SES AI CORP, 10-K filed on 3/4/2026
Annual Report
v3.25.4
Document and Entity Information - USD ($)
$ / shares in Units, $ in Millions
 12 Months Ended
Dec. 31, 2025
Mar. 02, 2026
Jun. 30, 2025
Document Information [Line Items]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Dec. 31, 2025    
Document Transition Report false    
Securities Act File Number 001-39845    
Entity Registrant Name SES AI Corporation    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 88-0641865    
Entity Address, Address Line One 35 Cabot Road    
Entity Address, City or Town Woburn    
Entity Address, State or Province MA    
Entity Address, Postal Zip Code 01801    
City Area Code 339    
Local Phone Number 298-8750    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Non-accelerated Filer    
Entity Small Business true    
Entity Emerging Growth Company false    
Entity Shell Company false    
Entity Central Index Key 0001819142    
Current Fiscal Year End Date --12-31    
Document Fiscal Year Focus 2025    
Document Fiscal Period Focus FY    
Amendment Flag false    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
ICFR Auditor Attestation Flag false    
Document Financial Statement Error Correction [Flag] false    
Entity Public Float     $ 278.5
Auditor Name GRANT THORNTON LLP    
Auditor Firm ID 248    
Auditor Location Boston, Massachusetts    
Documents Incorporated by Reference [Text Block]

The registrant intends to file a proxy statement pursuant to Regulation 14A within 120 days of the end of the fiscal year ended December 31, 2025. Portions of such proxy statement are incorporated by reference into Part III of this Annual Report on Form 10-K.

    
Common Class A      
Document Information [Line Items]      
Title of 12(b) Security Class A common stock, par value $0.0001 per share    
Entity Listing, Par Value Per Share $ 0.0001    
Trading Symbol SES    
Security Exchange Name NYSE    
Entity Common Stock, Shares Outstanding   322,742,539  
Common Class B      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   43,881,251  
Warrant      
Document Information [Line Items]      
Title of 12(b) Security Warrants to purchase one share of Class A common stock,each at an exercise price of $11.50    
Trading Symbol SES WS    
Security Exchange Name NYSE    
v3.25.4
Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Current Assets    
Cash and cash equivalents $ 29,541 $ 128,796
Short-term investments 170,091 133,748
Accounts receivable 4,783 950
Inventories 5,154 212
Prepaid expenses and other assets 6,707 13,198
Total current assets 216,276 276,904
Property and equipment, net 28,866 38,165
Goodwill 13,272 0
Intangible assets, net 2,809 1,217
Right-of-use assets, net 7,638 9,927
Deferred tax assets 1,521 1,335
Other assets, non-current 2,264 2,237
Total assets 272,646 329,785
Current Liabilities    
Accounts payable 5,694 1,901
Operating lease liabilities 2,298 2,585
Deferred consideration, current 1,093  
Accrued expenses and other liabilities 15,071 18,329
Total current liabilities 24,156 22,815
Sponsor Earn-Out liabilities 7,795 9,472
Operating lease liabilities, non-current 5,813 7,977
Unearned government grant 9,042 8,606
Deferred consideration, non-current 7,677  
Other liabilities, non-current 3,408 2,605
Total liabilities 57,891 51,475
Stockholders' Equity    
Common stock: Class A shares, $0.0001 par value, 2,100,000,000 shares authorized; 321,551,078 and 317,676,034 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively; ; Class B shares, $0.0001 par value, 200,000,000 shares authorized; 43,881,251 shares issued and outstanding as of December 31, 2025 and December 31, 2024 37 36
Additional paid-in capital 588,355 579,378
Accumulated deficit (371,911) (298,871)
Accumulated other comprehensive loss (1,726) (2,233)
Total stockholders' equity 214,755 278,310
Total liabilities and stockholders' equity $ 272,646 $ 329,785
v3.25.4
Consolidated Balance Sheets (Parenthetical) - $ / shares
Dec. 31, 2025
Dec. 31, 2024
Common Stock    
Common stock, shares issued (in shares) 365,432,329 361,557,285
Common stock, shares outstanding (in shares) 365,432,329 361,557,285
Common Class A    
Common Stock    
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Common stock, shares authorized (in shares) 2,100,000,000 2,100,000,000
Common stock, shares issued (in shares) 321,551,078 317,676,034
Common stock, shares outstanding (in shares) 321,551,078 317,676,034
Common Class B    
Common Stock    
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Common stock, shares authorized (in shares) 200,000,000 200,000,000
Common stock, shares issued (in shares) 43,881,251 43,881,251
Common stock, shares outstanding (in shares) 43,881,251 43,881,251
v3.25.4
Consolidated Statements of Operations and Comprehensive Loss - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Revenue from contracts with customers:    
Revenue $ 21,000 $ 2,040
Cost of revenues 9,693 752
Gross profit 11,307 1,288
Operating expenses:    
Research and development 67,045 72,141
General and administrative 26,876 38,395
Total operating expenses 93,921 110,536
Loss from operations (82,614) (109,248)
Other income (expense):    
Interest income 9,338 15,036
Gain (Loss) on change in fair value of Sponsor Earn-Out liabilities 1,677 (5,306)
Miscellaneous expense, net (1,210) (479)
Total other income, net 9,805 9,251
Loss before income taxes (72,809) (99,997)
Provision from income taxes (231) (188)
Net loss (73,040) (100,185)
Other comprehensive (loss) income, net of tax:    
Foreign currency translation gain (loss) 492 (456)
Unrealized gain (loss) on short-term investments 15 (164)
Total other comprehensive income (loss), net of tax 507 (620)
Total comprehensive loss $ (72,533) $ (100,805)
Net loss per share attributable to common stockholders - basic (in dollars per share) $ (0.22) $ (0.31)
Net loss per share attributable to common stockholders - diluted (in dollars per share) $ (0.22) $ (0.31)
Weighted-average shares outstanding, basic (in shares) 330,917,166 321,824,143
Weighted-average shares outstanding, diluted (in shares) 330,917,166 321,824,143
v3.25.4
Consolidated Statements of Stockholders' Equity - USD ($)
$ in Thousands
Common Stock
Additional Paid-in Capital
Accumulated Deficit
Accumulated Other Comprehensive Income (Loss)
Total
Beginning balance at Dec. 31, 2023 $ 35 $ 559,214 $ (198,686) $ (1,613) $ 358,950
Beginning balance (in shares) at Dec. 31, 2023 354,148,173        
Increase (Decrease) in Stockholders' Equity          
Issuance of common stock upon exercise of stock options $ 1 1,010     $ 1,011
Issuance of common stock upon exercise of stock options (in shares) 6,507,475       6,507,475
Restricted stock units vested   (635)     $ (635)
Restricted stock units vested (in shares) 1,896,743        
Forfeitures of Restricted Stock Awards (in shares) (854,008)        
Forfeitures of Earn-Out Restricted Shares   (146)     (146)
Forfeitures of Earn-Out Restricted Shares (in shares) (141,098)        
Stock-based compensation   19,935     19,935
Net loss     (100,185)   (100,185)
Foreign currency translation gain (loss)       (456) (456)
Unrealized gain (loss) on short-term investments       (164) (164)
Ending balance at Dec. 31, 2024 $ 36 579,378 (298,871) (2,233) $ 278,310
Ending balance (in shares) at Dec. 31, 2024 361,557,285       361,557,285
Increase (Decrease) in Stockholders' Equity          
Issuance of common stock upon exercise of stock options $ 2 75     $ 77
Issuance of common stock upon exercise of stock options (in shares) 614,255       614,255
Restricted stock units vested (in shares) 4,742,097        
Forfeitures of Restricted Stock Awards   (433)     $ (433)
Forfeitures of Restricted Stock Awards (in shares) (116,942)        
Forfeitures of Earn-Out Restricted Shares (in shares) (23,710)        
Repurchase and retirement of Class A common stock $ (1) (1,605)     (1,606)
Repurchase and retirement of Class A common stock (shares) (1,340,656)        
Stock issuance costs   (13)     (13)
Stock-based compensation   10,953     10,953
Net loss     (73,040)   (73,040)
Foreign currency translation gain (loss)       492 492
Unrealized gain (loss) on short-term investments       15 15
Ending balance at Dec. 31, 2025 $ 37 $ 588,355 $ (371,911) $ (1,726) $ 214,755
Ending balance (in shares) at Dec. 31, 2025 365,432,329       365,432,329
v3.25.4
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Cash Flows From Operating Activities    
Net loss $ (73,040) $ (100,185)
Adjustments to reconcile net loss to net cash used in operating activities:    
(Gain) loss on change of fair value of Sponsor Earn-Out liabilities (1,677) 5,306
Stock-based compensation 10,971 19,935
Depreciation and amortization 10,295 8,308
Accretion income from available-for-sale short-term investments (3,132) (7,215)
Loss on sale or disposal of fixed assets 1,306 701
Other 389 (1,323)
Changes in operating assets and liabilities:    
Receivable from related party   3,911
Accounts receivable (2,631) (950)
Inventories (1,035) 330
Prepaid expenses and other assets 9,982 (2,198)
Right-of-use assets 2,528 2,941
Deferred tax assets (137) (278)
Accounts payable 1,039 (72)
Operating lease liabilities (2,825) (2,915)
Accrued expenses and other liabilities (10,395) 7,618
Net cash used in operating activities (58,362) (66,086)
Cash Flows From Investing Activities    
Purchases of property and equipment (2,858) (12,206)
Acquisition of business, net of cash acquired (3,029)  
Proceeds from the sale of short-term investments 4,997  
Purchase of short-term investments (238,176) (215,102)
Proceeds from the maturities of short-term investments 199,880 335,500
Net cash (used in) provided by investing activities (39,186) 108,192
Cash Flows From Financing Activities    
Repurchase and retirement of Class A common stock (1,605)  
Payments for taxes withheld on vesting of restricted stock (433)  
Proceeds from stock option exercises 77 1,010
Net cash (used in) provided by financing activities (1,961) 1,010
Effect of exchange rates on cash 327 (687)
Net (decrease) increase in cash, cash equivalents and restricted cash (99,182) 42,429
Cash, cash equivalents and restricted cash at beginning of period (Note 6) 129,395 86,966
Cash, cash equivalents and restricted cash at end of period (Note 6) 30,213 129,395
Supplemental Cash and Non-Cash Information:    
Accounts payable and accrued expenses related to purchases of property and equipment 645 1,497
Income taxes paid   286
Deferred consideration payable for acquisition $ 8,770  
Lease liabilities arising from obtaining right-of-use assets   $ 12
v3.25.4
Nature of Business
 12 Months Ended
Dec. 31, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Nature of Business

Note 1.  Nature of Business

SES AI Corporation and its consolidated subsidiaries (together the “Company”) consists of SES AI Corporation (“SES”) and its wholly-owned subsidiary SES Holdings Pte. Ltd. (“SES Holdings” or “Old SES”), along with its wholly owned subsidiaries SolidEnergy Systems, LLC (“SES LLC”), SES (Shanghai) Co., Ltd. (“SES Shanghai”), SolidEnergy Systems Securities Corporation (“SES Securities”), Viking Power Systems Pte. Ltd. (“SES Viking”), SES AI Korea Co., Ltd. (“SES Korea”), Molecular Universe Pte. Ltd. (“Molecular Universe Ltd.”), SES Energy Storage (Shanghai) Co., Ltd. (“SES Energy Storage”), and Shenzhen UZ Energy Co., Ltd. (“UZ Energy”).

SES Holdings is a Singapore private company limited by shares formed in November 2018. SES LLC is a Delaware limited liability company formed in November 2018 as a result of the conversion from a corporation to a limited liability company by SolidEnergy Systems Corp, a Delaware corporation formed in April 2012. SES Shanghai was registered in Shanghai, China in August 2018. SES Securities was incorporated in December 2017 as a Massachusetts Security Corporation. SES Viking is a Singapore private company limited by shares and was formed in May 2019. SES Korea, formerly known as Massachusetts Solid Energy Co., Ltd., was registered in South Korea in November 2021. Molecular Universe Ltd. is a Singapore private company and was incorporated in September 2022. SES Energy Storage is a China private company and was incorporated in August 2025. UZ Energy is a China private company that was acquired in September 2025.

The Company is engaged in the development of AI-enhanced high-performance, Lithium-Metal (“Li-Metal”) and Lithium-ion (“Li-ion) rechargeable battery technologies and battery materials for Energy Storage Systems (“ESS”), Urban Air Mobility (“UAM”), drones, robotics, electric vehicles (“EVs”), and other applications. The Company’s mission is to accelerate the world’s energy transition through AI-enhanced material discovery and battery management. The Company’s differentiated battery technology has been designed to combine the high energy density of Li-Metal with the large-scale manufacturability of conventional Li-ion batteries in order to help promote the transition to new cleaner technologies. The Company is seeking to accelerate the pace of innovation by currently utilizing AI across the spectrum of our business, from engineering and manufacturing to battery health and safety monitoring and AI-accelerated battery materials discovery. The Company’s headquarter is located in Woburn, Massachusetts with research and development facilities located there, in Shanghai, China, and in Chungju, South Korea. Principal operations have commenced, and the Company has derived revenue from its principal business activities starting in October 2024.
v3.25.4
Summary of Significant Accounting Policies
 12 Months Ended
Dec. 31, 2025
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements include the accounts of the Company and have been prepared on a going concern basis and in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). The Company’s fiscal year ends on December 31.

Principles of Consolidation

The consolidated financial statements include the accounts of SES and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation.

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make use of estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of commitments and contingencies, and the reported amounts of revenues and expenses. The Company bases its estimates on available historical experience and on various other factors that the Company believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not apparent from other sources. Changes in estimates are reflected in reported results for the period in which they become known. Actual results may differ from those estimates.

Significant estimates and assumptions include those related to the valuation of (i) certain equity awards including, the Sponsor Earn-Out Shares (as defined below), and performance stock units, (ii) revenue from customers, (iii) deferred tax assets and uncertain income tax positions, (iv) the measurement of operating lease liabilities, (v) the evaluation of the recoverability of long-lived assets and goodwill,

including intangible assets, (vi) fair value measurement of acquired intangible assets and deferred consideration, and (vii) warranty reserve. On an ongoing basis, the Company evaluates these judgments and estimates for reasonableness.

Foreign Currency Translation

For the foreign subsidiaries of the Company, assets and liabilities are translated into U.S. dollars using exchange rates as of the balance sheet date, and income and expenses are translated using the average exchange rates in effect for the related month. The net effect of these translation adjustments is reported in accumulated other comprehensive (loss) income within total stockholders’ equity on the consolidated balance sheets. Net realized and unrealized gains (losses) from foreign currency transactions are included in miscellaneous income (expense), net in the consolidated statements of operations and comprehensive loss and were $0.7 million and $0.2 million for the years ended December 31 2025 and 2024, respectively.

Business Combinations

In accordance with the provisions of ASC Topic 805, Business Combinations, the Company recognizes the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. Determining these fair values requires management to make significant estimates and assumptions, especially with respect to intangible assets.

During the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill, or bargain purchase if applicable. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, any subsequent adjustments are recorded to the condensed consolidated statements of operations and comprehensive loss.

The results of operations of an acquired business are included in the Company’s consolidated financial statements from the date of acquisition. Acquisition-related costs, including advisory, legal, accounting, valuation and other costs are expensed as incurred and are included in general and administrative expenses on the consolidated statements of operations. Contingent consideration liabilities are recognized at the estimated fair value on the acquisition date. Subsequent changes to the fair value of contingent consideration liabilities are recognized in miscellaneous expense, net in the consolidated statements of operations and comprehensive loss.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand and highly liquid investments that have original maturity periods of 90 days or less at the time of purchase that are readily convertible to known amounts of cash.

Restricted Cash

Restricted cash includes cash held in checking and money market funds as collateral to secure certain insurance policies. If the date of availability or disbursement is less than one year, restricted cash is reported within prepaid expenses and other current assets on the consolidated balance sheets. If the date of availability or disbursement is longer than one year and the balances are maintained under an agreement that legally restricts the use of such funds, restricted cash is reported within other assets on the consolidated balance sheets. As of December 31, 2025 and 2024, the Company had restricted cash balances of $0.7 million and $0.6 million, respectively.

Revenue from Contracts with Customers

In October 2024, the Company began to generate revenue from its planned principal business activities. The Company recognizes revenue within the scope of ASC 606, Revenue from Contracts with Customers (“ASC 606”). ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. To achieve this core principle, the Company applies the following five-steps:

1.identify the contract(s) with the customer;
2.identify the performance obligations in the contract;
3.determine the transaction price;
4.allocate the transaction price to the performance obligations in the contract; and
5.recognize revenue as performance obligations are satisfied.

The Company only applies the five-step model to contracts when it is probable the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. The Company’s contracts do not contain significant financing components.

Product Revenue

The Company sells ESS products to its global customer base that were contract manufactured and enhanced through the installation of the Company’s battery management system. The Company also manufactures and sells battery cells and battery materials, such as electrolytes, to automotive and drone original equipment manufacturers (OEMs”) and other manufacturers. Product revenue is recognized at a point in time upon transfer of control of the product. Transfer of control generally occurs upon delivery to the customer, which is when the customer obtains physical possession of the goods, legal title is transferred, the customer has all risks and rewards of ownership and an obligation to pay for the goods is created. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to in exchange for the promised goods.

Service Revenue

The Company provides services for the design and development of Li-ion and Li-Metal battery materials in accordance with the customer’s specifications. Customers of the Company’s design and development services include OEM’s and other companies who use our battery technology and battery materials in their products, not limited to EV, UAM, and drones. Service revenue contracts generally have a term that extends from one to two years beginning at the effective date of the contract.

Consideration for service revenue contracts generally include up-front payments as well as further payments that become payable when the Company meets specific contractual milestones. The Company has an enforceable right to payment for performance completed to date and the deliverable has no alternative use to the Company. Judgment is required in the assessment of progress toward completion of the performance obligations. Service revenue is recognized over time using costs incurred to date relative to total estimated costs at completion to measure progress toward the satisfaction of its performance obligations.

Some of the Company’s service revenue contracts contain multiple performance obligations that are to be satisfied in sequential order and require customer acceptance to progress to the next performance obligation. This creates variable consideration in the context of the contract, which is included in the transaction price if it is probable that a significant future reversal of cumulative revenue under the contract will not occur; otherwise, the Company reduces transaction price by the amount of the variable consideration.

Deferred Revenue

Deferred revenue represents situations where the cash is collected, but the related revenue has not yet been recognized. Revenue is subsequently recognized when the revenue recognition criteria are met. Service revenue is generally invoiced based on contractual milestones and recognized based the Company’s estimated progress toward the satisfaction of the performance obligations.

Costs to Fulfill a Customer Contract

Certain costs, such as employee compensation for design, discovery and development services, are recognized as an asset if they relate directly to a customer contract, generate or enhance resources of the entity that will be used in satisfying future performance obligations, and are expected to be recovered. If these three criteria are not met, the costs are expensed in the period incurred. Deferred costs are recognized as cost of revenue in the period when the related revenue is recognized. As of December 31, 2025 and 2024, total deferred contract costs were $0.3 million and $0.1 million, respectively.

Cost of Revenue

Cost of revenue includes materials, labor, inventory, freight costs, overhead and other costs related to manufacturing our products and completing service contracts. Labor consists of personnel-related expenses such as salaries and benefits, and stock-based compensation. Overhead and other costs consist primarily of expenses incurred for outside services, utilities, rent, depreciation expense and other facilities-related costs. Costs related to battery materials and design services are recognized in the same period as the associated revenue is recognized.

Accounts Receivable

Accounts receivable and notes receivable are recorded at invoiced amounts less allowance for any credit losses. We recognize credit losses based on a forward-looking current expected credit losses (“CECL”) model. We make estimates of expected credit losses based upon the assessment of various factors, including the age of receivable balances, credit quality of our customers, current economic conditions,

reasonable and supportable forecasts of future economic conditions, and other factors that may affect our ability to collect from customers. The allowance for credit losses is recognized in the Consolidated Statement of Operations and Comprehensive Loss. The uncollectible receivables are written off in the period in which a determination is made that all commercially reasonable means of recovering them have been exhausted. We did not recognize an amount for the allowance for expected credit loss as of December 31, 2025 and 2024, respectively, and there were no write-offs of accounts receivable for the periods. As of December 31, 2025 and December 31, 2024, our accounts receivable was $4.8 million and $1.0 million, respectively. As of December 31, 2025, we have an immaterial amount of notes receivable and no notes receivable as of December 31, 2024.

Warranty Reserve

The Company’s ESS products are sold with a warranty that covers the products for manufacturing defects for up to a ten-year period after the sale of our products. The Company establishes a warranty reserve based on anticipated warranty claims using historical data at the time product revenue is recognized. This reserve requires us to make estimates regarding the amount and costs of warranty repairs we expect to make over a period of time. Factors affecting warranty reserve levels include the historical rates of warranty claims and cost to replace equipment. Warranty expense is recorded in cost of revenues and the related liabilities are record in accrued expenses and other current liabilities and other liabilities based on expected warranty term. We evaluate the adequacy of this reserve each reporting period.

Investments

The Company has investments in marketable debt and equity securities. Investments in marketable debt securities consist of U.S. treasury securities and are classified as available-for-sale at the time of purchase. The Company reevaluates the available-for-sale classification at each balance sheet date. These available-for-sale marketable debt securities are recorded at fair value, with any unrealized gains and losses included as a component of accumulated other comprehensive (loss) income in total stockholders’ equity on the consolidated balance sheets until realized or until a determination is made that an other-than-temporary decline in market value has occurred. The amortized cost of U.S. treasury securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion are reported within interest income in the consolidated statements of operations and comprehensive loss. Investments in marketable debt securities with a stated maturity date of less than one year are classified as short-term investments, while these with a stated maturity date of more than one year, and that are not expected to be used in current operations, are classified as long-term investments on the consolidated balance sheets, respectively. Investments in marketable equity securities are classified as short-term investments when the Company’s intention is to sell within a year, otherwise they will be classified as long-term investments. Investments in marketable equity securities with a readily determinable fair value, not accounted for under the equity method, are recorded at fair value with changes to fair value reported within miscellaneous income (expense), net in the consolidated statements of operations and comprehensive loss.

Inventories

Inventory is stated at the lower of average cost or net realizable value on a first-in, first-out basis. Inventory costs include purchase of materials, freight, storage, hauling, and certification costs. The cost basis of the Company’s inventory is reduced for any products that are considered excessive or obsolete based upon assumptions about future demand and market conditions. Once established, write-downs of inventory are considered permanent adjustments to the cost basis of inventory and cannot be reversed due to subsequent increases in demand forecasts. As of December 31, 2025 and 2024, the Company did not have excess or obsolete inventory reserves.

Inventories consisted of the following:

​

​

​

​

​

​

​

​

Year Ended December 31, 

(in thousands)

2025

​

2024

Inventories:

​

​

​

​

​

Raw materials

$

3,327

​

$

212

Work-in-process

​

27

​

​

—

Finished goods

​

1,110

​

​

—

In-transit

​

690

​

​

—

Total inventories

$

5,154

​

$

212

 

 

 

Concentrations

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents, restricted cash and short-term investments. The Company seeks to mitigate its credit risk with respect to such concentrations by holding its deposits with large, reputable, domestic financial institutions and investing in high credit rated shorter-term instruments. The account balances at these institutions may exceed Federal Deposit Insurance Corporation (“FDIC”) insurance coverage, and as a result, there may be a concentration of risk related to amounts invested in excess of FDIC insurance coverage. As of December 31, 2025 and 2024, the amount of cash, cash equivalents and restricted cash held by our subsidiaries in foreign bank accounts was $27.9 million and $4.4 million, respectively.

Fair Value Measurements

Fair value is defined as an exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, the Company considers the principal or most advantageous market in which it would transact, and it also considers assumptions that market participants would use when pricing the asset or liability.

The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. GAAP establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is as follows:

Level 1    Observable inputs such as quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2    Inputs other than the quoted prices in active markets that are observable either directly or indirectly.

Level 3    Unobservable inputs in which there are little or no market data and which require the Company to develop its own assumptions.

Certain of the Company’s financial instruments, including cash and cash equivalents, accounts payable, accrued expenses and other current liabilities are carried at cost, which approximates their fair value because of their short-term nature. The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis:

​

​

​

​

​

​

​

​

​

​

​

​

​

(in thousands)

Level 1

  ​ ​ ​

Level 2

  ​ ​ ​

Level 3

  ​ ​ ​

Total

December 31, 2025

​

​

​

​

​

​

​

​

​

​

​

Current assets

​

​

​

​

​

​

​

​

​

​

​

Cash equivalents in money market funds (Note 6)

$

15,554

​

$

—

​

$

—

​

$

15,554

U.S. treasury securities (Note 7)

​

169,229

​

​

—

​

​

—

​

​

169,229

Equity securities(1)

​

862

​

​

—

​

​

—

​

​

862

Total current assets at fair value

$

185,645

​

$

—

​

$

—

​

$

185,645

​

​

​

​

​

​

​

​

​

​

​

​

Current Liabilities

​

​

​

​

​

​

​

​

​

​

​

Deferred consideration, current(2)

​

—

​

​

—

​

​

1,093

​

​

1,093

Total current liabilities at fair value

$

—

​

$

—

​

$

1,093

​

$

1,093

​

​

​

​

​

​

​

​

​

​

​

​

Long-term Liabilities

​

​

​

​

​

​

​

​

​

​

​

Sponsor Earn-Out liabilities

$

—

​

$

—

​

$

7,795

​

$

7,795

Deferred consideration, non-current(2)

$

—

​

$

—

​

$

7,677

​

$

7,677

Total long-term liabilities at fair value

$

—

​

$

—

​

$

15,472

​

$

15,472

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2024

​

​

​

​

​

​

​

​

​

​

​

Current assets

​

​

​

​

​

​

​

​

​

​

​

Cash equivalents in money market funds (Note 6)

$

120,888

​

$

—

​

$

—

​

$

120,888

U.S. treasury securities (Note 7)

​

132,782

​

​

—

​

​

—

​

​

132,782

Equity securities(1)

​

967

​

​

—

​

​

—

​

​

967

Total current assets at fair value

$

254,637

​

$

—

​

$

—

​

$

254,637

​

​

​

​

​

​

​

​

​

​

​

​

Non-current liabilities

​

​

​

​

​

​

​

​

​

​

​

Sponsor Earn-Out liabilities

$

—

​

$

—

​

$

9,472

​

$

9,472

Total non-current liabilities at fair value

$

—

​

$

—

​

$

9,472

​

$

9,472

(1) Fair value was determined using publicly quoted market prices obtained from third-party sources in their respective markets.

(2) Fair value was determined using the Black Scholes option pricing formula capped call and capped put methodology using risk adjusted discount rate for the revenue and adjusted revenue forecasts.

 

 

There were no transfers in or out of Level 3 measurements during the years ended December 31, 2025 and 2024.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation for property and equipment, other than construction in progress, is based upon the following useful lives using the straight-line method:

​

​

​

​

Laboratory machinery and equipment

 

5 – 10 years

Office and computer equipment

 

3 – 5 years

Furniture and fixtures

 

5 years

Leasehold improvements

 

Shorter of useful life of asset or lease term

 

 

The Company periodically assesses the useful lives of the assets to determine whether events or circumstances may indicate that a revision to the useful life is warranted. Maintenance and repairs that do not extend the life or improve the asset are expensed as incurred. Construction in progress is stated at cost, which includes the cost of construction and other direct costs attributable to placing the asset in service.

