REE Automotive Ltd (NASDAQ:REE) Q4 2023 Earnings Conference Call March 27, 2024 8:30 AM ET Company Participants Kamal Hamid - Vice President of Investor Relations Daniel Barel - Co-Founder, Chief Executive Officer & Director Josh Tech - Chief Operations Officer Tali Miller - Chief Business Officer Yaron Zaltsman - Chief Financial Officer Conference Call Participants Michael Shlisky - D.A. Davidson & Co Jeff Osborne - TD Cowen Craig Irwin - ROTH MKM Operator Good day and thank you for standing by. Welcome to ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ...

Exhibit 99.2 Sha r eholde r l e t t e r Q 4 an d ful l y ea r 2023 World's First Certified All-by-Wire-Controlled Vehicle Powered by REE® REE has accomplished the majority of its milestones, setting the path for sustainable growth POWERED ay 口 P7-C customers are eligible for federal and state incentives of over $100,000 Business 区 900% growth YoY order book value [ Order book value exceeds $50 million® Y Dealer network continues to expand to 66 points of sale and service1 in the U.S. and Canada L Achieved w ...

But we're definitely prioritizing predominantly the -- those who are ready to receive EVs. Operator We will now take the next question from the line of Andres Sheppard from Cantor Fitzgerald. Andres Sheppard Congrats on the quarter, and again, I echo everyone's best wishes. Just maybe quickly, you mentioned in here, you have -- you were chosen for a multiyear program with an aerospace company. Just wondering if you might be able to give us a few more details there as to what it entails and how you see that ...

Kamal Hamid - Vice President, Investor Relations Daniel Barel - Co-Founder and Chief Executive Officer Josh Tech - Chief Operating Officer Yaron Zaltsman - Chief Financial Officer Tali Miller - Chief Business Officer I would now like to hand the conference over to your speaker today, Kamal Hamid, Vice President of Investor Relations. Please go ahead. Daniel Barel As we continue to build out our dealer network, which now covers the entire U.S., and our recent expansion into Canada, we see demand for our comm ...

Financial Data and Key Metrics Changes - The company ended Q1 2023 with liquidity of $126 million, which includes cash, cash equivalents, and short-term investments, with no debt [15] - The expectation is to end the year with $65 million in liquidity, which will include financing for the initial 25 vehicles for internal testing and deliveries [15][17] - The company anticipates a need to raise $80 million to $100 million to support the ramp-up to production due to working capital requirements [17][33] Business Line Data and Key Metrics Changes - The introduction of the P7-C chassis cab complements the existing product lineup, focusing on 0 emission Class 3 to 5 vehicles [12] - Initial orders of approximately 100 vehicles have been placed by the growing dealer network, which now includes 8 dealers and 3 fleet customers [14] Market Data and Key Metrics Changes - The demand for 0 emission Class 3 to 5 vehicles is expected to increase due to the California Advanced Clean Fleet regulation, which sets ambitious targets for commercial fleets [13] - The company is targeting a production ramp-up to the low to mid-thousands of vehicles by the end of 2025 [11] Company Strategy and Development Direction - The company is focused on a two-phase production plan, with Phase 1 targeting pilot production in the low hundreds and breakeven gross margin by the end of 2024, and Phase 2 targeting production in the low to mid-thousands with breakeven EBITDA by the end of 2025 [11] - The strategy includes a CapEx-light approach, differentiating from competitors by building vehicles with partners [42] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in achieving certification by the second half of 2023 and initial pilot vehicle delivery by the end of 2023 [11] - There are no current concerns regarding the supply chain or deliveries despite recent developments with the battery partner [44] Other Important Information - The company is actively exploring options for raising capital, including both debt and equity, based on business cycle progress [23][33] - The company has not flagged any going concern issues in its report, but will continue to assess this on a quarterly basis [36] Q&A Session Summary Question: Will the company raise capital before receiving orders? - Management indicated it is too early to decide whether to pursue equity or debt first, as both options are available [23] Question: What is left to ensure REE has a road-ready vehicle? - The company plans to build homologation vehicles ready for Q3, with no current roadblocks anticipated [24] Question: Why does the company now need to raise $80 million to $100 million? - The need arises from working capital issues due to the time gap between payments and customer receipts, not from a change in circumstances [31][33] Question: Will the need to raise capital affect the auditor's opinion? - Currently, there are no going concern issues flagged in the report, but this will be evaluated regularly [36] Question: How does the company view order growth? - The company believes there is significant potential from existing customers and is focused on building a dealer network [37][39] Question: Will Phase 1 production be solely in Coventry? - Initial production will focus on Coventry, with plans to build out U.S. production capacity in 2024 [41] Question: What is the status of the battery partner relationship? - Management does not foresee any risk to the supply chain or deliveries despite recent developments with the battery partner [44]

