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424B5 1 tm2429116-1_424b5.htm 424B5 tm2429116-1_424b5 - none - 7.3437946s

Filed Pursuant to Rule 424(b)(5)

Registration Statement No.333-280962

PROSPECTUS SUPPLEMENT
(To Prospectus Dated July 31, 2024)

Canoo Inc.

7,185,125 Shares
Common Stock

We are issuing 7,185,125 shares of our common stock, par value $0.0001 per share (the “Common Stock”) in payment to certain vendors for services rendered or other payment obligations over the next several fiscal quarters under contractual arrangements between us and these vendors. Shares will be issued to these vendors over time as payments become due and, if we elect, in our discretion, to make such payments in shares in lieu of cash. Shares issued pursuant to this prospectus supplement are registered pursuant to our existing shelf registration statement on Form S-3 (File No. 333-280962), which was declared effective by the Securities and Exchange Commission on July 31, 2024.

Our Common Stock and public warrants are traded on The Nasdaq Capital Market (“Nasdaq”) under the symbol “GOEV” and “GOEVW,” respectively. On November 26, 2024, the last reported sale price on Nasdaq of our Common Stock was $0.3992 per share and the last reported sale price of our public warrants was $0.0219 per warrant.

Our principal executive office is located at 19951 Mariner Avenue, Torrance, California 90503, and our telephone number is (424) 271-2144.

Investing in our Common Stock involves significant risks. See “Risk Factors” beginning on page S-7 of this prospectus supplement and the risk factors that are incorporated by reference into this prospectus supplement and the accompanying prospectus from our filings made with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for a discussion of the factors you should carefully consider before deciding to invest in our Common Stock.

Neither the SEC nor any state securities commission has approved or disapproved of our Common Stock or determined if this prospectus supplement or the accompanying prospectus is accurate, truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is November 27, 2024.

	Page
ABOUT THIS PROSPECTUS SUPPLEMENT		S-1
WHERE YOU CAN FIND MORE INFORMATION		S-2
INCORPORATION OF DOCUMENTS BY REFERENCE		S-3
PROSPECTUS SUPPLEMENT SUMMARY		S-4
THE OFFERING		S-6
RISK FACTORS		S-7
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		S-8
USE OF PROCEEDS		S-12
DILUTION		S-13
DIVIDEND POLICY		S-14
PLAN OF DISTRIBUTION		S-15
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATION FOR NON-U.S. HOLDERS		S-20
LEGAL MATTERS		S-24
EXPERTS		S-25

	ABOUT THIS PROSPECTUS					1
	WHERE YOU CAN FIND MORE INFORMATION					2
	INCORPORATION OF DOCUMENTS BY REFERENCE					3
	COMPANY OVERVIEW					4
	RISK FACTORS					5
	CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS					6
	USE OF PROCEEDS					9
	DESCRIPTION OF OUR CAPITAL STOCK					10
	DESCRIPTION OF OUR DEPOSITARY SHARES					17
	DESCRIPTION OF OUR DEBT SECURITIES					20
	DESCRIPTION OF OUR WARRANTS					30
	DESCRIPTION OF OUR RIGHTS					34
	PLAN OF DISTRIBUTION					35
	LEGAL MATTERS					37
	EXPERTS					38

Public offering price per share of our Common Stock			$	0.3992
Net tangible book value per share of our Common Stock as of September 30, 2024	$	2.55
Decrease per share of our Common Stock attributable to new investors in this offering	$	0.16
As adjusted net tangible book value per share of our Common Stock, after Giving effect to this offering			$	2.38
Accretion per share of our Common Stock to new investors purchasing our Common Stock in this offering			$	1.98

SEC Form 424B5 filed by Canoo Inc.