UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 22, 2024

SES AI CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-39845

88-0641865

(State or other jurisdiction

of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

SES AI Corporation

35 Cabot Road

Woburn, MA 01801

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (339) 298-8750

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, $0.0001 par value per share	SES	The New York Stock Exchange
Warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share	SES WS	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 22, 2024, SES AI Corporation (the “Company”) determined that Rohit Makharia, President and Chief Strategy Officer, would separate from the Company, effective January 26, 2024. The Company has agreed, for purposes of Mr. Makharia’s Employment Agreement, dated February 15, 2021 (the “Employment Agreement”), to treat Mr. Makharia’s separation as a “Termination without Cause” as defined in the Employment Agreement. In connection with Mr. Makharia’s departure, the Company and Mr. Makharia have entered into a Separation Letter dated January 24, 2024 (the “Separation Letter”), pursuant to which, subject to delivery of a release of claims by Mr. Makharia, the Company has agreed to extend through December 31, 2024 the post-termination exercise period of Mr. Makharia’s vested stock options and to provide Mr. Makharia the compensation and benefits he is entitled to in accordance with the terms of his Employment Agreement in the event of a “Termination without Cause”. The Separation Letter also includes mutual covenants not to disparage.

The foregoing description of the Separation Letter is qualified in its entirety by reference to the full text of the Separation Letter, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	SES AI Corporation

Date: January 26, 2024	By:	/s/ Jing Nealis
	Name:	Jing Nealis
	Title:	Chief Financial Officer