REE Automotive Ltd executed a non-binding letter of intent to acquire 10X Capital Venture Acquisition Corp (NasdaqCM:VCVC) from 10X Capital SPAC Sponsor I LLC, P. Schoenfeld Asset Management LP, Citadal Advisors and others for $3.3 billion in a reverse merger transaction on December 22, 2020. REE Automotive Ltd entered into a merger agreement to acquire 10X Capital Venture Acquisition Corp in a reverse merger transaction on February 3, 2021. As a result of the transaction, each outstanding share of Class B common stock of 10X Capital will be converted into 1.5763975 shares of Class A common stock of resulting issuer. REE will receive 300 million Class A shares of 10X Capital Venture Acquisition. Current REE shareholders will remain the majority owners of the combined company at closing. Upon close of the transaction, 10X Capital's public stockholders will own 5.6% and its sponsor, 10X Capital SPAC Sponsor I LLC, will own 2.2%, current REE shareholders will own 83.8% and PIPE Investors will own 8.4% of the combined company. Business combination would result in REE becoming a publicly listed company. Upon closing, REE Class A ordinary shares and warrants will be listed on NASDAQ under the new ticker symbols “REE” and “REEAW.”

Consummation of the transactions contemplated by the merger agreement is subject to customary conditions of the respective parties, including, among others, that the Business Combination be approved by 10X Capital Venture's stockholders and REE's shareholders, 10X Capital Venture will have at least $5,000,001 of net tangible assets immediately following the Closing, the Capital Restructuring shall have been completed, the REE Class A Ordinary Shares and REE Warrants shall be approved for listing on Nasdaq upon closing, the PIPE Investment and the funding of the PIPE Investment amount shall have been consummated or will be consummated substantially concurrently with the closing, the registration statement shall have become effective and 10X Capital Venture shall have at least $225 million in cash and cash equivalents at the time of the closing. The proposed transaction was unanimously approved by REE's Board of Directors as well as 10X SPAC's Board of Directors. 10X Capital board of directors unanimously recommends shareholders to vote in favor of the transaction. As of July 1, 2021, Registration Statement has been declared effective by the Securities and Exchange Commission. As of July 21, 2021, 10X Capital's stockholder approved the merger. The transaction is expected to be completed by the end of the first half of 2021. As of March 11, 2011, the transaction is expected to close in the second quarter of 2021.

Morgan Stanley & Co. LLC is serving as lead placement agent on the PIPE offering. Cowen is serving as lead financial advisor to REE and as a placement agent on the PIPE offering. Wells Fargo Securities and J.V.B. Financial Group, LLC are serving as financial advisors to 10X SPAC. Colin Diamond, Joel Rubinstein, Maia Gez, Sang Ji, Henrik Patel and Tali Sealman of White and Case LLP, Mimi Zemah of Zemah Schneider & Partners, and Aaron Lampert of Goldfarb Seligman & Co. are serving as legal advisors to REE Automotive Ltd., and Todd A. Hentges, Sean Donahue, Jeffrey Letalien and Timothy R. Rupp of Morgan, Lewis & Bockius LLP and Chaim Friedland, Timor Belan and Ari Fried of Gornitzky & Co. are serving as legal advisors to 10X SPAC. Ryan Maierson of Latham & Watkins LLP acted as the legal advisor to the placement agents. Morrow Sodali LLC acted as the information agent to 10X Capital for a fee of $0.03 million. Mark Zimkind of Continental Stock Transfer & Trust Company is acting as transfer agent for 10X Capital and REE. Morgan Stanley acted as financial advisor to REE Automotive Ltd.

REE Automotive Ltd completed the acquisition of 10X Capital Venture Acquisition Corp (NasdaqCM:VCVC) from a group of shareholders in a reverse merger transaction from 10X Capital SPAC Sponsor I LLC, P. Schoenfeld Asset Management LP, Citadal Advisors and others on July 22, 2021. Following the merger, the combined company is named REE Automotive Ltd. Beginning on Friday, July 23, 2021, REE's Class A ordinary shares and warrants will trade on Nasdaq under the ticker symbols “REE” and “REEAW”, respectively. REE's Co-Founder and Chief Executive Officer, Daniel Barel, will continue to lead the company.