Cover
Cover | 12 Months Ended |
Dec. 31, 2021shares | |
Document Information [Line Items] | |
Document Type | 20-F |
Document Registration Statement | false |
Document Annual Report | true |
Document Period End Date | Dec. 31, 2021 |
Current Fiscal Year End Date | --12-31 |
Document Transition Report | false |
Document Shell Company Report | false |
Entity File Number | 001-40649 |
Entity Registrant Name | REE Automotive Ltd. |
Entity Incorporation, State or Country Code | L3 |
Entity Address, Address Line One | Kibbutz Glil-Yam |
Entity Address, Postal Zip Code | 4690500 |
Entity Address, Country | IL |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Document Accounting Standard | U.S. GAAP |
Entity Shell Company | false |
Entity Central Index Key | 0001843588 |
Document Fiscal Year Focus | 2021 |
Document Fiscal Period Focus | FY |
Amendment Flag | false |
Ordinary shares - Class A | |
Document Information [Line Items] | |
Title of 12(b) Security | Class A ordinary shares, without par value |
Trading Symbol | REE |
Security Exchange Name | NASDAQ |
Entity Common Stock, Shares Outstanding (in shares) | 234,262,636 |
Warrant | |
Document Information [Line Items] | |
Title of 12(b) Security | Warrants to purchase Class A ordinary shares |
Trading Symbol | REEAW |
Security Exchange Name | NASDAQ |
Ordinary shares - Class B | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding (in shares) | 83,417,110 |
Business Contact | |
Document Information [Line Items] | |
Entity Address, Address Line One | Kibbutz Glil-Yam |
Entity Address, Postal Zip Code | 4690500 |
Entity Address, Country | IL |
Contact Personnel Name | Daniel Barel |
City Area Code | 972 |
Local Phone Number | (77) 899-5200 |
Contact Personnel Email Address | investors@ree.auto |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Firm ID | 1281 |
Auditor Name | KOST FORER GABBAY & KASIERER |
Auditor Location | Tel-Aviv, Israel |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
CURRENT ASSETS: | |||
Cash and cash equivalents | $ 275,772,000 | $ 44,707,000 | |
Restricted cash | 138,000 | 800,000 | |
Short-term deposits | 0 | 1,667,000 | |
Inventory | 0 | 271,000 | |
Trade receivables | 0 | 55,000 | |
Other accounts receivable and prepaid expenses | 12,162,000 | 428,000 | |
Total current assets | 288,072,000 | 47,928,000 | |
NON-CURRENT ASSETS: | |||
Non-current restricted cash | 1,005,000 | 0 | |
Other accounts receivable | 1,184,000 | 0 | |
Deferred transaction costs | 0 | 328,000 | |
Property and equipment, net | 2,675,000 | 755,000 | |
Total non-current assets | 4,864,000 | 1,083,000 | |
TOTAL ASSETS | 292,936,000 | 49,011,000 | |
CURRENT LIABILITIES: | |||
Trade payables | 4,538,000 | 970,000 | |
Other accounts payable and accrued expenses | 16,018,000 | 2,260,000 | |
Total current liabilities | 20,556,000 | 3,230,000 | |
NON-CURRENT LIABILITIES: | |||
Deferred revenues | 943,000 | 0 | |
Warrants liability | 21,034,000 | 0 | |
Total non-current liabilities | 21,977,000 | 0 | |
TOTAL LIABILITIES | 42,533,000 | 3,230,000 | |
Commitments and Contingencies (Note 8) | |||
SHAREHOLDERS’ EQUITY: | |||
Ordinary and Preferred shares | [1] | 0 | 0 |
Additional paid-in capital | 864,911,000 | 154,959,000 | |
Accumulated deficit | (614,508,000) | (109,178,000) | |
Total shareholders’ equity | 250,403,000 | 45,781,000 | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 292,936,000 | $ 49,011,000 | |
[1] | Prior period results have been retroactively adjusted to reflect the 1:26.7017 stock split and the changes in par value from 0.01 NIS to no par value effected on July 22, 2021. See also Note 7, Merger with 10X Capital, for details. |
CONSOLIDATED STATEMENT OF COMPR
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | |
Revenues | $ 6 | $ 388 | $ 681 |
Cost of sales | 995 | 647 | 490 |
Gross loss | (989) | (259) | 191 |
Operating expenses: | |||
Research and development expenses, net | 252,424 | 29,589 | 7,038 |
Selling, general and administrative expenses | 262,083 | 38,250 | 7,178 |
Total operating expenses | 514,507 | 67,839 | 14,216 |
Operating loss | (515,496) | (68,098) | (14,025) |
Income from warrants remeasurement | 11,024 | 0 | 0 |
Financial income, net | 423 | 385 | 1,830 |
Net loss before income tax | (504,049) | (67,713) | (12,195) |
Income tax expense | 1,281 | 0 | 0 |
Net loss | (505,330) | (67,713) | (12,195) |
Net comprehensive loss | $ (505,330) | $ (67,713) | $ (12,195) |
Weighted average number of ordinary shares and preferred shares used in computing basic net loss per share (in shares) | shares | 235,612,764 | 155,930,380 | 126,592,395 |
Weighted average number of ordinary shares and preferred shares used in computing diluted net loss per share (in shares) | shares | 235,612,764 | 155,930,380 | 126,592,395 |
Ordinary shares - Class A | |||
Operating expenses: | |||
Basic net loss per share (in USD per share) | $ / shares | $ (2.14) | $ (0.43) | $ (0.10) |
Diluted net loss per share (in USD per share) | $ / shares | $ (2.14) | $ (0.43) | $ (0.10) |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY $ in Thousands | USD ($)shares | ₪ / shares | Ordinary sharesOrdinary shares - Class AUSD ($)shares | Ordinary sharesOrdinary shares - Class BUSD ($)shares | Preferred sharesUSD ($)shares | Receivables on account of sharesUSD ($) | Additional Paid-in CapitalUSD ($) | Accumulated DeficitUSD ($) |
Balance at beginning of period (in shares) at Dec. 31, 2018 | shares | 26,200,558 | 0 | 96,015,577 | |||||
Balance at beginning of period at Dec. 31, 2018 | $ 13,332 | $ 0 | $ 0 | $ 0 | $ (89) | $ 42,691 | $ (29,270) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Received on account of shares | 89 | 89 | ||||||
Issuance of shares (in shares) | shares | 7,296,925 | |||||||
Issuance of shares, net | 18,680 | 18,680 | ||||||
Exercise of options (in shares) | shares | 4,852,388 | |||||||
Exercise of options | 305 | 305 | ||||||
Conversion of ordinary shares (in shares) | shares | (2,783,622) | 2,783,622 | ||||||
Conversion of preferred shares (in shares) | shares | 11,803,687 | (11,803,687) | ||||||
Conversion of convertible loan (in shares) | shares | 878,191 | |||||||
Conversion of convertible loan | 2,353 | 2,353 | ||||||
Recognition of beneficial ownership feature on convertible loan | 355 | 355 | ||||||
Extinguishment of beneficial conversion feature on convertible loan | (2,353) | (2,353) | ||||||
Share-based compensation | 7,046 | 7,046 | ||||||
Net loss | (12,195) | (12,195) | ||||||
Balance at end of period (in shares) at Dec. 31, 2019 | shares | 40,073,011 | 0 | 95,170,628 | |||||
Balance at end of period at Dec. 31, 2019 | 27,612 | $ 0 | $ 0 | $ 0 | 0 | 69,077 | (41,465) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of shares (in shares) | shares | 9,638,101 | |||||||
Issuance of shares, net | $ 25,825 | 25,825 | ||||||
Exercise of options (in shares) | shares | 5,198,548 | 5,198,548 | ||||||
Exercise of options | $ 209 | 209 | ||||||
Exercise of warrants (in shares) | shares | 25,990,711 | |||||||
Exercise of warrants | 7,085 | 7,085 | ||||||
Share-based compensation | 52,763 | 52,763 | ||||||
Net loss | (67,713) | (67,713) | ||||||
Balance at end of period (in shares) at Dec. 31, 2020 | shares | 45,271,559 | 0 | 130,799,440 | |||||
Balance at end of period at Dec. 31, 2020 | $ 45,781 | $ 0 | $ 0 | $ 0 | 0 | 154,959 | (109,178) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Common stock par value (in NIS per share) | ₪ / shares | ₪ 0.01 | |||||||
Issuance of shares (in shares) | shares | 2,610,101 | 83,417,110 | ||||||
Exercise of options (in shares) | shares | 3,715,925 | 3,715,925 | ||||||
Exercise of options | $ 809 | 809 | ||||||
Exercise of warrants (in shares) | shares | 10,662,377 | |||||||
Exercise of warrants | 2,907 | 2,907 | ||||||
Conversion of preferred shares (in shares) | shares | 141,461,817 | (141,461,817) | ||||||
PIPE and merger financing (in shares) | shares | 41,203,234 | |||||||
SPAC merger and PIPE financing | 258,159 | 258,159 | ||||||
Share-based compensation | 448,077 | 448,077 | ||||||
Net loss | (505,330) | (505,330) | ||||||
Balance at end of period (in shares) at Dec. 31, 2021 | shares | 234,262,636 | 83,417,110 | 0 | |||||
Balance at end of period at Dec. 31, 2021 | $ 250,403 | $ 0 | $ 0 | $ 0 | $ 0 | $ 864,911 | $ (614,508) |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Cash flows from operating activities: | |||
Net loss | $ (505,330) | $ (67,713) | $ (12,195) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 484 | 166 | 82 |
Share-based compensation | 448,077 | 52,763 | 7,046 |
Financial income with respect to convertible loan, net | 0 | 0 | (1,645) |
Remeasurement of warrant liability | (11,024) | 0 | 0 |
Transaction costs related to warrants | 2,887 | 0 | 0 |
Decrease (increase) in inventory | 271 | 107 | (111) |
Decrease (increase) in trade receivables | 55 | (20) | 21 |
Increase in other accounts receivable and prepaid expenses | (12,859) | (137) | (89) |
Increase (decrease) in deferred revenues | 943 | (10) | (270) |
Increase in trade payables | 3,782 | 368 | 332 |
Increase in other accounts payable and accrued expenses | 13,450 | 1,396 | 2 |
Other | 125 | 18 | 1 |
Net cash used in operating activities | (59,139) | (13,062) | (6,826) |
Cash flows from investing activities: | |||
Proceeds from (investments in) bank deposits | 1,667 | (1,667) | 0 |
Purchase of property and equipment | (2,415) | (595) | (162) |
Net cash used in investing activities | (748) | (2,262) | (162) |
Cash flows from financing activities: | |||
Proceeds from issuance of Preferred shares, net | 0 | 25,825 | 18,680 |
Proceeds from exercise of warrants to preferred shares | 2,907 | 7,085 | 0 |
Proceeds from convertible loan | 0 | 0 | 2,000 |
Receivables on account of shares | 0 | 0 | 89 |
Proceeds from SPAC merger and PIPE financing, net of transaction costs | 287,579 | 0 | 0 |
Proceeds from exercise of options | 809 | 209 | 305 |
Net cash provided by financing activities | 291,295 | 33,119 | 21,074 |
Increase in cash, cash equivalents and restricted cash | 231,408 | 17,795 | 14,086 |
Cash, cash equivalents and restricted cash at beginning of year | 45,507 | 27,712 | 13,626 |
Cash, cash equivalents and restricted cash at end of period | 276,915 | 45,507 | 27,712 |
Non-cash activity: | |||
Deferred transaction costs | 0 | 328 | 0 |
Purchase of property and equipment included in accounts payable or accrued | 114 | 61 | 0 |
Recognition of beneficial conversion feature on convertible loan | 0 | 0 | 355 |
Supplemental cash flow: | |||
Cash received for interest | 394 | 457 | 187 |
Reconciliation of cash, cash equivalents and restricted cash: | |||
Cash and cash equivalents | 275,772 | 44,707 | 27,619 |
Restricted cash | 138 | 800 | 93 |
Non-current restricted cash | 1,005 | 0 | 0 |
Total cash, cash equivalents and restricted cash | $ 276,915 | $ 45,507 | $ 27,712 |
GENERAL
GENERAL | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GENERAL | GENERAL REE Automotive Ltd. was incorporated in Israel on January 16, 2011. REE Automotive Ltd. has established wholly-owned subsidiaries in the United States, Germany, Japan and the United Kingdom (the “Subsidiaries”). REE Automotive Ltd. and its subsidiaries (the “Company” or “we”) is a development stage company actively executing our business plan and establishing strategic collaborations with industry leaders to expand our industry footprint across segments. We are currently developing full vehicle prototypes with REEcorner TM technology, preparing to commence commercial trials of our P7 Platform. On February 3, 2021, the Company entered into a merger agreement (the “Merger Agreement”) with 10X Capital Venture Acquisition Corp (“10X Capital”), a Delaware corporation and special purpose acquisition company (“SPAC”), and Spark Merger Sub, Inc., a wholly-owned subsidiary of the Company, pursuant to which Merger Sub merged with and into 10X Capital (the “Merger”). The Merger was consummated on July 22, 2021 (the “Closing Date”) with 10X Capital becoming a wholly-owned subsidiary of the Company, and the securityholders of 10X Capital becoming securityholders of the Company. The Company became a Nasdaq listed publicly traded company on July 23, 2021, trading under the ticker symbols “REE” and “REEAW” (for further information see Note 7). |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”). Use of estimates The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates, judgments and assumptions. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period and accompanying notes. Actual results could differ from those estimates. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. The novel coronavirus (“COVID-19”) pandemic has created, and may continue to create, significant uncertainty in macroeconomic conditions, and the extent of its impact on the Company’s operational and financial performance will depend on certain developments, including the duration and spread of the outbreak and the impact on the Company’s customers and its sales cycles. The Company considered the impact of COVID-19 on the estimates and assumptions and determined that there were no material adverse impacts on the consolidated financial statements for the period ended December 31, 2021. As events continue to evolve and additional information becomes available, the Company’s estimates and assumptions may change materially in future periods. Financial statements in U.S. dollars The currency of the primary economic environment in which REE Automotive Ltd. and its subsidiaries operates is the U.S. dollar. Thus, the functional and reporting currency of the Company is the U.S. dollar. Accordingly, foreign currency assets and liabilities are remeasured into U.S. dollars at the end-of-period exchange rates except for non-monetary assets and liabilities, which are measured at historical exchange rates. Revenue and expenses are remeasured each day at the exchange rate in effect on the day the transaction occurred. Principles of consolidation The consolidated financial statements include the accounts of REE Automotive Ltd. and its subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation. Cash and cash equivalents Cash and cash equivalents consist of cash in banks and bank deposits. The Company considers all highly liquid investments, with an original maturity of three months or less at the date of purchase, to be cash equivalents. Short-term deposits Short term deposits are deposits with maturities over three months from the date of purchase and of up to one year. Such deposits are stated at cost which approximates market value. As of December 31, 2021, there were no bank deposits recorded. As of December 31, 2020 the company had a bank deposit of $1,667 which was denominated in U.S. dollars. Restricted cash Restricted cash are deposits with maturity of less than three months. The restricted cash deposits are primarily invested in highly liquid deposits and used as a security for the Company’s lease agreements and credit card security. Deferred transaction costs Deferred transaction costs consist primarily of accounting, legal, and other fees related to the Merger agreement. Upon consummation of the Merger, deferred transaction costs were reclassified to shareholders’ equity and recorded against the proceeds from the Merger. As of December 31, 2021 there were no deferred transaction costs recorded. The Company capitalized $328 of deferred transaction costs recorded as non current in the consolidated balance sheet as of December 31, 2020. Impairment for long-lived assets Long-lived assets of the Company are reviewed for impairment in accordance with ASC 360, “Property, Plant and Equipment” whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company determined that there were no events or changes in circumstances that indicated that its long-lived assets were impaired during the years ended December 31, 2021, 2020, and 2019. Inventory Inventory is stated at the lower of cost or net realizable value. Inventory write-offs, for slow-moving items, is provided to cover risks arising from slow-moving items, technological obsolescence, excess inventories and discontinued products. Cost is determined as follows: Raw materials — at cost of purchase using the first-in, first-out method. Finished products — based on actual cost, and which includes materials and shipment costs. Standard costs are monitored and updated as necessary, to reflect the changes in raw material costs and labor and overhead rates. The Company assesses the carrying value of its inventory for each reporting period to ensure inventory is reported at the lower of cost or net realizable value in accordance with ASC 330-10-35. Charges for obsolete and slow-moving inventories are recorded based upon an analysis of specific identification of obsolete inventory items and quantification of slow-moving inventory items. These assessments consider various factors, including historical usage rate, technological obsolescence, estimated current and future market values and new product introduction. In cases when there is evidence that the anticipated utility of goods, in their disposal in the ordinary course of business, will be less than the historical cost of the inventory, the Company recognizes the difference as a current period charge to earnings and carries the inventory at the reduced cost basis until it is sold or disposed of. December 31, 2021 December 31, 2020 Raw materials $ — $ 31 Finished goods — 240 $ — $ 271 The Company recorded an inventory write-off in the amount of $251, $70, and $109 for the years ended December 31, 2021, 2020, and 2019 respectively. Trade receivables, net Trade receivables are recorded at the invoiced amount and amounts for which revenue has been recognized but not invoiced, net of allowance for doubtful accounts. The allowance for doubtful accounts is based on the Company’s assessment of the collectability of accounts. Trade receivables deemed uncollectable are charged against the allowance for doubtful accounts when identified. Property and equipment, net Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straight-line method over the estimated useful lives of the assets at the following annual rates: % Computers and peripheral equipment 15%-33% Electronic equipment 10%-33% Office furniture and equipment 6% Leasehold improvements Shorter of the term of the lease or useful life Internal use software Costs incurred during the application development of software for internal use, and not for sale, are capitalized and amortized over the useful life in the consolidated statement of comprehensive loss. Pre-production costs related to long-term supply agreements The Company anticipates incuring pre-production engineering, development and tooling costs related to products produced for its customers under future potential long-term supply agreements. Engineering, testing and other costs incurred in the design and development of production parts will be expensed as incurred, unless the costs are contractually reimbursable. Pre-production costs related to potential long-term supply arrangements with a contractual guarantee for reimbursement are included in other assets. Research and development, net Research and development costs include personnel-related expenses associated with the Company’s engineering personnel and consultants responsible for the design, development and testing of its products and allocated overhead. Research and development costs are expensed as incurred and are presented net of the amount of any grants the Company receives for research and development in the period in which the grant was received. Grants The Company receives royalty-bearing grants, which represents participation of the Israel Innovation Authority (the “IIA”) in approved programs for research and development for the technology related to Softwheel products. In 