Part I [Key Information](index=8&type=section&id=Item%203.%20Key%20Information) The company faces significant investment risks from its unproven model, intense competition, and funding needs [Risk Factors](index=8&type=section&id=Item%203.D.%20Risk%20Factors) Investment is speculative due to the company's unproven model, competition, and founder dependency - **REE's limited operating history and unproven business model** make it difficult to evaluate future prospects, increasing investment risk[48](index=48&type=chunk)[53](index=53&type=chunk) - The company faces intense competition from established automotive manufacturers and new EV entrants with **significantly greater resources**[50](index=50&type=chunk)[82](index=82&type=chunk) - REE is dependent on its founders, Daniel Barel and Ahishay Sardes, whose departure would **significantly disadvantage the company**[50](index=50&type=chunk)[119](index=119&type=chunk) - The dual-class share structure concentrates **approximately 85% of the voting power** with the company's two founders, limiting shareholder influence[52](index=52&type=chunk)[204](index=204&type=chunk) - The company faces a **risk of being delisted from Nasdaq** for failing to meet the minimum bid price requirement of $1.00 per share[52](index=52&type=chunk)[156](index=156&type=chunk) - Political, economic, and military conditions in Israel, where REE is incorporated, could **adversely affect the business**[52](index=52&type=chunk)[207](index=207&type=chunk) [Information on the Company](index=43&type=section&id=Item%204.%20Information%20on%20the%20Company) REE is an early-stage automotive technology company commercializing its modular EV platforms and REEcorner™ technology [History and development of the company](index=43&type=section&id=Item%204.A.%20History%20and%20development%20of%20the%20company) Incorporated in 2011, REE aims to provide foundational technology for zero-emission electric and autonomous vehicles - REE Automotive Ltd. was incorporated in Israel in 2011 and aims to provide the foundational technology for **zero-emission electric and autonomous vehicles**[236](index=236&type=chunk)[239](index=239&type=chunk) [Business Overview](index=43&type=section&id=Item%204.B.%20Business%20Overview) The business centers on proprietary REEcorner™ technology and an asset-light manufacturing model using Integration Centers - REE's core technology is the **REEcorner™**, a compact module integrating all critical vehicle components into the wheel arch[276](index=276&type=chunk) - The company employs a **capital-light manufacturing model**, using Tier 1 suppliers and its own Integration Centers for assembly[261](index=261&type=chunk)[286](index=286&type=chunk) - As of March 16, 2023, REE had **35 firm orders** for its P7-B box truck and Proxima walk-in van, targeting initial deliveries in Q4 2023[242](index=242&type=chunk)[266](index=266&type=chunk) - REE is establishing a U.S. dealership network and has a financing agreement with **Mitsubishi HC Capital America** to support dealer purchases[240](index=240&type=chunk)[268](index=268&type=chunk)[269](index=269&type=chunk) - The company has a strong intellectual property portfolio with approximately **145 active or pending patent applications** globally[260](index=260&type=chunk)[290](index=290&type=chunk) [Organizational Structure](index=53&type=section&id=Item%204.C.%20Organizational%20Structure) REE Automotive Ltd. is the parent company with five wholly-owned subsidiaries supporting its global operations REE Automotive Ltd. Subsidiaries | Name of Subsidiary | Country of Incorporation and Place of Business | |---|---| | REE Automotive UK Limited | United Kingdom | | REE Automotive USA Inc. | United States | | REE Automotive Holdings Inc. | United States | | REE Automotive GmbH | Germany | | REE Automotive Japan K.K. | Japan | [Property, plants, and equipment](index=54&type=section&id=Item%204.D.%20Property%2C%20plants%2C%20and%20equipment) The company operates key facilities in Israel for R&D, the UK for engineering, and a U.S. headquarters in Texas - Principal executive offices are located in Kibbutz Glil-Yam, Israel, under a lease expiring in **2026**[297](index=297&type=chunk) - A key facility in Coventry, UK, serves as the **UK Engineering Centre and Launch Factory**, under a lease expiring in 2032[303](index=303&type=chunk) - The company has a testing facility at MIRA Technology Park in the UK, with a lease expiring in **April 2025**[303](index=303&type=chunk) - A U.S. headquarters has been established in Austin, Texas, under a lease expiring in **2032**, intended for future assembly operations[303](index=303&type=chunk) [Operating and Financial Review and Prospects](index=54&type=section&id=Item%205.