Intangible Assets

Intangible assets purchased are recorded at cost and stated at cost less accumulated amortization. Intangibles assets with finite useful lives are amortized based on the pattern in which the economic benefits of the assets are estimated to be consumed over the following estimated useful lives:

​

​

​

​

Intellectual property

 

15 years

 

 

Amortization expense is included in general and administrative expenses in the consolidated statements of operations and comprehensive loss.

Impairment of Long-Lived Assets

The Company evaluates long-lived assets, including amortizable intangible assets and right-of-use assets, annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If such events or circumstances arise, the Company will compare the carrying amount of the asset group comprising the long-lived assets to the estimated future undiscounted cash flows expected to be generated by the asset group. If the estimated aggregate undiscounted cash flows are less than the carrying amount of the asset group, an impairment charge is recorded as the amount by which the carrying amount of the asset group exceeds the fair value of the assets, as based on the expected discounted future cash flows attributable to those assets. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. There were no impairments of long-lived assets during the years ended December 31, 2025 and 2024.

Goodwill, long-lived assets, and other intangible assets

Goodwill and other intangible assets that arise from acquisitions are recorded in accordance with ASC Topic 805, Business Combinations and ASC Topic 350, Intangibles—Goodwill and Other. In accordance with this guidance, specifically identified intangible assets must be recorded as a separate asset from goodwill if either of the following two criteria is met: (1) the intangible asset acquired arises from contractual or other legal rights; or (2) the intangible asset is separable. Intangibles are typically trade names and intellectual property. Goodwill is the excess of the purchase price over the fair value of identifiable net assets acquired in a business combination.

The Company recorded goodwill for the first time in connection with its acquisition of UZ Energy in September 2025. As the Company determined there to be a single reporting unit subsequent to the acquisition, management identified the historical losses of the legacy business to be an indicator of a triggering event, in accordance with ASC Topic 350. The Company performed a quantitative test for impairment, noting that the fair value of the Company using the market cap under the market approach exceeded its book value and concluded there was no impairment of goodwill.

Notes Payable

During 2025, the Company acquired notes payable liabilities, including accrued interest, as part of the UZ Energy acquisition detailed in “Note 3– Acquisitions.” The Company recorded notes payable at their carrying amount, including accrued interest, based on the rates and terms detailed in the original agreements for the notes payable. As of December 31, 2025, the outstanding notes payable and accrued interest balance was $0.8 million.

Leases

The Company determines if an arrangement includes a lease at inception. Lease arrangements generally have lease and non-lease components, which the Company has elected to account for as a single lease component. At the lease commencement date, the Company recognizes an operating lease liability and an operating lease asset, which represents the right to use the underlying asset for the lease term (the “ROU asset”). The operating lease liability is equal to the present value of (1) fixed lease payments for the noncancelable lease term, (2) fixed lease payments for optional renewal periods where it is reasonably certain the renewal option will be exercised, and (3) variable lease payments that depend on an underlying index or rate in effect at lease commencement. Variable lease payments as the difference between underlying index and the actual index, or that do not depend on an underlying index or rate in effect at lease commencement, such as common area maintenance, insurance, and property tax, are recognized in operating expenses when incurred. The operating ROU asset is initially measured at cost, which primarily comprises the initial amount of the lease liability and lease payments made prior to lease commencement, less any lease incentives received.

As the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at lease commencement in determining the present value of lease payments. The Company’s incremental borrowing rate estimates a secured rate that reflects the term of the lease, the nature of the underlying asset and the economic environment. The Company recognizes rent expense on a straight-line basis over the lease term, with any lease incentives amortized as a reduction of rent expense over the lease term. All ROU assets are periodically reviewed for impairment in accordance with standards that apply to long-lived assets. The Company excludes leases with an expected term of one year or less from recognition on the consolidated balance sheets.

Government Grants

The Company occasionally receives government grants that provide financial assistance for certain eligible expenditures. Government grants are not recognized until there is reasonable assurance that the Company will comply with the conditions attached to it, and that the grant will be received. The Company records such grants either as a reduction of the related expense or as other income, depending on the nature of the grant, in the consolidated statements of operations and comprehensive loss or as a reduction of the cost of the related asset in the consolidated balance sheets. If a grant amount is received but not earned, then such amount is deferred and shown as a liability in the consolidated balance sheet. See “Note 11 – Government Grant” for additional information about a government grant awarded to the Company.

Sponsor Earn-Out Liabilities

On February 2, 2022, in connection with the Domestication, 6,900,000 of Ivanhoe’s Class B ordinary shares held by Ivanhoe Capital Sponsor LLC (the “Sponsor”) converted into an equal number of shares of duly authorized, validly issued, fully paid and nonassessable Class B common stock, par value $0.0001 per share (the “Class B common stock”), of the Company. At Closing, these 6,900,000 shares of Class B common stock converted into an equal number of shares of duly authorized, validly issued, fully paid and nonassessable Class A common stock, par value $0.0001 per share (the “Class A common stock,” and together with the Class B common stock, “common stock”), of the Company (the “Sponsor Earn-Out Shares”). These Sponsor Earn-Out Shares are subject to certain transfer restrictions and forfeiture terms following the Closing, which will be released as follows:

●20% were subject to transfer restrictions until the date that is 180 days after the Closing (“Tranche 1”);
●20% are subject to transfer restrictions until SES’s closing stock price equals or exceeds $12.00 for 20 out of 30 consecutive trading days following the date that is 150 days after the Closing (“Tranche 2”);
●20% are subject to transfer restrictions until SES’s closing stock price equals or exceeds $14.00 for 20 out of 30 consecutive trading days following the date that is 150 days after the Closing (“Tranche 3”);
●20% are subject to transfer restrictions until SES’s closing stock price equals or exceeds $16.00 for 20 out of 30 consecutive trading days following the date that is 150 days after the Closing (“Tranche 4”); and
●20% are subject to transfer restrictions until SES’s closing stock price equals or exceeds $18.00 for 20 out of 30 consecutive trading days following the date that is 150 days after the Closing (“Tranche 5”).

If there is a change in control of SES at a per share value of greater than $18.00, then 100% of the Sponsor Earn-Out Shares will be released from these transfer restrictions; however if the per share value is less than $18.00 upon a change in control, then the Sponsor Earn-Out Shares will be released pro rata based on the per share value of the change in control and the stock price thresholds for release specified above. Any Sponsor Earn-Out Shares not released will be forfeited and cancelled.

The Sponsor Earn-Out Shares in Tranche 1 are accounted for as equity instruments because they are legally owned by the Sponsor, cannot be forfeited and were subject only to transfer restrictions that lapsed 180 days after February 3, 2022 (the “Closing Date”), which occurred on August 2, 2022, and as such meet the equity classification criteria in accordance with ASC 505, Equity. The Sponsor Earn-Out Shares under Tranche 2 through Tranche 5 are accounted for as a derivative liability measured at fair value, with changes in fair value reported within other expense, net on the consolidated statements of operations and comprehensive loss at each reporting period, because the earn-out triggering events that determine the number of Sponsor Earn-Out Shares to be earned back by the Sponsor include events that are not solely indexed to the shares of Class A common stock. As of December 31, 2025, the earn-out triggering events were not achieved for any of Tranche 2 through Tranche 5. See “Note 12 – Sponsor Earn-Out Liabilities” for further information on fair value.

Earn-Out Shares

In connection with the Business Combination, holders of Old SES common stock, redeemable convertible preferred stock, options and restricted shares received 29,999,947 earn-out shares of common stock, including (i) 23,691,182 shares of Class A common stock (the “Earn-Out Shares”) issued for the benefit of the former holders of Old SES common and redeemable convertible preferred stock; (ii) 2,308,969 shares of restricted Class A common stock (the “Earn-Out Restricted Shares”) issued to Old SES option holders and pre-Closing recipients of Old SES restricted shares; and (iii) 3,999,796 shares of Class B common stock (“Founder Earn-Out Shares”) issued to the CEO and certain entities affiliated with the CEO (the “SES Founder Group”).

The Earn-Out Shares and the Founder Earn-Out Shares (collectively, the “Escrowed Earn-Out Shares”) were placed into escrow at the Closing and shall vest on the date that the closing price of shares of Class A common stock is equal to or greater than $18.00 (“Triggering Event”) during the period beginning on the date that is one year following the Closing and ending on the date that is five years following the Closing (the “Earn-Out Period”). If a Triggering Event has not occurred by the expiration of the Earn-Out Period, then the Escrowed Earn-Out Shares shall be cancelled, and holders of such shares shall have no right to receive such Escrowed Earn-Out Shares. The Earn-Out Restricted Shares are subject to vesting based on the same terms as the Escrowed Earn-Out Shares and are also subject to forfeiture if such recipient’s service with the Company terminates prior to vesting. Any such forfeited Earn-Out Restricted Shares shall be available for grant pursuant to the Company’s incentive plan. If, during the earn-out period of five years, there is a change in control transaction at a per share price of greater than or equal to $18.00 per share, then all 29,999,947 earn-out shares will vest immediately prior to the consummation of such change in control, otherwise, all earn-out shares will be forfeited.

The Escrowed Earn-Out Shares to be released upon achievement of the vesting condition are classified as equity instruments and recorded at fair value in stockholders’ equity as vesting is indexed to the common stock of the Company. The Earn-Out Restricted Shares are accounted for as a single tranche equity award. See “Note 16 – Stock-Based Compensation” for further information on fair value of the Earn-Out Restricted Shares.

Common Stock Warrants

Prior to the Business Combination, Ivanhoe had issued 9,200,000 public warrants (“Public Warrants”) and 5,013,333 private placement warrants (“Private Warrants” and collectively with the Public Warrants, the “Warrants”) which were assumed by the Company at Closing. On February 1, 2022, prior to Closing, the Ivanhoe warrant holders approved certain amendments to the terms of the Warrants such that the Warrants met the derivative scope exception for contracts in the Company’s own stock and were recorded in stockholders’ equity. Prior to the amendment, the Warrants were accounted for as derivative liabilities measured at fair value, with changes in fair value recorded in the consolidated statements of operations and comprehensive loss at each reporting period. Each whole Warrant entitles the registered holder to purchase one share of Class A common stock at a price of $11.50 per share. Pursuant to the Warrant agreement, a Warrant holder may exercise its Warrants only for a whole number of shares of Class A common stock. This means only a whole Warrant may be exercised at a given time by a warrant holder. 

The amendments, among other things, include the following:

●amendments to the rights specific to the Private Warrants such that (a) the rights specific to Private Warrants are retained by the holder thereof regardless of such holder’s identity, (b) the Private Warrants are no longer subject to redemption by the Company when such warrants are trading at a price equal to or in excess of $10.00 per share but less than $18.00 per share and (c) the Private Warrants are no longer generally exercisable on a “cashless basis”;
●eliminates the Company’s ability to redeem any Public Warrants unless the Class A common stock is trading at a price equal to or in excess of $18.00 per share; and
●removes certain language related to the treatment of Warrants in the event of a tender offer for the shares underlying such Warrants.

Subsequent to the Closing, the Company registered 14,213,280 shares of Class A common stock issuable upon the exercise of the Warrants.

Research and Development

Research and development costs with no alternative future use are expensed as incurred. 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 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 GPUs to train AI models. Additionally, payments received by the Company under its JDAs are recognized as a reduction to research and development expense in the consolidated statements of operations and comprehensive loss.

General and Administrative

General and administrative expenses consist primarily of costs incurred for salaries and personnel-related expenses, including stock-based compensation expense, for our finance, legal and human resource functions, expenses for director and officer insurance, outside contractor and professional service fees, audit and compliance expenses, legal, accounting and other advisory services, as well as allocated facilities and information technology costs including depreciation and amortization.

Stock-Based Compensation

The Company measures compensation expense for all stock-based awards made to employees, directors, and non-employees, based on estimated fair values as of the grant date and recognizes the compensation expense using the straight-line method over the requisite service period, which is generally the vesting period. The Company accounts for forfeitures when they occur. Changes in the assumptions can materially affect the fair value and ultimately how much stock-based compensation expense is recognized. The inputs used in valuation models to estimate the fair value of certain stock-based awards are subjective and generally require significant analysis and judgment to develop. See “Note 15 – Stock-Based Compensation” for additional information about stock-based awards.

Income Taxes

Income tax expense has been provided using the asset and liability method. Deferred tax assets and liabilities are determined based on the estimated future tax consequences attributable to differences between the financial statement carrying amounts and tax bases of existing assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax expense or benefit is the result of changes in the deferred tax asset and liability. The Company provides a valuation allowance against net deferred tax assets if, based upon the available evidence, it is more likely than not that the deferred tax assets will not be realized. In evaluating the Company’s ability to recover deferred tax assets, the Company considers all available positive and negative evidence, including historical operating results, ongoing tax planning, and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis.

The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the Company’s consolidated financial statements from such positions are measured based on the largest benefit that has a greater than 50% likelihood of being realized. The Company recognizes interest and penalties associated with tax matters as part of the income tax provision and includes accrued interest and penalties with the related income tax liability within accrued expenses and other current liabilities on the consolidated balance sheets.

Other Comprehensive Income (Loss)

Other Comprehensive income (loss) includes changes in the balances of items that are reported directly as a separate component of stockholders’ equity on the consolidated balance sheets. The components of comprehensive loss are net loss, foreign currency translation adjustments and unrealized gains and losses from available-for-sale marketable debt securities. The Company does not provide for income taxes on foreign currency translation adjustments since it does not provide for taxes on the unremitted earnings of its foreign subsidiaries. The tax effects of unrealized gains and loss from available-for-sale marketable debt securities is recorded in deferred tax assets (liabilities) and fully offset by the valuation allowance. The changes in accumulated other comprehensive income (loss) are included in the Company’s consolidated statements of operations and comprehensive loss.

Net Income (Loss) Per Share

As the liquidation and dividend rights of Class A common stock and Class B common stock are identical, the net loss attributable to common stockholders is allocated on a proportionate basis, and the resulting net loss per share is identical for Class A common stock and Class B common stock under the two-class method.

Basic net income or loss per share attributable to Class A common stock and Class B common stock stockholders is computed by dividing the net income or loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. The diluted net income or loss per share attributable to common stockholders is calculated by giving effect to all potentially dilutive common stock equivalents outstanding during the period.

Recently Adopted Accounting Pronouncements

On December 4, 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 amends ASC 740, Income Taxes to expand income tax disclosures and requires that the Company disclose (i) the income tax rate reconciliation using both percentages and reporting currency amounts;  (ii) specific categories within the income tax rate reconciliation; (iii) additional information for reconciling items that meet a quantitative threshold; (iv) the composition of state and local income taxes by jurisdiction; and (v) the amounts of income taxes paid disaggregated by jurisdiction.  The Company adopted ASU 2023-09 for the year ended December 31, 2025 on a prospective basis.

In November 2024, The FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses, which requires more detailed information about the types of expenses included in certain expense captions presented on the consolidated statements of operations. Additionally, this amendment requires the disclosure of a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively and the disclosure of the total amount of selling expenses. The new standard is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. We are currently evaluating the impact of adoption on our financial disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which allows for a practical expedient election to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset in the development of a reasonable and supportable forecast as part of estimating expected credit losses. The new standard is effective for annual periods beginning after December 15, 2025, with early adoption permitted. We are currently evaluating the impact of adoption on our consolidated financial statements.

In September 2025, the FASB issued ASU No. 2025-06, Targeted Improvements to the Accounting for Internal-Use Software, which removes references to project stages and clarifies the timing of capitalizing costs based on certain thresholds. Additionally, this amendment requires certain disclosures in the notes to the financial statements regardless of financial statement presentation of software costs. The new standard is effective for annual periods beginning after December 15, 2027, and interim periods within those annual reporting periods with early adoption permitted. We are currently evaluating the impact of adoption on our consolidated financial statements and disclosures.

The Company has reviewed all other accounting pronouncements issued during the year ended December 31, 2025 and concluded they were either not applicable or not expected to have a material impact on the Company’s consolidated financial statements. 

 

 

 
v3.25.4
Acquisitions
 12 Months Ended
Dec. 31, 2025
Business Combination [Abstract]  
Acquisitions

Note 3. Acquisition

Acquisition of Shenzhen UZ Energy Co. Ltd. “(UZ Energy”)

On July 25, 2025, our wholly owned subsidiary, SES AI International I Pte Ltd, entered into a Share Transfer and Share Purchase Agreement (the “Agreement”) with UZ Energy and its shareholders to acquire 100% of the share capital of  UZ Energy, a China-based battery energy storage system manufacturer. The acquisition closed on September 15, 2025 (the “Closing”). The acquisition of UZ Energy was accounted for as a business combination and the results of UZ Energy’s operations from the date of closing have been included in our consolidated financial statements.

The aggregate consideration for the acquisition of UZ Energy is approximately RMB 183.5 million ($25.8 million), consisting of the purchase consideration of approximately RMB 93.5 million ($13.1 million) and a capital contribution of RMB 90.0 million ($12.6 million) made by the Company in exchange for newly issued shares of UZ Energy. Purchase consideration consists of cash payments of approximately RMB 23.5 million ($3.3 million), which was paid during the fourth quarter of 2025, and deferred consideration of approximately RMB 70.0 million ($9.8 million) tied to performance targets, assuming such targets are met but not exceeded. At the Closing, total purchase consideration was valued at RMB 83.3 million ($11.7 million), reflecting the acquisition date fair value of the deferred cash payments. The capital contribution was excluded from purchase consideration as the proceeds will remain with UZ Energy and will be used for working capital requirements.

The deferred consideration is contingent on UZ Energy meeting specified thresholds relating to revenue and cash balances for fiscal years 2025 and 2026. As of the Closing, the fair value of the deferred consideration was estimated using a Black-Scholes option-pricing model. As of December 31, 2025, the possible outcomes for the range of deferred cash payments, on an undiscounted basis, are from $1.1 million

to $11.8 million. The analysis considered, among other items, contractual terms of the Agreement, the Company’s discount rate, the timing of expected future cash flows and the probability that the revenue and cash balance thresholds required for payment of the deferred consideration will be achieved. The Company recorded the acquisition date fair value of the short-term portion of the deferred payment liability within accrued expenses and other current liabilities and the long-term portion of the deferred payment liability within other liabilities, non-current on the consolidated balance sheets, respectively.

The purchase price was allocated to the assets acquired and liabilities assumed based on the estimated fair values at the date of acquisition. The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill. Goodwill is primarily attributed to the expected synergies from future expected economic benefits, including enhanced revenue growth from expanded products and capabilities related to ESS, as well as substantial cost savings from duplicative overheads, streamlined operations and enhanced efficiency. Goodwill is not deductible for tax purposes. The following table summarizes the preliminary allocation of the purchase price (in thousands):

 

Cash and cash equivalents

$

795

Accounts receivable

1,139

Inventory

3,807

Prepaid expenses and other current assets

3,465

Property, plant and equipment

1,023

Intangible assets, net

1,753

Goodwill

​

13,272

​

Other assets

195

​

Accounts payable

(2,644)

​

Accrued expenses and other liabilities

​

(1,828)

​

Deferred revenue

​

(6,862)

​

Operating lease liability

​

(174)

​

Note payable, current

​

(1,966)

​

Total

$

11,975

 

 

The above fair values of assets acquired and liabilities assumed are based on the information that was available as of the reporting date. During the fourth quarter, the Company recorded measurement period adjustments to the preliminary purchase price allocation for the acquisition of UZ Energy. These adjustments, which reflect new information obtained about facts and circumstances that existed as of the acquisition date, resulted in an increase in warranty reserve liability and a corresponding increase in goodwill. The fair values include Level 3 unobservable inputs and were determined using generally accepted valuation techniques. The Company’s allocation of the purchase price to certain assets acquired and liabilities assumed is provisional and the Company will continue to adjust those estimates as additional information pertaining to events or circumstances present as of the closing becomes available and final valuation and analysis are completed. The Company will finalize the purchase price allocation no later than one year from the acquisition date.

The following table presents a reconciliation of the deferred consideration liability:

​

​

​

​

​

​

(in thousands)

Balance as of December 31, 2024

​

$

—

Additions during the year

​

​

11,698

Payments during the year

​

​

(3,357)

Change in fair value

​

 

205

Foreign exchange impact

​

​

224

Balance as of December 31, 2025

​

$

8,770

 

 

The deferred consideration liability, which was measured at fair value on Acquisition Date and was remeasured to fair value for actual 2025 results and expected 2026 results. The change in fair value was recorded within miscellaneous expense, net of the Company’s Consolidated Statements of Operations.

The following table sets forth the components of the identifiable intangible assets acquired and their estimated fair values and useful lives as of the date of the acquisition:

 

(in thousands)

Fair Value

  ​ ​ ​

Weighted Average

Useful Lives

Patents

$

1,685

​

​

15 years

Trademarks

 

68

​

 

15 years

Total acquired intangible assets

$

1,753

​

​

​

 

 

The amount of revenue and pre-tax loss the Company recognized since the acquisition, which is included in the consolidated statements of operations and comprehensive loss for the years ending December 31, 2025, was approximately $7.4 million and $0.4 million, respectively.

The Company has not included pro-forma financial information for the acquisition of UZ Energy in these consolidated financial statements. It was determined that the preparation of such information is impracticable as UZ Energy was a foreign, privately held entity that did not historically maintain financial statements in accordance with the U.S. GAAP. The Company has, however, included the results of UZ Energy's operations in its consolidated financial statements from the Closing date forward. 

 
v3.25.4
Revenue
 12 Months Ended
Dec. 31, 2025
Revenue from Contract with Customer [Abstract]  
Revenue

Note 4. Revenue

We disaggregate our revenue from customers by the type of arrangement, primarily from the sale of battery products and from providing research and development services, as this depicts how the nature, amount, timing, and cash flows are affected by economic factors. The following table summarizes the Company’s disaggregated revenue:

​

​

​

​

​

​

​

​

Year Ended December 31, 

(in thousands)

2025

​

2024

Revenue from customers:

​

​

​

​

​

Service revenue

$

13,582

​

$

1,920

Product revenue

​

7,418

​

​

120

Total revenue from customers

$

21,000

​

$

2,040

 

 

Remaining Performance Obligations

We have performance obligations associated with commitments in customer contracts for future services that have not yet been recognized as revenue. As of December 31, 2025, the aggregate amount of the transaction price allocated to the remaining performance obligations related to customer contracts that were unsatisfied or partially unsatisfied, was approximately $0.3 million, which is expected to be recognized as revenue within one year. This amount does not include contracts to which the customer is not committed. The estimated timing of the recognition of remaining unsatisfied performance obligations is subject to change and is affected by changes to scope, changes in timing of delivery of products and services, or contract modifications.

Contract Assets

The Company records accounts receivable when the right to consideration is unconditional, subject only to the passage of time. Contract assets primarily relate to unbilled service revenue. The Company does not have the right to bill and collect revenue for certain performance obligations until the milestone is complete. Estimated revenue related to milestone achievement cannot be billed or collected until customer acceptance of milestone is completed. Contract assets are included in prepaid and other current assets in the Company's consolidated balance sheets. The following table reflects the change in contract assets between December 31, 2024 and December 31, 2025:

​

​

​

​

​

Year Ended December 31, 

(in thousands)

2025

Contract assets:

​

​

Balance at December 31

$

—

Additions

​

12,775

Billings to customer

​

(11,650)

Balance at December 31

$

1,125

 

 

Contract Liabilities

Contract liabilities primarily relate to the advance consideration received from customers. Contract liabilities are included in accrued expenses and other current liabilities in the Company's consolidated balance sheets. The following table reflects the change in contract liabilities between December 31, 2024 and December 31, 2025:

​

​

​

​

​

Year Ended December 31, 

(in thousands)

2025

Contract liabilities:

​

​

Balance at December 31

$

—

Additions

​

8,442

Revenue recognized

​

(5,749)

Foreign exchange adjustments

​

(24)

Balance at December 31

$

2,669

 

 

 
v3.25.4
Partnerships
 12 Months Ended
Dec. 31, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Partnerships

Note 5. Partnerships

In December 2020, the Company established a partnership with Hyundai Motor Company (“Hyundai”) when it entered into a joint development agreement (“JDA”) to jointly research and develop Li-Metal battery technology, which concluded in November 2023.  Further, in May 2021, the Company executed another JDA with Hyundai to jointly develop the A-Sample Li-Metal batteries effective August 31, 2021. In March 2024, the Company extended this JDA until December 2025 to develop the B-sample Li-Metal batteries. The JDA concluded in December 2025.

In February 2021, the Company established a partnership with GM Global Technology Operations LLC (“GM Technology”), an affiliate of GM Ventures LLC (“GM Ventures”), and General Motors Holdings LLC (“GM Holdings”) (collectively, “General Motors” or “GM”) when it entered into a JDA to jointly research and develop the A-Sample Li-Metal batteries and build-out a prototype manufacturing line for GM Technology. The JDA concluded in September 2024.

In December 2021, the Company established a partnership with Honda Motor Company, Ltd. (“Honda”) when it entered into a JDA to jointly research and develop the A-Sample Li-Metal batteries, which concluded in June 2023. The Company entered into a B-sample services agreement with Honda to replace the JDA in January 2025, with a term through June 2026. The JDA concluded in December 2025.

In November 2023, the Company entered into a B-Sample JDA with one of our OEM partners for delivery of the B-Sample batteries. The JDA had a term of two and half years. The JDA concluded in December 2025.

Under the terms of certain JDAs, the Company funded research and development activities and capital expenditures related to the buildout of pilot manufacturing lines and the JDA partner was required to refund such expenses to the Company, regardless of the results of the R&D activities. The following table summarizes credits to research and development recorded in accordance with the terms of the JDA agreements:

​

​

​

​

​

​

​

​

Year Ended December 31, 

(in thousands)

2025

  ​ ​ ​

2024

Research and development (related party)

$

—

​

$

3,190

Research and development

​

—

​

​

5,385

Total credits to research and development

$

—

​

$

8,575

 

 

 
v3.25.4
Cash and Cash Equivalents
 12 Months Ended
Dec. 31, 2025
Cash and Cash Equivalents [Abstract]  
Cash and Cash Equivalents

Note 6.  Cash and Cash Equivalents

The following table presents information about the Company’s cash, cash equivalents, and restricted cash, as shown in the consolidated statements of cash flows:

​

​

​

​

​

​

​

​

​

​

​

(in thousands)

December 31, 2025

  ​ ​ ​

December 31, 2024

Cash

$

13,987

​

$

7,908

Money market funds

 

15,554

​

 

120,888

Total cash and cash equivalents

​

29,541

​

​

128,796

Restricted cash included in other assets

 

672

​

 

599

Total cash, cash equivalents, and restricted cash

$

30,213

​

$

129,395

 

 

 
v3.25.4
Short-Term Investments
 12 Months Ended
Dec. 31, 2025
Investments, Debt and Equity Securities [Abstract]  
Short-Term Investments

Note 7.  Short-Term Investments

The following table provides amortized costs, gross unrealized gains and losses, and fair values for the Company’s investments in available-for-sale U.S treasury securities as of December 31, 2025 and December 31, 2024, which had maturity dates that range from 0 months to 10 months, respectively. Fair value was determined using market prices obtained from third-party sources. Realized gains or losses were insignificant for the years ended December 31, 2025 and 2024.

