Item 8.01 Other Events.
On February 8, 2023, Canoo Inc. (the “Company”)
filed a petition in the Court of Chancery pursuant to Section 205 of the Delaware General Corporation Law seeking validation of the Company’s
Second Amended and Restated Certificate of Incorporation and the shares issued pursuant thereto to resolve any uncertainty with respect
to those matters (the “Section 205 Action”). The Section 205 Action filed by the Company in the Court of Chancery is captioned
In re Canoo Inc., C.A. No. 2023-0152-LWW (Del. Ch.). A copy of the Company’s petition filed in the Section 205 Action is attached
as an exhibit to this Form 8-K. The same day the Section 205 Action was filed, the Company also moved that the Court’s consideration
of the Section 205 Action be expedited.
On February 10, 2023, the Court of Chancery
granted the Company’s motion for expedited proceedings in the Section 205 Action. The Court of Chancery directed the Company (i)
to file this Form 8-K, attaching the petition filed by the Company in the Section 205 Action; and (ii) to notify stockholders that the
Court of Chancery will hold a final hearing to consider the merits of the petition filed by the Company in the Section 205 Action on February
27, 2023, at 9:15 a.m. Eastern Time, at the Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801 (the
“Section 205 Hearing”). This Form 8-K constitutes notice of the Section 205 Hearing. If any stockholder of the Company wishes
to express a position on the Section 205 Action, such stockholders of the Company may (i) appear at the hearing in the Section 205 Action
or (ii) file a written submission with the Register in Chancery, Leonard L. Williams Justice Center, 500 North King Street, Wilmington,
Delaware 19801, referring to the case caption, In re Canoo Inc., C.A. No. 2023-0152-LWW (Del. Ch.), in advance of the Section 205 Hearing,
and any such written submission should be emailed to the Company’s counsel, Kevin M. Gallagher, Richards, Layton & Finger, P.A.,
at gallagher@rlf.com.
Forward-Looking Statements
This report includes “forward-looking
statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform
Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,”
“forecast,” “intend,” “will,” “shall,” “expect,” “anticipate,”
“believe,” “seek,” “target,” “continue,” “could,” “may,” “might,”
“possible,” “potential,” “predict” or other similar expressions that predict or indicate future events
or trends or that are not statements of historical matters. These forward-looking statements are not intended to serve as, and must not
be relied on by any investor as, a guarantee, an assurance, or a definitive statement of fact or probability. Actual events and circumstances
are difficult or impossible to predict and may differ from these forward-looking statements.
In particular, no assurances can be made regarding
the outcome of the Section 205 proceeding. If the Company is unsuccessful in the Section 205 proceeding, the uncertainty with respect
to the Company’s capitalization could limit its ability to complete equity financing transactions or issue stock-based compensation
to its employees, directors and officers until the underlying issues are definitively resolved. This uncertainty could have a material
adverse effect on the Company.