Item 3.01 Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On March 27, 2023, Canoo,
Inc. (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department
of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, because the closing bid price for the Company’s common
stock has fallen below $1.00 per share for 30 consecutive business days (February 9, 2023 through March 24, 2023), the Company no longer
complies with the $1.00 Minimum Bid Price requirement set forth in Nasdaq Listing Rule 5450(a)(1) for continued listing on The Nasdaq
Global Select Market (the “Bid Price Requirement”).
The Notice has no immediate
effect on the listing of the Company’s common stock on The Nasdaq Global Select Market. Pursuant to Nasdaq Marketplace Rule
5810(c)(3)(A), the Company has been provided with a compliance period of 180 calendar days, or until September 25, 2023, to regain compliance
with the Bid Price Requirement. To regain compliance, the closing bid price of the Company’s common stock must meet or exceed
$1.00 per share for a minimum of 10 consecutive business days prior to September 25, 2023.
If the Company does not regain
compliance by September 25, 2023, the Company may be eligible for an additional grace period. To qualify, the Company must apply to transfer
the listing of the common stock to The Nasdaq Capital Market, which requires the Company to meet the continued listing requirements for
market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the
Bid Price Requirement, and provide written notice of its intention to cure the minimum bid price deficiency during the second compliance
period. If the Company meets these requirements, the Nasdaq staff would be expected to grant an additional 180 calendar days for
the Company to regain compliance with the minimum bid price requirement. If the Nasdaq staff determines that the Company will not be able
to cure the deficiency, or if the Company is otherwise not eligible for such additional compliance period, Nasdaq will provide notice
that the Company’s common stock will be subject to delisting. The Company would have the right to appeal a determination to delist
its common stock, and the common stock would remain listed on the Nasdaq Global Select Market until the completion of the appeal process.
The Company’s management
intends to resolve this matter so as to allow for continued listing on the Nasdaq Global Select Market and is considering its options
to regain compliance with the Bid Price Requirement. The Company’s receipt of the Notice does not affect the Company’s reporting
requirements with the Securities and Exchange Commission.
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.