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2025

​

​

​

Gross

​

Gross

​

​

​

(in thousands)

Amortized Cost

  ​ ​ ​

Unrealized Gains

  ​ ​ ​

Unrealized Losses

  ​ ​ ​

Fair Value

Short-term U.S. treasury securities

$

169,046

​

$

183

​

$

—

​

$

169,229

Total

$

169,046

​

$

183

​

$

—

​

$

169,229

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2024

​

​

​

Gross

​

Gross

​

​

​

(in thousands)

Amortized Cost

  ​ ​ ​

Unrealized Gains

  ​ ​ ​

Unrealized Losses

  ​ ​ ​

Fair Value

Short-term U.S. treasury securities

$

132,615

​

$

167

​

$

—

​

$

132,782

Total

$

132,615

​

$

167

​

$

—

​

$

132,782

 

 

The Company had $0.9 million and $1.0 million marketable equity securities as of December 31, 2025 and 2024, respectively, with an initial cost of $0.5 million. Total unrealized gain of $0.4 million and $0.5 million is recorded under miscellaneous (expense) income, net in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2025 and 2024, respectively. 

 
v3.25.4
Property and Equipment, Net
 12 Months Ended
Dec. 31, 2025
Property, Plant and Equipment [Abstract]  
Property and Equipment, Net

Note 8. Property and Equipment, Net

Property and equipment, net consisted of the following:

​

​

​

​

​

​

​

​

​

​

As of December 31, 

(in thousands)

  ​ ​ ​

2025

  ​ ​ ​

2024

Laboratory machinery and equipment

​

$

33,273

​

$

31,092

Office and computer equipment

​

 

2,054

​

 

1,595

Leasehold improvements

​

 

23,343

​

 

24,390

Construction in progress

​

​

39

​

​

1,971

Total property and equipment

​

 

58,709

​

 

59,048

Less: accumulated depreciation

​

 

(29,843)

​

 

(20,883)

Property and equipment, net

​

$

28,866

​

$

38,165

 

 

Depreciation expense was $10.1 million and $8.2 million for the years ended December 31, 2025 and 2024, respectively. 

 
v3.25.4
Goodwill and Intangible Assets, Net
 12 Months Ended
Dec. 31, 2025
Goodwill and Intangible Assets Disclosure [Abstract]  
Intangible Assets, Net

Note 9. Goodwill and Intangible Assets, Net

Changes in the carrying amount of goodwill were as follows:

​

​

​

​

​

​

  ​ ​ ​

(in thousands)

Balance as of December 31, 2024

​

$

—

Acquisitions

​

​

13,272

Balance as of December 31, 2025

​

$

13,272

 

 

Intangible assets, net consisted of the following:

​

​

​

​

​

​

​

​

​

​

As of December 31, 

(in thousands)

  ​ ​ ​

2025

  ​ ​ ​

2024

Intellectual property

​

$

3,672

​

$

1,918

Less: accumulated amortization

​

 

(863)

​

 

(701)

Intangible assets, net

​

$

2,809

​

$

1,217

 

 

Amortization expense was $0.2 million and $0.1 million for the years ended December 31, 2025 and 2024, respectively. Amortization expense associated with the intangible assets included on the Company’s consolidated balance sheets as of December 31, 2025 is expected to be as follows:

​

​

​

​

​

Years Ending December 31,

​

(in thousands)

2026

​

$

242

2027

​

 

242

2028

​

 

242

2029

​

 

242

2030

​

 

242

Thereafter

​

​

1,599

Total

​

$

2,809

 

 

 
v3.25.4
Accrued Expenses and Other Current Liabilities
 12 Months Ended
Dec. 31, 2025
Payables and Accruals [Abstract]  
Accrued Expenses and Other Current Liabilities

Note 10.  Accrued Expenses and Other Current Liabilities

The components of accrued expenses and other current liabilities consisted of the following:

​

​

​

​

​

​

​

​

As of December 31, 

(in thousands)

2025

  ​ ​ ​

2024

Employee compensation and related costs

$

4,347

​

$

6,646

Vendor project charges

​

3,000

​

​

7,500

Contract liabilities

​

2,669

​

​

—

Professional and consulting services

​

891

​

​

1,480

Short-term notes payables

​

830

​

​

—

Software services

​

769

​

​

—

Income taxes payable

​

490

​

​

313

Construction in process

​

53

​

​

1,408

Other

 

2,022

​

 

982

Accrued expenses and other current liabilities

$

15,071

​

$

18,329

 

 

 
v3.25.4
Government Grant
 12 Months Ended
Dec. 31, 2025
Government Assistance [Abstract]  
Government Grant

Note 11.  Government Grant

In December 2022, the Company was awarded a grant (the “Grant”) from certain Korean government agencies. The incentives received under the Grant, which is in the form of cash, can be used for facilities related expenses and the purchase of property and equipment. The Company is required to adhere to the following conditions attached to the incentives, which include purchase of a government grant guarantee insurance policy, required minimum investments into specified spending categories and the creation of a minimum amount of permanent full-time jobs in a certain geographical location over the next five years, with the option to extend to 10 years by remaining in a certain geographical location. If determined that we were ineligible to receive the Grant, we could be required to repay the Grant in its entirety with interest. The Company has yet to fulfill the required minimum investment and minimum employment conditions hence interest payable was recorded. The compliance with these conditions will continue to be monitored over the remaining grant period.

As of December 31, 2025 and 2024, respectively, the Company had received, but not yet earned 12 billion Korean won. These balances are equivalent to $8.3 million and $8.1 million, after translation, as of December 31, 2025 and December 31, 2024, respectively, which is disclosed as a noncurrent liability in the consolidated balance sheets. 

 
v3.25.4
Sponsor Earn-Out Liabilities
 12 Months Ended
Dec. 31, 2025
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Sponsor Earn-Out Liabilities

Note 12.  Sponsor Earn-Out Liabilities

The Sponsor Earn-Out shares in Tranche 2 through Tranche 5 have been measured at their estimated fair value using a Monte Carlo simulation valuation model. Inherent in the valuation model are assumptions related to expected stock price volatility, risk-free interest rate, expected life, and dividend yield. The key inputs used in the Monte Carlo simulation model for the Sponsor Earn-Out liabilities at their measurement dates were as follows:

​

​

​

​

​

​

​

​

​

December 31, 2025

​

​

December 31, 2024

Expected term (in years)

​

5.7

​

​

5.9

Risk free rate

​

3.77%

​

​

4.38%

Expected volatility

​

100.0%

​

​

95.0%

Expected dividends

​

0%

​

​

0%

Stock price

$

1.80

​

$

2.19

 

 

The stock price is based on the closing price of the Company’s Class A common stock as of the valuation date and simulated through the end of the earn-out period following Geometric Brownian Motion. Expected volatility is based on the weighted average historical volatilities of the Company’s Class A common stock and public warrants as well as the common stock of select peer companies’ that matches the expected term of the awards (range of the weighted average of volatility is 96.2% - 101.2% and 87.3% - 122.5% for the years ended December 31, 2025 and 2024, respectively). The expected term is derived from the probability weighted model, considering the number of inputs, including the probability of a change in control. The risk-free interest rate is based on the yield curve for zero-coupon U.S. Treasury notes with maturities corresponding to the expected term of the awards. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

The following table provides a reconciliation of the beginning and ending balances for the Sponsor Earn-Out liabilities:

​

​

​

​

​

(in thousands)

Balance as of December 31, 2023

$

4,166

Change in fair value

​

5,306

Balance as of December 31, 2024

​

9,472

Change in fair value

  ​

(1,677)

Balance as of December 31, 2025

$

7,795

 

 

 
v3.25.4
Leases
 12 Months Ended
Dec. 31, 2025
Leases [Abstract]  
Leases

Note 13.  Leases

The Company’s operating leases consist primarily of leases for office and plant spaces. Certain of the Company’s operating leases include escalating rental payments, some of which include the option to extend the lease term for up to 5 years, and some include options to terminate the lease at certain times within the lease term. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The Company’s total operating lease cost was $3.2 million and $3.5 million for the years ended December 31, 2025 and 2024, respectively. Cash paid for amounts included in the measurement of lease liabilities was $3.4 million and $3.5 million for the years ended December 31, 2025 and 2024.

The following table summarizes the future minimum undiscounted lease payments under existing operating leases as of December 31, 2025:

​

​

​

​

Years Ending December 31,

(in thousands)

2026

$

2,831

2027

​

1,925

2028

​

1,664

2029

​

1,163

2030

​

1,138

Thereafter

​

775

Total future minimum lease payments

​

9,496

Less: imputed interest

​

(1,385)

Total future minimum lease payments

$

8,111

 

 

As of December 31, 2025 and 2024, the weighted average remaining lease term for operating leases was 4.4 years and 4.9 years, respectively, and the weighted average discount rate used to determine the operating lease liability was 7.2% and 7.4%, respectively. 

 
v3.25.4
Commitments and Contingencies
 12 Months Ended
Dec. 31, 2025
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

Note 14.  Commitments and Contingencies

Commitments

Under the terms of one of the JDAs entered into in 2021, the Company is committed to undertake certain research and development activities to the benefit of both itself and its OEM Partners which involves expenditures related to engineering efforts and purchases of related equipment. The JDA had an agreed-upon commitment value of up to $35 million. As of December 31, 2025, the Company has a remaining commitment to spend up to $7.3 million.

Legal Contingencies

From time-to-time, the Company may be subject to claims arising in the ordinary course of business or become involved in litigation or other legal proceedings. While the outcome of such claims or other proceedings cannot be predicted with certainty, the Company’s management expects that any such liabilities, to the extent not provided for by insurance or otherwise, would not have a material effect on the Company’s financial condition, results of operations or cash flows.

Indemnifications

The Company enters into indemnification provisions under agreements with other companies in the ordinary course of business, including, but not limited to, partnerships, landlords, vendors, and contractors. Pursuant to these arrangements, the Company agrees to indemnify, defend, and hold harmless the indemnified party for certain losses suffered or incurred by the indemnified party as a result of the Company’s activities. The maximum potential amount of future payments the Company could be required to make under these agreements is not determinable. The Company has never incurred costs to defend lawsuits or settle claims related to these indemnification provisions. In addition, the Company indemnifies its officers, directors, and certain key employees against claims made with respect to matters that arise while they are serving in their respective capacities as such, subject to certain limitations set forth under applicable law, and applicable indemnification agreements. The Company maintains insurance, including commercial general liability insurance, product liability insurance, and directors and officers insurance to offset certain potential liabilities under these indemnification provisions. To date, there have been no claims under these indemnification provisions. 

 
v3.25.4
Stockholders' Equity
 12 Months Ended
Dec. 31, 2025
Stockholders' Equity Note [Abstract]  
Stockholders' Equity

Note 15. Stockholders’ Equity

Class A and Class B Common Stock

Pursuant to the Company’s certificate of incorporation, the Company is authorized to issue 2,100,000,000 shares of Class A common stock, par value $0.0001 per share and 200,000,000 shares of Class B common stock, par value $0.0001 per share. Class A common stock and Class B common stock are referred to as common stock throughout the notes to these financial statements, unless otherwise noted.

The rights of holders of Class A common stock and Class B common stock are identical, except with respect to voting. The holder of each share of Class A common stock is entitled to one vote, while the holder of each share of Class B common stock is entitled to ten votes. Each share of Class B common stock is convertible on a one-for-one basis into a share of Class A common stock at the holder’s option or otherwise automatically upon the occurrence of certain events, namely: (i) each share of Class B common stock that is transferred by SES Founder Group, or certain permitted transferee holders (“Qualified Holders”), will convert into a share of Class A common stock; (ii) all outstanding shares of Class B common stock will convert into shares of Class A common stock if the SES Founder Group or Qualified Holders collectively cease to beneficially own at least 20 percent of the number of shares of Class B common stock (as such number of shares is equitably adjusted in respect of any reclassification, stock dividend, subdivision, combination or recapitalization of the Class B common stock) collectively held by the SES Founder Group and Qualified Holders of Class B common stock as of the time the Business Combination took effect; or (iii) all outstanding shares of Class B common stock will convert into shares of Class A common stock upon the date specified by the affirmative vote of the holders of at least two-thirds of the then-outstanding shares of Class B common stock, voting as a separate class. Each outstanding share of Class B common stock is entitled to ten votes per share and each outstanding share of Class A common stock is entitled to one vote per share.

For accounting purposes, only shares that are fully vested or that are not subject to repurchase are considered issued and outstanding, as reconciled in the table below:

​

​

​

​

​

​

December 31, 2025

​

December 31, 2024

Class A Shares Outstanding

321,551,078

​

317,676,034

Class B Shares Outstanding

43,881,251

​

43,881,251

Total shares of common stock legally issued and outstanding

365,432,329

​

361,557,285

Less: Shares subject to future vesting:

​

​

​

Escrowed Earn-Out Shares

(27,690,978)

​

(27,690,978)

Sponsor Earn-Out Shares

(5,520,000)

​

(5,520,000)

Earn-Out Restricted Shares

(742,280)

​

(765,990)

RSAs

—

​

(255,458)

Total shares issued and outstanding

331,479,071

​

327,324,859

 

 

Preferred Stock

Pursuant to the Company’s certificate of incorporation, the Company is authorized to issue 20,000,000 shares of preferred stock having a par value of $0.0001 per share. The Company’s board of directors has the authority to issue preferred stock and to determine the rights, preferences, privileges, and restrictions, including voting rights of such preferred stock. As of December 31, 2025 and 2024, no shares of the Company’s preferred stock were issued and outstanding.

Dividends

Common stock is entitled to dividends when and if declared by the Company’s board of directors, subject to the rights of all classes of stock outstanding having priority rights to dividends. The Company has not paid any cash dividends on common stock to date. The Company may retain future earnings, if any, for the further development and expansion of its business and has no current plans to pay cash dividends for the foreseeable future.

Common Stock Warrants

Prior to the Business Combination, Ivanhoe issued 9,200,000 Public Warrants and 5,013,333 Private Warrants and prior to the Closing, Ivanhoe amended the terms of the Warrants, as discussed in “Note 2 – Summary of Significant Accounting Policies,” which resulted in the Warrants being classified as a component of stockholders’ equity. There is an effective registration statement and prospectus relating to the shares issuable upon exercise of the Warrants.

Public Warrants

Public Warrants have an exercise price of $11.50 and the Company may, in its sole discretion, reduce the exercise price of the Public Warrants to induce early exercise, provided that adequate notice is provided to warrant holders pursuant to the terms of the Warrant Agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the Warrants may also be adjusted in certain circumstances including in the event of a share dividend, recapitalization, reorganization, merger or consolidation. In no event is the Company required to net cash settle the Public Warrants.

The Public Warrants became exercisable 30 days following the Business Combination and expire at the earliest of five years following the Business Combination, liquidation of the Company, or the date of redemption elected at our option provided that the value of the Class A common stock exceeds $18.00 per share.

Under certain circumstances, the Company may elect to redeem the Public Warrants at a redemption price of $0.01 per Public Warrant at any time during the term of the Warrant in which the Class A common stock share trading price has been at least $18.00 per share for 20 trading days within the 30 trading-day period. If the Company elects to redeem the Warrants, it must notify the Public Warrant holders in advance, who would then have at least 30 days from the date of notification to exercise their respective Warrants. If any such Warrants are not exercised within that 30-day period, they will be redeemed pursuant to this provision.

As of December 31, 2025 and 2024, the Company had outstanding Public Warrants to purchase 9,199,947 shares of Class A common stock.

Private Warrants

The Private Warrants have similar terms to the Public Warrants, except that the Private Warrants are not redeemable. As of December 31, 2025 and 2024, the Company had outstanding Private Warrants to purchase 5,013,333 shares of Class A common stock.

The Company has the following shares of common stock available for future issuance on an as-if converted basis:

​

​

​

​

​

​

​

​

​

​

December 31, 2025

  ​ ​ ​

December 31, 2024

Shares reserved for issuance under the SES AI Corporation 2021 Plan

38,518,171

​

37,263,345

Common stock options outstanding

5,431,725

​

6,063,110

Public Warrants

9,199,947

​

9,199,947

Private Warrants

5,013,333

​

5,013,333

RSUs

13,883,881

​

13,282,923

PSUs

5,963,154

​

5,973,050

Total common stock available for future issuance

78,010,211

​

76,795,708

 

 

 
v3.25.4
Stock-Based Compensation
 12 Months Ended
Dec. 31, 2025
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation

Note 16.  Stock-Based Compensation

Equity Award Plan

Old SES established its initial share incentive plan in 2013 (the “2013 Plan”), which was subsequently replaced with a new share incentive plan in 2018 (the “2018 Plan”). Under the terms of the 2013 Plan and 2018 Plan, certain number of shares were reserved for the issuance of incentive stock options (“ISOs”) and non-statutory stock options (“NSOs”) to employees, officers, directors, consultants and advisors. On March 30, 2021, the Company amended the 2018 Plan with the SES Holdings Pte. Ltd. 2021 Share Incentive Plan (the “2021 Plan”) and increased the total shares reserved for future issuance by 486,975 shares. Upon approval of the 2021 Plan, any shares that, as of the date of stockholder approval, were reserved but not issued pursuant to any awards granted under the Company’s 2018 Plan were rolled into the 2021 Plan. In addition, any shares issued pursuant to or subject to stock options or similar awards granted under the 2018 Plan that expired or otherwise terminated without having been exercised in full or that were forfeited or repurchased by the Company, rolled into the 2021 Plan. The 2021 Plan provided for the discretionary grant of ISOs, NSOs, and Restricted Share Awards (“RSAs”).

In connection with the Business Combination, the 2021 Plan was terminated and the remaining unallocated share reserve was cancelled, and no new awards will be granted under the 2021 Plan. At Closing, a total of 20,748,976 ISOs and NSOs and 2,273,727 RSAs (as converted, due to retroactive application of reverse recapitalization) outstanding under the 2021 Plan were assumed by the Company under the SES AI Corporation 2021 Plan (defined below).

SES AI Corporation 2021 Plan

In connection with the Business Combination, the Company adopted the SES AI Corporation 2021 Incentive Award Plan (the “SES 2021 Plan”) under which 36,862,002 shares of Class A common stock were initially reserved for issuance of ISOs, NSOs, stock appreciation rights (“SARs”), RSAs, restricted stock units (“RSUs”), performance compensation awards (“PSUs”), other stock-based and cash-based awards, and dividend equivalents. In addition, and subject to certain limitations, any shares issued pursuant to or subject to awards granted under the 2021 Plan that expired or otherwise terminated without having been exercised in full or that were forfeited or repurchased by the Company, rolled into the SES 2021 Plan. The SES 2021 Plan allows for the maximum number of shares issuable to automatically increase on January 1st of each year for a period of ten years commencing on January 1, 2023 and ending on (and including) January 1, 2031, in an amount equal to two percent of the total number of shares of stock outstanding on December 31st of the preceding year. As of December 31, 2025, 38,518,171 shares remain available for future issuance under the SES 2021 Plan.

Stock-Based Compensation Expense

Compensation expense related to stock-based awards was recorded as follows:

​

​

​

​

​

​

​

​

Years Ended December 31, 

(in thousands)

2025

  ​ ​ ​

2024

Research and development

$

3,037

​

$

8,021

General and administrative

 

7,595

​

​

11,896

Cost of revenue

 

339

​

​

18

Total

$

10,971

​

$

19,935

 

 

The following table summarizes share-based compensation expense by award type:

​

​

​

​

​

​

​

​

Years Ended December 31, 

(in thousands)

2025

  ​ ​ ​

2024

RSUs

$

8,359

​

$

12,733

PSUs

​

1,380

​

​

2,885

RSAs

​

1,199

​

​

1,950

Stock options

​

33

​

​

370

Earn-Out Restricted Shares

​

—

​

​

1,997

Total

$

10,971

​

$

19,935

 

 

 Restricted Stock Units

RSUs granted under the SES 2021 Plan vest in equal annual installments over a three-year period and have only service vesting conditions. The fair value of RSUs is estimated based on the closing price of the Company’s Class A common stock at the date of grant and is amortized to expense on a straight-line basis over the vesting period. RSU activity is as follows:

​

​

​

​

​

​

​

​

​

Number of Shares

​

Weighted Average Fair Value

Outstanding at December 31, 2023

​

6,359,474

​

$

3.71

Granted

​

11,729,289

​

$

1.32

Vested

​

(2,413,455)

​

$

4.14

Forfeited and canceled

​

(2,392,385)

​

$

1.95

Outstanding at December 31, 2024

​

13,282,923

​

$

1.83

Granted

​

9,029,793

​

$

0.75

Gross vested units

​

(5,209,010)

​

$

2.40

Forfeited and canceled

​

(3,219,825)

​

$

1.31

Outstanding at December 31, 2025

​

13,883,881

​

$

1.03

 

 

The total fair value of RSUs vested was $12.5 million and $10.0 million for the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025, there was $8.8 million of unrecognized compensation cost related to RSUs, which is expected to be recognized over a weighted-average period of 1.7 years.

Restricted Stock Awards

RSAs granted under the 2021 Plan and assumed under the SES 2021 Plan generally vest 1/4th upon completion of one year of service and 1/48th per month thereafter and have only service vesting conditions. The fair value of RSAs is estimated based on the closing price of the Company’s Class A common stock at the date of grant and is amortized to expense on a straight-line basis over the vesting period. RSA activity is as follows:

​

​

​

​

​

​

​

​

​

Number of Shares

​

Weighted Average Fair Value

Outstanding at December 31, 2023

​

649,567

​

$

5.05

Granted

​

—

​

$

-

Vested

​

(386,964)

​

$

5.05

Forfeited and canceled

​

(7,145)

​

$

5.07

Outstanding at December 31, 2024

​

255,458

​

$

5.04

Granted

​

—

​

$

—

Vested

​

(253,358)

​

$

5.04

Forfeited and canceled

​

(2,100)

​

$

5.30

Outstanding at December 31, 2025

​

—

​

$

—

 

 

The total fair value of RSAs vested was $1.3 million and $2.0 million for the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025, the compensation cost related to RSAs was fully recognized.

Performance Stock Units

PSUs granted under the SES 2021 Plan generally vest over a three-year period and have both service and market vesting conditions. PSUs are measured at their estimated fair value using a Monte Carlo simulation valuation model with the effect of the market condition reflected in the grant date fair value of the award. The fair value of PSU awards is amortized to expense on a straight-line basis over the requisite service period, irrespective of whether the market vesting condition is satisfied, which is generally two to three years. There were no awards granted in 2025 that required meeting market conditions for vesting that would require a valuation. The key inputs used in the Monte Carlo simulation model for PSUs granted during the year ended December 31, 2024 at their measurement date were as follows:

​

​

​

​

​

  ​ ​ ​

2024

Expected term (in years)

​

3.0

Risk free rate

​

4.06%

Expected volatility

​

90.0%

Expected dividends

​

0%

Stock price

$

1.36

 

 

The stock price is based on the closing price of the Company’s Class A common stock as of the valuation date and simulated through the end of the earn-out period following Geometric Brownian Motion. Expected volatility is based on the weighted average historical volatilities of the Company’s Class A common stock and select peer companies’ common stock that matches the expected term of the awards. The expected term is derived from the vesting period. The risk-free interest rate is based on the yield curve for zero-coupon U.S. Treasury notes with maturities corresponding to the expected term of the awards. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

PSU activity is as follows:

​

​

​

​

​

​

​

​

​

Number of Shares

​

Weighted Average Fair Value

Outstanding at December 31, 2023

​

3,364,810

​

$

3.60

Granted

​

3,637,556

​

$

0.42

Vested

​

—

​

$

—

Forfeited and canceled

​

(1,029,316)

​

$

6.96

Outstanding at December 31, 2024

​

5,973,050

​

$

1.34

Granted

​

264,469

​

$

2.32

Vested

​

—

​

$

—

Forfeited and canceled

​

(274,365)

​

$

1.31

Outstanding at December 31, 2025

​

5,963,154

​

$

1.39

 

 

As of December 31, 2025, there was $0.9 million of unrecognized compensation cost related to PSUs, which is expected to be recognized over a weighted-average period of 1.0 years.

Earn-Out Restricted Shares

The Earn-Out Restricted Shares granted in connection with the Business Combination have a contractual term of five years and have both service and market vesting conditions. During the year ended December 31, 2023, the Earn-Out Restricted Shares met the requisite service period and the related expense was fully amortized.

Earn-Out Restricted Shares activity is as follows:

​

​

​

​

​

​

​

​

​

Number of Shares

​

Weighted Average Fair Value

Outstanding at December 31, 2023

​

1,619,998

​

$

6.53

Granted/vested

​

—

​

$

—

Forfeited and canceled

​

(854,008)

​

$

6.53

Outstanding at December 31, 2024

​

765,990

​

$

6.53

Granted/vested

​

—

​

$

—

Forfeited and canceled

​

(23,710)

​

$

6.53

Outstanding at December 31, 2025

​

742,280

​

$

6.53

 

 

Stock Options

Options granted under the 2021 Plan and assumed under the SES 2021 Plan vest 1/4th upon completion of one year of service and 1/48th per month thereafter, however in certain instances options have been granted with immediate vesting. Options under the Plan generally expire 10 years from the date of grant and have only service vesting conditions. Stock option activity is as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Number of Options

​

​

Weighted Average Exercise Price

​

​

Weighted Average Remaining Contractual Term
(in years)

​

​

Aggregate Intrinsic Value
(in millions)

Outstanding at December 31, 2023

​

13,619,793

​

$

0.17

​

​

6.8

​

$

22.7

Granted

​

—

​

$

—

​

​

​

​

​

​

Exercised

​

(6,507,475)

​

$

0.16

​

​

​

​

$

4.0

Forfeited and canceled

​

(1,049,208)

​

$

0.19

​

​

​

​

​

​

Outstanding at December 31, 2024

​

6,063,110

​

$

0.19

​

​

5.5

​

$

12.2

Granted

​

—

​

$

—

​

​

​

​

​

​

Exercised

​

(614,255)

​

$

0.12

​

​

​

​

$

0.9

Forfeited and canceled

​

(17,130)

​

$

0.39

​

​

​

​

​

​

Outstanding at December 31, 2025

​

5,431,725

​

$

0.19

​

​

4.7

​

$

8.8

Vested, December 31, 2025

​

5,431,725

​

$

0.19

​

​

4.7

​

$

8.8

Vested or expected to vest, December 31, 2025

​

5,431,725

​

$

0.19

​

​

4.7

​

$

8.8

 

 

No income tax benefit was recognized for stock options exercised as the Company does not anticipate realizing any such benefit in the near future. The fair value of stock options vested for the years ended December 31, 2025 and 2024 were $8.8 million and $11.8 million, respectively.

As of December 31, 2025, there was less than $0.1 million of unrecognized compensation cost related to stock options, which is expected to be recognized during 2026. 

 
v3.25.4
Income Taxes
 12 Months Ended
Dec. 31, 2025
Income Tax Disclosure [Abstract]  
Income Taxes

Note 17.   Income Taxes

As discussed in “Note 1 – Nature of Business,” SES Holdings Pte. Ltd. is a Singapore private limited company and was formed in November 2018. As a result of the reorganization the Company undertook in 2018, SES Holdings Pte. Ltd. is also treated as a U.S. taxpayer for U.S. Federal income tax purposes in accordance with Internal Revenue Code Section 7874. SES Holdings Pte. Ltd. is the parent of the U.S. Federal consolidated income tax group.