%20Operating%20and%20Financial%20Review%20and%20Prospects) The company narrowed its net loss to $107.4M while increasing operating spend and ending 2022 with $153.7M in cash [Operating Results](index=54&type=section&id=Item%205.A.%20Operating%20results) Net loss decreased to $107.4 million in 2022, driven by lower share-based compensation, while operating expenses grew Consolidated Operating Results (USD in thousands) | | Dec 31, 2022 | Dec 31, 2021 | % Change | |---|---|---|---| | Revenue | $0 | $6 | (100)% | | Gross loss | $(547) | $(989) | (45)% | | Research and development expenses, net | $78,225 | $252,424 | (69)% | | Selling, general and administrative expenses | $49,200 | $262,083 | (81)% | | Operating loss | $(127,972) | $(515,496) | (75)% | | Net loss | $(107,420) | $(505,330) | (79)% | - R&D expenses decreased by 69% to $78.2 million, mainly due to a sharp drop in share-based compensation; excluding this, **R&D costs rose 50%**[319](index=319&type=chunk) - SG&A expenses fell 81% to $49.2 million, also driven by lower share-based compensation; excluding this, **SG&A costs increased 74%**[320](index=320&type=chunk) - Income from warrants remeasurement was **$17.9 million in 2022**, an increase of 63% from 2021, reflecting fair value changes[321](index=321&type=chunk) [Liquidity and Capital Resources](index=58&type=section&id=Item%205.B.%20Liquidity%20and%20Capital%20Resources) The company ended 2022 with $153.7 million in cash and investments, which it believes is sufficient for initial production Cash and Investments (USD in millions) | | Dec 31, 2022 | |---|---| | Cash and cash equivalents | $56.8 | | Short term investments | $96.9 | | **Total** | **$153.7** | Summary of Cash Flows (USD in thousands) | | Dec 31, 2022 | Dec 31, 2021 | |---|---|---| | Net cash used in Operating activities | $(112,585) | $(59,139) | | Net cash used in Investing activities | $(106,835) | $(748) | | Net cash provided by Financing activities | $2,430 | $291,295 | - The company expects existing cash to be sufficient for initial P7 platform production but **anticipates needing additional funding** for future growth[326](index=326&type=chunk) - In August 2022, REE established an "at-the-market" (ATM) equity program to sell up to **$75.0 million** of Class A Ordinary Shares[328](index=328&type=chunk) [Research and development, patents and licenses, etc.](index=61&type=section&id=Item%205.C.%20Research%20and%20development%2C%20patents%20and%20licenses%2C%20etc.) R&D activities are central to the company's strategy, accounting for 61% of total operating expenses in 2022 - In 2022, research and development costs constituted approximately **61% of the company's total operating expenses**[346](index=346&type=chunk) - As of March 16, 2023, REE's research and development department was comprised of approximately **216 employees and external consultants**[346](index=346&type=chunk) - The company is eligible for **tax deductions for R&D expenditures** under Israeli tax law and may apply for further benefits[347](index=347&type=chunk)[348](index=348&type=chunk) [Critical Accounting Estimates](index=62&type=section&id=Item%205.E.%20Critical%20Accounting%20Estimates) Key estimates involve significant management judgment regarding pre-production costs and impairment of long-lived assets - The company makes significant estimates regarding **pre-production engineering and tooling costs** with suppliers[352](index=352&type=chunk) - REE reviews long-lived assets for impairment, a process involving **subjective assumptions about future cash flows** and market trends[353](index=353&type=chunk) [Directors, Senior Management and Employees](index=62&type=section&id=Item%206.%20Directors%2C%20Senior%20Management%20and%20Employees) The company is led by its co-founders, with a global workforce of 291 primarily focused on R&D in the UK and Israel [Directors and Senior Management](index=62&type=section&id=Item%206.A.%20Directors%20and%20senior%20management) The leadership team is headed by co-founders Daniel Barel (CEO) and Ahishay Sardes (CTO) - The company is led by its co-founders: **Daniel Barel (CEO)** and **Ahishay Sardes (CTO)**[356](index=356&type=chunk)[357](index=357&type=chunk) - Yaron Zaltsman was appointed as the new CFO effective **March 29, 2023**, replacing David Goldberg[356](index=356&type=chunk)[359](index=359&type=chunk) [Compensation](index=65&type=section&id=Item%206.B.%20Compensation) Office holders received $5.5 million in cash and $6.4 million in share-based compensation in 2022 Office Holder Compensation for FY 2022 | Category | Amount (USD in millions) | |---|---| | Cash Compensation & Benefits | $5.5 | | Share-Based Compensation Expense | $6.4 | - As of December 31, 2022, office holders as a group held outstanding options to purchase **106,684,790 ordinary shares**[375](index=375&type=chunk) - The company has a **2021 Share Incentive Plan** and an **Employee Stock Purchase Plan (ESPP)** to provide equity-based compensation[398](index=398&type=chunk)[414](index=414&type=chunk) [Board Practices](index=72&type=section&id=Item%206.C.