Cover
Cover | 12 Months Ended |
Dec. 31, 2023 shares | |
Document Information [Line Items] | |
Document Type | 20-F |
Document Registration Statement | false |
Document Annual Report | true |
Document Period End Date | Dec. 31, 2023 |
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 |
Title of 12(b) Security | Class A Ordinary Shares, without par value |
Trading Symbol | REE |
Security Exchange Name | NASDAQ |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Accelerated Filer |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
ICFR Auditor Attestation Flag | false |
Document Financial Statement Error Correction [Flag] | false |
Document Accounting Standard | U.S. GAAP |
Entity Shell Company | false |
Entity Central Index Key | 0001843588 |
Document Fiscal Year Focus | 2023 |
Document Fiscal Period Focus | FY |
Amendment Flag | false |
Class A Ordinary Shares | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding (in shares) | 8,452,260 |
Class B Ordinary Shares | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding (in shares) | 2,780,570 |
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, 2023 | |
Audit Information [Abstract] | |
Auditor Firm ID | 1281 |
Auditor Name | KOST FORER GABBAY & KASIERER |
Auditor Location | Tel-Aviv, Israel |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 41,232 | $ 56,762 |
Restricted cash | 0 | 162 |
Short-term investments | 44,395 | 96,857 |
Accounts receivable | 455 | 0 |
Inventory | 463 | 0 |
Other accounts receivable and prepaid expenses | 6,959 | 11,894 |
Total current assets | 93,504 | 165,675 |
NON-CURRENT ASSETS: | ||
Non-current restricted cash | 3,008 | 3,001 |
Other accounts receivable | 2,871 | 3,337 |
Operating lease right-of-use assets | 21,418 | 26,061 |
Property and equipment, net | 17,099 | 16,939 |
Total non-current assets | 44,396 | 49,338 |
TOTAL ASSETS | 137,900 | 215,013 |
CURRENT LIABILITIES: | ||
Short term loan | 15,019 | 0 |
Trade payables | 3,703 | 6,172 |
Other accounts payable and accrued expenses | 14,046 | 11,118 |
Operating lease liabilities | 2,411 | 2,748 |
Total current liabilities | 35,179 | 20,038 |
NON-CURRENT LIABILITIES: | ||
Deferred revenues | 0 | 943 |
Warrants liability | 3,400 | 0 |
Convertible promissory notes | 4,806 | 0 |
Operating lease liability | 16,440 | 18,623 |
Total non-current liabilities | 24,646 | 19,566 |
TOTAL LIABILITIES | 59,825 | 39,604 |
Commitments and Contingencies (Note 11) | ||
SHAREHOLDERS’ EQUITY: | ||
Ordinary shares | 0 | 0 |
Additional paid-in capital | 914,211 | 897,337 |
Accumulated deficit | (836,136) | (721,928) |
Total shareholders’ equity | 78,075 | 175,409 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 137,900 | $ 215,013 |
CONSOLIDATED STATEMENT OF COMPR
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Revenues | $ 1,608 | $ 0 | $ 6 | |
Cost of revenues | 3,270 | 547 | 995 | |
Gross loss | (1,662) | (547) | (989) | |
Operating expenses: | ||||
Research and development expenses, net | 82,662 | 78,225 | 252,424 | |
Selling, general and administrative expenses | 35,568 | 49,200 | 262,083 | |
Total operating expenses | 118,230 | 127,425 | 514,507 | |
Operating loss | (119,892) | (127,972) | (515,496) | |
Income from warrants remeasurement | 396 | 17,929 | 11,024 | |
Financial income, net | 3,928 | 4,371 | 423 | |
Net loss before income tax | (115,568) | (105,672) | (504,049) | |
Income tax expense (income) | (1,360) | 1,748 | 1,281 | |
Net loss | (114,208) | (107,420) | (505,330) | |
Net comprehensive loss | $ (114,208) | $ (107,420) | $ (505,330) | |
Weighted average number of ordinary shares used in computing basic net loss per share (in shares) | [1] | 10,087,691 | 9,783,301 | 7,853,759 |
Weighted average number of ordinary shares used in computing diluted net loss per share (in shares) | [1] | 10,087,691 | 9,783,301 | 7,853,759 |
Class A Ordinary Shares | ||||
Operating expenses: | ||||
Basic net loss per share (in USD per share) | [1] | $ (11.32) | $ (10.98) | $ (64.34) |
Diluted net loss per share (in USD per share) | [1] | $ (11.32) | $ (10.98) | $ (64.34) |
[1] Prior period results have been retroactively adjusted to reflect the 1: 30 stock reverse split effected on October 18, 2023. See also Note 1 General, for details. |
CONSOLIDATED STATEMENT OF COM_2
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS (Parenthetical) | Oct. 18, 2023 |
Income Statement [Abstract] | |
Stock reverse split, ratio | 0.0333 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Ordinary Shares - Class A | Ordinary Shares - Class B | Ordinary shares Ordinary Shares - Class A | Ordinary shares Ordinary Shares - Class B | Preferred shares | Additional Paid-in Capital | Accumulated Deficit | ||||
Ordinary shares balance at beginning of period (in shares) at Dec. 31, 2020 | [1] | 1,509,052 | 0 | |||||||||
Balance at beginning of period at Dec. 31, 2020 | $ 45,781 | $ 0 | [1] | $ 0 | [1] | $ 0 | [1] | $ 154,959 | $ (109,178) | |||
Preferred shares balance at beginning of period (in shares) at Dec. 31, 2020 | [1] | 4,359,981 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Issuance of ordinary shares, net (in shares) | [1] | 87,003 | 2,780,570 | |||||||||
Exercise of options (in shares) | [1] | 123,864 | ||||||||||
Exercise of options | 809 | 809 | ||||||||||
Exercise of warrants (in shares) | [1] | 355,413 | ||||||||||
Exercise of warrants | 2,907 | 2,907 | ||||||||||
Conversion of preferred shares (in shares) | [1] | 4,715,394 | (4,715,394) | |||||||||
SPAC merger and PIPE financing (in shares) | [1] | 1,373,441 | ||||||||||
SPAC merger and PIPE financing | 258,159 | 258,159 | ||||||||||
Share-based compensation | 448,077 | 448,077 | ||||||||||
Net loss | (505,330) | (505,330) | ||||||||||
Ordinary shares balance at end of period (in shares) at Dec. 31, 2021 | [1] | 7,808,754 | 2,780,570 | |||||||||
Balance at end of period at Dec. 31, 2021 | 250,403 | $ 0 | [1] | $ 0 | [1] | $ 0 | [1] | 864,911 | (614,508) | |||
Preferred shares balance at end of period (in shares) at Dec. 31, 2021 | [1] | 0 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Exercise of options, warrants and vesting of RSUs (in shares) | [1] | 224,512 | ||||||||||
Exercise of options, warrants and vesting of RSUs | 2,430 | |||||||||||
Issuance of shares for warrant exchange (in shares) | [1] | 102,082 | ||||||||||
Issuance of shares for warrant exchange | 3,104 | 3,104 | ||||||||||
Share-based compensation | 26,892 | |||||||||||
Net loss | $ (107,420) | |||||||||||
Ordinary shares balance at end of period (in shares) at Dec. 31, 2022 | 10,915,918 | 8,135,348 | 2,780,570 | 8,135,348 | [1] | 2,780,570 | [1] | |||||
Balance at end of period at Dec. 31, 2022 | $ 175,409 | $ 0 | [1] | $ 0 | [1] | $ 0 | [1] | 897,337 | (721,928) | |||
Preferred shares balance at end of period (in shares) at Dec. 31, 2022 | [1] | 0 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Issuance of ordinary shares, net (in shares) | [1] | 91,802 | ||||||||||
Issuance of ordinary shares, net | $ 467 | 467 | ||||||||||
Exercise of options (in shares) | 119,122 | |||||||||||
Exercise of options and vesting of RSUs (in shares) | [1] | 225,110 | ||||||||||
Exercise of options and vesting of RSUs | $ 129 | 129 | ||||||||||
Share-based compensation | 16,278 | 16,278 | ||||||||||
Net loss | $ (114,208) | (114,208) | ||||||||||
Ordinary shares balance at end of period (in shares) at Dec. 31, 2023 | 11,232,830 | 8,452,260 | 2,780,570 | 8,452,260 | [1] | 2,780,570 | [1] | |||||
Balance at end of period at Dec. 31, 2023 | $ 78,075 | $ 0 | [1] | $ 0 | [1] | $ 0 | [1] | $ 914,211 | $ (836,136) | |||
Preferred shares balance at end of period (in shares) at Dec. 31, 2023 | [1] | 0 | ||||||||||
[1] Prior period results have been retroactively adjusted to reflect the 1: 30 stock reverse split effected on October 18, 2023. See also Note 1 General, for details. |
CONSOLIDATED STATEMENT OF CHA_2
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) | Oct. 18, 2023 |
Statement of Stockholders' Equity [Abstract] | |
Stock reverse split, ratio | 0.0333 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net loss | $ (114,208) | $ (107,420) | $ (505,330) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 2,255 | 1,683 | 484 |
Amortization of operating lease right of use asset | 3,546 | 3,226 | 0 |
Accretion income on short-term investments | (731) | (654) | 0 |
Share-based compensation | 16,278 | 26,892 | 448,077 |
Change in fair value of warrants liability | (396) | (17,929) | (11,024) |
Change in fair value of derivative liability | (240) | 0 | 0 |
Amortization of convertible promissory note | 30 | 0 | 0 |
Interest expenses | 81 | 0 | 0 |
Transaction costs related to warrants | 0 | 0 | 2,887 |
Increase in accrued interest on short-term investments | (169) | (425) | 0 |
Decrease (increase) in inventory | (463) | 0 | 271 |
Decrease (increase) in accounts receivable | (455) | 0 | 55 |
Decrease (increase) in other accounts receivable and prepaid expenses | 5,401 | (4,055) | (12,859) |
Decrease in operating lease right-of-use assets and liability, net | (1,423) | (7,916) | 0 |
Increase (decrease) in trade payables | (901) | (1,106) | 3,782 |
Increase (decrease) in other accounts payable and accrued expenses | 2,928 | (4,900) | 13,450 |
Increase (decrease) in deferred revenue | (943) | 0 | 943 |
Other | 137 | 19 | 125 |
Net cash used in operating activities | (89,273) | (112,585) | (59,139) |
Cash flows from investing activities: | |||
Purchase of property and equipment | (3,745) | (11,058) | (2,415) |
Purchases of short-term investments | (94,364) | (139,891) | 0 |
Proceeds from short-term investments | 147,726 | 44,114 | 0 |
Proceeds from bank deposits | 0 | 0 | 1,667 |
Net cash provided by (used in) investing activities | 49,617 | (106,835) | (748) |
Cash flows from financing activities: | |||
Proceeds from issuance of ordinary shares, net | 467 | 0 | 0 |
Proceeds from exercise of options and warrants | 129 | 2,430 | 809 |
Proceeds from short term loan | 15,000 | 0 | 0 |
Proceeds from issuance of warrants | 3,633 | 0 | 0 |
Proceeds from bifurcated embedded derivatives | 4,179 | 0 | 0 |
Proceeds from convertible note | 563 | 0 | 0 |
Proceeds from exercise of warrants to preferred shares | 0 | 0 | 2,907 |
Proceeds from SPAC merger and PIPE financing, net of transaction costs | 0 | 0 | 287,579 |
Net cash provided by financing activities | 23,971 | 2,430 | 291,295 |
Increase (decrease) in cash, cash equivalents and restricted cash | (15,685) | (216,990) | 231,408 |
Cash, cash equivalents and restricted cash at beginning of year | 59,925 | 276,915 | 45,507 |
Cash, cash equivalents and restricted cash at end of period | 44,240 | 59,925 | 276,915 |
Non-cash activity: | |||
Purchase of property and equipment included in accounts payable or accrued | 54 | 2,739 | 114 |
Reclassification of warrant liability to equity | 0 | 3,104 | 0 |
Lease liabilities arising from obtaining right-of-use-assets | 1,097 | 0 | 0 |
Supplemental cash flow: | |||
Cash received from interest | 3,384 | 1,905 | 394 |
Cash paid for income taxes | 995 | 590 | 0 |
Reconciliation of cash, cash equivalents and restricted cash: | |||
Cash and cash equivalents | 41,232 | 56,762 | 275,772 |
Restricted cash | 0 | 162 | 138 |
Non-current restricted cash | 3,008 | 3,001 | 1,005 |
Total cash, cash equivalents and restricted cash | $ 44,240 | $ 59,925 | $ 276,915 |
GENERAL
GENERAL | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GENERAL | GENERAL REE Automotive Ltd. was incorporated in Israel on January 16, 2011. REE Automotive Ltd. is an automotive technology company focused on building commercial electric vehicles controlled fully by-wire. 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”, “REE”, or “we”) is in the early stages of commercialization and is currently developing its core REEcorner TM technology which packs critical vehicle components into a single compact module positioned between the chassis and the wheel as well as building commercial Electric Vehicles (“EV”) leveraging REEcorner TM technology. The Company has commenced initial production components at its Launch Factory in Coventry, United Kingdom. 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, with its Class A ordinary shares, without par value (the “Class A Ordinary Shares”) trading under the ticker symbol “REE” (for further information see Note 10). The Company also has Class B ordinary shares, without par value, having 10 votes per share (the “Class B Ordinary Shares” and together with the Class A Ordinary Shares, the “Ordinary Shares”) that include voting rights only and are not listed on the Nasdaq. On October 18, 2023, the Company effected a reverse share split of the Company’s Class A ordinary shares and Class B ordinary shares at the ratio of 1-for-30. As a result, all Ordinary Class A shares, Ordinary Class B shares, options for Ordinary Class A 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 reverse split had been in effect as of the date of these consolidated financial statements. Following the reverse share split an additional amount of 15,890 shares were issued to reflect rounding differences resulting from fractional Class A ordinary shares. For further details, see Note 12 - Shareholder’s equity. During February 2023, the Company undertook a reduction in the Company’s employee base of approximately 11% of the Company’s workforce. The Company has incurred approximately $400 in severance-related charges. As of December 31, 2023, the Company’s principal source of liquidity includes its unrestricted cash balance in the amount of $41,232 and its short term investments in the amount of $44,395. The Company has incurred losses since inception and had negative cash flows used in operating activities of $89,273 for the year ended December 31, 2023. The Company expects to continue to incur net losses and negative cash flows from operating activities. The Company’s ability to successfully carry out its business plan is primarily dependent upon its ability to raise sufficient additional capital. There are no assurances, however, that the Company will be successful in obtaining an adequate level of financing needed to support its operations. Since the Company was unable to maintain sufficient financial resources to support its business operation, the Company's board of directors approved a saving plan, to improve its available cash balances and liquidity. The Company saving plan includes reducing costs to conserve cash and improve its liquidity position, deferral and reprioritization of certain research and development programs including tooling and additional contingent plan to reduce additional costs. The above mentioned alleviates the substantial doubt about the Company's ability to continue as a going concern for at least twelve months from the date that the consolidated financial statements were issued. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
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 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. Financial statements in U.S. dollars The currency of the primary economic environment in which REE Automotive Ltd. and its subsidiaries operate 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 balances and bank deposits, including money market funds, that have a maturity, at the date of purchase, of three months or less. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) Investments The Company accounts for investments in debt securities in accordance with ASC 320, "Investments - Debt Securities". Management determines the appropriate classification of its investments in debt securities at the time of purchase and re-evaluates such determinations at each balance sheet date. Held-to-maturity securities are those securities that the Company has the positive intent and ability to hold until maturity and are recorded at amortized cost and adjusted for amortization of premiums and accretion of discounts. The Company’s investment securities are classified as held-to-maturity. Generally, premiums are amortized to call date and discounts are accreted to maturity, on a level yield basis. Starting January 1, 2023 the Company adopted ASU 2016-13, Topic 326 "Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments" which modified the other than temporary impairment model for debt securities. Debt securities classified as held-to-maturity are reviewed each reporting period to determine whether an allowance for credit losses should be recorded. Management’s assessment as to whether an allowance should be recorded is based on, among other things, the length of time to maturity; the financial condition and near-term prospects of the issuer; The Company does not record an allowance for securities with zero expectation of nonpayment upon default. During the year ended December 31, 2023 , no credit loss impairments have been identified. For the years ended December 31, 2022 and 2021, the Company's securities are reviewed for impairment in accordance with ASC 320-10-35. If such assets are considered to be impaired, the impairment charge is recognized in earnings when a decline in the fair value of its investments below the cost basis is judged to be other-than-temporary. Factors considered in making such a determination include the duration and severity of the impairment, the reason for the decline in value, the potential recovery period and the Company's intent to sell, including whether it is more likely than not that the Company will be required to sell the investment before recovery of cost basis. For securities with an unrealized loss that the Company intends to sell, or it is more likely than not that the Company will be required to sell before recovery of their amortized cost basis, the entire difference between amortized cost and fair value is recognized in earnings. For securities that do not meet these criteria, the amount of impairment recognized in earnings is limited to the amount related to credit losses, while declines in fair value related to other factors are recognized in accumulated other comprehensive income (loss). For the years ended December 31, 2022 and 2021 , no other-than-temporary impairment had been recognized. Inventory The Company’s inventory, which includes raw materials, work in-process, and finished goods, is carried at the lower of cost or net realizable value. Inventory cost is computed using standard cost, which approximates actual cost on a first-in, first-out basis. