Common use of EXPERTS Clause in Contracts

EXPERTS. The financial statements of Canoo Inc. as of December 31, 2021 and 2020, and for each of the two years in the period ended December 31, 2021, incorporated by reference in this prospectus supplement and the accompanying prospectus, and the effectiveness of Canoo Inc.’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports. Such financial statements are incorporated by reference in reliance upon the reports of such firm given their authority as experts in accounting and auditing. From time to time, we may offer and sell any combination of the securities described in this prospectus in one or more offerings. The securities we may offer may be convertible into or exercisable or exchangeable for other securities. We may offer the securities separately or together, in separate classes or series and in amounts, at prices and on terms that will be determined at the time the securities are offered. This prospectus describes some of the general terms that may apply to these securities. Each time securities are sold, the specific terms and amounts of the securities being offered, and any other information relating to the specific offering will be set forth in a supplement to this prospectus. The prospectus supplement may also add, update or change information contained in this prospectus. We may sell these securities on a continuous or delayed basis, directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. If any agents, dealers or underwriters are involved in the sale of any securities, the applicable prospectus supplement will set forth their names and any applicable commissions or discounts. See “Plan of Distribution.” We urge you to read carefully this prospectus, any accompanying prospectus supplement and any documents we incorporate by reference into this prospectus and any accompanying prospectus supplement before you make your investment decision. Our common stock and public warrants are traded on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “GOEV” and “GOEVW,” respectively. On May 18, 2022, the last reported sale price on Nasdaq of our common stock was $3.38 per share and the last reported sale price of our public warrants was $0.47 per warrant. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, of the securities covered by the applicable prospectus supplement. Our principal executive office is located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and our telephone number is (▇▇▇) ▇▇▇-▇▇▇▇. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties referenced under the heading “Risk Factors” beginning on page 5 of this prospectus as well as those contained in the applicable prospectus supplement and in the other documents that are incorporated by reference into this prospectus or the applicable prospectus supplement. ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE 3 WHERE YOU CAN FIND MORE INFORMATION 2 RISK FACTORS 5 COMPANY OVERVIEW 4 USE OF PROCEEDS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 DESCRIPTION OF OUR DEPOSITARY SHARES 17 DESCRIPTION OF OUR CAPITAL STOCK 10 DESCRIPTION OF OUR WARRANTS 30 DESCRIPTION OF OUR DEBT SECURITIES 20 PLAN OF DISTRIBUTION 35 DESCRIPTION OF OUR RIGHTS 34 EXPERTS 38 LEGAL MATTERS 37 We are responsible for the information contained and incorporated by reference in this prospectus and in any accompanying prospectus supplement we prepare or authorize. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give you. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only as of the date of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any accompanying prospectus supplement we may provide you in connection with an offering or that the information contained or incorporated by reference is correct as of any time subsequent to the date of such information. You should assume that the information in this prospectus or any accompanying prospectus supplement, as well as the information incorporated by reference in this prospectus or any accompanying prospectus supplement, is accurate only as of the date of the documents containing the information, unless the information specifically indicates that another date applies. Our business, financial condition, results of operations and prospects may have changed since those dates.

EXPERTS. The WithumSmith+Brown, PC, our independent registered public accounting firm, has audited our consolidated financial statements of Canoo Inc. as of December 31, 2021 and 2020, and included in our Annual Report on Form 10- K for each of the two years in the period year ended December 31, 20212023 as set forth in their reports, which are incorporated by reference in this prospectus supplement and elsewhere in the registration statement of which this prospectus supplement and the accompanying prospectus, and the effectiveness of Canoo Inc.’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reportsprospectus form a part. Such Our consolidated financial statements are incorporated by reference in reliance upon the reports of such firm on WithumSmith+▇▇▇▇▇, PC’s reports, given on their authority as experts in accounting and auditing. From time to time, This prospectus supplement is part of a registration statement on Form S-3 we may offer and sell any combination of filed with the securities described in this prospectus in one or more offerings. The securities we may offer may be convertible into or exercisable or exchangeable for other securities. We may offer SEC under the securities separately or together, in separate classes or series and in amounts, at prices and on terms that will be determined at the time the securities are offeredSecurities Act. This prospectus describes some supplement and the accompanying prospectus do not contain all of the general terms that may apply to these securities. Each time securities are sold, the specific terms and amounts of the securities being offered, and any other information relating to the specific offering will be set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus supplement, we refer you to the registration statement and the exhibits and schedules filed as a supplement to this prospectuspart of the registration statement. The prospectus supplement may also add, update or change You should rely only on the information contained in this prospectus. We may sell these securities on a continuous or delayed basis, directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. If any agents, dealers or underwriters are involved in the sale of any securities, the applicable prospectus supplement will set forth their names and any applicable commissions or discounts. See “Plan of Distribution.” We urge you to read carefully this prospectus, any accompanying prospectus supplement and any documents we incorporate incorporated by reference into this prospectus and any accompanying prospectus supplement before herein. Neither we nor the sales agent has authorized anyone else to provide you make your investment decisionwith different information. Our common stock and public warrants are traded on The Nasdaq Global Select Market (“Nasdaq”) under Neither we nor the symbol “GOEV” and “GOEVW,” respectively. On May 18, 2022, the last reported sale price on Nasdaq sales agent is making an offer of our common stock was $3.38 per share and shares in any state where the last reported sale price of our public warrants was $0.47 per warrantoffer is not permitted. The applicable You should not assume that the information in this prospectus supplement will contain informationis accurate as of any date other than the date on the front page of this prospectus supplement, where applicable, as to other listings, if any, regardless of the securities covered time of delivery of this prospectus supplement or any sale of the shares offered by the applicable this prospectus supplement. Our principal executive office We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including our company. The address of the SEC website is located ▇▇▇.▇▇▇.▇▇▇. We maintain a website at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, .▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and our telephone number is (▇▇▇) ▇▇▇-▇.▇▇▇. Investing Information contained in or accessible through our securities involves website does not constitute a high degree of risk. You should review carefully the risks and uncertainties referenced under the heading “Risk Factors” beginning on page 5 part of this prospectus as well as those contained in the applicable prospectus supplement and in the other documents that are is not incorporated by reference into this prospectus or the applicable prospectus supplement. ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE 3 WHERE YOU CAN FIND MORE INFORMATION 2 RISK FACTORS 5 COMPANY OVERVIEW 4 USE OF PROCEEDS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 DESCRIPTION OF OUR DEPOSITARY SHARES 17 DESCRIPTION OF OUR CAPITAL STOCK 10 DESCRIPTION OF OUR WARRANTS 30 DESCRIPTION OF OUR DEBT SECURITIES 20 PLAN OF DISTRIBUTION 35 DESCRIPTION OF OUR RIGHTS 34 EXPERTS 38 LEGAL MATTERS 37 We are responsible for the information contained and incorporated by reference in this prospectus and in any accompanying prospectus supplement we prepare or authorize. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give you. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only as of the date of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any accompanying prospectus supplement we may provide you in connection with an offering or that the information contained or incorporated by reference is correct as of any time subsequent to the date of such information. You should assume that the information in this prospectus or any accompanying prospectus supplement, as well as the information incorporated by reference in this prospectus or any accompanying prospectus supplement, is accurate only as of the date of the documents containing the information, unless the information specifically indicates that another date applies. Our business, financial condition, results of operations and prospects may have changed since those dates.

EXPERTS. The consolidated financial statements of Canoo AMC Entertainment Holdings, Inc. and subsidiaries as of December 31, 2021 2019 and 20202018, and for each of the two years in the three-year period ended December 31, 2021, incorporated by reference in this prospectus supplement and the accompanying prospectus2019, and management’s assessment of the effectiveness of Canoo Inc.’s internal control over financial reporting as of December 31, 2019 have been audited incorporated by Deloitte & Touche reference herein, in reliance upon the reports of KPMG LLP, an independent registered public accounting firm, as stated in their reports. Such financial statements are incorporated by reference in reliance herein, and upon the reports authority of such said firm given their authority as experts in accounting and auditing. From The audit report covering the December 31, 2019 consolidated financial statements refers to changes in the method of accounting for leases as of January 1, 2019 due to the adoption of Accounting Standards Codification (ASC) Topic 842, Leases, and for the recognition of revenue and certain costs as of January 1, 2018 due to the adoption of ASC Topic 606, Revenue from Contracts with Customers. The consolidated financial statements of Digital Cinema Implementation Partners, LLC as of December 31, 2019 and 2018 and for each of the years in the three-year period ended December 31, 2019, incorporated in this registration statement by reference, have been so incorporated in reliance upon the report of CohnReznick LLP, independent auditors, given upon the authority of said firm as experts in accounting and auditing. AMC Entertainment Holdings, Inc. may offer and sell from time to time, we may offer and sell any combination of the securities described in this prospectus in one or more offerings. The securities we may offer may be convertible into series or exercisable or exchangeable for other securities. We may offer the securities separately or together, in separate classes or series and in amounts, at prices issuances and on terms that we will be determined determine at the time of the securities are offeredoffering, up to 178,021,978 shares of our Class A common stock, par value $0.01 (the “Class A common stock”) described in this prospectus. This prospectus describes some provides you with a general description of the general terms that may apply to these securitiessecurities offered. Each time securities are soldwe offer and sell securities, the specific terms and amounts of the securities being offered, and any other information relating to the specific offering we will be set forth in file a prospectus supplement to this prospectusprospectus that contains specific information about the offering and, if applicable, the amounts, prices and terms of the securities. The prospectus supplement Such supplements may also add, update or change information contained in this prospectus. You should carefully read this prospectus and the applicable prospectus supplement before you invest in any of our securities. This prospectus may not be used to consummate sales of securities unless accompanied by a prospectus supplement. We may offer and sell these the securities described in this prospectus and any prospectus supplement directly to our stockholders or to other purchasers or through agents on a continuous our behalf or delayed basis, directly, through agents, underwriters or dealers or underwriters as designated from time to time, or through a combination of these methods. If any agents, dealers agents or underwriters are involved in the sale of any of these securities, the applicable prospectus supplement will set forth their provide the names of the agents or underwriters and any applicable commissions fees, commission or discounts. In addition, the selling stockholder named in this prospectus, may from time to time, in one or more offerings, offer and sell up to an aggregate of 21,978,022 shares of our Class A common stock (the “Selling Stockholder Shares”) which may be sold in a number of different ways and at varying prices. See “Selling Stockholder” and “Plan of Distribution”. We cannot predict when or in what amounts the selling stockholder may sell any of the Selling Stockholder Shares. If a prospectus supplement is required, such prospectus supplement will contain more specific information about the offering by the selling stockholder and may add, update or change information contained in this prospectus. We will not receive any of the proceeds from the sale of the Selling Stockholder Shares. The selling stockholder will pay all brokerage fees and commissions and similar sale-related expenses in connection with any sales of the Selling Stockholder Shares. We are only paying expenses relating to the registration of the Selling Stockholder Shares with the U.S. Securities and Exchange Commission (the “SEC”). The registration of the Selling Stocholder Shares does not necessarily mean that any of such shares will be offered or sold by the selling stockholder. Our Class A common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “AMC.” On December 10, 2020, the last reported sale price of our Class A common stock on the NYSE was $4.09. Investing in our Class A common stock involves risks. You should carefully read and consider the risk factors included in this prospectus, in our periodic reports, in any applicable prospectus supplement relating to a specific offering of securities and in any other documents we file with the SEC. See the sections entitled “Risk Factors” below on page 7, in our other filings with the SEC and in the applicable prospectus supplement, if any. PLAN OF DISTRIBUTION 16 DESCRIPTION OF CAPITAL STOCK 10 LEGAL MATTERS 18 EXPERTS 18 This prospectus is part of a Registration Statement that we filed with the SEC using a “shelf” registration process. Under this shelf registration process, we may sell up to 178,021,978 shares of our Class A common stock described in this prospectus in one or more offerings. This prospectus also relates to the offer and sale of up to 21,978,022 shares of our Class A common stock held by the selling stockholder identified in this prospectus in the section entitled “Selling Stockholder”. This prospectus provides you with a general description of our Class A common stock that we and the selling stockholder may offer and sell from time to time. To the extent required by applicable law, each time we or the selling stockholder sell securities, we or the selling stockholder, as applicable, will provide you with this prospectus and, to the extent required, a prospectus supplement that will contain more information about the specific terms of the offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. Each such prospectus supplement (and any related free writing prospectus that we may authorize to be provided to you), if any, may also add, update or change information contained in this prospectus or in documents incorporated by reference into this prospectus. We urge you to carefully read carefully this prospectus, any applicable prospectus supplement, if any, and any related free writing prospectus, together with the information incorporated herein and therein by reference as described under the headings “Where You Can Find Additional Information; Incorporation of Documents by Reference” before buying any of the shares of Class A common stock being offered. If there is any inconsistency between the information in this prospectus and any prospectus supplement or free writing prospectus, you should rely on the information provided in the prospectus supplement or free writing prospectus, as applicable. You should rely only on the information contained in this prospectus, and any accompanying prospectus supplement, including the information incorporated by reference herein as described under “Where You Can Find More Information; Incorporation of Documents by Reference, and any free writing prospectus that we prepare and distribute. This prospectus and any accompanying prospectus supplement or other offering materials do not contain all of the information included in the registration statement as permitted by the rules and any documents regulations of the SEC. For further information, we incorporate by reference into refer you to the registration statement on Form S-3, including its exhibits. We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, therefore, file reports and other information with the SEC. Statements contained in this prospectus and any accompanying prospectus supplement before you make your investment decision. Our common stock and public warrants or other offering materials about the provisions or contents of any agreement or other document are traded on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “GOEV” and “GOEVW,” respectively. On May 18, 2022, the last reported sale price on Nasdaq of our common stock was $3.38 per share and the last reported sale price of our public warrants was $0.47 per warrant. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, of the securities covered by the applicable prospectus supplement. Our principal executive office is located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and our telephone number is (▇▇▇) ▇▇▇-▇▇▇▇. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties referenced under the heading “Risk Factors” beginning on page 5 of this prospectus as well as those contained in the applicable prospectus supplement and in the other documents that are incorporated by reference into this prospectus or the applicable prospectus supplement. ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE 3 WHERE YOU CAN FIND MORE INFORMATION 2 RISK FACTORS 5 COMPANY OVERVIEW 4 USE OF PROCEEDS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 DESCRIPTION OF OUR DEPOSITARY SHARES 17 DESCRIPTION OF OUR CAPITAL STOCK 10 DESCRIPTION OF OUR WARRANTS 30 DESCRIPTION OF OUR DEBT SECURITIES 20 PLAN OF DISTRIBUTION 35 DESCRIPTION OF OUR RIGHTS 34 EXPERTS 38 LEGAL MATTERS 37 We are responsible for the information contained and incorporated by reference in this prospectus and in any accompanying prospectus supplement we prepare or authorize. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give youonly summaries. If you are in a jurisdiction where offers to sell, SEC rules require that any agreement or solicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only be filed as of the date of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any accompanying prospectus supplement we may provide you in connection with an offering or that the information contained or incorporated by reference is correct as of any time subsequent exhibit to the date of such information. You registration statement, you should assume refer to that the information in this prospectus agreement or any accompanying prospectus supplement, as well as the information incorporated by reference in this prospectus or any accompanying prospectus supplement, is accurate only as of the date of the documents containing the information, unless the information specifically indicates that another date applies. Our business, financial condition, results of operations and prospects may have changed since those datesdocument for its complete contents.

EXPERTS. The Each of Ernst & Young LLP, independent registered public accounting firm, and BDO USA LLP, independent registered public accounting firm, has audited our consolidated financial statements of Canoo Inc. as of December 31, 2021 and 2020, and included in our Annual Report on Form 10-K for each of the two years in the period year ended December 31, 20212018, as set forth in their reports thereon (each of which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company’s ability to continue as a going concern as described in Note 1 to the consolidated financial statements), which is incorporated by reference in this prospectus supplement and the accompanying prospectus, and the effectiveness registration statement of Canoo Inc.’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reportswhich this prospectus supplement forms a part. Such Our financial statements are incorporated by reference in reliance upon the reports on each of such firm Ernst & Young LLP’s report and BDO USA LLP’s report, given on their authority as experts in accounting and auditing. From time to time, we We may offer and sell any combination up to $100,000,000 in the aggregate of the securities described in this prospectus identified above from time to time in one or more offerings. The securities we may offer may be convertible into or exercisable or exchangeable for other securities. We may offer the securities separately or together, in separate classes or series and in amounts, at prices and on terms that will be determined at the time the securities are offered. This prospectus describes some provides you with a general description of the general terms that may apply to these securities. Each time securities are soldwe offer and sell securities, the specific terms and amounts of the securities being offered, and any other information relating to the specific offering we will be set forth in provide a supplement to this prospectusprospectus that contains specific information about the offering and the amounts, prices and terms of the securities. The prospectus supplement may also add, update or change information contained in this prospectusprospectus with respect to that offering. You should carefully read this prospectus and the applicable prospectus supplement before you invest in any of our securities. We may offer and sell these the securities on a continuous described in this prospectus and any prospectus supplement to or delayed basisthrough one or more underwriters, directly, through dealers and agents, dealers or underwriters as designated from time directly to timepurchasers, or through a combination of these methods. If any agentsunderwriters, dealers or underwriters agents are involved in the sale of any of the securities, the applicable prospectus supplement will set forth their names and any applicable commissions purchase price, fee, commission or discounts. See “Plan of Distribution.” We urge you to read carefully this prospectusdiscount arrangement between or among them will be set forth, any accompanying prospectus supplement and any documents we incorporate by reference into this prospectus and any accompanying prospectus supplement before you make your investment decision. Our common stock and public warrants are traded on The Nasdaq Global Select Market (“Nasdaq”) under or will be calculable from the symbol “GOEV” and “GOEVW,” respectively. On May 18information set forth, 2022, the last reported sale price on Nasdaq of our common stock was $3.38 per share and the last reported sale price of our public warrants was $0.47 per warrant. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, of the securities covered by in the applicable prospectus supplement. Our principal executive office is located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and our telephone number is (▇▇▇) ▇▇▇-▇▇▇▇. Investing in our securities involves a high degree of risk. You should review carefully See the risks and uncertainties referenced under the heading “Risk Factors” beginning on page 5 sections of this prospectus as well as those contained in entitled “About this Prospectus” and “Plan of Distribution” for more information. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and in the other documents that are incorporated by reference into this prospectus or the applicable prospectus supplement. ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE 3 WHERE YOU CAN FIND MORE INFORMATION 2 RISK FACTORS 5 COMPANY OVERVIEW 4 USE OF PROCEEDS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 DESCRIPTION OF OUR DEPOSITARY SHARES 17 DESCRIPTION OF OUR CAPITAL STOCK 10 DESCRIPTION OF OUR WARRANTS 30 DESCRIPTION OF OUR DEBT SECURITIES 20 PLAN OF DISTRIBUTION 35 DESCRIPTION OF OUR RIGHTS 34 EXPERTS 38 LEGAL MATTERS 37 We are responsible for the information contained and incorporated by reference in this prospectus and in any accompanying prospectus supplement we prepare or authorize. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give you. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only as terms of the date of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any accompanying prospectus supplement we may provide you in connection with an offering or that the information contained or incorporated by reference is correct as of any time subsequent to the date of such information. You should assume that the information in this prospectus or any accompanying prospectus supplement, as well as the information incorporated by reference in this prospectus or any accompanying prospectus supplement, is accurate only as of the date of the documents containing the information, unless the information specifically indicates that another date applies. Our business, financial condition, results of operations and prospects may have changed since those datessecurities.

EXPERTS. The financial statements of Canoo Passage Bio, Inc. as of December 31, 2021 2023 and 20202022, and for each of the two years in the period ended December 31then ended, 2021, have been incorporated by reference herein and in this prospectus supplement and the accompanying prospectus, and registration statement in reliance upon the effectiveness report of Canoo Inc.’s internal control over financial reporting have been audited by Deloitte & Touche KPMG LLP, an independent registered public accounting firm, as stated in their reports. Such financial statements are incorporated by reference in reliance herein, and upon the reports authority of such said firm given their authority as experts in accounting and auditing. From time to time, we may offer up to $200,000,000 aggregate dollar amount of shares of our common stock or preferred stock, debt securities, warrants to purchase our common stock, preferred stock or debt securities, subscription rights to purchase our common stock, preferred stock or debt securities and/or units consisting of some or all of these securities, in any combination, together or separately, in one or more offerings, in amounts, at prices and on the terms that we will determine at the time of the offering and which will be set forth in a prospectus supplement and any related free writing prospectus. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus. The total amount of these securities will have an initial aggregate offering price of up to $200,000,000. You should read this prospectus, the information incorporated, or deemed to be incorporated, by reference in this prospectus, and any applicable prospectus supplement and related free writing prospectus carefully before you invest. Our common stock is traded on The Nasdaq Stock Market under the symbol “PASG.” On February 29, 2024, the last reported sales price for our common stock was $1.71 per share. None of the other securities we may offer are currently traded on any securities exchange. The applicable prospectus supplement and any related free writing prospectus will contain information, where applicable, as to any other listing on The Nasdaq Stock Market or any securities market or exchange of the securities covered by the prospectus supplement and any related free writing prospectus. An investment in our securities involves a high degree of risk. You should carefully consider the information under the heading “Risk Factors” beginning on page 3 as well as those included in any accompanying prospectus supplement and in the documents incorporated by reference in this prospectus before investing in our securities. Common stock, preferred stock, debt securities, warrants, subscription rights and/or units may be sold by us to or through underwriters or dealers, directly to purchasers or through agents designated from time to time. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus. If any underwriters, dealers or agents are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of such underwriters or agents and any applicable fees, discounts or commissions, details regarding over-allotment options, if any, and the net proceeds to us will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement. ABOUT THIS PROSPECTUS ii RISK FACTORS 3 PROSPECTUS SUMMARY 1 WHERE YOU CAN FIND MORE INFORMATION 5 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 4 USE OF PROCEEDS 7 INCORPORATION OF INFORMATION BY REFERENCE 6 DESCRIPTION OF CAPITAL STOCK 10 PLAN OF DISTRIBUTION 8 DESCRIPTION OF WARRANTS 21 DESCRIPTION OF DEBT SECURITIES 14 DESCRIPTION OF UNITS 24 DESCRIPTION OF SUBSCRIPTION RIGHTS 23 This prospectus is part of a registration statement on Form S-3 that we filed with the United States Securities and Exchange Commission, or the SEC, using a “shelf” registration process. Under this shelf registration process, from time to time, we may sell any combination of the securities described in this prospectus in one or more offeringsofferings up to a total dollar amount of $200,000,000. The We have provided to you in this prospectus a general description of the securities we may offer may be convertible into or exercisable or exchangeable for other securities. We may offer the securities separately or together, in separate classes or series and in amounts, at prices and on terms that will be determined at the time the securities are offered. This prospectus describes some of the general terms that may apply to these securitiesoffer. Each time we sell securities are soldunder this shelf registration process, we will provide a prospectus supplement that will contain specific information about the specific terms and amounts of the securities being offered, and any other information relating to the specific offering will be set forth in a supplement to this prospectusoffering. The prospectus supplement We may also add, update or change in the prospectus supplement any of the information contained in this prospectus. We may sell these securities on To the extent there is a continuous or delayed basis, directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. If any agents, dealers or underwriters are involved in the sale of any securities, the applicable prospectus supplement will set forth their names and any applicable commissions or discounts. See “Plan of Distribution.” We urge you to read carefully this prospectus, any accompanying prospectus supplement and any documents we incorporate by reference into this prospectus and any accompanying prospectus supplement before you make your investment decision. Our common stock and public warrants are traded on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “GOEV” and “GOEVW,” respectively. On May 18, 2022, the last reported sale price on Nasdaq of our common stock was $3.38 per share and the last reported sale price of our public warrants was $0.47 per warrant. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, of the securities covered by the applicable prospectus supplement. Our principal executive office is located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and our telephone number is (▇▇▇) ▇▇▇-▇▇▇▇. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties referenced under the heading “Risk Factors” beginning on page 5 of this prospectus as well as those contained in the applicable prospectus supplement and in the other documents that are incorporated by reference into this prospectus or the applicable prospectus supplement. ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE 3 WHERE YOU CAN FIND MORE INFORMATION 2 RISK FACTORS 5 COMPANY OVERVIEW 4 USE OF PROCEEDS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 DESCRIPTION OF OUR DEPOSITARY SHARES 17 DESCRIPTION OF OUR CAPITAL STOCK 10 DESCRIPTION OF OUR WARRANTS 30 DESCRIPTION OF OUR DEBT SECURITIES 20 PLAN OF DISTRIBUTION 35 DESCRIPTION OF OUR RIGHTS 34 EXPERTS 38 LEGAL MATTERS 37 We are responsible for conflict between the information contained and incorporated by reference in this prospectus and in any accompanying prospectus supplement we prepare or authorize. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give you. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only as of the date of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any accompanying prospectus supplement we may provide you in connection with an offering or that the information contained or incorporated by reference is correct as of any time subsequent to the date of such information. You should assume that rely on the information in this prospectus or any accompanying the prospectus supplement; provided that, as well as the information if any statement in one of these documents is inconsistent with a statement in another document having a later date — for example, a document incorporated by reference in this prospectus or any accompanying prospectus supplement — the statement in the document having the later date modifies or supersedes the earlier statement. This prospectus, together with the applicable prospectus supplements and the documents incorporated by reference into this prospectus, includes all material information relating to this offering. You should carefully read both this prospectus and any prospectus supplement together with the additional information described under the heading “Where You Can Find More Information” and “Incorporation of Information by Reference” before buying any of our securities in this offering. Neither we, nor any agent, underwriter or dealer have authorized anyone to give you any information or to make any representation other than the information and representations contained in or incorporated by reference into this prospectus or any applicable prospectus supplement. We and any agent, underwriter or dealer take no responsibility for, and can provide no assurance as to the reliability of, any other information others may give you. You may not imply from the delivery of this prospectus and any applicable prospectus supplement, nor from a sale made under this prospectus and any applicable prospectus supplement, that our affairs are unchanged since the date of this prospectus and any applicable prospectus supplement or that the information contained in any document incorporated by reference is accurate only as of any date other than the date of the documents containing document incorporated by reference, regardless of the informationtime of delivery of this prospectus and any applicable prospectus supplement or any sale of a security. This prospectus and any applicable prospectus supplement may only be used where it is legal to sell the securities. In this prospectus, unless the information specifically indicates context otherwise requires, the terms “Passage,” “Passage Bio,” the “Company,” “we,” “us,” and “our” refer to Passage Bio, Inc., a Delaware corporation. “PASSAGE BIO” is a registered trademark, and the PASSAGE BIO mark, the Passage Bio logo and all product names are our common law trademarks. This prospectus, also contains or incorporates by reference documents that another date appliescontain references to trademarks, trade names and service marks belonging to other entities. Our businessWe do not intend our use or display of other companies’ trade names, financial conditiontrademarks or service marks to imply a relationship with, results or endorsement or sponsorship of operations us by, these other companies. Solely for convenience, trademarks, trade names and prospects service marks referred to in this prospectus may have changed since those datesappear without the ® or TM symbols, but such references are not intended to indicate, in any way, that we or the applicable licensor will not assert, to the fullest extent under applicable law, our or its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. All trademarks, service marks and trade names included in this document are the property of their respective owners.

EXPERTS. The consolidated financial statements of Canoo AMC Entertainment Holdings, Inc. and subsidiaries as of December 31, 2021 2019 and 20202018, and for each of the two years in the three-year period ended December 31, 2021, incorporated by reference in this prospectus supplement and the accompanying prospectus2019, and management’s assessment of the effectiveness of Canoo Inc.’s internal control over financial reporting as of December 31, 2019 have been audited incorporated by Deloitte & Touche reference herein, in reliance upon the reports of KPMG LLP, an independent registered public accounting firm, as stated in their reports. Such financial statements are incorporated by reference in reliance herein, and upon the reports authority of such said firm given their authority as experts in accounting and auditing. From The audit report covering the December 31, 2019 consolidated financial statements refers to changes in the method of accounting for leases as of January 1, 2019 due to the adoption of Accounting Standards Codification (ASC) Topic 842, Leases, and for the recognition of revenue and certain costs as of January 1, 2018 due to the adoption of ASC Topic 606, Revenue from Contracts with Customers. The consolidated financial statements of Digital Cinema Implementation Partners, LLC as of December 31, 2019 and 2018 and for each of the years in the three-year period ended December 31, 2019, incorporated in this registration statement by reference, have been so incorporated in reliance upon the report of CohnReznick LLP, independent auditors, given upon the authority of said firm as experts in accounting and auditing. AMC Entertainment Holdings, Inc. may offer and sell from time to time, we may offer and sell any combination of the securities described in this prospectus in one or more offerings. The securities we may offer may be convertible into series or exercisable or exchangeable for other securities. We may offer the securities separately or together, in separate classes or series and in amounts, at prices issuances and on terms that we will be determined determine at the time of the securities are offeredoffering, up to 50,000,000 shares of our Class A common stock, par value $0.01 (the “Class A common stock”) described in this prospectus. This prospectus describes some provides you with a general description of the general terms that may apply to these securitiessecurities offered. Each time securities are soldwe offer and sell securities, the specific terms and amounts of the securities being offered, and any other information relating to the specific offering we will be set forth in file a prospectus supplement to this prospectusprospectus that contains specific information about the offering and, if applicable, the amounts, prices and terms of the securities. The prospectus supplement Such supplements may also add, update or change information contained in this prospectus. You should carefully read this prospectus and the applicable prospectus supplement before you invest in any of our securities. This prospectus may not be used to consummate sales of securities unless accompanied by a prospectus supplement. We may offer and sell these the securities described in this prospectus and any prospectus supplement directly to our stockholders or to other purchasers or through agents on a continuous our behalf or delayed basis, directly, through agents, underwriters or dealers or underwriters as designated from time to time, or through a combination of these methods. If any agents, dealers agents or underwriters are involved in the sale of any of these securities, the applicable prospectus supplement will set forth their provide the names of the agents or underwriters and any applicable commissions fees, commission or discounts. See Our Class A common stock is listed on the New York Stock Exchange (“Plan of DistributionNYSE”) under the symbol “AMC.” On December 28, 2020, the last reported sale price of our Class A common stock on the NYSE was $2.39. Investing in our Class A common stock involves risks. You should carefully read and consider the risk factors included in this prospectus, in our periodic reports, in any applicable prospectus supplement relating to a specific offering of securities and in any other documents we file with the SEC. See the sections entitled “Risk Factors” below on page 7, in our other filings with the SEC and in the applicable prospectus supplement, if any. LEGAL MATTERS 17 PLAN OF DISTRIBUTION 15 EXPERTS 17 This prospectus is part of a Registration Statement that we filed with the SEC using a “shelf” registration process. Under this shelf registration process, we may sell up to 50,000,000 shares of our Class A common stock described in this prospectus in one or more offerings. This prospectus provides you with a general description of our Class A common stock that we may offer. To the extent required by applicable law, each time we sell securities, we will provide you with this prospectus and, to the extent required, a prospectus supplement that will contain more information about the specific terms of the offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. Each such prospectus supplement (and any related free writing prospectus that we may authorize to be provided to you), if any, may also add, update or change information contained in this prospectus or in documents incorporated by reference into this prospectus. We urge you to carefully read carefully this prospectus, any applicable prospectus supplement, if any, and any related free writing prospectus, together with the information incorporated herein and therein by reference as described under the headings “Where You Can Find Additional Information; Incorporation of Documents by Reference” before buying any of the shares of Class A common stock being offered. If there is any inconsistency between the information in this prospectus and any prospectus supplement or free writing prospectus, you should rely on the information provided in the prospectus supplement or free writing prospectus, as applicable. You should rely only on the information contained in this prospectus, and any accompanying prospectus supplement, including the information incorporated by reference herein as described under “Where You Can Find More Information; Incorporation of Documents by Reference, and any free writing prospectus that we prepare and distribute. This prospectus and any accompanying prospectus supplement or other offering materials do not contain all of the information included in the registration statement as permitted by the rules and any documents regulations of the SEC. For further information, we incorporate by reference into refer you to the registration statement on Form S-3, including its exhibits. We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, therefore, file reports and other information with the SEC. Statements contained in this prospectus and any accompanying prospectus supplement before you make your investment decision. Our common stock and public warrants or other offering materials about the provisions or contents of any agreement or other document are traded on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “GOEV” and “GOEVW,” respectively. On May 18, 2022, the last reported sale price on Nasdaq of our common stock was $3.38 per share and the last reported sale price of our public warrants was $0.47 per warrant. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, of the securities covered by the applicable prospectus supplement. Our principal executive office is located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and our telephone number is (▇▇▇) ▇▇▇-▇▇▇▇. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties referenced under the heading “Risk Factors” beginning on page 5 of this prospectus as well as those contained in the applicable prospectus supplement and in the other documents that are incorporated by reference into this prospectus or the applicable prospectus supplement. ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE 3 WHERE YOU CAN FIND MORE INFORMATION 2 RISK FACTORS 5 COMPANY OVERVIEW 4 USE OF PROCEEDS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 DESCRIPTION OF OUR DEPOSITARY SHARES 17 DESCRIPTION OF OUR CAPITAL STOCK 10 DESCRIPTION OF OUR WARRANTS 30 DESCRIPTION OF OUR DEBT SECURITIES 20 PLAN OF DISTRIBUTION 35 DESCRIPTION OF OUR RIGHTS 34 EXPERTS 38 LEGAL MATTERS 37 We are responsible for the information contained and incorporated by reference in this prospectus and in any accompanying prospectus supplement we prepare or authorize. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give youonly summaries. If you are in a jurisdiction where offers to sell, SEC rules require that any agreement or solicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only be filed as of the date of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any accompanying prospectus supplement we may provide you in connection with an offering or that the information contained or incorporated by reference is correct as of any time subsequent exhibit to the date of such information. You registration statement, you should assume refer to that the information in this prospectus agreement or any accompanying prospectus supplement, as well as the information incorporated by reference in this prospectus or any accompanying prospectus supplement, is accurate only as of the date of the documents containing the information, unless the information specifically indicates that another date applies. Our business, financial condition, results of operations and prospects may have changed since those datesdocument for its complete contents.

EXPERTS. The financial statements of Canoo Inc. as of December 31, 2021 and 2020, and incorporated in this prospectus supplement by reference to the Annual Report on Form 10-K for each of the two years in the period year ended December 31, 2021, incorporated by reference in this prospectus supplement and the accompanying prospectus, and the effectiveness of Canoo Inc.’s internal control over financial reporting 2022 have been audited by Deloitte & Touche so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their reports. Such financial statements are incorporated by reference in reliance upon given on the reports authority of such said firm given their authority as experts in accounting auditing and auditingaccounting. From time to time, we may offer and sell up to $300,000,000 aggregate dollar amount of shares of our common stock or preferred stock, debt securities, warrants to purchase our common stock, preferred stock or debt securities, subscription rights to purchase our common stock, preferred stock or debt securities and/or units consisting of some or all of these securities, in any combination of the securities described in this prospectus combination, together or separately, in one or more offerings. The securities we may offer may be convertible into or exercisable or exchangeable for other securities. We may offer the securities separately or together, in separate classes or series and in amounts, at prices and on the terms that we will be determined determine at the time the securities are offered. This prospectus describes some of the general terms that may apply to these securities. Each time securities are sold, the specific terms offering and amounts of the securities being offered, and any other information relating to the specific offering which will be set forth in a prospectus supplement to this and, if permitted, any related free writing prospectus. The prospectus supplement and, if permitted, any related free writing prospectus may also add, update or change information contained in this prospectus. We may sell The total amount of these securities on a continuous or delayed basiswill have an initial aggregate offering price of up to $300,000,000. You should read this prospectus, directly, through agents, dealers or underwriters as designated from time to timethe information incorporated, or through a combination of these methods. If deemed to be incorporated, by reference in this prospectus, and any agents, dealers or underwriters are involved in the sale of any securities, the applicable prospectus supplement will set forth their names and any applicable commissions or discounts. See “Plan of Distribution.” We urge you to read and, if permitted, related free writing prospectus carefully this prospectus, any accompanying prospectus supplement and any documents we incorporate by reference into this prospectus and any accompanying prospectus supplement before you make your investment decisioninvest. Our common stock and public warrants are traded on The Nasdaq Global Select Market the New York Stock Exchange (the “NasdaqNYSE”) under the symbol symbols “GOEVVLD” and “GOEVWVLD WS,” respectively. On May 18November 9, 2022, the last reported sale sales price on Nasdaq of our common stock was $3.38 2.13 per share and the last reported sale sales price of our public warrants was $0.47 0.30 per warrant. The applicable prospectus supplement and, if permitted, any related free writing prospectus will contain information, where applicable, as to any other listings, if any, listing on the NYSE or any securities market or exchange of the securities covered by the applicable prospectus supplementsupplement and, if permitted, any related free writing prospectus. Our principal executive office is located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, ▇▇▇▇▇▇▇▇as amended, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇and, as such, have elected to comply with certain reduced disclosure and our telephone number is (▇▇▇) ▇▇▇-▇▇▇▇regulatory requirements. Investing An investment in our securities involves a high degree of risk. You should review carefully consider the risks and uncertainties referenced information under the heading “Risk Factors” beginning on page 5 6 of this prospectus prospectus, as well as those contained in the applicable prospectus supplement sections entitled “Risk Factors” beginning on page 15 of our Annual Report on Form 10- K for the year ended December 31, 2021, beginning on page 48 of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, beginning on page 55 of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 and in beginning on page 57 of our Quarterly Report on Form 10-Q for the other documents that quarter ended September 30, 2022, which reports are incorporated by reference into in this prospectus, before investing in our securities. Common stock, preferred stock, debt securities, warrants, subscription rights and/or units may be sold by us to or through underwriters or dealers, directly to purchasers or through agents designated from time to time. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus. If any underwriters, dealers or agents are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of such underwriters or agents and any applicable fees, discounts or commissions, details regarding over-allotment options, if any, and the applicable net proceeds to us will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement. ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE 3 WHERE YOU CAN FIND MORE INFORMATION SELECTED DEFINITIONS 2 PROSPECTUS SUMMARY 4 RISK FACTORS 5 COMPANY OVERVIEW 4 USE OF PROCEEDS 9 6 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 DESCRIPTION 7 WHERE YOU CAN FIND MORE INFORMATION 8 INCORPORATION OF OUR DEPOSITARY SHARES 17 DESCRIPTION INFORMATION BY REFERENCE 9 USE OF OUR CAPITAL STOCK PROCEEDS 10 DESCRIPTION OF OUR WARRANTS 30 DESCRIPTION OF OUR DEBT SECURITIES 20 PLAN OF DISTRIBUTION 11 DESCRIPTION OF CAPITAL STOCK 13 DESCRIPTION OF DEBT SECURITIES 18 DESCRIPTION OF WARRANTS 26 DESCRIPTION OF SUBSCRIPTION RIGHTS 35 DESCRIPTION OF OUR RIGHTS 34 EXPERTS 38 UNITS 36 LEGAL MATTERS 37 We are responsible for the information contained and incorporated by reference in this prospectus and in any accompanying prospectus supplement we prepare or authorize. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give you. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only as of the date of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any accompanying prospectus supplement we may provide you in connection with an offering or that the information contained or incorporated by reference is correct as of any time subsequent to the date of such information. You should assume that the information in this prospectus or any accompanying prospectus supplement, as well as the information incorporated by reference in this prospectus or any accompanying prospectus supplement, is accurate only as of the date of the documents containing the information, unless the information specifically indicates that another date applies. Our business, financial condition, results of operations and prospects may have changed since those dates.EXPERTS 37

EXPERTS. The financial statements of Canoo Inc. as of December 31, 2021 2022 and 20202021, and for each of the two years in the period ended December 31, 20212022, incorporated by reference in this prospectus supplement and the accompanying prospectus, and the effectiveness of Canoo Inc.’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reportsreport. Such financial statements are incorporated by reference in reliance upon the reports report of such firm given their authority as experts in accounting and auditing. From time to time, we may offer and sell any combination of the securities described in this prospectus in one or more offerings. The securities we may offer may be convertible into or exercisable or exchangeable for other securities. We may offer the securities separately or together, in separate classes or series and in amounts, at prices and on terms that will be determined at the time the securities are offered. This prospectus describes some of the general terms that may apply to these securities. Each time securities are sold, the specific terms and amounts of the securities being offered, and any other information relating to the specific offering will be set forth in a supplement to this prospectus. The prospectus supplement may also add, update or change information contained in this prospectus. We may sell these securities on a continuous or delayed basis, directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. If any agents, dealers or underwriters are involved in the sale of any securities, the applicable prospectus supplement will set forth their names and any applicable commissions or discounts. See “Plan of Distribution.” We urge you to read carefully this prospectus, any accompanying prospectus supplement and any documents we incorporate by reference into this prospectus and any accompanying prospectus supplement before you make your investment decision. Our common stock and public warrants are traded on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “GOEV” and “GOEVW,” respectively. On May 18, 2022, the last reported sale price on Nasdaq of our common stock was $3.38 per share and the last reported sale price of our public warrants was $0.47 per warrant. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, of the securities covered by the applicable prospectus supplement. Our principal executive office is located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and our telephone number is (▇▇▇) ▇▇▇-▇▇▇▇. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties referenced under the heading “Risk Factors” beginning on page 5 of this prospectus as well as those contained in the applicable prospectus supplement and in the other documents that are incorporated by reference into this prospectus or the applicable prospectus supplement. ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE 3 WHERE YOU CAN FIND MORE INFORMATION 2 RISK FACTORS 5 COMPANY OVERVIEW 4 USE OF PROCEEDS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 DESCRIPTION OF OUR DEPOSITARY SHARES 17 DESCRIPTION OF OUR CAPITAL STOCK 10 DESCRIPTION OF OUR WARRANTS 30 DESCRIPTION OF OUR DEBT SECURITIES 20 PLAN OF DISTRIBUTION 35 DESCRIPTION OF OUR RIGHTS 34 EXPERTS 38 LEGAL MATTERS 37 We are responsible for the information contained and incorporated by reference in this prospectus and in any accompanying prospectus supplement we prepare or authorize. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give you. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only as of the date of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any accompanying prospectus supplement we may provide you in connection with an offering or that the information contained or incorporated by reference is correct as of any time subsequent to the date of such information. You should assume that the information in this prospectus or any accompanying prospectus supplement, as well as the information incorporated by reference in this prospectus or any accompanying prospectus supplement, is accurate only as of the date of the documents containing the information, unless the information specifically indicates that another date applies. Our business, financial condition, results of operations and prospects may have changed since those dates.

EXPERTS. The financial statements of Canoo Inc. as of incorporated in this prospectus supplement by reference to the Annual Report on Form 10-K for the year ended December 31, 2021 and 2020, and for each of the two years in the period ended December 31, 2021, incorporated by reference in this prospectus supplement and the accompanying prospectus, and the effectiveness of Canoo Inc.’s internal control over financial reporting have been audited by Deloitte & Touche so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their reports. Such financial statements are incorporated by reference in reliance upon given on the reports authority of such said firm given their authority as experts in accounting auditing and auditingaccounting. From time to time, we may offer and sell up to $300,000,000 aggregate dollar amount of shares of our common stock or preferred stock, debt securities, warrants to purchase our common stock, preferred stock or debt securities, subscription rights to purchase our common stock, preferred stock or debt securities and/or units consisting of some or all of these securities, in any combination of the securities described in this prospectus combination, together or separately, in one or more offerings. The securities we may offer may be convertible into or exercisable or exchangeable for other securities. We may offer the securities separately or together, in separate classes or series and in amounts, at prices and on the terms that we will be determined determine at the time the securities are offered. This prospectus describes some of the general terms that may apply to these securities. Each time securities are sold, the specific terms offering and amounts of the securities being offered, and any other information relating to the specific offering which will be set forth in a prospectus supplement to this and, if permitted, any related free writing prospectus. The prospectus supplement and, if permitted, any related free writing prospectus may also add, update or change information contained in this prospectus. We may sell The total amount of these securities on a continuous or delayed basiswill have an initial aggregate offering price of up to $300,000,000. You should read this prospectus, directly, through agents, dealers or underwriters as designated from time to timethe information incorporated, or through a combination of these methods. If deemed to be incorporated, by reference in this prospectus, and any agents, dealers or underwriters are involved in the sale of any securities, the applicable prospectus supplement will set forth their names and any applicable commissions or discounts. See “Plan of Distribution.” We urge you to read and, if permitted, related free writing prospectus carefully this prospectus, any accompanying prospectus supplement and any documents we incorporate by reference into this prospectus and any accompanying prospectus supplement before you make your investment decisioninvest. Our common stock and public warrants are traded on The Nasdaq Global Select Market the New York Stock Exchange (the “NasdaqNYSE”) under the symbol symbols “GOEVVLD” and “GOEVWVLD WS,” respectively. On May 18November 9, 2022, the last reported sale sales price on Nasdaq of our common stock was $3.38 2.13 per share and the last reported sale sales price of our public warrants was $0.47 0.30 per warrant. The applicable prospectus supplement and, if permitted, any related free writing prospectus will contain information, where applicable, as to any other listings, if any, listing on the NYSE or any securities market or exchange of the securities covered by the applicable prospectus supplementsupplement and, if permitted, any related free writing prospectus. Our principal executive office is located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, ▇▇▇▇▇▇▇▇as amended, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇and, as such, have elected to comply with certain reduced disclosure and our telephone number is (▇▇▇) ▇▇▇-▇▇▇▇regulatory requirements. Investing An investment in our securities involves a high degree of risk. You should review carefully consider the risks and uncertainties referenced information under the heading “Risk Factors” beginning on page 5 6 of this prospectus prospectus, as well as those contained in the applicable prospectus supplement sections entitled “Risk Factors” beginning on page 15 of our Annual Report on Form 10- K for the year ended December 31, 2021, beginning on page 48 of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, beginning on page 55 of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 and in beginning on page 57 of our Quarterly Report on Form 10-Q for the other documents that quarter ended September 30, 2022, which reports are incorporated by reference into in this prospectus, before investing in our securities. Common stock, preferred stock, debt securities, warrants, subscription rights and/or units may be sold by us to or through underwriters or dealers, directly to purchasers or through agents designated from time to time. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus. If any underwriters, dealers or agents are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of such underwriters or agents and any applicable fees, discounts or commissions, details regarding over-allotment options, if any, and the applicable net proceeds to us will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement. ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE 3 WHERE YOU CAN FIND MORE INFORMATION SELECTED DEFINITIONS 2 RISK FACTORS 5 COMPANY OVERVIEW 4 USE OF PROCEEDS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 DESCRIPTION OF OUR DEPOSITARY SHARES 17 DESCRIPTION OF OUR CAPITAL STOCK 10 DESCRIPTION OF OUR WARRANTS 30 DESCRIPTION OF OUR DEBT SECURITIES 20 PLAN OF DISTRIBUTION 35 DESCRIPTION OF OUR RIGHTS 34 EXPERTS 38 LEGAL MATTERS 37 We are responsible for the information contained and incorporated by reference in this prospectus and in any accompanying prospectus supplement we prepare or authorize. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give you. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only as of the date of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any accompanying prospectus supplement we may provide you in connection with an offering or that the information contained or incorporated by reference is correct as of any time subsequent to the date of such information. You should assume that the information in this prospectus or any accompanying prospectus supplement, as well as the information incorporated by reference in this prospectus or any accompanying prospectus supplement, is accurate only as of the date of the documents containing the information, unless the information specifically indicates that another date applies. Our business, financial condition, results of operations and prospects may have changed since those dates.42

EXPERTS. The Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements of Canoo Inc. as of December 31, 2021 and 2020, and included in our Annual Report on Form 10-K for each of the two years in the period year ended December 31, 2021, and the effectiveness of our internal control over financial reporting as of December 31, 2021, as set forth in their reports, which are incorporated by reference in this prospectus supplement and elsewhere in this registration statement. Our consolidated financial statements are incorporated by reference in reliance on Ernst & Young LLP’s reports, given on their authority as experts in accounting and auditing. We have filed a registration statement on Form S-3 with the SEC under the Securities Act. This prospectus supplement and the accompanying prospectus are part of the registration statement but the registration statement includes and incorporates by reference additional information and exhibits. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a web site that contains reports, proxy and information statements and other information regarding companies, such as ours, that file documents electronically with the SEC. The address of that site on the worldwide web is ▇▇▇.▇▇▇.▇▇▇. The SEC permits us to “incorporate by reference” the information contained in documents we file with the SEC, which means that we can disclose important information to you by referring you to those documents rather than by including them in this prospectus supplement and the accompanying prospectus. Information that is incorporated by reference is considered to be part of this prospectus supplement and the accompanying prospectus and you should read it with the same care that you read this prospectus supplement and the accompanying prospectus. Later information that we file with the SEC will automatically update and supersede the information that is either contained, or incorporated by reference, in this prospectus supplement and the accompanying prospectus, and will be considered to be a part of this prospectus supplement and the accompanying prospectus from the date those documents are filed. We have filed with the SEC, and incorporate by reference in this prospectus supplement and the accompanying prospectus: ∎ our Annual Report on Form 10-K for the year ended December 31, 2021; and ∎ the description of our common stock set forth in Exhibit 4.2 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. We also incorporate by reference all additional documents that we file with the SEC under the terms of Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that are made after the initial filing date of the registration statement of which this prospectus supplement and the accompanying prospectus is a part and the effectiveness of Canoo Inc.’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firmthe registration statement, as stated well as between the date of this prospectus supplement and the termination of any offering of securities offered by this prospectus supplement and the accompanying prospectus. We are not, however, incorporating, in their reportseach case, any documents or information that we are deemed to furnish and not file in accordance with SEC rules. Such financial statements are You may request a copy of any or all of the documents incorporated by reference in reliance upon the reports of such firm given their authority as experts in accounting and auditing. From time to time, we may offer and sell any combination of the securities described in but not delivered with this prospectus in one or more offerings. The securities we may offer may be convertible into or exercisable or exchangeable for other securities. We may offer the securities separately or together, in separate classes or series and in amounts, at prices and on terms that will be determined at the time the securities are offered. This prospectus describes some of the general terms that may apply to these securities. Each time securities are sold, the specific terms and amounts of the securities being offered, and any other information relating to the specific offering will be set forth in a supplement to this prospectus. The prospectus supplement may also add, update or change information contained in this prospectus. We may sell these securities on a continuous or delayed basis, directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. If any agents, dealers or underwriters are involved in the sale of any securities, the applicable prospectus supplement will set forth their names and any applicable commissions or discounts. See “Plan of Distribution.” We urge you to read carefully this prospectus, any accompanying prospectus supplement and any documents we incorporate the accompanying prospectus, at no cost, by reference into this prospectus writing or telephoning us at the following address and any accompanying prospectus supplement before you make your investment decision. Our common stock and public warrants are traded on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “GOEV” and “GOEVW,” respectively. On May 18number: Investor Relations, 2022Invitae Corporation, the last reported sale price on Nasdaq of our common stock was $3.38 per share and the last reported sale price of our public warrants was $0.47 per warrant. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, of the securities covered by the applicable prospectus supplement. Our principal executive office is located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ and our telephone number is (▇▇▇) ▇▇▇-▇▇▇▇. Investing in our securities involves a high degree of risk. You should review carefully We will not, however, send exhibits to those documents, unless the risks and uncertainties referenced under the heading “Risk Factors” beginning on page 5 of this prospectus as well as those contained in the applicable prospectus supplement and in the other documents that exhibits are incorporated by reference into this prospectus or the applicable prospectus supplement. ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE 3 WHERE YOU CAN FIND MORE INFORMATION 2 RISK FACTORS 5 COMPANY OVERVIEW 4 USE OF PROCEEDS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 DESCRIPTION OF OUR DEPOSITARY SHARES 17 DESCRIPTION OF OUR CAPITAL STOCK 10 DESCRIPTION OF OUR WARRANTS 30 DESCRIPTION OF OUR DEBT SECURITIES 20 PLAN OF DISTRIBUTION 35 DESCRIPTION OF OUR RIGHTS 34 EXPERTS 38 LEGAL MATTERS 37 We are responsible for the information contained and specifically incorporated by reference in this prospectus and in any accompanying prospectus supplement we prepare or authorize. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give you. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only as of the date of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these those documents, will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any accompanying prospectus supplement we may provide you in connection with an offering or that the information contained or incorporated by reference is correct as of any time subsequent to the date of such information. You should assume that the information in this prospectus or any accompanying prospectus supplement, as well as the information incorporated by reference in this prospectus or any accompanying prospectus supplement, is accurate only as of the date of the documents containing the information, unless the information specifically indicates that another date applies. Our business, financial condition, results of operations and prospects may have changed since those dates.

EXPERTS. The consolidated financial statements of Canoo Inc. Innate Pharma S.A. as of December 31, 2021 2021, 2020 and 20202019, and for each of the two three years in the period ended December 31, 2021, incorporated by reference in this prospectus supplement and Prospectus Supplement by reference to Innate Pharma S.A.’s Annual Report on Form 20-F for the accompanying prospectusyear ended December 31, and the effectiveness of Canoo Inc.’s internal control over financial reporting 2021, have been audited by Deloitte & Touche LLPAssociés, an independent registered public accounting firm, as stated set forth in their reportsreport. Such consolidated financial statements are incorporated by reference in reliance upon the reports report of such firm given their authority as experts in accounting and auditing. From The offices of Deloitte & Associés are located at ▇ ▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇. This prospectus will allow us to issue, from time to time, we may offer and sell any combination of the securities described in this prospectus in one or more offerings. The securities we may offer may be convertible into or exercisable or exchangeable for other securities. We may offer the securities separately or together, in separate classes or series and in amounts, time at prices and on terms that will to be determined at or prior to the time of the securities are offeredoffering, up to $200,000,000 of our ordinary shares, including American Depositary Shares, or ADSs, representing ordinary shares. This prospectus describes some of the general terms that may apply to of these securitiessecurities and the general manner in which these securities will be offered. Each time securities are sold, We will provide you with the specific terms of any offering in one or more supplements to this prospectus. The prospectus supplements will also describe the specific manner in which these securities will be offered and amounts of the securities being offeredmay also supplement, update or amend information contained in this document. You should read this prospectus and any other prospectus supplement, as well as any documents incorporated by reference into this prospectus or any prospectus supplement, carefully before you invest. Our securities may be sold directly by us to you, through agents designated from time to time or to or through underwriters or dealers. For additional information relating on the methods of sale, you should refer to the specific offering section titled “Plan of Distribution” in this prospectus and in the applicable prospectus supplement. If any underwriters or agents are involved in the sale of our securities with respect to which this prospectus is being delivered, the names of such underwriters or agents and any applicable fees or commissions and over-allotment options will be set forth in a supplement to this prospectusprospectus supplement. The prospectus supplement may price to the public of such securities and the net proceeds that we expect to receive from such sale will also add, update or change information contained in this prospectus. We may sell these securities on a continuous or delayed basis, directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. If any agents, dealers or underwriters are involved in the sale of any securities, the applicable prospectus supplement will be set forth their names and any applicable commissions or discounts. See “Plan of Distribution.” We urge you to read carefully this prospectus, any accompanying in a prospectus supplement and any documents we incorporate by reference into this prospectus and any accompanying prospectus supplement before you make your investment decisionsupplement. Our common stock and public warrants ADSs are traded listed on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “GOEVIPHA.” and “GOEVW,” respectively. On May 18January 12, 20222021, the last reported sale price on Nasdaq of our common stock was $3.38 per share and the last reported sale price of our public warrants ADSs on The Nasdaq Global Select Market was $0.47 4.74 per warrantADS. The applicable prospectus supplement will contain information, where applicable, as to any other listingslisting, if any, on The Nasdaq Global Select Market or any securities market or other securities exchange of the securities covered by the applicable prospectus supplement. Our principal executive office is located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇Prospective purchasers of our securities are urged to obtain current information as to the market prices of our securities, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and our telephone number is (▇▇▇) ▇▇▇-▇▇▇▇where applicable. Investing in our securities involves a high degree of risk. You Before deciding whether to invest in our securities, you should review consider carefully the risks and uncertainties referenced under the heading “Risk Factors” beginning that we have described on page 5 of this prospectus as well as those contained under the caption “Risk Factors” and under the caption “Risk Factors” in our most recent Annual Report on Form 20-F incorporated by reference in this prospectus. We may also include specific risk factors in supplements to this prospectus under the applicable caption “Risk Factors.” This prospectus may not be used to sell our securities unless accompanied by a prospectus supplement. TABLE OF CONTENTS i This prospectus is part of a registration statement on Form F-3 that we filed with the Securities and Exchange Commission, or SEC, utilizing a “shelf” registration process. Under this shelf registration process, we may offer ordinary shares, including ADSs representing our ordinary shares, in one or more offerings, with a total aggregate offering price of up to $200,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities under this prospectus, we will provide a prospectus supplement that will contain specific information about the terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update or change information contained in the other this prospectus or in any documents that are we have incorporated by reference into this prospectus or the prospectus. You should read this prospectus, any applicable prospectus supplement. ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE 3 WHERE YOU CAN FIND MORE INFORMATION 2 RISK FACTORS 5 COMPANY OVERVIEW 4 USE OF PROCEEDS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 DESCRIPTION OF OUR DEPOSITARY SHARES 17 DESCRIPTION OF OUR CAPITAL STOCK 10 DESCRIPTION OF OUR WARRANTS 30 DESCRIPTION OF OUR DEBT SECURITIES 20 PLAN OF DISTRIBUTION 35 DESCRIPTION OF OUR RIGHTS 34 EXPERTS 38 LEGAL MATTERS 37 We are responsible for supplement and any related free writing prospectus, together with the information incorporated herein by reference as described under the heading “Incorporation of Certain Information by Reference,” before investing in any of the securities offered. Neither we, nor any agent, underwriter or dealer has authorized any person to give any information or to make any representation other than those contained and or incorporated by reference in this prospectus, any applicable prospectus and supplement or any related free writing prospectus prepared by or on behalf of us or to which we have referred you. This prospectus, any applicable supplement to this prospectus or any related free writing prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus, any applicable supplement to this prospectus or any related free writing prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any accompanying prospectus supplement we prepare or authorize. We have not authorized anyone jurisdiction to give you any other information, and we take no responsibility for any other information that others may give you. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then make such offer or solicitation in such jurisdiction. You should not assume that the offer presented in this document does not extend to you. The information contained in this document speaks only as prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate on any date subsequent to the date set forth on the front of the date of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any accompanying prospectus supplement we may provide you in connection with an offering document or that the any information contained or we have incorporated by reference is correct as of on any time date subsequent to the date of such information. You should assume that the information in document incorporated by reference, even though this prospectus, any applicable prospectus supplement or any accompanying related free writing prospectus supplementis delivered, as well as or securities are sold, on a later date. This prospectus and the information incorporated herein by reference contains summaries of certain provisions contained in this prospectus or any accompanying prospectus supplement, is accurate only as of the date some of the documents containing described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, unless will be filed or will be incorporated by reference as exhibits to the information specifically indicates that another date applies. Our businessregistration statement of which this prospectus is a part, financial conditionand you may obtain copies of those documents as described below under the heading “Where You Can Find More Information.” Unless otherwise indicated in this prospectus, results of operations “Innate,” “the company,” “our company,” “we,” “us” and prospects may have changed since those dates“our” refer to Innate Pharma S.A. and its consolidated subsidiaries.

EXPERTS. The consolidated financial statements of Canoo Inc. as of December 31statements, 2021 schedule and 2020, and for each management’s assessment of the two years in the period ended December 31, 2021, effectiveness of internal control over financial reporting incorporated by reference in into this prospectus supplement and the accompanying prospectus, and the effectiveness of Canoo Inc.’s internal control over financial reporting prospectus have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports. Such financial statements are so incorporated by reference herein and therein in reliance upon the reports of such ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, independent registered public accountants, upon the authority of said firm given their authority as experts in accounting and auditing. From time to time, we may offer and sell any combination of the securities described in this prospectus in one or more offerings. The securities we may offer may be convertible into or exercisable or exchangeable for other securities. We may offer the securities separately or together, in separate classes or series and in amounts, at prices and on terms that will be determined at the time the securities are offered. This prospectus describes some of the general terms that may apply to these securities. Each time securities are sold, the specific terms and amounts of the securities being offered, and any other information relating Certain legal matters with respect to the specific offering will be set forth in a supplement to this prospectus. The prospectus supplement may also add, update or change information contained in this prospectus. We may sell these securities on a continuous or delayed basis, directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. If any agents, dealers or underwriters are involved in the sale validity of any securities, the applicable prospectus supplement will set forth their names shares of common stock to be issued and any applicable commissions or discounts. See “Plan offered by means of Distribution.” We urge you to read carefully this prospectus, any accompanying prospectus supplement and any documents we incorporate certain other legal matters relating to Maryland law will be passed upon for us by reference into this prospectus ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, Baltimore, Maryland, and any accompanying prospectus supplement before you make your investment decision. Our common stock certain other legal matters and public warrants are traded on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “GOEV” and “GOEVW,” respectively. On May 18certain tax matters will be passed upon for us by ▇▇▇▇▇▇▇▇ LLP, 2022Detroit, the last reported sale price on Nasdaq of our common stock was $3.38 per share and the last reported sale price of our public warrants was $0.47 per warrantMichigan. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, of the securities covered underwriters are being represented in connection with this offering by the applicable prospectus supplement. Our principal executive office is located at ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP. Agree Realty Corporation may offer and sell from time to time the following securities described in this prospectus, in each case on terms to be determined at the time of the offering: • Common Stock • Preferred Stock • Depositary Shares • Warrants • Guarantees of Debt Securities of Agree Limited Partnership Agree Limited Partnership may offer from time to time debt securities in one or more series. This prospectus describes some of the general terms that apply to the securities. We will provide specific terms of any securities we may offer in supplements to this prospectus. You should read this prospectus and any applicable prospectus supplement carefully before you invest. We also may authorize one or more free writing prospectuses to be provided to you in connection with the offering. The prospectus supplement and any free writing prospectus also may add, update or change information contained or incorporated in this prospectus. We may offer and sell these securities to or through one or more underwriters, dealers or agents, or directly to purchasers on a continuous or delayed basis. The prospectus supplement for each offering of securities will describe the plan of distribution for that offering. For general information about the distribution of securities offered, see “Plan of Distribution” in this prospectus. The prospectus supplement also will set forth the price to the public of the securities and the net proceeds that we expect to receive from the sale of such securities. Agree Realty Corporation’s common stock (the “common stock”) is traded on the New York Stock Exchange (“NYSE”) under the symbol “ADC.” On May 26, 2020 the last reported sales price of the common stock on the NYSE was $64.69 per share. We impose certain restrictions on the ownership and transfer of our capital stock. You should read the information under the section entitled “Description of Common Stock — Restrictions on Ownership and Transfer” in this prospectus for a description of these restrictions. This prospectus is part of an automatic shelf registration statement that we have filed with the Securities and Exchange Commission (the “SEC”) as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act. Under the automatic shelf registration process, we may, over time sell any combination of the securities described in this prospectus or in any applicable prospectus supplement in one or more offerings. The exhibits to our registration statement contain the full text of certain contracts and other important documents we have summarized in this prospectus. Since these summaries may not contain all the information that you may find important in deciding whether to purchase the securities we offer, you should review the full text of these documents. The registration statement and the exhibits can be obtained from the SEC as indicated under the sections entitled “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” This prospectus only provides you with a general description of the securities we may offer. As allowed by SEC rules, this prospectus does not contain all of the information you can find in the registration statement or the exhibits to the registration statement. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering, including the specific amounts, prices and terms of the securities offered. A prospectus supplement may also add, update or change information contained in this prospectus or in documents we have incorporated by reference. Accordingly, to the extent there is an inconsistency between the information in this prospectus and any prospectus supplement, you should rely on the information in the prospectus supplement. You should carefully read both this prospectus and any prospectus supplement together with the additional information described below under the sections entitled “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” This summary only highlights the more detailed information appearing elsewhere in this prospectus or incorporated by reference into this prospectus. It may not contain all of the information that is important to you. You should carefully read the entire prospectus and the documents incorporated by reference into this prospectus before deciding whether to invest in our securities. Unless otherwise indicated or the context requires otherwise, in this prospectus and any prospectus supplement hereto references to the “Company” refer to Agree Realty Corporation, a Maryland corporation, and references to the “Operating Partnership” refer to Agree Limited Partnership, a Delaware limited partnership. In this prospectus and any prospectus supplement, the terms “we,” “us,” and “our” refer to the Company, the Operating Partnership and the direct and indirect subsidiaries of the Operating Partnership on a consolidated basis, unless otherwise indicated. The Company is a fully integrated real estate investment trust (“REIT”) primarily focused on the ownership, acquisition, development and management of retail properties net leased to industry leading tenants. The Company was founded in 1971 by its current Executive Chairman, ▇▇▇▇▇▇▇ ▇▇▇▇▇, and the Company’s common stock was listed on the NYSE in 1994. The Company’s assets are held by, and all of its operations are conducted through, directly or indirectly, the Operating Partnership, of which the Company is the sole general partner and in which the Company held a 99.3% interest as of March 31, 2020. Under the partnership agreement of the Operating Partnership, the Company, as the sole general partner, has exclusive responsibility and discretion in the management and control of the Operating Partnership. As of March 31, 2020, our portfolio consisted of 868 properties located in 46 states totaling approximately 16.3 million square feet of gross leasable area. As of March 31, 2020, our portfolio was approximately 99.3% leased and had a weighted average remaining lease term of approximately 9.8 years. A significant majority of our properties are leased to national tenants, and as of March 31, 2020, approximately 59.6% of our annualized base rent was derived from tenants, or parent entities thereof, with an investment grade credit rating from S&P Global Ratings (acting through Standard & Poor’s Financial Services LLC), ▇▇▇▇▇’▇ Investors Service, Inc., Fitch Ratings, Inc. or the National Association of Insurance Commissioners. Substantially all of our tenants are subject to net lease agreements. A net lease typically requires the tenant to be responsible for minimum monthly rent and property operating expenses including property taxes, insurance and maintenance. The Company was incorporated in December 1993 under the laws of the State of Maryland. The Company believes that it has operated, and it intends to continue to operate, in such a manner to qualify as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”). In order to maintain its qualification as a REIT, the Company must, among other things, distribute at least 90% of its REIT taxable income each year and meet asset and income tests. Additionally, the Company’s charter (the “Charter”) limits ownership of the Company, directly or constructively, by any single person to 9.8% of the value or number of shares, whichever is more restrictive, of the Company’s outstanding common stock and 9.8% of the value of the aggregate of all of the Company’s outstanding stock, subject to certain exceptions. As a REIT, the Company is not subject to federal income tax with respect to that portion of the Company’s income that is distributed currently to Company stockholders. The requirements to maintain the Company’s qualification as a REIT for federal income tax purposes are discussed in greater detail in the “Description of Common Stock” and “Material Federal Income Tax Considerations” sections of this prospectus. Our headquarters are located at ▇▇ ▇. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and our telephone number is (▇▇▇) ▇▇▇-▇▇▇▇. Our website is ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. However, the information located on, or accessible from, our website is not, and should not be deemed to be, part of this prospectus or any free writing prospectus or incorporated into any other filing that we submit to the SEC. Investing in our securities involves a high degree of riskrisks. You should review carefully Before purchasing the risks and uncertainties referenced under the heading “Risk Factors” beginning on page 5 of securities offered by this prospectus as well as those contained in you should carefully consider the applicable prospectus supplement and in the other documents that are risk factors incorporated by reference into this prospectus or the applicable prospectus supplement. ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE 3 WHERE YOU CAN FIND MORE INFORMATION 2 RISK FACTORS 5 COMPANY OVERVIEW 4 USE OF PROCEEDS 9 CAUTIONARY NOTE REGARDING FORWARDfrom our Annual Report on Form 10-LOOKING STATEMENTS 6 DESCRIPTION OF OUR DEPOSITARY SHARES 17 DESCRIPTION OF OUR CAPITAL STOCK 10 DESCRIPTION OF OUR WARRANTS 30 DESCRIPTION OF OUR DEBT SECURITIES 20 PLAN OF DISTRIBUTION 35 DESCRIPTION OF OUR RIGHTS 34 EXPERTS 38 LEGAL MATTERS 37 We are responsible K for the year ended December 31, 2019 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, as well as the risks, uncertainties and additional information contained and incorporated by reference set forth in this prospectus and in any accompanying prospectus supplement documents that we prepare or authorize. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give you. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, file with the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only as of the date of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since SEC after the date of this prospectus or any accompanying prospectus supplement we may provide you in connection with an offering or that and which are deemed incorporated by reference into this prospectus, and the information contained or incorporated by reference is correct as into any applicable prospectus supplement. For a description of any time subsequent to the date these reports and documents, and for information about where you can find them, see “Where You Can Find More Information” and “Incorporation of such informationCertain Documents by Reference”. You should assume that the information The risks and uncertainties we discuss in this prospectus or and any accompanying applicable prospectus supplement, as well as supplement and in the information documents incorporated by reference in into this prospectus are those that we currently believe may materially affect us. Additional risks not presently known or any accompanying prospectus supplement, is accurate only as of the date of the documents containing the information, unless the information specifically indicates that another date applies. Our business, are currently deemed immaterial could also materially and adversely affect our financial condition, liquidity, results of operations, business and prospects. Agree Realty Corporation and certain of our subsidiaries may guarantee debt securities of Agree Limited Partnership as described in “Description of Debt Securities and Related Guarantees.” Any such guarantees by Agree Realty Corporation will be full, irrevocable, unconditional and absolute joint and several guarantees to the holders of each series of such outstanding guaranteed debt securities. In March 2020, the SEC adopted amendments to Rule 3-10 of Regulation S-X and created Rule 13-01 of Regulation S-X to simplify disclosure requirements related to certain registered securities. The rule is effective January 4, 2021 but earlier compliance is permitted. As a result of the amendments to Rule 3-10 of Regulation S-X, subsidiary issuers of obligations guaranteed by the parent are not required to provide separate financial statements, provided that the subsidiary obligor is consolidated into the parent company’s consolidated financial statements, the parent guarantee is “full and unconditional” and, subject to certain exceptions, the alternative disclosure required by Rule 13-01 of Regulation S-X is provided, which includes narrative disclosure and summarized financial information. Accordingly, separate consolidated financial statements of Agree Limited Partnership have not been presented. Furthermore, as permitted under Rule 13-01(a)(4)(vi)(A) of Regulation S-X, the Company has excluded the summarized financial information for Agree Limited Partnership and anticipated subsidiary guarantors, if any, because the assets, liabilities and results of operations of Agree Limited Partnership, Agree Realty Corporation and prospects may have changed since those datesthe subsidiaries that we would expect to guarantee any debt securities are not materially different than the corresponding amounts in Agree Realty Corporation’s consolidated financial statements, and management believes such summarized financial information would be repetitive and would not provide incremental value to investors.

EXPERTS. The financial statements of Canoo TeraWulf Inc. as of December 31, 2021 and 2020, and for each of the two years in the period ended from April 1, 2021 to December 31, 2021, 2021 incorporated in this registration statement by reference in this prospectus supplement and the accompanying prospectus, and the effectiveness of Canoo Inc.’s internal control over financial reporting have been audited by Deloitte & Touche RSM US LLP, an independent registered public accounting firm, as stated in their reports. Such financial statements are report thereon, incorporated herein by reference reference, and have been incorporated in this registration statement in reliance upon such report and upon the reports authority of such firm given their authority as experts in accounting and auditing. From time to time, we We may offer and sell from time to time shares of our common stock, shares of our preferred stock, debt securities, depositary shares, warrants, rights, purchase contracts or units, or any combination of the securities described in this prospectus thereof, in one or more offerings. The securities we may offer may be convertible into or exercisable or exchangeable for other securities. We may offer the securities separately or together, in separate classes or series and offerings in amounts, at prices and on terms that will be determined we determine at the time the securities are offered. This prospectus describes some of the general terms that may apply offering, with an aggregate initial offering price of up to these securities$500,000,000 (or its equivalent in foreign currencies, currency units or composite currencies). Each time we offer securities are soldpursuant to this prospectus, we will provide a prospectus supplement containing more information about the specific terms and amounts of the securities being offered, and any other information relating to the specific particular offering will be set forth in a supplement to together with this prospectus. The prospectus supplement also may also add, update or change information contained in this prospectus. We This prospectus may not be used to offer and sell these securities without a prospectus supplement. These securities may be sold on a continuous or delayed basis, directly, basis directly to or through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. Our common stock is traded on the Nasdaq Stock Market LLC under the symbol “▇▇▇▇.” If we decide to list or seek a quotation for any agents, dealers or underwriters are involved in the sale of any other securities, the applicable prospectus supplement relating to those securities will set forth their names and any applicable commissions disclose the exchange or discountsmarket on which those securities will be listed or quoted. See “Plan of Distribution.” Investing in these securities involves significant risks. We urge strongly recommend that you to read carefully the risks we describe in this prospectus, prospectus as well as in any accompanying prospectus supplement and any documents we incorporate the risk factors that are incorporated by reference into this prospectus from our filings made with the Securities and any accompanying prospectus supplement before you make your investment decisionExchange Commission. Our common stock and public warrants are traded on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “GOEV” and “GOEVW,” respectively. On May 18, 2022, the last reported sale price on Nasdaq of our common stock was $3.38 per share and the last reported sale price of our public warrants was $0.47 per warrant. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, of the securities covered by the applicable prospectus supplement. Our principal executive office is located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and our telephone number is (▇▇▇) ▇▇▇-▇▇▇▇. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties referenced under the heading See “Risk Factors” beginning on page 5 of this prospectus as well as those contained in the applicable prospectus supplement and in the other documents that are incorporated by reference into this prospectus or the applicable prospectus supplementprospectus. ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE 3 2 WHERE YOU CAN FIND MORE INFORMATION 2 RISK FACTORS 5 1 THE COMPANY OVERVIEW 4 USE OF PROCEEDS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 3 USE OF PROCEEDS 6 RISK FACTORS 5 DESCRIPTION OF OUR DEPOSITARY SHARES 17 DESCRIPTION OF OUR CAPITAL STOCK THE DEBT SECURITIES 10 DESCRIPTION OF OUR WARRANTS 30 CAPITAL STOCK 7 DESCRIPTION OF OUR DEBT SECURITIES THE WARRANTS 23 DESCRIPTION OF DEPOSITARY SHARES 20 DESCRIPTION OF THE PURCHASE CONTRACTS 26 DESCRIPTION OF THE RIGHTS 25 PLAN OF DISTRIBUTION 35 28 DESCRIPTION OF OUR RIGHTS 34 EXPERTS 38 LEGAL MATTERS 37 We are responsible for the information contained and incorporated by reference in this prospectus and in any accompanying prospectus supplement we prepare or authorize. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give you. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only as of the date of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any accompanying prospectus supplement we may provide you in connection with an offering or that the information contained or incorporated by reference is correct as of any time subsequent to the date of such information. You should assume that the information in this prospectus or any accompanying prospectus supplement, as well as the information incorporated by reference in this prospectus or any accompanying prospectus supplement, is accurate only as of the date of the documents containing the information, unless the information specifically indicates that another date applies. Our business, financial condition, results of operations and prospects may have changed since those dates.THE UNITS 27

EXPERTS. The consolidated financial statements of Canoo Inc. as of December 31April 30, 2022 and 2021 and 2020, and for each of the two years in the period ended December 31, 2021, incorporated by reference in this prospectus supplement and the accompanying prospectus, and the effectiveness of Canoo Inc.’s internal control over financial reporting have been audited by Deloitte ▇▇▇▇▇▇▇ & Touche LLPCompany, P.A., an independent registered public accounting firm, as stated set forth in their reports. Such financial statements reports thereon, and are incorporated by reference in this prospectus supplement in reliance upon on such reports given on the reports authority of such said firm given their authority as experts in accounting auditing and auditingaccounting. From time Aspen Group, Inc. intends to time, we may offer and sell any combination from time to time the securities described in this prospectus. The total offering price of the securities described in this prospectus in one or more offerings. The securities we may offer may be convertible into or exercisable or exchangeable for other securities. We may offer the securities separately or together, in separate classes or series and in amounts, at prices and on terms that will be determined at the time the securities are offerednot exceed a total of $125,000,000. This prospectus describes some of the general terms that may apply to these the securities. Each time securities are sold, the We will provide specific terms and amounts of the any securities being offered, and any other information relating to the specific offering will be set forth we may offer in a supplement supplements to this prospectus. You should read this prospectus and any applicable prospectus supplement carefully before you invest. We also may authorize one or more free writing prospectuses to be provided to you in connection with the offering. The prospectus supplement and any free writing prospectus also may also add, update or change information contained or incorporated in this prospectus. We may offer and sell these securities to or through one or more underwriters, dealers or agents, or directly to purchasers on a continuous or delayed basis, directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. If any agents, dealers or underwriters are involved in the sale of any securities, the applicable The prospectus supplement for each offering of securities will set forth their names and any applicable commissions or discountsdescribe the plan of distribution for that offering. See For general information about the distribution of securities offered, see “Plan of Distribution.” We urge you to read carefully in this prospectus, any accompanying . The prospectus supplement also will set forth the price to the public of the securities and any documents the net proceeds that we incorporate by reference into this prospectus and any accompanying prospectus supplement before you make your investment decisionexpect to receive from the sale of such securities. Our common stock and public warrants are is traded on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “GOEVASPU.” and “GOEVW,” respectively. On May 18December 17, 20222020, the last reported sale sales price on Nasdaq of our common stock on The Nasdaq Global Market was $3.38 11.49 per share and the last reported sale price of our public warrants was $0.47 per warrantshare. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, of the securities covered by the applicable prospectus supplement. Our principal executive office is located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and our telephone number is (▇▇▇) ▇▇▇-▇▇▇▇. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties referenced under the heading “Risk Factors” beginning on page 5 of this prospectus as well as those contained in the applicable prospectus supplement and in the other documents that are incorporated by reference into this prospectus or the applicable prospectus supplement. ABOUT THIS PROSPECTUS SUMMARY 1 INCORPORATION OF DOCUMENTS BY REFERENCE 3 WHERE YOU CAN FIND MORE INFORMATION 2 RISK FACTORS 5 COMPANY OVERVIEW 4 CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS 3 DESCRIPTION OF CAPITAL STOCK 6 USE OF PROCEEDS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 5 DESCRIPTION OF OUR DEPOSITARY SHARES 17 WARRANTS 12 DESCRIPTION OF DEBT SECURITIES 7 CERTAIN PROVISIONS OF DELAWARE LAW AND OF OUR CAPITAL STOCK 10 CHARTER AND BYLAWS 14 DESCRIPTION OF OUR WARRANTS 30 DESCRIPTION OF OUR DEBT SECURITIES 20 UNITS 13 LEGAL MATTERS 18 PLAN OF DISTRIBUTION 35 DESCRIPTION 16 EXPERTS 18 INCORPORATION OF OUR RIGHTS 34 EXPERTS 38 LEGAL MATTERS 37 We are responsible for the information contained and incorporated by reference in this prospectus and in any accompanying prospectus supplement we prepare or authorize. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give you. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only as of the date of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any accompanying prospectus supplement we may provide you in connection with an offering or that the information contained or incorporated by reference is correct as of any time subsequent to the date of such information. You should assume that the information in this prospectus or any accompanying prospectus supplement, as well as the information incorporated by reference in this prospectus or any accompanying prospectus supplement, is accurate only as of the date of the documents containing the information, unless the information specifically indicates that another date applies. Our business, financial condition, results of operations and prospects may have changed since those dates.CERTAIN INFORMATION BY REFERENCE 18

EXPERTS. The consolidated financial statements of Canoo AMC Entertainment Holdings, Inc. as of December 31appearing in AMC Entertainment Holdings, 2021 and 2020, and Inc.’s Annual Report (Form 10-K) for each of the two years in the period year ended December 31, 2021, incorporated by reference in this prospectus supplement and the accompanying prospectus2023, and the effectiveness of Canoo AMC Entertainment Holdings, Inc.’s internal control over financial reporting as of December 31, 2023 have been audited by Deloitte ▇▇▇▇▇ & Touche ▇▇▇▇▇ LLP, an independent registered public accounting firm, as stated set forth in their reportsreports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are are, and audited financial statements to be included in subsequently filed documents will be, incorporated by reference herein in reliance upon such reports of ▇▇▇▇▇ & ▇▇▇▇▇ LLP pertaining to such financial statements and the reports effectiveness of our internal control over financial reporting as of the respective dates (to the extent covered by consents filed with the SEC) given on the authority of such firm given their authority as experts in accounting and auditing. From time to time, we We may offer and sell any combination of the securities described in this prospectus sell, from time to time in one or more offerings. The securities we may offer may be convertible into or exercisable or exchangeable for other securities. We may offer , shares of our Class A common stock, par value $0.01 (the securities separately or together“common stock”), in separate classes or series preferred stock, subscription rights, depositary shares, warrants and units, in amounts, at prices and on terms that will be determined at the time the securities are offeredof offering. This prospectus describes some of the general terms that may apply to of these securitiessecurities and the general matter in which these securities will be offered. Each time securities are sold, the specific terms and amounts of the securities being offered, and any other information relating to the specific offering will be set forth in a supplement offered pursuant to this prospectus, we will file a prospectus supplement and attach it to this prospectus. We also may provide investors with a free writing prospectus. The prospectus supplement or any free writing prospectus will contain more specific information about the offering and, if applicable, prices and terms of the securities. Such supplements or free writing prospectus may also add, update or change information contained in this prospectus. You should carefully read this prospectus and the applicable prospectus supplement or free writing prospectus, as well as the documents incorporated by reference herein or therein, before you invest in any of our securities. In addition, the selling stockholders to be named in a supplement to this prospectus may from time to time offer or sell one or more of the securities registered herein. To the extent that any selling stockholders resell any securities, the selling stockholders may be required to provide you with this prospectus and a prospectus supplement identifying and containing specific information about the selling stockholders and the amount and terms of the securities being offered. We will not receive any proceeds from the sale of securities by the selling stockholders. This prospectus may not be used to offer and sell these shares of our securities on unless accompanied by a continuous prospectus supplement or delayed basisa free writing prospectus. The securities may be sold at fixed prices, directlyprevailing market prices at the times of sale, prices related to the prevailing market prices and varying prices determined at the times of sale or negotiated prices. The securities offered by this prospectus and the accompanying prospectus supplement or free writing prospectus may be offered by us or the selling stockholders directly to investors or to or through agentsunderwriters, dealers or underwriters other agents. The prospectus supplement for each offering will describe in detail the plan of distribution for that offering and will set forth the names of any underwriters, dealers or agents involved in the offering and any applicable fees, commissions or discount arrangements. Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “AMC.” Each prospectus supplement will indicate whether the securities offered thereby will be listed on any securities exchange. Investing in our securities involves risks. You should carefully read and consider the risk factors included in this prospectus, in our periodic reports, in any applicable prospectus supplement relating to a specific offering of securities and in any other documents we file with the Securities and Exchange Commission (“SEC”). See the sections entitled “Risk Factors” below on page 8, in our other filings with the Securities and Exchange Commission and in the applicable prospectus supplement, if any. This prospectus is part of an automatic shelf registration statement that we filed with the SEC, as designated a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”). Under the automatic shelf registration process, we or the selling stockholders to be named in a prospectus supplement or free writing prospectus may offer and sell, from time to time, in one or through more offerings, the securities described in this prospectus. This prospectus provides you with a combination general description of these methodsour securities that we may offer. If any agentsTo the extent required by applicable law, dealers each time we or underwriters are involved in the sale of any selling stockholders sell securities, we will provide you with this prospectus and, to the applicable extent required, a prospectus supplement that will set forth their names contain more information about the specific terms of the offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. Each such prospectus supplement (and any applicable commissions related free writing prospectus that we may authorize to be provided to you), if any, may also add, update or discountschange information contained in this prospectus or in documents incorporated by reference into this prospectus. See “Plan of Distribution.” We urge you to carefully read carefully this prospectus, any applicable prospectus supplement, if any, and any related free writing prospectus, together with the information incorporated herein and therein by reference as described under the headings “Where You Can Find Additional Information; Incorporation of Documents by Reference” before buying any of the shares of our securities being offered. If there is any inconsistency between the information in this prospectus and any prospectus supplement or free writing prospectus, you should rely on the information provided in the prospectus supplement or free writing prospectus, as applicable. You should rely only on the information contained in this prospectus, and any accompanying prospectus supplement, including the information incorporated by reference herein as described under “Where You Can Find More Information; Incorporation of Documents by Reference”, and any free writing prospectus that we prepare and distribute. Neither we nor the selling stockholders or any of our their respective affiliates have authorized anyone to provide you with information other than that contained in or incorporated by reference into this prospectus, any accompanying prospectus supplement or any free writing prospectus related hereto that we may authorize to be delivered to you. If given or made, any such other information or representation should not be relied upon as having been authorized by us or any selling stockholders. We and the selling stockholders may only offer to sell, and seek offers to buy any securities in jurisdictions where offers and sales are permitted. This prospectus and any documents accompanying prospectus supplement or other offering materials do not contain all of the information included in the registration statement as permitted by the rules and regulations of the SEC. For further information, we incorporate by reference into refer you to the registration statement on Form S-3, including its exhibits. We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, therefore, file reports and other information with the SEC. Statements contained in this prospectus and any accompanying prospectus supplement before you make your investment decision. Our common stock and public warrants or other offering materials about the provisions or contents of any agreement or other document are traded on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “GOEV” and “GOEVW,” respectively. On May 18, 2022, the last reported sale price on Nasdaq of our common stock was $3.38 per share and the last reported sale price of our public warrants was $0.47 per warrant. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, of the securities covered by the applicable prospectus supplement. Our principal executive office is located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and our telephone number is (▇▇▇) ▇▇▇-▇▇▇▇. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties referenced under the heading “Risk Factors” beginning on page 5 of this prospectus as well as those contained in the applicable prospectus supplement and in the other documents that are incorporated by reference into this prospectus or the applicable prospectus supplement. ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE 3 WHERE YOU CAN FIND MORE INFORMATION 2 RISK FACTORS 5 COMPANY OVERVIEW 4 USE OF PROCEEDS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 DESCRIPTION OF OUR DEPOSITARY SHARES 17 DESCRIPTION OF OUR CAPITAL STOCK 10 DESCRIPTION OF OUR WARRANTS 30 DESCRIPTION OF OUR DEBT SECURITIES 20 PLAN OF DISTRIBUTION 35 DESCRIPTION OF OUR RIGHTS 34 EXPERTS 38 LEGAL MATTERS 37 We are responsible for the information contained and incorporated by reference in this prospectus and in any accompanying prospectus supplement we prepare or authorize. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give youonly summaries. If you are in a jurisdiction where offers to sell, SEC rules require that any agreement or solicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only be filed as of the date of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any accompanying prospectus supplement we may provide you in connection with an offering or that the information contained or incorporated by reference is correct as of any time subsequent exhibit to the date of such informationregistration statement, you should refer to that agreement or document for its complete contents. You should assume that the information in this prospectus or prospectus, any accompanying prospectus supplementsupplement or any other offering materials is only accurate as of the date on its respective cover, as well as the and that any information incorporated by reference in this prospectus or any accompanying prospectus supplement, is accurate only as of the date of the documents containing the informationdocument incorporated by reference, unless the information specifically indicates that another date appliesotherwise indicated. Our business, financial condition, results of operations and prospects may have changed since those datessuch date.

EXPERTS. The Ernst & Young LLP, independent registered public accounting firm, has audited our financial statements of Canoo Inc. as of December 31, 2021 and 2020, and included in our Annual Report on Form 10-K for each of the two years in the period year ended December 31, 20212022, as set forth in their report, which is incorporated by reference in this prospectus supplement and elsewhere in the accompanying prospectus, and the effectiveness of Canoo Inc.’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reportsregistration statement. Such Our financial statements are incorporated by reference in reliance upon the reports of such firm on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing. From time to time, we may offer up to $300.0 million aggregate dollar amount of shares of our common stock or preferred stock, debt securities, warrants to purchase our common stock, preferred stock or debt securities, subscription rights to purchase our common stock, preferred stock or debt securities and/or units consisting of some or all of these securities, in any combination, together or separately, in one or more offerings, in amounts, at prices and on the terms that we will determine at the time of the offering and which will be set forth in a prospectus supplement and any related free writing prospectus. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus. The total amount of these securities will have an initial aggregate offering price of up to $300.0 million. You should read this prospectus, the information incorporated, or deemed to be incorporated, by reference in this prospectus, and any applicable prospectus supplement and related free writing prospectus carefully before you invest. Our common stock is traded on The Nasdaq Global Market under the symbol “STRO.” On November 10, 2023 the last reported sales price for our common stock was $2.08 per share. None of the other securities we may offer are currently traded on any securities exchange. The applicable prospectus supplement and any related free writing prospectus will contain information, where applicable, as to any other listing on The Nasdaq Global Market or any securities market or exchange of the securities covered by the prospectus supplement and any related free writing prospectus. An investment in our securities involves a high degree of risk. You should carefully consider the information under the heading “Risk Factors ” beginning on page 4 of this prospectus as well as those included in any accompanying prospectus supplement and in the documents incorporated by reference in this prospectus before investing in our securities. Common stock, preferred stock, debt securities, warrants, subscription rights and/or units may be sold by us to or through underwriters or dealers, directly to purchasers or through agents designated from time to time. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus. If any underwriters, dealers or agents are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of such underwriters or agents and any applicable fees, discounts or commissions, details regarding over-allotment options, if any, and the net proceeds to us will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement. ABOUT THIS PROSPECTUS 1 PROSPECTUS SUMMARY 2 RISK FACTORS 4 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 5 WHERE YOU CAN FIND MORE INFORMATION 6 INCORPORATION OF INFORMATION BY REFERENCE 7 USE OF PROCEEDS 8 PLAN OF DISTRIBUTION 9 DESCRIPTION OF CAPITAL STOCK 11 DESCRIPTION OF DEBT SECURITIES 15 DESCRIPTION OF WARRANTS 22 DESCRIPTION OF SUBSCRIPTION RIGHTS 24 DESCRIPTION OF UNITS 25 LEGAL MATTERS 26 EXPERTS 27 This prospectus is part of a registration statement on Form S-3 that we filed with the United States Securities and Exchange Commission, or the SEC, using a “shelf” registration process. Under this shelf registration process, from time to time, we may sell any combination of the securities described in this prospectus in one or more offeringsofferings up to a total dollar amount of $300.0 million. The We have provided to you in this prospectus a general description of the securities we may offer may be convertible into or exercisable or exchangeable for other securities. We may offer the securities separately or together, in separate classes or series and in amounts, at prices and on terms that will be determined at the time the securities are offered. This prospectus describes some of the general terms that may apply to these securitiesoffer. Each time we sell securities are soldunder this shelf registration process, we will provide a prospectus supplement that will contain specific information about the specific terms and amounts of the securities being offered, and any other information relating to the specific offering will be set forth in a supplement to this prospectusoffering. The prospectus supplement We may also add, update or change in the prospectus supplement any of the information contained in this prospectus. We may sell these securities on To the extent there is a continuous or delayed basis, directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. If any agents, dealers or underwriters are involved in the sale of any securities, the applicable prospectus supplement will set forth their names and any applicable commissions or discounts. See “Plan of Distribution.” We urge you to read carefully this prospectus, any accompanying prospectus supplement and any documents we incorporate by reference into this prospectus and any accompanying prospectus supplement before you make your investment decision. Our common stock and public warrants are traded on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “GOEV” and “GOEVW,” respectively. On May 18, 2022, the last reported sale price on Nasdaq of our common stock was $3.38 per share and the last reported sale price of our public warrants was $0.47 per warrant. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, of the securities covered by the applicable prospectus supplement. Our principal executive office is located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and our telephone number is (▇▇▇) ▇▇▇-▇▇▇▇. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties referenced under the heading “Risk Factors” beginning on page 5 of this prospectus as well as those contained in the applicable prospectus supplement and in the other documents that are incorporated by reference into this prospectus or the applicable prospectus supplement. ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE 3 WHERE YOU CAN FIND MORE INFORMATION 2 RISK FACTORS 5 COMPANY OVERVIEW 4 USE OF PROCEEDS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 DESCRIPTION OF OUR DEPOSITARY SHARES 17 DESCRIPTION OF OUR CAPITAL STOCK 10 DESCRIPTION OF OUR WARRANTS 30 DESCRIPTION OF OUR DEBT SECURITIES 20 PLAN OF DISTRIBUTION 35 DESCRIPTION OF OUR RIGHTS 34 EXPERTS 38 LEGAL MATTERS 37 We are responsible for conflict between the information contained and incorporated by reference in this prospectus and in any accompanying prospectus supplement we prepare or authorize. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give you. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only as of the date of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any accompanying prospectus supplement we may provide you in connection with an offering or that the information contained or incorporated by reference is correct as of any time subsequent to the date of such information. You should assume that rely on the information in this prospectus or any accompanying the prospectus supplement; provided that, as well as the information if any statement in one of these documents is inconsistent with a statement in another document having a later date—for example, a document incorporated by reference in this prospectus or any accompanying prospectus supplement—the statement in the document having the later date modifies or supersedes the earlier statement. This prospectus, together with the applicable prospectus supplements and the documents incorporated by reference into this prospectus, includes all material information relating to this offering. You should carefully read both this prospectus and any prospectus supplement together with the additional information described under the heading “Where You Can Find More Information” and “Incorporation of Information by Reference” before buying any of our securities in this offering. Neither we, nor any agent, underwriter or dealer have authorized anyone to give you any information or to make any representation other than the information and representations contained in or incorporated by reference into this prospectus or any applicable prospectus supplement. We and any agent, underwriter or dealer take no responsibility for, and can provide no assurance as to the reliability of, any other information others may give you. You may not imply from the delivery of this prospectus and any applicable prospectus supplement, nor from a sale made under this prospectus and any applicable prospectus supplement, that our affairs are unchanged since the date of this prospectus and any applicable prospectus supplement or that the information contained in any document incorporated by reference is accurate only as of any date other than the date of the documents containing document incorporated by reference, regardless of the informationtime of delivery of this prospectus and any applicable prospectus supplement or any sale of a security. This prospectus and any applicable prospectus supplement may only be used where it is legal to sell the securities. In this prospectus, unless the information specifically indicates context otherwise requires, the terms “Sutro,” the “Company,” “we,” “us,” and “our” refer to Sutro Biopharma, Inc., a Delaware corporation and its subsidiaries, taken as a whole, unless otherwise noted. “Sutro” and all product candidate names are our common law trademarks. This prospectus, also contains or incorporates by reference documents that another date appliescontain references to trademarks, trade names and service marks belonging to other entities. Our businessWe do not intend our use or display of other companies’ trade names, financial conditiontrademarks or service marks to imply a relationship with, results or endorsement or sponsorship of operations us by, these other companies. Solely for convenience, trademarks, trade names and prospects service marks referred to in this prospectus may have changed since those datesappear without the ® or TM symbols, but such references are not intended to indicate, in any way, that we or the applicable licensor will not assert, to the fullest extent under applicable law, our or its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. All trademarks, service marks and trade names included in this document are the property of their respective owners.

