Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
March 16 2021 - 4:15PM
Edgar (US Regulatory)
Filed by REE Automotive Ltd.
Pursuant to Rule 425 under the Securities
Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: 10X Capital Venture Acquisition
Corp
Commission File No. 001-39737
Date: March 16, 2021
Video Transcript:
This is the era of electrification. This is
the time to build vehicles that are faster, more efficient, and more capable than ever before.
A new world of mobility is taking shape right
before our eyes – demanding a new breed of vehicles that can take any form, and any size, and any source of power.
At REE we create the cornerstone upon which
the entire future mobility market will build its vehicles, services, and applications. And we call it: the REEcorner.
The REEcorner is a meticulously engineered
system that fuses all of the components that make the car go into an incredible compact, efficient and powerful build. Our single
wheel x-by-wire technology controls and monitors each corner yielding unparalleled modularity, safety and efficiency. One system
that includes motors, drivetrain, steering, braking, suspension and control. It’s the cornerstone of a massive revolution.
REEcorner is magnificently modular, allowing
for faster times to market at a fraction of the cost. It enables a complete flat EV platform that can carry more passengers, cargo
and batteries. And it is agnostic to both power source and manner of control.
Our customers are looking for a different kind
of vehicle, one that is tailor-made to meet their needs. That’s why we created several REEcorner product lines. From the
smallest last mile delivery vehicle to the largest delivery van, whatever your EV vision, REEcorner can carry it, and keep carrying
it.
At REE, we’re not just in the era of
electrification, we’re driving it forward. We’re the cornerstone of next generation mobility.
Additional Information
This communication is being made in respect
of the proposed transaction involving REE Automotive Ltd. (“REE”) and 10X Capital Venture Acquisition Corp (“10X
SPAC”). This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or
a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. In connection
with the proposed transaction, REE has filed with the Securities and Exchange Commission (“SEC”) a registration statement
on Form F-4 that includes a proxy statement of 10X SPAC in connection with 10X SPAC’s solicitation of proxies for
the vote by 10X SPAC’s shareholders with respect to the proposed transaction and other matters as may be described in the
registration statement. REE and 10X SPAC also plan to file other documents with the SEC regarding the proposed transaction and
a proxy statement/prospectus will be mailed to holders of shares of 10X SPAC’s Class A ordinary shares. BEFORE MAKING
ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED TO READ THE FORM F-4 AND THE PROXY STATEMENT/PROSPECTUS REGARDING
THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The proxy statement/prospectus, as well as other filings containing
information about REE and 10X SPAC will be available without charge at the SEC’s Internet site (http://www.sec.gov).
Copies of the proxy statement/prospectus can also be obtained, when available, without charge, from REE’s website at https://ree.auto/.
Copies of the proxy statement/prospectus can be obtained, when available, without charge, from 10X SPAC’s website https://www.10xspac.com/.
Participants in the Solicitations
REE, 10X SPAC and certain of their respective
directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants
in the solicitation of proxies from 10X SPAC’s shareholders in connection with the proposed transaction. You can find more
information about 10X SPAC’s directors and executive officers in 10X SPAC’s final prospectus dated November 24, 2020
and filed with the SEC on November 25, 2020. Additional information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests will be included in the proxy statement/prospectus when it becomes available.
Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes
available before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated
above.
No Offer or Solicitation
This communication does not constitute an offer
to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any
sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act, or an exemption therefrom.
Caution About Forward-Looking Statements
This communication includes forward-looking
statements. These forward-looking statements are based on REE’s and 10X SPAC’s expectations and beliefs concerning
future events and involve risks and uncertainties that may cause actual results to differ materially from current expectations.
These factors are difficult to predict accurately and may be beyond REE’s and 10X SPAC’s control. Forward-looking statements
in this communication or elsewhere speak only as of the date made. New uncertainties and risks arise from time to time, and it
is impossible for REE or 10X SPAC to predict these events or how they may affect REE or 10X SPAC. Except as required by law, neither
REE nor 10X SPAC has any duty to, and does not intend to, update or revise the forward-looking statements in this communication
or elsewhere after the date this communication is issued. In light of these risks and uncertainties, investors should keep in mind
that results, events or developments discussed in any forward-looking statement made in this communication may not occur. Uncertainties
and risk factors that could affect REE’s and 10X SPAC’s future performance and cause results to differ from the forward-looking
statements in this release include, but are not limited to: the occurrence of any event, change or other circumstances that could
give rise to the termination of the business combination; the outcome of any legal proceedings that may be instituted against REE
or 10X SPAC, the combined company or others following the announcement of the business combination; the inability to complete the
business combination due to the failure to obtain approval of the shareholders of 10X SPAC or to satisfy other conditions to closing;
changes to the proposed structure of the business combination that may be required or appropriate as a result of applicable laws
or regulations; the ability to meet stock exchange listing standards following the consummation of the business combination; the
risk that the business combination disrupts current plans and operations of 10X SPAC or REE as a result of the announcement and
consummation of the business combination; the ability to recognize the anticipated benefits of the business combination, which
may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably,
maintain relationships with customers and retain its management and key employees; costs related to the business combination; changes
in applicable laws or regulations; REE’s estimates of expenses and profitability and underlying assumptions with respect
to shareholder redemptions and purchase price and other adjustments; intense competition in the e-mobility space, including with
competitors who have significantly more resources; ability to grow and scale REE’s manufacturing capacity through new relationships
with Tier 1 suppliers; ability to maintain relationships with current Tier 1 suppliers and strategic partners; ability to make
continued investments in REE’s platform; the need to attract, train and retain highly-skilled technical workforce; the impact
of the ongoing COVID-19 pandemic; changes in laws and regulations that impact REE; ability to enforce, protect and maintain intellectual
property rights; and risks related to the fact that we are incorporated in Israel and governed by Israeli law; and other risks
and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking
Statements” in 10X SPAC’s final prospectus dated November 24, 2020 relating to its initial public offering and in subsequent
filings with the SEC, and in the registration statement on Form F-4 relating to the business combination filed by REE on March
10, 2021.
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