Form 8-K - Current report

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): November 1, 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 ☐

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

On November 1, 2024, Brian Krzanich resigned from the Board of Directors (the “Board”) of SES AI Corporation (“SES AI”) effective immediately. Mr. Krzanich was recently appointed as Chief Executive Officer of Cerence Inc. and as a result has concluded that he is no longer able to dedicate the requisite time and attention needed to continue serving on SES AI’s Board at this time.

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: November 5, 2024	By:	/s/ Jing Nealis
	Name:	Jing Nealis
	Title:	Chief Financial Officer

Document and Entity Information	Nov. 01, 2024
Document Information [Line Items]
Entity Registrant Name	SES AI CORPORATION
Amendment Flag	false
Entity Central Index Key	0001819142
Document Type	8-K
Document Period End Date	Nov. 01, 2024
Entity Incorporation State Country Code	DE
Entity File Number	001-39845
Entity Tax Identification Number	88-0641865
Entity Address, Address Line One	35 Cabot Road
Entity Address, City or Town	Woburn
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01801
City Area Code	339
Local Phone Number	298-8750
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document Information [Line Items]
Security 12b Title	Class A common stock, $0.0001 par value per share
Trading Symbol	SES
Security Exchange Name	NYSE
Warrant [Member]
Document Information [Line Items]
Security 12b Title	Warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol	SES WS
Security Exchange Name	NYSE