SES SES AI Corporation

 

As filed with the Securities and Exchange Commission on February 28, 2025

 

Registration No. 333-

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

SES AI Corporation
(Exact name of registrant as specified in its charter)

 

Delaware		98-1567584
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

35 Cabot Road Woburn, MA		01801
(Address of Principal Executive Offices)		(Zip Code)

 

SES AI Corporation 2021 Incentive Award Plan 

(Full title of the plan)

 

Jing Nealis
SES AI Corporation
35 Cabot Road
Woburn, MA 01801
(339) 298-8750
(Name, address and telephone number, including area code, of agent for service)

 

Copy to:
Scott Levi 

White & Case LLP
1221 Avenue of the Americas
New York, New York 10020-1095
(212) 819-8200

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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	x	Smaller reporting company	x
		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 the Securities Act. ¨

 

 

 

EXPLANATORY NOTE

 

This registration statement on Form S-8 (the “Registration Statement”) is filed by SES AI Corporation (the “Company”) for the purpose of registering additional shares of Class A common stock, par value $0.0001 per share, of the Company (the “Class A Common Stock”) under the Company’s 2021 Incentive Award Plan (the “2021 Incentive Plan”).

 

The 2021 Incentive Plan contains an “evergreen” provision allowing for the maximum number of shares of Class A Common Stock issuable to automatically increase on January 1 of each year for a period of ten years, commencing on January 1, 2023 and ending on (and including) January 1, 2032, in an amount equal to two percent of the total number of shares of Class A Common Stock outstanding on December 31 of the preceding year (provided, however that the Company’s board of directors may act prior to January 1 of a given year to provide that the increase for such year will be a lesser number of shares of Class A Common Stock). This Registration Statement is being filed solely to register shares of Class A Common Stock that were added to the 2021 Incentive Plan’s reserve, pursuant to such provision, on January 1 of each of 2023, 2024 and 2025. None of these shares have been offered or sold.

 

Pursuant to Instruction E of Form S-8, the contents of the Company’s prior registration statement on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) and registering shares of the Class A Common Stock under the 2021 Incentive Plan (File No. 333-264284) are hereby incorporated by reference herein, and the information required by Part II of Form S-8 is omitted, except as supplemented by the information set forth below.

 

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

 

Item 1. Plan Information.*

 

Item 2. Registrant Information and Employee Plan Annual Information.*

 

* As permitted by Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement omits the information specified in Part I of Form S-8. The documents containing the information specified in this Part I of Form S-8 (“Plan Information” and “Registrant Information and Employee Plan Annual Information”) will be sent or given to employees as specified by the SEC pursuant to Rule 428(b)(1) under the Securities Act. Such documents are not required to be and are not filed with the SEC either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. The Registrant will provide a written statement to participants advising them of the availability without charge, upon written or oral request, of the documents incorporated by reference in Item 3 of Part II hereof and including the statement in the preceding sentence. The written statement to all participants will indicate the availability without charge, upon written or oral request, of other documents required to be delivered pursuant to Rule 428(b) under the Securities Act, and will include the address and telephone number to which the request is to be directed.

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

 

The following documents previously filed with the SEC are incorporated by reference in this Registration Statement:

 

(a)            the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 28, 2025;

 

(b)            the Company’s Current Report on Form 8-K, filed with the SEC on February 4, 2025; and

 

(c)            the description of the Company’s Class A Common Stock contained in Exhibit 4.2 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

 

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents with the SEC. Notwithstanding the foregoing, no information is incorporated by reference in this Registration Statement where such information under applicable forms and regulations of the SEC is not deemed to be “filed” under Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, unless the Company indicates in the report or filing containing such information that the information is to be considered “filed” under the Exchange Act or is to be incorporated by reference in this Registration Statement.

 

Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement, or in any other subsequently filed document that also is or is deemed to be incorporated by reference in this Registration Statement, modifies or supersedes such prior statement. Any statement contained in this Registration Statement shall be deemed to be modified or superseded to the extent that a statement contained in a subsequently filed document that is or is deemed to be incorporated by reference in this Registration Statement modifies or supersedes such prior statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

Item 8. Exhibits.

 

The list of exhibits is set forth under “Exhibit Index” at the end of this Registration Statement and is incorporated herein by reference.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Woburn, State of Massachusetts, on February 28, 2025.

