Dear Stockholder:

You are cordially invited to attend the 2023 AnnualSpecial Meeting of Stockholders (the “Annual“Special Meeting”) of CANOO INC., a Delaware corporation (the “Company,” “Canoo,” “we,” “us” or “our”). The meetingSpecial Meeting will be held on Tuesday, December 19, 2023Thursday, February 29, 2024 at 8:30 a.m. Central Time via a live audio webcast. You will be able to attend the AnnualSpecial Meeting and vote online during the meeting by visiting www.virtualshareholdermeeting.com/GOEV2023GOEV2024SM and logging in using the 16-digit control number included on your proxy card or on the voting instruction form accompanying these proxy materials. The meetingSpecial Meeting will be held for the following purposes:

These items of business are more fully described in the proxy statement accompanying this notice.

This Notice of AnnualSpecial Meeting (this “Notice”), the accompanying proxy statement and form of proxy are first being mailed on or about November 7, 2023January 18, 2024 to stockholders of record as of October 27, 2023January 9, 2024 (the “Record Date”). Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.

This proxy statement (this “Proxy Statement”) and the accompanying proxy card are being furnished to stockholders of Canoo Inc., a Delaware corporation (“Canoo,” the “Company,” “our,” “us,” or “we”), in connection with the solicitation of proxies by our board of directors (the “Board”) for use at our AnnualSpecial Meeting of Stockholders to be held December 19, 2023,February 29, 2024, including any adjournment, postponement or rescheduling thereof (the “Annual“Special Meeting”).

Only stockholders of record as of the close of business on October 27, 2023,January 9, 2024, the record date for determination of the stockholders entitled to vote at the AnnualSpecial Meeting (the “Record Date”), will be entitled to vote at the AnnualSpecial Meeting.

We have sent you these proxy materials because the Board is soliciting your proxy to vote at the AnnualSpecial Meeting, including at any adjournments or postponements of the meeting.Special Meeting. You are invited to attend the AnnualSpecial Meeting to vote on the proposals described in this Proxy Statement. However, you do not need to attend the meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card, or follow the instructions below to submit your proxy by telephone or through the Internet.

Pursuant to rules adopted by the Securities and Exchange Commission (“SEC”), we have elected to provide access to our proxy materials over the Internet. Most of our stockholders holding their shares in “street name” will not receive paper copies of our proxy materials (unless requested) and will instead be sent a Notice of Internet Availability of Proxy Materials (a “Notice of Internet Availability”) from the brokerage firms, banks or other agents holding their accounts. All “street name” stockholders receiving a Notice of Internet Availability will have the ability to access the proxy materials on the website referred to in the Notice of Internet Availability or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice of Internet Availability.

We are providing stockholders who have previously requested a printed set of our proxy materials with paper copies of our proxy materials instead of a Notice of Internet Availability.

The AnnualSpecial Meeting will be held on December 19, 2023February 29, 2024 at 8:30 a.m. Central Time and will be a virtual meeting, which will be conducted entirely online via audio webcast to allow greater attendance. You may attend and vote at the AnnualSpecial Meeting by following the instructions provided on the Notice of Internet Availability, proxy card or voting instruction form to log in to www.virtualshareholdermeeting.com/GOEV2023.GOEV2024SM. If you are a stockholder of record, you will be asked to provide the 16-digit control number from your Notice of Internet Availability or proxy card. If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, follow the instructions from your broker or bank. The audio webcast of the AnnualSpecial Meeting will begin promptly at 8:30 a.m. Central Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 8:15 a.m. Central Time, and you should allow reasonable time for the check-in procedures.

A list of our record stockholders as of the close of business on October 27, 2023,January 9, 2024, the Record Date, will be made available to stockholders during the AnnualSpecial Meeting at www.virtualshareholdermeeting.com/GOEV2023.GOEV2024SM. In addition, for the ten days prior to the AnnualSpecial Meeting, the list will be available for examination by any stockholder

Whether or not you plan to attend the meeting,Special Meeting, we urge you to fill out and return the enclosed proxy card or vote by proxy over the telephone or on the Internet as instructed above to ensure your vote is counted.

