Document and Entity Information
Document and Entity Information - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 04, 2022 | |
Document Information [Line Items] | ||
Entity Central Index Key | 0001819142 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-39845 | |
Entity Registrant Name | SES AI Corporation | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 98-1567584 | |
Entity Address, Address Line One | 35 Cabot Road | |
Entity Address, City or Town | Woburn | |
Entity Address State Or Province | MA | |
Entity Address, Postal Zip Code | 01801 | |
City Area Code | 339 | |
Local Phone Number | 298-8750 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Entity Listing, Par Value Per Share | $ 0.0001 | |
Trading Symbol | SES | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 305,943,955 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 43,881,251 | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share | |
Trading Symbol | SES WS | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Current Assets | |||
Cash and cash equivalents | $ 394,664 | $ 160,497 | |
Receivable from related party | 1,980 | 7,910 | |
Prepaid expenses and other current assets | 5,595 | 1,563 | |
Total current assets | 402,239 | 169,970 | |
Property and equipment, net | 24,238 | 12,494 | |
Intangible assets, net | 1,504 | 1,626 | |
Right-of-use assets, net | 11,482 | $ 11,900 | |
Other assets | 2,783 | 9,263 | |
Total assets | 442,246 | 193,353 | |
Current Liabilities | |||
Accounts payable | 4,243 | 4,712 | |
Operating lease liabilities, non-current | 1,823 | ||
Accrued expenses and other current liabilities | 10,869 | 6,273 | |
Total current liabilities | 16,935 | 10,985 | |
Sponsor Earn-Out liability | 19,993 | ||
Operating leases, non-current | 10,059 | ||
Other liabilities | 1,546 | 749 | |
Total liabilities | 48,533 | 11,734 | |
Commitments and contingencies (Note 8) | |||
Redeemable convertible preferred stock, $0.000001 par value - none authorized, issued and outstanding as of September 30, 2022; 213,960,286 shares authorized, issued and outstanding as of December 31, 2021 (aggregate liquidation preference of $271,148 as of December 31, 2021) | 269,941 | ||
Stockholders' Equity | |||
Preferred stock, $0.0001 par value; 20,000,000 shares authorized, none issued and outstanding as of September 30, 2022; none authorized, issued and outstanding as of December 31, 2021 | |||
Common stock | 34 | 6 | |
Additional paid-in capital | 532,413 | 5,598 | |
Accumulated deficit | (136,639) | (94,293) | |
Accumulated other comprehensive (loss) income | (2,095) | 367 | |
Total stockholders' equity | 393,713 | (88,322) | |
Total liabilities, redeemable convertible preferred stock, and stockholders' equity (deficit) | $ 442,246 | $ 193,353 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Temporary Equity, Other Disclosures [Abstract] | ||
Redeemable convertible preferred stock, par value (in dollars per share) | $ 0.000001 | $ 0.000001 |
Redeemable convertible preferred stock, shares authorized (in shares) | 0 | 213,960,286 |
Redeemable convertible preferred stock, shares issued (in shares) | 0 | 213,960,286 |
Redeemable convertible preferred stock, shares outstanding (in shares) | 0 | 213,960,286 |
Redeemable convertible preferred stock, liquidation amount | $ 271,148 | |
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 20,000,000 | 0 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||
Common stock, shares issued (in shares) | 349,772,538 | |
Common stock, shares outstanding (in shares) | 349,772,538 | |
Common Class A [Member] | ||
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 2,100,000,000 | |
Common stock, shares issued (in shares) | 305,891,287 | 22,261,480 |
Common stock, shares outstanding (in shares) | 305,891,287 | 22,261,480 |
Common Class B [Member] | ||
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 200,000,000 | |
Common stock, shares issued (in shares) | 43,881,251 | 39,881,455 |
Common stock, shares outstanding (in shares) | 43,881,251 | 39,881,455 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Operating expenses: | ||||
Research and development | $ 8,421 | $ 3,684 | $ 19,680 | $ 10,332 |
General and administrative | 13,308 | 7,004 | 40,305 | 11,509 |
Total operating expenses | 21,729 | 10,688 | 59,985 | 21,841 |
Loss from operations | (21,729) | (10,688) | (59,985) | (21,841) |
Other income (expense): | ||||
Change of fair value of Sponsor Earn-Out liability, net | (4,870) | 16,400 | ||
Interest income | 1,972 | 160 | 2,460 | 163 |
Other income (expense), net | 420 | (94) | (911) | 694 |
Total other income (expense), net | (2,478) | 66 | 17,949 | 857 |
Loss before income taxes | (24,207) | (10,622) | (42,036) | (20,984) |
Provision for income taxes | (121) | (3) | (310) | (22) |
Net loss | (24,328) | (10,625) | (42,346) | (21,006) |
Other comprehensive loss: | ||||
Foreign currency translation adjustment | (1,194) | (23) | (2,462) | 48 |
Total comprehensive loss | $ (25,522) | $ (10,648) | $ (44,808) | $ (20,958) |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.08) | $ (0.17) | $ (0.15) | $ (0.35) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.08) | $ (0.17) | $ (0.15) | $ (0.35) |
Weighted-average shares outstanding, basic (in shares) | 311,680,656 | 60,861,409 | 280,859,250 | 60,808,744 |
Weighted-average shares outstanding, diluted (in shares) | 311,680,656 | 60,861,409 | 280,859,250 | 60,808,744 |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Redeemable convertible preferred stock, carrying amount | $ 269,941 | $ 269,941 | $ 82,044 | |
Redeemable convertible preferred stock, shares issued (in shares) | 213,960,286 | 213,960,286 | 174,994,777 | |
Conversion of redeemable convertible preferred stock to common stock in connection with reverse recapitalization upon Business Combination | $ (269,941) | |||
Conversion of redeemable convertible preferred stock to common stock in connection with reverse recapitalization upon Business Combination (in shares) | (213,960,286) | |||
Issuance of Series D and Series D plus redeemable convertible preferred stock, net of issuance costs, retroactive application of reverse recapitalization upon Business Combination | $ 187,897 | |||
Issuance of Series D and Series D plus redeemable convertible preferred stock, net of issuance costs, retroactive application of reverse recapitalization upon Business Combination (in shares) | 38,965,509 | |||
Previously Reported [Member] | ||||
Redeemable convertible preferred stock, carrying amount | $ 269,941 | $ 82,044 | ||
Redeemable convertible preferred stock, shares issued (in shares) | 36,064,095 | 29,496,153 | ||
Revision of Prior Period, Adjustment [Member] | ||||
Redeemable convertible preferred stock, shares issued (in shares) | 177,896,191 | 145,498,624 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Common Stock [Member] Previously Reported [Member] | Common Stock [Member] Revision of Prior Period, Adjustment [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] Previously Reported [Member] | Additional Paid-in Capital [Member] Revision of Prior Period, Adjustment [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] Previously Reported [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] Previously Reported [Member] | AOCI Attributable to Parent [Member] | Previously Reported [Member] | Total |
Beginning balance at Dec. 31, 2020 | $ 1 | $ 5 | $ 6 | $ 835 | $ (5) | $ 830 | $ (63,038) | $ (63,038) | $ 133 | $ 133 | $ (62,069) | $ (62,069) |
Beginning balance (in shares) at Dec. 31, 2020 | 10,245,074 | 50,536,901 | 60,781,975 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Stock-based compensation | 72 | 72 | ||||||||||
Foreign currency translation adjustments | (14) | (14) | ||||||||||
Net income (loss) | (3,595) | (3,595) | ||||||||||
Ending balance at Mar. 31, 2021 | $ 6 | 902 | (66,633) | 119 | (65,606) | |||||||
Ending balance (in shares) at Mar. 31, 2021 | 60,781,975 | |||||||||||
Beginning balance at Dec. 31, 2020 | $ 1 | $ 5 | $ 6 | 835 | (5) | 830 | (63,038) | (63,038) | 133 | 133 | (62,069) | (62,069) |
Beginning balance (in shares) at Dec. 31, 2020 | 10,245,074 | 50,536,901 | 60,781,975 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Foreign currency translation adjustments | 48 | |||||||||||
Net income (loss) | (21,006) | |||||||||||
Ending balance at Sep. 30, 2021 | $ 6 | 3,980 | (84,044) | 181 | (79,877) | |||||||
Ending balance (in shares) at Sep. 30, 2021 | 60,903,829 | |||||||||||
Beginning balance at Mar. 31, 2021 | $ 6 | 902 | (66,633) | 119 | (65,606) | |||||||
Beginning balance (in shares) at Mar. 31, 2021 | 60,781,975 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Stock-based compensation | 271 | 271 | ||||||||||
Foreign currency translation adjustments | 85 | 85 | ||||||||||
Net income (loss) | (6,786) | (6,786) | ||||||||||
Ending balance at Jun. 30, 2021 | $ 6 | 1,173 | (73,419) | 204 | (72,036) | |||||||
Ending balance (in shares) at Jun. 30, 2021 | 60,781,975 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Stock-based compensation | 2,787 | 2,787 | ||||||||||
Foreign currency translation adjustments | (23) | (23) | ||||||||||
Issuance of common stock upon exercise of stock options | 20 | 20 | ||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 121,854 | |||||||||||
Net income (loss) | (10,625) | (10,625) | ||||||||||
Ending balance at Sep. 30, 2021 | $ 6 | 3,980 | (84,044) | 181 | (79,877) | |||||||
Ending balance (in shares) at Sep. 30, 2021 | 60,903,829 | |||||||||||
Beginning balance at Dec. 31, 2021 | $ 6 | $ 6 | 5,604 | (6) | 5,598 | (94,293) | (94,293) | 367 | 367 | (88,322) | (88,322) | |
Beginning balance (in shares) at Dec. 31, 2021 | 10,474,509 | 51,668,426 | 62,142,935 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Conversion of redeemable convertible preferred stock to common stock in connection with reverse recapitalization upon Business Combination | $ 21 | 269,920 | 269,941 | |||||||||
Conversion of redeemable convertible preferred stock to common stock in connection with reverse recapitalization upon Business Combination (in shares) | 213,960,286 | |||||||||||
Business Combination and PIPE Financing, net of redemptions and transaction costs | $ 7 | 234,514 | 234,521 | |||||||||
Business Combination and PIPE Financing, net of redemptions and transaction costs (in shares) | 71,767,824 | |||||||||||
Forfeitures of Earn-Out restricted shares | (9,080) | |||||||||||
Stock-based compensation | 3,186 | 3,186 | ||||||||||
Foreign currency translation adjustments | 109 | 109 | ||||||||||
Issuance of common stock upon exercise of stock options | 4 | 4 | ||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 31,217 | |||||||||||
Net income (loss) | (27,033) | (27,033) | ||||||||||
Ending balance at Mar. 31, 2022 | $ 34 | 513,222 | (121,326) | 476 | 392,406 | |||||||
Ending balance (in shares) at Mar. 31, 2022 | 347,893,182 | |||||||||||
Beginning balance at Dec. 31, 2021 | $ 6 | $ 6 | $ 5,604 | $ (6) | 5,598 | $ (94,293) | (94,293) | $ 367 | 367 | $ (88,322) | (88,322) | |
Beginning balance (in shares) at Dec. 31, 2021 | 10,474,509 | 51,668,426 | 62,142,935 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Foreign currency translation adjustments | (2,462) | |||||||||||
Net income (loss) | (42,346) | |||||||||||
Ending balance at Sep. 30, 2022 | $ 34 | 532,413 | (136,639) | (2,095) | $ 393,713 | |||||||
Ending balance (in shares) at Sep. 30, 2022 | 349,772,538 | 349,772,538 | ||||||||||
Beginning balance at Mar. 31, 2022 | $ 34 | 513,222 | (121,326) | 476 | $ 392,406 | |||||||
Beginning balance (in shares) at Mar. 31, 2022 | 347,893,182 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Release of accrued transaction costs related to Business Combination and PIPE Financing | 6,174 | 6,174 | ||||||||||
Stock-based compensation | 5,547 | 5,547 | ||||||||||
Foreign currency translation adjustments | (1,377) | (1,377) | ||||||||||
Issuance of common stock upon exercise of stock options | 38 | 38 | ||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 337,453 | |||||||||||
Net income (loss) | 9,015 | 9,015 | ||||||||||
Ending balance at Jun. 30, 2022 | $ 34 | 524,981 | (112,311) | (901) | 411,803 | |||||||
Ending balance (in shares) at Jun. 30, 2022 | 348,230,635 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Stock-based compensation | 7,214 | 7,214 | ||||||||||
Foreign currency translation adjustments | (1,194) | (1,194) | ||||||||||
Issuance of common stock upon exercise of stock options | 218 | 218 | ||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 1,376,206 | |||||||||||
Restricted stock units vested | 165,697 | |||||||||||
Net income (loss) | (24,328) | (24,328) | ||||||||||
Ending balance at Sep. 30, 2022 | $ 34 | $ 532,413 | $ (136,639) | $ (2,095) | $ 393,713 | |||||||
Ending balance (in shares) at Sep. 30, 2022 | 349,772,538 | 349,772,538 |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholders' Equity (Parenthetical) | 9 Months Ended | ||
Sep. 30, 2022 shares | Dec. 31, 2021 shares | Dec. 31, 2020 shares | |
Common stock, shares issued (in shares) | 349,772,538 | ||
Exchange ratio | 5.9328 | 5.9328 | |
Common Class A [Member] | |||
Common stock, shares issued (in shares) | 305,891,287 | 22,261,480 | |
Common Class B [Member] | |||
Common stock, shares issued (in shares) | 43,881,251 | 39,881,455 | |
Common Stock [Member] | |||
Common stock, shares issued (in shares) | 349,772,538 | 62,142,935 | 60,781,975 |
Common Stock [Member] | Revision of Prior Period, Adjustment [Member] | |||
Common stock, shares issued (in shares) | 51,668,426 | 50,536,901 | |
Common Stock [Member] | Common Class A [Member] | |||
Business Combination and PIPE Financing, net of redemptions and transaction costs, restricted shares subject to vesting (in shares) | 33,793,878 | ||
Common Stock [Member] | Common Class B [Member] | |||
Business Combination and PIPE Financing, net of redemptions and transaction costs, restricted shares subject to vesting (in shares) | 3,999,796 | ||
Common Stock [Member] | Common Class B [Member] | Revision of Prior Period, Adjustment [Member] | |||
Common stock, shares issued (in shares) | 39,881,455 | 39,881,455 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flows From Operating Activities | ||
Net loss | $ (42,346) | $ (21,006) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change of fair value of Sponsor Earn-Out liability | (16,400) | |
Stock-based compensation | 15,947 | 3,130 |
Depreciation and amortization | 1,580 | 1,298 |
Other | (371) | |
PPP note forgiveness | (840) | |
Changes in operating assets and liabilities: | ||
Receivable from related party | 5,943 | (1,138) |
Prepaid expenses and other assets | (3,401) | (1,068) |
Accounts payable | (761) | 617 |
Accrued expenses and other liabilities | 2,002 | 1,203 |
Net cash used in operating activities | (37,807) | (17,804) |
Cash Flows From Investing Activities | ||
Purchases of property and equipment | (10,645) | (3,964) |
Purchase of short-term investments | (150,810) | |
Maturities of short-term investments | 13,101 | |
Net cash used in investing activities | (10,645) | (141,673) |
Cash Flows From Financing Activities | ||
Proceeds from Business Combination and PIPE Financing, net of issuance costs | 282,940 | |
Proceeds from stock option exercises | 260 | 20 |
Payment of deferred offering costs | (576) | |
Proceeds from issuance of Series D and D plus redeemable convertible preferred stock, net of issuance costs | 187,897 | |
Net cash provided by financing activities | 283,200 | 187,341 |
Effect of exchange rates on cash | (639) | 48 |
Net increase in cash, cash equivalents and restricted cash | 234,109 | 27,912 |
Cash, cash equivalents and restricted cash at beginning of period | 161,044 | 2,728 |
Cash, cash equivalents and restricted cash at end of period | 395,153 | 30,640 |
Supplemental Non-Cash Information: | ||
Conversion of Redeemable Convertible Preferred Stock to shares of Class A Common Stock | (269,941) | |
Release of accrued transaction costs related to Business Combination and PIPE Financing | 6,174 | |
Accounts payable and accrued expenses related to purchases of property and equipment | 4,668 | (118) |
Lease liabilities arising from obtaining right-of-use assets | 1,565 | |
Liabilities of Ivanhoe acquired in the Business Combination | $ (387) | |
Deferred offering costs included in accounts payable and accrued expenses and other liabilities | $ 2,103 |
