SC 13D

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.     )*

SES AI Corporation

(Name of Issuer)

Class A common stock, par value $0.0001

(Title of Class of Securities)

78397Q 109

(CUSIP Number)

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)

February 3, 2022

(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 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 disclosures provided in a prior cover page.

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).

1	NAME OF REPORTING PERSON   GENERAL MOTORS VENTURES LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
	8	SHARED VOTING POWER   23,175,622(1)
	9	SOLE DISPOSITIVE POWER
	10	SHARED DISPOSITIVE POWER   23,175,622(1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   23,175,622(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   7.6(2)
14	TYPE OF REPORTING PERSON   OO

(1) General Motors Holdings LLC (“GM Holdings”) is the record holder of 9,043,889 shares of New SES Class A common stock and 836,826 shares of New SES Class A common stock that may be issued for the benefit of the former holders of SES Holdings Pte. Ltd. common stock (the “Earn-Out Shares.”). General Motors Ventures LLC (“GM Ventures”) is the record holder of 21,090,498 shares of New SES Class A common stock and 2,085,124 Earn-Out Shares. GM Ventures is a wholly owned subsidiary of GM Holdings. GM Holdings is a wholly owned subsidiary of General Motors Company (“GM”). GM may be deemed to share beneficial ownership over the shares of New SES Class A common stock directly owned by GM Ventures and GM Holdings, and GM Holdings may be deemed to share beneficial ownership over the shares of New SES Class A common stock directly owned by GM Ventures.

(2) The percentage reported in this Schedule 13D is based upon 303,989,784 shares of Class A Common Stock outstanding according to the Form 8-K filed by the Issuer on February 8, 2022.

1	NAME OF REPORTING PERSON   GENERAL MOTORS HOLDINGS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
	8	SHARED VOTING POWER   33,056,337 (1)
	9	SOLE DISPOSITIVE POWER
	10	SHARED DISPOSITIVE POWER   33,056,337 (1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   33,056,337 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   10.9(2)
14	TYPE OF REPORTING PERSON   OO

(1) GM Holdings is the record holder of 9,043,889 shares of New SES Class A common stock and 836,826 Earn-Out Shares. GM Ventures is the record holder of 21,090,498 shares of New SES Class A common stock and 2,085,124 Earn-Out Shares. GM Ventures is a wholly owned subsidiary of GM Holdings. GM Holdings is a wholly owned subsidiary of General Motors Company (“GM”). GM may be deemed to share beneficial ownership over the shares of New SES Class A common stock directly owned by GM Ventures and GM Holdings, and GM Holdings may be deemed to share beneficial ownership over the shares of New SES Class A common stock directly owned by GM Ventures.

(2) The percentage reported in this Schedule 13D is based upon 303,989,784 shares of Class A Common Stock outstanding according to the Form 8-K filed by the Issuer on February 8, 2022.

1	NAME OF REPORTING PERSON   GENERAL MOTORS COMPANY
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
	8	SHARED VOTING POWER   33,056,337 (1)
	9	SOLE DISPOSITIVE POWER
	10	SHARED DISPOSITIVE POWER   33,056,337 (1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   33,056,337 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   10.9(2)
14	TYPE OF REPORTING PERSON   CO

(1) GM Holdings is the record holder of 9,043,889 shares of New SES Class A common stock and 836,826 Earn-Out Shares. GM Ventures is the record holder of 21,090,498 shares of New SES Class A common stock and 2,085,124 Earn-Out Shares. GM Ventures is a wholly owned subsidiary of GM Holdings. GM Holdings is a wholly owned subsidiary of General Motors Company (“GM”). GM may be deemed to share beneficial ownership over the shares of New SES Class A common stock directly owned by GM Ventures and GM Holdings, and GM Holdings may be deemed to share beneficial ownership over the shares of New SES Class A common stock directly owned by GM Ventures.

(2) The percentage reported in this Schedule 13D is based upon 303,989,784 shares of Class A Common Stock outstanding according to the Form 8-K filed by the Issuer on February 8, 2022.

Item 1. Security and Issuer

This Schedule 13D (this “Schedule 13D”) relates to the 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.

Item 2. Identity and Background

This Schedule 13D is being filed by 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.

The name, business address, present principal occupation or employment and citizenship of each director and executive officer of GM, GM Holdings, and GM Ventures is set forth in Exhibit 1. The address of the principal business office of each of the Reporting Persons is 300 Renaissance Center, Detroit, MI, 48265.

During the last five years, none of the Reporting Persons, nor, to the knowledge of the Reporting Persons, any of the persons listed in Exhibit 1, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, U.S. federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

All of the Shares reported herein as beneficially owned by the Reporting Persons were acquired pursuant to a Business Combination Agreement, dated as of July 12, 2021 (as amended on September 20, 2021 (the “Business Combination Agreement”), by and among Ivanhoe Capital Acquisition Corp., Wormhole Merger Sub Pte. Ltd., and SES Holdings Pte. Ltd. The transactions contemplated by the Business Combination Agreement (the “Merger”) closed on February 3, 2022 (the “Closing”).

This summary is qualified in its entirety by reference to the text of the Business Combination Agreement, which is filed as Exhibit 2 and is incorporated by reference herein in its entirety.

Item 4. Purpose of Transaction

The acquisition of the Shares by the Reporting Persons was undertaken for investment purposes. The Reporting Persons expect to evaluate on an ongoing basis the Issuer’s financial condition, results of operations, business and prospects, the market price of the Shares, conditions in securities markets generally and in the market for shares of companies like the Issuer, general economic and industry conditions, and other factors that the Reporting Persons deem relevant to their investment decisions. The Reporting Persons have no present plans or proposals that relate

to or would result in any of the actions enumerated in paragraphs (a) through (j) of Item 4 of Schedule 13D. However, based on such evaluations, the Reporting Persons may, from time to time or at any time: (i) acquire additional Shares and/or other equity, debt, notes, instruments, or other securities of the Issuer and/or its affiliates (collectively, “Securities”) in the open market or otherwise; (ii) dispose of any or all of their Securities in the open market or otherwise; or (iii) engage in any hedging or similar transactions with respect to the Securities.

The information contained in Items 3 and 6 of this Schedule 13D are incorporated by reference herein.

Item 5. Interest in Securities of the Issuer

The information contained in Item 3 of this Schedule 13D is incorporated by reference herein.

(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 Schedule 13D are incorporated herein by reference.

The aggregate percentage of beneficial ownership of General Motors Ventures LLC is approximately 7.6% of the outstanding Shares of the Issuer. Calculations of the percentage of the Shares beneficially owned assumes 303,989,784 shares of Class A Common Stock outstanding according to the Form 8-K filed by the Issuer on February 8, 2022.

The aggregate percentage of beneficial ownership of each of General Motors Holdings LLC and General Motors Company is approximately 10.9% of the outstanding Shares of the Issuer. Calculations of the percentage of the Shares beneficially owned assumes 303,989,784 shares of Class A Common Stock outstanding according to the Form 8-K filed by the Issuer on February 8, 2022.

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

(c) Except for the transactions described in response to Item 4 above, 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, 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.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth in Item 3 is incorporated by reference in its entirety into this Item 6.

Registration Rights Agreement

At the Closing, the Issuer, Ivanhoe Capital Sponsor LLC (the “Sponsor”) and certain other holders of the Issuer, including GM Holdings and GM Ventures (the “New SES Holders”), entered into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement,” which superseded the registration and shareholder rights agreement between Ivanhoe Capital Acquisition Corp. and its initial shareholders), pursuant to which, among other things, the Sponsor and the other parties thereof will be granted certain registration rights, including piggyback registration rights, on the terms and subject to the conditions therein.

Notwithstanding the foregoing, (i) each of the New SES Holders will not transfer any securities of the Issuer for the period ending on the earlier of (a) 180 days after the Closing, subject to certain customary exceptions.

The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the Registration Rights Agreement, which is filed as Exhibit 3 and is incorporated herein by reference in its entirety.

Director Nomination Agreement

Concurrently with the execution of the Business Combination Agreement, Ivanhoe Capital Acquisition Corp. and SES Holdings Pte. Ltd. entered into a Director Nomination Agreement with GM Ventures, pursuant to which, among other things, GM Ventures will have the right to nominate one person for election to the Issuer’s board from and after the Effective Time (as defined in the Director Nomination Agreement) for so long as GM, together with its affiliates, collectively continue to beneficially own at least 5% of the fully diluted outstanding equity securities of the Issuer.

The foregoing description of the Director Nomination Agreement is qualified in its entirety by reference to the Director Nomination Agreement, which is filed as Exhibit 4 and is incorporated herein by reference in its entirety.

Item 7. Material to be Filed as Exhibits

Exhibit	Description
1	Directors and Executive Officers of General Motors Company
2	Business Combination Agreement, dated as of July 12, 2021 (as amended on September 20, 2021, by and among Ivanhoe Capital Acquisition Corp., Wormhole Merger Sub Pte. Ltd., and SES Holdings Pte. Ltd. (incorporated by reference to Annex A to the Proxy Statement filed by Ivanhoe Capital Acquisition Corp. on January 7, 2022)
3	Amended and Restated Registration Rights Agreement (incorporated by reference to Annex K to the Proxy Statement filed by Ivanhoe Capital Acquisition Corp. on January 7, 2022)
4	Director Nomination Agreement (incorporated by reference to Annex L to the Proxy Statement filed by Ivanhoe Capital Acquisition Corp. on January 7, 2022)
5	Joint Filing Agreement

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: February 14, 2022

General Motors Holdings LLC
By:	/s/ John S. Kim
	Name: John S. Kim
	Title: Assistant Secretary

General Motors Ventures LLC
By:	/s/ Joel Stark
	Name: Joel Stark
	Title: Assistant Secretary

General Motors Company
By:	/s/ John S. Kim
	Name: John S. Kim
	Title: Assistant Corporate Secretary

EX-99.1

Exhibit 1

Directors and Executive Officers of

General Motors Company, General Motors Holdings LLC, and General Motors Ventures LLC

The following tables set forth the name and present principal occupation or employment, the name, principal business and address of any corporation or other organization in which such occupation or employment is conducted, and citizenship of each director and executive officer of General Motors Company. The business address of each non-executive director of General Motors Company and each person whose principal occupation or employment is with General Motors Company is c/o General Motors Company, 300 Renaissance Center, Detroit, MI, 48265.

Directors of General Motors Company	Present Principal Occupation or Employment and Principal Business and Business Address	Citizenship
Mary T. Barra	Chair and Chief Executive Officer General Motors Company	USA
Aneel Bhusri	Co-Founder, Co-CEO, and Chairman Workday, Inc. 6110 Stoneridge Mall Road Pleasanton, CA 94588	USA
Wesley G. Bush	Non-executive director	USA
Linda R. Gooden	Non-executive director	USA
Joseph Jimenez	Non-executive director	USA
Jane L. Mendillo	Non-executive director	USA
Judith A. Miscik	CEO and Vice Chairman Kissinger Associates, Inc. 2117 Main Street PO Box 220 Centerport, PA 19516	USA
Patricia F. Russo	Chairman Hewlett-Packard Enterprise Company 1701 Mossy Oaks Road Spring, Texas 77389	USA
Thomas M. Schoewe	Non-executive director	USA
Carol M. Stephenson	Non-executive director	USA
Mark Tatum	Deputy Commissioner and Chief Operating Officer National Basketball Association Olympic Tower 645 Fifth Avenue New York, NY 10022	USA
Devin N. Wenig	Non-executive director	USA
Margaret Whitman	Technology Leader Hewlett-Packard Enterprise Company 1701 Mossy Oaks Road Spring, Texas 77389	USA

Executive Officers of General Motors Company	Present Principal Occupation	Citizenship
Mary T. Barra	Chair and Chief Executive Officer	USA
Julian Blissett	Executive Vice President and President, GM China	Great Britain
Stephen K. Carlisle	Executive Vice President and President, North America	USA and Canada
Craig B. Glidden	Executive Vice President, Global Public Policy, General Counsel and Corporate Secretary	USA
Christopher T. Hatto	Vice President, Global Business Solutions and Chief Accounting Officer	USA
Paul A. Jacobson	Executive Vice President and Chief Financial Officer	USA
Gerald Johnson	Executive Vice President, Global Manufacturing and Sustainability	USA
Douglas L. Parks	Executive Vice President, Global Product Development, Purchasing and Supply Chain	USA
Mark L. Reuss	President	USA

Directors of General Motors Holdings LLC	Present Principal Occupation or Employment and Principal Business and Business Address	Citizenship
Paul A. Jacobson	Executive Vice President and Chief Financial Officer General Motors Company	USA
Mark L. Reuss	President General Motors Company	USA

Executive Officers of General Motors Holdings LLC	Present Principal Occupation	Citizenship
Mary T. Barra	Chair and Chief Executive Officer General Motors Company	USA

Julian Blissett	Executive Vice President and President, GM China General Motors Company	Great Britain
Stephen K. Carlisle	Executive Vice President and President, North America General Motors Company	USA and Canada
Craig B. Glidden	Executive Vice President, Global Public Policy, General Counsel and Corporate Secretary General Motors Company	USA
Christopher T. Hatto	Vice President, Global Business Solutions and Chief Accounting Officer General Motors Company	USA
Paul A. Jacobson	Executive Vice President and Chief Financial Officer General Motors Company	USA
Gerald Johnson	Executive Vice President, Global Manufacturing and Sustainability General Motors Company	USA
Douglas L. Parks	Executive Vice President, Global Product Development, Purchasing and Supply Chain General Motors Company	USA
Mark L. Reuss	President General Motors Company	USA

Directors of General Motors Ventures LLC	Present Principal Occupation or Employment and Principal Business and Business Address	Citizenship
Paul A. Jacobson	Executive Vice President and Chief Financial Officer General Motors Company	USA
Douglas L. Parks	Executive Vice President, Global Product Development, Purchasing and Supply Chain General Motors Company	USA

Executive Officers of General Motors Ventures LLC	Present Principal Occupation	Citizenship
Iwao Fusillo	Chief Data & Analytics Officer General Motors Company	USA
Rakesh K. Gupta	Vice President, Treasurer, Investor Relations & Special Projects General Motors Company	USA
Kent Helfrich	Vice President, Global Research and Development, Chief Technology Officer and President, GM Ventures General Motors Company	USA
Daniel E. Nicholson	Vice President, Global Electrification, Controls, SW & Electronics General Motors Company	USA

EX-99.5

Exhibit 5

Joint Filing Agreement

SES AI Corporation

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 14, 2022.

General Motors Holdings LLC
By:	/s/ John S. Kim
	Name: John S. Kim
	Title: Assistant Secretary

General Motors Ventures LLC
By:	/s/ Joel Stark
	Name: Joel Stark
	Title: Assistant Secretary

General Motors Company
By:	/s/ John S. Kim
	Name: John S. Kim
	Title: Assistant Corporate Secretary