Material Agreement Form 8 K

Item 1.01

Entry into a Material Definitive Agreement.

First Supplemental Agreement

On July 19, 2024, Canoo Inc. (the "Company") entered into a Prepaid Advance Agreement (as amended and supplemented from time to time, the "PPA") with YA II PN, Ltd., a Cayman Islands exempt limited company ("Yorkville"). In accordance with the terms of the PPA, the Company may request advances of up to $15,000,000 in cash from Yorkville (or such greater amount that the parties may mutually agree) (each, a "Prepaid Advance") with an aggregate limitation on the Prepaid Advances of $100,000,000.

On August 28, 2024 (the "Effective Date"), the Company entered into a Supplemental Agreement (the "First Supplemental Agreement") with Yorkville to the PPA. Pursuant to the First Supplemental Agreement, Yorkville agreed to advance $25,158,219.18 to the Company (the "First Supplemental Advance").

As of the Effective Date, $15,000,000 in principal amount and $158,219.18 of accrued and unpaid interest remained outstanding under that certain Prepaid Advance Agreement, dated June 13, 2024 (the "June PPA"), by and between the Company and Yorkville (such amounts, collectively, the "Outstanding June PPA Amount"). Pursuant to the First Supplemental Agreement, the Company used a portion of the proceeds from the First Supplemental Advance to repay all of the Outstanding June PPA Amount. After giving effect to the commitment fee and the purchase price discount provided for in the PPA, as well as the repayment of the Outstanding June PPA Amount, net proceeds of the First Supplemental Advance to the Company will be $9,400,000.

The First Supplemental Agreement provides that solely with respect to the First Supplemental Advance, the Purchase Price (as such term is used in the PPA) will be equal to the lower of (a) $1.7554 per share and (b) 95% of the lowest daily volume weighted average price of the Common Stock on The Nasdaq Capital Market during five trading days immediately preceding the date on which Yorkville provides a Purchase Notice (as defined in the PPA) to the Company; however, in no event shall the Purchase Price be less than $1.00 per share.

The First Supplemental Agreement requires that the Company call and hold an annual meeting of its stockholders on or before November 13, 2024, for the purposes of, among other things, obtaining the consent of the stockholders of the Company pursuant to Nasdaq Listing Rule 5635(d) for the issuance of all shares of its Common Stock that could be issued pursuant to the PPA and obtaining the consent of the stockholders of the Company to amend each of the PPA and the Pre-Paid Advance Agreement, dated July 20, 2022 (as amended and supplemented from time to time, the "2022 PPA"), between the Company and Yorkville to provide for a Floor Price (as defined in each of the PPA and 2022 PPA) in each of the PPA and 2022 PPA not to exceed 20% of the lower of (i) $1.7554 and (ii) the Nasdaq Official Closing Price on the trading day immediately preceding the date of the proxy statement for such meeting. The Company shall file its preliminary proxy statement relating to such proposals as soon as practicable following receipt of board approval and in no event later than September 11, 2024.

The foregoing description of the First Supplemental Agreement does not purport to be complete and is qualified in its entirety by reference to the First Supplemental Agreement, which is filed hereto as Exhibit 10.1 and which is incorporated herein by reference.

The Company is attaching to this Current Report on Form 8-K as Exhibit 5.1 the opinion of Kirkland & Ellis LLP relating to the validity of the shares to be offered pursuant to the Company's prospectus supplement dated August 29, 2024.

Warrant Agreement

On the Effective Date, pursuant to the terms of the PPA and in connection with the First Supplemental Advance, the Company issued to Yorkville a warrant to purchase approximately 2.8 million shares of Common Stock each at an exercise price of $1.7554 per share, exercisable beginning on February 28, 2025 and with an expiration date of August 28, 2029 (the "Warrants"). The Warrants include customary adjustment provisions for stock splits, combinations and similar events.

The foregoing description of the Warrants is qualified in its entirety by reference to the Warrants, which is filed hereto as Exhibit 4.1 and which is incorporated herein by reference.

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