The Company adopted ASU No. 2023-09, Improvements to Income Tax Disclosures, effective for the fiscal year ended December 31, 2025. In accordance with the transition guidance, the Company applied the amendments prospectively. As a result, the disclosures required by ASU 2023-09 are presented for fiscal year 2025 only and prior periods have not been restated.

The U.S. and foreign components of loss before income taxes were as follows:

​

​

​

​

​

​

​

​

​

​

Years Ended December 31, 

(in thousands)

  ​ ​ ​

2025

  ​ ​ ​

2024

U.S.

  ​ ​ ​

$

25,933

  ​ ​ ​

$

(13,573)

Foreign

​

 

(98,742)

​

 

(86,424)

Loss before income taxes

​

$

(72,809)

​

$

(99,997)

 

 

Income tax expense consists of the following:

​

​

​

​

​

​

​

​

​

​

Years Ended December 31, 

(in thousands)

  ​ ​ ​

2025

  ​ ​ ​

2024

Current:

  ​ ​ ​

​

  ​

​

​

  ​

Federal

​

$

—

​

$

—

State

​

 

(130)

​

 

7

Foreign

​

 

832

​

 

459

Total current expense

​

 

702

​

 

466

Deferred:

​

 

  ​

​

 

  ​

Federal

​

 

—

​

 

—

State

​

 

—

​

 

—

Foreign

​

 

(471)

​

 

(278)

Total deferred expense

​

​

(471)

​

​

(278)

Income tax (benefit) expense

​

$

231

​

$

188

 

 

The following table provides a reconciliation of the U.S. statutory income tax rate to the Company’s provision for income taxes and respective effective tax rate disaggregated by required category for the year ended December 31, 2025 in accordance with ASU 2023-09:

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

  ​ ​ ​

2025

(in thousands, except percentages)

​

Amount

​

Percent

U.S. Federal Statutory Tax Rate

  ​ ​ ​

​

(15,679)

​

​

21.0%

​

​

​

​

​

​

​

State and Local Income Taxes, Net of Federal Income Tax Effect

 

​

(131)

​

​

0.2%

​

​

​

​

​

​

​

Foreign Tax Effects

 

​

​

​

​

​

Singapore

​

​

​

​

​

​

Singapore Local NOL

​

​

(12,996)

​

​

17.4%

DTA not recognized due to DCL election

​

​

12,996

​

​

(17.4)%

Other

​

​

39

​

​

(0.1)%

Other foreign jurisdictions

​

​

(68)

​

​

0.1%

​

​

​

​

​

​

​

Tax Credits

​

​

​

​

​

​

Research and development tax credits

​

​

(2,669)

​

​

3.6%

Energy-related tax credits

​

​

-

​

​

0.0%

Other

​

​

-

​

​

0.0%

​

​

​

​

​

​

​

Changes in Valuation Allowances

​

​

11,640

​

​

(15.6)%

​

​

​

​

​

​

​

Nontaxable or Nondeductible Items

​

​

​

​

​

​

Share-based payment awards

​

​

1,542

​

​

(2.1)%

Other

​

​

(398)

​

​

0.5%

​

​

​

​

​

​

​

Changes in Unrecognized Tax Benefits

 

​

1,301

​

​

(1.7)%

​

 

​

​

​

​

​

Other Adjustments

​

​

​

​

​

​

Statutory tax rate difference between Elimination and United States

 

​

4,654

​

​

(6.2)%

​

 

​

​

​

​

​

Effective Tax Rate

 

​

231

​

​

(0.3)%

 

 

Reconciliations of the federal statutory income tax rate to the Company’s effective income tax rate are as follows:

​

​

​

​

​

​

​

Year Ended December 31, 

​

  ​ ​ ​

2024

Tax provision (benefit) at U.S. statutory rate

  ​ ​ ​

​

21.0%

Foreign tax

 

​

(0.3)%

Other permanent items

 

​

(0.1)%

Section 162(m)

​

​

(0.7)%

Stock-based compensation

​

​

(1.0)%

Research and development tax credits

 

​

1.3%

Unrecognized tax benefits

 

​

(0.4)%

Change in valuation allowance

 

​

(16.5)%

Deferred adjustments

​

​

(2.5)%

Change in Sponsor Earn-Out liabilities

​

​

(1.1)%

Effective tax rate

 

​

(0.2)%

 

 

The Company is subject to income taxes in the U.S. federal, state, and various foreign jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. The Company’s tax years remain open for examination within the U.S. and foreign authorities for all years, until such time as the net operating losses are initially utilized. The Company’s tax years remain open for examination by foreign authorities beginning with the tax year ended December 31, 2018.

The components of the net deferred tax asset at the end of each year are as follows:

​

​

​

​

​

​

​

​

​

​

As of December 31, 

(in thousands)

  ​ ​ ​

2025

  ​ ​ ​

2024

Deferred tax assets:

  ​ ​ ​

​

  ​

​

​

  ​

Net operating losses

​

$

44,948

​

$

35,191

Section 174

​

​

29,141

​

​

25,306

Research and development tax credits

​

 

6,821

​

 

4,298

Lease liabilities

​

​

2,110

​

​

3,060

Stock-based compensation

​

 

2,044

​

 

2,741

Fixed assets

​

​

1,802

​

​

562

Accruals and reserves

​

 

1,491

​

 

1,547

Deferred revenue

​

​

1,135

​

​

—

Intangibles

​

​

—

​

​

138

Other

​

 

—

​

 

94

Total deferred tax assets

​

 

89,492

​

 

72,937

Deferred tax liabilities:

​

 

  ​

​

 

  ​

ROU assets

​

 

(1,913)

​

 

(2,781)

Intangibles

​

​

(162)

​

​

—

Other

​

​

(23)

​

​

—

Total deferred tax liabilities

​

 

(2,098)

​

 

(2,781)

Net deferred tax asset before valuation allowance

​

​

87,394

​

​

70,156

Valuation allowance

​

 

(85,877)

​

 

(68,821)

Net deferred tax asset

​

$

1,517

​

$

1,335

 

 

The difference between the provision for income taxes and the income tax determined by applying the statutory federal income tax rate of 21% was due primarily to the research and development credit and change in valuation allowance. The Company's valuation allowance balance increased by $17.1 million and $18.1 million for the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025, the Company has Federal net operating loss (“NOLs”) carryforward of approximately $169.0 million, of which $9.2 million is for pre-2018 and $159.7 million is post 2017. The pre-2018 Federal NOLs carryforwards will begin to expire in 2033. The

post-2017 Federal NOLs will carryforward indefinitely but can only offset 80% of annual taxable income. The Company also has Massachusetts NOLs carryforwards of approximately $85.2 million, which begins to expire in 2033.

As of December 31, 2024, the Company had Federal NOLs carryforward of approximately $144.5 million, of which $9.2 million was for pre-2018 and $135.3 million was post 2017. The pre-2018 Federal NOLs carryforwards will begin to expire in 2033. The post-2017 Federal NOLs will carryforward indefinitely but can only offset 80% of annual taxable income. The Company also had Massachusetts NOLs carryforwards of approximately $81.2 million, which begins to expire in 2033.

The utilization of the Company’s NOLs and R&D credits and carryforwards may be subject to a limitation due to the “change in ownership provisions” under Section 382 of the Internal Revenue Code. The annual limitation may result in the expiration of the NOL carryforwards before their utilization. During 2025, management does not believe there were significant ownership changes that would trigger a Section 382 limitation.

As of December 31, 2025 and 2024, the Company had federal research credit carryforwards of approximately $7.2 million and $4.5 million, respectively, which begins to expire in 2033, and Massachusetts research credit carryforwards of approximately $3.5 million and $2.1 million, respectively, which begins to expire in 2030.

The Company records unrecognized tax benefits in accordance with ASC 740-10, Income Taxes. ASC 740-10 which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of uncertain tax positions taken or expected to be taken in the Company’s income tax return and also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

As of December 31, 2025 and 2024, the total amount of unrecognized tax benefits was $10.5 million and $7.6 million respectively, of which $10.1 million would affect 2025 income tax expense, if recognized, without considering any valuation allowance.

The Company includes interest and penalties related to unrecognized tax benefits within the benefit from (provision for) income taxes. As of the years ended December 31, 2025 and 2024 the total amount of gross interest accrued in each year was $0.1 million and less than $0.1 million, respectively.

A reconciliation of the beginning and ending balances of unrecognized tax benefits is as follows:

​

​

​

​

​

​

​

​

​

​

As of December 31, 

(in thousands)

  ​ ​ ​

2025

  ​ ​ ​

2024

Beginning of the year

  ​ ​ ​

$

7,600

​

$

5,502

Increase – prior year positions

​

 

1,728

​

 

1,521

Increase – current year positions

​

 

1,168

​

 

577

End of the year

​

$

10,496

​

$

7,600

 

 

The Company is subject to income taxes in the U.S. federal, state, and various foreign jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. The Company’s tax years remain open for examination within the U.S. and foreign authorities for all years, until such time as the NOLs are initially utilized. The Company’s tax years remain open for examination by foreign authorities beginning with the tax year ended December 31, 2018.

The Company maintains full valuation allowance against its US and Viking Power System Pte. Ltd and UZ Energy, net deferred tax assets as it believes these deferred tax assets were not realizable on a more likely than not basis as of December 31, 2025. 

 
v3.25.4
Net Income (Loss) Per Share
 12 Months Ended
Dec. 31, 2025
Earnings Per Share [Abstract]  
Net Income (Loss) Per Share

Note 18.  Net Loss Per Share

Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted net loss per share is computed by dividing net loss, as adjusted for changes in fair value recognized in earnings from equity contracts classified as liabilities, by the weighted average number of common shares outstanding and, when dilutive, common share equivalents from outstanding stock options and restricted stock units (using the treasury-stock method). The weighted-average number of common shares used in the computation of basic and diluted net income per share were as follows:

​

​

​

​

​

​

​

​

Years Ended December 31, 

(in thousands, except share and per share amounts)

2025

​

2024

Numerator:

​

  ​

​

​

  ​

Net loss attributable to common stockholders - basic and diluted

$

(73,040)

​

$

(100,185)

Denominator:

​

​

​

​

​

Weighted average shares of common stock outstanding - basic and diluted

​

330,917,166

​

​

321,824,143

Net loss per share attributable to common stockholders - basic and diluted

$

(0.22)

​

$

(0.31)

 

 

The number of common stock equivalents excluded from the computation of diluted net loss per share because either the effect would have been anti-dilutive, or the performance criteria related to such shares and awards had not been met, were as follows:

​

​

​

​

​

​

​

​

Years Ended December 31, 

​

2025

​

2024

Escrowed Earn-Out Shares

​

27,690,978

​

​

27,690,978

Options to purchase common stock

​

5,431,725

​

​

6,063,110

Public Warrants

​

9,199,947

​

​

9,199,947

Sponsor Earn-Out Shares

​

5,520,000

​

​

5,520,000

Private Warrants

​

5,013,333

​

​

5,013,333

Unvested RSUs

​

13,883,881

​

​

13,282,923

Unvested PSUs

​

5,963,154

​

​

5,973,050

Earn-Out Restricted Shares

​

742,280

​

​

765,990

Unvested RSAs

​

—

​

​

255,458

Total

​

73,445,298

​

​

73,764,789

 

 

 
v3.25.4
Segment and Geographic Information
 12 Months Ended
Dec. 31, 2025
Segment Reporting [Abstract]  
Segment and Geographic Information

Note 19. Segment and Geographic Information

Operating Segments

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates in one operating and reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. The CODM uses net income (loss) as the measure of financial performance and for resource allocation decisions. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews revenue and significant expenses included in the net income (loss). In addition, the CODM reviews and monitors operating expenses and cash forecasts to ensure that enough capital is available for operations.

Significant Expenses

The Company concluded it operates as one operating and reportable segment based on the information regularly reviewed by the CODM for decision making, resource allocation, and evaluating financial performance. The information included is categorized into different significant expense lines such as compensation and benefits, lab and equipment, professional services, general and administrative, facility, and sales and marketing. The Company reported the following significant expenses to the CODM:

​

​

​

​

​

​

​

​

​

​

Years Ended December 31, 

(in thousands)

​

2025

​

2024

Compensation and benefits

​

$

26,462

​

$

33,464

Stock compensation

​

​

10,633

​

​

19,935

Lab and equipment

​

​

13,439

​

​

18,277

General and administrative

​

​

14,923

​

​

16,015

Professional services

​

​

21,770

​

​

12,686

Facility

​

​

5,906

​

​

8,588

Marketing and sales

​

​

788

​

​

1,571

​

​

$

93,921

​

$

110,536

 

 

Geographic & Concentration Information

Revenue outside of the United States, based on customer billing address, was 99% and 100% of total revenue for the years ending December 31 2025 and 2024, respectively. For the year ending December 31, 2025, there were three customers that accounted for 48%, 15%, and 12% of revenue, respectively, compared with one customer that accounted for 93% in the year ending December 31, 2024. As of December 31, 2025, there were three customers that accounted for 31%, 12%, and 10% of accounts receivable compared to one customer that accounted for 94% of accounts receivable as of December 31, 2024.

The Company’s long-lived assets consist primarily of property and equipment and intangible assets and are attributed to the geographic location in which they are located. Long-lived assets by geographical area were as follows:

​

​

​

​

​

​

​

​

​

​

As of December 31, 

(in thousands)

  ​ ​ ​

2025

  ​ ​ ​

2024

Property and equipment, net:

  ​ ​ ​

​

  ​

  ​ ​ ​

​

  ​

Asia Pacific

​

$

18,346

​

$

24,041

United States

​

​

10,520

​

​

14,124

Total property and equipment, net

​

$

28,866

​

$

38,165

 

 

 
v3.25.4
Defined Contribution Plan
 12 Months Ended
Dec. 31, 2025
Retirement Benefits [Abstract]  
Defined Contribution Plan

Note 20. Defined Contribution Plan

The Company offers a defined contribution retirement savings plan under Section 401(k) of the Internal Revenue Code. This plan covers employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. The Company contributed $0.6 million and $0.7 million to the defined contribution retirement savings plan for the years ended December 31, 2025 and 2024, respectively. 
v3.25.4
Related-Party Transactions
 12 Months Ended
Dec. 31, 2025
Related Party Transactions [Abstract]  
Related-Party Transactions

Note 21.  Related-Party Transactions

Pursuant to the director nomination agreement, dated as of July 12, 2021, with the Company (the “Director Nomination Agreement”), General Motors Company and its affiliates (“GM”) were considered related parties due to their board representation and the board member’s employment position at GM, which remained in effect as long as GM continues to hold more than 5% of the fully diluted outstanding equity securities of SES as per the agreement. On October 29, 2024, GM and the Company mutually agreed to terminate the Director Nomination Agreement and GM terminated its board representation. Hence, GM is no longer considered a related party.  See “Note 5 – Partnerships” for more details about our prior partnership with GM.  
v3.25.4
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Pay vs Performance Disclosure    
Net Income (Loss) $ (73,040) $ (100,185)
v3.25.4
Insider Trading Arrangements
 3 Months Ended
Dec. 31, 2025
shares
Trading Arrangements, by Individual  
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
Jing Nealis  
Trading Arrangements, by Individual  
Material Terms of Trading Arrangement

On November 18, 2025, Jing Nealis, our Chief Financial Officer, adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act. Ms. Nealis’s plan is for the potential exercise of up to 550,000 vested stock options expiring on February 10, 2031, and the sale of the shares of Class A common stock underlying such stock options. The duration of the trading plan is through December 10, 2026, or earlier, upon the completion of all transactions subject to the trading plan.
Name Jing Nealis
Title Chief Financial Officer
Rule 10b5-1 Arrangement Adopted true
Adoption Date November 18, 2025
Expiration Date December 10, 2026
Aggregate Available 550,000
Kyle Pilkington  
Trading Arrangements, by Individual  
Material Terms of Trading Arrangement

On November 12, 2025, Kyle Pilkington, our Chief Legal Officer, adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act. Mr. Pilkington’s plan is for the potential sale of up to 150,000 shares of Class A common stock. The duration of the trading plan is through December 31, 2026, or earlier, upon the completion of all transactions subject to the trading plan.
Name Kyle Pilkington
Title Chief Legal Officer
Rule 10b5-1 Arrangement Adopted true
Adoption Date November 12, 2025
Expiration Date December 31, 2026
Aggregate Available 150,000
v3.25.4
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true
v3.25.4
Cybersecurity Risk Management and Strategy Disclosure
 12 Months Ended
Dec. 31, 2025
Cybersecurity Risk Management, Strategy, and Governance [Line Items]  
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]

Item 1C. Cybersecurity

Cybersecurity is an important priority at SES, and we actively manage this critical risk through comprehensive measures. Our processes for assessing, identifying, and managing material risks from cybersecurity threats are still in development and have yet to be integrated into our overall risk management system and processes.

●Proactive Defense: We utilize industry-standard mechanisms to assess, identify, and address potential threats from cybersecurity incidents. Our dedicated information technology (IT) team continuously monitors the evolving cybersecurity landscape and develops robust response processes to swiftly and effectively handle emerging threats.
●Structured Framework: Our company-wide cybersecurity policy outlines our security posture and incident response protocol, ensuring clear escalation procedures to inform senior management, the Audit Committee, and the Board of Directors of cybersecurity events as needed.
●Independent Oversight: The Audit Committee, composed entirely of independent directors under SEC and NYSE rules, oversees our cyber risk exposure and evaluates our risk mitigation strategies. The committee, in turn, briefs the Board of Directors on any material cyber risks and events.

There is currently no management position directly responsible for overseeing our cybersecurity risk. Rather, our broader information technology department works closely with members of management to continuously evaluate and address cybersecurity risks in alignment with our business objectives and operational needs, although we are currently seeking to hire a director of cybersecurity to oversee our information security program.

While cybersecurity threats remain a reality for all organizations, SES is committed to proactive risk management and continuous improvement in our security posture. At times we also engage assessors, consultants, auditors, or other third parties to assist with assessing, identifying, and managing cybersecurity risks.

We face risks from cybersecurity threats that could have a material adverse effect on our relationship with our partners, suppliers and eventual customers, or on our business, operations or products. We have experienced, and will likely continue to experience, cybersecurity

incidents in the normal course of our business; however, to our knowledge, we did not experience a material cybersecurity incident during fiscal 2025. See “Part I, Item 1A. Risk Factors – Risks Related to Privacy and Security – If we experience a significant cybersecurity breach or disruption in our information systems or any of our partners’ information systems, our business could be adversely affected.”

Cybersecurity Risk Management Processes Integrated [Flag] false
Cybersecurity Risk Management Third Party Engaged [Flag] true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag] true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag] false
Cybersecurity Risk Board of Directors Oversight [Text Block]
●Structured Framework: Our company-wide cybersecurity policy outlines our security posture and incident response protocol, ensuring clear escalation procedures to inform senior management, the Audit Committee, and the Board of Directors of cybersecurity events as needed.
●Independent Oversight: The Audit Committee, composed entirely of independent directors under SEC and NYSE rules, oversees our cyber risk exposure and evaluates our risk mitigation strategies. The committee, in turn, briefs the Board of Directors on any material cyber risks and events.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block] The Audit Committee
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block] true
Cybersecurity Risk Role of Management [Text Block] There is currently no management position directly responsible for overseeing our cybersecurity risk. Rather, our broader information technology department works closely with members of management to continuously evaluate and address cybersecurity risks in alignment with our business objectives and operational needs, although we are currently seeking to hire a director of cybersecurity to oversee our information security program.
Cybersecurity Risk Management Positions or Committees Responsible [Flag] true
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag] true
v3.25.4
Summary of Significant Accounting Policies (Policies)
 12 Months Ended
Dec. 31, 2025
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

The accompanying consolidated financial statements include the accounts of the Company and have been prepared on a going concern basis and in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). The Company’s fiscal year ends on December 31.
Principles of Consolidation

Principles of Consolidation

The consolidated financial statements include the accounts of SES and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation.
Use of estimates

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make use of estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of commitments and contingencies, and the reported amounts of revenues and expenses. The Company bases its estimates on available historical experience and on various other factors that the Company believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not apparent from other sources. Changes in estimates are reflected in reported results for the period in which they become known. Actual results may differ from those estimates.

Significant estimates and assumptions include those related to the valuation of (i) certain equity awards including, the Sponsor Earn-Out Shares (as defined below), and performance stock units, (ii) revenue from customers, (iii) deferred tax assets and uncertain income tax positions, (iv) the measurement of operating lease liabilities, (v) the evaluation of the recoverability of long-lived assets and goodwill,

including intangible assets, (vi) fair value measurement of acquired intangible assets and deferred consideration, and (vii) warranty reserve. On an ongoing basis, the Company evaluates these judgments and estimates for reasonableness.
Foreign Currency Translation

Foreign Currency Translation

For the foreign subsidiaries of the Company, assets and liabilities are translated into U.S. dollars using exchange rates as of the balance sheet date, and income and expenses are translated using the average exchange rates in effect for the related month. The net effect of these translation adjustments is reported in accumulated other comprehensive (loss) income within total stockholders’ equity on the consolidated balance sheets. Net realized and unrealized gains (losses) from foreign currency transactions are included in miscellaneous income (expense), net in the consolidated statements of operations and comprehensive loss and were $0.7 million and $0.2 million for the years ended December 31 2025 and 2024, respectively.
Business Combinations

Business Combinations

In accordance with the provisions of ASC Topic 805, Business Combinations, the Company recognizes the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. Determining these fair values requires management to make significant estimates and assumptions, especially with respect to intangible assets.

During the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill, or bargain purchase if applicable. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, any subsequent adjustments are recorded to the condensed consolidated statements of operations and comprehensive loss.

The results of operations of an acquired business are included in the Company’s consolidated financial statements from the date of acquisition. Acquisition-related costs, including advisory, legal, accounting, valuation and other costs are expensed as incurred and are included in general and administrative expenses on the consolidated statements of operations. Contingent consideration liabilities are recognized at the estimated fair value on the acquisition date. Subsequent changes to the fair value of contingent consideration liabilities are recognized in miscellaneous expense, net in the consolidated statements of operations and comprehensive loss.
Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand and highly liquid investments that have original maturity periods of 90 days or less at the time of purchase that are readily convertible to known amounts of cash.
Restricted Cash

Restricted Cash

Restricted cash includes cash held in checking and money market funds as collateral to secure certain insurance policies. If the date of availability or disbursement is less than one year, restricted cash is reported within prepaid expenses and other current assets on the consolidated balance sheets. If the date of availability or disbursement is longer than one year and the balances are maintained under an agreement that legally restricts the use of such funds, restricted cash is reported within other assets on the consolidated balance sheets. As of December 31, 2025 and 2024, the Company had restricted cash balances of $0.7 million and $0.6 million, respectively.
Revenue from Contracts with Customers

Revenue from Contracts with Customers

In October 2024, the Company began to generate revenue from its planned principal business activities. The Company recognizes revenue within the scope of ASC 606, Revenue from Contracts with Customers (“ASC 606”). ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. To achieve this core principle, the Company applies the following five-steps:

1.identify the contract(s) with the customer;
2.identify the performance obligations in the contract;
3.determine the transaction price;
4.allocate the transaction price to the performance obligations in the contract; and
5.recognize revenue as performance obligations are satisfied.

The Company only applies the five-step model to contracts when it is probable the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. The Company’s contracts do not contain significant financing components.

Product Revenue

The Company sells ESS products to its global customer base that were contract manufactured and enhanced through the installation of the Company’s battery management system. The Company also manufactures and sells battery cells and battery materials, such as electrolytes, to automotive and drone original equipment manufacturers (OEMs”) and other manufacturers. Product revenue is recognized at a point in time upon transfer of control of the product. Transfer of control generally occurs upon delivery to the customer, which is when the customer obtains physical possession of the goods, legal title is transferred, the customer has all risks and rewards of ownership and an obligation to pay for the goods is created. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to in exchange for the promised goods.

Service Revenue

The Company provides services for the design and development of Li-ion and Li-Metal battery materials in accordance with the customer’s specifications. Customers of the Company’s design and development services include OEM’s and other companies who use our battery technology and battery materials in their products, not limited to EV, UAM, and drones. Service revenue contracts generally have a term that extends from one to two years beginning at the effective date of the contract.

Consideration for service revenue contracts generally include up-front payments as well as further payments that become payable when the Company meets specific contractual milestones. The Company has an enforceable right to payment for performance completed to date and the deliverable has no alternative use to the Company. Judgment is required in the assessment of progress toward completion of the performance obligations. Service revenue is recognized over time using costs incurred to date relative to total estimated costs at completion to measure progress toward the satisfaction of its performance obligations.

Some of the Company’s service revenue contracts contain multiple performance obligations that are to be satisfied in sequential order and require customer acceptance to progress to the next performance obligation. This creates variable consideration in the context of the contract, which is included in the transaction price if it is probable that a significant future reversal of cumulative revenue under the contract will not occur; otherwise, the Company reduces transaction price by the amount of the variable consideration.

Deferred Revenue

Deferred revenue represents situations where the cash is collected, but the related revenue has not yet been recognized. Revenue is subsequently recognized when the revenue recognition criteria are met. Service revenue is generally invoiced based on contractual milestones and recognized based the Company’s estimated progress toward the satisfaction of the performance obligations.