Nature of Business
Nature of Business | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Note 1. Nature of Business Organization SES AI Corporation, and consolidated subsidiaries (together the “Company”) consists of SES AI Corporation (“SES”), and its wholly-owned subsidiaries: SES Holdings Pte. Ltd. (“SES Holdings” or “Old SES”), SolidEnergy Systems, LLC (“SES LLC”), SolidEnergy (Shanghai) Co., Ltd. (“SES Shanghai”), SolidEnergy Systems Securities Corporation (“SES Securities”), Viking Power Systems Pte. Ltd. (“SES Viking”), and Massachusetts Solid Energy Co., Ltd. (“SES Korea”). SES Holdings is a Singapore private company limited by shares formed in November 2018. SES LLC is a Delaware limited liability company formed in November 2018 as a result of the conversion from a corporation to a limited liability company by SolidEnergy Systems Corp, a Delaware corporation formed in April 2012. SES Shanghai was registered in Shanghai, China in November 2018. SES Securities was incorporated in December 2017 as a Massachusetts Security Corporation. SES Viking is a Singapore private company limited by shares formed in May 2019. SES Korea was registered in South Korea in November 2021. The Company is engaged in the research and development of Lithium-Metal (“Li-Metal”) rechargeable batteries for electric vehicles (“EVs”). Since the Company’s founding in 2012, the Company has been committed to developing the world’s most advanced EV batteries. The Company’s Li-Metal batteries have been designed to combine the high energy density of Li-Metal with cost-effective manufacturability at scale. The Company’s headquarters are located in Boston with research and development facilities located there, in Shanghai, China, and in South Korea. Principal operations have not yet commenced as of September 30, 2022, and the Company has not derived revenue from its principal business activities. Prior to the closing of the Business Combination (the “Closing”), Ivanhoe migrated out of the Cayman Islands and domesticated as a Delaware corporation (the “Domestication”) and changed its name to “SES AI Corporation.” On February 3, 2022 (the “Closing Date”), Ivanhoe Capital Acquisition Corp. (“Ivanhoe”), a Cayman Islands exempted company, and Wormhole Amalgamation Sub Pte. Ltd., a Singapore private company limited by shares and a direct, wholly-owned subsidiary of Ivanhoe (“Amalgamation Sub”), consummated the previously announced Business Combination (the “Business Combination”) pursuant to which, among other things, Amalgamation Sub merged with and into Old SES, with Old SES surviving the Business Combination as a wholly-owned subsidiary of SES. See “Note 3 – Business Combination” for additional information. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | 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 and are unaudited Accordingly, they do not include all information and footnotes required by U.S. GAAP for complete financial statements. The condensed consolidated balance sheet as of December 31, 2021 has been derived from the audited consolidated financial statements of Old SES at that date. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the full year or any other future interim or annual periods. The Company’s fiscal year ends on December 31. These unaudited condensed consolidated financial statements and accompanying notes should be read in conjunction with the audited consolidated financial statements and accompanying notes of Old SES as of and for the year ended December 31, 2021 . As a result of the Business Combination completed on February 3, 2022, prior period share and per share amounts presented in the accompanying condensed consolidated financial statements and these related notes have been retroactively converted. Reclassification of Prior Period Amounts Certain reclassifications have been made to prior period amounts to conform to the current period financial statement presentation. Restricted cash and deferred offering costs have been combined with other assets and accrued compensation has been combined with accrued expenses and other current liabilities on the condensed consolidated balance sheet. The impact of these changes was an increase of $6.2 million to other assets and an increase of $2.1 million to accrued expenses and other current liabilities at December 31, 2021. In addition, the Company reclassified the change in other assets to the change in prepaids expenses and other assets in the amount of $0.5 million and the change in accrued compensation to the change in accrued expenses and other liabilities in the amount of $0.8 million in the prior year statements of cash flows for the nine months ended September 30, 2021. There was no change to previously reported total assets, total liabilities, or net cash used in operating activities. Impact of Novel Coronavirus (“COVID-19”) COVID-19 has had, and continues to have, a significant impact around the world, including, but not limited to, an impact on general economic conditions, trade and financing markets, changes in customer behavior, and significant uncertainty in the overall continuity in business operations. COVID-19 has also disrupted the manufacturing, delivery and overall supply chain of manufacturers and suppliers of EVs and EV batteries. In particular, COVID-19 may cause an increase in costs resulting from the efforts of manufacturers of EVs or EV batteries to mitigate the effects of COVID-19 and delays in EV manufacturers’ schedules to full commercial production of EVs and disruptions to these supply chains, among other negative effects. Previous spikes in COVID-19 cases in Shanghai resulted in government-mandated temporary shutdowns at our Shanghai facility in April 2022, causing a delay of over a month in our development, testing and manufacturing efforts and in our product schedule and our ability to obtain materials from our suppliers in the affected area. The government-mandated shutdown was lifted on June 1, 2022 and the Shanghai facility has reopened. If our workforce is unable to work effectively, including due to illness, quarantines, government actions or other restrictions in connection with COVID-19, our operations will be adversely affected. We continue to monitor closely the impact of COVID-19 on all aspects of our business and geographies, including its impact on our employees, suppliers, business partners and potential distribution channels and customers. The extent to which the COVID-19 pandemic may continue to affect our business will depend on continued developments, such as the emergence of new variants and status of governmental measures to combat it, which are uncertain and cannot be predicted. Even as the effects of the COVID-19 pandemic have subsided, we may continue to suffer an adverse effect on our business due to possible longer-term global economic effects of COVID-19, including any economic recession. If the immediate or prolonged effects of the COVID-19 pandemic have a significant adverse impact on government finances, it would create uncertainty as to the continuing availability of incentives related to EV purchases and other governmental support programs. In addition, a recurrence of COVID-19 cases or an emergence of additional variants or strains could cause other widespread or more severe impacts depending on where infection rates are highest. Liquidity Historically, the Company’s principal sources of liquidity have been the proceeds from a series of financing transactions with investors that have provided the Company with the necessary cash and cash equivalents to support its research and development activities. On February 3, 2022, as a result of the aforementioned Business Combination and PIPE Financing (as defined below), the Company received $282.9 million in net proceeds as more fully described in “Note 3 — Business Combination”. Since inception, the Company has not achieved annual profitable operations or positive cash flows from operations, and it expects to incur losses in future periods. As of September 30, 2022, the Company had total cash, cash equivalents and restricted cash of $395.2 million and an accumulated deficit of $136.6 million. The Company’s ability to fund its ongoing efforts is dependent on its ability to continue to raise the necessary capital through future financing and capital transactions, on an as needed basis, as well as the success of the Company’s development and commercialization efforts and, ultimately, upon market acceptance of the Company’s products. These condensed consolidated financial statements have been prepared on a going concern basis. Management believes that the Company’s current cash and cash equivalents as of September 30, 2022 are adequate to meet its needs for the next twelve months from the issuance of these condensed consolidated financial statements. Significant Accounting Policies During the three and nine months ended September 30, 2022, there have been no significant changes to the Company’s significant accounting policies as disclosed in “Note 2 – Basis of Presentation and Summary of Significant Accounting Policies” of the Company’s audited consolidated financial statements as of and for the year ended December 31, 2021 included in the Super 8-K Amendment, except as described below: Use of estimates The preparation of these condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the Company’s consolidated financial statements, as well as the revenues, if any, and expenses incurred during the reporting periods. Significant estimates include those related to the fair value of common stock prior to the Business Combination and other assumptions used to measure (i) stock-based compensation including certain restricted share awards with market conditions, (ii) term, volatility, risk-free interest rate and probability of change of control with respect to valuation of sponsor earn-out liability and (iii) valuation of deferred tax assets and uncertain income tax positions. 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 could differ materially from those estimates. Leases The Company determines if an arrangement includes a lease at inception. Lease arrangements generally have lease and non-lease components, which are accounted for separately. At the lease commencement date, the Company recognizes operating lease liabilities, equal to the present value of the lease payments, and operating lease assets, which represent the right to use the underlying asset for the lease term (the “ROU asset”). The Company assesses if it is reasonably certain to exercise lease options to extend or terminate the lease for inclusion or exclusion in the lease term when the Company measures the lease liability. As the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at lease commencement in determining the present value of lease payments. The Company’s incremental borrowing rate estimates a secured rate that reflects the term of the lease, the nature of the underlying asset and the economic environment. The Company excludes leases with an expected term of one year or less from recognition on the condensed consolidated balance sheet. Operating lease assets includes lease payments made prior to lease commencement and excludes lease incentives and initial direct costs incurred. Lease expense is recognized on a straight-line basis over the lease term. Variable lease expenses, including common area maintenance, insurance, and property tax, are expensed as incurred. See “Note 7 – Leases” for additional information about the Company’s leases. Sponsor Earn-Out Liability On February 2, 2022, in connection with the Domestication, 6,900,000 of Ivanhoe’s Class B ordinary shares held by Ivanhoe Capital Sponsor LLC (the “Sponsor”) converted into an equal number of shares of duly authorized, validly issued, fully paid and nonassessable Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), of the Company. At Closing, these 6,900,000 shares of Class B Common Stock converted into an equal number of shares of duly authorized, validly issued, fully paid and nonassessable Class A common stock par value $0.0001 per share (the “Class A Common Stock”, and together with the Class B Common Stock, “Common Stock”), of the Company . ● 20% were subject to transfer restrictions until the date that was 180 days after the Closing (“Tranche 1”); ● 20% are subject to transfer restrictions until SES’s closing stock price equals or exceeds $12.00 for 20 out of 30 consecutive trading days following the date that is 150 days after the Closing (“Tranche 2”); ● 20% are subject to transfer restrictions until SES’s closing stock price equals or exceeds $14.00 for 20 out of 30 consecutive trading days following the date that is 150 days after the Closing (“Tranche 3”); ● 20% are subject to transfer restrictions until SES’s closing stock price equals or exceeds $16.00 for 20 out of 30 consecutive trading days following the date that is 150 days after the Closing (“Tranche 4”); and ● 20% are subject to transfer restrictions until SES’s closing stock price equals or exceeds $18.00 for 20 out of 30 consecutive trading days following the date that is 150 days after the Closing (“Tranche 5”). If there is a change in control of SES at a per share value of greater than $18.00 , then 100% of the Sponsor Shares will be released from these transfer restrictions; however if the per share value is less than $18.00 upon a change in control, then the Sponsor Shares will be released pro rata based on the per share value of the change in control and the stock price thresholds for release specified above. Any Sponsor Shares not released will be forfeited and cancelled. The Sponsor Earn-Out Shares in Tranche 1 are accounted for as equity instruments because they are legally owned by the Sponsor, cannot be forfeited and were subject only to transfer restrictions that lapsed 180 days after the Closing Date, which occurred on August 2, 2022, and as such meet the equity classification criteria in accordance with ASC 505, Equity . Earn-Out Shares In connection with the Business Combination, holders of Old SES common stock, redeemable convertible preferred stock, options and restricted shares received 29,999,947 shares of Common Stock, including (i) 23,691,182 shares of Class A Common Stock (the Shares”) issued for the benefit of the former holders of Old SES common and redeemable convertible preferred stock; (ii) 2,308,969 shares of restricted Class A Common Stock (the Restricted Shares”) issued to Old SES option holders and recipients of Old SES restricted shares; and (iii) 3,999,796 shares of Class B Common Stock (“Founder Shares”) issued to the CEO and certain entities affiliated with the CEO (the “SES Founder Group”). The Shares and the Founder Shares (collectively, the “Escrowed Shares”) were placed into escrow at the Closing and shall vest on the date that the closing price of shares of Class A Common Stock is equal to or greater than $18.00 during the period beginning on the date that is one year following the Closing and ending on the date that is five years following the Closing. The Restricted Shares are subject to vesting based on the same terms as the Escrowed Shares and are also subject to forfeiture if such recipient’s service with the Company terminates prior to vesting. If, during the earn-out period of five years , there is a change in control transaction at a per share price of greater than or equal to $18.00 per share, then all 29,999,947 earn-out shares will vest immediately prior to the consummation of such change in control. The to be released upon achievement of the vesting condition are classified as equity instruments and recorded at fair value in stockholders’ equity as vesting is indexed to the common stock of the Company. The Earn-Out Restricted Shares are accounted for as equity awards issued to employees subject to time and market vesting conditions. Common Stock Warrants Prior to the Business Combination, Ivanhoe had issued 9,200,000 public warrants (“Public Warrants”) and 5,013,333 private placement warrants (“Private Warrants” and collectively with the Public Warrants, the “Warrants”) which were assumed by the Company at Closing. On February 1, 2022, prior to Closing, the Ivanhoe warrant holders approved certain amendments to the terms of the Warrants such that the Warrants met the