SES AI (SES) - 2025 Q1 - Quarterly Report

Cautionary Note Regarding Forward-Looking Statements This section provides a disclaimer for forward-looking statements, highlighting inherent risks and uncertainties that could cause actual results to differ materially Forward-Looking Statements Disclaimer The company's forward-looking statements are subject to risks, including Li-Metal battery commercialization challenges, expected losses, capital needs, and potential NYSE delisting - The company faces significant challenges in developing and commercializing Lithium-Metal (Li-Metal) batteries for electric vehicles (EVs) and urban air mobility (UAM), with unpredictable development pace and potential delays[9] - SES AI Corporation expects to continue incurring losses for the foreseeable future and will require substantial additional capital to fund its business, with no guarantee of achieving or maintaining profitability[9] - The company's Class A common stock is at risk of delisting from the NYSE due to not meeting the minimum share price requirement, which could adversely affect its trading market and investor perception[13][127][128] Part I. Financial Information This part presents the company's unaudited condensed consolidated financial statements and management's discussion and analysis for the three months ended March 31, 2025 Item 1. Financial Statements This section presents the unaudited condensed consolidated financial statements, including balance sheets, statements of operations, stockholders' equity, and cash flows, with detailed notes Condensed Consolidated Balance Sheets (Unaudited) Presents the unaudited condensed consolidated balance sheets, detailing assets, liabilities, and equity as of March 31, 2025, and December 31, 2024 | Metric (in thousands) | March 31, 2025 | December 31, 2024 | | :-------------------- | :------------- | :---------------- | | Cash and cash equivalents | $56,052 | $128,796 | | Short-term investments | $183,710 | $133,748 | | Total current assets | $256,090 | $276,904 | | Total assets | $305,982 | $329,785 | | Total current liabilities | $16,405 | $22,815 | | Total liabilities | $36,127 | $51,475 | | Total stockholders' equity | $269,855 | $278,310 | - Cash and cash equivalents decreased by $72.7 million from December 31, 2024, to March 31, 2025, while short-term investments increased by $49.9 million[15] - Total assets decreased by approximately $23.8 million, and total liabilities decreased by $15.3 million, primarily due to a reduction in Sponsor Earn-Out liabilities[15] Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) Presents the unaudited condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2025, and 2024 | Metric (in thousands) | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :-------------------- | :-------------------------------- | :-------------------------------- | | Revenue | $5,793 | $— | | Cost of revenues | $1,236 | $— | | Gross profit | $4,557 | $— | | Research and development | $20,510 | $11,765 | | General and administrative | $7,320 | $9,506 | | Loss from operations | $(23,273) | $(21,271) | | Net loss | $(12,432) | $(15,557) | | Basic and diluted EPS | $(0.04) | $(0.05) | - The company generated $5.8 million in revenue and $4.6 million in gross profit for the three months ended March 31, 2025, compared to no revenue in the prior-year period, marking the commencement of principal business activities[16][27][75] - Research and development expenses increased by 74.3% to $20.5 million in Q1 2025 from $11.8 million in Q1 2024, while general and administrative expenses decreased by 23.0% to $7.3 million[16][74] - Net loss improved to $(12.4) million in Q1 2025 from $(15.6) million in Q1 2024, and basic and diluted net loss per share improved to $(0.04) from $(0.05)[16] Condensed Consolidated Statements of Stockholders' Equity (Unaudited) Presents the unaudited condensed consolidated statements of stockholders' equity, showing changes for the three months ended March 31, 2025 | Metric (in thousands) | Balance – Dec 31, 2024 | Balance – Mar 31, 2025 | | :-------------------- | :--------------------- | :--------------------- | | Additional Paid-in-Capital | $579,378 | $583,328 | | Accumulated Deficit | $(298,871) | $(311,303) | | Total Stockholders' Equity | $278,310 | $269,855 | - Total stockholders' equity decreased by $8.4 million from December 31, 2024, to March 31, 2025, primarily due to the net loss of $12.4 million, partially offset by stock-based compensation of $4.0 million[19] Condensed Consolidated Statements of Cash Flows (Unaudited) Presents the unaudited condensed consolidated statements of cash flows for the three months ended March 31, 2025, and 2024 | Metric (in thousands) | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :-------------------- | :-------------------------------- | :-------------------------------- | | Net cash used in operating activities | $(22,833) | $(8,979) | | Net cash used in investing activities | $(49,844) | $53,242 | | Net cash provided by financing activities | $8 | $18 | | Net decrease (increase) in cash, cash equivalents and restricted cash | $(72,745) | $43,912 | - Net cash used in operating activities significantly increased to $22.8 million in Q1 2025 from $9.0 million in Q1 2024, driven by net loss and working capital outflows[24][97] - Investing activities shifted from providing $53.2 million in Q1 2024 to using $49.8 million in Q1 2025, primarily due to net purchases of short-term investments[24][102] Notes to Condensed Consolidated Financial Statements (Unaudited) Provides detailed notes explaining the company's business, accounting policies, revenue, partnerships, and other financial details Note 1. Nature of Business Describes SES AI Corporation's business, focusing on AI-enhanced Li-Metal and Li-ion battery development and its operational commencement - SES AI Corporation develops AI-enhanced high-performance Lithium-Metal (Li-Metal) and Lithium-ion (Li-ion) rechargeable battery technologies for EVs, UAM, and other applications[27] - The company's mission is to accelerate the world's energy transition through material discovery and battery management, combining high energy density of Li-Metal with cost-effective manufacturability of Li-ion[27] - Principal operations commenced and revenue from business activities started in October 2024, with R&D facilities in Woburn, MA, Shanghai, China, and Chungju, South Korea[27] Note 2. Basis of Presentation and Summary of Significant Accounting Policies Outlines the basis of financial statement presentation, adherence to U.S. GAAP, and key accounting policies and estimates - The financial statements are prepared in accordance with U.S. GAAP and SEC regulations for interim financial reporting, with all intercompany balances and transactions eliminated in consolidation[28] - Significant estimates and assumptions are made for valuation of equity awards, revenue, deferred tax assets, operating lease liabilities, and long-lived assets[31] - The company uses a fair value hierarchy (Level 1, 2, 3) for financial instruments, with Sponsor Earn-Out liabilities measured at Level 3 fair value[34] Note 3. Revenue Details the company's revenue recognition, primarily from service and product sales, and remaining performance obligations | Revenue Type (in thousands) | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :-------------------------- | :-------------------------------- | :-------------------------------- | | Service revenue | $5,785 | $— | | Product revenue | $8 | $— | | Total revenue from customers | $5,793 | $— | - Revenue for Q1 2025 totaled $5.8 million, primarily from service revenue ($5.785 million) and a small amount of product revenue ($8 thousand), with no revenue in the prior-year period[40] - As of March 31, 2025, remaining performance obligations related to customer contracts totaled $2.3 million, expected to be recognized as revenue within one year[41] Note 4. Partnerships Discusses key joint development agreements and service agreements with OEM partners, including Hyundai and Honda - The company extended a joint development agreement (JDA) with Hyundai Motor Company until December 2025 for B-sample Li-Metal battery technology research and development[42] - The B-sample JDA with Honda Motor Company, Ltd. was replaced with a B-sample services agreement in January 2025, effective through the end of 2025[43] - The A-Sample Li-Metal battery JDA with General Motors concluded in September 2024, and GM is no longer considered a related party as of 2025[43][67] Note 5. Cash and Cash Equivalents Provides a breakdown of cash, cash equivalents, and restricted cash, highlighting changes over the reporting period | (in thousands) | March 31, 2025 | December 31, 2024 | | :------------- | :------------- | :---------------- | | Cash | $6,441 | $7,908 | | Money market funds | $49,611 | $120,888 | | Total cash and cash equivalents | $56,052 | $128,796 | | Restricted cash | $598 | $599 | | Total cash, cash equivalents, and restricted cash | $56,650 | $129,395 | - Total cash and cash equivalents decreased from $128.8 million at December 31, 2024, to $56.1 million at March 31, 2025, primarily due to a reduction in money market funds[47] Note 6. Short-Term Investments Details the company's short-term investments, primarily U.S. treasury securities and marketable equity securities, and their fair values | (in thousands) | Amortized Cost (Mar 31, 2025) | Fair Value (Mar 31, 2025) | Amortized Cost (Dec 31, 2024) | Fair Value (Dec 31, 2024) | | :------------- | :---------------------------- | :------------------------ | :---------------------------- | :------------------------ | | U.S. treasury securities | $182,325 | $182,472 | $132,615 | $132,782 | - The fair value of short-term U.S. treasury securities increased from $132.8 million at December 31, 2024, to $182.5 million at March 31, 2025[49] - Marketable equity securities held by the company increased