Costs to Fulfill a Customer Contract

Certain costs, such as employee compensation for design, discovery and development services, are recognized as an asset if they relate directly to a customer contract, generate or enhance resources of the entity that will be used in satisfying future performance obligations, and are expected to be recovered. If these three criteria are not met, the costs are expensed in the period incurred. Deferred costs are recognized as cost of revenue in the period when the related revenue is recognized. As of December 31, 2025 and 2024, total deferred contract costs were $0.3 million and $0.1 million, respectively.
Cost of Revenue

Cost of Revenue

Cost of revenue includes materials, labor, inventory, freight costs, overhead and other costs related to manufacturing our products and completing service contracts. Labor consists of personnel-related expenses such as salaries and benefits, and stock-based compensation. Overhead and other costs consist primarily of expenses incurred for outside services, utilities, rent, depreciation expense and other facilities-related costs. Costs related to battery materials and design services are recognized in the same period as the associated revenue is recognized.
Accounts Receivable

Accounts Receivable

Accounts receivable and notes receivable are recorded at invoiced amounts less allowance for any credit losses. We recognize credit losses based on a forward-looking current expected credit losses (“CECL”) model. We make estimates of expected credit losses based upon the assessment of various factors, including the age of receivable balances, credit quality of our customers, current economic conditions,

reasonable and supportable forecasts of future economic conditions, and other factors that may affect our ability to collect from customers. The allowance for credit losses is recognized in the Consolidated Statement of Operations and Comprehensive Loss. The uncollectible receivables are written off in the period in which a determination is made that all commercially reasonable means of recovering them have been exhausted. We did not recognize an amount for the allowance for expected credit loss as of December 31, 2025 and 2024, respectively, and there were no write-offs of accounts receivable for the periods. As of December 31, 2025 and December 31, 2024, our accounts receivable was $4.8 million and $1.0 million, respectively. As of December 31, 2025, we have an immaterial amount of notes receivable and no notes receivable as of December 31, 2024.
Warranty Reserve

Warranty Reserve

The Company’s ESS products are sold with a warranty that covers the products for manufacturing defects for up to a ten-year period after the sale of our products. The Company establishes a warranty reserve based on anticipated warranty claims using historical data at the time product revenue is recognized. This reserve requires us to make estimates regarding the amount and costs of warranty repairs we expect to make over a period of time. Factors affecting warranty reserve levels include the historical rates of warranty claims and cost to replace equipment. Warranty expense is recorded in cost of revenues and the related liabilities are record in accrued expenses and other current liabilities and other liabilities based on expected warranty term. We evaluate the adequacy of this reserve each reporting period.
Investments

Investments

The Company has investments in marketable debt and equity securities. Investments in marketable debt securities consist of U.S. treasury securities and are classified as available-for-sale at the time of purchase. The Company reevaluates the available-for-sale classification at each balance sheet date. These available-for-sale marketable debt securities are recorded at fair value, with any unrealized gains and losses included as a component of accumulated other comprehensive (loss) income in total stockholders’ equity on the consolidated balance sheets until realized or until a determination is made that an other-than-temporary decline in market value has occurred. The amortized cost of U.S. treasury securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion are reported within interest income in the consolidated statements of operations and comprehensive loss. Investments in marketable debt securities with a stated maturity date of less than one year are classified as short-term investments, while these with a stated maturity date of more than one year, and that are not expected to be used in current operations, are classified as long-term investments on the consolidated balance sheets, respectively. Investments in marketable equity securities are classified as short-term investments when the Company’s intention is to sell within a year, otherwise they will be classified as long-term investments. Investments in marketable equity securities with a readily determinable fair value, not accounted for under the equity method, are recorded at fair value with changes to fair value reported within miscellaneous income (expense), net in the consolidated statements of operations and comprehensive loss.
Inventories

Inventories

Inventory is stated at the lower of average cost or net realizable value on a first-in, first-out basis. Inventory costs include purchase of materials, freight, storage, hauling, and certification costs. The cost basis of the Company’s inventory is reduced for any products that are considered excessive or obsolete based upon assumptions about future demand and market conditions. Once established, write-downs of inventory are considered permanent adjustments to the cost basis of inventory and cannot be reversed due to subsequent increases in demand forecasts. As of December 31, 2025 and 2024, the Company did not have excess or obsolete inventory reserves.

Inventories consisted of the following:

​

​

​

​

​

​

​

​

Year Ended December 31, 

(in thousands)

2025

​

2024

Inventories:

​

​

​

​

​

Raw materials

$

3,327

​

$

212

Work-in-process

​

27

​

​

—

Finished goods

​

1,110

​

​

—

In-transit

​

690

​

​

—

Total inventories

$

5,154

​

$

212

 

 
Concentrations

 
Fair Value Measurements

Fair Value Measurements

Fair value is defined as an exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, the Company considers the principal or most advantageous market in which it would transact, and it also considers assumptions that market participants would use when pricing the asset or liability.

The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. GAAP establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is as follows:

Level 1    Observable inputs such as quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2    Inputs other than the quoted prices in active markets that are observable either directly or indirectly.

Level 3    Unobservable inputs in which there are little or no market data and which require the Company to develop its own assumptions.

Certain of the Company’s financial instruments, including cash and cash equivalents, accounts payable, accrued expenses and other current liabilities are carried at cost, which approximates their fair value because of their short-term nature. The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis:

​

​

​

​

​

​

​

​

​

​

​

​

​

(in thousands)

Level 1

  ​ ​ ​

Level 2

  ​ ​ ​

Level 3

  ​ ​ ​

Total

December 31, 2025

​

​

​

​

​

​

​

​

​

​

​

Current assets

​

​

​

​

​

​

​

​

​

​

​

Cash equivalents in money market funds (Note 6)

$

15,554

​

$

—

​

$

—

​

$

15,554

U.S. treasury securities (Note 7)

​

169,229

​

​

—

​

​

—

​

​

169,229

Equity securities(1)

​

862

​

​

—

​

​

—

​

​

862

Total current assets at fair value

$

185,645

​

$

—

​

$

—

​

$

185,645

​

​

​

​

​

​

​

​

​

​

​

​

Current Liabilities

​

​

​

​

​

​

​

​

​

​

​

Deferred consideration, current(2)

​

—

​

​

—

​

​

1,093

​

​

1,093

Total current liabilities at fair value

$

—

​

$

—

​

$

1,093

​

$

1,093

​

​

​

​

​

​

​

​

​

​

​

​

Long-term Liabilities

​

​

​

​

​

​

​

​

​

​

​

Sponsor Earn-Out liabilities

$

—

​

$

—

​

$

7,795

​

$

7,795

Deferred consideration, non-current(2)

$

—

​

$

—

​

$

7,677

​

$

7,677

Total long-term liabilities at fair value

$

—

​

$

—

​

$

15,472

​

$

15,472

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2024

​

​

​

​

​

​

​

​

​

​

​

Current assets

​

​

​

​

​

​

​

​

​

​

​

Cash equivalents in money market funds (Note 6)

$

120,888

​

$

—

​

$

—

​

$

120,888

U.S. treasury securities (Note 7)

​

132,782

​

​

—

​

​

—

​

​

132,782

Equity securities(1)

​

967

​

​

—

​

​

—

​

​

967

Total current assets at fair value

$

254,637

​

$

—

​

$

—

​

$

254,637

​

​

​

​

​

​

​

​

​

​

​

​

Non-current liabilities

​

​

​

​

​

​

​

​

​

​

​

Sponsor Earn-Out liabilities

$

—

​

$

—

​

$

9,472

​

$

9,472

Total non-current liabilities at fair value

$

—

​

$

—

​

$

9,472

​

$

9,472

(1) Fair value was determined using publicly quoted market prices obtained from third-party sources in their respective markets.

(2) Fair value was determined using the Black Scholes option pricing formula capped call and capped put methodology using risk adjusted discount rate for the revenue and adjusted revenue forecasts.

 

 

There were no transfers in or out of Level 3 measurements during the years ended December 31, 2025 and 2024.
Property and Equipment

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation for property and equipment, other than construction in progress, is based upon the following useful lives using the straight-line method:

​

​

​

​

Laboratory machinery and equipment

 

5 – 10 years

Office and computer equipment

 

3 – 5 years

Furniture and fixtures

 

5 years

Leasehold improvements

 

Shorter of useful life of asset or lease term

 

 

The Company periodically assesses the useful lives of the assets to determine whether events or circumstances may indicate that a revision to the useful life is warranted. Maintenance and repairs that do not extend the life or improve the asset are expensed as incurred. Construction in progress is stated at cost, which includes the cost of construction and other direct costs attributable to placing the asset in service.
Intangible Assets

Intangible Assets

Intangible assets purchased are recorded at cost and stated at cost less accumulated amortization. Intangibles assets with finite useful lives are amortized based on the pattern in which the economic benefits of the assets are estimated to be consumed over the following estimated useful lives:

​

​

​

​

Intellectual property

 

15 years

 

 

Amortization expense is included in general and administrative expenses in the consolidated statements of operations and comprehensive loss.
Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

The Company evaluates long-lived assets, including amortizable intangible assets and right-of-use assets, annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If such events or circumstances arise, the Company will compare the carrying amount of the asset group comprising the long-lived assets to the estimated future undiscounted cash flows expected to be generated by the asset group. If the estimated aggregate undiscounted cash flows are less than the carrying amount of the asset group, an impairment charge is recorded as the amount by which the carrying amount of the asset group exceeds the fair value of the assets, as based on the expected discounted future cash flows attributable to those assets. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. There were no impairments of long-lived assets during the years ended December 31, 2025 and 2024.
Goodwill, long-lived assets, and other intangible assets

Goodwill, long-lived assets, and other intangible assets

Goodwill and other intangible assets that arise from acquisitions are recorded in accordance with ASC Topic 805, Business Combinations and ASC Topic 350, Intangibles—Goodwill and Other. In accordance with this guidance, specifically identified intangible assets must be recorded as a separate asset from goodwill if either of the following two criteria is met: (1) the intangible asset acquired arises from contractual or other legal rights; or (2) the intangible asset is separable. Intangibles are typically trade names and intellectual property. Goodwill is the excess of the purchase price over the fair value of identifiable net assets acquired in a business combination.

The Company recorded goodwill for the first time in connection with its acquisition of UZ Energy in September 2025. As the Company determined there to be a single reporting unit subsequent to the acquisition, management identified the historical losses of the legacy business to be an indicator of a triggering event, in accordance with ASC Topic 350. The Company performed a quantitative test for impairment, noting that the fair value of the Company using the market cap under the market approach exceeded its book value and concluded there was no impairment of goodwill.
Notes Payable

Notes Payable

During 2025, the Company acquired notes payable liabilities, including accrued interest, as part of the UZ Energy acquisition detailed in “Note 3– Acquisitions.” The Company recorded notes payable at their carrying amount, including accrued interest, based on the rates and terms detailed in the original agreements for the notes payable. As of December 31, 2025, the outstanding notes payable and accrued interest balance was $0.8 million.
Leases

Leases

The Company determines if an arrangement includes a lease at inception. Lease arrangements generally have lease and non-lease components, which the Company has elected to account for as a single lease component. At the lease commencement date, the Company recognizes an operating lease liability and an operating lease asset, which represents the right to use the underlying asset for the lease term (the “ROU asset”). The operating lease liability is equal to the present value of (1) fixed lease payments for the noncancelable lease term, (2) fixed lease payments for optional renewal periods where it is reasonably certain the renewal option will be exercised, and (3) variable lease payments that depend on an underlying index or rate in effect at lease commencement. Variable lease payments as the difference between underlying index and the actual index, or that do not depend on an underlying index or rate in effect at lease commencement, such as common area maintenance, insurance, and property tax, are recognized in operating expenses when incurred. The operating ROU asset is initially measured at cost, which primarily comprises the initial amount of the lease liability and lease payments made prior to lease commencement, less any lease incentives received.

As the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at lease commencement in determining the present value of lease payments. The Company’s incremental borrowing rate estimates a secured rate that reflects the term of the lease, the nature of the underlying asset and the economic environment. The Company recognizes rent expense on a straight-line basis over the lease term, with any lease incentives amortized as a reduction of rent expense over the lease term. All ROU assets are periodically reviewed for impairment in accordance with standards that apply to long-lived assets. The Company excludes leases with an expected term of one year or less from recognition on the consolidated balance sheets.
Government Grants

Government Grants

The Company occasionally receives government grants that provide financial assistance for certain eligible expenditures. Government grants are not recognized until there is reasonable assurance that the Company will comply with the conditions attached to it, and that the grant will be received. The Company records such grants either as a reduction of the related expense or as other income, depending on the nature of the grant, in the consolidated statements of operations and comprehensive loss or as a reduction of the cost of the related asset in the consolidated balance sheets. If a grant amount is received but not earned, then such amount is deferred and shown as a liability in the consolidated balance sheet. See “Note 11 – Government Grant” for additional information about a government grant awarded to the Company.
Sponsor Earn-Out Liabilities

Sponsor Earn-Out Liabilities

On February 2, 2022, in connection with the Domestication, 6,900,000 of Ivanhoe’s Class B ordinary shares held by Ivanhoe Capital Sponsor LLC (the “Sponsor”) converted into an equal number of shares of duly authorized, validly issued, fully paid and nonassessable Class B common stock, par value $0.0001 per share (the “Class B common stock”), of the Company. At Closing, these 6,900,000 shares of Class B common stock converted into an equal number of shares of duly authorized, validly issued, fully paid and nonassessable Class A common stock, par value $0.0001 per share (the “Class A common stock,” and together with the Class B common stock, “common stock”), of the Company (the “Sponsor Earn-Out Shares”). These Sponsor Earn-Out Shares are subject to certain transfer restrictions and forfeiture terms following the Closing, which will be released as follows:

●20% were subject to transfer restrictions until the date that is 180 days after the Closing (“Tranche 1”);
●20% are subject to transfer restrictions until SES’s closing stock price equals or exceeds $12.00 for 20 out of 30 consecutive trading days following the date that is 150 days after the Closing (“Tranche 2”);
●20% are subject to transfer restrictions until SES’s closing stock price equals or exceeds $14.00 for 20 out of 30 consecutive trading days following the date that is 150 days after the Closing (“Tranche 3”);
●20% are subject to transfer restrictions until SES’s closing stock price equals or exceeds $16.00 for 20 out of 30 consecutive trading days following the date that is 150 days after the Closing (“Tranche 4”); and
●20% are subject to transfer restrictions until SES’s closing stock price equals or exceeds $18.00 for 20 out of 30 consecutive trading days following the date that is 150 days after the Closing (“Tranche 5”).

If there is a change in control of SES at a per share value of greater than $18.00, then 100% of the Sponsor Earn-Out Shares will be released from these transfer restrictions; however if the per share value is less than $18.00 upon a change in control, then the Sponsor Earn-Out Shares will be released pro rata based on the per share value of the change in control and the stock price thresholds for release specified above. Any Sponsor Earn-Out Shares not released will be forfeited and cancelled.

The Sponsor Earn-Out Shares in Tranche 1 are accounted for as equity instruments because they are legally owned by the Sponsor, cannot be forfeited and were subject only to transfer restrictions that lapsed 180 days after February 3, 2022 (the “Closing Date”), which occurred on August 2, 2022, and as such meet the equity classification criteria in accordance with ASC 505, Equity. The Sponsor Earn-Out Shares under Tranche 2 through Tranche 5 are accounted for as a derivative liability measured at fair value, with changes in fair value reported within other expense, net on the consolidated statements of operations and comprehensive loss at each reporting period, because the earn-out triggering events that determine the number of Sponsor Earn-Out Shares to be earned back by the Sponsor include events that are not solely indexed to the shares of Class A common stock. As of December 31, 2025, the earn-out triggering events were not achieved for any of Tranche 2 through Tranche 5. See “Note 12 – Sponsor Earn-Out Liabilities” for further information on fair value.
Earn-Out Shares

Earn-Out Shares

In connection with the Business Combination, holders of Old SES common stock, redeemable convertible preferred stock, options and restricted shares received 29,999,947 earn-out shares of common stock, including (i) 23,691,182 shares of Class A common stock (the “Earn-Out Shares”) issued for the benefit of the former holders of Old SES common and redeemable convertible preferred stock; (ii) 2,308,969 shares of restricted Class A common stock (the “Earn-Out Restricted Shares”) issued to Old SES option holders and pre-Closing recipients of Old SES restricted shares; and (iii) 3,999,796 shares of Class B common stock (“Founder Earn-Out Shares”) issued to the CEO and certain entities affiliated with the CEO (the “SES Founder Group”).

The Earn-Out Shares and the Founder Earn-Out Shares (collectively, the “Escrowed Earn-Out Shares”) were placed into escrow at the Closing and shall vest on the date that the closing price of shares of Class A common stock is equal to or greater than $18.00 (“Triggering Event”) during the period beginning on the date that is one year following the Closing and ending on the date that is five years following the Closing (the “Earn-Out Period”). If a Triggering Event has not occurred by the expiration of the Earn-Out Period, then the Escrowed Earn-Out Shares shall be cancelled, and holders of such shares shall have no right to receive such Escrowed Earn-Out Shares. The Earn-Out Restricted Shares are subject to vesting based on the same terms as the Escrowed Earn-Out Shares and are also subject to forfeiture if such recipient’s service with the Company terminates prior to vesting. Any such forfeited Earn-Out Restricted Shares shall be available for grant pursuant to the Company’s incentive plan. If, during the earn-out period of five years, there is a change in control transaction at a per share price of greater than or equal to $18.00 per share, then all 29,999,947 earn-out shares will vest immediately prior to the consummation of such change in control, otherwise, all earn-out shares will be forfeited.

The Escrowed Earn-Out Shares to be released upon achievement of the vesting condition are classified as equity instruments and recorded at fair value in stockholders’ equity as vesting is indexed to the common stock of the Company. The Earn-Out Restricted Shares are accounted for as a single tranche equity award. See “Note 16 – Stock-Based Compensation” for further information on fair value of the Earn-Out Restricted Shares.
Common Stock Warrants

Common Stock Warrants

Prior to the Business Combination, Ivanhoe had issued 9,200,000 public warrants (“Public Warrants”) and 5,013,333 private placement warrants (“Private Warrants” and collectively with the Public Warrants, the “Warrants”) which were assumed by the Company at Closing. On February 1, 2022, prior to Closing, the Ivanhoe warrant holders approved certain amendments to the terms of the Warrants such that the Warrants met the derivative scope exception for contracts in the Company’s own stock and were recorded in stockholders’ equity. Prior to the amendment, the Warrants were accounted for as derivative liabilities measured at fair value, with changes in fair value recorded in the consolidated statements of operations and comprehensive loss at each reporting period. Each whole Warrant entitles the registered holder to purchase one share of Class A common stock at a price of $11.50 per share. Pursuant to the Warrant agreement, a Warrant holder may exercise its Warrants only for a whole number of shares of Class A common stock. This means only a whole Warrant may be exercised at a given time by a warrant holder. 

The amendments, among other things, include the following:

●amendments to the rights specific to the Private Warrants such that (a) the rights specific to Private Warrants are retained by the holder thereof regardless of such holder’s identity, (b) the Private Warrants are no longer subject to redemption by the Company when such warrants are trading at a price equal to or in excess of $10.00 per share but less than $18.00 per share and (c) the Private Warrants are no longer generally exercisable on a “cashless basis”;
●eliminates the Company’s ability to redeem any Public Warrants unless the Class A common stock is trading at a price equal to or in excess of $18.00 per share; and
●removes certain language related to the treatment of Warrants in the event of a tender offer for the shares underlying such Warrants.

Subsequent to the Closing, the Company registered 14,213,280 shares of Class A common stock issuable upon the exercise of the Warrants.
Research and Development

Research and Development

Research and development costs with no alternative future use are expensed as incurred. 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 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 GPUs to train AI models. Additionally, payments received by the Company under its JDAs are recognized as a reduction to research and development expense in the consolidated statements of operations and comprehensive loss.
General and Administrative

General and Administrative

General and administrative expenses consist primarily of costs incurred for salaries and personnel-related expenses, including stock-based compensation expense, for our finance, legal and human resource functions, expenses for director and officer insurance, outside contractor and professional service fees, audit and compliance expenses, legal, accounting and other advisory services, as well as allocated facilities and information technology costs including depreciation and amortization.
Stock-Based Compensation

Stock-Based Compensation

The Company measures compensation expense for all stock-based awards made to employees, directors, and non-employees, based on estimated fair values as of the grant date and recognizes the compensation expense using the straight-line method over the requisite service period, which is generally the vesting period. The Company accounts for forfeitures when they occur. Changes in the assumptions can materially affect the fair value and ultimately how much stock-based compensation expense is recognized. The inputs used in valuation models to estimate the fair value of certain stock-based awards are subjective and generally require significant analysis and judgment to develop. See “Note 15 – Stock-Based Compensation” for additional information about stock-based awards.
Income Taxes

Income Taxes

Income tax expense has been provided using the asset and liability method. Deferred tax assets and liabilities are determined based on the estimated future tax consequences attributable to differences between the financial statement carrying amounts and tax bases of existing assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax expense or benefit is the result of changes in the deferred tax asset and liability. The Company provides a valuation allowance against net deferred tax assets if, based upon the available evidence, it is more likely than not that the deferred tax assets will not be realized. In evaluating the Company’s ability to recover deferred tax assets, the Company considers all available positive and negative evidence, including historical operating results, ongoing tax planning, and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis.

The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the Company’s consolidated financial statements from such positions are measured based on the largest benefit that has a greater than 50% likelihood of being realized. The Company recognizes interest and penalties associated with tax matters as part of the income tax provision and includes accrued interest and penalties with the related income tax liability within accrued expenses and other current liabilities on the consolidated balance sheets.
Other Comprehensive Income (Loss)

Other Comprehensive Income (Loss)

Other Comprehensive income (loss) includes changes in the balances of items that are reported directly as a separate component of stockholders’ equity on the consolidated balance sheets. The components of comprehensive loss are net loss, foreign currency translation adjustments and unrealized gains and losses from available-for-sale marketable debt securities. The Company does not provide for income taxes on foreign currency translation adjustments since it does not provide for taxes on the unremitted earnings of its foreign subsidiaries. The tax effects of unrealized gains and loss from available-for-sale marketable debt securities is recorded in deferred tax assets (liabilities) and fully offset by the valuation allowance. The changes in accumulated other comprehensive income (loss) are included in the Company’s consolidated statements of operations and comprehensive loss.
Net Income (Loss) Per Share

Net Income (Loss) Per Share

As the liquidation and dividend rights of Class A common stock and Class B common stock are identical, the net loss attributable to common stockholders is allocated on a proportionate basis, and the resulting net loss per share is identical for Class A common stock and Class B common stock under the two-class method.

Basic net income or loss per share attributable to Class A common stock and Class B common stock stockholders is computed by dividing the net income or loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. The diluted net income or loss per share attributable to common stockholders is calculated by giving effect to all potentially dilutive common stock equivalents outstanding during the period.
Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

On December 4, 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 amends ASC 740, Income Taxes to expand income tax disclosures and requires that the Company disclose (i) the income tax rate reconciliation using both percentages and reporting currency amounts;  (ii) specific categories within the income tax rate reconciliation; (iii) additional information for reconciling items that meet a quantitative threshold; (iv) the composition of state and local income taxes by jurisdiction; and (v) the amounts of income taxes paid disaggregated by jurisdiction.  The Company adopted ASU 2023-09 for the year ended December 31, 2025 on a prospective basis.

In November 2024, The FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses, which requires more detailed information about the types of expenses included in certain expense captions presented on the consolidated statements of operations. Additionally, this amendment requires the disclosure of a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively and the disclosure of the total amount of selling expenses. The new standard is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. We are currently evaluating the impact of adoption on our financial disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which allows for a practical expedient election to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset in the development of a reasonable and supportable forecast as part of estimating expected credit losses. The new standard is effective for annual periods beginning after December 15, 2025, with early adoption permitted. We are currently evaluating the impact of adoption on our consolidated financial statements.

In September 2025, the FASB issued ASU No. 2025-06, Targeted Improvements to the Accounting for Internal-Use Software, which removes references to project stages and clarifies the timing of capitalizing costs based on certain thresholds. Additionally, this amendment requires certain disclosures in the notes to the financial statements regardless of financial statement presentation of software costs. The new standard is effective for annual periods beginning after December 15, 2027, and interim periods within those annual reporting periods with early adoption permitted. We are currently evaluating the impact of adoption on our consolidated financial statements and disclosures.

The Company has reviewed all other accounting pronouncements issued during the year ended December 31, 2025 and concluded they were either not applicable or not expected to have a material impact on the Company’s consolidated financial statements. 

 
v3.25.4
Summary of Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 31, 2025
Accounting Policies [Abstract]  
Schedule of inventories

​

​

​

​

​

​

​

​

Year Ended December 31, 

(in thousands)

2025

​

2024

Inventories:

​

​

​

​

​

Raw materials

$

3,327

​

$

212

Work-in-process

​

27

​

​

—

Finished goods

​

1,110

​

​

—

In-transit

​

690

​

​

—

Total inventories

$

5,154

​

$

212

 
Schedule of financial assets and liabilities measured at fair value on a recurring basis

​

​

​

​

​

​

​

​

​

​

​

​

​

(in thousands)

Level 1

  ​ ​ ​

Level 2

  ​ ​ ​

Level 3

  ​ ​ ​

Total

December 31, 2025

​

​

​

​

​

​

​

​

​

​

​

Current assets

​

​

​

​

​

​

​

​

​

​

​

Cash equivalents in money market funds (Note 6)

$

15,554

​

$

—

​

$

—

​

$

15,554

U.S. treasury securities (Note 7)

​

169,229

​

​

—

​

​

—

​

​

169,229

Equity securities(1)

​

862

​

​

—

​

​

—

​

​

862

Total current assets at fair value

$

185,645

​

$

—

​

$

—

​

$

185,645

​

​

​

​

​

​

​

​

​

​

​

​

Current Liabilities

​

​

​

​

​

​

​

​

​

​

​

Deferred consideration, current(2)

​

—

​

​

—

​

​

1,093

​

​

1,093

Total current liabilities at fair value

$

—

​

$

—

​

$

1,093

​

$

1,093

​

​

​

​

​

​

​

​

​

​

​

​

Long-term Liabilities

​

​

​

​

​

​

​

​

​

​

​

Sponsor Earn-Out liabilities

$

—

​

$

—

​

$

7,795

​

$

7,795

Deferred consideration, non-current(2)

$

—

​

$

—

​

$

7,677

​

$

7,677

Total long-term liabilities at fair value

$

—

​

$

—

​

$

15,472

​

$

15,472

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2024

​

​

​

​

​

​

​

​

​

​

​

Current assets

​

​

​

​

​

​

​

​

​

​

​

Cash equivalents in money market funds (Note 6)

$

120,888

​

$

—

​

$

—

​

$

120,888

U.S. treasury securities (Note 7)

​

132,782

​

​

—

​

​

—

​

​

132,782

Equity securities(1)

​

967

​

​

—

​

​

—

​

​

967

Total current assets at fair value

$

254,637

​

$

—

​

$

—

​

$

254,637

​

​

​

​

​

​

​

​

​

​

​

​

Non-current liabilities

​

​

​

​

​

​

​

​

​

​

​

Sponsor Earn-Out liabilities

$

—

​

$

—

​

$

9,472

​

$

9,472

Total non-current liabilities at fair value

$

—

​

$

—

​

$

9,472

​

$

9,472

(1) Fair value was determined using publicly quoted market prices obtained from third-party sources in their respective markets.

(2) Fair value was determined using the Black Scholes option pricing formula capped call and capped put methodology using risk adjusted discount rate for the revenue and adjusted revenue forecasts.

