セスAIの四半期報告

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-39845

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 No.)

35 Cabot Road Woburn, MA	01801
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (339) 298-8750

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading symbol(s)	Name of Exchange on which registered
Class A common stock, par value $0.0001 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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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	☒	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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 10, 2025, there were 321,190,509 shares of the registrant’s Class A common stock and 43,881,251 shares of the registrant’s Class B common stock outstanding.

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TABLE OF CONTENTS



Cautionary Note Regarding Forward-Looking Statements
Part I.	Financial Information
Item 1.	Financial Statements	5
	Condensed Consolidated Balance Sheets (Unaudited)	5
	Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)	6
	Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)	7
	Condensed Consolidated Statements of Cash Flows (Unaudited)	8
	Notes to Condensed Consolidated Financial Statements (Unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures	28

Part II.	Other Information
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3.	Defaults Upon Senior Securities	32
Item 4.	Mine Safety Disclosures	32
Item 5.	Other Information	32
Item 6.	Exhibits	33
Signatures		34

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains statements that SES AI Corporation (together the “Company” or “SES”) 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 the Company. Although the Company 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 Quarterly Report, 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 our assumptions prove incorrect, the Company’s 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 risks below, which also serves as a summary of the principal risks of an investment in our securities:

●

We may not be able to successfully integrate UZ Energy’s operations into our business.

●

We face significant challenges in developing a Lithium-Metal (“Li-Metal”) battery that can be commercialized for use in electric vehicles (“EVs”), urban air mobility (“UAM”), and other applications, and the pace of development is often unpredictable and subject to delays.

●

We expect to continue to incur losses for the foreseeable future. While we expect to become profitable eventually, our projects are based on internal assumptions may prove incorrect, and we may never achieve or maintain profitability.

●

We will need substantial additional capital in the future to fund our business and may be unable to meet our future capital requirements, impairing our financial position and results of operations.

●

The market for UAM, and for use of Li-Metal technology in UAM applications, is still emerging and may not achieve the growth potential we expect.

●

If our batteries fail to perform as expected our ability to develop, market and sell our batteries could be harmed.

●

Delays in the pre-manufacturing development of our battery cells could adversely affect our business and prospects.

●

We may not be able to engage target original equipment manufacturers (“OEMs”) customers successfully and to convert such contacts into meaningful orders in the future.

●

If we are unable to integrate our products into EVs manufactured by OEM customers, our results of operations could be impaired.

●

We may not be able to establish new, or maintain existing, supply relationships for necessary raw materials, components or equipment or may be required to pay costs for raw materials, components or equipment that are more expensive than anticipated, which could delay the introduction of our product and negatively impact our business.

●

We have pursued and may continue to pursue joint development agreements (“JDAs”), services contracts, and other strategic alliances, which could have an adverse impact on our business if they are unsuccessful or if we are unable to enter into new strategic alliances.

●

The EV battery market continues to evolve and is highly competitive, and certain other battery manufacturers have significantly greater resources than we do.

●

We may not be able to estimate accurately the future supply and demand for our batteries, which could result in a variety of inefficiencies in our business and hinder our ability to generate revenue. If we fail to predict accurately our manufacturing requirements, we could incur additional costs or experience delays.

●

Certain components of our batteries pose safety risks that may cause accidents. We may be subject to financial and reputational risks due to product recalls and product liability claims, and we could face substantial liabilities that exceed our resources.

●

Our use of artificial intelligence and machine learning may result in legal and regulatory risks.

●

The market for our AI-based services is still emerging and our AI programs may not achieve the growth potential we expect.

●

Our patent applications may not result in issued patents or our patent rights may be challenged, invalidated or limited in scope, any of which could have a material adverse effect on our ability to prevent others from competing or interfering with the commercialization of our products.

●

We rely heavily on our intellectual property portfolio, including unpatented proprietary technology. If we are unable to protect our intellectual property rights from unauthorized use, our business and competitive position would be harmed.

●

The international nature of our business exposes us to business, regulatory, political, operational, financial and economic risks associated with doing business outside of the United States.

●

The economic benefit of our energy storage system (“ESS”) products to our customers depends on the cost of electricity available from alternative sources, including local electric utility companies, which cost structure is subject to change.

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●

We depend upon component and product manufacturing and logistical services provided by third parties, many of whom are located outside of the U.S.

●

The unavailability, reduction or elimination of, or uncertainty regarding, government and economic incentives or subsidies available to us, end-users or OEMs could have a material adverse effect on our business, financial condition, operating results and prospects.

●

Changes in U.S. and foreign government policy, including the imposition of or increases in tariffs and changes to existing trade agreements, could have a material adverse effect on global economic conditions and our business, results of operations, prospects and financial condition.

●

The price of our Class A common stock has been and may continue to be volatile.

●

Our public warrants may never be in the money, and they may expire worthless.

●

We are controlled or substantially influenced by Dr. Qichao Hu and certain entities affiliated with Dr. Hu, whose interests may conflict with other stockholders. The concentrated ownership of our dual class common stock could prevent stockholders from influencing significant decisions.

●

Our failure to satisfy certain New York Stock Exchange (“NYSE”) listing requirements may result in our Class A common stock being delisted from the NYSE, which could eliminate or adversely affect the trading market for our Class A common stock.

●

We have a history of material weaknesses in our internal control over financial reporting, and a failure to remediate any such weakness and/or our identification of new ones could have an adverse impact on the value of our Class A common stock.

●

The other factors disclosed in this Quarterly Report on Form 10-Q and the Company’s other filings with the Securities and Exchange Commission (the “SEC”), in particular the risks described in “Part II, Item 1A” of this Quarterly Report and “Part I, Item 1A” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 28, 2025, as amended on April 30, 2025 (the “2024 Annual Report on Form 10-K”).

The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on information available as of the date of this Quarterly Report on Form 10-Q and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q and should not be relied upon as representing the Company’s views as of any subsequent date. The Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

SES AI Corporation

Condensed Consolidated Balance Sheets

(Unaudited)


(in thousands, except share and per share amounts)	September 30, 2025		December 31, 2024
Assets
Current Assets
Cash and cash equivalents	$	35,274	$	128,796
Short-term investments		178,736		133,748
Accounts receivable		3,373		950
Inventories		3,658		212
Prepaid expenses and other assets		9,321		13,198
Total current assets		230,362		276,904
Property and equipment, net		30,952		38,165
Goodwill		12,617		—
Intangible assets, net		2,874		1,217
Right-of-use assets, net		8,250		9,927
Deferred tax assets		1,371		1,335
Other assets, non-current		2,341		2,237
Total assets	$	288,767	$	329,785
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable	$	4,780	$	1,901
Operating lease liabilities		2,262		2,585
Deferred consideration, current (Note 3)		4,361		—
Accrued expenses and other current liabilities		16,603		18,329
Total current liabilities		28,006		22,815
Sponsor Earn-Out liabilities		6,949		9,472
Operating lease liabilities, non-current		6,194		7,977
Unearned government grant		9,251		8,606
Deferred consideration, non-current (Note 3)		7,337		—
Other liabilities, non-current		2,829		2,605
Total liabilities		60,566		51,475
Commitments and contingencies (Note 11)
Stockholders’ Equity
Common stock: Class A shares, $0.0001 par value, 2,100,000,000 shares authorized; 321,127,160 and 317,676,034 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively; Class B shares, $0.0001 par value, 200,000,000 shares authorized; 43,881,251 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		36		36
Additional paid-in capital		586,200		579,378
Accumulated deficit		(354,874)		(298,871)
Accumulated other comprehensive loss		(3,161)		(2,233)
Total stockholders' equity		228,201		278,310
Total liabilities and stockholders' equity	$	288,767	$	329,785

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SES AI Corporation

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except share and per share amounts)	2025		2024		2025		2024
Revenue from contracts with customers:
Revenue	$	7,118	$	—	$	16,438	$	—
Cost of revenues		3,482		—		5,645		—
Gross profit		3,636		—		10,793		—
Operating expenses:
Research and development		15,625		24,438		55,222		51,260
General and administrative		6,660		9,779		20,500		28,855
Total operating expenses		22,285		34,217		75,722		80,115
Loss from operations		(18,649)		(34,217)		(64,929)		(80,115)
Other income (expense):
Interest income		2,274		3,665		7,311		11,822
(Loss) gain on change in fair value of Sponsor Earn-Out liabilities		(3,913)		1,001		2,523		3,287
Miscellaneous expense, net		(740)		(497)		(344)		(203)
Total other (expense) income, net		(2,379)		4,169		9,490		14,906
Loss before income taxes		(21,028)		(30,048)		(55,439)		(65,209)
Benefits from (provision for) income taxes		108		(138)		(564)		(431)
Net loss		(20,920)		(30,186)		(56,003)		(65,640)
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment		(695)		729		(931)		179
Unrealized gain on short-term investments		78		445		3		87
Total other comprehensive (loss) income, net of tax		(617)		1,174		(928)		266
Total comprehensive loss	$	(21,537)	$	(29,012)	$	(56,931)	$	(65,374)

Net loss per share attributable to common stockholders:
Basic and diluted	$	(0.06)	$	(0.09)	$	(0.17)	$	(0.20)

Weighted-average shares outstanding:
Basic and diluted		331,335,411		322,032,894		330,807,919		320,557,892

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SES AI Corporation

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)


Nine Months Ended September 30, 2025

	Class A and Class B							Accumulated		Total
	Common Stock			Additional		Accumulated		Other Comprehensive		Stockholders’
(in thousands, except share and per share amounts)	Shares	Amount		Paid-in-Capital		Deficit		(Loss) Income		Equity
Balance – December 31, 2024	361,557,285	$	36	$	579,378	$	(298,871)	$	(2,233)	$	278,310
Issuance of common stock upon exercise of stock options	50,000		—		8		—		—		8
Restricted stock units vested	3,284,079		—		—		—		—		—
Forfeitures of Earn-Out Restricted Shares	(2,797)		—		—		—		—		—
Forfeitures of Restricted Stock Awards	(37,735)		—		(31)		—		—		(31)
Stock-based compensation	—		—		3,973		—		—		3,973
Net loss	—		—		—		(12,432)		—		(12,432)
Unrealized loss on short-term investments	—		—		—		—		(20)		(20)
Foreign currency translation adjustments	—		—		—		—		47		47
Balance — March 31, 2025	364,850,832	$	36	$	583,328	$	(311,303)	$	(2,206)	$	269,855
Issuance of common stock upon exercise of stock options	74,311		1		5		—		—		6
Restricted stock units vested	1,184,478		—		—		—		—		—
Forfeitures of Earn-Out Restricted Shares	(20,794)		—		—		—		—		—
Forfeitures of Restricted Stock Awards	(47,825)		—		(327)		—		—		(327)
Stock issuance costs	—		—		(13)		—		—		(13)
Stock-based compensation	—		—		2,695		—		—		2,695
Net loss	—		—		—		(22,651)		—		(22,651)
Unrealized loss on short-term investments	—		—		—		—		(55)		(55)
Foreign currency translation adjustments	—		—		—		—		(283)		(283)
Balance — June 30, 2025	366,041,002	$	37	$	585,688	$	(333,954)	$	(2,544)	$	249,227
Issuance of common stock upon exercise of stock options	134,944		—		15		—		—		15
Restricted stock units vested	204,622		—		—		—		—		—
Forfeitures of Earn-Out Restricted Shares	(119)		—		—		—		—		—
Forfeitures of Restricted Stock Awards	(31,382)		—		(75)		—		—		(75)
Repurchase and retirement of Class A common stock	(1,340,656)		(1)		(1,606)		—		—		(1,607)
Stock-based compensation	—		—		2,178		—		—		2,178
Net loss	—		—		—		(20,920)		—		(20,920)
Unrealized gain on short-term investments	—		—		—		—		78		78
Foreign currency translation adjustments	—		—		—		—		(695)		(695)
Balance — September 30, 2025	365,008,411	$	36	$	586,200	$	(354,874)	$	(3,161)	$	228,201


Nine Months Ended September 30, 2024

	Class A and Class B							Accumulated		Total
	Common Stock			Additional		Accumulated		Other Comprehensive		Stockholders’
(in thousands, except share and per share amounts)	Shares	Amount		Paid-in-Capital		Deficit		(Loss) Income		Equity
Balance — December 31, 2023	354,148,173	$	35	$	559,214	$	(198,686)	$	(1,613)	$	358,950
Issuance of common stock upon exercise of stock options	197,127		—		18		—		—		18
Restricted stock units vested	18,869		—		—		—		—		—
Forfeitures of Earn-Out Restricted Shares	(711,298)		—		—		—		—		—
Forfeitures of Restricted Stock Awards	(35,253)		—		(50)		—		—		(50)
Stock-based compensation	—		—		4,784		—		—		4,784
Net loss	—		—		—		(15,557)		—		(15,557)
Unrealized loss on short-term investments	—		—		—		—		(299)		(299)
Foreign currency translation adjustments	—		—		—		—		(457)		(457)
Balance — March 31, 2024	353,617,618	$	35	$	563,966	$	(214,243)	$	(2,369)	$	347,389
Issuance of common stock upon exercise of stock options	746,517		—		110		—		—		110
Restricted stock units vested	1,653,403		—		(635)		—		—		(635)
Forfeitures of Earn-Out Restricted Shares	(77,529)		—		—		—		—		—
Forfeitures of Restricted Stock Awards	(33,074)		—		(44)		—		—		(44)
Stock-based compensation	—		—		4,802		—		—		4,802
Net loss	—		—		—		(19,897)		—		(19,897)
Unrealized loss on short-term investments	—		—		—		—		(59)		(59)
Foreign currency translation adjustments	—		—		—		—		(93)		(93)
Balance — June 30, 2024	355,906,935	$	35	$	568,199	$	(234,140)	$	(2,521)	$	331,573
Issuance of common stock upon exercise of stock options	1,590,419		—		250		—		—		250
Restricted stock units vested	161,269		—		—		—		—		—
Forfeitures of Earn-Out Restricted Shares	(3,895)		—		—		—		—		—
Forfeitures of Restricted Stock Awards	(39,679)		—		(38)		—		—		(38)
Stock-based compensation	—		—		6,511		—		—		6,511
Net loss	—		—		—		(30,186)		—		(30,186)
Unrealized gain on short-term investments	—		—		—		—		445		445
Foreign currency translation adjustments	—		—		—		—		729		729
Balance — September 30, 2024	357,615,049	$	35	$	574,922	$	(264,326)	$	(1,347)	$	309,284

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SES AI Corporation

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Nine Months Ended September 30,
(in thousands)	2025		2024
Cash Flows From Operating Activities
Net loss	$	(56,003)	$	(65,640)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain from change in fair value of Sponsor Earn-Out liabilities		(2,523)		(3,287)
Stock-based compensation		8,864		16,097
Depreciation and amortization		7,671		5,893
Loss on disposal of fixed assets		616		—
Accretion income from available-for-sale short-term investments		(2,421)		(5,988)
Other		425		(997)
Changes in operating assets and liabilities:
Receivable from related party		—		1,348
Accounts receivable		(1,283)		—
Inventories		368		237
Prepaid expenses and other assets		(5,419)		(3,674)
Right-of-use assets		1,913		2,395
Accounts payable		178		(354)
Lease liabilities		(2,356)		2,823
Accrued expenses and other liabilities		2,015		(2,647)
Net cash used in operating activities		(47,955)		(53,794)
Cash Flows From Investing Activities
Purchases of property and equipment		(2,146)		(11,973)
Acquisition of business, net of cash acquired		795		—
Proceeds from the sale of short-term investments		4,997		—
Purchase of short-term investments		(194,798)		(188,873)
Proceeds from the maturities of short-term investments		147,448		235,000
Net cash (used in) provided by investing activities		(43,704)		34,154
Cash Flows From Financing Activities
Repurchase and retirement of Class A common stock		(1,605)		—
Payments for taxes withheld to cover vested restricted stock		(418)		—
Proceeds from stock option exercises		13		378
Net cash (used in) provided by financing activities		(2,010)		378
Effect of exchange rates on cash		177		(291)
Net decrease in cash, cash equivalents and restricted cash		(93,492)		(19,553)
Cash, cash equivalents and restricted cash at beginning of period (Note 6)		129,395		86,966
Cash, cash equivalents and restricted cash at end of period (Note 6)	$	35,903	$	67,413

Supplemental Cash and Non-Cash Information:
Income taxes paid	$	—	$	260
Accounts payable and accrued expenses related to purchases of property and equipment	$	937	$	2,438
Deferred consideration payable for acquisition	$	11,698	$	—
Operating lease liabilities arising from obtaining right-of-use assets	$	—	$	12

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SES AI Corporation

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Dollars in thousands, unless otherwise stated)

Note 1. Nature of Business

Organization

SES AI Corporation and its consolidated subsidiaries (together the “Company” or “SES”), is a leading developer and manufacturer of high-performance, AI-enhanced Lithium-Metal (“Li-Metal”) and Lithium-ion (“Li-ion) rechargeable battery technologies for electric vehicles (“EVs”), Urban Air Mobility (“UAM”), drones, robotics, energy storage systems (“ESS”) and other applications. The Company’s mission is to accelerate the world’s energy transition through artificial intelligence (“AI”) enhanced material discovery and battery management. The Company’s differentiated battery technology has been designed to combine the high energy density of Li-Metal with the large-scale manufacturability of conventional Li-ion batteries in order to help promote the transition from the global dependence on fossil fuel-based vehicles to clean and efficient EVs, with the goal of enabling a new era of electric transportation on land and in the air. The Company is seeking to accelerate the pace of innovation by currently utilizing AI across the spectrum of our business, from engineering and manufacturing to battery health and safety monitoring and AI-accelerated battery materials discovery. The Company’s headquarters are located in Woburn, Massachusetts with research and development facilities located there, in Shanghai, China, and in Chungju, South Korea. Principal operations have commenced, and the Company has derived revenue from its principal business activities starting in October 2024.

Note 2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements include the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reporting. Management believes that all adjustments necessary for the fair presentation of results, consisting of normally recurring items, have been included in the condensed consolidated financial statements for the interim periods presented. The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the full year or any other future interim or annual periods. All intercompany balances and transactions have been eliminated in consolidation. The Company’s fiscal year ends on December 31.

The year-end balance sheet data was derived from audited consolidated financial statements. These unaudited interim condensed consolidated financial statements do not include all of the annual disclosures required by U.S. GAAP; accordingly, they should be read in conjunction with the audited consolidated financial statements and accompanying notes as of and for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 28, 2025, as amended on April 30, 2025 (the “2024 Annual Report on Form 10-K”).

Use of estimates

The preparation of these condensed consolidated financial statements in conformity with U.S. GAAP requires management to make use of estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of commitments and contingencies, and the reported amounts of revenues, if any, and expenses. The Company bases its estimates on available historical experience and on various other factors that the Company believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not apparent from other sources. Changes in estimates are reflected in reported results for the period in which they become known. Actual results may differ from those estimates.

Significant estimates and assumptions include those related to the valuation of (i) certain equity awards, the Sponsor Earn-Out Shares, the Earn-Out Restricted Shares, and performance stock units, (ii) revenue from customers, (iii) deferred tax assets and uncertain income tax positions, (iv) the measurement of operating lease liabilities, (v) the evaluation of the recoverability of long-lived assets and goodwill, including intangible assets, and (vi) measurement of acquired intangibles assets and deferred consideration. On an ongoing basis, the Company evaluates these judgments and estimates for reasonableness.

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Goodwill, long-lived assets, and other intangible assets

Goodwill and other intangible assets that arise from acquisitions are recorded in accordance with ASC Topic 805, Business Combinations and ASC Topic 350, Intangibles—Goodwill and Other. In accordance with this guidance, specifically identified intangible assets must be recorded as a separate asset from goodwill if either of the following two criteria is met: (1) the intangible asset acquired arises from contractual or other legal rights; or (2) the intangible asset is separable. Intangibles are typically trade names and intellectual property. Goodwill is the excess of the purchase price over the fair value of identifiable net assets acquired in a business combination.

The Company recorded goodwill for the first time in connection with its acquisition of UZ Energy in September 2025. As the Company determined there to be a single reporting unit subsequent to the acquisition, management identified the historical losses of the legacy business to be an indicator of a triggering event in the third quarter of 2025, in accordance with ASC Topic 350. The Company performed a quantitative test for impairment, noting that the fair value of the Company using the market cap under the market approach exceeded its book value and concluded there was no impairment of goodwill.

Business Combinations

In accordance with the provisions of ASC Topic 805, Business Combinations, the Company recognizes the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. Determining these fair values requires management to make significant estimates and assumptions, especially with respect to intangible assets.

During the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill, or bargain purchase if applicable. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, any subsequent adjustments are recorded to the condensed consolidated statements of operations and comprehensive loss.

Fair Value Measurements

Fair value is defined as an exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, the Company considers the principal or most advantageous market in which it would transact, and it also considers assumptions that market participants would use when pricing the asset or liability.

The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. GAAP establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is as follows:

Level 1 Observable inputs such as quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 Inputs other than the quoted prices in active markets that are observable either directly or indirectly.

Level 3 Unobservable inputs in which there are little or no market data and which require the Company to develop its own assumptions.

Certain of the Company’s financial instruments, including cash and cash equivalents, accounts payable, accrued expenses and other current liabilities are carried at cost, which approximates their fair value because of their short-term nature. The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis:

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(in thousands)	Level 1		Level 2		Level 3		Total
September 30, 2025
Current Assets
Cash equivalents in money market funds (Note 6)	$	18,012	$	—	$	—	$	18,012
U.S. treasury securities		177,559		—		—		177,559
Equity securities(1)		1,177		—		—		1,177
Total current assets at fair value	$	196,748	$	—	$	—	$	196,748

Current Liabilities
Deferred consideration, current(2)		—		—		4,361		4,361
Total current liabilities at fair value	$	—	$	—	$	4,361	$	4,361

Long-term Liabilities
Sponsor Earn-Out liabilities	$	—	$	—	$	6,949	$	6,949
Deferred consideration, non-current(2)	$	—	$	—	$	7,337	$	7,337
Total long-term liabilities at fair value	$	—	$	—	$	14,286	$	14,286

December 31, 2024
Current Assets
Cash equivalents in money market funds (Note 6)	$	120,888	$	—	$	—	$	120,888
U.S. treasury securities		132,782		—		—		132,782
Equity securities(1)		967		—		—		967
Total current assets at fair value	$	254,637	$	—	$	—	$	254,637

Liabilities
Sponsor Earn-Out liabilities	$	—	$	—	$	9,472	$	9,472
Total liabilities at fair value	$	—	$	—	$	9,472	$	9,472

(1) Fair value was determined using publicly quoted market prices obtained from third-party sources in their respective markets.

