Table of ContentsTableofContents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,

WASHINGTON, D.C. 20549

FORM 10-Q

FORM 10-Q

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021

or

March 31, 2022

OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from ________ to

________

Commission file number: 001-38824

CANOO INC.

Canoo Inc.

(Exact name of registrant as specified in its charter)

Delaware

83-1476189

(State or OherOther Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification No.)

19951 Mariner Avenue,, Torrance,, California

90503

(Address of Principal Executive Offices)

(Zip code)

(

(424) 271-2144

(Registrant’s telephone number, including area code)

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 Global Select Market

Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share

GOEVW

The Nasdaq Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

As of November 8, 2021,May 3, 2022, there were 238,630,287240,414,269 shares of the registrant’s common stock, par value $0.0001 per share, issued and outstanding.



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TABLE OF CONTENTS

Page

Part I

Financial Information

Page

Financial Statements (Unaudited)

6

7

Condensed Consolidated Balance Sheets

6

7

Condensed Consolidated Statements of Operations

7

8

Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

8

9

Condensed Consolidated Statements of Cash Flows

10

11

Notes to Condensed Consolidated Financial Statements

11

12

Management’s Discussion and Analysis of Financial Condition and Results of Operations

21

25

Quantitative and Qualitative Disclosures about Market Risk

29

35

Controls and Procedures

29

35

Other Information

Legal Proceedings

31

36

Risk Factors

31

36

Unregistered Sales of Equity Securities and Use of Proceeds

32

39

Defaults Upon Senior Securities

33

39

Mine Safety Disclosures

33

39

Other Information

33

39

41

35

42

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Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q, including, without limitation, statements under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of present or historical fact included in this Quarterly Report on Form 10-Q are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of such terms or other similar expressions. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control.

Forward-looking statements in this Quarterly Report on Form 10-Q may include, for example, statements about:

our ability to recognize the anticipated benefits of the business combination and proceeds from the concurrent private placement, which may be affected by, among other things, competition and the ability of the combined business to grow and manage growth profitably;
our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder;
changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans;
our product development timeline and expected start of production;
our manufacturing strategy, including with respect to a contract manufacturing partner and developing our owned facilities;
the implementation, market acceptance and success of our business model;
our ability to scale in a cost-effective manner;
developments and projections relating to our competitors and industry;
the impact of health epidemics or pandemics, including the COVID-19 pandemic, on our business and the actions we may take in response thereto;
our expectations regarding our ability to obtain and maintain intellectual property protection and not infringe on the rights of others;
our future capital requirements and sources and uses of cash;
our ability to obtain funding for our future operations;
our business, expansion plans and opportunities; and
the outcome of any known and unknown litigation and regulatory proceedings.

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These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements. Below is a summary of certain material factors that may make an investment in our common stock speculative or risky.

We may be unable to develop, or may experience increases in our capital expenditure associated with or delays in the development of our own manufacturing facilities and in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results.
We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future.
We may be unable to adequately control the costs associated with our operations.
We have yet to achieve positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain.
Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors.
Our business plans require a significant amount of capital. In addition, our future capital needs may require us to sell additional equity or debt securities that may dilute our stockholders’ equity or introduce covenants that may restrict our operations or our ability to pay dividends.
Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment.
We previously identified material weaknesses in our internal control over financial reporting. If we are unable to remediate the material weaknesses, or if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price.
If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our electric vehicles ("EVs") successfully.
Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving.
We have no experience to date in high volume manufacture of our EVs, and when we manufacture, we will be manufacturing at least in part with a contract manufacturing partner with whom we have not previously worked.
We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models.
We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers.
Increases in costs, disruption of supply or shortage of materials, in particular for lithium-ion battery cells, could harm our business.
A consumer subscription model is different from the predominant current distribution model for automobile manufacturers, which makes evaluating the impact of a subscription model on our business, operating results

4

Our management has performed an analysis of our ability to continue as a going concern and has identified substantial doubt about our ability to continue as a going concern.
Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and could be required to terminate or significantly curtail our operations and our prospects, financial condition and results of operations could be materially adversely affected.
We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future.
We may be unable to adequately control the costs associated with our operations.
If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed.
We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities.
Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs.
We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain.
Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors.
Our limited operating history makes evaluating our business and future prospects difficult and increases the risk of your investment.
We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price.
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If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully.
We are highly dependent on the services of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed.
We face significant barriers to manufacture and bring our EVs to market, and if we cannot successfully overcome those barriers our business will be negatively impacted.
Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving.
We have no experience to date in high volume manufacture of our EVs.
We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models.
There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it.
We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues.
If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed.
Our distribution model may expose us to risk and if unsuccessful may impact our business prospects and results of operations.
We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results.
Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business.    
We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services we would not be able to find alternative sources in a timely manner and our business would be adversely impacted.
We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future.
Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected.
We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors.
We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result.

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TableThe automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry.
Economic, regulatory, political and other events, such as the rise in interest rates, heightened inflation, issues with supply chain, shortage of Contentslabor and the war in Ukraine, may adversely affect our financial results.

and future prospects difficult. In addition, the novel approach of offering a subscription directly from an OEM may never achieve the level of market acceptance necessary to achieve profitability.
We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law and we may be required to adjust our consumer business model in certain jurisdictions as a result.
We face risks and uncertainties related to litigation, regulatory actions and government investigations and inquiries.
The automotive market is highly competitive, and we may not be successful in competing in this industry.

Importantly, the summary above does not address all the risks and uncertainties that we face. Additional discussion of the risks and uncertainties summarized herein, as well as other risks and uncertainties that we face, can be found under Part II, Item IA, “Risk Factors” in this Quarterly Report on Form 10-Q and Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 20202021, filed with the SEC on March 31, 2021.1, 2022. The above summary is qualified in its entirety by those more complete discussions of such risks and uncertainties. Given such risks and uncertainties, you should not place undue reliance on forward-looking statements.

Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this Quarterly Report on Form 10-Q. In addition, even if our results or operations, financial condition and liquidity, and developments in the industry in which we operate are consistent with the forward-looking statements contained in this Quarterly Report on Form 10-Q, those results or developments may not be indicative of results or developments in subsequent periods.

Unless otherwise stated in this Quarterly Report on Form 10-Q or the context otherwise requires, and regardless of capitalization, references to:

“Business Combination” refers to the Company’s merger consummated on December 21, 2020 pursuant to that certain Merger Agreement and Plan of Reorganization, dated August 17, 2020, by and among HCAC, HCAC IV First Merger Sub, Ltd., an exempted company incorporated with limited liability in the Cayman Islands and a direct, wholly owned subsidiary of HCAC, EV Global Holdco LLC (f/k/a HCAC IV Second Merger Sub, LLC), a Delaware limited liability company and a direct, wholly owned subsidiary of HCAC, and Canoo Holdings Ltd., an exempted company incorporated with limited liability in the Cayman Islands.
“common stock” are to our common stock, $0.0001 par value per share;
“Company,” “our Company” “we” or “us” are to Canoo Inc. following completion of the Business Combination in December 2020;
“HCAC” means the special purpose acquisition company, Hennessy Capital Acquisition Corp. IV;
“Legacy Canoo” means Canoo Holdings Ltd. prior to completion of the Business Combination in December 2020;
“management” or our “management team” are to our officers and directors;

“Business Combination” refers to the Company’s merger consummated on December 21, 2020, pursuant to that certain Merger Agreement and Plan of Reorganization, dated August 17, 2020, by and among HCAC, HCAC IV First Merger Sub, Ltd., an exempted company incorporated with limited liability in the Cayman Islands and a direct, wholly owned subsidiary of HCAC, EV Global Holdco LLC (f/k/a HCAC IV Second Merger Sub, LLC), a Delaware limited liability company and a direct, wholly owned subsidiary of HCAC, and Canoo Holdings Ltd., an exempted company incorporated with limited liability in the Cayman Islands.

“common stock” are to our common stock, $0.0001 par value per share;
“Company,” “our Company” “we” or “us” are to Canoo Inc. following completion of the Business Combination in December 2020;
“HCAC” means the special purpose acquisition company, Hennessy Capital Acquisition Corp. IV;
“Legacy Canoo” means Canoo Holdings Ltd. prior to completion of the Business Combination in December 2020;
“management” or our “management team” are to our officers and directors;
“private placement warrants” are to warrants sold to certain initial purchasers as part of the private placement that occurred simultaneously with the completion of HCAC’s initial public offering, which are not-redeemable so long as they are held by the initial purchasers of the warrants or their permitted transferees; and
“public warrants” are to our redeemable warrants sold as part of the units in HCAC’s initial public offering (whether they were purchased in our initial public offering or thereafter in the open market) and to any private placement warrants that are sold to third parties that are not initial purchasers of the warrants or their permitted transferees or otherwise voluntarily converted by their holder.
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“private placement warrants” are to warrants sold to certain initial purchasers as part of the private placement that occurred simultaneously with the completion of HCAC’s initial public offering, which are not-redeemable so long as they are held by the initial purchasers of the warrants or their permitted transferees; and
“public warrants” are to our redeemable warrants sold as part of the units in HCAC’s initial public offering (whether they were purchased in our initial public offering or thereafter in the open market) and to any private placement warrants that are sold to third parties that are not initial purchasers of the warrants or their permitted transferees or otherwise voluntarily converted by their holder.

6

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

CANOO INC.

Condensed Consolidated Balance Sheets
(in thousands, except par values) (unaudited)

    

September 30, 

    

December 31, 

    

2021

    

2020

Assets

 

  

 

  

Current assets

 

  

 

  

Cash and cash equivalents

$

414,904

$

702,422

Restricted cash

1,410

Prepaids and other current assets

 

14,546

 

6,463

Total current assets

 

430,860

 

708,885

Property and equipment, net

 

140,867

 

30,426

Operating lease right-of-use assets

 

14,501

 

12,913

Other assets

 

28,319

 

1,246

Total assets

$

614,547

$

753,470

Liabilities and stockholders' equity

 

  

 

  

Liabilities

 

  

 

  

Current liabilities

 

  

 

  

Accounts payable

$

63,322

$

17,243

Accrued expenses and other current liabilities

 

43,388

 

10,625

Total current liabilities

 

106,710

 

27,868

Contingent earnout shares liability

32,337

133,503

Private placement warrants liability

6,613

Operating lease liabilities

 

14,032

 

13,262

Long-term debt

6,943

Other long-term liabilities

39

Total liabilities

153,079

188,228

Commitments and contingencies (Note 8)

 

  

 

  

Stockholders’ equity

 

  

 

  

Preferred stock, $0.0001 par value; 10,000 authorized, 0 shares issued and outstanding at September 30, 2021 and December 31, 2020

 

 

Common stock, $0.0001 par value; 500,000 authorized; 237,603 and 235,753 issued and outstanding at September 30, 2021 and December 31, 2020, respectively

24

24

Additional paid-in capital

 

1,015,461

 

910,579

Accumulated deficit

 

(554,017)

 

(345,361)

Total stockholders’ equity

 

461,468

 

565,242

Total liabilities and stockholders’ equity

$

614,547

$

753,470

Condensed Consolidated Balance Sheets
(in thousands, except par values) (unaudited)
March 31,
2022
December 31,
2021
Assets
Current assets
Cash and cash equivalents$104,926 $224,721 
Restricted cash, current3,448 2,771 
Prepaids and other current assets34,373 63,814 
Total current assets142,747 291,306 
Property and equipment, net223,715 202,314 
Restricted cash, non-current10,250 — 
Operating lease right-of-use assets26,847 14,228 
Other assets16,402 15,226 
Total assets$419,961 $523,074 
Liabilities and stockholders' equity
Liabilities
Current liabilities
Accounts payable$80,930 $52,267 
Accrued expenses and other current liabilities51,972 83,925 
Total current liabilities132,902 136,192 
Contingent earnout shares liability13,592 29,057 
Operating lease liabilities25,758 13,826 
Total liabilities172,252 179,075 
Commitments and contingencies (Note 7)00
Stockholders’ equity
Preferred stock, $0.0001 par value; 10,000 authorized, no shares issued and outstanding at March 31, 2022 and December 31, 2021— — 
Common stock, $0.0001 par value; 500,000 authorized; 239,858 and 238,578 issued and outstanding at March 31, 2022 and December 31, 2021, respectively24 24 
Additional paid-in capital1,065,181 1,036,104 
Accumulated deficit(817,496)(692,129)
Total stockholders’ equity247,709 343,999 
Total liabilities and stockholders’ equity$419,961 $523,074 
The accompanying notes are an integral part of these condensed consolidated financial statements.

7

6

CANOO INC.

Condensed Consolidated Statements of Operations (in thousands, except per share values)

Three and Nine Months Ended September 30, 2021 (unaudited)

    

Three months ended

Nine months ended

    

September 30, 

September 30, 

    

2021

    

2020

    

2021

    

2020

    

Revenue

$

$

2,550

$

$

2,550

Costs and Operating Expenses

 

  

 

 

  

 

Cost of revenue, excluding depreciation

670

670

Research and development expenses, excluding depreciation

 

59,387

 

18,923

 

158,033

52,858

Selling, general and administrative expenses, excluding depreciation

 

45,510

 

8,405

 

144,072

15,897

Depreciation

 

2,109

 

1,738

 

6,317

5,179

Total costs and operating expenses

 

107,006

 

29,736

 

308,422

 

74,604

Loss from operations

 

(107,006)

 

(27,186)

 

(308,422)

 

(72,054)

Other (expense) income

 

  

 

 

  

 

  

Interest income (expense)

 

33

 

(1,094)

79

(10,465)

Gain on extinguishment of debt

5,045

5,045

Gain on fair value change in contingent earnout shares liability

25,764

101,166

Loss on fair value change in private placement warrants liability

(1,639)

Other income (expense), net

 

334

 

(155)

160

(47)

Loss before income taxes

(80,875)

(23,390)

(208,656)

(77,521)

Provision for income taxes

Net loss and comprehensive loss

$

(80,875)

$

(23,390)

$

(208,656)

$

(77,521)

Per Share Data:

 

  

 

  

 

  

 

  

Net loss per share, basic and diluted

$

(0.35)

$

(0.20)

$

(0.92)

$

(0.82)

Weighted-average shares outstanding, basic and diluted

 

228,477

 

116,293

 

226,747

 

94,058

Condensed Consolidated Statements of Operations (in thousands, except per share values)
Three Months Ended March 31, 2022 and 2021 (unaudited)
Three months ended March 31,
20222021
Revenue$— $— 
Costs and Operating Expenses
Cost of revenue, excluding depreciation— — 
Research and development expenses, excluding depreciation82,487 39,319 
Selling, general and administrative expenses, excluding depreciation55,621 55,627 
Depreciation2,678 2,124 
Total costs and operating expenses140,786 97,070 
Loss from operations(140,786)(97,070)
Other (expense) income
Interest (expense) income(29)11 
Gain on fair value change in contingent earnout shares liability15,465 83,560 
Loss on fair value change in private placement warrants liability— (1,639)
Other (expense), net(17)(89)
Loss before income taxes(125,367)(15,227)
Provision for income taxes— — 
Net loss and comprehensive loss$(125,367)$(15,227)
Per Share Data:
Net loss per share, basic and diluted$(0.54)$(0.07)
Weighted-average shares outstanding, basic and diluted233,661 224,795 
The accompanying notes are an integral part of these condensed consolidated financial statements.

8

7

CANOO INC.

Condensed Consolidated Statement of Stockholders’ Equity (in thousands)

Three and Nine Months Ended September 30, 2021 (unaudited)

Additional

Total

Common stock

paid-in

Accumulated

stockholders’

    

Shares

Amount

capital

    

deficit

    

Equity

Balance as of December 31, 2020

 

235,753

$

24

$

910,579

$

(345,361)

$

565,242

Proceeds from exercise of public warrants

 

597

 

6,867

 

 

6,867

Repurchase of unvested shares – forfeitures

(118)

(2)

(2)

Issuance of shares for restricted stock units vested

 

1,230

 

 

 

Issuance of shares upon exercise of vested stock options

 

37

 

 

 

Stock-based compensation

 

 

45,146

 

 

45,146

Conversion of private placement warrants to public warrants

 

 

8,252

 

 

8,252

Net loss and comprehensive loss

 

 

 

(15,227)

 

(15,227)

Balance as of March 31, 2021

 

237,499

$

24

$

970,842

$

(360,588)

$

610,278

Repurchase of unvested shares – forfeitures

(56)

(2)

 

(2)

Issuance of shares for restricted stock units vested

114

Issuance of shares upon exercise of vested stock options

6

Stock-based compensation

25,514

25,514

Net loss and comprehensive loss

(112,554)

(112,554)

Balance as of June 30, 2021

237,563

$

24

$

996,354

$

(473,142)

$

523,236

Proceeds from exercise of public warrants

1

12

12

Repurchase of unvested shares – forfeitures

(391)

(3)

(3)

Issuance of shares for restricted stock units vested

418

Issuance of shares upon exercise of vested stock options

12

Stock-based compensation

19,098

19,098

Net loss and comprehensive loss

(80,875)

(80,875)

Balance as of September 30, 2021

 

237,603

$

24

$

1,015,461

$

(554,017)

$

461,468

Condensed Consolidated Statement of Stockholders’ Equity (in thousands)
Three Months Ended March 31, 2022 (unaudited)
Common stockAdditional
paid-in
capital
Accumulated
deficit
Total
stockholders’
Equity
SharesAmount
Balance as of December 31, 2021238,578 $24 $1,036,104 $(692,129)$343,999 
Repurchase of unvested shares – forfeitures(296)— (3)— (3)
Issuance of shares for restricted stock units vested584 — — — — 
Issuance of shares upon exercise of vested stock options20 — — — — 
Purchase of shares and warrants by VDL Nedcar972 — 8,400 — 8,400 
Stock-based compensation— — 20,680 — 20,680 
Net loss and comprehensive loss— — (125,367)(125,367)
Balance as of March 31, 2022239,858 $24 $1,065,181 $(817,496)$247,709 
The accompanying notes are an integral part of these condensed consolidated financial statements.

