to accelerate the world’s energy transition through<br>material discovery and battery management. We are excited to see<br>Molecular Universe helping human scientists to be more creative and<br>develop new products much faster.<br>Since our launch of “All-in on AI” a year ago, we have been progressing<br>through four stages:<br>1. Chatbot<br>We achieved this milestone with the original launch of Molecular<br>Universe 0. Molecular Universe is a powerful LLM specifically trained on<br>the world’s most comprehensive battery domain expertise combined with<br>the world’s largest and most accurate battery-relevant molecule property<br>databases.<br>2. AI Agent<br>We achieved this milestone with last month’s introduction of Deep Space<br>in Molecular Universe 0.5. An agentic capability that can conduct senior<br>scientist level battery research, Deep Space can reduce product<br>development time from years to just tens of minutes. The return on<br>investment on this capability for battery development teams is<br>tremendous.<br>3. Physical AI<br>This is where we are right now. Physical AI is the integration of Molecular<br>Universe with physical systems including drones, humanoid robotics, EV,<br>UAM, and the largest of all – ESS. We are on track with EV B-sample<br>development with our EV OEM customers and growing revenue from our<br>AI-enhanced Li-ion and Li-Metal cells for drones and UAM. And our<br>recent agreement to acquire UZ Energy launches us into ESS Physical<br>AI by providing the opportunity to integrate UZ’s ESS hardware with<br>Molecular Universe’s material discovery platform (LFP and Na-ion for<br>ESS) and our precise battery health monitoring system. |
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| 2 Letter to Our Shareholders Q2 2025<br>4. Revenue Machine<br>The world’s energy transition ultimately needs real physical products with<br>software and hardware integrated. We expect exciting revenue growth to<br>come from five areas of focus. These include:<br>a. Software and Service: This will come from our Molecular<br>Universe tool platform subscriptions and development projects<br>from cell and materials makers.<br>b. Materials: We are producing and selling novel electrolytes and<br>other battery materials discovered through Molecular Universe.<br>c. Cells: We are producing and selling AI-enhanced Li-Metal and<br>high silicon Li-ion cells using electrolytes discovered through<br>Molecular Universe for drones, UAM and humanoid robotics.<br>d. EV Development Service: This is the original project that<br>deployed the Molecular Universe with B-sample development<br>with leading EV OEMs for Li-Metal cells.<br>e. ESS: We will be producing and selling ESS hardware and<br>software solutions that deploy safe and long cycle life materials<br>and precise health monitoring from Molecular Universe. This is<br>where we expect to not only grow UZ Energy’s core business but<br>also leverage that integration with Molecular Universe.<br>To implement this platform strategy, we have been busy recruiting more<br>top talent and looking for inorganic acquisition opportunities such as the<br>one with UZ Energy that accelerate and extend this strategy.<br>The reason that so many people are excited about our Molecular<br>Universe platform and want to join us, is that they see SES AI has all the<br>ingredients required to build the best AI platform for energy transition,<br>especially unparalleled access to high quality data not available<br>anywhere else. And they will be able to deliver products that are not just<br>safer and demonstrate better performance than competition but improve<br>much faster. |