(2) Fair value was determined using the Black Scholes option pricing formula capped call and capped put methodology using risk adjusted discount rate for the revenue and adjusted revenue forecasts.

There were no transfers in or out of Level 3 measurements during the three and nine months ended September 30, 2025 and 2024.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-9, Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. We are currently evaluating the impact this ASU will have when adopted and anticipate this ASU will likely result in the required additional disclosures being included in our consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses, which requires more detailed information about the types of expenses included in certain expense captions presented on the consolidated statements of operations. Additionally, this amendment requires the disclosure of a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively and the disclosure of the total amount of selling expenses. The new standard is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. We are currently evaluating the impact of adoption on our consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which allows for a practical expedient election to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset in the development of a reasonable and supportable forecast as part of estimating expected credit losses. The new standard is effective for annual periods beginning after December 15, 2025, with early adoption permitted. We are currently evaluating the impact of adoption on our consolidated financial statements.

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In September 2025, the FASB issued ASU No. 2025-06, Targeted Improvements to the Accounting for Internal-Use Software, which removes references to project stages and clarifies the timing of capitalizing costs based on certain thresholds. Additionally, this amendment requires certain disclosures in the notes to the financial statements regardless of financial statement presentation of software costs. The new standard is effective for annual periods beginning after December 15, 2027, and interim periods within those annual reporting periods with early adoption permitted. We are currently evaluating the impact of adoption on our consolidated financial statements.

The Company has reviewed all accounting pronouncements issued during the three months ended September 30, 2025 and concluded that they were either not applicable or not expected to have a material impact on the Company’s condensed consolidated financial statements.

Note 3. Acquisitions

Acquisition of Shenzhen UZ Energy Co. Ltd.

On July 25, 2025, our wholly owned subsidiary, SES AI International I Pte Ltd, entered into a Share Transfer and Share Purchase Agreement (the “Agreement”) with UZ Energy and its shareholders to acquire 100% of the share capital of Shenzhen UZ Energy Co. Ltd. (“UZ Energy”), a China-based battery energy storage system manufacturer. The acquisition closed on September 15, 2025 (the “Closing”) after completion of customary closing conditions. The acquisition of UZ Energy was accounted for as a business combination and the results of UZ Energy’s operations from the date of closing have been included in our condensed consolidated financial statements.

Assuming the Company met and did not exceed the performance targets established for both 2025 and 2026 contingent consideration payments, the aggregate consideration for the acquisition of UZ Energy would be approximately RMB 183.5 million ($25.8 million), of which the purchase consideration would be approximately RMB 93.5 million ($13.1 million). Upon acquisition on September 15, 2025 the purchase consideration was valued at RMB 83.3 million ($11.7 million). The total purchase consideration includes cash of approximately RMB 23.5 million ($3.3 million), which is currently recorded in other current liabilities and is expected to be paid during the fourth quarter of 2025, and additional deferred cash payments of approximately RMB 59.9 million ($8.4 million). The aggregate consideration also includes a capital contribution of RMB 90 million ($12.6 million) made by the Company in exchange for newly issued shares of UZ Energy. The capital contribution was excluded from purchase consideration as the proceeds will remain with UZ Energy and will be used for working capital requirements.

The additional deferred cash payments are contingent on UZ Energy meeting specified thresholds relating to revenue and cash balances for fiscal years 2025 and 2026. The fair value of the deferred cash payments was assessed to be RMB 59.9 million ($8.4 million) as of the Closing, which was estimated by using a Black-Scholes option-pricing model. As of September 30, 2025, the possible outcomes for the range of deferred cash payments, on an undiscounted basis, are from $0.3 million to $11.9 million. The analysis considered, among other items, contractual terms of the Agreement, the Company’s discount rate, the timing of expected future cash flows and the probability that the revenue and cash balance thresholds required for payment of the deferred consideration will be achieved. The company recorded the acquisition date fair value of the short-term portion of the deferred payment liability within accrued expenses and other current liabilities and the long-term portion of the deferred payment liability within other liabilities, non-current on the condensed consolidated balance sheets, respectively.

The purchase price was allocated to the assets acquired and liabilities assumed based on the estimated fair values at the date of acquisition. The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill. Goodwill is primarily attributed to the expected synergies from future expected economic benefits, including enhanced revenue growth from expanded products and capabilities related to ESS, as well as substantial cost savings from duplicative overheads, streamlined operations and enhanced efficiency. Goodwill is not deductible for tax purposes. The following table summarizes the preliminary allocation of the purchase price (in thousands):

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Cash and cash equivalents	$	795
Accounts receivable		1,139
Inventory		3,807
Prepaid expenses and other current assets		3,465
Property, plant and equipment		1,023
Intangible assets		1,753
Goodwill		12,617
Other assets		195
Accounts payable		(2,644)
Accrued expenses and other current liabilities		(1,450)
Deferred revenue		(6,862)
Operating lease liability		(174)
Note payable, current		(1,966)
Total	$	11,698

The above fair values of assets acquired and liabilities assumed are preliminary and are based on the information that was available as of the reporting date. The fair values include Level 3 unobservable inputs and were determined using generally accepted valuation techniques. The Company’s allocation of the purchase price to certain assets acquired and liabilities assumed is provisional and the Company will continue to adjust those estimates as additional information pertaining to events or circumstances present as of the closing becomes available and final valuation and analysis are completed. The Company will finalize the purchase price allocation no later than one year from the acquisition date.

The following table sets forth the components of the identifiable intangible assets acquired and their estimated fair values and useful lives as of the date of the acquisition:



(in thousands)	Fair Value		Weighted Average Useful Lives
Patents	$	1,685		15 years
Trademarks		68		15 years
Total acquired intangible assets	$	1,753

The amount of revenue and pre-tax income the Company recognized since the acquisition, which is included in the condensed consolidated statements of operations and comprehensive loss for the three and nine months ending September 30, 2025, was approximately $3.2 million and $0.3 million, respectively.

The Company has not included pro-forma financial information for the acquisition of UZ Energy in these condensed consolidated financial statements. It was determined that the preparation of such information is impracticable as UZ Energy was a foreign, privately held entity that did not historically maintain financial statements in accordance with the U.S. GAAP. The Company has, however, included the results of UZ Energy's operations in its condensed consolidated financial statements from the Closing date forward.

Note 4. Revenue

We disaggregate our revenue from customers by the type of arrangement, primarily from the sale of battery products and energy storage system products as well as from providing research and development services, as this depicts how the nature, amount, timing, and cash flows are affected by economic factors. The following table summarizes the Company’s disaggregated revenue:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
Revenue from customers:
Service revenue	$	3,897	$	—	$	13,209	$	—
Product revenue		3,221		—		3,229		—
Total revenue from customers	$	7,118	$	—	$	16,438	$	—

Remaining Performance Obligations

We have performance obligations associated with commitments in customer contracts for future services that have not yet been recognized as revenue. As of September 30, 2025, the aggregate amount of the transaction price allocated to the remaining performance obligations related to customer contracts that were unsatisfied or partially unsatisfied, was $0.3 million, which is expected to be recognized as revenue within the next twelve months.

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This amount does not include contracts to which the customer is not committed. The estimated timing of the recognition of remaining unsatisfied performance obligations is subject to change and is affected by changes to scope, changes in timing of delivery of products and services, or contract modifications.

Note 5. Partnerships

In March 2024, the Company extended a joint development agreement (“JDA”) with Hyundai Motor Company (“Hyundai”) to jointly research and develop B-sample Li-Metal battery technology, until December 2025. Under the terms of the JDA, the Company will fund the research and development activities, and the capital expenditures related to the buildout of pilot manufacturing lines.

The Company’s B-Sample JDA with Honda Motor Company, Ltd. (“Honda”) has been replaced with a B-sample services agreement in January 2025, with a term through December 2025.

The Company’s partnership with GM Global Technology Operations LLC (“GM Technology”), an affiliate of GM Ventures LLC (“GM Ventures”), and General Motors Holdings LLC (“GM Holdings”) (collectively, “General Motors” or “GM”) to jointly research and develop the A-Sample Li-Metal batteries concluded in September 2024.

The following table summarizes credits to research and development recorded in accordance with the terms of the JDA agreements:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
Research and development (related party)	$	—	$	1,973	$	—	$	3,190
Research and development (non-related party)		—		2,500		—		5,385
Total reimbursements to research and development	$	—	$	4,473	$	—	$	8,575

Note 6. Cash and Cash Equivalents

Cash, cash equivalents, and restricted cash consisted of the following:



(in thousands)	September 30, 2025		December 31, 2024
Cash	$	17,262	$	7,908
Money market funds		18,012		120,888
Total cash and cash equivalents		35,274		128,796
Restricted cash included in other assets		629		599
Total cash, cash equivalents, and restricted cash	$	35,903	$	129,395

Restricted cash includes cash held in checking and money market funds as collateral to secure certain insurance policies and a letter of credit for corporate lease activity.

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Note 7. Short-Term Investments

Marketable Securities

The following table provides amortized costs, gross unrealized gains and losses, and fair values for the Company’s investments in available-for-sale U.S. treasury securities as of September 30, 2025 and December 31, 2024, which have maturity dates that range from 2 months to 11 months and 0 month to 10 months, respectively. Fair value was determined using market prices obtained from third-party sources. Realized gains or losses were insignificant for the three and nine months ended September 30, 2025 and 2024.


September 30, 2025			Gross		Gross
(in thousands)	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
U.S. treasury securities	$	177,388	$	171	$	—	$	177,559
Total short-term marketable securities	$	177,388	$	171	$	—	$	177,559

December 31, 2024			Gross		Gross
(in thousands)	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
U.S. treasury securities	$	132,615	$	167	$	—	$	132,782
Total short-term marketable securities	$	132,615	$	167	$	—	$	132,782

The Company has $1.2 million and $1.0 million marketable equity securities as of September 30, 2025 and December 31, 2024, respectively, with an initial cost of $0.5 million. Total unrealized gain of $0.7 million and $0.5 million is recorded under miscellaneous (expense) income, net in the condensed consolidated statements of operations and comprehensive loss for the periods ended September 30, 2025 and December 31, 2024, respectively.

Note 8. Accrued Expenses and Other Current Liabilities

The components of accrued expenses and other current liabilities consisted of the following:



(in thousands)	September 30, 2025		December 31, 2024
Employee compensation and related costs	$	4,064	$	6,646
Vendor project charges		4,045		7,500
Deferred income		3,131		—
Short-term notes payables		1,924		—
Income taxes payable		1,034		313
Professional and consulting services		683		1,480
Software services		879		—
Construction in process		339		1,408
Other		504		982
Accrued expenses and other current liabilities	$	16,603	$	18,329

Note 9. Government Grant

In December 2022, the Company was awarded a grant (the “Grant”) from certain Korean government agencies. The incentives received under the Grant, which is in the form of cash, can be used for facilities related expenses and the purchase of property and equipment. The Company is required to adhere to the following conditions attached to the incentives, which include purchase of a government grant guarantee insurance policy, required minimum investments into specified spending categories and the creation of a minimum amount of permanent full-time jobs in a certain geographical location over the next five years, with the option to extend to 10 years by remaining in a certain geographical location. If determined that we were ineligible to receive the Grant, we could be required to repay the Grant in entirety with interest. The Company has yet to fulfill the required minimum investment and minimum employment conditions hence interest payable was recorded. Compliance with these conditions will continue to be monitored over the remaining grant period.

As of September 30, 2025 and December 31, 2024, the Company has received, but not yet earned, cash grants of 12.0 billion Korean won. These balances are equivalent to $8.6 million and $8.1 million, after translation, as of September 30, 2025 and December 31, 2024, respectively, which is disclosed as unearned government grant in the condensed consolidated balance sheets.

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Note 10. Sponsor Earn-Out Liabilities

The Sponsor Earn-Out shares in Tranche 2 through Tranche 5 have been measured at their estimated fair value using a Monte Carlo simulation valuation model. Inherent in the valuation model are assumptions related to expected stock price volatility, risk-free interest rate, expected term, and dividend yield. The key inputs used in the Monte Carlo simulation model at their respective measurement dates were as follows:


		September 30, 2025		December 31, 2024
Expected term (in years)		5.6		5.9
Risk free rate		3.76%		4.38%
Expected volatility		100.0%		95.0%
Expected dividends		0%		0%
Stock price	$	1.67	$	2.19

The stock price is based on the closing price of the Company’s Class A common stock as of the valuation date and simulated through the end of the earn-out period following Geometric Brownian Motion. The Company estimates the volatility of its common stock by using a weighted average of historical volatilities of SES’s shares and warrants and select peer companies’ common stock that matches the expected term of the awards (range of the weighted average of volatility was 90.7% - 100.6% and 87.3% - 122.5% as of September 30, 2025 and December 31, 2024, respectively). The expected term is derived from a probability weighted model, considering a number of inputs, including the probability of a change in control. The risk-free interest rate is based on the yield curve for zero-coupon U.S. Treasury notes with maturities corresponding to the expected term of the awards. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

The following table provides a reconciliation of the beginning and ending balances for the Sponsor Earn-Out liabilities:


(in thousands)
Balance as of December 31, 2024	$	9,472
Change in fair value		(2,523)
Balance as of September 30, 2025	$	6,949

Balance as of December 31, 2023	$	4,166
Change in fair value		(3,287)
Balance as of September 30, 2024	$	879

Note 11. Commitments and Contingencies

Commitments

Under the terms of one of the JDAs entered into in 2021 and amended in March 2024, the Company is committed to undertake certain research and development activities for the benefit of both itself and its OEM Partner which involve expenditures related to engineering efforts and purchases of related equipment. The Company has a remaining commitment to spend up to $7.8 million under this JDA as of September 30, 2025.

In December 2021, the Company amended the lease agreement for an office space in Woburn, Massachusetts. The amendment includes an obligation for the Company to pay monthly relinquishment charges (equal to the total rental obligation for the duration of the lease term) only if the new tenant does not pay the monthly rental amount and the lessor has provided a notice to collect the relinquishment charges from the Company. As of September 30, 2025, the Company assessed the probability of any liability to be incurred for relinquishment charges as remote.

Deferred Consideration

Under the terms of the acquisition agreement for UZ Energy, the Company recognized contingent liabilities related to purchase consideration payments to UZ Energy shareholders. These payments are contingent on meeting specified thresholds relating to revenue and cash balances for fiscal years 2025 and 2026, which are further detailed in Note 3.

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Legal Contingencies

From time-to-time, the Company may be subject to claims arising in the ordinary course of business or become involved in litigation or other legal proceedings. While the outcome of such claims or other proceedings cannot be predicted with certainty, the Company’s management expects that any such liabilities, to the extent not provided for by insurance or otherwise, would not have a material effect on the Company’s financial condition, results of operations or cash flows.

Indemnifications

The Company enters into indemnification provisions under agreements with other companies in the ordinary course of business, including, but not limited to, partnerships, landlords, vendors, and contractors. Pursuant to these arrangements, the Company agrees to indemnify, defend, and hold harmless the indemnified party for certain losses suffered or incurred by the indemnified party as a result of the Company’s activities. The maximum potential amount of future payments the Company could be required to make under these agreements is not determinable. The Company has never incurred costs to defend lawsuits or settle claims related to these indemnification provisions. In addition, the Company indemnifies its officers, directors, and certain key employees against claims made with respect to matters that arise while they are serving in their respective capacities as such, subject to certain limitations set forth under applicable law, and applicable indemnification agreements. The Company maintains insurance, including commercial general liability insurance, product liability insurance, and directors and officers insurance to offset certain potential liabilities under these indemnification provisions. To date, there have been no claims under these indemnification provisions.

Note 12. Stock-Based Compensation

The Company’s stock-based compensation included in its condensed consolidated statements of operations and comprehensive loss, net of forfeitures, was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
Research and development	$	608	$	3,493	$	2,449	$	6,560
General and administrative		1,521		3,018		6,094		9,537
Cost of revenue		67		—		321		—
Total stock-based compensation	$	2,196	$	6,511	$	8,864	$	16,097

The following table summarizes stock-based compensation expense by award type, net of forfeitures:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
Earn-Out Restricted Shares	$	—	$	1,997	$	—	$	1,997
Restricted Stock Units ("RSUs")		1,774		3,404		6,545		10,093
Performance Stock Units ("PSUs")		176		582		1,089		2,214
Restricted Stock Awards ("RSAs")		245		486		1,197		1,464
Stock options		1		42		33		329
Total	$	2,196	$	6,511	$	8,864	$	16,097

PSUs are measured at their estimated fair value using a Monte Carlo simulation valuation model with the effect of the market condition reflected in the grant date fair value of the award. The fair value of RSUs is estimated based on the closing price of the Company’s Class A common stock at the date of grant.

Note 13. Income Taxes

The Company’s effective tax rate for the three and nine months ended September 30, 2025 was 0.8% and (1.0)%, respectively, compared with (0.5)% and (0.6)% for the three and nine months ended September 30, 2024. The difference between the provision for income taxes and the income tax determined by applying the statutory federal income tax rate of 21% principally results from income taxes on earnings from its foreign tax jurisdictions offset by losses generated in the U.S. where no benefit was recorded because the Company had fully reserved its deferred tax assets as of September 30, 2025 and December 31, 2024 and the recording of uncertain tax positions and interest expense.

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On July 4, 2025, tax legislation known as the One Big Beautiful Bill Act ("OBBBA") was enacted in the United States. Key corporate tax provisions include the restoration of 100% bonus depreciation, immediate expensing for domestic research and experimental expenditures, changes to Section 163(j) interest limitations, updates to Global Intangible Low-Taxed Income (“GILTI”) and Foreign-Derived Intangible Income (“FDII”) rules, amendments to energy credits, and expanded Section 162(m) aggregation requirements. In accordance with ASC 740, the effects of the new tax law will be recognized in the period of enactment. The Company performed a review during tax provision preparation determining that the impact is not material for the period ending September 30, 2025.

Note 14. Net Loss Per Share

Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted net loss per share is computed by dividing net loss, as adjusted for changes in fair value recognized in earnings from equity contracts classified as liabilities, by the weighted average number of common shares outstanding and, when dilutive, common share equivalents from outstanding stock options and restricted stock units (using the treasury-stock method). The weighted-average number of common shares used in the computation of basic and diluted net loss per share were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except share and per share amounts)	2025		2024		2025		2024
Numerator:
Net loss attributable to common stockholders - basic	$	(20,920)	$	(30,186)	$	(56,003)	$	(65,640)

Denominator:
Weighted average shares of common stock outstanding - basic and diluted		331,335,411		322,032,894		330,807,919		320,557,892

Net loss per share attributable to common stockholders - basic and diluted	$	(0.06)	$	(0.09)	$	(0.17)	$	(0.20)

The number of common stock equivalents excluded from the computation of diluted net loss per share because either the effect would have been anti-dilutive, or the performance criteria related to such shares and awards had not been met, were as follows:


	As of September 30,
	2025	2024
Escrowed earn-out shares	27,690,978	27,690,978
Options to purchase common stock	5,787,911	10,042,526
Public warrants	9,199,947	9,199,947
Sponsor Earn-Out Shares	5,520,000	5,520,000
Private warrants	5,013,333	5,013,333
Unvested RSUs	14,045,838	14,528,463
Unvested PSUs	5,784,050	6,159,793
Earn-out Restricted Shares	742,280	827,276
Unvested RSAs	401	351,198
Total	73,784,738	79,333,514

15. Segment and Geographic Information

Operating Segments

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates in one operating and reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. The CODM uses operating income (loss) as the measure of financial performance and for resource allocation decisions.

Significant Expenses

The Company concluded it operates as one operating and reportable segment based on the information regularly reviewed by the CODM for decision making, resource allocation, and evaluating financial performance. The information included is categorized into different significant expense lines such as compensation and benefits, lab and equipment, professional services, general and administrative, facility, and sales and marketing.

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The Company reported the following significant expenses to the CODM:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
Compensation and benefits	$	6,400	$	8,558	$	20,699	$	25,515
Stock-based compensation		1,815		6,530		8,543		16,116
Lab and equipment		4,003		9,897		12,886		12,984
General and administrative		3,509		4,281		11,502		11,829
Professional services		4,871		2,829		17,036		7,081
Facility		1,540		1,941		4,531		5,967
Marketing and sales		147		181		525		623
	$	22,285	$	34,217	$	75,722	$	80,115

Geographic & Concentration Information

For the three and nine months ended September 30 2025, revenue outside of the United States, based on customer billing address, was 98% and 99% of total revenue, respectively. For the three and nine months ending September 30, 2025, there was one customer that accounted for 51% and 59%, respectively, of total revenue and a second customer that accounted for 35% and 15%, respectively, of total revenue as well as 47% of accounts receivable as of September 30, 2025. For the nine months ending September 30, 2025, there was a third customer that accounted for 19% of total revenue as well as 40% of accounts receivable as of September 30, 2025.

Note 16. Related-Party Transactions

Pursuant to the director nomination agreement, dated as of July 12, 2021, with the Company (the “Director Nomination Agreement”), General Motors Company and its affiliates (“GM”) were considered related parties due to their board representation and the board member’s employment position at GM, which remained in effect as long as GM continued to hold more than 5% of the fully diluted outstanding equity securities of SES as per the agreement. On October 29, 2024, GM and the Company mutually agreed to terminate the Director Nomination Agreement and GM terminated its board representation. Hence, GM is no longer considered a related party during 2025. See “Note 5 – Partnerships” for more details about our prior partnership with GM.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis provides information which our management believes is relevant to an assessment and understanding of our consolidated results of operations and financial condition. The following discussion and analysis should be read in conjunction with the accompanying condensed consolidated financial statements as of and for the three and nine months ended September 30, 2025 and the related notes included in this Quarterly Report on Form 10-Q and our audited consolidated financial statements as of and for the year ended December 31, 2024 and the related notes contained in the 2024 Annual Report on Form 10-K. This Quarterly Report on Form 10-Q includes forward-looking statements. These forward-looking statements within the meaning of the federal securities law are based on our current expectations and beliefs concerning future developments and their potential effects on us. These forward-looking statements are not statements of historical fact and may include statements regarding possible or assumed future results of operations. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Factors that might cause or contribute to such forward-looking statements include, but are not limited to, those set forth in Part II, Item 1A of this Quarterly Report on Form 10-Q and in Item 1A. Risk Factors in the 2024 Annual Report on 10-K. Unless the context otherwise requires, references in this section to “the Company,” “we,” “us” and “our” refer to the business and operations of SES Holdings Pte. Ltd. (“Old SES”) and its consolidated subsidiaries prior to the Business Combination and to SES AI Corporation and its consolidated subsidiaries following the Closing. References in this section to our future plans that indicate the timing of when we expect such plans to be completed by a certain year mean at any point during that year.