9

8

CANOO INC.

Condensed Consolidated Statement of Stockholders’ Deficit (in thousands)

Three and Nine Months Ended September 30, 2020 (unaudited)

Additional

Total

Common stock

paid-in

Accumulated

stockholders’

    

Shares

Amount

capital

    

deficit

    

deficit

Balance as of December 31, 2019

 

108,838

$

11

$

202,796

$

(258,675)

$

(55,868)

Issuance of shares upon exercise of unvested share options

 

424

 

 

 

Exchange and gain on extinguishment of related party convertible debt

 

 

8,264

 

 

8,264

Stock-based compensation

 

 

389

 

 

389

Net loss and comprehensive loss

 

 

 

(30,890)

 

(30,890)

Balance as of March 31, 2020

109,262

$

11

$

211,449

$

(289,565)

$

(78,105)

Repurchase of shares – forfeitures

(3,127)

(25)

(25)

Stock-based compensation

351

351

Net loss and comprehensive loss

(23,241)

(23,241)

Balance as of June 30, 2020

106,135

$

11

$

211,775

$

(312,806)

$

(101,020)

Repurchase of shares – forfeitures

(293)

(2)

(2)

Exchange and gain on extinguishment of related party convertible debt

36,521

36,521

Stock-based compensation

319

319

Net loss and comprehensive loss

(23,390)

(23,390)

Balance as of September 30, 2020

 

105,842

$

11

$

248,613

$

(336,196)

$

(87,572)

Condensed Consolidated Statement of Stockholders’ Equity (in thousands)
Three Months Ended March 31, 2021 (unaudited)
Common stockAdditional
paid-in
capital
Accumulated
deficit
Total
stockholders’
equity
SharesAmount
Balance as of December 31, 2020235,753 $24 $910,579 $(345,361)$565,242 
Proceeds from exercise of public warrants597 — 6,867 — 6,867 
Repurchase of unvested shares – forfeitures(118)— (2)— (2)
Issuance of shares for restricted stock units vested1,230 — — — — 
Issuance of shares upon exercise of vested stock options37 — — — — 
Stock-based compensation— — 45,146 — 45,146 
Conversion of private placement warrants to public warrants— — — 8,252 — 8,252 
Net loss and comprehensive loss— — — (15,227)(15,227)
Balance as of March 31, 2021237,499 $24 $970,842 $(360,588)$610,278 
The accompanying notes are an integral part of these condensed consolidated financial statements.

10

9

CANOO INC.

Condensed Consolidated Statements of Cash Flows (in thousands)

Nine Months Ended September 30, 2021 and 2020 (unaudited)

    

Nine months ended

September 30, 

    

2021

    

2020

Cash flows from operating activities:

 

  

 

  

Net loss

$

(208,656)

$

(77,521)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

Depreciation

 

6,317

 

5,179

Non-cash operating lease expense

 

774

 

471

Loss on the disposal of property and equipment

9

Debt discount amortization

2,590

Gain on extinguishment of debt

(5,045)

Stock-based compensation

89,758

1,059

Gain on fair value in contingent earnout shares liability

 

(101,166)

 

Loss on fair value change in private placement warrants liability

1,639

Changes in operating assets and liabilities:

 

 

Prepaids and other current assets

 

(8,915)

 

(3,186)

Other assets

(939)

726

Accounts payable

23,920

1,082

Accrued interest expense

7,927

Accrued expenses and other current liabilities

16,647

1,618

Net cash used in operating activities

 

(180,621)

 

(65,091)

Cash flows from investing activities:

 

  

 

  

Purchases of property and equipment

 

(73,976)

 

(1,209)

Prepayment to VDL Nedcar

(26,134)

Net cash used in investing activities

 

(100,110)

 

(1,209)

Cash flows from financing activities:

 

  

 

Proceeds from related party convertible debt

 

 

90,000

Proceeds from convertible debt

90,500

Loan advance

7,017

Repayments on loan advance

(57)

Proceeds from issuance of shares

3

Repurchase of restricted shares

(27)

Proceeds from exercise of public warrants

6,879

Repurchase of unvested shares

(7)

Payment of offering costs

(5,306)

(1,307)

Repayment of PPP loan

(6,943)

Net cash (used in) provided by financing activities

 

(5,377)

 

186,129

Net (decrease) increase in cash, cash equivalents, and restricted cash

 

(286,108)

 

119,829

Cash, cash equivalents, and restricted cash

 

  

 

  

Cash, cash equivalents, and restricted cash, beginning of period

 

702,422

 

29,507

Cash, cash equivalents, and restricted cash, end of period

$

416,314

$

149,336

Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets

 

  

 

  

Cash and cash equivalents at end of period

$

414,904

$

148,836

Restricted cash at end of period

 

1,410

 

500

Total cash, cash equivalents, and restricted cash at end of period shown in the condensed consolidated statements of cash flows

$

416,314

$

149,336

Supplemental non-cash investing and financing activities

 

  

 

  

Acquisition of property and equipment included in current liabilities

$

46,774

$

4,137

Offering costs included in accounts payable

$

8,001

$

Offering costs included in accrued and other current liabilities

$

$

2,254

Recognition of operating lease right-of-use asset

$

2,362

$

Conversion of private placement warrants to public warrants

$

8,252

$

Exchange of convertible debt

$

$

291,309

Gain on extinguishment of related party convertible debt recorded in additional paid-in capital

$

$

44,785

Issuance of long-term debt in exchange for loan advance

$

$

7,017

Supplemental disclosures of cash flow information

 

  

 

  

Cash paid for interest

$

60

$

Condensed Consolidated Statements of Cash Flows (in thousands)
Three Months Ended March 31, 2022 and 2021 (unaudited)
Three months ended
March 31,
20222021
Cash flows from operating activities:
Net loss$(125,367)$(15,227)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation2,678 2,124 
Non-cash operating lease expense439 (584)
Stock-based compensation20,680 45,146 
Gain on fair value in contingent earnout shares liability(15,465)(83,560)
Loss on fair value change in private placement warrants liability— 1,639 
Changes in operating assets and liabilities:
Prepaids and other current assets(998)(9,176)
Other assets(1,176)253 
Accounts payable, accrued expenses and other current liabilities(1,128)5,366 
Other long-term liabilities— 71 
Net cash used in operating activities(120,337)(53,948)
Cash flows from investing activities:
Purchases of property and equipment(28,442)(12,108)
Return of prepayment to VDL Nedcar30,440 — 
Net cash provided by (used in) investing activities1,998 (12,108)
Cash flows from financing activities:
Proceeds from exercise of public warrants— 6,867 
Withholding for employee stock purchase plan1,174 — 
Repurchase of unvested shares(3)(2)
Payment of offering costs(100)(1,306)
Proceeds from the purchase of shares and warrants by VDL Nedcar8,400 — 
Net cash provided by financing activities9,471 5,559 
Net decrease in cash, cash equivalents, and restricted cash(108,868)(60,497)
Cash, cash equivalents, and restricted cash
Cash, cash equivalents, and restricted cash, beginning of period227,492 702,422 
Cash, cash equivalents, and restricted cash, end of period$118,624 $641,925 
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets
Cash and cash equivalents at end of period$104,926 $641,925 
Restricted cash, current at end of period3,448 — 
Restricted cash, non-current at end of period$10,250 $— 
Total cash, cash equivalents, and restricted cash at end of period shown in the condensed consolidated statements of cash flows$118,624 $641,925 
Supplemental non-cash investing and financing activities
Acquisition of property and equipment included in current liabilities$48,149 $8,189 
Offering costs included in current liabilities$982 $12,001 
Recognition of operating lease right-of-use asset$13,058 $1,171 
Conversion of private placement warrants to public warrants$— $8,252 
The accompanying notes are an integral part of these condensed consolidated financial statements.

11

10

CANOO INC.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, unless otherwise stated) (unaudited)

1. Organization and Business

Canoo Inc. (“Canoo” or the “Company”) is a mobility technology company with a mission to bring electric vehicles (“EVs”)EVs to everyone. The Company hasWe have developed a breakthrough EV platform that it believeswe believe will enable itus to rapidly innovate, and bring new products addressing multiple use cases to market faster than itsour competition and at a lower cost.

Business Combination

On December 21, 2020 (the “Closing Date”), Hennessy Capital Acquisition Corp. IV (“HCAC”) consummated the previously announced merger pursuant to that certain Merger Agreement and Plan of Reorganization, dated August 17, 2020 (the “Merger Agreement”), by and among HCAC, HCAC IV First Merger Sub, Ltd., an exempted company incorporated with limited liability in the Cayman Islands and a direct, a wholly owned subsidiary of HCAC (“First Merger Sub”), EV Global Holdco LLC (f/k/a HCAC IV Second Merger Sub, LLC), a Delaware limited liability company and a direct, wholly owned subsidiary of HCAC (“Second Merger Sub”), and Canoo Holdings Ltd., an exempted company incorporated with limited liability in the Cayman Islands (“Legacy Canoo”). Pursuant to the terms of the Merger Agreement, a business combination between HCAC and Legacy Canoo was effected through the merger of (a) First Merger Sub with and into Legacy Canoo, with Legacy Canoo surviving as a wholly-owned subsidiary of HCAC (Legacy Canoo, in its capacity as the surviving corporation of the merger, the “Surviving Corporation”) and (b) the Surviving Corporation with and into Second Merger Sub, with Second Merger Sub being the surviving entity, which ultimately resulted in Legacy Canoo becoming a wholly-owned direct subsidiary of HCAC (all transactions collectively, the “Business Combination”).

On the Closing Date, and in connection with the closing of the Business Combination, HCAC changed its name to Canoo Inc. and the Company’s common stock began trading on The Nasdaq Global Select Market under the ticker symbol GOEV.

The financial statements included in this report reflect (i) the historical operating results of Legacy Canoo prior to the Business Combination; (ii) the combined results of HCAC and Legacy Canoo following the closing of the Business Combination; (iii) the assets and liabilities of Legacy Canoo at their historical cost; and (iv) the Company’s equity structure for all periods presented.

Recent Developments


On June 16, 2021,February 17, 2022, the Company andexecuted a settlement agreement under which VDL Nedcar B.V. (“("VDL Nedcar”Nedcar") entered into a binding term sheet foragreed to refund the prepayment of $30.4 million to the Company in relation to the termination of the vehicle contract manufacturing (the “Term Sheet”).term sheet and to purchase, indirectly through its related company Tessa Beheer B.V., 972,222 shares of Common Stock at the market price as of December, 14 2021 for an aggregate purchase price equal to $8.4 million and one warrant to purchase in the aggregate up to 972,222 shares of Common Stock at exercise prices ranging from $18 to $40 per share. On July 1, 2021,February 23, 2022, the Company made a $30.4 million pre-payment to VDL Nedcar pursuant to the Term Sheet, which was classified as an investing outflow in the accompanying condensed statement of cash flows. During the three months ended September 30, 2021, VDL Nedcar utilized $4.3 million ofreceived the prepayment to purchase property and equipment on behalf of the Company.  The remaining $26.1 millionin full, which is classified as a long-term asset in Other Assetsincluded within cash flows from investing activities in the accompanying condensed consolidated balance sheet asstatement of September 30, 2021.

cash flows for the three months ended March 31, 2022. In addition, on February 22, 2022, we received the $8.4 million in consideration for the shares and the warrant.

2. Basis of Presentation and Summary of Significant Accounting Policies

These unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and accounting principles generally accepted in the United States (“GAAP”) for interim reporting. Accordingly, certain notes or other information that are normally required by GAAP have been omitted if they substantially duplicate the disclosures contained in the Company’s annual audited consolidated financial statements. Accordingly, the unaudited condensed consolidated financial statements should be read in connectionconjunction with the Company’s audited financial statements and related notes as of and for the year ended December 31, 20202021, included in the Company's Annual Report on Form 10-K (“Annual Report on Form 10-K”). Results of operations reported for interim periods are not necessarily indicative of results for the entire year. In the opinion of management, the Company has made all adjustments

12

necessary to present fairly its condensed consolidated financial statements for the periods presented. Such adjustments are of a normal, recurring nature. The Company’s financial statements have been prepared under the assumption that the Company will continue as a going concern, which contemplates the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future.

The accompanying unaudited condensed consolidated financial statements include the results of the Company and its subsidiaries. The Company’s comprehensive loss is the same as its net loss.

Except for any updates below, no material changes have been madeoccurred with respect to the Company’s significant accounting policies disclosed in Note 2 of the Notes to the Consolidated Financial Statements in Part II, Item 8 of the Annual Report on Form 10-K.

Retroactive Application

Liquidity and Capital Resources
As of Recapitalization

March 31, 2022, the Company’s principal source of liquidity is its unrestricted cash balance in the amount of $104.9 million. The Business Combination on December 21, 2020 was accounted for as a recapitalizationCompany has incurred losses since inception and had negative cash flow from operating activities of equity structure. Pursuant to GAAP, the Company retrospectively recasted the weighted-average shares included within its condensed consolidated statements of operations$120.3 million for the three and nine months ended September 30, 2020. Legacy Canoo redeemable convertible preference shares – Angel Series (“Angel Shares”)March 31, 2022. The Company expects to continue to incur net losses and Legacy Canoo redeemable convertible preference shares – Seed Series (“Seed Shares”) were convertednegative cash flows from operating activities in accordance with its operating plan and expects that both capital and operating expenditures will increase significantly in connection with its ongoing activities. As previously disclosed in our 2021 Form 10-K, management planned to Legacy Canoo A series redeemable convertible preference sharesraise additional capital through a combination of debt financing, other non-dilutive financing and/or equity financing and later were exchanged into Legacy Canoo ordinary shares. The basicto the extent unsuccessful at doing so, management had the intent and diluted weighted-average Legacy Canoo ordinary shares are retroactively convertedability to sharesuse its discretion to delay, scale back, or abandon future expenditures. As of the date of the filing of this Form 10-Q, securing additional financing is in progress, as discussed in Note 14, and as such management has delayed taking actions to delay, scale back, or abandon future expenditures. As such, management’s actions to preserve an adequate level of liquidity for a period extending twelve months from the date of the filing of this Form 10-Q are no longer sufficient on their own

11

without additional financing, to mitigate the conditions raising substantial doubt about the Company’s common stockability to conformcontinue as a going concern.
As an early-stage growth company, the Company’s ability to access capital is critical. Although management continues to explore raising additional capital through a combination of debt financing, other non-dilutive financing and/or equity financing to supplement the recastedCompany’s capitalization and liquidity, management cannot conclude as of the date of this filing that its plans are probable of being successfully implemented. The condensed consolidated statementsinterim financial information does not include any adjustments that might result from the outcome of stockholders' equity (deficit). The following table summarizesthis uncertainty.
We believe substantial doubt exists about the weighted-average common stockCompany’s ability to continue as a going concern for twelve months from the date of the Company, basic and diluted for the three and nine months ended September 30, 2020 after factoring all retroactive applicationissuance of recapitalization.

12/21/20

    

    

    

    

Weighted

Merger

Recapitalized

Days

Average

As

Conversion

Common

Outstanding

% of

Common

Date

Description

Calculated

Ratio

Stock

in 2020

weighting

Shares

3 months ended 9/30/2020

Weighted-average shares, basic and diluted

8,997,164

1.24

11,151,398

100

%  

11,151,398

12/31/2018

 

Angel Shares

 

51,316,627

 

92

 

100

%  

51,316,627

3/4/2019

 

Seed Shares

 

11,107,496

 

92

 

100

%  

11,107,496

5/6/2019

 

Seed Shares

 

11,107,495

 

92

 

100

%  

11,107,495

8/16/2020

Convertible Debt

63,219,362

46

50

%  

31,609,681

 

116,292,697

12/21/20

    

    

    

    

Weighted

As

Merger

Recapitalized

Days

Average

Previously

Conversion

Common

Outstanding

% of

Common

Date

Description

Reported

Ratio

Stock

in 2020

weighting

Shares

9 months ended 9/30/2020

Weighted-average shares, basic and diluted

7,997,527

1.24

9,912,414

100

%  

9,912,414

12/31/2018

 

Angel Shares

 

51,316,627

 

274

 

100

%  

51,316,627

3/4/2019

 

Seed Shares

 

11,107,496

 

274

 

100

%  

11,107,496

5/6/2019

 

Seed Shares

 

11,107,495

 

274

 

100

%  

11,107,495

8/16/2020

Convertible Debt

63,219,362

46

17

%  

10,613,470

 

94,057,501

our financial statements.

