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Acquisitions
 9 Months Ended
Sep. 30, 2025
Business Combination [Abstract]  
Acquisitions

Note 3. Acquisitions

Acquisition of Shenzhen UZ Energy Co. Ltd.

On July 25, 2025, our wholly owned subsidiary, SES AI International I Pte Ltd, entered into a Share Transfer and Share Purchase Agreement (the “Agreement”) with UZ Energy and its shareholders to acquire 100% of the share capital of Shenzhen UZ Energy Co. Ltd. (“UZ Energy”), a China-based battery energy storage system manufacturer. The acquisition closed on September 15, 2025 (the “Closing”) after completion of customary closing conditions. The acquisition of UZ Energy was accounted for as a business combination and the results of UZ Energy’s operations from the date of closing have been included in our condensed consolidated financial statements.

Assuming the Company met and did not exceed the performance targets established for both 2025 and 2026 contingent consideration payments, the aggregate consideration for the acquisition of UZ Energy would be approximately RMB 183.5 million ($25.8 million), of which the purchase consideration would be approximately RMB 93.5 million ($13.1 million). Upon acquisition on September 15, 2025 the purchase consideration was valued at RMB 83.3 million ($11.7 million). The total purchase consideration includes cash of approximately RMB 23.5 million ($3.3 million), which is currently recorded in other current liabilities and is expected to be paid during the fourth quarter of 2025, and additional deferred cash payments of approximately RMB 59.9 million ($8.4 million). The aggregate consideration also includes a capital contribution of RMB 90 million ($12.6 million) made by the Company in exchange for newly issued shares of UZ Energy. The capital contribution was excluded from purchase consideration as the proceeds will remain with UZ Energy and will be used for working capital requirements.

The additional deferred cash payments are contingent on UZ Energy meeting specified thresholds relating to revenue and cash balances for fiscal years 2025 and 2026. The fair value of the deferred cash payments was assessed to be RMB 59.9 million ($8.4 million) as of the Closing, which was estimated by using a Black-Scholes option-pricing model. As of September 30, 2025, the possible outcomes for the range of deferred cash payments, on an undiscounted basis, are from $0.3 million to $11.9 million. The analysis considered, among other items, contractual terms of the Agreement, the Company’s discount rate, the timing of expected future cash flows and the probability that the revenue and cash balance thresholds required for payment of the deferred consideration will be achieved. The company recorded the acquisition date fair value of the short-term portion of the deferred payment liability within accrued expenses and other current liabilities and the long-term portion of the deferred payment liability within other liabilities, non-current on the condensed consolidated balance sheets, respectively.

The purchase price was allocated to the assets acquired and liabilities assumed based on the estimated fair values at the date of acquisition. The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill. Goodwill is primarily attributed to the expected synergies from future expected economic benefits, including enhanced revenue growth from expanded products and capabilities related to ESS, as well as substantial cost savings from duplicative overheads, streamlined operations and enhanced efficiency. Goodwill is not deductible for tax purposes. The following table summarizes the preliminary allocation of the purchase price (in thousands):

​

Cash and cash equivalents

$

795

Accounts receivable

1,139

Inventory

3,807

Prepaid expenses and other current assets

3,465

Property, plant and equipment

1,023

Intangible assets

1,753

Goodwill

​

12,617

​

Other assets

195

​

Accounts payable

(2,644)

​

Accrued expenses and other current liabilities

​

(1,450)

​

Deferred revenue

​

(6,862)

​

Operating lease liability

​

(174)

​

Note payable, current

​

(1,966)

​

Total

$

11,698

 

 

The above fair values of assets acquired and liabilities assumed are preliminary and are based on the information that was available as of the reporting date. The fair values include Level 3 unobservable inputs and were determined using generally accepted valuation techniques. The Company’s allocation of the purchase price to certain assets acquired and liabilities assumed is provisional and the Company will continue to adjust those estimates as additional information pertaining to events or circumstances present as of the closing becomes available and final valuation and analysis are completed. The Company will finalize the purchase price allocation no later than one year from the acquisition date.

The following table sets forth the components of the identifiable intangible assets acquired and their estimated fair values and useful lives as of the date of the acquisition:

​

​

​

​

​

​

​

​

​

​

​

(in thousands)

Fair Value

    

Weighted Average

Useful Lives

Patents

$

1,685

​

​

15 years

Trademarks

 

68

​

 

15 years

Total acquired intangible assets

$

1,753

​

​

​

​

The amount of revenue and pre-tax income the Company recognized since the acquisition, which is included in the condensed consolidated statements of operations and comprehensive loss for the three and nine months ending September 30, 2025, was approximately $3.2 million and $0.3 million, respectively.

The Company has not included pro-forma financial information for the acquisition of UZ Energy in these condensed consolidated financial statements. It was determined that the preparation of such information is impracticable as UZ Energy was a foreign, privately held entity that did not historically maintain financial statements in accordance with the U.S. GAAP. The Company has, however, included the results of UZ Energy's operations in its condensed consolidated financial statements from the Closing date forward.