 

SES AI CORPORATION
By:	/s/ Qichao Hu
Name:	Qichao Hu
Title:	Chief Executive Officer
	(Principal Executive Officer)
By:	/s/ Jing Nealis
Name:	Jing Nealis
Title:	Chief Financial Officer
	(Principal Financial Officer)

 

POWER OF ATTORNEY

 

Each person whose signature appears below constitutes and appoints Kyle Pilkington and Jing Nealis, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated below.

 

Signature		Title		Date
/s/ Qichao Hu		Chief Executive Officer and Chairman		February 28, 2025
Qichao Hu		(Principal Executive Officer)
/s/ Jing Nealis		Chief Financial Officer		February 28, 2025
Jing Nealis		(Principal Financial Officer and Principal Accounting Officer)
/s/ Jang Wook Choi		Director		February 28, 2025
Jang Wook Choi
/s/ Eric Luo		Director		February 28, 2025
Eric Luo
/s/ Jiong Ma		Director		February 28, 2025
Jiong Ma
/s/ Michael Noonen		Director		February 28, 2025
Michael Noonen

 

 

INDEX OF EXHIBITS

 

Exhibit No.		Description
4.1		Certificate of Incorporation of SES AI Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-39845), filed with the Securities and Exchange Commission on February 8, 2022).
4.2		Bylaws of SES AI Corporation (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 001-39845), filed with the Securities and Exchange Commission on February 8, 2022).
4.3		Amended and Restated Warrant Agreement, dated as of February 3, 2022, by and between the Company and Continental Stock Transfer & Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-39845), filed with the Securities and Exchange Commission on February 8, 2022).
4.4		SES AI Corporation 2021 Incentive Award Plan (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K (File No. 001-39845), filed with the Securities and Exchange Commission on February 28, 2025).
4.5		Form of Restricted Stock Unit Award Grant Notice pursuant to the SES AI Corporation 2021 Incentive Award Plan for restricted stock unit awards to employees, consultants and advisors (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q (File No. 001-39845), filed with the Securities and Exchange Commission on May 13, 2022).
4.6		Form of Restricted Stock Unit Award Grant Notice pursuant to the SES AI Corporation 2021 Incentive Award Plan for restricted stock unit awards to non-employee directors (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q (File No. 001-39845), filed with the Securities and Exchange Commission on May 13, 2022).
4.7		Form of Performance Stock Unit Award Grant Notice pursuant to the SES AI Corporation 2021 Incentive Award Plan for performance vesting restricted stock unit awards to employees and consultants (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q (File No. 001-39845), filed with the Securities and Exchange Commission on May 13, 2022).
5.1*		Opinion of White & Case LLP.
23.1*		Consent of Grant Thornton LLP, independent registered public accountants.
23.2*		Consent of White & Case LLP (included as part of Exhibit 5.1).
24.1*		Power of Attorney (included on signature page).
107*		Filing Fee Table.

 

* Filed herewith.

 

 

 

Exhibit 5.1

 

February 28, 2025	White & Case llp
	1221 Avenue of the Americas
SES AI Corporation	New York, New York 10020
35 Cabot Road Woburn, MA 01801	T +1 (212) 819-8200
	whitecase.com

 

Re: SES AI Corporation - Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

We have acted as New York counsel to SES AI Corporation, a corporation organized under the laws of Delaware (the “Company”), in connection with the preparation and filing by the Company with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-8 (the “Registration Statement”) on the date hereof, relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of 18,675,532 shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001 per share, reserved for issuance pursuant to the Company’s SES AI Corporation 2021 Incentive Award Plan (the “2021 Incentive Plan”).

 

This opinion letter is rendered in accordance with the requirements of Item 601(b)(5) of Regulation S–K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or any related prospectus, other than as expressly stated herein with respect to the issue of the Shares.

 

In connection with our opinion expressed below, we have examined originals or copies certified or otherwise identified to our satisfaction of the following documents and such other documents, corporate records, certificates and other statements of government officials and corporate officers of the Company as we deemed necessary for the purposes of the opinion set forth in this opinion letter:

 

(a) the Registration Statement;

 

(b) a copy of the Certificate of Incorporation of the Company, adopted on February 2, 2022, certified by the Secretary of the Company;

 

(c) a copy of the Bylaws of the Company, adopted on February 2, 2022, certified by the Secretary of the Company;

 

(d) a copy of Resolutions of the Board of Directors of the Company relating to the 2021 Incentive Plan, certified by the Secretary of the Company; and

 

(e) the 2021 Incentive Plan.

