Explanatory Note
The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”). This Schedule 13D is being filed by the Reporting Persons (as defined below) to report the acquisition of shares of Common Stock (as defined below) of the Issuer (as defined below) on December 21, 2020 as described in Item 3 below.
| Item 1. | Security and Issuer |
| | a) | This statement on Schedule 13D relates to the common stock, par value $0.0001 per share (“Common Stock”) of Canoo Inc., a Delaware corporation (the “Issuer”). |
| | b) | The principal executive offices of the Issuer are located at 19951 Mariner Avenue, Torrance, CA 90503. |
| Item 2. | Identity and Background |
| | a) | The persons and entities filing this statement are DD Global Holdings Limited (“DD Global”), Champ Key Limited (“Champ Key”), DE Capital Limited (“DE Capital”) and Pak Tam Li (“Mr. Li”) (collectively referred to as the “Reporting Persons”). |
| | b) | The address of the principal place of business of DD Global is P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205 Cayman Islands. The address of the principal place of business of Champ Key and Mr. Li is c/o Vistra Corporate Services Centre, P.O. Box 957, Road Town, Tortola, VG1110, British Virgin Islands. The address of the principal place of business of DE Capital is Fourth Floor, One Capital Place, P.O. Box 847, Grand Cayman KY1-1103, Cayman Islands. |
| | c) | The principal business of each of the Reporting Persons is the venture capital investment business. |
| | d) | During the last five years, none of the Reporting Persons nor the Listed Person (as defined below) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). |
| | e) | During the last five years, none of the Reporting Persons nor the Listed Person has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| | f) | The Listed Person is a citizen of Hong Kong; DD Global is an exempted company incorporated under the laws of the Cayman Islands, Champ Key is a company incorporated under the laws of the British Virgin Islands, DE Capital is an exempted company incorporated under the laws of the Cayman Islands. |
In accordance with the provisions of General Instruction C to Schedule 13D, information concerning the managing directors controlling DD Global, Champ Key and DE Capital (the “Listed Person”) required by Item 2 of Schedule 13D is listed on Schedule 1 hereto and is incorporated by reference herein.
| Item 3. | Source and Amount of Funds or Other Consideration |
The Reporting Persons are deemed to beneficially own an aggregate of 79,488,279 shares of Common Stock of the Issuer as reflected in this Schedule 13D. The consideration used to acquire beneficial ownership of the shares of Common Stock of the Issuer consisted solely of securities of Canoo Holdings Ltd (“Legacy Canoo”). The Reporting Persons acquired the shares pursuant to the Merger Agreement and Plan of Reorganization, dated as of August 17, 2020, by and among Hennessy Capital Acquisition Corp. IV (“Hennessy Capital”), HCAC IV First Merger Sub, Ltd., a direct, wholly-owned subsidiary of Hennessy Capital (“First Merger Sub”), HCAC IV Second Merger Sub, LLC, a direct, wholly-owned subsidiary of Hennessy Capital (“Second Merger Sub”), and Legacy Canoo pursuant to which, through a series of mergers between Legacy Canoo, First Merger Sub, and Second Merger Sub, Legacy Canoo became a direct, wholly-owned subsidiary of Hennessy Capital, which subsequently changed its name to Canoo Inc. (the “Issuer”).
| Item 4. | Purpose of Transaction |
The Reporting Persons purchased the aforementioned securities for investment purposes with the aim of increasing the value of their investments and the Issuer. Subject to applicable legal requirements, one or more of the Reporting Persons may purchase additional securities of the Issuer from time to time in open market or private transactions, depending on its evaluation of the Issuer’s business, prospects and financial condition, the market for the Issuer’s securities, other developments concerning the Issuer, the reaction of the Issuer to the Reporting Persons’ ownership of the Issuer’s
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