| Item 1. | |
| (a) | Name of issuer:
SES AI Corporation |
| (b) | Address of issuer's principal executive offices:
35 Cabot Road, Woburn, MA 01801 |
| Item 2. | |
| (a) | Name of person filing:
This Schedule 13G is being jointly filed by the following reporting persons (each a "Reporting Person" and collectively, the "Reporting Persons"):
(i) Temasek Holdings (Private) Limited ("Temasek");
(ii) Tembusu Capital Pte. Ltd. ("Tembusu");
(iii) Thomson Capital Pte. Ltd. ("Thomson");
(iv) Anderson Investments Pte. Ltd. ("Anderson", and, together with Temasek, Tembusu and Thomson, the "Reporting Persons"). |
| (b) | Address or principal business office or, if none, residence:
Each of the Reporting Persons:
60B Orchard Road
#06-18
The Atrium@Orchard
Singapore 238891. |
| (c) | Citizenship:
Each of the Reporting Persons: Republic of Singapore. |
| (d) | Title of class of securities:
Class A common stock, par value $0.0001 per share |
| (e) | CUSIP No.:
78397Q109 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Anderson has the right to acquire 2,595,854 shares of the Issuer's Class A common stock (the "Earnout Shares"), upon the achievement of certain stock price performance targets, pursuant to the Business Combination Agreement, as amended, by and among the Issuer, SES Holdings Pte. Ltd., a Singapore private company limited by shares, and Wormhole Amalgamation Sub Pte. Ltd., a Singapore private company limited by shares, and a direct, wholly-owned subsidiary of the Issuer (the "Business Combination Agreement"). Prior to the vesting of these shares, Anderson has the power to vote, but not dispose of, the Earnout Shares. Anderson is a wholly-owned subsidiary of Thomson, which is a wholly-owned subsidiary of Tembusu, which is a wholly-owned subsidiary of Temasek. Each of Thomson, Tembusu and Temasek, through the ownership described herein, may be deemed to beneficially own the shares held by Anderson.
Temasek, through the ownership described herein and the indirect 100% ownership of one other entity that directly owned 564,858 Earnout Shares, may be deemed to beneficially own in aggregate 3,160,712 shares of the Issuer's Class A common stock, including the 2,595,854 Earnout Shares directly owned by Anderson. |
| (b) | Percent of class:
As of November 6, 2025:
Temasek: 1.0%
Tembusu, Thomson and Anderson: 0.8%
Based on 320,896,206 shares of Class A common stock of the Issuer outstanding as of August 25, 2025, as set forth in the Issuer's Proxy Statement. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
0.00
|
| | (ii) Shared power to vote or to direct the vote:
Temasek: 3,160,712
Tembusu, Thomson and Anderson: 2,595,854
|
| | (iii) Sole power to dispose or to direct the disposition of:
0.00
|
| | (iv) Shared power to dispose or to direct the disposition of:
0.00
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | 
Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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