REE Automotive Ltd. (Nasdaq: REE) (“REE” or the “Company”), today
announced that it has launched a public offering to offer and sell
its Class A ordinary shares (the “ordinary shares”). The Company
expects to grant the underwriter a 20-day option to purchase up to
an additional 15% of the number of ordinary shares sold in the
offering to cover over-allotments, if any. The offering is subject
to market and other conditions, and there can be no assurance as to
whether or when the offering will be completed, or as to the actual
size or terms of the offering.
M&G Investment Management Limited
(“M&G”) has indicated an interest in purchasing ordinary shares
in the offering at the public offering price. However, because
indications of interest are not binding agreements or commitments
to purchase, the underwriter may sell more, less or no ordinary
shares in this offering to M&G, or M&G may determine to
purchase more, less or no ordinary shares in this offering.
Roth Capital Partners is acting as sole
book-running manager for the offering.
REE intends to use the net proceeds from the
offering primarily for working capital and general corporate
purposes, including continued product development and
commercialization.
The securities will be offered pursuant to an
effective shelf registration statement on Form F-3 (File No.
333-266902), including a base prospectus, filed with the Securities
and Exchange Commission (the “SEC”) on August 16, 2022, and
declared effective by the SEC on August 25, 2022. A preliminary
prospectus supplement has been, or will be, filed with the SEC and,
when available, copies of the preliminary prospectus supplement and
accompanying base prospectus may be obtained from Roth Capital
Partners, LLC, 888 San Clemente, Suite 400, Newport Beach, CA
92660, (800) 678-9147 or by accessing the SEC's
website, www.sec.gov. Before investing in this offering,
interested parties should read in their entirety the preliminary
prospectus supplement and the accompanying prospectus and the other
documents that the Company has filed with the SEC that are
incorporated by reference in such preliminary prospectus supplement
and the accompanying prospectus, which provide more information
about the Company and such offering.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy any of the
securities described herein, nor shall there be any sale of these
securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About REE Automotive
REE Automotive (Nasdaq: REE) is an automotive
technology company that allows companies to build electric vehicles
of various shapes and sizes on their modular platforms. With
complete design freedom, vehicles Powered by REE™ are equipped with
the revolutionary REEcorner™, which packs critical vehicle
components (steering, braking, suspension, powertrain and control)
into a single compact module positioned between the chassis and the
wheel. As the first company to certify a fully by-wire vehicle in
the US, REE’s proprietary by-wire technology for drive, steer and
brake control eliminates the need for mechanical connection. Using
four identical REEcorners™ enables REE to make the industry’s
flattest EV platforms with more room for passengers, cargo and
batteries. REE platforms are future proofed, autonomous capable,
offer a low TCO, and drastically reduce the time to market for
fleets looking to electrify. To learn more visit www.ree.auto.
Caution About Forward-Looking
Statements
This communication includes certain
forward-looking statements within the meaning of the “safe harbor”
provisions of the Private Securities Litigation Reform Act of 1995,
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended.
Forward-looking statements include, but are not limited to,
statements regarding REE or its management team’s expectations,
hopes, beliefs, intentions or strategies regarding the future. For
example, REE is using forward looking statements when it discusses
the proposed public offering, the potential participation by
M&G, and the expected use of proceeds. In addition, any
statements that refer to plans, projections, forecasts or other
characterizations of future events or circumstances, including any
underlying assumptions, are forward-looking statements. The words
“aim” “anticipate,” “appear,” “approximate,” “believe,” “continue,”
“could,” “estimate,” “expect,” “foresee,” “intends,” “may,”
“might,” “plan,” “possible,” “potential,” “predict,” “project,”
“seek,” “should,” “would”, “designed,” “target” and similar
expressions (or the negative version of such words or expressions)
may identify forward-looking statements, but the absence of these
words does not mean that a statement is not forward-looking. All
statements, other than statements of historical facts, may be
forward-looking statements. Forward-looking statements in this
communication may include, among other things, statements about
REE’s strategic and business plans, technology, relationships and
objectives, including its ability to meet certification
requirements, the impact of trends on and interest in our business,
or product, intellectual property, REE’s expectation for growth,
and its future results, operations and financial performance and
condition.
These forward-looking statements are based on
REE’s current expectations and assumptions about future events and
are based on currently available information as of the date of this
communication and current expectations, forecasts, and assumptions.
Although REE believes that the expectations reflected in
forward-looking statements are reasonable, such statements involve
an unknown number of risks, uncertainties, judgments, and other
factors that may cause our actual results, performance or
achievements to be materially different from any future results,
performance or achievements expressed or implied by forward-looking
statements. These factors are difficult to predict accurately and
may be beyond REE’s control. Forward-looking statements in this
communication speak only as of the date made and REE undertakes no
obligation to update its forward-looking statements, whether as a
result of new information, future developments or otherwise, should
circumstances change, except as otherwise required by securities
and other applicable laws. In light of these risks and
uncertainties, investors should keep in mind that results, events
or developments discussed in any forward-looking statement made in
this communication may not occur. Uncertainties and risk factors
that could affect REE’s future performance and could cause actual
results to differ include, but are not limited to: REE’s ability to
commercialize its strategic plan, including its plan to
successfully evaluate, obtain regulatory approval, produce and
market its P7 lineup; REE’s ability to maintain and advance
relationships with current Tier 1 suppliers and strategic partners;
development of REE’s advanced prototypes into marketable products;
REE’s ability to grow and scale manufacturing capacity through
relationships with Tier 1 suppliers; REE’s estimates of unit sales,
expenses and profitability and underlying assumptions; REE’s
reliance on its UK Engineering Center of Excellence for the design,
validation, verification, testing and homologation of its products;
REE’s limited operating history; risks associated with building out
of REE’s supply chain; risks associated with plans for REE’s
initial commercial production; REE’s dependence on potential
suppliers, some of which will be single or limited source;
development of the market for commercial EVs; risks associated with
data security breach, failure of information security systems and
privacy concerns; risks related to lack of compliance with Nasdaq’s
minimum bid price requirement; future sales of our securities by
existing material shareholders or by us could cause the market
price for the Class A Ordinary Shares to decline; potential
disruption of shipping routes due to accidents, political events,
international hostilities and instability, piracy or acts by
terrorists; intense competition in the e-mobility space, including
with competitors who have significantly more resources; risks
related to the fact that REE is incorporated in Israel and governed
by Israeli law; REE’s ability to make continued investments in its
platform; the impact of the COVID-19 pandemic, interest rate
changes, the ongoing conflict between Ukraine and Russia and any
other worldwide health epidemics or outbreaks that may arise and
adverse global conditions, including macroeconomic and geopolitical
uncertainty; the global economic environment, the general market,
political and economic conditions in the countries in which we
operate; the ongoing military conflict in Israel; fluctuations in
interest rates and foreign exchange rates; the need to attract,
train and retain highly-skilled technical workforce; changes in
laws and regulations that impact REE; REE’s ability to enforce,
protect and maintain intellectual property rights; REE’s ability to
retain engineers and other highly qualified employees to further
its goals; and other risks and uncertainties set forth in the
sections entitled “Risk Factors” and “Cautionary Note Regarding
Forward-Looking Statements” in REE’s annual report filed with the
U.S. Securities and Exchange Commission (the “SEC”) on March 28,
2023 and in subsequent filings with the SEC.
Media Contact Malory Van
Guilder Skyya PR for REE Automotive +1 651-335-0585
ree@skyya.com
Investor Contact Kamal Hamid VP
Investor Relations | REE Automotive +1 303-670-7756
investors@ree.auto
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