13

COVID-19

COVID-19

Beginning in the first quarter of 2021, there has been increasing availability and administration of vaccines against COVID-19 in many parts of the world, as well as an easing of restrictions on social, business, travel and government activities and functions. On the other hand, virusVirus variants, infection rates and regulations continue to fluctuate in various regions of the world and there are ongoing global impacts resulting from the pandemic, including challenges and increases in costs for logistics and supply chains and intermittent supplier delays. TheAs a result of COVID-19, the Company has also previously been affected by temporary facility closures, employment and compensation adjustments, and impediments to administrative activities supporting its product research and development.

Ultimately, the Company cannot predict the duration or severity of the COVID-19 pandemic or any variant thereof. The Company will continuecontinues to monitor macroeconomic conditions to remain flexible and to optimize and evolve its business as appropriate. To do this, the Company plans to project demand and infrastructure requirements globally and to deploy its workforce and other resources accordingly.

Fair Value of Financial Instruments

The Company applies the provisions of ASC 820, Fair Value Measurements and Disclosures, which provides a single authoritative definition of fair value, sets out a framework for measuring fair value and expands on required disclosures about fair value measurement. Fair value represents the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company uses the following hierarchy in measuring the fair value of the Company’s assets and liabilities, focusing on the most observable inputs when available:

Level 1  Quoted prices in active markets for identical assets or liabilities.
Level 2  Observable inputs other than Level 1 quoted prices, such as quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active for identical or similar assets and liabilities, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 Valuations are based on inputs that are unobservable and significant to the overall fair value measurement of the assets or liabilities. Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

14

Level 1 Quoted prices in active markets for identical assets or liabilities.
Level 2 Observable inputs other than Level 1 quoted prices, such as quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active for identical or similar assets and liabilities, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The following table summarizes the Company’s assets and liabilities that are measured at fair value

12

on a recurring basis as required by ASC 820, by level, within the fair value hierarchy as of September 30, 2021March 31, 2022 and December 31, 20202021 (in thousands):

March 31, 2022
Fair ValueLevel 1Level 2Level 3
Assets
Money Market Funds$118,624$118,624$$
Liability
Contingent earnout shares liability$13,592$$$13,592

September 30, 2021

    

Fair Value

    

Level 1

    

Level 2

    

Level 3

Assets

 

  

 

  

 

  

 

  

Money Market Funds

$

416,314

$

416,314

$

$

Liability

 

  

 

  

 

  

 

  

Contingent earnout shares liability

$

32,337

$

$

$

32,337

December 31, 2020

    

Fair Value

    

Level 1

    

Level 2

    

Level 3

Assets

 

  

 

  

 

  

 

  

Money Market Funds

$

702,422

$

702,422

$

$

Liability

 

 

  

 

  

 

  

Contingent earnout shares liability

$

133,503

$

$

$

133,503

Private placement warrants liability

$

6,613

$

$

6,613

$

As described in Note 8, in connection with the Company’s agreement with Panasonic, there is a standby letter of credit of $0.8 million at September 30 2021 which is included in restricted cash.

December 31, 2021
Fair ValueLevel 1Level 2Level 3
Assets
Money Market Funds$227,492 $227,492 $— $— 
Liability
Contingent earnout shares liability$29,057 $— $— $29,057 
The letter of credit has a two-year term and will not be drawn upon unless the Company fails to make its invoice payments. Further, as of September 30, 2021, the company had $0.6 million in refundable customer deposits included in restricted cash.

As described in Note 11, the Company has a contingent obligation to issue 15.0 million shares of the Company’s common stock to certain stockholders and employees upon the achievement of certain market share price milestones within specified periods following the Business Combination (the “Earnout Shares”). Upon the occurrence of a bankruptcy or liquidation, any unissued Earnout Shares would be fully issued regardless of whether the share price target has been met.

The Earnout Shares are accounted for as a contingent liability and its fair value is determined using Level 3 inputs, since estimating the fair value of this contingent liability requires the use of significant and subjective inputs that may and are likely to change over the duration of the liability with related changes in internal and external market factors. The tranches were valued using the Monte Carlo simulation of the stock prices based on historical and implied market volatility of the Company and a peer group of public companies.

Additionally, as described in Note 13, the private placement warrants that were outstanding were converted to public warrants on March 2, 2021. The private placement warrants were accounted for as a liability and its fair value is determined using Level 2 inputs, since the Company’s public warrants are actively traded and the Company’s private placement warrants have terms and provisions that are identical to those of the public warrants.

Following is a summary of the change in fair value of contingent Earnout Shares liability and private placement warrantsearnout shares liability for the ninethree months ended September 30, 2021March 31, 2022 (in thousands).

Earnout Shares Liability

Beginning fair value at December 31, 2020

$

133,503

Change in fair value during the period

(101,166)

Ending fair value at September 30, 2021

$

32,337

15

Beginning fair value at December 31, 2021$29,057 
Change in fair value during the period(15,465)
Ending fair value at March 31, 2022$13,592 

Private Placement Warrants Liability

Beginning fair value at December 31, 2020

$

6,613

Change in fair value during the period

1,639

Conversion of private placement warrants to public warrants

(8,252)

Ending fair value at September 30, 2021

$

3.    Immaterial correction of prior period financial statements

Subsequent to issuance of the Company’s Annual Report on Form 10-K for the year-ended December 31, 2020, on April 12, 2021, the SEC Division of Corporation of Finance released Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “Statement”). Upon review and analysis of the Statement, management determined that the Company’s private placement warrants issued in connection with HCAC's IPO on March 5, 2019 do not meet the scope exception from derivative accounting prescribed by ASC 815-40, Contracts in Entity’s Own Equity. Accordingly, the private placement warrants should have been recognized by the Company at fair value as of the Closing Date and classified as a liability, rather than equity in the Company’s previously reported consolidated balance sheet as of December 31, 2020. Thereafter, the change in fair value of the outstanding private placement warrants should have been recognized as a gain (loss) within other (expense) income each reporting period in the Company’s consolidated statement of operations. The fair value of the private placement warrants as of the Closing Date on December 21, 2020 and December 31, 2020 amounted to $9.7 million and $6.6 million, respectively. The change in fair value from the Closing Date through December 31, 2020 amounted to a gain of $3.1 million.

The impact of the misstatement as of December 31, 2020 resulted in an understatement of the private placement warrants liability of $6.6 million, and an overstatement of accumulated deficit and additional paid-in capital of $3.1 million and $9.7 million, respectively.  

Accordingly, management is correcting the relevant financial statements and related footnotes as of December 31, 2020 within these condensed consolidated financial statements. Management has evaluated the materiality of these misstatements based on an analysis of quantitative and qualitative factors and concluded they were not material to the prior period financial statements, individually or in aggregate.

The following tables reflect the impact of the immaterial correction on the Company’s previously reported consolidated balance sheet as of December 31, 2020 (in thousands):

As of December 31, 2020

    

As Previously

    

Warrants

    

Reported

Adjustments

As Corrected

Consolidated Balance Sheet

Private placement warrants liability

 

 

6,613

 

6,613

Total liabilities

 

181,615

 

6,613

 

188,228

Stockholders' equity (deficit)

 

  

 

  

 

  

Additional paid in capital

 

920,324

 

(9,745)

 

910,579

Accumulated deficit

 

(348,493)

 

3,132

 

(345,361)

Total stockholders' equity (deficit)

 

571,855

 

(6,613)

 

565,242

4. Recent Accounting Pronouncements

Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”), in the form of Accounting Standards Updates (“ASUs”), to the FASB’s Accounting Standards Codification.

The Company considers the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be either not applicable or are expected to have immaterial impact on the Company’s condensed consolidated financial position, results of operations or cash flows.

16

Recently Issued Accounting Pronouncements Not Yet Adopted

In August 2020, the FASB issued ASU No. 2020-06 Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40). The objective of the amendments in this ASU is to address issues identified as a result of the complexity associated with applying GAAP for
13

certain financial instruments with characteristics of liabilities and equity. The amendments in this ASU reduce the number of accounting models for convertible debt instruments and redeemable convertible preference shares. For convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital, the embedded conversion features no longer are separated from the host contract. The amendments in the ASU are effective for public business entities for fiscal years beginning after December 15, 2021, including interim periods therein. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years.years. The Company is currently evaluating this guidanceadopted the new standard during the three months ended March 31, 2022. The adoption of the new standard did not have a material impact to determine the impact it may have on theour condensed consolidated financial statements.

In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt - ModificationsModifications and Extinguishments (Subtopic 470-50), Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options ("ASU No. 2021-04"). This ASU provides a principles-based framework for issuers to account for a modification or exchange of freestanding equity-classified written call options. The provisions of the ASU are effective for annual periods beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating this guidanceadopted the new standard during the three months ended March 31, 2022. The adoption of the new standard did not have a material impact to determine the impact it may have on theour condensed consolidated financial statements.

In November 2021, the FASB issued ASU No.

2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance, which amends the guidance on accounting for government assistance and requires business entities to disclose information about certain government assistance they receive. The disclosures include information around the nature of the assistance, the related accounting policies used to account for government assistance, the effect of government assistance on the entity’s financial statements, and any significant terms and conditions of the agreements, including commitments and contingencies. The amendments are effective for fiscal years beginning after December 15, 2021, and only impacts annual financial statement footnote disclosures. The Company adopted the new standard during the three months ended March 31, 2022, and the impact of our government assistance transactions within the scope of this standard will be included within our annual financial statement footnote disclosures for year ended December 31, 2022.
4. Prepaids and other current assets
Prepaids and other current assets consisted of the following (in thousands):
March 31, 2022December 31, 2021
Receivable from VDL Nedcar$— $30,440 
Deferred battery supplier cost18,300 18,300 
Short term deposits4,325 7,030 
Prepaid expense11,186 4,865 
Other current assets562 3,179 
Prepaids and other current assets$34,373 $63,814 
14

5. Property and Equipment, net

Property and equipment, net consisted of the following (in thousands):

September 30, 

December 31, 

    

2021

    

2020

Machinery and equipment

$

14,823

$

15,292

Computer hardware

 

4,458

 

2,464

Computer software

 

7,409

 

5,159

Vehicles

 

298

 

63

Furniture and fixtures

 

740

 

519

Leasehold improvements

14,932

14,559

Construction-in-progress

 

117,437

 

5,283

 

160,097

 

43,339

Less: Accumulated depreciation

 

(19,230)

 

(12,913)

Property and equipment, net

$

140,867

$

30,426

March 31,
2022
December 31,
2021
Machinery and equipment$21,184 $18,040 
Computer hardware7,313 6,161 
Computer software7,955 7,837 
Vehicles325 267 
Furniture and fixtures742 742 
Leasehold improvements14,939 14,939 
Construction-in-progress195,769 176,162 
248,227 224,148 
Less: Accumulated depreciation(24,512)(21,834)
Property and equipment, net$223,715 $202,314 
Construction-in-progress is primarily related to the development of manufacturing lines as well as equipment and tooling necessary in the production of the Company’s vehicles. Completed tooling assets will be transferred to their respective asset classes and depreciation will begin when an asset is ready for its intended use. As of September 30, 2021,March 31, 2022, manufacturing has not begun and therefore no depreciation on toolingconstruction-in-progress has been recognized to date.

Depreciation expense for property and equipment was $2.1$2.7 million and $6.3$2.1 million for the three and nine months ended September 30,March 31, 2022 and 2021, respectively. Depreciation expense for property and equipment was $1.7 million and $5.2 million for the three and nine months ended September 30, 2020, respectively.

17

6. Accrued Expenses and Other Current Liabilities

Accrued expenses consisted of the following (in thousands):

September 30, 

December 31, 

    

2021

    

2020

Accrued property and equipment purchases

$

16,132

$

3,992

Accrued research and development purchases

 

8,831

 

2,420

Accrued professional fees

 

11,914

 

1,386

Other accrued expenses

6,511

2,827

Total accrued expenses

$

43,388

$

10,625

March 31,
2022
December 31,
2021
Accrued property and equipment purchases$9,859 $34,375 
Accrued research and development costs18,716 23,994 
Accrued professional fees13,747 9,239 
Accrued battery supplier costs— 10,000 
Other accrued expenses9,650 6,317 
Total accrued expenses$51,972 $83,925 
7. Long-term debt

On July 7, 2020, Legacy Canoo entered into a promissory note for loan proceeds under the Paycheck Protection Program (the “PPP”) (the “PPP Loan”) administered by the Small Business Administration (“SBA”) established under Division A, Title I of the CARES Act. Loan advance proceeds were received by the Company in April 2020, and therefore were accounted for as a financing cash inflow in the condensed consolidated statement of cash flows for the nine months ended September 30, 2020.

The PPP provides for loans to qualifying businesses for amounts up to 2.5 times the average monthly payroll expenses of the business, subject to certain limitations. The Company used the PPP Loan proceeds for purposes consistent with the provisions of the PPP. On May 14, 2021, the Company repaid its PPP Loan in full, which was accounted for as a financing cash outflow in the condensed consolidated statement of cash flows for the nine months ended September 30, 2021.

8. Commitments and Contingencies

Commitments

Refer to Note 98 for information regarding operating lease commitments.

In connection with the Company’s Sales Agreement (the “Sales Agreement”) with Panasonic Industrial Devices Salescommencement of the Company's Bentonville, Arkansas lease in February 2022, the Company of America, a Division of Panasonic Corporation of America (“PIDSA”) and Sanyo Electric Co. Ltd., acting through its Mobility Energy Business Division (“SANYO”, and together with PIDSA, “Panasonic”), there isissued a standby letter of credit of $0.8$9.5 million which is included in restricted cash, non-current within the accompanying condensed consolidated balance sheet as of September 30, 2021. ThisMarch 31, 2022. The letter of credit has a five year term and will not be drawn upon unless the Company fails to make its invoice payments.

15

Legal Proceedings

From time to time, the Company may become subject to legal proceedings, claims and litigation arising in the ordinary course of business. Some of these claims, lawsuits and other proceedings may involve highly complex issues that are subject to substantial uncertainties, and could result in damages, fines, penalties, non-monetary sanctions or relief.

On April 2, 2021 and April 9, 2021, the Company was named as a defendant in putative class action complaints filed in California on behalf of individuals who purchased or acquired shares of the Company’s stock during a specified period. Through the complaint, plaintiffs are seeking, among other things, compensatory damages. On June 25, 2021, the Company was named as a nominal defendant in a stockholder derivative complaint filed in Delaware. Through the stockholder derivative complaint, the plaintiff is asserting claims against certain of the Company’s current and former officers and directors and seeking, among other things, damages. The final determinations of liability arising from these litigation matters will only be made following comprehensive investigations and litigation processes.

In addition, on April 29, 2021, the SEC’s Division of Enforcement advised that it has opened an investigation related to, among other things, HCAC’s initial public offering, HCAC’s merger with the Company and the concurrent

18

PIPE offering, historical movements in the Company, the Company’s operations, business model, revenues, revenue strategy, customer agreements, earnings, and other related topics, along with the recent departures of certain of the Company’s officers. The SEC has informed the Company that its current investigation is a fact-finding inquiry. The SEC has also informed the Company that the investigation does not indicate that it has concluded that anyone has violated the law, and does not indicate that it has a negative opinion of any person, entity or security. We are providing the requested information and cooperating fully with the SEC investigation.

At this time, the Company does not consider any such claims, lawsuits or proceedings that are currently pending, individually or in the aggregate, including the matters referenced above, to be material to the Company’s business or likely to result in a material adverse effect on its future operating results, financial condition or cash flows should such proceedings be resolved unfavorably.

Indemnifications

In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to vendors, lessors, investors, directors, officers, employees and other parties with respect to certain matters, including, but not limited to, losses arising out of the Company’s breach of such agreements, services to be provided by the Company, or from intellectual property infringement claims made by third-parties. These indemnifications may survive termination of the underlying agreement and the maximum potential amount of future payments the Company could be required to make under these indemnification provisions may not be subject to maximum loss clauses. The Company provided indemnifications to certain of its officers and employees with respect to claims filed by a former employer.

9.employee.

8. Operating Leases

On February 28, 2018, Legacy Canoo, via a wholly owned subsidiary,

    Arkansas Facility Lease

During the first quarter of 2022, the Company entered into a real estate lease for an officeits industrialization facility in Torrance, California (“Torrance lease”Bentonville, Arkansas ("Bentonville lease") with an entity controlled by certain investors of Legacy Canoo, which was assigned to another entity controlled by certain investors of Legacy Canoo on April 30, 2018.. The original lease term is 1510 years and commenced on April 30, 2018. During the first quarter of 2021, the Company entered into a separateFebruary 1, 2022.
The Bentonville lease forcontains an office facility in Justin, Texas (“Justin lease”) with an entity controlled by the Executive Chairman and Chief Executive Officer of the Company. The original lease term is 5 years 3 months, commencing on January 1, 2021. Effective July 30, 2021, the Company amended its Justin lease to extend the leased square footage for the duration of the arrangement term. The Torrance and Justin leases (collectively referred to herein as the “leases”) contain a 3% per annum escalation clause.