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| 3 Letter to Our Shareholders Q2 2025<br>Financial Highlights and Outlook<br>Revenue for the second quarter was $3.5 million with a 74% gross<br>margin. Our second quarter revenue was primarily driven by contracts<br>with our automotive OEM customers to develop AI-enhanced Li-Metal<br>and Li-ion battery materials for EV applications. As noted in our pre-announcement, we affirmed our full-year 2025 revenue guidance of $15<br>million to $25 million.<br>We utilized $10.8 million in cash for operations in the second quarter,<br>which was a 51% decrease from 2Q24 and a 53% decrease from 1Q25.<br>We have been emphasizing our operational discipline for the past few<br>quarters, and the significant reduction in cash usage in operations is a<br>result of executing our plan to deploy capital effectively while growing our<br>top-line.<br>We concluded the quarter with a strong liquidity position of $229 million<br>with no debt.<br>Acquisition Annoucement<br>We also announced an agreement to acquire UZ Energy and are very<br>excited about this strategic move to provide us the foothold in the fast-growing global ESS market. We expect that it will propel us forward as<br>we expedite the implementation of intelligent energy storage solutions to<br>address the escalating power needs of the AI era. We have a<br>tremendous opportunity to grow the UZ Energy business from<br>approximately $10 million to $15 million in projected revenue for the full<br>year 2025 to exponentially larger growth in the coming years together<br>with market share gains in the $300 billion global ESS market.<br>Plans for 2025 and Beyond<br>We will continue to allocate our capital to focus on our AI platform<br>enhancements and growth to support our global commercial readiness<br>through 2025 and beyond through organic growth and acquisitions. We<br>have also allocated capital to share repurchases. While we did not<br>complete any repurchases during the second quarter, to date in the third<br>quarter we have already repurchased and cancelled 871,754 shares for<br>a total investment of $1.1 million, or roughly $1.27 per share.<br>In summary, we remain financially disciplined, with substantial liquidity<br>and no debt, positioning us for scalable and long-term growth.<br> Qichao Hu<br> Founder, CEO and Chairman<br> Jing Nealis<br> Chief Financial Officer |
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| 4 Letter to Our Shareholders Q2 2025<br>SES AI Corporation<br>Condensed Consolidated Balance Sheets<br>(Unaudited)<br>(in thousands, except share and per share amounts) June 30, 2025 December 31, 2024<br>Assets<br>Current Assets<br>Cash and cash equivalents $ 11,757 $ 128,796<br>Short-term investments 217,123 133,748<br>Accounts receivable 3,009 950<br>Inventories 114 212<br>Prepaid expenses and other assets 10,960 13,198<br>Total current assets 242,963 276,904<br>Property and equipment, net 34,089 38,165<br>Intangible assets, net 1,153 1,217<br>Right-of-use assets, net 8,744 9,927<br>Deferred tax assets 1,335 1,335<br>Other assets, non-current 2,176 2,237<br>Total assets $ 290,460 $ 329,785<br>Liabilities and Stockholders’ Equity<br>Current Liabilities<br>Accounts payable $ 1,981 $ 1,901<br>Operating lease liabilities 2,732 2,585<br>Accrued expenses and other current liabilities 14,788 18,329<br>Total current liabilities 19,501 22,815<br>Sponsor Earn-Out liabilities 3,036 9,472<br>Operating lease liabilities, non-current 6,573 7,977<br>Unearned government grant 9,509 8,606<br>Other liabilities, non-current 2,614 2,605<br>Total liabilities 41,233 51,475<br>Stockholders’ Equity<br>Common stock: Class A shares, $0.0001 par value, 2,100,000,000 shares authorized; 322,168,676 and 317,676,034 shares issued<br>and outstanding as of June 30, 2025 and December 31, 2024, respectively;<br>Class B shares, $0.0001 par value, 200,000,000 shares authorized; 43,881,251 shares issued and outstanding as of June 30, 2025<br>and December 31, 2024, respectively 37 36<br>Additional paid-in capital 585,688 579,378<br>Accumulated deficit (333,954) (298,871)<br>Accumulated other comprehensive loss (2,544) (2,233)<br>Total stockholders' equity 249,227 278,310<br>Total liabilities and stockholders' equity $ 290,460 $ 329,785 |