2021, the Company applied to the IIA and was approved to update the definition of royalties set for the Company, so that the Company will be obligated to pay royalties solely on revenues generated from Softwheel products (and not the Company’s automotive activity). These amounts are recognized on the accrual basis as a reduction of research and development expenses as such expenses are incurred. For the years ended December 31, 2021, 2020, and 2019 there were no royalty-bearing grants from the IIA, respectively. The Company receives royalty-bearing grants, which represents participation of Israeli-United states foundation (“BIRD”) in approved programs for research and development for the technology related to Softwheel products. These amounts are recognized on the accrual basis as a reduction of research and development expenses as such expenses are incurred. For the years ended December 31, 2021, 2020, and 2019 there were $105, $0, and $202 royalty-bearing grants as a reduction of research and development, respectively. During 2021, 2020, and 2019, the Company received grants in amount of $72, $274, and $256 from the Innovation and Networks Executive Agency (INEA), under the powers delegated by the European Commission. The Company recorded this amount as a reduction of research and development. On August 19, 2021, the Company was awarded a $17,000 grant from the UK government as part of a $57,000 investment, coordinated through the Advanced Propulsion Centre (‘APC’). The project runs from November 1, 2021 until January 2024. Funds spent on the project are claimed the month after each three month period and paid in the following month. As the APC reserves the right to recover the grant amount and the Company has no past history with the APC, the amounts of the grant are recognized as a reduction of research and development expenses when the cash is realizable. For the year ended December 31, 2021 there were no royalty-bearing grants as a reduction of research and development. I sraeli severance pay Pursuant to Section 14 of Israel’s Severance Compensation Law, 1963 (“Section 14”), the Israeli parent’s employees are included under this section and entitled only to monthly deposits at a rate of 8.33% of their monthly salary, made on their behalf with insurance companies. Payments in accordance with Section 14 release REE Automotive Ltd. from any future severance payments in respect of those employees. As a result, the related obligation and amounts deposited on behalf of such obligation are not stated on the balance sheet, as the Company is legally released from severance obligation to employees once the amounts have been deposited, and the Company has no further legal ownership on the amounts deposited. For the years ended December 31, 2021, 2020, and 2019, severance pay expenses amounted to $842, $386, and $167, respectively. Employee benefit plan – Defined contribution plan The Company maintains a defined contribution 401(k) retirement savings plan for its U.S. employees. Each participant in the 401(k) retirement savings plan may elect to contribute a percentage of his or her annual compensation up to a specified maximum amount allowed under U.S. Internal Revenue Service regulations. The Company matches employee contributions to a maximum of 4% of the participant annual compensation. For the years ended December 31, 2021 and 2020 the employer expenses related to the match amounted to $76 and $5, respectively. The Company maintains a privately administered pension insurance plan in the United Kingdom. Contributions to the plan are recognized as employee benefit expense when due. The Company matches employee contributions to a maximum of 3% of base salary of the participant annual compensation. For the year ended December 31, 2021 the employer expenses related to the match amounted to $119. Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, and restricted cash. The Company’s cash, cash equivalents and restricted cash are invested in high-quality banks in Israel and the United States. Generally, these deposits may be redeemed upon demand and, therefore, bear low risk. The Company has no significant off-balance-sheet concentrations of credit risk such as, foreign exchange contracts and option contracts. Stock-based compensation The Company accounts for share-based compensation to employees and non-employees in accordance with ASC 718, “Compensation — Stock Compensation”, (“ASC 718”), which requires companies to estimate the fair value of equity-based payment awards on the date of grant based on the fair value of the awards granted. The Company grants awards that vest upon the satisfaction of service condition and in certain grants performance and market conditions as well. For awards with no performance conditions, the Company recognizes the related share-based compensation expense on a straight-line basis over the requisite service period of the awards, including awards with graded vesting. For awards with performance conditions the share-based compensation expense is recognized if and when the Company concludes that it is probable that the performance condition will be achieved and where the performance condition awards include graded vesting, the share-based compensation expense is recognized based on the accelerated method. The Company reassesses the probability of vesting at each reporting period for awards with performance conditions and adjust compensation cost based on its probability assessment. The Company recognizes a cumulative catch-up adjustment for changes in its probability assessment in subsequent reporting periods. The Company accounts for forfeitures as they occur. The fair value of certain performance share options with market-based performance conditions granted under the employee equity plan was estimated on the grant date using the Monte Carlo valuation methodology. The Company used the following weighted-average assumptions for options granted to employees and non-employees: December 31, 2021 December 31, 2020 December 31, 2019 Expected volatility 60.8% — 69.0% 53.8% — 66.2% 53.8% — 60.6% Risk-Free interest rate 0.53% — 1.07% 0.38% — 2.38% 1.75% — 2.38% Expected dividend yield 0% 0% 0% Expected life (years) 5.10 5.33 5.72 These assumptions and estimates were determined as follows: Fair value of Ordinary shares — The Company’s Ordinary shares have a limited history of being publicly traded.Prior to the consummation of the merger, the fair value was determined by management, with input from valuation reports prepared by third-party valuation specialists. In determining the fair value of ordinary shares subsequent to the consummation of the Merger agreement, the board of directors considered the grant date fair value for share-based awards as of the closing price of our ordinary shares on NASDAQ on the date of grant. Risk-free interest rate — The Company determined the risk-free interest rate by using a weighted-average equivalent to the expected term based on the U.S. Treasury yield curve in effect as of the date of grant. Expected term — The expected term of options granted is based on historical experience and represents the period of time that options granted are expected to be outstanding. There is not sufficient historical share exercise data to calculate the expected term of the share options. The Company determines the expected term using the simplified method. The simplified method deems the term to be the average of the time-to-vesting and the contractual life of the options. Expected volatility — Since the Company has a limited trading history of its Ordinary shares, there is not sufficient historical volatility for the expected term of the share options. The expected volatility is derived from the average historical share volatilities of several unrelated public companies within the Company’s industry that the Company considers to be comparable to its own business over a period equivalent to the option’s expected term. Expected dividend yield - The Company does not anticipate paying any dividends in the foreseeable future. Thus, the Company used 0% as its expected dividend yield. Fair value of financial instruments Fair value is defined as the exchange price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company measures financial assets and liabilities at fair value at each reporting period using a fair value hierarchy which requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value: Level 1 — quoted prices in active markets for identical assets or liabilities. Level 2 — inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 — unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Financial instruments consist of cash equivalents, restricted cash, trade receivables, other accounts receivable, trade payables, and other accounts payable and accrued expenses. The estimated fair values of these financial instruments approximate their carrying value as presented, due to their short term maturities. We consider public warrant liabilities to be Level 1 and private warrants are measured at fair value using Level 3 inputs. The financial liability for the warrant liabilities are accounted for at fair value through profit and loss. Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance. The assessment considers whether the warrants are freestanding financial instruments, meet the definition of a liability under ASC 480, are indexed to the Company’s own shares and whether the warrants are eligible for equity classification under ASC 815-40. This assessment is conducted at the time of warrant issuance and as of each subsequent reporting period end date while the warrants are outstanding. Warrants that meet all the criteria for equity classification, are required to be recorded as a component of additional paid-in capital. Warrants that do not meet all the criteria for equity classification, are required to be recorded as liabilities at their initial fair value on the date of issuance and remeasured to fair value through earnings at each balance sheet date thereafter. The Company classified the warrants (both public and private) as a liability pursuant to ASC 815-40 since the warrants do not meet the equity classification conditions. Accordingly, the Company measured the warrants at their fair value. The warrants liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of comprehensive loss. Basic and diluted loss per share Prior to the consummation of Merger, the Company computed net loss per share using the two-class method required for participating securities. The two-class method requires income available to Ordinary shareholders for the period to be allocated between Ordinary shares and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company considered its Convertible Preferred shares to be participating securities as the holders of the Convertible Preferred shares would be entitled to dividends that would be distributed to the holders of Ordinary shares, on a pro-rata basis assuming conversion of all Convertible Preferred shares into Ordinary shares. These participating securities contractually require the holders of such shares to participate in the Company’s losses. As such, net loss for the period presented was allocated to the Company’s participating securities. The Company’s basic net loss per share was calculated by dividing net loss attributable to Ordinary shareholders and preferred shareholders by the weighted-average number of shares of Ordinary shares and Preferred shares outstanding for the period, without consideration of potentially dilutive securities. The diluted net loss per share was calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury share method or the if-converted method based on the nature of such securities. Diluted net loss per share is the same as basic net loss per share in periods when the effects of potentially dilutive shares of Ordinary shares are anti-dilutive. All outstanding share options and warrants for the years ended December 31, 2020 and 2019 have been excluded from the calculation of the diluted net loss per share, because all such securities are anti-dilutive for all periods presented. The total weighted average number of shares related to outstanding options to ordinary shares and warrants to preferred shares for the years ended December 31, 2020 and 2019 excluded from the calculations of diluted net loss per share were 90,692,220 and 82,269,251, respectively. Subsequent to the consummation of the Merger, basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Basic and diluted loss per common share is the same for all periods presented because all outstanding share options and warrants are anti-dilutive. The total weighted average number of shares related to outstanding options to Class A ordinary shares and warrants for the year ended December 31, 2021 excluded from the calculations of diluted net loss per share were 70,721,964. Class B Ordinary Shares include voting rights only and therefore are excluded from the loss per share calculation. Income taxes The Company accounts for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”). ASC 740 prescribes the use of the liability method whereby deferred tax assets and liability account balances are determined based on differences between the financial reporting and the tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value, and if it is more likely than not that a portion or all of the deferred tax assets will not be realized. As of December 31, 2021 and 2020, a full valuation allowance was provided by the Company. ASC 740-10, “Income Taxes” (“ASC 740-10”) clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. This standard contains a two-step approach to recognizing and measuring a liability for uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. As of December 31, 2021, the total gross amount of provision for unrecognized tax positions was $856. For the years ended December 31, 2020 and 2019 there were no uncertain tax positions recorded. The Company recognizes interest and penalties, if any, related to unrecognized tax positions in income tax expense.. The Company believes that its income tax filing positions will be sustained on audit and does not anticipate any adjustments that will result in a material change to its financial position. Revenue recognition The Company generates revenues from selling its wheels to personal mobility products. Under ASC 606 “Revenue from contracts with customers”, the Company recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. To determine revenue recognition for contracts that are within the scope of the standard, the Company perform the following five steps: (1) Identify the contract(s) with a customer, (2) Identify the performance obligations in the contract, (3) Determine the transaction price, (4) Allocate the transaction price to the performance obligations in the contract and (5) Recognize revenue when (or as) the entity satisfies a performance obligation. The Company recognizes revenue at the time when its customer obtains control of the promised goods which is when the performance obligation is satisfied by transferring the promised product to the customer. The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring the products to the customer. The Company applied the practical expedient in ASC 606 and did not evaluate payment terms of one year or less for the existence of a significant financing component. Deferred revenues are recognized as (or when) the Company receives consideration prior to performing its obligations under the contract. In April 2021, the Company entered into a strategic development agreement with a customer, pursuant to which the Company will develop and supply REE platform prototypes. Revenue related to the agreement is deferred and will be recognized upon satisfying performance obligations in the contract. As of December 31, 2021 and 2020, the Company recorded deferred revenues of $943 and nil, respectively. The Company’s contracts with customer prepayment terms do not include a significant financing component because the primary purpose is not to receive financing from the customers. For contracts in which the performance obligation has an original expected duration of one year or less, the Company does not provide disclosure on its remaining performance obligations. Fulfillment costs are capitalized up to the amount that is expected to be recovered, and any excess amounts will be expensed as incurred. As of December 31, 2021, the Company recorded capitalized costs of $943. Contract liabilities consisted of the following as of December 31, 2021 and 2020: December 31, 2021 December 31, 2020 Deferred revenues, current $ — $ — Deferred revenues, non-current $ 943 $ — Remaining Performance Obligation The Company’s remaining performance obligations are comprised of the delivery products and a material right for purchases of finished goods not yet delivered. As of December 31, 2021, the aggregate amount of the transaction price allocated to remaining performance obligations was $943, which the Company expects to recognize as revenue. Cost of revenue Cost of revenues consist of inventory, royalties that were paid and/or accrued, share-based compensation expense, and non recurring engineering. In 2020, cost of revenues included a one-time expense of $198 related to elimination of production line in Canada. Comprehensive loss Comprehensive loss consists of other comprehensive loss and net loss. The Company did not have any comprehensive loss transactions during the periods presented. Accordingly, the comprehensive loss is equal to the net loss for the periods presented. Segment information Effective January 1, 2021, the Company’s reportable segments changed as a result of a change in the way chief operating decision maker (“CODM”) manages the businesses, allocates resources and evaluates performance, and the related changes in Company’s internal organization. The Company now operates as one operating segment. Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker, in deciding how to allocate resources and assessing performance. The Company’s chief operating decision maker allocates resources and assesses performance based upon discrete financial information at the consolidated level. Prior to the January 1, 2021 change in reportable segments, the Company had two operating segments: REE segment and the Softwheel segment. The REE segment includes the activity related to the development of the REE platform. The Softwheel segment included the activity related to production and selling of wheels for personal mobility. Recently adopted accounting pronouncements As an “emerging growth company,” the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. The adoption dates discussed below reflect this election. In November 2021, the FASB issued ASU No. 2021-10, which intends to clarify required disclosures about transactions with a government that have been accounted for by analogizing to a grant or contribution accounting model to increase transparency about (1) the type of transactions, (2) the accounting transactions, and (30 the effect of the transactions on the entity’s financial statements. The Company adopted the guidance for the year ended December 31, 2021, and interim periods in fiscal years beginning January 1, 2022, and the adoption did not have a material impact on the Company’s consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted the guidance for the year ended December 31, 2021,and interim periods in fiscal years beginning January 1, 2021, and the adoption did not have a material impact on the Company’s consolidated financial statements. Recently issued accounting pronouncements, not yet adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This ASU would require lessees to recognize the following for all leases (with the exception of short-term leases) at the commencement date; (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Additional disclosures will be required to allow the user to assess the amount, timing and uncertainty of cash flows arising from leasing activities. A modified retrospective transition approach is required for leases existing at the time of adoption. The Company expects to adopt the guidance as of January 1, 2022. During fiscal year 2021, the company conducted a survey to identify all leases across the organization (including embedded leases). The company identified that a majority of the leases are categorized into one of three categories: real estate, office equipment, and vehi |
CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS | 12 Months Ended |
Dec. 31, 2021 | |
Cash and Cash Equivalents [Abstract] | |
CASH AND CASH EQUIVALENTS | CASH, CASH EQUIVALENTS, AND RESTRICTED CASH December 31, 2021 December 31, 2020 Cash in banks $ 275,772 $ 44,707 Restricted cash 138 800 Non-current restricted cash 1,005 — $ 276,915 $ 45,507 The carrying amount of cash and cash equivalents approximates their fair value. |
OTHER ACCOUNTS RECEIVABLE AND P
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES | OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES December 31, 2021 December 31, 2020 Government authorities $ 897 $ 138 Prepaid expenses 5,151 222 Advances to suppliers 5,734 — Other receivables 380 68 Total $ 12,162 $ 428 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | PROPERTY AND EQUIPMENT, NET Property and equipment, net consists of: December 31, 2021 December 31, 2020 Computers and software $ 1,266 $ 567 Furniture and equipment 129 82 Electronic equipment 976 152 Vehicles 177 109 Leasehold improvements 493 170 Construction in progress 199 — $ 3,240 $ 1,080 Less - accumulated depreciation and amortization (565) (325) Total $ 2,675 $ 755 Construction in progress as of December 31, 2021 consists of capitalized costs related to the Company’s ERP implementation. Depreciation expenses of property and equipment were $484, $166, and $82 for the years ended December 31, 2021, 2020, and 2019, respectively. |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITES | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITES | ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES December 31, 2021 December 31, 2020 Employees and payroll accruals $ 8,262 $ 1,480 Deferred transaction costs — 328 Professional fees 600 379 Non recurring engineering 4,800 — Government authorities 648 — Other payables 1,708 73 Total $ 16,018 $ 2,260 |
MERGER WITH 10X CAPITAL
MERGER WITH 10X CAPITAL | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
MERGER WITH 10X CAPITAL | MERGER WITH 10X CAPITAL On February 3, 2021 the Company entered into the Merger Agreement with 10X Capital and Merger Sub. The Merger was consummated on July 22, 2021 (the “Closing Date”) with 10X Capital becoming a wholly-owned subsidiary of the Company, and the securityholders of 10X Capital becoming securityholders of the Company. On the Closing Date, the following transactions occurred pursuant to the terms of the Merger Agreement: (i) Each preferred share, par value NIS 0.01 each, of the Company (each, a “Company’s Preferred Share”) converted into Class A ordinary shares, no par value, of the Company (“Class A Ordinary Shares”), in accordance with Company’s organizational documents and (ii) immediately following such conversion but prior to the Effective Time, the Company effected a stock split of all of its outstanding Class A Ordinary Share into an aggregate of 188,722,998 Class A Ordinary Shares, calculated in accordance with the terms of the Merger Agreement such that each Class A Ordinary Share had a value of $10.00 per share after giving effect to such stock split (together with the conversion of the Company’s Preferred Shares, par value NIS 0.01 (“Preferred Shares”), the “Capital Restructuring”). NOTE 7. MERGER WITH 10X CAPITAL (cont.) Each outstanding share of Class B common stock, par value $0.0001 per share, of 10X Capital (“10X Capital Class B Common Stock”) converted into shares of Class A common stock, par value $0.0001 per share, of 10X Capital (“10X Capital Class A Common Stock”) and, immediately thereafter, each outstanding share of 10X Capital Class A Common Stock converted into the right to receive one newly issued Class A Ordinary Share. A total of 12,703,234 Class A Ordinary Shares were issued to holders of 10X Capital Class A Common Stock. Pursuant to that certain SPAC Letter Agreement entered into concurrently with the Merger Agreement (the “Letter Agreement”), by and among 10X Capital, its executive officers and directors, 10X Capital SPAC Sponsor I LLC (the “Sponsor”) and the Company, up to 1,500,000 of the Class A Ordinary Shares held by the Sponsor were subject to forfeiture without consideration if the trading prices of Class A Ordinary Shares specified in the Letter Agreement were not achieved following the Merger. On the second business day following the Merger, all 1,500,000 Class A Ordinary Shares were forfeited pursuant to the terms of the Letter Agreement, resulting in 11,203,234 Class A Ordinary Shares held by the holders of 10X Capital Class A Common Stock. Each of 10X Capital’s outstanding warrants to purchase one share of 10X Capital Class A Common Stock (the “10X Capital Warrants”), including both the 10X warrants issued to public shareholders in 10X’s initial public offering (the “Public Warrants”) and the 10X warrants issued in a private placement to 10X’s sponsors in 10X’s initial public offering (the “Private Warrants”) (together, the "Warrants liability"),were converted into the right to receive an equal number of warrants to purchase one Class A Ordinary Share (the “Warrants”), subject to downward adjustment to the next whole number in case of fractions of Warrants. A total of 15,562,500 Warrants to purchase one Class A Ordinary Share were issued to holders of 10X Capital Warrants. The Company’s ordinary shares are divided into two classes. The Class A Ordinary Shares have one vote per share. The Class B ordinary shares, without par value (the “Class B Ordinary Shares”), each have 10 votes per share. An aggregate of 83,417,110 Class B Ordinary Shares were issued to the founders of the Company representing approximately 39% of the voting power to each of them immediately following the Merger. On February 3, 2021, concurrently with the execution of the Merger Agreement, the Company and 10X Capital entered into Subscription Agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”), pursuant to which the PIPE Investors agreed to subscribe for and purchase, and the Company agreed to issue and sell to such PIPE Investors, an aggregate of 30,000,000 shares of 10X Capital Class A Common Stock at $10.00 per share for gross proceeds of approximately $300,000 (the “PIPE Financing”) on the Closing Date, which were converted into 30,000,000 Class A Ordinary Shares upon the consummation of the Merger. The PIPE Financing closed immediately prior to the Merger. Total gross proceeds resulted from the Merger transaction were approximately $348,000 out of which total transaction costs amounted to approximately $63,000. The transaction costs related to the Warrants liability in the amount of $2,887 were recognized as expenses in the Company’s statement of comprehensive loss for the year ended December 31, 2021. On July 22, 2021, the Company’s board of directors approved a 1:26.7017 stock split and a change in par value from NIS 0.01 to no par value. As a result, all Ordinary shares, Preferred Shares, options for Ordinary Shares, warrants to Preferred Shares, exercise price and net loss per share amounts were adjusted retroactively for all periods presented in these consolidated financial statements as if the stock split and change in par value had been in effect as of the date of these consolidated financial statements. |
COMMITMENTS AND CONTINGENT LIAB
COMMITMENTS AND CONTINGENT LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENT LIABILITIES | COMMITMENTS AND CONTINGENT LIABILITIES Commitments The Company leases its operating facilities under operating lease agreements, the latest of which expires in 2026 and contains the option to extend the term of the lease for five years commencing when the prior term expires. The extension option was determined not to be reasonably assured of being exercised. NOTE 8. COMMITMENTS AND CONTINGENT LIABILITIES (cont.) Future minimum commitments under these leases as of December 31, 2021 are as follows: Operating leases 2022 $ 2,666 2023 2,160 2024 1,763 2025 1,716 2026 and thereafter 1,358 Total $ 9,663 Rent expense amounted to $870, $286, and $207 for the years ended December 31, 2021, 2020, and 2019, respectively. Annual purchase commitments under various contracts as of December 31, 2021 are as follows: Purchase commitments 2022 $ 7,458 2023 — 2024 — 2025 — 2026 and thereafter — Total $ 7,458 Guarantee A short-term guarantee in the amount of approximately $138 was issued by a bank to secure the Company’s office rent and credit cards payments. A long-term guarantee in the amount of approximately $1,005 was issued by a bank to secure the Company’s office rent. Royalty bearing grants The Company’s research and development efforts have been partially financed through grants from the IIA for the technology related to the Softwheel segment. Under the research and development agreements with the IIA and pursuant to applicable laws, the Company is required to pay royalties at the rate of 3-5% on sales of products developed with funds provided by the IIA. Such royalties are due up to an amount equal to 100% of the IIA grants received, linked to the U.S. dollar plus interest on the unpaid amount received based on the 12-month LIBOR rate (from the year the grant was approved) applicable to U.S. dollar deposits. If the Company returns to production of these products outside of Israel and generates sales, the ceiling will increase based on the percentage of production that is outside of Israel, up to a maximum of 300% of the IIA grants, linked to the dollar and bearing interest as noted above. If the Company does not generate sales of products developed with funds provided by the IIA, the Company is not obligated to pay royalties or repay the grants. For the years ended December 31, 2021, 2020, and 2019, the Company had an aggregate of paid and accrued royalties to the IIA, recorded as cost of revenue in the consolidated statements of comprehensive loss in the amount of $0, $27, and $1, respectively. As of December 31, 2021, the Company’s remaining contingent obligation with respect to royalty-bearing participation received or accrued, net of royalties paid or accrued, were $721, respectively. NOTE 8. COMMITMENTS AND CONTINGENT LIABILITIES (cont.) In 2018, the Company signed a research and development agreement with the Israel-United States Binational Industrial Research and Development Foundation (“BIRD”). Under this agreement, the Company is required to pay royalties at a rate of 5% of the sales of products developed with funds provided by BIRD up to an amount equal to 150% of the aggregate dollar amount of the grants received linked to the U.S. consumer price index. For the years ended December 31, 2021, 2020, and 2019 the Company had $0, $0, and $12 accrued royalties to BIRD recorded as cost of revenue in the consolidated statements of comprehensive loss. As of December 31, 2021, the BIRD contingent liability with respect to royalty-bearing participation received or accrued, net of royalties paid or accrued, totaled $433. Legal proceedings In the ordinary course of business, the Company may be subject from time to time to various proceedings, lawsuits, disputes, or claims. Although it cannot predict with assurance the outcome of any litigation, it does not believe there are currently any such actions that, if resolved unfavorably, would have a material impact on its financial condition, results of operations, or cash flows. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
SHAREHOLDERS' EQUITY | EQUITYAs described in Note 7, on July 22, 2021, upon closing of the Merger, REE Automotive Ltd had 47,261,181 outstanding Class A ordinary shares with no par value and had 141,461,817 outstanding Preferred Shares. On July 22, 2021 REE Automotive Ltd consummated the Merger and PIPE Financing which led to an increase in additional paid in capital of $258,159, net of transaction costs. On the same day, the Company’s board of directors approved a 1:26.7017 stock split and a change in par value from NIS 0.01 to no par value. As a result, all Ordinary shares, Preferred Shares, options for Ordinary Shares, warrants to Preferred Shares, exercise price and net loss per share amounts were adjusted retroactively for NOTE 9. SHAREHOLDERS’ EQUITY (cont.) all periods presented in these consolidated financial statements as if the stock split and change in par value had been in effect as of the date of these consolidated financial statements. Composition of share capital: December 31, 2021 Authorized Issued and outstanding Number of shares Class A Ordinary shares, no par value (1) 1,000,000,000 234,262,636 Class B Ordinary shares, no par value (2) 83,417,110 83,417,110 1,083,417,110 317,679,746 Historical Composition of share capital: December 31, 2020 Authorized Issued and outstanding Number of shares Ordinary shares of NIS 0.01 par value each (3) 372,124,239 45,271,559 Preferred A shares of NIS 0.01 par value each (3) 37,431,121 23,770,526 Preferred A-1 shares of NIS 0.01 par value each (3) 7,746,902 7,746,902 Preferred B shares of NIS 0.01 par value each (3) 71,499,221 54,440,294 Preferred B-1 shares of NIS 0.01 par value each (3) 6,168,459 5,858,106 Preferred C shares of NIS 0.01 par value each (3) 42,801,681 21,581,947 Preferred D shares of NIS 0.01 par value each (3) 21,895,369 16,523,474 Preferred D-1 shares of NIS 0.01 par value each (3) 1,068,067 878,191 560,735,059 176,070,999 (1) Each Class A Ordinary Share has the right to exercise one vote, to participate pro rata in all the dividends declared by the Board of Director’s of the Company and the rights in the event of the Company’s winding up are to participate pro-rata in the total assets of the Company. (2) Class B Ordinary Shares, which are held by the founders, are entitled to cast ten votes per each Class B Ordinary Share held as of the applicable record date. Specific actions set forth in REE’s Amended and Restated Articles may not be effected by REE without the prior affirmative vote of 100% of the outstanding REE Class B Ordinary Shares, voting as a separate class. Each Class B Ordinary Shares will be automatically suspended upon the tenth anniversary of the closing of the Merger. There are no economic or participating rights to this class of shares. (3) Prior period results have been retroactively adjusted to reflect the 1:26.7017 stock split and the changes in par value from 0.01 NIS to no par value effected on July 22, 2021. See also Note 7, Merger with 10X Capital, for details. NOTE 9. SHAREHOLDERS’ EQUITY (cont.) Equity transactions In April 2021, the Company entered into a strategic collaboration agreement with a strategic partner regarding the ability to work with the Company to develop new markets and new business models for REE’s corner module technology and design (the “Strategic Partner”). In June 2021 and August 2021 the Company issued to the Strategic Partner 1,989,622 and 370,479 ordinary shares, respectively, and had agreed to issue additional ordinary shares to be issued to the Strategic Partner upon the achievement of certain revenue and production milestones, which will require the Company to obtain definitive purchase orders from third-party customers. As a result, the Company recorded share-based compensation expenses in the amount of $18,802 in selling, general and administrative expenses. On August 16, 2021, the Board of Directors approved the issuance of 250,000 shares issued to an affiliate of Cowen and Company, LLC (“Cowen”) in consideration for advisory services provided by Cowen in connection with the Merger Agreement. In 2021, certain investors exercised their Preferred B warrants at a price of $0.27 per share. Such investors paid a total of $2,907 in exchange for 10,662,377 Preferred B shares of no par value of the Company. These per share values and share amounts reflect the stock split which was effective July 22, 2021. During December 2020, certain investors exercised their Preferred B warrants at a price of $0.27 per share. Such investors paid a total of $7,085 in exchange for 25,990,711 Preferred B shares of the Company. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION The share-based compensation expense recognized in the Company’s consolidated statements of operations are as follow: December 31, 2021 December 31, 2020 December 31, 2019 Cost of sales $ 437 $ — $ — Research and development 208,935 21,419 3,793 Selling, general and administrative 238,705 31,344 3,253 $ 448,077 $ 52,763 $ 7,046 Share option plans In 2011, the Board of Directors of the Company adopted the REE Automotive Ltd. Employees and Non-Employees Share Incentive Plan (as amended the “2011 Share Incentive Place”). As of the date of the consummation of the Merger, (see Note 7 for further details), the Board of Directors approved the REE Automotive Ltd. 2021 Share Incentive Plan (the “2021 Share Incentive Place”). The 2021 Plan provides for the grant of options, ordinary shares, restricted shares, restricted share units (“RSUs”), stock appreciation rights, other cash-based awards, and other share-based awards which may be granted to employees, officers, non-employee consultants and directors of the Company. Concurrently, the Board of Directors decided to cancel the reservation of 2,128,978 Ordinary Shares (on a post-split basis) which were previously reserved by the Board under the 2011 Share Incentive Plan, such that following such cancellation the balance of un-allocated shares (underlying option awards) under the Plan shall be zero. 23,142,623 Class A Ordinary are reserved for issuance of awards under the 2021 Plan, in accordance with and subject to the terms and conditions of the 2021 Plan. As of December 31, 2021, 22,880,155 options and RSU were available for future grants under the 2021 plan. Any share underlying an award that is cancelled, terminated or forfeited for any reason without having been exercised will automatically be available for grant under the 2021 Share Incentive Plan. NOTE 10. SHARE-BASED COMPENSATION (cont.) The Board and the shareholders of the Company approved the reservation for issuance under the “REE Automotive, Ltd. Employee Stock Purchase Plan” (the “ESPP”) of such number of Class A Ordinary Shares equal to 2% of the Class A Ordinary Shares to be issued and outstanding as of the consummation of the Merger. 