Common use of Incorporation of Documents by Reference Clause in Contracts

Incorporation of Documents by Reference. SEC rules permit us to incorporate information by reference into this prospectus and any applicable prospectus supplement. This 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reference is considered to be part of this prospectus and any applicable prospectus supplement, except for information superseded by information contained in this prospectus or the applicable prospectus supplement itself or in any subsequently filed incorporated document. This prospectus and any applicable prospectus supplement incorporate by reference the documents set forth below that we have previously filed with the SEC, other than information in such documents that is deemed to be furnished and not filed. These documents contain important information about us and our business and financial condition. Any report or information within any of the documents referenced below that is furnished, but not filed, shall not be incorporated by reference into this prospectus: • our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 1, 2022; • our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed with the SEC on May 10, 2022; and • a description of our capital stock, included as Exhibit 4.4 to the Company’s Annual Report on Form 10-K for the year ended, December 31, 2021, filed with the SEC on March 1, 2022. We also incorporate by reference any future filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding any information furnished to, rather than filed with, the SEC), including prior to the termination of the offering of the securities made by this prospectus. Information in such future filings updates and supplements the information provided in this prospectus. Any statements in any such future filings will automatically be deemed to modify and supersede any information in any document we previously filed with the SEC that is incorporated or deemed to be incorporated herein by reference to the extent that statements in the later filed document modify or replace such earlier statements. You may request a copy of these filings, at no cost, by writing or telephoning us at the following address or telephone number: Canoo Inc. 00000 Xxxxxxx Xxxxxx Torrance, California 90503 Attn: Investor Relations Department Phone: (000) 000-0000 Those copies will not include exhibits, unless the exhibits have specifically been incorporated by reference in this document or you specifically request them. COMPANY OVERVIEW We are a mobility technology company with a mission to bring electric vehicles (“EVs”) to everyone and provide connected services that improve the vehicle ownership experience. We are developing a technology platform that we believe will enable us to rapidly innovate and bring new products, addressing multiple use cases, to market faster than our competition and at lower cost. Our vehicle architecture and design philosophy are aimed at driving productivity and returning capital to our customers, and we believe the software and technology capabilities we are developing, packaged around a modular, customizable product, have the potential to fundamentally alter the value proposition across a vehicle’s lifecycle. We remain committed to the environment and to delivering sustainable mobility that is accessible to everyone. We proudly intend to manufacture our fully electric vehicles in Arkansas and Oklahoma, bringing advanced manufacturing and technology jobs to communities in America’s heartland. We are committed to building a diverse workforce that will draw heavily upon the local communities of Native Americans and veterans. On December 21, 2020, Xxxxxxxx Capital Acquisition Corp. IV (“HCAC”) consummated the previously announced merger pursuant to that certain Merger Agreement and Plan of Reorganization, dated as of August 17, 2020 (the “Merger Agreement”), by and among HCAC, HCAC IV First Merger Sub, Ltd., an exempted company incorporated with limited liability in the Cayman Islands and a direct, a wholly owned subsidiary of HCAC (“First Merger Sub”), EV Global Holdco LLC (f/k/a HCAC IV Second Merger Sub, LLC), a Delaware limited liability company and a direct, wholly owned subsidiary of HCAC (“Second Merger Sub”), and Canoo Holdings Ltd., an exempted company incorporated with limited liability in the Cayman Islands (“Legacy Canoo”). Pursuant to the terms of the Merger Agreement, a business combination between HCAC and Legacy Canoo was effected through the merger of (a) First Merger Sub with and into Legacy Canoo, with Legacy Canoo surviving as a wholly-owned subsidiary of HCAC (Legacy Canoo, in its capacity as the surviving corporation of the merger, the “Surviving Corporation”) and (b) the Surviving Corporation with and into Second Merger Sub, with Second Merger Sub being the surviving entity, which ultimately resulted in Legacy Canoo becoming a wholly-owned direct subsidiary of HCAC (all transactions collectively, the “Business Combination”). In connection with the closing of the Business Combination, HCAC changed its name to Canoo Inc. and we became a Nasdaq-listed company. Our common stock and public warrants are listed on Nasdaq under the symbol “GOEV” and “GOEVW,” respectively. Our principal executive office is located at 00000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, and our telephone number is (000) 000-0000. Our website address is xxx.xxxxx.xxx. This website address is not intended to be an active link, and information on, or accessible through, our website is not incorporated by reference into this prospectus and you should not consider any information on, or that can be accessed from, our website as part of this prospectus or any accompanying prospectus supplement.

