0001819142false0001819142us-gaap:WarrantMember2025-08-042025-08-040001819142us-gaap:CommonStockMember2025-08-042025-08-0400018191422025-08-042025-08-04
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)
| | | | |
Delaware | | 001-39845 | | 88-0641865 |
(State or other jurisdiction of incorporation) | | (Commission
File Number) | | (IRS Employer
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):
| |
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
☐ | 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
| | | | |
Title of each class | | Trading
Symbol(s) | | Name of each exchange 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 |
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
| | |
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) |
| | |
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.
| | |
| SES AI Corporation |
| | |
Date: August 4, 2025 | By: | /s/ Jing Nealis |
| Name: | Jing Nealis |
| Title: | Chief Financial Officer |
