REE Automotive Ltd-A 2025年年度报告和过渡报告

FORM20-F (Mark One)oREGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF1934 OR OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 REE Automotive Ltd.(Exact name of registrant as specified in its charter) Israel(Jurisdiction of incorporation or organization) Not Applicable(Translation of Registrant’s name into English) Kibbutz Glil-Yam4690500,Israel (Address of principal executive offices) Daniel Barel, Chief Executive OfficerREE Automotive Ltd.Kibbutz Glil-Yam4690500,IsraelTel: +972(77) 899-5200investors@ree.auto(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person) Securities registered pursuant to Section 12(b) of the Act: Securities registered or to be registered pursuant to Section 12(g) of the Act: None Table of Contents Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the periodcovered by the annual report. As of December31, 2024, the registrant had19,478,877Class A Ordinary Shares, without par value, outstanding and2,780,570Class B Ordinary Shares, without par value, outstanding. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesoNox If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934. YesoNox Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. YesxNoo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). YesxNoo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerginggrowth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of theExchange Act. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check markif the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act. †The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting StandardsBoard to its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on an attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15U.S.C. 7762(b)) by the registeredpublic accounting firm that prepared or issued its audit report.o If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: Table of Contents If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registranthas elected to follow. oItem 17oItem 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ExchangeAct). TABLE OF CONTENTS PART I Item 1.Identity of Directors, Senior Management and Advisers8Item 2.OfferStatistics and Expected Timetable8Item 3.Key Information8Item 4.Information on the Company53Item 4A.Unresolved Staff Comments68Item 5.Operating and Financial Review and Prospects69Item 6.Directors, Senior Management and Employees86Item 7.Major Shareholders and Related Party Transactions106Item 8.Financial Information111Item 9.The Offer and Listing112Item 10.Additional Information113Item 11.Qu