Overview

We are a leading developer and manufacturer of high-performance, AI-enhanced Lithium-Metal (“Li-Metal”) and Lithium-ion (“Li-ion”) rechargeable battery technologies for electric vehicles (“EVs”), Urban Air Mobility (“UAM”), drones, robotics, Energy Storage Systems (“ESS”) and other applications. The Company’s mission is to accelerate the world’s energy transition through material discovery and battery management.

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SES accelerates its pace of innovation by utilizing superintelligent AI across the spectrum of our business, from research and development, materials sourcing, cell design, engineering and manufacturing, to battery health and safety monitoring.

As we build more AI-enhanced Li-Metal and Li-ion cells and generate more data, AI has become an increasingly integral part of our business in material development, battery health monitoring and incident prediction, with our AI initiatives consisting of AI for Science, AI for Manufacturing and AI for Safety. We believe that our AI for Science has the potential to accelerate our pipeline material discovery by mapping the vast universe of small molecules, with the goal to improve battery performance and safety. Our AI for Manufacturing uses machine learning to help define and fine-tune quality specifications based on manufacturing process data. Our AI for Safety is designed to monitor battery state-of-health and predict incidents more accurately than conventional battery management system.

There are four pillars to our mission.

Artificial Intelligence (AI)

We started our AI programs out of necessity, due to the need to provide a high level of safety in the field and the need to further accelerate our future roadmap for material development. Our AI programs fall under three major categories:

AI for Science - We launched our new AI model Molecular Universe (“MU”) in April 2025, and unveiled the latest platform, MU-1, in October 2025. The model is designed to screen a vast universe of small molecules for potential electrolyte solvent candidates. We have also built an electrolyte foundry designed to provide high throughput synthesis and testing of these materials.

AI for Manufacturing – The traditional approach to optimizing cell design and process and improving manufacturing quality is through human experience, where the human engineers define and optimize quality specifications, which typically is a very lengthy process. We believe our AI for Manufacturing can accelerate this timeline. AI for Manufacturing uses machine learning to help define and fine-turn quality specifications based on manufacturing process data.

AI for Safety - We seek to provide a high level of safety in the field, and we are leveraging our automotive 50Ah and 100Ah cell production volume and quality data to train our AI for Safety. Our AI for Safety prediction accuracy increased to 95% in 2024, meeting the target we set at the start of the year. Our ultimate goal is to be able to reach near 100% safety in the field, which we believe will be paramount to both EV and UAM OEMs.

Energy Storage System (ESS)

We believe the intersection of digital infrastructure and the need for power is one of the most critical themes of our time. As AI continues to evolve, the demand for power will grow significantly. ESS is an essential enabler of renewable energy generation, helping alternative sources of power make a steady contribution to the world’s energy needs despite the inherently intermittent character of renewable energy sources. The flexibility ESS provides will make it integral to applications such as peak shaving, self-consumption, and back power in the event of outages. All of this has created a significant opportunity for us. We have been actively exploring this area as a natural fit to exploit our unique capabilities in materials discovery and superintelligent battery management through AI. We believe that our AI-enhanced batteries can extend the life of ESS, and our AI for Safety can improve ESS battery health and safety. We have only begun to tap into this market and look forward to growing our presence in energy storage.

Electric Vehicles (EV).

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 what we believe to be the world’s first automotive A-sample Li-Metal joint development agreements (JDAs) with GM, Hyundai and Honda, all of whom made strategic investments in our company. In 2023, we signed what we believe to be the world’s first automotive B-sample Li-Metal JDA with a major global automaker. In 2024, we extended our JDA agreement with Hyundai to conduct further development activities in order to achieve production of B-sample batteries.

We believe that our AI-enhanced Li-Metal battery technology demonstrates industry-leading energy density and performance and has the ability to:

●

●	deliver a lightweight and compact battery, and substantially reduce range anxiety of EV consumers;

●	provide fast-charge capability to charge the battery to 80% in less than 15 minutes, significantly reducing charging times;

●	incorporate AI software and battery management systems (“BMS”), which will accurately monitor the state of health of the battery and apply appropriate self-healing protocols;

●	achieve rapid market adoption due to our strategic partnerships, including with leading global OEMs, such as Hyundai Motor Company (“Hyundai”) and Honda Motor Company, Ltd. (“Honda”); and

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●	capitalize on the innovation occurring in Li-ion, including improvements in energy density, manufacturing efficiency and cost reduction, as our manufacturing processes are very similar to Li-ion.

In 2024, we transitioned from developing and producing A-Sample batteries to B-Samples to meet carmakers' requirements for their electric vehicles. A-Sample batteries are functional prototypes developed for OEMs based on their technical specifications. These are in contrast with B-Sample batteries, which are A-sample batteries manufactured under much higher throughput and tested in actual vehicles, and C-Sample batteries, which would be fully functional, mature samples for mass production and tested for full drivability in actual vehicles.

Urban Air Mobility (UAM)

We believe that UAM and drones are perfect fits for high energy density and high-power density Li-Metal and Li-ion batteries. In our view, B-sample battery cell technology requires less additional development to reach commercial production for use in UAM and drones than in EVs, and that our B-sample technology for EVs can be adapted for UAMs and drones quickly. UAM and drones frequently operate on a fleet business model where the key business metrics are cost per passenger per mile, with weight being a paramount factor to costs. We believe that the step-change gravimetric energy density that Li-Metal and Li-ion can potentially offer means that an aircraft has the potential to carry twice the number of passengers, or twice the payload for cargo applications, or fly twice the distance, which has the potential to significantly improve the profitability of UAM operators. We have converted two of our EV A-sample lines to be dedicated to UAM cell production.

We also believe that our high-energy density and high-power density Li-Metal and Li-ion cells, such as the AI-enhanced 2170 cylindrical cell that we unveiled in January 2025, are well designed for use in humanoid robots, drones and other applications.

On July 25, 2025, our wholly owned subsidiary, SES AI International I Pte Ltd, entered into an agreement with UZ Energy Co. Ltd. and its shareholders to acquire 100% of the share capital of UZ Energy, a China-based battery energy storage system manufacturer. The aggregate consideration for the acquisition of UZ Energy is approximately RMB 183.5 million ($25.8 million), of which the purchase consideration is RMB 93.5 million ($13.1 million), subject to adjustment based on a number of performance factors. The transaction closed on September 15, 2025 after completion of customary closing conditions. We believe that the acquisition of UZ Energy strengthens our capabilities in the ESS market and will provide opportunities for revenue generation.

Results of Operations

The following table sets forth our historical operating results for the periods indicated:


	Three Months Ended September 30,				$		%
(in thousands)	2025		2024		Change		Change
Revenue from customers	$	7,118	$	-	$	7,118	100.0	%
Cost of revenue		3,482		-		3,482	100.0	%
Gross profit		3,636		-		3,636	100.0	%
Gross margin		51%		0%
Operating Expenses
Research and development		15,625		24,438		(8,813)	(36.1)	%
General and administrative		6,660		9,779		(3,119)	(31.9)	%
Total operating expenses		22,285		34,217		(11,932)	(34.9)	%
Loss from operations	$	(18,649)	$	(34,217)	$	15,568	(45.5)	%


	Nine Months Ended September 30,				$		%
(in thousands)	2025		2024		Change		Change
Revenue from customers	$	16,438	$	-	$	16,438	100.0	%
Cost of revenue		5,645		-		5,645	100.0	%
Gross profit		10,793		-		10,793	100.0	%
Gross margin		66%		0%
Operating Expenses
Research and development		55,222		51,260		3,962	7.7	%
General and administrative		20,500		28,855		(8,355)	(29.0)	%
Total operating expenses		75,722		80,115		(4,393)	(5.5)	%
Loss from operations	$	(64,929)	$	(80,115)	$	15,186	(19.0)	%

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Factors Affecting Operating Results

Revenue from Customers

In October 2024, we began to generate revenue from our principal business activities. We generate revenue from two primary sources:

●

Product revenue generally consists of sales of ESS systems to residential and commercial customers as well as Li-ion and Li-Metal battery cells and battery materials, such as electrolyte, sold to automotive OEMs and other manufactures.

●

Service revenue generally consists of services for the design and development of Li-ion and Li-Metal battery materials in accordance with the customer’s specifications.

Revenue for the three and nine months ended September 30, 2025 was $7.1 million and $16.4 million, respectively. This revenue was primarily earned from service-related contracts with OEMs and other manufacturers totaling $3.9 million and $13.2 million, respectively, as well as ESS product shipments totaling $3.2 million for the three and nine months ended September 30, 2025, respectively.

Cost of Revenue

Cost of revenue includes materials, labor, depreciation and amortization expense, inventory, freight costs, and other direct costs related to manufacturing our products and service contracts. Labor consists of personnel-related expenses such as salaries, benefits, and stock-based compensation. We anticipate that cost of revenue will continue to increase as we enter into new revenue contracts.

Costs of revenue for the three and nine months ended September 30, 2025 were $3.5 million and $5.6 million, respectively. This cost of revenue was primarily attributable to personnel costs for service-related contracts totaling $0.7 million and $2.9 million, respectively, as well as inventory, materials, and shipping costs for ESS product revenue shipments totaling $2.7 million for the three and nine months ended September 30, 2025, respectively.

Gross Margin

Gross margin, or gross profit as a percentage of revenue, has been and will continue to fluctuate over time affected by a variety of factors, including the average sales price of our product and service offerings and changes in our mix of revenue between our ESS product and R&D service offerings.

Gross margin for the three and nine months ended September 30, 2025 were 51.1% and 65.7%, respectively. The fluctuation was primarily due to ESS product deliveries arising from the acquisition of UZ Energy in September 2025 and the resulting effect on revenue mix between product and service offerings.

Research and Development

Research and development expenses consist primarily of costs incurred for salaries and personnel-related expenses, including performance-based bonus and stock-based compensation expense, for scientists, experienced engineers and technicians, expenses for materials and supplies used in product research and development, process engineering efforts and testing, as well as payments to consultants, depreciation, and allocated facilities and information technology costs.

Research and development expenses for the three months ended September 30, 2025 decreased $8.8 million, or 36%, to $15.6 million, compared with $24.4 million for the three months ended September 30, 2024. This decrease was primarily driven by a $8.4 million decrease in JDA related lab expenses during the current period, a $3.3 million decrease in personnel costs and a $2.9 million decrease in stock-based compensation mainly attributable to headcount reductions resulting from the company pivoting away from in-house manufacturing, and a $0.6 million decrease in other operating costs like professional fees, rent, and depreciation. These decreases were partially offset by a $4.5 million decrease in reimbursements from prior year from our JDA partners due to the culmination of certain JDA activities in 2024 and a $2.1 million increase in AI infrastructure costs including Graphic Processing Unit (“GPU”) expenses and development costs development of the Company’s Molecular Universe platform.

Research and development expenses for the nine months ended September 30, 2025 increased $3.9 million, or 8%, to $55.2 million compared with $51.3 million for the nine months ended September 30, 2024. This increase was primarily driven by a $10.5 million increase in AI infrastructure costs including GPU expenses and costs related to development of the Company’s Molecular Universe platform, $8.5 million decrease in reimbursements compared to the prior period from billings from our JDA partners due to the culmination of certain JDA activities in 2024, and a $0.2 million increase in depreciation expense for assets placed in service. These increases were partially offset by a $7.4 million decrease in personnel costs, a $4.0 million decrease in stock-based compensation mainly attributable to headcount reductions resulting from the company pivoting away from in-house manufacturing, a $2.7 million decrease in JDA related lab equipment expenses.

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Further, there was a $0.6 million decrease in professional services as well as a $0.6 million decrease in other operating costs that include repairs and maintenance and allocated expenses.

General and Administrative

General and administrative expenses consist primarily of costs incurred for salaries and personnel-related expenses, including bonus and stock-based compensation expense, for our finance, legal and human resource functions, expenses for director and officer insurance, outside contractor and professional service fees, audit and compliance expenses, legal, patent-related costs, accounting and other advisory services, as well as allocated facilities and information technology costs, including depreciation.

General and administrative expenses for the three months ended September 30, 2025 decreased $3.1 million, or 32%, to $6.7 million, compared with $9.8 million for the three months ended September 30, 2024. This decrease was primarily driven by a decrease of $1.6 million for stock-based compensation and $0.9 million in personnel costs due to headcount reductions, and a $0.9 million decrease in professional services including recruiting and public relations consulting, partially offset by a $0.2 million increase in other operating costs including franchise tax fees.

General and administrative expenses for the nine months ended September 30, 2025 decreased $8.4 million, or 29%, to $20.5 million, compared with $28.9 million for the nine months ended September 30, 2024. This decrease was primarily driven by a decrease of $3.4 million for stock-based compensation and $2.9 million in personnel costs due to headcount reductions, and a $1.6 million decrease in professional services including recruiting and public relations consulting, a $0.6 million decrease in legal fees and a $0.5 decrease in insurance costs, partially offset by a $0.5 million increase in other operating costs including franchise tax fees and regulatory costs.

Non-Operating Items

Interest Income

Interest income primarily consists of interest earned on our cash and cash equivalents and marketable debt securities, which are primarily invested in money market funds and U.S. treasury securities, and accretion income from the U.S. treasury securities.

During the three and nine months ended September 30, 2025, we had interest income of $2.3 million and $7.3 million, respectively, compared with $3.7 million and $11.8 million for the three and nine months ended September 30, 2024, respectively. The $1.4 million and $4.5 million decreases from each of the three and nine months ended September 30, 2024 to each of the three and nine months ended September 30, 2025 were due to lower investment balances primarily arising from cash used in operations.

Change in Fair Value of Earn-Out Liabilities

During the three and nine months ended September 30, 2025, we incurred a loss of $3.9 million and a gain of $2.5 million, respectively, associated with the change in fair value of the Sponsor Earn-Out liabilities compared with gains of $1.0 million and $3.3 million, respectively, for the three and nine months ended September 30, 2024. With the fair value of the Sponsor Earn-Out liabilities tied to the Company’s stock price, continued volatility in the stock price or changes in the expected term could result in further gains or losses resulting from the change in fair value. Refer to “Note 10 – Sponsor Earn-Out Liabilities” to the condensed consolidated financial statements for additional information.

Miscellaneous Income (Expense), Net

During the three months ended September 30, 2025, we had miscellaneous expense of $0.7 million, compared with miscellaneous expense of $0.5 million for the three months ended September 30, 2024. This $0.2 million increase in miscellaneous expense was primarily due to an increase in the loss on foreign currency translation.

During the nine months ended September 30, 2025, we had miscellaneous expense of $0.3 million, compared with miscellaneous expense of $0.2 million for the nine months ended September 30, 2024. This $0.1 million increase in miscellaneous expense was the result of an increase in the loss on foreign currency translations.

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Benefits from (Provision for) Income Taxes

During the three months ended September 30, 2025, we had a benefit from income taxes of $0.1 million compared to a provision for income taxes of $0.1 million for the three months ended September 30, 2024. This $0.2 million increase in benefits from incomes taxes is primarily due to local taxes in the foreign jurisdictions in which the Company operates.

During the nine months ended September 30, 2025, we had provisions for income taxes of $0.6 million compared to a $0.4 million provision for income taxes for the nine months ended September 30, 2024. This $0.2 million increase in provision for income taxes as primarily due to local taxes in the foreign jurisdictions in which the Company operates.

Liquidity and Capital Resources

As of September 30, 2025, we had total cash and cash equivalents of $35.3 million and investments in marketable debt and equity securities of $178.7 million. As an early-stage growth company that has just begun the commercialization stage of development, the net operating losses we have incurred since inception are consistent with our strategy and budget.

We expect to sustain substantial operating expenses, without generating sufficient revenues to cover expenditures, for a number of years. Our ability to successfully develop our products and services, scale up our commercial operations and expand our business will depend on many factors, including our working capital needs, the availability of equity and/or debt financing and, over time, our ability to generate positive cash flows from operations. To date, we have funded our operations primarily through a combination of proceeds from the Business Combination and subsequent equity private placement in 2022, and prior to that, funding received through the sales of our redeemable convertible preferred stock. We believe that our cash on hand and marketable securities resulting from these proceeds will be sufficient to meet our principal working capital and capital expenditure requirements and ongoing costs, such as research and development relating to our Li-Metal batteries, operations of recently acquired ESS business, and Molecular Universe material discoveries, for a period of at least 12 months from the date of this Quarterly Report, as well as to full commercialization. However, additional funding may be required during or after this period to finance certain needs beyond our principal working capital and capital expenditure requirements and ongoing costs, including additional opportunities to purchase data and equipment, develop and train our AI models, and/or develop commercial operations in the United States and abroad, acquisitions or other strategic transactions, and unexpected delays in the development of our Li-Metal battery cells.

If we need additional funding beyond these existing short- to medium-term sources of liquidity, or if following commercialization, we are not able to fund our operations from cash flows generated from anticipated product sales, we expect that we will need to raise additional funds. This may be through a variety of possible methods, including, but not limited to, entry into joint ventures or other strategic arrangements, issuance of equity, equity-related or debt securities, and the obtaining credit from financial institutions. For more information about our at-the-market equity offering program with certain investment banks, which we entered into on February 28, 2025, through which we may offer and sell, from time to time, shares of Class A Common Stock having an aggregate offering price of up to $150.0 million, see “Part II, Item 9.B. Other Information” in our 2024 Annual Report on Form 10-K. We sold no shares under the at-the-market equity offering program during the quarter ended September 30, 2025, and to date have sold no shares under the program.

Summary of Cash Flows

The following table provides a summary of our cash flow data for the periods indicated:


	Nine Months Ended September 30,
(in thousands)	2025		2024
Cash (used in) provided by:
Operating activities	$	(47,955)	$	(53,794)
Investing activities		(43,704)		34,154
Financing activities		(2,010)		378
Effect of exchange rate changes on cash		177		(291)
Net decrease in cash, cash equivalents and restricted cash	$	(93,492)	$	(19,553)

Operating Activities

Our cash flows used in operating activities to date have primarily comprised research and development and general and administrative activities as discussed above.

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Net cash used in operating activities of $48.0 million for the nine months ended September 30, 2025 was primarily attributable to net loss of $56.0 million, as adjusted for stock-based compensation expense of $8.9 million, a gain on change in fair value of Sponsor Earn-Out liabilities of $2.5 million, depreciation and amortization of $7.7 million, a loss on disposal of fixed assets of $0.6 million, accretion income from marketable securities of $2.4 million, and a $4.6 million working capital outflow. The working capital outflow was primarily driven by a $5.4 million increase in prepaids and other assets primarily due to advance payments made for software related service costs due to AI infrastructure spend, a $2.0 million increase in accrued expenses and other current liabilities due to accruals for deferred consideration in connection with the acquisition, changes in deferred revenue balances, accrued income taxes payable, and payroll related accruals and a $1.3 million increase in receivables from customers.

Net cash used in operating activities of $53.8 million for the nine months ended September 30, 2024 was primarily attributable to net loss of $65.6 million, as adjusted for stock-based compensation expense of $16.1 million, accretion income from marketable securities of $6.0 million, depreciation and amortization of $5.9 million, a gain on change in fair value of Sponsor Earn-Out liabilities of $3.3 million, other adjustments to net loss of $1.0 million, and a $0.1 million working capital inflow. The working capital inflow was primarily driven by a $2.8 million increase in accrued expenses and other liabilities, including due to the timing of payments for legal fees and equipment purchases, and a $1.3 million receipt for reimbursements of our expenses from a JDA partner. The working capital inflow was partially offset by a $3.7 million increase in prepaids and other assets. The increase in prepaids and other assets was primarily due to advance payments made for equipment purchases pursuant to our JDA agreements and prepaid costs related to software development. Additionally, the $0.4 million decrease in accounts payable was due to the timing of vendor payments, which also offset the working capital inflow.

Investing Activities

Net cash used in investing activities was $43.7 million for the nine months ended September 30, 2025, compared to net cash provided by investing activities of $34.2 million for the nine months ended September 30, 2024.

Purchases, Maturities, and Sale of Investments – Net purchases of investments in marketable debt and equity securities were $47.4 million for the nine months ended September 30, 2025, compared to net proceeds from investments in marketable debt and equity securities of $46.1 million during the nine months ended September 30, 2024. During the nine months ended September 30, 2025, we sold investments prior to maturity resulting in $5.0 million in proceeds from sale of investments compared to none in the nine months ended September 30, 2024.

Capital Spending – Capital expenditures were $2.1 million and $12.0 million for the nine months ended September 30, 2025 and 2024, respectively, and primarily related to the shift from investing in manufacturing equipment to more AI/software, which is less capital intensive. We expect capital expenditures to decrease in 2025 compared with 2024 as we continue to spend on AI related infrastructure classified as research and development expense rather than invest in manufacturing equipment.

Business Combination – Net cash acquired during the business combination was $0.8 million for the nine months ended September 30, 2025 due to the timing of deferred consideration payments for the acquisition consideration.

Financing Activities

Net cash used in financing activities was $2.0 million for the nine months ended September 30, 2025 compared to net cash provided by financing activities of $0.4 million for the six months ended June 30, 2024, respectively, due to $1.6 million in stock repurchases during the period and $0.4 million in payments for taxes withheld to cover vested restricted stock.

Contractual Obligations and Commitments

The following table summarizes our material contractual obligations for cash expenditures as of September 30, 2025, and the periods in which these obligations are due:


	Short Term		Long Term		Total
Purchase obligations(1)	$	16,202	$	-	$	16,202
Operating lease obligations(2)		2,821		7,168		9,989
Total	$	19,023	$	7,168	$	26,191

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(1) Purchase obligations include commitments derived from a JDA agreement, outstanding purchase orders, and supplier contracts of lab supplies and equipment.

(2) Operating lease obligations represent the fixed lease payments for the noncancelable lease term, fixed lease payments for optional renewal periods where the Company is reasonably certain the renewal option will be exercised, and variable lease payments that depend on an underlying index or rate in effect at lease commencement.

Recent Accounting Pronouncements

See “Note 2 – Basis of Presentation” of our accompanying condensed consolidated financial statements for the three and nine months ended September 30, 2025 included in this Quarterly Report on Form 10-Q for more information about recent accounting pronouncements, the timing of their adoption, and their potential impact on our financial condition, results of operations and cash flows.

Critical Accounting Estimates and Judgments

Our financial statements have been prepared in accordance with U.S. GAAP. In the preparation of these condensed consolidated financial statements, we are required to use judgment in making estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements, as well as the reported expenses incurred during the reporting periods.

