REE Automotive (REE) 424B3 Prospectus supplement

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-258963

PROSPECTUS SUPPLEMENT NO. 1
(to prospectus dated August 30, 2021)

REE AUTOMOTIVE LTD.

39,041,351 Class A Ordinary Shares
5,500,000 Warrants to Purchase Class A Ordinary Shares
15,562,500 Class A Ordinary Shares Underlying Warrants

This prospectus supplement amends and supplements the prospectus dated August 30, 2021 (the “Prospectus”) which forms a part of our Registration Statement on Form F-1, as amended and supplemented (Registration Statement No. 333-258963). This prospectus supplement is being filed to update and supplement the information included in the Prospectus with the GAAP financial statements tables contained in our report of foreign private issuer on Form 6-K, furnished to the Securities and Exchange Commission (the “SEC”) on November 16, 2021 (the “Form 6-K”). Such tables from the Form 6-K are attached to this prospectus supplement.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

Our Class A ordinary shares, without par value (“Class A Ordinary Shares”), and warrants to purchase Class A Ordinary Shares (“Warrants”) are traded on The Nasdaq Global Market (“Nasdaq”) under the symbols “REE” and “REEAW,” respectively. The last reported sale price of the Ordinary Shares on November 15, 2021 was $4.19 per share, and the last reported sale price of the Warrants on November 15, 2021 was $0.808 per warrant, as reported on Nasdaq.

You should read the Prospectus and any prospectus supplement or amendment carefully before you invest in our securities. Investing in the Company’s securities involves risks. See “Risk Factors” beginning on page 10 of the Prospectus.

Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or passed upon the adequacy or accuracy of the Prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is November 16, 2021.

REE AUTOMOTIVE LTD.

Condensed Consolidated Statements of Operations

U.S. dollars in thousands (except share and per share data)

(Unaudited)

	Three Months Ended									Nine Months Ended
	September 30,			June 30,			September 30,			September 30,			September 30,
	2021			2021			2020			2021			2020
Revenues		-			-			119			6			336
Cost of sales		324			4			224			339			569
Gross loss		(324	)		(4	)		(105	)		(333	)		(233	)
Operating expenses:
Research and development expenses, net		212,438			9,545			4,465			229,132			24,618
Selling, general and administrative expenses		219,507			21,590			14,301			246,545			32,520
Total operating expenses		431,945			31,135			18,766			475,677			57,138
Operating loss		(432,269	)		(31,139	)		(18,871	)		(476,010	)		(57,371	)
Income from warrant revaluation		17,263			-			-			17,263			-
Financial income, net		114			8			84			126			377
Net loss before income tax		(414,892	)		(31,131	)		(18,787	)		(458,621	)		(56,994	)
Income tax expense		13			45			-			58			-
Net loss		(414,905	)		(31,176	)		(18,787	)		(458,679	)		(56,994	)
Net comprehensive loss		(414,905	)		(31,176	)		(18,787	)		(458,679	)		(56,994	)
Basic and diluted net loss per share		(1.57	)		(0.16	)		(0.12	)		(2.09	)		(0.37	)
Weighted average number of ordinary shares and preferred shares used in computing basic and diluted net loss per share		264,141,657			198,999,979			159,596,841			219,207,053			152,393,020

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REE AUTOMOTIVE LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands (except share and per share data)

	September 30,			December 31,
	2021			2020
	Unaudited			Audited
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	294,489		$	44,707
Restricted cash		1,074			800
Short-term deposits		-			1,667
Inventory		253			271
Trade receivables		1			55
Other receivables and prepaid expenses		10,612			428
Total current assets		306,429			47,928
NON-CURRENT ASSETS:
Deferred transaction costs		-			328
Property and equipment, net		1,921			755
Total non-current assets		1,921			1,083
TOTAL ASSETS	$	308,350		$	49,011
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Trade payables	$	3,399		$	970
Other payables and accrued expenses		7,358			2,260
Deferred revenues		578			-
Total current liabilities		11,335			3,230
NON-CURRENT LIABILITIES:
Warrants liability		14,795			-
Total non-current liabilities		14,795			-
TOTAL LIABILITIES		26,130			3,230
SHAREHOLDERS’ EQUITY:
Ordinary and Preferred shares(1)		-			-
Additional paid-in capital		850,077			154,959
Accumulated deficit		(567,857	)		(109,178	)
Total shareholders’ equity		282,220			45,781
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	308,350		$	49,011

(1) Shares and per share data are presented on a retroactive basis to reflect the stock split following completion of the Merger on July 22, 2021.

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REE AUTOMOTIVE LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

U.S. dollars in thousands

(Unaudited)

	Nine Months Ended September 30,
	2021			2020
Cash flows from operating activities:
Net loss		(458,679	)		(56,994	)
Adjustments required to reconcile net loss to net cash used in operating activities:
Depreciation		292			115
Capital loss		92			18
Share-based compensation		433,962			48,039
Revaluation of warrants liability		(17,263	)		-
Transaction costs related to warrants		2,887			-
Decrease in inventory		18			49
Decrease (increase) in trade receivables		54			(61	)
Increase in other receivables and prepaid expenses		(10,124	)		(343	)
Increase in trade payables		2,635			866
Increase in other payables and accrued expenses		4,879			767
Deferred revenues		578			-
Net cash used in operating activities		(40,669	)		(7,544	)
Cash flows from investing activities:
Proceeds from deposits		1,667			-
Purchase of property and equipment		(1,428	)		(510	)
Net cash provided by (used in) investing activities		239			(510	)
Cash flows from financing activities:
Proceeds from exercise of warrants to preferred shares		2,907			-
Proceeds from merger, net of transaction costs		287,579			-
Proceeds from exercise of ordinary shares		-			209
Proceeds from issuance of Preferred shares, net		-			25,825
Net cash provided by financing activities		290,486			26,034
Increase in cash, cash equivalents and restricted cash		250,056			17,980
Cash, cash equivalents and restricted cash at beginning of year		45,507			27,712
Cash, cash equivalents and restricted cash at end of period	$	295,563		$	45,692

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