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on operating capacity. At the end of each reporting period, the Company evaluates whether its inventories are damaged, obsolete, or have material changes in price or other causes, and if so, a loss is recognized in the period in which it occurs. Inventory write-downs are also based on reviews for any excess or obsolescence. The Company also reviews its inventory to determine whether its carrying value exceeds the Net Realizable Value (“NRV”) upon the ultimate sale of the inventory. NRV is the estimated selling price of inventory in the ordinary course of business, less estimated costs of completion, disposal, and transportation. At the end of each reporting period, the Company determines the estimated selling price of its inventory based on market conditions. Once inventory is written-down, a new, lower cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) Restricted cash Restricted cash represent restricted bank deposits which are primarily used as a security for the Company’s operating lease agreements. 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. For the years ended December 31, 2023, 2022, and 2021, no impairment charges were recognized. Leases The Company accounts for its leases under ASC 842, Leases. Under this guidance, lessees classify arrangements meeting the definition of a lease as operating or financing leases, and leases are recorded on the consolidated statements of financial position as both a right-of-use (“ROU”) assets and lease liabilities, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate (“IBR”). The IBR is estimated to approximate the interest rate on a collateralized basis with similar terms and payments. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Variable lease expenses are primarily comprised of payments affected by CPI (“Consumer Price Index”) impact. The Company elected to not recognize a lease liability and an ROU asset for leases with a term of twelve months or less. Lease payments on short-term leases are recognized as an expense on a straight-line basis over the lease term, not included in lease liabilities. Lastly, the Company also elected the practical expedient to not separate lease and non-lease components for its leases. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) 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 below: Years Computers and software 3 — 7 Furniture and fixtures 5 — 5 Machinery and equipment 4 — 7 Vehicles 7 — 7 Leasehold improvements Shorter of the term of the lease or useful life Pre-production costs related to long-term supply agreements The Company incurred 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. Pre-production costs related to potential long-term supply arrangements with a contractual guarantee for reimbursement were 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 On August 19, 2021, the Company was awarded approximately $12,272 (£10,141) as part of a total $15,002 (£12,397) grant from the UK government. This grant is part of a $49,571 (£40,963) investment, coordinated through the Advanced Propulsion Centre (‘APC’), in which REE will contribute approximately $46,397 (£38,340). The project runs from November 1, 2021 until July 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 years ended December 31, 2023, 2022 and 2021 there were $4,667, $4,472 and zero gross royalty-bearing grants as a reduction of research and development, respectively. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) I sraeli severance pay Pursuant to Section 14 of Israel’s Severance Compensation Law, 1963 (“Section 14”), the Israeli entity’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, 2023, 2022, and 2021, severance pay expenses amounted to $1,069, $1,217, and $842, 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, 2023, 2022, and 2021 the employer expenses related to the match amounted to $106, $117, and $76 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. For the year ended December 31, 2021, the Company matched employee contributions to a maximum of 3% of base salary of the participant annual compensation. For the years ended December 31, 2023 and 2022, the Company matched employee contributions to a maximum of 6% of base salary of the participant annual compensation. For the years ended December 31, 2023, 2022 and 2021 the employer expenses related to the match amounted to $538, $371 and $119, respectively. Warranty Liability Warranty liability provided to customers is accrued in accordance with management’s estimate. No claims were incurred for the years ended December 31, 2023, 2022 and 2021. The Company recorded warranty liability within other accounts payable and accrued expenses in the consolidated balance sheets for the years ended December 31, 2023 and 2022 in the amount of $127 and zero, respectively. Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, restricted cash, and short-term investments. The Company’s cash and cash equivalents, restricted cash and short-term investments are maintained with several large and reputable banks and an investment bank in Israel and the United States. In addition, the Company’s short-term investments are in securities that have high investment grade credit ratings. Generally, these securities 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. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) 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 graded-vesting awards with no performance or market conditions, the Company recognizes the related share-based compensation expense on a straight-line basis over the requisite service period of the awards. 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. For graded-vesting awards with market condition the share-based compensation expense is recognized based on the accelerated method. 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 Expected volatility 60.8 % — 69.0 % Risk-Free interest rate 0.53 % — 1.07 % Expected dividend yield 0% Expected life (years) 5.1 These assumptions and estimates were determined as follows: Fair value of Ordinary shares — The Company’s Class A ordinary shares, without par value, having one vote per share (the “Class A Ordinary Shares”) had 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 was not sufficient historical share exercise data to calculate the expected term of the share options. The Company determined 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. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) Expected volatility — Since the Company had a limited trading history of its Ordinary shares, there was not sufficient historical volatility for the expected term of the share options. The expected volatility was derived from the average historical share volatilities of several unrelated public companies within the Company’s industry that the Company considered to be comparable to its own business over a period equivalent to the option’s expected term. Expected dividend yield - The Company did 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, other accounts receivable, short-term loan, trade payables, 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 and derivative liabilities at fair value to be Level 3 and are measured at fair value using Level 3 inputs. The financial liability for the warrant and derivative liabilities are accounted for at fair value through earnings (see also Note 3, Note 16 and Note 17). Convertible Promissory Notes The Company applies ASC 470-20, “Debt with Conversion and Other Options” (“ASC 470-20”). In accordance with ASC 470-20 the Company first allocates the proceeds to freestanding liability instrument that are measured at fair value at each reporting date, based on their fair value. The remaining proceeds are allocated between the convertible debt and any bifurcated embedded derivatives. In accordance with ASC 815 “Derivatives and Hedging” (“ASC 815”), the Company bifurcates embedded derivatives that require bifurcation and accounts for them separately from the convertible debt. The Company applies ASC 815, “Derivatives and Hedging” to all features related to convertible debt. When features meet the definition of a derivative, are not clearly and closely related to the characteristics of the convertible debt, and do not qualify for any scope exceptions within ASC 815, they are required to be accounted for separately from the debt instrument and recorded as derivative instrument liabilities. The fair value assigned to the embedded derivative instruments is marked to market in each reporting period. The Company has recorded embedded derivative liabilities related to the convertible promissory notes. For further information regarding the convertible promissory notes, see Note 15. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) 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 the Company’s statement of comprehensive loss. In addition, as part of the convertible promissory note financing (see Note 15), the Company issued warrants that do not meet all the conditions to be classified as equity pursuant to ASC 815-40 and therefore are also measured at fair value through earnings. For information Company's outstanding warrants, see Note 16. Basic and diluted loss per share Basic earnings (loss) per share is computed by dividing income (loss) available to Class A Ordinary shareholders by the weighted-average number of Class A Ordinary shares outstanding during the period. Basic and diluted loss per Class A Ordinary 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 years ended December 31, 2023, 2022 and 2021 excluded from the calculations of diluted net loss per share were 2,679,771, 2,314,774 and 2,357,399, respectively. The Company’s 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. 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. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) 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% (on a cumulative basis) likely to be realized upon ultimate settlement. Revenue recognition Until 2021 the Company has generated 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, 2023, 2022 and 2021, the Company recorded deferred revenues of zero, $943 and $943, respectively. For the twelve months ended on December 31, 2023, the Company recorded revenues in the amount of $943 upon the termination of the agreement with the customer. 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, 2023, 2022 and 2021, the Company recorded capitalized costs of zero, $943 and $943, respectively. Following the revenue recognition as described above, the Company recorded capitalized expenses in the amount of $943 in cost of revenues. In addition, for the twelve months ended on December 31, 2023 the Company recorded revenues from sales of EV prototypes in the aggregate amount of $665. Revenue from sales of EV prototypes is recognized at a point in time when the control of the goods is transferred to the customer, upon delivery. The Company applies the practical expedient and does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised goods or services to the customer will be one year or less. 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. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) 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, 2023 and 2022, the aggregate amount of the transaction price allocated to remaining performance obligations was zero and $943 , respectively. Cost of revenues Cost of revenues primarily comprised from the cost of EVs and includes direct parts, material and labor costs, share-based compensation expenses, manufacturing overhead (e.g., depreciation of machinery and tooling), shipping and logistics costs, and reserves including for estimated warranty costs related to the production of EVs and adjustments to write down the carrying value of inventory when it exceeds its estimated net realizable value (“NRV”). Advertising costs For the years ended December 31, 2023, 2022, and 2021 advertising costs amounted to $224, $614 and $1,000 respectively. Advertising costs are charged to expense when incurred. Segment information Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”). As the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance, the Company has determined that it operates in one operating segment. 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. Financial Instruments-Credit Losses 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 is effective for the Company beginning January 1, 2023, and interim periods therein. The company adopted this ASU, but the standard did not have a material impact on the Company’s consolidated financial statements. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) Recently issued accounting pronouncements, not yet adopted Convertible Debt Instruments In August 2020, the FASB issued ASU 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” which simplifies the accounting for convertible instruments. The guidance removes certain accounting models that separate the embedded conversion features from the host contract for convertible instruments. Either a modified retrospective method of transition or a fully retrospective method of transition is permissible for the adoption of this standard. The guidance will be effective for the Company for the fiscal year beginning January 1, 2024 and interim periods within those fiscal years. Early adoption is permitted, but no earlier than the fiscal year beginning after December 15, 2020. The Company is currently evaluating the impact of adopting ASU 2020-06, however the adoption is not expect to result in a material impact to the Company’s consolidated financial statements. Segment reporting In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information |
INVESTMENTS
INVESTMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
INVESTMENTS | INVESTMENTS The Company’s investments as of December 31, 2023 are comprised of U.S. dollar denominated investments in bank deposits. Short-term investments consisted of the following: December 31, 2023 Short-term investments Amortized cost basis Gross unrealized gains Gross unrealized loss Fair value Bank deposit securities: Bank deposits $ 44,395 $ — $ — $ 44,395 Total short term investments $ 44,395 $ — $ — $ 44,395 December 31, 2022 Short-term investments Amortized cost basis Gross unrealized gains Gross unrealized loss Fair value Bank deposit securities: Bank deposits $ 25,354 $ — $ — $ 25,354 Held-to-maturity marketable securities: Agency bonds $ 36,202 $ — $ (217) $ 35,985 Municipal bonds 510 — (2) 508 Commercial paper 28,827 — — 28,827 Treasury bills 5,964 — — 5,964 Total held-to-maturity marketable securities $ 71,503 $ — $ (219) $ 71,284 Total short term investments $ 96,857 $ — $ (219) $ 96,638 |
INVENTORY
INVENTORY | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORY | INVENTORY Inventory consisted of the following at December 31, 2023 and 2022, respectively: December 31, 2023 December 31, 2022 Raw materials and work in progress $ 380 — Finished goods 83 — Total inventory $ 463 $ — During the years ended December 31, 2023 and 2022, the Company recorded inventory write-downs of $1,970 and zero, respectively, to reduce inventories to their net realizable values and for any excess or obsolete inventories. |
OTHER ACCOUNTS RECEIVABLE AND P
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES | OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES Other accounts receivable and prepaid expenses consisted of the following at December 31, 2023 and 2022, respectively: December 31, 2023 December 31, 2022 Government authorities $ 1,369 $ 2,302 Prepaid expenses 3,181 5,008 Advances to suppliers 2,124 4,150 Other receivables 285 434 Total $ 6,959 $ 11,894 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
LEASES | LEASES The Company`s leases include offices for its facilities worldwide, as well as cars and other equipment leases, which are all classified as operating leases. Certain leases include renewal options that are under the Company`s sole discretion. The renewal options were included in the right-of-use assets and liabilities calculations if it was reasonably certain that the Company will exercise the option. The Company entered into sublease agreement for certain leased office space and the amount of sublease income for the year ended December 31, 2023, 2022 and 2021 was $25, zero and zero, respectively. December 31, 2023 December 31, 2022 Operating lease cost $ 3,598 $ 4,163 Short-term lease cost 165 165 Variable lease cost 170 120 Total lease cost $ 3,933 $ 4,448 December 31, 2023 December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases, net: $ 2,976 $ 5,946 Supplemental cash flow information related to operating leases: Adoption of "Leases (Topic 842)" $ — $ 8,857 Right-of-use assets obtained in exchange for new operating lease liabilities: $ 363 $ 16,636 Adjustment to lease liabilities upon the resolution of contingent lease payments $ (1,460) $ 3,796 Weighted average remaining operating lease term 7.39 8.25 Weighted average discount rate operating lease 6.04 % 5.65 % The following table outlines maturities of the Company’s lease liabilities as of December 31, 2023: Operating Leases 2024 $ 3,489 2025 3,678 2026 3,310 2027 2,289 2028 2,322 2029 and thereafter 9,134 Total undiscounted lease payments $ 24,222 Less: Imputed interest 5,371 Present value of lease liabilities $ 18,851 Rent expense for the year ended December 31, 2021 amounted to $870. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | PROPERTY AND EQUIPMENT, NET Property and equipment, net at December 31, 2023 and 2022, respectively, consists of: December 31, 2023 December 31, 2022 Computers and software $ 3,823 $ 3,563 Furniture and fixtures 1,291 533 Machinery and equipment 13,985 1,530 Vehicles 173 177 Leasehold improvements 1,308 758 Construction in progress 217 11,943 $ 20,797 $ 18,504 Less - accumulated depreciation and amortization (3,698) (1,565) Total $ 17,099 $ 16,939 Construction in progress as of December 31, 2023 consists of capitalized costs related to production tooling at the UK Launch Factory located in Coventry, UK. For the year ended December 31, 2022, the amount of construction in progress is related to machinery and equipment placed in service during 2023 at the UK Launch Factory located in Coventry, UK and used for process validation activities and product assembly operations. Depreciation expenses of property and equipment were $2,255, $1,683, and $484 for the years ended December 31, 2023, 2022, and 2021, respectively. |