We consider an accounting estimate or assumption to be critical when (1) the estimate or assumption is complex in nature or requires a high degree of judgment and (2) the use of different judgments, estimates and assumptions could have a material impact on the financial statements. Our significant accounting policies are described in “Note 2 – Basis of Presentation and Summary of Significant Accounting Policies” of our accompanying condensed consolidated financial statements included in this Quarterly Report on Form 10-Q. We consider the following to be our critical accounting estimates.

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Description

Judgments and Uncertainties

Effect if Results Differ From Assumptions

Business Combinations, Goodwill, and Intangibles

In accordance with the provisions of ASC Topic 805, Business Combinations, the Company recognizes the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. Determining these fair values requires management to make significant estimates and assumptions, especially with respect to intangible assets.

In accordance with this guidance, specifically identified intangible assets must be recorded as a separate asset from goodwill if either of the following two criteria is met: (1) the intangible asset acquired arises from contractual or other legal rights; or (2) the intangible asset is separable. Intangibles are typically trade names and intellectual property.

Any excess of the purchase price over the fair value of identifiable net assets in a business combination is recognized as goodwill.

Intangibles acquired from business combinations, including trademarks and patents, are initially measured at their estimated fair values and are then amortized on a straight-line basis over their estimated useful lives.

For Intangible assets, the fair value assigned to the assets are based on reasonable assumptions and estimates that a market participant would use, including revenue forecasts, discount rates, margins, and market factors. Additionally, management evaluates whether triggering events or circumstances have occurred that indicate the remaining useful life or carrying value of the amortizing intangible should be revised.

If we were to change any of these judgments or estimates, it could cause a material increase or decrease in the amount of fair value allocated to goodwill based on the purchase price less net assets.

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Description	Judgments and Uncertainties	Effect if Results Differ From Assumptions
Impairment of Goodwill and Intangible Assets
Goodwill and indefinite-lived intangible assets are evaluated for impairment in accordance with ASC Topic 350, Intangibles—Goodwill and Other. We evaluate goodwill and indefinite-lived intangible assets for impairment annually or more frequently whenever events or circumstances make it more likely than not that impairment may have occurred. These events or circumstances could include a significant change in general economic conditions, deterioration in industry environment, changes in cost factors, declining operating performance indicators, legal factors, competition, customer engagement, changes in the carrying amount of net assets, sale or disposition of a significant portion of a reporting unit or a sustained decrease in stock price. Operating as a single reporting unit, the Company’s entire goodwill balance is subject to this assessment. We have the option to perform a qualitative assessment (commonly referred to as a "step zero" test) to determine whether further quantitative analysis for impairment of goodwill and indefinite-lived intangible assets is necessary. The qualitative assessment includes a review of macroeconomic conditions, industry and market considerations, internal cost factors, and our own overall financial and share price performance, among other factors. If, after assessing the totality of events or circumstances we determine that it is not more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, we do not need to perform a quantitative analysis.	If a quantitative assessment is required, we estimate the fair value of each reporting unit using a combination of discounted cash flow analysis and market-based valuation methodologies. Determining fair value using a quantitative approach requires significant judgment, including judgments about projected revenues, cash flows over a multi-year period, discount rates and estimated valuation multiples. The discount rate applied to our forecasts of future cash flows is based on our estimated weighted average cost of capital. In assessing the reasonableness of our determined fair values, we evaluate our results against our market capitalization. For September 30, 2025 we elected to perform the quantitative assessment for impairment considerations. Based upon our latest assessment, we determined that our goodwill was not impaired as of September 30, 2025. We will monitor future results and will perform a test if indicators trigger an impairment review.	Changes in these estimates and assumptions could materially affect the determination of fair value and impact the goodwill impairment assessment.
Deferred Consideration related to Business Combination
In accordance with the provisions of ASC Topic 805, cash payments related to purchase consideration that are contingent on future financial performance metrics are recorded as liabilities at fair value after using management judgment to determine the likelihood of achieving the performance metric.	The deferred consideration contingent on financial performance used appropriate fair value model (capped put and capped call Black-Scholes option pricing model for 2025 and 2026 consideration payments) to be used for valuing fair value adjustment to deferred consideration, which can be impacted by the following assumptions: ● revenue discount rate ● credit spread ● payout percentage above call or below put ● forecasted revenue ● interest rate ● expected volatility ● risk factor adjustment	If we were to change any of these judgments or estimates, it could cause a material increase or decrease in the liability recorded for deferred consideration.

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Other Information

The Company’s website is www.ses.ai. Information contained on the Company’s website is not part of this report. Information that we furnish to or file with the SEC, including the Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to, or exhibits included in, these reports are made available for download, free of charge, through the Company’s website as soon as reasonably practicable. The Company’s SEC filings, including exhibits filed therewith, are also available directly on the SEC’s website at www.sec.gov.

The Company may use its website as a distribution channel of material company information. Financial and other important information regarding the Company is routinely posted on and accessible through the Company’s website at www.ses.ai. Accordingly, investors should monitor this channel, in addition to following the Company’s press releases, SEC filings and public conference calls and webcasts. The contents of our website are not, however, a part of this report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no significant changes to the Company’s market risk during the three months ended September 30, 2025. Refer to “Part II. Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion of the Company’s exposure to market risk.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our chief executive officer (“CEO”) and chief financial officer (“CFO”), we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2025, as such term is defined in Rules 13a-15(e) and 15d-15(e) under Securities Exchange Act of 1934, as amended (the “Exchange Act”). Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. Based on this evaluation, our principal executive officer and principal financial officer have concluded that as of September 30, 2025, our disclosure controls and procedures were not effective due to material weaknesses in our internal control over financial reporting, as discussed in more detail below.

Our assessment of the effectiveness of the Company’s internal control over financial reporting as of September 30, 2025 excludes the acquisition of UZ Energy which was acquired on September 15, 2025, and whose financial statements constitute approximately 7% of total assets and 20% of total revenue of the consolidated financial statement amounts of the Company as of and for the nine-month period ended September 30, 2025.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Notwithstanding the identified material weaknesses, management, with the participation of the principal executive officer and principal financial officer, believes the condensed consolidated financial information included in this Quarterly Report on Form 10-Q fairly represent in all material respects our financial condition, results of operations and cash flows at and for the periods presented in accordance with U.S. GAAP.

Material Weakness

As disclosed in “Part II. Item 9A. Controls and Procedures” of our 2024 Annual Report on Form 10-K, we identified a material weakness in a review control associated with the valuation of the Sponsor Earn-Out liabilities did not operate effectively as it did not evaluate a key assumption used in the valuation at an appropriate level of precision.

The material weakness did not result in any material misstatements to our condensed consolidated financial statements or disclosures in any of the three and nine months ended September 30, 2025 or 2024 included in this Quarterly Report on Form 10-Q, and our management believes the condensed consolidated financial information included in this Quarterly Report on Form 10-Q fairly represent in all material respects our financial condition, results of operations and cash flows for such periods in accordance with U.S.

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Changes in Internal Control over Financial Reporting

GAAP Other than the actions taken as described in “Management’s Remediation Initiatives” below to improve the Company’s internal control over financial reporting, there have been no changes in our internal control over financial reporting during the most recent fiscal quarter that materially affected, or which are reasonably likely to materially affect, our internal control over financial reporting

Management’s Remediation Initiatives

In order to remediate the material weakness described above and to enhance our overall control environment, we are in the process of, and will continue, designing updated processes and controls and maintain sufficient and appropriate review documentation for the assessment of all key assumptions related to the valuation of Sponsor Earn-Out liabilities.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may be subject to claims arising in the ordinary course of business or become involved in litigation or other legal proceedings. We are not currently a party to any litigation or legal proceedings that, in the opinion of our management, are likely to have a material adverse effect on our business. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors disclosed in “Part I, Item 1A” of our 2024 Annual Report on Form 10-K, and the other reports that we have filed with the SEC. Any of the risks discussed in such reports, as well as additional risks and uncertainties not currently known to us or that we currently deem immaterial, could materially and adversely affect our results of operations, financial condition or prospects. During the period covered by this Quarterly Report on Form 10-Q, there have been no material changes in our risk factors as previously disclosed, except the following:

Risks Relating to Our Business and Technology

We may not be able to successfully integrate UZ Energy’s operations with our business.

We completed the acquisition of UZ Energy on September 15, 2025. Integrating UZ Energy into our business may require significant attention from our senior management, which may divert their attention from our day-to-day business. The difficulties of integration may be increased by cultural differences between our two organizations and the necessity of retaining and integrating personnel, including UZ Energy’s key employees. The services of some of these individuals will be important to the continued growth and success of UZ Energy’s business and to our ability to integrate its business with ours. If we were to lose the services of these key employees or fail to sufficiently integrate them, our ability to operate these businesses successfully would likely be materially and adversely impacted. There may also be challenges in the integration of operations and systems, products and services, and management of facilities, conforming standards, controls, procedures and accounting and other policies, business cultures, engineering, design and development processes, and compensation structures between the two companies, managing the expanded operations of a large and complex company and in keeping existing customers and obtaining new customers. As such, if we are unable to successfully integrate UZ Energy’s operations into our business we could be required to record material impairments, and as a result, our financial condition, results of operations, cash flows and stock price could be material and adversely affected.

The economic benefit of our ESS products to our customers depends on the cost of electricity available from alternative sources, including local electric utility companies, which cost structure is subject to change.

The economic benefit of our ESS products to our customers includes, among other things, the benefit of reducing such customers’ payments to the local electric utility company or from sourcing electricity from other alternative sources. The rates at which electricity is available from a customer’s local electric utility company are subject to change and any changes in such rates may affect the relative benefits of our energy storage systems. Changes in the rates offered by local electric utilities and/or in the applicability or amounts of charges and other fees imposed by such utilities on customers acquiring our ESS products could adversely affect the demand for such products.

Additionally, the electricity stored and released by our ESS products may not currently be cost-competitive in some geographic markets, and we may be unable to reduce our costs to a level at which our ESS products would be competitive in such markets. As such, unless the cost of electricity in these markets rises or we are able to generate demand for our ESS products based on benefits other than electricity cost savings, our potential for growth in the ESS market may be limited.

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As a result, we may fail to realize all of the anticipated benefits of the UZ Energy acquisition, or those benefits may take longer to realize than expected.

Our ESS products performance may not meet customers’ expectations or needs

Our ESS products, including those made by UZ Energy, are subject to various operating risks that may cause them not to perform as expected for our customers. These risks include a failure or wearing-out of our equipment or the equipment into which our equipment connects, an inability to find suitable replacement equipment or parts, or disruption in our distribution systems. Any extended interruption or failure to generate the expected amount of output could adversely affect our business, financial condition and results of operations. In addition, our ESS customers’ willingness to acquire additional systems or services from us may be impacted in the future if any of our systems incur operational issues that indicate expected future cash flows from the system are less than the carrying value. Any such outcome could adversely affect our operating results or ability to attract new customers.

We depend upon component and product manufacturing and logistical services provided by third parties, many of whom are located outside of the U.S.

A significant amount of our components in our ESS products are manufactured in whole or in part by a few third-party manufacturers. Many of these manufacturers are located outside of the U.S. If a catastrophic event occurs relative to these third-party manufacturers, or the political, social, or economic conditions shift within their respective geographies or between trade partners, we could experience business interruptions, delayed delivery of products, or other adverse impacts to our ongoing business. While these arrangements may lower operating costs, they also reduce our direct control over production and distribution. Such diminished control could have an adverse effect on the quality or quantity of our products as well as our flexibility to respond to changing conditions. In addition, we rely on third-party manufacturers to adhere to the terms and conditions of the agreements in place with each party. For example, although arrangements with such manufacturers may contain provisions for warranty expense reimbursement, we may remain responsible to the customer for warranty service in the event of product defects. Any unanticipated product or warranty liability, whether pursuant to arrangements with contract manufacturers or otherwise, could adversely affect our reputation, financial condition, and operating results. In addition, any adverse change in any of our manufacturers financial or business condition could disrupt our ability to supply quality products to our customers. If we are required to change our manufacturers, we may lose revenue, incur increased costs and damage our end-customer relationships. In addition, porting to and qualifying a new manufacturer and commencing production can be an expensive and lengthy process.

We rely in part on governmental and economic incentives available to the EV battery developers. Government incentives and subsidies are granted in connection with government’s efforts to promote the development of the local economy and other policies. For instance, we have historically received rent subsidies and incentive awards from local governmental authorities for our operations in Shanghai and Seoul. We intend to apply for further grants in the future in the jurisdictions in which we operate. Some local government incentives and subsidies may be challenged by higher-level government authorities. Therefore, government incentives and subsidies may be modified, terminated or subject to clawback at the sole discretion of the relevant governmental authorities. Additionally, because laws, regulations and policies with respect to incentives and subsidies may change, we cannot be sure that government incentives and subsidies will continue to be available. In the event that we cease to receive any government incentives or subsidies, any current or future incentive or subsidy is reduced, or any of our current or future incentives or subsidies are challenged, our business, financial condition and operating results may be adversely affected.

Additionally, we believe that, currently, the availability of government incentives and subsidies available to end-users and OEMs is an important factor considered by customers when purchasing EVs, and that growth in the battery market will depend in part on the availability and amounts of these subsidies and incentives for EVs. Currently, government programs, including in China and Europe, favor the purchase of EVs, including through disincentives that discourage the use of gasoline-powered vehicles. In the United States, the states of California, Connecticut, Maryland, Massachusetts, New Jersey, New York, Oregon, Rhode Island and Washington have recently banned the sale of new gas-powered vehicles by 2035, and other states may follow. At the federal level in the United States, while the Inflation Reduction Act of 2022 (IRA) provided tax credits for the purchase of electric vehicles and electric vehicle charging infrastructure, the OBBBA (One Big Beautiful Bill Act), enacted in July 2025, has now terminated these credits, which will be phased out on September 30, 2025 with respect to electric vehicle purchased after such date and on June 30, 2026 with respect to electric vehicle charging infrastructure placed in service after such date. These changes may reduce demand for EVs, adversely affecting our anticipated sales of EV battery products. In addition, OEM customers may delay taking delivery of our battery products if they believe that certain EV incentives will be available at a later date, which may adversely affect our business, financial condition, operating results and prospects. Any further reduction or elimination of government and economic incentives or subsidies may result in the diminished competitiveness of the alternative fuel vehicle industry generally or EVs that use our batteries in particular.

Risks Relating to Regulations and Our Compliance With Such Regulations

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As a result of changes to U.S. and foreign government policy, there may be changes to existing trade agreements, greater restrictions on free trade generally, the imposition of or significant increases in tariffs on goods imported into the U.S., particularly those manufactured in China, and adverse responses by foreign governments to U.S. trade policies, among other possible changes. China is currently a leading global source of supplies for use in the battery, ESS, EV and UAM industries, including some products that we use. As the implementation of tariffs is ongoing, more tariffs may be added in the future. These tariffs could have an adverse impact on our business, results of operations, prospects and financial condition, and if we are unable to pass such price increases through to our customers, it would likely increase our cost of sales and, as a result, decrease our gross margins, operating income and net income. For example, in February 2025, the United States imposed additional tariffs on imports from China and significantly increased those tariffs in April 2025 and announced plans for “reciprocal” tariffs on several countries (including China) in late July 2025. As of the date of this Quarterly Report on Form 10-Q, discussions remain ongoing in respect of certain trade restrictions and tariffs on imports from numerous countries, including China, as well as retaliatory tariffs enacted in response to such actions. In addition, in October 2025, China announced new export controls over exports of certain high performance lithium ion batteries, cathode active materials and anode active materials, which will apply to certain of our products, There can be no assurance that we will be able to obtain export licenses for affected products in a timely manner, or at all, which may affect our ability to export products subject to these export controls out of China, which could lead to a loss in sales opportunities. In light of these events, there continues to exist significant uncertainty about the future relationship between the U.S. and other countries with respect to such trade policies, treaties, and tariffs, and we can make no assurance regarding the eventual impact on our operating results and business. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the United States. Any of these factors could depress economic activity and restrict our access to suppliers or customers and, in turn, have a material adverse effect on the business and financial condition of such suppliers and customers or other counterparties we do business with, which in turn would negatively impact us.

Risks Relating to Our Common Stock and Warrants

Our failure to satisfy certain NYSE listing requirements may result in our Class A common stock being delisted from the NYSE, which could eliminate or adversely affect the trading market for our Class A common stock.

In March 2025, we received notice from the New York Stock Exchange (“NYSE”) indicating that we did not satisfy the continued listing standard set forth in Section 802.01C of the NYSE’s Listed Company Manual (“Section 802.01C”), as the average closing price of our common stock was less than $1.00 per share over a consecutive 30 trading-day period. We have since regained compliance, since at the end of July 2025 (within our six-month cure period under the NYSE’s rules), our Class A common stock reached a closing share price of at least $1.00 on the last trading day of July 2025 and had an average closing share price of at least $1.00 over the prior 30 trading-day period. However, given the volatility in the stock market in general and in the market price of our securities in particular, and the resulting risk of our future non-compliance with Section 802.01C, we continue to actively monitor the market price of shares of our Class A common stock. The perception among investors that we are at heightened risk of delisting could negatively affect the market price and trading volume of our Class A common stock. Additionally, if we again fall out of compliance, we are not able to cure within the NYSE’s prescribed cure period and the NYSE ultimately delists our securities from trading on its exchange for failure to meet the listing standards and we are not able to list such securities on another national securities exchange, we expect such securities could be quoted on an over-the-counter market. If this were to occur, we and our stockholders could face significant material adverse consequences, which could severely diminish or eliminate the value of an investment in our Class A common stock, including a limited availability of market quotations for our securities, reduced liquidity for our securities, a limited amount of news and analyst coverage, and a decreased ability to issue additional securities or obtain additional financing in the future.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a) None.

(b) Not applicable.

(c)

The following table summarizes our common stock repurchase program activity for the three months ended September 30, 2025:


	Share Repurchase Activities

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Period	Total Number of Shares Purchased		Average Price Paid Per Share	Total Number of Shares Purchased as Part of Publicly Announced Program(1)	Approximate Dollar Value of Shares that May Yet Be Purchased under the Program(1)
July 1 - July 31, 2025	871,754		1.27	871,754	28,896,491
August 1 - August 31, 2025	468,902		1.07	1,340,656	28,394,719
September 1 - September 30, 2025	—		—	1,340,656	28,394,719
Total	1,340,656	$	1.22	1,340,656

(1)On April 24, 2025, we announced that our Board approved a stock repurchase program authorizing us to purchase up to $30 million of our outstanding common stock. Under the authorization, the Company may repurchase shares from time to time at management’s discretion, through a variety of methods, including open market purchases in accordance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), privately negotiated transactions or otherwise, in compliance with applicable federal securities laws and other applicable laws and regulations. The Company may also, from time to time, enter into plans that are compliant with Rule 10b5-1 of the Exchange Act to facilitate repurchases of its shares under this authorization. The timing and number of shares repurchased will depend on a variety of factors, including price, general business and market conditions, alternative investment opportunities, and funding considerations. The share repurchase authorization does not obligate the Company to repurchase any specific number of shares, may be suspended or discontinued at any time and does not have an expiration date.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Rule 10b5-1 Trading Arrangements

(a)

None.

(b)

Not applicable.

(c)

During the fiscal quarter ended June 30, 2025, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K, except as follows: On August 14, 2025, Hong Gan (our Chief Science Officer) adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act. Mr. Gan’s plan is for the potential exercise sale of up to 500,000 vested stock options with expiration dates ranging between March 13, 2029 and February 9, 2031, and the sale of the shares of Class A common stock underlying such stock options. The duration of the trading plan is through August 15, 2026, or earlier, upon the completion of all transactions subject to the trading plan.

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Item 6. Exhibits


Exhibit No.		Description

2.1+		Share Transfer and Share Purchase Agreement, dated July 25, 2025, among Shenzhen UZ Energy, CO. Ltd., Shenzhen Yuze Venture Capital Co., Ltd., Xiaofei Xu, Zhen Bao, Shenzhen Yupeng Venture Consulting Partnership (L.P.), Shenzhen Yuyuan Consulting Partnership (L.P.), Changjiu Lin, Shenzhen Zhongxiaodan Venture Capital Co., Ltd., Yibin Chendao New Energy Industry Equity Investment Partnership (L.P.), and SES AI International I Pte. Ltd.
3.1		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).

3.2		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).

31.1†		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2†		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS†		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH†		Inline XBRL Taxonomy Extension Schema Document.

101.CAL†		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF†		Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB†		Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE†		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104†		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

† Filed herewith.

* Furnished herewith.

+ The Company has omitted portions of the referenced exhibit pursuant to Item 601(b) of Regulation S-K because it (a) is not material and (b) the type of information that the Company both customarily and actually treats as private and confidential. In addition, certain exhibits and schedules to the referenced exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

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SIGNATURES

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, duly authorized.

Date: November 12, 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)

EX-2.1 2 ses-20250930xex2d1.htm EX-2.1

Exhibit 2.1

CERTAIN IDENTIFIED INFORMATION MARKED BY [***] HAS BEEN EXCLUDED FROM
THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF
INFORMATION THAT THE REGISTRANT BOTH CUSTOMARILY AND ACTUALLY TREATS
AS PRIVATE AND CONFIDENTIAL.