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a Notice of Internet Availability containing voting instructions from that organization rather than from the Company. To vote prior to the AnnualSpecial Meeting, simply follow the voting instructions in the Notice of Internet Availability to ensure that your vote is counted. Alternatively, you may vote by telephone or over the Internet as instructed by your broker or bank. To vote at the AnnualSpecial Meeting, you must obtain a control number from your broker, bank or other agent. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact that organization to request a control number.

If you are a stockholder of record and do not vote by completing your proxy card, through the Internet, by telephone or in person atduring the AnnualSpecial Meeting, your shares will not be voted.

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted “For” each proposal presented in this Proxy Statement. If any other matter is properly presented at the meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.

If you are a beneficial owner of shares held in street name and you do not instruct your broker, bank or other agent how to vote your shares, your broker, bank or other agent may still be able to vote your shares in its discretion. In this regard, under the rules of the New York Stock Exchange (NYSE)(“NYSE”), brokers, banks and other securities intermediaries that are subject to NYSE rules may use their discretion to vote your “uninstructed” shares with respect to matters considered to be “routine” under the NYSE rules, but not with respect to “non-routine” matters. In this

If you receive more than one set of proxy materials, or more than one Notice of Internet Availability, or combination thereof, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on each set of proxy materials or Notice of Internet Availability to ensure that all of your shares are voted.

Yes. You can revoke your proxy at any time before the final vote at the meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:

If your shares are held by your broker, bank or other agent, you should follow the instructions provided by your broker, bank or other agent.

The Company held its 2023 annual meeting of stockholders on December 29, 2023. Stockholders who intend to have a proposal considered for inclusion in our proxy materials for presentation at our annual meeting of stockholders to be held in 2024 (the “2024 Annual Meeting”) pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must submit the proposal in writing to the Company’s Corporate Secretary at 15520 Highway 114, Justin, Texas 76247 by July 9, 2024 and must otherwise comply with Rule 14a-8.

If you wish to submit a proposal (including a director nomination) at the 2024 Annual Meeting, other than pursuant to Rule 14a-8, you must comply with the advance notice provisions of the Company’s Bylaws, which require, among other things, that you provide timely written notice of such proposal or nomination to the Corporate Secretary not earlier than the close of business on the 120^th120th day and not later than the close of business on the 90^th90th day prior to the anniversary of the preceding year’s annual meeting of stockholders. Therefore, our Corporate Secretary must receive notice of such a proposal or nomination for the 2024 Annual Meeting no earlier than the close of business

As discussed above, when a beneficial owner of shares held in street name does not give voting instructions to his or her broker, bank or other securities intermediary holding his or her shares as to how to vote on matters deemed to be “non-routine” under NYSE rules, the broker, bank or other such agent cannot vote the shares. These un-voted shares are counted as “broker non-votes.” The Company expects Proposals 12 and 2 are considered3 to be considered “non-routine” under NYSE rules and we therefore expect broker non-votes to exist in connection with those proposals.Proposals 2 and 3. Proposal 31 is expected to be a routine vote and therefore we do not expect any broker non-votes for Proposal 3.1.

The following table summarizes the minimum vote needed to approve each proposal and the effect of abstentions and broker non-votes.

Our Board has adopted resolutions recommending that the stockholders approve an amendment to our Second Amended and Restated Certificate of DirectorsIncorporation, as amended (the “Charter”), in substantially the form attached hereto as Annex A (the “Reverse Stock Split Amendment”), to effect a reverse stock split (the “Reverse Stock Split”) at a ratio within the range between and including 1:2 to 1:30, with the final decision as to whether to proceed with the Reverse Stock Split and the exact ratio of the Reverse Stock Split to be determined by our Board, in its sole discretion, following stockholder approval (if obtained), at any time prior to the one-year anniversary of the date on which the Reverse Stock Split is divided into three classes,approved by the Company’s stockholders at the Special Meeting. If our stockholders approve the Reverse Stock Split, and each class has a three-year term. Vacancies on the Board may be filled only with persons elected by a majoritydecides to implement it, the Reverse Stock Split will become effective upon the filing of the remaining directors. A director electedReverse Stock Split Amendment with the Secretary of State of the State of Delaware (the “Effective Date”).

