In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors disclosed in “Part I, Item 1A” of our 2025 Annual Report on Form 10-K, and the other reports that we have filed with the SEC. Any of the risks discussed in such reports, as well as additional risks and uncertainties not currently known to us or that we currently deem immaterial, could materially and adversely affect our results of operations, financial condition or prospects. During the period covered by this Quarterly Report on Form 10-Q, there have been no material changes in our risk factors as previously disclosed, except for the following: Risks Relating to Our Common Stock and Warrants Our failure to satisfy certain NYSE listing requirements may result in our Class A common stock or our public warrants being delisted from the NYSE, which could eliminate or adversely affect the trading market for our Class A common stock or our public warrants. In July 2026, we received notice from the NYSE indicating that we did not satisfy the continued listing standard relating to the trading price of our common stock (the “Minimum Share Price Requirement”), as the average closing price of our common stock was less than $1.00 per share over a consecutive 30 trading-day period. Pursuant to the Minimum Share Price Requirement, we have a period of six months following receipt of the notice to regain compliance with the requirement, with the possibility of an extension at the discretion of the NYSE. We can regain compliance with the requirement at any time during the six-month cure period if, on the last trading day of any calendar month during the cure period we have 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 or the last trading day of the cure period. The notice is a notice of deficiency, not delisting, and does not currently affect the listing or trading of our Class A common stock on the NYSE, which continues to trade under the symbol “SES.” However, as of the date of this Quarterly Report, we have not regained compliance with the Minimum Share Price Requirement, and we may not regain it before the end of the cure period. If we later determined to conduct a reverse stock split to regain compliance (following the receipt of shareholder approval and our Board’s decision that the split was in the best interests of the Company and its shareholders), the liquidity of our Class A common stock could be harmed, given the reduced number of shares that would be outstanding afterward, particularly if the share price remained low. Furthermore, the NYSE monitors public warrants that are trading at an “abnormally low” trading price, or below $0.01 (the “Minimum Warrant Price Requirement”). As of August 7, 2026, the closing price for our public warrants was $0.01. If we fail to meet the Minimum Warrant Price Requirement, the NYSE may immediately take action to suspend and/or delist the warrants from trading on the NYSE, subject to an appeal that we may request. We continue to actively monitor the trading prices of our Class A common stock and public warrants, and assess available options to regain compliance with Minimum Share Price Requirement. The perception among investors that we are at heightened risk of delisting could negatively affect the market price and trading volume of our Class A common stock and public warrants. Additionally, if the NYSE ultimately delists any of our securities from trading on its exchange for failure to meet the listing standards and we are not able to list such securities on another national securities exchange, we expect such securities could be quoted on an over-the-counter market. If this were to occur, we and our stockholders could face significant material adverse consequences, which could severely diminish or eliminate the value of an investment in our Class A common stock or public warrants, including: ● a limited availability of market quotations for our securities; ● reduced liquidity for our securities; ● a limited amount of news and analyst coverage; and ● a decreased ability to issue additional securities or obtain additional financing in the future.