Incorporation of Documents by Reference. The SEC rules permit allows us to ‘‘incorporate by reference’’ the information by reference into this prospectus and any applicable prospectus supplement. This we file with or furnish to the SEC, which means that we can disclose important information to you by referring you to another those documents that are considered part of the accompanying prospectus. Information that we file with or furnish to the SEC in the future and incorporate by reference will automatically update and supersede the previously filed information. See also ‘‘Incorporation of Certain Documents by Reference’’ in the accompanying prospectus for more information. All of the documents incorporated by reference are available at xxx.xxx.xxx under Alibaba Group Holding Limited, CIK number 0001577552. Each document filed separately with the SEC. The information incorporated by reference is considered to be part current only as of this prospectus the date of such document, and the incorporation by reference of such documents shall not create any applicable prospectus supplement, except for information superseded by implication that there has been no change in our affairs since the date thereof or that the information contained in this prospectus or the applicable prospectus supplement itself or in therein is current as of any subsequently filed incorporated documenttime subsequent to its date. This prospectus and any applicable prospectus supplement We incorporate by reference the documents set forth below that we have previously filed with the SEC, other than information in such documents that is deemed to be furnished and not filed. These documents contain important information about us and our business and financial condition. Any report or information within any of the documents referenced below that is furnished, but not filed, shall not be incorporated by reference into this prospectuslisted below: • our Annual Report annual report on Form 1020-K F for the fiscal year ended December March 31, 20212020, originally filed with the SEC on March 1July 9, 20222020 (File No. 001-36614) (the ‘‘2020 Form 20-F’’), as updated by our current report on Form 6-K originally furnished to the SEC on February 2, 2021 (Exhibit 99.1 and Exhibit 99.2 to the said report supersede Part I, Item 5. Operating and Financial Review and Prospects — A. Operating Results and Part III, Item 18. Financial Statements of the 2020 Form 20-F, respectively, which is incorporated by reference in the accompanying prospectus); • our Quarterly Report current report on Form 106-Q for the quarter ended March 31, 2022, filed with K originally furnished to the SEC on May 10February 2, 2022; 2021, including Exhibit 99.1 titled ‘‘Updated Part I, Item 5. Operating and • a description of our capital stockFinancial Review and Prospects — A. Operating Results, included as Exhibit 4.4 to from the Company’s Annual Report on Form 1020-K F for the year endedended March 31, December 2020, as filed with the Securities and Exchange Commission on July 9, 2020,’’ and Exhibit 99.2 titled ‘‘Updated Part III, Item 18. Financial Statements, from the Company’s Annual Report on Form 20-F for the year ended March 31, 2020, as filed with the Securities and Exchange Commission on July 9, 2020,’’ which is incorporated by reference in the accompanying prospectus; • our current report on Form 6-K originally furnished to the SEC on February 2, 2021, including Exhibit 99.1 titled ‘‘Operating and Financial Review and Prospects for the six months ended September 30, 2020’’ and Exhibit 99.2 titled ‘‘Unaudited Condensed Consolidated Financial Statements for the six months ended September 30, 2019 and 2020,’’ which is incorporated by reference in the accompanying prospectus; • our current report on Form 6-K originally furnished to the SEC on February 2, 2021, including Exhibit 99.1 titled ‘‘Updated Information Relating to Alibaba Group’’ and Exhibit 99.2 titled ‘‘Updated Risk Factors,’’ that is identified as being incorporated herein is incorporated by reference herein; • any future annual reports on Form 20-F filed with the SEC on March 1, 2022. We also incorporate by reference any future filings made by us with after the SEC under Sections 13(a), 13(c), 14 or 15(d) date of the Exchange Act (excluding any information furnished to, rather than filed with, the SEC), including this prospectus supplement and prior to the termination of the offering of the securities offered by this prospectus supplement; and • any future current reports on Form 6-K that we furnish to