SES AI Corp. Faces Delisting Concerns

TL;DR

SES AI might get delisted, check exchange rules.

AI Summary

SES AI Corp. filed an 8-K on September 27, 2024, to report a notice of delisting or failure to satisfy a continued listing rule. The company, formerly Ivanhoe Capital Acquisition Corp., is based in Woburn, MA, and operates in the electrical machinery sector.

Why It Matters

This filing indicates potential issues with SES AI Corp.'s compliance with stock exchange listing standards, which could impact its stock's tradability and investor confidence.

Risk Assessment

Risk Level: high — A notice of delisting or failure to meet listing standards poses a significant risk to the company's continued trading on an exchange.

Key Players & Entities

• SES AI Corp. (company) — Registrant
• Ivanhoe Capital Acquisition Corp. (company) — Former company name
• September 26, 2024 (date) — Earliest event reported
• September 27, 2024 (date) — Date of report
• Woburn, MA (location) — Principal executive office location

FAQ

Key Financial Figures

• $0.0001 — hich registered Class A common stock, $0.0001 par value per share SES The New Yor
• $11.50 — A common stock at an exercise price of $11.50 per share SES WS The New York Stock
• $1.00 — ny's Class A common stock was less than $1.00 over a consecutive 30 trading-day perio

Filing Documents

• ses-20240926x8k.htm (8-K) — 48KB
• ses-20240926xex99d1.htm (EX-99.1) — 17KB
• ses-20240926xex99d1001.jpg (GRAPHIC) — 4KB
• 0001819142-24-000038.txt ( ) — 237KB
• ses-20240926.xsd (EX-101.SCH) — 4KB
• ses-20240926_def.xml (EX-101.DEF) — 13KB
• ses-20240926_lab.xml (EX-101.LAB) — 24KB
• ses-20240926_pre.xml (EX-101.PRE) — 15KB
• ses-20240926x8k_htm.xml (XML) — 7KB

01

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On September 26, 2024, SES AI Corporation (the "Company") was notified by the New York Stock Exchange (the "NYSE") that it is not in compliance with Section 802.01C of the NYSE Listed Company Manual because the average closing price of the Company's Class A common stock was less than $1.00 over a consecutive 30 trading-day period. The notice does not result in the immediate delisting of the Company's Class A common stock from the NYSE. The Company intends to notify the NYSE of its intent to regain compliance with the NYSE continued listing standard. The Company can regain compliance at any time within the six-month period following receipt of the NYSE notice if on the last trading day of any calendar month during the cure period the Company has a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month. The Company intends to consider available alternatives, if necessary, to cure the stock price non-compliance. Under the NYSE's rules, if the Company determines that it will cure the stock price deficiency by taking an action that will require stockholder approval by its next annual meeting of stockholders (such as a reverse stock split), the price condition will be deemed cured if the price promptly exceeds $1.00 per share, and the price remains above that level for at least the following 30 trading days. The Company's Class A common stock will continue to be listed and trade on the NYSE during this period, subject to the Company's compliance with other NYSE continued listing standards.

01

Item 7.01 Regulation FD Disclosure. As required by NYSE rules, the Company issued a press release on September 27, 2024 announcing receipt of the above-mentioned notice, a copy of which is furnished as Exhibit 99.1 hereto. The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly incorporated by specific reference in such filing.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains statements that SES AI believes are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements regarding the Company's ability to maintain the listing of its Class A common stock on the NYSE and intention to consider alternatives to cure the NYSE continued listing requirement deficiency, including by action that would require a stockholder vote. These statements are based on the beliefs and assumptions of the management of SES AI. Although SES AI believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, it cannot provide assurance that it will achieve or realize these plans, intentions or expectations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. You should not place undue reliance on these forward-looking statements. Should one or more of a number of known and unknown risks and uncertainties materialize, or should any of SES AI's assumptions prove incorrect, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include, but are not limited to the Company's ability to regain compliance with the continued listing standards of the NYSE within the applicable cure period; the Company's ability to continue to comply with the applicable listing standards of the NYSE; the volatility of SES AI's Class A common stock and value of SES AI's public warrants; and the other risks described in "Part I, Item 1A. Risk Factors" in our annual report on Form 10-K for the fiscal year ended December 31, 2023 filed with the Securities and Exchange Commission ("SEC") on February 27, 2024 and other documents filed from time

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press release dated September 27, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SES AI Corporation Date: September 27, 2024 By: /s/ Jing Nealis Name: Jing Nealis Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR