Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
What is insider trading>>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
SES AI CORP.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
78397Q109
(CUSIP Number)
February 3, 2022
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
| * | 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).
Schedule 13G
| CUSIP No. 78397Q109 | Page 2 of 13 |
| 1 | name of reporting person
Temasek Holdings (Private) Limited
|
| 2 | check the appropriate box if a member of a group | (a) ¨ (b) ¨
|
| 3 | sec use only |
| 4 | citizenship or place of organization
Republic of Singapore
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | sole voting power
0
|
| 6 | shared voting power
34,675,757 shares of Class A Common Stock
| |
| 7 | sole dispositive power
0
| |
| 8 | shared dispositive power
31,515,045 shares of Class A Common Stock
|
| 9 | aggregate amount beneficially owned by each reporting person
34,675,757 shares of Class A Common Stock
|
| 10 | check box if the aggregate amount in row (9) excludes certain shares | ¨ |
| 11 | percent of class represented by amount in row (9)
11.4%*
|
| 12 | type of reporting person
HC
|
| * | Percentage calculated based on 303,989,784 shares of Class A common stock, par value $0.0001 per share, being the shares of Class A common stock outstanding as of February 3, 2022 following consummation of the Business Combination, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 8, 2022. |
Schedule 13G
| CUSIP No. 78397Q109 | Page 3 of 13 |
| 1 | name of reporting person
Tembusu Capital Pte. Ltd.
|
| 2 | check the appropriate box if a member of a group | (a) ¨ (b) ¨
|
| 3 | sec use only |
| 4 | citizenship or place of organization
Republic of Singapore
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | sole voting power
0
|
| 6 | shared voting power
28,478,770 shares of Class A Common Stock
| |
| 7 | sole dispositive power
0
| |
| 8 | shared dispositive power
25,882,916 shares of Class A Common Stock
|
| 9 | aggregate amount beneficially owned by each reporting person
28,478,770 shares of Class A Common Stock
|
| 10 | check box if the aggregate amount in row (9) excludes certain shares | ¨ |
| 11 | percent of class represented by amount in row (9)
9.4%*
|
| 12 | type of reporting person
HC
|
| * | Percentage calculated based on 303,989,784 shares of Class A common stock, par value $0.0001 per share, being the shares of Class A common stock outstanding as of February 3, 2022 following consummation of the Business Combination, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 8, 2022. |
Schedule 13G
| CUSIP No. 78397Q109 | Page 4 of 13 |
| 1 | name of reporting person
Thomson Capital Pte. Ltd.
|
| 2 | check the appropriate box if a member of a group | (a) ¨ (b) ¨
|
| 3 | sec use only |
| 4 | citizenship or place of organization
Republic of Singapore
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | sole voting power
0
|
| 6 | shared voting power
28,478,770 shares of Class A Common Stock
| |
| 7 | sole dispositive power
0
| |
| 8 | shared dispositive power
25,882,916 shares of Class A Common Stock
|
| 9 | aggregate amount beneficially owned by each reporting person
28,478,770 shares of Class A Common Stock
|
| 10 | check box if the aggregate amount in row (9) excludes certain shares | ¨ |
| 11 | percent of class represented by amount in row (9)
9.4%*
|
| 12 | type of reporting person
HC
|
| * | Percentage calculated based on 303,989,784 shares of Class A common stock, par value $0.0001 per share, being the shares of Class A common stock outstanding as of February 3, 2022 following consummation of the Business Combination, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 8, 2022. |
Schedule 13G
| CUSIP No. 78397Q109 | Page 5 of 13 |
| 1 | name of reporting person
Anderson Investments Pte. Ltd.