derivative scope exception for contracts in the Company’s own stock and were recorded in stockholders’ equity. Prior to the amendment, the Warrants were accounted for as derivative liabilities measured at fair value, with changes in fair value recorded in the consolidated statement of operations and comprehensive loss at each reporting period. Each whole Warrant entitles the registered holder to purchase one share of Class A Common Stock at a price of $11.50 per share. Pursuant to the Warrant agreement, a Warrant holder may exercise its Warrants only for a whole number of shares of Class A Common Stock. This means only a whole Warrant may be exercised at a given time by a warrant holder. The amendments, among other things, include the following: (i) amendments to the rights specific to the Private Warrants such that (a) the rights specific to Private Warrants are retained by the holder thereof regardless of such holder’s identity, (b) the Private Warrants are no longer subject to redemption by the Company when such warrants are trading at a price equal to or in excess of $10.00 per share but less than $18.00 per share and (c) the Private Warrants are no longer generally exercisable on a “cashless basis”; (ii) eliminates the Company’s ability to redeem any Public Warrants unless the Class A Common Stock is trading at a price equal to or in excess of $18.00 per share; and (iii) removes certain language related to the treatment of Warrants in the event of a tender offer for the shares underlying such Warrants. Subsequent to the Closing, the Company registered 14,213,280 shares of Class A Common Stock issuable upon the exercise of the Warrants Stock-Based Compensation The Company measures compensation expense for all stock-based awards made to employees, directors, and non-employees, including stock options and restricted share awards based on estimated fair values as of the grant date. Awards with only service vesting conditions: The fair value of stock options granted is estimated using the Black-Scholes option valuation model, which requires the Company to make assumptions and judgments about the variables used in the calculation, including the fair value of the underlying common stock, the expected term of the stock option (weighted-average period of time that the options granted are expected to be outstanding), the expected volatility of the price of the Company’s common stock, the expected risk-free interest rate and the expected dividend yield of the Company’s common stock. The fair value of restricted share awards (“RSAs”) and restricted stock units (“RSUs”) are determined based upon the fair value of the underlying common stock at the date of grant. The Company expenses stock-based compensation using the straight-line method over the requisite service period of all awards, which generally is the same as the vesting term. The Company accounts for forfeitures when they occur. Changes in the assumptions can materially affect the fair value and ultimately how much stock-based compensation expense is recognized. These inputs are subjective and generally require significant analysis and judgment to develop. Awards with service vesting and market conditions: In connection with the Business Combination, Old SES option holders and Old SES restricted shareholders received 2,308,969 Restricted Shares. In addition, under the SES AI Corporation 2021 Incentive Award Plan, we are authorized to issue equity incentive awards in the form of performance compensation awards (“PSUs”). The Earn-Out Restricted Shares are accounted for as a single tranche equity award issued to employees subject to time and market vesting conditions, while the PSUs are subject to service and market vesting conditions. The market vesting conditions are based on the Company’s stock price. The estimated fair value of the Earn-Out Restricted Shares and PSUs are determined using the Monte Carlo simulation model and the effect of the market vesting condition is reflected in the grant date fair value of the award. Monte Carlo simulations are a class of computational algorithms that rely on repeated random sampling to compute their results. This approach allows the calculation of the value of such equity awards based on a large number of possible stock price path scenarios. The Company expenses stock-based compensation using the straight-line method over the requisite service period of all awards, which is 1.45 years for the Earn-Out Restricted Shares and generally 2 to 3 years for the PSUs, irrespective of whether the market vesting condition is satisfied. The Company accounts for forfeitures when they occur. Changes in the assumptions can materially affect the fair value and ultimately how much stock-based compensation expense is recognized. These inputs are subjective and generally require significant analysis and judgment to develop. Net Income (Loss) Per Share Upon recapitalization, net loss per share calculations for all periods prior to the Business Combination have been retrospectively restated to the equivalent number of shares reflecting the Exchange Ratio established in the Business Combination, including the issuance of Class A Common Stock and Class B Common Stock to Old SES common stockholders. Under the method, the net loss attributable to common stockholders was not allocated to the redeemable convertible preferred stock as the holders of its redeemable convertible preferred stock do not have a contractual obligation to share in the Company’s losses. Basic net income or loss per share attributable to Class A Common Stock and Class B Common Stock stockholders is computed by dividing the net income or loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. stock, Warrants, Sponsor Earn-Out Shares, Escrowed Earn-Out Shares, Earn-Out Restricted Shares, stock options, RSAs , RSUs, and PSUs, as more fully described in “Note 12 Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standard Board (the “FASB”) issued ASU No. 2016-02, Leases (Topic 842) Topic 842 also requires additional disclosures about leasing arrangements related to discount rates, lease terms, and the amount, timing, and uncertainty of cash flows arising from leases. Topic 842 is effective for financial statements issued for fiscal years beginning after December 15, 2021. The Company adopted this guidance on January 1, 2022 utilizing the modified retrospective The adoption of Topic 842 on January 1, 2022 resulted in the Company’s recognition of ROU assets of approximately $11.9 million, adjusted for deferred rent and lease incentives as of the adoption date, and lease liabilities for operating leases of approximately $12.6 million on the Company’s condensed consolidated balance sheets, with no material impact to the condensed consolidated statements of operations and cash flows. In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832), Disclosures by Business Entities About Government Assistance , which requires entities to provide disclosures on material government transactions for annual reporting periods. The Company has reviewed all other accounting pronouncements issued during the three months ended September 30, 2022 and concluded they were either not applicable or not expected to have a material impact on the Company’s condensed consolidated financial statements . |
Business Combination
Business Combination | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Business Combination | Note 3. Business Combination On February 3, 2022 (the “Closing Date”), Ivanhoe Capital Acquisition Corp. (“Ivanhoe”), a Cayman Islands exempted company, and Wormhole Amalgamation Sub Pte. Ltd., a Singapore private company limited by shares and a direct, wholly-owned subsidiary of Ivanhoe (“Amalgamation Sub”), consummated the previously announced business combination (the “Business Combination”) pursuant to which, among other things, Amalgamation Sub merged with and into Old SES, with Old SES surviving the Business Combination as a wholly-owned subsidiary of Ivanhoe. In connection with the closing of the Business Combination (the “Closing”), Ivanhoe migrated out of the Cayman Islands and domesticated as a Delaware corporation prior to the Closing (the “Domestication”) and changed its name to “SES AI Corporation.” The Business Combination was accounted for as a reverse recapitalization. Under this method of accounting, Ivanhoe was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of the Company represent a continuation of the financial statements of Old SES with the Business Combination treated as the equivalent of Old SES issuing stock for the net assets of Ivanhoe, accompanied by a recapitalization. The net assets of Ivanhoe are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of Old SES. As a result, the unaudited condensed consolidated financial statements included in this report reflect (i) the historical operating results of Old SES prior to the Business Combination; (ii) the combined results of the Company and Old SES following the Closing; (iii) the assets and liabilities of Old SES at their historical cost; and (iv) the Company’s equity structure for all periods presented as discussed below. In connection with the Business Combination, the Company received $326.1 million in gross proceeds, including a contribution of $51.6 million of cash held in Ivanhoe’s trust account net of redemption of Ivanhoe Class A common stock held by Ivanhoe’s public stockholders and a $274.5 million private investment in public equity (the “PIPE Financing”) at $10.00 per share of Class A Common Stock, prior to the payment of transaction costs and other amounts. At Closing, the following occurred: ● Each share of Old SES common stock, excluding shares held by the SES Founder Group, and each redeemable convertible preferred share that was outstanding immediately prior to the Closing was cancelled and converted into a number of fully paid and nonassessable shares of Class A Common Stock equal to the Exchange Ratio, rounded down to the nearest whole number; ● Each share of Old SES common stock held by the SES Founder Group that was outstanding immediately prior to the Closing was cancelled and converted into a number of fully paid and nonassessable shares of Class B Common Stock equal to the Exchange Ratio, rounded down to the nearest whole number; ● Each Old SES restricted share that was granted and subject to restrictions (including vesting) immediately prior to the Closing was assumed by the Company and converted into a number of shares of restricted Class A Common Stock equal to the Exchange Ratio, rounded down to the nearest whole number, which remain subject to the same terms and conditions as were applicable prior to the Closing; and ● Each Old SES option that was outstanding immediately prior to the Closing, whether vested or unvested, was assumed by the Company and converted into an option to acquire Class A Common Stock with the same terms as were applicable prior to the Closing, except for the number of shares exercisable and the exercise price, each of which was adjusted using the Exchange Ratio, rounded down to the nearest whole number. Additionally, (i) in connection with the Domestication on February 2, 2022, 6,900,000 shares of Ivanhoe’s Class B ordinary shares held by the Sponsor converted, on a basis, into shares of Class B Common Stock and at Closing converted into an equal number of Class A Common Stock and (ii) at Closing, holders of Old SES common stock, redeemable convertible preferred stock, options and restricted shares received 29,999,947 shares of the Company’s common stock. In connection with the Business Combination, the Company incurred $46.3 million of transaction costs, consisting of underwriting, legal, and other professional fees, of which $41.6 million was recorded to additional paid-in capital as a reduction of proceeds and the remaining $4.7 million was expensed immediately. Subsequent to the date of closing, $6.2 million of transaction costs recorded to additional paid-in capital related to the Business Combination and PIPE Financing was released. The following table reconciles the elements of the Business Combination to the condensed consolidated statement of cash flows and the condensed consolidated statements of redeemable convertible preferred stock and stockholders’ equity as of the date of closing: (in thousands) Cash - Ivanhoe's trust and cash, net of redemptions $ 51,590 Cash - PIPE Financing 274,500 Less: Non-Transaction costs relating to Ivanhoe in conjunction with Closing (13,149) Less: Transaction costs and advisory fees paid (26,972) Net proceeds from Business Combination and PIPE Financing at Closing 285,969 Less: Transaction costs paid post Closing (3,029) Financing cash inflow from Business Combination and PIPE Financing 282,940 Add: Transaction costs expensed relating to liabilities assumed upon the Business Combination 4,649 Less: Transactions costs paid on or before December 31, 2021 (3,334) Less: Sponsor Earn-Out liability (36,393) Less: Liabilities assumed from Ivanhoe (387) Less: Accrued transaction costs (12,954) Net contributions from Business Combination and PIPE Financing $ 234,521 The number of shares of common stock issued immediately following the consummation of the Business Combination: Number of Shares Ivanhoe Class A common stock, outstanding prior to Business Combination 27,600,000 Less: Redemption of Ivanhoe Class A common stock (22,455,850) Ivanhoe Class A common stock, net of redemptions 5,144,150 Ivanhoe Class B ordinary shares, converted to Class A Common Stock upon Closing 6,900,000 Total Ivanhoe Class A Common Stock 12,044,150 PIPE Investors — Class A Common Stock 27,450,000 Old SES common and preferred shares (other than SES Founder Group) converted to Class A Common Stock 236,221,766 Old SES Restricted Shares converted to restricted shares of Class A Common Stock 2,273,727 SES Founder Group shares of common stock converted to shares of Class B Common Stock 39,881,455 Founder Earn-Out Shares (Class B Common Stock) 3,999,796 Earn-Out Shares (Class A Common Stock) 23,691,182 Earn-Out Restricted Shares (Class A Common Stock) 2,308,969 Total 347,871,045 Less: Shares of Old SES outstanding prior to Business Combination and PIPE Financing (276,103,221) Business Combination and PIPE Financing Shares 71,767,824 |
Cash and Cash Equivalents
Cash and Cash Equivalents | 9 Months Ended |
Sep. 30, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents | Note 4. Cash and Cash Equivalents Cash, cash equivalents, and restricted cash consisted of the following: (in thousands) September 30, 2022 December 31, 2021 Cash $ 23,474 $ 157,483 Money market funds 371,190 3,014 Total cash and cash equivalents 394,664 160,497 Restricted cash included in prepaid expenses and other current assets and other assets 489 547 Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows (1) (2) $ 395,153 $ 161,044 (1) (2) |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Note 5. Accrued Expenses and Other Current Liabilities The components of accrued expenses and other current liabilities consisted of the following: (in thousands) September 30, 2022 December 31, 2021 Accruals for construction of property and equipment $ 4,348 $ 71 Accrued professional services 2,039 1,099 Income taxes payable 509 226 Advance payments received under joint development agreements 136 1,978 Other 3,837 2,899 Accrued expenses and other current liabilities $ 10,869 $ 6,273 |
Sponsor Earn-Out Liability
Sponsor Earn-Out Liability | 9 Months Ended |
Sep. 30, 2022 | |
Contingent Liability [Abstract] | |