in value from $1.0 million at December 31, 2024, to $1.2 million at March 31, 2025, with an initial cost of $0.5 million[49] Note 7. Accrued Expenses and Other Current Liabilities Presents a breakdown of accrued expenses and other current liabilities, noting changes due to vendor charges and compensation | Component (in thousands) | March 31, 2025 | December 31, 2024 | | :----------------------- | :------------- | :---------------- | | Employee compensation and related costs | $5,418 | $6,646 | | Vendor project charges | $3,338 | $7,500 | | Professional and consulting services | $1,433 | $1,480 | | Construction in process | $575 | $1,408 | | Total accrued expenses and other current liabilities | $11,961 | $18,329 | - Total accrued expenses and other current liabilities decreased by $6.4 million from $18.3 million at December 31, 2024, to $12.0 million at March 31, 2025, primarily due to decreases in vendor project charges and employee compensation[50] Note 8. Government Grant Describes the government grant received for facilities and equipment, including conditions and its accounting treatment - The company received a government grant in December 2022 for facilities and property/equipment, with conditions including minimum investments and job creation over five to ten years[51] - As of March 31, 2025, and December 31, 2024, the company had received, but not yet earned, cash grants equivalent to $8.1 million, recorded as a noncurrent liability[53] Note 9. Sponsor Earn-Out Liabilities Details the changes in Sponsor Earn-Out liabilities, including fair value adjustments and valuation methodology | (in thousands) | Balance as of Dec 31, 2024 | Change in fair value | Balance as of Mar 31, 2025 | | :------------- | :------------------------- | :------------------- | :------------------------- | | Sponsor Earn-Out liabilities | $9,472 | $(7,879) | $1,593 | - Sponsor Earn-Out liabilities decreased significantly from $9.5 million at December 31, 2024, to $1.6 million at March 31, 2025, primarily due to a $7.9 million gain from the change in fair value[55] - The fair value of Sponsor Earn-Out shares is measured using a Monte Carlo simulation model, with key inputs including expected term, risk-free rate, expected volatility, and stock price[54] Note 10. Commitments and Contingencies Outlines the company's commitments under R&D agreements, lease obligations, and potential legal claims - The company is committed to research and development activities under a JDA with an OEM partner, with an agreed-upon value of up to $35 million, of which $24.0 million has been spent as of March 31, 2025[56] - The company assesses the probability of incurring liability for relinquishment charges under a Woburn office lease amendment as remote[57] - The company is subject to ordinary course legal claims and litigation but expects any liabilities not covered by insurance to not materially affect its financial condition[58] Note 11. Stock-Based Compensation Provides a breakdown of stock-based compensation expenses by functional area and type of equity award | (in thousands) | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :------------- | :-------------------------------- | :-------------------------------- | | Research and development | $1,150 | $1,451 | | General and administrative | $2,662 | $3,333 | | Cost of revenue | $161 | $— | | Total stock-based compensation | $3,973 | $4,784 | - Total stock-based compensation expense decreased to $4.0 million in Q1 2025 from $4.8 million in Q1 2024, with the majority allocated to general and administrative expenses[60] - Restricted Stock Units (RSUs) accounted for the largest portion of stock-based compensation, followed by Performance Stock Units (PSUs) and Restricted Stock Awards (RSAs)[60] Note 12. Income Taxes Discusses the company's effective tax rate and the factors influencing it for the reporting periods - The company's effective tax rate for Q1 2025 was 0.0%, compared to (1.8)% for Q1 2024, primarily due to income taxes on foreign earnings offset by U.S. losses where no benefit was recorded[61] Note 13. Net Loss Per Share Presents the basic and diluted net loss per share and weighted average shares outstanding for the reporting periods | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :----- | :-------------------------------- | :-------------------------------- | | Net loss per share (basic and diluted) | $(0.04) | $(0.05) | | Weighted average shares outstanding (basic and diluted) | 329,334,434 | 318,790,719 | - Common stock equivalents totaling 70.7 million shares for Q1 2025 (84.6 million for Q1 2024) were excluded from diluted net loss per share computation as their effect would have been anti-dilutive or performance criteria were not met[62] Note 14. Segment and Geographic Information Details the company's single operating segment, geographic revenue distribution, and significant expenses - The company operates in one operating and reportable segment, with the