4,628,524 Class A Ordinary are reserved for issuance of awards under the ESPP, in accordance with and subject to the terms and conditions of the ESPP. The total amount reserved is available for issuance as of December 31, 2021. In general, options granted under the Plan vest over a three-year period and expire 10 years from the date of grant. The exercise price of the options granted under the plans may not be less than 100% of the fair market value of the underlying share on the date of grant into which such options are exercised, and the expiration date may not be later than 10 years from the date of grant unless determined otherwise by the board of directors. If a grantee leaves his or her employment or other relationship with the Company, or if his or her relationship with the Company is terminated without cause (and other than by reason of death or disability, as defined in the Plan), the term of his or her unexercised options will generally expire 90 days after the date of termination, unless determined otherwise by the Company. Options granted to employees and non-employees A summary of option balances under the 2021 and 2011 Share Incentive Plan as of December 31, 2021, and changes during the year then ended are as follows: Number of options (1) Weighted-average exercise price (1) Weighted-average remaining contractual term (in years) Aggregate intrinsic value (in thousands) (2) Outstanding at January 1, 2020 48,686,115 $ 0.19 8.57 $ 104,634 Granted 28,040,518 $ 0.73 Exercised (5,198,548) $ 0.04 Forfeited (141,519) $ 0.05 Cancelled — $ — Outstanding at December 31, 2020 71,386,566 $ 0.41 8.39 $ 360,631 Granted 46,297,737 $ 0.01 Exercised (3,715,925) $ 0.22 Forfeited (681,312) $ 0.50 Cancelled — $ — Outstanding at December 31, 2021 113,287,066 $ 0.20 8.28 $ 605,788 Exercisable at December 31, 2021 100,391,350 $ 0.17 8.22 $ 539,762 ( 1) Results have been retroactively adjusted to reflect the 1:26.7017 stock split and the changes in par value from 0.01 NIS to no par value effected on July 22, 2021. See Note 7, for details. (2) Intrinsic value is calculated as the difference between the fair value of REE’s Class A ordinary shares as of the end of each reporting period and the exercise price of the option. The Company recognizes forfeitures as they occur. As of December 31, 2021,unrecognized compensation cost related to share awards was $59,534, which was expected to be recognized over a weighted average period of 1.19 years. The weighted average grant date fair value of options granted during the years ended December 31, 2021, 2020 and 2019 was $9.76, $2.75, and $0.63. NOTE 10. SHARE-BASED COMPENSATION (cont.) The following tables summarize information about the Company's outstanding and exercisable options granted to employees as of December 31, 2021: Outstanding Options Exercisable Options Range of exercise prices Number of outstanding options Weighted-average remaining contractual term (in years) Weighted-average exercise price Number of exercisable options Weighted-average remaining contractual term (in years) Weighted-average exercise price $0.00 - $0.02 58,945,159 4.82 $0.00 52,555,526 4.84 $0.00 $0.02 - $0.05 23,664,317 1.36 $0.01 23,146,974 1.50 $0.01 $0.05 - $0.10 854,454 0.05 $0.00 674,217 0.04 $0.00 $0.10 - $1.00 25,867,252 1.76 $0.10 21,424,617 1.62 $0.10 $1.00 - $9.74 3,955,884 0.29 $0.09 2,590,016 0.22 $0.07 Total 113,287,066 8.28 $0.20 100,391,350 8.22 $0.17 Restricted share units activity The following table summarizes restricted share units activity: Number of restricted Weighted-average ordinary fair value per share at grant date Outstanding at January 1, 2021 — $ — Granted 492,782 4.35 Vested — — Forfeited — — Expired — — Outstanding at December 31, 2021 492,782 $ 4.35 Exercisable at December 31, 2021 — As of December 31, 2021, total compensation costs related to unvested restricted share units granted to employees not yet recognized was $2,064. This cost will be amortized over a weighted-average remaining period of 2.90 years. The weighted average grant date fair value of restricted share units granted during the year ended December 31, 2021 was $4.35. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Tax rates applicable to the Company The taxable income of an Israeli company is subject to a corporate tax rate of 23% for 2021 and 2020.The Company’s subsidiaries are separately taxed under the domestic tax laws of the jurisdiction of incorporation of each entity. NOTE 11. INCOME TAXES (cont.) Loss before taxes is comprised as follows: December 31, 2021 December 31, 2020 Domestic (Israel) $ (498,242) $ (67,713) Foreign (5,807) *) Total $ (504,049) $ (67,713) *) Represents less than $1. Reconciliation of the theoretical tax expense (benefit) to the actual tax expense (benefit) The main reconciling item between the statutory tax rate of the Company and the effective tax rate are the non-recognition of tax benefits from accumulated net operating loss carryforward of the Company due to the uncertainty of the realization of such tax benefits and the unrecognized tax positions recorded in the period. Deferred income taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company’s deferred tax assets are comprised of operating loss carryforward and other temporary differences. The following table presents the significant components of the Company’s deferred tax assets: December 31, 2021 December 31, 2020 Deferred tax assets: Operating loss carryforward $ 22,723 $ 7,660 Share based compensation 98,396 — Research and development 5,586 1,532 Accrued social benefits and other 366 217 Deferred tax asset before valuation allowance $ 127,071 $ 9,409 Valuation allowance $ (126,898) (9,409) Total deferred tax assets $ 173 $ — Fixed Assets (173) — Deferred tax liabilities $ (173) $ — Net deferred taxes $ — $ — As of December 31, 2021 and 2020, the Company has provided a full valuation allowance in respect of deferred tax assets resulting from tax loss carry forwards in the Israeli parent and other temporary differences. Management currently believes that since the Company and its subsidiaries have a history of losses on a consolidated basis it is more likely than not that the deferred tax regarding the loss carry forward and other temporary differences will not be realized in the foreseeable future. NOTE 11. INCOME TAXES (cont.) Income taxes are comprised as follows: December 31, 2021 December 31, 2020 Current $ 1,281 $ — Deferred — — $ 1,281 $ — December 31, 2021 December 31, 2020 Domestic $ — $ — Foreign 1,281 — $ 1,281 $ — Uncertain tax positions A reconciliation of the opening and closing amounts of total unrecognized tax benefits is as follows: December 31, 2021 December 31, 2020 Opening balance $ — $ — Tax positions taken in current year 856 — Interest — — Ending Balance $ 856 $ — The Company recognizes interest and penalties, if any, related to unrecognized tax positions in income tax expense. Tax assessments The Company has subsidiaries around the world subject to tax in the jurisdictions in which they operate. The significant jurisdictions in which the Company’s subsidiaries are subject to tax are Israel, the U.S, and the U.K. Income tax returns are open for examination for the tax years 2017-2021 in Israel, 2018-2021 in the U.S., and 2021 in the U.K. As a global organization, the Company may be subject to a variety of transfer pricing challenges by taxing authorities in various jurisdictions. While management believes that adequate provision has been made in the Consolidated Financial Statements for any potential assessments that may result from tax examinations for all open tax years, the completion of tax examinations for open years may result in changes to the amounts recognized in the Consolidated Financial Statements. Net operating loss carryforward As of December 31, 2021, the Company and it’s subsidiaries had net operating carry forward losses for tax purposes which may be carried forward and offset against taxable income in the future for an indefinite period. Name of Subsidiary Net Operating Loss Carryforwards REE Automotive Ltd $ (98,245) REE Automotive UK Limited $ (353) REE Automotive Holdings Inc. (1) $ (152) REE Automotive Japan K.K. $ (6) NOTE 11. INCOME TAXES (cont.) (1) Utilization of the U.S. net operating losses may be subject to substantial annual limitation due to the “change in ownership” provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitation may result in the expiration of net operating losses before utilization. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Warrants liability As of December 31, 2021, there were 15,562,500 public and private warrants outstanding. The warrants entitle the holder to purchase one Class A ordinary share of REE Automotive Ltd at an exercise price of $11.50 per share. Until warrant holders acquire the Company’s Class A ordinary shares upon exercise of such warrants, they will have no rights with respect to the Company’s ordinary shares. The warrants will expire on July 22, 2026, five years after the Merger closing date, or earlier upon redemption or liquidation in accordance with their terms. Public Shareholders’ Warrants Each whole warrant will entitle the registered holder to purchase one share of Class A Ordinary Shares. No fractional warrants will be issued and only whole warrants will trade. The Company is not obligated to deliver any Class A Ordinary Shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A Ordinary Shares underlying the warrants is then effective and a prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue a share of Class A Ordinary Shares upon exercise of a warrant unless the share of Class A Ordinary Shares issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In no event is the Company required to net cash settle any warrant. During any period if the Company has failed to maintain an effective registration statement, warrant holders will be able to, until such time there is an effective registration statement, exercise their warrants on a “cashless basis.” Once the warrants become exercisable, the Company may call the warrants for redemption: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and • if, and only if, the closing price of the common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends to the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the warrants for redemption for cash the Company’s management will have the option to require any holder that wishes to exercise his, her or its warrant to do so on a “cashless basis.” If the Company’s management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the warrants, multiplied by the excess of the “fair market value” of Class A Ordinary Shares over the exercise price of the warrants by (y) the fair market value. The “fair market value” will mean the average closing price of the Class A Ordinary Shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. NOTE 12. FAIR VALUE MEASUREMENTS (cont.) Private Shareholders’ Warrants The private warrants are identical to the public warrants except that the private warrants and the shares of ordinary shares issuable upon the exercise of the private placement warrants were only able to be transferable, assignable or saleable 30 days after the consummation of the Merger. The private warrants (including the Class A Ordinary Shares issuable upon exercise of the private placement warrants) will be exercisable for cash or on a cashless basis, at the holder’s option. If holders of the private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering his, her or its warrants for that number of shares of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Class A Ordinary Shares underlying the warrants, multiplied by the excess of the “fair market value” of Class A Ordinary Shares over the exercise price of the warrants by (y) the fair market value. The “fair market value” means the average closing price of the Class A Ordinary Shares for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the transfer agent. Fair value of warrants liability The Company measures and reports its private and public warrants at fair value. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2021 July 22, 2021 (1) Liabilities: Warrant Liability – Public Warrants 1 $ 10,364 $ 16,603 Warrant Liability – Private Warrants 3 $ 10,670 $ 15,455 (1) In July 2021, the Company assumed public and private warrants as part of its merger with 10X Capital The fair value of the Public Warrants are determined with reference to the prevailing market price for warrants that are trading on the Nasdaq under the ticker REEAW. The Private warrants were valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private warrants is the expected volatility of the Class A ordinary shares. The expected volatility was implied from the Company’s own Public Warrant pricing. There were no transfers in or out of Level 3 from other levels in the fair value hierarchy. NOTE 12. FAIR VALUE MEASUREMENTS (cont.) The following table provides quantitative information regarding Level 3 fair value measurements: December 31, 2021 July 22, 2021 (1) Share price $ 5.55 $ 9.85 Strike price $ 11.50 $ 11.50 Term (in years) 4.6 5.0 Volatility 65.0 % 37.5 % Risk-free rate 1.2 % 0.7 % Dividend yield 0.0 % 0.0 % (1) In July 2021, the Company assumed public and private warrants as part of its merger with 10X Capital The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Placement Fair value as of July 23, 2021 $ 15,455 Change in fair value (4,785) Fair value as of December 31, 2021 $ 10,670 |
FINANCIAL INCOME, NET
FINANCIAL INCOME, NET | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
FINANCIAL INCOME, NET | FINANCIAL INCOME, NET December 31, 2021 December 31, 2020 December 31, 2019 Interest income and bank fees, net $ (573) $ (409) $ (191) Foreign currency translation adjustments - expense $ 147 $ 27 6 Financial income with respect to convertible loan, net — — (1,645) Other expense (income) $ 3 $ (3) — Financial income, net $ (423) $ (385) $ (1,830) |
BASIC AND DILUTED NET LOSS PER
BASIC AND DILUTED NET LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
BASIC AND DILUTED NET LOSS PER SHARE | BASIC AND DILUTED NET LOSS PER SHARE The following table sets forth the computation of basic and diluted losses per share: December 31, 2021 December 31, 2020 December 31, 2019 Numerator: Net loss for basic and diluted loss per share $ (505,330) $ (67,713) $ (12,195) Denominator: Weighted average number of Class A ordinary and preferred shares used in computing basic and diluted net loss per share 235,612,764 155,930,380 126,592,395 Basic and diluted net loss per Class A ordinary and preferred shares $ (2.14) $ (0.43) $ (0.10) |
SEGMENTS
SEGMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
SEGMENTS | SEGMENTS As of January 1, 2021, the Company's CODM does not assess performance and allocate resources to the Softwheel segment and the Company operates as one reportable segment. Prior to the January 1, 2021 change in reportable segments, the Company had two operating segments: REE segment and the Softwheel segment. The REE segment includes the activity related to the development of the REE platform. The Softwheel segment includes the activity related to production and selling of wheels for personal mobility. NOTE 15. SEGMENTS (cont.) Entity wide disclosures The Company attributes revenues from external customers to individual countries based on the customer’s billing address. Net sales attributed to countries that represent a significant portion of consolidated net sales are as follows: December 31, 2021 December 31, 2020 December 31, 2019 Israel $ — $ 21 $ 18 Germany — 91 111 Norway — 45 54 US 5 27 325 Rest of the world 1 204 173 Total $ 6 $ 388 $ 681 Long-lived assets other than financial instruments attributed to countries that represent a significant portion of consolidated assets are as follows: December 31, 2021 December 31, 2020 Israel 72 % 99 % UK 28 % — % US (* 1 % Germany (* (* *) Represents less than 1% |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS In December 2018 and January 2019, the Company’s founders (who are both officers and one of whom is also a director) and certain investors entered into an agreement with a new investor who purchased from them an aggregate of 3,026,554 and 2,783,622 Ordinary shares respectively, and 1,936,725 Preferred A shares with no par value of the Company at a price per share of $0.52. Pursuant to the agreement and subsequent to the purchase of shares by the new investor, the Company converted the purchased shares from Ordinary shares and Preferred A shares into Preferred A-1 shares with no par value of the Company. During August 2020, the Company’s founders entered into agreement with new investors who purchased from them 5,198,548 Ordinary shares with no par value of the Company for a price per share of $4.23. The Company has also entered into the following agreements, which were approved by REE’s board of directors in accordance with Israeli law, and also by REE’s shareholders to the extent required by Israeli law. Joint Ownership Agreement for Company Vehicle. During 2021, REE entered into an agreement with co-founder, director, and CEO Daniel Barel, relating to joint ownership of a company car. REE undertook to provide Daniel Barel with a company car, the value of which is an amount of up to NIS 300 to be borne by REE. The excess cost of the car purchased for such purpose has been, and the ongoing fixed cost of the car will continue to be, borne by Daniel Barel. Such car is registered under REE’s name, but Daniel Barel is entitled to an ownership portion of such car, corresponding to the excess acquisition cost thereof borne by him. The full value of the vehicle is recorded in our balance sheet as of December 31, 2021. Employment of Daniel Barel’s Father-in-Law . During 2021, REE hired co-founder, director, and CEO Daniel Barel’s father-in-law as an employee in the selling, general, and administrative department. NOTE 16. RELATED PARTY TRANSACTIONS (cont.) SpecterX Transaction . On October 29, 2021, REE entered into a license agreement with SpecterX for secure file exchange services. The co-founder and CEO of SpecterX is the brother of co-founder, director, and CEO Daniel Barel. Daniel Barel is also the Chairman of the Board and an investor of SpecterX. REE director Hans Thomas is also an investor of SpecterX. Prior to entering into the agreement with SpecterX, REE conducted an extensive analysis of the available solutions, and determined that SpecterX best met REE’s needs. Carpentry Services from Nissin Sardes Welding Workshop . During the years ended December 31, 2021 and 2020, REE engaged Nissin Sardes Welding Workshop to provide carpentry and welding services. Nissin Sardes Welding Workshop is owned and operated by co-founder and Chief Technology Officer Ahishay Sardes’ father and brother. Transactions with the related parties were as follows: December 31, 2021 December 31, 2020 Research and development, net $ — $ 26 Selling, general and administrative expenses, net $ 31 $ — Balances with the related parties were as follows: December 31, 2021 December 31, 2020 Property and equipment, net $ — $ 33 Trade payables $ 37 $ 9 Employees and payroll accruals $ 49 $ — |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On February 25, 2022, REE Automotive UK Limited entered into a lease agreement for a launch factory in Coventry, the United Kingdom. The company leases approximately 12,077 square meters (approximately 130,000 square feet) of factory space that will be used for process validation activities, along with product assemble operations. The lease expires after 10 years in February 2032. The total estimated asset and liability value recorded on our books for this lease will be within the range of $8,300 and $10,100. On March 11, 2022, REE Automotive USA Inc. entered into a lease agreement for an integration center in Austin, Texas, the United States. The company leases approximately 118,132 square feet of factory space that will be used for assembly operations. The lease expires after 10 years in March 2032. The total estimated asset and liability value recorded on our books for this lease will be within the range of $7,300 and $9,000. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of accounting | The consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”). |