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| 5 Letter to Our Shareholders Q2 2025<br>SES AI Corporation<br>Condensed Consolidated Statements of Operations and Comprehensive Loss<br>(Unaudited)<br>Three Months Ended June 30, Six Months Ended June 30,<br>(in thousands, except share and per share amounts) 2025 2024 2025 2024<br>Revenue from contracts with customers:<br>Revenue $ 3,527 $ — $ 9,320 $ —<br>Cost of revenues 927 — 2,163 —<br>Gross profit 2,600 — 7,157 —<br>Operating expenses:<br>Research and development 19,087 15,057 39,597 26,822<br>General and administrative 6,520 9,570 13,840 19,076<br>Total operating expenses 25,607 24,627 53,437 45,898<br>Loss from operations (23,007) (24,627) (46,280) (45,898)<br>Other income:<br>(Loss) Gain on change in fair value of Sponsor Earn-Out liabilities (1,443) 1,411 6,436 2,286<br>Interest income 2,367 3,995 5,037 8,157<br>Miscellaneous income (expense), net 100 (580) 396 294<br>Total other income, net 1,024 4,826 11,869 10,737<br>Loss before income taxes (21,983) (19,801) (34,411) (35,161)<br>Provision for income taxes (668) (96) (672) (293)<br>Net loss (22,651) (19,897) (35,083) (35,454)<br>Other comprehensive loss, net of tax:<br>Foreign currency translation adjustment (283) (93) (236) (550)<br>Unrealized loss on short-term investments (55) (59) (75) (358)<br>Total other comprehensive loss, net of tax (338) (152) (311) (908)<br>Total comprehensive loss $ (22,989) $ (20,049) $ (35,394) $ (36,362)<br>Net loss per share attributable to common stockholders:<br>Basic and diluted $ (0.07) $ (0.06) $ (0.11) $ (0.11)<br>Weighted-average shares outstanding:<br>Basic and diluted 331,731,923 320,833,854 330,539,801 319,812,287 |
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| 6 Letter to Our Shareholders Q2 2025<br>SES AI Corporation<br>Condensed Consolidated Statements of Cash Flows<br>(Unaudited)<br>Six Months Ended June 30,<br>(in thousands) 2025 2024<br>Cash Flows From Operating Activities<br>Net loss $ (35,083) $ (35,454)<br>Adjustments to reconcile net loss to net cash used in operating activities:<br>Gain from change in fair value of Sponsor Earn-Out liabilities (6,436) (2,286)<br>Stock-based compensation 6,686 9,586<br>Depreciation and amortization 5,043 3,666<br>Accretion income from available-for-sale short-term investments (1,734) (3,889)<br>Other 103 (1,478)<br>Changes in operating assets and liabilities:<br>Receivable from related party — 3,321<br>Accounts receivable (2,059) —<br>Inventories 103 22<br>Prepaid expenses and other assets 2,338 (2,548)<br>Right-of-use assets 1,272 1,802<br>Accounts payable (25) (274)<br>Lease liabilities (1,350) (1,715)<br>Accrued expenses and other liabilities (2,512) (1,824)<br>Net cash used in operating activities (33,654) (31,071)<br>Cash Flows From Investing Activities<br>Purchases of property and equipment (1,720) (10,454)<br>Purchase of short-term investments (162,267) (133,999)<br>Proceeds from the maturities of short-term investments 80,800 145,000<br>Net cash (used in) provided by investing activities (83,187) 547<br>Cash Flows From Financing Activities<br>Payments for taxes withheld to cover vested restricted stock (358) —<br>Proceeds from stock option exercises 13 128<br>Net cash (used in) provided by financing activities (345) 128<br>Effect of exchange rates on cash 199 (501)<br>Net decrease in cash, cash equivalents and restricted cash (116,987) (30,897)<br>Cash, cash equivalents and restricted cash at beginning of period 129,395 86,966<br>Cash, cash equivalents and restricted cash at end of period $ 12,408 $ 56,069<br>Supplemental Cash and Non-Cash Information:<br>Income taxes paid $ — $ 203<br>Accounts payable and accrued expenses related to purchases of property and equipment $ 1,005 $ 2,081 |
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| 7 Letter to Our Shareholders Q2 2025<br>Forward-Looking Statements<br>This letter contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities<br>Exchange Act of 1934, as amended, about us and our industry that involve substantial risks and uncertainties. Forward-looking statements generally relate to future<br>events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “will,” “goal,”<br>“prioritize,” “plan,” “target,” “expect,” “focus,” “look forward,” “opportunity,” “believe,” “estimate,” “continue,” “anticipate,” “project” and “pursue” or the negative of these<br>terms or similar expressions. These statements are based on the beliefs and assumptions of the management of the Company. You should not place undue reliance<br>on these forward-looking statements. Although the Company believes that its plans, intentions and expectations reflected in or suggested by these forward-looking<br>statements are reasonable, it cannot provide