CREDIT FACILITY
CREDIT FACILITY | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
CREDIT FACILITY | CREDIT FACILITY On August 14, 2023, the Company entered into an agreement with a leading Israeli commercial bank to establish a revolving credit line facility (the “Credit Facility”) in the amount of $15,000 which the bank is committed to until December 31, 2024. In December 2023, the terms of the Credit Facility were extended through June 30, 2025. In March 2024, the terms of the credit facility were extended through December 31, 2025. Outstanding loans under the Credit Facility bear a variable interest at the rate of Monthly Term Secured Overnight Financing Rate (“SOFR”) plus an annual margin of 3.5%. The interest is payable on a monthly basis. Under the terms of the Credit Facility, the Company is required to keep unsecured deposits in the aforementioned bank in the amount of $20,000. Under certain terms, the bank has the right to offset loans drawn under the Credit Facility with the deposits kept in the bank. The Company is charged a fee of 0.25% per annum on amounts available for draw that are undrawn under the Credit Facility. |
OTHER ACCOUNTS PAYABLE AND ACCR
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES | OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES Other accounts payables and accrued expenses consisted of the following at December 31, 2023 and 2022, respectively: December 31, 2023 December 31, 2022 Employees and payroll accruals $ 5,703 $ 5,190 Professional fees 578 793 Non recurring engineering 5,867 572 Government authorities 310 2,624 Other payables 1,588 1,939 Total $ 14,046 $ 11,118 |
MERGER WITH 10X CAPITAL
MERGER WITH 10X CAPITAL | 12 Months Ended |
Dec. 31, 2023 | |
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, 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 Shares into an aggregate of 6,290,767 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 $300 per share (together with the conversion of the Company’s Preferred Shares, par value NIS 0.01 (“Preferred Shares”), the “Capital Restructuring”). NOTE 10. 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 423,441 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 50,000 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 50,000 Class A Ordinary Shares were forfeited pursuant to the terms of the Letter Agreement, resulting in 373,441 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”),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 518,750 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, each have 10 votes per share. An aggregate of 2,780,570 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 1,000,000 shares of 10X Capital Class A Common Stock at $300 per share for gross proceeds of approximately $300,000 (the “PIPE Financing”) on the Closing Date, which were converted into 1,000,000 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. For information regarding the completion of the registered exchange offer for the Company's outstanding warrants, see Note 16. |
COMMITMENTS AND CONTINGENT LIAB
COMMITMENTS AND CONTINGENT LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENT LIABILITIES | COMMITMENTS AND CONTINGENT LIABILITIES Commitments The following table summarizes REE’s contractual obligations and other commitments for cash expenditures as of December 31, 2023, and the years in which these obligations are due. Certain obligations are reflected in our balance sheet, while other are disclosed as future obligations. This table is not meant to represent a forecast of our total cash expenditures for any of the periods presented. Purchase commitments 2024 $ 13,600 2025 4,454 2026 — 2027 — 2028 and thereafter — Total $ 18,054 Open purchase orders that are cancellable are not considered unconditional purchase obligations for financial reporting purposes and are not included in the table above. Such purchase orders often represent authorizations to purchase rather than binding agreements. In addition, REE enters into agreements in the normal course of business with vendors to perform various services, which are generally cancellable upon written notice. These payments are not included in this table of contractual obligations. Guarantee A long-term guarantee was issued by a bank in the amount of approximately $3,008 were recorded within Long-term restricted cash to secure the Company’s office and manufacturing locations. 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. Until October 25, 2023, the interest was calculated at a rate based on 12-month LIBOR applicable to U.S. Dollar deposits on the unpaid amount received. However, on October 25, 2023, the IIA published a directive concerning changes in royalties to address the expiration of the LIBOR. Under such directive, regarding IIA grants approved by the IIA prior to January 1, 2024 but which are outstanding thereafter, as of January 1, 2024 the annual interest is calculated at a rate based on 12-month SOFR, or at an alternative rate published by the Bank of Israel plus 0.72%; and, for grants approved on or following January 1, 2024 the annual interest shall be the higher of (i) the 12 months SOFR interest rate, plus 1%, or (ii) a fixed annual interest rate of 4%. 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.The Company did not pay or accrue any royalties to the IIA for the years ended December 31, 2023, 2022, and 2021. As of December 31, 2023, the Company’s remaining contingent obligation with respect to royalty-bearing participation received or accrued, net of royalties paid or accrued, were $733. NOTE 11. 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. The Company did not pay or accrue any royalties to BIRD for the years ended December 31, 2023, 2022, and 2021. As of December 31, 2023, the BIRD contingent liability with respect to royalty-bearing participation received or accrued, net of royalties paid or accrued, totaled $433. Legal proceedings On December 16, 2022, a lawsuit was filed to the court in Texas, Austin Division, against REE and its US subsidiaries (in this section, the “Group”), by OSR Group alleging that the Group stole OSR Group’s trade secrets. The OSR Group requested the court to grant them the following: (a) a request for an injunction pertaining to the use of such trade secrets; (b) affirmative action to protect the OSR Group’s alleged trade secrets; (c) the establishment of a constructive trust to transfer all the relevant Group’s legal title and intellectual property to the OSR Group; (d) an award to the OSR Group of monetary damages in an amount of no less than USD 2.6 billion together with exemplary damages in an amount of no less than USD 5.2 billion, such amounts to be determined in the trial, plus interest; (e) an award to the OSR Group for all of its expenses relating to the action; (f) an award to the OSR Group of pre-judgment interest on all damages; and (g) an award of other relief as the court deem fit. On January 4, 2024, the Magistrate Judge entered a Report and Recommendation, or the Report, recommending dismissal of the lawsuit based on forum non conveniens, such that OSR could pursue its claims in an Israeli forum rather than in the United States, assuming that OSR chooses to do so after dismissal. The Report is pending before the District Court, which will independently review the Report to assess whether to adopt in full, in part, or to set it aside. The Report is not binding on the District Court. There is no definitive timetable for a final ruling, and any ruling by the District Court is subject to a potential appeal by OSR. REE believes that the lawsuit is without merit and is defending itself vigorously. Given the uncertainty of litigation and the preliminary stage of the lawsuit, the Company cannot estimate the reasonably possible loss or range of loss that may result from this lawsuit. As of December 31, 2023 and December 31, 2022 the Company did not record a loss contingency. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
SHAREHOLDERS' EQUITY | SHAREHOLDERS’ EQUITY On October 18, 2023, the Company effected a reverse share split of the Company’s Class A ordinary shares and Class B ordinary shares at the ratio of 1-for-30, such that (i) each thirty (30) Class A ordinary shares, without par value, were consolidated into one (1) Class A ordinary share, without par value and (2) each thirty (30) Class B ordinary shares, without par value, were consolidated into one (1) Class B ordinary share, without par value. As a result, all Ordinary Class A shares, Ordinary Class B shares, options for Ordinary Class A 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 reverse split had been in effect as of the date of these consolidated financial statements. Following the reverse share split an additional amount of 15,890 shares was issued to reflect rounding differences resulting from fractional Class A ordinary shares. Composition of share capital: December 31, 2023 December 31, 2022 Authorized Issued and outstanding Authorized Issued and outstanding Number of shares Number of shares Class A Ordinary shares, no par value (1) 33,333,333 8,452,260 33,333,333 8,135,348 Class B Ordinary shares, no par value (2) 2,780,570 2,780,570 2,780,570 2,780,570 36,113,903 11,232,830 36,113,903 10,915,918 (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. Equity transactions On August 16, 2022, the Company entered into the ATM Sales Agreement with BofA Securities, Inc., or BofA, pursuant to which the Company may offer and sell, at its option, up to $75,000 of Class A Ordinary Shares through an “at-the-market” equity program under which BofA agreed to act as sales agent. As of December 31, 2023, we have not sold any of our Class A Ordinary Shares under the ATM Sales Agreement. For information regarding the completion of the registered exchange offer for the Company's outstanding warrants during the year 2022, see Note 16 - Warrant Liabilities. On July 14, 2023, the Company entered into the H.C. Wainwright Agreement with H.C. Wainwright, pursuant to which the Company may offer and sell, at its option, up to $35,000 of Class A Ordinary Shares through an “at-the-market” equity program under which H.C. Wainwright act as the Company’s sales agent. As of December 31, 2023, the Company sold 75,912 Class A Ordinary Shares under the ATM Sales Agreement for total gross proceeds of approximately $657. For further information regarding additional shares sold under the ATM Sales Agreement, see also Note 22. For further information regarding public offering to offer and sell the Company’s Class A Ordinary Shares, see Note 22. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 December 31, 2022 December 31, 2021 Cost of sales $ — $ 72 $ 437 Research and development 8,397 13,188 208,935 Selling, general and administrative 7,881 13,632 238,705 $ 16,278 $ 26,892 $ 448,077 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, (for further details, see also Note 10), 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 70,966 Ordinary Shares 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. 771,421 Class A Ordinary Shares were reserved for issuance of awards under the 2021 Plan, in accordance with and subject to the terms and conditions of the 2021 Plan. In addition, there was an annual increase in the option pool on January 1, 2023 for 588,986. As of December 31, 2023, 346,883 Class A Ordinary Shares 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. In addition, there was an annual increase in the option pool on January 1, 2024 for 640,004. 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. 154,284 Class A Ordinary Shares were 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, 2023. In general, options granted under the Plan vest over a three-year period and expire 10 years from the date of grant. 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. NOTE 13. SHARE-BASED COMPENSATION (cont.) Options granted to employees and non-employees A summary of option balances under the 2021 and 2011 Share Incentive Plan as of December 31, 2023, and changes during the year then ended are as follows: Number of options Weighted-average exercise price Weighted-average remaining contractual term (in years) Aggregate intrinsic value (in thousands) (1) Outstanding at January 1, 2023 3,516,256 $ 5.70 7.30 $ 20,646 Granted 283,175 $ 0.03 Exercised (119,122) $ 1.09 Forfeited (154,715) $ 16.65 Cancelled — $ — Outstanding at December 31, 2023 3,525,594 $ 5.02 6.50 $ 13,250 Exercisable at December 31, 2023 3,288,211 $ 5.35 6.21 $ 12,039 (1) 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, 2023, unrecognized compensation cost related to share awards was $5,459, which was expected to be recognized over a weighted average period of 2.04 years. The weighted average grant date fair value of options granted during the years ended December 31, 2023, 2022 and 2021 was $10.86, $56.70, and $292.80. The following tables summarize information about the Company's outstanding and exercisable options granted to employees as of December 31, 2023: 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 - $0.60 2,047,097 4.46 $0.00 1,810,278 4.02 $0.00 $0.60 - $1.50 682,702 0.86 $0.23 682,702 0.92 $0.25 $1.50 - $3.00 24,032 0.03 $0.02 24,032 0.03 $0.02 $30.00 - $30.00 675,503 1.09 $2.53 675,281 1.17 $2.71 $30.00 - $292.20 96,260 0.06 $2.24 95,918 0.06 $2.36 Total 3,525,594 6.50 $5.02 3,288,211 6.21 $5.35 NOTE 13. SHARE-BASED COMPENSATION (cont.) 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, 2023 128,108 $ 68.70 Granted 873,496 9.67 Vested (105,988) 47.20 Forfeited (73,375) 72.04 Expired — — Outstanding at December 31, 2023 822,241 $ 11.85 As of December 31, 2023, total compensation costs related to unvested restricted share units granted to employees not yet recognized was $7,432. This cost will be amortized over a weighted-average remaining period of 1.86 years. The weighted average grant date fair value of restricted share units granted during the years ended December 31, 2023, 2022 and 2021 was $9.67, $68.70 and $130.50, respectively. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Tax rates applicable to the Company The taxable income of Israeli company is subject to a corporate tax rate of 23% for the years 2023, 2022 and 2021. The Company’s subsidiaries are separately taxed under the domestic tax laws of the jurisdiction of incorporation of each entity. Loss before taxes is comprised as follows: December 31, 2023 December 31, 2022 December 31, 2021 Domestic (Israel) $ (107,889) $ (109,088) $ (498,242) Foreign (7,679) 3,416 (5,807) Total $ (115,568) $ (105,672) $ (504,049) 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. NOTE 14. INCOME TAXES (cont.) The following table presents the significant components of the Company’s deferred tax assets: December 31, 2023 December 31, 2022 Deferred tax assets: Operating loss carryforward $ 55,189 $ 35,682 Share based compensation 94,807 96,553 Research and development 18,614 13,379 Accrued social benefits and other 573 414 Other costs 202 2,679 Operating lease liability 4,348 5,227 Deferred tax asset before valuation allowance $ 173,733 $ 153,934 Valuation allowance (164,848) (144,444) Total deferred tax assets $ 8,885 $ 9,490 Fixed Assets (3,166) (3,103) Operating lease right-of-use asset (5,108) (6,387) Deferred tax liabilities $ (8,274) $ (9,490) Net deferred taxes $ 611 $ — 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. The net changes in the total valuation allowance for each of the years ended December 31, 2023 and 2022, are comprised as follows: December 31, 2023 December 31, 2022 Opening balance $ 144,444 $ 126,898 Additions during the year 20,404 17,546 Ending Balance $ 164,848 $ 144,444 Income taxes are comprised as follows: December 31, 2023 December 31, 2022 December 31, 2021 Current $ (749) $ 1,748 $ 1,281 Deferred (611) — — $ (1,360) $ 1,748 $ 1,281 December 31, 2023 December 31, 2022 December 31, 2021 Domestic $ 92 $ 136 $ — Foreign (1,452) 1,612 1,281 $ (1,360) $ 1,748 $ 1,281 NOTE 14. INCOME TAXES (cont.) Uncertain tax positions A reconciliation of the opening and closing amounts of total unrecognized tax benefits is as follows: December 31, 2023 December 31, 2022 Opening balance $ 1,726 $ 856 Tax positions reversed in current year related to previous years (1,315) (405) Tax positions taken in current year 240 1,230 Accrued interest 34 45 Ending Balance $ 685 $ 1,726 Substantially all the balance of unrecognized tax benefits, if recognized, would reduce the Company’s annual effective tax rate. 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. 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 Net operating loss carryforward As of December 31, 2023, the Company and its 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 $ 231,063 REE Automotive UK Limited $ 8,146 REE Automotive Japan K.K. $ 41 |