In June 2021, the Torrance lease property was sold to a non-related party lessor. The change in lessor did not impact the terms and conditions of the Torrance lease. As such, payments made to the new landlord after June 2021 will not be considered as a related party lease expense.

The Torrance lease and Justin lease contain the option to extend the terms of the leasesterm for 2 additional 60-month periods10 years and 1 additional 60-month period, respectively, commencing when the prior term expires.is classified as an operating lease. At the inception of each of the leases,lease, it was not reasonably certain we would exercise any of the options to extend the term of the leases. There were no changes to that assessment as of September 30, 2021.

The Company has determined that the leases do not effectively transfer control of the underlying facilities torent payments made by the Company based onunder the Bentonville lease terms and, accordingly, the Company has classified the leases as operating leases. As such, the rent and property taxes are expensed on a straight-line basis in the condensed consolidated statements of operations.

Lease Portfolio
The Company used judgment in determining an appropriate incremental borrowing rate to calculate the operating
lease right-of-use asset and operating lease liability. The weighted average discount rate used was 7.04%. As of March 31, 2022, the remaining operating lease ROU asset and operating lease liability were approximately $26.8 million and $27.4 million, respectively. As of December 31, 2021, the operating lease ROU asset and operating lease liability were
16

approximately $14.2 million and $14.6 million, respectively. As of March 31, 2022 and December 31, 2021, $1.6 million and $0.8 million, respectively, of the lease liability was determined to be short term and was included in accrued expenses and other current liabilities within the condensed consolidated balance sheets.
Related party lease expense related to these leases waswere $0.1 million and $1.2$0.5 million for the three and nine months ended September 30,March 31, 2022 and 2021, respectively. Related party lease expense related to these operating leases was $0.4 million and $1.3 million for the three and nine months ended September 30, 2020, respectively.

19

The weighted average remaining lease term at September 30, 2021March 31, 2022 and December 31, 20202021 was 10.910.2 years and 12.310.7 years, respectively.

Maturities of the Company’s operating lease liabilities at September 30, 2021March 31, 2022 were as follows (in thousands):

Operating
Lease
2022 (excluding the three months ended March 31, 2022)$2,594 
20233,548 
20243,655 
20253,764 
20263,577 
Thereafter21,967 
Total lease payments39,105 
Less: imputed interest(1)
11,742 
Present value of operating lease liabilities
27,363 
Current portion of operating lease liabilities(2)
1,605 
Operating lease liabilities, net of current portion$25,758 
__________________________
(1)

Operating 

    

Lease

2021 (excluding the nine months ended September 30, 2021)

$

467

2022

 

1,909

2023

 

1,966

2024

 

2,025

2025

 

2,085

Thereafter

 

14,194

Total lease payments

 

22,646

Less: imputed interest(1)

 

7,852

Present value of operating lease liabilities

 

14,794

Current portion of operating lease liabilities(2)

 

762

Operating lease liabilities, net of current portion

$

14,032

Calculated using the incremental borrowing rate
(2)Included within Accrued expenses and other current liabilities line item on the Condensed Consolidated Balance Sheet.
Michigan Facility Lease
On October 20, 2021, the Company entered into an agreement for a facility lease for which we did not have control of the underlying assets as of March 31, 2022. Accordingly, we did not record the lease liability and ROU asset within the condensed consolidated balance sheets. The lease is for additional office and research and development spaces located in Auburn Hills, Michigan. We expect the lease commencement date to begin in the second quarter of fiscal year 2022 with a lease term of approximately 11 years from the commencement date and one option to extend the lease by a term of 5 years. The total minimum lease payments over the initial lease term is $12.7 million.
(1)Calculated using the incremental borrowing rate
(2)Included within Accrued expenses and other current liabilitiesline item on the Condensed Consolidated Balance Sheet.

10.9. Related Party Transactions

On November 25, 2020, Legacy Canoo entered into an agreement, which remains in effect, with Tony Aquila, Executive ChairmanChair and Chief Executive Officer (“CEO”) of the Company, to reimburse Mr. Aquila for certain air travel expenses based on certain agreed upon criteria (“aircraft reimbursement”). The total aircraft reimbursement to Mr. Aquila for the use of an aircraft owned by Aquila Family Ventures, LLC (“AFV”), an entity controlled by Mr. Aquila, for the purposes related to the business of the Company was approximately $0.5$0.4 million and $1.5$0.6 million for the three and nine months ended September 30,March 31, 2022 and 2021, respectively.

11. Contingent Earnout Shares Liability

As part of In addition, certain AFV staff provided the Business Combination, certain stockholders and employees are entitled to additional consideration in the form of Earnout Shares of the Company’s common stock to be issued when the Company’s common stock’s price achieves certain market share price milestones within specified periods following the Business Combination on December 21, 2020. The Earnout Shares do not have employment requirement and will be issued in tranches based on the following conditions:

1.If the closing share price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within any consecutive 30-trading day period prior to the two-year anniversary of the Closing Date (“$18 Milestone”), then the Company is required to issue an aggregate of 5.0 million shares of its common stock to holders with the contingent right to receive Earnout Shares. These Earnout Shares may instead be issued in the event of a Change of Control (as defined in the Merger Agreement) prior to the two-year anniversary of the Closing Date if the per share consideration in such transaction is at least $18.
2.If the closing share price of the Company’s common stock equals or exceeds $25.00 per share for any 20 trading days within any consecutive 30-trading day period prior to the four-year anniversary of the Closing Date (“$25 Milestone”), then the Company is required to issue an aggregate of 5.0 million shares of its common stock to holders with the contingent right to receive Earnout Shares. These Earnout Shares may instead be issued in the event of a Change of Control (as defined in the Merger Agreement) prior to the four-year anniversary of the Closing Date if the per share consideration in such transaction is at least $25.

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3.If the closing share price of the Company’s common stock equals or exceeds $30.00 per share for any 20 trading days within any consecutive 30-trading day period prior to the five-year anniversary of the Business Combination Closing Date (“$30 Milestone”), then the Company is required to issue an aggregate of 5.0 million shares of its common stock to holders with the contingent right to receive Earnout Shares. These Earnout Shares may instead be issued in the event of a Change of Control (as defined in the Merger Agreement) prior to the five-year anniversary of the Closing Date if the per share consideration in such transaction is at least $30.

Pursuant to the guidance under ASC 815, Derivatives and Hedging, the right to Earnout Shares was classified as a Level 3 fair value measurement liability, and the increase or decrease in the fair value during the reporting period is recognized as other expense or other income in the condensed consolidated statement of operations accordingly. The fair value of the Earnout Shares liability was estimated using the Monte Carlo simulation of the stock prices based on historical and implied market volatility of a peer group of public companies.

As of December 21, 2020, the initial fair value of the Earnout Shares liability was recognized at $248.9 million with a corresponding reduction from the additional paid-in capital in stockholders’ (deficit) equity. As of September 30, 2021 and December 31, 2020 the fair value of the Earnout Shares liability was estimated to be $32.3 million and $133.5 million, respectively. The Company recognized a gain on the fair value change in Earnout Shares liability of $25.8 million and $101.2 million as other income (expense)shared services support in its condensed consolidated statement of operationsJustin, Texas corporate office facility. For the three months ended March 31, 2022, the Company paid AFV approximately$0.2 million for these services. There were no payments made to AFV for these services for the three and nine months ended September 30, 2021, respectively.

March 31, 2021.

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12.

10. Stock-based Compensation

On the Closing Date of the Business Combination, the Legacy Canoo 2018 Employee Stock Option Plan (“Legacy Canoo 2018 Equity Plan”) was converted to the Company’s 2018 Employee Stock Option and Grant Plan (“2018 Equity Plan”) with the Legacy Canoo ordinary shares authorized for issuance pursuant to previously issued awards converted at the Exchange Ratio of 1.239434862 to the Company’s common stock and the exercise price per option and purchase price per restricted shares decreased proportionately by the same conversion ratio. See additional discussion on the retroactive application of recapitalization in Note 2 of the Notes to the Consolidated Financial Statements in Part II, Item 8 of the Annual Report on Form 10-K.

Stock Options

Employees are eligible to be granted options to purchase shares of the Company’s common stock under the Company’s equity plans. All options granted will expire ten years from their date of issuance. Stock options granted generally vest 25% on the one-year anniversary of the date when vesting starts with the remaining balance vesting equally on a monthly basis over the subsequent three years. New shares are issued from authorized shares of common stock upon the exercise of stock options.

Under the 2018 Equity Plan, employees may exercise stock options prior to vesting. The Company has the right to repurchase any unvested (but issued) shares upon termination of service of an employee at the original exercise price. The consideration received for the early exercise of an option is considered to be a deposit and the related amount is recorded as a liability.

Restricted Stock Awards (“RSAs”)

The Company’s RSAs consist of restricted shares. From November 4, 2018 to May 6, 2019, Legacy Canoo sold restricted shares to its founders, which include certain investors, for a converted purchase price of $0.008 per share (the “Founder Restricted Shares”), with the following vesting conditions: 12.5% vest when the Legacy Canoo achieves $100 million in cumulative funding from inception (which condition was satisfied December 18, 2018, accordingly this portion of the 2019 awards was vested upon issuance); 37.5% vest ratably over a period of thirty-six months from December 18, 2018; and 50% vest on the date the Company starts commercial production of its first vehicle (“SOP”), which the Company determined was not probable of being met as of December 31, 2020.

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On December 18, 2020, Legacy Canoo approved an amendment to change the SOP vesting goal of all eligible Founder Restricted Shares held by Legacy Canoo’s executives to time-based vesting with a merger trigger, which was satisfied on December 21, 2020. The investor-held Founder Restricted Shares’ SOP vesting goal was not amended. The amended time-based vesting of the SOP portion has a cliff vesting of 25% on March 18, 2020 with the remaining shares vesting quarterly over 36 months thereafter. The amendment was accounted for as a grant modification in December 2020.

The Company has an irrevocable, exclusive option to repurchase all or any portion of the unvested Founder Restricted Shares at the converted original per share purchase price for the shares upon termination or the cessation of services provided by the stockholder.

Restricted Stock Units (“RSUs”)

Under the 2020 Equity Incentive Plan, employees are compensated through various forms of equity, including RSUs.restricted stock unit awards (“RSU”). Each RSU represents a contingent right to receive 1one share of the Company’s common stock. During the three months ended September 30, 2021, 0 RSUs were granted. During the nine months ended September 30, 2021, 6,985,548March 31, 2022, 2,810,255 RSUs were granted of which 998,994 vested immediately and the remainder subject to time-based vesting.

On May 14, 2021, the Company awarded 500,000 RSUs to the CEO. The RSUs vest in one-third increments on the first, second, and third anniversaries of the vesting commencement date, December 21, 2020, subject to continuous service.

Performance-Based Restricted Stock Units
Performance stock unit awards (“PSUs”PSU”)

PSUs represent the right to receive a share of the Company’s common stock if service, performance, and market conditions, or a combination thereof, are met over a defined period. PSUs that contain a market condition, such as stock price milestones, are subject to a Monte-Carlo simulation model to determine the grant date fair value by simulating a range of possible future stock prices for the Company over the performance period. The grant date fair value of the market condition PSUs is recognized as compensation expense over the greater of the Monte Carlo simulation model’s derived service period and the arrangement’s explicit service period, assuming both conditions must be met.

PSUs subject to performance conditions, such as operational milestones, are measured on the grant date, the total fair value of which is calculated as the product of the number of PSUs and the grant date stock price. Compensation expense for PSUs with a performance condition is recorded each period based upon a probability assessment of the expected outcome of the performance metric with a final adjustment upon measurement at the end of the performance period. The following
No PSUs were granted to the CEO induring the second quarter of 2021, with a total grant date fair value of approximately $15.9 million:

During April 2021, in connection with the appointment of the CEO, the Company awarded 2,000,000 PSUs. The PSUs will vest in one-third increments based upon the achievement of certain stock price milestones during the performance period ending October 2025. In addition, the PSUs are subject to a service condition which requires continuous service through October 2023;

During May 2021, the Company awarded 1,703,828 PSUs. The PSUs vest based on the Company's achievement of certain specified stock price milestones over a three-year performance period ending May 2024, subject to continued service with the Company through the applicable vesting dates; and

During May 2021, the Company awarded 300,000 PSUs whereby vesting depends upon the occurrence of certain operational milestone events by May 2024.

As of grant date, the Company’s analysis determined that these operational milestone events are probable of achievement.three months ended March 31, 2022. The compensation expense recognized for thepreviously awarded PSUs awarded to the CEO in the second quarter of 2021 was $1.8 million and $3.0$4.7 million for the three and nine months ended September 30, 2021, respectively.

March 31, 2022.

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The following table summarizes the Company’s stock-based compensation expense by line item for the three- and ninethree months ended periodsperiod presented in the condensed consolidated statements of operations (in thousands)millions):

Three months ended

Nine months ended

September 30, 

September 30, 

2021

    

2020

2021

    

2020

Research and development

$

5,810

    

$

225

$

22,634

    

$

688

Selling, general and administrative

13,288

 

94

67,124

 

371

Total

$

19,098

 

$

319

$

89,758

 

$

1,059

Three months ended
March 31,
20222021
Research and development$7.0 $7.1 
Selling, general and administrative13.7 38.0 
Total$20.7 $45.1 
The Company’s total unrecognized compensation cost as of March 31, 2022, was $108.3 million.
2020 Employee Stock Purchase Plan
The 2020 Employee Stock Purchase Plan (the “2020 ESPP”) was adopted by the board of directors on September 30, 2021,18, 2020, approved by the stockholders on December 18, 2020, and became effective on December 21, 2020 with the Business Combination. On December 21, 2020, the board of directors delegated its authority to administer the 2020 ESPP to the Compensation Committee. The Compensation Committee determined that it is in the best interests of the Company and its stockholders to implement successive three-month purchase periods, with the first offering period commencing on grant date January 3, 2022 and a purchase date of April 1, 2022. The 2020 ESPP provides participating employees with the opportunity to purchase up to a maximum number of shares of Common Stock of 4,034,783, plus the number of shares of Common Stock that are automatically added on January 1st of each year for a period of ten years, in an amount equal to the lesser of (i) 1% of the total number of shares of Common Stock outstanding on December 31st of the preceding calendar year, and (ii) 8,069,566 shares of Common Stock.
During the three months ended March 31, 2022, total employee withholding contributions for the 2020 ESPP were $1.2 million, which is included in restricted cash, current, within the accompanying condensed consolidated balance sheet as of March 31, 2022. Approximately $0.4 million of stock-based compensation expense was $59.6 million.

recognized for the 2020 ESPP during the three months ended March 31, 2022.

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13.

11. Warrants

Public Warrants
As of September 30, 2021,March 31, 2022, the Company had 23,755,16923,755,069 public warrants outstanding. Each public warrant entitles the registered holder to purchase 1 share of the Company’s common stock at a price of $11.50 per share, subject to adjustment. The public warrants will expire on the fifth anniversary of the Closing Date of the Business Combination,December 21, 2025, or earlier upon redemption or liquidation.

The Company may call the public warrants for redemption:

in whole and not in part;
at a price of $0.01 per warrant;
upon a minimum of 30 days prior written notice of redemption; and
if, and only if, the last reported closing price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

If the Company calls the public warrants for redemption, management will have the option to require all holders that wish to exercise the public warrants to do so on a “cashless basis,” as described in the warrant agreement.

The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price.

On March 2, 2021, all of the private placement warrants were converted to public warrants. As noted in Note 3, the private placement warrants were accounted for as a liability until the private placement warrants were converted to public warrants. There were 1,061 and 598,175no public warrants exercised for the three and nine months ended September 30, 2021, respectively,March 31, 2022.

VDL Nedcar Warrants
In February 2022, the Company and a company related to VDL Nedcar entered into an investment agreement, under which the VDL Nedcar-related company agreed to purchase shares of Common Stock for total proceedsan aggregate value of $6.9 million.

14.$8.4 million, at the market price of the Company's Common Stock as of December 14, 2021. As a result, the Company issued 972,222 shares of Common Stock upon execution of the agreement. The Company also issued a warrant to purchase an aggregate 972,222 shares of Common Stock to VDL Nedcar at exercise prices ranging from $18 to $40 per share, which are classified as equity. The exercise period is from November 1, 2022, to November 1, 2025 ("Exercise Period"). The warrant can be exercised in whole or in part during the Exercise Period but can only be exercised in 3 equal tranches and after the stock price per Common Stock has reached at least the relevant exercise price. The $8.4 million received from VDL Nedcar is included as a financing cash inflow in the accompanying condensed consolidated statement of cash flows for the three months ended March 31, 2022. The shares of Common Stock issued to VDL Nedcar are included in the accompanying condensed consolidated statement of stockholders' equity for the three months ended March 31, 2022.