|
| 2 | check the appropriate box if a member of a group | (a) ¨ (b) ¨
|
| 3 | sec use only |
| 4 | citizenship or place of organization
Republic of Singapore
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | sole voting power
0
|
| 6 | shared voting power
28,478,770 shares of Class A Common Stock
| |
| 7 | sole dispositive power
0
| |
| 8 | shared dispositive power
25,882,916 shares of Class A Common Stock
|
| 9 | aggregate amount beneficially owned by each reporting person
28,478,770 shares of Class A Common Stock
|
| 10 | check box if the aggregate amount in row (9) excludes certain shares | ¨ |
| 11 | percent of class represented by amount in row (9)
9.4%†
|
| 12 | type of reporting person
HC
|
| † | Percentage calculated based on 303,989,784 shares of Class A common stock, par value $0.0001 per share, being the shares of Class A common stock outstanding as of February 3, 2022 following consummation of the Business Combination, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 8, 2022. |
Schedule 13G
| CUSIP No. 78397Q109 | Page 6 of 13 |
| 1 | name of reporting person
Temasek Capital (Private) Limited
|
| 2 | check the appropriate box if a member of a group | (a) ¨ (b) ¨
|
| 3 | sec use only |
| 4 | citizenship or place of organization
Republic of Singapore
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | sole voting power
0
|
| 6 | shared voting power
6,196,987 shares of Class A Common Stock
| |
| 7 | sole dispositive power
0
| |
| 8 | shared dispositive power
5,632,129 shares of Class A Common Stock
|
| 9 | aggregate amount beneficially owned by each reporting person
6,196,987 shares of Class A Common Stock
|
| 10 | check box if the aggregate amount in row (9) excludes certain shares | ¨ |
| 11 | percent of class represented by amount in row (9)
2.0%*
|
| 12 | type of reporting person
HC
|
| * | Percentage calculated based on 303,989,784 shares of Class A common stock, par value $0.0001 per share, being the shares of Class A common stock outstanding as of February 3, 2022 following consummation of the Business Combination, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 8, 2022. |
Schedule 13G
| CUSIP No. 78397Q109 | Page 7 of 13 |
| 1 | name of reporting person
Seletar Investments Pte. Ltd.
|
| 2 | check the appropriate box if a member of a group | (a) ¨ (b) ¨
|
| 3 | sec use only |
| 4 | citizenship or place of organization
Republic of Singapore
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | sole voting power
0
|
| 6 | shared voting power
6,196,987 shares of Class A Common Stock
| |
| 7 | sole dispositive power
0
| |
| 8 | shared dispositive power
5,632,129 shares of Class A Common Stock
|
| 9 | aggregate amount beneficially owned by each reporting person
6,196,987 shares of Class A Common Stock
|
| 10 | check box if the aggregate amount in row (9) excludes certain shares | ¨ |
| 11 | percent of class represented by amount in row (9)
2.0%†
|
| 12 | type of reporting person
HC
|
| † | Percentage calculated based on 303,989,784 shares of Class A common stock, par value $0.0001 per share, being the shares of Class A common stock outstanding as of February 3, 2022 following consummation of the Business Combination, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 8, 2022. |
Schedule 13G
| CUSIP No. 78397Q109 | Page 8 of 13 |
| 1 | name of reporting person
Aranda Investments Pte. Ltd.
|
| 2 | check the appropriate box if a member of a group | (a) ¨ (b) ¨
|
| 3 | sec use only |
| 4 | citizenship or place of organization
Republic of Singapore
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | sole voting power
0
|
| 6 | shared voting power
6,196,987 shares of Class A Common Stock
| |
| 7 | sole dispositive power
0
| |
| 8 | shared dispositive power
5,632,129 shares of Class A Common Stock
|
| 9 | aggregate amount beneficially owned by each reporting person
6,196,987 shares of Class A Common Stock
|
| 10 | check box if the aggregate amount in row (9) excludes certain shares | ¨ |
| 11 | percent of class represented by amount in row (9)
2.0%‡
|
| 12 | type of reporting person
HC
|
| ‡ | Percentage calculated based on 303,989,784 shares of Class A common stock, par value $0.0001 per share, being the shares of Class A common stock outstanding as of February 3, 2022 following consummation of the Business Combination, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 8, 2022. |
Schedule 13G
| CUSIP No. 78397Q109 | Page 9 of 13 |
| Item 1(a). | Name of Issuer |
SES AI Corp.