If the Reverse Stock Split Proposal is approved by our stockholders, the Board will make a determination, in its sole discretion, as to fillwhether effecting the Reverse Stock Split is in the best interest of the Company and our stockholders in light of, among other things, the Company’s ability to increase the bid price of our Common Stock to meet the minimum bid price requirements of Nasdaq without effecting the Reverse Stock Split, the per share price of the Common Stock immediately prior to the Reverse Stock Split, and the expected stability of the per share price of the Common Stock following the Reverse Stock Split. If the Board determines that it is in the best interests of the Company and its stockholders to effect the Reverse Stock Split, it will determine the ratio of the Reverse Stock Split, based on factors discussed below.

The Common Stock has closed below $1.00 per share each trading day from February 9, 2023 through January 5, 2024, the last business day prior to filing this Proxy Statement. Our expectation is that we would implement the Reverse Stock Split if needed in order to cause an increase in our stock price to regain compliance with the Bid Price Requirement. Reducing the number of outstanding shares of our Common Stock should, absent other factors, result in an increase in the per share market price of our Common Stock in satisfaction of Nasdaq’s continued listing standards. However, there is no guarantee that implementing the Reverse Stock Split will increase the price of our Common Stock sufficiently to be able to regain such compliance. If we are otherwise unable to comply with the listing standards, or if we are not able to complete the Reverse Stock Split prior to the end of the compliance period, such non-compliance or a delisting from Nasdaq would materially and adversely affect our ability to raise capital, including under our current agreements, and our financial condition and business.

We need additional funding to execute our business plan to develop and grow our business, including acquiring, developing and tooling our production facilities, developing and producing our electric vehicles, establishing or expanding design, research and development, production, sales, customer experience and service facilities and building our brand. We continue to explore all financing alternatives, including through issuances of directors. our securities, as our operations are anticipated to require significant capital for the foreseeable future. We are also seeking strategic partners to provide additional capital and other support to enable us to scale our business. As we seek additional sources of financing, there can be no assurance that such financing would be available to us on favorable terms or at all. If we are unable to raise substantial additional capital in the near term, through sales of our equity securities or otherwise, our operations and production plans will be scaled back or curtailed.

Accordingly, the two nominees receivingBoard believes that the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do soReverse Stock Split is not withheld, for the election of the two nominees named below. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by Canoo Inc. Each person nominated for election has agreed to serve if elected. The Company’s management has no reason to believe that any nominee will be unable to serve.

This proposal gives the Board sole discretion to determine whether to implement a Reverse Stock Split and, dataif so implemented, select a Reverse Stock Split ratio from within a range between and including 1:2 to global insurance companies, global OEMs and maintenance, repair and overhaul networks. Mr. Aquila currently serves as a member1:30, any time prior to the one-year anniversary of the board of directors and chairdate on which the Reverse Stock Split is approved by the Company’s stockholders, based on the Board’s then-current assessment of the compensation committeefactors below, and in order to maximize Company and stockholder interests. In determining whether to implement the Reverse Stock Split, and which ratio to implement, if any, the Board may consider, among other factors:

We believe that granting our Board the authority to set the ratio for the Reverse Stock Split is essential because it allows us to take these factors into consideration and to react to changing market conditions. If the Board chooses to implement the Reverse Stock Split, the Company will make a leading technologypublic announcement regarding the determination of the Reverse Stock Split ratio.

The Reverse Stock Split, if completed, may not result in the intended benefits described above, the market price of our Common Stock may not increase (proportionately to the cannabis industry,reduction in the number of shares of our Common Stock outstanding after the Reverse Stock Split or otherwise) following the Reverse Stock Split and the market price of our Common Stock may decrease in the future.

