Table of Contents SES AI Corporation (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) 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 March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ...

SES AI Corporation (NYSE:SES) Q1 2024 Earnings Conference Call May 3, 2024 9:00 AM ET Company Participants Kyle Pilkington - Chief Legal Officer Qichao Hu - Founder, Chairman and CEO Jing Nealis - CFO Conference Call Participants Mark Shooter - William Blair Shawn Severson - Water Tower Research Operator Good morning, all. I would like to welcome you all to the SES First Quarter 2024 Business and Financial Results Call. My name is Brica and I will be your moderator for today's call. All lines are on mute fo ...

Exhibit 99.1 Dear Shareholders, Our mission is to power a new era of electric transportation on land and in air with Li-Metal batteries. That new era became a lot more visible in the past few weeks as we reached two milestones that we believe no Li-Metal battery manufacturer has ever reached before. We're excited to talk about those achievements in more detail as we believe these milestones reinforce our lead in the race to commercialize our Li-Metal technology for both EV and UAM applications. We have talk ...

Part I [Business](index=7&type=section&id=Item%201.%20Business) SES AI develops high-performance Li-Metal batteries for EVs and UAM, with OEM partnerships and global R&D facilities - SES is a **pre-commercialization stage** company focused on developing and producing high-performance Lithium-Metal (Li-Metal) rechargeable batteries for EVs and UAM applications[23](index=23&type=chunk) - The company's technology aims to combine the **high energy density** of Li-Metal with the **large-scale manufacturability** of conventional Li-ion batteries, utilizing a proprietary high-concentration, solvent-in-salt liquid electrolyte[24](index=24&type=chunk)[27](index=27&type=chunk)[30](index=30&type=chunk) Projected Battery Performance Metrics | Metric | Projected Performance | | :--- | :--- | | Gravimetric Energy Density | 400 Wh/kg | | Volumetric Energy Density | 1,000 Wh/L | | Fast Charge Capability | to 80% in less than 15 minutes | - SES has entered into **B-Sample joint development agreements (JDAs)** with major OEMs, including General Motors (GM), Hyundai, and Honda, to advance its battery technology towards commercial production, which is targeted for **2027**[36](index=36&type=chunk)[37](index=37&type=chunk)[46](index=46&type=chunk) - As of December 31, 2023, the company holds **76 granted patents** and has over **108 pending patent applications** covering cell design, materials, battery management, and environmental aspects[54](index=54&type=chunk)[57](index=57&type=chunk) - The company had approximately **300 full-time employees** as of December 31, 2023, a **50% increase** from the prior year, with about **80%** engaged in R&D functions across facilities in the US, China, and South Korea[56](index=56&type=chunk) [Risk Factors](index=18&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks including commercialization challenges, no revenue, capital needs, untested technology, competition, OEM reliance, and internal control weaknesses - The company faces **significant challenges** in developing a commercially viable Li-Metal battery for EVs, as the technology is still in development and has **never been successfully used** in automobiles[71](index=71&type=chunk)[72](index=72&type=chunk) - SES has a history of **no revenues** and **significant net losses**, incurring a net loss of **$53.4 million** in 2023 and an accumulated deficit of **$198.7 million** since inception, expecting to continue incurring losses until at least **2028**[73](index=73&type=chunk)[74](index=74&type=chunk) - The business is **capital-intensive** and will require **substantial additional funding** for development, manufacturing scale-up, and to reach commercialization, though current cash is expected to be sufficient for at least the **next 12 months**[76](index=76&type=chunk)[77](index=77&type=chunk) - The company's success is **highly dependent** on its joint development agreements (JDAs) with OEMs like GM, Hyundai, and Honda, which are for development purposes and **do not represent purchase commitments**[84](index=84&type=chunk)[98](index=98&type=chunk) - The international nature of its operations, with facilities in China and South Korea, exposes SES to **geopolitical, regulatory, and economic risks**, including trade tensions and challenges in protecting intellectual property[147](index=147&type=chunk)[153](index=153&type=chunk) - Management and the company's independent auditor have identified **material weaknesses** in internal control over financial reporting as of December 31, 2023, which could result in material misstatements if not remediated[181](index=181&type=chunk)[182](index=182&type=chunk) - The company is a "**controlled company**" as the SES Founder Group, led by CEO Dr. Qichao Hu, holds approximately **58.6%** of the total voting power, allowing them to influence significant corporate decisions[193](index=193&type=chunk)[194](index=194&type=chunk) [Unresolved Staff Comments](index=58&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports that it has no unresolved staff comments - None[210](index=210&type=chunk) [Cybersecurity](index=58&type=section&id=Item%201C.%20Cybersecurity) SES manages cybersecurity risk through a developing framework with Audit Committee oversight, reporting no material incidents in fiscal 2023 - The company's processes for managing cybersecurity threats are **still in development** and are being integrated into the overall risk management system[211](index=211&type=chunk) - Oversight is provided by the **Audit Committee**, which is composed of independent directors and regularly briefed on cyber risks[217](index=217&type=chunk) - The company is **not aware of any material cybersecurity incidents** during fiscal year 2023[216](index=216&type=chunk) [Properties](index=60&type=section&id=Item%202.%20Properties) The company leases R&D and production facilities in the US, China, and South Korea, with a new electrolyte foundry operational in January 2024 - SES **leases facilities** in Woburn, MA (headquarters); Shanghai, China; and Chungju and Seoul, South Korea for its R&D, pilot production, and administrative functions[217](index=217&type=chunk) - A **new leased facility** for an electrolyte foundry near the Woburn headquarters began operations in **January 2024**[217](index=217&type=chunk) [Legal Proceedings](index=62&type=section&id=Item%203.%20Legal%20Proceedings) The company may be subject to claims in the ordinary course of business but does not expect any such liabilities to have a material effect on its financial condition, results of operations, or cash flows - Information regarding legal contingencies is **incorporated by reference** from Note 14 to the consolidated financial statements[219](index=219&type=chunk) - Management **does not expect any liabilities** from ordinary course claims to have a **material effect** on the company's financial condition[407](index=407&type=chunk) [Mine Safety Disclosures](index=62&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[220](index=220&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=62&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Class A common stock and public warrants trade on the NYSE, with no cash dividends paid or anticipated in the foreseeable future - Class A common stock trades on the **NYSE** under the symbol "**SES**"[221](index=221&type=chunk) - Public warrants trade on the **NYSE** under the symbol "**SES WS**"[221](index=221&type=chunk) - The company has **not paid any cash dividends** to date and does not plan to in the foreseeable future[223](index=223&type=chunk) [Reserved](index=63&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=64&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) SES, a pre-commercialization company with no revenue, reported a $53.4 million net loss in 2023, with strong liquidity from $85.7 million cash and $246.8 million short-term investments - The company is in a **pre-commercialization stage** and has **not generated any revenue** from its business operations[231](index=231&type=chunk)[241](index=241&type=chunk) Key Financial Results (in thousands) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Research