United States securities and exchange commission logo
May 25, 2021
Daniel Barel
Chief Executive Officer and Director
REE Automotive Ltd.
10 Aharon Maskin Street
Tel-Aviv, Israel
Re: REE Automotive Ltd.
Amendment No. 1 to
Registration Statement on Form F-4
Filed May 14, 2021
File No. 333-254070
Dear Mr. Barel:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our April
7, 2021 letter.
Amendment #1 on Form F-4 Filed May 14, 2021
Unaudited Historical Comparative and Pro Forma Combined Per Share Data
of 10X Capital and
REE, page 30
1. Please revise the per
share data to address the following:
Remove all per
share data as of and for the year ended December 31, 2019 since
the disclosures are
not required by Part I.A 3(f) of Form F-4 and not permitted by
Article 11 of
Regulation S-X.
Calculate all
historical and pro forma book value per share disclosures based on the
number of
historical or pro forma shares outstanding as of the date presented rather
than the weighted
shares outstanding during the period.
Ensure the
disclosures related to the scenario assuming maximum redemptions on
Daniel Barel
FirstName LastNameDaniel Barel
REE Automotive Ltd.
Comapany
May NameREE Automotive Ltd.
25, 2021
May 25,
Page 2 2021 Page 2
FirstName LastName
page 30 are consistent with the disclosures in the pro forma
financial statements on
page 179.
Description of the Transactions, page 179
2. We note your response to prior comment 14. Please revise the table on
page 9 to disclose
the number of options and warrants and the number of shares issued
subsequent to
December 31, 2020 that are reflected in the table. Please also
demonstrate to us how
the number of options and warrants disclosed in your response letter
reconciles to
disclosures in REE's financial statements.
3. Based on the current disclosures, it appears each outstanding share of
10X Capital Class B
Common Stock (held by the Sponsor) will convert into 1.5763975 shares
of 10X Capital
Class A Common Stock. It also appears holders of the Class B Common
Stock have the
right to receive 2,900,000 Anti-Dilution Shares, with up to 1,500,000
of the
shares being subject to forfeiture if trading prices of REE Class A
Ordinary Shares are not
achieved following the Merger. Please more fully address the
following:
Disclose how the additional shares of Class A Common Stock of 10X
Capital that the
Sponsor will receive as a result of the conversion ratio noted
above are or will be
accounted for in the historical and pro forma financial
statements. In this regard, we
note the conversion ratio only relates to the 10X Capital Class B
Common Stock and
does not appear to be a stock split.
Clarify where and how the conversion of each share of 10X Capital
Class B Common
Stock into 1.5763975 shares of 10X Capital Class A Common Stock
is reflected in all
presentations of the number of shares to be held by the Sponsor
following the
Merger. In this regard, we note the number of shares to be held
by the Sponsor
following the Merger appears to be equal to the Class B Common
Stock currently
held by the Sponsor (prior to the application of the conversion
ratio) plus the Anti-
Dilution Shares.
Disclose how the 2,900,000 Anti-Dilution Shares, including the
shares subject to
forfeiture, are or will be accounted for in the historical and
pro forma financial
statements following the Merger.
Unaudited Pro Forma Condensed Combined Financial Information, page 179
4. Please be advised that pro forma financial statements should only be
presented for the
latest fiscal year and any current interim period, if applicable. In
this regard, please
remove the pro forma statements of operation for the year ended
December 31, 2019 on
pages 188 and 189 and all related disclosures, including on pages 190
and 194.
Unaudited Pro Forma Balance Sheets, page 182
5. Please clarify and explain the disclosures on pages 183 and 185 that
state 10X Capital's
warrant liability presentation is subject to change following the
consummation of the
Merger.
Daniel Barel
REE Automotive Ltd.
May 25, 2021
Page 3
3. Adjustments to Unaudited Pro Forma Combined Financial Information, page 191
6. You disclose that the historical financial statements have been
adjusted in the unaudited
pro forma combined financial information to give pro forma effect to
events that are
directly attributable to the transactions, factually supportable and
expected to have a
continuing impact. Please revise the disclosures and, if applicable,
the related pro forma
adjustments to comply with the updated guidance in Article 11-02(a)(6)
of Regulation S-
X and Section II.D of SEC Release 33-10786.
7. We note your response to prior comment 16. Please disclose how the
options to be granted
to the REE Founders are or will be accounted for in the historical and
pro forma financial
statements and how they are or will be reflected in the loss per share
disclosures. In
addition, please tell us your consideration for disclosing the options
to be granted to the
REE Founders in REE's subsequent events footnote.
4. Net loss per Share, page 193
8. We note your response to prior comment 17. Please revise note 4 to
quantify REE's
potentially dilutive options and warrants, on a post split basis, and
10X Capital's
potentially dilutive warrants that are not included in the
calculations of pro forma net
losses per share.
Consolidated Financial Statements - REE Automotive Ltd and Its Subsidiaries
General, page F-2
9. We note you have revised certain disclosures in the filing to reflect
the 1 for 26.71 stock
split that will occur before the consummation of the merger. Please
explain to us if you
intend to comply with SAB Topic 4C and revise REE's historical
financial statements and
all related share and per share disclosures to retroactively reflect
the stock split prior to
effectiveness.
Financial Statements - 10X Capital, page F-30
10. Please provide updated interim financial statements and related
disclosures.
Note 11. Fair Value Measurements, page F-48
11. Based on the tabular disclosures related to changes in the fair values
of the Public
Warrants and Private Placement Warrants on page F-50, it appears the
fair values of the
FirstName LastNameDaniel Barel
Public Warrants and Private Placement warrants disclosed in the table on
page F-49 have
Comapany
beenNameREE
transposed.Automotive Ltd.all fair value disclosures related to
the Public Warrants and
Please ensure
May 25,Private Placement
2021 Page 3 Warrants are correct and consistent throughout the
filing.
FirstName LastName
Daniel Barel
FirstName LastNameDaniel Barel
REE Automotive Ltd.
Comapany
May NameREE Automotive Ltd.
25, 2021
May 25,
Page 4 2021 Page 4
FirstName LastName
You may contact SiSi Cheng, Staff Accountant, at (202) 551-5004 or Anne
McConnell,
Staff Accountant, at (202) 551-3709 if you have questions regarding comments on
the financial
statements and related matters. Please contact Sergio Chinos, Staff Attorney,
at (202) 551-
7844 or Perry Hindin, Special Counsel, at (202) 551-3444 with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
cc: Maia Gez