SCHEDULE: Temasek Affiliates Disclose 1.0% Stake in SES AI Corp

Temasek Holdings and its subsidiaries, Tembusu Capital, Thomson Capital, and Anderson Investments, have filed an amended Schedule 13G disclosing a combined 1.0% beneficial ownership in SES AI Corporation.

Summary

• Temasek Holdings (Private) Limited and its subsidiaries, Tembusu Capital Pte. Ltd., Thomson Capital Pte. Ltd., and Anderson Investments Pte. Ltd., have submitted an amendment to their Schedule 13G.
• Beneficial ownership of Class A common stock in SES AI Corporation is reported.
• Temasek Holdings (Private) Limited beneficially owns 3,160,712 shares, representing 1.0% of the outstanding Class A common stock.
• Tembusu Capital Pte. Ltd., Thomson Capital Pte. Ltd., and Anderson Investments Pte. Ltd. each beneficially own 2,595,854 shares, representing 0.8% of the outstanding Class A common stock.
• These ownership percentages are calculated based on 320,896,206 shares of Class A common stock outstanding as of August 25, 2025.
• Anderson Investments Pte. Ltd. holds the right to acquire 2,595,854 "Earnout Shares" upon achieving specific stock price performance targets as per a Business Combination Agreement.
• Prior to vesting, Anderson Investments Pte. Ltd. possesses voting power but not dispositive power over these Earnout Shares.
• All reporting persons are entities organized under the laws of Singapore.

Sentiment

Score: 6

Explanation: The document is a routine disclosure of beneficial ownership by a group of institutional investors. The continued holding by Temasek and its affiliates, including earn-out shares tied to performance, suggests a degree of confidence in SES AI Corporation, but the document itself is primarily informational and passive in nature.

Positives

• Continued investment by a significant global investor (Temasek) indicates long-term confidence in SES AI Corporation.
• The structure involving "Earnout Shares" aligns investor interests with the company's stock price performance.

Negatives

• This document does not present any direct negative financial or operational information about SES AI Corporation.

Risks

• The beneficial ownership of 2,595,854 "Earnout Shares" by Anderson Investments Pte. Ltd. is contingent on the achievement of certain stock price performance targets, meaning these shares are not yet fully vested and their acquisition is not guaranteed.
• The reporting persons explicitly state that the securities were not acquired or held for the purpose of changing or influencing control of the issuer, limiting potential activist investor benefits.

Future Outlook

No forward-looking statements or guidance regarding SES AI Corporation's future performance or strategic direction are provided in this document.

Industry Context

This document primarily concerns a change in reported beneficial ownership by a group of institutional investors and does not provide specific insights into broader industry trends or the competitive landscape for SES AI Corporation. However, the continued holding by a prominent investor like Temasek could be interpreted as a vote of confidence in the battery technology sector, where SES AI operates.

Comparison to Industry Standards

• This document is a standard disclosure of beneficial ownership and does not contain information that allows for a direct comparison of SES AI Corporation's operational or financial results against global benchmarks or specific comparable companies/projects.
• The ownership percentages are within typical ranges for institutional investors in publicly traded companies.

Related Party Transactions

• The beneficial ownership structure involves a parent holding company (Temasek) and its wholly-owned subsidiaries (Tembusu, Thomson, Anderson) jointly reporting their stake in SES AI Corporation.
• Anderson Investments Pte. Ltd.'s right to acquire "Earnout Shares" is based on a Business Combination Agreement, which implies a prior transaction between related entities or the issuer.

Stakeholder Impact

• Shareholders: Transparency regarding significant institutional ownership is provided, potentially signaling long-term investor confidence. The existence of earn-out shares could align investor interests with stock performance.
• Management: Awareness of a significant, albeit passive, institutional shareholder base is maintained.
• Employees, Customers, Suppliers, Creditors: No direct impact is indicated by this ownership disclosure.

Key Dates

Keywords

SES AI Corporation, Temasek Holdings, Tembusu Capital, Thomson Capital, Anderson Investments, Schedule 13G, beneficial ownership, Class A common stock, equity stake, Singapore investment, earn-out shares, stock ownership, SEC filing