%20Board%20practices) The board operates under Israeli law and has opted out of certain Nasdaq requirements as a foreign private issuer - The board of directors must consist of no less than **three and no more than eleven members**[433](index=433&type=chunk) - REE has elected to **"opt out" of the Israeli Companies Law requirement** to appoint external directors[437](index=437&type=chunk) - The company's audit committee fell out of compliance with Nasdaq's three-member requirement and has **one year to regain compliance**[441](index=441&type=chunk) - REE's compensation policy, governing executive and director pay, was approved for a **five-year term**[452](index=452&type=chunk) [Employees](index=83&type=section&id=Item%206.D.%20Employees) The company's global workforce of 291 is concentrated in the UK and Israel, with a majority in R&D Workforce by Location (as of Dec 31, 2022) | Location | Headcount | |---|---| | United Kingdom | 134 | | Israel | 133 | | United States | 18 | | Germany | 3 | | Other | 3 | | **Total** | **291** | Workforce by Function (as of Dec 31, 2022) | Category | Headcount | |---|---| | Research and development | 216 | | General and administrative | 59 | | Marketing | 16 | | **Total** | **291** | [Major Shareholders and Related Party Transactions](index=84&type=section&id=Item%207.%20Major%20Shareholders%20and%20Related%20Party%20Transactions) Co-founders control the company's voting power, and several related party agreements are in place [Major Shareholders](index=84&type=section&id=Item%207.A.%20Major%20shareholders) Co-founders Daniel Barel and Ahishay Sardes hold combined voting power of approximately 85% - Co-founders Daniel Barel and Ahishay Sardes each control approximately 42.5% of the company's total voting power, for a **combined 85.0%**, through Class B shares[499](index=499&type=chunk)[504](index=504&type=chunk) Major Shareholders (Beneficial Ownership >5% of Class A Shares) | Shareholder | Percentage of Outstanding Class A Shares | |---|---| | The Phoenix Holdings Ltd. | 7.3% | | Gil Agmon | 6.6% | | Ziv Aviram | 6.3% | | M&G Investment Management Limited | 5.9% | | Clal Insurance | 5.3% | [Related Party Transactions](index=87&type=section&id=Item%207.B.%20Related%20party%20transactions) Key transactions include an Investors' Rights Agreement and business dealings with entities connected to the CEO - An Investors' Rights Agreement provides certain shareholders with **demand and "piggyback" registration rights** for their securities[506](index=506&type=chunk) - The company entered into a license agreement with SpecterX, where REE's CEO is Chairman, paying **$98,982 for services in 2022**[513](index=513&type=chunk) - Co-founders were each granted **39.4 million additional options** as anti-dilution protection triggered by the Merger Agreement[509](index=509&type=chunk) [Financial Information](index=88&type=section&id=Item%208.%20Financial%20Information) The company faces a significant lawsuit seeking over $2.6 billion and does not intend to pay dividends - In December 2022, OSR Group filed a lawsuit against REE alleging theft of trade secrets and seeking monetary damages of **no less than $2.6 billion**[520](index=520&type=chunk) - The company has **never declared or paid cash dividends** and intends to retain future earnings to finance operations[522](index=522&type=chunk) [The Offer and Listing](index=89&type=section&id=Item%209.%20The%20Offer%20and%20Listing) REE's Class A shares trade on Nasdaq under the symbol "REE," while its warrants were delisted in 2022 - Class A ordinary shares commenced trading on Nasdaq on **July 23, 2021**, under the symbol "REE"[524](index=524&type=chunk) - The company's Class A warrants were **removed from listing on Nasdaq** on October 7, 2022[524](index=524&type=chunk) [Additional Information](index=89&type=section&id=Item%2010.%20Additional%20Information) This section details material contracts, exchange controls, and key Israeli and U.S. tax considerations [Taxation](index=90&type=section&id=Item%2010.E.%20Taxation) A significant risk exists that REE was a Passive Foreign Investment Company (PFIC) for the 2022 tax year - Israeli companies are generally subject to a corporate tax rate of **23%**[535](index=535&type=chunk) - There is a **significant risk that REE was a Passive Foreign Investment Company (PFIC)** for U.S. federal income tax purposes for 2022[233](index=233&type=chunk)[601](index=601&type=chunk) - The company is **not expected to be treated as a U.S. corporation** for U.S. federal income tax purposes under Section 7874 of the Code[578](index=578&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=107&type=section&id=Item%2011.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to foreign currency, interest rate, and liquidity risks due to its global operations - The company is exposed to foreign currency risk as a majority of its operating expenses were denominated in **Israeli Shekels (NIS) and British pounds (GBP)**[646](index=646&type=chunk) - A hypothetical 10% change in key foreign currencies against the USD would have impacted 2022 operating income by approximately **5.4%**[647](index=647&type=chunk) - The company faces **liquidity risk** due to its history of losses and the need to obtain additional financing for future operations[650](index=650&type=chunk) Part II [Controls and Procedures](index=109&type=section&id=Item%2015.