EXPERTS. The financial statements of Canoo Inc. as of December 31, 2021 and 2020, 2020 and for each of the two three years in the period ended December 31, 2021, 2021 incorporated by reference in this prospectus supplement and the accompanying prospectus, and the effectiveness of Canoo Inc.’s internal control over financial reporting have been audited by Deloitte & Touche so incorporated in reliance on the report of BDO USA, LLP, an independent registered public accounting firm, as stated in their reports. Such financial statements are incorporated herein by reference in reliance upon reference, given on the reports authority of such said firm given their authority as experts in accounting auditing and auditingaccounting. From time to time, we We may offer and sell any combination of the securities described identified above, and the selling securityholders may offer and sell common stock, in this prospectus each case from time to time in one or more offerings. The securities we may offer may be convertible into or exercisable or exchangeable for other This prospectus provides you with a general description of the securities. We may offer will not receive any proceeds from the securities separately or together, in separate classes or series and in amounts, at prices and on terms that will be determined at sale of our common stock by the time the securities are offered. This prospectus describes some of the general terms that may apply to these securitiesselling securityholders. Each time securities are sold, the specific terms and amounts we or any of the securities being offeredselling securityholders offer and sell securities, and any other information relating to the specific offering we or such selling securityholders will be set forth in provide a supplement to this prospectusprospectus that contains specific information about the offering and, if applicable, the selling securityholders, as well as the amounts, prices and terms of the securities. The prospectus supplement may also add, update or change information contained in this prospectusprospectus with respect to that offering. You should carefully read this prospectus and the applicable prospectus supplement before you invest in any of our securities. We may offer and sell these the securities on a continuous described in this prospectus and any prospectus supplement to or delayed basisthrough one or more underwriters, directly, through dealers and agents, dealers or underwriters as designated from time directly to timepurchasers, or through a combination of these methods. In addition, the selling securityholders may offer and sell shares of our common stock from time to time, together or separately. If any agentsunderwriters, dealers or underwriters agents are involved in the sale of any of the securities, the applicable prospectus supplement will set forth their names and any applicable commissions purchase price, fee, commission or discountsdiscount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution.” We urge you to read carefully this prospectus, any accompanying prospectus supplement and any documents we incorporate by reference into for more information. No securities may be sold without delivery of this prospectus and any accompanying the applicable prospectus supplement before you make your investment decisiondescribing the method and terms of the offering of such securities. INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORS” ON PAGE 7 OF THIS PROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES. Our common stock and public warrants are traded is listed on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “GOEVCRNX.” and “GOEVW,” respectively. On May 18August 9, 20222021, the last reported sale price on Nasdaq of our common stock was $3.38 per share and the last reported sale price of our public warrants common stock on The Nasdaq Global Select Market was $0.47 16.88 per warrant. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, of the securities covered by the applicable prospectus supplement. Our principal executive office is located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and our telephone number is (▇▇▇) ▇▇▇-▇▇▇▇. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties referenced under the heading “Risk Factors” beginning on page 5 of this prospectus as well as those contained in the applicable prospectus supplement and in the other documents that are incorporated by reference into this prospectus or the applicable prospectus supplementshare. ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE 3 WHERE YOU CAN FIND MORE INFORMATION INFORMATION; INCORPORATION BY REFERENCE 2 THE COMPANY 4 RISK FACTORS 5 COMPANY OVERVIEW 4 USE OF PROCEEDS 9 7 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 7 USE OF PROCEEDS 8 DIVIDEND POLICY 8 DESCRIPTION OF OUR DEPOSITARY SHARES 17 CAPITAL STOCK 9 DESCRIPTION OF OUR CAPITAL STOCK 10 DEBT SECURITIES 14 DESCRIPTION OF OUR WARRANTS 30 DESCRIPTION OF OUR DEBT OTHER SECURITIES 20 22 GLOBAL SECURITIES 23 SELLING SECURITYHOLDERS 27 PLAN OF DISTRIBUTION 35 DESCRIPTION OF OUR RIGHTS 34 EXPERTS 38 28 LEGAL MATTERS 37 29 EXPERTS 29 This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or the SEC, as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act of 1933, as amended, or the Securities Act, using a “shelf” registration process. By using a shelf registration statement, we may sell securities from time to time and in one or more offerings and the selling securityholders to be named in a supplement to this prospectus may, from time to time, sell shares of common stock from time to time in one or more offerings, as described in this prospectus. Each time that we or the selling securityholders offer and sell securities, we or the selling securityholders will provide a prospectus supplement to this prospectus that contains specific information about the securities being offered and sold and the specific terms of that offering. We are responsible for may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus supplement or free writing prospectus may also add, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between the information contained and incorporated by reference in this prospectus and in any accompanying the applicable prospectus supplement we prepare or authorizefree writing prospectus, you should rely on the prospectus supplement or free writing prospectus, as applicable. We Before purchasing any securities, you should carefully read both this prospectus and the applicable prospectus supplement (and any applicable free writing prospectuses), together with the additional information described under the heading “Where You Can Find More Information; Incorporation by Reference.” Neither we, nor the selling securityholders, have not authorized anyone to give provide you with any information or to make any representations other informationthan those contained in this prospectus, any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We and we the selling securityholders take no responsibility for for, and can provide no assurance as to the reliability of, any other information that others may give you. If you are We and the selling securityholders will not make an offer to sell these securities in a any jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does or sale is not extend to you. The information contained in this document speaks only as of the date of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any accompanying prospectus supplement we may provide you in connection with an offering or that the information contained or incorporated by reference is correct as of any time subsequent to the date of such informationpermitted. You should assume that the information appearing in this prospectus or and the applicable prospectus supplement to this prospectus is accurate only as of the date on its respective cover, that the information appearing in any accompanying applicable free writing prospectus supplementis accurate only as of the date of that free writing prospectus, as well as the and that any information incorporated by reference in this prospectus or any accompanying prospectus supplement, is accurate only as of the date of the documents containing the informationdocument incorporated by reference, unless the information specifically indicates that another date applieswe indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus incorporates by reference, and any prospectus supplement or free writing prospectus may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. Although we are not aware of any misstatements regarding the market and industry data presented in this prospectus and the documents incorporated herein by reference, these estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus, the applicable prospectus supplement and any applicable free writing prospectus, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. When we refer to “Crinetics,” “we,” “our,” “us” and the “Company” in this prospectus, we mean Crinetics Pharmaceuticals, Inc., unless otherwise specified. When we refer to “you,” we mean the potential holders of the applicable series of securities. We use our pending trademark, Crinetics, in this prospectus. This prospectus also includes trademarks, tradenames and service marks that are the property of other organizations. Solely for convenience, trademarks and tradenames referred to in this prospectus appear without the ® and ™ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or that the applicable owner will not assert its rights, to these trademarks and tradenames. We file reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information about issuers, such as us, who file electronically with the SEC. The address of that website is ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. Our website address is ▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇. The information on our website, however, is not, and should not be deemed to be, a part of this prospectus. This prospectus and any prospectus supplement are part of a registration statement that we filed with the SEC and do not contain all of the information in the registration statement. The full registration statement may be obtained from the SEC or us, as provided below. Forms of the indenture and other documents establishing the terms of the offered securities are or may be filed as exhibits to the registration statement or documents incorporated by reference in the registration statement. Statements in this prospectus or any prospectus supplement about these documents are summaries and each statement is qualified in all respects by reference to the document to which it refers. You should refer to the actual documents for a more complete description of the relevant matters. You may inspect a copy of the registration statement through the SEC’s website, as provided above. The SEC’s rules allow us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, and subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained in this prospectus or a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or a subsequently filed document incorporated by reference modifies or replaces that statement. We incorporate by reference our documents listed below and any future filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act,” in this prospectus, between the date of this prospectus and the termination of the offering of the securities described in this prospectus. We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed below or filed in the future, that are not deemed “filed” with the SEC, including our Compensation Committee report and performance graph or any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or related exhibits furnished pursuant to Item 9.01 of Form 8-K. This prospectus and any accompanying prospectus supplement incorporate by reference the documents set forth below that have previously been filed with the SEC: • our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 30, 2021; • our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 and June 30, 2021, filed with the SEC on May 6, 2021 and August 10, 2021, respectively; • the information specifically incorporated by reference into our Annual Report on Form 10-K from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 30, 2021; • our Current Reports on Form 8-K, filed with the SEC on January 6, 2021, February 3, 2021, February 4, 2021, April 8, 2021, June 23, 2021, June 28, 2021, July 29, 2021 and August 10, 2021; and • the description of our common stock contained in our registration statement on Form 8-A, filed with the SEC on July 12, 2018 and any amendment or report filed with the SEC for the purpose of updating the description. All reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering, but excluding any information furnished to, rather than filed with, the SEC, will also be incorporated by reference into this prospectus and deemed to be part of this prospectus from the date of the filing of such reports and documents. You may request a free copy of any of the documents incorporated by reference in this prospectus (other than exhibits, unless they are specifically incorporated by reference in the documents) by writing or telephoning us at the following address: Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus or any accompanying prospectus supplement.

EXPERTS. The consolidated financial statements of Canoo Inc. as of December 31, 2021 and 2020, and incorporated in this prospectus by reference from the Company’s Annual Report on Form 10-K for each of the two years in the period year ended December 31, 20212019, incorporated by reference in this prospectus supplement and the accompanying prospectus, and the effectiveness of Canoo Inc.’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reportsreport, which is incorporated herein by reference. Such consolidated financial statements are have been so incorporated by reference in reliance upon the reports report of such firm given upon their authority as experts in accounting and auditing. From time to time, we may offer up to $150,000,000 aggregate dollar amount of shares of our common stock or preferred stock, debt securities, warrants to purchase our common stock, preferred stock or debt securities, subscription rights to purchase our common stock, preferred stock or debt securities and/or units consisting of some or all of these securities, in any combination, together or separately, in one or more offerings, in amounts, at prices and on the terms that we will determine at the time of the offering and which will be set forth in a prospectus supplement and any related free writing prospectus. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus. The total amount of these securities will have an initial aggregate offering price of up to $150,000,000. You should read this prospectus, the information incorporated, or deemed to be incorporated, by reference in this prospectus, and any applicable prospectus supplement and related free writing prospectus carefully before you invest. Our common stock is traded on The Nasdaq Global Market under the symbol “SRRA.” On August 5, 2020 the last reported sales price for our common stock was $11.75 per share. None of the other securities we may offer are currently traded on any securities exchange. The applicable prospectus supplement and any related free writing prospectus will contain information, where applicable, as to any other listing on The Nasdaq Global Market or any securities market or exchange of the securities covered by the prospectus supplement and any related free writing prospectus. Under the registration statement to which this prospectus forms a part, we may not sell our securities in a primary offering with a value exceeding one-third of our public float in any 12-month period (unless our public float rises to $75.0 million or more). The aggregate market value of our outstanding common stock held by non-affiliates, or public float, was approximately $71.0 million, based on 10,395,732 shares of outstanding common stock, of which approximately 5,755,745 shares were held by affiliates, and a price of $15.31 per share, which was the last reported sale price of our common stock on The NASDAQ Global Market on June 18, 2020. We have not offered any securities pursuant to General Instruction I.B.6. of Form S-3 in the prior 12-month period that ends on and includes the date of this prospectus, other than $20,000,000 of our common stock that may be issued and sold under an open market sale agreement dated August 6, 2020 with ▇▇▇▇▇▇▇▇▇ LLC, which is being registered concurrently herewith. An investment in our securities involves a high degree of risk. You should carefully consider the information under the heading “Risk Factors” beginning on page 4 of this prospectus before investing in our securities. Common stock, preferred stock, debt securities, warrants, subscription rights and/or units may be sold by us to or through underwriters or dealers, directly to purchasers or through agents designated from time to time. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus. If any underwriters, dealers or agents are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of such underwriters or agents and any applicable fees, discounts or commissions, details regarding over-allotment options, if any, and the net proceeds to us will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement. The date of this prospectus is August 13, 2020 TABLE OF CONTENTS ABOUT THIS PROSPECTUS PAGE 1 PROSPECTUS SUMMARY 2 RISK FACTORS 4 FORWARD-LOOKING STATEMENTS 5 WHERE YOU CAN FIND MORE INFORMATION 6 INCORPORATION OF INFORMATION BY REFERENCE 7 USE OF PROCEEDS 8 PLAN OF DISTRIBUTION 9 DESCRIPTION OF CAPITAL STOCK 11 DESCRIPTION OF DEBT SECURITIES 14 DESCRIPTION OF WARRANTS 20 DESCRIPTION OF SUBSCRIPTION RIGHTS 22 DESCRIPTION OF UNITS 23 LEGAL MATTERS 25 EXPERTS 25 This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC, using a “shelf” registration process. Under this shelf registration process, from time to time, we may sell any combination of the securities described in this prospectus in one or more offerings, up to a total dollar amount of $150,000,000, subject to any applicable limitations of General Instruction I.B.6. The of Form S-3. We have provided to you in this prospectus a general description of the securities we may offer may be convertible into or exercisable or exchangeable for other securities. We may offer the securities separately or together, in separate classes or series and in amounts, at prices and on terms that will be determined at the time the securities are offered. This prospectus describes some of the general terms that may apply to these securitiesoffer. Each time we sell securities are soldunder this shelf registration process, we will provide a prospectus supplement that will contain specific information about the specific terms and amounts of the securities being offered, and any other information relating to the specific offering will be set forth in a supplement to this prospectusoffering. The prospectus supplement We may also add, update or change in the prospectus supplement any of the information contained in this prospectus. We may sell these securities on To the extent there is a continuous or delayed basis, directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. If any agents, dealers or underwriters are involved in the sale of any securities, the applicable prospectus supplement will set forth their names and any applicable commissions or discounts. See “Plan of Distribution.” We urge you to read carefully this prospectus, any accompanying prospectus supplement and any documents we incorporate by reference into this prospectus and any accompanying prospectus supplement before you make your investment decision. Our common stock and public warrants are traded on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “GOEV” and “GOEVW,” respectively. On May 18, 2022, the last reported sale price on Nasdaq of our common stock was $3.38 per share and the last reported sale price of our public warrants was $0.47 per warrant. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, of the securities covered by the applicable prospectus supplement. Our principal executive office is located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and our telephone number is (▇▇▇) ▇▇▇-▇▇▇▇. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties referenced under the heading “Risk Factors” beginning on page 5 of this prospectus as well as those contained in the applicable prospectus supplement and in the other documents that are incorporated by reference into this prospectus or the applicable prospectus supplement. ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE 3 WHERE YOU CAN FIND MORE INFORMATION 2 RISK FACTORS 5 COMPANY OVERVIEW 4 USE OF PROCEEDS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 DESCRIPTION OF OUR DEPOSITARY SHARES 17 DESCRIPTION OF OUR CAPITAL STOCK 10 DESCRIPTION OF OUR WARRANTS 30 DESCRIPTION OF OUR DEBT SECURITIES 20 PLAN OF DISTRIBUTION 35 DESCRIPTION OF OUR RIGHTS 34 EXPERTS 38 LEGAL MATTERS 37 We are responsible for conflict between the information contained and incorporated by reference in this prospectus and in any accompanying prospectus supplement we prepare or authorize. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give you. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only as of the date of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any accompanying prospectus supplement we may provide you in connection with an offering or that the information contained or incorporated by reference is correct as of any time subsequent to the date of such information. You should assume that rely on the information in this prospectus or any accompanying the prospectus supplement; provided that, as well as the information if any statement in one of these documents is inconsistent with a statement in another document having a later date—for example, a document incorporated by reference in this prospectus or any accompanying prospectus supplement—the statement in the document having the later date modifies or supersedes the earlier statement. You should read both this prospectus and any prospectus supplement together with additional information described under the heading “Where You Can Find More Information.” Neither we, nor any agent, underwriter or dealer have authorized anyone to give you any information or to make any representation other than the information and representations contained in or incorporated by reference into this prospectus or any applicable prospectus supplement. We and any agent, underwriter or dealer take no responsibility for, and can provide no assurance as to the reliability of, any other information others may give you. You may not imply from the delivery of this prospectus and any applicable prospectus supplement, nor from a sale made under this prospectus and any applicable prospectus supplement, that our affairs are unchanged since the date of this prospectus and any applicable prospectus supplement or that the information contained in any document incorporated by reference is accurate only as of any date other than the date of the documents containing document incorporated by reference, regardless of the information, unless time of delivery of this prospectus and any applicable prospectus supplement or any sale of a security. This prospectus and any applicable prospectus supplement may only be used where it is legal to sell the information specifically indicates that another date applies. Our business, financial condition, results of operations and prospects may have changed since those datessecurities.

EXPERTS. The consolidated financial statements of Canoo Inc. as of December 31, 2021 2019 and 20202018, and for each of the two years in the period ended December 31, 2021then ended, incorporated by reference in this prospectus supplement supplement, the accompanying base prospectus and the accompanying prospectus, and the effectiveness of Canoo Inc.’s internal control over financial reporting registration statement have been audited by Deloitte & Touche so incorporated in reliance on the report of BDO USA, LLP, an independent registered public accounting firm, as stated in their reports. Such financial statements are incorporated herein by reference in reliance upon reference, given on the reports authority of such said firm given their authority as experts in accounting auditing and auditingaccounting. From time The report contains an explanatory paragraph regarding the Company’s ability to timecontinue as a going concern. This prospectus supplement is part of a registration statement we filed with the SEC. This prospectus supplement does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus supplement and the accompanying base prospectus, we may refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. Neither we nor any agent, underwriter or dealer has authorized any person to provide you with different information. We are not making an offer and sell of these securities in any combination state where the offer is not permitted. You should not assume that the information in this prospectus supplement is accurate as of any date other than the date on the front page of this prospectus supplement, regardless of the time of delivery of this prospectus or any sale of the securities described in offered by this prospectus in one or more offerings. The securities we may offer may be convertible into or exercisable or exchangeable for other securities. We may offer the securities separately or together, in separate classes or series and in amounts, at prices and on terms that will be determined at the time the securities are offered. This prospectus describes some of the general terms that may apply to these securities. Each time securities are sold, the specific terms and amounts of the securities being offered, and any other information relating to the specific offering will be set forth in a supplement to this prospectus. The prospectus supplement may also add, update or change information contained in this prospectus. We may sell these securities on a continuous or delayed basis, directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. If any agents, dealers or underwriters are involved in the sale of any securities, the applicable prospectus supplement will set forth their names and any applicable commissions or discounts. See “Plan of Distribution.” We urge you to read carefully this prospectus, any accompanying prospectus supplement and any documents we incorporate by reference into this prospectus and any accompanying prospectus supplement before you make your investment decision. Our common stock and public warrants are traded on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “GOEV” and “GOEVW,” respectively. On May 18, 2022, the last reported sale price on Nasdaq of our common stock was $3.38 per share and the last reported sale price of our public warrants was $0.47 per warrant. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, of the securities covered by the applicable prospectus supplement. We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our principal executive office is located SEC filings are available to the public at the SEC’s website at ▇▇▇▇▇ .▇▇▇.▇▇▇▇ ▇▇▇▇▇▇. Additional information about Heat Biologics, Inc. is contained at our website, ▇▇▇▇▇▇▇▇, .▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and our telephone number is (▇▇▇) ▇▇▇-▇.▇▇▇. Investing in Information on our securities involves a high degree of risk. You should review carefully the risks and uncertainties referenced under the heading “Risk Factors” beginning on page 5 of this prospectus as well as those contained in the applicable prospectus supplement and in the other documents that are website is not incorporated by reference into this prospectus or the applicable prospectus supplement. ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE 3 WHERE YOU CAN FIND MORE INFORMATION 2 RISK FACTORS 5 COMPANY OVERVIEW 4 USE OF PROCEEDS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 DESCRIPTION OF OUR DEPOSITARY SHARES 17 DESCRIPTION OF OUR CAPITAL STOCK 10 DESCRIPTION OF OUR WARRANTS 30 DESCRIPTION OF OUR DEBT SECURITIES 20 PLAN OF DISTRIBUTION 35 DESCRIPTION OF OUR RIGHTS 34 EXPERTS 38 LEGAL MATTERS 37 We make available on our website our SEC filings as soon as reasonably practicable after those reports are responsible filed with the SEC. The following Corporate Governance documents are also posted on our website: Code of Ethics and the Charters for the information contained Audit Committee, Compensation Committee and incorporated by reference in this prospectus Nominating and in any accompanying prospectus supplement we prepare or authorize. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give you. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only as Governance Committee of the date Board of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any accompanying prospectus supplement we may provide you in connection with an offering or that the information contained or incorporated by reference is correct as of any time subsequent to the date of such information. You should assume that the information in this prospectus or any accompanying prospectus supplement, as well as the information incorporated by reference in this prospectus or any accompanying prospectus supplement, is accurate only as of the date of the documents containing the information, unless the information specifically indicates that another date applies. Our business, financial condition, results of operations and prospects may have changed since those datesDirectors.

EXPERTS. The consolidated financial statements of Canoo Global Medical REIT Inc. as of December 31, 2021 and 2020, and for each of the two years appearing in the period Global Medical REIT Inc. Annual Report (Form 10-K) for the year ended December 31, 20212017 (including schedules appearing therein), incorporated by reference in this prospectus supplement and the accompanying prospectus, and the effectiveness of Canoo Inc.’s internal control over financial reporting have been audited by Deloitte & Touche MaloneBailey, LLP, an independent registered public accounting firm, as stated set forth in their reportsreport thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the reports authority of such firm given their authority as experts in accounting and auditing. From The historical statements of revenues and certain operating expenses of the Belpre portfolio for the year ended December 31, 2017 appearing in the Global Medical REIT Inc. Current Report (Form 8-K/A) dated June 22, 2018, have been audited by ▇▇▇▇▇▇▇▇▇▇▇▇, LLP, independent registered public accounting firm, as set forth in their report thereon, included therein, and incorporated herein by reference. Such consolidated statements of revenues and certain operating expenses are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing. We may offer, issue and sell from time to time, we may offer and sell any combination of together or separately, the securities described in this prospectus in one or more offeringsprospectus, at an aggregate public offering price that will not exceed $500,000,000. The We will provide the specific terms of any securities we may offer in supplements to this prospectus. You should read this prospectus and any applicable prospectus supplement carefully before you invest. This prospectus may not be convertible into or exercisable or exchangeable for other used to offer and sell any securities unless accompanied by a prospectus supplement describing the amount of and terms of the offering of those securities. We may offer the securities separately or together, in separate classes or series and in amounts, at prices and on terms that will be determined at the time the securities are offered. This prospectus describes some of the general terms that may apply to these securities. Each time securities are sold, the specific terms and amounts of the securities being offered, and any other information relating to the specific offering will be set forth in a supplement to this prospectus. The prospectus supplement may also add, update or change information contained in this prospectus. We may sell these securities to or through one or more underwriters, dealers or agents, or directly to purchasers on a continuous or delayed basis. We reserve the sole right to accept, directlyand together with any underwriters, through dealers and agents, reserve the right to reject, in whole or in part, any proposed purchase of securities. The names of any underwriters, dealers or underwriters as designated from time to time, or through a combination of these methods. If any agents, dealers or underwriters are agents involved in the sale of any securities, the applicable prospectus supplement will set forth their names specific manner in which they may be offered and any applicable commissions or discountsdiscounts will be set forth in the prospectus supplement covering the sales of those securities. We expect to elect to be taxed as a real estate investment trust, or REIT, for federal income tax purposes commencing with our taxable year ended December 31, 2016. To assist us in complying with certain federal income tax requirements applicable to REITs, among other purposes, our charter generally limits beneficial and constructive ownership by any person to no more than 9.8% in value or in number of shares, whichever is more restrictive, of the outstanding shares of any class or series of our capital stock. In addition, our charter contains various other restrictions on the ownership and transfer of our common stock. See “Plan Description of DistributionCapital Stock — Restrictions on Ownership and Transfer.” We urge you to read carefully this prospectus, any accompanying prospectus supplement and any documents we incorporate by reference into this prospectus and any accompanying prospectus supplement before you make your investment decision. Our common stock and public warrants are traded is listed on The Nasdaq Global Select Market (“Nasdaq”) the New York Stock Exchange, or the NYSE, under the symbol “GOEVGMRE.” and “GOEVW,” respectively. On May 18, 2022, the last reported sale price on Nasdaq of our common stock was $3.38 per share and the The last reported sale price of our public warrants common stock on the NYSE on June 14, 2017 was $0.47 9.41 per warrantshare. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, We have not yet determined whether any of the other securities covered that may be offered by the applicable this prospectus will be listed on any exchange, inter-dealer quotation system or over-the-counter system. If we decide to seek a listing for any of those securities, that will be disclosed in a prospectus supplement. Incorporation by Reference of Information Filed with the SEC 1 About This Prospectus 1 Cautionary Note Regarding Forward-Looking Statements 3 Where You Can Find More Information 2 Risk Factors 6 Global Medical REIT Inc. 5 Description of Capital Stock 8 Use of Proceeds 7 Legal Ownership of Securities 24 Description of Debt Securities 13 Plan of Distribution 60 Certain Provisions of Maryland Law and of Our principal executive office Charter and Bylaws 27 Legal Matters 62 Experts 62 Unless otherwise indicated or unless the context requires otherwise, all references in this prospectus or any accompanying prospectus supplement to “we,” “our,” “us” and “our company” refer to Global Medical REIT Inc., a Maryland corporation (the “Company”), together with its consolidated subsidiaries, including: (1) Global Medical REIT L.P. (the “Operating Partnership”), a Delaware limited partnership and (2) Global Medical REIT GP LLC (the “GP”), a Delaware limited liability company that is located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, our wholly owned subsidiary and the sole general partner of our telephone number is (▇▇▇) ▇▇▇-▇▇▇▇. Investing in our securities involves a high degree of riskOperating Partnership. You should review carefully rely only on the risks and uncertainties referenced under the heading “Risk Factors” beginning on page 5 of this prospectus as well as those information contained in the applicable prospectus supplement and in the other documents that are or incorporated by reference into this prospectus or the applicable prospectus supplement. ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE 3 WHERE YOU CAN FIND MORE INFORMATION 2 RISK FACTORS 5 COMPANY OVERVIEW 4 USE OF PROCEEDS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 DESCRIPTION OF OUR DEPOSITARY SHARES 17 DESCRIPTION OF OUR CAPITAL STOCK 10 DESCRIPTION OF OUR WARRANTS 30 DESCRIPTION OF OUR DEBT SECURITIES 20 PLAN OF DISTRIBUTION 35 DESCRIPTION OF OUR RIGHTS 34 EXPERTS 38 LEGAL MATTERS 37 We are responsible for the information contained and incorporated by reference in this prospectus and in any accompanying prospectus supplement we prepare or authorizesupplement. We have not authorized anyone to give provide you any other with different information. If anyone provides you with different or inconsistent information, and we take no responsibility for any other information that others may give you. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does should not extend to you. The information contained in this document speaks only as of the date of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any accompanying prospectus supplement we may provide you in connection with an offering or that the information contained or incorporated by reference is correct as of any time subsequent to the date of such informationrely on it. You should assume that the information contained in this prospectus or and any accompanying prospectus supplement, as well as information that we have previously filed with the information U.S. Securities and Exchange Commission, or the SEC, and incorporated by reference in this prospectus or any accompanying prospectus supplementreference, is accurate only as of the date of the documents containing the information, unless the information specifically indicates that another date appliesapplicable document. Our business, financial condition, results of operations and prospects may have changed since those dates. The distribution of this prospectus and any accompanying prospectus supplement and the offering of our securities in certain jurisdictions may be restricted by law. If you possess this prospectus or any accompanying prospectus supplement, you should find out about and observe these restrictions. This prospectus and any accompanying prospectus supplement are not an offer to sell our securities and are not soliciting an offer to buy our securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. See “Plan of Distribution” in this prospectus.

EXPERTS. The consolidated financial statements of Canoo AMC Entertainment Holdings, Inc. and subsidiaries as of December 31, 2021 2019 and 20202018, and for each of the two years in the three-year period ended December 31, 2021, incorporated by reference in this prospectus supplement and the accompanying prospectus2019, and management’s assessment of the effectiveness of Canoo Inc.’s internal control over financial reporting as of December 31, 2019 have been audited incorporated by Deloitte & Touche reference herein, in reliance upon the reports of KPMG LLP, an independent registered public accounting firm, as stated in their reports. Such financial statements are incorporated by reference in reliance herein, and upon the reports authority of such said firm given their authority as experts in accounting and auditing. From The audit report covering the December 31, 2019 consolidated financial statements refers to changes in the method of accounting for leases as of January 1, 2019 due to the adoption of Accounting Standards Codification (ASC) Topic 842, Leases, and for the recognition of revenue and certain costs as of January 1, 2018 due to the adoption of ASC Topic 606, Revenue from Contracts with Customers. The consolidated financial statements of Digital Cinema Implementation Partners, LLC as of December 31, 2019 and 2018 and for each of the years in the three-year period ended December 31, 2019, incorporated in this registration statement by reference, have been so incorporated in reliance upon the report of CohnReznick LLP, independent auditors, given upon the authority of said firm as experts in accounting and auditing. AMC Entertainment Holdings, Inc. may offer and sell from time to time, we may offer and sell any combination of the securities described in this prospectus in one or more offerings. The securities we may offer may be convertible into series or exercisable or exchangeable for other securities. We may offer the securities separately or together, in separate classes or series and in amounts, at prices issuances and on terms that we will be determined determine at the time of the securities are offeredoffering, up to 30,000,000 shares of our Class A common stock, par value $0.01 (the “Class A common stock”) described in this prospectus. This prospectus describes some provides you with a general description of the general terms that may apply to these securitiessecurities offered. Each time securities are soldwe offer and sell securities, the specific terms and amounts of the securities being offered, and any other information relating to the specific offering we will be set forth in file a prospectus supplement to this prospectusprospectus that contains specific information about the offering and, if applicable, the amounts, prices and terms of the securities. The prospectus supplement Such supplements may also add, update or change information contained in this prospectus. You should carefully read this prospectus and the applicable prospectus supplement before you invest in any of our securities. This prospectus may not be used to consummate sales of securities unless accompanied by a prospectus supplement. We may offer and sell these the securities described in this prospectus and any prospectus supplement directly to our stockholders or to other purchasers or through agents on a continuous our behalf or delayed basis, directly, through agents, underwriters or dealers or underwriters as designated from time to time, or through a combination of these methods. If any agents, dealers agents or underwriters are involved in the sale of any of these securities, the applicable prospectus supplement will set forth their provide the names of the agents or underwriters and any applicable commissions fees, commission or discounts. See Our Class A common stock is listed on the New York Stock Exchange (“Plan of DistributionNYSE”) under the symbol “AMC.” On September 1, 2020, the last reported sale price of our Class A common stock on the NYSE was $6.07. Investing in our Class A common stock involves risks. You should carefully read and consider the risk factors included in this prospectus, in our periodic reports, in any applicable prospectus supplement relating to a specific offering of securities and in any other documents we file with the SEC. See the sections entitled “Risk Factors” below on page 7, in our other filings with the SEC and in the applicable prospectus supplement, if any. WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION OF DOCUMENTS BY REFERENCE 2 LEGAL MATTERS 17 PLAN OF DISTRIBUTION 15 EXPERTS 17 This prospectus is part of a Registration Statement that we filed with the SEC using a “shelf” registration process. Under this shelf registration process, we may sell up to 30,000,000 shares of our Class A common stock described in this prospectus in one or more offerings. This prospectus provides you with a general description of our Class A common stock that we may offer. To the extent required by applicable law, each time we sell securities, we will provide you with this prospectus and, to the extent required, a prospectus supplement that will contain more information about the specific terms of the offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. Each such prospectus supplement (and any related free writing prospectus that we may authorize to be provided to you), if any, may also add, update or change information contained in this prospectus or in documents incorporated by reference into this prospectus. We urge you to carefully read carefully this prospectus, any applicable prospectus supplement, if any, and any related free writing prospectus, together with the information incorporated herein and therein by reference as described under the headings “Where You Can Find Additional Information; Incorporation of Documents by Reference” before buying any of the shares of Class A common stock being offered. If there is any inconsistency between the information in this prospectus and any prospectus supplement or free writing prospectus, you should rely on the information provided in the prospectus supplement or free writing prospectus, as applicable. You should rely only on the information contained in this prospectus, and any accompanying prospectus supplement, including the information incorporated by reference herein as described under “Where You Can Find More Information; Incorporation of Documents by Reference”, and any free writing prospectus that we prepare and distribute. This prospectus and any accompanying prospectus supplement or other offering materials do not contain all of the information included in the registration statement as permitted by the rules and any documents regulations of the SEC. For further information, we incorporate by reference into refer you to the registration statement on Form S-3, including its exhibits. We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, therefore, file reports and other information with the SEC. Statements contained in this prospectus and any accompanying prospectus supplement before you make your investment decision. Our common stock and public warrants or other offering materials about the provisions or contents of any agreement or other document are traded on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “GOEV” and “GOEVW,” respectively. On May 18, 2022, the last reported sale price on Nasdaq of our common stock was $3.38 per share and the last reported sale price of our public warrants was $0.47 per warrant. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, of the securities covered by the applicable prospectus supplement. Our principal executive office is located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and our telephone number is (▇▇▇) ▇▇▇-▇▇▇▇. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties referenced under the heading “Risk Factors” beginning on page 5 of this prospectus as well as those contained in the applicable prospectus supplement and in the other documents that are incorporated by reference into this prospectus or the applicable prospectus supplement. ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE 3 WHERE YOU CAN FIND MORE INFORMATION 2 RISK FACTORS 5 COMPANY OVERVIEW 4 USE OF PROCEEDS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 DESCRIPTION OF OUR DEPOSITARY SHARES 17 DESCRIPTION OF OUR CAPITAL STOCK 10 DESCRIPTION OF OUR WARRANTS 30 DESCRIPTION OF OUR DEBT SECURITIES 20 PLAN OF DISTRIBUTION 35 DESCRIPTION OF OUR RIGHTS 34 EXPERTS 38 LEGAL MATTERS 37 We are responsible for the information contained and incorporated by reference in this prospectus and in any accompanying prospectus supplement we prepare or authorize. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give youonly summaries. If you are in a jurisdiction where offers to sell, SEC rules require that any agreement or solicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only be filed as of the date of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any accompanying prospectus supplement we may provide you in connection with an offering or that the information contained or incorporated by reference is correct as of any time subsequent exhibit to the date of such information. You registration statement, you should assume refer to that the information in this prospectus agreement or any accompanying prospectus supplement, as well as the information incorporated by reference in this prospectus or any accompanying prospectus supplement, is accurate only as of the date of the documents containing the information, unless the information specifically indicates that another date applies. Our business, financial condition, results of operations and prospects may have changed since those datesdocument for its complete contents.

EXPERTS. The consolidated financial statements of Canoo Akerna Corp. incorporated in this prospectus supplement by reference to the Annual Report on Form 10-K of Gryphon Digital Mining, Inc. as of December 31, 2021 and 2020, and for each of the two years in the period ended December 31, 20212023 and December 31, incorporated by reference in this prospectus supplement and the accompanying prospectus, and the effectiveness of Canoo Inc.’s internal control over financial reporting 2022 have been audited by Deloitte & Touche so incorporated in reliance on the report (which contains an explanatory paragraph relating to Akerna Corp.’s ability to continue as a going concern) of ▇▇▇▇▇▇ LLP, an independent registered public accounting firm, given on the authority of said firm as stated experts in their reportsauditing and accounting. Such The audited historical financial statements are of Gryphon Digital Mining, Inc. included in Gryphon Digital Mining, Inc.’s Current Report on Form 8-K dated April 1, 2024 have been so incorporated in reliance on the report of RBSM LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. This prospectus supplement and the accompanying prospectus form part of a registration statement on Form S-3 that we filed with the SEC. This prospectus supplement and the accompanying prospectus do not contain all of the information set forth in the registration statement and the exhibits to the registration statement or the documents incorporated by reference in reliance upon herein and therein. For further information with respect to us and the reports of such firm given their authority as experts in accounting and auditing. From time to timesecurities that we are offering under this prospectus supplement, we may offer refer you to the registration statement and sell any combination the exhibits and schedules filed as a part of the securities described in this prospectus in one or more offeringsregistration statement and the documents incorporated by reference herein and therein. The securities we may offer may be convertible into or exercisable or exchangeable for other securities. We may offer You should rely only on the securities separately or together, in separate classes or series and in amounts, at prices and on terms that will be determined at the time the securities are offered. This prospectus describes some of the general terms that may apply to these securities. Each time securities are sold, the specific terms and amounts of the securities being offered, and any other information relating to the specific offering will be set forth in a supplement to this prospectus. The prospectus supplement may also add, update or change information contained in this prospectusprospectus supplement or the accompanying prospectus or incorporated by reference herein or therein. We may sell have not authorized anyone else to provide you with different information. We are not making an offer of these securities on a continuous or delayed basis, directly, through agents, dealers or underwriters in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus supplement is accurate as designated from time to time, or through a combination of these methods. If any agents, dealers or underwriters are involved in the sale of any securitiesdate other than the date on the front page of this prospectus supplement, regardless of the applicable time of delivery of this prospectus supplement will set forth their names and or any applicable commissions or discounts. See “Plan of Distribution.” We urge you to read carefully this prospectus, any accompanying prospectus supplement and any documents we incorporate by reference into this prospectus and any accompanying prospectus supplement before you make your investment decision. Our common stock and public warrants are traded on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “GOEV” and “GOEVW,” respectively. On May 18, 2022, the last reported sale price on Nasdaq of our common stock was $3.38 per share and the last reported sale price of our public warrants was $0.47 per warrant. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, of the securities covered by offered hereby. We file annual, quarterly and other reports, proxy and information statements and other information with the applicable prospectus supplementSEC. Our principal executive office The SEC maintains a website that contains reports, proxy statements and other information regarding us. The address of the SEC website is located ▇▇▇.▇▇▇.▇▇▇. We maintain a website at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, .▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and our telephone number is (▇▇▇) ▇▇▇-▇▇▇▇. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties referenced under the heading “Risk Factors” beginning on page 5 of this prospectus as well as those contained in the applicable prospectus supplement and in the other documents that are incorporated by reference into this prospectus or the applicable prospectus supplement. ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE 3 WHERE YOU CAN FIND MORE INFORMATION 2 RISK FACTORS 5 COMPANY OVERVIEW 4 USE OF PROCEEDS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 DESCRIPTION OF OUR DEPOSITARY SHARES 17 DESCRIPTION OF OUR CAPITAL STOCK 10 DESCRIPTION OF OUR WARRANTS 30 DESCRIPTION OF OUR DEBT SECURITIES 20 PLAN OF DISTRIBUTION 35 DESCRIPTION OF OUR RIGHTS 34 EXPERTS 38 LEGAL MATTERS 37 We are responsible for the information contained and incorporated by reference in this prospectus and in any accompanying prospectus supplement we prepare or authorize. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give you. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you▇▇.▇▇▇. The information contained in this document speaks only as of the date of this documenton, unless the information specifically indicates or that another date applies. Neither the delivery can be accessed through, our website is not a part of this prospectus or supplement. Investors should not rely on any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change such information in deciding whether to purchase our affairs since the date of this prospectus or any accompanying prospectus supplement we may provide you in connection with an offering or that the information contained or incorporated by reference is correct as of any time subsequent to the date of such informationcommon stock. You should assume that the information We have included our website address in this prospectus or any accompanying prospectus supplement, supplement solely as well as the information incorporated by reference in this prospectus or any accompanying prospectus supplement, is accurate only as of the date of the documents containing the information, unless the information specifically indicates that another date applies. Our business, financial condition, results of operations and prospects may have changed since those datesan inactive textual reference.

