SES SES AI Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

SES AI Corporation

(Name of Issuer)

Class A common stock, par value $0.0001

(Title of Class of Securities)

78397Q 109

(CUSIP Number)

John S. Kim

General Motors Holdings LLC

300 Renaissance Center, Detroit, MI 48265

(313) 667-2303

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 15, 2024

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the initial statement on Schedule 13D, which was jointly filed on February 14, 2022, as amended by Amendment No. 1 filed on October 31, 2024 (the “Prior Statement,” and, as amended by this Amendment No. 2, the “Schedule 13D”), and is filed on behalf of General Motors Holdings LLC, a Delaware limited liability company (“GM Holdings”), General Motors Ventures LLC, a Delaware limited liability company (“GM Ventures”), and General Motors Company, a Delaware corporation (“GM”) (collectively, the “Reporting Persons”). GM Ventures is a wholly owned subsidiary of GM Holdings, which is a wholly owned subsidiary of GM. This amendment relates to shares of Class A Common Stock, par value $0.0001 per share (the “Shares”), of SES AI Corporation, a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 35 Cabot Road, Woburn, MA 01801. The Reporting Persons directly or indirectly hold 19,724,337 shares of Common Stock of the Issuer. Capitalized terms set forth in this Amendment and not defined have the meaning ascribed to them in the Schedule 13D.

This Amendment No. 2 is being filed to reflect a reduction in the beneficial ownership percentages of the Reporting Persons due to the sale by the Reporting Persons of securities of the Issuer since the filing of the Prior Statement, and to amend Item 4, Item 5, and Item 7 of the Prior Statement as follows:

Item 4 of the Prior Statement is hereby amended by adding the following thereto:

On November 15, 2024, the Reporting Persons reduced their beneficial ownership of the Issuer through the sale of securities of the Issuer.

(a), (b) The responses of the Reporting Persons with respect to Rows 7 through 13 of the cover pages of the Reporting Persons to this Amendment are incorporated herein by reference.

The aggregate percentage of beneficial ownership of General Motors Ventures LLC is approximately 3.1% of the outstanding Shares of the Issuer. Calculations of the percentage of the Shares beneficially owned assumes 316,703,306 shares of Class A Common Stock outstanding according to the Form 10-Q filed by the Issuer on November 1, 2024.

The aggregate percentage of beneficial ownership of each of General Motors Holdings LLC and General Motors Company is approximately 6.2% of the outstanding Shares of the Issuer. Calculations of the percentage of the Shares beneficially owned assumes 316,703,306 shares of Class A Common Stock outstanding according to the Form 10-Q filed by the Issuer on November 1, 2024.

The reduction in beneficial ownership percentages from those set forth in the Prior Statement reflects a reduction in the beneficial ownership percentages of the Reporting Persons due to the sale by the Reporting Persons of securities of the Issuer.

To the knowledge of the Reporting Persons, none of the persons listed on Exhibit 1 to the Prior Statement have any beneficial ownership of any Shares.

(c) Except for the transactions described in response to Item 4 of the Schedule 13D or as set forth in Exhibit 7 to this Schedule 13D, which information is hereby incorporated by reference, none of the Reporting Persons, nor, to the knowledge of the Reporting Persons, any of the persons listed on Exhibit 1 to the Prior Statement, have effected any transactions that may be deemed to be a transaction in the Shares during the past 60 days.

(d) No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, common shares that may be deemed to be beneficially owned by the Reporting Persons as provided for herein.

(e) Not applicable.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.

Dated: November 19, 2024

Exhibit 7

Transactions Effected in the Shares by the Reporting Persons in the Past 60 Days

Unless otherwise noted, all transactions were effected on the New York Stock Exchange (NYSE).