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and internal control over financial reporting were effective - Management concluded that as of December 31, 2022, the company's **disclosure controls and procedures were effective**[658](index=658&type=chunk) - Based on the COSO framework, management concluded that the company's **internal control over financial reporting was effective** as of December 31, 2022[661](index=661&type=chunk) - The annual report does not include an auditor's attestation report on internal control, as REE is exempt as an **emerging growth company**[662](index=662&type=chunk) [Corporate Governance and Other Matters](index=109&type=section&id=Item%2016.%20Corporate%20Governance%20and%20Other%20Matters) The company follows Israeli governance practices in lieu of certain Nasdaq rules as a foreign private issuer [Audit Committee Financial Expert](index=109&type=section&id=Item%2016A.%20Audit%20committee%20financial%20expert) The board has identified Michal Marom-Brikman as the audit committee financial expert - **Michal Marom-Brikman** has been identified by the board as the audit committee financial expert[665](index=665&type=chunk) [Code of Ethics](index=110&type=section&id=Item%2016B.%20Code%20of%20Ethics) REE has adopted a Code of Business Conduct and Ethics that applies to all company personnel - The company has a **Code of Business Conduct and Ethics** applicable to all personnel, available on its website[666](index=666&type=chunk) [Principal Accountant Fees and Services](index=110&type=section&id=Item%2016C.%20Principal%20Accountant%20Fees%20and%20Services) Total fees billed by the principal accountant were $771,000 in 2022, a decrease from $1,292,000 in 2021 Accountant Fees (USD in thousands) | Fee Category | Dec 31, 2022 | Dec 31, 2021 | |---|---|---| | Audit Fees | $500 | $450 | | Audit-Related Fees | $108 | $185 | | Tax Fees | $163 | $657 | | **Total** | **$771** | **$1,292** | [Corporate Governance](index=111&type=section&id=Item%2016G.%20Corporate%20Governance) REE utilizes the foreign private issuer exemption to follow Israeli practices for quorum and director nominations - REE relies on the **"foreign private issuer exemption"** to follow Israeli corporate governance practices instead of certain Nasdaq rules[675](index=675&type=chunk) - Exemptions are taken for shareholder report distribution, **quorum requirements (25% for certain meetings)**, and director nomination procedures[675](index=675&type=chunk) Part III [Financial Statements](index=112&type=section&id=Item%2018.%20Financial%20Statements) Audited financial statements show a net loss of $107.4 million for 2022 and total assets of $215.0 million Consolidated Balance Sheet Highlights (USD in thousands) | | Dec 31, 2022 | Dec 31, 2021 | |---|---|---| | **Total Assets** | **$215,013** | **$292,936** | | Cash, cash equivalents & short-term investments | $153,619 | $275,772 | | **Total Liabilities** | **$39,604** | **$42,533** | | **Total Shareholders' Equity** | **$175,409** | **$250,403** | Consolidated Statement of Comprehensive Loss (USD in thousands) | | Year Ended Dec 31, 2022 | Year Ended Dec 31, 2021 | |---|---|---| | Gross loss | $(547) | $(989) | | Operating loss | $(127,972) | $(515,496) | | **Net loss** | **$(107,420)** | **$(505,330)** | | **Basic and diluted net loss per share** | **$(0.37)** | **$(2.14)** | - As of December 31, 2022, the company had net operating loss carryforwards of **$142.2 million in Israel** and **$11.5 million in the UK**[872](index=872&type=chunk)[873](index=873&type=chunk) - In September 2022, the company completed an exchange offer for all outstanding warrants, **eliminating the warrant liability** from the balance sheet[304](index=304&type=chunk)[877](index=877&type=chunk)[878](index=878&type=chunk)

REE Automotive Ltd. (NASDAQ:REE) Q4 2022 Earnings Conference Call March 16, 2023 8:30 AM ET Company Participants Kamal Hamid - Vice President, Investor Relations Daniel Barel - Co-Founder and Chief Executive Officer Tali Miller - Chief Business Officer Josh Tech - Chief Operating Officer Yaron Zaltsman - Incoming Chief Financial Officer Conference Call Participants Mike Shlisky - D.A. Davidson Andres Sheppard - Cantor Fitzgerald Jeff Osborne - Cowen & Company Operator Greetings and welcome to the REE Automo ...

REE Automotive Ltd. (NASDAQ:REE) Q3 2022 Earnings Conference Call November 16, 2022 8:30 AM ET Company Participants Kamal Hamid - VP, IR Daniel Barel - Co-Founder and CEO Josh Tech - COO David Goldberg - CFO Conference Call Participants Mike Shlisky - D.A. Davidson & Company Jeff Osborne - Cowen & Co. Tyler DiMatteo - BTIG Colin Langan - Wells Fargo Operator Greetings, and welcome to the REE Automotive Third Quarter 2022 Earnings Conference Call. [Operator Instructions] As a reminder, this conference is bei ...