Although reducing the number of outstanding shares of our Common Stock through the Reverse Stock Split is intended, absent other factors, to increase the per share market price of our Common Stock, the effect of the Reverse Stock Split on our stock price cannot be predicted with any certainty. In addition, the history of reverse stock splits for other companies is varied, particularly since June 2021. Furthermore, Mr. Aquila currently servessome investors may view a reverse stock split negatively. It is possible that our stock price after the Reverse Stock Split will not increase in the same proportion as the Chairman for Aircraft Performance Group, LLC,reduction in the number of shares outstanding, causing a global providerreduction in the Company’s overall market capitalization. Further, even if we implement the Reverse Stock Split, our stock price may decline due to various factors, including our future performance, financial results, dilutive issuances of mission critical flight operations software, since January 2020,additional securities, market perception of our business, and director of RocketRoute Limited, global aviation services company, since March 2020general industry, market and APG Avionics LLC, an aviation dataeconomic conditions, among the other matters identified under the heading “Risk Factors” in our Form 10-K and software company for the general aviation market since September 2020. Mr. Aquila served as a member of the board of directors of The Lost Explorer Mezcal Company (“Lost Explorer”), a sustainable producer and distributor of handcrafted Mezcal, from May 2021 to April 2023, and continues to be a lead investor of Lost Explorer. From November 2018 to July 2020, Mr. Aquila served as the Global Chairman of Sportradar Group AG (NASDAQ: SRAD), a sports data and content company.

Stockholders should also keep in mind that the 2024 Annual Meeting

The Reverse Stock Split would affect all stockholders uniformly. As of the Effective Date, each stockholder would own a predecessor companyreduced number of L3 Harris Technologies, Inc.,shares of Common Stock. Percentage ownership interests, voting rights and other rights and preferences would not be affected, except to the extent that the Reverse Stock Split would result in fractional shares (as described below).

The Reverse Stock Split would not affect the registration of our Common Stock under Section 12(b) of the Exchange Act, and we would continue to be subject to the periodic reporting and other requirements of the Exchange Act. Our Common Stock would continue to be listed on Nasdaq under the symbol “GOEV” (subject to compliance with continued listing requirements) but would have a technology company, defense contractornew Committee on Uniform Securities Identification Procedures (“CUSIP”) number after the Effective Date.

No fractional shares will be issued in connection with the Reverse Stock Split, if implemented. Our transfer agent, Continental Stock Transfer & Trust Company, will aggregate all fractional shares of our Common Stock and information technology services provider and servedsell them as soon as practicable after the ChairmanEffective Date at the then-prevailing prices on the open market, on behalf of Harris Corporation,those stockholders who would otherwise be entitled to receive a predecessor companyfractional share of L3 Harris Technologies, Inc. from 2012 to 2014. Since 2010, Mr. Dattilo has also servedour Common Stock as a directorresult of Haworth Inc.the Reverse Stock Split. We expect that our transfer agent will conduct the sale in an orderly fashion at a reasonable pace and that it may take several days to sell all of the aggregated fractional shares of our Common Stock (the “Aggregated Fractional Shares”). After the completion of such sale, stockholders of record who otherwise would be entitled to receive fractional shares (i.e., stockholders that hold a privately held, family-owned office furniture manufacturer, and previously served asnumber of pre-Reverse Stock Split Shares of Common Stock not evenly divisible by the final ratio determined by the Board) will instead receive their respective pro rata share of the total proceeds of that sale (the “Total Sale Proceeds”). These stockholders will be entitled to a directorcash payment (without interest), in lieu of Solera Holdings, Inc. from 2013any fractional shares, in an amount equal to: (a) their respective fractional share interest, multiplied by (b) a share price equal to 2016, Alberto Culver Company from 2006(i) the Total Sale Proceeds, divided by (ii) the Aggregated Fractional Shares.

Other than the right to 2011, and Cooper Tire & Rubber Company from 1999receive the cash payment described above, a fractional stockholder, solely with respect to 2006.