 
Schedule of property and equipment, net

​

​

​

​

Laboratory machinery and equipment

 

5 – 10 years

Office and computer equipment

 

3 – 5 years

Furniture and fixtures

 

5 years

Leasehold improvements

 

Shorter of useful life of asset or lease term

 

​

​

​

​

​

​

​

​

​

​

As of December 31, 

(in thousands)

  ​ ​ ​

2025

  ​ ​ ​

2024

Laboratory machinery and equipment

​

$

33,273

​

$

31,092

Office and computer equipment

​

 

2,054

​

 

1,595

Leasehold improvements

​

 

23,343

​

 

24,390

Construction in progress

​

​

39

​

​

1,971

Total property and equipment

​

 

58,709

​

 

59,048

Less: accumulated depreciation

​

 

(29,843)

​

 

(20,883)

Property and equipment, net

​

$

28,866

​

$

38,165

 
Schedule of estimated useful lives of intangible assets

​

​

​

​

Intellectual property

 

15 years

 
v3.25.4
Acquisitions (Tables)
 12 Months Ended
Dec. 31, 2025
Business Combination [Abstract]  
Schedule of preliminary allocation of the purchase price

 

Cash and cash equivalents

$

795

Accounts receivable

1,139

Inventory

3,807

Prepaid expenses and other current assets

3,465

Property, plant and equipment

1,023

Intangible assets, net

1,753

Goodwill

​

13,272

​

Other assets

195

​

Accounts payable

(2,644)

​

Accrued expenses and other liabilities

​

(1,828)

​

Deferred revenue

​

(6,862)

​

Operating lease liability

​

(174)

​

Note payable, current

​

(1,966)

​

Total

$

11,975

 
Schedule of the reconciliation of fair value measurement of liabilities using significant unobservable inputs

The following table presents a reconciliation of the deferred consideration liability:

​

​

​

​

​

​

(in thousands)

Balance as of December 31, 2024

​

$

—

Additions during the year

​

​

11,698

Payments during the year

​

​

(3,357)

Change in fair value

​

 

205

Foreign exchange impact

​

​

224

Balance as of December 31, 2025

​

$

8,770

 

The following table provides a reconciliation of the beginning and ending balances for the Sponsor Earn-Out liabilities:

​

​

​

​

​

(in thousands)

Balance as of December 31, 2023

$

4,166

Change in fair value

​

5,306

Balance as of December 31, 2024

​

9,472

Change in fair value

  ​

(1,677)

Balance as of December 31, 2025

$

7,795

 
Schedule of identifiable intangible assets acquired and their estimated fair values and useful lives at acquisition date

 

(in thousands)

Fair Value

  ​ ​ ​

Weighted Average

Useful Lives

Patents

$

1,685

​

​

15 years

Trademarks

 

68

​

 

15 years

Total acquired intangible assets

$

1,753

​

​

​

 
v3.25.4
Revenue (Tables)
 12 Months Ended
Dec. 31, 2025
Revenue from Contract with Customer [Abstract]  
Schedule of company's disaggregated revenue

​

​

​

​

​

​

​

​

Year Ended December 31, 

(in thousands)

2025

​

2024

Revenue from customers:

​

​

​

​

​

Service revenue

$

13,582

​

$

1,920

Product revenue

​

7,418

​

​

120

Total revenue from customers

$

21,000

​

$

2,040

 
Schedules of contract assets and contract liabilities

​

​

​

​

​

Year Ended December 31, 

(in thousands)

2025

Contract assets:

​

​

Balance at December 31

$

—

Additions

​

12,775

Billings to customer

​

(11,650)

Balance at December 31

$

1,125

 

​

​

​

​

​

Year Ended December 31, 

(in thousands)

2025

Contract liabilities:

​

​

Balance at December 31

$

—

Additions

​

8,442

Revenue recognized

​

(5,749)

Foreign exchange adjustments

​

(24)

Balance at December 31

$

2,669

 
v3.25.4
Partnerships (Tables)
 12 Months Ended
Dec. 31, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Summary of expenses incurred that were recorded as a credit to research and development expense in the consolidated statement of operations and comprehensive loss

​

​

​

​

​

​

​

​

Year Ended December 31, 

(in thousands)

2025

  ​ ​ ​

2024

Research and development (related party)

$

—

​

$

3,190

Research and development

​

—

​

​

5,385

Total credits to research and development

$

—

​

$

8,575

 
v3.25.4
Cash and Cash Equivalents (Tables)
 12 Months Ended
Dec. 31, 2025
Cash and Cash Equivalents [Abstract]  
Schedule of cash, cash equivalents, and restricted cash

​

​

​

​

​

​

​

​

​

​

​

(in thousands)

December 31, 2025

  ​ ​ ​

December 31, 2024

Cash

$

13,987

​

$

7,908

Money market funds

 

15,554

​

 

120,888

Total cash and cash equivalents

​

29,541

​

​

128,796

Restricted cash included in other assets

 

672

​

 

599

Total cash, cash equivalents, and restricted cash

$

30,213

​

$

129,395

 
v3.25.4
Short-Term Investments (Tables)
 12 Months Ended
Dec. 31, 2025
Investments, Debt and Equity Securities [Abstract]  
Schedule of amortized costs, gross unrealized gains and losses, and fair values of investments

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2025

​

​

​

Gross

​

Gross

​

​

​

(in thousands)

Amortized Cost

  ​ ​ ​

Unrealized Gains

  ​ ​ ​

Unrealized Losses

  ​ ​ ​

Fair Value

Short-term U.S. treasury securities

$

169,046

​

$

183

​

$

—

​

$

169,229

Total

$

169,046

​

$

183

​

$

—

​

$

169,229

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2024

​

​

​

Gross

​

Gross

​

​

​

(in thousands)

Amortized Cost

  ​ ​ ​

Unrealized Gains

  ​ ​ ​

Unrealized Losses

  ​ ​ ​

Fair Value

Short-term U.S. treasury securities

$

132,615

​

$

167

​

$

—

​

$

132,782

Total

$

132,615

​

$

167

​

$

—

​

$

132,782

 
v3.25.4
Property and Equipment, Net (Tables)
 12 Months Ended
Dec. 31, 2025
Property, Plant and Equipment [Abstract]  
Schedule of property and equipment, net

​

​

​

​

Laboratory machinery and equipment

 

5 – 10 years

Office and computer equipment

 

3 – 5 years

Furniture and fixtures

 

5 years

Leasehold improvements

 

Shorter of useful life of asset or lease term

 

​

​

​

​

​

​

​

​

​

​

As of December 31, 

(in thousands)

  ​ ​ ​

2025

  ​ ​ ​

2024

Laboratory machinery and equipment

​

$

33,273

​

$

31,092

Office and computer equipment

​

 

2,054

​

 

1,595

Leasehold improvements

​

 

23,343

​

 

24,390

Construction in progress

​

​

39

​

​

1,971

Total property and equipment

​

 

58,709

​

 

59,048

Less: accumulated depreciation

​

 

(29,843)

​

 

(20,883)

Property and equipment, net

​

$

28,866

​

$

38,165

 
v3.25.4
Goodwill and Intangible Assets, Net (Tables)
 12 Months Ended
Dec. 31, 2025
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of changes in the carrying amount of goodwill

​

​

​

​

​

​

  ​ ​ ​

(in thousands)

Balance as of December 31, 2024

​

$

—

Acquisitions

​

​

13,272

Balance as of December 31, 2025

​

$

13,272

 
Schedule of intangible assets, net

​

​

​

​

​

​

​

​

​

​

As of December 31, 

(in thousands)

  ​ ​ ​

2025

  ​ ​ ​

2024

Intellectual property

​

$

3,672

​

$

1,918

Less: accumulated amortization

​

 

(863)

​

 

(701)

Intangible assets, net

​

$

2,809

​

$

1,217

 
Schedule of future amortization expenses

​

​

​

​

​

Years Ending December 31,

​

(in thousands)

2026

​

$

242

2027

​

 

242

2028

​

 

242

2029

​

 

242

2030

​

 

242

Thereafter

​

​

1,599

Total

​

$

2,809

 
v3.25.4
Accrued Expenses and Other Current Liabilities (Tables)
 12 Months Ended
Dec. 31, 2025
Payables and Accruals [Abstract]  
Schedule of accrued expenses and other current liabilities

​

​

​

​

​

​

​

​

As of December 31, 

(in thousands)

2025

  ​ ​ ​

2024

Employee compensation and related costs

$

4,347

​

$

6,646

Vendor project charges

​

3,000

​

​

7,500

Contract liabilities

​

2,669

​

​

—

Professional and consulting services

​

891

​

​

1,480

Short-term notes payables

​

830

​

​

—

Software services

​

769

​

​

—

Income taxes payable

​

490

​

​

313

Construction in process

​

53

​

​

1,408

Other

 

2,022

​

 

982

Accrued expenses and other current liabilities

$

15,071

​

$

18,329

 
v3.25.4
Sponsor Earn-Out Liabilities (Tables)
 12 Months Ended
Dec. 31, 2025
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Schedule of key inputs into the Monte Carlo simulation model for the Sponsor Earn-Out liability

​

​

​

​

​

​

​

​

​

December 31, 2025

​

​

December 31, 2024

Expected term (in years)

​

5.7

​

​

5.9

Risk free rate

​

3.77%

​

​

4.38%

Expected volatility

​

100.0%

​

​

95.0%

Expected dividends

​

0%

​

​

0%

Stock price

$

1.80

​

$

2.19

 
Schedule of the reconciliation of fair value measurement of liabilities using significant unobservable inputs

The following table presents a reconciliation of the deferred consideration liability:

​

​

​

​

​

​

(in thousands)

Balance as of December 31, 2024

​

$

—

Additions during the year

​

​

11,698

Payments during the year

​

​

(3,357)

Change in fair value

​

 

205

Foreign exchange impact

​

​

224

Balance as of December 31, 2025

​

$

8,770

 

The following table provides a reconciliation of the beginning and ending balances for the Sponsor Earn-Out liabilities:

​

​

​

​

​

(in thousands)

Balance as of December 31, 2023

$

4,166

Change in fair value

​

5,306

Balance as of December 31, 2024

​

9,472

Change in fair value

  ​

(1,677)

Balance as of December 31, 2025

$

7,795

 
v3.25.4
Leases (Tables)
 12 Months Ended
Dec. 31, 2025
Leases [Abstract]  
Schedule of maturity of lease liabilities under operating leases

​

​

​

​

Years Ending December 31,

(in thousands)

2026

$

2,831

2027

​

1,925

2028

​

1,664

2029

​

1,163

2030

​

1,138

Thereafter

​

775

Total future minimum lease payments

​

9,496

Less: imputed interest

​

(1,385)

Total future minimum lease payments

$

8,111

 
v3.25.4
Stockholders' Equity (Tables)
 12 Months Ended
Dec. 31, 2025
Stockholders' Equity Note [Abstract]  
Schedule of the reconciliation of shares of common stock issued and outstanding

​

​

​

​

​

​

December 31, 2025

​

December 31, 2024

Class A Shares Outstanding

321,551,078

​

317,676,034

Class B Shares Outstanding

43,881,251

​

43,881,251

Total shares of common stock legally issued and outstanding

365,432,329

​

361,557,285

Less: Shares subject to future vesting:

​

​

​

Escrowed Earn-Out Shares

(27,690,978)

​

(27,690,978)

Sponsor Earn-Out Shares

(5,520,000)

​

(5,520,000)

Earn-Out Restricted Shares

(742,280)

​

(765,990)

RSAs

—

​

(255,458)

Total shares issued and outstanding

331,479,071

​

327,324,859

 
Schedule of the shares of common stock available for future issuance

​

​

​

​

​

​

​

​

​

​

December 31, 2025

  ​ ​ ​

December 31, 2024

Shares reserved for issuance under the SES AI Corporation 2021 Plan

38,518,171

​

37,263,345

Common stock options outstanding

5,431,725

​

6,063,110

Public Warrants

9,199,947

​

9,199,947

Private Warrants

5,013,333

​

5,013,333

RSUs

13,883,881

​

13,282,923

PSUs

5,963,154

​

5,973,050

Total common stock available for future issuance

78,010,211

​

76,795,708

 
v3.25.4
Stock-Based Compensation (Tables)
 12 Months Ended
Dec. 31, 2025
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Schedule of stock-based compensation included in its condensed consolidated statements of operations and comprehensive income (loss)

​

​

​

​

​

​

​

​

Years Ended December 31, 

(in thousands)

2025

  ​ ​ ​

2024

Research and development

$

3,037

​

$

8,021

General and administrative

 

7,595

​

​

11,896

Cost of revenue

 

339

​

​

18

Total

$

10,971

​

$

19,935

 
Schedule of share-based compensation expense by award type

​

​

​

​

​

​

​

​

Years Ended December 31, 

(in thousands)

2025

  ​ ​ ​

2024

RSUs

$

8,359

​

$

12,733

PSUs

​

1,380

​

​

2,885

RSAs

​

1,199

​

​

1,950

Stock options

​

33

​

​

370

Earn-Out Restricted Shares

​

—

​

​

1,997

Total

$

10,971

​

$

19,935

 
Summary of RSU activity

​

​

​

​

​

​

​

​

​

Number of Shares

​

Weighted Average Fair Value

Outstanding at December 31, 2023

​

6,359,474

​

$

3.71

Granted

​

11,729,289

​

$

1.32

Vested

​

(2,413,455)

​

$

4.14

Forfeited and canceled

​

(2,392,385)

​

$

1.95

Outstanding at December 31, 2024

​

13,282,923

​

$

1.83

Granted

​

9,029,793

​

$

0.75

Gross vested units

​

(5,209,010)

​

$

2.40

Forfeited and canceled

​

(3,219,825)

​

$

1.31

Outstanding at December 31, 2025

​

13,883,881

​

$

1.03

 
Summary of fair value assumptions for performance stock units

​

​

​

​

​

  ​ ​ ​

2024

Expected term (in years)

​

3.0

Risk free rate

​

4.06%

Expected volatility

​

90.0%

Expected dividends

​

0%

Stock price

$

1.36

 
Summary of PSU activity

​

​

​

​

​

​

​

​

​

Number of Shares

​

Weighted Average Fair Value

Outstanding at December 31, 2023

​

3,364,810

​

$

3.60

Granted

​

3,637,556

​

$

0.42

Vested

​

—

​

$

—

Forfeited and canceled

​

(1,029,316)

​

$

6.96

Outstanding at December 31, 2024

​

5,973,050

​

$

1.34

Granted

​

264,469

​

$

2.32

Vested

​

—

​

$

—

Forfeited and canceled

​

(274,365)

​

$

1.31

Outstanding at December 31, 2025

​

5,963,154

​

$

1.39

 
Summary of stock option activity

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Number of Options

​

​

Weighted Average Exercise Price

​

​

Weighted Average Remaining Contractual Term
(in years)

​

​

Aggregate Intrinsic Value
(in millions)

Outstanding at December 31, 2023

​

13,619,793

​

$

0.17

​

​

6.8

​

$

22.7

Granted

​

—

​

$

—

​

​

​

​

​

​

Exercised

​

(6,507,475)

​

$

0.16

​

​

​

​

$

4.0

Forfeited and canceled

​

(1,049,208)

​

$

0.19

​

​

​

​

​

​

Outstanding at December 31, 2024

​

6,063,110

​

$

0.19

​

​

5.5

​

$

12.2

Granted

​

—

​

$

—

​

​

​

​

​

​

Exercised

​

(614,255)

​

$

0.12

​

​

​

​

$

0.9

Forfeited and canceled

​

(17,130)

​

$

0.39

​

​

​

​

​

​

Outstanding at December 31, 2025

​

5,431,725

​

$

0.19

​

​

4.7

​

$

8.8

Vested, December 31, 2025

​

5,431,725

​

$

0.19

​

​

4.7

​

$

8.8

Vested or expected to vest, December 31, 2025

​

5,431,725

​

$

0.19

​

​

4.7

​

$

8.8

 
Restricted Stock  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Summary of restricted share activity

​

​

​

​

​

​

​

​

​

Number of Shares

​

Weighted Average Fair Value

Outstanding at December 31, 2023

​

649,567

​

$

5.05

Granted

​

—

​

$

-

Vested

​

(386,964)

​

$

5.05

Forfeited and canceled

​

(7,145)

​

$

5.07

Outstanding at December 31, 2024

​

255,458

​

$

5.04

Granted

​

—

​

$

—

Vested

​

(253,358)

​

$

5.04

Forfeited and canceled

​

(2,100)

​

$

5.30

Outstanding at December 31, 2025

​

—

​

$

—

 
Earn-out Shares, Earn-out Restricted Shares  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Summary of restricted share activity

​

​

​

​

​

​

​

​

​

Number of Shares

​

Weighted Average Fair Value

Outstanding at December 31, 2023

​

1,619,998

​

$

6.53

Granted/vested

​

—

​

$

—

Forfeited and canceled

​

(854,008)

​

$

6.53

Outstanding at December 31, 2024

​

765,990

​

$

6.53

Granted/vested

​

—

​

$

—

Forfeited and canceled

​

(23,710)

​

$

6.53

Outstanding at December 31, 2025

​

742,280

​

$

6.53

 
v3.25.4
Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2025
Income Tax Disclosure [Abstract]  
Schedule of domestic and foreign components of loss before income taxes

​

​

​

​

​

​

​

​

​

​

Years Ended December 31, 

(in thousands)

  ​ ​ ​

2025

  ​ ​ ​

2024

U.S.

  ​ ​ ​

$

25,933

  ​ ​ ​

$

(13,573)

Foreign

​

 

(98,742)

​

 

(86,424)

Loss before income taxes

​

$

(72,809)

​

$

(99,997)

 
Summary of income tax expense

​

​

​

​

​

​

​

​

​

​

Years Ended December 31, 

(in thousands)

  ​ ​ ​

2025

  ​ ​ ​

2024

Current:

  ​ ​ ​

​

  ​

​

​

  ​

Federal

​

$

—

​

$

—

State

​

 

(130)

​

 

7

Foreign

​

 

832

​

 

459

Total current expense

​

 

702

​

 

466

Deferred:

​

 

  ​

​

 

  ​

Federal

​

 

—

​

 

—

State

​

 

—

​

 

—

Foreign

​

 

(471)

​

 

(278)

Total deferred expense

​

​

(471)

​

​

(278)

Income tax (benefit) expense

​

$

231

​

$

188

 
Schedule of effective income tax reconciliation

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

  ​ ​ ​

2025

(in thousands, except percentages)

​

Amount

​

Percent

U.S. Federal Statutory Tax Rate

  ​ ​ ​

​

(15,679)

​

​

21.0%

​

​

​

​

​

​

​

State and Local Income Taxes, Net of Federal Income Tax Effect

 

​

(131)

​

​

0.2%

​

​

​

​

​

​

​

Foreign Tax Effects

 

​

​

​

​

​

Singapore

​

​

​

​

​

​

Singapore Local NOL

​

​

(12,996)

​

​

17.4%

DTA not recognized due to DCL election

​

​

12,996

​

​

(17.4)%

Other

​

​

39

​

​

(0.1)%

Other foreign jurisdictions

​

​

(68)

​

​

0.1%

​

​

​

​

​

​

​

Tax Credits

​

​

​

​

​

​

Research and development tax credits

​

​

(2,669)

​

​

3.6%

Energy-related tax credits

​

​

-

​

​

0.0%

Other

​

​

-

​

​

0.0%

​

​

​

​

​

​

​

Changes in Valuation Allowances

​

​

11,640

​

​

(15.6)%

​

​

​

​

​

​

​

Nontaxable or Nondeductible Items

​

​

​

​

​

​

Share-based payment awards

​

​

1,542

​

​

(2.1)%

Other

​

​

(398)

​

​

0.5%

​

​

​

​

​

​

​

Changes in Unrecognized Tax Benefits

 

​

1,301

​

​

(1.7)%

​

 

​

​

​

​

​

Other Adjustments

​

​

​

​

​

​

Statutory tax rate difference between Elimination and United States

 

​

4,654

​

​

(6.2)%

​

 

​

​

​

​

​

Effective Tax Rate

 

​

231

​

​

(0.3)%

 

​

​

​

​

​

​

​

Year Ended December 31, 

​

  ​ ​ ​

2024

Tax provision (benefit) at U.S. statutory rate

  ​ ​ ​

​

21.0%

Foreign tax

 

​

(0.3)%

Other permanent items

 

​

(0.1)%

Section 162(m)

​

​

(0.7)%

Stock-based compensation

​

​

(1.0)%

Research and development tax credits

 

​

1.3%

Unrecognized tax benefits

 

​

(0.4)%

Change in valuation allowance

 

​

(16.5)%

Deferred adjustments

​

​

(2.5)%

Change in Sponsor Earn-Out liabilities

​

​

(1.1)%

Effective tax rate

 

​

(0.2)%

 
Summary of components of net deferred tax assets

​

​

​

​

​

​

​

​

​

​

As of December 31, 

(in thousands)

  ​ ​ ​

2025

  ​ ​ ​

2024

Deferred tax assets:

  ​ ​ ​

​

  ​

​

​

  ​

Net operating losses

​

$

44,948

​

$

35,191

Section 174

​

​

29,141

​

​

25,306

Research and development tax credits

​

 

6,821

​

 

4,298

Lease liabilities

​

​

2,110

​

​

3,060

Stock-based compensation

​

 

2,044

​

 

2,741

Fixed assets

​

​

1,802

​

​

562

Accruals and reserves

​

 

1,491

​

 

1,547

Deferred revenue

​

​

1,135

​

​

—

Intangibles

​

​

—

​

​

138

Other

​

 

—

​

 

94

Total deferred tax assets

​

 

89,492

​

 

72,937

Deferred tax liabilities:

​

 

  ​

​

 

  ​

ROU assets

​

 

(1,913)

​

 

(2,781)

Intangibles

​

​

(162)

​

​

—

Other

​

​

(23)

​

​

—

Total deferred tax liabilities

​

 

(2,098)

​

 

(2,781)

Net deferred tax asset before valuation allowance

​

​

87,394

​

​

70,156

Valuation allowance

​

 

(85,877)

​

 

(68,821)

Net deferred tax asset

​

$

1,517

​

$

1,335

 
Schedule of unrecognized tax benefits

​

​

​

​

​

​

​

​

​

​

As of December 31, 

(in thousands)

  ​ ​ ​

2025

  ​ ​ ​

2024

Beginning of the year

  ​ ​ ​

$

7,600

​

$

5,502

Increase – prior year positions

​

 

1,728

​

 

1,521

Increase – current year positions

​

 

1,168

​

 

577

End of the year

​

$

10,496

​

$

7,600

 
v3.25.4
Net Income (Loss) Per Share (Tables)
 12 Months Ended
Dec. 31, 2025
Earnings Per Share [Abstract]  
Schedule of computation of basic and diluted net loss per share

​

​

​

​

​

​

​

​

Years Ended December 31, 

(in thousands, except share and per share amounts)

2025

​

2024

Numerator:

​

  ​

​

​

  ​

Net loss attributable to common stockholders - basic and diluted

$

(73,040)

​

$

(100,185)

Denominator:

​

​

​

​

​

Weighted average shares of common stock outstanding - basic and diluted

​

330,917,166

​

​

321,824,143

Net loss per share attributable to common stockholders - basic and diluted

$

(0.22)

​

$

(0.31)

 
Schedule of potentially anti-dilutive securities

​

​

​

​

​

​

​

​

Years Ended December 31, 

​

2025

​

2024

Escrowed Earn-Out Shares

​

27,690,978

​

​

27,690,978

Options to purchase common stock

​

5,431,725

​

​

6,063,110

Public Warrants

​

9,199,947

​

​

9,199,947

Sponsor Earn-Out Shares

​

5,520,000

​

​

5,520,000

Private Warrants

​

5,013,333

​

​

5,013,333

Unvested RSUs

​

13,883,881

​

​

13,282,923

Unvested PSUs

​

5,963,154

​

​

5,973,050

Earn-Out Restricted Shares

​

742,280

​

​

765,990

Unvested RSAs

​

—

​

​

255,458

Total

​

73,445,298

​

​

73,764,789

 
v3.25.4
Segment and Geographic Information (Tables)
 12 Months Ended
Dec. 31, 2025
Segment Reporting [Abstract]  
Schedule of significant expenses to the CODM

​

​

​

​

​

​

​

​

​

​

Years Ended December 31, 

(in thousands)

​

2025

​

2024

Compensation and benefits

​

$

26,462

​

$

33,464

Stock compensation

​

​

10,633

​

​

19,935

Lab and equipment

​

​

13,439

​

​

18,277

General and administrative

​

​

14,923

​

​

16,015

Professional services

​

​

21,770

​

​

12,686

Facility

​

​

5,906

​

​

8,588

Marketing and sales

​

​

788

​

​

1,571

​

​

$

93,921

​

$

110,536

 
Schedule of long-lived assets by geographical area

​

​

​

​

​

​

​

​

​

​

As of December 31, 

(in thousands)

  ​ ​ ​

2025

  ​ ​ ​

2024

Property and equipment, net:

