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SES AI Corporation Faces Investor Lawsuit Over Alleged Phantom Deals and Misleading Growth Disclosures

SES AI Corporation Faces Investor Lawsuit Over Alleged Phantom Deals and Misleading Growth Disclosures

SES AI Corporation (SES) told investors it was building the future of batteries with AI. Big partnerships. Massive revenue targets. A $45 million Texas energy deal. New “game-changing” customers. A breakthrough platform called Molecular Universe. But investors say much of that story did not hold up. 

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A federal securities lawsuit filed against SES AI Corporation and its CEO alleges that the company promoted allegedly phantom or commercially unsupported business relationships to mislead investors about its financial prospects, while withholding a material operational setback that led to a sharp drop in its stock price. 

The complaint, filed April 27, 2026, in the United States District Court for the District of Massachusetts, covers a class period running from January 29, 2025, through March 4, 2026. Plaintiff Ramesh Patel, individually and on behalf of all similarly situated investors, alleges that SES AI Corporation and CEO Qichao Hu made a series of materially false and misleading public statements that artificially inflated the price of SES AI securities. The alleged corrective disclosures came through a short-seller report published in December 2025 and SES AI’s own fourth-quarter earnings call in March 2026. 

On March 5, 2026, the day after SES AI reported its fourth-quarter 2025 results and issued 2026 revenue guidance below analyst expectations, SES AI stock fell $0.63 per share, or approximately 36.8%, closing at $1.08. 

If you purchased SES AI Corporation securities between January 29, 2025, and March 4, 2026, you may wish to review your legal rights and options in connection with this matter

SES AI: A Battery Technology Company Pivoting Toward AI-Driven Energy Solutions 

SES AI Corporation describes itself as a developer and manufacturer of high-performance, AI-enhanced lithium-metal and lithium-ion rechargeable battery technologies. According to the complaint, the company’s stated mission is to accelerate the world’s energy transition through material discovery and battery management, targeting markets including energy storage systems, urban air mobility, drones, robotics, and electric vehicles. 

The company is incorporated in Delaware with its principal office located in Woburn, Massachusetts. Its common stock trades on the New York Stock Exchange under the ticker symbol SES. Defendant Qichao Hu served as both CEO and Chairman of the company throughout the relevant period, having founded the business. 

A central product at issue in the complaint is a platform called Molecular Universe, which SES AI describes as an AI-based tool capable of accelerating battery material discovery. The complaint also cites the Wolfpack report’s allegation that SES AI was facing the impending loss of Honda and Hyundai as major customers and had already lost its GM partnership, while seeking to reposition itself around new business lines, including energy storage systems. 

Alleged Phantom Deals and Circular Revenue Arrangements Sit at the Heart of the Lawsuit 

The complaint alleges that SES AI overstated its business prospects by entering into and publicly promoting agreements with companies that had limited or no real operations, while simultaneously concealing a material logistics constraint that hurt fourth-quarter 2025 revenues. Plaintiff further alleges that SES AI created an appearance of demand for its Molecular Universe platform by purchasing goods or services from companies in exchange for those companies purchasing Molecular Universe licenses, which the complaint characterizes as circular or inauthentic revenue transactions. 

The lawsuit focuses on four partnerships or business relationships central to the alleged inflated disclosures: an MOU with AISPEX, a purported Texas-based energy provider; a purchase order with Data Blanket, a small drone startup; the acquisition of UZ Energy, described as a Chinese energy storage company; and a joint venture term sheet with Hisun New Energy Materials. Plaintiff alleges that these relationships did not support the revenue potential and growth prospects defendants communicated to investors. 

If you are following this case and want to stay informed as it develops, legal information about the lawsuit and investor options may be available through securities litigation counsel. 

Executives Promoted Partnerships and Growth Prospects in Public Statements Throughout the Class Period 

On January 29, 2025, SES AI issued a press release announcing a memorandum of understanding with AISPEX targeting up to $45 million in battery energy storage system revenue, with a first deployment of up to 30 megawatt hours at a crypto mining site in Texas projected for 2025. The complaint alleges this statement was materially false because AISPEX did not have meaningful crypto mining operations in Texas. 

During the company’s fourth-quarter 2024 earnings call on February 25, 2025, CEO Qichao Hu described the AISPEX deal as the first of its kind for SES AI and said it was something that could be replicated with additional partners in the future. On the same call, Hu highlighted what he characterized as a significant purchase order with Data Blanket for drones used in forest fire management, calling out anticipated 63 percent gross margins. The complaint alleges no product was ever delivered to Data Blanket. 

