Modification to Rights of Security Holders - Form 8-K

On May 3, 2024, Canoo Inc., a Delaware corporation (the "Company"), filed the Certificate of Designation for the Company's Series C Cumulative Perpetual Redeemable Preferred Stock (the "Preferred Shares"). The Certificate of Designation designates, creates, authorizes and provides for the issuance of up to 25,000 of the Preferred Shares as contemplated by the previously disclosed Securities Purchase Agreement, by and among the Company and certain special purpose vehicles managed by entities affiliated with Mr. Tony Aquila, the Company's Chief Executive Officer and Executive Chair (collectively, the "Purchasers") relating to the acquisition by the Purchasers of the Preferred Shares and warrants.

The terms of the Preferred Shares were described in the Current Report on Form 8-K filed by the Company on April 11, 2024, and such description is incorporated herein by reference. Such description does not purport to be complete and is qualified in its entirety by the full text of the Certificate of Designation, which is filed herewith as Exhibit 3.1 and is incorporated herein by reference.