Share Transfer and Share Purchase AGREEMENT

股权转让和股权认购协议

This SHARE TRANSFER AND SHARE PURCHASE AGREEMENT (hereinafter referred to as the “Agreement”) is made in Shanghai on 25 July 2025 between:

本股权转让以及认购协议（“本协议”）于2025年7月25日由下列各方在上海签署:

(1)Shenzhen UZ Energy Co., Ltd., a limited liability company established under the laws of the PRC, with the registration number of 91440300081274790E and a place of domicile at Room 313, 3/F, Building 2, Meilin Doli Industrial Zone Factory Building, Beihuan Road, Meifeng Community, Meilin Street, Futian District, Shenzhen, China (the “Target Company” or the “Company”)

深圳昱泽新能源有限公司，一家根据中国法律成立的有限责任公司，其统一社会信用代码为91440300081274790E，住所地为深圳市福田区梅林街道梅丰社区北环路梅林多丽工业区厂房2栋3层313房（“目标公司”或“公司”）；

(2)Shenzhen Yuze Venture Capital Co., Ltd., a limited liability company established under the laws of the PRC, with the registration number of 91440300MA5H9M2Y17 and a place of domicile at 3A12G11, South Block, 4th Floor, Tai Ran Cang Song Building, Tai Ran Sixth Road, Tian An Community, Shatou Street, Futian District, Shenzhen (the “Founder Holding Platform” or “Yuze Venture”);

深圳昱泽创业投资有限公司，一家根据中国法律成立的有限责任公司，其统一社会信用代码为91440300MA5H9M2Y17，住所地为深圳市福田区沙头街道天安社区泰然六路泰然苍松大厦四层南座3A12G11（“创始人控股平台”或“昱泽创业”）；

(3)Xiaofei Xu, Personal Identification No. [***], with the place of domicile at [***];

胥晓飞，身份证号为 [***]，住所为 [***]；

(4)Zhen Bao, Personal Identification No. [***], with the place of domicile at [***] (together with Xiaofei Xu, the “Founders”);

鲍震，身份证号为 [***]，住所为 [***]（同胥晓飞，合称“创始人”）；

(5)Shenzhen Yupeng Venture Consulting Partnership (L.P.), a limited partnership established under the laws of the PRC, with the registration number of 91440300MA5H9ULT3T and a place of domicile at 3A12-K4, South Block, 4th Floor, Tai Ran Cang Song Building, Tai Ran Sixth Road, Tian An Community, Shatou Street, Futian District, Shenzhen, China (“Yupeng Consulting”,);

深圳市昱鹏创业咨询合伙企业（有限合伙），一家根据中国法律成立的有限合伙企业，其统一社会信用代码为91440300MA5H9ULT3T，住所为深圳市福田区沙头街道天安社区泰然六路泰然苍松大厦四层南座3A12-K4（“昱鹏咨询”）；

(6)Shenzhen Yuyuan Consulting Partnership (L.P.), a limited partnership established under the laws of the PRC, with the registration number of 91440300MA5HA62W73 and a place of domicile at 3A12-H21, South Block, 4th Floor, Tai Ran Cang Song Building, Tai Ran Sixth Road, Tian An Community, Shatou Street, Futian District, Shenzhen, China (“Yuyuan Consulting”); (7)Changjiu Lin, Personal Identification No.

深圳市昱渊咨询合伙企业（有限合伙），一家根据中国法律成立的有限合伙企业，其统一社会信用代码为91440300MA5HA62W73，住所为深圳市福田区沙头街道天安社区泰然六路泰然苍松大厦四层南座3A12-H21（“昱渊咨询”）；

[***], with the place of domicile at [***] (the “Angel Investor”);

林昌救，身份证号为 [***]，住所为 [***]（“天使投资人”）；

(8)Shenzhen Zhongxiaodan Venture Capital Co., Ltd., a limited liability company established under the laws of the PRC, with the registration number of 91440300050487179C and a place of domicile at 4605, Building B, Longhua District Digital Innovation Center (Hongrongyuan North Station Center), North Station Community, Minzhi Street, Longhua District, Shenzhen, China (“ZXD” or the “Series A Investor”);

深圳市中小担创业投资有限公司，一家根据中国法律成立的有限责任公司，其统一社会信用代码为91440300050487179C，住所地为深圳市龙华区民治街道北站社区龙华区数字创新中心（鸿荣源北站中心）B栋4605（“中小担”或“A轮投资人”）；

(9)Yibin Chendao New Energy Industry Equity Investment Partnership (L.P.), a limited partnership established under the laws of the PRC, with the registration number of 91511500MA69K7AJ39 and a place of domicile at Room 805, Data Center, No. 9, Shaping Section, Guoxing Avenue, Lingang Economic Development Zone, Yibin City, Sichuan Province, China (“Chendao” or the “Series A+ Investor”);

宜宾晨道新能源产业股权投资合伙企业(有限合伙)，一家根据中国法律成立的有限合伙企业，其统一社会信用代码为91511500MA69K7AJ39，住所为四川省宜宾市临港经开区国兴大道沙坪路段9号数据中心805室（“晨道”或“A+轮投资人”）；

(10)SES AI International I Pte. Ltd., a private limited company registered under the laws of Singapore, with the place of registered address at 1 Robinson Road, #18-00, AIA Tower, Singapore 048542 (“SES” or the “Transferee”);

SES AI International I Pte. Ltd., 一家根据新加坡法律成立的有限责任公司, 登记地址为1 Robinson Road, #18-00, AIA Tower, Singapore 048542 （“SES”或“受让方”）

Each of the Transferors and the Transferee shall be referred to as a “Party”, and collectively as the “Parties”. The Series A Investor and the Series A+ Investors are collectively referred to as the “Institutional Investors”; the Founders, the Founder Holding Platform, Yupeng Consulting, Yuyuan Consulting, the Angel Investor, the Series A Investor and the Series A+ Investor are collectively referred to as the “Transferors”; the Founders, the Founder Holding Platform, Yupeng Consulting, the Angel Investor, the Series A Investor and the Series A+ Investor are collectively referred to as the “Existing Shareholders”; the Founders, the Founder Holding Platform, Yupeng Consulting, Yuyuan Consulting are collectively known as “Company Parties”.

转让方和受让方，以下单称“一方”，合称“各方”。A轮投资人和A+轮投资人合称为“前轮机构投资人”；创始人、创始人控股平台、昱鹏咨询、昱渊咨询、天使投资人、A轮投资人以及A+轮投资人合称为“转让方”；创始人、创始人控股平台、昱鹏咨询、天使投资人、A轮投资人以及A+轮投资人合称为“现有股东”。创始人、创始人控股平台、昱鹏咨询以及昱渊咨询合称“公司方”。

WHEREAS:

鉴于：

(A)

Shenzhen UZ Energy Co., Ltd. is an energy storage solution provider established on October 18, 2013, which focuses on the development, integration and sales of energy storage systems, with products and solutions covering domestic and international energy storage systems. Details of the Target Company are set out in Schedule 1;

深圳昱泽新能源有限公司是一家于2013年10月18日设立的一家储能解决方案提供商，以储能系统的开发、集成、销售为主营业务，产品及解决方案覆盖了国内外储能系统。关于目标公司的详情参见附件1;

(B)	The Existing Shareholders intend to transfer all of the Equity in the Target Company to SES in accordance with the terms and conditions of this Agreement, and SES intends to acquire all such Equity (the “Equity Transfer”);

转让方拟按照本协议的条款和条件向SES转让其持有的目标公司全部股权，SES拟受让该等股权（“本次股权转让”）；

(C)

Simultaneously, SES intends to subscribe for the proposed new registered capital of the Target Company on the terms and conditions set forth herein, and the Transferors and the Target Company intend to agree to such subscription (the “Subscription” and, together with the “Equity Transfer”, the “Investment” or the “Transaction”);

与此同时，SES有意根据本协议规定的条款和条件认购目标公司本次拟新增注册资本，转让方及目标公司拟同意该等认购（“本次认购”，与“本次股权转让”合称为“本次投资”或“本交易”）；

(D)	The Parties have entered into this Agreement as of the date hereof with respect to each Party’s understanding of the Transaction and have agreed on the validity of this Agreement.

各方于本协议签署之日就各方对本交易事宜的理解订立本协议，并就本协议的有效性达成一致。

IT IS AGREED as follows:

各方特此约定如下：

1.	DEFINITIONS AND INTERPRETATION/定义与解释

1.1.	In this Agreement where the context so permits, the following words and expressions shall have the following meanings:

在本协议中，如果文义允许，下列词语应具有以下含义：


“Accounts”		means (a) the audited balance sheet, cash flow statements and profit and loss accounts of the Company for the fiscal year ending on the Accounts Date and (b) the unaudited consolidated balance sheets, cash flow statements, and profit and loss accounts of the Company ending on June 30, 2025, in each case, prepared in accordance with PRC GAAP and including all notes, reports and other documents annexed thereto;
“财务报表”		指 (a) 目标公司截至财务基准日的经审计资产负债表、现金流量表及损益表；以及 (b) 目标公司截至2025年6月30日未经审计的合并资产负债表、现金流量表及损益表，且上述各项均根据中国会计准则编制，并包含所有附注、报告及其他附属文件。
“Accounts Date”		means December 31, 2024
“财务基准日”		指 2024年12月31日；
“Affiliate”		means, in respect of a Party, any person, directly or indirectly, through one or more intermediaries, controlling, controlled by or under common control with such Party by means of possessing or being subject to, directly or indirectly, the power to direct or cause the direction of management or policies, whether through ownership of voting securities, the ability to exercise voting power, by contract, by virtue of being or controlling the general partner, managing member, manager, board of managers or board of directors, by virtue of beneficial ownership of, or control over a majority of the economic interest or otherwise;
“关联方”		指，针对一方而言，直接或间接（通过一个或多个中介机构）控制该方、被该方控制或者与该方受共同控制的任何人。上述“控制”是指直接或间接拥有决定管理或政策的权力，无论是通过拥有含表决权的股票、通过行使表决权、通过合同安排、通过作为或控制普通合伙人、管理成员、经理、管理委员会或董事会，或者凭借对多数经济权益的控制权或其他方式；


“Anti-Bribery and Corruption Laws”		means, with respect to any person or its assets, all Applicable Laws concerning or relating to bribery or corruption or money laundering, including those issued, administered or enforced by the Republic of Singapore, People’s Republic of China, the United States, and the United Kingdom, and including such acts such as the United States Foreign Corrupt Practices Act, the United Kingdom Bribery Act, and the Organization for Economic Co-operation and Development (OECD) Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and related implementing legislation and any other Applicable Law of similar purpose in scope in any jurisdiction;
“反贿赂和腐败法”		指关于或涉及贿赂、腐败或洗钱的，针对任何人或财产的所有适用法律，包括新加坡、中华人民共和国、美国和英国颁布、实施或执行的适用法律，包括美国的《反海外腐败法》，英国的《反贿赂法》，以及经济合作与发展组织（OECD）的《国际商务交易活动反对行贿外国公职人员公约》以及任何司法管辖区内具有类似目的的任何其他适用法律；
“Applicable Laws”		means, with respect to any person, all provisions of laws, statutes, ordinances, codes, rules, regulations, permits or certificates of any Governmental Authority applicable to such person or any of its assets or property, and all judgments, injunctions, orders and decrees of any Governmental Authorities in proceedings or actions in which such person is a party or by which any of its assets or properties are bound.
“适用法律”		就任何人而言，指适用于该方或其任何资产或财产的任何政府机构的法律、法规、条例、法典、规则、规章、许可证或证书的所有规定，以及任何政府机构在该方作为一方当事人或其任何资产或财产受其约束的程序或行动中的所有判决、禁令、命令和法令；
“Business Day”		means any day on which banks are generally open for business (excluding Saturdays, Sundays or statutory holidays) in the PRC, Singapore or the United States.
“工作日”		指在中国、新加坡或美国的银行通常开门营业的任何日子（星期六、星期日或法定假日除外）；


“Change in Law”		means, at any time after the Closing Date, any change, amendment, restatement, promulgation of the Applicable Laws or any change to the interpretation, application or enforcement of Applicable Laws, except for those which are applicable to or in any respect related to the performance of the Post-Closing Obligations.
“法律变更”		指在交割日后的任何时间，适用法律的变化、重述、修订、发布或就适用法律的解释、适用和执行的变化，但那些适用于或与履行交割后义务在任何方面有关的除外。
“Closing”		means the completion of the Equity Transfer and Subscription hereunder as stipulated in Section 4 of this Agreement;
“交割”		指按照本协议第四条约定完成各项股权转让和认购。
“Closing Date”		means the date on which the Closing takes place, as set out in Section 4.1 of this Agreement;
“交割日”		指本协议第4.1条规定的进行交割的日期；
“Conditions Precedent”		means the conditions specified in Schedule 3 of this Agreement;
“先决条件”		指本协议附件3所列之条件；


“CP Completion Accounts”		means the unaudited consolidated balance sheet, income statement, and profit and loss accounts of the Company prepared as at the date on which the Transferee has confirmed that the Conditions Precedent as listed in Schedule 3 (except Condition 【21】) are satisfied or waived, which date may be prior to the date of this Agreement, and all notes, reports and other documents annexed thereto in accordance with PRC GAAP, which shall be provided to the Transferee and included in the handover list as stipulated in Section 4.3.5. Subject to the financial practices of the Target Company, the Parties have agreed to confirm that the base date for the financial statements on the CP Completion Date is confirmed to be 31 August 2025. If the CP Completion Date is later than 31 August 2025, the Target Company and the Company Parties undertake not to have any other liabilities or contingent liabilities during the period from 1 September 2025 to the CP Completion Date, except for those agreed by the Transferee otherwise or for the daily operating liabilities;
“先决条件满足日财务报表”		指依据中国会计准则编制的截至受让方确认附件3所列的除第21项以外的先决条件被满足或被放弃之日（该日期可能发生在本协议签署之日之前）的未经审计的合并资产负债表、损益表及随附的所有附注、报告和其他文件，且应当根据第4.3.5条的规定提供给转让方并包含在交接清单里。受限于目标公司财务实操，各方一致确认，先决条件满足日财务报表的基准日确认为2025年8月31日。若先决条件满足日晚于2025年8月31日的，则2025年9月1日至先决条件满足日期间，除受让方另行同意或因经营产生的应付账款外，目标公司及公司方承诺无其他负债或或有负债；
“CP Completion Date”		has the meaning given in Section 4.2.7 of this Agreement;
“先决条件满足日”		具有本协议第4.2.7条所赋予的含义；
“Disclosure Schedules”		means the disclosure schedules set forth in Schedule 9;
“披露清单”		指如附件9所列的披露清单；
“Equity”		means the equity interest in the Company, together with all rights, benefits and interests associated therewith;
“股权”		指目标公司股权以及与其相关的所有权利、权益和利益；
“Governmental Authority”		means any instrumentality, subdivision, court, administrative agency, commission, stock exchange, official or other authority of any country or any state, province, prefect, municipality, locality or other government or political subdivision thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority.
“政府机构”		指任何国家或任何州、省、行政区、直辖市、地方或其他政府或其政治分支机构的任何机构、分支机构、法院、行政机构、委员会、证券交易所、官员或其他机关，或行使任何监管、征税、进口或其他政府或准政府权力的任何准政府或准政府机构。

“Key Employee”		means employees listed in Schedule 14.
“关键员工”		是指附表14所列的员工。
“Longstop Date”		means 30 September 2025, or such other later date as the Transferee notifies the Transferors and the Target Company in writing;
“最终截止日”		指2025年9月30日，或受让方书面通知转让方及目标公司的其他更晚的日期；
“Material Adverse Change”		means any event, occurrence, fact, condition, change, development or effect that individually or in the aggregate, is or may be materially adverse to (a) the financial conditions, business, properties, assets, liabilities, prospects or results of operations of the Company, which for purposes of this definition shall be any event, occurrence, fact, condition, change, development or effect that individually or in aggregate that causes or may cause losses of more than RMB 1 million to the Company, (b) the Equity and/or (c) the performance of this Agreement by the Transferors;
“重大不利变更”		指任何单独或共同（a）对目标公司的财务状况、经营、财产、资产、负债、前景或运营结果单次或合计造成或可能造成目标公司100万元人民币以上损失的，（b）对股权和/或（c）本协议的履行具有实质不利或可能实质不利的事件、情形、事实、条件、改变、发展或影响；
“New Articles”		means the articles of association of the Company amended and restated by the Transferee to reflect the Transfer contemplated hereunder;
“新章程”		指为反映本协议项下的本次股权转让和本次认购，由受让方修订和重述的目标公司章程；
“PRC”		means the People’s Republic of China but excluding, only for the purposes of this Agreement, the Hong Kong and Macau Special Administrative Regions, and Taiwan;
“中国”		指中华人民共和国，但单就本协议而言，不包括香港特别行政区、澳门特别行政区和台湾省；


“PRC GAAP”		means the China Accounting Standards for Business Enterprises.
“中国会计准则”		指中国企业会计准则。
“Properties”		means all the properties set out in Schedule 6, including the Leased Properties;
“不动产”		指附件6所列的所有不动产，包括租赁不动产；
“Public Official”		means any person who is (i) employed by, is acting in an official capacity for, is an official, officer or representative of, or performs public functions (e.g., professionals working for water authorities or planning officials) for a government, department, agency or instrumentality of government (including state-owned or controlled entities), or a public international organization (e.g., The World Bank), (ii) elected, appointed, or holds a legislative, administrative, or judicial position; or (iii) any political party or a candidate for political office and political party officials;
“公职人员”		指任何如下人员：（i）受雇于政府、部门、机构或政府机关（包括国有企业或国有控制实体）作为政府职员、官员或代表，或以官方身份行事或履行公职（例如，为水务局或规划部工作的专业人员），或为公共国际组织（如世界银行）履行公职的人，（ii）被选举、任命或拥有立法、行政或司法职位; 或（iii）任何政党、政治职位和政党官员的候选人；
“Simplified Equity Transfer Agreement”		means a simplified equity transfer agreement signed by the Existing Shareholders and the Transferee (or any of its Affiliates), based on the template provided by Shenzhen Administration for Market Regulation for the purpose of the change of registration with regard to the Transfer;
“简化版股权转让协议”		指现有股东与受让方(或其关联方)为完成本次股权转让的变更登记事宜而基于深圳市场监督管理局提供的模板签署的简化版股权转让协议；


“Tax”		means any and all taxes, fees, levies, duties, tariffs, imposts, late payment surcharges and other charges of any kind (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any Governmental Authority, including, without limitation, taxes or other charges or fees on or with respect to income, franchises, windfall or other profits, gross receipts, property, sales, use, capital stock, payroll, employment, social security funds, workers’ compensation, unemployment compensation, or taxes or other charges in the nature of excise, withholding, ad valorem, stamp, transfer, value added, or gains taxes, license, registration and documentation fees, and customs’ duties, tariffs, and similar charges;
“税金”		指任何政府机构征收的任何及所有税金、费用、征收、税款、关税、税赋和其他任何种类的收费(连同与前述各项相关而征收的任何及所有利息、罚款、税收附加和额外款项)，包括但不限于对所得、特许经营、意外收入或其他利润、收入总额、财产、销售、使用、股本、工资、雇佣、社会保险基金、工伤补偿、失业补偿所征收的或与之相关的税金或其他收费或费用，或具有消费税、预提税、从价税、印花税、转让税、增值税、利得税、许可费、登记费和文件费，以及海关的征税、关税和类似收费性质的税金或其他收费；
“US GAAP”		means the generally accepted accounting principles in the United States of America.
“美国会计准则”		指美国通用会计准则。
“Warranties”		means the representations and warranties contained or referred to in Schedule 5 of this Agreement;
“保证”		指本协议附件5所列或提及的陈述、保证或承诺；


“Series A financing transaction documents”		means the Capital Increase Agreement and the Supplemental Agreement to the Capital Increase Agreement dated May 6, 2022 entered into by the Target Company, Xiaofei Xu, Zhen Bao, Yuze Venture Capital, Changjiu Lin, Shenzhen Yupeng Boyuan Venture Consulting Partnership (Limited Partnership) (“Yupeng Boyuan”), Shenzhen Yuyuan Consulting Partnership(Limited Partnership) (“Yuyuan Consulting”), Shenzhen Yupeng Venture Consulting Partnership (Limited Partnership) (“Yupeng Consulting”), and Shenzhen Boyuan Consulting Partnership (Limited Partnership) (“Boyuan Consulting”);
“A轮投资文件”		指2022年5月6日目标公司、中小担、胥晓飞、鲍震、昱泽创业、林昌救、昱鹏博渊、昱渊咨询、昱鹏咨询以及博渊咨询签署的《深圳昱泽新能源有限公司之增资扩股协议》《深圳昱泽新能源有限公司之增资扩股协议之补充协议》。
“Series A+ financing transaction documents”		means the Investment Agreement dated November 22, 2022, by and among Chendao, the Target Company, ZXD, Xiaofei Xu, Zhen Bao, Yuze Venture Capital, Changjiu Lin, Yupeng Boyuan, Yuyuan Consulting, Yupeng Consulting, and Boyuan Consulting;
“A+轮投资文件”		指2022年11月22日晨道、目标公司、中小担、胥晓飞、鲍震、昱泽创业、林昌救、昱鹏博渊、昱渊咨询、昱鹏咨询以及博渊咨询签署的《投资协议》。

1.2.	If the day on which any right or any obligation under this Agreement is to be exercised or performed falls on a day which is not a Business Day, such right or obligation shall be exercised or performed on the immediately following Business Day.

如果行使本协议项下权利或履行本协议项下义务的日期不是工作日，则应顺延到最近的工作日行使该等权利或履行该等义务。

1.3.	In this Agreement, except where the context otherwise requires:

在本协议中，除另有约定外：

1.3.1.

the headings of sections shall not affect the interpretation of the relevant sections and other provisions of this Agreement;

条款标题不对本协议有关条款和规定的解释产生任何影响；

1.3.2.

any references to “sections” or “schedules” shall be references to the sections or schedules of this Agreement, as applicable;

任何对“条款”或“附件”的引用均指对本协议条款或附件的引用（依适用情形）；

1.3.3.

using of words “inter alia” or “including” (or any similar expressions) does not suggest any limitations, and the relevant wordings shall be interpreted as if they were followed by “without limitation”;

“尤其”或“包括”（或任何类似的表达）等词汇并不表示任何限制，对该等词汇的解释应使其具有不受限制的效力；

1.3.4.

a reference to a person shall include a reference to any individual, firm, company,

consortium, joint venture, or other body corporate, an individual’s executors or administrators, government authority, unincorporated association, trust or partnership (whether or not having separate legal personality);

提及“人”时，应包括任何个人、企业、公司、财团、合资企业或其他法人团体、个人的遗嘱执行人或管理人、政府机构、非法人团体、信托或合伙（无论是否具有独立的法人资格）；

1.3.5.

references to any document (including this Agreement) or a provision of any document includes such document or provision thereof as amended or supplemented in accordance with its terms, and whether or not such other document or provision thereof is or becomes ineffective for any reason;

提及任何文件（包括本协议）或任何文件的条款时，应包括该文件或该条款的修改或补充，无论其他该等文件或条款是否因任何理由而无效；

1.3.6.

references to terms in a masculine gender form suggest references to the same terms in a feminine/neutral gender form, and vice versa; a provision containing a term in a singular form applies as if the relevant term were used in plural, and vice versa; and

如提及一个词语的阳性词性，应包括该词语的其他词性，反之亦然；如果任何词语使用单数形式，应包括复数，反之亦然；以及

1.3.7.

the expression “in writing” or “written” refers to a document signed by an authorised representative of any Party other than, for the avoidance of doubt, any letter (message) transmitted via email, by wire or other electronic means of communication, as well as any documents signed with the use of facsimile signatures.