| Item 1(b). | Address of Issuer’s Principal Executive Offices |
35 Cabot Road, Woburn, Massachusetts 01801.
| Item 2(a). | Name of Person Filing |
This Schedule 13G is being jointly filed by the following reporting persons (each a “Reporting Person” and collectively, the “Reporting Persons”):
| (i) | Temasek Holdings (Private) Limited (“Temasek”); |
| (ii) | Tembusu Capital Pte. Ltd. (“Tembusu”); |
| (iii) | Thomson Capital Pte. Ltd. (“Thomson”); |
| (iv) | Anderson Investments Pte. Ltd. (“Anderson”); |
| (v) | Temasek Capital (Private) Limited (“Temasek Capital”); |
| (vi) | Seletar Investments Pte. Ltd. (“Seletar”); and |
| (vii) | Aranda Investments Pte. Ltd. (“Aranda”); |
| Item 2(b). | Address of Principal Business Office or, if None, Residence |
The address of the principal business office of each Reporting Person is 60B Orchard Road, #06-18 Tower 2, The Atrium@Orchard, Singapore 238891.
| Item 2(c). | Citizenship |
The citizenship of all Reporting Persons is the Republic of Singapore.
| Item 2(d). | Title of Class of Securities |
Class A Common Stock, par value $0.0001 per share.
| Item 2(e). | CUSIP Number |
78397Q109
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
Schedule 13G
| CUSIP No. 78397Q109 | Page 10 of 13 |
| Item 4. | Ownership |
| (a) | Amount beneficially owned: |
(i) Anderson directly owns 25,882,916 shares of the Issuer’s Class A Common Stock and has the right to acquire 2,595,854 shares of the Issuer's Class A Common Stock (the “Earnout Shares”), upon the achievement of certain stock price performance targets, pursuant to the Business Combination Agreement, as amended, by and among the Issuer, SES Holdings Pte. Ltd., a Singapore private company limited by shares, and Wormhole Amalgamation Sub Pte. Ltd., a Singapore private company limited by shares, and a direct, wholly-owned subsidiary of the Issuer (the “Business Combination Agreement”). Prior to the vesting of these shares, Anderson has the power to vote, but not dispose of, the Earnout Shares. Anderson is a wholly owned subsidiary of Thomson, which is a wholly owned subsidiary of Tembusu, which is a wholly owned subsidiary of Temasek. Each of Thomson, Tembusu and Temasek, through the ownership described herein, may be deemed to beneficially own the shares held by Anderson.
(ii) Aranda directly owns 5,632,129 shares of the Issuer’s Class A Common Stock and has the right to acquire 564,858 Earnout Shares, upon the achievement of certain stock price performance targets, pursuant to the Business Combination Agreement. Aranda is a wholly owned subsidiary of Seletar, which is a wholly owned subsidiary of Temasek Capital, which is a wholly owned subsidiary of Temasek. Each of Seletar, Temasek Capitaland Temasek, through the ownership described herein, may be deemed to beneficially own the shares held by Aranda.
| (b) | Percent of class: |
See Row 11 of the cover page for each Reporting Person.
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote |
See Row 5 of the cover page for each Reporting Person.
| (ii) | Shares power to vote or to direct the vote |
See Row 6 of the cover page for each Reporting Person.
| (iii) | Sole power to dispose or to direct the disposition of |
See Row 7 of the cover page for each Reporting Person.
| (iv) | Shared power to dispose or to direct the disposition of |
See Row 8 of the cover page for each Reporting Person.
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
The response to Item 4(a) is incorporated herein by reference.
Schedule 13G
| CUSIP No. 78397Q109 | Page 11 of 13 |
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certifications. |
By signing below, each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
Schedule 13G
| CUSIP No. 78397Q109 | Page 12 of 13 |
Signature
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
| Temasek Holdings (Private) Limited | |
| By: /s/ Jason Norman Lee, Authorized Signatory | |
| Tembusu Capital Pte. Ltd. | |
| By /s/ Gregory Tan, Director | |
| Thomson Capital Pte. Ltd. | |
| By /s/ Poy Weng Chuen, Director | |
| Anderson Investments Pte. Ltd. | |
| By /s/ Poy Weng Chuen, Director | |
| Temasek Capital (Private) Limited | |
| By /s/ Gregory Tan, Director | |
| Seletar Investments Pte. Ltd. | |
| By /s/ Tabitha Sum Wei Ching, Director | |
| Aranda Investments Pte. Ltd. | |
| By /s/ Tabitha Sum Wei Ching, Director |
Schedule 13G
| CUSIP No. 78397Q109 | Page 13 of 13 |
EXHIBIT INDEX