[Consolidated Financial Statements](index=2&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Interim Balance Sheets](index=2&type=section&id=Consolidated%20Interim%20Balance%20Sheets) Total assets decreased to **$241.8 million** from **$292.9 million** at year-end 2021, primarily due to reduced cash, with equity declining to **$196.9 million** from **$250.4 million** reflecting the net loss Consolidated Balance Sheet Highlights (in thousands USD) | Balance Sheet Item | September 30, 2022 (Unaudited) | December 31, 2021 (Audited) | | :--- | :--- | :--- | | **Total Current Assets** | $195,497 | $288,072 | | Cash and cash equivalents | $67,648 | $275,772 | | Short-term investments | $117,500 | $— | | **Total Non-Current Assets** | $46,265 | $4,864 | | **TOTAL ASSETS** | **$241,762** | **$292,936** | | **Total Current Liabilities** | $25,116 | $20,556 | | **Total Non-Current Liabilities** | $19,734 | $21,977 | | Warrants liability | $— | $21,034 | | **TOTAL LIABILITIES** | **$44,850** | **$42,533** | | **Total Shareholders' Equity** | $196,912 | $250,403 | | **TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY** | **$241,762** | **$292,936** | [Consolidated Interim Statements of Comprehensive Loss](index=3&type=section&id=Consolidated%20Interim%20Statements%20of%20Comprehensive%20Loss) Net loss significantly reduced to **$80.2 million** for the nine months ended September 30, 2022, from **$458.7 million** in 2021, driven by substantially lower operating expenses, particularly non-cash share-based compensation Statement of Comprehensive Loss (in thousands USD, except per share data) | Item | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :--- | :--- | :--- | | Revenues | — | $6 | | Gross loss | ($547) | ($333) | | Research and development expenses, net | $59,802 | $229,132 | | Selling, general and administrative expenses | $39,812 | $246,545 | | **Operating loss** | **($100,161)** | **($476,010)** | | Income from warrants remeasurement | ($17,929) | ($17,263) | | **Net loss** | **($80,161)** | **($458,679)** | | **Basic and diluted net loss per share** | **($0.27)** | **($2.09)** | [Consolidated Interim Statement of Changes in Shareholders' Equity](index=4&type=section&id=Consolidated%20Interim%20Statement%20of%20Changes%20in%20Shareholders'%20Equity) Shareholders' equity decreased from **$250.4 million** to **$196.9 million** as of September 30, 2022, primarily due to the **$80.2 million** net loss, partially offset by share-based compensation and warrant reclassification Changes in Shareholders' Equity (in thousands USD) | Description | Amount | | :--- | :--- | | **Balance – January 1, 2022** | **$250,403** | | Net loss | ($80,161) | | Share-based compensation | $21,172 | | Reclassification of warrant liability to equity | $3,104 | | Exercise of options | $2,393 | | Other | $1 | | **Balance – September 30, 2022** | **$196,912** | [Consolidated Interim Statement of Cash Flows](index=6&type=section&id=Consolidated%20Interim%20Statement%20of%20Cash%20Flows) Cash, cash equivalents, and restricted cash decreased by **$208.3 million** to **$68.6 million** for the first nine months of 2022, primarily due to **$84.8 million** used in operations and **$125.8 million** in investing activities Cash Flow Summary (in thousands USD) | Cash Flow Activity | Nine months ended Sep 30, 2022 | Nine months ended Sep 30, 2021 | | :--- | :--- | :--- | | Net cash used in operating activities | ($84,817) | ($40,669) | | Net cash provided by (used in) investing activities | ($125,797) | $239 | | Net cash provided by financing activities | $2,345 | $290,486 | | **Decrease in cash, cash equivalents and restricted cash** | **($208,269)** | **$250,056** | | **Cash, cash equivalents and restricted cash at end of period** | **$68,646** | **$295,563** | - The significant cash used in investing activities in 2022 was due to the purchase of **$128.0 million** in short-term investments, a new activity compared to 2021[12](index=12&type=chunk) - In contrast to 2022, financing activities in 2021 provided **$290.5 million**, largely from the SPAC merger and PIPE financing[12](index=12&type=chunk) [Notes to the Interim Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20the%20Interim%20Consolidated%20Financial%20Statements) [NOTE 1. GENERAL](index=8&type=section&id=NOTE%201.%20GENERAL) REE Automotive, a development-stage company, is preparing for commercial trials of its P7 Platform, with management asserting **$185.1 million** in cash and short-term investments are sufficient for the next 12 months - The company is a development-stage entity focused on its REEcorner technology and is preparing to start commercial trials of its P7 Platform[19](index=19&type=chunk) - REE became a publicly traded company on the Nasdaq Stock Exchange on July 23, 2021, via a SPAC merger[20](index=20&type=chunk)[21](index=21&type=chunk) - As of September 30, 2022, the company's liquidity included **$67.6 million** in cash and **$117.5 million** in short-term investments, which it deems sufficient for the next 12 months of activity[22](index=22&type=chunk) [NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=8&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) Interim financial statements are prepared under U.S. GAAP, with the 2022 adoption of ASC 842 for leases and recognition of **$943 thousand** in deferred revenues from a strategic development agreement - The company adopted the new lease accounting standard, ASU No. 2016-02 (Topic 842), on January 1, 2022, recognizing initial right-of-use assets and corresponding liabilities of **$8,860 thousand**[33](index=33&type=chunk)[53](index=53&type=chunk) - As an "emerging growth company," REE has elected to use the extended transition period under the JOBS Act for adopting new accounting standards[52](index=52&type=chunk) - As of September 30, 2022, the company had deferred revenues of **$943 thousand** related to a strategic development agreement to develop and supply REE platform prototypes[48](index=48&type=chunk)[49](index=49&type=chunk) [NOTE 3. INVESTMENTS](index=12&type=section&id=NOTE%203.