12. Net Loss per Share

The condensed consolidated statements of operations include the basic and diluted net loss per share.

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The following table presents the potential shares that were excluded from the computation of diluted net loss per share, because their effect was anti-dilutive as follows (in thousands):

September 30, 

    

2021

    

2020

Early exercise of unvested stock options

 

3,146

 

6,864

Options to purchase common stock

 

285

 

352

Restricted common stock shares

 

5,123

 

13,631

Restricted and performance stock units

 

15,086

5,555

15.

March 31,
20222021
Early exercise of unvested stock options1,810 4,631 
Options to purchase common stock228 197 
Restricted common stock shares3,374 6,765 
Restricted and performance stock units26,084 7,184 
13. Income Taxes

As the Company has not generated any taxable income since inception, the cumulative deferred tax assets remain fully offset by a valuation allowance, and 0 benefit from federal or state income taxes has been included in the condensed consolidated financial statements.

16.

14. Subsequent Events


On October 6, 2021, the Company awarded 1,468,429 time-based RSUs equal to $10 million to Josette Sheeran, in connection with her appointment to President of the Company on July 26, 2021. The number of units awarded was based upon the fair market value of the Company’s common stock on October 4, 2021.

On October 19, 2021, the Company entered into the Sales Agreement effective October 15, 2021, with Panasonic for the supply of lithium-ion battery cells. The agreement stipulates an upfront non-refundable $30 million payment payable in tranches through MarchMay 10, 2022, and provides for purchase commitments by the Company during an initial purchase period from August 2022 through December 2023.

On October 20, 2021, the Company entered into a lease for an office and research and development laboratory facility in Auburn Hills, Michigan,Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (“Yorkville”). Pursuant to facilitatethe SEPA, the Company will have the right, but not the obligation, to sell to Yorkville up to $250 million of its shares of Common Stock, at the Company’s continued personnel growth and support strong supplier relationshipsrequest any time during the 36 months following the execution of the SEPA. Each sale the Company requests under the SEPA (an “Advance”) may be for a number of shares of Common Stock with an aggregate value of up to $50 million. The shares would be purchased at a purchase price equal to 97.5% of the market price (as defined in this region. The total minimum lease payments over the initial lease termSEPA). In addition, the issuance of approximately 11 years is $12.7 million.

On November 4, 2021,shares under the CEO was awarded 6,000,000 PSUs based on the Company's achievement of certain specified stock price milestones over a five-year performance period ending November 2026,SEPAwould be subject to continued servicecertain limitations, including that the aggregate number of shares of Common Stock issued pursuant to the SEPA cannot exceed 19.9% of the Company’s outstanding Common Stock as of the date May 10, 2022.


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In addition to the Company’s right to request Advances, the Company may also request 1 or more pre-advance loans (each, a “Pre-Advance Loan”) from Yorkville, pursuant to the terms and conditions set forth in the SEPA and a promissory note accompanying the SEPA. The Company may request the first Pre-Advance Loan in the principal amount of up to $25 million, subject to certain conditions precedent, including the effectiveness of a registration statement relating to the Common Stock issuable under the SEPA. Pre-Advance Loans may be repaid with the proceeds of an Advance or repaid in cash.

On May 10, 2022, the Company entered into a subscription agreement with a special purpose vehicle managed by Aquila Family Ventures LLC, for the purchase of an aggregate $50 million of the Company’s Common Stock at a purchase price of $3.65 per share through a private placement (the "PIPE"). The funding of the applicable vesting dates.

PIPE is expected to occur as promptly as practicable and is subject to customary closing conditions.

The Company has analyzed its operations subsequent to September 30, 2021March 31, 2022 through the date these financial statements were issued and has determined that it does not have any additional material subsequent events to disclose.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis provides information that our management believes is relevant to an assessment and understanding of our results of operations and financial condition. This discussion and analysis should be read in conjunction with our condensed consolidated interim financial statements and the related notes contained elsewhere in this Quarterly Report on Form 10-Q. The statements in this discussion regarding expected and other production timelines, development of our own manufacturing facilities, industry trends, our expectations regarding our future performance, liquidity and capital resources and other non-historical statements are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 20202021 filed with the Securities and Exchange Commission (the “SEC”)SEC on March 31, 20211, 2022 (the “Annual Report on Form 10-K”), Part II, Item IA. “Risk Factors” in this Quarterly Report on Form 10-Q and “Cautionary Note Regarding Forward-Looking Statements.” Our actual results may differ materially from those contained in or implied by any forward-looking statements.

Certain figures such as interest rates and other percentages, included in this section have been rounded for ease of presentation. Percentage figures included in this section have not in all cases been calculated on the basis of such rounded figures but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this section may vary slightly from those obtained by performing the same calculations using the figures in our financial statements or in the associated text. Certain other amounts that appear in this section may similarly not sum due to rounding.

Overview

Canoo Inc. ("we," "us," "Canoo" or the "Company") is a Delaware corporation headquartered in Torrance, California. On December 21, 2020 (the “Closing Date”), Hennessy Capital Acquisition Corp. IV (“HCAC”) consummated its business combination with Canoo Holdings Ltd., an exempted company incorporated with limited liability in the Cayman Islands (“Legacy Canoo”) contemplated pursuant to that certain Merger Agreement and Plan of Reorganization, dated as of August 17, 2020 (the “Merger Agreement”), by and among HCAC, HCAC IV First Merger Sub, Ltd., an exempted company incorporated with limited liability in the Cayman Islands and a direct, a wholly owned subsidiary of HCAC, EV Global Holdco LLC (f/k/a HCAC IV Second Merger Sub, LLC), a Delaware limited liability company and a direct, wholly owned subsidiary of HCAC, and Legacy Canoo, which ultimately resulted in Legacy Canoo becoming a wholly-owned direct subsidiary of HCAC (the "Business Combination"). In connection with the closing of the Business Combination, HCAC changed its name to Canoo Inc. and we became a Nasdaq listed company.

We are a mobility technology company with a mission to bring EVselectric vehicles (“EVs”) to everyone.everyone and provide connected services that improve the vehicle ownership experience. We have developedare developing a technology platform referred to as the Multi-Purpose Platform or platform, built to be highly modular and tothat we believe will enable us to rapidly innovate and bring new products, addressing multiple use cases, to market faster than our competition and at lower cost. Our vehicle architecture and design philosophy are aimed at driving productivity and returning capital to our customers, and we believe the software and technology capabilities we are developing, packaged around a modular, customizable product, have the potential to fundamentally alter the value proposition across a vehicle’s lifecycle. We remain committed to the environment and to delivering sustainable mobility that is accessible to everyone. We proudly intend to manufacture our fully electric vehicles in Arkansas and Oklahoma, bringing advanced manufacturing and technology jobs to communities in America's heartland. We are committed to building a diverse workforce that will draw heavily upon the local communities of Native Americans and veterans.


We believe we are one of the first automotive manufacturers focused on capturing value across the entirety of the vehicle lifecycle, across multiple owners. Our platform and data architecture is purpose-built to be durable and serve as the foundation for the vehicles we intend to offer, unlocking a highly differentiated, multi-layer business model. The foundational layer is our Multi-Purpose Platform (“MPP” or “platform”) architecture, which serves as the base of our vehicles, including the Lifestyle Vehicle and its Delivery, Base, Premium, and Adventure trims; the Multi-Purpose Delivery Vehicle (“MPDV”) and the Pickup. The next layer is cybersecurity which is embedded in our vehicle to ensure the privacy and protection of vehicle data. Our top hats, or cabins, are modular and purpose-built to provide tailored solutions for our customers. This intentional design enables us to efficiently use resources to produce only what is necessary, underscoring our focus on sustainability and returning capital to customers. The remaining layers, connected accessories and digital customer ecosystem, present high-margin opportunities that extend beyond the initial vehicle sale, across multiple owners. Owners will further be able to customize their vehicles by adding connected accessories such as Bluetooth devices or infotainment systems. In addition, there are opportunities for software sales throughout the vehicle life, including predictive maintenance and service software or advanced driver assistance systems (“ADAS”) upgrades.

Our platform architecture is a self-contained, fully-functionalfully functional rolling chassis that directly houses all of the most critical components for operation of an EV. These includeEV, including our in-house designed proprietary performance electric drivetrain, true steer-by-wire system, our low-profile suspension systems, our battery systems, our advanced vehicle control electronics and software and other critical components, which all of which have been optimized for functional integrationintegration. Both our true steer-by-wire system, believed to be the first such system applied to a production-intent vehicle, and versatility.

Our initialour flat composite leaf-spring suspension system are core components of our platform’s differentiated functionality, enabling the development of a broad range of vehicle lineup currently includestypes and use cases due to the chassis’ flat profile and fully variable steering positions. All of our announced vehicles, including the Lifestyle Vehicle and the Lifestyle Delivery Vehicle, the MPDV and the Pickup, will share a common platform architecture paired with multipledifferent top hats to create a range of uniquely customized and use case variants and trim levels, including a delivery variant, our Multi-Purpose Delivery Vehicle (“MPDV”), and our Pickup. This vehicle lineup positions us well to meet demands inoptimized purpose-built mobility solutions targeting multiple target markets forsegments of the benefit of rapidly expanding EV marketplace.


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Ta wide array of potential customers.

All our vehicles are expected to offer competitive performance capabilities paired with class-leading cargo and passenger volume on a small footprint. Our vehicle architecture and design philosophy is aimed at driving productivity and returning capitalbleofContents

In addition to our customers. Each vehicle has been developed to be modular and customizable to enhance the long term value of the vehicles. In addition,technology, we are developing a software ecosystem,platform that aggregates car data from both Canoo and non-Canoo vehicles and delivers valuable insights to our customers. Collected over-the-air for connected vehicles or via an on-board diagnostics (“OBD”) device for non-connected vehicles, we believe car data is critical to powering the customer journey and maximizing utility and value from the vehicle ownership experience. Leveraging our data aggregation platform, we aim to create the Canoo Digital Ecosystem, an application store that centralizes all vehicle information for customers and provides key tools across Security & Safety, Household Management, Fleet Management, Lifecycle Management and Vehicle Asset Management. Through our software offering, we believe we can provide differentiated value to both commercial customers and consumers by staying connected throughout the vehicle lifecycle, across multiple owners.

Core to our ethos is delivering high quality products while empowering local communities, which aimsdrove our decision to deliverbuild in America and source a one-stop customer experiencemajority of our parts from America and allied nations. We believe vertical integration across our manufacturing and assembly process will enable us to achieve start of production (“SOP”) with direct accessless supply chain risk and provide us better oversight of our vehicle manufacturing. We are building production facilities in states and communities that are investing in high-tech manufacturing alongside us, creating American jobs and driving innovation. We intend to vehicle telematicshave an advanced industrialization facility in Bentonville, Arkansas and control of key functionality.a mega microfactory in Pryor, Oklahoma. We also envisionplan to move our corporate headquarters to Bentonville. The Bentonville manufacturing facility will be a low-volume facility, which we intend to use in the Canoo app having functionalitynear-term for the initial production of our vehicles, allowing us to schedule mobile servicestest and provide instant quotesvalidate our manufacturing equipment and processes before large-scale production begins in our mega microfactory. In the long term, we expect to use the Bentonville facility for insurance, financing,rapidly innovating on product concepts.

We have made strategic investments in our technology and valuation via direct integration with third-party providers.

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products that position us to capture three large and growing markets - commercial and passenger vehicles, upfitting and accessories, and car data. With the rise of on-demand delivery and eCommerce, it is increasingly important to bring electrification to commercial vehicles, which Mordor Intelligence estimated represented a market opportunity of over $715 billion as of 2020. We also have chosen to pursue the most profitable segments of the passenger vehicle market, the SUV and Pickup segments, which IHS estimates to have generated over $115 billion in profits in 2020. In addition to this opportunity in commercial and passenger vehicle markets, due to the modularity and customization of all our vehicles, we believe there is a significant opportunity in upfitting and accessories across the vehicle lifecycle, which the Specialty Equipment Market Association (“SEMA”) estimated were valued at $24 billion in 2020. Lastly, according to research conducted by McKinsey, the value from car data monetization is expected to generate an over $250 billion market by 2030. Altogether, we estimate our highly strategic total market opportunity could grow to be over $1 trillion.

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Recent Developments

We continue to make progress towards the developmentinnovate and launchdevelop every aspect of our initial slatebusiness, from our non-traditional business model to our built in America, highly utilitarian vehicles optimized to return capital to our customers. We believe being forward-thinking across these areas has set the foundation for us to develop into a scalable business that is differentiated from our peers across the automotive original equipment manufacturer (“OEM”) landscape.

Recent Developments

On May 10, 2022, the Company entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (“Yorkville”). Pursuant to the SEPA, the Company will have the right, but not the obligation, to sell to Yorkville up to $250 million of vehicles. After having completed over 500,000 testing miles,its shares of Common Stock, at the team has now moved fullyCompany’s request any time during the 36 months following the execution of the SEPA. Each sale the Company requests under the SEPA (an “Advance”) may be for a number of shares of Common Stock with an aggregate value of up to $50 million. The shares would be purchased at a purchase price equal to 97.5% of the market price (as defined in the SEPA). In addition, the issuance of shares under the SEPAwould be subject to certain limitations, including that the aggregate number of shares of Common Stock issued pursuant to the SEPA cannot exceed 19.9% of the Company’s outstanding Common Stock as of the date May 10, 2022.

In addition to the Company’s right to request Advances, the Company may also request one or more pre-advance loans (each, a “Pre-Advance Loan”) from Yorkville, pursuant to the terms and conditions set forth in the SEPA and a promissory note accompanying the SEPA. The Company may request the first Pre-Advance Loan in the principal amount of up to $25 million, subject to certain conditions precedent, including the effectiveness of a registration statement relating to the Common Stock issuable under the SEPA. Pre-Advance Loans may be repaid with the proceeds of an Advance or repaid in cash.

On May 10, 2022, the Company entered into Gamma development on the Lifestyle Vehicle, continuing our progress towards an expected start of production in 2022. Development also continues on the MPDV and Pickup.

In prior updates, we announced the selection of Oklahoma as the location for our owned U.S. mega microfactory manufacturing facility. We have recently expanded this partnership to include Arkansas and additional locations in Oklahoma. Our Arkansas sites will include a new corporate headquartersubscription agreement with a special purpose vehicle managed by Aquila Family Ventures LLC, for the Company,purchase of an advanced industrialization production facility andaggregate $50 million of the Company’s Common Stock at a research and development center.purchase price of $3.65 per share through a private placement (the "PIPE"). The expansion in Oklahomafunding of the PIPE is expected to feature a new researchoccur as promptly as practicable and development center, software development center and customer support and finance center. In our owned production facilities, we expectis subject to produce certain variants of the Lifestyle Vehicle for the US market, as well as the MPDV and Pickup, when those vehicles are launched to the market.

In October 2021, we entered into customary closing conditions.

22

Ta Sales Agreement with Panasonic for the supply of lithium-ion battery cells. Panasonic has a proven track record as a world-class battery supplier with billions of cells on the road today, and this partnership is expected to help us to meet production timelines and deliver strong safety and durability performance in our vehicles.

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Comparability of Financial Information

Our results of operations and statements of assets and liabilities may not be comparable to historical results as a result of the Business Combination, which was completed late in the fourth quarter of 2020.

Key Factors Affecting Operating Results

We believe that our performance and future success depend on several factors that present significant opportunities for us but also pose risks and challenges, including those discussed below.

Successful Commercialization of Our EVs

We expect to derive future revenue from our first vehicle offerings, which are not expected to launch until late 2022 or after. In order to reach commercialization, we must purchase and integrate related property and equipment, as well as achieve several research and development milestones.

We expect that both our capital and operating expenditures will increase significantly in connection with our ongoing activities, as we:

commercialize our EVs;
invest in manufacturing capacity, via both our own owned facilities and contract manufacturing;
continue to invest in our technology, research and development efforts;
increase our investment in marketing, advertising, sales and distribution infrastructure for our EVs and services;
obtain, maintain and improve our operational, financial and management information systems;
hire additional personnel;
obtain, maintain, expand and protect our intellectual property portfolio; and

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commercialize our EVs;
invest in manufacturing capacity, via our owned facilities;

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continue to invest in our technology, research and development efforts;
continue to operate as a public company.
increase our investment in marketing, advertising, sales and distribution infrastructure for our EVs and services;
obtain, maintain and improve our operational, financial and management information systems;

hire additional personnel;
obtain, maintain, expand and protect our intellectual property portfolio; and
continue to operate as a public company.
As a result, we will require substantial additional capital to develop our EVs and services and fund our operations for the foreseeable future. We will also require capital to identify and commit resources to investigate new areas of demand. Until we can generate sufficient revenue from vehicle sales, we expect to primarily finance our operations through commercializationaccess to private and production with proceeds from the Business Combination, including the proceeds from the PIPE financing that took place concurrently with the Business Combination, and, as needed, secondary public equity offerings or debt financings. The amount and timing of our future funding requirements will depend on many factors, including the pace and results of our research and development efforts and our ability to successfully manage and control costs.

