SES AI Corp-A美股招股说明书(2025-02-28版)

(To Prospectus dated April28, 2023) SES AI CORPORATION Up to $150,000,000 ClassA Common Stock We have entered into a Controlled Equity OfferingSales Agreement (the “ATM Agreement”) withCantor Fitzgerald & Co., Canaccord Genuity LLC, Needham & Company, LLC and Oppenheimer & Co.Inc. (each a “Sales Agent” and together, the “Sales Agents”), dated February28, 2025, relating to the sale ofshares of our ClassA common stock, par value $0.0001 per share (the “ClassA common stock”), offered bythis prospectus supplement and the accompanying prospectus. In accordance with the terms of the ATMAgreement, under this prospectus supplement, we may offer and sell shares of our ClassA common stockhaving an aggregate offering price of up to $150,000,000 from time to time through any Sales Agent.SM Our ClassA common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol“SES.” On February27, 2025, the closing sale price of shares of our ClassA common stock was $0.68. Sales of our ClassA common stock, if any, under this prospectus supplement and the accompanyingprospectus will be made in sales deemed to be an “at the market offering” as defined in Rule415(a)(4)promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Sales Agents are notrequired to sell any specific amount of securities, but will act as our sales agents using commerciallyreasonable efforts consistent with their normal trading and sales practices to sell on our behalf all of theshares of ClassA common stock requested to be sold by us, on mutually agreed terms between the SalesAgents and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. The compensation to any Sales Agent for sales of our ClassA common stock sold pursuant to the ATMAgreement will be an amount up to 3.0% of the gross proceeds of any shares of ClassA common stock soldunder the ATM Agreement. In connection with the sale of the ClassA common stock on our behalf, eachSales Agent will be deemed to be an “underwriter” within the meaning of the Securities Act and thecompensation paid to any Sales Agent will be deemed to be underwriting commissions or discounts. See“Plan of Distribution” beginning on pageS-7for additional information regarding the compensation to bepaid to the Sales Agents. We have also agreed to provide indemnification and contribution to each SalesAgent with respect to certain liabilities, including liabilities under the Securities Act and the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”). Investing in our securities involves risks that are described in the “Risk Factors” section beginning on pageS-3of this prospectus supplement and similar sections contained in the documents incorporated by referenceinto this prospectus supplement and the accompanying base prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus is truthful or complete. Any representation tothe contrary is a criminal offense. CantorCanaccordNeedham & CompanyOppenheimer & Co. The date of this prospectus supplement is February28, 2025. TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENTS-iiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-iiiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-2RISK FACTORSS-3USE OF PROCEEDSS-5DIVIDEND POLICYS-6PLAN OF DISTRIBUTIONS-7LEGAL MATTERSS-8EXPERTSS-8WHERE YOU CAN FIND MORE INFORMATIONS-8INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-9INDEMNIFICATION FOR SECURITIES ACT LIABILITIESS-9 PROSPECTUS ABOUT THIS PROSPECTUS1TRADEMARKS2CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS2SUMMARY OF PROSPECTUS3RISK FACTORS4USE OF PROCEEDS5DESCRIPTION OF COMMON STOCK AND PREFERRED STOCK6DESCRIPTION OF DEBT SECURITIES7DESCRIPTION OF WARRANTS15DESCRIPTION OF RIGHTS16DESCRIPTION OF UNITS17GLOBAL SECURITIES18SELLING SECURITYHOLDERS21PLAN OF DISTRIBUTION24LEGAL MATTERS26EXPERTS26WHERE YOU CAN FIND MORE INFORMATION26INDEMNIFICATION FOR SECURITIES ACT LIABILITIES27 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a registration statement onForm S-3 (File No. 333-271423) that we have filed with the U.S. Securities and Exchange Commission (the“SEC”), utilizing a “shelf” registration process. By using a shelf registration statement, we may offer sharesof our ClassA common stock having an aggregate offering price of up to $150,000,000 from time to timeunder this prospectus supplement and the accompanying prospectus at prices and on terms to be determinedby market conditions at the time of the offering. This document is in two parts. The first part is this prospectus supplement, which describes the terms ofthis offering of ClassA common stock and related matters and also adds to and updates informationcontained in the accompanying prospectus and the documents incorporated by reference into this pro