SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Temasek Holdings (Private) Ltd (Last) (First) (Middle) 60B ORCHARD ROAD #06-18 TOWER 2 THE ATRIUM@ORCHARD (Street) SINGAPORE U0 238891 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/03/2022	3. Issuer Name and Ticker or Trading Symbol SES AI Corp [ SES ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	25,882,916	I	By Fund(1)
Class A Common Stock	5,632,129	I	By Fund(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Earn-out Shares	(3)(4)	02/03/2027	Class A Common Stock	2,595,854	(3)(4)	I	By Fund
Earn-out Shares	(3)(4)	02/03/2027	Class A Common Stock	564,858	(3)(4)	I	By Fund

1. Name and Address of Reporting Person* Temasek Holdings (Private) Ltd (Last) (First) (Middle) 60B ORCHARD ROAD #06-18 TOWER 2 THE ATRIUM@ORCHARD (Street) SINGAPORE U0 238891 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Tembusu Capital Pte. Ltd. (Last) (First) (Middle) 60B ORCHARD ROAD #06-18 TOWER 2 THE ATRIUM@ORCHARD (Street) SINGAPORE U0 238891 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Thomson Capital Pte. Ltd. (Last) (First) (Middle) 60B ORCHARD ROAD #06-18 TOWER 2 THE ATRIUM@ORCHARD (Street) SINGAPORE U0 238891 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Anderson Investments Pte. Ltd. (Last) (First) (Middle) 60B ORCHARD ROAD #06-18 TOWER 2 THE ATRIUM@ORCHARD (Street) SINGAPORE U0 238891 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Temasek Capital (Private) Ltd (Last) (First) (Middle) 60B ORCHARD ROAD #06-18 TOWER 2 THE ATRIUM@ORCHARD (Street) SINGAPORE U0 238891 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Seletar Investments Pte Ltd (Last) (First) (Middle) 60B ORCHARD ROAD #06-18 TOWER 2 THE ATRIUM@ORCHARD (Street) SINGAPORE U0 238891 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Aranda Investments Pte. Ltd. (Last) (First) (Middle) 60B ORCHARD ROAD #06-18 TOWER 2 THE ATRIUM@ORCHARD (Street) SINGAPORE U0 238891 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. These shares are held by Anderson Investments Pte. Ltd ("Anderson"). Anderson is a direct wholly-owned subsidiary of Thomson Capital Pte. Ltd. ("Thomson"), which in turn is a direct wholly-owned subsidiary of Tembusu Capital Pte. Ltd. ("Tembusu"), which in turn is a direct wholly-owned subsidiary of Temasek Holdings (Private) Limited ("Temasek"). In such capacities, each of Thomson, Tembusu, and Temasek may be deemed to have voting and dispositive power over the shares held by Anderson. Each of Thomson, Tembusu and Temasek disclaims beneficial ownership of such shares, except to the extent of its proportionate pecuniary interest therein.

2. These shares are held by Aranda Investments Pte. Ltd. ("Aranda"). Aranda is a direct wholly-owned subsidiary of Seletar Investments Pte. Ltd. ("Seletar"), which in turn is a direct wholly-owned subsidiary of Temasek Capital (Private) Limited ("Capital"), which in turn is a direct wholly-owned subsidiary of Temasek. In such capacities, each of Seletar, Capital, and Temasek may be deemed to have voting and dispositive power over the shares held by Aranda. Each of Seletar, Capital and Temasek disclaims beneficial ownership of such shares, except to the extent of its proportionate pecuniary interest therein.

3. Represents shares of the Issuer's Class A Common Stock that the Reporting Person has the right to acquire (the "Earnout Shares") 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.

4. The Earnout Shares shall vest and be released upon the satisfaction of certain share price vesting conditions as follows: (i) if, at any time prior to February 3, 2027 (the "Earnout Period") the volume-weighted average price ("VWAP") of the Issuer's Common Stock equals or exceeds $12.50 per share for any 20 trading days within a 30-trading day period, one-third of the Earnout Shares shall vest; (ii) if, at any time during the Earnout Period, the VWAP of the Issuer's Common Stock equals or exceeds $15.00 per share for any 20 trading days within a 30-trading day period, one-third of the Earnout Shares shall vest; and (iii) if, at any time during the Earnout Period, the VWAP of the Issuer's Common Stock equals or exceeds $17.50 per share for any 20 trading days within a 30-trading day period, one-third of the Earnout Shares shall vest.

Remarks:

	Temasek Holdings (Private) Limited, By /s/ Jason Norman Lee, Authorised Signatory	02/14/2022
	Tembusu Capital Pte. Ltd, By /s/ Gregory Tan, Director	02/14/2022
	Thomson Capital Pte. Ltd, By /s/ Poy Weng Chuen, Director	02/14/2022
	Anderson Investments Pte. Ltd, By /s/ Poy Weng Chuen, Director	02/14/2022
	Temasek Capital (Private) Limited, By /s/ Gregory Tan, Director	02/14/2022
	Seletar Investments Pte. Ltd., By /s/ Tabitha Sum Wei Ching, Director	02/14/2022
	Aranda Investments Pte. Ltd., By /s/ Tabitha Sum Wei Ching, Director	02/14/2022
	** Signature of Reporting Person	Date
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