Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 24, 2023, Canoo Inc. (the "Company") held a special meeting of stockholders (the "Special Meeting"). At the Special Meeting, the Company's stockholders approved an amendment to Paragraph A of Article IV of the Company's Second Amended and Restated Certificate of Incorporation to increase the Company's number of shares of authorized common stock, par value $0.0001 per share, from 500,000,000 shares to 1,000,000,000 shares and the corresponding increase in the total number of authorized share of capital stock the Company may issue from 510,000,000 to 1,010,000,000 shares (the "Authorized Shares Amendment").

On January 25, 2023, the Company filed a Certificate of Amendment to the Company's Second Amended and Restated Certificate of Incorporation with the Delaware Secretary of State implementing the Authorized Shares Amendment. The Certificate of Amendment implementing the Authorized Shares Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

To the extent applicable, the contents of Item 5.07 below are incorporated into this Item 5.03 by this reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On January 24, 2023, the Company held the Special Meeting at 8:30 a.m. Central Time. At the close of business on December 1, 2022, the record date of the Special Meeting, the Company had 345,016,538 shares of common stock outstanding. The holders of 209,303,732 shares of the Company's common stock were present at the Special Meeting, either online or by proxy, which constituted a quorum for the purpose of conducting business at the Special Meeting.

The following are the voting results of the proposals considered and voted on at the Special Meeting, each of which is described in detail in the Company's definitive proxy statement, dated December 7, 2022, as supplemented by a supplement dated January 13, 2023, filed by the Company with the Securities and Exchange Commission.





Proposal No. 1:

The Company's stockholders approved, pursuant to Nasdaq Marketplace Rules ("Nasdaq Rules") 5635(b) and 5635(d), the potential issuance of shares of the Company's common stock upon the exercise of certain warrants in excess of 20% of the number of shares outstanding on July 11, 2022, under the Warrant Issuance Agreement with Walmart Inc., which was referred to as the Walmart Share Issuance Proposal.





 Votes For    Votes Against   Abstentions
147,041,816     4,043,282       349,730










Proposal No. 2:

The Company's stockholders approved, pursuant to Nasdaq Rule 5635(d), the issuance of shares of the Company's common stock in excess of 20% of the number of shares outstanding on May 10, 2022, pursuant to the Pre-Paid Advance Agreement with YA II PN, LTD, which was referred to as the Yorkville Share Issuance Proposal.





 Votes For    Votes Against   Abstentions
145,098,694     5,895,760       440,374




Proposal No. 3:

The Company's stockholders approved an amendment to the Pre-Paid Advance Agreement with YA II PN, LTD to lower the minimum price at which shares may be sold by us from $1.00 per share to $0.50 per share, which was referred to as the Yorkville Floor Price Proposal.





 Votes For    Votes Against   Abstentions
144,985,528     6,020,516       428,784




Proposal No. 4:

The Company's stockholders approved the Authorized Shares Amendment, which was referred to as the Share Authorization Proposal.





 Votes For    Votes Against   Abstentions
199,683,040     8,780,556       840,136




Proposal No. 5:

The Company's stockholders approved a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, one or more of the other proposals to be voted on at the Special Meeting, which was referred to as the Adjournment Proposal.





 Votes For    Votes Against   Abstentions
199,677,062     8,620,197      1,006,473

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
Number    Description
  3.1       Certificate of Amendment, dated January 25, 2023, to the Second
          Amended and Restated Certificate of Incorporation of Canoo Inc.
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document)

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