“书面”或“书面的”均指由任何一方授权代表签署的文件，为避免疑义，通过电子邮件、电汇或其他电子方式传送的任何信件（信息），以及使用传真方式签署的文件均除外。

2.	INVESTMENT

本次投资

2.1.	The total registered capital of the Target Company before this Investment is RMB 12,559,808.62, and the shareholding structure of the Target Company before the completion of the Investment is shown in Schedule 2.

目标公司本次投资前注册资本总额为1255.980862万元，本次投资完成前目标公司的股权结构如附件2所示。

2.2.	Equity Transfers and Subscription

股权转让和股权认购

2.2.1.

Equity Transfers from Institutional Investors

前轮机构投资人股权转让

Subject to the fulfilment of the Conditions Precedents for Closing as set out in Section 4.2 of this Agreement, the Institutional Investors agree to transfer, and SES agrees to acquire, in accordance with the terms and conditions set out in this Agreement, the total registered capital of the Target Company subscribed by the Institutional Investors amounting to [***] at a consideration of an aggregate of [***]. Among them, (1) SES shall receive [***] of Equity in the Company held by ZXD for the consideration of [***] in cash, corresponding to the Company’s subscribed registered capital of [***] and paid-up registered capital of [***], with a transfer price of [***]; (2) SES shall receive [***] equity interest in the Company held by Chendao for the consideration of [***] in cash, corresponding to the Company’s subscribed registered capital of [***] and paid-up registered capital of [***], at a transfer price of [***]. Upon completion of the Equity transfer as set out in this Section 2.2.1, the share capital structure of the Company shall be as shown in Schedule 2.

在满足本协议第4.2条约定的交割先决条件的情况下，前轮机构投资人同意按照本协议约定的条款和条件出让，且SES同意按照本协议约定的条款和条件，按照以合计 [***] 为对价受让前轮机构投资人认缴的目标公司注册资本合计 [***]。其中，（1）SES以现金 [***] 的价格受让中小担所持有的公司合计[***]的股权，对应公司认缴注册资本[***]，实缴注册资本[***]，[***]转让价格为[***]；（2）SES以现金[***]的价格受让晨道所持有的公司合计[***]的股权，对应公司认缴注册资本[***]，实缴注册资本[***]。本第2.2.1条约定的股权转让完成后，公司股本结构如附件2所示。

2.2.2.

Xiaofei Xu Partial Equity Transfer

胥晓飞部分股权转让

Subject to the fulfilment of the Conditions Precedent for Closing as set forth in Section 4.2 of this Agreement and subject to the price adjustment as set forth in Section 3.1 of this Agreement, Xiaofei Xu agrees to transfer, and SES agrees to receive, in accordance with the terms and conditions set out in this Agreement, the total registered capital of the Target Company subscribed by Xiaofei Xu amounting to [***] of Equity in the Company, which corresponds to the Company’s subscribed capital of [***] and fully-paid up capital of [***], for the consideration of not more than [***] in cash, at a transfer price of [***]. Upon completion of the Equity transfer as set out in this Section 2.2.2, the share capital structure of the Company shall be as shown in Schedule 2.

在满足本协议第4.2条约定的交割先决条件的情况并受本协议3.1条约定的价格调整的约束下，胥晓飞同意按照本协议约定的条款和条件出让，且SES同意按照本协议约定的条款和条件，以不超过[***]的现金为对价受让胥晓飞持有的公司合计[***]的股权，对应公司认缴注册资本[***]，实缴注册资本[***]。本第2.2.2条约定的股权转让完成后，公司股本结构如附件2所示。

2.2.3.

Transfer of Equity for Existing Shareholders (except Institutional Shareholders)

除前轮机构投资人以外的现有股东的股权转让

Subject to the fulfilment of the Conditions Precedent for Closing as set forth in Section 4.2 of this Agreement and subject to the price adjustment as set forth in Section 3.1 of this Agreement, the Existing Shareholders (except Institutional Shareholders) agree to transfer, and SES agrees to receive, such shareholders’ aggregate [***] of Equity in the Company, corresponding to the Company’s subscribed registered capital of [***] and paid-up registered capital of [***], for a consideration not exceeding [***] in cash or shares in the Transferee or its designated Affiliate (at the Transferee’s discretion). Among them, the corresponding proportion of Equity purchased by SES from each of the Existing Shareholders (except Institutional Shareholders) is shown in Schedule 2.

在满足本协议第4.2条约定的交割先决条件的情况并受本协议第3.1条约定的价格调整的约束下，现有股东(除机构投资人)同意按照本协议约定的条款和条件出让，且SES同意按照本协议约定的条款和条件，以不超过 [***] 的现金或受让方或其指定关联公司的股份（由受让方决定）为对价受让现有持有的公司合计[***]的股权，对应公司认缴注册资本[***]，实缴注册资本[***]。其中，SES向各现有股东(除机构投资人)购买股权相应比例如附件2所示。

2.2.4.

Subscription

认购

The Parties agree that, subject to the fulfilment of the Conditions Precedent for Closing as set out in Section 4.2 of this Agreement, concurrent with the transactions contemplated under Sections 2.2.1 to 2.2.3 (both inclusive), SES shall subscribe for the new registered capital of the Target Company in accordance with this Section 2.2.4, and that the Existing Shareholders and the Target Company shall recognize and agree with such valuation. In respect of this Subscription under this Agreement, SES shall subscribe for [***] of the new registered capital of the Target Company at a price of RMB 90,000,000 (approximately USD 12,500,000, the final price is in RMB) in cash. Of the above subscription amount, [***] shall be used to subscribe for the new registered capital and the remaining [***] shall be credited to the capital surplus of the Company. Upon completion of the Subscription by SES under this Agreement, the registered capital of the Target Company will be increased from [***] to [***], and SES will own 100% of the total share capital of the Target Company after this Subscription. The share capital structure of the Company after the completion of the Subscription as set out in this Section 2.2.4 is shown in Schedule 2.

Unless otherwise agreed by SES in writing, the aforesaid subscription monies can only be used for the main business and daily operation of the Target Company and the repayment of Zhen Bao’s loan as set forth in Schedule 7, and shall not be used for the purchase of shares, corporate bonds and/or other marketable securities of listed companies, nor for dividends, repurchase of the Company’s equity interest or for any other purposes.

各方同意，在满足本协议第4.2条约定的交割先决条件以及与第2.2.1至2.2.3条（含）项下拟进行的交易同时进行的情况下，SES按照本第2.2.4条的约定认购目标公司新增的注册资本，现有股东及目标公司对该投资估值基础予以认可。就本协议项下之本次认购，由SES以现金9000万元的价格(相当于约1250万美元，最终价格以人民币为准）认购目标公司本次新增注册资本[***]。上述认购款中，[***]用于认缴新增注册资本，其余[***]计入公司资本公积。本协议项下SES认购完成后，目标公司注册资本由[***]增加至[***],SES将占本次认购后目标公司总股本的100%。本第2.2.4条约定的本次股权认购完成后，公司股本结构如附件2所示。

除非经SES的书面同意，上述认购款只能用于目标公司的主营业务和日常运营及用于向鲍震归还本协议附件7所涉债务，不得用于购买上市公司股票、企业债券和/或其他有价证券，也不得用于分红、回购公司的股权或其他用途。

2.3.	Subject to the terms and conditions of this Agreement, upon Closing, the Existing Shareholders shall transfer to the Transferee, and the Transferee shall acquire the Equity, free from any lien, pledge or any kind of encumbrances.

根据本协议的条款和条件，在交割完成时，现有股东应向受让方转让而受让方应取得股权，且该股权不含任何留置权、质押或任何种类的负担。

2.4.

The Parties agree that, starting from the Closing Date, the Transferee will assume all the rights and obligations as the sole shareholder of the Company under the New Articles and/or Applicable Laws, including without limitation the right to receive dividends, and the obligation to the Company to the extent of the capital contributions it has made.

各方同意，自交割日起，受让方将成为公司的唯一股东，并就公司全部股权承担新章程项下和/或适用法律下的所有权利和义务，包括但不限于享受分红的权利，以及以出资额为限对公司承担义务。

2.5.

ZXD hereby warrants that (a) no circumstances has existed that would trigger its repurchase rights under the Supplemental Agreement to the Capital Increase Agreement dated May 6, 2022 (the “Supplemental Agreement to the Series A Capital Increase Agreement”) entered into by the Target Company, Xiaofei Xu, Zhen Bao, Yuze Venture Capital, Changjiu Lin, Shenzhen Yupeng Boyuan Venture Consulting Partnership (Limited Partnership) (“Yupeng Boyuan”), Shenzhen Yuyuan Consulting Partnership(Limited Partnership) (“Yuyuan Consulting”), Shenzhen Yupeng Venture Consulting Partnership (Limited Partnership) (“Yupeng Consulting”), and Shenzhen Boyuan Consulting Partnership (Limited Partnership) (“Boyuan Consulting”), (b) to the extent that ZXD is aware, there has not been any breaches by any of the Target Company, the Founders, and the Key Employees of the Company of the Series A financing transaction documents. The Parties hereby confirm that after the Transferee pays ZXD in accordance with Section 3.2.1 and upon ZXD’s receipt of such payment, ZXD shall no longer enjoy any shareholder rights, shall waive all claims against the

Target Company, the Transferee and their respective affiliates, including but not limited to its repurchase right under the Supplementary Agreement to the Series A Capital Increase Agreement, and shall no longer have the right to assert any rights or liability for breach of contract (if any) against the Target Company or the Founders.

中小担确认，(a) 不存在任何触发其在2022年5月6日与目标公司、胥晓飞、鲍震、昱泽创业、林昌救、深圳市昱鹏博渊创业咨询合伙企业（有限合伙）(“昱鹏博渊”)、深圳市昱渊咨询合伙企业（有限合伙）(“昱渊咨询”)、深圳市昱鹏创业咨询合伙企业（有限合伙）(“昱鹏咨询”)以及深圳市博渊咨询合伙企业（有限合伙）(“博渊咨询”)签署的《关于深圳昱泽新能源有限公司之增资扩股协议之补充协议》（“A轮增资协议补充协议”）下的回购权的情形，且(b) 就中小担所知，目标公司、创始人以及公司关键员工不存在违反A轮投资文件的情形。各方一致确认，当受让方依据第3.2.1条向中小担付款且中小担收到后，中小担不再享有任何股东权利并将放弃所有针对公司、受让方及其关联方的权利主张，包括但不限于A轮增资协议补充协议下的回购权，中小担不再有权向目标公司或创始人主张任何权利或违约责任（如有）。

2.6.

Chendao hereby warrants that (a) there has not been any breaches by any of the Target Company and the Transferors of the Target Company of the Investment Agreement dated November 22, 2022, by and among Chendao, the Target Company, ZXD, Xiaofei Xu, Zhen Bao, Yuze Venture Capital, Changjiu Lin, Yupeng Boyuan, Yuyuan Consulting, Yupeng Consulting, and Boyuan Consulting (the “Series A+ Investment Agreement”), and (b) there has not been any breaches by any of the Target Company, the Founders, and the Key Employees of the Company of the Series A and Series A+ financing transaction documents. The Parties hereby confirm that after the Transferee pays Chendao in accordance with Section 3.2.2, Chendao shall no longer enjoy any shareholder rights, shall waive all claims against the Target Company, the Transferee and their respective affiliates, and shall no longer have the right to assert any rights or liability for breach of contract (if any) against the Target Company or the Founders.

晨道确认(a)目标公司以及目标公司转让方不存在违反2022年11月22日晨道、目标公司、中小担、胥晓飞、鲍震、昱泽创业、林昌救、昱鹏博渊、昱渊咨询、昱鹏咨询以及博渊咨询签署的《投资协议》（“A+轮投资协议”）的情形，且(b) 目标公司、创始人以及公司关键员工不存在违反A轮投资文件或A+轮投资文件的情形。各方一致确认，受让方依据第3.2.2条付款后，晨道不再享有任何股东权利并将放弃所有针对公司、受让方及其关联方的权利主张，晨道不再有权向目标公司或创始人主张任何权利或违约责任（如有）。

3.	CONSIDERATION AND PAYMENT SCHEDULE /股权收购价款与付款计划

3.1.	The Equity transfer consideration to be paid by the Transferee to each of the Existing Shareholders for the purchase of the Equity under this Agreement is as shown in Schedule 2, and Transferors (other than the Institutional Investors) are subject to the price adjustments as set out in Schedule 10.

本协议项下受让方为购买股权而需向各现有股东支付的股转对价如附件2所示，并且除前轮机构投资人外的转让方将受附件10规定的价格调整约束。

3.2.	Subject to the terms and conditions of this Agreement (including without limitation completion of the Closing in accordance with this Agreement), the consideration shall be paid in accordance with following schedule:

根据本协议的条款和条件（包括但不限于按本协议的规定完成交割），股权收购价款应按照如下时间表支付：

3.2.1.

Transferee shall, subject to the Closing, within forty (40) Business Days after the Closing Date, pay ZXD the Equity transfer consideration as set forth under Section 2.2.1, in the amount of [***]. Provided that there are no legal restrictions or prohibitions imposed by Applicable Laws and the Governmental Authorities preventing the Transferee from making payments pursuant to this Section 3.2.1, if the Transferee fails to make such payment, the Transferee shall pay ZXD the overdue interest calculated on the overdue amount from the day of default, on a daily basis, at the rate o[***] per annum.

受让方应，受制于交割，在交割日后的四十个工作日内向中小担支付第2.2.1条项下约定的股权转让对价，即[***]。在不存在适用法律及政府机构阻碍受让方依据第3.2.1条付款的前提下，如受让方逾期付款的，受让方应自逾期之日起，以逾期未付金额为基数，按日向中小担支付违约金，违约金年利率为[***]。

3.2.2.

Transferee shall, subject to the Closing, within forty (40) Business Days after the Closing Date, pay Chendao the Equity transfer consideration as set forth under Section 2.2.1, in the amount of [***]. Provided that there are no legal restrictions or prohibitions imposed by Applicable Laws and the Governmental Authorities preventing the Transferee from making payments pursuant to this Section 3.2.2, if the Transferee fails to make such payment, the Transferee shall pay Chendao the overdue interest calculated on the overdue amount from the day of default, on a daily basis, at the rate of [***] per annum.

受让方应，受制于交割，在交割日后的四十个工作日内向晨道支付第2.2.1条项下约定的股权转让对价，即[***]。在不存在适用法律及政府机构阻碍受让方依据第3.2.2条付款的前提下，如受让方逾期付款的，受让方应自逾期之日起，以逾期未付金额为基数，按日向晨道支付违约金，违约金年利率为[***]。

3.2.3.

Pursuant to Sections 2.2.2 and 3.1 and subject to Section 3.5, after the completion of Closing and the completion of the audit of the Target Company’s 2025 financial statements in accordance with US GAAP by February 28, 2026, if the Target Company meets the performance assessment criteria as set forth in Schedule 10, the Transferee shall, within forty (40) Business Days of the Transferee’s verification that such performance assessment criteria has been met, pay Xiaofei Xu the corresponding Equity transfer consideration, i.e., [***] (“Consideration for Xiaofei Xu Equity Transfer”) in full. If the Target Company fails to meet the performance assessment criteria as agreed in Schedule 10, the amount of Consideration for Xiaofei Xu Equity Transfer shall be correspondingly reduced in accordance with the reduction mechanism set forth in Schedule 10.

在交割日后且目标公司在2026年2月28日按照美国会计准则完成2025年财务报表的审计后四十个工作日内，根据第2.2.2条项下约定和第3.1条约定并且受制于第3.5条的约定，如果目标公司达到附件10约定的业绩考核标准，受让方则应向胥晓飞支付相应的股权转让对价，即[***]（“胥晓飞基础股转对价”）；如果目标公司未达到附件10约定的业绩考核标准，受让方应向胥晓飞支付的股权转让对价应在胥晓飞基础股转对价的基础上按照附件10的约定做相应扣减。

3.2.4.

Pursuant to Sections 2.2.3 and 3.1 and subject to Section 3.5, after the completion of Closing and the completion of the audit of the Target Company’s 2026 financial statements in accordance with US GAAP by February 28, 2027, if the Target Company meets the performance assessment criteria agreed in Schedule 10, the Transferee shall, within forty (40) Business Days of the Transferee’s verification that such performance assessment criteria has been met, pay Xiaofei Xu, Yuze Venture, Yuyuan Consulting, Yupeng Consulting and the Angel Investor the corresponding Equity transfer consideration as set forth in Schedule 2 (“Consideration for Remaining Shareholders Equity Transfer”) in full. If the Target Company fails to meet the performance assessment criteria as agreed in Schedule 10 or exceeds such performance assessment criteria, the amount of Consideration for Remaining Shareholders Equity Transfer shall be correspondingly adjusted in accordance with the adjustment mechanism set forth in Schedule 10.

在交割日后且目标公司在2027年2月28日按照美国会计准则完成2026年财务报表的审计后四十个工作日内，根据第2.2.3条项下约定和第3.1条约定并且受制于第3.5条的约定，如果目标公司达到附件10约定的业绩考核标准，受让方则应向胥晓飞、昱泽创业、昱鹏咨询和天使投资人按照附件2所示支付相应的股权转让对价（“剩余股东基础股转对价”）；如果目标公司未达到附件10约定的业绩考核标准或超过其标准，受让方应向上述各股东支付的股权转让对价应在剩余股东基础股转对价的基础上按照附件10的约定做相应调整。

3.2.5.

Transferee shall, subject to Closing, within forty (40) Business Days after SES obtains the approval from the commercial bank delegated by the State Administration of Foreign Exchange (SAFE) for the conversion of the registered capital of SES for the purpose of paying the consideration for the Subscription, pay RMB 90,000,000 to the Target Company as consideration for the Subscription as set forth in Section 2.2.4.

受制于交割，在自国家外汇管理局下放审批权限的商业银行处取得关于SES为支付股权认购款之目的将其注册资本结汇的批准后的四十个工作日内，受让方应当按照第2.2.4条约定的股权认购金额，向目标公司支付股权认购款，即人民币9000万元（大写玖仟万元整）。

3.2.6.

Notwithstanding anything to the contrary contained herein or elsewhere, if the Transferee fails or is unable to pay the Consideration for Xiaofei Xu Equity Transfer in accordance with Section 3.2.3 or the Consideration for Remaining

Shareholders Equity Transfer in accordance with Section 3.2.4 either due to regulatory reason or otherwise, the relevant Existing Shareholders and the Transferee shall use commercially reasonable efforts to discuss in good faith with a goal to agree on the revised payment method (including payment through share transfer) and schedule.

不论本协议内外是否有相反规定，如果受让方未或未能按照第3.2.3条支付胥晓飞基础股转对价或按照第3.2.4条支付剩余股东基础股转对价（不论是否由于监管原因），相关现有股东和受让方应当尽合理商业努力磋商，以就新的支付方法（包括通过股份转让的形式）和时间表达成合意。

3.3.	The bank accounts used by the Existing Shareholders to receive payments under this Agreement is shown in Schedule 11.

现有股东用于收取本协议项下款项的银行账户如附件11所示。

3.4.	The Parties hereto acknowledge and agree that, before receipt of any payment from Transferee under this Agreement, Existing Shareholders shall provide Transferee with legal and valid receipt acceptable to PRC tax authorities and in compliance with all Applicable Laws (if required).

各方特此确认并同意，在收到本协议项下任何款项之前，现有股东应向受让方提供中国税务机关可接受的且符合适用法律要求的收据（如需）。

3.5.

[***]

3.6.

[***]

3.7.

If, due to any Change in Law, the Transferee is unable to make a payment as specified in 3.2.3 and 3.2.4without violating Applicable Laws, the Parties agree that such amounts due will be held in abeyance until such time that the Transferee is legally allowed to make the required payment without violating any Applicable Laws, and shall not be considered a default or other terminating condition.

如果由于法律变更，受让方无法在不违反适用法律的情况下按照第3.2.3条或第3.2.4 条（视情况而定）规定进行支付，则各方同意该应付款项将暂时搁置，直到受让方在不违反任何适用法律的情况下能够依法进行所需支付，并且不应视为违约或其他终止条件。

4.	CLOSING/交割

4.1.Closing Date/交割日

The Closing shall be completed in accordance with this Section 4 of this Agreement. The Closing Date shall be the date the Company obtains the new business license reflecting completion of this Equity Transfer and the Subscription.

交割应根据本协议第4条进行。交割日应为目标公司依据本协议完成本次认购和本次股权转让对应的工商变更登记之日。

4.2.Conditions Precedent for Closing/交割的先决条件:

4.2.1.

Unless otherwise agreed by the Parties in writing, Closing is conditional upon all the Conditions Precedent being satisfied (which includes, for the purposes of this Section, such satisfaction being evidenced in accordance with Schedule 3) or, if possible to waive, waived by a Party (if applicable) on or before the Longstop Date. If Condition 20 of the Conditions Precedent in Schedule 3 is not completed by the Longstop Date, the Longstop Date shall be automatically extended to the date on which Condition 20 of the Conditions Precedent is completed.

除非各方另有书面约定，交割应以所有先决条件在最终截止日之前被满足（就本款而言，包括先决条件按照附件3被证明满足）或被一方放弃（如果可放弃）为前提。若附件3第20项所列的先决条件未在最终截止日前完成的，则最终截止日自动延长至该等先决条件完成之日。

4.2.2.

A Party having the right to waive a Condition Precedent (as set out in the table in Schedule 3) may, by written notice to the other Party, waive such Condition Precedent in whole or in part at any time on or before the Longstop Date.

有权放弃先决条件的一方（按附件3表格中所列）可经向另一方发出书面通知后，在最终截止日或之前的任何时候，全部或部分放弃任何先决条件。

4.2.3.

If one or more of the Conditions Precedent remain unsatisfied on the Longstop Date and has not been waived by such Party having the right to waive (as set out in the table in Schedule 3) on or before that date, the Parties shall not be bound to proceed with the Transfer, and this Agreement shall be terminated and cease to be of any effect, except Sections 1 (Interpretation), 11 (Confidentiality), 12 (Costs), 13 (General), 14 (Notices) and 15 (Governing Law and Settlement of Disputes) which shall remain in force.

如果在最终截止日，任何一项或多项先决条件未被满足，且未被有权放弃先决条件一方（按附件3表格所列）放弃的，则各方没有义务继续推进本次投资中未交割的部分，已交割且完成款项支付义务的部分不受影响，本协议将被终止且不再有效，但第1条（定义与解释）、第11条（保密）、第12条（费用）、第13条（一般规定）、第14条（通知）和第15条（适用法律和争议解决）应继续有效。

4.2.4.

