SES AI Corp. (NYSE: SES) has signed a definitive agreement to buy 100% of Shenzhen-based energy-storage provider UZ Energy for ≈RMB 183.5 m (US$25.5 m). The consideration is split into:
- RMB 90 m primary capital injection for new UZ shares
- RMB 23.46 m cash to existing shareholders
- RMB 10 m earn-out tied to UZ’s FY-25 revenue
- RMB 60 m earn-out, adjustable up or down, linked to FY-26 revenue and cash metrics
The 8-K also furnishes (but does not file) preliminary, unaudited Q2-25 revenue and liquidity figures via Exhibit 99.1, and a press release announcing the transaction (Ex. 99.2). Management cautions that final results may differ materially once full GAAP accounting is completed.
The staged, performance-based structure limits upfront cash outlay and aligns seller incentives, while giving SES immediate entry into the fast-growing energy-storage systems market in China and abroad. Risks remain around regulatory clearance, integration and the possibility of downward earn-out adjustments.
SES AI Corporation's Chief Financial Officer Jing Nealis reported a Form 4 filing on June 28, 2025, disclosing transactions from June 16, 2025. The key details include:
- A withholding transaction (Code F) of 15,691 shares of Class A Common Stock at $0.9586 per share to cover tax obligations from a vesting restricted share award
- Following the transaction, Nealis beneficially owns 2,647,669 shares directly, which includes:
- 61,800 unvested shares from a restricted share award granted August 16, 2021 (vesting over 4 years)
- 1,426,800 shares underlying restricted stock units subject to forfeiture
This transaction represents a standard tax withholding event rather than an open market sale, with shares automatically withheld for tax purposes upon vesting of equity awards.