Use of estimates | Use of estimates The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates, judgments and assumptions. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period and accompanying notes. Actual results could differ from those estimates. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. The novel coronavirus (“COVID-19”) pandemic has created, and may continue to create, significant uncertainty in macroeconomic conditions, and the extent of its impact on the Company’s operational and financial performance will depend on certain developments, including the duration and spread of the outbreak and the impact on the Company’s customers and its sales cycles. The Company considered the impact of COVID-19 on the estimates and assumptions and determined that there were no material adverse impacts on the consolidated financial statements for the period ended December 31, 2021. As events continue to evolve and additional information becomes available, the Company’s estimates and assumptions may change materially in future periods. |
Principles of consolidation | Principles of consolidation The consolidated financial statements include the accounts of REE Automotive Ltd. and its subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation. |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents consist of cash in banks and bank deposits. The Company considers all highly liquid investments, with an original maturity of three months or less at the date of purchase, to be cash equivalents. |
Short-term deposits | Short-term depositsShort term deposits are deposits with maturities over three months from the date of purchase and of up to one year. Such deposits are stated at cost which approximates market value. As of December 31, 2021, there were no bank deposits recorded. As of December 31, 2020 the company had a bank deposit of $1,667 which was denominated in U.S. dollars. |
Restricted cash | Restricted cash Restricted cash are deposits with maturity of less than three months. The restricted cash deposits are primarily invested in highly liquid deposits and used as a security for the Company’s lease agreements and credit card security. |
Deferred transaction costs | Deferred transaction costs Deferred transaction costs consist primarily of accounting, legal, and other fees related to the Merger agreement. Upon consummation of the Merger, deferred transaction costs were reclassified to shareholders’ equity and recorded against the proceeds from the Merger. As of December 31, 2021 there were no deferred transaction costs recorded. The Company capitalized $328 of deferred transaction costs recorded as non current in the consolidated balance sheet as of December 31, 2020. |
Impairment for long-lived assets | Impairment for long-lived assets Long-lived assets of the Company are reviewed for impairment in accordance with ASC 360, “Property, Plant and Equipment” whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company determined that there were no events or changes in circumstances that indicated that its long-lived assets were impaired during the years ended December 31, 2021, 2020, and 2019. |
Inventory | Inventory Inventory is stated at the lower of cost or net realizable value. Inventory write-offs, for slow-moving items, is provided to cover risks arising from slow-moving items, technological obsolescence, excess inventories and discontinued products. Cost is determined as follows: Raw materials — at cost of purchase using the first-in, first-out method. Finished products — based on actual cost, and which includes materials and shipment costs. Standard costs are monitored and updated as necessary, to reflect the changes in raw material costs and labor and overhead rates. The Company assesses the carrying value of its inventory for each reporting period to ensure inventory is reported at the lower of cost or net realizable value in accordance with ASC 330-10-35. Charges for obsolete and slow-moving inventories are recorded based upon an analysis of specific identification of obsolete inventory items and quantification of slow-moving inventory items. These assessments consider various factors, including historical usage rate, technological obsolescence, estimated current and future market values and new product introduction. In cases when there is evidence that the anticipated utility of goods, in their disposal in the ordinary course of business, will be less than the historical cost of the inventory, the Company recognizes the difference as a current period charge to earnings and carries the inventory at the reduced cost basis until it is sold or disposed of. |
Trade receivables, net | Trade receivables, net Trade receivables are recorded at the invoiced amount and amounts for which revenue has been recognized but not invoiced, net of allowance for doubtful accounts. The allowance for doubtful accounts is based on the Company’s assessment of the collectability of accounts. Trade receivables deemed uncollectable are charged against the allowance for doubtful accounts when identified. |
Property and equipment, net | Property and equipment, netProperty and equipment are stated at cost, net of accumulated depreciation. |
Internal use software | Internal use software Costs incurred during the application development of software for internal use, and not for sale, are capitalized and amortized over the useful life in the consolidated statement of comprehensive loss. |
Pre-production costs related to long-term supply agreements | Pre-production costs related to long-term supply agreements The Company anticipates incuring pre-production engineering, development and tooling costs related to products produced for its customers under future potential long-term supply agreements. Engineering, testing and other costs incurred in the design and development of production parts will be expensed as incurred, unless the costs are contractually reimbursable. Pre-production costs related to potential long-term supply arrangements with a contractual guarantee for reimbursement are included in other assets. |
Research and development, net | Research and development, net Research and development costs include personnel-related expenses associated with the Company’s engineering personnel and consultants responsible for the design, development and testing of its products and allocated overhead. Research and development costs are expensed as incurred and are presented net of the amount of any grants the Company receives for research and development in the period in which the grant was received. |
Grants | Grants The Company receives royalty-bearing grants, which represents participation of the Israel Innovation Authority (the “IIA”) in approved programs for research and development for the technology related to Softwheel products. In 2021, the Company applied to the IIA and was approved to update the definition of royalties set for the Company, so that the Company will be obligated to pay royalties solely on revenues generated from Softwheel products (and not the Company’s automotive activity). These amounts are recognized on the accrual basis as a reduction of research and development expenses as such expenses are incurred. For the years ended December 31, 2021, 2020, and 2019 there were no royalty-bearing grants from the IIA, respectively. The Company receives royalty-bearing grants, which represents participation of Israeli-United states foundation (“BIRD”) in approved programs for research and development for the technology related to Softwheel products. These amounts are recognized on the accrual basis as a reduction of research and development expenses as such expenses are incurred. For the years ended December 31, 2021, 2020, and 2019 there were $105, $0, and $202 royalty-bearing grants as a reduction of research and development, respectively. During 2021, 2020, and 2019, the Company received grants in amount of $72, $274, and $256 from the Innovation and Networks Executive Agency (INEA), under the powers delegated by the European Commission. The Company recorded this amount as a reduction of research and development. On August 19, 2021, the Company was awarded a $17,000 grant from the UK government as part of a $57,000 investment, coordinated through the Advanced Propulsion Centre (‘APC’). The project runs from November 1, 2021 until January 2024. Funds spent on the project are claimed the month after each three month period and paid in the following month. As the APC reserves the right to recover the grant amount and the Company has no past history with the APC, the amounts of the grant are recognized as a reduction of research and development expenses when the cash is realizable. For the year ended December 31, 2021 there were no royalty-bearing grants as a reduction of research and development. |
Israeli severance pay | I sraeli severance pay Pursuant to Section 14 of Israel’s Severance Compensation Law, 1963 (“Section 14”), the Israeli parent’s employees are included under this section and entitled only to monthly deposits at a rate of 8.33% of their monthly salary, made on their behalf with insurance companies. Payments in accordance with Section 14 release REE Automotive Ltd. from any future severance payments in respect of those employees. As a result, the related obligation and amounts deposited on behalf of such obligation are not stated on the balance sheet, as the Company is legally released from severance obligation to employees once the amounts have been deposited, and the Company has no further legal ownership on the amounts deposited. |
Employee benefit plan - Defined contribution plan | Employee benefit plan – Defined contribution plan The Company maintains a defined contribution 401(k) retirement savings plan for its U.S. employees. Each participant in the 401(k) retirement savings plan may elect to contribute a percentage of his or her annual compensation up to a specified maximum amount allowed under U.S. Internal Revenue Service regulations. The Company matches employee contributions to a maximum of 4% of the participant annual compensation. For the years ended December 31, 2021 and 2020 the employer expenses related to the match amounted to $76 and $5, respectively. The Company maintains a privately administered pension insurance plan in the United Kingdom. Contributions to the plan are recognized as employee benefit expense when due. The Company matches employee contributions to a maximum of 3% of base salary of the participant annual compensation. For the year ended December 31, 2021 the employer expenses related to the match amounted to $119. |
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, and restricted cash. The Company’s cash, cash equivalents and restricted cash are invested in high-quality banks in Israel and the United States. Generally, these deposits may be redeemed upon demand and, therefore, bear low risk. The Company has no significant off-balance-sheet concentrations of credit risk such as, foreign exchange contracts and option contracts. |
Stock-based compensation | Stock-based compensation The Company accounts for share-based compensation to employees and non-employees in accordance with ASC 718, “Compensation — Stock Compensation”, (“ASC 718”), which requires companies to estimate the fair value of equity-based payment awards on the date of grant based on the fair value of the awards granted. The Company grants awards that vest upon the satisfaction of service condition and in certain grants performance and market conditions as well. For awards with no performance conditions, the Company recognizes the related share-based compensation expense on a straight-line basis over the requisite service period of the awards, including awards with graded vesting. For awards with performance conditions the share-based compensation expense is recognized if and when the Company concludes that it is probable that the performance condition will be achieved and where the performance condition awards include graded vesting, the share-based compensation expense is recognized based on the accelerated method. The Company reassesses the probability of vesting at each reporting period for awards with performance conditions and adjust compensation cost based on its probability assessment. The Company recognizes a cumulative catch-up adjustment for changes in its probability assessment in subsequent reporting periods. The Company accounts for forfeitures as they occur. The fair value of certain performance share options with market-based performance conditions granted under the employee equity plan was estimated on the grant date using the Monte Carlo valuation methodology. The Company used the following weighted-average assumptions for options granted to employees and non-employees: December 31, 2021 December 31, 2020 December 31, 2019 Expected volatility 60.8% — 69.0% 53.8% — 66.2% 53.8% — 60.6% Risk-Free interest rate 0.53% — 1.07% 0.38% — 2.38% 1.75% — 2.38% Expected dividend yield 0% 0% 0% Expected life (years) 5.10 5.33 5.72 These assumptions and estimates were determined as follows: Fair value of Ordinary shares — The Company’s Ordinary shares have a limited history of being publicly traded.Prior to the consummation of the merger, the fair value was determined by management, with input from valuation reports prepared by third-party valuation specialists. In determining the fair value of ordinary shares subsequent to the consummation of the Merger agreement, the board of directors considered the grant date fair value for share-based awards as of the closing price of our ordinary shares on NASDAQ on the date of grant. Risk-free interest rate — The Company determined the risk-free interest rate by using a weighted-average equivalent to the expected term based on the U.S. Treasury yield curve in effect as of the date of grant. Expected term — The expected term of options granted is based on historical experience and represents the period of time that options granted are expected to be outstanding. There is not sufficient historical share exercise data to calculate the expected term of the share options. The Company determines the expected term using the simplified method. The simplified method deems the term to be the average of the time-to-vesting and the contractual life of the options. Expected volatility — Since the Company has a limited trading history of its Ordinary shares, there is not sufficient historical volatility for the expected term of the share options. The expected volatility is derived from the average historical share volatilities of several unrelated public companies within the Company’s industry that the Company considers to be comparable to its own business over a period equivalent to the option’s expected term. Expected dividend yield - The Company does not anticipate paying any dividends in the foreseeable future. Thus, the Company used 0% as its expected dividend yield. |
Fair value of financial instruments | Fair value of financial instruments Fair value is defined as the exchange price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company measures financial assets and liabilities at fair value at each reporting period using a fair value hierarchy which requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value: Level 1 — quoted prices in active markets for identical assets or liabilities. Level 2 — inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 — unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Financial instruments consist of cash equivalents, restricted cash, trade receivables, other accounts receivable, trade payables, and other accounts payable and accrued expenses. The estimated fair values of these financial instruments approximate their carrying value as presented, due to their short term maturities. We consider public warrant liabilities to be Level 1 and private warrants are measured at fair value using Level 3 inputs. The financial liability for the warrant liabilities are accounted for at fair value through profit and loss. |
Warrant Liability | Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance. The assessment considers whether the warrants are freestanding financial instruments, meet the definition of a liability under ASC 480, are indexed to the Company’s own shares and whether the warrants are eligible for equity classification under ASC 815-40. This assessment is conducted at the time of warrant issuance and as of each subsequent reporting period end date while the warrants are outstanding. Warrants that meet all the criteria for equity classification, are required to be recorded as a component of additional paid-in capital. Warrants that do not meet all the criteria for equity classification, are required to be recorded as liabilities at their initial fair value on the date of issuance and remeasured to fair value through earnings at each balance sheet date thereafter. |
Basic and diluted loss per share | Basic and diluted loss per share Prior to the consummation of Merger, the Company computed net loss per share using the two-class method required for participating securities. The two-class method requires income available to Ordinary shareholders for the period to be allocated between Ordinary shares and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company considered its Convertible Preferred shares to be participating securities as the holders of the Convertible Preferred shares would be entitled to dividends that would be distributed to the holders of Ordinary shares, on a pro-rata basis assuming conversion of all Convertible Preferred shares into Ordinary shares. These participating securities contractually require the holders of such shares to participate in the Company’s losses. As such, net loss for the period presented was allocated to the Company’s participating securities. The Company’s basic net loss per share was calculated by dividing net loss attributable to Ordinary shareholders and preferred shareholders by the weighted-average number of shares of Ordinary shares and Preferred shares outstanding for the period, without consideration of potentially dilutive securities. The diluted net loss per share was calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury share method or the if-converted method based on the nature of such securities. Diluted net loss per share is the same as basic net loss per share in periods when the effects of potentially dilutive shares of Ordinary shares are anti-dilutive. All outstanding share options and warrants for the years ended December 31, 2020 and 2019 have been excluded from the calculation of the diluted net loss per share, because all such securities are anti-dilutive for all periods presented. The total weighted average number of shares related to outstanding options to ordinary shares and warrants to preferred shares for the years ended December 31, 2020 and 2019 excluded from the calculations of diluted net loss per share were 90,692,220 and 82,269,251, respectively. Subsequent to the consummation of the Merger, basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Basic and diluted loss per common share is the same for all periods presented because all outstanding share options and warrants are anti-dilutive. The total weighted average number of shares related to outstanding options to Class A ordinary shares and warrants for the year ended December 31, 2021 excluded from the calculations of diluted net loss per share were 70,721,964. Class B Ordinary Shares include voting rights only and therefore are excluded from the loss per share calculation. |
Income taxes | Income taxes The Company accounts for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”). ASC 740 prescribes the use of the liability method whereby deferred tax assets and liability account balances are determined based on differences between the financial reporting and the tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value, and if it is more likely than not that a portion or all of the deferred tax assets will not be realized. As of December 31, 2021 and 2020, a full valuation allowance was provided by the Company. ASC 740-10, “Income Taxes” (“ASC 740-10”) clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. This standard contains a two-step approach to recognizing and measuring a liability for uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. |