  ​ ​ ​

​

  ​

  ​ ​ ​

​

  ​

Asia Pacific

​

$

18,346

​

$

24,041

United States

​

​

10,520

​

​

14,124

Total property and equipment, net

​

$

28,866

​

$

38,165

 
v3.25.4
Summary of Significant Accounting Policies - Foreign Currency Translation (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Gain (Loss), Foreign Currency Transaction, before Tax [Abstract]    
Net realized and unrealized gains (losses) from foreign currency transactions $ 0.7 $ 0.2
v3.25.4
Summary of Significant Accounting Policies - Restricted Cash (Details) - USD ($)
$ in Millions
Dec. 31, 2025
Dec. 31, 2024
Restricted Cash [Abstract]    
Restricted cash $ 0.7 $ 0.6
v3.25.4
Summary of Significant Accounting Policies - Service Revenue (Details)
 12 Months Ended
Dec. 31, 2025
Accounting Policies [Abstract]  
Service revenue contracts, term, low end of range 1 year
Service revenue contracts, term, high end of range 2 years
v3.25.4
Summary of Significant Accounting Policies - Deferred Contract Costs (Details) - USD ($)
$ in Millions
Dec. 31, 2025
Dec. 31, 2024
Capitalized Contract Cost, Net [Abstract]    
Deferred contract costs $ 0.3 $ 0.1
v3.25.4
Summary of Significant Accounting Policies - Accounts Receivable (Details) - USD ($)
$ in Thousands
 24 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Accounts Receivable, after Allowance for Credit Loss [Abstract]    
Accounts receivable, allowance for credit loss $ 0 $ 0
Accounts receivable, allowance for credit loss, write-off 0  
Accounts receivable, after allowance for credit loss 4,800 1,000
Nontrade Receivables, Unclassified [Abstract]    
Notes receivable $ 0
v3.25.4
Summary of Significant Accounting Policies - Warranty Reserve (Details)
Dec. 31, 2025
Standard Product Warranty Disclosure [Abstract]  
Product warranty obligation, term 10 years
v3.25.4
Summary of Significant Accounting Policies - Inventories - General Information (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Inventory Adjustments [Abstract]    
Inventory valuation reserves $ 0 $ 0
v3.25.4
Summary of Significant Accounting Policies - Inventories - Tabular Disclosure (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Inventory, Net, Items Net of Reserve Alternative [Abstract]    
Raw materials $ 3,327 $ 212
Work-in-process 27  
Finished goods 1,110  
In-transit 690  
Total inventories $ 5,154 $ 212
v3.25.4
Summary of Significant Accounting Policies - Concentrations of Credit Risk (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Cash, Cash Equivalent, Restricted Cash, and Restricted Cash Equivalent, Continuing Operation [Abstract]      
Cash, cash equivalents, and restricted cash $ 30,213 $ 129,395 $ 86,966
Subsidiaries | Non-US      
Cash, Cash Equivalent, Restricted Cash, and Restricted Cash Equivalent, Continuing Operation [Abstract]      
Cash, cash equivalents, and restricted cash $ 27,900 $ 4,400  
v3.25.4
Summary of Significant Accounting Policies - Fair Value - Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Assets, Fair Value Disclosure [Abstract]    
Debt securities, available-for-sale $ 169,229 $ 132,782
Equity securities 900 1,000
Financial Liabilities Fair Value Disclosure [Abstract]    
Sponsor Earn-Out liabilities $ 7,795 $ 9,472
Derivative Liability, Statement of Financial Position Sponsor Earn-Out liabilities Sponsor Earn-Out liabilities
Fair Value, Recurring    
Assets, Fair Value Disclosure [Abstract]    
Debt securities, available-for-sale $ 169,229 $ 132,782
Equity securities 862 967
Total current assets at fair value 185,645 254,637
Financial Liabilities Fair Value Disclosure [Abstract]    
Deferred consideration, current 1,093  
Total current liabilities at fair value 1,093  
Sponsor Earn-Out liabilities 7,795 9,472
Deferred consideration, non-current 7,677  
Total long-term liabilities at fair value 15,472 9,472
Fair Value, Recurring | Money Market Funds    
Assets, Fair Value Disclosure [Abstract]    
Cash and cash equivalents 15,554 120,888
Fair Value, Recurring | Fair Value, Inputs, Level 1    
Assets, Fair Value Disclosure [Abstract]    
Debt securities, available-for-sale 169,229 132,782
Equity securities 862 967
Total current assets at fair value 185,645 254,637
Fair Value, Recurring | Fair Value, Inputs, Level 1 | Money Market Funds    
Assets, Fair Value Disclosure [Abstract]    
Cash and cash equivalents 15,554 120,888
Fair Value, Recurring | Fair Value, Inputs, Level 3    
Financial Liabilities Fair Value Disclosure [Abstract]    
Deferred consideration, current 1,093  
Total current liabilities at fair value 1,093  
Sponsor Earn-Out liabilities 7,795 9,472
Deferred consideration, non-current 7,677  
Total long-term liabilities at fair value $ 15,472 $ 9,472
v3.25.4
Summary of Significant Accounting Policies - Fair Value - Contingent Consideration Liability (Details)
Dec. 31, 2025
Valuation Technique and Input, Description [Abstract]  
Business Combination, Contingent Consideration, Liability, Valuation Technique us-gaap:BlackScholesMertonModelMember
v3.25.4
Summary of Significant Accounting Policies - Fair Value - Transfers (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Transfers, Net [Abstract]    
Fair value, measurement with unobservable inputs reconciliation, recurring basis, liability, transfers, net $ 0 $ 0
v3.25.4
Summary of Significant Accounting Policies - Property and Equipment (Details)
Dec. 31, 2025
Laboratory Machinery and Equipment | Minimum  
Property, Plant and Equipment [Line Items]  
Property, plant and equipment, useful life 5 years
Laboratory Machinery and Equipment | Maximum  
Property, Plant and Equipment [Line Items]  
Property, plant and equipment, useful life 10 years
Office and Computer Equipment | Minimum  
Property, Plant and Equipment [Line Items]  
Property, plant and equipment, useful life 3 years
Office and Computer Equipment | Maximum  
Property, Plant and Equipment [Line Items]  
Property, plant and equipment, useful life 5 years
Furniture and Fixtures  
Property, Plant and Equipment [Line Items]  
Property, plant and equipment, useful life 5 years
Leasehold Improvements  
Property, Plant and Equipment [Line Items]  
Property, Plant, and Equipment, Useful Life, Term, Description us-gaap:UsefulLifeShorterOfTermOfLeaseOrAssetUtilityMember
v3.25.4
Summary of Significant Accounting Policies - Intangible Assets (Details)
Dec. 31, 2025
Intellectual Property  
Finite-Lived Intangible Assets [Line Items]  
Finite-lived intangible asset, useful life 15 years
v3.25.4
Summary of Significant Accounting Policies - Impairment of Long-Lived Assets (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Asset Impairment Charges [Abstract]    
Impairment, long-lived asset, held-for-use $ 0 $ 0
v3.25.4
Summary of Significant Accounting Policies - Goodwill (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
USD ($)
Asset Impairment Charges [Abstract]  
Goodwill, Impairment Loss $ 0
v3.25.4
Summary of Significant Accounting Policies - Notes Payable (Details)
$ in Thousands
Dec. 31, 2025
USD ($)
Short-Term Debt [Abstract]  
Short-term notes payables $ 830
v3.25.4
Summary of Significant Accounting Policies - Leases (Details)
Dec. 31, 2025
Lessee Disclosure [Abstract]  
Lease, Practical Expedient, Lessor Single Lease Component true
v3.25.4
Summary of Significant Accounting Policies - Sponsor Earn-Out Liabilities (Details)
Feb. 02, 2022
D
$ / shares
shares
Accounting Policies [Abstract]  
Sponsor Earn-Out Shares, shares issued (in shares) | shares 6,900,000
Sponsor Earn-Out Shares, par value (in dollars per shares) | $ / shares $ 0.0001
Sponsor Earn-Out Shares, transfer restrictions, Tranche 1, percentage of total shares (as a percent) 20.00%
Sponsor Earn-Out Shares, transfer restrictions, Tranche 1, term from closing 180 days
Sponsor Earn-Out Shares, transfer restrictions, Tranche 2, percentage of total shares (as a percent) 20.00%
Sponsor Earn-Out Shares, transfer restrictions, Tranche 2, minimum share price to exceed (in dollars per share) | $ / shares $ 12
Sponsor Earn-Out Shares, transfer restrictions, Tranche 2, minimum share price to exceed, trading days (in days) 20
Sponsor Earn-Out Shares, transfer restrictions, Tranche 2, minimum share price to exceed, trading day period (in days) 30
Sponsor Earn-Out Shares, transfer restrictions, Tranche 2, term from closing 150 days
Sponsor Earn-Out Shares, transfer restrictions, Tranche 3, percentage of total shares (as a percent) 20.00%
Sponsor Earn-Out Shares, transfer restrictions, Tranche 3, minimum share price to exceed (in dollars per share) | $ / shares $ 14
Sponsor Earn-Out Shares, transfer restrictions, Tranche 3, minimum share price to exceed, trading days (in days) 20
Sponsor Earn-Out Shares, transfer restrictions, Tranche 3, minimum share price to exceed, trading days (in days) 30
Sponsor Earn-Out Shares, transfer restrictions, Tranche 3, term from closing 150 days
Sponsor Earn-Out Shares, transfer restrictions, Tranche 4, percentage of total shares (as a percent) 20.00%
Sponsor Earn-Out Shares, transfer restrictions, Tranche 4, minimum share price to exceed (in dollars per share) | $ / shares $ 16
Sponsor Earn-Out Shares, transfer restrictions, Tranche 4, minimum share price to exceed, trading days (in days) 20
Sponsor Earn-Out Shares, transfer restrictions, Tranche 4, minimum share price to exceed, trading days (in days) 30
Sponsor Earn-Out Shares, transfer restrictions, Tranche 4, term from closing 150 days
Sponsor Earn-Out Shares, transfer restrictions, Tranche 5, percentage of total shares (as a percent) 20.00%
Sponsor Earn-Out Shares, transfer restrictions, Tranche 5, minimum share price to exceed (in dollars per share) | $ / shares $ 18
Sponsor Earn-Out Shares, transfer restrictions, Tranche 5, minimum share price to exceed, trading days (in days) 20
Sponsor Earn-Out Shares, transfer restrictions, Tranche 5, minimum share price to exceed, trading days (in days) 30
Sponsor Earn-Out Shares, transfer restrictions, Tranche 5, term from closing 150 days
Sponsor Earn-Out Shares, transfer restrictions, change of control, shares released from transfer restrictions, minimum share price to exceed (in dollars per share) | $ / shares $ 18
Sponsor Earn-Out Shares, transfer restrictions, change of control, shares released from transfer restrictions, percentage of shares (as a percent) 100.00%
Sponsor Earn-Out Shares, transfer restrictions, change of control, shares released from transfer restrictions, pro rata, maximum share price not to exceed (in dollars per share) | $ / shares $ 18
v3.25.4
Summary of Significant Accounting Policies - Earn-Out Shares (Details)
Feb. 02, 2022
$ / shares
shares
Accounting Policies [Abstract]  
Total Earn-Out Shares, shares issued (in shares) 29,999,947
Earn-Out Shares, shares issued (in shares) 23,691,182
Earn-Out Restricted Shares, shares issued (in shares) 2,308,969
Founder Earn-Out Shares, shares issued (in shares) 3,999,796
Escrowed Earn-Out Shares, vesting, minimum closing share price (in dollars per share) | $ / shares $ 18
Escrowed Earn-Out Shares, vesting, minimum closing share price, period begins following closing 1 year
Escrowed Earn-Out Shares, vesting, minimum closing share price, period ends following closing 5 years
Earn-Out Restricted Shares, vesting, change in control, minimum share price, Earn-Out period 5 years
Earn-Out Restricted Shares, vesting, change in control, minimum share price (in dollars per share) | $ / shares $ 18
Earn-Out Restricted Shares, vesting, change in control, minimum share price, shares to vest immediately (in shares) 29,999,947
v3.25.4
Summary of Significant Accounting Policies - Common Stock Warrants (Details) - $ / shares
Dec. 31, 2025
Dec. 31, 2024
Feb. 02, 2022
Jan. 31, 2021
Class of Warrant or Right [Line Items]        
Common stock available for future issuance (in shares) 78,010,211 76,795,708    
Common Stock Warrants        
Class of Warrant or Right [Line Items]        
Number of securities called by each warrant (in shares) 1      
Exercise price of warrants (in dollars per share) $ 11.5      
Common stock available for future issuance (in shares)     14,213,280  
Common Stock Warrants, Public Warrants        
Class of Warrant or Right [Line Items]        
Number of securities called by warrants (in shares)     9,200,000  
Exercise price of warrants (in dollars per share) $ 11.5      
Warrants, redemption, Company option, minimum share price to exceed (in dollars per share)       $ 18
Common stock available for future issuance (in shares) 9,199,947 9,199,947    
Common Stock Warrants, Private Warrants        
Class of Warrant or Right [Line Items]        
Number of securities called by warrants (in shares)     5,013,333  
Warrants, redemption, Company option, share price, low end of range (in dollars per share)       10
Warrants, redemption, Company option, share price, high end of range (in dollars per share)       $ 18
Common stock available for future issuance (in shares) 5,013,333 5,013,333    
v3.25.4
Summary of Significant Accounting Policies - Recently Adopted Accounting Pronouncements (Details)
 12 Months Ended
Dec. 31, 2025
Accounting Standards Update 2023-09  
New Accounting Pronouncements or Change in Accounting Principle [Line Items]  
Change in Accounting Principle, Accounting Standards Update, Adopted true
Change in Accounting Principle, Accounting Standards Update, Transition Option Elected us-gaap:AccountingStandardsUpdate202309ProspectiveMember
Accounting Standards Update 2024-03  
New Accounting Pronouncements or Change in Accounting Principle [Line Items]  
Change in Accounting Principle, Accounting Standards Update, Adopted false
v3.25.4
Acquisitions - General Information (Details) - Shenzhen UZ Energy Co. Ltd.
Sep. 15, 2025
Business Combination, Description [Abstract]  
Business combination, name of acquiree Shenzhen UZ Energy Co. Ltd.
Business combination, date of acquisition agreement Jul. 25, 2025
Business combination, voting equity interest acquired, percentage (as a percent) 100.00%
Business combination, effective date of acquisition Sep. 15, 2025
v3.25.4
Acquisitions - Consideration (Details) - Sep. 15, 2025 - Shenzhen UZ Energy Co. Ltd.
¥ in Millions, $ in Millions
CNY (¥)
USD ($)
Business Combination, Consideration Transferred [Abstract]    
Business combination, consideration transferred ¥ 183.5 $ 25.8
Business combination, consideration transferred, purchase consideration 93.5 13.1
Business combination, consideration transferred, capital contribution for working capital requirements 90.0 12.6
Payments to acquire businesses, gross 23.5 3.3
Business combination, consideration transferred, liabilities incurred ¥ 70.0 $ 9.8
v3.25.4
Acquisitions - Contingent Consideration (Details)
¥ in Millions, $ in Millions
Dec. 31, 2025
USD ($)
Sep. 15, 2025
CNY (¥)
Sep. 15, 2025
USD ($)
Business Combination, Contingent Consideration, Liability [Abstract]      
Business Combination, Contingent Consideration, Liability, Valuation Technique us-gaap:BlackScholesMertonModelMember    
Shenzhen UZ Energy Co. Ltd.      
Business Combination, Contingent Consideration, Liability [Abstract]      
Business combination, contingent consideration, liability   ¥ 83.3 $ 11.7
Business Combination, Contingent Consideration, Liability, Valuation Technique   us-gaap:BlackScholesMertonModelMember us-gaap:BlackScholesMertonModelMember
Business combination, contingent consideration, range of outcomes, minimum, amount $ 1.1    
Business combination, contingent consideration, range of outcomes, maximum, amount $ 11.8    
v3.25.4
Acquisitions - Goodwill (Details)
$ in Thousands
Sep. 15, 2025
USD ($)
Shenzhen UZ Energy Co. Ltd.  
Business Combination, Goodwill [Abstract]  
Business combination, goodwill, expected tax deductible, amount $ 0
v3.25.4
Acquisitions - Purchase Price Allocation (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Sep. 15, 2025
Dec. 31, 2024
Business Combination [Line Items]      
Goodwill $ 13,272   $ 0
Shenzhen UZ Energy Co. Ltd.      
Business Combination [Line Items]      
Cash and cash equivalents   $ 795  
Accounts receivable   1,139  
Inventory   3,807  
Prepaid expenses and other current assets   3,465  
Property, plant and equipment   1,023  
Intangible assets, net   1,753  
Goodwill   13,272  
Other assets   195  
Accounts payable   (2,644)  
Accrued expenses and other liabilities   (1,828)  
Deferred revenue   (6,862)  
Operating lease liability   (174)  
Note payable, current   (1,966)  
Total   $ 11,975  
v3.25.4
Acquisitions - Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - Commitments
$ in Thousands
 12 Months Ended
Dec. 31, 2025
USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]  
Beginning Balance $ 0
Additions during the year 11,698
Payments during the year (3,357)
Change in fair value 205
Foreign exchange impact 224
Ending Balance $ 8,770
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income Miscellaneous expense, net
v3.25.4
Acquisitions - Intangible Assets Acquired (Details) - Shenzhen UZ Energy Co. Ltd.
$ in Thousands
Sep. 15, 2025
USD ($)
Intangible Asset, Acquired, Finite-Lived [Line Items]  
Finite-lived intangible assets acquired, fair value $ 1,753
Patents  
Intangible Asset, Acquired, Finite-Lived [Line Items]  
Finite-lived intangible assets acquired, fair value $ 1,685
Acquired finite-lived intangible assets, weighted average useful life 15 years
Trademarks  
Intangible Asset, Acquired, Finite-Lived [Line Items]  
Finite-lived intangible assets acquired, fair value $ 68
Acquired finite-lived intangible assets, weighted average useful life 15 years
v3.25.4
Acquisitions - Amounts Recognized Since Acquisition (Details) - Shenzhen UZ Energy Co. Ltd.
$ in Millions
 12 Months Ended
Dec. 31, 2025
USD ($)
Business Combination, Description [Abstract]  
Business combination, acquiree's revenue since acquisition date, actual $ 7.4
Business combination, acquiree's income (loss) before income taxes since acquisition date, actual $ 0.4
v3.25.4
Revenue - Disaggregation (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Disaggregation of Revenue [Line Items]    
Total revenue from customers $ 21,000 $ 2,040
Service    
Disaggregation of Revenue [Line Items]    
Total revenue from customers 13,582 1,920
Product    
Disaggregation of Revenue [Line Items]    
Total revenue from customers $ 7,418 $ 120
v3.25.4
Revenue - Performance Obligation (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01
$ in Millions
Dec. 31, 2025
USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, remaining performance obligation, amount $ 0.3
Revenue, remaining performance obligation, expected timing of satisfaction, period 1 year
v3.25.4
Revenue - Contract Assets (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
USD ($)
Change in Contract with Customer, Asset [Abstract]  
Contract assets, beginning balance $ 0
Additions 12,775
Billings to customer (11,650)
Contract assets, ending balance $ 1,125
v3.25.4
Revenue - Contract Liabilities (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
USD ($)
Change in Contract with Customer, Liability [Abstract]  
Contract liabilities, beginning balance $ 0
Additions 8,442
Revenue recognized (5,749)
Foreign exchange adjustments (24)
Contract liabilities, ending balance $ 2,669
v3.25.4
Partnerships - General Information (Details)
 1 Months Ended
Nov. 30, 2023
Original Equipment Manufacturing Partners  
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]  
Joint development agreements, period 2 years 6 months
v3.25.4
Partnerships - Credits to Research and Development (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Research and development (related party) $ 3,190
Research and development (non-related party) 5,385
Total reimbursements to research and development $ 8,575
v3.25.4
Cash and Cash Equivalents (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Cash, Cash Equivalent, Restricted Cash, and Restricted Cash Equivalent, Continuing Operation [Abstract]      
Cash $ 13,987 $ 7,908  
Money market funds 15,554 120,888  
Total cash and cash equivalents 29,541 128,796  
Restricted cash included in other assets 672 599  
Total cash, cash equivalents, and restricted cash $ 30,213 $ 129,395 $ 86,966
Restricted Cash and Cash Equivalents, Noncurrent, Statement of Financial Position Other assets, non-current Other assets, non-current  
v3.25.4
Short-Term Investments - General Information (Details)
Dec. 31, 2025
Minimum  
Debt Securities, Available-for-Sale [Abstract]  
Debt securities, available-for-sale, term 0 months
Maximum  
Debt Securities, Available-for-Sale [Abstract]  
Debt securities, available-for-sale, term 10 months
v3.25.4
Short-Term Investments - Tabular Disclosure (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Debt Securities, Available-for-Sale, Fair Value to Amortized Cost, after Allowance for Credit Loss [Abstract]    
Amortized cost $ 169,046 $ 132,615
Gross unrealized gains 183 167
Fair value 169,229 132,782
US Treasury Securities    
Debt Securities, Available-for-Sale, Fair Value to Amortized Cost, after Allowance for Credit Loss [Abstract]    
Amortized cost 169,046 132,615
Gross unrealized gains 183 167
Fair value $ 169,229 $ 132,782
v3.25.4
Short-Term Investments - Equity Securities (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Equity Securities, FV-NI [Abstract]    
Equity securities $ 0.9 $ 1.0
Debt Securities, Trading, and Equity Securities, FV-NI, Cost [Abstract]    
Equity securities with an initial cost 0.5 0.5
Equity Securities, FV-NI, Unrealized Gain (Loss) [Abstract]    
Equity securities unrealized gain (loss) $ 0.4 $ 0.5
v3.25.4
Property and Equipment, Net - Tabular Disclosure (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Property, Plant and Equipment, Net, by Type [Abstract]    
Property and equipment, gross $ 58,709 $ 59,048
Less: accumulated depreciation (29,843) (20,883)
Property and equipment, net 28,866 38,165
Laboratory Machinery and Equipment    
Property, Plant and Equipment, Net, by Type [Abstract]    
Property and equipment, gross 33,273 31,092
Office and Computer Equipment    
Property, Plant and Equipment, Net, by Type [Abstract]    
Property and equipment, gross 2,054 1,595
Leasehold Improvements    
Property, Plant and Equipment, Net, by Type [Abstract]    
Property and equipment, gross 23,343 24,390
Construction in Progress    
Property, Plant and Equipment, Net, by Type [Abstract]    
Property and equipment, gross $ 39 $ 1,971
v3.25.4
Property and Equipment, Net - Depreciation Expense (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Depreciation [Abstract]    
Depreciation expense $ 10.1 $ 8.2
v3.25.4
Goodwill and Intangible Assets, Net - Goodwill (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
USD ($)
Goodwill [Roll Forward]  
Balance, beginning $ 0
Acquisitions 13,272
Balance, ending $ 13,272
v3.25.4
Goodwill and Intangible Assets, Net - Composition (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Finite-Lived Intangible Assets, Net [Abstract]    
Intellectual property $ 3,672 $ 1,918
Less: accumulated amortization (863) (701)
Intangible assets, net $ 2,809 $ 1,217
v3.25.4
Goodwill and Intangible Assets, Net - Amortization Expense (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Amortization of Deferred Charges [Abstract]    
Amortization expense $ 0.2 $ 0.1
v3.25.4
Goodwill and Intangible Assets, Net - Future Amortization Expenses (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]    
2026 $ 242  
2027 242  
2028 242  
2029 242  
2030 242  
Thereafter 1,599  
Intangible assets, net $ 2,809 $ 1,217
v3.25.4
Accrued Expenses and Other Current Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Payables and Accruals [Abstract]    
Employee compensation and related costs $ 4,347 $ 6,646
Vendor project charges 3,000 7,500
Contract liabilities 2,669  
Professional and consulting services 891 1,480
Short-term notes payables 830  
Software services 769  
Income taxes payable 490 313
Construction in process 53 1,408
Other 2,022 982
Accrued expenses and other current liabilities $ 15,071 $ 18,329
v3.25.4
Government Grant (Details)
$ in Millions, ₩ in Billions
 1 Months Ended
Dec. 31, 2022
Dec. 31, 2025
KRW (₩)
Dec. 31, 2025
USD ($)
Dec. 31, 2024
KRW (₩)
Dec. 31, 2024
USD ($)
Government Grant          
Unearned government grant, excluding accrued interest   ₩ 12 $ 8.3 ₩ 12 $ 8.1
Minimum          
Government Grant          
Government assistance, transaction duration 5 years        
Maximum          
Government Grant          
Government assistance, transaction duration 10 years        
v3.25.4
Sponsor Earn-Out Liabilities - Key Inputs (Details)
 12 Months Ended
Dec. 31, 2025
$ / shares
Y
Dec. 31, 2024
$ / shares
Y
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Derivative Liability, Valuation Technique us-gaap:ValuationTechniqueOptionPricingModelMember us-gaap:ValuationTechniqueOptionPricingModelMember
Sponsor earn-out liability, price volatility, weighted-average, low end of range (as a percent) 96.20% 87.30%
Sponsor earn-out liability, price volatility, weighted-average, high end of range (as a percent) 101.20% 122.50%
Measurement Input, Expected Term    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Sponsor earn-out liability, measurement input | Y 5.7 5.9
Measurement Input, Risk Free Interest Rate    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Sponsor earn-out liability, measurement input 0.0377 0.0438
Measurement Input, Price Volatility    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Sponsor earn-out liability, measurement input 1 0.95
Measurement Input, Expected Dividend Rate    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Sponsor earn-out liability, measurement input 0 0
Measurement Input, Share Price    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Sponsor earn-out liability, measurement input | $ / shares 1.8 2.19
v3.25.4
Sponsor Earn-Out Liabilities - Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - Derivative Financial Instruments, Liabilities - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]    
Beginning Balance $ 9,472 $ 4,166
Change in fair value (1,677) 5,306
Ending Balance $ 7,795 $ 9,472
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income Gain (Loss) on change in fair value of Sponsor Earn-Out liabilities Gain (Loss) on change in fair value of Sponsor Earn-Out liabilities
v3.25.4
Leases - General Information (Details)
 12 Months Ended
Dec. 31, 2025
Certain Operating Leases, Escalating Rental Payments, Leases with Option to Extend  
Lessee, Operating Lease, Description [Abstract]  
Lessee, operating lease, existence of option to extend true
Lessee, operating lease, renewal term 5 years
Certain Operating Leases, Escalating Rental Payments, Leases with Options to Terminate Lease at Certain Times within Lease Term  
Lessee, Operating Lease, Description [Abstract]  
Lessee, operating lease, existence of option to terminate true
v3.25.4
Leases - Operating Lease Cost (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Lease, Cost [Abstract]    
Operating lease cost $ 3.2 $ 3.5
v3.25.4
Leases - Supplemental Cash Flow Information (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Cash Flow, Operating Activities, Lessee [Abstract]    
Cash paid for amounts included in the measurement of lease liabilities $ 3.4 $ 3.5
v3.25.4
Leases - Maturity of Lease Liabilities under Operating Leases (Details)
$ in Thousands
Dec. 31, 2025
USD ($)
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract]  
2026 $ 2,831
2027 1,925
2028 1,664
2029 1,163
2030 1,138
Thereafter 775
Total future minimum lease payments $ 9,496
v3.25.4
Leases - Gross Difference (Details)
$ in Thousands
Dec. 31, 2025
USD ($)
Lessee, Operating Lease, Liability, to be Paid, Gross Difference [Abstract]  
Total future minimum lease payments $ 9,496
Less: imputed interest (1,385)
Lease liabilities $ 8,111
v3.25.4
Leases - Additional Information (Details)
Dec. 31, 2025
Dec. 31, 2024
Lessee Disclosure [Abstract]    
Operating leases, weighted average remaining lease term 4 years 4 months 24 days 4 years 10 months 24 days
Operating leases, weighted average discount rate 7.20% 7.40%
v3.25.4
Commitments and Contingencies (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2021
Unrecorded Unconditional Purchase Obligation, Fiscal Year Maturity [Abstract]    
Unrecorded unconditional purchase obligation $ 7.3 $ 35.0
Unrecorded Unconditional Purchase Obligation, Category us-gaap:ResearchAndDevelopmentArrangementMember us-gaap:ResearchAndDevelopmentArrangementMember
v3.25.4
Stockholders' Equity - Common Stock - General Information (Details) - $ / shares
Dec. 31, 2025
Dec. 31, 2024
Common Class A    
Common Stock, Number of Shares, Par Value and Other Disclosure [Abstract]    
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Common stock, shares authorized (in shares) 2,100,000,000 2,100,000,000
Common Class B    
Common Stock, Number of Shares, Par Value and Other Disclosure [Abstract]    
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Common stock, shares authorized (in shares) 200,000,000 200,000,000
v3.25.4
Stockholders' Equity - Common Stock - Additional Information (Details)
 12 Months Ended
Dec. 31, 2025
Vote
Common Class A  
Common Stock, Number of Shares, Par Value and Other Disclosure [Abstract]  
Common stock, voting rights, votes per share 1
Common stock, voting rights holder of each share of Class A common stock is entitled to one vote
Common Class B  
Common Stock, Number of Shares, Par Value and Other Disclosure [Abstract]  
Common stock, voting rights, votes per share 10
Common stock, voting rights holder of each share of Class B common stock is entitled to ten votes
Common stock, conversion basis, conversion ratio 1
Common stock, conversion basis Each share of Class B common stock is convertible on a one-for-one basis into a share of Class A common stock at the holder’s option or otherwise automatically upon the occurrence of certain events, namely: (i) each share of Class B common stock that is transferred by SES Founder Group, or certain permitted transferee holders (“Qualified Holders”), will convert into a share of Class A common stock; (ii) all outstanding shares of Class B common stock will convert into shares of Class A common stock if the SES Founder Group or Qualified Holders collectively cease to beneficially own at least 20 percent of the number of shares of Class B common stock (as such number of shares is equitably adjusted in respect of any reclassification, stock dividend, subdivision, combination or recapitalization of the Class B common stock) collectively held by the SES Founder Group and Qualified Holders of Class B common stock as of the time the Business Combination took effect; or (iii) all outstanding shares of Class B common stock will convert into shares of Class A common stock upon the date specified by the affirmative vote of the holders of at least two-thirds of the then-outstanding shares of Class B common stock, voting as a separate class.