and development | $30,675 | $27,967 | | General and administrative | $47,483 | $51,606 | | **Total operating expenses** | **$78,158** | **$79,573** | | Loss from operations | ($78,158) | ($79,573) | | **Net loss** | **($53,400)** | **($50,993)** | - R&D expenses **increased by 9.7%** in 2023 due to higher personnel costs from increased headcount, facility costs, and material supplies, partially offset by a **$10.7 million increase** in credits from JDA partners[246](index=246&type=chunk) - G&A expenses **decreased by 8.0%** in 2023, primarily due to lower insurance premiums and the absence of transaction costs related to the 2022 Business Combination[248](index=248&type=chunk) - As of December 31, 2023, the company had **$85.7 million** in cash and cash equivalents and **$246.8 million** in short-term investments, with an accumulated deficit of **$198.7 million**[254](index=254&type=chunk) Summary of Cash Flows (in thousands) | Activity | 2023 | 2022 | | :--- | :--- | :--- | | Net cash used in operating activities | $(56,412) | $(46,500) | | Net cash provided by (used in) investing activities | $32,719 | $(296,009) | | Net cash provided by financing activities | $3,275 | $289,927 | [Quantitative and Qualitative Disclosures About Market Risk](index=77&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces interest rate and foreign currency risks, with a 100 basis point rate increase impacting short-term investments by $1.2 million, and unhedged exposure to RMB and KRW - The company's primary market risks are **interest rate risk** and **foreign currency risk**[276](index=276&type=chunk) - A hypothetical **100 basis point increase** in interest rates would decrease the fair value of the company's short-term investments by approximately **$1.2 million** as of December 31, 2023[277](index=277&type=chunk) - The company is exposed to **foreign currency fluctuations** related to its subsidiaries in China (RMB) and South Korea (KRW), but **does not currently use hedging instruments**[278](index=278&type=chunk) [Financial Statements and Supplementary Data](index=78&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents consolidated financial statements, with Grant Thornton LLP issuing an unqualified opinion on financials but an adverse opinion on internal control over financial reporting as of December 31, 2023 - The independent registered public accounting firm, Grant Thornton LLP, issued an **adverse opinion** on the Company's internal control over financial reporting as of December 31, 2023[284](index=284&type=chunk)[294](index=294&type=chunk) Consolidated Balance Sheet Highlights (in thousands) | Account | Dec 31, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | Cash and cash equivalents | $85,671 | $106,623 | | Short-term investments | $246,775 | $283,460 | | **Total Assets** | **$406,810** | **$440,439** | | Total Liabilities | $47,860 | $48,900 | | **Total Stockholders' Equity** | **$358,950** | **$391,539** | Consolidated Statement of Operations Highlights (in thousands) | Account | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Total operating expenses | $78,158 | $79,573 | $32,006 | | Loss from operations | ($78,158) | ($79,573) | ($32,006) | | **Net loss** | **($53,400)** | **($50,993)** | **($31,255)** | | Net loss per share | ($0.17) | ($0.18) | ($0.51) | - The company has JDAs with Hyundai, GM, and Honda, recording **$23.1 million** in credits to research and development expense from these partnerships for the year ended Dec 31, 2023[379](index=379&type=chunk)[380](index=380&type=chunk)[382](index=382&type=chunk) - The fair value of the Sponsor Earn-Out liabilities, measured using a Monte Carlo simulation, **decreased from $11.0 million to $4.2 million** at year-end 2023, resulting in a **gain of $6.8 million**[393](index=393&type=chunk)[394](index=394&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=133&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[465](index=465&type=chunk) [Controls and Procedures](index=133&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded disclosure controls were ineffective as of December 31, 2023, due to material weaknesses in internal control over financial reporting, with a remediation plan underway and prior weaknesses remediated - Management concluded that disclosure controls and procedures were **not effective** as of December 31, 2023, due to **material weaknesses** in internal control over financial reporting[466](index=466&type=chunk) - A material weakness was identified related to **insufficient user access and monitoring controls** for a financial application, creating **inadequate segregation of duties**[472](index=472&type=chunk) - A second material weakness was identified where a management review control over the valuation of sponsor earn-out liabilities did **not operate effectively**, failing to evaluate a key assumption with appropriate precision[472](index=472&type=chunk) - The company is implementing a **remediation plan** that includes hiring additional qualified personnel, enhancing IT controls, restricting system access, and improving review documentation[476](index=476&type=chunk)[479](index=479&type=chunk) - Material weaknesses reported for the fiscal year ended December 31, 2022, were **remediated** as of December 31, 2023[480](index=480&type=chunk) [Other Information](index=137&type=section&id=Item%209B.%20Other%20Information) During the quarter ended December 31, 2023, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements - **No director or Section 16 officer adopted or terminated** a Rule 10b5-1 trading arrangement in Q4 2023[482](index=482&type=chunk) [Disclosure Regarding Foreign Jurisdictions That Prevent Inspections](index=137&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20That%20Prevent%20Inspections) This item is not applicable to the company - Not applicable[483](index=483&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=138&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) The information required by this item will be included in the company's definitive proxy statement for its 2024 Annual Meeting of Stockholders and is incorporated herein by reference - Information is **incorporated by reference** from the forthcoming Proxy Statement[485](index=485&type=chunk) [Executive Compensation](index=138&type=section&id=Item%2011.%20Executive%20Compensation) The information required by this item will be included in the company's definitive proxy statement for its 2024 Annual Meeting of Stockholders and is incorporated herein by reference - Information is **incorporated by reference** from the forthcoming Proxy Statement[486](index=486&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=138&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) The information required by this item will be included in the company's definitive proxy statement for its 2024 Annual Meeting of Stockholders and is incorporated herein by reference - Information is **incorporated by reference** from the forthcoming Proxy Statement[487](index=487&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=138&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The information required by this item will be included in the company's definitive proxy statement for its 2024 Annual Meeting of Stockholders and is incorporated herein by reference - Information is **incorporated by reference** from the forthcoming Proxy Statement[488](index=488&type=chunk) [Principal Accounting Fees and Services](index=138&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) The information required by this item will be included in the company's definitive proxy statement for its 2024 Annual Meeting of Stockholders and is incorporated herein by reference - Information is **incorporated by reference** from the forthcoming Proxy Statement[489](index=489&type=chunk) Part IV [Exhibits, Financial Statement Schedules](index=138&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists financial statements and exhibits filed with the Form 10-K, including corporate governance documents, material contracts, and certifications - This item lists **all exhibits** filed with or incorporated by reference into the Form 10-K[491](index=491&type=chunk) [Form 10-K Summary](index=145&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company indicates that there is no Form 10-K summary - None[499](index=499&type=chunk)

