- Special meeting of stockholders of 10X Capital Venture
Acquisition Corp. scheduled for July 21, 2021
- Upon closing, REE will be listed on NASDAQ under the new ticker
symbol “REE”
- The boards of directors of REE and 10X Capital Venture
Acquisition Corp. have unanimously approved the Business
Combination
REE Automotive (“REE”), a leader in e-Mobility, today announced
its Registration Statement on Form F-4 in connection with the
previously announced business combination (the “Business
Combination”) with 10X Capital Venture Acquisition Corp. (“10X”)
(Nasdaq: VCVC), a publicly-listed special purpose acquisition
company, has been declared effective by the Securities and Exchange
Commission (the “SEC”). Upon closing, REE Class A ordinary shares
and warrants will be listed on NASDAQ under the new ticker symbols
“REE” and “REEAW.”
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the full release here:
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The boards of directors of REE and 10X have unanimously approved
the Business Combination, and 10X has set 11:00 a.m. ET on July 21,
2021 as the time and date for a special meeting of stockholders to
approve the proposals associated with the Business Combination. The
proxy statement/prospectus contains important information about
REE, 10X and the Business Combination, and is available on:
https://sec.report/CIK/0001843588. 10X stockholders of record as of
June 2, 2021 will be mailed the proxy materials in connection with
the Business Combination and will be entitled to vote at the
special meeting.
“We are pleased to move to the last stage of completing the
proposed business combination and bringing REE to the public
markets,” said Hans Thomas, Chairman and Chief Executive Officer of
10X. “REE is ideally positioned to operate as a public company, and
we expect that this transaction will enable REE to accelerate
production of its REEcorner technology and modular EV platforms in
2023, with the first REEcornersTM expected to start to be delivered
to customers in 2022. REE has continued to execute on its plan
since our initial merger announcement, announcing strategic
collaborations with industry leaders such as Magna International,
Hino Motors (a subsidiary of Toyota Motor Corporation), American
Axle and Navya. Given REE’s partners, its track record of
execution, as well as its capex-light, asset-light global
Integration Centers strategy, we believe that the successful
completion of the proposed merger will enable REE to deliver on its
vision of becoming the cornerstone of e-Mobility, with REEcorner
technology and EV platforms powering electric and autonomous
vehicles around the globe.”
The closing of the Business Combination remains subject to
approval by 10X’s stockholders, the satisfaction or waiver of the
closing conditions identified in the merger agreement, and other
customary closing conditions.
About REE
REE is an automotive technology leader creating the cornerstone
for tomorrow's zero-emission vehicles. REE’s mission is to empower
global mobility companies to build any size or shape of electric or
autonomous vehicle – from class 1 through class 6 - for any
application and any target market. Our revolutionary, award-winning
REEcorner technology packs traditional vehicle drive components
(steering, braking, suspension, powertrain and control) into the
arch of the wheel, allowing for the industry's flattest EV
platform. Unrestricted by legacy thinking, REE is a truly
horizontal player, with technology applicable to the widest range
of target markets and applications. Fully scalable and completely
modular, REE offers multiple customer benefits including complete
vehicle design freedom, more space and volume with the smallest
footprint, lower TCO, faster development times, ADAS compatibility,
reduced maintenance and global safety standard compliance.
Headquartered in Tel Aviv, Israel, with subsidiaries in the USA,
the UK and Germany. REE has a unique CapEx-light manufacturing
model that leverages its Tier 1 partners’ existing production
lines. REE’s technology, together with their unique value
proposition and commitment to excellence, positions REE to break
new ground in e-Mobility. For more information visit
https://www.ree.auto.
About 10X Capital
10X Capital is a venture capital and investment firm at the
nexus of Wall Street with Silicon Valley, aligning institutional
capital with high growth ventures. Founded in 2004 by serial
entrepreneur Hans Thomas, 10X Capital invests across the capital
structure, with a focus on companies using technology to disrupt
major industries, including finance, healthcare, transportation and
real estate. For more information visit www.10xcapital.com. 10X
Capital Venture Acquisition Corp (Nasdaq: VCVC), is 10X Capital’s
special purpose acquisition company, focused on high growth
technology companies, and was formed for the purpose of entering
into a business combination with one or more businesses. For more
information visit www.10xspac.com.