Sponsor Earn-Out Liability | Note 6. Sponsor Earn-Out Liability The Sponsor Earn-Out liability has been measured at its estimated fair value using Level 3 inputs in a Monte Carlo simulation valuation model. Inherent in the valuation model are assumptions related to expected stock price volatility, risk-free interest rate, expected life, and dividend yield. The Company estimates the volatility of its common stock by using an average of historical volatilities of select peer companies’ common stock that matches the expected remaining term of the awards. The risk-free interest rate is based on the U.S. Treasury yield curve for zero-coupon U.S. Treasury notes with maturities corresponding to the expected remaining life of the awards, which is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The key inputs into the Monte Carlo simulation model for the Sponsor Earn-Out liability were as follows at their measurement dates: September 30, 2022 February 3, 2022 (Closing Date) Stock price $ 4.88 $ 7.68 Expected volatility 82.0% 81.0% Risk free rate 4.05% 1.63% Contractual term (in years) 4.3 5.0 Expected dividends 0% 0% The following table provides a reconciliation of the beginning and ending balances for the Sponsor Earn-Out liability: (in thousands) Balance as of December 31, 2021 $ — Additions during the period 36,393 Change in fair value (16,400) Balance as of September 30, 2022 $ 19,993 There was no transfer in or out of Level 3 measurements during the three and nine months ended September 30, 2022. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | Note 7. Leases The Company’s operating leases consist primarily of leases for office and plant spaces. Certain of the Company’s operating leases include escalating rental payments, some of which include the option to extend the lease term for up to 5 years, and some include options to terminate the lease at certain times within the lease term. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company’s total operating lease cost was $0.6 million and $1.7 million for the three and nine months ended September 30, 2022, respectively. For the three and nine months ended September 30, 2021, total rental expense was $0.5 million and $1.2 million, respectively. Cash paid for amounts included in the measurement of lease liabilities was $2.0 million for the nine months ended September 30, 2022. The following table summarizes the future minimum undiscounted lease payments under operating leases as of September 30, 2022: Years Ending December 31, (in thousands) 2022 (remaining) $ 313 2023 2,627 2024 2,673 2025 2,731 2026 2,044 Thereafter 4,516 Total future minimum lease payments 14,904 Less: imputed interest (3,022) Total future minimum lease payments $ 11,882 As of September 30, 2022, the weighted average remaining lease term for operating leases was 6.6 years and the weighted average discount rate used to determine the operating lease liability was 6.2% . In October 2022, the Company entered into an amendment to the operating lease agreement for its Boston facility to add additional space. Pursuant to the amendment, the landlord has agreed to construct an addition to the existing facility for such additional space, which the Company anticipates will be completed in the third quarter of 2023, triggering the commencement of the amended lease. The additional space will consist of approximately 5,000 square feet and the total base rent payments for the addition through the expected 8 year term will be approximately $1.5 million. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8. Commitments and Contingencies Commitments The Company has entered into multiple Joint Development Agreements (each a “JDA” and collectively referred to as the “JDAs”) with strategic original equipment manufacturers of automotives (“OEM Partners”) to develop A-Sample battery cells over the next two On September 13, 2022, the Company entered into a Share Purchase Agreement (the “SPA”), to purchase a minority interest in a supply chain partner. The transaction is expected to close in the fourth quarter of 2022. 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. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9. Income Taxes The Company’s effective tax rate for the three and nine months ended September 30, 2022 was (0.50)% and (0.74)%, respectively, compared with (0.04)% and (0.12)% for the three and nine months ended September 30, 2021 respectively. 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, 2022 and December 31, 2021 and the recording of uncertain tax positions and interest expense. The Company’s deferred tax assets principally result from U.S. net operating loss carryforwards and research and development credits. Utilization of these attributes is dependent upon future levels of taxable income and may be subject to annual limitation due to the “change in ownership provisions” under Section 382 of the Internal Revenue Code. Such limitations may result in the expiration of these attributes before their utilization. The Company is evaluating the impact of the equity transactions that have occurred during the three and nine months ended September 30, 2022, however it does not believe there will be a material impact to the attributes. As of September 30, 2022, there were no significant changes to the total amount of unrecognized tax benefits. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 10. Stock-Based Compensation Old SES established its initial share incentive plan in 2013 (the “2013 Plan”), which was subsequently replaced with a new share incentive plan in 2018 (the “2018 Plan”). Under the terms of the 2013 Plan and 2018 Plan certain shares were reserved for the issuance of incentive stock options (“ISOs”) and non-statutory stock options (“NSOs”) to employees, officers, directors, consultants and advisors. On March 30, 2021, the Company amended the 2018 Plan with the SES Holdings Pte. Ltd. 2021 Share Incentive Plan (the “2021 Plan”) and increased the total shares reserved for future issuance by 486,975 shares. Upon approval of the 2021 Plan, any shares that, as of the date of stockholder approval, were reserved but not issued pursuant to any awards granted under the Company’s 2018 Plan were rolled into the 2021 Plan. In addition, any shares subject to stock options or similar awards granted under the 2018 Plan that expire or otherwise terminate without having been exercised in full and shares issued pursuant to awards granted under the 2018 Plan that are forfeited or repurchased by the Company would be rolled into the 2021 Plan. The 2021 Plan provided for the discretionary grant of ISOs, NSOs, and RSAs. In connection with the Business Combination, the 2021 Plan was terminated and the remaining unallocated share reserve was cancelled and no new awards will be granted under the 2021 Plan. 20,748,976 options and 2,273,727 RSAs (as converted, due to retroactive application of reverse recapitalization) outstanding under the 2021 Plan at Closing were assumed by the Company under the SES AI Corporation 2021 Plan (defined below). 1/48 SES AI Corporation 2021 Plan In connection with the Business Combination, the Company adopted the SES AI Corporation 2021 Incentive Award Plan (the “SES AI Corporation 2021 Plan”) under which 36,862,002 shares of Class A Common Stock were initially reserved for issuance of ISOs, NSOs, stock appreciation rights, RSAs, RSUs, PSUs, other stock-based awards, other cash-based awards, and dividend equivalents. to automatically increase on January 1st of each year for a period of ten years commencing on January 1, 2022 and ending on (and including) January 1, 2031, in an amount equal to two percent of the total number of shares of Class A Common Stock outstanding on December 31st of the preceding year. During the nine months ended September 30, 2022, the Company granted 2,116,942 PSUs and 2,920,755 RSUs, net of forfeitures, respectively. As of September 30, 2022, the Company had 32,639,849 shares of Class A Common Stock reserved for future issuance of equity awards to employees, officers, directors, or consultants under the SES AI Corporation 2021 Plan. Earn-Out Restricted Shares The Earn-Out Restricted Shares has been measured at its estimated fair value as of the grant date using Level 3 inputs in a Monte Carlo simulation valuation model. The aggregate grant date fair value of the Earn-Out Restricted Shares is $15.8 million. Inherent in the valuation model are assumptions related to expected stock price volatility, risk-free interest rate, expected life, and dividend yield. The Company estimates the volatility of its common stock by using an average of historical volatilities of select peer companies’ common stock that matches the expected remaining term of the awards. The risk-free interest rate is based on the U.S. Treasury yield curve for zero-coupon U.S. Treasury notes with maturities corresponding to the expected remaining life of the awards, which is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The key inputs into the Monte Carlo simulation model for the Earn-Out Restricted Shares were as follows at the measurement date: February 3, 2022 (Closing Date) Expected stock price $ 7.68 Expected volatility 81.0% Risk-free rate 1.63% Expected term (in years) 5.0 Stock-based Compensation Expense The Company’s stock-based compensation included in its condensed consolidated statements of operations and comprehensive loss was as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2022 2021 2022 2021 Research and development $ 2,417 $ 34 $ 4,678 $ 246 General and administrative 4,797 2,753 11,269 2,884 Total stock-based compensation (1) $ 7,214 $ 2,787 $ 15,947 $ 3,130 (1) Includes $2.2 million and $5.8 million of stock-based compensation expense recorded for the Earn-Out Restricted Shares during the three and nine months ended September 30, 2022, respectively. Additionally, includes $3.0 million and $4.8 million of stock-based compensation expense recorded for the RSUs and $1.4 million and $2.4 million of stock-based compensation expense recorded for the PSUs during the three and nine months ended September 30, 2022, respectively. No income tax benefit was recognized for this compensation expense in the condensed consolidated statements of operations and comprehensive loss, as the Company does not anticipate realizing any such benefit in the near future. As of September 30, 2022, there was $45.8 million of total unrecognized stock-based compensation cost, of which $20.1 million is related to unvested RSUs, $10.2 million is related to unvested PSUs, $7.5 million is related to unvested RSAs, $7.0 million is related to unvested Earn-Out Restricted shares, and $1.0 million is related to unvested stock options, respectively, which the Company expects to recognize over an estimated weighted-average period of 2.5 years, 2.1 years, 2.5 years, 0.8 years, and 2.4 years, respectively. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 11. Stockholders’ Equity Common Stock On February 4, 2022, the Class A Common Stock and Warrants began trading on the New York Stock Exchange under the ticker symbols “SES” and “SES WS,” respectively. Pursuant to the Company’s certificate of incorporation, the Company is authorized to issue 2,100,000,000 shares of Class A Common Stock, par value $0.0001 per share and 200,000,000 shares of Class B Common Stock, par value $0.0001 per share. As of September 30, 2022, the Company had 305,891,287 and 43,881,251 shares of Class A Common Stock and Class B Common Stock issued outstanding Below is a reconciliation of shares of common stock issued and outstanding: September 30, 2022 Total shares of common stock legally issued and outstanding 349,772,538 Less: Shares subject to future vesting: Escrowed Earn-Out Shares (27,690,978) Sponsor Earn-Out Shares (5,520,000) Earn-Out Restricted Shares (1,952,336) RSAs (1,505,944) Total shares issued and outstanding 313,103,280 Prior to the Business Combination, Old SES had outstanding shares of Series A, Series B, Series C, Series C plus, Series D, and Series D plus redeemable convertible preferred stock. Upon the Closing, holders of these outstanding redeemable convertible preferred stock received shares of the Company’s common stock in an amount determined by application of the Exchange Ratio, as discussed in “Note 3 — Business Combination.” The rights of holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting. The holder of each share of Class A Common Stock is entitled to one vote, while the holder of each share of Class B Common Stock is entitled to ten votes. Each share of Class B Common Stock is convertible on a one-for-one basis into a share of Class A Common Stock at the holder’s option or otherwise automatically upon the occurrence of certain events, namely: (i) each share of Class B Common Stock that is transferred by SES Founder Group, or certain permitted transferee holders (“Qualified Holders”), will convert into a share of Class A Common Stock Common Stock Common Stock Holders collectively cease to beneficially own at least 20 percent of the number of shares of Class B Common Stock Common Stock Common Stock Common Stock Common Stock two-thirds Common Stock Common Stock Common Stock Class A Common Stock and Class B Common Stock are referred to as Common Stock throughout the notes to these financial statements, unless otherwise noted. Preferred Stock Pursuant to the Company’s certificate of incorporation, the Company is authorized to issue 20,000,000 shares of preferred stock having a par value of $0.0001 per share. The Company’s board of directors has the authority to issue preferred stock and to determine the rights, preferences, privileges, and restrictions, including voting rights of such preferred stock. As of September 30, 2022, no shares of the Company’s preferred stock were issued and outstanding . Dividends Common stock is entitled to dividends when and if declared by the Company’s board of directors, subject to the rights of all classes of stock outstanding having priority rights to dividends. The Company has not paid any cash dividends on common stock to date. The Company may retain future earnings, if any, for the further development and expansion of its business and has no current plans to pay cash dividends for the foreseeable future. Common Stock Warrants Prior to the Business Combination, Ivanhoe issued 9,200,000 Public Warrants and 5,013,333 Private Warrants. Prior to the Business Combination, Ivanhoe amended the terms of the Warrants, as discussed in “Significant Accounting Policies – Common Stock Warrants” in Note 2 – Basis of Presentation, resulting in the Warrants being classified as a component of stockholders’ equity. There is an effective registration statement and prospectus relating to the shares issuable upon exercise of the Warrants. Public Warrants Public Warrants have an exercise price of $11.50 and the Company may, in its sole discretion, reduce the exercise price of the Public Warrants to induce early exercise, provided that adequate notice is provided to warrant holders pursuant to the terms of the Warrant Agreement. The exercise price and number of shares of Class A Common Stock issuable upon exercise of the Warrants may also be adjusted in certain circumstances including in the event of a share dividend, recapitalization, reorganization, merger or consolidation. In no event is the Company required to net cash settle the Public Warrants. The Public Warrants became exercisable 30 days following the Business Combination and expire at the earliest of five years following the Business Combination, liquidation of the Company, or the date of redemption elected at our option provided that the value of the Class A Common Stock exceeds $18.00 per share. Under certain circumstances, the Company may elect to redeem the Public Warrants at a redemption price of $0.01 per Public Warrant at any time during the term of the Warrant in which the Class A Common Stock share trading price has been at least $18.00 per share for 20 trading days within the 30 trading-day period. If the Company elects to redeem the Warrants, it must notify the Public Warrant holders in advance, who would then have at least 30 days from the date of notification to exercise their respective Warrants. If any such Warrants are not exercised within that 30-day period, they will be redeemed pursuant to this provision. As of September 30, 2022, the Company had outstanding Public Warrants to purchase 9,199,947 shares of Class A Common Stock. Private Warrants The Private Warrants have similar terms to the Public Warrants, except that the Private Warrants are not redeemable. As of September 30, 2022, the Company had outstanding Private Warrants to purchase 5,013,333 shares of Class A Common Stock. The Company has the following shares of common stock available for future issuance on an as-if converted basis: September 30, 2022 December 31, 2021 Shares reserved for issuance under the SES AI Corporation 2021 Plan 32,639,849 — Shares reserved for issuance under the SES Holdings Pte. Ltd. 2021 Plan — 599,782 Common stock options outstanding 18,724,863 20,747,909 Public Warrants 9,199,947 — Private Warrants 5,013,333 — RSUs 2,755,058 — PSUs 2,116,942 — Redeemable convertible preferred stock — 213,960,286 RSAs — 2,261,880 Total common stock available for future issuance 70,449,992 237,569,857 |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Note 12. Net Income (Loss) Per Share Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted net loss per share is computed by dividing net income (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 income per share were as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except share and per share amounts) 2022 2021 2022 2021 Numerator: Net loss attributable to common stockholders - basic $ (24,328) $ (10,625) $ (42,346) $ (21,006) Denominator: Weighted average shares of common stock outstanding - basic and diluted 311,680,656 60,861,409 280,859,250 60,808,744 Net loss per share attributable to common stockholders - basic and diluted $ (0.08) $ (0.17) $ (0.15) $ (0.35) 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, 2022 2021 Escrowed Earn-Out Shares 27,690,978 — Options to purchase common stock 18,724,863 21,935,887 Public Warrants 9,199,947 — Sponsor Earn-Out Shares 5,520,000 — Private Warrants 5,013,333 — Unvested RSUs 2,755,058 — Unvested PSUs 2,116,942 — Earn-Out Restricted Shares 1,952,336 — Unvested RSAs 1,505,944 — Redeemable convertible preferred stock — 213,961,063 Total 74,479,401 235,896,950 |