Common stock, conversion basis, beneficial ownership percentage (as a percent) 20.00%
Common stock, conversion basis, affirmative vote percentage, minimum (as a percent) 66.67%
v3.25.4
Stockholders' Equity - Common Stock - Reconciliation (Details) - shares
Dec. 31, 2025
Dec. 31, 2024
Common Stock, Number of Shares, Par Value and Other Disclosure [Abstract]    
Common stock, shares issued (in shares) 365,432,329 361,557,285
Common stock, shares issued, excluding shares subject to future vesting (in shares) 331,479,071 327,324,859
Common stock, shares outstanding (in shares) 365,432,329 361,557,285
Common stock, shares outstanding, excluding shares subject to future vesting (in shares) 331,479,071 327,324,859
Earn-out Shares, Escrowed Earn-out Shares    
Common Stock, Number of Shares, Par Value and Other Disclosure [Abstract]    
Common stock, shares issued, shares subject to future vesting (in shares) (27,690,978) (27,690,978)
Common stock, shares outstanding, shares subject to future vesting (in shares) (27,690,978) (27,690,978)
Earn-out Shares, Sponsor Earn-out Shares    
Common Stock, Number of Shares, Par Value and Other Disclosure [Abstract]    
Common stock, shares issued, shares subject to future vesting (in shares) (5,520,000) (5,520,000)
Common stock, shares outstanding, shares subject to future vesting (in shares) (5,520,000) (5,520,000)
Earn-out Shares, Earn-out Restricted Shares    
Common Stock, Number of Shares, Par Value and Other Disclosure [Abstract]    
Common stock, shares issued, shares subject to future vesting (in shares) (742,280) (765,990)
Common stock, shares outstanding, shares subject to future vesting (in shares) (742,280) (765,990)
Restricted Stock    
Common Stock, Number of Shares, Par Value and Other Disclosure [Abstract]    
Common stock, shares issued, shares subject to future vesting (in shares)   (255,458)
Common stock, shares outstanding, shares subject to future vesting (in shares)   (255,458)
Common Class A    
Common Stock, Number of Shares, Par Value and Other Disclosure [Abstract]    
Common stock, shares issued (in shares) 321,551,078 317,676,034
Common stock, shares outstanding (in shares) 321,551,078 317,676,034
Common Class B    
Common Stock, Number of Shares, Par Value and Other Disclosure [Abstract]    
Common stock, shares issued (in shares) 43,881,251 43,881,251
Common stock, shares outstanding (in shares) 43,881,251 43,881,251
v3.25.4
Stockholders' Equity - Preferred Stock (Details) - $ / shares
Dec. 31, 2025
Dec. 31, 2024
Preferred Stock, Number of Shares, Par Value and Other Disclosure [Abstract]    
Preferred stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Preferred stock, shares authorized (in shares) 20,000,000 20,000,000
Preferred stock, shares issued (in shares) 0 0
Preferred stock, shares outstanding (in shares) 0 0
v3.25.4
Stockholders' Equity - Warrants (Details)
 12 Months Ended
Dec. 31, 2025
D
$ / shares
shares
Dec. 31, 2024
shares
Feb. 02, 2022
shares
Common Stock Warrants      
Class of Warrant or Right [Line Items]      
Exercise price of warrants (in dollars per share) $ 11.5    
Common Stock Warrants, Public Warrants      
Class of Warrant or Right [Line Items]      
Number of securities called by warrants (in shares) | shares     9,200,000
Exercise price of warrants (in dollars per share) $ 11.5    
Date from which warrants exercisable, period following business combination 30 days    
Warrants, term 5 years    
Warrants, exercisable, Company option, minimum share price to exceed (in dollars per share) $ 18    
Warrants, exercisable, Company option, redemption price (in dollars per share) 0.01    
Warrants, exercisable, Company option, redemption price, minimum share price to exceed (in dollars per share) $ 18    
Warrants, exercisable, Company option, redemption price, minimum share price to exceed, trading days (in days) | D 20    
Warrants, exercisable, Company option, redemption price, minimum share price to exceed, trading day period (in days) | D 30    
Warrants, exercisable, Company option, redemption price, minimum share price to exceed, notification period 30 days    
Warrants, exercisable, Company option, redemption price, minimum share price to exceed, notification period, Company to redeem if not exercised 30 days    
Warrants outstanding (in shares) | shares 9,199,947 9,199,947  
Common Stock Warrants, Private Warrants      
Class of Warrant or Right [Line Items]      
Number of securities called by warrants (in shares) | shares     5,013,333
Warrants outstanding (in shares) | shares 5,013,333 5,013,333  
v3.25.4
Stockholders' Equity - Common Stock Available for Future Issuance (Details) - shares
Dec. 31, 2025
Dec. 31, 2024
Feb. 02, 2022
Common Stock, Number of Shares, Par Value and Other Disclosure [Abstract]      
Common stock available for future issuance (in shares) 78,010,211 76,795,708  
Common Stock Warrants      
Common Stock, Number of Shares, Par Value and Other Disclosure [Abstract]      
Common stock available for future issuance (in shares)     14,213,280
Common Stock Warrants, Public Warrants      
Common Stock, Number of Shares, Par Value and Other Disclosure [Abstract]      
Common stock available for future issuance (in shares) 9,199,947 9,199,947  
Common Stock Warrants, Private Warrants      
Common Stock, Number of Shares, Par Value and Other Disclosure [Abstract]      
Common stock available for future issuance (in shares) 5,013,333 5,013,333  
Employee Stock Option      
Common Stock, Number of Shares, Par Value and Other Disclosure [Abstract]      
Common stock available for future issuance (in shares) 5,431,725 6,063,110  
Restricted Stock Units (RSUs)      
Common Stock, Number of Shares, Par Value and Other Disclosure [Abstract]      
Common stock available for future issuance (in shares) 13,883,881 13,282,923  
Performance Shares      
Common Stock, Number of Shares, Par Value and Other Disclosure [Abstract]      
Common stock available for future issuance (in shares) 5,963,154 5,973,050  
SES AI Corporation 2021 Plan      
Common Stock, Number of Shares, Par Value and Other Disclosure [Abstract]      
Common stock available for future issuance (in shares) 38,518,171 37,263,345 36,862,002
v3.25.4
Stock-Based Compensation - General Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Mar. 30, 2021
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Feb. 02, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]          
Common stock available for future issuance (in shares)   78,010,211 76,795,708    
Options outstanding (in shares)   5,431,725 6,063,110 13,619,793 20,748,976
SES AI Corporation 2021 Plan          
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]          
Common stock available for future issuance (in shares)   38,518,171 37,263,345   36,862,002
Increase in total shares reserved for future issuance (in shares) 486,975        
Automatic annual increases, term   10 years      
Automatic annual increases, percentage of total shares outstanding (as a percent)   2.00%      
Restricted Stock Units (RSUs)          
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]          
Common stock available for future issuance (in shares)   13,883,881 13,282,923    
Awards outstanding (in shares)   13,883,881 13,282,923 6,359,474  
Vesting period   3 years      
Restricted Stock          
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]          
Awards outstanding (in shares)     255,458 649,567 2,273,727
Restricted Stock | Share-Based Payment Arrangement, Tranche One          
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]          
Vesting (as a percent)   25.00%      
Vesting period   1 year      
Restricted Stock | Share-Based Payment Arrangement, Tranche Two          
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]          
Vesting (as a percent)   2.0833%      
Vesting period   1 month      
Performance Shares          
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]          
Common stock available for future issuance (in shares)   5,963,154 5,973,050    
Awards outstanding (in shares)   5,963,154 5,973,050 3,364,810  
Vesting period   3 years      
Performance Shares | Share-Based Payment Arrangement, Tranche One | Minimum          
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]          
Vesting period   2 years      
Performance Shares | Share-Based Payment Arrangement, Tranche One | Maximum          
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]          
Vesting period   3 years      
Earn-out Shares, Earn-out Restricted Shares          
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]          
Awards outstanding (in shares)   742,280 765,990 1,619,998  
Vesting period   5 years      
Employee Stock Option          
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]          
Common stock available for future issuance (in shares)   5,431,725 6,063,110    
Expiration period   10 years      
Share-Based Payment Arrangement, Additional Disclosure [Abstract]          
Income tax benefit   $ 0      
Employee Stock Option | Share-Based Payment Arrangement, Tranche One          
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]          
Vesting (as a percent)   25.00%      
Vesting period   1 year      
Employee Stock Option | Share-Based Payment Arrangement, Tranche Two          
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]          
Vesting (as a percent)   2.0833%      
Vesting period   1 month      
v3.25.4
Stock-Based Compensation - Stock-based Compensation Expense - Statement of Operations (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]    
Total stock-based compensation $ 10,971 $ 19,935
Research and Development Expense    
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]    
Total stock-based compensation 3,037 8,021
General and Administrative Expense    
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]    
Total stock-based compensation 7,595 11,896
Cost of Sales    
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]    
Total stock-based compensation $ 339 $ 18
v3.25.4
Stock-Based Compensation - Stock-based Compensation Expense - Award Type (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Total stock-based compensation $ 10,971 $ 19,935
Earn-out Shares, Earn-out Restricted Shares    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Total stock-based compensation   1,997
Restricted Stock Units (RSUs)    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Total stock-based compensation 8,359 12,733
Performance Shares    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Total stock-based compensation 1,380 2,885
Restricted Stock    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Total stock-based compensation 1,199 1,950
Employee Stock Option    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Total stock-based compensation $ 33 $ 370
v3.25.4
Stock-Based Compensation - Equity Instruments Other than Options, Nonvested - Activity (Details) - $ / shares
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Restricted Stock Units (RSUs)    
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]    
Number of Shares, Outstanding, beginning balance (in shares) 13,282,923 6,359,474
Number of shares, granted (in shares) 9,029,793 11,729,289
Number of Shares, Gross vested units (in shares) (5,209,010) (2,413,455)
Number of Shares, Forfeited and canceled (in shares) (3,219,825) (2,392,385)
Number of Shares, Outstanding, ending balance (in shares) 13,883,881 13,282,923
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]    
Weighted Average Fair Value, Outstanding, beginning balance (in dollars per share) $ 1.83 $ 3.71
Weighted Average Fair Value, Granted (in dollars per share) 0.75 1.32
Weighted Average Fair Value, Gross vested units (in dollars per share) 2.4 4.14
Weighted Average Fair Value, Forfeited and canceled (in dollars per share) 1.31 1.95
Weighted Average Fair Value, Outstanding, ending balance (in dollars per share) $ 1.03 $ 1.83
Restricted Stock    
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]    
Number of Shares, Outstanding, beginning balance (in shares) 255,458 649,567
Number of Shares, Gross vested units (in shares) (253,358) (386,964)
Number of Shares, Forfeited and canceled (in shares) (2,100) (7,145)
Number of Shares, Outstanding, ending balance (in shares)   255,458
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]    
Weighted Average Fair Value, Outstanding, beginning balance (in dollars per share) $ 5.04 $ 5.05
Weighted Average Fair Value, Gross vested units (in dollars per share) 5.04 5.05
Weighted Average Fair Value, Forfeited and canceled (in dollars per share) $ 5.3 5.07
Weighted Average Fair Value, Outstanding, ending balance (in dollars per share)   $ 5.04
Performance Shares    
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]    
Number of Shares, Outstanding, beginning balance (in shares) 5,973,050 3,364,810
Number of shares, granted (in shares) 264,469 3,637,556
Number of Shares, Forfeited and canceled (in shares) (274,365) (1,029,316)
Number of Shares, Outstanding, ending balance (in shares) 5,963,154 5,973,050
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]    
Weighted Average Fair Value, Outstanding, beginning balance (in dollars per share) $ 1.34 $ 3.6
Weighted Average Fair Value, Granted (in dollars per share) 2.32 0.42
Weighted Average Fair Value, Forfeited and canceled (in dollars per share) 1.31 6.96
Weighted Average Fair Value, Outstanding, ending balance (in dollars per share) $ 1.39 $ 1.34
Earn-out Shares, Earn-out Restricted Shares    
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]    
Number of Shares, Outstanding, beginning balance (in shares) 765,990 1,619,998
Number of Shares, Forfeited and canceled (in shares) (23,710) (854,008)
Number of Shares, Outstanding, ending balance (in shares) 742,280 765,990
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]    
Weighted Average Fair Value, Outstanding, beginning balance (in dollars per share) $ 6.53 $ 6.53
Weighted Average Fair Value, Forfeited and canceled (in dollars per share) 6.53 6.53
Weighted Average Fair Value, Outstanding, ending balance (in dollars per share) $ 6.53 $ 6.53
v3.25.4
Stock-Based Compensation - Valuation Assumptions (Details) - Performance Shares
 12 Months Ended
Dec. 31, 2024
$ / shares
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions and Methodology [Abstract]  
Share-Based Payment Arrangement, Valuation Technique us-gaap:MonteCarloModelMember
Expected term 3 years
Risk free interest rate (as a percent) 4.06%
Expected volatility (as a percent) 90.00%
Expected dividends (as a percent) 0.00%
Expected stock price (in dollars per share) $ 1.36
v3.25.4
Stock-Based Compensation - Equity Instruments Other than Options, Nonvested - Additional Information (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Restricted Stock Units (RSUs)    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Number of shares, granted (in shares) 9,029,793 11,729,289
Number of shares, vested (in shares) 5,209,010 2,413,455
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract]    
Total fair value of awards vested $ 12.5 $ 10.0
Restricted Stock    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Number of shares, vested (in shares) 253,358 386,964
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract]    
Total fair value of awards vested $ 1.3 $ 2.0
Performance Shares    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Number of shares, granted (in shares) 264,469 3,637,556
v3.25.4
Stock-Based Compensation - Stock Options - Activity (Details) - USD ($)
$ / shares in Units, $ in Millions
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward]      
Number of Options, Outstanding, beginning balance (in shares) 6,063,110 13,619,793  
Number of Options, Exercised (in shares) (614,255) (6,507,475)  
Number of Options, Forfeited and canceled (in shares) (17,130) (1,049,208)  
Number of Options, Outstanding, ending balance (in shares) 5,431,725 6,063,110 13,619,793
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]      
Weighted Average Exercise Price, Outstanding, beginning balance (in dollars per share) $ 0.19 $ 0.17  
Weighted Average Exercise Price, Exercised (in dollars per share) 0.12 0.16  
Weighted Average Exercise Price, Forfeited and canceled (in dollars per share) 0.39 0.19  
Weighted Average Exercise Price, Outstanding, ending balance (in dollars per share) $ 0.19 $ 0.19 $ 0.17
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract]      
Weighted average remaining contractual term, outstanding 4 years 8 months 12 days 5 years 6 months 6 years 9 months 18 days
Aggregate intrinsic value, outstanding $ 8.8 $ 12.2 $ 22.7
Aggregate intrinsic value of options exercised $ 0.9 $ 4.0  
Vested, number of options (in shares) 5,431,725    
Vested, weighted average exercise price (in dollars per share) $ 0.19    
Vested, weighted average remaining contractual term 4 years 8 months 12 days    
Vested, aggregate intrinsic value $ 8.8    
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest [Abstract]      
Vested or expected to vest, number of options (in shares) 5,431,725    
Vested or expected to vest, weighted average exercise price (in dollars per share) $ 0.19    
Vested or expected to vest, weighted average remaining contractual term 4 years 8 months 12 days    
Vested or expected to vest, aggregate intrinsic value $ 8.8    
v3.25.4
Stock-Based Compensation - Stock Options - Additional Information (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract]    
Fair value of stock options $ 8.8 $ 11.8
v3.25.4
Stock-Based Compensation - Unrecognized Stock-based Compensation Cost (Details)
$ in Millions
 12 Months Ended
Dec. 31, 2025
USD ($)
Restricted Stock Units (RSUs)  
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount [Abstract]  
Unrecognized stock-based compensation cost, other than options $ 8.8
Weighted average period 1 year 8 months 12 days
Performance Shares  
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount [Abstract]  
Unrecognized stock-based compensation cost, other than options $ 0.9
Weighted average period 1 year
Employee Stock Option | Maximum  
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount [Abstract]  
Unrecognized stock-based compensation cost, options $ 0.1
v3.25.4
Income Taxes - Domestic and Foreign Components of Income (Loss) before Income Taxes (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest [Abstract]    
U.S. $ 25,933 $ (13,573)
Foreign (98,742) (86,424)
Loss before income taxes $ (72,809) $ (99,997)
v3.25.4
Income Taxes - Provision (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Current Federal, State and Local, Tax Expense (Benefit) [Abstract]    
State $ (130) $ 7
Foreign 832 459
Total current expense 702 466
Deferred Federal, State and Local, Tax Expense (Benefit) [Abstract]    
Foreign (471) (278)
Total deferred expense (471) (278)
Income tax (benefit) expense $ 231 $ 188
v3.25.4
Income Taxes - Tax Rate Reconciliation, Amount (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Income Tax Expense (Benefit), Effective Income Tax Rate Reconciliation, Amount [Abstract]    
U. S. Federal Statutory Tax Rate $ (15,679)  
State and Local Income Taxes, Net of Federal Income Tax Effect (131)  
Effective Income Tax Rate Reconciliation, Tax Credit, Amount [Abstract]    
Research and development tax credits (2,669)  
Energy-related tax credits  
Tax credits, other  
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Amount [Abstract]    
Share-based payment awards 1,542  
Nondeductible items, other (398)  
Effective Income Tax Rate Reconciliation, Tax Contingency, Amount [Abstract]    
Changes in Unrecognized Tax Benefits 1,301  
Effective Income Tax Rate Reconciliation, Other Reconciling Items, Amount [Abstract]    
Change in Valuation Allowance 11,640  
Statutory tax rate difference between Elimination and United States 4,654  
Income tax (benefit) expense 231 $ 188
SINGAPORE    
Effective Income Tax Rate Reconciliation, Other Reconciling Items, Amount [Abstract]    
Singapore Local NOL (12,996)  
DTA not recognized due to DCL election 12,996  
Other 39  
Foreign Tax Jurisdiction, Other    
Income Tax Expense (Benefit), Effective Income Tax Rate Reconciliation, Amount [Abstract]    
Foreign Tax Effects $ (68)  
v3.25.4
Income Taxes - Tax Rate Reconciliation, Percent (Details)
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Effective Income Tax Rate Reconciliation, Percent [Abstract]    
U. S. Federal Statutory Tax Rate (as a percent) 21.00% 21.00%
State and Local Income Taxes, Net of Federal Income Tax Effect (as a percent) 0.20%  
Foreign Tax Effects (as a percent)   (0.30%)
Effective Income Tax Rate Reconciliation, Tax Credit, Percent [Abstract]    
Research and development tax credits (as a percent) 3.60% 1.30%
Energy-related tax credits (as a percent) 0.00%  
Tax credits, other (as a percent) 0.00%  
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Percent [Abstract]    
Share-based payment awards (as a percent) (2.10%) (1.00%)
Nondeductible items, other (as a percent) 0.50% (0.10%)
Effective Income Tax Rate Reconciliation, Tax Contingency, Percent [Abstract]    
Changes in Unrecognized Tax Benefits (as a percent) (1.70%) (0.40%)
Effective Income Tax Rate Reconciliation, Other Reconciling Items, Percent [Abstract]    
Change in Valuation Allowance (as a percent) (15.60%) (16.50%)
Statutory tax rate difference between Elimination and United States (as a percent) (6.20%)  
Section 162(m) (as a percent)   (0.70%)
Deferred adjustments (as a percent)   (2.50%)
Change in Sponsor Earn-out liability (as a percent)   (1.10%)
Effective tax rate (as a percent) (0.30%) (0.20%)
SINGAPORE    
Effective Income Tax Rate Reconciliation, Other Reconciling Items, Percent [Abstract]    
Singapore Local NOL (as a percent) 17.40%  
DTA not recognized due to DCL election (as a percent) (17.40%)  
Other (as a percent) (0.10%)  
Foreign Tax Jurisdiction, Other    
Effective Income Tax Rate Reconciliation, Percent [Abstract]    
Foreign Tax Effects (as a percent) 0.10%  
v3.25.4
Income Taxes - Examination (Details)
 12 Months Ended
Dec. 31, 2025
Foreign Tax Jurisdiction  
Income Tax Examination [Line Items]  
Open tax year 2018 2019 2020 2021 2022 2023 2024 2025
v3.25.4
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Components of Deferred Tax Assets [Abstract]    
Net operating losses $ 44,948 $ 35,191
Section 174 29,141 25,306
Research and development tax credits 6,821 4,298
Lease liabilities 2,110 3,060
Stock-based compensation 2,044 2,741
Fixed assets 1,802 562
Accruals and reserves 1,491 1,547
Deferred revenue 1,135  
Intangibles   138
Other   94
Total deferred tax assets 89,492 72,937
Components of Deferred Tax Liabilities [Abstract]    
ROU assets (1,913) (2,781)
Intangibles (162)  
Other (23)  
Total deferred tax liabilities (2,098) (2,781)
Net deferred tax asset before valuation allowance 87,394 70,156
Valuation allowance (85,877) (68,821)
Net deferred tax asset $ 1,517 $ 1,335
v3.25.4
Income Taxes - Valuation Allowance (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Valuation Allowance [Abstract]    
U. S. Federal Statutory Tax Rate (as a percent) 21.00% 21.00%
Valuation allowance, deferred tax asset, increase (decrease), amount $ 17.1 $ 18.1
v3.25.4
Income Taxes - Net Operating Loss Carryforwards (Details) - USD ($)
$ in Millions
Dec. 31, 2025
Dec. 31, 2024
UNITED STATES    
Operating Loss Carryforwards [Line Items]    
Operating loss carryforwards $ 169.0 $ 144.5
Operating loss carryforwards, subject to expiration 9.2 9.2
Operating loss carryforwards, not subject to expiration 159.7 135.3
MASSACHUSETTS    
Operating Loss Carryforwards [Line Items]    
Operating loss carryforwards $ 85.2 $ 81.2
v3.25.4
Income Taxes - Tax Credit Carryforwards (Details) - Research Tax Credit Carryforward - USD ($)
$ in Millions
Dec. 31, 2025
Dec. 31, 2024
UNITED STATES    
Tax Credit Carryforward [Line Items]    
Tax credit carryforward, amount $ 7.2 $ 4.5
MASSACHUSETTS    
Tax Credit Carryforward [Line Items]    
Tax credit carryforward, amount $ 3.5 $ 2.1
v3.25.4
Income Taxes - Unrecognized Tax Benefits - General Information (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Income Tax Contingency [Line Items]      
Unrecognized tax benefits $ 10,496 $ 7,600 $ 5,502
Unrecognized tax benefits that would impact effective tax rate 10,100    
Unrecognized tax benefits, interest on income taxes accrued $ 100    
Maximum      
Income Tax Contingency [Line Items]      
Unrecognized tax benefits, interest on income taxes accrued   $ 100  
v3.25.4
Income Taxes - Unrecognized Tax Benefits - Roll Forward (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Unrecognized Tax Benefits [Roll Forward]    
Beginning of the year $ 7,600 $ 5,502
Increase-prior year positions 1,728 1,521
Increase-current year positions 1,168 577
End of the year $ 10,496 $ 7,600
v3.25.4
Net Income (Loss) Per Share - Basic and Diluted Loss Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Net Income (Loss) Available to Common Stockholders, Basic [Abstract]    
Net loss $ (73,040) $ (100,185)
Net loss attributable to common stockholders - basic (73,040) (100,185)
Net loss attributable to common stockholders - diluted $ (73,040) $ (100,185)
Weighted Average Number of Shares Outstanding, Diluted [Abstract]    
Weighted average shares of common stock outstanding - basic (in shares) 330,917,166 321,824,143
Weighted average shares of common stock outstanding - diluted (in shares) 330,917,166 321,824,143
Earnings Per Share, Diluted [Abstract]    
Net loss per share attributable to common stockholders - basic (in dollars per share) $ (0.22) $ (0.31)
Net loss per share attributable to common stockholders - diluted (in dollars per share) $ (0.22) $ (0.31)
v3.25.4
Net Income (Loss) Per Share - Potentially Dilutive Securities (Details) - shares
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Total 73,445,298 73,764,789
Earn-out Shares, Escrowed Earn-out Shares    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Total 27,690,978 27,690,978
Employee Stock Option    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Total 5,431,725 6,063,110
Common Stock Warrants, Public Warrants    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Total 9,199,947 9,199,947
Earn-out Shares, Sponsor Earn-out Shares    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Total 5,520,000 5,520,000
Common Stock Warrants, Private Warrants    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Total 5,013,333 5,013,333
Restricted Stock Units (RSUs)    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Total 13,883,881 13,282,923
Performance Shares    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Total 5,963,154 5,973,050
Earn-out Shares, Earn-out Restricted Shares    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Total 742,280 765,990
Restricted Stock    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Total   255,458
v3.25.4
Segment and Geographic Information - Segment Information (Details) - segment
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract]    
Number of operating segments 1 1
Number of reportable segments 1 1
Segment Reporting, CODM, Individual Title and Position or Group Name srt:ChiefExecutiveOfficerMember srt:ChiefExecutiveOfficerMember
v3.25.4
Segment and Geographic Information - Significant Expenses (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Segment Reporting Information, Profit (Loss) [Abstract]    
Stock-based compensation $ 10,971 $ 19,935
General and administrative 26,876 38,395
Total operating expenses 93,921 110,536
Single Reportable Segment    
Segment Reporting Information, Profit (Loss) [Abstract]    
Compensation and benefits 26,462 33,464
Stock-based compensation 10,633 19,935
Lab and equipment 13,439 18,277
General and administrative 14,923 16,015
Professional services 21,770 12,686
Facility 5,906 8,588
Marketing and sales 788 1,571
Total operating expenses $ 93,921 $ 110,536
v3.25.4
Segment and Geographic Information - Geographic and Concentration Information (Details)
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Revenue from Contract with Customer Benchmark | Geographic Concentration Risk | Asia Pacific    
Concentration Risk [Line Items]    
Concentration risk (as a percent) 99.00% 100.00%
Revenue from Contract with Customer Benchmark | Customer Concentration Risk | Customer One    
Concentration Risk [Line Items]    
Concentration risk (as a percent) 48.00% 93.00%
Revenue from Contract with Customer Benchmark | Customer Concentration Risk | Customer Two    
Concentration Risk [Line Items]    
Concentration risk (as a percent) 15.00%  
Revenue from Contract with Customer Benchmark | Customer Concentration Risk | Customer Three    
Concentration Risk [Line Items]    
Concentration risk (as a percent) 12.00%  
Accounts Receivable | Credit Concentration Risk | Customer One    
Concentration Risk [Line Items]    
Concentration risk (as a percent) 31.00% 94.00%
Accounts Receivable | Credit Concentration Risk | Customer Two    
Concentration Risk [Line Items]    
Concentration risk (as a percent) 12.00%  
Accounts Receivable | Credit Concentration Risk | Customer Three    
Concentration Risk [Line Items]    
Concentration risk (as a percent) 10.00%  
v3.25.4
Segment and Geographic Information - Long-lived Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Segment Reporting Information, Additional Information [Abstract]    
Property and equipment, net $ 28,866 $ 38,165
Asia Pacific    
Segment Reporting Information, Additional Information [Abstract]    
Property and equipment, net 18,346 24,041
UNITED STATES    
Segment Reporting Information, Additional Information [Abstract]    
Property and equipment, net $ 10,520 $ 14,124
v3.25.4
Defined Contribution Plan (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Defined Contribution Plan [Abstract]    
Defined contribution plan, employer discretionary contribution amount $ 0.6 $ 0.7
v3.25.4
Related-Party Transactions (Details)
Oct. 28, 2024
Related Party Transactions [Abstract]  
Former related party, fully diluted voting interest (as a percent) 5.00%