COVID-19 Impact

COVID-19 and actions taken to mitigate its spread have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical area in which we operate. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act, or the CARES Act was enacted to, among other provisions, provide emergency assistance for individuals, families and businesses affected by the COVID-19 pandemic.

As the COVID-19 pandemic continues to evolve, the ultimate extent of the impact on our business, operating results, cash flows, liquidity and financial condition will be primarily driven by the severity and duration of the pandemic, the pandemic’s further impact on the U.S. and global economies (including on supply chain and inflation) and the timing, scope and effectiveness of federal, state and local governmental responses to the pandemic, including rollout of,  acceptance of, and effectiveness of vaccines, as well as emergence of virus variants.


The measures taken by governmental authorities and otherwise to control the spread of the virus have adversely impacted our employees’ ability to collaborate in a discipline that requires a high degree of collaborative work. Our operations have had to change and adapt to meet these new demands. The operations of our suppliers, vendors and business partners have also been impacted. Various aspects of our business cannot be conducted remotely, including the testing and manufacturing of our EVs. Further, as a growing company, the ability for us to hire, onboard and train new employees has been impacted and has required us to evaluate areas of our business that will not result in the best use of our human capital for long-term growth. The spread of COVID-19 has also caused us and many of our contractors and service providersIn addition, increased demand for semiconductor chips in 2020, due in part to modify our business practices (including employee travel, recommending that all non-essential personnel work from home and cancellation or reduction of physical participation in testing activities, meetings, events and conferences), and collectively with our contractors and service providers, we have been and may further be required to take actions as required by government authorities or that we determine are in the best interests of our employees, customers, suppliers, vendors and business partners. There is no certainty that such actions will be sufficient to mitigate the risks posed by the virus or otherwise be satisfactory to government authorities.

With the expansion of vaccination efforts in the United States and elsewhere, a majority of governmental restrictions have loosened, and businesses are resuming more normal operations. However, while the pandemic continues, if significant portions of our workforce or contractors and service providers are unable to work effectively, including due to illness, quarantines, social distancing, government actions or other restrictions in connection with the COVID-19 pandemic our operations will be impacted. These factors related to COVID-19 are beyond our knowledge and control and, asincreased demand for consumer electronics that use these chips, resulted in a global shortage of chips in 2021 that has continued in the first quarter of 2022. As a result, at this time, we are unableour ability to predictsource semiconductor chips used in our vehicles may be adversely affected. This shortage may result in increased chip delivery lead times, delays in the ultimate impact, both in termsproduction of severityour vehicles, and duration, that the COVID-19 pandemic will have on our business, operating results, cash flows and financial condition, but it could be material if the current circumstances continueincreased costs to exist for source available semiconductor chips.


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Ta prolonged period of time. bleofContents
Although we have made our best estimates based upon current information, actual results could materially differ from the estimates and assumptions developed by management. Accordingly, it is reasonably possible that the estimates made in the financial statements have been, or will be, materially and adversely impacted in the near term as a result of these conditions, and if so, we may be subject to future impairment losses related to long-lived assets as well as changes to valuations.

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Key Components of Statements of Operations

Basis of Presentation

Currently, we conduct business through one operating segment. We are an early stage-growth company with no commercial operations, and our activities to date have been limited and are primarily conducted in the United States. For more information about our basis of presentation, refer to Note 2 of the notes to our accompanying financial statements for the three and nine months ended September 30, 2021 and 2020.

March 31, 2022.

Research and Development Expenses, excluding Depreciation

Research and development expenses, excluding depreciation consist of salaries, employee benefits and expenses for design and engineering personnel, stock-based compensation, as well as materials and supplies used in research and development activities. In addition, research and development expenses include fees for consulting and engineering services from third party vendors.

Selling, General and Administrative Expenses, excluding Depreciation

The principal components of our selling, general and administrative expenses are salaries, wages, benefits and bonuses paid to our employees; stock-based compensation; travel and other business expenses; and professional services fees (includingincluding legal, audit and tax); and ordinary day-to-day business expenses.

tax services.

Depreciation Expense

Depreciation is provided on property and equipment over the estimated useful lives on a straight-line basis. Upon retirement or disposal, the cost of the asset disposed of and the related accumulated depreciation are removed from the accounts and any gain or loss is reflected in the loss from operations. No depreciation expense is allocated to research and development, cost of revenue and selling, general and administrative expenses.

Interest Expense

Interest expense consists primarily of interest expenses and debt discount amortization.

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Results of Operations

Comparison of the threeThree Months Ended March 31, 2022 and nine months ended September 30, 2021 and 2020

The following table sets forth our historical operating results for the periods indicated:

Three months ended

 

Nine months ended

 

September 30, 

%

 

September 30, 

$

%

 

(in thousands)

  

2021

  

2020

  

Change

  

Change

 

  

2021

  

2020

  

Change

  

Change

 

Revenue

$

$

2,550

$

(2,550)

(100.0)

%

$

-

$

2,550

$

(2,550)

(100.0)

%

Costs and operating expenses

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Cost of revenue, excluding depreciation

 

 

670

 

(670)

 

(100.0)

%

 

-

 

670

 

(670)

 

(100.0)

%

Research and development expenses, excluding depreciation

 

59,387

 

18,923

 

40,464

 

213.8

%

 

158,033

 

52,858

 

105,175

 

199.0

%

Selling, general and administrative expenses, excluding depreciation

 

45,510

 

8,405

 

37,105

 

441.5

%

 

144,072

 

15,897

 

128,175

 

806.3

%

Depreciation

 

2,109

 

1,738

 

371

 

21.3

%

 

6,317

 

5,179

 

1,138

 

22.0

%

Total costs and operating expenses

107,006

29,736

77,270

259.9

%

308,422

74,604

233,818

313.4

%

Loss from operations

 

(107,006)

 

(27,186)

 

(79,820)

 

293.6

%

 

(308,422)

 

(72,054)

 

(236,368)

 

328.0

%

Interest income (expense)

 

33

 

(1,094)

 

1,127

 

(103.0)

%

 

79

 

(10,465)

 

10,544

 

(100.8)

%

Gain on extinguishment of debt

5,045

(5,045)

 

(100.0)

%

-

5,045

(5,045)

(100.0)

%

Gain on fair value change in contingent earnout shares liability

25,764

25,764

 

NM

101,166

-

101,166

NM

Loss on fair value change in private placement warrants liability

 

NM

(1,639)

-

(1,639)

NM

Other income (expense), net

334

(155)

489

 

(315.5)

%

160

(47)

207

(440.4)

%

Loss before income taxes

(80,875)

(23,390)

(57,485)

245.8

%

(208,656)

(77,521)

(131,135)

169.2

%

(Provision for) income taxes

NM

-

-

-

NM

Net loss and comprehensive loss

$

(80,875)

$

(23,390)

$

(57,485)

 

245.8

%

$

(208,656)

$

(77,521)

$

(131,135)

 

169.2

%

Three months ended
March 31,
$
Change
%
Change
(in thousands)20222021
Revenue$— $— $— NM
Costs and Operating Expenses 
Cost of revenue, excluding depreciation— — — NM
Research and development expenses, excluding depreciation82,487 39,319 43,168 110 %
Selling, general and administrative expenses, excluding depreciation55,621 55,627 (6)— %
Depreciation2,678 2,124 554 26 %
Total costs and operating expenses140,786 97,070 43,716 45 %
Loss from operations(140,786)(97,070)(43,716)45 %
Interest (expense) income(29)11 (40)(364)%
Gain on fair value change in contingent earnout shares liability15,465 83,560 (68,095)(81)%
Loss on fair value change in private placement warrants liability— (1,639)1,639 (100)%
Other (expense), net(17)(89)72 (81)%
Loss before income taxes(125,367)(15,227)(110,140)723 %
Provision for income taxes— — — NM
Net loss and comprehensive loss$(125,367)$(15,227)$(110,140)723 %
“NM” means not meaningful

Revenue and Cost of Revenue, excluding Depreciation

During the three and nine months ended September 30, 2020,March 31, 2022 and 2021, we did not generate any revenue was derived from the provision of consulting services. Cost of revenue, excluding depreciation, includes materials, labor, and other direct costs related to the provision of engineering, development, and design consulting services. The total revenue was $2.6 million and related cost of revenue was $0.7 million for the three and nine months ended September 30, 2020.

During the three and nine months ended September 30, 2021, there was no revenue generated since the Company is an early growth stage growth company in the pre-commercialization stage of development.

Research and Development Expenses, excluding Depreciation

Research and development expenses increased by $40.5$43.2 million, or 213.8%110%, to $59.4$82.5 million in the three months ended September 30, 2021,March 31, 2022, compared to $18.9$39.3 million the three months ended September 30, 2020.March 31, 2021. The increase was primarily due to increases in research and development costs such as engineering and design, testing, prototype tooling, and gamma parts of $22.4$22.8 million, salary and related benefits expense of $12.8$15.3 million, and stock-based compensation expenseprofessional fees of $5.6 million, respectively.$1.4 million. The increase in research and development costs primarily related to expenditures for the Gamma stage engineering design and development costs incurred during the three months ended September 30, 2021.

Research and development expenses increased by $105.1 million, or 199.0%, to $158.0 million in the nine months ended September 30, 2021, compared to $52.9 million in the nine months ended September 30, 2020. The increase was primarily due to increases in research and development costs of $54.0 million, salary and related benefits expense of$25.0 million, and stock-based compensation expense of $21.9 million, respectively. The increase in research and development costs primarily relates to our expenditures for the Gamma stage engineering design and development costs incurred during the nine months ended September 30, 2021.

March 31, 2022.

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The increase in stock-based compensation expenses of $5.6 million and $21.9 million during the three and nine months ended September 30, 2021, respectively, was primarily driven by the recognition of stock compensation expense related to issuance of awards to employees and board of directors along with the modification of certain performance restricted stock awards to become time-based vesting with a merger trigger, which was satisfied on December 21, 2020. See further discussion on the restricted stock awards in Note 12 of the notes to our accompanying financial statements.

Salary and related benefits expenses increased $12.8 million, from $11.0$15.3 million during the three months ended September 30, 2020March 31, 2022 to $23.8$30.3 million from $15.0 million during the three months ended September 30, 2021. Salary and related benefits increased $25.0 million from $33.9 million during the nine months ended September 30, 2020 to $58.9 million during the nine months ended September 30, 2021. TheseMarch 31, 2021.These increases are primarily due to continued investment in personnel and contract employees to drive and reach our research and development goals.

Professional fees increased $1.4 million to $2.0 million during the three months ended March 31, 2022 from $0.6 million during the three months ended March 31, 2021.
We expect to continue to see an overall increase in research and development expenses to support our growth and initiatives related to the Lifestyle Vehicle, Multi-Purpose Delivery Vehicles,MPDVs, and Pickup which are expected to launch as early as 2022 and 2023.

Selling, General and Administrative Expenses, excluding Depreciation

Selling, general and administrative expenses increased by $37.1was $55.6 million or 441.5%, to $45.5 million infor the three months ended September 30, 2021, comparedMarch 31, 2022 which is consistent with prior year due to $8.4 million insignificant and non-routine stock-based compensation expense for the three months
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ended September 30, 2020.March 31, 2021. Refer to below and Note 10 for information regarding stock-based compensation expense. The increaseslight decrease was primarily due to increases of $13.0$8.4 million in professional fees, $13.2 million in stock-based compensation expenses, $7.2$8.4 million in salary and related benefits, and $2.6 million in occupancy costs.costs offset by a decrease of $24.3 million in stock-based compensation expenses. Other factors affecting selling, general and administrative expenses totaling $4.9 million were individually immaterial.

Selling, general and administrative expenses increased by $128.2 million, or 806.3%, to $144.1 million in the nine months ended September 30, 2021, compared to $15.9 million in the nine months ended September 30, 2020. The increase was primarily due to increases of $66.8 million in stock-based compensation expenses, $29.1 million in professional fees, $11.9 million in salary and related benefits, $8.5 million in occupancy costs, and $5.9 million in marketing spend. Other factors affecting selling, general and administrative expenses were individually immaterial.

The increase in stock-based compensation expenses of $13.2 million and $66.8 million for the three and nine months ended September 30, 2021, respectively, was primarily driven by certain awards granted during the periods subject to time-based vesting. The remaining increase was primarily driven by the continued recognition of stock compensation expense, resulting from the modification of certain performance restricted stock awards to become time-based vesting with a merger trigger, which was satisfied on December 21, 2020. See further discussion on the restricted stock awards in Note 12 of the notes to our accompanying financial statements. Other factors affecting stock-based compensation expenses were individually immaterial.

Professional fees increased by $13.0 million and $29.1$8.4 million during the three and nine months ended September 30, 2021, respectively,March 31, 2022, primarily due to activities related to business development, legal fees, and consulting fees.

Salary and related benefits expenses increased $7.2by $8.4 million to $9.3$13.1 million in the three months ended September 30, 2021,March 31, 2022, compared to $2.1$4.7 million in the three months ended September 30, 2020. Salary and related benefits expenses increased $11.9 million to $18.7 million in the three months ended September 30, 2021, compared to $6.8 million in the three months ended September 30, 2020.March 31, 2021. These increases were due primarily to investment in personnel to support our growth and achieve start of production in late 2022.

Occupancy fees increased by $2.6 million to $5.6 million during the three months ended March 31, 2022.
The decrease in stock-based compensation expenses of $24.3 million for the three months ended March 31, 2022 was primarily driven by the granting of certain restricted stock awards in the prior period resulting in the recognition of stock-based compensation expense in the amount of $27.9 million, some of which immediately vested during the quarter ended March 31, 2021. This decrease was partially offset by the continued recognition of stock compensation expense related to issuance of awards to employees. See further discussion on stock-based compensation in Note 10 of the notes to our accompanying financial statements. Other factors affecting stock-based compensation expenses were individually immaterial.
We expect to continue to see an overall increase in selling, general and administrative expenses to support our growth and initiatives related to the Lifestyle Vehicle, Multi-Purpose Delivery Vehicles,MPDVs, and Pickup which are expected to launch as early as 2022 and 2023.

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Interest Expense

Interest expense decreased by $1.1 million and $10.5 million in the three and nine months ended September 30, 2021, respectively. The decrease was primarily due to interest expense incurred and the amortization of debt discount on related party convertible notes that were repaid in connection with the Business Combination.

Gain on Fair Value Change in Contingent Earnout Shares Liability

The Company has a contingent obligation to issue 15.0 million shares of its common stock to certain stockholders and employees (the "Earnout Shares").

We recognized a non-cash gain on fair value change inof contingent Earnout Sharesearnout shares liability of $25.8$15.5 million and $101.2$83.6 million in the three and nine months ended September 30,March 31, 2022 and March 31, 2021, respectively, which was a result of the periodic remeasurement of the fair value of our contingent Earnout Sharesearnout shares liability. See further discussion on the contingent Earnout Shares liability in Note 11 of the notes to our accompanying financial statements.

Gain on Extinguishment of Debt

The Company recognized a gain on extinguishment of debt of $5.0 million in the three and nine months ended September 30, 2020 which was a result of the conversion of all of the Company’s outstanding convertible notes on August 16, 2020.

Loss on Fair Value Change of Private Placement Warrants Liability

We recognized a non-cash loss on fair value change of private placement warrants liability of $1.6 million in the ninethree months ended September 30,March 31, 2021 which was a result of the periodic remeasurement of the fair value of our private placement warrants liability. See further discussion onAll of the private placement warrants liability in Note 13 of the noteswere converted to our accompanying financial statements.

public warrants on March 2, 2021.

Non-GAAP Financial Measures

In addition to our results determined in accordance with GAAP, we believe the following non-GAAP measures are useful in evaluating our operational performance. We use the following non-GAAP measures to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that non-GAAP financial information, when taken collectively, may be helpful to investors in assessing our operating performance.

EBITDA and Adjusted EBITDA

“EBITDA” is defined as net loss before interest expense, income tax expense or benefit, and depreciation and amortization. “Adjusted EBITDA” is defined as EBITDA adjusted for stock-based compensation, restructuring charges, asset impairments, and other costs associated with exit and disposal activities, acquisition and related costs, changes to the fair value of contingent earnout shares liability, changes to the fair value of warrants liability, and any other one-time non-recurring transaction amounts impacting the statement of operations during the year. Adjusted EBITDA is intended as a supplemental measure of our performance that is neither required by, nor presented in accordance with, GAAP. We believe EBITDA and Adjusted EBITDA, when combined with net loss and EBITDA, are beneficial to an investor’s complete understanding of our operating performance. We believe that the use of EBITDA and Adjusted EBITDA provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial measures with those of comparable companies, which may present similar non-GAAP financial measures to investors. However, you should be aware that when evaluating EBITDA and Adjusted EBITDA we may incur future expenses similar to those excluded when calculating these measures. In addition, our presentation of these measures should not be construed as an inference that our
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future results will be unaffected by unusual or non-recurring items. Our computation of EBITDA and Adjusted EBITDA may not be comparable to other similarly titled measures computed by other companies, because all companies may not calculate EBITDA and Adjusted EBITDA in the same fashion.

