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Sponsor Earn-Out Liabilities
 9 Months Ended
Sep. 30, 2025
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Sponsor Earn-Out Liabilities

Note 10.  Sponsor Earn-Out Liabilities

The Sponsor Earn-Out shares in Tranche 2 through Tranche 5 have been measured at their estimated fair value using a Monte Carlo simulation valuation model. Inherent in the valuation model are assumptions related to expected stock price volatility, risk-free interest rate, expected term, and dividend yield. The key inputs used in the Monte Carlo simulation model at their respective measurement dates were as follows:

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​

​

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September 30, 2025

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​

December 31, 2024

Expected term (in years)

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5.6

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​

5.9

Risk free rate

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3.76%

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​

4.38%

Expected volatility

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100.0%

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​

95.0%

Expected dividends

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0%

​

​

0%

Stock price

$

1.67

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$

2.19

 

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The stock price is based on the closing price of the Company’s Class A common stock as of the valuation date and simulated through the end of the earn-out period following Geometric Brownian Motion. The Company estimates the volatility of its common stock by using a weighted average of historical volatilities of SES’s shares and warrants and select peer companies’ common stock that matches the expected term of the awards (range of the weighted average of volatility was 90.7% - 100.6% and 87.3% - 122.5% as of September 30, 2025 and  December 31, 2024, respectively). The expected term is derived from a probability weighted model, considering a number of inputs, including the probability of a change in control. The risk-free interest rate is based on the yield curve for zero-coupon U.S. Treasury notes with maturities corresponding to the expected term of the awards. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

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The following table provides a reconciliation of the beginning and ending balances for the Sponsor Earn-Out liabilities:

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(in thousands)

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Balance as of December 31, 2024

$

9,472

Change in fair value

  

(2,523)

Balance as of September 30, 2025

$

6,949

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​

​

Balance as of December 31, 2023

$

4,166

Change in fair value

​

(3,287)

Balance as of September 30, 2024

$

879

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