The effectiveness of the proposed Reverse Stock Split Amendment or the abandonment thereof, notwithstanding stockholder approval, will be determined by the Board, at its sole discretion, prior to the one-year anniversary of the date on which the Reverse Stock Split is qualifiedapproved by the Company’s stockholders at the Special Meeting. The text of the proposed form of the Reverse Stock Split Amendment is attached hereto as Annex A. If approved by stockholders and implemented by the Board, the Reverse Stock Split will become effective upon the filing of the Reverse Stock Split Amendment with the Secretary of State of the State of Delaware. We will publicly announce the Reverse Stock Split ratio chosen by the Board prior to servethe Effective Date.

The following discussion is a general summary of certain U.S. federal income tax consequences relating to the proposed Reverse Stock Split to us and stockholders. This summary is based on the Board based on her deep expertise in marketing, her management experience, and her track record in creating growth and leading successful movements for societal change and in high-profile global roles.

As required under the Nasdaq Capital Market (“Nasdaq”) listing standards,This summary generally only applies to U.S. holders (as defined below) that hold our Common Stock as a majority of the members of a listed company’s board of directors must qualify as “independent,” as affirmatively determined by the board. Our Board consults with our counsel to ensure that its determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of Nasdaq, as in effect from time to time.

This summary is for general information only and does not address all tax considerations that may be applicable Nasdaq listing standards. In making this determination,to a stockholder’s particular circumstances or to stockholders that may be subject to special tax rules, such as, for example and without limitation, brokers and dealers in securities or commodities, banks and financial institutions, regulated investment companies, real estate investment trusts, personal holding companies, U.S. holders (as defined below) whose functional currency is not the U.S. dollar, U.S. expatriates, non-resident alien individuals, tax-exempt entities, governmental organizations, foreign entities, traders in securities that elect to use a mark-to-market method of accounting for their securities, certain former citizens or long-term residents of the United States, insurance companies, persons holding shares of our Board foundCommon Stock as part of a hedging, integrated or conversion transaction or a straddle or persons deemed to sell shares of our Common Stock under the constructive sale provisions of the Code, persons that nonehold more than 5% of these directors had a materialour Common Stock, persons that hold our Common Stock in an individual retirement account, 401(k) plan or similar tax-favored account, grantor trusts, persons who acquired their Common Stock in connection with employment or other disqualifying relationship withperformance of services, or partnerships or other flow-through entities for U.S. federal income tax purposes and partners, members or investors in such entities. In addition, this summary does not address any aspect of U.S. state or local tax, non-U.S. tax, the Medicare tax on net investment income, U.S. federal estate and gift tax, the base erosion and anti-abuse tax, alternative minimum tax or other U.S. federal tax consequences other than U.S. federal income taxation. This summary also does not address any U.S. federal income tax considerations relating to any other transaction other than the Reverse Stock Split.

For purposes of this summary, a “U.S. holder” means a beneficial owner of our company.Common Stock who is any of the following for U.S. federal income tax purposes:

If an entity (or arrangement) classified as a partnership for U.S. federal income tax purposes holds shares of our Board took into account certain relationships and transactions that occurredCommon Stock, the tax treatment of a partner in the ordinary coursepartnership will generally depend upon the status of business between usthe partner and entities with which somethe activities of the partnership. A U.S. holder treated as a partner in a partnership that holds shares of our directors are or have been affiliated, includingCommon Stock should consult its tax advisor regarding the relationships and transactions described in “Transactions with Related Persons and Indemnification,” and all other facts and circumstances thatU.S. federal income tax consequences of the Board deemed relevant in determining their independence, includingproposed Reverse Stock Split to it.

The Company’s Board of Directorsproposed Reverse Stock Split is currently chaired by Tony Aquila, who also servesintended to be treated as the Company’s Chief Executive Officer. The Board has also appointed Thomas Dattilo as lead independent director.

