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The following discussion and analysis provides information which our management believes is relevant to an assessment and understanding of our consolidated results of operations and financial condition. The following discussion and analysis should be read in conjunction with the accompanying condensed consolidated financial statements as of and for the three and six months ended June 30, 2026 and the related notes included in this Quarterly Report on Form 10-Q and our audited consolidated financial statements as of and for the year ended December 31, 2025 and the related notes contained in the 2025 Annual Report on Form 10-K. This Quarterly Report on Form 10-Q includes forward-looking statements. These forward-looking statements within the meaning of the federal securities law are based on our current expectations and beliefs concerning future developments and their potential effects on us. These forward-looking statements are not statements of historical fact and may include statements regarding possible or assumed future results of operations. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Factors that might cause or contribute to such forward-looking statements include, but are not limited to, those set forth in Part II, Item 1A of this Quarterly Report on Form 10-Q and in Item 1A. Risk Factors in the 2025 Annual Report on 10-K. References in this section to our future plans that indicate the timing of when we expect such plans to be completed by a certain year mean at any point during that year.
Overview
We are a leading developer and manufacturer of high-performance, AI-enhanced Lithium-Metal (“Li-Metal”) and Lithium-ion (“Li-ion”) rechargeable battery technologies for electric vehicles (“EVs”), Urban Air Mobility (“UAM”), drones, robotics, Energy Storage Systems (“ESS”) and other applications. The Company’s mission is to accelerate the world’s energy transition through AI-enhanced material discovery and battery management. SES accelerates its pace of innovation by utilizing superintelligent AI across the spectrum of our business, from research and development, materials sourcing, cell design, engineering and manufacturing, to battery health and safety monitoring.
Key Trends, Opportunities and Uncertainties
Historical Performance
We are an early-stage growth company. We incurred net losses of $17.9 million and $22.7 million for the three months ended June 30, 2026 and 2025, respectively, and $30.0 million and $35.1 million for the six months ended June 30, 2026 and 2025, respectively, and had an accumulated deficit of $401.9 million and $334.0 million from our inception through June 30, 2026 and 2025, respectively. We expect to sustain substantial operating expenses, without generating sufficient revenues to cover expenditures, for several years. Our historical results may not be indicative of our future results for reasons that may be difficult to anticipate and our ability to generate revenue in the future
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that is sufficient to achieve profitability will depend largely on the successful development of our products and services. Accordingly, the drivers of our future financial results, as well as the components of such results, may not be comparable to our historical results of operations
We believe that our performance and future success depend on several factors that present significant opportunities for us but also pose significant risks and challenges, including those discussed below and in “Part I, Item 1A. Risk Factors.”
Acquisition of UZ Energy
We believe that the acquisition of UZ Energy strengthens our capabilities in the ESS market and will provide opportunities for revenue generation. See “Note 3 – Acquisition” of our accompanying consolidated financial statements for further discussion.
Commercialization of Molecular Universe
We believe that the commercialization of the Molecular Universe platform represents a significant opportunity to drive future revenue growth and margin expansion, as it should enable us to offer differentiated AI-driven solutions to customers. We expect that successful adoption of Molecular Universe, both as a software product and as an integrated component of our hardware and software offerings, could increase revenues and improve gross margins over time. However, we also recognize that the market for AI-based scientific discovery tools is nascent and rapidly evolving, and that the pace of adoption and competitive dynamics are uncertain. If adoption is slower than anticipated or if competing platforms gain traction, our ability to achieve revenue growth and profitability could be adversely affected.
Shift to Manufacturing with Hisun
Our strategic shift away from in-house manufacturing of certain battery materials, and the announcement of a fully consolidated variable interest entity with Hisun to produce novel materials at commercial scale, is expected to reduce capital intensity and accelerate time-to-market for new products. We anticipate that this approach will allow us to scale more efficiently and address a broader customer base, which could positively impact future revenues. However, the transition introduces new uncertainties, including the risk of production delays, quality control challenges, and dependence on third-party manufacturing partners. These factors could result in variability in cost of goods sold, potential supply chain disruptions, and fluctuations in cash flows. See “Note 14 – Variable Interest Entities” of our accompanying consolidated financial statements for further discussion.