Financial Data and Key Metrics Changes - The company reported cash used in operations of $56.4 million for the full year 2023, with capital expenditures of $15.8 million, ending the year with $332 million in liquidity, which supports the company in achieving commercialization milestones [38][62] - Operating expenses for the fourth quarter were $17.9 million, slightly down from the same period last year, with research and development expenses of $7.4 million [63][84] Business Line Data and Key Metrics Changes - The company achieved significant improvements in lithium-metal cell production, producing more large automotive lithium-metal cells per month in just one line in 2023 than during all of 2022 [16] - Avatar AI prediction accuracy increased from 60% in 2022 to 92% in 2023, with a target of 95% for 2024 [23][51] Market Data and Key Metrics Changes - The Urban Air Mobility (UAM) market is identified as a promising opportunity, with the company planning to ship the first batch of UAM cells in 2024, which will be its first commercial products [30][58] - The company targets energy density for UAM cells at least 1100 to 1200 watts per liter, significantly higher than current lithium-ion batteries [9][118] Company Strategy and Development Direction - The company focuses on delivering EV B-sample joint development agreements and aims to sign more agreements later in the year, emphasizing the importance of practical safety and manufacturability [12][22] - The strategy includes using AI to monitor battery health and predict incidents, aiming for near 100% safety guarantee for EV and UAM applications [17][59] Management's Comments on Operating Environment and Future Outlook - Management expressed excitement about the UAM market, highlighting that achieving FAA certification for battery packs will set standards for years to come [6][30] - The company plans to increase quality control checkpoints from 600 to 1,500, integrating more imaging-based checkpoints with Avatar AI [53][32] Other Important Information - The company is converting one of its A-sample lines in South Korea to produce UAM cells, which will incorporate the latest production quality control plan [57] - The company aims to build a robust roadmap for future generations of lithium metal through systematic study of electrolyte chemical structures [54] Q&A Session Summary Question: What is the timeline for B-sample development? - The B-sample development is expected to take about 18 months, concluding around mid-next year [66] Question: How much of the CapEx is allocated to automotive versus UAM? - Most of the CapEx will be focused on the automotive B-sample line, with a smaller portion dedicated to converting an A-sample line for UAM [69] Question: When will the first commercial battery production be available? - The first commercial production for UAM is targeted for the first half of 2025, while EV production is likely in the second half of next year [96] Question: What are the key challenges in scaling lithium-metal anode production? - Challenges include the thin and weak nature of lithium on copper, which complicates conventional production processes [97] Question: How will AI be used to advance battery technology? - AI will be used to ensure safety and improve performance, cycle life, energy density, and for future material development [75]