%20INVESTMENTS) As of September 30, 2022, the company held **$117.5 million** in short-term investments, all classified as held-to-maturity, comprising investment-grade securities maturing within one year with no impairments recognized Short-Term Investments as of September 30, 2022 (in thousands USD) | Investment Type | Amortized Cost Basis | Fair Value | | :--- | :--- | :--- | | Bank deposits | $36,651 | $36,651 | | Agency bonds | $46,141 | $45,797 | | Municipal bonds | $507 | $503 | | Commercial paper | $29,722 | $29,722 | | Treasury bills | $4,479 | $4,475 | | **Total** | **$117,500** | **$117,148** | - All investments are classified as held-to-maturity, are investment grade, and have maturities of one year or less[58](index=58&type=chunk)[61](index=61&type=chunk) [NOTE 4. OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES](index=13&type=section&id=NOTE%204.%20OTHER%20ACCOUNTS%20RECEIVABLE%20AND%20PREPAID%20EXPENSES) Other accounts receivable and prepaid expenses totaled **$10.3 million** as of September 30, 2022, a decrease from **$12.2 million** at year-end 2021, primarily consisting of prepaid expenses and advances to suppliers Other Accounts Receivable and Prepaid Expenses (in thousands USD) | Item | September 30, 2022 | December 31, 2021 | | :--- | :--- | :--- | | Government authorities | $753 | $897 | | Prepaid expenses | $5,558 | $5,151 | | Advances to suppliers | $3,393 | $5,734 | | Other receivables | $634 | $380 | | **Total** | **$10,338** | **$12,162** | [NOTE 5. LEASES](index=14&type=section&id=NOTE%205.%20LEASES) The company's operating leases for global offices and cars resulted in a present value of lease liabilities of **$20.6 million** as of September 30, 2022, with a weighted average remaining lease term of 8.3 years - Leases include worldwide office facilities and cars, all classified as operating leases[64](index=64&type=chunk) Maturities of Lease Liabilities as of Sep 30, 2022 (in thousands USD) | Period | Undiscounted Lease Payments | | :--- | :--- | | 2022 (remainder) | $639 | | 2023 | $3,445 | | 2024 | $3,509 | | 2025 | $3,486 | | 2026 and thereafter | $16,461 | | **Total undiscounted lease payments** | **$27,540** | | Less: Imputed interest | ($6,891) | | **Present value of lease liabilities** | **$20,649** | [NOTE 6. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES](index=15&type=section&id=NOTE%206.%20ACCRUED%20EXPENSES%20AND%20OTHER%20CURRENT%20LIABILITIES) As of September 30, 2022, accrued expenses and other current liabilities increased to **$19.1 million** from **$16.0 million** at year-end 2021, primarily due to employee and payroll accruals, non-recurring engineering costs, and professional fees Accrued Expenses and Other Current Liabilities (in thousands USD) | Item | September 30, 2022 | December 31, 2021 | | :--- | :--- | :--- | | Employees and payroll accruals | $6,570 | $8,262 | | Professional fees | $2,797 | $600 | | Non recurring engineering | $3,963 | $4,800 | | Government authorities | $2,040 | $648 | | Other payables | $3,708 | $1,708 | | **Total** | **$19,078** | **$16,018** | [NOTE 7. COMMITMENTS AND CONTINGENT LIABILITIES](index=15&type=section&id=NOTE%207.%20COMMITMENTS%20AND%20CONTINGENT%20LIABILITIES) REE had purchase commitments of **$6.3 million** as of September 30, 2022, with contingent royalty obligations totaling **$726 thousand** to the IIA and **$433 thousand** to the BIRD Foundation, payable only upon sales of specific products Purchase Commitments Schedule (in thousands USD) | Period | Amount | | :--- | :--- | | 2022 | $5,773 | | 2023 | $513 | | **Total** | **$6,286** | - The company has a remaining contingent obligation of **$726 thousand** to the IIA and **$433 thousand** to BIRD, which are royalty-bearing grants for the Softwheel products technology, payable only upon generating sales from those products[75](index=75&type=chunk)[77](index=77&type=chunk) [NOTE 8. SHAREHOLDERS' EQUITY](index=17&type=section&id=NOTE%208.%20SHAREHOLDERS'%20EQUITY) The company's capital structure includes dual-class shares, with share-based compensation expense significantly decreasing to **$21.2 million** in the nine months ended September 30, 2022, from **$434.0 million** in the prior-year period due to SPAC merger-related transactions - The company has a dual-class share structure: Class A shares have one vote, while Class B shares, held by founders, have ten votes per share[81](index=81&type=chunk)[82](index=82&type=chunk) Share-Based Compensation Expense (in thousands USD) | Expense Category | Nine months ended Sep 30, 2022 | Nine months ended Sep 30, 2021 | | :--- | :--- | :--- | | Cost of sales | $72 | $309 | | Research and development | $10,261 | $203,376 | | Selling, general and administrative | $10,839 | $230,277 | | **Total** | **$21,172** | **$433,962** | - The report details the capital restructuring, SPAC merger, and PIPE financing that occurred in 2021, which significantly impacted the equity structure and related expenses in that period[88](index=88&type=chunk)[93](index=93&type=chunk)[96](index=96&type=chunk) [NOTE 9. INCOME TAXES](index=19&type=section&id=NOTE%209.