Related-Party Transactions
Related-Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Note 13. Related-Party Transactions As of September 30, 2022 and December 31, 2021, General Motors Company and its affiliates (“GM”) were considered a related party due to their board representation and the board member’s employment position at GM, as well as GM holding more than 10% of the Company’s Class A Common Stock. In February 2021, the Company executed a JDA with GM Global Technology Operations LLC (“GM Technology”) and General Motors Holdings LLC (“GM Holdings”), to jointly Research and Develop (“R&D”) an A-Sample battery cell and build-out a prototype manufacturing line for GM Technology. GM Technology is an affiliate of GM Ventures and a subsidiary of GM Holdings, both stockholders of the Company. GM Holdings is also a subsidiary of GM. During the three and nine months ended September 30, 2022, the Company recorded $1.5 million and $5.0 million, respectively, pursuant to the terms of the JDA, as a credit to research and development expense in its condensed consolidated statement of operations and comprehensive income (loss). As of September 30, 2022, $2.0 million was outstanding as receivable from related party as disclosed in its condensed consolidated balance sheets. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 and are unaudited Accordingly, they do not include all information and footnotes required by U.S. GAAP for complete financial statements. The condensed consolidated balance sheet as of December 31, 2021 has been derived from the audited consolidated financial statements of Old SES at that date. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the full year or any other future interim or annual periods. The Company’s fiscal year ends on December 31. These unaudited condensed consolidated financial statements and accompanying notes should be read in conjunction with the audited consolidated financial statements and accompanying notes of Old SES as of and for the year ended December 31, 2021 . As a result of the Business Combination completed on February 3, 2022, prior period share and per share amounts presented in the accompanying condensed consolidated financial statements and these related notes have been retroactively converted. |
Reclassification of Prior Period Amounts | Reclassification of Prior Period Amounts Certain reclassifications have been made to prior period amounts to conform to the current period financial statement presentation. Restricted cash and deferred offering costs have been combined with other assets and accrued compensation has been combined with accrued expenses and other current liabilities on the condensed consolidated balance sheet. The impact of these changes was an increase of $6.2 million to other assets and an increase of $2.1 million to accrued expenses and other current liabilities at December 31, 2021. In addition, the Company reclassified the change in other assets to the change in prepaids expenses and other assets in the amount of $0.5 million and the change in accrued compensation to the change in accrued expenses and other liabilities in the amount of $0.8 million in the prior year statements of cash flows for the nine months ended September 30, 2021. There was no change to previously reported total assets, total liabilities, or net cash used in operating activities. |
Impact of Novel Coronavirus ("COVID-19") | Impact of Novel Coronavirus (“COVID-19”) COVID-19 has had, and continues to have, a significant impact around the world, including, but not limited to, an impact on general economic conditions, trade and financing markets, changes in customer behavior, and significant uncertainty in the overall continuity in business operations. COVID-19 has also disrupted the manufacturing, delivery and overall supply chain of manufacturers and suppliers of EVs and EV batteries. In particular, COVID-19 may cause an increase in costs resulting from the efforts of manufacturers of EVs or EV batteries to mitigate the effects of COVID-19 and delays in EV manufacturers’ schedules to full commercial production of EVs and disruptions to these supply chains, among other negative effects. Previous spikes in COVID-19 cases in Shanghai resulted in government-mandated temporary shutdowns at our Shanghai facility in April 2022, causing a delay of over a month in our development, testing and manufacturing efforts and in our product schedule and our ability to obtain materials from our suppliers in the affected area. The government-mandated shutdown was lifted on June 1, 2022 and the Shanghai facility has reopened. If our workforce is unable to work effectively, including due to illness, quarantines, government actions or other restrictions in connection with COVID-19, our operations will be adversely affected. We continue to monitor closely the impact of COVID-19 on all aspects of our business and geographies, including its impact on our employees, suppliers, business partners and potential distribution channels and customers. The extent to which the COVID-19 pandemic may continue to affect our business will depend on continued developments, such as the emergence of new variants and status of governmental measures to combat it, which are uncertain and cannot be predicted. Even as the effects of the COVID-19 pandemic have subsided, we may continue to suffer an adverse effect on our business due to possible longer-term global economic effects of COVID-19, including any economic recession. If the immediate or prolonged effects of the COVID-19 pandemic have a significant adverse impact on government finances, it would create uncertainty as to the continuing availability of incentives related to EV purchases and other governmental support programs. In addition, a recurrence of COVID-19 cases or an emergence of additional variants or strains could cause other widespread or more severe impacts depending on where infection rates are highest. |
Liquidity | Liquidity Historically, the Company’s principal sources of liquidity have been the proceeds from a series of financing transactions with investors that have provided the Company with the necessary cash and cash equivalents to support its research and development activities. On February 3, 2022, as a result of the aforementioned Business Combination and PIPE Financing (as defined below), the Company received $282.9 million in net proceeds as more fully described in “Note 3 — Business Combination”. Since inception, the Company has not achieved annual profitable operations or positive cash flows from operations, and it expects to incur losses in future periods. As of September 30, 2022, the Company had total cash, cash equivalents and restricted cash of $395.2 million and an accumulated deficit of $136.6 million. The Company’s ability to fund its ongoing efforts is dependent on its ability to continue to raise the necessary capital through future financing and capital transactions, on an as needed basis, as well as the success of the Company’s development and commercialization efforts and, ultimately, upon market acceptance of the Company’s products. These condensed consolidated financial statements have been prepared on a going concern basis. Management believes that the Company’s current cash and cash equivalents as of September 30, 2022 are adequate to meet its needs for the next twelve months from the issuance of these condensed consolidated financial statements. |
Use of estimates | Use of estimates The preparation of these condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the Company’s consolidated financial statements, as well as the revenues, if any, and expenses incurred during the reporting periods. Significant estimates include those related to the fair value of common stock prior to the Business Combination and other assumptions used to measure (i) stock-based compensation including certain restricted share awards with market conditions, (ii) term, volatility, risk-free interest rate and probability of change of control with respect to valuation of sponsor earn-out liability and (iii) valuation of deferred tax assets and uncertain income tax positions. 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 could differ materially from those estimates. |
Leases | Leases The Company determines if an arrangement includes a lease at inception. Lease arrangements generally have lease and non-lease components, which are accounted for separately. At the lease commencement date, the Company recognizes operating lease liabilities, equal to the present value of the lease payments, and operating lease assets, which represent the right to use the underlying asset for the lease term (the “ROU asset”). The Company assesses if it is reasonably certain to exercise lease options to extend or terminate the lease for inclusion or exclusion in the lease term when the Company measures the lease liability. As the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at lease commencement in determining the present value of lease payments. The Company’s incremental borrowing rate estimates a secured rate that reflects the term of the lease, the nature of the underlying asset and the economic environment. The Company excludes leases with an expected term of one year or less from recognition on the condensed consolidated balance sheet. Operating lease assets includes lease payments made prior to lease commencement and excludes lease incentives and initial direct costs incurred. Lease expense is recognized on a straight-line basis over the lease term. Variable lease expenses, including common area maintenance, insurance, and property tax, are expensed as incurred. See “Note 7 – Leases” for additional information about the Company’s leases. |
Sponsor Earn-Out Liability | Sponsor Earn-Out Liability On February 2, 2022, in connection with the Domestication, 6,900,000 of Ivanhoe’s Class B ordinary shares held by Ivanhoe Capital Sponsor LLC (the “Sponsor”) converted into an equal number of shares of duly authorized, validly issued, fully paid and nonassessable Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), of the Company. At Closing, these 6,900,000 shares of Class B Common Stock converted into an equal number of shares of duly authorized, validly issued, fully paid and nonassessable Class A common stock par value $0.0001 per share (the “Class A Common Stock”, and together with the Class B Common Stock, “Common Stock”), of the Company . ● 20% were subject to transfer restrictions until the date that was 180 days after the Closing (“Tranche 1”); ● 20% are subject to transfer restrictions until SES’s closing stock price equals or exceeds $12.00 for 20 out of 30 consecutive trading days following the date that is 150 days after the Closing (“Tranche 2”); ● 20% are subject to transfer restrictions until SES’s closing stock price equals or exceeds $14.00 for 20 out of 30 consecutive trading days following the date that is 150 days after the Closing (“Tranche 3”); ● 20% are subject to transfer restrictions until SES’s closing stock price equals or exceeds $16.00 for 20 out of 30 consecutive trading days following the date that is 150 days after the Closing (“Tranche 4”); and ● 20% are subject to transfer restrictions until SES’s closing stock price equals or exceeds $18.00 for 20 out of 30 consecutive trading days following the date that is 150 days after the Closing (“Tranche 5”). If there is a change in control of SES at a per share value of greater than $18.00 , then 100% of the Sponsor Shares will be released from these transfer restrictions; however if the per share value is less than $18.00 upon a change in control, then the Sponsor Shares will be released pro rata based on the per share value of the change in control and the stock price thresholds for release specified above. Any Sponsor Shares not released will be forfeited and cancelled. The Sponsor Earn-Out Shares in Tranche 1 are accounted for as equity instruments because they are legally owned by the Sponsor, cannot be forfeited and were subject only to transfer restrictions that lapsed 180 days after the Closing Date, which occurred on August 2, 2022, and as such meet the equity classification criteria in accordance with ASC 505, Equity . |
Earn-Out Shares | Earn-Out Shares In connection with the Business Combination, holders of Old SES common stock, redeemable convertible preferred stock, options and restricted shares received 29,999,947 shares of Common Stock, including (i) 23,691,182 shares of Class A Common Stock (the Shares”) issued for the benefit of the former holders of Old SES common and redeemable convertible preferred stock; (ii) 2,308,969 shares of restricted Class A Common Stock (the Restricted Shares”) issued to Old SES option holders and recipients of Old SES restricted shares; and (iii) 3,999,796 shares of Class B Common Stock (“Founder Shares”) issued to the CEO and certain entities affiliated with the CEO (the “SES Founder Group”). The Shares and the Founder Shares (collectively, the “Escrowed Shares”) were placed into escrow at the Closing and shall vest on the date that the closing price of shares of Class A Common Stock is equal to or greater than $18.00 during the period beginning on the date that is one year following the Closing and ending on the date that is five years following the Closing. The Restricted Shares are subject to vesting based on the same terms as the Escrowed Shares and are also subject to forfeiture if such recipient’s service with the Company terminates prior to vesting. If, during the earn-out period of five years , there is a change in control transaction at a per share price of greater than or equal to $18.00 per share, then all 29,999,947 earn-out shares will vest immediately prior to the consummation of such change in control. The to be released upon achievement of the vesting condition are classified as equity instruments and recorded at fair value in stockholders’ equity as vesting is indexed to the common stock of the Company. The Earn-Out Restricted Shares are accounted for as equity awards issued to employees subject to time and market vesting conditions. |
