UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.)

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SES AI Corporation

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Notice of 2024 Annual

Meeting of Stockholders

and Proxy Statement

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Dear SES AI Stockholders,

We are pleased to invite you to attend the 2024 Annual Stockholders Meeting of SES AI Corporation, to be held on June 7, 2024 at 10:00 AM, Eastern time. The Annual Meeting will be held in virtually via live audio webcast at https://www.virtualshareholdermeeting.com/SES2024.

The following proxy statement contains details of the business items to be discussed at the Annual Meeting.

SES AI’s mission is to power a new era of electric transportation on land and in air with Li-Metal batteries. We believe Li-Metal is the “end game” for electric transportation energy storage with its step-change in energy density compared to current state-of-the-art Li-ion technologies. Our team has dedicated the past decade to developing a comprehensive and proprietary Li-Metal battery technology platform, including a high concentration solvent-in-salt electrolyte; an ultra-thin wide format lithium anode; a protective anode coating; and novel cell engineering processes that are based on scalable Li-ion manufacturing but address unique Li-Metal challenges.

Building large automotive Li-Metal cells

And as we build more automotive large capacity Li-Metal cells and generate more data, we believe AI will become an increasingly integral part of our business in both material development and battery health monitoring and incident prediction.

Li-Metal not only means longer range and more passengers, but we intend to reach near 100% safety guarantee and accelerated roadmap technology development.

Four pillars support our mission, and we continue to make exciting advancements in each one.

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1. EV (Electric Vehicles)

Since our founding, EV has been our core focus.

●	In 2012, we transitioned away from solid state Li-Metal, so our Li-Metal batteries could operate at room temperature and be manufactured at large scale.

●	In 2015, we received the first strategic investment from General Motors.

●	In 2021, we signed the world’s first three automotive A-sample Li-Metal joint development agreements (JDAs) with GM, Hyundai and Honda. All three global automakers were cornerstone strategic investors in our IPO in 2022.

●	In late 2023, we signed the world’s first automotive B-sample Li-Metal JDA with a major global automaker.

●	As of today, we operate a total of three A-sample lines and are building two B-sample lines.


We have made significant progress in large 50Ah and 100Ah automotive Li-Metal cell manufacturing. We addressed key manufacturing challenges in ultra-thin wide format lithium anode, powder and metal bur issues in lithium anode punching, high concentration electrolyte scale-up, and other quality and safety related issues. We have performed in-house testing on these 50Ah and 100Ah Li-Metal A-sample cells and shared data with our JDA OEM customers. We have also shipped these A-sample cells to third parties and OEM sites for performance and safety testing.
		Large automotive Li-Metal cells in test boxes

2. UAM (Urban Air Mobility)

UAM is a perfect fit for Li-Metal. UAM or Air Taxis operate on a fleet business model. The key business metric in this model is revenue/passenger/mile, and weight is paramount. The step-change gravimetric energy density offered by Li-Metal means that the aircraft can carry twice the number of passengers - or twice the payload for cargo applications - or fly 300 miles instead of just 150 miles. This step-change has the potential to significantly improve the profitability of UAM operators’ business models.

Now that we have reached B-sample status, we believe that there is little additional development required for UAMs as B-sample in EVs is almost equivalent to commercial production for UAMs.

We are seeing strong demand from UAM OEMs and have a growing number of cell sampling and supply agreements with the top five UAM OEMs. As a result of this demand, we are converting one EV A-sample line this year and dedicating it to UAM cell production. We are also working with UAM OEMs on pack development and certification.

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3. AI (Artificial Intelligence)

We started two AI programs, Avatar and Prometheus, out of necessity – the need to reach a nearly 100% safety guarantee in the field, and the need to accelerate future roadmap material development.

To achieve a near 100% safety guarantee in the field, we are leveraging our automotive 50Ah and 100Ah cell production volume and quality data to train our Avatar AI.

●	In 2022, we produced less than 1,000 cells per year with 200 quality checkpoints.

●	In 2023, we produced 500 to 1,000 cells per month with 600 quality checkpoints.

●	This year, we expect to produce more than 1,000 cells per month per line with 1,500 quality checkpoints including imaging data such as X-ray, CT, ultrasound and vision.

Examining Li-Metal cells using X-ray

As we look to accelerate the speed of future roadmap electrolyte discovery, we are developing new AI models to screen a vast universe of small molecules for potential electrolyte solvent candidates. We are also building an Electrolyte Foundry for high throughput synthesis and testing of these materials.

With the increase in data and quality checkpoints, our Avatar AI prediction accuracy rose to 92% in 2023 from less than 60% in 2022, and we expect it to reach 95% by the end of this year. Achieving a nearly 100% safety guarantee in the field would be paramount to both EV and UAM OEMs.

SES AI scientists looking for better electrolyte

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4. SES Cares

We are executing several initiatives designed to improve the environmental sustainability of our business, reduce cost, and ensure the traceability of our Li-Metal battery supply chain. Technological innovations include dry electrodes that have the potential significantly reduce our electricity consumption and CO₂ and chemical solvent emissions; and the recycling of Li-Metal that allows us time to build a new supply chain with better traceability and robustness.

In our operations, the main consumer of energy is our dry rooms. We are using more energy efficient dry room dehumidifiers for our B-sample lines than our previous A-sample lines.

We also announced SES Cares, an initiative in which we power advanced drones with our Li-Metal A-samples and B-samples to collect field data to train Avatar AI, while at the same time, partnering with organizations that aim to bring benefits to society such as forest fire monitoring and marine animal protection.

We believe 2024 will be a key year in the commercialization of Li-Metal batteries for automotive applications. We plan to continue to focus on EV B-sample JDAs. This includes building and operating B-sample lines; addressing cell manufacturing quality issues; improving cell practical safety; and accelerating future roadmap electrolyte development. We will plan to build and ship UAM cells to UAM customers; improve Avatar AI prediction accuracy by deploying Avatar infrastructure and training it across a wide range of data.

To help us meet these challenges, we recently announced the appointment of Brian Krzanich to our board of directors. Brian brings extensive experience in the commercialization of next-generation technologies for automotive applications.

In 2023, we also named Daniel Li as our Chief Manufacturing Officer to focus on large automotive cell manufacturing, and Kang Xu as Chief Scientist to focus on the training and development of AI for battery science.

On behalf of the board of directors of SES AI, we thank you for your participation in this annual meeting. Your vote is important. Whether or not you attend the annual meeting, it’s important that your shares be represented and voted at the annual meeting. We urge you to vote as soon as possible. Thank you again for your support.

Sincerely,

Qichao Hu

Founder, Chief Executive Officer, and Chairman

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NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

To Be Held June 7, 2024

To Our Stockholders:

On behalf of the Board of Directors, I cordially invite you to attend the 2024 Annual Meeting of Stockholders of SES AI Corporation, (the “Annual Meeting”) to be held on June 7, 2024 at 10:00 a.m. Eastern Time. The Annual Meeting will be a completely virtual meeting, conducted via live audio webcast, with no physical in-person meeting. You will be able to attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting by visiting https://www.virtualshareholdermeeting.com/SES2024 and entering the control number found on your proxy card, voting instruction form or notice you previously received.

The purpose of the Annual Meeting is to:

elect the two Class II director nominees listed in the accompanying proxy statement (this “Proxy Statement”);

ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024;

approve, in a non-binding advisory vote, the compensation paid to our named executive officers; and