CONVERTIBLE PROMISSORY NOTES
CONVERTIBLE PROMISSORY NOTES | 12 Months Ended |
Dec. 31, 2023 | |
Debt And Derivative Instruments Disclosure [Abstract] | |
CONVERTIBLE PROMISSORY NOTES | CONVERTIBLE PROMISSORY NOTES On November 27, 2023, the Company entered into Securities Purchase Agreements with certain investors, pursuant to which the Company agreed to issue and sell Convertible Promissory Notes (the “Notes”) in the principal amount of $8,000, in the aggregate, at a conversion price of $5.09 per share (subject to adjustment as provided therein), and Warrants to purchase up to an aggregate of 1,571,710 of the Company’s Class A Ordinary Shares at an exercise price of $4.42 per share (subject to adjustment as provided therein). Closing under these Securities Purchase Agreements occurred on December 3, 2023, pursuant to which the above Convertible Promissory Notes and Warrants were issued to the applicable selling shareholders. In addition, on December 6, 2023, we entered into a subsequent Securities Purchase Agreement dated December 2, 2023, with a certain accredited investor, pursuant to which the Company agreed to issue and sell an additional Convertible Promissory Note in the principal amount of $750 at a conversion price of $5.74 per share (subject to adjustment as provided therein), and an additional Warrant to purchase up to 130,662 Class A Ordinary Shares, at an exercise price of $5.74 per share (subject to adjustment as provided therein). Closing under this Securities Purchase Agreement occurred on December 20, 2023, pursuant to which the above Convertible Promissory Notes and Warrants were issued to the applicable selling shareholder. Pursuant to the Securities Purchase Agreement, the Notes have a term of five years from the date of issuance, accrue interest at a rate of ten percent per annum (compounding annually) and are convertible into Class A Ordinary Shares at conversion prices of $5.09 and $5.74 per share, respectively. We may not repay any portion of the outstanding principal amount of the Notes (or any interest accrued thereon) prior to the maturity date. The conversion price of Notes is subject to customary adjustments, and the Notes contain customary anti-dilution protections (including in the event of (i) certain equity issuances, or repricing of existing equity instrument by us at a price less than the conversion price then in effect, provided that the conversion price shall in no event be reduced to less than $1.02 and $1.15 per share, respectively; (ii) stock splits and combinations; and (iii) certain dividends or distributions). The notes will have the repayment accelerated upon an event of default that is not cured. Events of default include (i) a default in any payment of principal, interest or liquidated damages payable under the notes, (ii) if the Company fails to observe or perform any covenants under the note, warrant or the purchase agreement, (iii) if the Company notifies the investor of its inability or intention not to comply with proper notices of conversions of the note, (iv) if the Company fails to timely deliver shares or pay liquidated damage, (v) if the Company fails to reserve a sufficient number of shares to permit the conversion of the note or exercise of the warrant, (vi) if any representation or warranty made by the Company is proven to be incorrect or breached in a material respect, (vii) if the Company or its subsidiaries default on any payment of indebtedness or causes an acceleration of repayment for such indebtedness, (viii) if the Company or a subsidiary files for bankruptcy, whether voluntary or involuntary, (ix) if the Company faces a final judgment or order in excess of $1 million, (x) if the Company fails to delivery un-legended shares within 5 days of an investors lawful request, (xi) if the Company ceases trading on its trading market, (xii) if the Company consummates a going private transaction, (xiii) if the SEC institutes a stop trade order or suspension of the Company’s ordinary shares, (xiv) if the Company or its subsidiaries fail to maintain material intellectual property rights, personal or real property or assets necessary to conduct its business, (xv) if the Depository Trust Company places any restrictions on transactions in the ordinary shares or they are no longer tradeable through the Depository Trust Company Fast Automated Securities Transfer program or (xvi) if the Company experiences a material adverse effect which would reasonably be considered to substantially impair the ability of the Company to satisfy its obligations under the transaction documents. As of December 31, 2023 no event of default as described above has occurred. The Warrants to purchase up to 1,571,710 Class A Ordinary Shares are exercisable at an exercise price of $4.42 per Class A Ordinary Share (subject to customary adjustments) and will have a term of five years from the date of issuance, which was December 3, 2023. The Warrants to purchase up to 130,662 Class A Ordinary Shares are exercisable at an exercise price of $5.74 per Class A Ordinary Share (subject to customary adjustments) and will have a term of five years from the date of issuance, which was December 20, 2023. NOTE 15. CONVERTIBLE PROMISSORY NOTES (cont.) The Company determined that the notes and the warrants are freestanding financial instruments since the instruments are legally detachable and separately exercisable. Then, the Company has evaluated the notes for embedded derivatives required to be bifurcated and concluded that the conversion features and the redemption features should be bifurcated from the debt host since they are not clearly and closely related to debt host, they meet the definition of derivative instruments and no scope exception under ASC 815 is applicable for these features. Thus, the embedded features were bifurcated from the debt host and are accounted for at fair value through earnings. In addition, the Company has concluded that the warrants should be classified as liabilities, measured at fair value through earnings. As such, the Company allocated the proceeds to the warrants and to the convertible promissory notes based on their respective fair values with the remaining proceeds allocated to the debt host. The debt host is measured at its amortized cost using the effective interest method. As of the dates of the transactions, the cost of the debt host was $589. As of December 31, 2023 the cost of the debt host was $680. |
WARRANT LIABILITIES
WARRANT LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
WARRANT LIABILITIES | WARRANT LIABILITIES Warrant liabilities Pursuant to the Merger Agreement with 10X Capital, the Company assumed warrants previously issued by 10X Capital consisting of 183,333 Private Placement Warrants and 335,417 Public Warrants, which were converted into warrants to purchase 518,750 Class A ordinary shares. The warrants to purchase 518,750 Class A Ordinary Shares gave the holder the right to purchase such shares at a fixed amount for a period of five years subject to the terms and conditions of the warrant agreement. During September 2022, 2 Public Warrants were exercised at an exercise price of $345.00 per shares, for an aggregate of 2 shares of the Company's Class A ordinary shares. Total cash proceeds generated from Public Warrant exercises in September 2022 were insignificant. On September 22, 2022, the Company completed a registered exchange offer of the Company's 518,750 outstanding warrants (“Warrant Exchange”). In connection therewith, the Company exchanged 434,445 warrants tendered for shares of the Company’s Class A ordinary shares at an exchange ratio of 6.00 shares for each warrant. As a result, at closing of the exchange, the Company was obligated to issue 86,890 Class A ordinary shares that were settled on October 4, 2022. Additionally, the Company entered into Amendment No. 1 (the “Warrant Amendment”) to the Warrant Agreement, dated as of September 23, 2022. The Warrant Amendment provided the Company with the right to mandatorily exchange the Company’s remaining outstanding warrants for Class A ordinary shares, at an exchange ratio of 5.40 shares for each warrant. Simultaneously with the closing of the warrant exchange offer, the Company notified holders of the remaining 84,303 warrants that it would exercise its right to exchange the warrants for Class A ordinary shares, resulting in the Company’s obligation to issue 15,192 Class A ordinary shares that were issued on October 11, 2022. The change in fair value of warrant liabilities was recorded through the date of exchange as change in fair value of warrant liabilities within the consolidated statements of comprehensive loss. Additionally, the fair value of the warrant liability as of the exchange date of $3,104 was reclassified to additional paid-in capital within the consolidated balance sheets as of December 31, 2022. On December 3, 2023 and December 20, 2023 (the” Closing date”) the Company agreed to issue and sell Private Warrants to purchase up to an aggregate of 1,571,710 and 130,662, respectively, of the Company’s Class A Ordinary Shares at an exercise price of $4.42 and $5.74, respectively, per share (subject to adjustments). The warrants to purchase 1,702,372 Class A Ordinary Shares gave the holder the right to purchase such shares at a fixed amount as described above for a period of five years subject to the terms and conditions of the warrant agreement. The Company has concluded that the warrants are freestanding financial instruments that do not meet all the equity classification criteria pursuant to ASC 815-40 and therefore should be classified as liabilities measured at fair value through earnings. The change in fair value of warrant liabilities was recorded in fair value of warrant liabilities within the consolidated statements of comprehensive loss. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets and liabilities fair value at December 31, 2023 and 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, 2023 Level 1 Level 2 Level 3 Assets: Money market fund $ 710 $ — $ — Bank deposits — 44,395 — $ 710 $ 44,395 $ — Amounts included in: Cash and cash equivalents $ 710 $ — $ — Short-term investments — 44,395 — Total $ 710 $ 44,395 $ — December 31, 2023 Level 1 Level 2 Level 3 Liabilities: Derivative liabilities at fair value — — 4,126 Warrants liability — — 3,400 $ — $ — $ 7,526 NOTE 17. FAIR VALUE MEASUREMENTS (cont.) December 31, 2022 Level 1 Level 2 Level 3 Assets: Money market fund $ 25,199 $ — $ — Bank deposits — 25,354 — Agency bonds — 35,985 — Municipal bonds — 508 — Commercial paper — 28,827 — Treasury bills — 5,964 — $ 25,199 $ 96,638 $ — Amounts included in: Cash and cash equivalents $ 25,199 $ — $ — Short-term investments — 96,638 — Total $ 25,199 $ 96,638 $ — Fair value of warrants liability Private Warrants were valued using a Modified Black Scholes Option Pricing Model, which was 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 was the expected volatility of the Class A ordinary shares. The expected volatility was implied from a blend of the Company’s own share and Public Warrant pricing and 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. As of the exchange date, the Private Warrants were valued using the exchange ratio to ordinary share and the quoted price for such share. The following table provides the inputs used for Level 3 fair value measurements of warrants liability: December 3, 2023 December 20, 2023 December 31, 2023 Stock price $5.41 $4.79 $5.14 Strike price $4.42 $5.74 $4.97 - $5.74 Term (in years) 1.5 - 2.5 1.5 - 2.5 1.5 - 2.5 Volatility 58.02% - 59.26% 58.01% - 59.72% 57.77% - 59.65% Risk-free rate 4.70% - 4.90% 4.17% - 4.37% 4.15% - 4.34% Dividend yield 0.0% 0.0% 0.0% NOTE 17. FAIR VALUE MEASUREMENTS (cont.) Derivative liability at fair value Derivative liability at fair value was valued using a Monte-Carlo simulation, which was considered to be a Level 3 fair value measurement. The Monte-Carlo simulation primary unobservable input utilized in determining the fair value of the Derivative liability was the expected volatility of the Class A ordinary shares. The expected volatility was implied from a blend of the Company’s own share pricing and 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. As of the exchange date, the Derivative liability was valued using the exchange ratio to ordinary share and the quoted price for such share. The fair value of the redemption features was immaterial. The following table provides the inputs used for Level 3 fair value measurements of derivative liability: December 3, 2023 December 20, 2023 December 31, 2023 Stock price $5.41 $4.79 $5.14 Term (in years) 1.5 - 2.0 1.5 - 2.0 1.5 - 2.0 Volatility 59.26 % - 59.72 % 58.54 % - 59.72 % 57.77 % - 59.65 % Risk-free rate 4.83 % - 4.90 % 4.30 % - 4.37 % 4.27 % - 4.34 % Cost of Debt (Rd) 7.3% 7.1% 7.03 % - 7.10 % Dividend yield 0.0% 0.0% 0.0% Transfers Into and Out of Level 3 The following tables provide reconciliation for all financial liabilities measured at fair value using significant unobservable inputs (Level 3) for the twelve months ended December 31, 2022: Total Level 3 Financial Liabilities 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 – December 31, 2022 — There were no transfers from or into Level 3 during the year ended December 31, 2023. NOTE 17. FAIR VALUE MEASUREMENTS (cont.) Changes in the fair value of Level 3 The following table presents the changes in the fair value of Level 3 warrants and derivative liabilities for the twelve months ended December 31, 2023: Total Level 3 Financial Liabilities Balance – December 31, 2022 — Issuance of derivative liabilities at fair value 4,366 Change in fair value of derivative liabilities at fair value (240) Issuance of private warrants 3,796 Change in fair value of private placement warrant liability (396) Balance – December 31, 2023 $ 7,526 |
FINANCIAL INCOME, NET
FINANCIAL INCOME, NET | 12 Months Ended |
Dec. 31, 2023 | |
Other Income and Expenses [Abstract] | |
FINANCIAL INCOME, NET | FINANCIAL INCOME, NET The components of financial income, net are as follows: December 31, 2023 December 31, 2022 December 31, 2021 Interest income and bank fees, net $ (4,352) $ (2,785) $ (573) Foreign currency translation adjustments 549 (1,586) 147 Other expense (income) (125) — 3 Financial income, net $ (3,928) $ (4,371) $ (423) |
BASIC AND DILUTED NET LOSS PER
BASIC AND DILUTED NET LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 December 31, 2022 December 31, 2021 Numerator: Net loss for basic and diluted loss per share $ (114,208) $ (107,420) $ (505,330) Denominator: Weighted average number of Class A ordinary and preferred shares used in computing basic and diluted net loss per share 10,087,691 9,783,301 7,853,759 Basic and diluted net loss per Class A ordinary and preferred shares $ (11.32) $ (10.98) $ (64.34) |
SEGMENTS
SEGMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
SEGMENTS | SEGMENTS The Company operates as one reportable segment. 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, 2023 December 31, 2022 December 31, 2021 France 1,398 — — US 210 — 5 Rest of the world — — 1 Total 1,608 — 6 Long-lived assets other than financial instruments attributed to countries that represent a significant portion of consolidated assets are as follows: December 31, 2023 December 31, 2022 Israel 20 % 24 % UK 62 % 56 % US 18 % 20 % Germany — (* *) Represents less than 1% |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Indemnification Agreements Tax Indemnity Agreement We have entered into a tax indemnity agreement with private placement warrantholders, one of which, is 10X Capital SPAC Sponsor I LLC, or the Sponsor. Mr. Hans Thomas is the founding partner and a director of the Sponsor. On October 19, 2022 the Audit Committee had decided to classify the Tax Indemnity Agreement as an “extraordinary transaction”, considering that such transaction in not executed in the ordinary course of business; Pursuant to section 270(1) and section 272(a) of the Israeli Companies Law, on October 19, 2022 the Audit Committee and the Board have determined that it is advisable and in the best interest of the Company to indemnify the private placement warrantholders in the event the ITA determines that a private placement warrantholder is subject to withholding tax or if a private placement warrantholder fails to obtain an ITA Exemption, which indemnity is to take the form of a Tax Indemnity Agreement. In 2023 the Company received a withholding tax exemption from ITA, therefore the tax indemnity agreement is no longer applicable. Agreements with Directors and Officers The Company has 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 300,000 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, 2023. Employment of Daniel Barel’s Father-in-Law . Since 2021 co-founder, director, and CEO Daniel Barel’s father-in-law is employed by the Company in the selling, general, and administrative department. Carpentry Services from Nissim Sardes Welding Workshop. During the year ended December 31, 2020, REE engaged Nissim Sardes Welding Workshop to provide carpentry and welding services. Nissim Sardes Welding Workshop is owned and operated by co-founder and Chief Technology Officer Ahishay Sardes’ father and brother. 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. 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. Transactions with the related parties were as follows: December 31, 2023 December 31, 2022 December 31, 2021 Selling, general and administrative expenses, net $ 41 $ 43 $ 31 Balances with the related parties were as follows: December 31, 2023 December 31, 2022 Employees and payroll accruals $ 50 $ 64 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS a. On March 1, 2024, the Company executed an underwriting agreement (the “Underwriting Agreement”) between the Company and Roth Capital Partners LLC (the “Underwriter”) pursuant to which the Company conducted an underwritten public offering (the “Public Offering”) of 2,000,000 Class A Ordinary Shares, no par value per share (the “Ordinary Shares”), at a purchase price of $6.50 per share, for aggregate gross proceeds of approximately $13 million. Pursuant to the terms of the Underwriting Agreement, the Company has also granted the Underwriter a 20-day option to purchase Ordinary Shares of up to 300,000 Ordinary Shares, or 15% of the number of Ordinary Shares sold in the Public Offering, solely to cover over-allotments, if any. On March 4, 2024, the Underwriter exercised its overallotment option to purchase an additional 300,000 Ordinary Shares in full. The Public Offering, including the shares issuable upon the exercise of the overallotment option, closed on March 5, 2024. At closing, the Company issued 2,300,000 Ordinary Shares, for aggregate net proceeds of approximately $14.15 million to the Company, after deducting the underwriting discounts and commissions and other estimated offering expenses payable by the Company. b. In January 2024, the Company issued 44,968 Class A Ordinary Shares under the ATM Sales Agreement for total gross proceeds of approximately $252. For further information regarding the ATM Sales Agreement, see Note 12. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