Dear Shareholders, 2023 was a great year for us, we took a massive step toward commercialization of our Li-Metal technology for automotive applications. We signed the world's first automotive B-sample joint development agreement for Li-Metal batteries with a major automaker. No one has ever gotten this far with Li-Metal batteries for EV application. This is a giant leap in the commercialization of Li-Metal technology for automotive applications. Our 3 JDA partners, GM, Hyundai, and Honda continue to be very ...

Table of Contents 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 September 30, 2023 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) (State or other jurisdict ...

SES AI Corporation (NYSE:SES) Q3 2023 Earnings Conference Call November 7, 2023 8:30 AM ET Company Participants Eric Goldstein - Vice President, Investor Relations Qichao Hu - Founder and Chief Executive Officer Jing Nealis - Chief Financial Officer Conference Call Participants Winnie Dong - Deutsche Bank Shawn Severson - Water Tower Research Jeff Grampp - Alliance Global Partners Operator Hello, everyone, and welcome to the SES AI Corporation Third Quarter Earnings Conference Call. My name is Bruno and I'l ...

SES AI Corporation (NYSE:SES) Q2 2023 Earnings Conference Call August 8, 2023 5:00 PM ET Company Participants Eric Goldstein - VP of IR Qichao Hu - Founder, Chairman & CEO Jing Nealis - CFO Conference Call Participants Shawn Severson - Water Tower Research Operator Good afternoon, all. I would like to welcome you all to the SES AI Corporation Second Quarter Earnings Call. My name is Rica, and I will be the moderator operating today's conference call. [Operator Instructions] And I would now like to hand ...

Table of Contents 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, 2023 or For the transition period from to Commission File Number: 001-39845 SES AI Corporation (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Delaware 88-0641865 (I.R.S. Employer Identification No.) 3 ...