EXPERTS. The financial statements of Canoo Mineralys Therapeutics, Inc. as of December 31appearing in Mineralys Therapeutics, 2021 and 2020, and Inc.’s Annual Report (Form 10-K) for each of the two years in the period year ended December 31, 20212023, incorporated by reference in this prospectus supplement and the accompanying prospectus, and the effectiveness of Canoo Inc.’s internal control over financial reporting have been audited by Deloitte ▇▇▇▇▇ & Touche ▇▇▇▇▇ LLP, an independent registered public accounting firm, as stated set forth in their reportsreport thereon included therein, and incorporated herein by reference. Such financial statements are are, and audited financial statements to be included in subsequently filed documents will be, incorporated by reference herein in reliance upon the reports report of ▇▇▇▇▇ & ▇▇▇▇▇ LLP pertaining to such financial statements given on the authority of such firm given their authority as experts in accounting and auditing. From time to time, we We may offer and sell any combination up to $500,000,000 in the aggregate of the securities described in this prospectus identified above from time to time in one or more offerings. The securities we may offer may be convertible into or exercisable or exchangeable for other securities. We may offer This prospectus provides you with a general description of the securities separately or together, and the general manner in separate classes or series and in amounts, at prices and on terms that which these securities will be determined at the time the securities are offered. This prospectus describes some of the general terms that may apply to these securities. Each time securities are soldwe offer and sell securities, the specific terms and amounts of the securities being offered, and any other information relating to the specific offering we will be set forth in provide a supplement to this prospectusprospectus that contains specific information about the offering and the amounts, prices and terms of the securities. The prospectus supplement will also describe the specific manner in which these securities will be offered and may also add, update or change information contained in this prospectusprospectus with respect to that offering. You should carefully read this prospectus and the applicable prospectus supplement before you invest in any of our securities. We may offer and sell these the securities on a continuous described in this prospectus and any prospectus supplement to or delayed basisthrough one or more underwriters, directly, through dealers and agents, dealers or underwriters as designated from time directly to timepurchasers, or through a combination of these methods. If any agentsunderwriters, dealers or underwriters agents are involved in the sale of any of the securities, the applicable prospectus supplement will set forth their names and any applicable commissions purchase price, fee, commission or discountsdiscount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution” for more information. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the offering of such securities. This prospectus also relates to the resale, from time to time, by the selling stockholders identified in this prospectus under the caption “Selling Stockholders” of up to 8,888,924 shares of our common stock, on the terms described in this prospectus or in an applicable prospectus supplement. We will not receive any proceeds from the sale of shares of common stock by the selling stockholders. The selling stockholders will bear all commissions and discounts, if any, attributable to the sale of the shares. The selling stockholders may sell the shares of our common stock offered by this prospectus from time to time on terms to be determined at the time of sale through ordinary brokerage transactions or through any other means described in this prospectus under the caption “Plan of Distribution.” We urge you The shares of common stock may be sold at fixed prices, at market prices prevailing at the time of sale, at prices related to read carefully this prospectus, any accompanying prospectus supplement and any documents we incorporate by reference into this prospectus and any accompanying prospectus supplement before you make your investment decisionprevailing market price or at negotiated prices. INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. SEE THE “RISK FACTORS” SECTION ON PAGE6 OF THIS PROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT AND IN THE DOCUMENTS INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES. Our common stock and public warrants are traded is listed on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “GOEVMLYS.” and “GOEVW,” respectively. On May 18March 15, 20222024, the last reported sale price on Nasdaq of our common stock was $3.38 per share and the last reported sale price of our public warrants common stock on Nasdaq was $0.47 12.69 per warrantshare. The applicable prospectus supplement will contain information, where applicable, as to any other listingslisting, if any, on Nasdaq or any securities market or other securities exchange of the securities covered by the applicable prospectus supplement. Our principal executive office is located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and our telephone number is (▇▇▇) ▇▇▇-▇▇▇▇. Investing in Prospective purchasers of our securities involves a high degree are urged to obtain current information as to the market prices of risk. You should review carefully the risks and uncertainties referenced under the heading “Risk Factors” beginning on page 5 of this prospectus as well as those contained in the applicable prospectus supplement and in the other documents that are incorporated by reference into this prospectus or the applicable prospectus supplementour securities, where applicable. ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE 3 PROSPECTUS SUMMARY 4 WHERE YOU CAN FIND MORE INFORMATION INFORMATION; INCORPORATION BY REFERENCE 2 RISK FACTORS 5 COMPANY OVERVIEW 4 USE OF PROCEEDS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 7 RISK FACTORS 6 SELLING STOCKHOLDERS 9 USE OF PROCEEDS 8 DESCRIPTION OF OUR DEPOSITARY SHARES 17 DEBT SECURITIES 20 DESCRIPTION OF OUR CAPITAL STOCK 10 15 DESCRIPTION OF OUR WARRANTS UNITS 30 DESCRIPTION OF OUR DEBT SECURITIES 20 WARRANTS 28 PLAN OF DISTRIBUTION 35 DESCRIPTION OF OUR RIGHTS 34 EXPERTS 38 GLOBAL SECURITIES 31 LEGAL MATTERS 37 40 EXPERTS 40 This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission (the SEC), using a “shelf” registration process. By using a shelf registration statement, we may sell securities from time to time and in one or more offerings up to a total dollar amount of $500,000,000 as described in this prospectus. In addition, this prospectus relates to the resale, from time to time, by the selling stockholders identified in this prospectus under the caption “Selling Stockholders,” of up to 8,888,924 shares of our common stock. Each time that we offer and sell securities, we will provide a prospectus supplement to this prospectus that contains specific information about the securities being offered and sold and the specific terms of that offering. We are responsible for may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus supplement or free writing prospectus may also add, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between the information contained in this prospectus and the applicable prospectus supplement or free writing prospectus, you should rely on the prospectus supplement or free writing prospectus, as applicable. Before purchasing any securities, you should carefully read both this prospectus and the applicable prospectus supplement (and any applicable free writing prospectuses), together with the additional information described under the heading “Where You Can Find More Information; Incorporation by Reference.” You should rely only on the information we have provided or incorporated by reference in this prospectus and in prospectus, any accompanying prospectus supplement we prepare or authorizeany applicable free writing prospectuses. We have not authorized anyone to give provide you with any information or to make any representations other informationthan those contained in this prospectus, and any applicable prospectus supplement or any applicable free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for for, and can provide no assurance as to the reliability of, any other information that others may give you. If you are We will not make an offer to sell these securities in a any jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does or sale is not extend to you. The information contained in this document speaks only as of the date of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any accompanying prospectus supplement we may provide you in connection with an offering or that the information contained or incorporated by reference is correct as of any time subsequent to the date of such informationpermitted. You should assume that the information appearing in this prospectus or and the applicable prospectus supplement to this prospectus is accurate only as of the date on its respective cover, that the information appearing in any accompanying applicable free writing prospectus supplementis accurate only as of the date of that free writing prospectus, as well as the and that any information incorporated by reference in this prospectus or any accompanying prospectus supplement, is accurate only as of the date of the documents containing the informationdocument incorporated by reference, unless the information specifically indicates that another date applieswe indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus incorporates by reference, and any prospectus supplement or free writing prospectus may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus, any prospectus supplement or any applicable free writing prospectus may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus, the applicable prospectus supplement and any applicable free writing prospectus, and under similar headings in other documents that are incorporated by reference into this prospectus. We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference in this prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs. Accordingly, investors should not place undue reliance on this information. When we refer to “MLYS,” “we,” “our,” “us” and the “Company” in this prospectus, we mean Mineralys Therapeutics, Inc. When we refer to “you,” we mean the potential holders of the applicable series of securities. We file reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information about issuers, such as us, who file electronically with the SEC. The address of that website is ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. Our website address is ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. The information on our website, however, is not, and should not be deemed to be, a part of this prospectus. We have included our website address as an inactive textual reference only. This prospectus and any prospectus supplement are part of a registration statement that we filed with the SEC and do not contain all of the information in the registration statement. The full registration statement may be obtained from the SEC or us, as provided below. Forms of the indenture and other documents establishing the terms of the offered securities are or may be filed as exhibits to the registration statement or may be incorporated by reference in the registration statement. Statements in this prospectus or any prospectus supplement about these documents are summaries and each statement is qualified in all respects by reference to the document to which it refers. You should refer to the actual documents for a more complete description of the relevant matters. You may inspect a copy of the registration statement through the SEC’s website, as provided above. The SEC’s rules allow us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, and subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained in this prospectus or a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or a subsequently filed document incorporated by reference modifies or replaces that statement. This prospectus and any accompanying prospectus supplement incorporate by reference the documents set forth below that have previously been filed with the SEC (other than those documents or the portions of those documents not deemed to be filed): • Our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC onMarch 21, 2024. • Our Current Reports on Form 8-K filed with the SEC onJanuary 4, 2024 and February 8, 2024. • The description of our common stock contained in our Registration Statement onForm 8-A12B, filed with the SEC on February 6, 2023, including any amendment or report filed with the SEC for the purpose of updating the description. All reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), on or after the date of the initial filing of the registration statement of which this prospectus is a part and prior to effectiveness of the registration statement, and on or after the date of this prospectus and prior to the termination of the offering under this prospectus and any prospectus supplement, will also be incorporated by reference in this prospectus and deemed to be part of this prospectus from the date of the filing of such reports and documents. We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed above or filed in the future, that are not deemed “filed” with the SEC, including any Compensation Committee report or performance graph or any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or related exhibits furnished pursuant to Item 9.01 of Form 8-K. You may request a free copy of any of the documents incorporated by reference in this prospectus by writing or telephoning us at the following address: Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus or any accompanying prospectus supplement. You may also access these documents on our website,▇▇▇▇▇://▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. The information contained on, or that can be accessed through, our website is not a part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference. You should rely only on information contained in, or incorporated by reference into, this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus or incorporated by reference in this prospectus. We are not making offers to sell the securities in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation.

EXPERTS. The consolidated financial statements of Canoo Brickell Biotech, Inc. as of December 31appearing in Brickell Biotech, 2021 and 2020, and Inc.’s Annual Report (Form 10-K) for each of the two years in the period year ended December 31, 20212019, have been audited by ▇▇▇▇▇ & Young LLP, independent registered public accounting firm, as set forth in their report thereon included therein, and incorporated herein by reference. Such financial statements are, and audited financial statements to be included in subsequently filed documents will be, incorporated herein in reliance upon the reports of ▇▇▇▇▇ & Young LLP pertaining to such financial statements (to the extent covered by reference consents filed with the Securities and Exchange Commission) given on the authority of such firm as experts in accounting and auditing. This prospectus supplement and the accompanying prospectus are part of a registration statement we filed with the SEC. This prospectus supplement and the accompanying prospectus do not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus supplement and the accompanying prospectus, we refer you to the registration statement and the effectiveness exhibits and schedules filed as a part of Canoo Inc.’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated the registration statement. You should rely only on the information contained in their reports. Such financial statements are this prospectus supplement and the accompanying prospectus or incorporated by reference in reliance upon prospectus supplement and the reports accompanying prospectus. We have not authorized anyone else to provide you with different information. We are not making an offer of such firm given their authority these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus supplement is accurate as experts in accounting and auditing. From of any date other than the date on the front page of this prospectus supplement, regardless of the time to time, we may offer and sell of delivery of this prospectus supplement or any combination sale of the securities described in offered by this prospectus in one or more offerings. The securities we may offer may be convertible into or exercisable or exchangeable for other securities. We may offer the securities separately or together, in separate classes or series and in amounts, at prices and on terms that will be determined at the time the securities are offered. This prospectus describes some of the general terms that may apply to these securities. Each time securities are sold, the specific terms and amounts of the securities being offered, and any other information relating to the specific offering will be set forth in a supplement to this prospectus. The prospectus supplement may also add, update or change information contained in this prospectus. We may sell these securities on a continuous or delayed basis, directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. If any agents, dealers or underwriters are involved in the sale of any securities, the applicable prospectus supplement will set forth their names and any applicable commissions or discounts. See “Plan of Distribution.” We urge you to read carefully this prospectus, any accompanying prospectus supplement and any documents we incorporate by reference into this prospectus and any accompanying prospectus supplement before you make your investment decision. Our common stock and public warrants are traded on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “GOEV” and “GOEVW,” respectively. On May 18, 2022, the last reported sale price on Nasdaq of our common stock was $3.38 per share and the last reported sale price of our public warrants was $0.47 per warrant. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, of the securities covered by the applicable prospectus supplement. We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our principal executive office is located SEC filings are available to the public from commercial document retrieval services and over the Internet at the SEC’s website at ▇▇▇▇▇ ://▇▇▇.▇▇▇▇ .▇▇▇. Copies of certain information filed by us with the SEC are also available on our website at ▇▇▇, ▇▇▇▇▇▇▇▇, .▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and our telephone number is (▇▇▇) ▇▇▇-▇.▇▇▇. Investing Information contained in or accessible through our securities involves website does not constitute a high degree of risk. You should review carefully the risks and uncertainties referenced under the heading “Risk Factors” beginning on page 5 part of this prospectus as well as those contained in the applicable prospectus supplement and in the other documents that are incorporated by reference into this prospectus or the applicable accompanying prospectus supplement. ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE 3 WHERE YOU CAN FIND MORE INFORMATION 2 RISK FACTORS 5 COMPANY OVERVIEW 4 USE OF PROCEEDS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 DESCRIPTION OF OUR DEPOSITARY SHARES 17 DESCRIPTION OF OUR CAPITAL STOCK 10 DESCRIPTION OF OUR WARRANTS 30 DESCRIPTION OF OUR DEBT SECURITIES 20 PLAN OF DISTRIBUTION 35 DESCRIPTION OF OUR RIGHTS 34 EXPERTS 38 LEGAL MATTERS 37 We are responsible for the information contained and is not incorporated by reference in this prospectus and in any supplement or the accompanying prospectus supplement we prepare or authorize. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give you. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only as of the date of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any accompanying prospectus supplement we may provide you in connection with an offering or that the information contained or incorporated by reference is correct as of any time subsequent to the date of such information. You should assume that the information in this prospectus or any accompanying prospectus supplement, as well as the information incorporated by reference in this prospectus or any accompanying prospectus supplement, is accurate only as of the date of the documents containing the information, unless the information specifically indicates that another date applies. Our business, financial condition, results of operations and prospects may have changed since those datesprospectus.

EXPERTS. The consolidated financial statements of Canoo Rhythm Pharmaceuticals, Inc. as of December 31appearing in Rhythm Pharmaceuticals, 2021 and 2020, and Inc.’s Annual Report (Form 10-K) for each of the two years in the period year ended December 31, 2021, incorporated by reference in this prospectus supplement and the accompanying prospectus2023, and the effectiveness of Canoo Rhythm Pharmaceuticals, Inc.’s internal control over financial reporting as of December 31, 2023 have been audited by Deloitte ▇▇▇▇▇ & Touche ▇▇▇▇▇ LLP, an independent registered public accounting firm, as stated set forth in their reportsreports thereon, included therein, and incorporated herein by reference. Such financial statements are are, and audited financial statements to be included in subsequently filed documents will be, incorporated by reference herein in reliance upon the reports of ▇▇▇▇▇ & ▇▇▇▇▇ LLP pertaining to such financial statements (to the extent covered by consents filed with the Securities and Exchange Commission) given on the authority of such firm given their authority as experts in accounting and auditing. From time to time, we We may offer and sell any combination of the securities described in this prospectus identified above from time to time in one or more offerings. The securities we may offer may be convertible into or exercisable or exchangeable for other securities. We may offer the securities separately or together, in separate classes or series and in amounts, at prices and on terms that will be determined at the time the securities are offered. This prospectus describes some provides you with a general description of the general terms that may apply to these securities. Each time securities are soldwe offer and sell securities, the specific terms and amounts of the securities being offered, and any other information relating to the specific offering we will be set forth in provide a supplement to this prospectusprospectus that contains specific information about the offering and the amounts, prices and terms of the securities. The prospectus supplement may also add, update or change information contained in this prospectusprospectus with respect to that offering. You should carefully read this prospectus and the applicable prospectus supplement before you invest in any of our securities. We may offer and sell these the securities on a continuous described in this prospectus and any prospectus supplement to or delayed basisthrough one or more underwriters, directly, through dealers and agents, dealers or underwriters as designated from time directly to timepurchasers, or through a combination of these methods. If any agentsunderwriters, dealers or underwriters agents are involved in the sale of any of the securities, the applicable prospectus supplement will set forth their names and any applicable commissions purchase price, fee, commission or discountsdiscount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution.” We urge you to read carefully this prospectus, any accompanying prospectus supplement and any documents we incorporate by reference into for more information. No securities may be sold without delivery of this prospectus and any accompanying the applicable prospectus supplement before you make your investment decisiondescribing the method and terms of the offering of such securities. INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORS” ON PAGE 4 OF THIS PROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES. Our common stock and public warrants are traded is listed on The the Nasdaq Global Select Market (“Nasdaq”) under the symbol “GOEVRYTM.” and “GOEVW,” respectively. On May 18February 27, 20222023, the last reported sale price on Nasdaq of our common stock was $3.38 per share and the last reported sale price of our public warrants common stock on the Nasdaq Global Market was $0.47 24.67 per warrant. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, of the securities covered by the applicable prospectus supplement. Our principal executive office is located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and our telephone number is (▇▇▇) ▇▇▇-▇▇▇▇. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties referenced under the heading “Risk Factors” beginning on page 5 of this prospectus as well as those contained in the applicable prospectus supplement and in the other documents that are incorporated by reference into this prospectus or the applicable prospectus supplementshare. ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE THE COMPANY 3 WHERE YOU CAN FIND MORE INFORMATION INFORMATION; INCORPORATION BY REFERENCE 2 RISK FACTORS 5 COMPANY OVERVIEW 4 USE OF PROCEEDS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 5 RISK FACTORS 4 DESCRIPTION OF OUR DEPOSITARY SHARES 17 DESCRIPTION OF OUR CAPITAL STOCK DEBT SECURITIES 10 DESCRIPTION OF OUR WARRANTS 30 CAPITAL STOCK 6 GLOBAL SECURITIES 18 DESCRIPTION OF OUR DEBT OTHER SECURITIES 20 17 LEGAL MATTERS 23 PLAN OF DISTRIBUTION 35 DESCRIPTION OF OUR RIGHTS 34 22 EXPERTS 38 LEGAL MATTERS 37 23 This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or the SEC, as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act of 1933, as amended, using a “shelf” registration process. By using a shelf registration statement, we may sell securities from time to time and in one or more offerings as described in this prospectus. Each time that we offer and sell securities, we will provide a prospectus supplement to this prospectus that contains specific information about the securities being offered and sold and the specific terms of that offering. We are responsible for may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus supplement or free writing prospectus may also add, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between the information contained and incorporated by reference in this prospectus and in any accompanying the applicable prospectus supplement we prepare or authorizefree writing prospectus, you should rely on the prospectus supplement or free writing prospectus, as applicable. Before purchasing any securities, you should carefully read both this prospectus and the applicable prospectus supplement (and any applicable free writing prospectuses), together with the additional information described under the heading “Where You Can Find More Information; Incorporation by Reference.” We have not authorized anyone to give provide you with any information or to make any representations other informationthan those contained in this prospectus, and any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for for, and can provide no assurance as to the reliability of, any other information that others may give you. If you are We will not make an offer to sell these securities in a any jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does or sale is not extend to you. The information contained in this document speaks only as of the date of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any accompanying prospectus supplement we may provide you in connection with an offering or that the information contained or incorporated by reference is correct as of any time subsequent to the date of such informationpermitted. You should assume that the information appearing in this prospectus or and the applicable prospectus supplement to this prospectus is accurate only as of the date on its respective cover, that the information appearing in any accompanying applicable free writing prospectus supplementis accurate only as of the date of that free writing prospectus, as well as the and that any information incorporated by reference in this prospectus or any accompanying prospectus supplement, is accurate only as of the date of the documents containing the informationdocument incorporated by reference, unless the information specifically indicates that another date applieswe indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus incorporates by reference, and any prospectus supplement or free writing prospectus may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus, any prospectus supplement or any applicable free writing prospectus may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus, the applicable prospectus supplement and any applicable free writing prospectus, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. When we refer to “Rhythm,” “we,” “our,” “us” and the “Company” in this prospectus, we mean Rhythm Pharmaceuticals, Inc. and its consolidated subsidiaries, unless otherwise specified. When we refer to “you,” we mean the potential holders of the applicable series of securities. We use our trademarks and our logo, in this prospectus and the documents incorporated by reference. This prospectus and the documents incorporated by reference also include trademarks, tradenames and service marks that are the property of other organizations. Solely for convenience, trademarks and tradenames referred to in this prospectus appear without the ® and ™ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or that the applicable owner will not assert its rights, to these trademarks and tradenames. We file reports, proxy statements and other information with the SEC. The SEC maintains a web site that contains reports, proxy and information statements and other information about issuers, such as us, who file electronically with the SEC. The address of that website is ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. Our web site address is ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇. The information on our web site, however, is not, and should not be deemed to be, a part of this prospectus. This prospectus and any prospectus supplement are part of a registration statement that we filed with the SEC and do not contain all of the information in the registration statement. The full registration statement may be obtained from the SEC or us, as provided below. Forms of the indenture and other documents establishing the terms of the offered securities are or may be filed as exhibits to the registration statement or documents incorporated by reference in the registration statement. Statements in this prospectus or any prospectus supplement about these documents are summaries and each statement is qualified in all respects by reference to the document to which it refers. You should refer to the actual documents for a more complete description of the relevant matters. You may inspect a copy of the registration statement through the SEC’s website, as provided above. The SEC’s rules allow us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, and subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained in this prospectus or a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or a subsequently filed document incorporated by reference modifies or replaces that statement. This prospectus and any accompanying prospectus supplement incorporate by reference the documents set forth below that have previously been filed with the SEC: • Our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 1, 2023. • The information specifically incorporated by reference into our Annual Report on Form 10-K from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 28, 2022. • The description of our Common Stock contained in our Registration Statement on Form 8-A, filed with the SEC on September 29, 2017 and any amendment or report filed with the SEC for the purpose of updating the description. All reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act” in this prospectus, prior to the termination of this offering, but excluding any information furnished to, rather than filed with, the SEC, will also be incorporated by reference into this prospectus and deemed to be part of this prospectus from the date of the filing of such reports and documents. You may request a free copy of any of the documents incorporated by reference in this prospectus by writing or telephoning us at the following address: Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus or any accompanying prospectus supplement.

