United States securities and exchange commission logo

                             April 7, 2021

       Daniel Barel
       Chief Executive Officer and Director
       REE Automotive Ltd.
       10 Aharon Maskin Street
       Tel-Aviv, Israel

                                                        Re: REE Automotive Ltd.
Statement on Form F-4
                                                            Filed March 10,
                                                            File No. 333-254070

       Dear Mr. Barel:

              We have reviewed your registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Form F-4 filed March 10, 2021


   1.                                                   Please add a question
and answer that addresses the positive and negative factors
                                                        considered when
determining to enter into the business combination agreement and its
                                                        rationale for approving
the transaction.
   2.                                                   Please add a question
and answer highlighting any material differences in the rights of
                                                        security holders as
result of the dual class structure.
 Daniel Barel
FirstName   LastNameDaniel Barel
REE Automotive    Ltd.
April       NameREE Automotive Ltd.
       7, 2021
April 27, 2021 Page 2
FirstName LastName
Q. What interest do the Sponsor and the current officers and directors of 10X
Capital have in the
Merger?, page 11

3.       We note that you intend to include the value of the Sponsor Shares and
Private Warrants
         as of the record date for the special meeting. In your next amendment
please fill in the
         brackets to include the value as of the most practicable date.
4.       Please quantify, here and elsewhere, the out-of-pocket expenses
incurred by your Sponsor,
         executive officers, directors, and their respective affiliates as of a
recent practicable date.
Unaudited Historical Comparative and Pro Forma Combined Per Share Data of 10X
Capital and
REE, page 28

5.       Please provide pro forma equivalent per share disclosures. Refer to
Part I.A Item 3,
         paragraph (f) of Form F-4. See Instruction 1 to the Item for guidance
on equivalent per
         share data.
Certain Unaudited Prospective Financial Information of REE, page 89

6.       The bullet points on pages 90 and 91 reference a number of
"assumptions that REE's
         management believed to be material" but lack necessary detail for
shareholders to evaluate
         and assess the validity of the projections as part of shareholders'
overall consideration of
         the merits of the Merger. Please revise to describe the following
assumptions with greater
         specificity and quantify where practicable:
             the "range of assumptions" related to "volumes, timelines, average
selling prices...and
             growth in the various markets REE is targeting;"
             the "forecasts" of the "corresponding costs" that are expected to
"vary significantly;"
             "key assumptions impacting profitability projections" such as the
costs of research
             and development and "associated software development costs,
including the cost of
             headcount, prototype vehicles, tooling and other third- party
engineering" and the
             "further assumptions" regarding REE   s sales and general
administration expenditures,
             including the costs related to headcount and third-party service
providers;" and
                the assumptions regarding "expenditure required to build REE
s future integration
             centers, including the cost of initial set up cost, the cost of
manufacturing and
             assembly equipment."

7.       Please revise to disclose the general effect of shareholder approval
including, but not
         limited to, the effect that your dual class structure will have on
Class A shareholders'
         ability to influence corporate matters.
Certain Material U.S. Federal Income Tax Considerations, page 111

8.       We note that you intend for the transaction to qualify as a
reorganization under Section
         368 of the Code, please revise your disclosures here to more clearly
state counsel's tax
 Daniel Barel
REE Automotive Ltd.
April 7, 2021
Page 3
         opinion on whether the transaction will qualify as such a
reorganization. In addition,
         please file a tax opinion as an exhibit to your registration
statement, or provide us with
         your analysis why the tax consequences are not material to an investor
and therefore no
         tax opinion is required to be filed. Please refer to Sections III.A.2
of Staff Legal Bulletin
         19 and Item 601(b)(8) of Regulation S-K.
REE'S BUSINESS, page 141

9.       We note your disclosure that you have projected unit sales of
approximately 737,000 REE
         platforms through the end of 2026, of which 260,000 platforms are
represented by
         references in signed, non-binding MOUs. Please discuss all material
terms of the non-
         binding MOUs including, but not limited to, the cancellation rights of
the potential
Total Addressable Market, page 143

10.      We note your use of Compound Annual Growth Rate (CAGR) estimates,
please revise
         your disclosure to include balancing language stating that there is no
guarantee that you
         will achieve comparable metrics in the future.
Key Agreements and Partnerships, page 151

11.      We note that you have entered into a number of agreements with
third-parties. Please file
         all material agreements as exhibits to your next amendment.
REE's Management's Discussion and Analysis of Financial Condition and Results
of Operations
Key Factors Affecting Operating Results, page 162

