EX-99.1 2 ses-20240502xex99d1.htm EX-99.1
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Exhibit 99.1


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Dear Shareholders,

Our mission is to power a new era of electric transportation on land and in

air with Li-Metal batteries. That new era became a lot more visible in the past

few weeks as we reached two milestones that we believe no Li-Metal battery

manufacturer has ever reached before. We’re excited to talk about those

achievements in more detail as we believe these milestones reinforce our

lead in the race to commercialize our Li-Metal technology for both EV and

UAM applications.

We have talked about four pillars to the business that support our mission,

and we have made significant advancements in each one this year. Let’s talk

about our core focus first - EV.

1. EV

We have an extremely differentiated high-density battery technology

platform that has been validated by JDA partners such as Hyundai, Honda,

and GM. The announcement last week of our partnership with Hyundai

entering the next phase further validates our technology and capability to

scale manufacturing to rapidly meet increased demand.

This agreement represents two global firsts for SES AI and

our industry. It is the first time a Li-Metal battery

manufacturer is building a line within an automotive OEM’s

facility, and it makes us the only Li-Metal battery company

to have two B-sample development JDAs underway.

In the past few months, we have all seen coverage concerning the US OEMs

scaling back their EV ambitions. However, Hyundai, already the second

largest EV manufacturer in the United States, is focusing on becoming a top

3 global EV maker by 2030. They recently announced a $50-plus billion

investment to increase their EV lineup to 31 models and additional personnel

for research and development of new EVs and batteries. Honda announced

last week that they are making a $15 billion investment in EV plants in

Canada, reinforcing their commitment to very ambitious goals over the next

decade.


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We can’t understate the significance of moving into our next phase of the

joint development contract and the confidence Hyundai have placed in SES

AI’s technology and capabilities.

While Hyundai will fund the development of the dedicated B-sample

facility in their Electrification Research Center in Ui-Wang, South Korea,

SES AI will be investing to build and operate one of the largest capacity

Li-Metal lines in the world within this new facility.

We expect this line to be ready in early fourth quarter of this year with our

Avatar AI infrastructure ready several months thereafter. The increased

production allows for more training of our Avatar AI in addition to more testing.

The testing we will be conducting will be on the performance life cycle, and

testing the cells to the extreme to understand where they fail. This process

is similar to our other B-sample agreement but with less engineering features

required.

Operating this B-sample line in Hyundai’s Ui-Wang facility will be good

practice for what we plan to do with C-samples and beyond – especially with

the joint ventures we’ve mentioned in the past that we believe can help us

support the larger scale needed for start of production.

Building large automotive Li-Metal cells


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2. UAM

While EV is the core focus, we are very committed to urban air mobility, or

UAM, as an exciting application for our lithium metal batteries. It’s the

second pillar to our mission. UAM is an adjacent growth opportunity that

requires little additional development beyond what we are already doing for

EVs and we believe is a perfect fit for Li-Metal.

By little additional development, we mean that

the B-sample cells we have delivered for EV are

nearly equivalent to commercial production for

UAM. With two B-sample agreements going, we

can transfer those learnings to UAM.

UAM operates on a fleet model where revenue/passenger/mile is the

primary metric and weight is a primary concern. Li-Metal’s energy density

means that aircraft can carry twice the number of passengers or double the

amount of cargo or double the number of miles. This step-change greatly

improves UAM operators’ profitability. As a first mover in the space, it also

means we have an opportunity to make this market.

We’re already seeing strong demand from OEMs and have a growing

number of cell sampling and supply agreements with the top five OEMs. I

would also note that our partner, Hyundai, has been very aggressive and

has demonstrated commitment to UAM. We have already started work on

converting our EV A-sample line in Korea to a UAM-dedicated line, which

we expect to complete in September.

Building Li-Metal battery pack for UAM


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3. AI

To ensure practical safety across all our product lines, especially as we

prepare for C-Sample and commercial deployment, we have significantly

expanded the use of Avatar AI to monitor battery health and predict incidents.