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Because of these limitations, EBITDA and Adjusted EBITDA should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We manage our business utilizing EBITDA and Adjusted EBITDA as supplemental performance measures.

The following table reconciles net loss to EBITDA and Adjusted EBITDA for the three and nine months ended September 30,March 31, 2022 and 2021, and 2020, respectively:

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

(in thousands)

    

2021

    

2020

    

2021

    

2020

Net loss

$

(80,875)

$

(23,390)

$

(208,656)

$

(77,521)

Interest (income) expense

 

(33)

 

1,094

 

(79)

 

10,465

Provision for income taxes

 

 

 

 

Depreciation

 

2,109

 

1,738

 

6,317

 

5,179

EBITDA

 

(78,799)

 

(20,558)

 

(202,418)

 

(61,877)

Adjustments:

 

  

 

  

 

 

Gain on fair value change in contingent earnout shares liability

(25,764)

(101,166)

Loss on fair value change in private placement warrants liability

1,639

Other (income) expense, net

(334)

155

(160)

47

Stock-based compensation

 

19,098

 

319

 

89,758

 

1,059

Adjusted EBITDA

$

(85,799)

$

(20,084)

$

(212,347)

$

(60,771)

Three Months Ended
March 31,
(in thousands)20222021
Net loss$(125,367)$(15,227)
Interest expense (income)29 (11)
Provision for income taxes— — 
Depreciation2,678 2,124 
EBITDA(122,660)(13,114)
Adjustments:
Gain on fair value change in contingent earnout shares liability(15,465)(83,560)
Loss on fair value change in private placement warrants liability— 1,639 
Other expense, net17 89 
Stock-based compensation20,680 45,146 
Adjusted EBITDA$(117,428)$(49,800)
Liquidity and Capital Resources


As of September 30, 2021, our principal source of liquidity was ourMarch 31, 2022, we had unrestricted cash balanceand cash equivalents in the amount of $414.9$104.9 million, which was primarily invested in money market funds that consist of liquid debt securities issued by the U.S. government.

As an early stage growth company In assessing our liquidity requirements and cash needs, we also consider contractual obligations to which we are a party. Additionally, see discussion related to the operating lease maturity schedule and any new leases entered into in Note 8 of the pre-commercialization stage of development, thenotes to our accompanying financial statements.


We have incurred and expect to incur, net losses which have resulted in an accumulated deficit of $817.5 million as of March 31, 2022. Management continues to explore raising additional capital through a combination of debt financing, other non-dilutive financing and/or equity financing to supplement the Company’s capitalization and comprehensive lossesliquidity. If we raise funds by issuing debt securities or preferred stock, or by incurring loans, these forms of financing would have incurred since inception are consistent withrights, preferences, and privileges senior to those of holders of our strategyCommon Stock. The availability and budget.the terms under which we may be able to raise additional capital could be disadvantageous, and the terms of debt financing or other non-dilutive financing may involve restrictive covenants and dilutive financing instruments, which could place significant restrictions on our operations. Macroeconomic conditions and credit markets could also impact the availability and cost of potential future debt financing. If we raise capital through the issuance of additional equity, such sales and issuance would dilute the ownership interests of the existing holders of the Company’s Common Stock. There can be no assurances that any additional debt, other non-dilutive and/or equity financing would be available to us on favorable terms or at all. We willexpect to continue to incur net losses, and comprehensive losses, and negative cash flows from operating activities in accordance with our operating plan as we continue to expand our research and development activities to complete the development of our Multi-Purpose PlatformMPP and EVs, establish our go-to-market model and scale our operations to meet anticipated demand. We expect that both our capital and operating expenditures will increase significantly in connection with our ongoing activities, as we:

commercialize our EVs;
continue to invest in our technology, research and development efforts;
increase our investment in marketing, advertising, sales and distribution infrastructure for our EVs and services;
obtain, maintain and improve our operational, financial and management information systems;
hire additional personnel;
obtain, maintain, expand and protect our intellectual property portfolio; and
continue to operate as a public company.

As an early stage growth company adjusting to the long-term implications of the COVID-19 pandemic,invest in our ability to access capital is critical. Management plans to raisetechnology, research and development efforts;

increase our investment in marketing, advertising, sales and distribution infrastructure for our EVs and services;
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obtain, maintain and improve our operational, financial and management information systems;
hire additional capital through a combination of debt financing, other non-dilutive financing and/or equity financing. Additional financing may not be available on favorable terms or at allpersonnel;
obtain, maintain, expand and

protect our intellectual property portfolio; and

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equity financing could be dilutive to current stockholders. Debt financing and other non-dilutive financing, if available, may involve restrictive covenants and dilutive financing instruments.  Our ability to access capital when needed is not assured and, if capital is not available to us when, and in the amounts needed, we will not be able to expand our operations beyond bringing the lifestyle vehicle to the point of production, and we could be required to delay, scale back, or abandon some or all of our development programs and other operations, which could materially harm our business, financial condition and results of operations.

The accompanying condensed consolidated financial statements have been prepared by management assuming that we will continueoperate as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.  public company.

As of the date of this report, we believe that our existing cash resources are not sufficient to support planned operations, which comprise bringing our lifestyle vehicle to the point of production, for the next 12 months. As aThe accompanying condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result management believes that our existing financial resources are sufficient to continue operating activities for at least one year pastfrom the issuance dateoutcome of the financial statements.

this uncertainty.

Cash Flows Summary

Presented below is a summary of our operating, investing and financing cash flows (in thousands):

For the Nine Months Ended

September 30, 

Consolidated Cash Flow Statements Data:

    

2021

    

2020

    

Net cash used in operating activities

$

(180,621)

$

(65,091)

Net cash used in investing activities

(100,110)

 

(1,209)

Net cash (used in) provided by financing activities

(5,377)

 

186,129

Three months ended
March 31,
Consolidated Cash Flow Statements Data
20222021
Net cash used in operating activities$(120,337)$(53,948)
Net cash provided by (used in) investing activities1,998 (12,108)
Net cash provided by financing activities9,471 5,559 
Cash Flows from Operating Activities

Our cash flows from operating activities are significantly affected by the growth of our business primarily related to research and development as well as selling, general, and administrative activities. Our operating cash flow is also affected by our working capital needs to support growth in personnel-related expenditures and fluctuations in accounts payable and other current assets and liabilities.

Net cash used in operating activities was $180.6$120.3 million for the ninethree months ended September 30, 2021.March 31, 2022. Our cash outflow from operating activities primarily consist of payments related to our research and development and selling, general and administration expenses. Total expenditure as it relates to research and development excluding depreciation was $158.0$82.5 million during the ninethree months ended September 30, 2021,March 31, 2022, of which $22.6$7.0 million related to stock-compensation expenses. We also incurred selling, general and administration expenses of $144.1$55.6 million for the ninethree months ended September 30, 2021,March 31, 2022, of which $67.1$13.7 million related to stock-compensation expenses during the nine months ended September 30, 2021.expenses. The expenses include salaries and benefits paid to employees as primarily all salaries and benefits were paid in cash during the ninethree months ended September 30, 2021.

Net cash used in operating activities was $65.1 million for the nine months ended September 30, 2020. Our cash outflow from operating activities primarily consist of payments related to our research and development and selling, general and administration expenses. The total expenditure as it relates to research and development excluding depreciation was $52.9 million during the nine months ended September 30, 2020, of which $0.7 million related to stock-compensation expenses during the nine months ended September 30, 2020. We also incurred selling, general and administration expenses of $15.9 million for the nine months ended September 30, 2020, of which $0.4 million related to stock-compensation expenses during the period. Primarily all of research and development and selling, general and administrative expenses were paid in cash.  The expenses include salaries and benefits paid to employees as primarily all salaries and benefits were paid in cash during the nine months ended September 30, 2020.

March 31, 2022.

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Cash Flows from Investing Activities

We continuegenerally expect to experience negative cash flows from investing activities as we expand our business and continue to build our infrastructure. Cash flows from investing activities primarily relate to capital expenditures to support our growth.

Net cash used inprovided by investing activities was approximately $100.1$2.0 million for the ninethree months ended September 30, 2021March 31, 2022 which primarily consisted of a repayment received in February 2022 totaling $30.4 million from VDL Nedcar as well as purchases of production tooling as well asand machinery and equipment to support future manufacturing activities.

Net cash used in investing activities was $1.2 million for the nine months ended September 30, 2020, which primarily consisted of purchases of machinery and equipment, computer hardware and software and leasehold improvements.

Cash Flows from Financing Activities

Net cash used in financing activities was $5.4 million for the nine months ended September 30, 2021, which was primarily due to a $6.9 million repayment of the Company’s PPP loan and $5.3 million in payments for offering costs, offset by proceeds of $6.9 million resulting from the exercise of public warrants.

Net cash provided by financing activities was $186.1$9.5 million for the ninethree months ended September 30, 2020,March 31, 2022, which was primarily due to proceeds of $8.4 million received from VDL Nedcar in February 2022 for the proceeds from convertible debt and derivative liability as well aspurchase of the loan advance.

shares of Common Stock.

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Off-Balance Sheet ArrangementsTableofContents

We are not a party to any off-balance sheet arrangements.

Critical Accounting Policies and Estimates

Our condensed consolidated financial statements (unaudited) have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, as well as the reported expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.

Actual results may differ from these estimates under different assumptions or conditions. We believe that the accounting policies discussed below are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates.


There have been no material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates described in our Annual Report on Form 10-K for the year ended December 31, 2020.2021. For a discussion of our critical accounting policies and estimates, see the section titled “Critical Accounting Policies and Estimates” included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations, each included in our Annual Report on Form 10-K.”

Emerging Growth Company and Smaller Reporting Company Status

We currently qualify as an “emerging growth company” as defined in Section 2(a) of the Securities Act, as amended, and have elected to take advantage of the benefits of the extended transition period for new or revised financial accounting standards and certain other exemptions and reduced reporting requirements provided by the JOBS Act. Accordingly, we have not been required to provide an auditor’s attestation report on our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act. Based on the Company’s aggregate worldwide market value of voting and non-voting common equity held by non-affiliates as of June 30, 2021, the Company will

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become a “large accelerated filer” and lose emerging growth company status beginning with its Annual Report on Form 10-K for the year ending December 31, 2021. Therefore, our independent registered public accounting firm will be required to provide the attestation report on our system of internal control over financial reporting in such Annual Report. 

We currently qualify as a “smaller reporting company” as defined in the Exchange Act. As a result of becoming a “large accelerated filer”, we will no longer be a smaller reporting company even if our annual revenue is less than $100.0 million for the year ending December 31, 2021. As a result, starting with our first quarterly report in 2022, we will no longer be eligible to rely on the scaled disclosure exemptions applicable to smaller reporting companies.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

We have not, to date, been exposed to material market risks given our early stage of operations. Upon commencing commercial operations, we may be exposed to material market risks. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our current market risk exposure is primarily the result of fluctuations in interest rates.
Interest Rate Risk

We are exposed to market risk for changes in interest rates applicable to our cash and cash equivalents. We had cash and cash equivalents totaling $104.9 million as of March 31, 2022. Our cash and cash equivalents were invested primarily in money market funds and are not invested for trading or speculative purposes. However, due to the short-term nature and the low-risk profile of the money market funds, we do not believe a sudden increase or decrease in market interest rates would have a material effect on the fair market value of our portfolio.
Inflation Risk

We do not believe that inflation has had a material effect on our business, financial condition or results of operations. Inflationary factors such as increases in material costs (e.g. semiconductor chips) or overhead costs may adversely affect our business, financial condition, and operating costs upon commencing commercial operations.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The term “disclosure

Our management, with the participation of our Executive Chair and Chief Executive Officer, ("CEO") and Interim Chief Financial Officer ("CFO"), has evaluated the effectiveness of our disclosure controls and procedures”,procedures as of March 31, 2022. We have established and currently maintain disclosure controls and procedures, as such term is defined underin Rules 13a-15(e) and 15d-15(e) underof the Exchange Act, means controls and other procedures of a company that are designed to ensureprovide reasonable assurance that information required to be disclosed by a company in theour reports that it files or submitsfiled under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’sSEC's rules and forms. Disclosure controlsforms, and procedures include, without limitation, controls and procedures designed to ensure that such information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including itsour principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. Because there are inherent limitations in all control systems, a control system,In designing and evaluating disclosure controls and procedures, management recognized that any controls and procedures, no matter how well conceiveddesigned and operated, can provide only reasonable as opposedassurance of achieving the desired control objectives, and management necessarily was required to absolute, assurance thatapply its judgment in evaluating the objectivescost-benefit relationship of the control system are met. These inherent limitations include the realities that judgments in decision-making can be faulty,possible controls and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

While we have made meaningful progressprocedures.

Based on strengthening our internal controls relative to the previously identified material weaknesses, those material weaknesses have not yet been fully remediated. Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated the effectivenessan evaluation of our disclosure controls and procedures, as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our managementCEO and CFO concluded that our disclosure controls and procedures were not effective at thea reasonable assurance level as of the end of the period covered by this Quarterly Report on Form 10-Q, as a result of the ongoing remediation associated with the material weaknesses both discussed below and identified in our Annual Report on Form 10-K and Quarterly Report on Form 10-Q for the quarter ended March 31, 2021.

The Company has taken the following remediation actions to date in relation to the previously identified material weaknesses described under Part II, Item 9A, “Disclosure Controls and Procedures,” of our Annual Report on Form 10-K and Part I, Item 4, “Controls and Procedures,” of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021:

2022.
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a.TableofContentsHired experienced executives and personnel within our accounting and IT functions to strengthen the Company's expertise in financial close, technical accounting and reporting and IT capabilities;
b.Hired experienced personnel to enhance and operate our internal control program and execute related remediation efforts, including co-sourcing our internal audit function to an experienced, nationally recognized Big Four public accounting firm;
c.Implemented a formal financial reporting risk assessment with the assistance of third-party specialists;

35

d.Designed and implemented additional internal reporting processes and controls, including those intended to add rigor to our financial close processes;
e.Designed and implemented controls as it relates to segregation of duties, user access rights and privileges and change management;
f.Designed and implemented controls over account reconciliations and review of journal entries;
g.Engaged third-party assistance by an experienced, nationally recognized Big Four accounting firm to aid in our evaluation of the accounting for complex transactions as they arise; and
h.Designed and began execution of a comprehensive management testing program covering all key controls that were implemented to support to our remediation efforts.

We will not be able to conclude whether the material weaknesses have been remediated until sufficient time has elapsed to provide evidence that the newly designed and implemented or enhanced controls are operating effectively and operating effectiveness has been validated through completion of our management testing program.

Changes in Internal Control over Financial Reporting

During the second quarter of 2021, we implemented a new employee stock plan administration system. Accordingly, we are modifying the design and documentation of certain processes and internal controls related to the system implementation. We do not believe that the system implementation is likely to materially affect our internal control over financial reporting.

Other than as discussed above, there

There were no changes in our internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended September 30, 2021March 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

30

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

For a description of any material pending legal proceedings, please see Note 8,7, Commitments and Contingencies, of the notes to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors


Except as stated below, there have been no material changes to our risk factors as previously disclosed in our Annual Report on Form 10-K. Any of the risk factors included in the Annual Report on Form 10-K or enumerated below could result in a significant or material adverse effect on our results of operations, financial condition or cash flows. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.


Risks Related to Our Business and Financial Results

Our management has performed an analysis of our Production Processesability to continue as a going concern and Supply Chain

has identified substantial doubt about our ability to continue as a going concern.


Based on their assessment, our management has raised concerns about our ability to continue as a going concern. As substantial doubt about our ability to continue as a going concern exists, our ability to finance our operations through the sale and issuance of debt or equity securities or through bank or other financing could be impaired. Management continues to explore raising additional capital through a combination of debt financing, other non-dilutive financing and/or equity financing to supplement the Company’s capitalization and liquidity. However, management cannot conclude as of the date of this filing that its plans are probable of being successfully implemented. Our ability to continue as a going concern will depend on our ability to obtain additional capital. Additional capital may not be available on favorable terms, or at all, and equity financing could be dilutive to current stockholders. If we raise funds by issuing debt securities or preferred stock, or by incurring loans, these forms of financing would have rights, preferences, and privileges senior to those of holders of our Common Stock. If adequate capital is not available to us when, and in the amounts needed, we could be required to terminate or significantly curtail our operations and our prospects, financial consolidated results of operations could be materially adversely affected, in which case our investors could lose some or all of their investment.
We
Our current business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we may not be able to realize the non-dilutiveexecute our business plans and our prospects, financial incentives offered by the Statescondition and results of Oklahomaoperations could be materially adversely affected.

We have experienced operating losses, and Arkansas where we will developexpect to continue to incur operating losses as we implement our own manufacturing facilities. Developing our own manufacturing facilities for production of our EVs could increasebusiness plans. We expect our capital expenditures to continue to be significant in the foreseeable future as we expand our business. We expect to expend capital with significant outlays directed both towards bringing our current vehicle programs to market as well as developing additional vehicles, along with related products and delay or inhibit production of our EVs.