Common Stock Warrants | Common Stock Warrants Prior to the Business Combination, Ivanhoe had issued 9,200,000 public warrants (“Public Warrants”) and 5,013,333 private placement warrants (“Private Warrants” and collectively with the Public Warrants, the “Warrants”) which were assumed by the Company at Closing. On February 1, 2022, prior to Closing, the Ivanhoe warrant holders approved certain amendments to the terms of the Warrants such that the Warrants met the derivative scope exception for contracts in the Company’s own stock and were recorded in stockholders’ equity. Prior to the amendment, the Warrants were accounted for as derivative liabilities measured at fair value, with changes in fair value recorded in the consolidated statement of operations and comprehensive loss at each reporting period. Each whole Warrant entitles the registered holder to purchase one share of Class A Common Stock at a price of $11.50 per share. Pursuant to the Warrant agreement, a Warrant holder may exercise its Warrants only for a whole number of shares of Class A Common Stock. This means only a whole Warrant may be exercised at a given time by a warrant holder. The amendments, among other things, include the following: (i) amendments to the rights specific to the Private Warrants such that (a) the rights specific to Private Warrants are retained by the holder thereof regardless of such holder’s identity, (b) the Private Warrants are no longer subject to redemption by the Company when such warrants are trading at a price equal to or in excess of $10.00 per share but less than $18.00 per share and (c) the Private Warrants are no longer generally exercisable on a “cashless basis”; (ii) eliminates the Company’s ability to redeem any Public Warrants unless the Class A Common Stock is trading at a price equal to or in excess of $18.00 per share; and (iii) removes certain language related to the treatment of Warrants in the event of a tender offer for the shares underlying such Warrants. Subsequent to the Closing, the Company registered 14,213,280 shares of Class A Common Stock issuable upon the exercise of the Warrants |
Stock-Based Compensation | Stock-Based Compensation The Company measures compensation expense for all stock-based awards made to employees, directors, and non-employees, including stock options and restricted share awards based on estimated fair values as of the grant date. Awards with only service vesting conditions: The fair value of stock options granted is estimated using the Black-Scholes option valuation model, which requires the Company to make assumptions and judgments about the variables used in the calculation, including the fair value of the underlying common stock, the expected term of the stock option (weighted-average period of time that the options granted are expected to be outstanding), the expected volatility of the price of the Company’s common stock, the expected risk-free interest rate and the expected dividend yield of the Company’s common stock. The fair value of restricted share awards (“RSAs”) and restricted stock units (“RSUs”) are determined based upon the fair value of the underlying common stock at the date of grant. The Company expenses stock-based compensation using the straight-line method over the requisite service period of all awards, which generally is the same as the vesting term. The Company accounts for forfeitures when they occur. Changes in the assumptions can materially affect the fair value and ultimately how much stock-based compensation expense is recognized. These inputs are subjective and generally require significant analysis and judgment to develop. Awards with service vesting and market conditions: In connection with the Business Combination, Old SES option holders and Old SES restricted shareholders received 2,308,969 Restricted Shares. In addition, under the SES AI Corporation 2021 Incentive Award Plan, we are authorized to issue equity incentive awards in the form of performance compensation awards (“PSUs”). The Earn-Out Restricted Shares are accounted for as a single tranche equity award issued to employees subject to time and market vesting conditions, while the PSUs are subject to service and market vesting conditions. The market vesting conditions are based on the Company’s stock price. The estimated fair value of the Earn-Out Restricted Shares and PSUs are determined using the Monte Carlo simulation model and the effect of the market vesting condition is reflected in the grant date fair value of the award. Monte Carlo simulations are a class of computational algorithms that rely on repeated random sampling to compute their results. This approach allows the calculation of the value of such equity awards based on a large number of possible stock price path scenarios. The Company expenses stock-based compensation using the straight-line method over the requisite service period of all awards, which is 1.45 years for the Earn-Out Restricted Shares and generally 2 to 3 years for the PSUs, irrespective of whether the market vesting condition is satisfied. The Company accounts for forfeitures when they occur. Changes in the assumptions can materially affect the fair value and ultimately how much stock-based compensation expense is recognized. These inputs are subjective and generally require significant analysis and judgment to develop. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Upon recapitalization, net loss per share calculations for all periods prior to the Business Combination have been retrospectively restated to the equivalent number of shares reflecting the Exchange Ratio established in the Business Combination, including the issuance of Class A Common Stock and Class B Common Stock to Old SES common stockholders. Under the method, the net loss attributable to common stockholders was not allocated to the redeemable convertible preferred stock as the holders of its redeemable convertible preferred stock do not have a contractual obligation to share in the Company’s losses. Basic net income or loss per share attributable to Class A Common Stock and Class B Common Stock stockholders is computed by dividing the net income or loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. stock, Warrants, Sponsor Earn-Out Shares, Escrowed Earn-Out Shares, Earn-Out Restricted Shares, stock options, RSAs , RSUs, and PSUs, as more fully described in “Note 12 |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standard Board (the “FASB”) issued ASU No. 2016-02, Leases (Topic 842) Topic 842 also requires additional disclosures about leasing arrangements related to discount rates, lease terms, and the amount, timing, and uncertainty of cash flows arising from leases. Topic 842 is effective for financial statements issued for fiscal years beginning after December 15, 2021. The Company adopted this guidance on January 1, 2022 utilizing the modified retrospective The adoption of Topic 842 on January 1, 2022 resulted in the Company’s recognition of ROU assets of approximately $11.9 million, adjusted for deferred rent and lease incentives as of the adoption date, and lease liabilities for operating leases of approximately $12.6 million on the Company’s condensed consolidated balance sheets, with no material impact to the condensed consolidated statements of operations and cash flows. In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832), Disclosures by Business Entities About Government Assistance , which requires entities to provide disclosures on material government transactions for annual reporting periods. The Company has reviewed all other accounting pronouncements issued during the three months ended September 30, 2022 and concluded they were either not applicable or not expected to have a material impact on the Company’s condensed consolidated financial statements . |
Business Combination (Tables)
Business Combination (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Business Combination schedule | The following table reconciles the elements of the Business Combination to the condensed consolidated statement of cash flows and the condensed consolidated statements of redeemable convertible preferred stock and stockholders’ equity as of the date of closing: (in thousands) Cash - Ivanhoe's trust and cash, net of redemptions $ 51,590 Cash - PIPE Financing 274,500 Less: Non-Transaction costs relating to Ivanhoe in conjunction with Closing (13,149) Less: Transaction costs and advisory fees paid (26,972) Net proceeds from Business Combination and PIPE Financing at Closing 285,969 Less: Transaction costs paid post Closing (3,029) Financing cash inflow from Business Combination and PIPE Financing 282,940 Add: Transaction costs expensed relating to liabilities assumed upon the Business Combination 4,649 Less: Transactions costs paid on or before December 31, 2021 (3,334) Less: Sponsor Earn-Out liability (36,393) Less: Liabilities assumed from Ivanhoe (387) Less: Accrued transaction costs (12,954) Net contributions from Business Combination and PIPE Financing $ 234,521 The number of shares of common stock issued immediately following the consummation of the Business Combination: Number of Shares Ivanhoe Class A common stock, outstanding prior to Business Combination 27,600,000 Less: Redemption of Ivanhoe Class A common stock (22,455,850) Ivanhoe Class A common stock, net of redemptions 5,144,150 Ivanhoe Class B ordinary shares, converted to Class A Common Stock upon Closing 6,900,000 Total Ivanhoe Class A Common Stock 12,044,150 PIPE Investors — Class A Common Stock 27,450,000 Old SES common and preferred shares (other than SES Founder Group) converted to Class A Common Stock 236,221,766 Old SES Restricted Shares converted to restricted shares of Class A Common Stock 2,273,727 SES Founder Group shares of common stock converted to shares of Class B Common Stock 39,881,455 Founder Earn-Out Shares (Class B Common Stock) 3,999,796 Earn-Out Shares (Class A Common Stock) 23,691,182 Earn-Out Restricted Shares (Class A Common Stock) 2,308,969 Total 347,871,045 Less: Shares of Old SES outstanding prior to Business Combination and PIPE Financing (276,103,221) Business Combination and PIPE Financing Shares 71,767,824 |
Sponsor Earn-Out Liability (Tab
Sponsor Earn-Out Liability (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Contingent Liability [Abstract] | |
Schedule of key inputs into the Monte Carlo simulation model for the Sponsor Earn-Out liability | September 30, 2022 February 3, 2022 (Closing Date) Stock price $ 4.88 $ 7.68 Expected volatility 82.0% 81.0% Risk free rate 4.05% 1.63% Contractual term (in years) 4.3 5.0 Expected dividends 0% 0% |
Schedule of the reconciliation of the Sponsor Earn-Out liability | (in thousands) Balance as of December 31, 2021 $ — Additions during the period 36,393 Change in fair value (16,400) Balance as of September 30, 2022 $ 19,993 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Schedule of maturity of lease liabilities under operating leases | Years Ending December 31, (in thousands) 2022 (remaining) $ 313 2023 2,627 2024 2,673 2025 2,731 2026 2,044 Thereafter 4,516 Total future minimum lease payments 14,904 Less: imputed interest (3,022) Total future minimum lease payments $ 11,882 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Estimated grant date fair values under Black-Scholes option-pricing models assumptions | February 3, 2022 (Closing Date) Expected stock price $ 7.68 Expected volatility 81.0% Risk-free rate 1.63% Expected term (in years) 5.0 |
Summary of stock based compensation | Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2022 2021 2022 2021 Research and development $ 2,417 $ 34 $ 4,678 $ 246 General and administrative 4,797 2,753 11,269 2,884 Total stock-based compensation (1) $ 7,214 $ 2,787 $ 15,947 $ 3,130 (1) Includes $2.2 million and $5.8 million of stock-based compensation expense recorded for the Earn-Out Restricted Shares during the three and nine months ended September 30, 2022, respectively. Additionally, includes $3.0 million and $4.8 million of stock-based compensation expense recorded for the RSUs and $1.4 million and $2.4 million of stock-based compensation expense recorded for the PSUs during the three and nine months ended September 30, 2022, respectively. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of the reconciliation of shares of common stock issued and outstanding | September 30, 2022 Total shares of common stock legally issued and outstanding 349,772,538 Less: Shares subject to future vesting: Escrowed Earn-Out Shares (27,690,978) Sponsor Earn-Out Shares (5,520,000) Earn-Out Restricted Shares (1,952,336) RSAs (1,505,944) Total shares issued and outstanding 313,103,280 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Calculation of basic and diluted net loss per share | Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except share and per share amounts) 2022 2021 2022 2021 Numerator: Net loss attributable to common stockholders - basic $ (24,328) $ (10,625) $ (42,346) $ (21,006) Denominator: Weighted average shares of common stock outstanding - basic and diluted 311,680,656 60,861,409 280,859,250 60,808,744 Net loss per share attributable to common stockholders - basic and diluted $ (0.08) $ (0.17) $ (0.15) $ (0.35) |
Schedule of potentially dilutive securities | As of September 30, 2022 2021 Escrowed Earn-Out Shares 27,690,978 — Options to purchase common stock 18,724,863 21,935,887 Public Warrants 9,199,947 — Sponsor Earn-Out Shares 5,520,000 — Private Warrants 5,013,333 — Unvested RSUs 2,755,058 — Unvested PSUs 2,116,942 — Earn-Out Restricted Shares 1,952,336 — Unvested RSAs 1,505,944 — Redeemable convertible preferred stock — 213,961,063 Total 74,479,401 235,896,950 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies - Reclassification of Prior Period Amounts (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Reclassification [Line Items] | |||
Other assets | $ 2,783 | $ 9,263 | |
Accrued expenses and other current liabilities | 10,869 | 6,273 | |
Prepaid expenses and other assets | 3,401 | $ 1,068 | |
Accrued expenses and other liabilities | $ 2,002 | 1,203 | |
Revision of Prior Period, Reclassification, Adjustment [Member] | |||
Reclassification [Line Items] | |||
Other assets | 6,200 | ||
Accrued expenses and other current liabilities | $ 2,100 | ||
Prepaid expenses and other assets | 500 | ||
Accrued expenses and other liabilities | $ 800 |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies - Liquidity (Details) - USD ($) $ in Thousands | 9 Months Ended | ||||
Feb. 03, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||||
Proceeds from Business Combination and PIPE Financing, net of issuance costs | $ 282,900 | $ 282,940 | |||
Cash, cash equivalents, and restricted cash | 395,153 | $ 161,044 | $ 30,640 | $ 2,728 | |
Accumulated deficit | $ (136,639) | $ (94,293) |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies - Sponsor Earn-Out Liability - General Information (Details) | Feb. 02, 2022 $ / shares shares |
Accounting Policies [Abstract] | |
Sponsor Earn-Out Shares, shares issued (in shares) | shares | 6,900,000 |
Sponsor Earn-Out Shares, par value (in dollars per shares) | $ / shares | $ 0.0001 |
Basis of Presentation and Sig_4
Basis of Presentation and Significant Accounting Policies - Sponsor Earn-Out Liability - Transfer Restrictions and Forfeiture Terms (Details) | Feb. 02, 2022 D $ / shares |
Accounting Policies [Abstract] | |
Sponsor Earn-Out Shares, transfer restrictions, Tranche 1, percentage of total shares (as a percent) | 20% |
Sponsor Earn-Out Shares, transfer restrictions, Tranche 1, term from closing | 180 days |
Sponsor Earn-Out Shares, transfer restrictions, Tranche 2, percentage of total shares (as a percent) | 20% |
Sponsor Earn-Out Shares, transfer restrictions, Tranche 2, minimum share price to exceed (in dollars per share) | $ / shares | $ 12 |
Sponsor Earn-Out Shares, transfer restrictions, Tranche 2, minimum share price to exceed, trading days (in days) | 20 |
Sponsor Earn-Out Shares, transfer restrictions, Tranche 2, minimum share price to exceed, trading day period (in days) | 30 |
Sponsor Earn-Out Shares, transfer restrictions, Tranche 2, term from closing | 150 days |
Sponsor Earn-Out Shares, transfer restrictions, Tranche 3, percentage of total shares (as a percent) | 20% |
Sponsor Earn-Out Shares, transfer restrictions, Tranche 3, minimum share price to exceed (in dollars per share) | $ / shares | $ 14 |
Sponsor Earn-Out Shares, transfer restrictions, Tranche 3, minimum share price to exceed, trading days (in days) | 20 |
Sponsor Earn-Out Shares, transfer restrictions, Tranche 3, minimum share price to exceed, trading days (in days) | 30 |
Sponsor Earn-Out Shares, transfer restrictions, Tranche 3, term from closing | 150 days |
Sponsor Earn-Out Shares, transfer restrictions, Tranche 4, percentage of total shares (as a percent) | 20% |
Sponsor Earn-Out Shares, transfer restrictions, Tranche 4, minimum share price to exceed (in dollars per share) | $ / shares | $ 16 |
Sponsor Earn-Out Shares, transfer restrictions, Tranche 4, minimum share price to exceed, trading days (in days) | 20 |
Sponsor Earn-Out Shares, transfer restrictions, Tranche 4, minimum share price to exceed, trading days (in days) | 30 |