the SEC after the date of this prospectus supplement that are identified in such reports as being incorporated by reference in this prospectus supplement. As you read the documents incorporated by reference, you may find inconsistencies in information from one document to another. If you find inconsistencies, you should rely on the statements made in the most recent document. Copies of all documents incorporated by reference in this prospectus supplement and the accompanying prospectus, other than exhibits to those documents unless such exhibits are specially incorporated by reference in this prospectus supplement and the accompanying prospectus, will be provided at no cost to each person, including any beneficial owner of the Notes, to whom a copy of this prospectus supplement is delivered, on the written or oral request of that person made to: Alibaba Group Holding Limited 26/F Tower One, Times Square 0 Xxxxxxxx Xxxxxx Causeway Bay Hong Kong Telephone: +000 0000-0000 Fax: +000 0000-0000 PROSPECTUS Alibaba Group Holding Limited Debt Securities We may offer and sell debt securities from time to time. We will provide the specific terms of any offering and the offered securities in one or more supplements to this prospectus. Information in such future filings updates and supplements the Any prospectus supplement may also add, update or change information provided contained in this prospectus. Any statements in any such future filings will automatically be deemed to modify You should carefully read this prospectus and supersede any information in any document we previously filed with the SEC that is applicable prospectus supplement as well as the documents incorporated or deemed to be incorporated herein by reference to the extent that statements in the later filed document modify or replace such earlier statements. You may request a copy of these filings, at no cost, by writing or telephoning us at the following address or telephone number: Canoo Inc. 00000 Xxxxxxx Xxxxxx Torrance, California 90503 Attn: Investor Relations Department Phone: (000) 000-0000 Those copies will not include exhibits, unless the exhibits have specifically been incorporated by reference in this document prospectus before you purchase any of the securities offered hereby. These securities may be offered and sold in the same offering or you specifically request them. COMPANY OVERVIEW We are a mobility technology company with a mission in separate offerings; to bring electric vehicles (“EVs”) to everyone and provide connected services that improve the vehicle ownership experience. We are developing a technology platform that we believe will enable us to rapidly innovate and bring new productsor through underwriters, addressing multiple use cases, to market faster than our competition and at lower cost. Our vehicle architecture and design philosophy are aimed at driving productivity and returning capital to our customersdealers, and we believe agents; or directly to purchasers. The names of any underwriters, dealers, or agents involved in the software sale of our securities, their compensation and technology capabilities we are developingany overallotment options held by them will be described in the applicable prospectus supplement. For a more complete description of the plan of distribution of these securities, packaged around a modular, customizable product, have see the potential to fundamentally alter the value proposition across a vehicle’s lifecycle. We remain committed to the environment and to delivering sustainable mobility that is accessible to everyone. We proudly intend to manufacture our fully electric vehicles in Arkansas and Oklahoma, bringing advanced manufacturing and technology jobs to communities in America’s heartland. We are committed to building a diverse workforce that will draw heavily upon the local communities of Native Americans and veterans. On December 21, 2020, Xxxxxxxx Capital Acquisition Corp. IV (“HCAC”) consummated the previously announced merger pursuant to that certain Merger Agreement and section entitled ‘‘Plan of Reorganization, dated as Distribution’’ beginning on page 26 of August 17, 2020 (this prospectus. Investing in our securities involves certain risks. You should carefully consider the “Merger Agreement”), by risks described in ‘‘Risk Factors’’ in this prospectus and among HCAC, HCAC IV First Merger Sub, Ltd., an exempted company incorporated with limited liability in the Cayman Islands and a direct, a wholly owned subsidiary of HCAC (“First Merger Sub”), EV Global Holdco LLC (f/k/a