In October 2025, SES AI announced a term sheet to establish a joint venture with Hisun New Energy Materials, describing Hisun as a Texas-based electrolyte contract manufacturer. Hu was quoted in the press release saying the joint venture was expected to provide a new source of recurring revenue. The complaint alleges Hisun had no meaningful U.S. manufacturing capacity at the time. On January 16, 2026, at the 28th Annual Needham Growth Conference, Hu discussed the company’s growth prospects across energy storage and drone markets without disclosing what the complaint describes as a known and material logistics constraint affecting fourth-quarter revenues. 

Short-Seller Report and Weak 2026 Guidance Triggered the Alleged Corrective Disclosures 

On December 9, 2025, Wolfpack Research published a report titled SES’s Dying Biz Pivoting into Another AI Pipedream? Phantom Deals and a Related Entity Whose Registered Agent Was Allegedly Part of a $1 Billion Ponzi Scheme. The report alleged that SES AI had announced phantom deals, that its Molecular Universe platform resembled a basic AI wrapper rather than a genuinely proprietary product, and that the company was masking the deterioration of its automotive partnerships. The report also described on-the-ground visits to addresses associated with AISPEX and Hisun that allegedly revealed a building occupied by a different company and undeveloped land, respectively. 

The Wolfpack report also cited a former SES AI employee who stated that no one known to them was paying for Molecular Universe independently, and that revenue attributable to the platform appeared to stem from circular transactions rather than genuine market demand. The former employee was quoted as describing an arrangement in which SES AI would purchase goods from a supplier and that supplier would then purchase a Molecular Universe license, generating what appeared to be revenue that the employee compared to a rebate. 

On March 4, 2026, after market close, SES AI held its fourth-quarter 2025 earnings call. CFO Jing Nealis disclosed that full-year revenue came in at $21 million, impacted by logistics constraints that delayed shipments at year’s end, pushing approximately $1.5 million of revenue into the first quarter of 2026. The company also issued 2026 full-year revenue guidance of $30 to $35 million, well below the analyst consensus of approximately $51.67 million. The following day, SES AI stock fell approximately 36.8%, closing at $1.08. 

What the Alleged Misconduct Means for Investors Who Held SES AI Stock 

The complaint alleges that throughout the class period, SES AI investors were operating on materially incomplete and misleading information. By promoting deals with companies that Plaintiff alleges lacked the operational capacity to generate the revenues described, and by failing to disclose a logistics problem that was already affecting quarterly results, defendants allegedly caused the market price of SES AI securities to be artificially inflated. 

When the short-seller report surfaced in December 2025 and the company’s March 2026 earnings disclosure revealed logistics-related revenue delays and 2026 guidance below analyst expectations, investors who had purchased shares during the class period at allegedly inflated prices allegedly suffered losses as the stock declined sharply. The complaint connects the alleged inflation of share prices directly to the misstatements and omissions identified, and argues that the market reacted as those alleged misrepresentations were corrected. 

For investors who purchased SES AI securities between January 29, 2025, and March 4, 2026, and experienced losses, the question of whether those losses are recoverable turns on the legal theories asserted in the complaint and the facts developed through discovery. 

Legal Claims Assert Fraudulent Misrepresentations and Executive Control Liability Under Federal Securities Law 

The complaint asserts two counts under the Securities Exchange Act of 1934. Count I, brought against all defendants, alleges violations of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated by the Securities and Exchange Commission. These provisions prohibit materially false or misleading statements, material omissions, and deceptive conduct in connection with the purchase or sale of securities. The complaint alleges defendants acted with scienter, meaning they knew or recklessly disregarded that their statements were false or misleading. 

Count II is brought against Defendant Hu individually under Section 20(a) of the Exchange Act, which imposes liability on persons who control entities that commit violations. The complaint alleges Hu, as CEO and founder, had direct authority over the content of the company’s public statements and was therefore a controlling person within the meaning of the statute. Plaintiff seeks compensatory damages, attorneys’ fees, and other relief, and demands a jury trial. 

Investors who believe they may have been affected by the conduct alleged in this complaint are encouraged to consult with a qualified securities attorney to understand their potential rights and remedies

About Levi & Korsinsky, LLP 

Levi & Korsinsky, LLP is a nationally recognized securities litigation firm representing investors in complex shareholder actions. The firm has extensive expertise and a team of over 70 employees to serve our clients. Attorney advertising. Prior results do not guarantee similar outcomes. 

Disclaimer: This article is provided for informational purposes only and does not constitute legal advice. No attorney-client relationship is created by reading this article. Past results do not guarantee similar outcomes. 

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