Our Li-Metal large cell Avatar AI prediction accuracy increased from just 60%

in 2022 to 92% last year. Our target is 95% accuracy by year end.

Ultimately, we aim to achieve a near 100% safety guarantee for EV and UAM

and pioneer the foundation for using AI for future road map electrolyte

development.

With Avatar AI, we are building more than

just a battery company, but the beginning

of a superintelligent AI for electric

transportation.

Our new Electrolyte Foundry is now fully operational, and we can test new

ideas generated by both human and AI much faster. We are curating several

large molecular databases and systematically screening them using both

classical physics simulation and machine learning. The goal is to map the

relevant small molecular universe. We are very excited to collaborate with

several leading research groups on both computation power and machine

learning tools.

AI for Science is the future of material discovery. SES AI integrates the

world’s leading machine learning scientists, battery domain experts, and

advanced chemical synthesis and cell testing facility. This gives us an ability

to innovate and improve our products for EV and UAM, at a pace that is

unprecedented in the industry.

Data collection during cell manufacturing


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4. Sustainability

Lastly, we are integrating sustainability into our operations and innovation to

enable supply chain efficiencies to accelerate production timelines and

reduce costs. We recently announced that we will fund a new research

initiative at Worcester Polytechnic Institute (WPI) to develop state-of-the-art

recycling technology for lithium metal. To date, recycling for lithium-ion

batteries exists at an early stage but recycling technology for Li-Metal

batteries has not yet been developed. Recycling Li-Metal batteries can be

critical in the reduction of the shortage of raw materials and environmental

problems. Another initiative we are pursuing is working on dry electrodes

that can reduce chemical solvent evaporation. We expect to announce a

collaboration partner on this effort in the not-to-distant future.

In a real-time example of integrating environmental efforts into our business,

we recently announced SES Cares. This initiative partners with

organizations monitoring forest fires and marine animal protection to power

advanced drones with our Li-Metal A- and B-sample cells to collect field data

to train Avatar AI. We will have more details on this initiative and our much

broader sustainability strategy when we post our first sustainability report at

the end of May.

Lithium foil used in our Li-Metal cells

2024 Goals

We noted last quarter that 2024 will be a key year in the commercialization

of Li-Metal batteries, and we are very pleased with the execution on our 2024

goals. We have become the worlds’ first Li-Metal battery manufacturer to

have two B-samples underway and we expect to become the first to build a

line within an OEM’s facility.


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With Avatar AI, we expect to have the highest number of cells being

produced this year than ever before with a higher number of associated

quality checks. The increase in data helps improve Avatar AI’s accuracy. As

we look to accelerate future electrolyte discoveries, we are also training and

developing new AI models and testing new ideas generated by these models

in our secret Electrolyte Foundry.

Financial Highlights and Outlook

GAAP operating expenses for the first quarter were $21.3M. Cash used in

operations was $9.0M and capital expenditures were $6.8M. We ended the

first quarter with $319M in liquidity and continue to believe our strong

balance sheet will support us as we remain on track to achieve our

commercialization milestones.

We remain our full-year 2024 guidance for cash usage from operations to

be between $90M and $100M and for capital expenditures to be between

$20M and $30M.

As we continue to achieve the milestones we laid out, deepen our

longstanding partnership with our OEM partners, and accelerate the speed

of future electrolyte discovery, we are very focused on capital efficiency. Our

priorities for 2024 are to attract top talents to support our strategic goals,

build production capacities to deliver Li-Metal cells to our EV and UAM

partners, and advance the use of AI for battery performance prediction as

well as electrolyte material discovery as we stay at the forefront of battery

material science innovation.