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 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. |
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 balances and bank deposits, including money market funds, that have a maturity, at the date of purchase, of three months or less. |
Investments | Investments The Company accounts for investments in debt securities in accordance with ASC 320, "Investments - Debt Securities". Management determines the appropriate classification of its investments in debt securities at the time of purchase and re-evaluates such determinations at each balance sheet date. Held-to-maturity securities are those securities that the Company has the positive intent and ability to hold until maturity and are recorded at amortized cost and adjusted for amortization of premiums and accretion of discounts. The Company’s investment securities are classified as held-to-maturity. Generally, premiums are amortized to call date and discounts are accreted to maturity, on a level yield basis. Starting January 1, 2023 the Company adopted ASU 2016-13, Topic 326 "Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments" which modified the other than temporary impairment model for debt securities. Debt securities classified as held-to-maturity are reviewed each reporting period to determine whether an allowance for credit losses should be recorded. Management’s assessment as to whether an allowance should be recorded is based on, among other things, the length of time to maturity; the financial condition and near-term prospects of the issuer; The Company does not record an allowance for securities with zero expectation of nonpayment upon default. During the year ended December 31, 2023 , no credit loss impairments have been identified. For the years ended December 31, 2022 and 2021, the Company's securities are reviewed for impairment in accordance with ASC 320-10-35. If such assets are considered to be impaired, the impairment charge is recognized in earnings when a decline in the fair value of its investments below the cost basis is judged to be other-than-temporary. |
Inventory | Inventory The Company’s inventory, which includes raw materials, work in-process, and finished goods, is carried at the lower of cost or net realizable value. Inventory cost is computed using standard cost, which approximates actual cost on a first-in, first-out basis. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on operating capacity. At the end of each reporting period, the Company evaluates whether its inventories are damaged, obsolete, or have material changes in price or other causes, and if so, a loss is recognized in the period in which it occurs. Inventory write-downs are also based on reviews for any excess or obsolescence. The Company also reviews its inventory to determine whether its carrying value exceeds the Net Realizable Value (“NRV”) upon the ultimate sale of the inventory. NRV is the estimated selling price of inventory in the ordinary course of business, less estimated costs of completion, disposal, and transportation. At the end of each reporting period, the Company determines the estimated selling price of its inventory based on market conditions. Once inventory is written-down, a new, lower cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. |
Restricted cash | Restricted cash Restricted cash represent restricted bank deposits which are primarily used as a security for the Company’s operating lease agreements. |
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. |
Leases | Leases The Company accounts for its leases under ASC 842, Leases. Under this guidance, lessees classify arrangements meeting the definition of a lease as operating or financing leases, and leases are recorded on the consolidated statements of financial position as both a right-of-use (“ROU”) assets and lease liabilities, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate (“IBR”). The IBR is estimated to approximate the interest rate on a collateralized basis with similar terms and payments. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Variable lease expenses are primarily comprised of payments affected by CPI (“Consumer Price Index”) impact. |
Property and equipment, net | Property and equipment, net |
Pre-production costs related to long-term supply agreements | Pre-production costs related to long-term supply agreements The Company incurred 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. Pre-production costs related to potential long-term supply arrangements with a contractual guarantee for reimbursement were 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 |
Israeli severance pay | I sraeli severance pay Pursuant to Section 14 of Israel’s Severance Compensation Law, 1963 (“Section 14”), the Israeli entity’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, 2023, 2022, and 2021 the employer expenses related to the match amounted to $106, $117, and $76 respectively. |
Warranty Liability | Warranty Liability |
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, restricted cash, and short-term investments. The Company’s cash and cash equivalents, restricted cash and short-term investments are maintained with several large and reputable banks and an investment bank in Israel and the United States. In addition, the Company’s short-term investments are in securities that have high investment grade credit ratings. Generally, these securities 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 graded-vesting awards with no performance or market conditions, the Company recognizes the related share-based compensation expense on a straight-line basis over the requisite service period of the awards. 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. For graded-vesting awards with market condition the share-based compensation expense is recognized based on the accelerated method. 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 Expected volatility 60.8 % — 69.0 % Risk-Free interest rate 0.53 % — 1.07 % Expected dividend yield 0% Expected life (years) 5.1 These assumptions and estimates were determined as follows: Fair value of Ordinary shares — The Company’s Class A ordinary shares, without par value, having one vote per share (the “Class A Ordinary Shares”) had 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 was not sufficient historical share exercise data to calculate the expected term of the share options. The Company determined 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. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) Expected volatility — Since the Company had a limited trading history of its Ordinary shares, there was not sufficient historical volatility for the expected term of the share options. The expected volatility was derived from the average historical share volatilities of several unrelated public companies within the Company’s industry that the Company considered to be comparable to its own business over a period equivalent to the option’s expected term. Expected dividend yield - The Company did 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. |
Convertible Promissory Notes | Convertible Promissory Notes The Company applies ASC 470-20, “Debt with Conversion and Other Options” (“ASC 470-20”). In accordance with ASC 470-20 the Company first allocates the proceeds to freestanding liability instrument that are measured at fair value at each reporting date, based on their fair value. The remaining proceeds are allocated between the convertible debt and any bifurcated embedded derivatives. In accordance with ASC 815 “Derivatives and Hedging” (“ASC 815”), the Company bifurcates embedded derivatives that require bifurcation and accounts for them separately from the convertible debt. The Company applies ASC 815, “Derivatives and Hedging” to all features related to convertible debt. When features meet the definition of a derivative, are not clearly and closely related to the characteristics of the convertible debt, and do not qualify for any scope exceptions within ASC 815, they are required to be accounted for separately from the debt instrument and recorded as derivative instrument liabilities. The fair value assigned to the embedded derivative instruments is marked to market in each reporting period. The Company has recorded embedded derivative liabilities related to the convertible promissory notes. |
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. 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 the Company’s statement of comprehensive loss. |
Basic and diluted loss per share | Basic and diluted loss per share Basic earnings (loss) per share is computed by dividing income (loss) available to Class A Ordinary shareholders by the weighted-average number of Class A Ordinary shares outstanding during the period. Basic and diluted loss per Class A Ordinary 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 years ended December 31, 2023, 2022 and 2021 excluded from the calculations of diluted net loss per share were 2,679,771, 2,314,774 and 2,357,399, respectively. The Company’s 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. 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. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) 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% (on a cumulative basis) likely to be realized upon ultimate settlement. |
Revenue recognition | Revenue recognition Until 2021 the Company has generated 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, 2023, 2022 and 2021, the Company recorded deferred revenues of zero, $943 and $943, respectively. For the twelve months ended on December 31, 2023, the Company recorded revenues in the amount of $943 upon the termination of the agreement with the customer. 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, 2023, 2022 and 2021, the Company recorded capitalized costs of zero, $943 and $943, respectively. Following the revenue recognition as described above, the Company recorded capitalized expenses in the amount of $943 in cost of revenues. In addition, for the twelve months ended on December 31, 2023 the Company recorded revenues from sales of EV prototypes in the aggregate amount of $665. Revenue from sales of EV prototypes is recognized at a point in time when the control of the goods is transferred to the customer, upon delivery. The Company applies the practical expedient and does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised goods or services to the customer will be one year or less. 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. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) Remaining Performance Obligation |
Cost of revenues | Cost of revenues Cost of revenues primarily comprised from the cost of EVs and includes direct parts, material and labor costs, share-based compensation expenses, manufacturing overhead (e.g., depreciation of machinery and tooling), shipping and logistics costs, and reserves including for estimated warranty costs related to the production of EVs and adjustments to write down the carrying value of inventory when it exceeds its estimated net realizable value (“NRV”). |
Advertising costs | Advertising costs |
Segment information | Segment information Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”). As the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance, the Company has determined that it operates in one operating segment. |
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. Financial Instruments-Credit Losses 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 is effective for the Company beginning January 1, 2023, and interim periods therein. The company adopted this ASU, but the standard did not have a material impact on the Company’s consolidated financial statements. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) Recently issued accounting pronouncements, not yet adopted Convertible Debt Instruments In August 2020, the FASB issued ASU 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” which simplifies the accounting for convertible instruments. The guidance removes certain accounting models that separate the embedded conversion features from the host contract for convertible instruments. Either a modified retrospective method of transition or a fully retrospective method of transition is permissible for the adoption of this standard. The guidance will be effective for the Company for the fiscal year beginning January 1, 2024 and interim periods within those fiscal years. Early adoption is permitted, but no earlier than the fiscal year beginning after December 15, 2020. The Company is currently evaluating the impact of adopting ASU 2020-06, however the adoption is not expect to result in a material impact to the Company’s consolidated financial statements. Segment reporting In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-07. Income taxes In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-09. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Property and Equipment, net | Depreciation is calculated by the straight-line method over the estimated useful lives of the assets below: Years Computers and software 3 — 7 Furniture and fixtures 5 — 5 Machinery and equipment 4 — 7 Vehicles 7 — 7 Leasehold improvements Shorter of the term of the lease or useful life Property and equipment, net at December 31, 2023 and 2022, respectively, consists of: December 31, 2023 December 31, 2022 Computers and software $ 3,823 $ 3,563 Furniture and fixtures 1,291 533 Machinery and equipment 13,985 1,530 Vehicles 173 177 Leasehold improvements 1,308 758 Construction in progress 217 11,943 $ 20,797 $ 18,504 Less - accumulated depreciation and amortization (3,698) (1,565) Total $ 17,099 $ 16,939 |
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 Expected volatility 60.8 % — 69.0 % Risk-Free interest rate 0.53 % — 1.07 % Expected dividend yield 0% Expected life (years) 5.1 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Short-Term Investments | Short-term investments consisted of the following: December 31, 2023 Short-term investments Amortized cost basis Gross unrealized gains Gross unrealized loss Fair value Bank deposit securities: Bank deposits $ 44,395 $ — $ — $ 44,395 Total short term investments $ 44,395 $ — $ — $ 44,395 December 31, 2022 Short-term investments Amortized cost basis Gross unrealized gains Gross unrealized loss Fair value Bank deposit securities: Bank deposits $ 25,354 $ — $ — $ 25,354 Held-to-maturity marketable securities: Agency bonds $ 36,202 $ — $ (217) $ 35,985 Municipal bonds 510 — (2) 508 Commercial paper 28,827 — — 28,827 Treasury bills 5,964 — — 5,964 Total held-to-maturity marketable securities $ 71,503 $ — $ (219) $ 71,284 Total short term investments $ 96,857 $ — $ (219) $ 96,638 |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consisted of the following at December 31, 2023 and 2022, respectively: December 31, 2023 December 31, 2022 Raw materials and work in progress $ 380 — Finished goods 83 — Total inventory $ 463 $ — |
OTHER ACCOUNTS RECEIVABLE AND_2
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Accounts Receivable and Prepaid Expenses | Other accounts receivable and prepaid expenses consisted of the following at December 31, 2023 and 2022, respectively: December 31, 2023 December 31, 2022 Government authorities $ 1,369 $ 2,302 Prepaid expenses 3,181 5,008 Advances to suppliers 2,124 4,150 Other receivables 285 434 Total $ 6,959 $ 11,894 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Lease Costs | December 31, 2023 December 31, 2022 Operating lease cost $ 3,598 $ 4,163 Short-term lease cost 165 165 Variable lease cost 170 120 Total lease cost $ 3,933 $ 4,448 December 31, 2023 December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases, net: $ 2,976 $ 5,946 Supplemental cash flow information related to operating leases: Adoption of "Leases (Topic 842)" $ — $ 8,857 Right-of-use assets obtained in exchange for new operating lease liabilities: $ 363 $ 16,636 Adjustment to lease liabilities upon the resolution of contingent lease payments $ (1,460) $ 3,796 Weighted average remaining operating lease term 7.39 8.25 Weighted average discount rate operating lease 6.04 % 5.65 % |
