SES SES AI Corporation

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 Names of Reporting Persons

 SK Inc.

 Check The Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☐

 SEC Use Only

 Citizenship or Place of Organization

 South Korea

Number of

Shares

Beneficially 

Owned By

Each

Reporting

Person

With

 Sole Voting Power

 35,870,328

 Shared Voting Power

 0

 Sole Dispositive Power

 35,870,328

 Shared Dispositive Power

 0

 Aggregate Amount Beneficially Owned by Each Reporting Person

 35,870,328 ⁽¹⁾

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row (9)

 11.30%⁽²⁾

 Type of Reporting Person (See Instructions)

 CO

Represents (i) 32,041,300 shares of Class A Common Stock and (ii) 3,829,028 shares of Class A Common Stock that will be issued to the reporting person if the closing price of shares of the Class A Common Stock is equal to or greater than $18.00 during the period beginning on the date that is the one year following the closing of the Business Combination (the “Closing”) and ending on the date that is five years following such closing (the “Earn-Out Shares”).

Calculated based on 313,656,338 shares of Class A Common Stock outstanding as of 2024-07-25 as reported on the Issuer’s Form 10-Q, filed on 2024-07-30, plus the Earn-Out Shares described in note (1).

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Names of Persons Filing:

Address of the Principal Business Office or, if None, Residence:

Citizenship:

Title of Class of Securities:

CUSIP Number:

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n):

Ownership.

Amount beneficially owned:

Percent of Class:

Number of shares as to which the Reporting Person has:

Sole power to vote or to direct the vote:

Shared power to vote or to direct the vote:

Sole power to dispose or to direct the disposition of:

Shared power to dispose or to direct the disposition of:

Ownership of Five Percent or Less of a Class.

Ownership of More than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.