FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Aquila Tony
2. Issuer Name and Ticker or Trading Symbol

Canoo Inc. [ GOEV ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Executive Chairman and CEO
(Last)          (First)          (Middle)

C/O CANOO INC., 19951 MARINER AVE
3. Date of Earliest Transaction (MM/DD/YYYY)

11/21/2022
(Street)

TORRANCE, CA 90503
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/21/2022  A  4504504 (1)(2)A$1.11 7243332 D  
Common Stock 11/21/2022  P  4504505 (1)(2)A$1.11 55737160 I By LLCs (3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) On November 9, 2022, the Issuer entered into a Common Stock Subscription Agreement (the "Subscription Agreement") with Mr. Tony Aquila and AFV Partners SPV-10 LLC, a Delaware limited liability company and a special purpose vehicle managed by entities affiliated with the Reporting Person ("AFV 10"), pursuant to which such purchasers agreed to purchase an aggregate of 9,009,009 shares of the Issuer's Common Stock, par value $0.0001 per share at a price of $1.11 per share for an aggregate purchase price of $10.0 million (the "November PIPE"). The closing of the November PIPE occurred on November 21, 2022.
(2) Pursuant to the Subscription Agreement, the Reporting Person acquired 4,505,504 shares of Common Stock in the November PIPE and AFV-10 acquired 4,505,505 shares of Common Stock in the November PIPE. The shares of Common Stock acquired by AFV-10 in the November PIPE are held indirectly by the Reporting Person through AFV-10.
(3) (i) 12,509,387 shares of Common Stock are held by AFV Partners SPV-4 LLC, a Delaware limited liability company ("AFV-4"); (ii) 35,273,268 shares of Common Stock are held by AFV Partners SPV-7 LLC, a Delaware limited liability company ("AFV-7"); (iii) 3,450,000 shares of Common Stock held by AFV Partners SPV-7/A LLC, a Delaware limited liability company ("AFV-7/A"); and (iv) 4,504,505 shares of Common Stock are held by AFV-10. AFV Management Advisors LLC, a Delaware limited liability company ("AFV") is the sole manager and controlling member of AFV-4, AFV-7, AFV-7/A and AFV-10. Mr. Aquila is the managing member of AFV, which exercises ultimate voting and investment power with respect to the shares held by AFV-4, AFV-7, AFV-7/A and AFV-10. The Reporting Person disclaims beneficial ownership of the shares held by AFV 4, AFV 7, AFV-7/A and AFV-10, except to the extent of his pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Aquila Tony
C/O CANOO INC.
19951 MARINER AVE
TORRANCE, CA 90503
XXExecutive Chairman and CEO

Signatures
Tony Aquila, by /s/ Hector Ruiz, Attorney-in-Fact11/23/2022
**Signature of Reporting PersonDate


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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