Schedule of Maturities of Lease Liabilities | The following table outlines maturities of the Company’s lease liabilities as of December 31, 2023: Operating Leases 2024 $ 3,489 2025 3,678 2026 3,310 2027 2,289 2028 2,322 2029 and thereafter 9,134 Total undiscounted lease payments $ 24,222 Less: Imputed interest 5,371 Present value of lease liabilities $ 18,851 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 below: Years Computers and software 3 — 7 Furniture and fixtures 5 — 5 Machinery and equipment 4 — 7 Vehicles 7 — 7 Leasehold improvements Shorter of the term of the lease or useful life Property and equipment, net at December 31, 2023 and 2022, respectively, consists of: December 31, 2023 December 31, 2022 Computers and software $ 3,823 $ 3,563 Furniture and fixtures 1,291 533 Machinery and equipment 13,985 1,530 Vehicles 173 177 Leasehold improvements 1,308 758 Construction in progress 217 11,943 $ 20,797 $ 18,504 Less - accumulated depreciation and amortization (3,698) (1,565) Total $ 17,099 $ 16,939 |
OTHER ACCOUNTS PAYABLE AND AC_2
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payables and Accrued Expenses | Other accounts payables and accrued expenses consisted of the following at December 31, 2023 and 2022, respectively: December 31, 2023 December 31, 2022 Employees and payroll accruals $ 5,703 $ 5,190 Professional fees 578 793 Non recurring engineering 5,867 572 Government authorities 310 2,624 Other payables 1,588 1,939 Total $ 14,046 $ 11,118 |
COMMITMENTS AND CONTINGENT LI_2
COMMITMENTS AND CONTINGENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Annual Purchase Commitments Under Contracts | The following table summarizes REE’s contractual obligations and other commitments for cash expenditures as of December 31, 2023, and the years in which these obligations are due. Certain obligations are reflected in our balance sheet, while other are disclosed as future obligations. This table is not meant to represent a forecast of our total cash expenditures for any of the periods presented. Purchase commitments 2024 $ 13,600 2025 4,454 2026 — 2027 — 2028 and thereafter — Total $ 18,054 |
SHAREHOLDERS' EQUITY (Tables)
SHAREHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Stock by Class | Composition of share capital: December 31, 2023 December 31, 2022 Authorized Issued and outstanding Authorized Issued and outstanding Number of shares Number of shares Class A Ordinary shares, no par value (1) 33,333,333 8,452,260 33,333,333 8,135,348 Class B Ordinary shares, no par value (2) 2,780,570 2,780,570 2,780,570 2,780,570 36,113,903 11,232,830 36,113,903 10,915,918 (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. |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 December 31, 2022 December 31, 2021 Cost of sales $ — $ 72 $ 437 Research and development 8,397 13,188 208,935 Selling, general and administrative 7,881 13,632 238,705 $ 16,278 $ 26,892 $ 448,077 |
Share-based Payment Arrangement, Option, Activity | A summary of option balances under the 2021 and 2011 Share Incentive Plan as of December 31, 2023, and changes during the year then ended are as follows: Number of options Weighted-average exercise price Weighted-average remaining contractual term (in years) Aggregate intrinsic value (in thousands) (1) Outstanding at January 1, 2023 3,516,256 $ 5.70 7.30 $ 20,646 Granted 283,175 $ 0.03 Exercised (119,122) $ 1.09 Forfeited (154,715) $ 16.65 Cancelled — $ — Outstanding at December 31, 2023 3,525,594 $ 5.02 6.50 $ 13,250 Exercisable at December 31, 2023 3,288,211 $ 5.35 6.21 $ 12,039 (1) 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, 2023: 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 - $0.60 2,047,097 4.46 $0.00 1,810,278 4.02 $0.00 $0.60 - $1.50 682,702 0.86 $0.23 682,702 0.92 $0.25 $1.50 - $3.00 24,032 0.03 $0.02 24,032 0.03 $0.02 $30.00 - $30.00 675,503 1.09 $2.53 675,281 1.17 $2.71 $30.00 - $292.20 96,260 0.06 $2.24 95,918 0.06 $2.36 Total 3,525,594 6.50 $5.02 3,288,211 6.21 $5.35 |
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, 2023 128,108 $ 68.70 Granted 873,496 9.67 Vested (105,988) 47.20 Forfeited (73,375) 72.04 Expired — — Outstanding at December 31, 2023 822,241 $ 11.85 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Before Income Tax, Domestic and Foreign | Loss before taxes is comprised as follows: December 31, 2023 December 31, 2022 December 31, 2021 Domestic (Israel) $ (107,889) $ (109,088) $ (498,242) Foreign (7,679) 3,416 (5,807) Total $ (115,568) $ (105,672) $ (504,049) |
Schedule of Deferred Tax Assets and Liabilities | The following table presents the significant components of the Company’s deferred tax assets: December 31, 2023 December 31, 2022 Deferred tax assets: Operating loss carryforward $ 55,189 $ 35,682 Share based compensation 94,807 96,553 Research and development 18,614 13,379 Accrued social benefits and other 573 414 Other costs 202 2,679 Operating lease liability 4,348 5,227 Deferred tax asset before valuation allowance $ 173,733 $ 153,934 Valuation allowance (164,848) (144,444) Total deferred tax assets $ 8,885 $ 9,490 Fixed Assets (3,166) (3,103) Operating lease right-of-use asset (5,108) (6,387) Deferred tax liabilities $ (8,274) $ (9,490) Net deferred taxes $ 611 $ — |
Schedule of Valuation Allowance | The net changes in the total valuation allowance for each of the years ended December 31, 2023 and 2022, are comprised as follows: December 31, 2023 December 31, 2022 Opening balance $ 144,444 $ 126,898 Additions during the year 20,404 17,546 Ending Balance $ 164,848 $ 144,444 |
Schedule of Components of Income Tax Expense (Benefit) | Income taxes are comprised as follows: December 31, 2023 December 31, 2022 December 31, 2021 Current $ (749) $ 1,748 $ 1,281 Deferred (611) — — $ (1,360) $ 1,748 $ 1,281 December 31, 2023 December 31, 2022 December 31, 2021 Domestic $ 92 $ 136 $ — Foreign (1,452) 1,612 1,281 $ (1,360) $ 1,748 $ 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, 2023 December 31, 2022 Opening balance $ 1,726 $ 856 Tax positions reversed in current year related to previous years (1,315) (405) Tax positions taken in current year 240 1,230 Accrued interest 34 45 Ending Balance $ 685 $ 1,726 |
Schedule of Operating Loss Carryforwards | As of December 31, 2023, the Company and its 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 $ 231,063 REE Automotive UK Limited $ 8,146 REE Automotive Japan K.K. $ 41 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 fair value at December 31, 2023 and 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, 2023 Level 1 Level 2 Level 3 Assets: Money market fund $ 710 $ — $ — Bank deposits — 44,395 — $ 710 $ 44,395 $ — Amounts included in: Cash and cash equivalents $ 710 $ — $ — Short-term investments — 44,395 — Total $ 710 $ 44,395 $ — December 31, 2023 Level 1 Level 2 Level 3 Liabilities: Derivative liabilities at fair value — — 4,126 Warrants liability — — 3,400 $ — $ — $ 7,526 NOTE 17. FAIR VALUE MEASUREMENTS (cont.) December 31, 2022 Level 1 Level 2 Level 3 Assets: Money market fund $ 25,199 $ — $ — Bank deposits — 25,354 — Agency bonds — 35,985 — Municipal bonds — 508 — Commercial paper — 28,827 — Treasury bills — 5,964 — $ 25,199 $ 96,638 $ — Amounts included in: Cash and cash equivalents $ 25,199 $ — $ — Short-term investments — 96,638 — Total $ 25,199 $ 96,638 $ — |
Schedule of Fair Value Measurement Inputs and Valuation Techniques | The following table provides the inputs used for Level 3 fair value measurements of warrants liability: December 3, 2023 December 20, 2023 December 31, 2023 Stock price $5.41 $4.79 $5.14 Strike price $4.42 $5.74 $4.97 - $5.74 Term (in years) 1.5 - 2.5 1.5 - 2.5 1.5 - 2.5 Volatility 58.02% - 59.26% 58.01% - 59.72% 57.77% - 59.65% Risk-free rate 4.70% - 4.90% 4.17% - 4.37% 4.15% - 4.34% Dividend yield 0.0% 0.0% 0.0% The following table provides the inputs used for Level 3 fair value measurements of derivative liability: December 3, 2023 December 20, 2023 December 31, 2023 Stock price $5.41 $4.79 $5.14 Term (in years) 1.5 - 2.0 1.5 - 2.0 1.5 - 2.0 Volatility 59.26 % - 59.72 % 58.54 % - 59.72 % 57.77 % - 59.65 % Risk-free rate 4.83 % - 4.90 % 4.30 % - 4.37 % 4.27 % - 4.34 % Cost of Debt (Rd) 7.3% 7.1% 7.03 % - 7.10 % Dividend yield 0.0% 0.0% 0.0% |
Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following tables provide reconciliation for all financial liabilities measured at fair value using significant unobservable inputs (Level 3) for the twelve months ended December 31, 2022: Total Level 3 Financial Liabilities 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 – December 31, 2022 — There were no transfers from or into Level 3 during the year ended December 31, 2023. NOTE 17. FAIR VALUE MEASUREMENTS (cont.) Changes in the fair value of Level 3 The following table presents the changes in the fair value of Level 3 warrants and derivative liabilities for the twelve months ended December 31, 2023: Total Level 3 Financial Liabilities Balance – December 31, 2022 — Issuance of derivative liabilities at fair value 4,366 Change in fair value of derivative liabilities at fair value (240) Issuance of private warrants 3,796 Change in fair value of private placement warrant liability (396) Balance – December 31, 2023 $ 7,526 |
FINANCIAL INCOME, NET (Tables)
FINANCIAL INCOME, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Income and Expenses [Abstract] | |
Schedule of Financial Income, Net | The components of financial income, net are as follows: December 31, 2023 December 31, 2022 December 31, 2021 Interest income and bank fees, net $ (4,352) $ (2,785) $ (573) Foreign currency translation adjustments 549 (1,586) 147 Other expense (income) (125) — 3 Financial income, net $ (3,928) $ (4,371) $ (423) |
BASIC AND DILUTED NET LOSS PE_2
BASIC AND DILUTED NET LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 December 31, 2022 December 31, 2021 Numerator: Net loss for basic and diluted loss per share $ (114,208) $ (107,420) $ (505,330) Denominator: Weighted average number of Class A ordinary and preferred shares used in computing basic and diluted net loss per share 10,087,691 9,783,301 7,853,759 Basic and diluted net loss per Class A ordinary and preferred shares $ (11.32) $ (10.98) $ (64.34) |
SEGMENTS (Tables)
SEGMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 December 31, 2022 December 31, 2021 France 1,398 — — US 210 — 5 Rest of the world — — 1 Total 1,608 — 6 |
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, 2023 December 31, 2022 Israel 20 % 24 % UK 62 % 56 % US 18 % 20 % Germany — (* *) Represents less than 1% |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Transactions with the related parties were as follows: December 31, 2023 December 31, 2022 December 31, 2021 Selling, general and administrative expenses, net $ 41 $ 43 $ 31 Balances with the related parties were as follows: December 31, 2023 December 31, 2022 Employees and payroll accruals $ 50 $ 64 |
GENERAL (Details)
GENERAL (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Oct. 18, 2023 shares | Feb. 29, 2024 USD ($) | Dec. 31, 2023 USD ($) vote | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jul. 23, 2021 vote | Jul. 22, 2021 vote | |
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||||
Reverse share split, additional shares issued (in shares) | shares | 15,890 | ||||||
Severance pay expenses | $ 1,069 | $ 1,217 | $ 842 | ||||
Unrestricted cash balance | 41,232 | 56,762 | 275,772 | ||||
Short-term investments | 44,395 | 96,857 | |||||
Net cash used in operating activities | $ (89,273) | $ (112,585) | $ (59,139) | ||||
Stock reverse split, ratio | 0.0333 | ||||||
Subsequent Event | |||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||||
Percentage of workforce affected by reduction of employee base | 11% | ||||||
Severance pay expenses | $ 400 | ||||||
Class B Ordinary Shares | |||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||||
Number of votes | vote | 10 | 10 | 10 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) £ in Thousands | 12 Months Ended | |||||
Dec. 31, 2023 USD ($) segment vote shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Aug. 19, 2021 USD ($) | Aug. 19, 2021 GBP (£) | Jul. 22, 2021 vote | |
Accounting Policies [Line Items] | ||||||
Long-lived assets impairment charges | $ 0 | $ 0 | $ 0 | |||
Investment received | $ 46,397,000 | £ 38,340 | ||||
Employee maximum contribution, percentage of monthly salary | 8.33% | |||||
Severance pay expenses | $ 1,069,000 | 1,217,000 | $ 842,000 | |||
Warranty liability | $ 127,000 | $ 0 | ||||
Weighted average number of shares excluded from calculation of diluted net loss per share (in shares) | shares | 2,679,771 | 2,314,774 | 2,357,399 | |||
Deferred revenues | $ 0 | $ 943,000 | $ 943,000 | |||
Revenues | 1,608,000 | 0 | 6,000 | |||
Capitalized costs | 0 | 943,000 | 943,000 | |||
Cost of revenues | 3,270,000 | 547,000 | 995,000 | |||
Remaining performance obligations | 0 | 943,000 | ||||
Advertising costs | $ 224,000 | 614,000 | $ 1,000,000 | |||
Number of operating segments | segment | 1 | |||||
REE Platform Proptypes | ||||||
Accounting Policies [Line Items] | ||||||
Revenues | $ 943,000 | |||||
Cost of revenues | 943,000 | |||||
EV Prototypes | ||||||
Accounting Policies [Line Items] | ||||||
Revenues | $ 665,000 | |||||
Share-based Payment Arrangement, Option | ||||||
Accounting Policies [Line Items] | ||||||
Expected dividend yield | 0% | 0% | ||||
Class A Ordinary Shares | ||||||
Accounting Policies [Line Items] | ||||||
Number of votes | vote | 1 | 1 | ||||
US | ||||||
Accounting Policies [Line Items] | ||||||
Matching contribution, percentage of participant annual compensation | 4% | |||||
Employer expenses related to defined contribution plan | $ 106,000 | $ 117,000 | $ 76,000 | |||
Foreign Plan | ||||||
Accounting Policies [Line Items] | ||||||
Matching contribution, percentage of participant annual compensation | 6% | 6% | 3% | |||
Employer expenses related to defined contribution plan | $ 538,000 | $ 371,000 | $ 119,000 | |||
APC | ||||||
Accounting Policies [Line Items] | ||||||
Non-royalty bearing grants received | 12,272,000 | 10,141 | ||||
Investment received | 49,571,000 | 40,963 | ||||
Royalty-bearing grants | $ 4,667,000 | $ 4,472,000 | $ 0 | |||
UK Government | ||||||
Accounting Policies [Line Items] | ||||||
Non-royalty bearing grants received | $ 15,002,000 | £ 12,397 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Property and Equipment (Details) | Dec. 31, 2023 |
Computers and software | Minimum | |
Accounting Policies [Line Items] | |
Estimated useful lives of assets | 3 years |
Computers and software | Maximum | |
Accounting Policies [Line Items] | |
Estimated useful lives of assets | 7 years |
Furniture and fixtures | Minimum | |
Accounting Policies [Line Items] | |
Estimated useful lives of assets | 5 years |
Furniture and fixtures | Maximum | |
Accounting Policies [Line Items] | |
Estimated useful lives of assets | 5 years |
Machinery and equipment | Minimum | |
Accounting Policies [Line Items] | |
Estimated useful lives of assets | 4 years |
Machinery and equipment | Maximum | |
Accounting Policies [Line Items] | |
Estimated useful lives of assets | 7 years |
Vehicles | Minimum | |
Accounting Policies [Line Items] | |
Estimated useful lives of assets | 7 years |
Vehicles | Maximum | |
Accounting Policies [Line Items] | |
Estimated useful lives of assets | 7 years |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Weighted-Average Valuation Assumptions (Details) - Share-based Payment Arrangement, Option | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility, minimum | 60.80% | |
Expected volatility, maximum | 69% | |
Risk-Free interest rate, minimum | 0.53% | |
Risk-Free interest rate, maximum | 1.07% | |
Expected dividend yield | 0% | 0% |
Expected life (years) | 5 years 1 month 6 days |
INVESTMENTS (Details)
INVESTMENTS (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Held-to-Maturity Securities [Line Items] | ||
Amortized cost basis | $ 44,395 | $ 96,857 |
Gross unrealized gains | 0 | 0 |
Gross unrealized loss | 0 | (219) |
Fair value | 44,395 | 96,638 |
Bank deposits | ||
Schedule of Held-to-Maturity Securities [Line Items] | ||
Amortized cost basis | 44,395 | 25,354 |
Gross unrealized gains | 0 | 0 |
Gross unrealized loss | 0 | 0 |
Fair value | $ 44,395 | 25,354 |
Total held-to-maturity marketable securities | ||
Schedule of Held-to-Maturity Securities [Line Items] | ||
Amortized cost basis | 71,503 | |
Gross unrealized gains | 0 | |
Gross unrealized loss | (219) | |
Fair value | 71,284 | |
Agency bonds | ||
Schedule of Held-to-Maturity Securities [Line Items] | ||
Amortized cost basis | 36,202 | |
Gross unrealized gains | 0 | |
Gross unrealized loss | (217) | |
Fair value | 35,985 | |
Municipal bonds | ||
Schedule of Held-to-Maturity Securities [Line Items] | ||
Amortized cost basis | 510 | |
Gross unrealized gains | 0 | |
Gross unrealized loss | (2) | |
Fair value | 508 | |
Commercial paper | ||
Schedule of Held-to-Maturity Securities [Line Items] | ||
Amortized cost basis | 28,827 | |
Gross unrealized gains | 0 | |
Gross unrealized loss | 0 | |
Fair value | 28,827 | |
Treasury bills | ||
Schedule of Held-to-Maturity Securities [Line Items] | ||
Amortized cost basis | 5,964 | |
Gross unrealized gains | 0 | |
Gross unrealized loss | 0 | |
Fair value | $ 5,964 |
INVENTORY - Schedule of Invento
INVENTORY - Schedule of Inventory (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | ||
Raw materials and work in progress | $ 380,000 | $ 0 |
Finished goods | 83,000 | 0 |
Total inventory | 463,000 | 0 |
Inventory write-downs | $ 1,970,000 | $ 0 |
OTHER ACCOUNTS RECEIVABLE AND_3
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Government authorities | $ 1,369 | $ 2,302 |
Prepaid expenses | 3,181 | 5,008 |
Advances to suppliers | 2,124 | 4,150 |
Other receivables | 285 | 434 |