CEO serving as the Chief Operating Decision Maker (CODM) and reviewing financial information on a consolidated basis[63] - For Q1 2025, 100% of total revenue was generated outside of the United States, based on customer billing addresses in the Asia Pacific region[66] | Significant Expense (in millions) | Q1 2025 | Q1 2024 | | :-------------------------------- | :------ | :------ | | Compensation and benefits (excl. stock comp, net of reimbursements) | $6.4 | $7.1 | | Lab and equipment (net of reimbursements) | $5.8 | $1.3 | | Professional services | $6.1 | $2.0 | | General and administrative | $3.9 | $4.8 | Note 15. Related-Party Transactions Discusses changes in related-party relationships, specifically regarding General Motors - General Motors (GM) is no longer considered a related party as of 2025, following the mutual termination of the Director Nomination Agreement on October 29, 2024, and GM's termination of board representation[67] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses the company's financial performance, liquidity, and capital resources for the three months ended March 31, 2025 Overview Provides an overview of SES AI Corporation's business, its transition to B-Sample development, and R&D focus areas - SES AI Corporation is a leading developer and manufacturer of high-performance, AI-enhanced Lithium-Metal and Li-ion rechargeable batteries for EVs, UAM, drones, robotics, and battery energy storage systems[70] - The company has transitioned from A-Sample to B-Sample battery development with OEM partners (e.g., GM, Hyundai, Honda) and is focusing R&D on scale-up to 100 Ah cells, module/pack design, AI software/BMS, and advanced materials[71][72] Results of Operations Analyzes the company's revenue, cost of revenue, operating expenses, and non-operating items for the reporting period | Metric (in thousands) | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | Change ($) | Change (%) | | :-------------------- | :-------------------------------- | :-------------------------------- | :--------- | :--------- | | Revenue from customers | $5,793 | $— | $5,793 | 100.0% | | Cost of revenue | $1,236 | $— | $1,236 | 100.0% | | Gross profit | $4,557 | $— | $4,557 | 100.0% | | Research and development | $20,510 | $11,765 | $8,745 | 74.3% | | General and administrative | $7,320 | $9,506 | $(2,186) | (23.0)% | | Loss from operations | $(23,273) | $(21,271) | $(2,002) | 9.4% | Revenue from Customers Discusses the $5.8 million revenue generated in Q1 2025, primarily from service contracts, marking the start of principal business activities - Revenue for Q1 2025 was $5.8 million, primarily from service-related contracts with OEMs and other manufacturers, marking the start of principal business activities in October 2024[75][81] Cost of Revenue Details the $1.2 million cost of revenue in Q1 2025, mainly personnel costs, with expectations for future increases - Cost of revenue for Q1 2025 was $1.2 million, mainly attributable to personnel costs, and is expected to increase with new revenue contracts[76][77] Research and Development Explains the 74% increase in R&D expenses in Q1 2025, driven by lab equipment, AI software, and reduced reimbursements - Gross R&D expenses increased by $8.7 million (74%) to $20.5 million in Q1 2025, compared to $11.8 million in Q1 2024[74][80] - The increase was primarily driven by a $5.5 million rise in lab equipment purchases, a $4.7 million increase in software service costs for AI infrastructure, and a $3.5 million decrease in JDA reimbursements[82][83] - These increases were partially offset by a $3.0 million decrease in salaries, benefits, and stock-based compensation due to lower headcount[83] General and Administrative Highlights the 23% decrease in general and administrative expenses in Q1 2025, primarily due to lower headcount and consulting fees - General and administrative expenses decreased by $2.2 million (23%) to $7.3 million in Q1 2025, compared to $9.5 million in Q1 2024[74][85] - This decrease was mainly due to a $1.7 million reduction in salaries, benefits, and stock-based compensation from lower headcount, a $0.4 million decrease in consulting fees, and a $0.2 million decrease in insurance premiums[85] Non-Operating Items Discusses changes in interest income, gain on Sponsor Earn-Out liabilities, and miscellaneous income for the reporting period - Interest income decreased to $2.7 million in Q1 2025 from $4.2 million in Q1 2024, primarily due to maturities of higher interest securities and cash burn[87] - The company recognized a $7.9 million gain on the change in fair value of Sponsor Earn-Out liabilities in Q1 2025, significantly higher than the $0.9 million gain in Q1 2024[88] - Miscellaneous income, net, decreased by $0.6 million to $0.3 million in Q1 2025, mainly due to a decrease in the fair value of equity investments[89] Liquidity and Capital Resources Assesses the company's cash position, operating cash flows, investing activities, and