UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (date of earliest event reported): December 15, 2021
CANOO INC.
(Exact name of registrant as specified in its charter)
| | | | | |
| Delaware | | 001-38824 | | 82-1476189 |
(State or other jurisdiction of incorporation or organization) | | (Commission file number) | | (I.R.S. employer identification number) |
19951 Mariner Avenue, Torrance, California 90503
(Address of principal executive offices) (Zip Code)
(424) 271-2144
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 | | 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 |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
On December 15, 2021, Canoo Inc. (the "Company") and VDL Nedcar B.V. issued a joint press release announcing, among other things, that they have ceased discussions with respect to vehicle contract manufacturing, and have agreed on the return in full of the Company’s prepayments on the project, and a new investment commitment from VDL Groep B.V., the parent company of VDL Nedcar B.V., in the Company’s stock.
On December 15, 2021, the Company also issued a press release relating to the Company’s decision to shift initial vehicle production from Europe to the United States and announcing an accelerated production timeline with updated guidance with respect to vehicle production in 2022 and 2023 and updated targets for 2024 and 2025.
The press releases are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
The information furnished in this Current Report on Form 8-K (including Exhibits 99.1 and 99.2) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01. | | Financial Statements and Exhibits. |
(d) Exhibits.
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 hereunto duly authorized.
| Date: December 15, 2021 | | | |
| | CANOO INC. |
| | | | |
| | By: | | /s/ Hector Ruiz |
| | Name: | | Hector Ruiz |
| | Title: | | General Counsel and Corporate Secretary |