%20INCOME%20TAXES) For the nine months ended September 30, 2022, the company recorded an income tax expense of **$1.7 million** despite a pre-tax loss, primarily due to non-recognition of tax benefits from net operating losses, with unrecognized tax benefits increasing to **$1.8 million** - The company's effective tax rate for the nine months ended September 30, 2022 was **(2.15)%**[103](index=103&type=chunk) - The main reason for the difference between the statutory and effective tax rates is the non-recognition of tax benefits from accumulated net operating loss carryforwards due to uncertainty of realization[100](index=100&type=chunk) Reconciliation of Unrecognized Tax Benefits (in thousands USD) | Description | Amount | | :--- | :--- | | Opening balance (Dec 31, 2021) | $856 | | Tax positions reversed in current year | ($266) | | Tax positions taken in current year | $1,089 | | Accrued interest | $73 | | **Ending balance (Sep 30, 2022)** | **$1,752** | [NOTE 10. WARRANT LIABILITIES](index=20&type=section&id=NOTE%2010.%20WARRANT%20LIABILITIES) In September 2022, REE eliminated all outstanding warrants through voluntary and mandatory exchanges for Class A shares, reclassifying the **$3.1 million** warrant liability to additional paid-in capital - On September 22, 2022, the company completed a registered exchange offer for its **15.56 million** outstanding warrants[109](index=109&type=chunk) - The company exchanged **13.0 million** tendered warrants for **2.6 million** Class A shares and mandatorily exchanged the remaining **2.5 million** warrants for **0.46 million** Class A shares[109](index=109&type=chunk)[110](index=110&type=chunk) - The fair value of the warrant liability as of the exchange date, **$3.1 million**, was reclassified to additional paid-in capital, eliminating the liability from the balance sheet[111](index=111&type=chunk) [NOTE 11. FAIR VALUE MEASUREMENTS](index=21&type=section&id=NOTE%2011.%20FAIR%20VALUE%20MEASUREMENTS) As of September 30, 2022, the company's assets measured at fair value included **$30.8 million** in money market funds (Level 1) and **$117.1 million** in short-term investments (Level 2), with the warrant liability completely eliminated after the exchange Assets at Fair Value as of Sep 30, 2022 (in thousands USD) | Asset Type | Level 1 | Level 2 | Level 3 | | :--- | :--- | :--- | :--- | | Money market fund | $30,765 | $— | $— | | Short-term investments | $— | $117,148 | $— | | **Total** | **$30,765** | **$117,148** | **$—** | Reconciliation of Level 3 Liabilities (in thousands USD) | Description | Amount | | :--- | :--- | | **Balance – December 31, 2021** | **$10,670** | | Change in fair value of Private Placement Warrant liability | ($9,512) | | Transfer of Private Placement Warrants to Public Warrants | ($699) | | Reclassification of warrant liability to equity | ($459) | | **Balance – September 30, 2022** | **$—** | [NOTE 12. FINANCIAL INCOME, NET](index=23&type=section&id=NOTE%2012.%20FINANCIAL%20INCOME,%20NET) For the nine months ended September 30, 2022, the company reported net financial income of **$3.7 million**, comprising **$1.7 million** in interest income and bank fees, and **$2.0 million** in favorable foreign currency translation adjustments Financial Income, Net (in thousands USD) | Item | Nine months ended Sep 30, 2022 | Nine months ended Sep 30, 2021 | | :--- | :--- | :--- | | Interest income and bank fees, net | ($1,731) | ($202) | | Foreign currency translation adjustments - expense (income) | ($2,007) | $76 | | **Financial income, net** | **($3,738)** | **($126)** | [NOTE 13. BASIC AND DILUTED NET LOSS PER SHARE](index=23&type=section&id=NOTE%2013.%20BASIC%20AND%20DILUTED%20NET%20LOSS%20PER%20SHARE) For the nine months ended September 30, 2022, basic and diluted net loss per share was **$0.27**, calculated on a net loss of **$80.2 million** and **292.1 million** weighted average shares, with all potentially dilutive securities excluded due to anti-dilutive effect Net Loss Per Share Calculation (in thousands USD) | Item | Nine months ended Sep 30, 2022 | Nine months ended Sep 30, 2021 | | :--- | :--- | :--- | | Net loss (in thousands USD) | ($80,161) | ($458,679) | | Weighted average shares | 292,058,962 | 219,207,053 | | **Basic and diluted net loss per share** | **($0.27)** | **($2.09)** | - A total of **73.6 million** weighted average shares from outstanding options and warrants were excluded from the diluted loss per share calculation for the nine months ended September 30, 2022, due to their anti-dilutive effect[122](index=122&type=chunk) [NOTE 14. SUBSEQUENT EVENTS](index=24&type=section&id=NOTE%2014.%20SUBSEQUENT%20EVENTS) Subsequent to the reporting period, REE received a Nasdaq non-compliance notice for its Class A ordinary shares falling below the **$1.00** minimum bid price, with a 180-day period to regain compliance by May 8, 2023 - On November 7, 2022, the company was notified by Nasdaq of non-compliance with the minimum bid price rule of **$1.00** per share[124](index=124&type=chunk) - The company has a 180-day compliance period, ending May 8, 2023, to regain compliance by having its closing bid price at or above **$1.00** for at least ten consecutive business days[124](index=124&type=chunk)