If the Conditions Precedent have not been fulfilled prior to the date of this Agreement, the Parties shall use all reasonable endeavors to ensure that the Conditions Precedent are fulfilled as soon as possible after the date of this Agreement pursuant to the terms and conditions of this Agreement. Such reasonable endeavors shall include that the Parties, as promptly as practicable, take all steps reasonably necessary or desirable (including making filings and notifications) to obtain all consents, approvals or actions of any Governmental Authorities or third parties, including the banks, which are required in order to complete the Transfer including those required to satisfy the relevant Conditions Precedent.

如果先决条件未在本协议签署之日以前被满足，本协议签署之后，各方应立即尽一切合理努力确保先决条件以本协议约定的方式获得满足。上述合理努力包括，各方尽快采取一切合理必要或应有的措施（包括办理申请和通知相关方），以取得完成本次股权转让所需的政府机构或第三方，包括银行的同意、批准或举措，其中包括为满足相关先决条件所需的同意、批准或举措。

4.2.5.

Each Party shall notify the other Party in writing of the satisfaction of each of the Conditions Precedent (or any part thereof) for which it is responsible (as set out in the column headed “Responsible Party” in the table in Schedule 3) as soon as possible after such Condition Precedent (or part thereof) has been satisfied, and in any event within five (5) Business Days from such satisfaction.

任何一方应在由其负责的（按附件3表格中的“责任方”一列为准）每一项先决条件（或其部分）被满足之后，尽快以书面形式将其告知另一方，但最迟不超过该等先决条件被满足后的5个工作日。

4.2.6.

Each Party shall notify the other Party in writing as soon as is reasonably practicable, but in any case no later than 5 Business Days after becoming aware of any fact or circumstance which would or which may prevent or delay the satisfaction of any Condition Precedent (or part thereof) of which it is responsible (as set out in the column headed “Responsible Party” in the table in Schedule 3).

如有任何可能阻碍或推迟任何由其负责的（按附件3表格中的“责任方”一列为准）先决条件（或其部分）被满足的事实或情况，任何一方应在合理可行的范围内尽快以书面形式通知另一方，但最迟不超过在知悉该等事实或情况后的5个工作日。

4.2.7.

When all Conditions Precedent have been either satisfied or waived in accordance with this Agreement, the Party who is responsible for such Condition Precedent (as set out in the column headed “Responsible Party” in the table in Schedule 3) will send written confirmation of the satisfaction of all Conditions Precedent to the other Party within two (2) Business Days upon its awareness of the last of the Conditions Precedent has been satisfied or waived. The date on which the Transferee confirms in writing that all Conditions Precedent are satisfied or waived is referred to as “CP Completion Date”. If all the Conditions Precedent are satisfied or waived, but Transferee does not send the written confirmation according to the agreed schedule, it will be deemed that the CP Completion Date arrives on the same day that all the Conditions Precedent are satisfied or waived. For greater certainty, the CP Completion Date may occur prior to the date of this Agreement.

当所有先决条件均已根据本协议被满足或放弃时，负责该先决条件的一方（按附件3表格中的“责任方”一列为准）将在其知道最后一项先决条件被满足或放弃之日起的两（2）个工作日内向对方发出书面确认函，确认先决条件均已满足。受让方发送所有先决条件已被满足或放弃的该等书面确认函之日为“先决条件满足日”，如所有先决条件已被满足或放弃时，受让方未按期发送书面确认函的，则视为“先决条件满足日”已达到。更为明确地说，先决条件满足日可能发生在本协议签署之日以前。

4.3.	Closing Obligations

交割义务

The Parties shall each observe and perform all of the following obligations (the “Closing Obligations”) to complete the Closing:

各方应各自遵守和履行以下所有义务（“交割义务”）并完成交割：

4.3.1.

within five (5) Business Days after the later of the CP Completion Date or the date of this Agreement or at such other time as may be agreed by the Parties in writing, the Parties shall sign the Simplified Equity Transfer Agreement and/or the capital increase agreement, if required for the registration or procedure under Section 4.3.4.

如为办理第4.3.4条的登记或程序所需，先决条件满足日或本协议签署之日（以二者之中较晚一日为准）后五（5）个工作日内或在各方书面同意的其他日期，各方应签署简化版股权转让协议和/或增资协议。

4.3.2.

within five (5) Business Days after the later of the CP Completion Date or the date of this Agreement or at such other time as may be agreed by the Parties in writing, the Company Parties and the Company shall provide to the Transferee the duly signed board resolution and resolution of the shareholders’ meeting of the Company in relation to the Transfer as provided in Schedule 3, and all other documents required for the registration, filing or other procedures in relation to the Transfer, the Transferors shall provide cooperation in accordance with this Agreement.

先决条件满足日或本协议签署之日（以二者之中较晚一日为准）后五（5）个工作日内或在各方书面同意的其他日期，公司方和公司应按附件3所述向受让方提供经正式签署的关于本次股权转让以及本次股权认购事宜的公司董事会决议和股东会决议，以及完成与本次股权转让有关的登记、备案或其他程序所需的全部其他文件，转让方应当依据本协议予以配合。

4.3.3.

within five (5) Business Days after the later of the CP Completion Date or the date of this Agreement, the Transferee and the Company shall appoint persons to cooperate to prepare relevant documents, including New Articles or amendments to the existing articles of association of the Company, and relevant documents for appointing persons nominated by the Transferee as the directors, supervisors and legal representatives of the Company. The Company shall be responsible for the filing with the relevant Governmental Authority. The Parties acknowledge that the initial general manager upon Closing shall remain as Zhen Bao.

先决条件满足日或本协议签署之日（以二者之中较晚一日为准）后五（5）个工作日内，派专人合作准备相关文件，包括新章程或目标公司现有章程的修正案，以及任命受让方提名的人员作为目标公司的负责执行公司事务的董事、监事及法定代表人的相关任职文件。公司将负责向有关政府机关进行申报。各方一致确认，交割后公司的首任总经理仍应为鲍震。

4.3.4.

Regulatory Filing/变更登记

The Parties shall procure the Company to submit the registration, filing or other procedures as listed in relation to the Transfer and the Subscription within five (5) Business Days after the CP Completion Date and shall procure that the Company complete such registration, filing or other procedures as soon as practically possible after the CP Completion Date, and the Transferors and the Transferee shall provide necessary assistance for the completion of the following procedures below:

本次股权转让和本次股权认购变更登记：各方应共同促使目标公司在先决条件满足日后五个工作内提交，并在先决条件满足日后尽快完成，以下与本次股权转让和本次股权认购有关的登记、备案或其他程序，转让方和受让方应为下列程序提供必要的协助：

(a)

Completion of payment of tax of individual shareholders at the competent tax bureau in respect of the relevant Equity transfer and obtaining the tax completion certificates before filing for the change of registration under Section 4.3.4(b);

如转让方为个人股东的，在按照第4.3.4(b)条进行变更登记之前，就本次股权转让在有权主管税务局完成个人股东的税款缴纳，并取得完税证明；

(b)

Change of registration with regard to the Transfer and the Subscription at the Shenzhen Administration for Market Regulation, including the filing of the New Articles, the registration regarding the appointment of new executive director (without board of directors), legal representative and supervisor of the Company. The new executive director, legal representative and supervisor of the Company shall be designated by SES.

就本次股权转让和本次股权认购在深圳市场监督管理局进行变更登记，包括新章程的备案、任命目标公司的执行董事（不设董事会）、法定代表人以及新监事的登记。新的执行董事、法定代表人以及新监事应由SES指定；

(c)

tax registration;

税务登记；

(d)

change of the register of the shareholders;

变更股东名册；

(e)

the authorized signor of the bank accounts of the Target Company and its subsidiaries (as listed in Schedule 1) shall be a person designated by Transferee; and

目标公司及其子公司（下列于附件1）的银行账户的授权签字人应为受让方指定的人；和

(f)

any other registration, filing and procedures as required by the laws and regulations.

法律法规要求的其他任何登记、备案或程序。

4.3.5.

Within fifteen (15) Business Days after the CP Completion Date or at such other time as may be agreed by the Parties in writing, but in any case no later than two (2) Business Days after the Closing Date, the Company Parties shall provide all properties of the Company to the control of Transferee, including：

(a)

Any company chops and other chops, including but not limited to contract chop, finance chop, legal representative signet, designated invoice chop and designated cheque chop;

(b)

Complete company record to the satisfaction of the Transferee, including without limitation all permits, contracts, resolutions and financial books, tax filing records, tax vouchers, tax application documents and relevant tools, archives, contract list and documentation,

(c)

CP Completion Accounts, which is in form and substance satisfactory to the Transferee;

(d)

Original business license and its duplicates;

(e)

U-key and other electronic devices (if applicable) that enable the operation of the Company’s bank accounts;

(f)

At the sole discretion of the Transferee, originals of all the duly executed forms and documents necessary for changing the Target Company’s authorized signatory maintained at the banks with which the Target Company opens its accounts;

(g)

and provide the Transferee full access to the premises of the Company, leaving the Company to the actual management and operation by the Transferee. When conducting the aforesaid handover process, the Parties shall sign a handover list to record and confirm the completion status of Closing and handover.

在先决条件满足日后十五（15）个工作日内或各方书面同意的其他日期，但任何情况下应不晚于交割日后两（2）个工作日内，公司方应向受让方移交对目标公司财产的控制，包括：

(a)

公司公章和其他印章，包括但不限于合同专用章、财务专用章、法定代表人私章、发票专用章和支票专用章;

(b)

令受让方满意的完整公司记录，包括但不限于所有的许可证、合同、决议、财务账簿、报税记录、税收凭证、纳税申报文件和相关工具、合同台账、档案文件

(c)

形式和实质上令受让方满意的先决条件满足日财务报表；

(d)

营业执照原件及副本；

(e)

U盾及其他为运行公司银行账户所有的电子设备（如适用）；

(f)

由受让方自行决定的所有为变更目标公司在开户银行留存的目标公司授权签字人记录而适当签署的表格和文件的原件；

(g)

同时受让方应当被允许进入目标公司场所，公司方应当将目标公司的实际经营管理交接给受让方。办理上述移交时，各方将签署交接清单，以记录和确认交割和移交完成情况。

4.4.

For the avoidance of doubt, the Transferee is not obligated to purchase part or all of the Equity owned by one Transferor separately even if the said Transferor has satisfied or caused to be satisfied the Conditions Precedent in respect of the transfer of the portion of the Equity owned by itself. The Closing will only be completed in respect of 100% of the Equity being transferred to the Transferee.

为避免歧义，受让方没有义务单独购买由一个转让方持有的全部或部分股权，即使该其他转让方已经满足或促成满足了转让其所持有的该部分股权的先决条件。交割只在受让方取得目标公司100%的股权的情况下完成。

5.	PRE-CLOSING COVENANTS /交割前义务

5.1.

The Transferors undertake that during the period from the signing of this Agreement until the Closing Date, the Company Parties shall cause the Company to conduct business only in the ordinary course in the same manner as it was operated prior hereto, provided that such manner is in accordance with Applicable Laws. Without limiting the generality of the foregoing, the Company Parties shall:

自本协议签署直至交割日，公司方应促使目标公司仅按与此前相同的方式从事通常的经营活动，且其经营方式应符合适用法律。在不影响前述一般性规定的前提下，公司方应：

5.1.1.

procure that the Company carries out its business only in the ordinary and usual course and that they do not make or agree to make any payment other than routine payments in the ordinary and usual course of business, and shall not, and procure that the Company does not, create or agree to create any debts, mortgage, lien, pledge, or encumbrances of whatsoever nature in respect of the Equity, the Company or its assets, except where it is reasonably necessary for the performance of obligations under this Agreement;

促使目标公司仅从事通常、一般的经营活动，除通常、一般的经营活动中的常规付款外，不得支付或同意支付任何款项，不得自行并促使目标公司也不得就股权、目标公司或其资产创设或同意创设任何债务、抵押、留置权、质押或任何性质的负担，但为履行本协议下的各项义务之合理所需的情形除外；

5.1.2.

procure that all reasonable steps are taken to preserve and protect the assets of the Company and to preserve and retain the goodwill of the business of the

Company (including the existing relationships with customers and suppliers);

确保采取一切合理措施以保护目标公司的资产，维护其商业信誉（包括与客户和供应商的现有关系）；

5.1.3.

give, and procure that the Transferee and/or any persons authorized by the Transferee will be given, such access to the premises and all books, records and accounts, of the Company as the Transferee may reasonably request and be permitted to take copies of any such books, records and accounts and that the directors and employees of the Company shall be instructed to give promptly all such information and explanations to any such persons as aforesaid as maybe requested by it or them; and

应受让方合理要求，确保受让方及/或受让方授权的人士可以获准进入目标公司的场所，查阅目标公司的所有账簿及报表，允许复制该等账簿及报表，并指示目标公司的董事或员工立即向前述人员提供其所需的所有信息或说明；及

5.1.4.

procure that the Company will not, without the prior written consent of the Transferee or except as provided in this Agreement, undertake any of the matters provided in Schedule 4.

除非经受让方事先书面同意或本协议另有规定，确保目标公司不实施附件4中列举的任何行为。

5.2.

As from the date of this Agreement, the Company Parties shall procure that all existing and potentially material information, notices, contracts, agreements, arrangements and events relating to the Company, or its employees or assets are brought to the attention of the Transferee forthwith upon the Company Parties becoming aware of the same.

从本协议签署之日起，如果公司方得知与目标公司、目标公司员工或资产有关的现有或潜在重要信息、通知、合同、协议、安排和事件，应立即将该等信息、通知和事件提请受让方注意。

6.REPRESENTATIONS, WARRANTIES AND INDEMNITIES /陈述, 保证与赔偿

6.1.

Each of the Company Parties represents, warrants and undertakes to and with the Transferee that each of the Warranties is now and will on the Closing Date be true and accurate, and are only qualified to the extent the Warranties are expressly qualified in Schedule 5. Each of the Institutional Investors and the Angel Investor represents, warrants and undertakes to and with the Transferee in respect of themselves that, each of the Warranties as set out in Sections 2, 17.1 and 17.2 of Schedule 5 (as applied to each of the Institutional Investors and the Angel Investor mutatis mutandis) is now and will on the Closing Date be true and accurate, and are only qualified to the extent such Warranties are expressly qualified in Schedule 5. Each of the Company Parties has provided and disclosed the documents listed in the Disclosure Schedules for the purpose of this Agreement and the Transfer hereunder, and warrant that all such documents and information are complete, true, accurate, and lawful and without being misleading. All disclosure referenced in Schedule 5 shall be made in the Disclosure

Schedule unless otherwise specified.

各公司方向受让方陈述、保证并承诺，各项保证在本协议签署时和交割日均真实准确，且仅在附件5中明确限定的范围内受到限制。各前轮机构投资人和天使投资人就其自身分别向受让方陈述、保证并承诺，并仅确保附件五第2、17.1和17.2条所列的每项保证（根据具体情况适用于各前轮机构投资人和天使投资人）在本协议签署时和交割日均真实准确，且仅在附件5中明确限定的范围内受到限制。各公司方已为本协议及本协议项下的转让目的提供并披露了披露清单中列出的文件，并保证所有此类文件和信息是完整、真实、准确、合法且不具误导性的。除非明确提及在特定文件中披露，附件5中提及的所有披露必须在披露清单作出。

6.2.	The Transferors acknowledge that the Transferee has entered into this Agreement in reliance on upon the Warranties.

转让方承认，对保证的信赖是受让方签署本协议的重要基础。

6.3.	Each of the Warranties shall be separate and independent and, save as expressly provided to the contrary, shall not be limited by reference to or inference from any other Warranty or any other term of this Agreement.

各项保证应彼此分离、相互独立，除非有明确的相反规定，不得通过参照其他保证或本协议的其他条款或通过对之进行推断，对保证加以限制。

6.4.

If any of the Warranties is untrue, inaccurate, misleading or has been breached, or if any of the Transferors breaches any of its obligations, undertakings and covenants hereunder, the Transferors who made such untrue or inaccurate Warranties or breached any obligation, undertaking or covenant shall indemnify and hold the Transferee harmless against any and all claims, losses, damages, expenses and other liabilities suffered or incurred by the Transferee or the Company, including, as incurred, reasonable attorneys’ fees, incurred to or suffered by the Transferee (collectively referred to as “Claims”) arising from such untrue, inaccurate, misleading and breached Warranties or breaches of such obligations, undertakings and covenants.

若任何保证不真实、不准确、具有误导性或被违反，或转让方违反其在本协议项下的任何义务、责任和承诺，作出该等不真实或不准确保证或违反义务、保证或承诺的行为的转让方应赔偿受让方，并使受让方免受任何及所有由该等不真实、不准确、具有误导性或被违反的保证或因违反本协议下的任何义务、责任或承诺导致的对受让方或目标公司造成的索赔、损失、损害、费用和其他责任，包括受让方因此而产生或承担的合理律师费（统称为“索赔”）。

6.4.1.

For the avoidance of doubt and without prejudice to the rights of the Transferee hereunder, in the event that any of the Warranties made on or before the Closing Date is or was untrue, inaccurate or misleading or has or had been breached, the Transferee shall be held harmless and be indemnified by Transferors for such Claims arising therefrom.

为避免疑义，且在不损害受让方在本协议项下权利的情况下，如果存在任一交割日或之前任何保证不真实、不准确或具有误导性，或已经被违反，则受让方应被转让方保障免受由此导致的索赔带来的损失，并应就该索赔获得其赔偿。

6.5.	Each of the Transferors undertakes to promptly notify the Transferee in writing of any Claim or any matter or thing of which it becomes aware before or after the Closing Date which is or may be a breach of or inconsistent with any of the Warranties or other representations.

各转让方承诺，如果得知与其在其对应交割日之前所作的保证或其他陈述相违背或不一致的事项或情形如果在交割日之前或之后得知任何索赔或与其所作的保证或其他陈述相违背或不一致的事项或情形，将立即以书面形式通知受让方。

6.6.

Each of the Transferors hereby agrees to waive any rights which it may have in respect of any misrepresentation or inaccuracy in, or omission from, any information or advice supplied or given by the Company, or its officers, employees or advisers in connection with the giving of the Warranties, provided, however, that the Institutional Investors shall waive such rights only upon receipt of the full consideration for the Equity transfer pursuant to Sections 3.2.1 and 3.2.2.

各转让方在此同意，就目标公司及其管理人员、员工或顾问在其提供或作出的保证中的信息或建议存在错误陈述、错误或疏漏，放弃可能享有的任何权利，但就前轮机构投资人而言，其仅在收到第3.2.1和3.2.2条约定的全部股权转让对价后，放弃该等权利。

6.7.

The Company Parties shall give to the Transferee and its authorized representatives both before and after the Closing Date all such information and documentation relating to the Company as the Transferee shall reasonably requests in writing to enable it to assess the accuracy and due observance of the Warranties by the Transferors.

在交割日的前后，为了判断转让方作出的保证的准确性及其遵守情况，受让方可以书面形式合理要求公司方提供与目标公司相关的信息和资料，公司方应该向受让方及其授权代表提供该等信息和资料。

6.8.	Each of the Company Parties covenants with the Transferee that it will fully indemnify the Transferee, in respect of any liability of the Company to make a payment to any third party in respect of:

公司方承诺将就目标公司因以下原因而被任何第三方索赔而导致的赔偿责任向受让方予以补偿：

6.8.1.

any Tax, which has arisen or may arise wholly or partly:

完全或部分由下列原因产生或可能产生的任何应缴纳而逾期未缴纳的税收：

(a)

in respect of or in consequence of any act, omission or event on the part of the Company and/or the Transferors occurring on or before the Closing Date (including, without limitation, the execution or performance of this Agreement) having regard to Applicable Laws in effect prior to the Closing Date; or

由交割日或之前发生的目标公司和/或转让方的作为、不作为或事件（包括但不限于本协议的签署或履行）依据交割日前有效的适用法律规定引起或与之相关的；或

(b)

in respect of income or profits earned or accrued on or before the Accounts Date.

于财务基准日或之前赚取或增加的收入或利润相关的。

6.8.2.

any employee wages and social welfare payment (including, without limitation, housing provident fund, social insurances and compensations to employees) incurred or accrued prior to the Closing Date, breaches of or non-compliance with Intellectual Property Rights (as defined in Schedule 5), any non-compliance with respect to environmental, health and safety issues or Environmental Laws (as defined in Schedule 5), and any non-compliance with respect to licenses and permits required for the Company to carry out its businesses on or before the Closing Date; or

在交割日或之前发生的或产生的与任何员工薪酬支付和交纳社会保险（包括但不限于住房公积金和社会保险）、对知识产权（定义见附件5）的违反或有关的不合规、与环境、健康和安全问题或环境法律（定义见附件5）有关的任何不合规以及与目标公司开展其业务所需的许可和批准有关的任何不合规；或

6.8.3.

without prejudice to the provisions of Section 6.8.1 and Section 6.8.2, any contractual liability occurring, incurred or accrued on or before the Closing Date.

在不影响本第6.8.1款和第6.8.2款规定的前提下，在交割日或之前发生的或产生的任何合约赔偿责任。

6.9.Without prejudice to any other rights the Transferee may have hereunder, the amounts due and payable by the Transferee to the Company Parties under to Section 3.2 shall be adjusted and reduced by the amount of any loss suffered or incurred by the Transferee or the Company (including but not limited to any reductions in the value of the assets of or any payment required to be made by the Transferee or the Company, and any costs, claims and expenses incurred) as a result of:

在不影响本协议项下受让方所享有的其他权利的前提下，如因下列原因致使受让方或目标公司遭受损失（包括但不限于受让方或目标公司的资产价值的任何减少或受让方或目标公司必须支付的任何款项，以及已发生的任何成本、权利主张和支出），本协议第3.2条项下的应由受让方向公司方支付的金额应按同等金额损失调整和扣减：

6.9.1.

any misrepresentation and/or non-disclosure of material financial information, including but not limited to information and data on fee and tariffs, operating costs, financing, capital structure and tax status and/or any items listed in the financial statements of the Company, as presented or provided by the Transferors to the Transferee on or before the Closing Date;

对重大财务信息的任何错误陈述和/或不披露，包括但不限于转让方向受让方在交割日或之前提交或提供的有关售电价格和补贴、运营成本、融资、资本结构和税务现状和/或目标公司的财务报表中所列的任何项目的信息和数据；

6.9.2.

any liabilities (other than those for which adequate provision or reserve have been provided for in the consolidated financial statements of the Company as of the Accounts Date) relating to contractual warranties given to customers on or before the Closing Date for the products and services of the Company, except for those liabilities incurred by the Company due to its breach after the Closing Date of the above mentioned contractual warranties given to customers;

在交割日或之前就目标公司的产品和服务向客户作出的合约保证方面的任何责任（但不包括在目标公司于财务基准日的合并财务报表中已提供充分准备金的责任），但因目标公司在交割日后违反其向客户作出的上述合约保证而产生的责任除外；

6.9.3.

any breach of Warranties, obligations, undertakings or covenants by any of the Company Parties under this Agreement;

任一公司方违反本协议项下的任何保证、义务、承诺或许诺；

6.9.4.

any loss /liabilities incurred or suffered by the Company, and caused by any past irregularities or non-compliance with Applicable Laws, including Anti-Bribery and Corruption Laws, by the Company or any of its directors, officers, employees, agents or representatives occurring on or before the Closing Date;

因目标公司或其管理人员以往在交割日或之前发生的违反或未遵守适用的法律法规，包括目标公司违反反贿赂或反腐败法律，给目标公司或其任何董事、管理人员、员工、代理或代表造成的或其遭受的任何损失/责任；

6.9.5.

the revocation, suspension, downgrade, non-renewal or adverse change of any material license or permit required for the Company to carry on its business such that it is precluded or prevented or restricted from carrying out its primary business activities for more than sixty (60) days or such that its business has been affected adversely in a material way, in each case caused by past irregularities or non-compliance with Applicable Laws by it or its directors, officers, employees, agents or representatives occurring on or before the Closing Date; or

因目标公司或其任何董事、管理人员、代理或代表以往在交割日或之前发生的违反或未遵守适用的法律法规，造成目标公司从事业务所需的任何重要的许可和批准的撤回、吊销、降级、不予延期或发生不利变更，从而使其主要业务活动受到禁止、阻碍或限制达六十（60）日以上，或其业务受到严重不利影响; 或

6.9.6.