The BoardAssuming the Reverse Stock Split qualifies as a recapitalization, except as described below with respect to cash received in lieu of Directors met five times duringa fractional share, a U.S. holder generally should not recognize any gain or loss for U.S. federal income tax purposes upon the last fiscal year. Each member of the Board of Directors attended 80% or more ofReverse Stock Split. In the aggregate, number of meetings ofa U.S. holder’s tax basis in the Board and ofCommon Stock received pursuant to the committees on which he or she served, held duringReverse Stock Split (excluding the portion of the last fiscaltax basis that is allocable to any fractional share) should equal the U.S. holder’s tax basis in its Common Stock surrendered in the Reverse Stock Split in exchange therefor, and the holding period of the U.S. holder’s Common Stock received pursuant to the Reverse Stock Split should include the holding period of the Common Stock surrendered in the Reverse Stock Split in exchange therefor. U.S. Treasury regulations promulgated under the Code provide rules for allocating the tax basis and holding period of the shares of the Common Stock received pursuant to the Reverse Stock Split. U.S. holders of our Common Stock acquired on different dates and at different prices should consult their tax advisors regarding the allocation of the tax basis and holding period of such shares.

In general, a U.S. holder who receives a cash payment in lieu of a fractional share should recognize capital gain or loss equal to the difference between the amount of cash received in lieu of the fractional share and the portion of the U.S. holder’s tax basis of the Common Stock surrendered in the Reverse Stock Split that is allocable to the fractional share. Such gain or loss generally should be long-term capital gain or loss if the U.S. holder’s holding period in its Common Stock surrendered in the Reverse Stock Split is more than one year as of the Effective Date. The deductibility of net capital losses by individuals and corporations is subject to limitations. Depending upon a stockholder’s individual facts and circumstances, it is possible that cash received in lieu of a fractional share could be treated as a distribution under Section 301 of the Code, so stockholders should consult their own tax advisors as to that possibility and the resulting tax consequences to them in that event.

Information returns generally will be required to be filed with the IRS with respect to the payment of cash in lieu of a fractional share made pursuant to the Reverse Stock Split unless such U.S. holder is an exempt recipient and timely and properly establishes with the applicable withholding agent the exemption. In addition, payments of cash in lieu of a fractional share made pursuant to the Reverse Stock Split may, under certain circumstances, be subject to backup withholding (at the current applicable rate of 24%), unless a U.S. holder provides, in a timely manner, the appropriate documentation (generally, IRS Form W-9) to the applicable withholding agent certifying that, among other things, its taxpayer identification number is correct, or otherwise establishes an exemption. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or credited against the U.S. holder’s U.S. federal income tax liability, if any, provided that the U.S. holder furnishes the required information in a timely manner to the IRS. U.S. holders should consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption.

The par value per share of our Common Stock will remain unchanged at $0.0001 per share following the Reverse Stock Split. As a result, as of the Effective Date, the stated capital on the Company’s balance sheets attributable to Common Stock will be reduced proportionally based on the Reverse Stock Split ratio, and the additional paid-in capital will be credited with the amount by which hethe capital is reduced. The net income or she wasloss per share of Common Stock will be increased as a director or committee member.result of the fewer shares of Common Stock outstanding. The Reverse Stock Split will be reflected retroactively in our consolidated financial statements.

Taking into account Mr. Aquila’s existing ownership interests and the Board’s belief that equity incentives are a critical compensation element to align management interests with that of the Company’s stockholders, the Board and the Compensation Committee currently consists of Debra von Storch and Thomas Dattilo. Debra von Storch serves as the chair of the Compensation Committee. The Board has determined that(the “Compensation Committee”) have engaged in extensive discussions regarding additional equity compensation for Mr. Aquila.

These discussions covered each of the members ofvarious considerations in deciding to approve the Compensation Committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act,CEO Equity Awards, including, among other things:

After engaging in our annual proxy statement;

Whether or not our stockholders approve the CEO Equity Awards, the Board or the Compensation Committee’s charter.Committee may grant additional equity awards to Mr. Aquila in their discretion in accordance with the terms of the Plan.

