SES AI Corporation Class Action Lawsuit – SES

Introduction

A securities class action lawsuit has been filed against SES AI Corporation (NYSE: SES) and its CEO Qichao Hu on behalf of investors who purchased SES AI securities between January 29, 2025 and March 4, 2026. The complaint alleges that throughout the Class Period, defendants made materially false and misleading statements about SES AI's business prospects, overstating the expected results of deals with companies that had limited or no meaningful operations, while concealing material logistics constraints that impacted fourth quarter 2025 revenues. When the Company reported fourth quarter 2025 results on March 4, 2026 and issued 2026 revenue guidance of $30 million to $35 million, far below the $51.67 million analysts expected, the stock plunged. On March 5, 2026, SES shares fell $0.63 per share, or 36.8%, to close at $1.08. Investors allege this decline caused losses for shareholders who purchased SES securities at artificially inflated prices.

Company Profile

SES AI Corporation is a developer and manufacturer of AI-enhanced lithium-metal and lithium-ion rechargeable battery technologies and battery materials for energy storage systems, urban air mobility, drones, robotics, electric vehicles, and other applications. The Company is incorporated in Delaware with its head office in Woburn, Massachusetts, and its common stock trades on the New York Stock Exchange under the ticker symbol SES.

Class Period

January 29, 2025 – March 4, 2026, inclusive.

Investors who purchased or acquired SES AI Corporation (SES) securities during the Class Period may be entitled to seek recovery under the federal securities laws.

Allegations

The complaint alleges that SES AI Corporation and its CEO Qichao Hu engaged in a scheme to artificially inflate the Company's stock price by announcing deals with business partners that lacked the capacity to generate meaningful revenue, while simultaneously promoting an AI platform called "Molecular Universe" whose commercial viability was allegedly overstated. According to the lawsuit, defendants made materially false and misleading statements beginning on January 29, 2025, when SES AI announced a memorandum of understanding with AISPEX, a Texas-based retail energy provider, targeting up to $45 million in revenue for battery energy storage system solutions at a crypto mining site in Texas. The complaint alleges this announcement materially overstated the likelihood of long-term revenues because AISPEX did not have any meaningful crypto mining operations in Texas. A December 2025 short-seller report by Wolfpack Research later revealed that AISPEX's listed headquarters was a "ramshackle building surrounded by shipping containers" bearing the signage of a different company, and that no progress had been made on the deal.

On the Company's fourth quarter 2024 earnings call on February 25, 2025, Defendant Hu reiterated the AISPEX deal and highlighted a "significant purchase order" with Data Blanket, an AI drone startup, for lithium-metal cells. The complaint alleges these statements were materially false because SES AI never actually delivered any product to Data Blanket, which the lawsuit describes as a small startup with only a handful of employees and limited business capacity. The Company also announced the completion of its acquisition of Shenzen UZ Energy Co., Ltd. in September 2025, stating it positioned SES AI to become "an active player in the global $300 billion ESS market." According to the complaint, this statement was materially misleading because UZ Energy was a low-margin business with very little U.S. presence. Its U.S.-related entity reportedly shared an address with two other companies, and its registered agent had been sued for allegedly helping launder money as part of a billion-dollar Ponzi scheme.

The complaint further alleges that SES AI's October 2025 announcement of a joint venture with Hisun New Energy Materials to commercially supply electrolyte materials discovered by Molecular Universe was materially false because Hisun had no manufacturing capacity within the United States. According to the Wolfpack Research report, Hisun's planned Texas facility site remained undeveloped swampland, its listed corporate address was a residential home, and it appeared to have only one U.S. employee. More broadly, the complaint alleges that SES AI created an appearance of revenue for Molecular Universe through circular transactions, buying equipment from companies in exchange for those companies buying Molecular Universe licenses. The complaint also cites a former employee who characterized the AI platform as "kind of a toy" with limited practical value due to a major bottleneck at the synthesis and testing stage. The complaint also alleges that SES AI's Q3 2025 quarterly report, which included Sarbanes-Oxley certifications signed by Defendant Hu, contained materially misleading risk disclosures that failed to acknowledge logistics constraints the Company knew were already materially impacting fourth quarter revenues. As late as January 16, 2026, at the Needham Growth Conference, Defendant Hu discussed the Company's revenue guidance and growth prospects without disclosing these logistics issues. Notably, the complaint alleges that SES AI's Chief Science Officer, Dr. Hong Gan, sold 500,000 shares of company stock for over $1 million in proceeds in November 2025 and January 2026, shortly after and during the period in which these alleged misrepresentations were being made.

The Truth Emerges

The first significant challenge to defendants' narrative came on December 9, 2025, when Wolfpack Research published a detailed short-seller report alleging that SES AI had announced "phantom deals" with entities lacking substantial operations and had promoted Molecular Universe to distract from the impending loss of major OEM customers Honda and Hyundai. The report documented site visits to AISPEX's headquarters, Hisun's purported facility location, and UZ Energy's U.S. address, finding a pattern of business partners whose physical presence and operational capacity did not match SES AI's public representations. A former employee quoted in the report described Molecular Universe subscriptions as effectively rebates on equipment purchases rather than genuine demand for the product.

The full extent of the alleged misrepresentations became clear on March 4, 2026, when SES AI held its fourth quarter earnings call. CFO Jing Nealis disclosed that logistics constraints had delayed shipments at the end of the year, pushing approximately $1.5 million of revenue into the first quarter of 2026, constraints that the complaint alleges the Company knew about but concealed during Defendant Hu's January 2026 conference appearance. More critically, the Company issued 2026 revenue guidance of $30 million to $35 million, dramatically below the $51.67 million Wall Street analysts had expected, confirming concerns about the pace and sustainability of commercialization that defendants' prior statements had obscured.

Market Reaction

The market reaction to SES AI's disappointing fourth quarter results and weak 2026 guidance was severe. On March 5, 2026, SES shares fell $0.63 per share, or 36.8%, to close at $1.08. Financial publication Benzinga reported that shares were "trading sharply lower" after the Company "posted mixed fourth-quarter results and issued a 2026 sales outlook that trailed Wall Street expectations," noting that the below-consensus guidance raised "concerns about the pace of commercialization" for SES AI's energy storage systems, drone battery, and materials businesses.

Next Steps

●       Lead Plaintiff Deadline: June 26, 2026

●       The Court will issue its order for lead plaintiff and counsel in the weeks after submissions are due.

●       The Court will then consider motion for class certification.

●       The Court will later consider a motion to dismiss.

Disclaimer: This shareholder alert is for informational purposes only and does not constitute legal advice. Consult a qualified attorney for personalized guidance. No specific outcomes are guaranteed.

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