future capital requirements - As of March 31, 2025, the company had $56.1 million in cash and cash equivalents and $183.7 million in marketable debt and equity securities[91] - The company expects to sustain substantial operating expenses and net operating losses for several years, requiring additional funding beyond existing liquidity for full commercialization[92][93][94] - An at-the-market equity offering program, entered into on February 28, 2025, allows for the sale of up to $150.0 million in Class A Common Stock, though no shares were sold under this program during Q1 2025[94] Summary of Cash Flows Provides a summary of net cash flows from operating, investing, and financing activities for the reporting periods | (in thousands) | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :------------- | :-------------------------------- | :-------------------------------- | | Operating activities | $(22,833) | $(8,979) | | Investing activities | $(49,844) | $53,242 | | Financing activities | $8 | $18 | | Net increase (decrease) in cash, cash equivalents and restricted cash | $(72,745) | $43,912 | Operating Activities Analyzes the significant increase in cash used in operating activities, driven by net loss and working capital outflows - Net cash used in operating activities increased to $22.8 million in Q1 2025 from $9.0 million in Q1 2024, primarily due to a net loss of $12.4 million and an $8.0 million working capital outflow[97][98] - Working capital outflow in Q1 2025 was driven by decreases in accrued expenses ($5.3 million), increases in prepaid assets ($1.7 million), and decreases in operating lease liabilities ($1.0 million)[97] - In Q1 2024, net cash used in operating activities was $9.0 million, with a $3.7 million working capital inflow, mainly from a $5.0 million decrease in prepaids and other assets due to JDA receivable payments[98] Investing Activities Explains the shift in investing activities from cash provided to cash used, primarily due to marketable debt securities purchases - Net cash used in investing activities was $49.8 million in Q1 2025, a significant shift from $53.2 million provided in Q1 2024[101] - This change was primarily due to net purchases of marketable debt securities totaling $48.9 million in Q1 2025, compared to $60.0 million of net proceeds from such investments in Q1 2024[102] - Capital expenditures decreased to $0.9 million in Q1 2025 from $6.8 million in Q1 2024, with a shift towards AI-related infrastructure classified as R&D expense rather than manufacturing equipment[103] Financing Activities Notes the immaterial net cash provided by financing activities for both reporting periods - Net cash provided by financing activities was immaterial for both Q1 2025 ($8 thousand) and Q1 2024 ($18 thousand)[104] Contractual Obligations and Commitments Details the company's short-term and long-term contractual obligations, including purchase and operating lease commitments | Obligation Type | Short Term (in thousands) | Long Term (in thousands) | Total (in thousands) | | :-------------- | :------------------------ | :----------------------- | :------------------- | | Purchase obligations | $27,918 | $654 | $28,572 | | Operating lease obligations | $3,435 | $9,390 | $12,825 | | Total | $31,353 | $10,044 | $41,397 | - As of March 31, 2024, total contractual obligations amounted to $41.4 million, with $31.4 million due in the short term and $10.0 million in the long term[105] Recent Accounting Pronouncements Discusses the company's evaluation of new accounting pronouncements and their potential impact on financial statements - The company is evaluating the impact of ASU 2023-9 (Improvements to Income Tax Disclosures, effective after Dec 15, 2024) and ASU No. 2024-03 (Disaggregation of Income Statement Expenses, effective after Dec 15, 2026) on its consolidated financial statements[36][37][107] Critical Accounting Estimates and Judgments Confirms no significant changes to critical accounting policies or estimates from the prior annual report - There have been no significant changes to the company's critical accounting policies or underlying assumptions and estimates from those disclosed in its 2024 Annual Report on Form 10-K[109] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section states that there have been no significant changes to the company's market risk during the three months ended March 31, 2025, referring to the 2024 Annual Report on Form 10-K for further discussion - No significant changes to the company's market risk occurred during the three months ended March 31, 2025[112] Item 4. Controls and Procedures Reports that disclosure controls and procedures were not effective due to a material weakness in valuing Sponsor Earn-Out liabilities, with remediation efforts underway Evaluation of Disclosure Controls and Procedures Concludes that disclosure controls and procedures were not effective due to material weaknesses, despite fair financial representation - As of March 31, 2025, the company's disclosure controls and procedures were not effective due to identified material weaknesses in internal control over financial reporting[113] - Despite the material weaknesses, management believes the unaudited interim condensed consolidated financial information fairly represents the company's financial condition, results of operations, and cash flows[115] Material Weakness Identifies a material weakness in the review control for Sponsor Earn-Out liabilities valuation, which did not lead to misstatements - A material weakness was identified in a review control associated with the valuation of Sponsor Earn-Out liabilities, which did not effectively evaluate a key assumption at an appropriate level of precision[116] - This material weakness did not result in any material misstatements to the unaudited condensed consolidated financial statements for Q1 2025 or Q1 2024[117] Changes in Internal Control over Financial Reporting Reports no material changes in internal control over financial reporting during the quarter, apart from remediation actions - No material changes in internal control over financial reporting occurred during the most recent fiscal quarter, other than actions taken for remediation[120] Management's Remediation Initiatives Outlines management's plans to remediate the material weakness by updating processes and documentation for Sponsor Earn-Out liabilities valuation - Management is designing updated processes and controls and will maintain sufficient review documentation for assessing key assumptions related to Sponsor Earn-Out liabilities valuation to remediate the material weakness[121] Part II. Other Information This part covers other information, including legal proceedings, updated risk factors, equity sales, defaults, and Rule 10b5-1 trading arrangements Item 1. Legal Proceedings States that the company is not currently involved in any legal proceedings expected to have a material adverse effect on its business - The company is not currently involved in any legal proceedings expected to have a material adverse effect on its business, though litigation can still impact operations[122] Item 1A. Risk Factors Updates risk factors, including new risks related to trade policies and the potential delisting of Class A common stock from the NYSE - New risk factors include potential material adverse effects from changes in U.S. and foreign government trade policies, such as tariffs, especially on imports from China, which could increase costs and decrease margins[124] - The company received a notice from the NYSE on March 7, 2025, regarding non-compliance with the minimum $1.00 share price listing requirement, posing a risk of delisting if compliance is not regained within six months[127] - Delisting from the NYSE could lead to reduced liquidity, limited market quotations, decreased analyst coverage, and impaired ability to raise future financing, severely diminishing the value of Class A common stock[128][134] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Reports no unregistered sales of equity securities or use of proceeds during the reporting period - No unregistered sales of equity securities or use of proceeds occurred during the reporting period[129] Item 3. Defaults Upon Senior Securities Confirms that there were no defaults upon senior securities during the reporting period - There were no defaults upon senior securities during the reporting period[130] Item 4. Mine Safety Disclosures States that mine safety disclosures are not applicable to the company's operations - Mine safety disclosures are not applicable to the company[131] Item 5. Other Information Details changes in Rule 10b5-1 trading arrangements, including terminations and new plans for tax obligations Rule 10b5-1 Trading Arrangements Discusses the termination of a CFO's 10b5-1 plan and the establishment of new plans by executive officers for tax-related stock sales - On March 4, 2025, the CFO, Jing Nealis, terminated a Rule 10b5-1 plan adopted in May 2024 for selling shares underlying vested stock options[132] - On March 28, 2025, several executive officers, including the CEO and CFO, entered into new Rule 10b5-1 plans for the sale of Class A common stock solely to satisfy minimum statutory withholding tax obligations arising from the vesting of Restricted Stock Units (RSUs)[133][135] Item 6. Exhibits Lists the exhibits filed with the Quarterly Report on Form 10-Q, including organizational documents, a Controlled Equity Offering Agreement, and certifications - The report includes exhibits such as the Certificate of Incorporation, Bylaws, Controlled Equity Offering Agreement, and certifications from the CEO and CFO[136] Signatures Contains the official signatures of the Chief Executive Officer and Chief Financial Officer, certifying the report's filing - The report is signed by Qichao Hu, Chief Executive Officer, and Jing Nealis, Chief Financial Officer, on April 30, 2025[140]