Total | $ 6,959 | $ 11,894 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Sublease income | $ 25,000 | $ 0 | $ 0 |
Rent expense | $ 870,000 |
LEASES - Schedule of Lease Cost
LEASES - Schedule of Lease Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Operating lease cost | $ 3,598 | $ 4,163 |
Short-term lease cost | 165 | 165 |
Variable lease cost | 170 | 120 |
Total lease cost | 3,933 | 4,448 |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows for operating leases, net: | 2,976 | 5,946 |
Supplemental cash flow information related to operating leases: | ||
Adoption of "Leases (Topic 842)" | 0 | 8,857 |
Right-of-use assets obtained in exchange for new operating lease liabilities: | 363 | 16,636 |
Adjustment to lease liabilities upon the resolution of contingent lease payments | $ (1,460) | $ 3,796 |
Weighted average remaining operating lease term | 7 years 4 months 20 days | 8 years 3 months |
Weighted average discount rate operating lease | 6.04% | 5.65% |
LEASES - Schedule of Maturities
LEASES - Schedule of Maturities of Lease Liabilities (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Leases [Abstract] | |
2024 | $ 3,489 |
2025 | 3,678 |
2026 | 3,310 |
2027 | 2,289 |
2028 | 2,322 |
2029 and thereafter | 9,134 |
Total undiscounted lease payments | 24,222 |
Imputed interest | 5,371 |
Present value of lease liabilities | $ 18,851 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 20,797 | $ 18,504 | |
Less - accumulated depreciation and amortization | (3,698) | (1,565) | |
Total | 17,099 | 16,939 | |
Depreciation expense | 2,255 | 1,683 | $ 484 |
Computers and software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 3,823 | 3,563 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 1,291 | 533 | |
Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 13,985 | 1,530 | |
Vehicles | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 173 | 177 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 1,308 | 758 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 217 | $ 11,943 |
CREDIT FACILITY (Details)
CREDIT FACILITY (Details) - Line of Credit - Revolving Credit Facility - USD ($) | 12 Months Ended | |
Aug. 14, 2023 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | ||
Credit facility amount | $ 15,000,000 | |
Required unsecured deposits balance under credit facility terms | $ 20,000 | |
Unused capacity commitment fee, percent | 0.25% | |
Amount utilized under credit facility | $ 15,000,000 | |
Annual interest rate | 8.86% | |
Secured Overnight Financing Rate (SOFR) | ||
Debt Instrument [Line Items] | ||
Variable interest rate margin on credit facility | 3.50% |
OTHER ACCOUNTS PAYABLE AND AC_3
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Employees and payroll accruals | $ 5,703 | $ 5,190 |
Professional fees | 578 | 793 |
Non recurring engineering | 5,867 | 572 |
Government authorities | 310 | 2,624 |
Other payables | 1,588 | 1,939 |
Total | $ 14,046 | $ 11,118 |
MERGER WITH 10X CAPITAL (Detail
MERGER WITH 10X CAPITAL (Details) $ / shares in Units, $ in Thousands | Oct. 11, 2022 shares | Oct. 04, 2022 shares | Jul. 22, 2021 USD ($) class shares | Feb. 03, 2021 USD ($) shares | Dec. 31, 2023 vote shares | Dec. 31, 2022 shares | Jul. 23, 2021 vote | Jul. 22, 2021 vote ₪ / shares shares | Jul. 22, 2021 vote $ / shares shares |
Business Acquisition [Line Items] | |||||||||
Common stock par value (in NIS per share) | ₪ / shares | ₪ 0.01 | ||||||||
Preferred stock par value (in NIS per share) | ₪ / shares | ₪ 0.01 | ||||||||
Common stock after stock split (in shares) | 36,113,903 | 36,113,903 | |||||||
Shares issued (in shares) | 11,232,830 | 10,915,918 | |||||||
Number of ordinary share classes | class | 2 | ||||||||
Shares issued and sold (in shares) | 1,000,000 | ||||||||
Gross proceeds from shares issued and sold | $ | $ 300,000 | ||||||||
Conversion of shares (in shares) | 1,000,000 | ||||||||
Gross proceeds from merger | $ | $ 348,000 | ||||||||
Transaction costs associated with merger | $ | 63,000 | ||||||||
Transaction costs related to warrant liabilities | $ | $ 2,887 | ||||||||
Class A Ordinary Shares | |||||||||
Business Acquisition [Line Items] | |||||||||
Common stock after stock split (in shares) | 33,333,333 | 33,333,333 | 6,290,767 | 6,290,767 | |||||
Price per share after stock split (in USD per share) | $ / shares | $ 300 | ||||||||
Share conversion ratio | 1 | 1 | |||||||
Shares issued (in shares) | 8,452,260 | 8,135,348 | |||||||
Shares forfeited (in shares) | 50,000 | ||||||||
Number of votes | vote | 1 | 1 | 1 | ||||||
Conversion of shares (in shares) | 15,192 | 86,890 | |||||||
Class A Ordinary Shares | 10X Capital Class A Common Stock Holders | |||||||||
Business Acquisition [Line Items] | |||||||||
Shares issued (in shares) | 423,441 | 423,441 | |||||||
Shares outstanding (in shares) | 373,441 | 373,441 | |||||||
Class A Ordinary Shares | 10X Capital Warrant Holders | |||||||||
Business Acquisition [Line Items] | |||||||||
Warrants issued (in shares) | 518,750 | 518,750 | |||||||
Class A Ordinary Shares | 10X Capital | |||||||||
Business Acquisition [Line Items] | |||||||||
Common stock par value (in NIS per share) | ₪ / shares | ₪ 0.0001 | ||||||||
Share conversion ratio | 1 | 1 | |||||||
Class B Ordinary Shares | |||||||||
Business Acquisition [Line Items] | |||||||||
Common stock after stock split (in shares) | 2,780,570 | 2,780,570 | |||||||
Shares issued (in shares) | 2,780,570 | 2,780,570 | |||||||
Number of votes | vote | 10 | 10 | 10 | 10 | |||||
Shares issued (in shares) | 2,780,570 | 2,780,570 | |||||||
Percentage of voting power | 0.39 | 0.39 | |||||||
Class B Ordinary Shares | 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 Annual Purchase Commitments Under Contracts (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2024 | $ 13,600 |
2025 | 4,454 |
2026 | 0 |
2027 | 0 |
2028 and thereafter | 0 |
Total | $ 18,054 |
COMMITMENTS AND CONTINGENT LI_4
COMMITMENTS AND CONTINGENT LIABILITIES - Narrative (Details) | 12 Months Ended | |||||
Oct. 25, 2023 | Dec. 16, 2022 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2018 | |
Other Commitments [Line Items] | ||||||
Long-term guarantee issued by bank | $ 3,008,000 | |||||
OSR Group | ||||||
Other Commitments [Line Items] | ||||||
Loss contingency | 0 | $ 0 | ||||
OSR Group | Monetary Damages | ||||||
Other Commitments [Line Items] | ||||||
Damages sought | $ 2,600,000,000 | |||||
OSR Group | Exemplary Damages | ||||||
Other Commitments [Line Items] | ||||||
Damages sought | $ 5,200,000,000 | |||||
Royalty | ||||||
Other Commitments [Line Items] | ||||||
Remaining contingent obligation of royalties | $ 733,000 | |||||
IIA | ||||||
Other Commitments [Line Items] | ||||||
Percentage of grants received representing maximum royalties due | 1 | |||||
Fixed annual interest rate | 4% | |||||
Percentage of grants received representing maximum royalties due if sales are generated by producing products outside of Israel | 3 | |||||
Royalty expense | $ 0 | 0 | $ 0 | |||
IIA | Secured Overnight Financing Rate (SOFR) | ||||||
Other Commitments [Line Items] | ||||||
Interest rate spread | 1% | |||||
IIA | Bank Of Israel Alternative Rate | ||||||
Other Commitments [Line Items] | ||||||
Interest rate spread | 0.72% | |||||
IIA | Minimum | ||||||
Other Commitments [Line Items] | ||||||
Percentage of sales of products developed representing royalties required to be paid | 0.03 | |||||
IIA | Maximum | ||||||
Other Commitments [Line Items] | ||||||
Percentage of sales of products developed representing royalties required to be paid | 5 | |||||
BIRD | ||||||
Other Commitments [Line Items] | ||||||
Percentage of sales of products developed representing royalties required to be paid | 0.05 | |||||
Percentage of grants received representing maximum royalties due | 1.50 | |||||
Royalty expense | $ 0 | $ 0 | $ 0 | |||
BIRD | Royalty | ||||||
Other Commitments [Line Items] | ||||||
Remaining contingent obligation of royalties | $ 433,000 |
SHAREHOLDERS' EQUITY - Narrativ
SHAREHOLDERS' EQUITY - Narrative (Details) $ in Thousands | 12 Months Ended | ||||
Oct. 18, 2023 shares | Jul. 14, 2023 USD ($) | Aug. 16, 2022 USD ($) | Feb. 03, 2021 USD ($) shares | Dec. 31, 2023 USD ($) shares | |
Class of Stock [Line Items] | |||||
Reverse share split, additional shares issued (in shares) | 15,890 | ||||
Number of shares sold under agreement (in shares) | 1,000,000 | ||||
Gross proceeds from shares issued and sold | $ | $ 300,000 | ||||
Stock reverse split, ratio | 0.0333 | ||||
Class A Ordinary Shares | |||||
Class of Stock [Line Items] | |||||
Shares converted (in shares) | 30 | ||||
Converted shares Issued (in shares) | 1 | ||||
Class A Ordinary Shares | ATM Sales Agreement | BofA Securities | |||||
Class of Stock [Line Items] | |||||
Value of shares available for issuance | $ | $ 75,000 | ||||
Number of shares sold under agreement (in shares) | 0 | ||||
Class A Ordinary Shares | ATM Sales Agreement | H.C. Wainwright | |||||
Class of Stock [Line Items] | |||||
Value of shares available for issuance | $ | $ 35,000 | ||||
Number of shares sold under agreement (in shares) | 75,912 | ||||
Gross proceeds from shares issued and sold | $ | $ 657 | ||||
Class B Ordinary Shares | |||||
Class of Stock [Line Items] | |||||
Shares converted (in shares) | 30 | ||||
Converted shares Issued (in shares) | 1 |
SHAREHOLDERS' EQUITY - Schedule
SHAREHOLDERS' EQUITY - Schedule of Stock by Class (Details) | Dec. 31, 2023 vote shares | Dec. 31, 2022 shares | Jul. 23, 2021 vote | Jul. 22, 2021 vote shares |
Class of Stock [Line Items] | ||||
Common stock authorized (in shares) | 36,113,903 | 36,113,903 | ||
Common stock issued (in shares) | 11,232,830 | 10,915,918 | ||
Common stock outstanding (in shares) | 11,232,830 | 10,915,918 | ||
Class A Ordinary Shares | ||||
Class of Stock [Line Items] | ||||
Common stock authorized (in shares) | 33,333,333 | 33,333,333 | 6,290,767 | |
Common stock issued (in shares) | 8,452,260 | 8,135,348 | ||
Common stock outstanding (in shares) | 8,452,260 | 8,135,348 | ||
Number of votes | vote | 1 | 1 | ||
Class B Ordinary Shares | ||||
Class of Stock [Line Items] | ||||
Common stock authorized (in shares) | 2,780,570 | 2,780,570 | ||
Common stock issued (in shares) | 2,780,570 | 2,780,570 | ||
Common stock outstanding (in shares) | 2,780,570 | 2,780,570 | ||
Number of votes | vote | 10 | 10 | 10 | |
Percentage of outstanding shares representing an affirmative vote | 1 |
SHARE-BASED COMPENSATION - Sche
SHARE-BASED COMPENSATION - Schedule of Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation expense | $ 16,278 | $ 26,892 | $ 448,077 |
Cost of sales | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation expense | 0 | 72 | 437 |
Research and development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation expense | 8,397 | 13,188 | 208,935 |
Selling, general and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation expense | $ 7,881 | $ 13,632 | $ 238,705 |
SHARE-BASED COMPENSATION - Narr
SHARE-BASED COMPENSATION - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Jan. 01, 2023 shares | Jul. 22, 2021 shares | Jan. 31, 2024 shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 $ / shares | Dec. 31, 2021 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation costs not yet recognized | $ | $ 5,459 | |||||
Weighted-average remaining period of compensation costs not yet recognized | 2 years 14 days | |||||
Fair value of options granted (in USD per share) | $ / shares | $ 10.86 | $ 56.70 | $ 292.80 | |||
2021 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Increase in shares reserved for issuance (in shares) | 588,986 | |||||
2021 Plan | Subsequent Event | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Annual increase in option pool (in shares) | 640,004 | |||||
2021 Plan | Class A Ordinary Shares | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares reserved for issuance (in shares) | 771,421 | |||||
Number of shares available for future grant (in shares) | 346,883 | |||||
ESPP | Class A Ordinary Shares | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares reserved for issuance (in shares) | 154,284 | |||||
Percentage of shares issued and outstanding, approved for issuance | 0.02 | |||||
Ordinary shares | 2011 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares canceled (in shares) | 70,966 | |||||
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 | |||||
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 | |||||
Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation costs not yet recognized | $ | $ 7,432 | |||||
Weighted-average remaining period of compensation costs not yet recognized | 1 year 10 months 9 days | |||||
Weighted average grant date fair value of units (in USD per share) | $ / shares | $ 9.67 | $ 68.70 | $ 130.50 |
SHARE-BASED COMPENSATION - Shar
SHARE-BASED COMPENSATION - Share-based Payment Arrangement, Option, Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Number of options | ||
Outstanding at beginning of period (in shares) | 3,516,256 | |
Granted (in shares) | 283,175 | |
Exercised (in shares) | (119,122) | |
Forfeited (in shares) | (154,715) | |
Cancelled (in shares) | 0 | |
Outstanding at end of period (in shares) | 3,525,594 | 3,516,256 |
Number of options exercisable (in shares) | 3,288,211 | |
Weighted-average exercise price | ||
Outstanding at beginning of period (in USD per share) | $ 5.70 | |
Granted (in USD per share) | 0.03 | |
Exercised (in USD per share) | 1.09 | |
Forfeited (in USD per share) | 16.65 | |
Cancelled (in USD per share) | 0 | |
Outstanding at end of period (in USD per share) | 5.02 | $ 5.70 |
Weighted-average exercise price of options exercisable (in USD per share) | $ 5.35 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Weighted-average remaining contractual term of options outstanding | 6 years 6 months | 7 years 3 months 18 days |
Weighted-average remaining contractual term of options exercisable | 6 years 2 months 15 days | |
Aggregate intrinsic value of options outstanding | $ 13,250 | $ 20,646 |
Aggregate intrinsic value of options exercisable | $ 12,039 |
SHARE-BASED COMPENSATION - Sh_2
SHARE-BASED COMPENSATION - Share-based Payment Arrangement, Option, Exercise Price Range (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of outstanding options (in shares) | shares | 3,525,594 |
Weighted-average remaining contractual term of outstanding options | 6 years 6 months |
Weighted-average exercise price of outstanding options (in USD per share) | $ 5.02 |
Number of exercisable options (in shares) | shares | 3,288,211 |
Weighted-average remaining contractual term of exercisable options | 6 years 2 months 15 days |
Weighted-average exercise price of exercisable options (in USD per share) | $ 5.35 |
Range 1 | |
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) | $ 0.60 |
Number of outstanding options (in shares) | shares | 2,047,097 |
Weighted-average remaining contractual term of outstanding options | 4 years 5 months 15 days |
Weighted-average exercise price of outstanding options (in USD per share) | $ 0 |
Number of exercisable options (in shares) | shares | 1,810,278 |
Weighted-average remaining contractual term of exercisable options | 4 years 7 days |
Weighted-average exercise price of exercisable options (in USD per share) | $ 0 |
Range 2 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of exercise prices, lower (in USD per share) | 0.60 |
Range of exercise prices, upper (in USD per share) | $ 1.50 |
Number of outstanding options (in shares) | shares | 682,702 |
Weighted-average remaining contractual term of outstanding options | 10 months 9 days |
Weighted-average exercise price of outstanding options (in USD per share) | $ 0.23 |
Number of exercisable options (in shares) | shares | 682,702 |
Weighted-average remaining contractual term of exercisable options | 11 months 1 day |
Weighted-average exercise price of exercisable options (in USD per share) | $ 0.25 |
Range 3 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of exercise prices, lower (in USD per share) | 1.50 |
Range of exercise prices, upper (in USD per share) | $ 3 |
Number of outstanding options (in shares) | shares | 24,032 |
Weighted-average remaining contractual term of outstanding options | 10 days |
Weighted-average exercise price of outstanding options (in USD per share) | $ 0.02 |
Number of exercisable options (in shares) | shares | 24,032 |
Weighted-average remaining contractual term of exercisable options | 10 days |
Weighted-average exercise price of exercisable options (in USD per share) | $ 0.02 |
Range 4 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of exercise prices, lower (in USD per share) | 30 |
Range of exercise prices, upper (in USD per share) | $ 30 |
Number of outstanding options (in shares) | shares | 675,503 |
Weighted-average remaining contractual term of outstanding options | 1 year 1 month 2 days |
Weighted-average exercise price of outstanding options (in USD per share) | $ 2.53 |
Number of exercisable options (in shares) | shares | 675,281 |
Weighted-average remaining contractual term of exercisable options | 1 year 2 months 1 day |
Weighted-average exercise price of exercisable options (in USD per share) | $ 2.71 |
Range 5 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of exercise prices, lower (in USD per share) | 30 |
Range of exercise prices, upper (in USD per share) | $ 292.20 |
Number of outstanding options (in shares) | shares | 96,260 |
Weighted-average remaining contractual term of outstanding options | 21 days |
Weighted-average exercise price of outstanding options (in USD per share) | $ 2.24 |
Number of exercisable options (in shares) | shares | 95,918 |
Weighted-average remaining contractual term of exercisable options | 21 days |
Weighted-average exercise price of exercisable options (in USD per share) | $ 2.36 |
SHARE-BASED COMPENSATION - Sh_3