12.    In regard to the disclosures related to projected unit sales, please
more fully explain the
           Clarify whether the MOUs relate to existing products or products
being developed
            and, if applicable, address the anticipated time frame for
completing products being
           Disclose and discuss the actual terms of the signed, non-binding
MOUs, including the
            anticipated time frames for potential deliveries, whether any
deposits are required,
FirstName LastNameDaniel       Barel
            and if there are any  limits on the ability of potential customers
to cancel MOUs; and
Comapany    NameREE
           Explain        Automotive
                     your             Ltd.
                           basis for estimating  the projected unit sales,
including key underlying
April 7, 2021 Page 3
FirstName LastName
 Daniel Barel
FirstName   LastNameDaniel Barel
REE Automotive    Ltd.
April       NameREE Automotive Ltd.
       7, 2021
April 47, 2021 Page 4
FirstName LastName
Liquidity and Capital Resources, page 169

13.      Please quantify and more fully disclose and discuss REE's anticipated
long term liquidity
         requirements as well as its priorities based on potential changes in
the amount of
         redemptions and available cash after the merger.
Unaudited Pro Forma Condensed Combined Financial Information, page 174

14.      Please reconcile the number of shares to be held by existing REE
shareholders in the
         tabular disclosure on page 176 with the disclosure on page 9. Please
also more fully
         explain the disclosure that the REE class B ordinary shares, that will
be issued to the
         founders and carry 10 votes per share, have no economic or
participating rights and have
         been excluded from the calculations of earnings per share. Please
clarify where and how
         the founders economic rights/interests will be held.

15.      Refer to note 4 adjustment (D) on page 186. It is not clear to us why
the estimated
         transactions costs are not being reflected as being paid by reducing
cash and accrued
         expenses to more appropriately present the amount of pro forma cash
that will be
         available subsequent to the merger. Please clarify or revise your
disclosures accordingly.
16.      Refer to note 4 adjustment (K) on page 186. It is not clear to us what
this adjustment
         relates to or where this transaction is disclosed and discussed in the
filing. Please more
         fully disclose and discuss the terms of and the proposed accounting
for the stock options
         to be issued to the founders. In addition, we note references to
adjustment (L) in the pro
         forma balance sheets but no corresponding adjustment is included in
the related
17.      Refer to note 5 on page 187. Please quantify any potentially dilutive
shares that are
         excluded from the calculations of historical and pro forma net loss
per share.
Index to Financial Statements, page F-1

18.      Please provide updated financial statements and related disclosures
throughout the filing
         for both REE and 10X Capital in accordance with Item 8.A.4 of Form
20-F and Rule 8-08
         of Regulation S-X.
Consolidated Financial Statements - REE Automotive Ltd and Its Subsidiaries
Consolidated Statements of Comprehensive Loss, page F-4

19.      Please address the following:
             To be consistent with disclosures throughout the filing, please
present operating
             losses, net losses, net comprehensive losses, and loss per share
amounts in
             parentheses to clearly identify them as negative amounts here and
throughout the
             notes to the financial statements; and
             We note the historical financial statements and all related share
and per share
 Daniel Barel
FirstName   LastNameDaniel Barel
REE Automotive    Ltd.
April       NameREE Automotive Ltd.
       7, 2021
April 57, 2021 Page 5
FirstName LastName
              disclosures throughout the filing do not reflect the stock split
that will occur as a
              result of the merger. Explain to us if and how the stock split is
expected to be
              reflected in the filing prior to effectiveness, including in the
historical financial
Note 2 - Significant Accounting Policies
Stock-based compensation, page F-11

20.      You disclose that management determined the fair value of your
ordinary shares, with
         input from valuation reports prepared by third-party valuation
specialists. Please revise
         your disclosures in MD&A to address any material differences between
the valuations
         management used to determine the fair values of recently granted stock
options relative to
         the fair value implied by the current merger transaction.
Note 12 - Segments, page F-29

21.      You refer to your two operating segments as Automotive and SoftWheel
in MD&A;
         however, you refer to your two operating segments as REE and SoftWheel
in the Segment
         note. Please use consistent terminology throughout the filing.
22.      Please disclose revenues and long-lived assets related to your country
of domicile and also
         specifically identify each other individual foreign country that is
listed and deemed
         material. In addition, please disclose the method you use to attribute
revenues from
         external customers to individual countries. Refer to ASC 280-10-50-41.
This comment is
         also applicable to the disclosures on page F-39.

Financial Statements - 10X Capital
Note 6 - Commitments
Registration Rights, page F-59

23.      Please disclose whether there are any maximum cash penalties under the
         rights agreement, if applicable. Please also disclose any additional
penalties resulting from
         delays in registering your common stock. Refer to ASC 825-20-50-1.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
 Daniel Barel
REE Automotive Ltd.
April 7, 2021
Page 6

       You may contact SiSi Cheng, Staff Accountant, at (202) 551-5004 or Anne
Staff Accountant, at (202) 551-3709 if you have questions regarding comments on
the financial
statements and related matters. Please contact Sergio Chinos, Staff Attorney,
at (202) 551-
7844 or Perry Hindin, Special Counsel, at (202) 551-3444 with any other

FirstName LastNameDaniel Barel
                                                          Division of
Corporation Finance
Comapany NameREE Automotive Ltd.
                                                          Office of
April 7, 2021 Page 6
cc:       Maia Gez
FirstName LastName