EXPERTS. The consolidated financial statements of Canoo AMC Entertainment Holdings, Inc. and subsidiaries as of December 31, 2021 2019 and 20202018, and for each of the two years in the three-year period ended December 31, 2021, incorporated by reference in this prospectus supplement and the accompanying prospectus2019, and management’s assessment of the effectiveness of Canoo Inc.’s internal control over financial reporting as of December 31, 2019 have been audited incorporated by Deloitte & Touche reference herein, in reliance upon the reports of KPMG LLP, an independent registered public accounting firm, as stated in their reports. Such financial statements are incorporated by reference in reliance herein, and upon the reports authority of such said firm given their authority as experts in accounting and auditing. From The audit report covering the December 31, 2019 consolidated financial statements refers to changes in the method of accounting for leases as of January 1, 2019 due to the adoption of Accounting Standards Codification (ASC) Topic 842, Leases, and for the recognition of revenue and certain costs as of January 1, 2018 due to the adoption of ASC Topic 606, Revenue from Contracts with Customers. The consolidated financial statements of Digital Cinema Implementation Partners, LLC as of December 31, 2019 and 2018 and for each of the years in the three-year period ended December 31, 2019, incorporated in this registration statement by reference, have been so incorporated in reliance upon the report of CohnReznick LLP, independent auditors, given upon the authority of said firm as experts in accounting and auditing. AMC Entertainment Holdings, Inc. may offer and sell from time to time, we may offer and sell any combination of the securities described in this prospectus in one or more offerings. The securities we may offer may be convertible into series or exercisable or exchangeable for other securities. We may offer the securities separately or together, in separate classes or series and in amounts, at prices issuances and on terms that we will be determined determine at the time of the securities are offeredoffering, up to 50,000,000 shares of our Class A common stock, par value $0.01 (the “Class A common stock”) described in this prospectus. This prospectus describes some provides you with a general description of the general terms that may apply to these securitiessecurities offered. Each time securities are soldwe offer and sell securities, the specific terms and amounts of the securities being offered, and any other information relating to the specific offering we will be set forth in file a prospectus supplement to this prospectusprospectus that contains specific information about the offering and, if applicable, the amounts, prices and terms of the securities. The prospectus supplement Such supplements may also add, update or change information contained in this prospectus. You should carefully read this prospectus and the applicable prospectus supplement before you invest in any of our securities. This prospectus may not be used to consummate sales of securities unless accompanied by a prospectus supplement. We may offer and sell these the securities described in this prospectus and any prospectus supplement directly to our stockholders or to other purchasers or through agents on a continuous our behalf or delayed basis, directly, through agents, underwriters or dealers or underwriters as designated from time to time, or through a combination of these methods. If any agents, dealers agents or underwriters are involved in the sale of any of these securities, the applicable prospectus supplement will set forth their provide the names of the agents or underwriters and any applicable commissions fees, commission or discounts. See “Plan of Distribution.” We urge you to read carefully this prospectus, any accompanying prospectus supplement and any documents we incorporate by reference into this prospectus and any accompanying prospectus supplement before you make your investment decision. Our Class A common stock and public warrants are traded is listed on The Nasdaq Global Select Market the New York Stock Exchange (“NasdaqNYSE”) under the symbol “GOEVAMC.” and “GOEVW,” respectively. On May 18December 28, 20222020, the last reported sale price on Nasdaq of our common stock was $3.38 per share and the last reported sale price of our public warrants Class A common stock on the NYSE was $0.47 per warrant2.39. The Investing in our Class A common stock involves risks. You should carefully read and consider the risk factors included in this prospectus, in our periodic reports, in any applicable prospectus supplement will contain informationrelating to a specific offering of securities and in any other documents we file with the SEC. See the sections entitled “Risk Factors” below on page 7, where applicable, as to in our other listings, if any, of filings with the securities covered by SEC and in the applicable prospectus supplement, if any. Our principal executive office is located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and our telephone number is (▇▇▇) ▇▇▇-▇▇▇▇. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties referenced under the heading “Risk Factors” beginning on page 5 of this prospectus as well as those contained in the applicable prospectus supplement and in the other documents that are incorporated by reference into this prospectus or the applicable prospectus supplement. ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE 3 WHERE YOU CAN FIND MORE INFORMATION 2 RISK FACTORS 5 COMPANY OVERVIEW 4 USE OF PROCEEDS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 DESCRIPTION OF OUR DEPOSITARY SHARES LEGAL MATTERS 17 DESCRIPTION OF OUR CAPITAL STOCK 10 DESCRIPTION OF OUR WARRANTS 30 DESCRIPTION OF OUR DEBT SECURITIES 20 PLAN OF DISTRIBUTION 35 DESCRIPTION OF OUR RIGHTS 34 15 EXPERTS 38 LEGAL MATTERS 37 We are responsible for the information contained and incorporated by reference in this prospectus and in any accompanying prospectus supplement we prepare or authorize. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give you. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only as of the date of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any accompanying prospectus supplement we may provide you in connection with an offering or that the information contained or incorporated by reference is correct as of any time subsequent to the date of such information. You should assume that the information in this prospectus or any accompanying prospectus supplement, as well as the information incorporated by reference in this prospectus or any accompanying prospectus supplement, is accurate only as of the date of the documents containing the information, unless the information specifically indicates that another date applies. Our business, financial condition, results of operations and prospects may have changed since those dates.17

EXPERTS. The WithumSmith+Brown, PC, our independent registered public accounting firm, has audited our consolidated financial statements of Canoo Inc. as of December 31, 2021 and 2020, and included in our Annual Report on Form 10-K for each of the two years in the period year ended December 31, 20212023 as set forth in their reports, which are incorporated by reference in this prospectus supplement and elsewhere in the registration statement of which this prospectus supplement and the accompanying prospectus, and the effectiveness of Canoo Inc.’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reportsprospectus form a part. Such Our consolidated financial statements are incorporated by reference in reliance upon the reports of such firm on WithumSmith+▇▇▇▇▇, PC’s reports, given on their authority as experts in accounting and auditing. From time to time, This prospectus supplement is part of a registration statement on Form S-3 we may offer and sell any combination of filed with the securities described in this prospectus in one or more offerings. The securities we may offer may be convertible into or exercisable or exchangeable for other securities. We may offer SEC under the securities separately or together, in separate classes or series and in amounts, at prices and on terms that will be determined at the time the securities are offeredSecurities Act. This prospectus describes some supplement and the accompanying prospectus do not contain all of the general terms that may apply to these securities. Each time securities are sold, the specific terms and amounts of the securities being offered, and any other information relating to the specific offering will be set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus supplement, we refer you to the registration statement and the exhibits and schedules filed as a supplement to this prospectuspart of the registration statement. The prospectus supplement may also add, update or change You should rely only on the information contained in this prospectus. We may sell these securities on a continuous or delayed basis, directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. If any agents, dealers or underwriters are involved in the sale of any securities, the applicable prospectus supplement will set forth their names and any applicable commissions or discounts. See “Plan of Distribution.” We urge you to read carefully this prospectus, any accompanying prospectus supplement and any documents we incorporate incorporated by reference into this prospectus and any accompanying prospectus supplement before herein. Neither we nor the sales agent has authorized anyone else to provide you make your investment decisionwith different information. Our common stock and public warrants are traded on The Nasdaq Global Select Market (“Nasdaq”) under Neither we nor the symbol “GOEV” and “GOEVW,” respectively. On May 18, 2022, the last reported sale price on Nasdaq sales agent is making an offer of our common stock was $3.38 per share and shares in any state where the last reported sale price of our public warrants was $0.47 per warrantoffer is not permitted. The applicable You should not assume that the information in this prospectus supplement will contain informationis accurate as of any date other than the date on the front page of this prospectus supplement, where applicable, as to other listings, if any, regardless of the securities covered time of delivery of this prospectus supplement or any sale of the shares offered by the applicable this prospectus supplement. Our principal executive office We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including our company. The address of the SEC website is located ▇▇▇.▇▇▇.▇▇▇. We maintain a website at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, .▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and our telephone number is (▇▇▇) ▇▇▇-▇.▇▇▇. Investing Information contained in or accessible through our securities involves website does not constitute a high degree of risk. You should review carefully the risks and uncertainties referenced under the heading “Risk Factors” beginning on page 5 part of this prospectus as well as those contained in the applicable prospectus supplement and in the other documents that are is not incorporated by reference into this prospectus or the applicable prospectus supplement. ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE 3 WHERE YOU CAN FIND MORE INFORMATION 2 RISK FACTORS 5 COMPANY OVERVIEW 4 USE OF PROCEEDS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 DESCRIPTION OF OUR DEPOSITARY SHARES 17 DESCRIPTION OF OUR CAPITAL STOCK 10 DESCRIPTION OF OUR WARRANTS 30 DESCRIPTION OF OUR DEBT SECURITIES 20 PLAN OF DISTRIBUTION 35 DESCRIPTION OF OUR RIGHTS 34 EXPERTS 38 LEGAL MATTERS 37 We are responsible for the information contained and incorporated by reference in this prospectus and in any accompanying prospectus supplement we prepare or authorize. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give you. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only as of the date of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any accompanying prospectus supplement we may provide you in connection with an offering or that the information contained or incorporated by reference is correct as of any time subsequent to the date of such information. You should assume that the information in this prospectus or any accompanying prospectus supplement, as well as the information incorporated by reference in this prospectus or any accompanying prospectus supplement, is accurate only as of the date of the documents containing the information, unless the information specifically indicates that another date applies. Our business, financial condition, results of operations and prospects may have changed since those dates.

EXPERTS. The consolidated financial statements of Canoo AMC Entertainment Holdings, Inc. as of December 31incorporated by reference in AMC Entertainment Holdings, 2021 and 2020, and Inc.’s Annual Report (Form 10-K) for each of the two years in the period year ended December 31, 2021, incorporated by reference in this prospectus supplement and the accompanying prospectus2022, and the effectiveness of Canoo AMC Entertainment Holdings, Inc.’s internal control over financial reporting as of December 31, 2022 have been audited by Deloitte ▇▇▇▇▇ & Touche ▇▇▇▇▇, LLP, an independent registered public accounting firm, as stated set forth in their reports. Such financial statements are reports thereon, incorporated by reference therein, and incorporated herein by reference. Such consolidated financial statements are, and audited financial statements to be included in subsequently filed documents will be, incorporated herein in reliance upon such reports of ▇▇▇▇▇ & ▇▇▇▇▇ LLP pertaining to such financial statements and the reports effectiveness of our internal control over financial reporting as of the respective dates (to the extent covered by consents filed with the SEC) given on the authority of such firm given their authority as experts in accounting and auditing. From time to time, we We may offer and sell any combination of the securities described in this prospectus sell, from time to time in one or more offerings. The securities we may offer may be convertible into or exercisable or exchangeable for other securities. We may offer , shares of our Class A common stock, par value $0.01 (the securities separately or together“common stock”), in separate classes or series preferred stock, subscription rights, depositary shares, warrants and units, in amounts, at prices and on terms that will be determined at the time the securities are offeredof offering. This prospectus describes some of the general terms that may apply to of these securitiessecurities and the general matter in which these securities will be offered. Each time securities are sold, the specific terms and amounts of the securities being offered, and any other information relating to the specific offering will be set forth in a supplement offered pursuant to this prospectus, we will file a prospectus supplement and attach it to this prospectus. We also may provide investors with a free writing prospectus. The prospectus supplement or any free writing prospectus will contain more specific information about the offering and, if applicable, prices and terms of the securities. Such supplements or free writing prospectus may also add, update or change information contained in this prospectus. You should carefully read this prospectus and the applicable prospectus supplement or free writing prospectus, as well as the documents incorporated by reference herein or therein, before you invest in any of our securities. In addition, the selling stockholders to be named in a supplement to this prospectus may from time to time offer or sell one or more of the securities registered herein. To the extent that any selling stockholders resell any securities, the selling stockholders may be required to provide you with this prospectus and a prospectus supplement identifying and containing specific information about the selling stockholders and the amount and terms of the securities being offered. We will not receive any proceeds from the sale of securities by the selling stockholders. This prospectus may not be used to offer and sell these shares of our securities on unless accompanied by a continuous prospectus supplement or delayed basisa free writing prospectus. The securities may be sold at fixed prices, directlyprevailing market prices at the times of sale, prices related to the prevailing market prices and varying prices determined at the times of sale or negotiated prices. The securities offered by this prospectus and the accompanying prospectus supplement or free writing prospectus may be offered by us or the selling stockholders directly to investors or to or through agentsunderwriters, dealers or underwriters other agents. The prospectus supplement for each offering will describe in detail the plan of distribution for that offering and will set forth the names of any underwriters, dealers or agents involved in the offering and any applicable fees, commissions or discount arrangements. Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “AMC.” Each prospectus supplement will indicate whether the securities offered thereby will be listed on any securities exchange. ABOUT THIS PROSPECTUS 1 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 4 REFERENCE 2 RISK FACTORS 8 THE COMPANY 7 DESCRIPTION OF CAPITAL STOCK 10 USE OF PROCEEDS 9 DESCRIPTION OF DEPOSITARY SHARES 15 DESCRIPTION OF SUBSCRIPTION RIGHTS 14 DESCRIPTION OF UNITS 17 DESCRIPTION OF WARRANTS 16 PLAN OF DISTRIBUTION 19 SELLING STOCKHOLDERS 18 LEGAL MATTERS 21 EXPERTS 21 This prospectus is part of an automatic shelf registration statement that we filed with the SEC, as designated a “well- known seasoned issuer” as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”). Under the automatic shelf registration process, we or the selling stockholders to be named in a prospectus supplement or free writing prospectus may offer and sell, from time to time, in one or through more offerings, the securities described in this prospectus. This prospectus provides you with a combination general description of these methodsour securities that we may offer. If any agentsTo the extent required by applicable law, dealers each time we or underwriters are involved in the sale of any selling stockholders sell securities, we will provide you with this prospectus and, to the applicable extent required, a prospectus supplement that will set forth their names contain more information about the specific terms of the offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. Each such prospectus supplement (and any applicable commissions related free writing prospectus that we may authorize to be provided to you), if any, may also add, update or discountschange information contained in this prospectus or in documents incorporated by reference into this prospectus. See “Plan of Distribution.” We urge you to carefully read carefully this prospectus, any applicable prospectus supplement, if any, and any related free writing prospectus, together with the information incorporated herein and therein by reference as described under the headings “Where You Can Find Additional Information; Incorporation of Documents by Reference” before buying any of the shares of our securities being offered. If there is any inconsistency between the information in this prospectus and any prospectus supplement or free writing prospectus, you should rely on the information provided in the prospectus supplement or free writing prospectus, as applicable. You should rely only on the information contained in this prospectus, and any accompanying prospectus supplement, including the information incorporated by reference herein as described under “Where You Can Find More Information; Incorporation of Documents by Reference”, and any free writing prospectus that we prepare and distribute. Neither we nor the selling stockholders or any of our their respective affiliates have authorized anyone to provide you with information other than that contained in or incorporated by reference into this prospectus, any accompanying prospectus supplement or any free writing prospectus related hereto that we may authorize to be delivered to you. If given or made, any such other information or representation should not be relied upon as having been authorized by us or any selling stockholders. We and the selling stockholders may only offer to sell, and seek offers to buy any securities in jurisdictions where offers and sales are permitted. This prospectus and any documents accompanying prospectus supplement or other offering materials do not contain all of the information included in the registration statement as permitted by the rules and regulations of the SEC. For further information, we incorporate by reference into refer you to the registration statement on Form S-3, including its exhibits. We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, therefore, file reports and other information with the SEC. Statements contained in this prospectus and any accompanying prospectus supplement before you make your investment decision. Our common stock and public warrants or other offering materials about the provisions or contents of any agreement or other document are traded on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “GOEV” and “GOEVW,” respectively. On May 18, 2022, the last reported sale price on Nasdaq of our common stock was $3.38 per share and the last reported sale price of our public warrants was $0.47 per warrant. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, of the securities covered by the applicable prospectus supplement. Our principal executive office is located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and our telephone number is (▇▇▇) ▇▇▇-▇▇▇▇. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties referenced under the heading “Risk Factors” beginning on page 5 of this prospectus as well as those contained in the applicable prospectus supplement and in the other documents that are incorporated by reference into this prospectus or the applicable prospectus supplement. ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE 3 WHERE YOU CAN FIND MORE INFORMATION 2 RISK FACTORS 5 COMPANY OVERVIEW 4 USE OF PROCEEDS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 DESCRIPTION OF OUR DEPOSITARY SHARES 17 DESCRIPTION OF OUR CAPITAL STOCK 10 DESCRIPTION OF OUR WARRANTS 30 DESCRIPTION OF OUR DEBT SECURITIES 20 PLAN OF DISTRIBUTION 35 DESCRIPTION OF OUR RIGHTS 34 EXPERTS 38 LEGAL MATTERS 37 We are responsible for the information contained and incorporated by reference in this prospectus and in any accompanying prospectus supplement we prepare or authorize. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give youonly summaries. If you are in a jurisdiction where offers to sell, SEC rules require that any agreement or solicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only be filed as of the date of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any accompanying prospectus supplement we may provide you in connection with an offering or that the information contained or incorporated by reference is correct as of any time subsequent exhibit to the date of such informationregistration statement, you should refer to that agreement or document for its complete contents. You should assume that the information in this prospectus or prospectus, any accompanying prospectus supplementsupplement or any other offering materials is only accurate as of the date on its respective cover, as well as the and that any information incorporated by reference in this prospectus or any accompanying prospectus supplement, is accurate only as of the date of the documents containing the informationdocument incorporated by reference, unless the information specifically indicates that another date appliesotherwise indicated. Our business, financial condition, results of operations and prospects may have changed since those datessuch date.

EXPERTS. The financial statements of Canoo Inc. as of December 31, 2021 2023 and 20202022, and for each of the two years in the period ended December 31, 20212023, incorporated by reference in this prospectus supplement and the accompanying prospectus, and the effectiveness of Canoo Inc.’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reportsreport. Such financial statements are incorporated by reference in reliance upon the reports report of such firm given their authority as experts in accounting and auditing. From time to time, we may offer and sell any combination of the securities described in this prospectus in one or more offerings. The securities we may offer may be convertible into or exercisable or exchangeable for other securities. We may offer the securities separately or together, in separate classes or series and in amounts, at prices and on terms that will be determined at the time the securities are offered. This prospectus describes some of the general terms that may apply to these securities. Each time securities are sold, the specific terms and amounts of the securities being offered, and any other information relating to the specific offering will be set forth in a supplement to this prospectus. The prospectus supplement may also add, update or change information contained in this prospectus. We may sell these securities on a continuous or delayed basis, directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. If any agents, dealers or underwriters are involved in the sale of any securities, the applicable prospectus supplement will set forth their names and any applicable commissions or discounts. See “Plan of Distribution.” We urge you to read carefully this prospectus, any accompanying prospectus supplement and any documents we incorporate by reference into this prospectus and any accompanying prospectus supplement before you make your investment decision. Our common stock and public warrants are traded on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “GOEV” and “GOEVW,” respectively. On May 18, 2022, the last reported sale price on Nasdaq of our common stock was $3.38 per share and the last reported sale price of our public warrants was $0.47 per warrant. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, of the securities covered by the applicable prospectus supplement. Our principal executive office is located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and our telephone number is (▇▇▇) ▇▇▇-▇▇▇▇. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties referenced under the heading “Risk Factors” beginning on page 5 of this prospectus as well as those contained in the applicable prospectus supplement and in the other documents that are incorporated by reference into this prospectus or the applicable prospectus supplement. ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE 3 WHERE YOU CAN FIND MORE INFORMATION 2 RISK FACTORS 5 COMPANY OVERVIEW 4 USE OF PROCEEDS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 DESCRIPTION OF OUR DEPOSITARY SHARES 17 DESCRIPTION OF OUR CAPITAL STOCK 10 DESCRIPTION OF OUR WARRANTS 30 DESCRIPTION OF OUR DEBT SECURITIES 20 PLAN OF DISTRIBUTION 35 DESCRIPTION OF OUR RIGHTS 34 EXPERTS 38 LEGAL MATTERS 37 We are responsible for the information contained and incorporated by reference in this prospectus and in any accompanying prospectus supplement we prepare or authorize. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give you. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only as of the date of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any accompanying prospectus supplement we may provide you in connection with an offering or that the information contained or incorporated by reference is correct as of any time subsequent to the date of such information. You should assume that the information in this prospectus or any accompanying prospectus supplement, as well as the information incorporated by reference in this prospectus or any accompanying prospectus supplement, is accurate only as of the date of the documents containing the information, unless the information specifically indicates that another date applies. Our business, financial condition, results of operations and prospects may have changed since those dates.

EXPERTS. The consolidated financial statements and management's assessment of Canoo Inc. as of December 31, 2021 and 2020, and for each of the two years in the period ended December 31, 2021, incorporated by reference in this prospectus supplement and the accompanying prospectus, and the effectiveness of Canoo Inc.’s internal control over financial reporting (which is included in Management's Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 10‑K for the year ended December 31, 2013, have been audited by Deloitte & Touche so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their reports. Such financial statements are incorporated by reference in reliance upon given on the reports authority of such said firm given their authority as experts in accounting auditing and auditingaccounting. From time to timeALLETE, we Inc. may offer and sell any combination of the securities described in this prospectus in one or more offerings. The securities we may offer may be convertible into or exercisable or exchangeable for other securities. We may offer the securities separately or together, offerings from time to time in separate classes or series and in amounts, at prices and on terms that will be determined at the amounts authorized from time the securities are offeredto time. This prospectus describes some of the general terms that may apply to these securities. Each time securities are sold, the specific terms and amounts also be used by a selling securityholder of the securities being offereddescribed herein. ALLETE will provide specific terms of the securities, and any other information relating to including the specific offering will be set forth prices, in a supplement supplements to this prospectus. The prospectus supplement supplements may also add, update or change information contained in this prospectus. We may sell these securities on a continuous or delayed basis, directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. If any agents, dealers or underwriters are involved in the sale of any securities, the applicable prospectus supplement will set forth their names and any applicable commissions or discounts. See “Plan of Distribution.” We urge you to You should read carefully this prospectus, any accompanying prospectus supplement and any documents we incorporate by reference into this prospectus and any accompanying prospectus supplement supplements carefully before you make your investment decisioninvest. Our ALLETE's common stock is listed on the New York Stock Exchange and public warrants are traded on The Nasdaq Global Select Market (“Nasdaq”) trades under the symbol “GOEVALE.” and “GOEVW,” respectively. On May 18, 2022, the last reported sale price on Nasdaq of our common stock was $3.38 per share and the last reported sale price of our public warrants was $0.47 per warrant. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, of the securities covered by the applicable prospectus supplement. Our ALLETE's principal executive office is offices are located at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, and our telephone number is (▇▇▇) ▇▇▇-▇▇▇▇. Investing ALLETE may offer the securities to or through underwriters or dealers, directly to purchasers or through agents designated from time to time. This prospectus may be used in our connection with any offering of securities involves a high degree through any of riskthese methods or other methods described in supplements to this prospectus. You should review carefully The supplements to this prospectus will describe the risks and uncertainties referenced under the heading terms of any particular plan of distribution, including any underwriting arrangements. The “Risk FactorsPlan of Distribution” section beginning on page 5 12 of this prospectus also provides more information on this topic. The date of this prospectus is August 2, 2013. This prospectus is part of a registration statement that ALLETE, Inc. filed under the Securities Act of 1933 with the Securities and Exchange Commission, or SEC, using a “shelf” registration process. ALLETE, Inc. is referred to in this prospectus as well as those contained “ALLETE.” Under this shelf registration process, ALLETE may issue and sell any combination of the securities described in this prospectus in one or more offerings from time to time in amounts authorized by the board of directors of ALLETE. This prospectus provides you with a general description of the securities ALLETE may offer. Each time ALLETE sells securities, ALLETE will provide a prospectus supplement that will contain specific information about the terms of that offering. Material United States federal income tax considerations applicable to the offered securities will be discussed in the applicable prospectus supplement and in the other documents that are incorporated by reference into this prospectus or the supplement, if necessary. The applicable prospectus supplement. ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE 3 WHERE YOU CAN FIND MORE INFORMATION 2 RISK FACTORS 5 COMPANY OVERVIEW 4 USE OF PROCEEDS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 DESCRIPTION OF OUR DEPOSITARY SHARES 17 DESCRIPTION OF OUR CAPITAL STOCK 10 DESCRIPTION OF OUR WARRANTS 30 DESCRIPTION OF OUR DEBT SECURITIES 20 PLAN OF DISTRIBUTION 35 DESCRIPTION OF OUR RIGHTS 34 EXPERTS 38 LEGAL MATTERS 37 We are responsible for the information contained and incorporated by reference in this prospectus and in any accompanying prospectus supplement we prepare may also add, update or authorize. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give you. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The change information contained in this document speaks only as of the date of this document, unless the information specifically indicates that another date appliesprospectus. Neither the delivery of You should read both this prospectus or and any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any accompanying applicable prospectus supplement we may provide together with additional information described under the headings “Where You Can Find More Information” and “Incorporation by Reference.” For more detailed information about the securities, you in connection can read the exhibits to the registration statement. Those exhibits have been either filed with an offering or that the information contained registration statement or incorporated by reference is correct as of any time subsequent to earlier SEC filings listed in the date of such informationregistration statement. ALLETE files annual, quarterly and other reports and other information with the SEC. You should assume can read and copy any information filed by ALLETE with the SEC at the SEC's Public Reference Room at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. You can obtain additional information about the Public Reference Room by calling the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇. In addition, the SEC maintains a website (▇▇▇.▇▇▇.▇▇▇) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the information in SEC, including ALLETE. ALLETE also maintains a website (▇▇▇.▇▇▇▇▇▇.▇▇▇). Information contained on ALLETE's website does not constitute part of this prospectus or any accompanying prospectus supplement, as well as the information incorporated by reference in this prospectus or any accompanying prospectus supplement, is accurate only as of the date of the documents containing the information, unless the information specifically indicates that another date applies. Our business, financial condition, results of operations and prospects may have changed since those datesprospectus.