On January 6, 2024, the Board, upon recommendation of the Compensation Committee, comply with all applicable SEC rules and regulations and Nasdaq Listing Rules. The Board has adopted a written Compensation Committee charter that is availableapproved the grant to stockholders on the Corporate Governance sectionMr. Aquila of the Company’s website at investors.canoo.com.CEO Equity Awards, contingent upon approval by our stockholders. In addition, the CEO Equity Awards are subject to the cancellation and forfeiture of Mr. Aquila’s previously granted restricted stock units which remain subject to vesting criteria that requires the achievement of a share price milestone:

We believe that granting the authority under its charter to retain outside consultants or advisors, as it deems necessary or advisable. In accordanceCEO Equity Awards will incentivize Mr. Aquila in a manner that aligns his interests with this authority,our long-term strategic direction and the Compensation Committee has engaged the services of Mercer (US) Inc. (“Mercer”) as its independent outside compensation consultant. Neither Mercer nor any of its affiliates maintain any other direct or indirect business relationships with the Company or anyinterests of our subsidiaries. The Compensation Committee evaluated whether any work provided by Mercer raised any conflictstockholders in support of interest for services performed during 2022 and determinedlong-term value creation. To that it did not.

The compositionBoard and function of the NominatingCompensation Committee considered at length which performance metrics would both meaningfully drive the Company’s performance and Corporate Governance Committee comply with all applicable SEC rules and regulations and Nasdaq Listing Rules.create significant stockholder value. The Board has adoptedand the Compensation Committee considered a written Nominating and Corporate Governance Committee charter that is available to stockholders on the Corporate Governance sectionvariety of the Company’s website at www.investors.canoo.com.

The Nominatingprincipal terms of the CEO PSU are summarized below. This summary is not a complete description of the CEO PSU, and Corporate Governance Committee appreciatesit is qualified in its entirety by reference to the CEO PSU Award Grant Notice and Award Agreement, which is attached as Annex B to this proxy statement.

The total number of shares of our Common Stock underlying the CEO PSU will be 39,382,767. The total number of shares underlying the CEO PSU is equivalent to approximately 4.04% of the total number of shares of our Common Stock outstanding as of January 16, 2024 (assuming for this purpose that all shares underlying the CEO PSU (but not the CEO RSU) have been issued). The value of thoughtful Board refreshment,the CEO PSU based on the Company’s closing price of $0.1845 on January 16, 2024 is $7.3 million.

The CEO PSU is a performance-vesting RSU award that will be granted pursuant to the CEO PSU Award Grant Notice and regularly identifies and considers qualities, skills and other director attributesAward Agreement, which is attached as Annex B. Mr. Aquila will receive compensation from the CEO PSU only to the extent that would enhance the compositionCompany achieves the applicable revenue levels and/or stock price-based performance milestones as well as certain continuous service requirements.

If Proposal 2 is approved by our stockholders, the CEO PSU will be automatically granted on the first business day of the Board. Inweek following the caseweek in which Proposal 2 is approved by our stockholders.

The CEO PSU will be eligible to vest if the Company achieves two separate stock price-based performance metrics from the date of incumbent directors whose termsgrant through December 31, 2025 and two revenue milestones from the date of office are setgrant through December 31, 2025 and any portion of the CEO PSU for which performance is achieved will vest subject to expire,Mr. Aquila’s continued service as our CEO with certain limited exceptions, as discussed below.

19,691,384, or 50% of the Committee reviews these directors’ overall service39,382,767, shares of our Common Stock underlying the CEO PSU may vest based on the achievement of certain thresholds relating to the Companyvolume weighted average trading price of our Common Stock during their terms, includingany 30-day period at any time during the number of meetings attended, level of participation, quality of performancetwelve months ended December 31, 2024 and any other relationships and transactions that might impair the directors’ independence. The Committee also takes into accounttwenty-

19,961,383, or 50% of the 39,382,767, shares of our Common Stock underlying the CEO PSU may vest based on the achievement of certain revenues for the twelve months ended December 31, 2024 and assessments, conducted periodicallyfor the twenty-four months ended December 31, 2025.

Mr. Aquila must be employed by the Company, as its Chief Executive Officer or in another employment position, on each applicable vesting date following the achievement of the applicable metric.

