---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-22-031167"
form_type: "8-K12B"
ticker: "SES"
cik: "0001819142"
company_name: "SES AI Corp"
filed_at: "2022-02-08T23:59:59+00:00"
generated_at: "2026-06-27T10:14:30.614302+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

# SES AI Corp. completes business combination with Ivanhoe; PIPE raises $274.5M

## Summary
- Approximately 303.99M Class A and 43.88M Class B shares outstanding after closing.
- PIPE investment of $274.5M at $10/share; one investor defaulted on 50% of 100K-share commitment.
- Earn-out shares (up to 30M) and sponsor shares subject to price targets from $12 to $18, with 180-day lock-up.
- Warrant amended to equity classification; new equity incentive plan reserves up to 36.86M shares plus annual increase.
- New Board and executive officers appointed; indemnification agreements entered into.

## SEC filing metadata
- accession: 0001193125-22-031167
- form_type: 8-K12B
- ticker: SES
- cik: 0001819142
- company_name: SES AI Corp
- filed_at: 2022-02-08T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 1.01, 2.01, 9.01, 5.02, 3.02, 3.03, 8.01, 5.01, 5.03, 5.05, 5.06
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1819142/000119312522031167/0001193125-22-031167-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1819142/000119312522031167/d294425d8k12b.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-22-031167
- JSON: https://secwatch.observer/filing/0001193125-22-031167.json
- Plain text: https://secwatch.observer/filing/0001193125-22-031167.txt

## Key facts
- Executive change
  Yongkyu Son was appointed as Chief Technology Officer at SES AI Corp.
  - Action: appointed
  - Role: Chief Technology Officer
  source text: Dr. Qichao Hu was appointed Chief Executive Officer, Rohit Makharia was appointed President and Chief Operating Officer, Jing Nealis was appointed Chief Financial Officer, Joanne Ban was appointed Chief Legal and Corporate Officer, Yongkyu Son was appointed Chief Technology Officer and Dr. Hong Gan was appointed Chief Science Officer.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1819142/000119312522031167/0001193125-22-031167-index.htm
- Executive change
  Michael Noonen was elected as Director at SES AI Corp.
  - Action: elected
  - Role: Director
  source text: each of Dr. Qichao Hu, Dr. Jang Wook Choi, Dr. Jiong Ma, Kent Helfrich, Eric Luo and Michael Noonen were elected to serve as directors of the Company.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1819142/000119312522031167/0001193125-22-031167-index.htm
- Executive change
  Dr. Jang Wook Choi was elected as Director at SES AI Corp.
  - Action: elected
  - Role: Director
  source text: each of Dr. Qichao Hu, Dr. Jang Wook Choi, Dr. Jiong Ma, Kent Helfrich, Eric Luo and Michael Noonen were elected to serve as directors of the Company.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1819142/000119312522031167/0001193125-22-031167-index.htm
- Executive change
  Jing Nealis was appointed as Chief Financial Officer at SES AI Corp.
  - Action: appointed
  - Role: Chief Financial Officer
  source text: Dr. Qichao Hu was appointed Chief Executive Officer, Rohit Makharia was appointed President and Chief Operating Officer, Jing Nealis was appointed Chief Financial Officer, Joanne Ban was appointed Chief Legal and Corporate Officer, Yongkyu Son was appointed Chief Technology Officer and Dr. Hong Gan was appointed Chief Science Officer.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1819142/000119312522031167/0001193125-22-031167-index.htm
- Executive change
  Dr. Qichao Hu was elected as Director at SES AI Corp.
  - Action: elected
  - Role: Director
  source text: each of Dr. Qichao Hu, Dr. Jang Wook Choi, Dr. Jiong Ma, Kent Helfrich, Eric Luo and Michael Noonen were elected to serve as directors of the Company.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1819142/000119312522031167/0001193125-22-031167-index.htm
- Executive change
  Dr. Qichao Hu was appointed as Chief Executive Officer at SES AI Corp.
  - Action: appointed
  - Role: Chief Executive Officer
  source text: Dr. Qichao Hu was appointed Chief Executive Officer, Rohit Makharia was appointed President and Chief Operating Officer, Jing Nealis was appointed Chief Financial Officer, Joanne Ban was appointed Chief Legal and Corporate Officer, Yongkyu Son was appointed Chief Technology Officer and Dr. Hong Gan was appointed Chief Science Officer.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1819142/000119312522031167/0001193125-22-031167-index.htm
- Executive change
  Joanne Ban was appointed as Chief Legal and Corporate Officer at SES AI Corp.
  - Action: appointed
  - Role: Chief Legal and Corporate Officer
  source text: Dr. Qichao Hu was appointed Chief Executive Officer, Rohit Makharia was appointed President and Chief Operating Officer, Jing Nealis was appointed Chief Financial Officer, Joanne Ban was appointed Chief Legal and Corporate Officer, Yongkyu Son was appointed Chief Technology Officer and Dr. Hong Gan was appointed Chief Science Officer.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1819142/000119312522031167/0001193125-22-031167-index.htm
- Executive change
  Kent Helfrich was elected as Director at SES AI Corp.
  - Action: elected
  - Role: Director
  source text: each of Dr. Qichao Hu, Dr. Jang Wook Choi, Dr. Jiong Ma, Kent Helfrich, Eric Luo and Michael Noonen were elected to serve as directors of the Company.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1819142/000119312522031167/0001193125-22-031167-index.htm
- Executive change
  Dr. Hong Gan was appointed as Chief Science Officer at SES AI Corp.
  - Action: appointed
  - Role: Chief Science Officer
  source text: Dr. Qichao Hu was appointed Chief Executive Officer, Rohit Makharia was appointed President and Chief Operating Officer, Jing Nealis was appointed Chief Financial Officer, Joanne Ban was appointed Chief Legal and Corporate Officer, Yongkyu Son was appointed Chief Technology Officer and Dr. Hong Gan was appointed Chief Science Officer.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1819142/000119312522031167/0001193125-22-031167-index.htm
- Executive change
  Rohit Makharia was appointed as President and Chief Operating Officer at SES AI Corp.
  - Action: appointed
  - Role: President and Chief Operating Officer
  source text: Dr. Qichao Hu was appointed Chief Executive Officer, Rohit Makharia was appointed President and Chief Operating Officer, Jing Nealis was appointed Chief Financial Officer, Joanne Ban was appointed Chief Legal and Corporate Officer, Yongkyu Son was appointed Chief Technology Officer and Dr. Hong Gan was appointed Chief Science Officer.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1819142/000119312522031167/0001193125-22-031167-index.htm
- Executive change
  Dr. Jiong Ma was elected as Director at SES AI Corp.
  - Action: elected
  - Role: Director
  source text: each of Dr. Qichao Hu, Dr. Jang Wook Choi, Dr. Jiong Ma, Kent Helfrich, Eric Luo and Michael Noonen were elected to serve as directors of the Company.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1819142/000119312522031167/0001193125-22-031167-index.htm
- Executive change
  Eric Luo was elected as Director at SES AI Corp.
  - Action: elected
  - Role: Director
  source text: each of Dr. Qichao Hu, Dr. Jang Wook Choi, Dr. Jiong Ma, Kent Helfrich, Eric Luo and Michael Noonen were elected to serve as directors of the Company.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1819142/000119312522031167/0001193125-22-031167-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.