NDAA-Compliant Drone Cell Manufacturing
Our plan to develop NDAA-compliant manufacturing capacity for drone cells is intended to position us to capture new business from U.S. government and defense-related customers, which we believe could be a driver of future revenue growth. NDAA compliance may also enhance our competitive positioning and open additional market opportunities. However, this initiative will require substantial capital investment and ongoing compliance costs, and there is uncertainty regarding the timing and magnitude of customer demand. If we are unable to achieve commercial-scale production or if demand for NDAA-compliant drone cells does not materialize as expected, we could experience underutilization of assets and negative impacts on cash flows.
Results of Operations
The following table sets forth our historical operating results for the periods indicated:
Three Months Ended June 30, $ %
(in thousands) 2026 2025 Change Change
Revenue from customers $ 5,072 $ 3,527 $ 1,545 43.8 %
Cost of revenue 3,925 927 2,998 323.4 %
Gross profit 1,147 2,600 (1,453) (55.9) %
Operating Expenses
Research and development 11,362 19,087 (7,725) (40.5) %
General and administrative 8,981 6,520 2,461 37.7 %
Total operating expenses 20,343 25,607 (5,264) (20.6) %
Loss from operations $ (19,196) $ (23,007) $ 3,811 (16.6) %
Six Months Ended June 30, $ %
(in thousands) 2026 2025 Change Change
Revenue from customers $ 11,783 $ 9,320 $ 2,463 26.4 %
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Cost of revenue 9,421 2,163 7,258 335.6 %
Gross profit 2,362 7,157 (4,795) (67.0) %
Operating Expenses
Research and development 22,393 39,597 (17,204) (43.4) %
General and administrative 17,034 13,840 3,194 23.1 %
Total operating expenses 39,427 53,437 (14,010) (26.2) %
Loss from operations $ (37,065) $ (46,280) $ 9,215 (19.9) %
Factors Affecting Operating Results
Revenue from Customers
For the three and six months ended June 30, 2026 and 2025, we generate revenue from two primary sources:
● Product revenue generally consists of sales of residential and commercial ESS systems, Li-ion and Li-metal based battery cells for drones, and battery materials such as electrolytes sold to automotive OEMs and other manufacturers.
● Service revenue generally consists of services for the discovery, design and development of Li-ion and Li-Metal battery materials in accordance with the customer’s specifications.
Revenue from customers for the three and six months ended June 30, 2026 was $5.1 million and $11.8 million, respectively. Revenue increased by $1.5 million and $2.5 million, respectively, compared to the three and six months ended June 30, 2025, which had revenue of $3.5 million and $9.3 million, respectively. The increased revenue was primarily driven by increased product revenue for ESS system sales from UZ Energy, which was acquired in third quarter of 2025. The increase in product revenue was offset by a decrease in service revenue from OEMs after completion of the contract service periods in the fourth quarter of 2025.
Services revenue decreased $3.5 million and $9.0 million for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025. Product revenue increased $5.1 million and $11.5 million for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025. Refer to “Note 4 – Revenue” to the condensed consolidated financial statements for additional information.
Cost of Revenue
Cost of revenue includes materials, labor, depreciation and amortization expense, inventory, freight costs, warranty, and other direct costs related to manufacturing our products and service contracts. Labor consists of personnel-related expenses such as salaries, benefits, and stock-based compensation.
Costs of revenue for the three and six months ended June 30, 2026 were $3.9 million and $9.4 million, respectively. Cost of revenue increased by $3.0 million and $7.3 million, or 323% and 336%, respectively, compared to the three and six months ended June 30, 2025, which had costs of revenue of $0.9 million and $2.2 million, respectively. The increased costs of revenue was primarily driven by increased product revenue for ESS system sales from UZ Energy, which was acquired in third quarter of 2025, while service revenue from OEMs decreased due to the end of the service period in the fourth quarter of 2025
Gross Profit Margin
Gross profit margin has been and will continue to fluctuate over time affected by a variety of factors, including the average sales price of our product and service offerings and changes in our mix of revenue between ESS systems, drone batteries, battery materials and service offerings to automotive OEMs and other manufacturers.
Gross margin for the three and six months ended June 30, 2026 and 2025 were 22.6% and 20.0% as well as 73.7% and 76.8%, respectively. The decrease was primarily due to the effect of changing revenue mix between product and service offerings.