Revenue recognition | Revenue recognition The Company generates revenues from selling its wheels to personal mobility products. Under ASC 606 “Revenue from contracts with customers”, the Company recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. To determine revenue recognition for contracts that are within the scope of the standard, the Company perform the following five steps: (1) Identify the contract(s) with a customer, (2) Identify the performance obligations in the contract, (3) Determine the transaction price, (4) Allocate the transaction price to the performance obligations in the contract and (5) Recognize revenue when (or as) the entity satisfies a performance obligation. The Company recognizes revenue at the time when its customer obtains control of the promised goods which is when the performance obligation is satisfied by transferring the promised product to the customer. The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring the products to the customer. The Company applied the practical expedient in ASC 606 and did not evaluate payment terms of one year or less for the existence of a significant financing component. Deferred revenues are recognized as (or when) the Company receives consideration prior to performing its obligations under the contract. In April 2021, the Company entered into a strategic development agreement with a customer, pursuant to which the Company will develop and supply REE platform prototypes. Revenue related to the agreement is deferred and will be recognized upon satisfying performance obligations in the contract. As of December 31, 2021 and 2020, the Company recorded deferred revenues of $943 and nil, respectively. The Company’s contracts with customer prepayment terms do not include a significant financing component because the primary purpose is not to receive financing from the customers. For contracts in which the performance obligation has an original expected duration of one year or less, the Company does not provide disclosure on its remaining performance obligations. Fulfillment costs are capitalized up to the amount that is expected to be recovered, and any excess amounts will be expensed as incurred. As of December 31, 2021, the Company recorded capitalized costs of $943. |
Cost of revenue | Cost of revenueCost of revenues consist of inventory, royalties that were paid and/or accrued, share-based compensation expense, and non recurring engineering. |
Comprehensive loss | Comprehensive lossComprehensive loss consists of other comprehensive loss and net loss. The Company did not have any comprehensive loss transactions during the periods presented. Accordingly, the comprehensive loss is equal to the net loss for the periods presented. |
Segment information | Segment information Effective January 1, 2021, the Company’s reportable segments changed as a result of a change in the way chief operating decision maker (“CODM”) manages the businesses, allocates resources and evaluates performance, and the related changes in Company’s internal organization. The Company now operates as one operating segment. Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker, in deciding how to allocate resources and assessing performance. The Company’s chief operating decision maker allocates resources and assesses performance based upon discrete financial information at the consolidated level. Prior to the January 1, 2021 change in reportable segments, the Company had two operating segments: REE segment and the Softwheel segment. The REE segment includes the activity related to the development of the REE platform. The Softwheel segment included the activity related to production and selling of wheels for personal mobility. |
Recently adopted accounting pronouncements and recently issued accounting pronouncements, not yet adopted | Recently adopted accounting pronouncements As an “emerging growth company,” the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. The adoption dates discussed below reflect this election. In November 2021, the FASB issued ASU No. 2021-10, which intends to clarify required disclosures about transactions with a government that have been accounted for by analogizing to a grant or contribution accounting model to increase transparency about (1) the type of transactions, (2) the accounting transactions, and (30 the effect of the transactions on the entity’s financial statements. The Company adopted the guidance for the year ended December 31, 2021, and interim periods in fiscal years beginning January 1, 2022, and the adoption did not have a material impact on the Company’s consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted the guidance for the year ended December 31, 2021,and interim periods in fiscal years beginning January 1, 2021, and the adoption did not have a material impact on the Company’s consolidated financial statements. Recently issued accounting pronouncements, not yet adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This ASU would require lessees to recognize the following for all leases (with the exception of short-term leases) at the commencement date; (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Additional disclosures will be required to allow the user to assess the amount, timing and uncertainty of cash flows arising from leasing activities. A modified retrospective transition approach is required for leases existing at the time of adoption. The Company expects to adopt the guidance as of January 1, 2022. During fiscal year 2021, the company conducted a survey to identify all leases across the organization (including embedded leases). The company identified that a majority of the leases are categorized into one of three categories: real estate, office equipment, and vehicles. The Company is finalizing the accumulation of lease data, including new leases entered into at the end of fiscal year 2021, and preparing the final transition adjustment calculations. The Company estimates that total assets and total liabilities will increase within the range of $8,000 and $9,700 on January 1, 2022 when the ASU is adopted. In December 2019, the FASB issued ASU 2019-12 “Income Taxes (Topic 740) — Simplifying the Accounting for Income Taxes” (“the Update”). ASU 2019-12 is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles in ASC 740. The standard will be effective for the Company beginning January 1, 2022, and interim periods in fiscal years beginning January 1, 2023. The Company does not anticipate ASU 2019-12 will have a material impact on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13 “Financial Instruments — Credit Losses — Measurement of Credit Losses on Financial Instruments.” This guidance replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The guidance will be effective for the Company beginning January 1, 2023, and interim periods therein. Early adoption is permitted. The Company is currently evaluating the effect that ASU 2016-13 will have on its consolidated financial statements and related disclosures. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Inventory | December 31, 2021 December 31, 2020 Raw materials $ — $ 31 Finished goods — 240 $ — $ 271 |
Schedule of Property and Equipment, net | Depreciation is calculated by the straight-line method over the estimated useful lives of the assets at the following annual rates: % Computers and peripheral equipment 15%-33% Electronic equipment 10%-33% Office furniture and equipment 6% Leasehold improvements Shorter of the term of the lease or useful life Property and equipment, net consists of: December 31, 2021 December 31, 2020 Computers and software $ 1,266 $ 567 Furniture and equipment 129 82 Electronic equipment 976 152 Vehicles 177 109 Leasehold improvements 493 170 Construction in progress 199 — $ 3,240 $ 1,080 Less - accumulated depreciation and amortization (565) (325) Total $ 2,675 $ 755 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The Company used the following weighted-average assumptions for options granted to employees and non-employees: December 31, 2021 December 31, 2020 December 31, 2019 Expected volatility 60.8% — 69.0% 53.8% — 66.2% 53.8% — 60.6% Risk-Free interest rate 0.53% — 1.07% 0.38% — 2.38% 1.75% — 2.38% Expected dividend yield 0% 0% 0% Expected life (years) 5.10 5.33 5.72 |
Schedule of Contract Liabilities | Contract liabilities consisted of the following as of December 31, 2021 and 2020: December 31, 2021 December 31, 2020 Deferred revenues, current $ — $ — Deferred revenues, non-current $ 943 $ — |
CASH AND CASH EQUIVALENTS (Tabl
CASH AND CASH EQUIVALENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash and Cash Equivalents | December 31, 2021 December 31, 2020 Cash in banks $ 275,772 $ 44,707 Restricted cash 138 800 Non-current restricted cash 1,005 — $ 276,915 $ 45,507 |
OTHER ACCOUNTS RECEIVABLE AND_2
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule Of Other Accounts Receivable And Prepaid Expenses | December 31, 2021 December 31, 2020 Government authorities $ 897 $ 138 Prepaid expenses 5,151 222 Advances to suppliers 5,734 — Other receivables 380 68 Total $ 12,162 $ 428 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, net | Depreciation is calculated by the straight-line method over the estimated useful lives of the assets at the following annual rates: % Computers and peripheral equipment 15%-33% Electronic equipment 10%-33% Office furniture and equipment 6% Leasehold improvements Shorter of the term of the lease or useful life Property and equipment, net consists of: December 31, 2021 December 31, 2020 Computers and software $ 1,266 $ 567 Furniture and equipment 129 82 Electronic equipment 976 152 Vehicles 177 109 Leasehold improvements 493 170 Construction in progress 199 — $ 3,240 $ 1,080 Less - accumulated depreciation and amortization (565) (325) Total $ 2,675 $ 755 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | December 31, 2021 December 31, 2020 Employees and payroll accruals $ 8,262 $ 1,480 Deferred transaction costs — 328 Professional fees 600 379 Non recurring engineering 4,800 — Government authorities 648 — Other payables 1,708 73 Total $ 16,018 $ 2,260 |
COMMITMENTS AND CONTINGENT LI_2
COMMITMENTS AND CONTINGENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Commitments Under Leases | Future minimum commitments under these leases as of December 31, 2021 are as follows: Operating leases 2022 $ 2,666 2023 2,160 2024 1,763 2025 1,716 2026 and thereafter 1,358 Total $ 9,663 |
Schedule of Annual Purchase Commitments Under Contracts | Annual purchase commitments under various contracts as of December 31, 2021 are as follows: Purchase commitments 2022 $ 7,458 2023 — 2024 — 2025 — 2026 and thereafter — Total $ 7,458 |
SHAREHOLDERS' EQUITY (Tables)
SHAREHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Stock by Class | Composition of share capital: December 31, 2021 Authorized Issued and outstanding Number of shares Class A Ordinary shares, no par value (1) 1,000,000,000 234,262,636 Class B Ordinary shares, no par value (2) 83,417,110 83,417,110 1,083,417,110 317,679,746 Historical Composition of share capital: December 31, 2020 Authorized Issued and outstanding Number of shares Ordinary shares of NIS 0.01 par value each (3) 372,124,239 45,271,559 Preferred A shares of NIS 0.01 par value each (3) 37,431,121 23,770,526 Preferred A-1 shares of NIS 0.01 par value each (3) 7,746,902 7,746,902 Preferred B shares of NIS 0.01 par value each (3) 71,499,221 54,440,294 Preferred B-1 shares of NIS 0.01 par value each (3) 6,168,459 5,858,106 Preferred C shares of NIS 0.01 par value each (3) 42,801,681 21,581,947 Preferred D shares of NIS 0.01 par value each (3) 21,895,369 16,523,474 Preferred D-1 shares of NIS 0.01 par value each (3) 1,068,067 878,191 560,735,059 176,070,999 (1) Each Class A Ordinary Share has the right to exercise one vote, to participate pro rata in all the dividends declared by the Board of Director’s of the Company and the rights in the event of the Company’s winding up are to participate pro-rata in the total assets of the Company. (2) Class B Ordinary Shares, which are held by the founders, are entitled to cast ten votes per each Class B Ordinary Share held as of the applicable record date. Specific actions set forth in REE’s Amended and Restated Articles may not be effected by REE without the prior affirmative vote of 100% of the outstanding REE Class B Ordinary Shares, voting as a separate class. Each Class B Ordinary Shares will be automatically suspended upon the tenth anniversary of the closing of the Merger. There are no economic or participating rights to this class of shares. (3) Prior period results have been retroactively adjusted to reflect the 1:26.7017 stock split and the changes in par value from 0.01 NIS to no par value effected on July 22, 2021. See also Note 7, Merger with 10X Capital, for details. |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | The share-based compensation expense recognized in the Company’s consolidated statements of operations are as follow: December 31, 2021 December 31, 2020 December 31, 2019 Cost of sales $ 437 $ — $ — Research and development 208,935 21,419 3,793 Selling, general and administrative 238,705 31,344 3,253 $ 448,077 $ 52,763 $ 7,046 |
Share-based Payment Arrangement, Option, Activity | A summary of option balances under the 2021 and 2011 Share Incentive Plan as of December 31, 2021, and changes during the year then ended are as follows: Number of options (1) Weighted-average exercise price (1) Weighted-average remaining contractual term (in years) Aggregate intrinsic value (in thousands) (2) Outstanding at January 1, 2020 48,686,115 $ 0.19 8.57 $ 104,634 Granted 28,040,518 $ 0.73 Exercised (5,198,548) $ 0.04 Forfeited (141,519) $ 0.05 Cancelled — $ — Outstanding at December 31, 2020 71,386,566 $ 0.41 8.39 $ 360,631 Granted 46,297,737 $ 0.01 Exercised (3,715,925) $ 0.22 Forfeited (681,312) $ 0.50 Cancelled — $ — Outstanding at December 31, 2021 113,287,066 $ 0.20 8.28 $ 605,788 Exercisable at December 31, 2021 100,391,350 $ 0.17 8.22 $ 539,762 ( 1) Results have been retroactively adjusted to reflect the 1:26.7017 stock split and the changes in par value from 0.01 NIS to no par value effected on July 22, 2021. See Note 7, for details. (2) Intrinsic value is calculated as the difference between the fair value of REE’s Class A ordinary shares as of the end of each reporting period and the exercise price of the option. |
Share-based Payment Arrangement, Option, Exercise Price Range | The following tables summarize information about the Company's outstanding and exercisable options granted to employees as of December 31, 2021: Outstanding Options Exercisable Options Range of exercise prices Number of outstanding options Weighted-average remaining contractual term (in years) Weighted-average exercise price Number of exercisable options Weighted-average remaining contractual term (in years) Weighted-average exercise price $0.00 - $0.02 58,945,159 4.82 $0.00 52,555,526 4.84 $0.00 $0.02 - $0.05 23,664,317 1.36 $0.01 23,146,974 1.50 $0.01 $0.05 - $0.10 854,454 0.05 $0.00 674,217 0.04 $0.00 $0.10 - $1.00 25,867,252 1.76 $0.10 21,424,617 1.62 $0.10 $1.00 - $9.74 3,955,884 0.29 $0.09 2,590,016 0.22 $0.07 Total 113,287,066 8.28 $0.20 100,391,350 8.22 $0.17 |
Share-based Payment Arrangement, Restricted Stock Unit, Activity | Restricted share units activity The following table summarizes restricted share units activity: Number of restricted Weighted-average ordinary fair value per share at grant date Outstanding at January 1, 2021 — $ — Granted 492,782 4.35 Vested — — Forfeited — — Expired — — Outstanding at December 31, 2021 492,782 $ 4.35 Exercisable at December 31, 2021 — |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | Loss before taxes is comprised as follows: December 31, 2021 December 31, 2020 Domestic (Israel) $ (498,242) $ (67,713) Foreign (5,807) *) Total $ (504,049) $ (67,713) *) Represents less than $1. |
Schedule of Deferred Tax Assets and Liabilities | The following table presents the significant components of the Company’s deferred tax assets: December 31, 2021 December 31, 2020 Deferred tax assets: Operating loss carryforward $ 22,723 $ 7,660 Share based compensation 98,396 — Research and development 5,586 1,532 Accrued social benefits and other 366 217 Deferred tax asset before valuation allowance $ 127,071 $ 9,409 Valuation allowance $ (126,898) (9,409) Total deferred tax assets $ 173 $ — Fixed Assets (173) — Deferred tax liabilities $ (173) $ — Net deferred taxes $ — $ — |
Schedule of Components of Income Tax Expense (Benefit) | Income taxes are comprised as follows: December 31, 2021 December 31, 2020 Current $ 1,281 $ — Deferred — — $ 1,281 $ — December 31, 2021 December 31, 2020 Domestic $ — $ — Foreign 1,281 — $ 1,281 $ — |
Schedule of Unrecognized Tax Benefits Roll Forward | A reconciliation of the opening and closing amounts of total unrecognized tax benefits is as follows: December 31, 2021 December 31, 2020 Opening balance $ — $ — Tax positions taken in current year 856 — Interest — — Ending Balance $ 856 $ — |
Summary of Operating Loss Carryforwards | As of December 31, 2021, the Company and it’s subsidiaries had net operating carry forward losses for tax purposes which may be carried forward and offset against taxable income in the future for an indefinite period. Name of Subsidiary Net Operating Loss Carryforwards REE Automotive Ltd $ (98,245) REE Automotive UK Limited $ (353) REE Automotive Holdings Inc. (1) $ (152) REE Automotive Japan K.K. $ (6) NOTE 11. INCOME TAXES (cont.) (1) Utilization of the U.S. net operating losses may be subject to substantial annual limitation due to the “change in ownership” provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitation may result in the expiration of net operating losses before utilization. |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2021 July 22, 2021 (1) Liabilities: Warrant Liability – Public Warrants 1 $ 10,364 $ 16,603 Warrant Liability – Private Warrants 3 $ 10,670 $ 15,455 (1) In July 2021, the Company assumed public and private warrants as part of its merger with 10X Capital |
Fair Value Measurement Inputs and Valuation Techniques | The following table provides quantitative information regarding Level 3 fair value measurements: December 31, 2021 July 22, 2021 (1) Share price $ 5.55 $ 9.85 Strike price $ 11.50 $ 11.50 Term (in years) 4.6 5.0 Volatility 65.0 % 37.5 % Risk-free rate 1.2 % 0.7 % Dividend yield 0.0 % 0.0 % (1) In July 2021, the Company assumed public and private warrants as part of its merger with 10X Capital |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Placement Fair value as of July 23, 2021 $ 15,455 Change in fair value (4,785) Fair value as of December 31, 2021 $ 10,670 |
FINANCIAL INCOME, NET (Tables)
FINANCIAL INCOME, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Schedule of Financial Income, Net | December 31, 2021 December 31, 2020 December 31, 2019 Interest income and bank fees, net $ (573) $ (409) $ (191) Foreign currency translation adjustments - expense $ 147 $ 27 6 Financial income with respect to convertible loan, net — — (1,645) Other expense (income) $ 3 $ (3) — Financial income, net $ (423) $ (385) $ (1,830) |
BASIC AND DILUTED NET LOSS PE_2
BASIC AND DILUTED NET LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Losses per Share | The following table sets forth the computation of basic and diluted losses per share: December 31, 2021 December 31, 2020 December 31, 2019 Numerator: Net loss for basic and diluted loss per share $ (505,330) $ (67,713) $ (12,195) Denominator: Weighted average number of Class A ordinary and preferred shares used in computing basic and diluted net loss per share 235,612,764 155,930,380 126,592,395 Basic and diluted net loss per Class A ordinary and preferred shares $ (2.14) $ (0.43) $ (0.10) |