In the event of a group, committeechange of control, the performance under the CEO PSU will be determined as of the change of control and individual basis. Inwill depend on whether the CEO PSU is assumed by the surviving corporation or acquiring corporation. If the CEO PSU is not assumed, the service requirements will be deemed satisfied and any unvested portion of the CEO PSU will fully vest upon the consummation of the change of control based on the relevant performance requirements which, in the case of new director candidates, the Nominatingstock price performance metrics, will be determined based on the per share transaction price and, Corporate Governance Committee also determines whetherin the nomineecase of the revenue metrics, will be determined based on total revenue, as determined by the Board reasonably and in good faith. If the CEO PSU is independent for Nasdaq purposes,assumed, any unvested portion of the CEO PSU will (i) be eligible to performance vest upon the consummation of the change of control based on the relevant performance requirements which, determinationin the case of the stock price performance metrics, will be determined based on the per share transaction price and, in the case of the revenue metrics, will be determined based on total revenue, as determined by the Board reasonably and in good faith and (ii) remain outstanding and eligible to vest until the applicable service requirements are satisfied (or if earlier, will vest upon a qualifying termination).

The treatment of the CEO PSU upon a change of control is based upon applicable Nasdaq listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary.

MembersThe Company may satisfy any applicable withholding obligations with regard to tax liability obligations by any of our Board self-identify as set forththe following means or by a combination of such means: (i) causing Mr. Aquila to pay any portion of any tax liability obligations in the table below:

The Board has adoptedprincipal terms of the CEO RSU are summarized below. This summary is not a Codecomplete description of Conduct (the “Codethe CEO RSU, and it is qualified in its entirety by reference to the CEO RSU Award Grant Notice and Award Agreement, which is attached as Annex C to this proxy statement.

The total number of Conduct”), applicable to allshares of the Company’s employees, executive officers and directors.Common Stock underlying the CEO RSU will be 78,765,530. The Codetotal number of Conductshares underlying the CEO RSU is availableequivalent to approximately 7.77% of the total number of shares of our Common Stock outstanding as of January 16, 2024 (assuming for this purpose that all shares underlying the CEO RSU (but not the CEO PSU) have been issued). The value of the CEO RSU based on the Corporate Governance sectionCompany’s closing price of $0.1845 on January 16, 2024 is $14.5 million.

If Proposal 2 is approved by our stockholders, the CEO RSU will be automatically granted on the first business day of the Company’s website at investors.canoo.com. The Nominating and Corporate Governance Committeeweek following the week in which Proposal 2 is approved by our stockholders.

39,382,765, or 50% of the Board is responsible for overseeing78,765,530, shares of our Common Stock underlying the Code of ConductCEO RSU will vest immediately on the grant date and must approve any waivers39,382,765, or 50% of the Code78,765,530, shares of Conductour Common Stock underlying the CEO RSU shall be subject to time vesting as set forth below.

In the charters forevent of Mr. Aquila’s termination by the Company without cause, his resignation with good reason, or his death or disability, or in the event of a change of control, in each committeecase prior to January 1, 2026, any unvested portion of the Board, may be viewed on investor relations portion of our website at www.canoo.com.CEO RSU shall vest immediately.

The Company may satisfy any applicable withholding obligations with regard to tax liability obligations by any of the following table sets forth information concerning our current directors and executive officers, including their ages asmeans or by a combination of October 27, 2023.

The following table sets forth information known to us regarding the beneficial ownership of the Common Stock as of November 1, 2023:January 16, 2024:

Beneficial ownership is determined according to the rules of the SEC, which generally provides that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

The beneficial ownership percentages set forth in the table below are based on 707,812,083934,372,110 shares of Common Stock issued and outstanding as of November 1, 2023January 16, 2024 and do not take into account the issuance of any shares of Common Stock upon the exercise of warrants to purchase up to 315,655,675 shares of Common Stock that remain outstanding.

Common stock subject to options or restricted stock units (“RSUs”) that are currently exercisable or exercisable or will vest within 60 days of November 1, 2023January 16, 2024 are deemed to be outstanding and beneficially owned by the person holding the options or RSUs. These shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person.

Unless otherwise noted in the footnotes to the following table, and subject to applicable community property laws, the persons and entities named in the table have sole voting and investment power with respect to their beneficially owned Common Stock.