Material Event Form 8 K

On November 26, 2024, Canoo Inc. (the "Company") entered into common stock purchase agreements with certain suppliers and vendors (collectively, the "Vendors") pursuant to which the Company issued to the Vendors an aggregate of 7,185,125 shares of the Company's common stock, respectively (collectively, the "Shares") at a price of $0.3992 per share, in payment for services rendered under contractual arrangements with such Vendors.

The offering of the Shares was registered pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-280962), which was filed with the Securities and Exchange Commission (the "SEC") on July 23, 2024, and which was declared effective by the SEC on July 31, 2024.

A copy of the legal opinion of Faegre Drinker Biddle & Reath LLP relating to the validity of the Shares is filed with this Current Report on Form 8-K as Exhibit 5.1.