Research and Development
We are an early-stage growth company conducting business activities through one operating segment. Research and development expenses include personnel-related expenses, such as salaries, benefits, and stock-based compensation, for scientists, experienced engineers and technicians. These expenses also cover materials and supplies used in product research and development, process engineering efforts and
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testing, payments made to consultants, and patent related legal costs. Furthermore, they encompass depreciation, allocated facilities expenses, and information technology costs, including costs incurred for renting graphic processing units (“GPUs”) to train AI models.
Research and development expenses for the three months ended June 30, 2026 decreased $7.7 million, or 40.5%, to $11.4 million, compared with $19.1 million for the three months ended June 30, 2025. This decrease was primarily driven by a $4.0 million decrease in AI infrastructure costs incurred from renting Graphic Processing Unit (“GPU”) computing resources, a $2.6 million decrease in automotive OEM JDA related lab equipment expenses, and a $1.1 million decrease in personnel costs and stock-based compensation mainly attributable to headcount reductions resulting from the company’s focus on commercial activities.
Research and development expenses for the six months ended June 30, 2026 decreased $17.2 million, or 43.4%, to $22.4 million compared with $39.6 million for the six months ended June 30, 2025. This decrease was primarily driven by a $8.1 million decrease in automotive OEM JDA related lab equipment expenses, a $7.7 million decrease in AI infrastructure costs incurred from renting GPU computing resources, a $1.2 million decrease in personnel costs and stock compensation, and a $0.3 million decrease in lab supplies.
General and Administrative
General and administrative expenses include personnel-related expenses, such as salaries, benefits, and stock-based compensation for our finance, legal and human resource functions. These expenses also cover director and officer insurance, outside contractor fees, and professional services, including audit, compliance, legal, accounting, investor relations, and other advisory services. Additionally, the expenses encompass allocated facilities and information technology costs, such as depreciation and amortization.
General and administrative expenses for the three months ended June 30, 2026 increased $2.5 million, or 37.7%, to $9.0 million, compared with $6.5 million for the three months ended June 30, 2025. This increase was primarily driven by an increase of $0.9 million in bad debt expense, a $0.8 million increase for personnel costs and stock-based compensation due to increased headcount, a $0.6 million increase in professional services including marketing and public relations consulting, and a $0.2 million increase in rent, utility, and depreciation expenses.
General and administrative expenses for the six months ended June 30, 2026 increased $3.2 million, or 23.1%, to $17.0 million, compared with $13.8 million for the six months ended June 30, 2025. This increase was primarily driven by a $1.0 million increase in professional services including recruiting, marketing, and business development, a $0.9 million increase in bad debt expense, a $0.9 million increase personnel costs and stock-based compensation due to headcount increases, and a $0.4 million increase in rent, utility, depreciation, and other expenses.
Non-Operating Items
Interest Income
Interest income primarily consists of interest earned on our cash and cash equivalents and marketable debt securities, which are primarily invested in money market funds and U.S. treasury securities, and accretion income from the U.S. treasury securities.
During the three and six months ended June 30, 2026, we had interest income of $1.5 million and $3.2 million, respectively, compared with $2.4 million and $5.0 million for the three and six months ended June 30, 2025, respectively. The $0.9 million decrease from the three months ended June 30, 2025 to the three months ended June 30, 2026 was due to more cash held in money market accounts during the prior period generating income. The $1.9 million decrease from the six months ended June 30,2025 to the six months ended June 30, 2026 was due to lower investment balances primarily arising from cash used in operations.
Change in Fair Value of Earn-Out Liabilities
During the three and six months ended June 30, 2026, we incurred a gain of less than $0.1 million and a gain of $4.2 million, respectively, associated with the change in fair value of the Sponsor Earn-Out liabilities compared with a loss of $1.4 million and a gain of $6.4 million, respectively, for the three and six months ended June 30, 2025. With the fair value of the Sponsor Earn-Out liabilities tied to the Company’s stock price, continued volatility in the stock price or changes in the expected term could result in further gains or losses resulting from the change in fair value. Refer to “Note 9 – Sponsor Earn-Out Liabilities” to the condensed consolidated financial statements for additional information.