HCAC IV Second Merger Sub, LLC), a Delaware limited liability company and a direct, wholly owned subsidiary of HCAC (“Second Merger Sub”), and Canoo Holdings Ltd., an exempted company incorporated with limited liability in the Cayman Islands (“Legacy Canoo”). Pursuant to the terms of the Merger Agreement, a business combination between HCAC and Legacy Canoo was effected through the merger of (a) First Merger Sub with and into Legacy Canoo, with Legacy Canoo surviving as a wholly-owned subsidiary of HCAC (Legacy Canoo, in its capacity as the surviving corporation of the merger, the “Surviving Corporation”) and (b) the Surviving Corporation with and into Second Merger Sub, with Second Merger Sub being the surviving entity, which ultimately resulted in Legacy Canoo becoming a wholly-owned direct subsidiary of HCAC (all transactions collectively, the “Business Combination”). In connection with the closing of the Business Combination, HCAC changed its name to Canoo Inc. and we became a Nasdaq-listed company. Our common stock and public warrants are listed on Nasdaq under the symbol “GOEV” and “GOEVW,” respectively. Our principal executive office is located at 00000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, and our telephone number is (000) 000-0000. Our website address is xxx.xxxxx.xxx. This website address is not intended to be an active link, and information on, any prospectus supplement or accessible through, our website is not any document incorporated by reference into this prospectus. This prospectus may not be used to offer or sell any securities unless accompanied by a prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. TABLE OF CONTENTS Page ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 OUR COMPANY 3 RISK FACTORS 4 USE OF PROCEEDS 5 DESCRIPTION OF THE DEBT SECURITIES 6 LEGAL OWNERSHIP OF DEBT SECURITIES 21 ENFORCEABILITY OF CIVIL LIABILITIES 23 TAXATION 25 PLAN OF DISTRIBUTION 26 LEGAL MATTERS 28 EXPERTS 29 WHERE YOU CAN FIND MORE INFORMATION ABOUT US 30 INCORPORATION OF DOCUMENTS BY REFERENCE 31 ABOUT THIS PROSPECTUS This prospectus is part of an automatic shelf registration statement that we filed with the 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. By using an automatic shelf registration statement, we may, at any time and from time to time, offer and sell the debt securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the debt securities we may offer. Each time we use this prospectus to offer debt securities, we will provide one or more prospectus supplements that will contain specific information about the offering and the terms of those debt securities. We may also add, update or change information contained in this prospectus by means of a prospectus supplement or by incorporating by reference information that we file or furnish to the SEC. As allowed by the SEC rules, this prospectus and any accompanying prospectus supplement do not contain all of the information included in the registration statement. For further information, we refer you should not consider any information onto the registration statement, or that can be accessed from, our website as part of including its exhibits. Statements contained in this prospectus or any prospectus supplement about the provisions or contents of any agreement or other document are not necessarily complete. If the SEC’s rules and regulations require that an agreement or document be filed as an exhibit to the registration statement, please see that agreement or document for a complete description of these matters. We are not making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. You should carefully read this document and any applicable prospectus supplement and the related exhibits to the registration statement filed with the SEC. You should also read the documents we have referred you to under ‘‘Where You Can Find More Information About Us’’ and ‘‘Incorporation of Documents by Reference’’ below for information on our company, the risks we face and our financial statements. The registration statement and exhibits can be read at the SEC’s website or at the SEC as described under ‘‘Where You Can Find More Information About Us.’’ Unless otherwise indicated or unless the context otherwise requires, references in this prospectus to: • ‘‘Ant Group’’ are to Ant Group Co., Ltd. (formerly known as Ant Financial), a company organized under the laws of the PRC on October 19, 2000 and, as context requires, its consolidated subsidiaries; we hold 33% of the equity interest in Ant Group; • ‘‘China’’ and the ‘‘PRC’’ are to the People’s Republic of China; • ‘‘Hong Kong Stock Exchange’’ are to The Stock Exchange of Hong Kong Limited; • ‘‘NYSE’’ are to the New York Stock Exchange; • ‘‘variable interest entities’’ are to our variable interest entities that are 100% owned by PRC citizens or by PRC entities owned by PRC citizens, where applicable, that hold the Internet content provider licenses, or ICP licenses, or other business operation licenses or approvals, and generally operate the various websites for our Internet businesses or other businesses in which foreign investment is restricted or prohibited, and are consolidated into our consolidated financial statements in accordance with U.S. GAAP as if they were our wholly-owned subsidiaries; • ‘‘we,’’ ‘‘us,’’ ‘‘our company’’ and ‘‘our’’ are to Alibaba Group Holding Limited and its consolidated subsidiaries and its affiliated consolidated entities, including its variable interest entities and their subsidiaries; and • ‘‘US$,’’ ‘‘dollars’’ and ‘‘U.S. dollars’’ are to the legal currency of the United States. All discrepancies in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due to rounding. References in any prospectus supplement to ‘‘the accompanying prospectus’’ are to this prospectus supplementand to ‘‘the prospectus’’ are to this prospectus and the applicable prospectus supplement taken together.

Incorporation of Documents by Reference. The SEC rules permit allows us to “incorporate information by reference reference” into this prospectus and any applicable prospectus supplement. This supplement the information we file with the SEC, which means that we can disclose important information to you by referring you to another document filed separately with the SECthose documents. The information incorporated by reference is considered to be part of this prospectus supplement. Information that we file later with the SEC will automatically update and any applicable prospectus supplement, except for supersede information superseded by information contained in this prospectus or supplement. In all cases, you should rely on the applicable later information over different information included in this prospectus supplement itself or in any subsequently supplement. The following documents have been filed incorporated document. This prospectus and any applicable prospectus supplement incorporate by reference the documents set forth below that we have previously filed us with the SEC, other than information in such documents that is deemed to be furnished SEC and not filed. These documents contain important information about us and our business and financial condition. Any report or information within any of the documents referenced below that is furnished, but not filed, shall not be are incorporated by reference into this prospectusprospectus supplement: • our Annual Report on Form 10-K for the year ended December endedDecember 31, 2021, filed with the SEC on March 1, 2022; • our Quarterly Report Reports on Form 10-Q for the quarter ended June 30, 2022, filed with the SEC on August 8, 2022, and for the quarter ended March 31, 2022, filed with the SEC on May 10, 2022; • our Current Reports on Form 8-K, filed with the SEC on July 21, 2022, July 13, 2022, July 13, 2022 and May 16, 2022; and • a the description of our capital stock, included as Exhibit 4.4 to the Company’s Annual Report on Form 10-K for the year ended, December 31, 2021, filed with the SEC on March 1, 2022. We also incorporate by reference any future filings made by us All reports and other documents that we subsequently file with the SEC (other than any portion of such filings that are furnished under Sections applicable SEC rules rather than filed) pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus supplement and before the later of (excluding any information furnished to, rather than filed with, 1) the SEC), including prior to the termination completion of the offering of our common stock pursuant to this prospectus supplement and (2) the securities made by date we stop offering our common stock pursuant to this prospectus. Information in such future filings updates and supplements the information provided in this prospectus. Any statements in any such future filings prospectus supplement, will automatically be deemed to modify be incorporated by reference into this prospectus supplement and supersede any to be part of this prospectus supplement from the date of filing of such reports and documents. The information contained on our website (xxx.xxxxx.xxx) is not incorporated into this prospectus