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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of report (Date of earliest event reported):
January 19, 2024
CANOO INC.
(Exact name of registrant as specified in its
charter)
Delaware
(State
or Other Jurisdiction
of Incorporation) |
001-38824
(Commission
File Number) |
82-1476189
(I.R.S. Employer
Identification Number) |
19951 Mariner Avenue
Torrance,
California |
90503 |
| (Address of principal executive offices) |
(Zip Code) |
(424) 271-2144
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each
class |
|
Trading
symbol(s) |
|
Name of each
exchange
on which registered |
| Common Stock, $0.0001 par value per share |
|
GOEV |
|
The Nasdaq Capital Market |
| |
|
|
|
|
| Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share |
|
GOEVW |
|
The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
Canoo Inc.,
a Delaware corporation (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 January 19, 2024 in connection with the transaction described in the Company’s Current Report on Form 8-K filed
with the Securities and Exchange Commission on December 20, 2023.
The Company
is also attaching to this Current Report on Form 8-K as Exhibit 5.2 the opinion of Kirkland & Ellis LLP relating to
the validity of the shares to be offered pursuant to the Company's prospectus supplement dated January 19, 2024 in connection with
the transaction described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on
January 12, 2024.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are filed herewith:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: January 19, 2024 |
CANOO INC. |
| |
|
|
| |
By: |
/s/ Hector Ruiz |
| |
Name: |
Hector Ruiz |
| |
Title: |
General Counsel and Corporate Secretary |
Exhibit 5.1
 |
| |
|
|
300 North LaSalle
Chicago, IL 60654
United States
+1 312 862 2000
www.kirkland.com |
Facsimile:
+1 312 862 2200 |
January 19, 2024
Canoo Inc.
19951 Mariner Avenue
Torrance, California 9050 |
Re: Registration Statement of Canoo Inc. on
Form S-3
Ladies and Gentlemen:
We are acting as special counsel
to Canoo Inc., a Delaware corporation (the “Company”), in connection with the registration by the Company of the offer and
sale of up to $15,957,447 of its common stock, par value $0.0001 per share (the “Common Stock”), consisting of up to 159,574,470
shares (the “Shares”) pursuant to the terms of the Pre-Paid Advance Agreement, dated July 20, 2022 between the Company
and YA II PN, Ltd., as modified by the Side Letter, dated October 5, 2022, the Supplemental Agreement, dated November 9,
2022, the Supplemental Agreement, dated December 31, 2022, the Supplemental Agreement, dated September 11, 2023, the Supplemental
Agreement, dated November 21, 2023, and the Supplemental Agreement, dated December 20, 2023 (as amended and supplemented, the
“Agreement”). The Shares are being offered and sold pursuant to a Registration Statement on Form S-3 (Registration No. 333-266666)
filed by the Company with the Securities and Exchange Commission (the “Commission”) on August 8, 2022 under the Securities
Act of 1933, as amended (the “Act”) (such Registration Statement, as amended or supplemented, is hereinafter referred to as
the “Registration Statement”), including a base prospectus dated August 18, 2022 (the “Base Prospectus”)
and the prospectus supplement dated January 19, 2024 (together with the Base Prospectus, the “Prospectus”).
In that connection, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed
necessary for the purposes of this opinion, including (i) the corporate and organizational documents of the Company, including the
Second Amended and Restated Certificate of Incorporation of the Company, as amended through the date hereof, and the Amended and Restated
Bylaws of the Company; (ii) resolutions of the Board of Directors of the Company with respect to the issuance and sale of the Shares;
(iii) the Registration Statement and the exhibits thereto and the Prospectus; and (iv) the Agreement.
For purposes of this opinion, we have assumed the
authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies
and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural
persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority
of such persons signing on behalf of the parties thereto other than the Company and the due authorization, execution and delivery of all
documents by the parties thereto other than the Company. We relied upon statements and representations of officers and other representatives
of the Company and others as to factual matters.
Austin Bay Area Beijing Boston Brussels Chicago Dallas Hong Kong Houston London Los Angeles Miami Munich New York Paris Salt Lake City Shanghai Washington, D.C.
 |
| |
Canoo Inc.
January 19, 2024
Page 2 |
|
Based upon and subject to the foregoing qualifications,
assumptions and limitations and the further limitations set forth below, we are of the opinion that the Shares are duly authorized, and
when the Shares are registered by the Company’s transfer agent and delivered against payment of the agreed consideration therefor,
all in accordance with the Agreement, the Shares will be validly issued, fully paid and non-assessable.
Our opinion expressed above is subject to the qualifications
that we express no opinion as to the applicability of, compliance with, or effect of any laws except the General Corporation Law of the
State of Delaware (including the statutory provisions, all applicable provisions of the Delaware constitution and reported judicial decisions
interpreting the foregoing).
We hereby consent to the filing of this opinion with
the Commission as Exhibit 5.1 to the Company’s current report on Form 8-K. We also consent to the reference to our firm
under the heading “Legal Matters” in the Prospectus constituting part of the Registration Statement. In giving this consent,
we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission.
We do not find it necessary for the purposes of this
opinion, and accordingly we do not purport to cover herein, the application of the securities or “Blue Sky” laws of the various
states to the issuance and sale of the Shares and the Rights.
This opinion is limited to the specific issues addressed
herein, and no opinion may be inferred or implied beyond that expressly stated herein.
This opinion is furnished to you in connection with
the filing of the Prospectus and in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Act,
and is not to be used, circulated, quoted or otherwise relied upon for any other purpose.
| |
Sincerely, |
| |
|
| |
|
| |
/s/ Kirkland & Ellis LLP |
| |
|
| |
KIRKLAND & ELLIS LLP |
Exhibit 5.2
 |
| |
|
|
300 North LaSalle
Chicago, IL 60654
United States
+1 312 862 2000
www.kirkland.com
|
Facsimile:
+1 312 862 2200 |
January 19, 2024
Canoo Inc.
19951 Mariner Avenue
Torrance, California 9050 |
Re: Registration Statement of Canoo Inc. on
Form S-3
Ladies and Gentlemen:
We are acting as special counsel
to Canoo Inc., a Delaware corporation (the “Company”), in connection with the registration by the Company of the offer and
sale of up to $17,500,000 of its common stock, par value $0.0001 per share (the “Common Stock”), consisting of up to 175,000,000
shares (the “Shares”) pursuant to the terms of the Pre-Paid Advance Agreement, dated July 20, 2022 between the Company and
YA II PN, Ltd., as modified by the Side Letter, dated October 5, 2022, the Supplemental Agreement, dated November 9, 2022, the Supplemental
Agreement, dated December 31, 2022, the Supplemental Agreement, dated September 11, 2023, the Supplemental Agreement, dated November 21,
2023, the Supplemental Agreement, dated December 20, 2023, and the Supplemental Agreement, dated January 11, 2024 (as amended and supplemented,
the “Agreement”). The Shares are being offered and sold pursuant to a Registration Statement on Form S-3 (Registration No.
333-266666) filed by the Company with the Securities and Exchange Commission (the “Commission”) on August 8, 2022 under the
Securities Act of 1933, as amended (the “Act”) (such Registration Statement, as amended or supplemented, is hereinafter referred
to as the “Registration Statement”), including a base prospectus dated August 18, 2022 (the “Base Prospectus”)
and the prospectus supplement dated January 19, 2024 (together with the Base Prospectus, the “Prospectus”).
In that connection, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed
necessary for the purposes of this opinion, including (i) the corporate and organizational documents of the Company, including the Second
Amended and Restated Certificate of Incorporation of the Company, as amended through the date hereof, and the Amended and Restated Bylaws
of the Company; (ii) resolutions of the Board of Directors of the Company with respect to the issuance and sale of the Shares; (iii) the
Registration Statement and the exhibits thereto and the Prospectus; and (iv) the Agreement.
For purposes of this opinion, we have assumed the
authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies
and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural
persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority
of such persons signing on behalf of the parties thereto other than the Company and the due authorization, execution and delivery of all
documents by the parties thereto other than the Company. We relied upon statements and representations of officers and other representatives
of the Company and others as to factual matters.
Austin Bay Area Beijing Boston Brussels Chicago Dallas Hong Kong Houston London Los Angeles Miami Munich New York Paris Salt Lake City Shanghai Washington, D.C.
 |
| |
|
Canoo Inc.
January 19, 2024
Page 2 |
|
Based upon and subject to the foregoing qualifications,
assumptions and limitations and the further limitations set forth below, we are of the opinion that the Shares are duly authorized, and
when the Shares are registered by the Company’s transfer agent and delivered against payment of the agreed consideration therefor,
all in accordance with the Agreement, the Shares will be validly issued, fully paid and non-assessable.
Our opinion expressed above is subject to the qualifications
that we express no opinion as to the applicability of, compliance with, or effect of any laws except the General Corporation Law of the
State of Delaware (including the statutory provisions, all applicable provisions of the Delaware constitution and reported judicial decisions
interpreting the foregoing).
We hereby consent to the filing of this opinion with
the Commission as Exhibit 5.2 to the Company’s current report on Form 8-K. We also consent to the reference to our firm under the
heading “Legal Matters” in the Prospectus constituting part of the Registration Statement. In giving this consent, we do not
thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations
of the Commission.
We do not find it necessary for the purposes of this
opinion, and accordingly we do not purport to cover herein, the application of the securities or “Blue Sky” laws of the various
states to the issuance and sale of the Shares and the Rights.
This opinion is limited to the specific issues addressed
herein, and no opinion may be inferred or implied beyond that expressly stated herein.
This opinion is furnished to you in connection with
the filing of the Prospectus and in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Act, and
is not to be used, circulated, quoted or otherwise relied upon for any other purpose.
| |
Sincerely, |
| |
|
| |
|
| |
/s/ Kirkland & Ellis LLP |
| |
|
| |
KIRKLAND & ELLIS LLP |
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