Miscellaneous Income (Expense), Net
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During the three months ended June 30, 2026, we had miscellaneous expense of $0.1 million, compared with miscellaneous income of $0.1 million for the three months ended June 30, 2025. This $0.2 million increase in miscellaneous expense was primarily due to an increase in the loss on foreign currency translation.
During the six months ended June 30, 2026, we had miscellaneous income of $0.2 million, compared with miscellaneous income of $0.4 million for the six months ended June 30, 2025. This $0.2 million decrease in miscellaneous income was the result of an increase in the loss on foreign currency translations, an increase in loss on fair value of equity investments, and an increase in other expenses, partially offset by a gain on change in fair value of deferred consideration.
Provision for Income Taxes
During the three months ended June 30, 2026, we had a provision for income taxes of $0.1 million compared to a provision for income taxes of $0.7 million for the three months ended June 30, 2025. This $0.6 million decrease in provision for income taxes is primarily due to local taxes in the foreign jurisdictions in which the Company operates.
During the six months ended June 30, 2026, we had a provision for income taxes of $0.5 million compared to a $0.7 million provision for income taxes for the six months ended June 30, 2025. This $0.2 million decrease in provision for income taxes was primarily due to local taxes in the foreign jurisdictions in which the Company operates.
Liquidity and Capital Resources
As of June 30, 2026, we had total cash and cash equivalents of $64.1 million and investments in marketable debt and equity securities of $98.9 million. As an early-stage growth company, the net operating losses we have incurred since inception are consistent with our strategy and budget.
We expect to sustain substantial operating expenses, without generating sufficient revenues to cover expenditures, for a few more years. Our ability to successfully develop our products and services, scale up our commercial operations and expand our business will depend on many factors, including our working capital needs, the availability of equity and/or debt financing and, over time, our ability to generate positive cash flows from operations. We believe that our cash on hand and marketable securities will be sufficient to meet our principal working capital and capital expenditure requirements and ongoing research and development costs, operational and commercial activities, including expenditures for deferred cash payments of an estimated approximately RMB 55.5 million ($8.0 million) related to the acquisition of UZ Energy as well as activities related to the ESS business, our plans for NDAA-compliant manufacturing capacity to develop drone cells and development and commercialization of Molecular Universe material discoveries, for a period of at least 12 months from the date of this Quarterly Report. However, additional funding may be required during or after this period to finance certain needs beyond our principal working capital and capital expenditure requirements and ongoing costs, including additional opportunities to purchase data and equipment, develop and train our AI models, and/or develop commercial operations in the United States and abroad, acquisitions or other strategic transactions, and unexpected delays in the development of our battery cells. See “Note 3 – Acquisition” of our accompanying consolidated financial statements for further discussion of the estimated deferred cash payments related to the acquisition of UZ Energy.
If we need additional funding beyond these existing short- to medium-term sources of liquidity, or if we are not able to fund our operations from cash flows generated from anticipated product sales and service offerings, we expect that we will need to raise additional funds. This may be through a variety of possible methods, including, but not limited to, entry into joint ventures or other strategic arrangements, issuance of equity, equity-related or debt securities, and obtaining credit from financial institutions. We currently maintain an at-the-market equity offering program with certain investment banks (the “Agents”), pursuant to which we may offer and sell into the open market from time to time, at our option, shares of our Class A common stock with an aggregate offering price of up to $150.0 million. Subject to the terms and conditions of our agreement with them, the Agents will use their commercially reasonable efforts to sell shares of our Class A common stock from time to time, based on instructions from us (including any price, time or size limits or other parameters or conditions we may impose), in exchange for a commission of up to 3.0% of the aggregate gross sale proceeds. We have also provided the banks with customary indemnification and contribution rights. We are not obligated to sell any Class A common stock and may at any time suspend solicitation and offers thereunder. We sold no shares under the at-the-market equity offering program during the three months ended June 30, 2026, and to date have sold no shares under the program.
