[SCHEDULE 13G/A] SES AI Corp Amended Passive Investment Disclosure

Rhea-AI Filing Summary

Tianqi Lithium HK Co., Ltd. and Tianqi Lithium Corporation report significant ownership in SES AI Corp. They disclose beneficial ownership of 24,922,386 shares of SES AI’s Class A common stock, representing 7.8% of the class. This total consists of 22,140,256 existing shares plus 2,782,130 additional Class A shares that will be issued to Tianqi if SES AI’s share price reaches at least $18.00 during a specified earn-out period starting one year after the business combination closing and ending five years after that closing.

The ownership percentage is calculated using 321,190,509 Class A shares outstanding as of November 10, 2025, as reported by SES AI. Tianqi Lithium HK Co., Ltd. is wholly owned by Chengdu Tianqi Lithium Limited, which in turn is wholly owned by Tianqi Lithium Corporation, so the parent company is also deemed to beneficially own the same 7.8% stake.

Insights

Equity ownership and disclosure analyst

Tianqi Lithium discloses a 7.8% economic stake in SES AI Corp.

Tianqi Lithium HK Co., Ltd. and its parent Tianqi Lithium Corporation report beneficial ownership of 24,922,386 SES AI Class A shares, or 7.8% of the class. The stake includes 22,140,256 currently held shares plus 2,782,130 earn-out shares that become issuable only if SES AI’s stock trades at or above $18.00 during a defined window beginning one year after the business combination closing and ending five years after that closing.

This filing characterizes Tianqi as a sizeable but non-controlling shareholder in SES AI Corp, based on 321,190,509 Class A shares outstanding as of November 10, 2025. Because Tianqi Lithium HK is wholly owned through subsidiaries by Tianqi Lithium Corporation, the parent is deemed to share the same beneficial ownership. Future company disclosures may clarify any changes in this percentage if Tianqi buys, sells, or the earn-out conditions are met.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

SES AI Corp

(Name of Issuer)

Class A common stock, par value $0.0001 per share

(Title of Class of Securities)

78397Q109

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 78397Q109

1

Names of Reporting Persons

Tianqi Lithium HK Co., Ltd.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

HONG KONG

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 24,922,386.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 24,922,386.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

24,922,386.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.8 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: 1. Represents (i) 22,140,256 shares of the Issuer's Class A Common Stock and (ii) 2,782,130 shares of Class A Common Stock that will be issued to the reporting person if the closing price of shares of the Class A Common Stock is equal to or greater than $18.00 during the period beginning on the date that is the one year following the closing of the Business Combination (the "Closing") and ending on the date that is five years following such closing (the "Earn-Out Shares"). 2. Calculated based on 321,190,509 shares of Class A Common Stock outstanding as of 10 Nov 2025 as reported on the Issuer's Form 10-Q, filed on 12 Nov 2025.

SCHEDULE 13G

CUSIP No. 78397Q109

1

Names of Reporting Persons

Tianqi Lithium Corporation

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 24,922,386.00
6	Shared Voting Power
7	Sole Dispositive Power 24,922,386.00
8	Shared Dispositive Power

9

Aggregate Amount Beneficially Owned by Each Reporting Person

24,922,386.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.8 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: 1. Represents (i) 22,140,256 shares of the Issuer's Class A Common Stock and (ii) 2,782,130 shares of Class A Common Stock that will be issued to the reporting person if the closing price of shares of the Class A Common Stock is equal to or greater than $18.00 during the period beginning on the date that is the one year following the closing of the Business Combination (the "Closing") and ending on the date that is five years following such closing (the "Earn-Out Shares"). Tianqi Lithium HK Co., Ltd. is wholly owned by Chengdu Tianqi Lithium Limited, and Chengdu Tianqi Lithium Limited is wholly owned by Tianqi Lithium Corporation. Therefore, Chengdu Tianqi Lithium Limited and Tianqi Lithium Corporation may be deemed to be beneficial owners of the shares of Class A common stock held by Tianqi Lithium HK Co., Ltd.. 2. Calculated based on 321,190,509 shares of Class A Common Stock outstanding as of 2025-11-10 as reported on the Issuer's Form 10-Q, filed on 2025-11-12.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: SES AI Corp
(b)	Address of issuer's principal executive offices: 35 CABOT RD., 35 CABOT RD., WOBURN, MASSACHUSETTS, 01801.
Item 2.
(a)	Name of person filing: This Statement is being filed on behalf of (i) Tianqi Lithium HK Co., Ltd., and (ii) Tianqi Lithium Corporation. Tianqi Lithium HK Co., Ltd. and Tianqi Lithium Corporation are each referred to herein as a "Reporting Person" and are collectively referred to herein as the "Reporting Persons". The agreement between the Reporting Persons relating to the joint filing of this Statement is attached hereto as Exhibit 99.1.
(b)	Address or principal business office or, if none, residence: The address of the principal business office for each Reporting Person is No.166 Hongliang West 1st Street, Tianfu New Area, Chengdu, Sichuan, China.
(c)	Citizenship: The citizenship of Tianqi Lithium HK Co., Ltd. is Hong Kong. The citizenship of Tianqi Lithium Corporation is the People's Republic of China.
(d)	Title of class of securities: Class A common stock, par value $0.0001 per share
(e)	CUSIP No.: 78397Q109
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The information required by Items 4(a) is set forth in Row 9 of the cover page for each Reporting Person and is incorporated herein by reference.
(b)	Percent of class: The information required by Items 4(a) is set forth in Row 11 of the cover page for each Reporting Person and is incorporated herein by reference.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information required by Items 4(c) is set forth in Rows 5-8 of the cover page for each Reporting Person and is incorporated herein by reference.
	(ii) Shared power to vote or to direct the vote:
	(iii) Sole power to dispose or to direct the disposition of: The information required by Items 4(c) is set forth in Rows 5-8 of the cover page for each Reporting Person and is incorporated herein by reference.
	(iv) Shared power to dispose or to direct the disposition of:
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Tianqi Lithium HK Co., Ltd.

Signature:	Yuway Szetoo
Name/Title:	Director
Date:	12/31/2025

Tianqi Lithium Corporation

Signature:	Frank Chun Shing Ha
Name/Title:	Chief Executive Officer
Date:	12/31/2025