assurance that it will achieve or realize these plans, intentions or expectations. Should one or more of a number of<br>known and unknown risks and uncertainties materialize, or should any of our assumptions prove incorrect, our actual results or performance may be materially<br>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,<br>among other things, that conditions to the closing of the acquisition of Shenzhen UZ Energy Co. Ltd. and its related entities (“UZ Energy”) may not be satisfied, the<br>potential impact on the business of the Company due to the announcement of the acquisition of UZ Energy, the occurrence of any event, change or other<br>circumstances that could give rise to the termination of the purchase agreement therefor, changes in the financial condition, business or prospects of UZ Energy or<br>the Company’s discovery of additional information relating thereto, general economic conditions, risks related to the development and commercialization of SES AI’s<br>battery technology and the timing and achievement of expected business milestones, risks relating to the uncertainty of achieving and maintaining profitability, the<br>ability of SES to integrate its products into electric vehicles and Urban Air Mobility, drones, energy storage systems, robotics and other applications, the risk that the<br>market for SES AI’s AI-based services, including Molecular Universe, is still emerging, and such programs may not achieve the growth potential SES AI expects and<br>other factors described in our filings with the Securities and Exchange Commission (the “SEC”), including in the “Risk Factors” and “Management’s Discussion and<br>Analysis of Financial Condition and Results of Operations” sections of our most recently filed Annual Report on Form 10-K, Quarterly Report on Form 10-Q and<br>other documents that we have filed, or that we will file, with the SEC. Any forward-looking statements made by us in this letter speak only as of the date on which<br>they are made and subsequent events may cause these expectations to change. We disclaim any obligations to update or alter these forward-looking statements in<br>the future, whether as a result of new information, future events or otherwise, except as required by law. |
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Exhibit 99.2
| Beyond Li-ion™ |
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SES AI Reports Second Quarter 2025 Financial Results
Reports second quarter revenue of $3.5 million
Affirms 2025 revenue guidance of $15 million to $25 million
Released MU-0.5, the latest version of Molecular Universe software and services platform for all batteries and chemistries
Expands Reach into Energy Storage Systems with Agreement to acquire UZ Energy
Woburn, MA (August 4, 2025) - SES AI Corporation (“SES AI”, the “Company,” “we” or “us”) (NYSE: SES), a global leader in the development and manufacturing of AI-enhanced high-performance Li-Metal and Li-ion batteries, today announced its business results for the second quarter ended June 30, 2025 and affirmed its previously issued financial guidance for the year ending December 31, 2025.
Second Quarter 2025 Highlights:
| ● | Revenue of $3.5 million for a total of $9.3 million in the first half of 2025 |
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| ● | Gross Margin of 74%, primarily from strong service performance |
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| ● | Cash used in operations of $10.8 million, a 51% decrease from 2Q24 and a 53% decrease from 1Q25 |
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| ● | Quarter end liquidity position of $229 million with no debt |
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| ● | More than 30 companies are Molecular Universe enterprise-level trial users |
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| ● | Affirms 2025 revenue guidance of $15 million to $25 million |
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The Company posted a Letter to Our Shareholders on its Investor Relations website from Founder and CEO Dr. Qichao Hu and Chief Financial Officer Jing Nealis, which provides a business update, details on its second quarter 2025 results, and its guidance for 2025.
