Annual report
Page 1
Table of Contents X UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON , D.C. 20549 FORM 10 - K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2020 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number : 001-38824 CANOO INC . ( Exact name of registrant as specified in its charter ) Delaware ( State of Other Jurisdiction of incorporation or Organization ) 19951 Mariner Avenue , Torrance , California ( Address of principal executive offices ) Title of each class Common Stock , $ 0.0001 par value per share Warrants , each whole warrant exercisable for one share of Common Stock at an exercise price of $ 11.50 per share 83-1476189 ( I.R.S. Employer Identification No. ) Registrant's telephone number , including area code : ( 424 ) 271-2144 Securities registered pursuant to Section 12 ( b ) of the Act : Trading symbol ( s ) GOEV GOEVW 90503 ( Zip code ) Name of each exchange on which registered The Nasdaq Global Select Market The Nasdaq Global Select Market Securities registered pursuant to Section 12 ( g ) of the Act : None Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes No > Indicate by check mark whether the registrant : ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes No Indicate by check mark whether the Registrant has submitted electronically ; every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( §232.0405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes No Non - accelerated filer > Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company , or an emerging growth company . See the definitions of " large accelerated filer , " " accelerated filer , " " smaller reporting company , " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . Large accelerated filer Accelerated filer Smaller reporting company Emerging growth company with If an emerging growth company , indicate by check mark if the registrant has elected not to use the extended transition period for complying any new or revised financial accounting standards provided pursuant to Section 13 ( a ) of the Exchange Act . □ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . Yes No Based on the closing price as reported on the Nasdaq Global Select Market , the aggregate market value of the registrant's Common Stock held by non - affiliates on June 30 , 2020 ( the last business day of the registrant's most recently completed second fiscal quarter ) was approximately $ 251,887,174 . Shares of Common Stock held by each executive officer and director and by each stockholder affiliated with a director or an executive officer have been excluded from this calculation because such persons may be deemed to be affiliates . This determination of affiliate status is not necessarily a conclusive determination for other purposes . The number of outstanding shares of the registrant's Common Stock as of March 24 , 2021 was 237,462,163 . Documents Incorporated by Reference Portions of the registrant's definitive proxy statement for the 2021 Annual Meeting of Stockholder , to be filed no later than 120 days after the end of the fiscal year to which this Annual Report on Form 10 - K relates , are incorporated by reference into Part III of this Annual Report on Form 10 - K .