| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 2
)*
|
SES AI Corporation (Name of Issuer) |
Class A Common Stock, $0.0001 par value (Title of Class of Securities) |
78397Q109 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
| Rule
13d-1(c) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 78397Q109 |
| 1 | Names of Reporting Persons SK Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization KOREA, REPUBLIC OF | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 15,741,972.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 4.91 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
Amounts reported as of February 11, 2025 and include 3,829,028 shares of Class A Common Stock issuable upon satisfaction of certain price conditions (the "Earn-Out Shares"). Percentage based on 316,709,306 shares of Class A Common Stock outstanding as of 2024-10-28 as reported on the Issuer's Form 10-Q, filed on 2024-11-01, plus the Earn-Out Shares.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: SES AI Corporation | |
| (b) | Address of issuer's principal executive
offices: 35 Cabot Rd., Woburn, MA 01801 | |
| Item 2. | ||
| (a) | Name of person filing: SK Inc. | |
| (b) | Address or principal business office or, if
none, residence: 26, Jong-Ro, Jongno-Gu, Seoul, South Korea 03188 | |
| (c) | Citizenship: Republic of Korea | |
| (d) | Title of class of securities: Class A Common Stock, $0.0001 par value | |
| (e) | CUSIP No.: 78397Q109 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: See response to item 9 on cover page. | |
| (b) | Percent of class: See response to item 11 on cover page % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: See response to item 5 on cover page | ||
| (ii) Shared power to vote or to direct the
vote: See response to item 6 on cover page | ||
| (iii) Sole power to dispose or to direct the
disposition of: See response to item 7 on cover page | ||
| (iv) Shared power to dispose or to direct the
disposition of: See response to item 8 on cover page | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
|
Ownership of 5 percent or less of a class | ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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