SEGMENTS (Tables)
SEGMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Net Sales Attributable to Countries | Net sales attributed to countries that represent a significant portion of consolidated net sales are as follows: December 31, 2021 December 31, 2020 December 31, 2019 Israel $ — $ 21 $ 18 Germany — 91 111 Norway — 45 54 US 5 27 325 Rest of the world 1 204 173 Total $ 6 $ 388 $ 681 |
Schedule of Percentage of Long-lived Assets Attributable to Countries | Long-lived assets other than financial instruments attributed to countries that represent a significant portion of consolidated assets are as follows: December 31, 2021 December 31, 2020 Israel 72 % 99 % UK 28 % — % US (* 1 % Germany (* (* *) Represents less than 1% |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Transactions with the related parties were as follows: December 31, 2021 December 31, 2020 Research and development, net $ — $ 26 Selling, general and administrative expenses, net $ 31 $ — Balances with the related parties were as follows: December 31, 2021 December 31, 2020 Property and equipment, net $ — $ 33 Trade payables $ 37 $ 9 Employees and payroll accruals $ 49 $ — |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) | 12 Months Ended | ||||
Dec. 31, 2021USD ($)segmentshares | Dec. 31, 2020USD ($)segmentshares | Dec. 31, 2019USD ($)shares | Jan. 01, 2022USD ($) | Aug. 19, 2021USD ($) | |
Accounting Policies [Line Items] | |||||
Short-term deposits | $ 0 | $ 1,667,000 | |||
Deferred transaction costs | 0 | ||||
Deferred transaction costs capitalized | 328,000 | ||||
Inventory write-off | $ 251,000 | 70,000 | $ 109,000 | ||
Employee maximum contribution, percentage of monthly salary | 8.33% | ||||
Severance pay expense | $ 842,000 | $ 386,000 | $ 167,000 | ||
Weighted average number of shares excluded from calculation of diluted net loss per share (in shares) | shares | 70,721,964 | 90,692,220 | 82,269,251 | ||
Unrecognized tax positions | $ 856,000 | $ 0 | $ 0 | ||
Deferred revenue | 943,000 | 0 | |||
Capitalized costs | 943,000 | ||||
Remaining performance obligations | 943,000 | ||||
Cost of sales | $ 995,000 | $ 647,000 | $ 490,000 | ||
Number of operating segments | segment | 1 | 2 | |||
Share-based Payment Arrangement, Option | |||||
Accounting Policies [Line Items] | |||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | ||
Forecast | Accounting Standards Update 2016-02 | Minimum | |||||
Accounting Policies [Line Items] | |||||
Estimated increase to total lease assets and total lease liabilities | $ 8,000,000 | ||||
Forecast | Accounting Standards Update 2016-02 | Maximum | |||||
Accounting Policies [Line Items] | |||||
Estimated increase to total lease assets and total lease liabilities | $ 9,700,000 | ||||
Production Line In Canada | |||||
Accounting Policies [Line Items] | |||||
Cost of sales | $ 198,000 | ||||
US | |||||
Accounting Policies [Line Items] | |||||
Matching contribution, percentage of participant annual compensation | 4.00% | ||||
Employer expenses related to defined contribution plan | $ 76,000 | 5,000 | |||
Foreign Plan | |||||
Accounting Policies [Line Items] | |||||
Matching contribution, percentage of participant annual compensation | 3.00% | ||||
Employer expenses related to defined contribution plan | $ 119,000 | ||||
IIA | |||||
Accounting Policies [Line Items] | |||||
Royalty-bearing grants | 0 | 0 | $ 0 | ||
BIRD | |||||
Accounting Policies [Line Items] | |||||
Royalty-bearing grants | 105,000 | 0 | 202,000 | ||
INEA | |||||
Accounting Policies [Line Items] | |||||
Grants received | 72,000 | $ 274,000 | $ 256,000 | ||
APC | |||||
Accounting Policies [Line Items] | |||||
Royalty-bearing grants | $ 0 | ||||
Grants received | $ 17,000,000 | ||||
Investment received | $ 57,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Raw materials | $ 0 | $ 31 |
Finished goods | 0 | 240 |
Inventory | $ 0 | $ 271 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Computers and software | Minimum | |
Accounting Policies [Line Items] | |
Depreciation as a percentage of estimated useful lives | 0.15 |
Computers and software | Maximum | |
Accounting Policies [Line Items] | |
Depreciation as a percentage of estimated useful lives | 0.33 |
Electronic equipment | Minimum | |
Accounting Policies [Line Items] | |
Depreciation as a percentage of estimated useful lives | 0.10 |
Electronic equipment | Maximum | |
Accounting Policies [Line Items] | |
Depreciation as a percentage of estimated useful lives | 0.33 |
Furniture and equipment | |
Accounting Policies [Line Items] | |
Depreciation as a percentage of estimated useful lives | 0.06 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Weighted-Average Valuation Assumptions (Details) - Share-based Payment Arrangement, Option | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility, minimum | 60.80% | 53.80% | 53.80% |
Expected volatility, maximum | 69.00% | 66.20% | 60.60% |
Risk-Free interest rate, minimum | 0.53% | 0.38% | 1.75% |
Risk-Free interest rate, maximum | 1.07% | 2.38% | 2.38% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected life (years) | 5 years 1 month 6 days | 5 years 3 months 29 days | 5 years 8 months 19 days |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Contract Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Deferred revenues, current | $ 0 | $ 0 |
Deferred revenues, non-current | $ 943 | $ 0 |
CASH AND CASH EQUIVALENTS (Deta
CASH AND CASH EQUIVALENTS (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Cash and Cash Equivalents [Abstract] | |||
Cash and cash equivalents | $ 275,772 | $ 44,707 | $ 27,619 |
Restricted cash | 138 | 800 | 93 |
Non-current restricted cash | 1,005 | 0 | 0 |
Total cash, cash equivalents and restricted cash | $ 276,915 | $ 45,507 | $ 27,712 |
OTHER ACCOUNTS RECEIVABLE AND_3
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Government authorities | $ 897 | $ 138 |
Prepaid expenses | 5,151 | 222 |
Advances to suppliers | 5,734 | 0 |
Other receivables | 380 | 68 |
Total | $ 12,162 | $ 428 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 3,240 | $ 1,080 | |
Less - accumulated depreciation and amortization | (565) | (325) | |
Total | 2,675 | 755 | |
Depreciation expense | 484 | 166 | $ 82 |
Computers and software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 1,266 | 567 | |
Furniture and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 129 | 82 | |
Electronic equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 976 | 152 | |
Vehicles | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 177 | 109 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 493 | 170 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 199 | $ 0 |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITES (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Employees and payroll accruals | $ 8,262 | $ 1,480 |
Deferred transaction costs | 0 | 328 |
Professional fees | 600 | 379 |
Non recurring engineering | 4,800 | 0 |
Government authorities | 648 | 0 |
Other payables | 1,708 | 73 |
Total | $ 16,018 | $ 2,260 |
MERGER WITH 10X CAPITAL (Detail
MERGER WITH 10X CAPITAL (Details) $ / shares in Units, $ in Thousands | Jul. 26, 2021shares | Jul. 22, 2021USD ($)shares | Dec. 31, 2021voteshares | Jul. 22, 2021vote₪ / sharesshares | Jul. 22, 2021vote$ / sharesshares | Dec. 31, 2020₪ / sharesshares |
Business Acquisition [Line Items] | ||||||
Preferred stock par value (in NIS per share) | (per share) | ₪ 0.01 | $ 0 | ||||
Common stock par value (in NIS per share) | (per share) | 0.01 | $ 0 | ₪ 0.01 | |||
Common stock after stock split (in shares) | 372,124,239 | |||||
Shares issued (in shares) | 45,271,559 | |||||
Shares issued and sold (in shares) | 30,000,000 | |||||
Price per share of shares issued and sold (in USD per share) | ₪ / shares | ₪ 10 | |||||
Gross proceeds from shares issued and sold | $ | $ 300 | |||||
Conversion of shares (in shares) | 30,000,000 | |||||
Gross proceeds from merger | $ | $ 348,000 | |||||
Transaction costs associated with merger | $ | 63,000 | |||||
Transaction costs related to warrant liabilities | $ | $ 2,887 | |||||
Stock split, ratio | 26.7017 | |||||
Ordinary shares - Class A | ||||||
Business Acquisition [Line Items] | ||||||
Common stock after stock split (in shares) | 1,000,000,000 | 188,722,998 | 188,722,998 | |||
Price per share after stock split (in USD per share) | $ / shares | $ 10 | |||||
Shares issued (in shares) | 234,262,636 | |||||
Shares forfeited (in shares) | 1,500,000 | |||||
Number of votes | vote | 1 | 1 | ||||
Ordinary shares - Class A | 10X Capital Class A Common Stock Holders | ||||||
Business Acquisition [Line Items] | ||||||
Shares issued (in shares) | 12,703,234 | 12,703,234 | ||||
Shares outstanding (in shares) | 11,203,234 | |||||
Ordinary shares - Class A | 10X Capital Warrant Holders | ||||||
Business Acquisition [Line Items] | ||||||
Warrants issued (in shares) | 15,562,500 | 15,562,500 | ||||
Ordinary shares - Class A | 10X Capital | ||||||
Business Acquisition [Line Items] | ||||||
Common stock par value (in NIS per share) | $ / shares | $ 0.0001 | |||||
Ordinary shares - Class B | ||||||
Business Acquisition [Line Items] | ||||||
Common stock after stock split (in shares) | 83,417,110 | |||||
Shares issued (in shares) | 83,417,110 | |||||
Number of votes | vote | 10 | 10 | 10 | |||
Shares issued (in shares) | 83,417,110 | 83,417,110 | ||||
Percentage of voting power | 0.39 | 0.39 | ||||
Ordinary shares - Class B | 10X Capital | ||||||
Business Acquisition [Line Items] | ||||||
Common stock par value (in NIS per share) | $ / shares | $ 0.0001 |
COMMITMENTS AND CONTINGENT LI_3
COMMITMENTS AND CONTINGENT LIABILITIES - Schedule of Future Minimum Commitments Under Leases (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 2,666 |
2023 | 2,160 |
2024 | 1,763 |
2025 | 1,716 |
2026 and thereafter | 1,358 |
Total | $ 9,663 |
COMMITMENTS AND CONTINGENT LI_4
COMMITMENTS AND CONTINGENT LIABILITIES - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Other Commitments [Line Items] | |||
Rent expense | $ 870,000 | $ 286,000 | $ 207,000 |
Short-term guarantee issued by bank | 138,000 | ||
Long-term guarantee issued by bank | 1,005,000 | ||
BIRD | |||
Other Commitments [Line Items] | |||
Paid and accrued royalties | 0 | 0 | 12,000 |
IIA | |||
Other Commitments [Line Items] | |||
Paid and accrued royalties | 0 | $ 27,000 | $ 1,000 |
Royalty | |||
Other Commitments [Line Items] | |||
Remaining contingent obligation of royalties | 721,000 | ||
Royalty | BIRD | |||
Other Commitments [Line Items] | |||
Remaining contingent obligation of royalties | $ 433,000 |
COMMITMENTS AND CONTINGENT LI_5
COMMITMENTS AND CONTINGENT LIABILITIES - Schedule of Annual Purchase Commitments Under Contracts (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 7,458 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
2026 and thereafter | 0 |
Total | $ 7,458 |
SHAREHOLDERS' EQUITY - Narrativ
SHAREHOLDERS' EQUITY - Narrative (Details) $ / shares in Units, $ in Thousands | Aug. 16, 2021shares | Jul. 22, 2021₪ / sharesshares | Aug. 31, 2021shares | Jun. 30, 2021shares | Feb. 29, 2020USD ($)$ / sharesshares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) | Dec. 31, 2021₪ / sharesshares | Dec. 31, 2021$ / sharesshares | Jul. 22, 2021$ / sharesshares | Dec. 31, 2020₪ / sharesshares | Dec. 31, 2020$ / sharesshares |
Class of Stock [Line Items] | |||||||||||||
Common stock outstanding (in shares) | 45,271,559 | 45,271,559 | |||||||||||
Preferred stock outstanding (in shares) | 141,461,817 | 141,461,817 | |||||||||||
SPAC merger and PIPE financing | $ | $ 258,159 | ||||||||||||
Stock split, ratio | 26.7017 | ||||||||||||
Common stock par value (in NIS per share) | (per share) | ₪ 0.01 | $ 0 | ₪ 0.01 | ||||||||||
Preferred stock par value (in NIS per share) | (per share) | ₪ 0.01 | $ 0 | |||||||||||
Share-based compensation expense | $ | 448,077 | $ 52,763 | $ 7,046 | ||||||||||
Exercise price of warrants (in USD per share) | ₪ / shares | ₪ 11.50 | ||||||||||||
Conversion of shares (in shares) | 30,000,000 | ||||||||||||
Selling, general and administrative | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Share-based compensation expense | $ | 238,705 | 31,344 | $ 3,253 | ||||||||||
Strategic Partner | Selling, general and administrative | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Share-based compensation expense | $ | 18,802 | ||||||||||||
Cowen Affiliate | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Issuance of shares (in shares) | 250,000 | ||||||||||||
Certain Investors | Preferred B Shares | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Exercise price of warrants (in USD per share) | $ / shares | $ 0.27 | $ 0.27 | |||||||||||
Payment for share exchange | $ | $ 2,907 | $ 7,085 | |||||||||||
Conversion of shares (in shares) | 10,662,377 | 25,990,711 | |||||||||||
Certain Investors | Preferred D Shares | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Exercise price of warrants (in USD per share) | $ / shares | $ 2.68 | ||||||||||||
Payment for share exchange | $ | $ 25,825 | ||||||||||||
Conversion of shares (in shares) | 9,638,101 | ||||||||||||
Additional Paid-in Capital | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
SPAC merger and PIPE financing | $ | $ 258,159 | ||||||||||||
Ordinary shares - Class A | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Common stock outstanding (in shares) | 47,261,181 | 234,262,636 | 234,262,636 | 47,261,181 | |||||||||
Ordinary shares - Class B | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Common stock outstanding (in shares) | 83,417,110 | 83,417,110 | |||||||||||
Ordinary shares | Strategic Partner | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Issuance of shares (in shares) | 370,479 | 1,989,622 | |||||||||||
Preferred B Shares | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred stock outstanding (in shares) | 54,440,294 | 54,440,294 | |||||||||||
Preferred stock par value (in NIS per share) | ₪ / shares | ₪ 0.01 |
SHAREHOLDERS' EQUITY - Schedule
SHAREHOLDERS' EQUITY - Schedule of Stock by Class (Details) | Jul. 22, 2021vote₪ / sharesshares | Dec. 31, 2021voteshares | Jul. 22, 2021vote$ / sharesshares | Dec. 31, 2020₪ / sharesshares |
Class of Stock [Line Items] | ||||
Common stock par value (in NIS per share) | (per share) | ₪ 0.01 | $ 0 | ₪ 0.01 | |
Preferred stock par value (in NIS per share) | (per share) | ₪ 0.01 | $ 0 | ||
Common stock authorized (in shares) | 372,124,239 | |||
Common stock issued (in shares) | 45,271,559 | |||
Common stock outstanding (in shares) | 45,271,559 | |||
Preferred stock outstanding (in shares) | 141,461,817 | 141,461,817 | ||
Total common and preferred stock, shares authorized (in shares) | 1,083,417,110 | 560,735,059 | ||
Total common and preferred stock, shares outstanding (in shares) | 317,679,746 | 176,070,999 | ||
Total common and preferred stock, shares issued (in shares) | 317,679,746 | 176,070,999 | ||
Stock split, ratio | 26.7017 | |||
Ordinary shares - Class A | ||||
Class of Stock [Line Items] | ||||
Common stock authorized (in shares) | 188,722,998 | 1,000,000,000 | 188,722,998 | |
Common stock issued (in shares) | 234,262,636 | |||
Common stock outstanding (in shares) | 47,261,181 | 234,262,636 | 47,261,181 | |
Number of votes | vote | 1 | 1 | ||
Ordinary shares - Class B | ||||
Class of Stock [Line Items] | ||||
Common stock authorized (in shares) | 83,417,110 | |||
Common stock issued (in shares) | 83,417,110 | |||
Common stock outstanding (in shares) | 83,417,110 | |||
Number of votes | vote | 10 | 10 | 10 | |
Affirmative Voting Rights, Percentage Of Common Stock, Outstanding | 1 | |||
Preferred A Shares | ||||
Class of Stock [Line Items] | ||||
Preferred stock par value (in NIS per share) | ₪ / shares | ₪ 0.01 | |||
Preferred stock authorized (in shares) | 37,431,121 | |||
Preferred stock issued (in shares) | 23,770,526 | |||
Preferred stock outstanding (in shares) | 23,770,526 | |||
Preferred A-1 Shares | ||||
Class of Stock [Line Items] | ||||
Preferred stock par value (in NIS per share) | ₪ / shares | ₪ 0.01 | |||
Preferred stock authorized (in shares) | 7,746,902 | |||
Preferred stock issued (in shares) | 7,746,902 | |||
Preferred stock outstanding (in shares) | 7,746,902 | |||
Preferred B Shares | ||||
Class of Stock [Line Items] | ||||
Preferred stock par value (in NIS per share) | ₪ / shares | ₪ 0.01 | |||
Preferred stock authorized (in shares) | 71,499,221 | |||
Preferred stock issued (in shares) | 54,440,294 | |||
Preferred stock outstanding (in shares) | 54,440,294 | |||
Preferred B-1 Shares | ||||
Class of Stock [Line Items] | ||||
Preferred stock par value (in NIS per share) | ₪ / shares | ₪ 0.01 | |||
Preferred stock authorized (in shares) | 6,168,459 | |||
Preferred stock issued (in shares) | 5,858,106 | |||
Preferred stock outstanding (in shares) | 5,858,106 | |||
Preferred C Shares | ||||
Class of Stock [Line Items] | ||||
Preferred stock par value (in NIS per share) | ₪ / shares | ₪ 0.01 | |||
Preferred stock authorized (in shares) | 42,801,681 | |||
Preferred stock issued (in shares) | 21,581,947 | |||
Preferred stock outstanding (in shares) | 21,581,947 | |||
Preferred D Shares | ||||
Class of Stock [Line Items] | ||||
Preferred stock par value (in NIS per share) | ₪ / shares | ₪ 0.01 | |||
Preferred stock authorized (in shares) | 21,895,369 | |||
Preferred stock issued (in shares) | 16,523,474 | |||
Preferred stock outstanding (in shares) | 16,523,474 | |||
Preferred D-1 Shares | ||||
Class of Stock [Line Items] | ||||
Preferred stock par value (in NIS per share) | ₪ / shares | ₪ 0.01 | |||
Preferred stock authorized (in shares) | 1,068,067 | |||
Preferred stock issued (in shares) | 878,191 | |||
Preferred stock outstanding (in shares) | 878,191 |
SHARE-BASED COMPENSATION - Sche
SHARE-BASED COMPENSATION - Schedule of Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation expense | $ 448,077 | $ 52,763 | $ 7,046 |
Cost of sales | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation expense | 437 | 0 | 0 |
Research and development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation expense | 208,935 | 21,419 | 3,793 |
Selling, general and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation expense | $ 238,705 | $ 31,344 | $ 3,253 |
SHARE-BASED COMPENSATION - Narr
SHARE-BASED COMPENSATION - Narrative (Details) $ / shares in Units, $ in Thousands | Jul. 22, 2021shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020$ / shares | Dec. 31, 2019$ / shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation costs not yet recognized | $ | $ 59,534 | |||
Weighted-average remaining period of compensation costs not yet recognized | 1 year 2 months 8 days | |||
Fair value of options granted (in USD per share) | $ / shares | $ 9.76 | $ 2.75 | $ 0.63 | |
Ordinary shares - Class A | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares reserved for issuance (in shares) | 4,628,524 | |||
Percentage of shares issued and outstanding, approved for issuance | 0.02 | |||
2021 Plan | Ordinary shares - Class A | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares reserved for issuance (in shares) | 23,142,623 | |||
Ordinary shares | 2011 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares canceled (in shares) | 2,128,978 | |||
Share-based Payment Arrangement, Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 3 years | |||
Award expiration period | 10 years | |||
Minimum percentage of fair market value for exercise price of options granted | 1 | |||
Share-based Payment Arrangement, Option | 2011 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares authorized under plan (in shares) | 0 | |||