supplement. You should not assume that the information in this prospectus supplement or any document we previously filed with incorporated by reference is accurate as of any date other than the SEC that is date of the applicable document. Any statement contained in a document incorporated or deemed to be incorporated herein by reference into this prospectus supplement will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that statements a statement contained in the later this prospectus supplement or any other subsequently filed document modify that is deemed to be incorporated by reference into this prospectus supplement modifies or replace such earlier statementssupersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement You may request a copy of these filings, any or all documents referred to above that have been or may be incorporated by reference into this prospectus supplement (excluding certain exhibits to the documents) at no cost, by writing or telephoning calling us at the following address or telephone number: Canoo Inc. 00000 Xxxxxxx Xxxxxx Torrance, California 90503 Attn: Investor Relations Department Phone: (000) 000-0000 Those copies will not include exhibits, unless the exhibits have specifically been incorporated by reference in this document or you specifically request them. COMPANY OVERVIEW We are a mobility technology company with a mission to bring electric vehicles (“EVs”) to everyone and provide connected services that improve the vehicle ownership experience. We are developing a technology platform that we believe will enable us to rapidly innovate and bring new products, addressing multiple use cases, to market faster than our competition and at lower cost. Our vehicle architecture and design philosophy are aimed at driving productivity and returning capital to our customers, and we believe the software and technology capabilities we are developing, packaged around a modular, customizable product, have the potential to fundamentally alter the value proposition across a vehicle’s lifecycle. We remain committed to the environment and to delivering sustainable mobility that is accessible to everyone. We proudly intend to manufacture our fully electric vehicles in Arkansas and Oklahoma, bringing advanced manufacturing and technology jobs to communities in America’s heartland. We are committed to building a diverse workforce that will draw heavily upon the local communities of Native Americans and veterans. On December 21, 2020, Xxxxxxxx Capital Acquisition Corp. IV (“HCAC”) consummated the previously announced merger pursuant to that certain Merger Agreement and Plan of Reorganization, dated as of August 17, 2020 (the “Merger Agreement”), by and among HCAC, HCAC IV First Merger Sub, Ltd., an exempted company incorporated with limited liability in the Cayman Islands and a direct, a wholly owned subsidiary of HCAC (“First Merger Sub”), EV Global Holdco LLC (f/k/a HCAC IV Second Merger Sub, LLC), a Delaware limited liability company and a direct, wholly owned subsidiary of HCAC (“Second Merger Sub”), and Canoo Holdings Ltd., an exempted company incorporated with limited liability in the Cayman Islands (“Legacy Canoo”). Pursuant to the terms of the Merger Agreement, a business combination between HCAC and Legacy Canoo was effected through the merger of (a) First Merger Sub with and into Legacy Canoo, with Legacy Canoo surviving as a wholly-owned subsidiary of HCAC (Legacy Canoo, in its capacity as the surviving corporation of the merger, the “Surviving Corporation”) and (b) the Surviving Corporation with and into Second Merger Sub, with Second Merger Sub being the surviving entity, which ultimately resulted in Legacy Canoo becoming a wholly-owned direct subsidiary of HCAC (all transactions collectively, the “Business Combination”). In connection with the closing of the Business Combination, HCAC changed its name to Canoo Inc. and we became a Nasdaq-listed company. Our common stock and public warrants are listed on Nasdaq under the symbol “GOEV” and “GOEVW,” respectively. Our principal executive office is located at 00000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, and our telephone number is (000) 000-0000. Our website address is xxx.xxxxx.xxx. This website address is not intended to be an active link, and information on, or accessible through, our website is not incorporated by reference into this prospectus and you should not consider any information on, or that can be accessed from, our website as part of this prospectus or any accompanying prospectus supplement.