Sponsor Earn-Out Shares, transfer restrictions, Tranche 4, term from closing | 150 days |
Sponsor Earn-Out Shares, transfer restrictions, Tranche 5, percentage of total shares (as a percent) | 20% |
Sponsor Earn-Out Shares, transfer restrictions, Tranche 5, minimum share price to exceed (in dollars per share) | $ / shares | $ 18 |
Sponsor Earn-Out Shares, transfer restrictions, Tranche 5, minimum share price to exceed, trading days (in days) | 20 |
Sponsor Earn-Out Shares, transfer restrictions, Tranche 5, minimum share price to exceed, trading days (in days) | 30 |
Sponsor Earn-Out Shares, transfer restrictions, Tranche 5, term from closing | 150 days |
Sponsor Earn-Out Shares, transfer restrictions, change of control, shares released from transfer restrictions, minimum share price to exceed (in dollars per share) | $ / shares | $ 18 |
Sponsor Earn-Out Shares, transfer restrictions, change of control, shares released from transfer restrictions, percentage of shares (as a percent) | 100% |
Sponsor Earn-Out Shares, transfer restrictions, change of control, shares released from transfer restrictions, pro rata, maximum share price not to exceed (in dollars per share) | $ / shares | $ 18 |
Basis of Presentation and Sig_5
Basis of Presentation and Significant Accounting Policies - Sponsor Earn-Out Liability - Fair Value (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Feb. 03, 2022 | |
Derivative, Gain (Loss) on Derivative, Net [Abstract] | |||
Change of fair value of Sponsor Earn-Out liability, net | $ (4,870) | $ 16,400 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Financial Liabilities Fair Value Disclosure [Abstract] | |||
Sponsor Earn-Out liability | $ 20,000 | $ 20,000 | $ 36,400 |
Basis of Presentation and Sig_6
Basis of Presentation and Significant Accounting Policies - Earn-Out Shares (Details) | Feb. 02, 2022 $ / shares shares |
Accounting Policies [Abstract] | |
Total Earn-Out Shares, shares issued (in shares) | 29,999,947 |
Earn-Out Shares, shares issued (in shares) | 23,691,182 |
Earn-Out Restricted Shares, shares issued (in shares) | 2,308,969 |
Founder Earn-Out Shares, shares issued (in shares) | 3,999,796 |
Escrowed Earn-Out Shares, vesting, minimum closing share price (in dollars per share) | $ / shares | $ 18 |
Escrowed Earn-Out Shares, vesting, minimum closing share price, period begins following closing | 1 year |
Escrowed Earn-Out Shares, vesting, minimum closing share price, period ends following closing | 5 years |
Earn-Out Restricted Shares, vesting, change in control, minimum share price, Earn-Out period | 5 years |
Earn-Out Restricted Shares, vesting, change in control, minimum share price (in dollars per share) | $ / shares | $ 18 |
Earn-Out Restricted Shares, vesting, change in control, minimum share price, shares to vest immediately (in shares) | 29,999,947 |
Basis of Presentation and Sig_7
Basis of Presentation and Significant Accounting Policies - Common Stock Warrants (Details) - $ / shares | Sep. 30, 2022 | Feb. 02, 2022 | Feb. 01, 2022 | Dec. 31, 2021 | Jan. 31, 2021 |
Class of Warrant or Right [Line Items] | |||||
Common stock available for future issuance (in shares) | 70,449,992 | 237,569,857 | |||
Common Stock Warrants [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Number of securities called by each warrant (in shares) | 1 | ||||
Exercise price of warrants (in dollars per share) | $ 11.50 | ||||
Common stock available for future issuance (in shares) | 14,213,280 | ||||
Common Stock Warrants, Public Warrants [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Number of securities called by warrants (in shares) | 9,200,000 | ||||
Exercise price of warrants (in dollars per share) | $ 11.50 | ||||
Warrants, redemption, Company option, minimum share price to exceed (in dollars per share) | $ 18 | ||||
Common stock available for future issuance (in shares) | 9,199,947 | ||||
Common Stock Warrants, Private Warrants [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Number of securities called by warrants (in shares) | 5,013,333 | ||||
Warrants, redemption, Company option, share price, low end of range (in dollars per share) | 10 | ||||
Warrants, redemption, Company option, share price, high end of range (in dollars per share) | $ 18 | ||||
Common stock available for future issuance (in shares) | 5,013,333 |
Basis of Presentation and Sig_8
Basis of Presentation and Significant Accounting Policies - Stock-Based Compensation (Details) - shares | 9 Months Ended | |
Feb. 02, 2022 | Sep. 30, 2022 | |
Earn-out Shares, Earn-out Restricted Shares [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Awards outstanding (in shares) | 2,308,969 | |
Requisite service period | 1 year 5 months 12 days | |
Performance Shares [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Requisite service period | 2 years | |
Performance Shares [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Requisite service period | 3 years |
Basis of Presentation and Sig_9
Basis of Presentation and Significant Accounting Policies - Recent Accounting Pronouncements (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Standards Update 2016-02 [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Change in Accounting Principle, Accounting Standards Update, Adopted | true |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 01, 2022 |
Change in Accounting Principle, Accounting Standards Update, Transition Option Elected | us-gaap:AccountingStandardsUpdate201602CumulativeEffectPeriodOfAdoptionMember |
Accounting Standards Update 2021-10 [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Change in Accounting Principle, Accounting Standards Update, Adopted | true |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 01, 2022 |
Basis of Presentation and Si_10
Basis of Presentation and Significant Accounting Policies - Leases (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Lessee Disclosure [Abstract] | |
Lease, Practical Expedients, Package | true |
Lease, Practical Expedient, Lessor Single Lease Component | true |
Business Combination - General
Business Combination - General Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 8 Months Ended | 9 Months Ended | ||
Feb. 03, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Feb. 02, 2022 | |
Business Acquisition [Line Items] | |||||
Sponsor Earn-Out Shares, shares issued (in shares) | 6,900,000 | ||||
Earn-Out Shares, shares issued (in shares) | 29,999,947 | ||||
Release of accrued transaction costs related to Business Combination and PIPE Financing | $ 6,174 | ||||
Ivanhoe Capital Acquisition Corp., Reverse Recapitalization [Member] | |||||
Business Acquisition [Line Items] | |||||
Gross proceeds | $ 326,100 | ||||
Cash - Ivanhoe's trust and cash, net of redemptions | 51,600 | $ 51,590 | |||
Cash - PIPE Financing | $ 274,500 | $ 274,500 | |||
Price per share (in dollars per share) | $ 10 | ||||
Transaction costs incurred | $ 46,300 | ||||
Transaction costs incurred recorded to additional paid-in capital as a reduction of proceeds | 41,600 | ||||
Transaction costs expensed | $ 4,700 | ||||
Release of accrued transaction costs related to Business Combination and PIPE Financing | $ 6,200 |
Business Combination - Reconcil
Business Combination - Reconciliation to Consolidated Statement of Cash Flows (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Feb. 03, 2022 | Sep. 30, 2022 | |
Business Acquisition [Line Items] | ||
Financing cash inflow from Business Combination and PIPE Financing | $ 282,900 | $ 282,940 |
Ivanhoe Capital Acquisition Corp., Reverse Recapitalization [Member] | ||
Business Acquisition [Line Items] | ||
Cash - Ivanhoe's trust and cash, net of redemptions | 51,600 | 51,590 |
Cash - PIPE Financing | $ 274,500 | 274,500 |
Less: Non-Transaction costs relating to Ivanhoe in conjunction with Closing | (13,149) | |
Less: Transaction costs and advisory fees paid | (26,972) | |
Net proceeds from Business Combination and PIPE Financing at Closing | 285,969 | |
Less: Transaction costs paid post Closing | (3,029) | |
Financing cash inflow from Business Combination and PIPE Financing | $ 282,940 |
Business Combination - Reconc_2
Business Combination - Reconciliation to Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Mar. 31, 2022 | Sep. 30, 2022 | |
Business Acquisition [Line Items] | ||
Net contributions from Business Combination and PIPE Financing | $ 234,521 | |
Ivanhoe Capital Acquisition Corp., Reverse Recapitalization [Member] | ||
Business Acquisition [Line Items] | ||
Financing cash inflow from Business Combination and PIPE Financing | $ 282,940 | |
Add: Transaction costs expensed relating to liabilities assumed upon the Business Combination | 4,649 | |
Less: Transactions costs paid on or before December 31, 2021 | (3,334) | |
Less: Sponsor Earn-Out Liability | (36,393) | |
Less: Liabilities assumed from Ivanhoe | (387) | |
Less: Accrued transaction costs | (12,954) | |
Net contributions from Business Combination and PIPE Financing | $ 234,521 |
Business Combination - Common S
Business Combination - Common Stock Issued (Details) - Ivanhoe Capital Acquisition Corp., Reverse Recapitalization [Member] | 9 Months Ended |
Sep. 30, 2022 shares | |
Business Acquisition [Line Items] | |
Ivanhoe Class A common stock, outstanding prior to Business Combination (in shares) | 27,600,000 |
Less: Redemption of Ivanhoe Class A common stock (in shares) | (22,455,850) |
Ivanhoe Class A common stock, net of redemptions (in shares) | 5,144,150 |
Ivanhoe Class B ordinary shares, converted to Class A Common Stock upon Closing (in shares) | 6,900,000 |
Total Ivanhoe Class A Common Stock (in shares) | 12,044,150 |
PIPE Investors - Class A Common Stock (in shares) | 27,450,000 |
Old SES common and preferred shares (other than SES Founder Group) converted to Class A Common Stock (in shares) | 236,221,766 |
Old SES Restricted Shares converted to restricted shares of Class A Common Stock (in shares) | 2,273,727 |
SES Founder Group shares of common stock converted to shares of Class B Common Stock (in shares) | 39,881,455 |
Founder Earn-Out Shares (Class B Common Stock) (in shares) | 3,999,796 |
Earn-Out Shares (Class A Common Stock) (in shares) | 23,691,182 |
Earn-Out Restricted Shares (Class A Common Stock) (in shares) | 2,308,969 |
Total (in shares) | 347,871,045 |
Less: Shares of Old SES outstanding prior to Business Combination and PIPE Financing (in shares) | (276,103,221) |
Business Combination and PIPE Financing Shares (in shares) | 71,767,824 |
Cash and Cash Equivalents (Deta
Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||||
Cash | $ 23,474 | $ 157,483 | ||
Money market funds | 371,190 | 3,014 | ||
Total cash and cash equivalents | 394,664 | 160,497 | ||
Restricted cash included in prepaid expenses and other current assets and other assets | 489 | 547 | ||
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows | $ 395,153 | $ 161,044 | $ 30,640 | $ 2,728 |
Restricted Cash and Cash Equivalents, Statement of Financial Position | Other assets, Prepaid expenses and other current assets | Other assets, Prepaid expenses and other current assets |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accruals for construction of property and equipment | $ 4,348 | $ 71 |
Accrued professional services | 2,039 | 1,099 |
Income taxes payable | 509 | 226 |
Advance payments received under joint development agreements | 136 | 1,978 |
Other | 3,837 | 2,899 |
Accrued expenses and other current liabilities | $ 10,869 | $ 6,273 |
Sponsor Earn-Out Liability - Ke
Sponsor Earn-Out Liability - Key Inputs (Details) | Sep. 30, 2022 $ / shares Y | Feb. 03, 2022 $ / shares Y |
Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Sponsor earn-out liability, measurement input | $ / shares | 4.88 | 7.68 |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Sponsor earn-out liability, measurement input | 0.820 | 0.810 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Sponsor earn-out liability, measurement input | 0.0405 | 0.0163 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Sponsor earn-out liability, measurement input | Y | 4.3 | 5 |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Sponsor earn-out liability, measurement input | 0 | 0 |
Sponsor Earn-Out Liability - Re
Sponsor Earn-Out Liability - Reconciliation (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning Balance | $ 0 |
Additions during the period | 36,393 |
Change in fair value | (16,400) |
Ending Balance | $ 19,993 |
Sponsor Earn-Out Liability - Tr
Sponsor Earn-Out Liability - Transfers (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Contingent Liability [Abstract] | ||
Transfers between fair value hierarchy levels | $ 0 | $ 0 |
Leases - General Information (D
Leases - General Information (Details) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Oct. 31, 2022 USD ($) ft² | |
Boston Facility, Additional Space [Member] | Subsequent Event [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Area of real estate property | ft² | 5,000 | |
Lessee, operating lease, term of contract | 8 years | |
Lessee, operating lease, base rent, term | $ | $ 1.5 | |
Certain Operating Leases, Escalating Rental Payments, Leases with Option to Extend [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Lessee, operating lease, existence of option to extend | true | |
Lessee, operating lease, renewal term | 5 years | |
Certain Operating Leases, Escalating Rental Payments, Leases with Options to Terminate Lease at Certain Times within Lease Term [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Lessee, operating lease, existence of option to terminate | true |
Leases - Operating Lease Cost (
Leases - Operating Lease Cost (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Lease, Cost [Abstract] | ||||
Operating lease cost | $ 0.6 | $ 0.5 | $ 1.7 | $ 1.2 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Cash Flow, Operating Activities, Lessee [Abstract] | |
Cash paid for amounts included in the measurement of lease liabilities | $ 2 |
Leases - Maturity of Lease Liab
Leases - Maturity of Lease Liabilities under Operating Leases (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
2022 (remaining) | $ 313 |
2023 | 2,627 |
2024 | 2,673 |
2025 | 2,731 |
2026 | 2,044 |
Thereafter | 4,516 |
Total future lease payments | $ 14,904 |
Leases - Gross Difference (Deta
Leases - Gross Difference (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jan. 01, 2022 |
Operating Lease Liabilities, Gross Difference, Amount [Abstract] | ||
Total future lease payments | $ 14,904 | |
Less: imputed interest | (3,022) | |
Lease liabilities | $ 11,882 | $ 12,600 |
Leases - Additional Information
Leases - Additional Information (Details) | Sep. 30, 2022 |
Lessee Disclosure [Abstract] | |
Operating leases, weighted average remaining lease term | 6 years 7 months 6 days |
Operating leases, weighted average discount rate | 6.20% |
Commitments and Contingencies -
Commitments and Contingencies - Commitments - Joint Development Agreements (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Joint Development Agreements, period, low end of range | 2 years |
Joint Development Agreements, period, high end of range | 3 years |
Joint Development Agreements, expenditures related to engineering efforts and purchases of related equipment, maximum | $ 50 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||||
Effective tax rate (as a percent) | (0.50%) | (0.04%) | (0.74%) | (0.12%) |
Federal statutory income tax rate (as a percent) | 21% | 21% | 21% | 21% |
Stock-Based Compensation - Gene
Stock-Based Compensation - General Information (Details) - shares | 9 Months Ended | ||
Mar. 30, 2021 | Sep. 30, 2022 | Feb. 02, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options outstanding (in shares) | 20,748,976 | ||
Share Incentive Plan 2018 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Increase in total shares reserved for future issuance (in shares) | 486,975 | ||
SES AI Corporation 2021 Plan [Member] | Share-Based Payment Arrangement, Tranche One [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting (as a percent) | 25% | ||
Vesting period | 1 year | ||
SES AI Corporation 2021 Plan [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting (as a percent) | 2.08333% | ||
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards outstanding (in shares) | 2,273,727 | ||
Share-Based Payment Arrangement, Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration period | 10 years |