Qichao Hu, Founder and CEO of SES AI, noted, “Last week in our preliminary earnings release, we stated that our path to profitability remains strong, and we are on track to reach our year-end revenue target of between $15 million to $25 million. MU-0.5, our most recent version of Molecular Universe, continues to gain traction with battery OEMs, as we now have more than 30 enterprise-level trial users, including several battery OEMs from Japan who join our existing Chinese and Korean trial customers.
“In addition, we also announced an agreement to acquire UZ Energy, an established player in the ESS space in Europe, Australia and Asia. We are excited to leverage UZ’s strong marketing team and hardware platform to expand our market share in not only the global $300 billion ESS market but specifically in the United States. For the remainder of 2025, we will continue to be disciplined in deployment of our excess liquidity in potential M&A and share repurchases, developing the next release of
Molecular Universe to meet customer needs and building on UZ Energy’s strengths in ESS,” Hu added.
The Company will hold a conference call on Monday, August 4, 2025, at 5:00 p.m. ET.
A webcast of the live conference call will be available through SES’s Investor Relations website, https://investors.ses.ai.
The conference call can also be accessed live over the phone by dialing the following numbers:
United States (Toll Free): +1 833-470-1428 International: +1 404-975-4839 https://events.q4inc.com/attendee/479976618
Access Code: 681928
A webcast replay will be available shortly after the call at: https://investors.ses.ai/events-and-presentations/events/default.aspx
About SES AI:
SES AI Corp. (NYSE: SES) is powering the future of global electric transportation on land and in the air with the world’s most advanced Li-Metal batteries. SES AI is the first battery company in the world to accelerate its pace of innovation by utilizing superintelligent AI across the spectrum of its business, from research and development; materials sourcing; cell design; engineering and manufacturing; to battery health and safety monitoring. Founded in 2012, SES AI is an Li-Metal battery developer and manufacturer headquartered in Boston and with operations in Singapore, Shanghai, and Seoul. Learn more at SES.AI.
SES AI may use its website as a distribution channel of material company information. Financial and other important information regarding SES AI is routinely posted on and accessible through the Company’s website at www.ses.ai. Accordingly, investors should monitor this channel, in addition to following SES AI’s press releases, Securities and Exchange Commission filings and public conference calls and webcasts.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, about us and our industry that involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “will,”
“goal,” “prioritize,” “plan,” “target,” “expect,” “focus,” “look forward,” “opportunity,” “believe,” “estimate,” “continue,” “anticipate,” “project” and “pursue” or the negative of these terms or similar expressions. These statements are based on the beliefs and assumptions of the management of the Company. You should not place undue reliance on these forward-looking statements. 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. Should one or more of a number of known and unknown risks and uncertainties materialize, or should any of our assumptions prove incorrect, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include, but are not limited to, among other things, that conditions to the closing of the acquisition of Shenzhen UZ Energy Co. Ltd. and its related entities (“UZ Energy”) may not be satisfied, the potential impact on the business of the Company due to the announcement of the acquisition of UZ Energy, the occurrence of any event, change or other circumstances that could give rise to the termination of the purchase agreement therefor, changes in the financial condition, business or prospects of UZ Energy or the Company’s discovery of additional information relating thereto, general economic conditions, and other factors described in our filings with the Securities and Exchange Commission (the “SEC”), including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our most recently filed Annual Report on Form 10-K, Quarterly Report on Form 10-Q and other documents that we have filed, or that we will file, with the SEC. Any forward-looking statements made by us in this press release speak only as of the date on which they are made and subsequent events may cause these expectations to change. We disclaim any obligations to update or alter these forward-looking statements in the future, whether as a result of new information, future events or otherwise, except as required by law.
Contacts:
For the media:
pr@ses.ai
For investors:
ir@ses.ai