SES Announces Effectiveness of Registration Statement on Form S-3; No Near-Term Plans to Raise Capital
01 5월 2023 - 7:45PM
Business Wire
SES AI Corporation (NYSE: SES), headquartered in Boston, a
global leader in the development and manufacturing of
high-performance lithium-metal (Li-Metal) rechargeable batteries
for electric vehicles (EVs) and other applications, today announced
that it has a strong liquidity position and has no near-term plans
to raise capital and that the registration statement on Form S-3
(the “Registration Statement”) it filed with the Securities and
Exchange Commission (“SEC”) on April 25, 2023 has been declared
effective by the SEC.
SES became eligible to file an S-3 registration statement only
recently following the first anniversary of its business
combination with Ivanhoe Capital Acquisition Corp, and SES’s
Registration Rights Agreement entered into in connection with that
transaction requires SES to convert its Form S-1 registration
statement into a Form S-3. The Registration Statement registers the
issuance by SES of shares of Class A common stock which may be
issued upon exercise of outstanding warrants and the resale of
existing shares of Class A common stock and warrants, all of which
were previously registered on SES’s Form S-1 registration
statement. It also includes a “universal shelf” registration for
the registration of shares of the Company’s Class A common stock,
debt securities, preferred stock, warrants, rights and/or units
which will allow the Company the flexibility to raise capital from
time to time, up to an aggregate $300 million. Although SES has no
near-term plans to raise capital, the specifics of any future
offering, along with the prices and terms of any such securities
and the use of proceeds of a particular offering, will be
determined at the time of any such offering and will be described
in a prospectus supplement filed in connection with such
offering.
"We ended 2022 with available liquidity of $390 million, defined
as cash and cash equivalents plus short-term investments. We
continue to believe that we have sufficient funding to reach
commercialization,” said Chief Financial Officer Jing Nealis. “At
this time, we do not have any near-term plans to issue the new
securities registered under the Registration Statement. We believe
the availability of an effective shelf registration statement will
provide us with the flexibility to respond efficiently and cost
effectively to market conditions and other strategic considerations
should financing opportunities arise that are in the best interests
of our shareholders, and we reserve the right to do so. But we have
no near-term plans to fundraise".
This press release shall not constitute an offer to sell nor the
solicitation of an offer to buy the securities that subject to the
Registration Statement, nor shall there be any sale of such
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities law of any such state. Any offer of securities will
occur solely by means of the prospectus included in the
registration statement and one or more prospectus supplements that
would be issued at the time of the offering.
About SES
SES is a global leader in the development and production of
high-performance Li-Metal rechargeable batteries for EVs and other
applications. Founded in 2012, SES is an integrated Li-Metal
battery manufacturer with strong capabilities in material, cell,
module, AI-powered safety algorithms and recycling. Formerly known
as SolidEnergy Systems, SES is headquartered in Boston and has
operations in Singapore, Shanghai, and Seoul.
SES may use its website as a distribution channel of material
company information. Financial and other important information
regarding SES is routinely posted on and accessible through the
SES’s website at www.ses.ai. Accordingly, investors should monitor
this channel, in addition to following the Company’s press
releases, Securities and Exchange Commission filings and public
conference calls and webcasts. To learn more about SES, please
visit: https://investors.ses.ai
Forward-looking statements
All statements other than statements of historical facts
contained in this press release are “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act
of 1995. These forward-looking statements include, without
limitation, statements relating to expectations for future
financial performance, business strategies or expectations for our
business. These statements are based on the beliefs and assumptions
of the management of SES. Although SES believes that its plans,
intentions and expectations reflected in or suggested by these
forward-looking statements are reasonable, it cannot assure you
that it will achieve or realize these plans, intentions or
expectations. These statements constitute projections, forecasts
and forward-looking statements, and are not guarantees of
performance. Such statements can be identified by the fact that
they do not relate strictly to historical or current facts. When
used in this press release, words such as “anticipate”, “believe”,
“can”, “continue”, “could”, “estimate”, “expect”, “forecast”,
“intend”, “may”, “might”, “plan”, “possible”, “potential”,
“predict”, “project”, “seek”, “should”, “strive”, “target”, “will”,
“would” and similar expressions may identify forward-looking
statements, but the absence of these words does not mean that a
statement is not forward-looking.
You should not place undue reliance on these forward-looking
statements. Should one or more of a number of known and unknown
risks and uncertainties materialize, or should any of our
assumptions prove incorrect, 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 following:
risks related to the development and commercialization of SES’s
battery technology and the timing and achievement of expected
business milestones; risks relating to the uncertainty of achieving
and maintaining profitability; risks relating to the uncertainty of
meeting future capital requirements; the ability of SES to
integrate its products into electric vehicles (“EVs”) or electric
vertical take-off and landing aircraft (“eVTOLs”); the risk that
delays in the pre-manufacturing development of SES’s battery cells
could adversely affect SES’s business and prospects; potential
supply chain difficulties; the ability of SES to engage target
original equipment manufacturers (“OEMs”) customers successfully
and integrate SES’s products into EVs manufactured by OEM
customers; the ability to obtain raw materials, components or
equipment through new or existing supply relationships; risks
resulting from SES’s joint development agreements and other
strategic alliances and investments; product liability and other
potential litigation, regulation and legal compliance; SES’s
ability to attract, train and retain highly skilled employees and
key personnel; the uncertainty in global economic conditions and
risks relating to health epidemics, including the COVID-19 pandemic
and any operational interruptions; developments in alternative
technology or other fossil fuel alternatives; risks related to
SES’s intellectual property; business, regulatory, political,
operational, financial and economic risks related to SES’s business
operations outside the United States; SES has identified a material
weakness in its internal control over financial reporting and may
identify material weaknesses in the future or otherwise fail to
develop or maintain an effective system of internal controls; the
volatility of SES’s common stock and value of SES’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, 2022 filed with the Securities and Exchange
Commission (“SEC”) on March 16, 2023 and other documents filed from
time to time with the SEC. There may be additional risks that SES
presently knows and/or believes are immaterial that could also
cause actual results to differ from those contained in the
forward-looking statements. In addition, forward-looking statements
reflect SES’s expectations, plans or forecasts of future events and
views only as of the date of this press release. SES anticipates
that subsequent events and developments will cause its assessments
to change. However, while SES may elect to update these
forward-looking statements at some point in the future, SES
specifically disclaims any obligation to do so. These
forward-looking statements should not be relied upon as
representing SES’s assessments as of any date subsequent to the
date of this press release.
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version on businesswire.com: https://www.businesswire.com/news/home/20230501005294/en/
Investors and Media: Eric Goldstein
ericgoldstein@ses.ai
SES AI (NYSE:SES)
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