In June 2021,service offerings. The fact that we finalizedhave a limited operating history means we have limited historical data on the selection of the State of Oklahoma as the locationdemand for our U.S. mega microfactory (among other facilities) to execute Phase 2 of production of our EVs and other products. As a result, our capital requirements are uncertain and actual capital requirements may be different from those we currently anticipate. In addition, new opportunities for growth in November 2021,future product lines and markets may arise and may require additional capital.


As of March 31, 2022, our principal source of liquidity is our unrestricted cash balance in the amount of $104.9 million.On May 10, 2022, we finalizedentered into a Standby Equity Purchase Agreement (“SEPA”) whereby we will have the selectionright, but not the obligation, to sell to Yorkville up to $250,000,000 of our shares of Common Stock. However, our right to sell shares under the State of Arkansas asSEPA is subject to certain conditions that may not be satisfied. Accordingly, we may not be able to utilize this facility to raise additional capital when, or in the location for an advanced industrialization facility (amongamounts, we may require. In addition, under the SEPA, we may also request one or more pre-advance loans from Yorkville. Such pre-advance loans are also subject to certain conditions, which may not be satisfied. Any debt we incur from Yorkville or other facilities), whichparties could make us more vulnerable to a downturn in our operating results or a downturn in economic conditions. If our cash flow from operations is expected

36

insufficient to support our initial production of EVs starting in 2022. As part of the negotiations with the State of Oklahoma and the State of Arkansas, the States have offered non-dilutive financial incentives to support our facilities, whichmeet any debt service requirements, we expect could be realized through a periodrequired to refinance our obligations, or dispose of time based upon the achievement of certain milestones.

Our agreements with the States of Arkansas and Oklahoma are preliminary and thereassets in order to meet debt service requirements.


31

As an early-stage growth company, our ability to access capital is no assurancecritical. We expect that we will be ableneed to enter into definitive agreements reflecting the non-dilutive financial incentives we have been offered. There is also no guarantee that if we are ableraise additional capital in order to enter into definitive agreements, we will be ablecontinue to achieve the milestones or other requirements established by the States of Arkansas and Oklahoma to realize the full value of the financial incentives. Other factors beyondexecute our control, could also impact the ability of the States to materialize such incentives. As a result, there is no guarantee that we will realize the non-dilutive incentives offered to us.

In addition, there can be no assurance that we will be able to establish our own production facilitiesbusiness plans in the Statefuture, and we plan to use the Yorkville facility, if the conditions for its use are satisfied and seek additional equity and/or debt financing, including by offering additional equity, and/or equity-linked securities, through one or more credit facilities and potentially by offering debt securities, to finance a portion of Arkansasour future expenditures.


The sale of additional equity or equity-linked securities could dilute our stockholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations or our ability to pay dividends to our stockholders. Our ability to obtain the Statenecessary additional financing to carry out our business plans or to refinance, if necessary, any outstanding debt when due is subject to a number of Oklahoma withinfactors, including general market conditions and investor acceptance of our business model. These factors may make the planned timelines, or at all. The expensetiming, amount, terms and time required to complete developmentconditions of such facilities andfinancing unattractive or unavailable to assure that EVs manufactured at such facilities comply with our quality standards and regulatory requirements could be greater than currently anticipated. Developing our own manufacturing and production facilities could increase our capital expenditures and could delay production of our EVs.us. If we are unable to complete development of our facilities in accordance with our anticipated timelines,raise sufficient funds on favorable terms, we may be unablehave to produce and deliversignificantly reduce our EVs to the market withinspending, delay or cancel our planned timelines.

Our manufacturing facilitiesactivities or substantially change our corporate structure. We might not be able to obtain any such funding or we might not have sufficient resources to conduct our business as projected, both of which could mean that we would be forced to curtail or discontinue our operations and our prospects, financial consolidated results of operations could be materially adversely affected, in which case our investors could lose some or all of their investment.


The PIPE may be harmednot close in the expected time frame or rendered inoperable by natural or man-made disasters, including earthquakes, flooding, fire and power outages, or by health epidemics, such as the recent COVID-19 pandemic,at all, which may render it difficultnegatively affect our business prospects.

The funding of the PIPE is subject to customary closing conditions that may not be satisfied. If the PIPE is delayed or impossible for us to manufacturedoes not close, our EVs for some period of time. The inability to manufacture our EVs or the backlog that could develop if our manufacturing facilities are inoperable for even a short period of time may result in the loss of customers or harm our reputation.

liquidity and business prospects will be negatively impacted.


Risks Related to Technology, Data and Privacy-Related Matters

Our partners and third-party vendors, including our selected outsourced manufacturing partner, are subject to cybersecurity and other production risks, which could harm our competitive advantage or cause delays in the productionSecurities


Substantial blocks of our vehicles.

The parent company of our selected outsourced manufacturing partner, VDL Nedcar B.V. (“VDL Nedcar”), wasCommon Stock may be sold into the subject of a large-scale cybersecurity attack on October 7, 2021, which disabled computers and servers and resulted in the shutdown of a large part of its operations, some of which have only resumed recently. Because the investigation as to the background and consequences of the attack remain ongoing, we have not yet been able to determine if the proprietary information and intellectual property we have shared with VDL Nedcar in anticipation of entering into definitive agreements, was accessed, compromised or misappropriated in the incident. If the perpetrators of the attack obtained access to our proprietary information and intellectual property, our competitive advantage could be seriously harmed. Loss of our competitive advantage could adversely affect our business, prospects, financial condition and operating results.

If our selected outsourced manufacturing partner suffers disruptions, delays or capacity constraintsmarket as a result of cybersecurity attacks or otherwise, and is unablethe shares sold to manufacture EVs at scale that meet our specifications and timeline, or if we are not able to enter into long-term definitive agreements with our selected outsourced manufacturing partner, weYorkville under the Yorkville facility, which may need to accelerate our plans with respect to the development of our own manufacturing facilities or find other alternatives, including securing a different outsourced manufacturer. Pursuing these alternatives could cause significant delays in the production of our vehicles and cause us to incur additional costs. Delays and additional costs could have a material adverse effect on our business, prospects, financial condition and operating results.

37

Risks Related to Environmental, Regulatory and Tax Matters

We face risks and uncertainties related to litigation, regulatory actions and government investigations and inquiries.

We are, and may in the future become, subject to various litigations, other claims, suits, regulatory actions and government investigations and inquiries. See the description of certain current legal proceedings described under Note 8, Commitments and Contingencies, of the notes to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

In addition, from time to time, we may be involved in other legal proceedings arising in the ordinary course of business, including those relating to employment matters, relationships with collaboration partners, intellectual property disputes, and other business matters. Any such claims or investigations may be time-consuming, costly, divert management resources, or otherwise have a material adverse effect on our business or result of operations.

The results of the current legal proceedings and any future legal proceedings cannot be predicted with certainty and adverse judgments or settlements in some or all of these legal proceedings may result in materially adverse monetary damages or injunctive relief against us. Any such payments or settlement arrangements in current or future litigation, could have a material adverse effect on our business, operating results or financial condition. Even if the plaintiffs’ claims are not successful, current or future litigation could result in substantial costs and significantly and adversely impact our reputation and divert management’s attention and resources, which could have a material adverse effect on our business, operating results and financial condition, and negatively affect the price of our common stock. In addition, such legal proceedingsCommon Stock to decline.


The price of our Common Stock could decline if there are substantial sales of shares of our Common Stock, if there is a large number of shares of our Common Stock available for sale, or if there is the perception that these sales could occur.

On May 10, 2022, we entered into a SEPA with Yorkville. Pursuant to the SEPA, we will have the right, but not the obligation, to sell to Yorkville up to $250,000,000 of our shares of Common Stock, at our request any time during the 36 months following the execution of the SEPA.

Any issuance of shares of Common Stock pursuant to this facility will dilute the percentage ownership of stockholders and may dilute the per share projected earnings (if any) or book value of our Common Stock. Sales of a substantial number of shares of our Common Stock in the public market or other issuances of shares of our Common Stock, or the perception that these sales or issuances could occur, could cause the market price of our Common Stock to decline and may make it more difficult for you to finance our operations.

General Risk Factors

We currently qualify as an “emerging growth company”sell your shares at a time and price that you deem appropriate.


The actual number of shares of Common Stock we will issue pursuant to the Yorkville facility at any one time or in total, is uncertain. .

Subject to certain conditions in the SEPA and compliance with applicable law, we have the discretion to deliver a “smaller reporting company” withinnotice to Yorkville at any time throughout the meaningterm of the Securities Act; however, weSEPA. The number of shares of Common Stock that are sold to Yorkville after delivering such notice will ceasefluctuate based on a number of factors. It is not possible at this stage to qualify as an “emerging growth company” beginning with our Annual Report on Form 10-K forpredict the year ending December 31, 2021, and at such time,number of shares of Common Stock that will be required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act.

We currently qualify as an “emerging growth company” as defined in Section 2(a) of the Securities Act, as amended, and have elected to take advantage of the benefits of the extended transition period for new or revised financial accounting standards and certain other exemptions and reduced reporting requirements provided by the JOBS Act. Accordingly, we have not been required to provide an auditor’s attestation report on our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act. Based on the Company’s aggregate worldwide market value of voting and non-voting common equity held by non-affiliates as of June 30, 2021, the Company expects that it will become a “large accelerated filer” and lose emerging growth company status beginning with its Annual Report on Form 10-K for the year ending December 31, 2021. Therefore, our independent registered public accounting firm will be required to provide the attestation report on our system of internal control over financial reporting in such Annual Report. If we are unable to assert that our internal control over financial reporting is effective, as a result of not having remediated the material weaknesses described herein, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, or expresses an adverse opinion, investors may lose confidence in the accuracy and completeness of our financial reports, we may face restricted access to the capital markets or other sources of funds and our stock price may be adversely affected.

We currently qualify as a “smaller reporting company” as defined in the Exchange Act. As a result of becoming a “large accelerated filer”, we will no longer be a smaller reporting company even if our annual revenue is less than $100.0 million for the year ending December 31, 2021. However, we will continue to be able to take advantage of certain of the scaled disclosures available to smaller reporting companies in our Annual Report on Form 10-K for the year ending December 31, 2021 and our 2022 proxy statement. These scaled disclosures include presenting only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and reduced disclosure obligations regarding executive compensation in our proxy statement. This may make comparison of our disclosures with another

38

ultimately issued.    

public company, which is not a smaller reporting company, difficult because of the differences in the extent of such disclosure.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

None.

On February 17, 2022, the Company issued to VDL Nedcar, 972,222 shares of common stock of the Company and warrant to purchase an aggregate additional 972,222 shares of common stock of the Company with an exercise price ranging from $18 to $40 per share, for an aggregate purchase price of $8.4 million. The Exercise Period with respect to the warrant is from November 1, 2022 to November 1, 2025 unless terminated early. The warrant can be exercised in whole or
32

in part during the Exercise Period but can only be exercised in three equal tranches and after the stock price per share of common stock has reached at least the relevant exercise price. The shares and warrant were issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The table below provides information with respect to recent repurchases of unvested shares of our Common Stock:
Period
Total Number of
Shares Purchased
(1)
Average Price
 Paid per Share
Total Number of
 Shares Purchased as
 part of Publicly
 Announced Plans or
 Programs
Maximum Number
 of Shares that May
 Yet Be Purchased
 Under the Plans or
 Programs
January 1 - January 31, 202289,195 $0.01 — — 
February 1 - February 28, 2022118,025 $0.01 — — 
March 1 - March 31, 202289,552 $0.01 — — 
_________________________
(1)Certain of our shares of common stock:

stock held by employees and service providers are subject to vesting. Unvested shares are subject to a right of repurchase by us in the event the holder of such shares is no longer employed by or providing services for us. All shares in the above table were shares repurchased as a result of our exercising this right and not pursuant to a publicly announced plan or program.

    

    

    

Total Number of 

    

Maximum Number 

Shares Purchased as 

of Shares that May 

Total Number of 

part of Publicly 

Yet Be Purchased 

Shares Purchased

Average Price 

Announced Plans or 

Under the Plans or 

Period

 (1)

Paid per Share

Programs

Programs

July 1 - July 31, 2021

 

125,761

$

0.01

 

 

August 1 - August 31, 2021

 

62,191

$

0.01

 

 

September 1 - September 30, 2021

 

102,562

$

0.01

 

 

(1)Certain of our shares of common stock held by employees and service providers are subject to vesting. Unvested shares are subject to a right of repurchase by us in the event the holder of such shares is no longer employed by or providing services for us. All shares in the above table were shares repurchased as a result of our exercising this right and not pursuant to a publicly announced plan or program.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers (Item 5.01)

On November 13, 2021, the Company executed a modification to the employment terms of Renato Giger, the Company’s Interim Chief Financial Officer, pursuant to which Mr. Giger’s base salary was adjusted to $12,000 per month, effective November 16, 2021. All other terms of Mr. Giger’s employment and compensation remain unchanged.

Corrected Financial Information

The following tables showing the correction of prior period amounts should be read in conjunction with Note 3 to our condensed consolidated unaudited financial statements in this Quarterly Report on Form 10-Q. This correction affected our consolidated balance sheet, consolidated statement of operations, consolidated statement of redeemable convertible preference shares and stockholders’ (deficit) equity and consolidated statement of cash flows for year ended December 31, 2020.

39

Not applicable.

33

This correction was not material to any of our previously issued financial statements. The following tables show the affected line items within the consolidated financial statements (in thousands):

As of December 31, 2020

As Previously 

Warrants 

Reported

adjustments

As Restated

Consolidated Balance Sheet

    

  

    

  

    

  

Private placement warrants liability

$

$

6,613

$

6,613

Total liabilities

 

181,615

 

6,613

 

188,228

Stockholders' equity (deficit)

 

  

 

  

 

  

Additional paid in capital

 

920,324

 

(9,745)

 

910,579

Accumulated deficit

 

(348,493)

 

3,132

 

(345,361)

Total stockholders' equity (deficit)

 

571,855

 

(6,613)

 

565,242

For the year ended December 31, 2020

    

As Previously 

    

Warrants 

    

Reported

adjustments

As Corrected

Consolidated Statement of Operations

 

  

 

  

 

  

Other (expense) income

 

  

 

  

 

  

Gain (loss) on fair value change in private placement warrants liability

$

$

3,132

$

3,132

Loss before income taxes

 

(89,816)

 

3,132

 

(86,684)

Net loss and comprehensive loss

 

(89,818)

 

3,132

 

(86,686)

Net loss per share, basic and diluted

 

(0.81)

 

0.03

 

(0.78)

Other than changes made to reflect the impact of the recognition of the fair value of the private placement warrants liability at the Closing Date to additional paid-in capital and the subsequent remeasurement of the fair value of the warrant liability at December 31, 2020 to accumulated deficit, there have been no changes to the Consolidated Statement of Redeemable Convertible Preference Shares and Stockholders’ (Deficit) Equity (in thousands).

For the year ended December 31, 2020

    

As Previously 

    

Warrants 

    

Reported

adjustments

As Corrected

Consolidated Statement of Redeemable Convertible Preference Shares and Stockholders' (Deficit) Equity

 

  

Additional paid-in Capital

$

920,324

$

(9,745)

$

910,579

Accumulated Deficit

 

(348,493)

 

3,132

 

(345,361)

Net loss and comprehensive loss

 

(89,818)

 

3,132

 

(86,686)

Total stockholders' (deficit) equity

 

571,855

 

(6,613)

 

565,242

For the year ended December 31, 2020

    

As Previously

    

Warrants

    

Reported

adjustments

As Corrected

Consolidated Statement of Cash Flows

 

  

 

  

 

  

Cash flows from operating activities

Net loss

$

(89,818)

$

3,132

$

(86,686)

Gain on fair value change in private placement warrants liability

 

 

(3,132)

 

(3,132)

Supplemental non-cash investing and financing activities

 

  

 

  

 

  

Recognition of private placement warrants liability

 

 

9,745

 

9,745

40

Item 6. Exhibits

Exhibit
No.

Description

3.1

3.2

10.1

31.1*

10.2

Amendment to Offer Letter, dated November 13, 2021, by and between Canoo Technologies Inc. and Renato Giger

31.1*

Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.

31.2*

32.1**

32.2**

101.INS

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

____________________

*      Filed herewith.

**     The certifications attached as Exhibit 32.1 and Exhibit 32.2 that accompany this Quarterly Report on Form 10-Q are deemed furnished and not filed with the SEC and are not to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

41

34

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, duly authorized.

Date: May 10, 2022

Date: November 15, 2021

CANOO INC.

CANOO INC.

By:

By:

/s/ Tony Aquila

Name:

Tony Aquila

Title:

Executive Chairman and Chief Executive Officer

and Executive Chair of the Board

(Principal Executive Officer)

By:

/s/ Renato Giger

Ramesh Murthy

Name:

Renato Giger

Ramesh Murthy

Title:

Senior Vice President, Interim Chief Financial Officer

and Chief Accounting Officer

(Principal Financial Officer and Principal Accounting Officer)

42

35