Stock-Based Compensation - SES
Stock-Based Compensation - SES AI Corporation 2021 Plan (Details) - shares | 9 Months Ended | ||
Sep. 30, 2022 | Feb. 02, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock available for future issuance (in shares) | 70,449,992 | 237,569,857 | |
Performance Shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock available for future issuance (in shares) | 2,116,942 | ||
Grants (in shares) | 2,116,942 | ||
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock available for future issuance (in shares) | 2,755,058 | ||
Grants (in shares) | 2,920,755 | ||
SES AI Corporation 2021 Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock available for future issuance (in shares) | 32,639,849 | 36,862,002 | |
Automatic annual increases, term | 10 years | ||
Automatic annual increases, percentage of total shares outstanding (as a percent) | 2% |
Stock-Based Compensation - Earn
Stock-Based Compensation - Earn-Out Restricted Shares - General Information (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 02, 2022 | Sep. 30, 2022 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Escrowed Earn-Out Shares, vesting, minimum closing share price (in dollars per share) | $ 18 | |
Escrowed Earn-Out Shares, vesting, minimum closing share price, period begins following closing | 1 year | |
Escrowed Earn-Out Shares, vesting, minimum closing share price, period ends following closing | 5 years | |
Earn-out Shares, Earn-out Restricted Shares [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Awards outstanding (in shares) | 2,308,969 | |
Aggregate grant date fair value | $ 15.8 |
Stock-Based Compensation - Ea_2
Stock-Based Compensation - Earn-Out Restricted Shares - Valuation Assumptions - Tabular Disclosure (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |
Share price (in dollars per share) | $ 7.68 |
Expected volatility (as a percent) | 81% |
Risk free rate (as a percent) | 1.63% |
Expected term | 5 years |
Stock-Based Compensation - Ea_3
Stock-Based Compensation - Earn-Out Restricted Shares - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 7,214 | $ 2,787 | $ 15,947 | $ 3,130 |
Earn-out Shares, Earn-out Restricted Shares [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 2,200 | $ 5,800 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-based Compensation Expense - Tabular Disclosure (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | $ 7,214 | $ 2,787 | $ 15,947 | $ 3,130 |
Research and Development Expense [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | 2,417 | 34 | 4,678 | 246 |
General and Administrative Expense [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | $ 4,797 | $ 2,753 | $ 11,269 | $ 2,884 |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock-based Compensation Expense - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | $ 7,214 | $ 2,787 | $ 15,947 | $ 3,130 |
Earn-out Shares, Earn-out Restricted Shares [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | 2,200 | 5,800 | ||
Restricted Stock Units (RSUs) [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | 3,000 | 4,800 | ||
Performance Shares [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | $ 1,400 | $ 2,400 |
Stock-Based Compensation - Unre
Stock-Based Compensation - Unrecognized Stock-based Compensation Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-Based Payment Arrangement, Additional Disclosure [Abstract] | ||||
Income tax benefit | $ 0 | $ 0 | $ 0 | $ 0 |
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount [Abstract] | ||||
Total unrecognized stock-based compensation cost | 45,800 | 45,800 | ||
Unrecognized stock-based compensation cost, options | 1,000 | 1,000 | ||
Restricted Stock Units (RSUs) [Member] | ||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount [Abstract] | ||||
Unrecognized stock-based compensation cost, other than options | 20,100 | $ 20,100 | ||
Weighted average period | 2 years 6 months | |||
Performance Shares [Member] | ||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount [Abstract] | ||||
Unrecognized stock-based compensation cost, other than options | 10,200 | $ 10,200 | ||
Weighted average period | 2 years 1 month 6 days | |||
Earn-out Shares, Earn-out Restricted Shares [Member] | ||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount [Abstract] | ||||
Unrecognized stock-based compensation cost, other than options | 7,000 | $ 7,000 | ||
Weighted average period | 2 years 6 months | |||
Restricted Stock [Member] | ||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount [Abstract] | ||||
Unrecognized stock-based compensation cost, other than options | $ 7,500 | $ 7,500 | ||
Weighted average period | 9 months 18 days | |||
Share-Based Payment Arrangement, Option [Member] | ||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount [Abstract] | ||||
Weighted average period | 2 years 4 months 24 days |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock - General Information (Details) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||
Common stock, shares issued (in shares) | 349,772,538 | |
Common stock, shares outstanding (in shares) | 349,772,538 | |
Common Class A [Member] | ||
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 2,100,000,000 | |
Common stock, shares issued (in shares) | 305,891,287 | 22,261,480 |
Common stock, shares outstanding (in shares) | 305,891,287 | 22,261,480 |
Common Class B [Member] | ||
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 200,000,000 | |
Common stock, shares issued (in shares) | 43,881,251 | 39,881,455 |
Common stock, shares outstanding (in shares) | 43,881,251 | 39,881,455 |
Stockholders' Equity - Common_2
Stockholders' Equity - Common Stock - Reconciliation (Details) | Sep. 30, 2022 shares |
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |
Common stock, shares issued (in shares) | 349,772,538 |
Common stock, shares issued, excluding shares subject to future vesting (in shares) | 313,103,280 |
Common stock, shares outstanding (in shares) | 349,772,538 |
Common stock, shares outstanding, excluding shares subject to future vesting (in shares) | 313,103,280 |
Earn-out Shares, Sponsor Earn-out Shares [Member] | |
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |
Common stock, shares issued, shares subject to future vesting (in shares) | (5,520,000) |
Common stock, shares outstanding, shares subject to future vesting (in shares) | (5,520,000) |
Earn-out Shares, Escrowed Earn-out Shares [Member] | |
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |
Common stock, shares issued, shares subject to future vesting (in shares) | (27,690,978) |
Common stock, shares outstanding, shares subject to future vesting (in shares) | (27,690,978) |
Earn-out Shares, Earn-out Restricted Shares [Member] | |
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |
Common stock, shares issued, shares subject to future vesting (in shares) | (1,952,336) |
Common stock, shares outstanding, shares subject to future vesting (in shares) | (1,952,336) |
Restricted Stock [Member] | |
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |
Common stock, shares issued, shares subject to future vesting (in shares) | (1,505,944) |
Common stock, shares outstanding, shares subject to future vesting (in shares) | (1,505,944) |
Stockholders' Equity - Common_3
Stockholders' Equity - Common Stock - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2022 Vote | |
Common Class A [Member] | |
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |
Common stock, voting rights, votes per share | 1 |
Common stock, voting rights | holder of each share of Class A Common Stock is entitled to one vote |
Common Class B [Member] | |
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |
Common stock, voting rights, votes per share | 10 |
Common stock, voting rights | holder of each share of Class B Common Stock is entitled to ten votes |
Common stock, conversion basis, conversion ratio | 1 |
Common stock, conversion basis | Each share of Class B Common Stock is convertible on a one-for-one basis into a share of Class A Common Stock at the holder’s option or otherwise automatically upon the occurrence of certain events, namely: (i) each share of Class B Common Stock that is transferred by SES Founder Group, or certain permitted transferee holders (“Qualified Holders”), will convert into a share of Class A Common Stock; (ii) all outstanding shares of Class B Common Stock will convert into shares of Class A Common Stock if the SES Founder Group or Qualified Holders collectively cease to beneficially own at least 20 percent of the number of shares of Class B Common Stock (as such number of shares is equitably adjusted in respect of any reclassification, stock dividend, subdivision, combination or recapitalization of the Class B Common Stock) collectively held by the SES Founder Group and Qualified Holders of Class B Common Stock as of the time the Business Combination took effect; or (iii) all outstanding shares of Class B Common Stock will convert into shares of Class A Common Stock upon the date specified by the affirmative vote of the holders of at least two-thirds of the then-outstanding shares of Class B Common Stock, voting as a separate class. |
Common stock, conversion basis, beneficial ownership percentage (as a percent) | 20% |
Common stock, conversion basis, affirmative vote percentage, minimum (as a percent) | 66.67% |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock (Details) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 20,000,000 | 0 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Stockholders' Equity - Warrants
Stockholders' Equity - Warrants (Details) | 9 Months Ended | |
Sep. 30, 2022 D $ / shares shares | Feb. 01, 2022 shares | |
Common Stock Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercise price of warrants (in dollars per share) | $ 11.50 | |
Common Stock Warrants, Public Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of securities called by warrants (in shares) | shares | 9,200,000 | |
Exercise price of warrants (in dollars per share) | $ 11.50 | |
Date from which warrants exercisable, period following business combination | 30 days | |
Warrants, term | 5 years | |
Warrants, exercisable, Company option, minimum share price to exceed (in dollars per share) | $ 18 | |
Warrants, exercisable, Company option, redemption price (in dollars per share) | 0.01 | |
Warrants, exercisable, Company option, redemption price, minimum share price to exceed (in dollars per share) | $ 18 | |
Warrants, exercisable, Company option, redemption price, minimum share price to exceed, trading days (in days) | D | 20 | |
Warrants, exercisable, Company option, redemption price, minimum share price to exceed, trading day period (in days) | D | 30 | |
Warrants, exercisable, Company option, redemption price, minimum share price to exceed, notification period | 30 days | |
Warrants, exercisable, Company option, redemption price, minimum share price to exceed, notification period, Company to redeem if not exercised | 30 days | |
Warrants outstanding (in shares) | shares | 9,199,947 | |
Common Stock Warrants, Private Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of securities called by warrants (in shares) | shares | 5,013,333 | |
Warrants outstanding (in shares) | shares | 5,013,333 |
Stockholders' Equity - Common_4
Stockholders' Equity - Common Stock Available for Future Issuance (Details) - shares | Sep. 30, 2022 | Feb. 02, 2022 | Dec. 31, 2021 |
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |||
Common stock available for future issuance (in shares) | 70,449,992 | 237,569,857 | |
Redeemable Convertible Preferred Stock [Member] | |||
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |||
Common stock available for future issuance (in shares) | 213,960,286 | ||
Common Stock Warrants [Member] | |||
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |||
Common stock available for future issuance (in shares) | 14,213,280 | ||
Common Stock Warrants, Public Warrants [Member] | |||
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |||
Common stock available for future issuance (in shares) | 9,199,947 | ||
Common Stock Warrants, Private Warrants [Member] | |||
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |||
Common stock available for future issuance (in shares) | 5,013,333 | ||
Share-Based Payment Arrangement, Option [Member] | |||
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |||
Common stock available for future issuance (in shares) | 18,724,863 | 20,747,909 | |
Restricted Stock Units (RSUs) [Member] | |||
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |||
Common stock available for future issuance (in shares) | 2,755,058 | ||
Performance Shares [Member] | |||
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |||
Common stock available for future issuance (in shares) | 2,116,942 | ||
Restricted Stock [Member] | |||
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |||
Common stock available for future issuance (in shares) | 2,261,880 | ||
SES AI Corporation 2021 Plan [Member] | |||
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |||
Common stock available for future issuance (in shares) | 32,639,849 | 36,862,002 | |
SES Holdings Pte. Ltd. 2021 Plan [Member] | |||
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |||
Common stock available for future issuance (in shares) | 599,782 |
Net Income (Loss) Per Share - B
Net Income (Loss) Per Share - Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Net Income (Loss) Available to Common Stockholders, Diluted [Abstract] | ||||||||
Net loss | $ (24,328) | $ 9,015 | $ (27,033) | $ (10,625) | $ (6,786) | $ (3,595) | $ (42,346) | $ (21,006) |
Net loss attributable to common stockholders - basic | (24,328) | (10,625) | (42,346) | (21,006) | ||||
Net loss attributable to common stockholders - diluted | $ (24,328) | $ (10,625) | $ (42,346) | $ (21,006) | ||||
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | ||||||||
Weighted-average shares of common stock outstanding, basic (in shares) | 311,680,656 | 60,861,409 | 280,859,250 | 60,808,744 | ||||
Weighted-average shares of common stock outstanding, diluted (in shares) | 311,680,656 | 60,861,409 | 280,859,250 | 60,808,744 | ||||
Earnings Per Share, Diluted [Abstract] | ||||||||
Net loss per share attributable to common stockholders - basic (in dollars per share) | $ (0.08) | $ (0.17) | $ (0.15) | $ (0.35) | ||||
Net loss per share attributable to common stockholders - diluted (in dollars per share) | $ (0.08) | $ (0.17) | $ (0.15) | $ (0.35) |
Net Income (Loss) Per Share - P
Net Income (Loss) Per Share - Potentially Dilutive Securities (Details) - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 74,479,401 | 235,896,950 |
Earn-out Shares, Escrowed Earn-out Shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 27,690,978 | |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 18,724,863 | 21,935,887 |
Common Stock Warrants, Public Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 9,199,947 | |
Earn-out Shares, Sponsor Earn-out Shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 5,520,000 | |
Common Stock Warrants, Private Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 5,013,333 | |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 2,755,058 | |
Performance Shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 2,116,942 | |
Earn-out Shares, Earn-out Restricted Shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,952,336 | |
Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,505,944 | |
Redeemable Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 213,961,063 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Due from Related Parties, Current [Abstract] | |||
Receivable from related party | $ 1,980 | $ 1,980 | $ 7,910 |
Investor [Member] | General Motors Company and Its Affiliates [Member] | |||
Related Party Transaction [Line Items] | |||
Related party ownership percentage of the Company's Class A Common Stock, minimum (as a percent) | 10% | 10% | |
Investor [Member] | GM Global Technology Operations LLC and General Motors Holdings LLC [Member] | |||
Related Party Transaction [Line Items] | |||
JDA, credit to research and development expense | $ 1,500 | $ 5,000 | |
Due from Related Parties, Current [Abstract] | |||
Receivable from related party | $ 2,000 | $ 2,000 |