 

We have relied, to the extent we deem such reliance proper, upon such certificates or comparable documents of officers and representatives of the Company and of public officials and upon statements and information furnished by officers and representatives of the Company with respect to the accuracy of material factual matters contained therein which were not independently established by us. In rendering the opinion expressed below, we have assumed, without independent investigation or verification of any kind, the genuineness of all signatures on documents we have reviewed, the legal capacity and competency of all natural persons signing all such documents, the authenticity and completeness of all documents submitted to us as originals, the conformity to authentic, complete original documents of all documents submitted to us as copies, the truthfulness, completeness and correctness of all factual representations and statements contained in all documents we have reviewed, the accuracy and completeness of all public records examined by us, and the accuracy of all statements in certificates of officers of the Company that we reviewed.

 

 

Based upon the foregoing assumptions and the assumptions set forth below, and subject to the qualifications and limitations stated herein, having considered such questions of law as we have deemed necessary as a basis for the opinion expressed below, we are of the opinion that the Shares reserved for issuance pursuant to the 2021 Incentive Plan, as referenced above, have been duly authorized for issuance and sale pursuant to the 2021 Incentive Plan by all necessary corporate action of the Company, and when issued as provided under the 2021 Incentive Plan, they will be validly issued, fully paid and non-assessable.

 

The opinion expressed above is limited to questions arising under the Delaware General Corporation Law. We do not express any opinion as to the laws of any other jurisdiction.

 

This opinion letter is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act. This opinion letter is provided solely in connection with the issuance of the Shares pursuant to the Registration Statement and is not to be relied upon for any other purpose.

 

The opinion expressed above is as of the date hereof only, and we express no opinion as to, and assume no responsibility for, the effect of any fact or circumstance occurring, or of which we learn, subsequent to the date of this opinion letter, including, without limitation, legislative and other changes in the law or changes in circumstances affecting any party. We assume no responsibility to update this opinion letter for, or to advise you of, any such facts or circumstances of which we become aware, regardless of whether or not they affect the opinion expressed in this opinion letter.

 

We hereby consent to the filing of this opinion letter with the Commission as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

 

Very truly yours,

/s/ White & Case LLP

SL:EC

 

 

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We have issued our report dated February 28, 2025, with respect to the consolidated financial statements of SES AI Corporation included in the Annual Report on Form 10-K for the year ended December 31, 2024, which is incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned report in this Registration Statement.

 

/s/ GRANT THORNTON LLP

 

Boston, Massachusetts

February 28, 2025

 

 

 

Ex-Filing Fees

 

CALCULATION OF FILING FEE TABLES

 

S-8

 

SES AI CORPORATION

 

 

Table 1: Newly Registered and Carry Forward Securities

 

Line Item Type		Security Type		Security Class  Title		Notes		Fee Calculation Rule		Amount Registered		Proposed Maximum Offering Price Per Unit			Maximum Aggregate Offering Price			Fee Rate		Amount of Registration Fee
								Newly Registered Securities
Fees to be Paid		Equity		Class A common stock, par value $0.0001 per share		(1)		Other		18,675,532		$	0.87		$	16,247,712.84		0.0001531		$	2,487.52
Total Offering Amounts:															$	16,247,712.84					2,487.52
Total Fees Previously Paid:																					0
Total Fee Offsets:
Net Fee Due:																				$	2,487.52

 

Offering Note(s)

 

(1)

Represents additional shares of the Registrant’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), reserved for issuance authorized as of January 1 of each of 2023, 2024 and 2025 under the evergreen provision of the Registrant’s SES AI Corporation 2021 Incentive Award Plan (the “2021 Incentive Plan”). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of the Registrant’s Class A Common Stock that may become issuable under the terms of the 2021 Incentive Plan by reason of any share split, share dividend, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration that results in an increase in the number of the outstanding shares of Class A Common Stock. The proposed maximum offering price per unit is estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act, based on the average of the high and low sales prices of the Class A Common Stock on The New York Stock Exchange on February 25, 2025. The Registrant does not have any fee offsets to claim.

 

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