Additional Information
This communication is being made in respect of the proposed
transaction involving REE Automotive Ltd. (“REE”) and 10X Capital
Venture Acquisition Corp (“10X”). This communication does not
constitute an offer to sell or the solicitation of an offer to buy
any securities or a solicitation of any vote or approval, nor shall
there be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of such jurisdiction. In
connection with the proposed transaction, REE has filed with the
Securities and Exchange Commission (“SEC”) a registration statement
on Form F-4 that includes a proxy statement of 10X in connection
with 10X’s solicitation of proxies for the vote by 10X’s
shareholders with respect to the proposed transaction and other
matters as may be described in the registration statement. REE and
10X also plan to file other documents with the SEC regarding the
proposed transaction and a proxy statement/prospectus will be
mailed to holders of shares of 10X’s Class A ordinary shares.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE
URGED TO READ THE FORM F-4 AND THE PROXY STATEMENT/PROSPECTUS
REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS
CAREFULLY IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. The proxy
statement/prospectus, as well as other filings containing
information about REE and 10X will be available without charge at
the SEC’s Internet site (http://www.sec.gov). Copies of the proxy
statement/prospectus can also be obtained, when available, without
charge, from REE’s website at https://ree.auto/. Copies of the
proxy statement/prospectus can be obtained, when available, without
charge, from 10X’s website https://www.10xspac.com/.
Participants in the Solicitations
REE, 10X and certain of their respective directors, executive
officers and other members of management and employees may, under
SEC rules, be deemed to be participants in the solicitation of
proxies from 10X’s shareholders in connection with the proposed
transaction. You can find more information about 10X’s directors
and executive officers in 10X’s final prospectus dated November 24,
2020 and filed with the SEC on November 25, 2020. Additional
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests will be
included in the proxy statement/prospectus when it becomes
available. Shareholders, potential investors and other interested
persons should read the proxy statement/prospectus carefully when
it becomes available before making any voting or investment
decisions. You may obtain free copies of these documents from the
sources indicated above.
No Offer or Solicitation
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act, or an exemption
therefrom.
Caution About Forward-Looking Statements
This communication includes forward-looking statements. These
forward-looking statements are based on REE’s and 10X’s
expectations and beliefs concerning future events and involve risks
and uncertainties that may cause actual results to differ
materially from current expectations. These factors are difficult
to predict accurately and may be beyond REE’s and 10X’s control.
Forward-looking statements in this communication or elsewhere speak
only as of the date made. New uncertainties and risks arise from
time to time, and it is impossible for REE or 10X to predict these
events or how they may affect REE or 10X. Except as required by
law, neither REE nor 10X has any duty to, and does not intend to,
update or revise the forward-looking statements in this
communication or elsewhere after the date this communication is
issued. 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 and 10X’s
future performance and cause results to differ from the
forward-looking statements in this release include, but are not
limited to: the occurrence of any event, change or other
circumstances that could give rise to the termination of the
business combination; the outcome of any legal proceedings that may
be instituted against REE or 10X, the combined company or others
following the announcement of the business combination; the
inability to complete the business combination due to the failure
to obtain approval of the shareholders of 10X or to satisfy other
conditions to closing; changes to the proposed structure of the
business combination that may be required or appropriate as a
result of applicable laws or regulations; the ability to meet stock
exchange listing standards following the consummation of the
business combination; the risk that the business combination
disrupts current plans and operations of 10X or REE as a result of
the announcement and consummation of the business combination; the
ability to recognize the anticipated benefits of the business
combination, which may be affected by, among other things,
competition, the ability of the combined company to grow and manage
growth profitably, maintain relationships with customers and retain
its management and key employees; costs related to the business
combination; changes in applicable laws or regulations; REE’s
estimates of expenses and profitability and underlying assumptions
with respect to shareholder redemptions and purchase price and
other adjustments; intense competition in the e-mobility space,
including with competitors who have significantly more resources;
ability to grow and scale REE’s manufacturing capacity through new
relationships with Tier 1 suppliers; ability to maintain
relationships with current Tier 1 suppliers and strategic partners;
ability to make continued investments in REE’s platform; the need
to attract, train and retain highly-skilled technical workforce;
the impact of the ongoing COVID-19 pandemic; changes in laws and
regulations that impact REE; ability to enforce, protect and
maintain intellectual property rights; and risks related to the
fact that we are incorporated in Israel and governed by Israeli
law; and other risks and uncertainties set forth in the section
entitled “Risk Factors” and “Cautionary Note Regarding
Forward-Looking Statements” in 10X’s final prospectus dated
November 24, 2020 relating to its initial public offering and in
subsequent filings with the SEC, and in the registration statement
on Form F-4 relating to the business combination filed by REE on
March 10, 2021, as amended.
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version on businesswire.com: https://www.businesswire.com/news/home/20210701005903/en/
Investor Relations Limor Gruber VP Investor Relations |
REE Automotive +972-50-5239233 investors@ree.auto
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