Options and RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares available for future grant under plan (in shares) | 22,880,155 | |||
Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation costs not yet recognized | $ | $ 2,064 | |||
Weighted-average remaining period of compensation costs not yet recognized | 2 years 10 months 24 days | |||
Fair value of units granted (in USD per share) | $ / shares | $ 4.35 |
SHARE-BASED COMPENSATION - Shar
SHARE-BASED COMPENSATION - Share-based Payment Arrangement, Option, Activity (Details) $ / shares in Units, $ in Thousands | Jul. 22, 2021₪ / shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020$ / shares₪ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Jul. 22, 2021$ / shares | Dec. 31, 2020USD ($) |
Number of options | ||||||
Outstanding at beginning of period (in shares) | shares | 71,386,566 | 48,686,115 | ||||
Granted (in shares) | shares | 46,297,737 | 28,040,518 | ||||
Exercised (in shares) | shares | (3,715,925) | (5,198,548) | ||||
Forfeited (in shares) | shares | (681,312) | (141,519) | ||||
Cancelled (in shares) | shares | 0 | 0 | ||||
Outstanding at end of period (in shares) | shares | 113,287,066 | 71,386,566 | 48,686,115 | |||
Number of options exercisable (in shares) | shares | 100,391,350 | |||||
Weighted-average exercise price | ||||||
Outstanding at beginning of period (in USD per share) | $ / shares | $ 0.41 | $ 0.19 | ||||
Granted (in USD per share) | $ / shares | 0.01 | 0.73 | ||||
Exercised (in USD per share) | $ / shares | 0.22 | 0.04 | ||||
Forfeited (in USD per share) | $ / shares | 0.50 | 0.05 | ||||
Cancelled (in USD per share) | $ / shares | 0 | 0 | ||||
Outstanding at end of period (in USD per share) | $ / shares | 0.20 | $ 0.41 | $ 0.19 | |||
Weighted-average exercise price of options exercisable (in USD per share) | $ / shares | $ 0.17 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||||||
Weighted-average remaining contractual term of options outstanding | 8 years 3 months 10 days | 8 years 4 months 20 days | 8 years 6 months 25 days | |||
Weighted-average remaining contractual term of options exercisable | 8 years 2 months 19 days | |||||
Aggregate intrinsic value of options outstanding | $ | $ 605,788 | $ 104,634 | $ 360,631 | |||
Aggregate intrinsic value of options exercisable | $ | $ 539,762 | |||||
Stock split, ratio | 26.7017 | |||||
Common stock par value (in NIS per share) | (per share) | ₪ 0.01 | $ 0.01 | $ 0 | |||
Preferred stock par value (in NIS per share) | (per share) | ₪ 0.01 | $ 0 |
SHARE-BASED COMPENSATION - Sh_2
SHARE-BASED COMPENSATION - Share-based Payment Arrangement, Option, Exercise Price Range (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of outstanding options (in shares) | shares | 113,287,066 |
Weighted-average remaining contractual term of outstanding options | 8 years 3 months 10 days |
Weighted-average exercise price of outstanding options (in USD per share) | $ 0.20 |
Number of exercisable options (in shares) | shares | 100,391,350 |
Weighted-average remaining contractual term of exercisable options | 8 years 2 months 19 days |
Weighted-average exercise price of exercisable options (in USD per share) | $ 0.17 |
$0.00 - $0.02 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of exercise prices, lower (in USD per share) | 0 |
Range of exercise prices, upper (in USD per share) | $ 0.02 |
Number of outstanding options (in shares) | shares | 58,945,159 |
Weighted-average remaining contractual term of outstanding options | 4 years 9 months 25 days |
Weighted-average exercise price of outstanding options (in USD per share) | $ 0 |
Number of exercisable options (in shares) | shares | 52,555,526 |
Weighted-average remaining contractual term of exercisable options | 4 years 10 months 2 days |
Weighted-average exercise price of exercisable options (in USD per share) | $ 0 |
$0.02 - $0.05 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of exercise prices, lower (in USD per share) | 0.02 |
Range of exercise prices, upper (in USD per share) | $ 0.05 |
Number of outstanding options (in shares) | shares | 23,664,317 |
Weighted-average remaining contractual term of outstanding options | 1 year 4 months 9 days |
Weighted-average exercise price of outstanding options (in USD per share) | $ 0.01 |
Number of exercisable options (in shares) | shares | 23,146,974 |
Weighted-average remaining contractual term of exercisable options | 1 year 6 months |
Weighted-average exercise price of exercisable options (in USD per share) | $ 0.01 |
$0.05 - $0.10 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of exercise prices, lower (in USD per share) | 0.05 |
Range of exercise prices, upper (in USD per share) | $ 0.10 |
Number of outstanding options (in shares) | shares | 854,454 |
Weighted-average remaining contractual term of outstanding options | 18 days |
Weighted-average exercise price of outstanding options (in USD per share) | $ 0 |
Number of exercisable options (in shares) | shares | 674,217 |
Weighted-average remaining contractual term of exercisable options | 14 days |
Weighted-average exercise price of exercisable options (in USD per share) | $ 0 |
$0.10 - $1.00 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of exercise prices, lower (in USD per share) | 0.10 |
Range of exercise prices, upper (in USD per share) | $ 1 |
Number of outstanding options (in shares) | shares | 25,867,252 |
Weighted-average remaining contractual term of outstanding options | 1 year 9 months 3 days |
Weighted-average exercise price of outstanding options (in USD per share) | $ 0.10 |
Number of exercisable options (in shares) | shares | 21,424,617 |
Weighted-average remaining contractual term of exercisable options | 1 year 7 months 13 days |
Weighted-average exercise price of exercisable options (in USD per share) | $ 0.10 |
$1.00 - $9.74 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of exercise prices, lower (in USD per share) | 1 |
Range of exercise prices, upper (in USD per share) | $ 9.74 |
Number of outstanding options (in shares) | shares | 3,955,884 |
Weighted-average remaining contractual term of outstanding options | 3 months 14 days |
Weighted-average exercise price of outstanding options (in USD per share) | $ 0.09 |
Number of exercisable options (in shares) | shares | 2,590,016 |
Weighted-average remaining contractual term of exercisable options | 2 months 19 days |
Weighted-average exercise price of exercisable options (in USD per share) | $ 0.07 |
SHARE-BASED COMPENSATION - Sh_3
SHARE-BASED COMPENSATION - Share-based Payment Arrangement, Restricted Stock Unit, Activity (Details) - Restricted Stock Units (RSUs) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Number of restricted share units outstanding | |
Outstanding at beginning of period (in shares) | 0 |
Granted (in shares) | 492,782 |
Vested (in shares) | 0 |
Forfeited (in shares) | 0 |
Expired (in shares) | 0 |
Outstanding at end of period (in shares) | 492,782 |
Number of units exercisable (in shares) | 0 |
Weighted-average ordinary fair value per share at grant date | |
Outstanding at beginning of period (in USD per share) | $ / shares | $ 0 |
Granted (in USD per share) | $ / shares | 4.35 |
Vested (in USD per share) | $ / shares | 0 |
Forfeited (in USD per share) | $ / shares | 0 |
Expired (in USD per share) | $ / shares | 0 |
Outstanding at end of period (in USD per share) | $ / shares | $ 4.35 |
SHARE-BASED COMPENSATION - Disc
SHARE-BASED COMPENSATION - Disclosure of Share-based Compensation Arrangements by Share-based Payment Award (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation expense | $ 448,077 | $ 52,763 | $ 7,046 |
Cost of sales | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation expense | 437 | 0 | 0 |
Research and development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation expense | 208,935 | 21,419 | 3,793 |
Selling, general and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation expense | $ 238,705 | $ 31,344 | $ 3,253 |
SHARE-BASED COMPENSATION - Sc_2
SHARE-BASED COMPENSATION - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) - Share-based Payment Arrangement, Option | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility, minimum | 60.80% | 53.80% | 53.80% |
Expected volatility, maximum | 69.00% | 66.20% | 60.60% |
Risk-Free interest rate, minimum | 0.53% | 0.38% | 1.75% |
Risk-Free interest rate, maximum | 1.07% | 2.38% | 2.38% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected life (years) | 5 years 1 month 6 days | 5 years 3 months 29 days | 5 years 8 months 19 days |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Corporate tax rate | 23.00% | 23.00% |
INCOME TAXES - Schedule of Loss
INCOME TAXES - Schedule of Loss Before Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Domestic (Israel) | $ (498,242) | $ (67,713) | |
Foreign | (5,807) | ||
Net loss before income tax | $ (504,049) | $ (67,713) | $ (12,195) |
INCOME TAXES - Schedule of Defe
INCOME TAXES - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Operating loss carryforward | $ 22,723 | $ 7,660 |
Share based compensation | 98,396 | 0 |
Research and development | 5,586 | 1,532 |
Accrued social benefits and other | 366 | 217 |
Deferred tax asset before valuation allowance | 127,071 | 9,409 |
Valuation allowance | (126,898) | (9,409) |
Total deferred tax assets | 173 | 0 |
Fixed Assets | (173) | 0 |
Deferred tax liabilities | (173) | 0 |
Net deferred taxes | $ 0 | $ 0 |
INCOME TAXES - Schedule of Inco
INCOME TAXES - Schedule of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||
Current | $ 1,281 | $ 0 | |
Deferred | 0 | 0 | |
Income tax expense | 1,281 | 0 | $ 0 |
Income Tax Expense (Benefit), Continuing Operations, by Jurisdiction [Abstract] | |||
Domestic | 0 | 0 | |
Foreign | 1,281 | 0 | |
Income tax expense | $ 1,281 | $ 0 | $ 0 |
INCOME TAXES - Schedule of Unre
INCOME TAXES - Schedule of Unrecognized Tax Benefit (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance at beginning of period | $ 0 | $ 0 |
Tax positions taken in current year | 856,000 | 0 |
Interest | 0 | 0 |
Balance at end of period | $ 856,000 | $ 0 |
INCOME TAXES - Schedule of Net
INCOME TAXES - Schedule of Net Operating Loss Carryforwards (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | $ (98,245) |
REE Automotive UK Limited | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | (353) |
REE Automotive Holdings Inc. | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | (152) |
REE Automotive Japan K.K. | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | $ (6) |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) - 12 months ended Dec. 31, 2021 | $ / sharesshares | ₪ / sharesshares |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants outstanding (in shares) | shares | 15,562,500 | 15,562,500 |
Exercise price of warrants (in USD per share) | ₪ / shares | ₪ 11.50 | |
Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant redemption price (in USD per share) | $ 0.01 | |
Price of common stock with trading days threshold, triggering redemption of warrants (in USD per share) | $ 18 | |
Trading days triggering redemption of warrants | 20 days | |
Consecutive trading day period | 30 days | |
Ordinary shares - Class A | Warrant Holder | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Ratio for entitlement of warrant holder to purchase shares | 1 | 1 |
Ordinary shares - Class A | Public Warrant Holder | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Ratio for entitlement of warrant holder to purchase shares | 1 | 1 |
FAIR VALUE MEASUREMENTS - Asset
FAIR VALUE MEASUREMENTS - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jul. 23, 2021 | Jul. 22, 2021 | Dec. 31, 2020 |
Liabilities: | ||||
Warrants liability | $ 21,034 | $ 0 | ||
Fair Value, Inputs, Level 3 | ||||
Liabilities: | ||||
Warrants liability | 10,670 | $ 15,455 | ||
Fair Value, Recurring | Fair Value, Inputs, Level 1 | Warrant Liability – Public Warrants | ||||
Liabilities: | ||||
Warrants liability | 10,364 | $ 16,603 | ||
Fair Value, Recurring | Fair Value, Inputs, Level 3 | Warrant Liability – Private Warrants | ||||
Liabilities: | ||||
Warrants liability | $ 10,670 | $ 15,455 |
FAIR VALUE MEASUREMENTS - Quant
FAIR VALUE MEASUREMENTS - Quantitative Information Regarding Level 3 Fair Value Measurements (Details) - Fair Value, Inputs, Level 3 | Dec. 31, 2021$ / sharesyear | Jul. 22, 2021year$ / shares |
Share price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement inputs of warrants | 5.55 | 9.85 |
Strike price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement inputs of warrants | 11.50 | 11.50 |
Term (in years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement inputs of warrants | year | 4.6 | 5 |
Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement inputs of warrants | 0.650 | 0.375 |
Risk-free rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement inputs of warrants | 0.012 | 0.007 |
Dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement inputs of warrants | 0 | 0 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Changes in Fair Value of Warrant Liabilities (Details) - USD ($) $ in Thousands | 5 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Fair value of warrant liabilities at beginning of period | $ 0 | |||
Remeasurement of warrant liability | (11,024) | $ 0 | $ 0 | |
Fair value of warrant liabilities at end of period | $ 21,034 | 21,034 | $ 0 | |
Fair Value, Inputs, Level 3 | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Fair value of warrant liabilities at beginning of period | 15,455 | |||
Remeasurement of warrant liability | (4,785) | |||
Fair value of warrant liabilities at end of period | $ 10,670 | $ 10,670 |
FINANCIAL INCOME, NET (Details)
FINANCIAL INCOME, NET (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Other Income and Expenses [Abstract] | |||
Interest income and bank fees, net | $ (573) | $ (409) | $ (191) |
Foreign currency translation adjustments - expense | 147 | 27 | 6 |
Financial income with respect to convertible loan, net | 0 | 0 | (1,645) |
Other expense (income) | 3 | (3) | 0 |
Financial income, net | $ (423) | $ (385) | $ (1,830) |
BASIC AND DILUTED NET LOSS PE_3
BASIC AND DILUTED NET LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||
Net loss for basic and diluted loss per share | $ (505,330) | $ (67,713) | $ (12,195) |
Denominator: | |||
Weighted average number of ordinary shares and preferred shares used in computing basic net loss per share (in shares) | 235,612,764 | 155,930,380 | 126,592,395 |
Weighted average number of ordinary shares and preferred shares used in computing diluted net loss per share (in shares) | 235,612,764 | 155,930,380 | 126,592,395 |
Class A Ordinary and Preferred Shares | |||
Denominator: | |||
Weighted average number of ordinary shares and preferred shares used in computing basic net loss per share (in shares) | 235,612,764 | 155,930,380 | 126,592,395 |
Weighted average number of ordinary shares and preferred shares used in computing diluted net loss per share (in shares) | 235,612,764 | 155,930,380 | 126,592,395 |
Basic net loss per ordinary share and preferred share (in USD per share) | $ (2.14) | $ (0.43) | $ (0.10) |
Diluted net loss per ordinary share and preferred share (in USD per share) | $ (2.14) | $ (0.43) | $ (0.10) |
SEGMENTS (Details)
SEGMENTS (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($)segment | Dec. 31, 2019USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of reportable segments | segment | 1 | ||
Number of operating segments | segment | 1 | 2 | |
Revenues | $ 6 | $ 388 | $ 681 |
Israel | |||
Segment Reporting Information [Line Items] | |||
Revenues | $ 0 | $ 21 | 18 |
Israel | Long-lived Tangible Assets | Geographic Concentration Risk | |||
Segment Reporting Information [Line Items] | |||
Percentage of Long-lived assets | 72.00% | 99.00% | |
Germany | |||
Segment Reporting Information [Line Items] | |||
Revenues | $ 0 | $ 91 | 111 |
Norway | |||
Segment Reporting Information [Line Items] | |||
Revenues | 0 | 45 | 54 |
US | |||
Segment Reporting Information [Line Items] | |||
Revenues | 5 | $ 27 | 325 |
US | Long-lived Tangible Assets | Geographic Concentration Risk | |||
Segment Reporting Information [Line Items] | |||
Percentage of Long-lived assets | 1.00% | ||
Rest of the world | |||
Segment Reporting Information [Line Items] | |||
Revenues | $ 1 | $ 204 | $ 173 |
UK | Long-lived Tangible Assets | Geographic Concentration Risk | |||
Segment Reporting Information [Line Items] | |||
Percentage of Long-lived assets | 28.00% | 0.00% |
RELATED PARTY TRANSACTIONS - Na
RELATED PARTY TRANSACTIONS - Narrative (Details) ₪ / shares in Units, ₪ in Thousands | Jul. 22, 2021₪ / sharesshares | Aug. 31, 2020$ / sharesshares | Jan. 31, 2019$ / sharesshares | Dec. 31, 2018$ / sharesshares | Jan. 31, 2019$ / sharesshares | Dec. 31, 2021ILS (₪) | Jul. 22, 2021$ / shares | Dec. 31, 2020₪ / shares |
Related Party Transaction [Line Items] | ||||||||
Shares sold to related party (in shares) | shares | 30,000,000 | |||||||
Price per share of shares sold to related party (in USD per share) | ₪ / shares | ₪ 10 | |||||||
Common stock par value (in NIS per share) | (per share) | 0.01 | $ 0 | ₪ 0.01 | |||||
Preferred stock par value (in NIS per share) | (per share) | ₪ 0.01 | $ 0 | ||||||
Preferred A Shares | ||||||||
Related Party Transaction [Line Items] | ||||||||
Preferred stock par value (in NIS per share) | ₪ / shares | ₪ 0.01 | |||||||
Affiliated Entity | New Investor | ||||||||
Related Party Transaction [Line Items] | ||||||||
Price per share of shares sold to related party (in USD per share) | $ / shares | $ 4.23 | |||||||
Affiliated Entity | New Investor | Ordinary shares | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shares sold to related party (in shares) | shares | 5,198,548 | 2,783,622 | 3,026,554 | |||||
Price per share of shares sold to related party (in USD per share) | $ / shares | $ 0.52 | $ 0.52 | $ 0.52 | |||||
Affiliated Entity | New Investor | Preferred A Shares | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shares sold to related party (in shares) | shares | 1,936,725 | |||||||
Price per share of shares sold to related party (in USD per share) | $ / shares | $ 0.52 | $ 0.52 | ||||||
Chief Executive Officer | Joint Ownership Company Vehicle | ||||||||
Related Party Transaction [Line Items] | ||||||||
Transactions with related party (in NIS) | ₪ | ₪ 300 |
RELATED PARTY TRANSACTIONS - Sc
RELATED PARTY TRANSACTIONS - Schedule of Transactions with Related Party (Details) - New Investor - Affiliated Entity - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||
Research and development, net | $ 0 | $ 26 |
Selling, general and administrative expenses, net | $ 31 | $ 0 |
RELATED PARTY TRANSACTIONS - _2
RELATED PARTY TRANSACTIONS - Schedule of Balances with Related Party (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | ||
Property and equipment, net | $ 0 | $ 33 |
Trade payables | 37 | 9 |
Employees and payroll accruals | $ 49 | $ 0 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event $ in Thousands | Mar. 11, 2022USD ($)ft² | Feb. 25, 2022 | Feb. 25, 2022m² | Feb. 25, 2022ft² | Feb. 25, 2022USD ($) |
REE Automotive UK Limited | |||||
Subsequent Event [Line Items] | |||||
Area of leases land | 12,077 | 130,000 | |||
Lease term | 10 years | ||||
REE Automotive UK Limited | Minimum | |||||
Subsequent Event [Line Items] | |||||
Lease assets | $ 8,300 | ||||
REE Automotive UK Limited | Maximum | |||||
Subsequent Event [Line Items] | |||||
Lease liabilities | $ 10,100 | ||||
REE Automotive USA Inc. | |||||
Subsequent Event [Line Items] | |||||
Area of leases land | ft² | 118,132 | ||||
Lease term | 10 years | ||||
REE Automotive USA Inc. | Minimum | |||||
Subsequent Event [Line Items] | |||||
Lease assets | $ 7,300 | ||||
REE Automotive USA Inc. | Maximum | |||||
Subsequent Event [Line Items] | |||||
Lease liabilities | $ 9,000 |