Sec Form 3 Filing - Temasek Holdings (Private) Ltd @ SES AI Corp - 2022-02-03

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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 2. Issuer Name and Ticker or Trading Symbol SES AI Corp [ SES] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 60B ORCHARD ROAD #06-18 TOWER 2, THE ATRIUM@ORCHARD 3. Date of Earliest Transaction (MM/DD/YY) 02/03/2022 (Street) SINGAPORE, U0238891 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price 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 Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Earn-out Shares ( 3 )( 4 ) ( 3 )( 4 ) 02/03/2027 Class A Common Stock 2,595,854 I By Fund Earn-out Shares ( 3 )( 4 ) ( 3 )( 4 ) 02/03/2027 Class A Common Stock 564,858 I By Fund

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Temasek Holdings (Private) Ltd 60B ORCHARD ROAD #06-18 TOWER 2 THE ATRIUM@ORCHARD SINGAPORE, U0238891 X Tembusu Capital Pte. Ltd. 60B ORCHARD ROAD #06-18 TOWER 2 THE ATRIUM@ORCHARD SINGAPORE, U0238891 X Thomson Capital Pte. Ltd. 60B ORCHARD ROAD #06-18 TOWER 2 THE ATRIUM@ORCHARD SINGAPORE, U0238891 X Anderson Investments Pte. Ltd. 60B ORCHARD ROAD #06-18 TOWER 2 THE ATRIUM@ORCHARD SINGAPORE, U0238891 X Temasek Capital (Private) Ltd 60B ORCHARD ROAD #06-18 TOWER 2 THE ATRIUM@ORCHARD SINGAPORE, U0238891 X Seletar Investments Pte Ltd 60B ORCHARD ROAD #06-18 TOWER 2 THE ATRIUM@ORCHARD SINGAPORE, U0238891 X Aranda Investments Pte. Ltd. 60B ORCHARD ROAD #06-18 TOWER 2 THE ATRIUM@ORCHARD SINGAPORE, U0238891 X Signatures Temasek Holdings (Private) Limited, By /s/ Jason Norman Lee, Authorised Signatory 02/14/2022 Signature of Reporting Person Date Tembusu Capital Pte. Ltd, By /s/ Gregory Tan, Director 02/14/2022 Signature of Reporting Person Date Thomson Capital Pte. Ltd, By /s/ Poy Weng Chuen, Director 02/14/2022 Signature of Reporting Person Date Anderson Investments Pte. Ltd, By /s/ Poy Weng Chuen, Director 02/14/2022 Signature of Reporting Person Date Temasek Capital (Private) Limited, By /s/ Gregory Tan, Director 02/14/2022 Signature of Reporting Person Date Seletar Investments Pte. Ltd., By /s/ Tabitha Sum Wei Ching, Director 02/14/2022 Signature of Reporting Person Date Aranda Investments Pte. Ltd., By /s/ Tabitha Sum Wei Ching, Director 02/14/2022 Signature of Reporting Person Date

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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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