S-3 1 ses-20260424xs3.htm S-3

As filed with the Securities and Exchange Commission on April 24, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SES AI Corporation

(Exact name of registrant as specified in its charter)

Delaware	88-0641865
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

35 Cabot Road

Woburn, MA 01801

Telephone: (339) 298-8750

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Jing Nealis

SES AI Corporation

35 Cabot Road

Woburn, MA 01801

Telephone: (339) 298-8750

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Scott Levi

White & Case LLP

1221 Avenue of the Americas

New York, New York 10020

Telephone: (212) 819-8200

Approximate date of commencement of proposed sale to the public:

From time to time after this registration statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective on filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 7(a)(2)(B) of Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.


ABOUT THIS PROSPECTUS		1
TRADEMARKS		3
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		4
SUMMARY OF PROSPECTUS		5
RISK FACTORS		6
USE OF PROCEEDS		6
DESCRIPTION OF COMMON STOCK AND PREFERRED STOCK		7
DESCRIPTION OF DEBT SECURITIES		8
DESCRIPTION OF WARRANTS		16
DESCRIPTION OF RIGHTS		17
DESCRIPTION OF UNITS		18
GLOBAL SECURITIES		20
PLAN OF DISTRIBUTION		23
LEGAL MATTERS		25
EXPERTS		25
WHERE YOU CAN FIND MORE INFORMATION		25
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES		26


Cantor	Canaccord	Needham & Company	Oppenheimer & Co.

ABOUT THIS PROSPECTUS SUPPLEMENT		S-ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		S-iii
PROSPECTUS SUPPLEMENT SUMMARY		S-1
THE OFFERING		S-2
RISK FACTORS		S-3
USE OF PROCEEDS		S-5
DIVIDEND POLICY		S-6
PLAN OF DISTRIBUTION		S-7
LEGAL MATTERS		S-8
EXPERTS		S-8
WHERE YOU CAN FIND MORE INFORMATION		S-8
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES		S-9


Class A Common stock offered by us		Shares of our Class A common stock having an aggregate offering price of up to $150,000,000.
Class A Common stock outstanding following this offering		447,660,296 (assuming the sale of $150,000,000 of shares of our Class A common stock at an assumed offering price of $1.22 per share, which was the last reported sale price of our Class A common stock on the NYSE on April 23, 2026. The actual number of shares of Class A common stock issued will vary depending on how many shares of our Class A common stock we choose to sell and the prices at which such sales occur.)
Plan of Distribution		“At the market offering” that may be made from time to time on the NYSE or other existing trading market for our common stock through the Sales Agents. See the section titled “Plan of Distribution” on page S-7 of this prospectus supplement.
Use of Proceeds		We intend to use the net proceeds of this offering for general corporate and working capital purposes. See the section titled “Use of Proceeds” on page S-5 of this prospectus supplement.
Risk Factors		Investing in our Class A common stock involves risks. See “Risk Factors” beginning on page S-3 of this prospectus supplement and the other information included in, or incorporated by reference into, this prospectus supplement for a discussion of certain factors you should carefully consider before deciding to invest in shares of our Class A common stock.
New York Stock Exchange Symbol		“SES”


Securities and Exchange Commission registration fee	$	8,370.00
Accounting fees and expenses	$	*
Financial Industry Regulatory Authority (FINRA) filing fee	$	*
Legal fees and expenses	$	*
Financial printing and miscellaneous expenses	$	*
Total	$	*


Exhibit Number		Exhibit Description
1.1*		Form of Underwriting Agreement for Securities Offered Hereby.
2.1		Business Combination Agreement, dated as of July 12, 2021, among Ivanhoe Capital Acquisition Corp., Wormhole Merger Sub Pte. Ltd. and SES Holdings Pte. Ltd., as amended by Amendment No. 1 thereto, dated September 20, 2021 (included as Annex A to the Proxy Statement/Prospectus forming a part of Amendment No. 4 to the Registration Statement on Form S-4 filed with the SEC on January 5, 2022).
2.2		Amendment No. 1 to Business Combination Agreement, dated as of September 20, 2021, among Ivanhoe Capital Acquisition Corp., Wormhole Merger Sub Pte. Ltd. and SES Holdings Pte. Ltd. (incorporated by reference as Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on September 21, 2021).
4.1*		Form of Preferred Stock Certificate.
4.2+		Form of Indenture Relating to the Company’s Debt Securities.
4.3*		Form of Debt Security.
4.4*		Form of Warrant.
4.5*		Form of Warrant Agreement.
4.6*		Form of Rights Certificate.
4.7*		Form of Rights Agreement.
4.8*		Form of Unit Certificate.
4.9*		Form of Unit Agreement.

4.10		Certificate of Incorporation of SES AI Corporation (incorporated by reference as Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on February 8, 2022).
4.11		Bylaws of SES AI Corporation (incorporated by reference as Exhibit 3.2 to the Current Report on Form 8-K filed with the SEC on February 8, 2022).
4.12		Certificate of Corporate Domestication of Ivanhoe Capital Acquisition Corporation, dated as of February 2, 2022 (incorporated by reference as Exhibit 3.3 to the Current Report on Form 8-K filed with the SEC on February 8, 2022).
4.13		Amended and Restated Warrant Agreement, dated as of February 3, 2022 (incorporated by reference as Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on February 8, 2022).
5.1+		Opinion of White & Case LLP Related to Base Prospectus.
5.2+		Opinion of White & Case LLP Related to ATM Prospectus Supplement.
23.1+		Consent of Grant Thornton LLP.
23.2+		Consent of White & Case LLP (included in Exhibit 5.1).
24.1+		Power of Attorney (included on signature page hereto).
25.1**		Statement of Eligibility of Trustee on Form T-1, as Trustee under the Indenture for Debt Securities.
107+		Filing Fee Table.


	SES AI CORPORATION

	By:	/s/ Qichao Hu
		Qichao Hu
		Chief Executive Officer

	By:	/s/ Jing Nealis
		Jing Nealis
		Chief Financial Officer

Signature		Title		Date

/s/ Qichao Hu		Chief Executive Officer and Chairman		April 24, 2026
Qichao Hu		(Principal Executive Officer)

/s/ Jing Nealis		Chief Financial Officer		April 24, 2026
Jing Nealis		(Principal Financial Officer and Principal Accounting Officer)

/s/ Eric Luo		Director		April 24, 2026
Eric Luo

/s/ Jiong Ma		Director		April 24, 2026
Jiong Ma

/s/ Andrew Boyd		Director		April 24, 2026
Andrew Boyd

SEC Form S-3 filed by SES AI Corporation