Item 1.02. Termination of a Material Definitive Agreement.

On August 25, 2022, Canoo Inc. (the "Company") delivered to YA II PN, LTD. ("Yorkville"), a notice to terminate the Standby Equity Purchase Agreement, dated as of May 10, 2022 (the "SEPA"), which termination the parties agreed became effective on August 26, 2022. As previously disclosed, pursuant to the SEPA, the Company could sell to Yorkville up to $250.0 million of its shares of common stock at the Company's request any time during the 36 months following the execution of the SEPA. At the time the Company delivered the notice, and at the time of termination, there were no outstanding borrowings, advance notices or shares of common stock to be issued, under the SEPA. In addition, there were no fees due by the Company or Yorkville in connection with the termination of the SEPA.

As previously reported, on July 20, 2022, the Company entered into a Pre-Paid Advance Agreement (the "PPA") with Yorkville, pursuant to which, subject to conditions and limitations, the Company may request advances of cash from Yorkville, which payment can be offset by the issuance of shares of common stock of the Company to Yorkville. There is no material relationship between the Company or its affiliates and Yorkville other than in respect of the PPA.

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