Qichao Hu

Founder, CEO and Chairman

Jing Nealis

Chief Financial Officer


SES AI Corporation

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands, except share and per share amounts)

March 31, 2024

    

December 31, 2023

Assets

  

 

  

Current Assets

  

 

  

Cash and cash equivalents

$

129,609

$

85,671

Short-term investments

189,147

246,775

Receivable from related party

1,217

3,911

Inventories

425

558

Prepaid expenses and other assets

 

6,714

 

11,712

Total current assets

 

327,112

 

348,627

Property and equipment, net

 

40,122

 

37,959

Intangible assets, net

 

1,313

 

1,345

Right-of-use assets, net

11,697

13,099

Deferred tax assets

1,057

1,057

Other assets, non-current

 

4,583

 

4,723

Total assets

$

385,884

$

406,810

Liabilities and Stockholders’ Equity

 

  

 

  

Current Liabilities

 

  

 

  

Accounts payable

$

2,762

$

4,830

Operating lease liabilities

2,436

2,404

Accrued expenses and other liabilities

 

8,745

 

13,121

Total current liabilities

 

13,943

 

20,355

Sponsor Earn-Out liabilities

3,291

4,166

Operating lease liabilities, non-current

9,687

11,316

Unearned government grant

8,913

9,270

Other liabilities, non-current

 

2,661

 

2,753

Total liabilities

 

38,495

 

47,860

 

  

 

  

Stockholders’ Equity

 

  

 

  

Preferred stock, $0.0001 par value; 20,000,000 shares authorized, none issued and outstanding as of March 31, 2024 and December 31, 2023, respectively

Common stock: Class A shares, $0.0001 par value, 2,100,000,000 shares authorized; 309,736,367 and 310,266,922 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively;
Class B shares, $0.0001 par value, 200,000,000 shares authorized; 43,881,251 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively

 

35

 

35

Additional paid-in capital

 

563,966

 

559,214

Accumulated deficit

 

(214,243)

 

(198,686)

Accumulated other comprehensive loss

 

(2,369)

 

(1,613)

Total stockholders' equity

 

347,389

 

358,950

Total liabilities and stockholders' equity

$

385,884

$

406,810

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SES AI Corporation

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

Three Months Ended March 31, 

(in thousands, except share and per share amounts)

    

2024

    

2023

Operating expenses:

  

 

  

Research and development

$

11,765

$

8,489

General and administrative

 

9,506

 

13,123

Total operating expenses

 

21,271

 

21,612

Loss from operations

 

(21,271)

 

(21,612)

Other income:

 

  

 

  

Interest income

4,162

4,140

Gain on change in fair value of Sponsor Earn-Out liabilities

875

569

Miscellaneous income (expense), net

874

820

Total other income, net

 

5,911

 

5,529

Loss before income taxes

 

(15,360)

 

(16,083)

Provision for income taxes

 

(197)

 

(143)

Net loss

 

(15,557)

 

(16,226)

Other comprehensive (loss) income, net of tax:

 

  

 

  

Foreign currency translation adjustment

 

(457)

 

72

Unrealized (loss) gain on short-term investments

(299)

467

Total other comprehensive (loss) income, net of tax

(756)

539

Total comprehensive loss

$

(16,313)

$

(15,687)

Net loss per share attributable to common stockholders:

Basic and diluted

$

(0.05)

$

(0.05)

Weighted-average shares outstanding:

Basic and diluted

 

318,790,719

 

313,422,442

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SES AI Corporation

Condensed Consolidated Statements of Cash Flows

(Unaudited)

Three Months Ended March 31, 

(in thousands)

2024

    

2023

Cash Flows From Operating Activities

  

 

  

Net loss

$

(15,557)

$

(16,226)

Adjustments to reconcile net loss to net cash used in operating activities:

 

  

 

  

Gain from change in fair value of Sponsor Earn-Out liabilities

(875)

(569)

Stock-based compensation

 

4,784

 

6,462

Depreciation and amortization

 

1,721

 

1,060

Accretion income from available-for-sale short-term investments

(1,889)

(2,946)

Other

(894)

(683)

Changes in operating assets and liabilities:

 

  

 

Receivable from related party

2,694

(422)

Inventories

121

(120)

Prepaid expenses and other assets

 

4,993

 

(2,553)

Right-of-use assets

1,280

(276)

Accounts payable

 

(249)

 

(15)

Accrued expenses and other liabilities

 