Summary of Cash Flows
The following table provides a summary of our cash flow data for the periods indicated:
Six Months Ended June 30,
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(in thousands) 2026 2025
Cash (used in) provided by:
Operating activities $ (33,627) $ (33,654)
Investing activities 70,605 (83,187)
Financing activities (2,253) (345)
Effect of exchange rate changes on cash (175) 199
Net increase (decrease) in cash, cash equivalents and restricted cash $ 34,550 $ (116,987)
Operating Activities
Our cash flows used in operating activities to date have primarily comprised research and development and general and administrative activities as discussed above.
Net cash used in operating activities of $33.6 million for the six months ended June 30, 2026 was primarily attributable to net loss of $30.0 million, as adjusted for stock-based compensation expense of $4.1 million, a gain on change in fair value of Sponsor Earn-Out liabilities of $4.2 million, depreciation and amortization of $5.4 million, a loss on change in fair value of contingent consideration of $1.0 million, accretion income from marketable securities of $0.8 million, and $0.7 million of other items. These non-cash operating items were combined with a $7.7 million working capital outflow. The working capital outflow was primarily driven by a $3.1 million increase in inventories, a $2.9 million increase in receivables from customers, and a $1.7 million decrease in accrued expenses and other current liabilities. The increase in inventories was primarily due to purchases for ESS commercial operations. The decrease in accrued expenses and other liabilities was primarily due to decreases in accruals for compensation and contract liabilities. The changes in account receivables were driven by timing of receipts.
Net cash used in operating activities of $33.7 million for the six months ended June 30, 2025 was primarily attributable to net loss of $35.1 million, as adjusted for stock-based compensation expense of $6.7 million, a gain on change in fair value of Sponsor Earn-Out liabilities of $6.4 million, depreciation and amortization of $5.0 million, accretion income from marketable securities of $1.7 million, and a $2.2 million working capital outflow. The working capital outflow was primarily driven by a $2.5 million decrease in accrued expenses and other current liabilities due to accruals for purchases of equipment for a JDA, changes in deferred revenue balances, accrued income taxes payable, and payroll related accruals and a $2.1 million increase in receivables from customers. The working capital outflow was partially offset by a $2.3 million increase in prepaids and other assets primarily due to advance payments made for software related service costs due to AI infrastructure spend.
Investing Activities
Net cash provided by investing activities was $70.6 million for the six months ended June 30, 2026, compared to net cash used in investing activities of $83.2 million for the six months ended June 30, 2025. This increase in cash provided was primarily attributable to a $153.8 million increase in cash provided by the maturities of short-term investments, net of purchases in the current year period compared to the prior year period and $0.7 million of lower capital expenditures.
Financing Activities
Net cash used in financing activities was $2.3 million for the six months ended June 30, 2026 compared to net cash used in financing activities of $0.3 million for the six months ended June 30, 2025. This increase was due to a $2.0 million increase in payments for taxes withheld to cover vested restricted stock.
Recent Accounting Pronouncements
See “Note 2 – Basis of Presentation” of our accompanying condensed consolidated financial statements for the three and six months ended June 30, 2026 included in this Quarterly Report on Form 10-Q for more information about recent accounting pronouncements, the timing of their adoption, and their potential impact on our financial condition, results of operations and cash flows.
Critical Accounting Estimates and Judgments
Our financial statements have been prepared in accordance with U.S. GAAP. In the preparation of these condensed consolidated financial statements, we are required to use judgment in making estimates and assumptions that affect the reported amounts of assets and liabilities
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and the disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements, as well as the reported expenses incurred during the reporting periods.
There have been no significant changes to our critical accounting policies or in the underlying accounting assumptions and estimates used in such policies from those disclosed in our annual consolidated financial statements and accompanying notes included in our 2025 Annual Report on Form 10-K.
Other Information
The Company’s website is www.ses.ai. Information contained on the Company’s website is not part of this report. Information that we furnish to or file with the SEC, including the Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to, or exhibits included in, these reports are made available for download, free of charge, through the Company’s website as soon as reasonably practicable. The Company’s SEC filings, including exhibits filed therewith, are also available directly on the SEC’s website at www.sec.gov.
The Company may use its website as a distribution channel of material company information. Financial and other important information regarding the Company is routinely posted on and accessible through the Company’s website at www.ses.ai. Accordingly, investors should monitor this channel, in addition to following the Company’s press releases, SEC filings and public conference calls and webcasts. The contents of our website are not, however, a part of this report.