Indemnities provided under Sections 6.4 and 6.8;

根据第6.4条和第6.8条所提供的赔偿。

Each of the Company Parties irrevocably agrees to indemnify the Transferee and any of its Affiliates for any losses, costs, expenses, claims or other legal responsibilities (including but not limited to legal expenses) incurred or suffered by any of them and attributable to the above-mentioned events, and will fully comply with the Transferee’s demands so that the Transferee and/or its Affiliates will obtain full, adequate, timely and effective compensation.

各公司方不可撤销地同意，如果受让方或其关联方由于上述事件而发生或遭受任何损失、费用、开支、权利主张或其他法律责任（包括但不限于法律费用），其将遵守受让方的要求，使受让方和/或其关联方获得全额、充分、及时和有效的赔偿。

6.10.Without prejudice to any other rights the Transferee may have hereunder, the amounts due and payable by the Transferee to the Institutional Investors or the Angel Investor under to Section 3.2 shall be adjusted and reduced by the amount of any loss suffered or incurred by the Transferee or the Company (including but not limited to any reductions in the value of the assets of or any payment required to be made by the Transferee or the Company, and any costs, claims and expenses incurred) by reason of any breach of Warranties, obligations, undertakings or covenants by the Institutional Investors or the Angel Investor under this Agreement.

在不影响本协议项下受让方所享有的其他权利的前提下，如因前轮机构投资人或天使轮投资人违反本协议项下的任何保证、义务、承诺或许诺的原因致使受让方或目标公司遭受损失（包括但不限于受让方或目标公司的资产价值的任何减少或受让方或目标公司必须支付的任何款项，以及已发生的任何成本、权利主张和支出），则本协议第3.2条项下的应由受让方向该等前轮机构投资人或天使轮投资人支付的金额应按同等金额损失调整和扣减。

6.11.

Without prejudice to any rights the Company Parties may have hereunder, each of the Company Parties shall be jointly and severally liable for all Claims, compensation, indemnification and other legal responsibilities under this Agreement.

在不影响受让方在本协议项下的权利的前提下，在本协议项下产生的索赔、补偿、赔偿和其他法律责任，公司方应当向受让方承担连带责任。

6.12.

The Transferee represents, warrants and undertakes to and with each of the other Parties that:

受让方向各其他方作出如下陈述、保证并承诺：

6.11.1．The Transferee has the power to enter into and to exercise its rights and to perform its obligations under this Agreement. The execution and delivery by the Transferee of this Agreement, the performance by the Transferee of its obligations under this Agreement and the consummation by the Transferee of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Transferee.

其有权订立及签署本协议，并行使本协议项下的权利及履行本协议项下的义务。其签署并交付本协议、履行其在本协议下的义务并完成本协议下的交易已通过其所需的必要程序合法授权。

6.11.2 This Agreement has been duly executed and delivered by the Transferee. This Agreement, including the obligations expressed to be assumed by the Transferee under this Agreement, constitute legally valid and binding obligations of the Transferee enforceable against the Transferee in accordance with its terms.

本协议已经受让方合法签署并交付，包括本协议所列的受让方应承担的义务构成对其合法有效并对其具有约束力的义务，且根据本协议的条款可对受让方强制执行。

6.11.3 Neither the execution nor performance of this Agreement by the Transferee will contravene any provision of:（1）the articles of association of the Transferee or any Applicable Laws; or （2）any obligation (contractual or otherwise) which is binding upon it or the Transferee, or upon any of its respective assets.

受让方签署或履行本协议均不违反：（1）其章程或任何适用法律；或（2）对其资产有约束力的任何义务（合同义务或其他义务）。

6.11.4 All of the Transferee’s relevant funds used to perform its obligations hereunder are from legitimate sources.

受让方用于履行本协议项下义务的所有相关资金来源合法。

7.POST CLOSING OBLIGATIONS/交割后义务

7.1.After the Closing Date, the Company Parties shall remain responsible to perform the post-closing obligations set forth in Schedule 12 (“Post-closing Obligations”).

在交割日之后，公司方仍应履行附件12以下义务（“交割后义务”）。

8.PRE-CLOSING RESTRUCTURING /交割前重组

8.1.	Prior to the Closing, the Company Parties shall conduct the transfer the equity interests in the Company pursuant to the Restructuring Plan in Schedule 15.

在交割前，公司方应根据附件15中的重组计划进行公司股权的转让。

9.EFFECTIVENESS/生效

9.1.This Agreement shall become effective upon execution by the legal or authorized representatives of the Parties.

本协议应于各方法定或授权代表签署时生效。

9.2.If a Simplified Equity Transfer Agreement is signed by the Parties after the execution of this Agreement in accordance with Section 4.3.1, the Parties hereby agree that the Simplified Equity Transfer Agreement is made only for the purpose of registration of the Transfer. If any discrepancy between this Agreement and the Simplified Equity Transfer Agreement (including that any provision of this Agreement is not included in the Simplified Equity Transfer Agreement) exists, this Agreement shall prevail.

在本协议签署后，如各方根据第4.3.1条签署了一份简化版股权转让协议，各方同意该等简化版股权转让协议仅为办理目标股权工商变更登记之目的。如本协议与简化版股权转让协议存在不一致（包括本协议的条款未在简化版股权转让协议中规定的情形），应以本协议为准。

10.TERMINATION/终止

10.1.Mutual Termination

共同终止

Without prejudice to any rights and obligations of the Parties hereunder, this Agreement may be terminated at any time by mutual consent of the Parties hereto, provided that such consent to terminate is in writing and is signed by each of the parties hereto.

在不损害各方在本协议项下的任何权利和义务的情况下，本协议可在任何时候经各方同意终止，前提是该等终止同意以书面形式作出，并由本协议各方签字。

10.2.If before the Closing Date:

如果在交割日之前：

10.2.1.

the Long Stop Date has occurred;

最终截止日已经发生；

10.2.2.

any of the Warranties was or has since become, untrue or misleading or has been breached in any respect; or

转让方作出的任何保证在存在不实、有误导性或任何严重违反的情形；或

10.2.3.

any or all of the Transferors is in breach of any term of this Agreement (including, without limitation, any breach of the pre-closing covenants in Section 4) and fails to rectify within reasonable period of time; or

任一或所有转让方违反本协议的任何条款（包括但不限于违反第4条规定的交割前义务）且未能在合理期限内予以纠正；或

10.2.4.

any event occurs which the Transferee reasonably believes would have, or be likely to result in, a Material Adverse Change,

本协议签署后发生重大不利变更的事件，

the Transferee shall be entitled to terminate this Agreement by giving written notice to the Transferors without liability to the Transferee. Upon termination by the Transferee in accordance with this Section, this Agreement shall cease to be of any effect, except Sections 1 (Interpretation), 11 (Confidentiality), 12(Costs), 13(General), 14 (Notices) and 15(Governing Law and Settlement of Disputes) which shall remain in force and save in respect of claims arising out of any antecedent breach of this Agreement.

受让方有权经书面通知转让方后终止本协议，且无需对转让方承担任何责任，已交割且完成款项支付义务的部分不受影响，除届时各方另有约定外，本协议各方应本着公平、合理、诚实信用的原则尽量恢复到本协议签订时的状态。受让方依据本条规定终止本协议后，本协议不再有效，但是不影响因转让方先前违反本协议而产生的权利主张，且第1条（定义与解释）、第11条（保密）、第12条（费用）、第13条（一般规定）、第14条（通知）以及第15条（适用法律与争议解决）继续有效。

10.3.If, after the Closing Date, the Transferee fails to make payment to the Institutional Investors in accordance with Sections 3.2.1 and 3.2.2, except where the failure to receive payment is due to the Institutional Investors’ own fault, and such delay exceeds 60 days, each Institutional Investor shall have the right to terminate the Equity transfer between itself and the Transferee. From the date of written notice by the relevant Institutional Investor, the relevant terms regarding the Equity transfer between it and the other parties shall automatically terminate, without affecting the continued performance of this Agreement by the other Parties. The Institutional Investors shall have the right to request the return of any Equity that was registered under the Transferee’s name but not paid for. Additionally, the Institutional Investors shall retain the right to continue exercising rights in accordance with the Series A or Series A+ investment documents (including but not limited to voting rights, repurchase rights, liquidation preference, anti-dilution rights, preemptive rights, rights of first refusal, tag-along rights, information rights, inspection rights, etc.).

如果在交割日之后，除因前轮机构投资人自身过错无法收款的原因外，受让方未按照第3.2.1 和3.2.2条约定向前轮机构投资人付款，且逾期付款超过60天的，该前轮机构投资人有权解除其自身与受让方之间的股权转让，自该前轮机构投资人书面通知之日起，其与其他方之间就股权转让事项相关条款自动终止，但不影响其他各方继续履行本协议。该前轮机构投资人有权要求将受让方未付款但已登记给受让方的股权予以返还。该前轮机构投资人还有权继续按照A轮投资文件或A+轮投资文件的约定行使权利（包括但不限于表决权、回购权、优先清算权、反稀释权、优先认购权、优先购买权、跟随出售权、信息权、检查权等）。

10.4.The Company Parties shall be jointly and severally liable for the Company’s obligations under this Agreement. For the avoidance of doubt, the rights and obligations of each Institutional Investor and Changjiu Lin under this Agreement are independent of those of the other Parties. Changjiu Lin and Institutional Investor shall not bear any joint and several liability toward each other under this Agreement, nor shall they bear any joint and several liability for any other Transferor.

公司方对公司在本协议项下的义务承担连带责任。为免疑义，各前轮机构投资人、林昌救在本协议项下与其他各方的权利义务相互独立，林昌救及任一前轮机构投资人在本协议项下相互不承担连带责任，亦不对其他转让方承担任何连带责任。

11.	CONFIDENTIALITY/保密

11.1.

Subject to the exceptions provided in Section 11.2, each Party shall not, at any time, whether before or after the Closing Date, without the written consent of the other Party (which consent shall not be unreasonably withheld), divulge or permit its officers, employees, agents, advisers or contractors to divulge to any person (other than to any respective officers or employees or Affiliates of a Party or a person to whom, in each case, disclosure of information is permitted by this Agreement and who require the same to enable them to properly carry out their duties) the existence or the contents of this

Agreement.

除第11.2条规定的不适用情况外，在交割日之前或之后的任何时候，未经另一方书面同意（该等同意不得被无理拒绝），一方不得向任何人（本协议允许向其披露信息的该方管理人员、员工、关联方或因履行职责需要相关信息的相关人士除外）泄露或允许其管理人员、员工、代理人、顾问或承包商泄露本协议的存在或其内容。

11.2.

The restrictions imposed by Section 11.1 shall not apply to the disclosure of any information by a Party (the “Disclosing Party”):

在下列情况下，第11.1款的限制不适用于一方（ “信息披露方” ）披露的以下任何信息：

11.2.1.

which now or hereafter comes into the public domain otherwise than as a result of a breach of such undertaking of confidentiality;

现在或此后，在未违反保密义务的情况下进入公共领域的信息；

11.2.2.

which a Party reasonably believes is required by law or by any government department (including the United States Securities and Exchange Commission), stock exchange (including the New York Stock Exchange) or other regulatory body having jurisdiction over the Disclosing Party;

信息披露方合理相信该信息按照法律、政府部门（包括美国证券交易委员会）、证券交易所(包括纽约证券交易所)或对信息披露方有管辖权的其他监管机构；

11.2.3.

to a court, arbitrator or administrative tribunal in the course of proceedings before it to which the Disclosing Party is a party in a case where such disclosure is required by such proceedings; or

在诉讼过程中，信息披露方作为一方当事人因诉讼需要向法庭、仲裁员或行政机构披露的相关信息；或

11.2.4.

to any professional advisers to the Disclosing Party who are bound to the Disclosing Party by a duty of confidence which applies to any information disclosed.

信息披露方向其专业顾问披露的信息，且该顾问对信息披露方所披露的信息负有保密义务。

12.COSTS/费用

12.1.Each Party shall pay its own costs of and incidental to this Agreement and the Transfer hereby agreed to be made (including, without limitation, stamp duty); provided that if this Agreement is terminated due to a default by a Party, the defaulting Party shall indemnify the other Party against expenses and costs incurred by the other Party in the preparation, negotiation and implementation of this Agreement. Without prejudice to the generality of the foregoing, each Party undertakes to pay its own taxes in relation to this Agreement and the Transfer hereunder (including, without limitation, ordinary income tax and capital gain tax to be paid by the Transferors) and shall indemnify the other Party in full in connection with any losses or liabilities suffered by the other Party in respect thereof.

Notwithstanding anything to the contrary contained herein or elsewhere, the Transferee shall be entitled to designate any of its Affiliates to acquire the Equity and subscribe for the new registered capital in accordance with Section 2.

各方应自行承担本协议及其项下股权转让的费用及附随费用（包括但不限于印花税）；但是，如果本协议因一方违约而终止，违约方应赔偿非违约方因本协议的起草、谈判及履行而产生的成本和费用。在不影响前述规定的普适性的前提下，各方承诺支付其各自与本协议及本协议项下股权转让相关的税款（包括但不限于由转让方支付的企业所得税和资本利得税包括但不限于由转让方支付的企业所得税和资本利得税），并且应就另一方对此遭受的任何损失或责任向另一方作出全额赔偿。不论本协议内外有任何相反约定，受让方有权指定其任何关联方按照本协议第2条受让股权转让并认购新增注册资本。

12.2.The fees and costs relating to the Transfer incurred during the approval and registration process of the Transfer, such as those payable to the market regulation administration or other competent authorities in connection with the Closing, shall be borne by the Company.

股权转让过程中产生的与审批和登记相关的费用，例如就交割应向市场监督管理局和其他有权机关支付的费用，应由目标公司承担。

12.3.Each of the Transferors confirms and undertakes to the Transferee that no expense of whatever nature relating to the Transfer payable by the Transferor has been or shall be borne by the Company.

各转让方向受让方确认并保证，与股权转让相关的应当由转让方承担的任何性质的费用，从未且不会由目标公司承担。

13.GENERAL/一般规定

13.1.This Agreement (together with any documents referred to herein or executed contemporaneously by the Parties in connection herewith) constitutes the whole agreement between the Parties and supersedes any previous agreements or arrangements between them relating to the subject matter hereof; it is expressly declared that no variations hereof shall be effective unless made in writing signed by duly authorized representatives of the Parties.

本协议（以及本协议提到或由各方同时签署的与本协议有关的任何文件）构成各方达成的完整协议，并取代各方此前就标的事项达成的任何协议或安排；各方在此声明，除非各方正式授权代表以书面形式签署文件对本协议进行修改，否则本协议的任何变更均为无效。

13.2.All of the provisions of this Agreement shall remain in full force and effect after the Closing Date.

在交割日之后，本协议的所有条款仍应完全具有法律效力。

13.3.No rights or obligations under this Agreement may be assigned, transferred or otherwise disposed of in whole or in part by a Party without prior written permission of the other Party, except that the Transferee (and its successors and assigns) may, without the consent of the other Parties, assign the benefit of all or any of its rights under this Agreement. Such successors and assignees shall sign a supplementary agreement, in which they shall make a statement that they agree to be a party of this Agreement and be bound by it.

This Agreement shall be binding on and shall inure for the benefit of the Parties and their permitted successors and assignees.

未经对方事先书面允许，任何一方不得让与、转让或以其他方式处置本协议项下的全部或部分权利或义务；但受让方（及其继承人和受让人）可不经其他方同意，转让其在本协议项下的全部或部分权利。该等权利受让方应当签署加入协议，声明其同意加入本协议并受本协议条款和条件的约束。本协议对各方及其允许的承继人和受让人均具有约束力，且对前述各方有利。

13.4.If any provision or part of a provision of this Agreement shall be, or be found by any authority or court of competent jurisdiction to be, invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions or parts of such provisions of this Agreement, all of which shall remain in full force and effect.

如果本协议的任何条款或其任何部分无效或不能执行，或被任何有管辖权的机构或法院认定为无效或不能执行，该等无效或不能执行不应影响本协议其他条款或该等条款的其他部分的效力，其他条款或该等条款的其他部分仍应具有完全的法律效力。

13.5.No failure of a Party to exercise, and no delay or forbearance in exercising, any right or remedy in respect of any provision of this Agreement shall operate as a waiver of such right or remedy.

一方未行使或迟延行使本协议任何条款项下的权利或救济权，不应构成对该等权利或救济权的放弃。

13.6.This Agreement may be executed in one or more counterparts, and by the Parties on separate counterparts, but shall not be effective until each Party has executed at least one counterpart and each such counterpart shall constitute an original of this Agreement but all the counterparts shall together constitute one and the same instrument.

本协议可由各方签署一份或分别在对签本上签署多份副本，但只有在各方签署至少一份对签本时方能生效，且每一该对签本应构成本协议的一份正本，但所有对签本应共同构成同一份文件。

13.7.This Agreement is executed in both English and Chinese. If any discrepancy exists between the English and Chinese version, the Chinese version shall prevail. This Agreement is executed in eleven (11) originals for each language version. Each Party shall have one (1) original for each language version, and the Company shall have a total of two (2) originals per language version.

本协议用英文和中文签署。若英文版本和中文版本存在不一致，以中文版本为准。本协议的中英文本各签署十一（11）份原件。本协议的各方各持有一（1）份中文和英文原件，目标公司共持有两（2）份中文和英文原件。

13.8.The recitals and schedules of this Agreement shall be deemed an integral and inseparable part of this Agreement. Any reference to “this Agreement” shall be

understood to include the schedules.

本协议的序言及附件应视为本协议不可分割且不可分离的一部分。凡提及“本协议”，均应理解为包括其附件。

13.9.The Company Parties shall ensure the Company perform all its agreements, covenants and obligations prior to the Closing in accordance with this Agreement and shall be severally and jointly liable for any failure thereto.

公司方应当确保公司按照本协议的约定履行交割前义务并对公司未能履行承担连带责任。

14.NOTICES/通知

14.1.Any notice required to be given by any Party to the other shall be written in both Chinese and English and shall be served by hand delivery or by prepaid registered letter sent through the post (airmail if to an overseas address) or by facsimile transmission to its address or fax number set out in Schedule 13 or such other address or fax number as may from time to time be notified in writing for this purpose.

任何本协议要求的一方向另一方发出的任何通知均应以中英文书写，并以专人递送、邮资预付的挂号信邮寄（如发送到国外地址，应使用航空信）发送到附件13的地址，或一方不时以书面形式通知另一方的其他地址。

14.2.Any notice served by hand shall be deemed to have been served on delivery, any notice served by facsimile transmission shall be deemed to have been served when sent and any notice served by prepaid registered letter shall be deemed to have been served forty-eight (48) hours (seventy-two (72) hours in the case of a letter sent by airmail to an address in another country) after the time it was posted and in proving service it shall be sufficient (in the case of service by hand and prepaid registered letter) to prove that the notice was properly addressed and delivered or posted, as the case may be, and in the case of service by facsimile transmission to prove that the transmission was confirmed as sent by the originating machine.

以专人递送发送的任何通知在递交时应视为送达，以邮资预付的挂号信发送的通知在邮寄后四十八（48）小时（如以航空信寄到国外地址，则为七十二（72）小时）应视为送达。以专人递送和邮资预付的挂号信送达时，如能证明已正确写明信件抬头并递交或邮寄（视情况而定），即为已送达的充分证明。

15.GOVERNING LAW AND SETTLEMENT OF DISPUTES/适用法律和争议解决

15.1.This Agreement shall be governed by and construed in accordance with the laws of the PRC.

本协议适用中国法律，并依据中国法律进行解释，不适用法律冲突规范。

15.2.Any dispute, controversy or claim arising out of or relating to this Agreement, including without limitation to the validity, invalidity, breach or termination thereof, if cannot be settled amicably among the Parties, shall be submitted to China International Economic and Trade Arbitration Commission (CIETAC) for arbitration, which shall be conducted in accordance with the CIETAC’s arbitration rules in effect at the time of applying for arbitration by three arbitrators with each Party appointing one arbitrator and the presiding arbitrator being appointed by CIETAC.

The arbitral award is final and binding upon the Parties. The arbitration venue shall be Shanghai, China, and the language thereof shall be Mandarin. For the purpose of appointing arbitrator hereunder, if both Transferors are parties of the arbitration proceeding, they shall be treated as one party and jointly appoint one arbitrator.

因本合同引起的或与本合同有关的任何争议，包括但不限于有关协议的有效、无效、违约或终止，如果各方不能友好协商解决，均应提交中国国际经济贸易仲裁委员会（“贸仲”），按照申请仲裁时该会现行有效的仲裁规则进行仲裁。仲裁庭应由三名仲裁员组成，其中各方各指定一名仲裁员，首席仲裁员由贸仲指定。仲裁裁决是终局的，对各方均有约束力。仲裁地为中国上海，仲裁语言为中文。就指定仲裁员，如果两个转让方都参加仲裁程序，他们应该视为一方，应共同指定一名仲裁员。

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IN WITNESS WHEREOF, each of the Parties hereto has caused this Agreement to be executed by its duly authorized representative on 25 July 2025.