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United States securities and exchange commission logo
June 15, 2021
Daniel Barel
Chief Executive Officer and Director
REE Automotive Ltd.
10 Aharon Maskin Street
Tel-Aviv, Israel
Re: REE Automotive Ltd.
Amendment No. 2 to
Registration Statement on Form F-4
Filed June 7, 2021
File No. 333-254070
Dear Mr. Barel:
We have reviewed your amended 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
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our May
25, 2021 letter.
Amendment #2 on Form F-4 filed June 7, 2021
Unaudited Historical Comparative and Pro Forma Combined Per Share Data
of 10X Capital and
REE, page 30
1. We note your revised
disclosures in response to prior comment 1; however, it continues to
appear to us the
disclosures on pages 30 and 179 related to the scenario assuming
maximum redemptions
should be revised to be consistent, in terms of the maximum
number of shares
assumed to be redeemed.
Unaudited Historical Condensed Combined Financial Information, page 179
2. We note your response
to prior comment 7 and the additional disclosures you provided
related to adjustment
(K) in note 3 on page 191. It appears to us you should also revise
Daniel Barel
REE Automotive Ltd.
June 15, 2021
Page 2
the pro forma statements of operations for the year ended December 31,
2020, for both the
maximum redemption and no redemption scenarios, to include the $394.4
million in
compensation expense that will be recorded when you issue the 39.4
million additional
options to REE s Founders. In addition to revising both pro forma
statements of
operations, please also revise all related pro forma disclosures
throughout the filing. Also,
we note due to the immediate vesting of the additional options to be
issued to the
Founders and the nominal exercise price, you have included the additional
options in the
weighted average shares used to calculate pro forma loss per share. It is
not clear to us
why you have not also included in the shares related to the additional
options as
outstanding in the tabular disclosures on pages 9, 181, and 223 (and any
other related
disclosures) and in the calculations of pro forma net book value per
share on page 30.
3. We note your response to prior comment 8 and the disclosures you provided
in note 4 on
page 193. It appears to us you should also revise note * on pages 186 and
187 to quantify
REE's potentially dilutive options and warrants that are excluded from
pro forma earnings
per share on a post split basis since the post split number of shares
represent the actually
shares excluded from the pro forma calculations.
Index to Financial Statements, page F-1
4. We note your response to prior comment 10; however, it does not appear
you have
included updated interim financial statements for 10X Capital in the
filing. Please advise
or revise.
Financial Statements - 10X Capital
Note 11 - Fair Value Measurements, page F-49
5. We note your response to prior comment 11; however, the fair values of
the Public
Warrants and Private Placement Warrants disclosed in the table on page
F-49 have not
been revised and continue to be transposed. Please revise.
You may contact SiSi Cheng, Staff Accountant, at (202) 551-5004 or Anne
McConnell,
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
questions.
Sincerely,
FirstName LastNameDaniel Barel
Division of
Corporation Finance
Comapany NameREE Automotive Ltd.
Office of
Manufacturing
June 15, 2021 Page 2
cc: Maia Gez
FirstName LastName