(3,637)

 

941

Operating lease liabilities

(1,471)

(46)

Net cash used in operating activities

 

(8,979)

 

(15,393)

Cash Flows From Investing Activities

 

  

 

  

Purchases of property and equipment

 

(6,758)

 

(5,974)

Purchase of short-term investments

 

 

(97,119)

Proceeds from the maturities of short-term investments

 

60,000

 

60,000

Net cash provided by (used in) investing activities

 

53,242

 

(43,093)

Cash Flows From Financing Activities

 

  

 

  

Proceeds from stock option exercises

18

13

Net cash provided by financing activities

 

18

 

13

Effect of exchange rates on cash

 

(369)

 

(198)

Net increase (decrease) in cash, cash equivalents and restricted cash

 

43,912

 

(58,671)

Cash, cash equivalents and restricted cash at beginning of period

 

86,966

 

107,936

Cash, cash equivalents and restricted cash at end of period

$

130,878

$

49,265

Supplemental Cash and Non-Cash Information:

 

  

 

  

Income taxes paid

$

3

$

47

Accounts payable and accrued expenses related to purchases of property and equipment

$

3,535

$

1,034

Operating lease liabilities arising from obtaining right-of-use assets

$

$

776

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Forward-Looking Statements


This letter contains statements that SES AI believes are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements relating to expectations for future financial performance, business strategies or expectations for our business. These statements are based on the beliefs and assumptions of the management of SES AI. Although SES AI believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, it cannot provide assurance that it will achieve or realize these plans, intentions or expectations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this press release, words such as “anticipate”, “believe”, “can”, “continue”, “could”, “estimate”, “expect”, “forecast”, “intend”, “may”, “might”, “plan”, “possible”, “potential”, “predict”, “project”, “seek”, “should”, “strive”, “target”, “will”, “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

You should not place undue reliance on these forward-looking statements. Should one or more of a number of known and unknown risks and uncertainties materialize, or should any of SES AI’s assumptions prove incorrect, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include, but are not limited to the following risks: risks related to the development and commercialization of SES AI’s battery technology and the timing and achievement of expected business milestones; risks relating to the uncertainty of achieving and maintaining profitability; risks relating to the uncertainty of meeting future capital requirements; the ability of SES to integrate its products into electric vehicles (“EVs”) and Urban Air Mobility (“UAM") and other applications; the risk that delays in the pre-manufacturing development of SES AI’s battery cells could adversely affect SES AI’s business and prospects; risks relating to the development of the UAM market and demand for batteries from the UAM industry; potential supply chain difficulties; the ability of SES AI to engage target original equipment manufacturers (“OEMs”) customers successfully and integrate SES AI’s products into EVs manufactured by OEM customers; the ability to obtain raw materials, components or equipment through new or existing supply relationships; risks resulting from SES AI’s joint development agreements and other strategic alliances and investments; product liability and other potential litigation, regulation and legal compliance; SES AI’s ability to attract, train and retain highly skilled employees and key personnel; developments in alternative technology or other fossil fuel alternatives; risks related to SES AI’s intellectual property; business, regulatory, political, operational, financial and economic risks related to SES AI’s business operations outside the United States; SES AI has identified material weaknesses in its internal control over financial reporting and may identify material weaknesses in the future or otherwise fail to develop or maintain an effective system of internal controls; the volatility of SES AI’s common stock and value of SES AI’s public warrants; and the other risks described in “Part I, Item 1A. Risk Factors” in our annual report on Form 10-K for the fiscal year ended December 31, 2023 filed with the Securities and Exchange Commission (“SEC”) on February 27, 2024 and other documents filed from time to time with the SEC. There may be additional risks that SES AI presently knows and/or believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect SES AI’s expectations, plans or forecasts of future events and views only as of the date of this press release. SES AI anticipates that subsequent events and developments will cause its assessments to change. However, while SES AI may elect to update these forward-looking statements at some point in the future, SES AI specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing SES AI’s assessments as of any date subsequent to the date of this letter.

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