SHARE-BASED COMPENSATION - Share-based Payment Arrangement, Restricted Stock Unit, Activity (Details) - Restricted Stock Units (RSUs) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of restricted share units outstanding | |||
Outstanding at beginning of period (in shares) | 128,108 | ||
Granted (in shares) | 873,496 | ||
Vested (in shares) | (105,988) | ||
Forfeited (in shares) | (73,375) | ||
Expired (in shares) | 0 | ||
Outstanding at end of period (in shares) | 822,241 | 128,108 | |
Weighted-average ordinary fair value per share at grant date | |||
Outstanding at beginning of period (in USD per share) | $ 68.70 | ||
Granted (in USD per share) | 9.67 | $ 68.70 | $ 130.50 |
Vested (in USD per share) | 47.20 | ||
Forfeited (in USD per share) | 72.04 | ||
Expired (in USD per share) | 0 | ||
Outstanding at end of period (in USD per share) | $ 11.85 | $ 68.70 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Corporate tax rate | 23% | 23% | 23% |
INCOME TAXES - Schedule of Loss
INCOME TAXES - Schedule of Loss Before Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Domestic (Israel) | $ (107,889) | $ (109,088) | $ (498,242) |
Foreign | (7,679) | 3,416 | (5,807) |
Net loss before income tax | $ (115,568) | $ (105,672) | $ (504,049) |
INCOME TAXES - Schedule of Defe
INCOME TAXES - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | |||
Operating loss carryforward | $ 55,189 | $ 35,682 | |
Share based compensation | 94,807 | 96,553 | |
Research and development | 18,614 | 13,379 | |
Accrued social benefits and other | 573 | 414 | |
Other costs | 202 | 2,679 | |
Operating lease liability | 4,348 | 5,227 | |
Deferred tax asset before valuation allowance | 173,733 | 153,934 | |
Valuation allowance | (164,848) | (144,444) | $ (126,898) |
Total deferred tax assets | 8,885 | 9,490 | |
Deferred Tax Liabilities, Net [Abstract] | |||
Fixed Assets | (3,166) | (3,103) | |
Operating lease right-of-use asset | (5,108) | (6,387) | |
Deferred tax liabilities | (8,274) | (9,490) | |
Net deferred taxes | $ 611 | $ 0 |
INCOME TAXES - Schedule of Valu
INCOME TAXES - Schedule of Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Valuation Allowance [Roll Forward] | ||
Balance at beginning of period | $ 144,444 | $ 126,898 |
Additions during the year | 20,404 | 17,546 |
Balance at end of period | $ 164,848 | $ 144,444 |
INCOME TAXES - Schedule of Inco
INCOME TAXES - Schedule of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||
Current | $ (749) | $ 1,748 | $ 1,281 |
Deferred | (611) | 0 | 0 |
Income tax expense (income) | (1,360) | 1,748 | 1,281 |
Income Tax Expense (Benefit), Continuing Operations, by Jurisdiction [Abstract] | |||
Domestic | 92 | 136 | 0 |
Foreign | (1,452) | 1,612 | 1,281 |
Income tax expense (income) | $ (1,360) | $ 1,748 | $ 1,281 |
INCOME TAXES - Schedule of Unre
INCOME TAXES - Schedule of Unrecognized Tax Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance at beginning of period | $ 1,726 | $ 856 |
Tax positions reversed in current year related to previous years | (1,315) | (405) |
Tax positions taken in current year | 240 | 1,230 |
Accrued interest | 34 | 45 |
Balance at end of period | $ 685 | $ 1,726 |
INCOME TAXES - Schedule of Net
INCOME TAXES - Schedule of Net Operating Loss Carryforwards (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | $ 231,063 |
REE Automotive UK Limited | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 8,146 |
REE Automotive Japan K.K. | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | $ 41 |
CONVERTIBLE PROMISSORY NOTES (D
CONVERTIBLE PROMISSORY NOTES (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Nov. 27, 2023 | Dec. 31, 2023 | Dec. 20, 2023 | Dec. 06, 2023 | Sep. 30, 2022 | Jul. 22, 2021 | |
Debt Instrument [Line Items] | ||||||
Number of warrants converted (in shares) | 518,750 | |||||
Term of warrants | 5 years | |||||
Class A Ordinary Shares | ||||||
Debt Instrument [Line Items] | ||||||
Number of warrants converted (in shares) | 1,702,372 | 2 | ||||
Term of warrants | 5 years | |||||
Securities Purchase Agreement | Class A Ordinary Shares | ||||||
Debt Instrument [Line Items] | ||||||
Number of warrants converted (in shares) | 1,571,710 | 130,662 | ||||
Exercise price of warrants (in USD per share) | $ 4.42 | $ 5.74 | ||||
Term of warrants | 5 years | 5 years | ||||
Convertible Debt | Convertible Promissory Notes | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 8,000 | $ 750 | ||||
Conversion price (in dollars per share) | $ 5.09 | $ 5.74 | ||||
Company faces final judgment or order in excess amount | $ 1,000 | |||||
Company fails to delivery un-legended shares in period | 5 days | |||||
Debt term | 5 years | |||||
Cost of debt host | $ 680 | $ 589 | ||||
Accrue interest rate | 10% | |||||
Convertible Debt | Convertible Promissory Notes | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Conversion price (in dollars per share) | $ 1.02 | $ 1.15 |
WARRANT LIABILITIES (Details)
WARRANT LIABILITIES (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||||
Oct. 11, 2022 shares | Oct. 04, 2022 shares | Feb. 03, 2021 shares | Dec. 31, 2022 USD ($) | Dec. 31, 2023 shares | Sep. 30, 2022 $ / shares shares | Sep. 23, 2022 shares | Sep. 22, 2022 shares | Jul. 22, 2021 shares | |
Other Liabilities [Line Items] | |||||||||
Number of warrants converted (in shares) | 518,750 | ||||||||
Term of warrants | 5 years | ||||||||
Warrants exchanged (in shares) | 84,303 | 434,445 | |||||||
Warrant exchange ratio | 5.40 | 6 | |||||||
Conversion of shares (in shares) | 1,000,000 | ||||||||
Payment for share exchange | $ | $ 3,104 | ||||||||
Additional Paid-in Capital | |||||||||
Other Liabilities [Line Items] | |||||||||
Payment for share exchange | $ | $ 3,104 | ||||||||
Class A Ordinary Shares | |||||||||
Other Liabilities [Line Items] | |||||||||
Number of warrants converted (in shares) | 1,702,372 | 2 | |||||||
Term of warrants | 5 years | ||||||||
Conversion of shares (in shares) | 15,192 | 86,890 | |||||||
Private Placement Warrants | |||||||||
Other Liabilities [Line Items] | |||||||||
Warrants outstanding (in shares) | 183,333 | ||||||||
Public Warrants | |||||||||
Other Liabilities [Line Items] | |||||||||
Warrants outstanding (in shares) | 335,417 | ||||||||
Warrants exercised (in shares) | 2 | ||||||||
Exercise price of warrants (in USD per share) | $ / shares | $ 345 |
FAIR VALUE MEASUREMENTS - Asset
FAIR VALUE MEASUREMENTS - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Assets: | ||
Short-term investments | $ 44,395 | $ 96,638 |
Liabilities: | ||
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Convertible promissory notes | |
Bank deposits | ||
Assets: | ||
Short-term investments | $ 44,395 | 25,354 |
Agency bonds | ||
Assets: | ||
Short-term investments | 35,985 | |
Treasury bills | ||
Assets: | ||
Short-term investments | 5,964 | |
Fair Value, Recurring | Level 1 | ||
Assets: | ||
Cash and cash equivalents | 710 | 25,199 |
Short-term investments | 0 | 0 |
Assets | 710 | 25,199 |
Liabilities: | ||
Derivative liabilities at fair value | 0 | |
Warrants liability | 0 | |
Liabilities | 0 | |
Fair Value, Recurring | Level 1 | Bank deposits | ||
Assets: | ||
Short-term investments | 0 | 0 |
Fair Value, Recurring | Level 1 | Agency bonds | ||
Assets: | ||
Short-term investments | 0 | |
Fair Value, Recurring | Level 1 | Municipal bonds | ||
Assets: | ||
Short-term investments | 0 | |
Fair Value, Recurring | Level 1 | Commercial paper | ||
Assets: | ||
Short-term investments | 0 | |
Fair Value, Recurring | Level 1 | Treasury bills | ||
Assets: | ||
Short-term investments | 0 | |
Fair Value, Recurring | Level 1 | Money market fund | ||
Assets: | ||
Cash and cash equivalents | 710 | 25,199 |
Fair Value, Recurring | Level 2 | ||
Assets: | ||
Cash and cash equivalents | 0 | 0 |
Short-term investments | 44,395 | 96,638 |
Assets | 44,395 | 96,638 |
Liabilities: | ||
Derivative liabilities at fair value | 0 | |
Warrants liability | 0 | |
Liabilities | 0 | |
Fair Value, Recurring | Level 2 | Bank deposits | ||
Assets: | ||
Short-term investments | 44,395 | 25,354 |
Fair Value, Recurring | Level 2 | Agency bonds | ||
Assets: | ||
Short-term investments | 35,985 | |
Fair Value, Recurring | Level 2 | Municipal bonds | ||
Assets: | ||
Short-term investments | 508 | |
Fair Value, Recurring | Level 2 | Commercial paper | ||
Assets: | ||
Short-term investments | 28,827 | |
Fair Value, Recurring | Level 2 | Treasury bills | ||
Assets: | ||
Short-term investments | 5,964 | |
Fair Value, Recurring | Level 2 | Money market fund | ||
Assets: | ||
Cash and cash equivalents | 0 | 0 |
Fair Value, Recurring | Level 3 | ||
Assets: | ||
Cash and cash equivalents | 0 | 0 |
Short-term investments | 0 | 0 |
Assets | 0 | 0 |
Liabilities: | ||
Derivative liabilities at fair value | 4,126 | |
Warrants liability | 3,400 | |
Liabilities | 7,526 | |
Fair Value, Recurring | Level 3 | Bank deposits | ||
Assets: | ||
Short-term investments | 0 | 0 |
Fair Value, Recurring | Level 3 | Agency bonds | ||
Assets: | ||
Short-term investments | 0 | |
Fair Value, Recurring | Level 3 | Municipal bonds | ||
Assets: | ||
Short-term investments | 0 | |
Fair Value, Recurring | Level 3 | Commercial paper | ||
Assets: | ||
Short-term investments | 0 | |
Fair Value, Recurring | Level 3 | Treasury bills | ||
Assets: | ||
Short-term investments | 0 | |
Fair Value, Recurring | Level 3 | Money market fund | ||
Assets: | ||
Cash and cash equivalents | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS - Quant
FAIR VALUE MEASUREMENTS - Quantitative Information Regarding Level 3 Fair Value Measurements (Details) - Level 3 | Dec. 31, 2023 $ / shares year | Dec. 20, 2023 $ / shares year | Dec. 03, 2023 $ / shares year |
Stock price | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement inputs of warrants | 5.14 | 4.79 | 5.41 |
Derivative liability, measurement input | 5.14 | 4.79 | 5.41 |
Strike price | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement inputs of warrants | 5.74 | 4.42 | |
Strike price | Minimum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement inputs of warrants | 4.97 | ||
Derivative liability, measurement input | 1.5 | 1.5 | 1.5 |
Strike price | Maximum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement inputs of warrants | 5.74 | ||
Derivative liability, measurement input | 2 | 2 | 2 |
Term (in years) | Minimum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement inputs of warrants | year | 1.5 | 1.5 | 1.5 |
Derivative liability, measurement input | 0.5777 | 0.5854 | 0.5926 |
Term (in years) | Maximum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement inputs of warrants | year | 2.5 | 2.5 | 2.5 |
Derivative liability, measurement input | 0.5965 | 0.5972 | 0.5972 |
Volatility | Minimum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement inputs of warrants | 0.5777 | 0.5801 | 0.5802 |
Derivative liability, measurement input | 0.0427 | 0.0430 | 0.0483 |
Volatility | Maximum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement inputs of warrants | 0.5965 | 0.5972 | 0.5926 |
Derivative liability, measurement input | 0.0434 | 0.0437 | 0.0490 |
Risk-free rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input | 0.071 | 0.073 | |
Risk-free rate | Minimum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement inputs of warrants | 0.0415 | 0.0417 | 0.0470 |
Derivative liability, measurement input | 0.0703 | ||
Risk-free rate | Maximum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement inputs of warrants | 0.0434 | 0.0437 | 0.0490 |
Derivative liability, measurement input | 0.0710 | ||
Dividend yield | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement inputs of warrants | 0 | 0 | 0 |
Derivative liability, measurement input | 0 | 0 | 0 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Changes in Fair Value of Warrant Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value of warrant liabilities at beginning of period | $ 0 | $ 10,670 |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Fair Value Adjustment of Warrants | |
Transfer and reclassification of warrants | $ (459) | |
Fair value of warrant liabilities at end of period | 7,526 | 0 |
Derivative Liabilities | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Issuance at fair value | 4,366 | |
Chance in fair value | $ (240) | |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Fair Value Adjustment of Warrants | |
Private Placement Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Issuance at fair value | $ 3,796 | |
Chance in fair value | $ (396) | (9,512) |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Fair Value Adjustment of Warrants | |
Transfer and reclassification of warrants | $ (699) |
FINANCIAL INCOME, NET (Details)
FINANCIAL INCOME, NET (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |||
Interest income and bank fees, net | $ (4,352) | $ (2,785) | $ (573) |
Foreign currency translation adjustments | 549 | (1,586) | 147 |
Other expense (income) | (125) | 0 | 3 |
Financial income, net | $ (3,928) | $ (4,371) | $ (423) |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Numerator: | ||||
Net loss for basic and diluted loss per share | $ (114,208) | $ (107,420) | $ (505,330) | |
Denominator: | ||||
Weighted average number of Class A ordinary and preferred shares used in computing basic net loss per share (in shares) | [1] | 10,087,691 | 9,783,301 | 7,853,759 |
Weighted average number of Class A ordinary and preferred shares used in computing diluted net loss per share (in shares) | [1] | 10,087,691 | 9,783,301 | 7,853,759 |
Class A Ordinary and Preferred Shares | ||||
Denominator: | ||||
Weighted average number of Class A ordinary and preferred shares used in computing basic net loss per share (in shares) | 10,087,691 | 9,783,301 | 7,853,759 | |
Weighted average number of Class A ordinary and preferred shares used in computing diluted net loss per share (in shares) | 10,087,691 | 9,783,301 | 7,853,759 | |
Basic net loss per Class A ordinary and preferred shares (in USD per share) | $ (11.32) | $ (10.98) | $ (64.34) | |
Diluted net loss per Class A ordinary and preferred shares (in USD per share) | $ (11.32) | $ (10.98) | $ (64.34) | |
[1] Prior period results have been retroactively adjusted to reflect the 1: 30 stock reverse split effected on October 18, 2023. See also Note 1 General, for details. |
SEGMENTS (Details)
SEGMENTS (Details) $ in Thousands | 12 Months Ended | |||
Jan. 01, 2021 segment | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | segment | 1 | |||
Revenues | $ 1,608 | $ 0 | $ 6 | |
France | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 1,398 | 0 | 0 | |
US | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | $ 210 | $ 0 | 5 | |
US | Geographic Concentration Risk | Long-lived Tangible Assets | ||||
Segment Reporting Information [Line Items] | ||||
Percentage of Long-lived assets | 18% | 20% | ||
Rest of the world | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | $ 0 | $ 0 | $ 1 | |
Israel | Geographic Concentration Risk | Long-lived Tangible Assets | ||||
Segment Reporting Information [Line Items] | ||||
Percentage of Long-lived assets | 20% | 24% | ||
UK | Geographic Concentration Risk | Long-lived Tangible Assets | ||||
Segment Reporting Information [Line Items] | ||||
Percentage of Long-lived assets | 62% | 56% | ||
Germany | Geographic Concentration Risk | Long-lived Tangible Assets | ||||
Segment Reporting Information [Line Items] | ||||
Percentage of Long-lived assets | 0% |
RELATED PARTY TRANSACTIONS - Na
RELATED PARTY TRANSACTIONS - Narrative (Details) ₪ in Thousands | 12 Months Ended |
Dec. 31, 2021 ILS (₪) | |
Chief Executive Officer | Joint Ownership Company Vehicle | |
Related Party Transaction [Line Items] | |
Transactions with related party | ₪ 300 |
RELATED PARTY TRANSACTIONS - Sc
RELATED PARTY TRANSACTIONS - Schedule of Transactions with Related Party (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Selling, general and administrative expenses, net | $ 35,568 | $ 49,200 | $ 262,083 |
Related Party | |||
Related Party Transaction [Line Items] | |||
Selling, general and administrative expenses, net | $ 41 | $ 43 | $ 31 |
RELATED PARTY TRANSACTIONS - _2
RELATED PARTY TRANSACTIONS - Schedule of Balances with Related Party (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Related Party Transaction [Line Items] | ||
Employees and payroll accruals | $ 5,703 | $ 5,190 |
Related Party | ||
Related Party Transaction [Line Items] | ||
Employees and payroll accruals | $ 50 | $ 64 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | ||||
Mar. 05, 2024 | Mar. 04, 2024 | Mar. 01, 2024 | Feb. 03, 2021 | Jan. 31, 2024 | |
Subsequent Event [Line Items] | |||||
Number of shares sold under agreement (in shares) | 1,000,000 | ||||
Gross proceeds from shares issued and sold | $ 300,000 | ||||
Subsequent Event | Underwritten Public Offering And Over-Allotment Option | Class A Ordinary Shares | |||||
Subsequent Event [Line Items] | |||||
Number of shares sold under agreement (in shares) | 2,300,000 | ||||
Gross proceeds from shares issued and sold | $ 14,150 | ||||
Subsequent Event | Public Offering | Class A Ordinary Shares | |||||
Subsequent Event [Line Items] | |||||
Number of shares sold under agreement (in shares) | 2,000,000 | ||||
Price per share of shares sold to related party (in USD per share) | $ 6.50 | ||||
Gross proceeds from shares issued and sold | $ 13,000 | ||||
Subsequent Event | Over-Allotment | Class A Ordinary Shares | |||||
Subsequent Event [Line Items] | |||||
Number of shares sold under agreement (in shares) | 300,000 | ||||
Period for option to purchase ordinary shares | 20 days | ||||
Percentage of the number of ordinary shares sold | 15% | ||||
Subsequent Event | ATM Sales Agreement | Class A Ordinary Shares | |||||
Subsequent Event [Line Items] | |||||
Number of shares sold under agreement (in shares) | 44,968 | ||||
Gross proceeds from shares issued and sold | $ 252 |