Incorporation of Documents by Reference. The SEC rules permit allows us to “incorporate by reference” information that we file with them. Incorporation by reference into this prospectus and any applicable prospectus supplement. This means that we can allows us to disclose important information to you by referring you to another document filed separately with the SECthose other documents. The information incorporated by reference is considered to be an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We filed a registration statement on Form S-3 under the Securities Act with the SEC with respect to the securities we may offer pursuant to this prospectus. This prospectus and any applicable prospectus supplement, except for information superseded by omits certain information contained in this prospectus or the applicable prospectus supplement itself or in any subsequently filed incorporated document. This prospectus and any applicable prospectus supplement incorporate registration statement, as permitted by reference the documents set forth below that we have previously filed with the SEC. You should refer to the registration statement, other than information in such documents that is deemed to be furnished and not filed. These documents contain important including the exhibits, for further information about us and our business and financial conditionthe securities we may offer pursuant to this prospectus. Any report Statements in this prospectus regarding the provisions of certain documents filed with, or information within any of the documents referenced below that is furnished, but not filed, shall not be incorporated by reference into this prospectusin, the registration statement are not necessarily complete and each statement is qualified in all respects by that reference. Copies of all or any part of the registration statement, including the documents incorporated by reference or the exhibits, are available at the SEC’s web site at xxxx://xxx.xxx.xxx. The documents we are incorporating by reference are: • our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, 2021 that we filed with the SEC on March 1, 2022; • our Quarterly Report Reports on Form 10-Q for the quarter quarters ended March 31, 20222022 and June 30, 2022 that we filed with the SEC on May 1016, 2022 and August 15, 2022, respectively; and • a description the portions of our capital stock, included as Exhibit 4.4 to the Company’s Annual Report definitive proxy statement on Form 10-K for the year ended, December 31, 2021, Schedule 14A that we filed with the SEC on March 1April 21, 2022. We also incorporate by reference any future filings made by us 2022 that are deemed “filed” with the SEC under the Exchange Act; • our Current Reports on Form 8-K that we filed with the SEC on January 5, 2022 (as amended by the Form 8-K/A that we filed with the SEC on January 5, 2022), June 17, 2022, July 29, 2022 and August 10, 2022 (in each case, except for the information furnished under Items 2.02 or 7.01 and the exhibits furnished thereto); • the description of our common stock contained in our Registration Statement on Form 8-A filed with the SEC on May 8, 2007, including any amendment or report filed for the purpose of updating such description; and • all reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 or and 15(d) of the Exchange Act (excluding any information furnished to, rather than filed with, after the SEC), including date of this prospectus and prior to the termination or completion of the offering of securities under this prospectus shall be deemed to be incorporated by reference in this prospectus and to be a part hereof from the securities made date of filing such reports and other documents. The SEC file number for each of the documents listed above is 001-33451. In addition, all reports and other documents filed by us pursuant to the Exchange Act after the date of the registration statement of which this prospectus. Information in such future filings updates prospectus is a part and supplements prior to effectiveness of the information provided in registration statement shall be deemed to be incorporated by reference into this prospectus. Any statements statement contained in any such future filings will automatically be deemed to modify and supersede any information this prospectus or in any a document we previously filed with the SEC that is incorporated or deemed to be incorporated herein by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that statements a statement contained in the later this prospectus or any other subsequently filed document modify that is deemed to be incorporated by reference into this prospectus modifies or replace such earlier statementssupersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You may request request, orally or in writing, a copy of these filings, any or all of the documents incorporated herein by reference. These documents will be provided to you at no cost, by writing or telephoning us at the following address or telephone numbercontacting: Canoo Albireo Pharma, Inc. 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 Xxxxxxx Xxxxxx Torrance, California 90503 Attn: Investor Relations Department Phone: (000) 000-0000 Those copies will not include exhibitsYou may also access these documents on our website, unless the exhibits have specifically been incorporated by reference in this document or you specifically request themxxxx://xxx.xxxxxxxxxxxxx.xxx. COMPANY OVERVIEW We are a mobility technology company with a mission to bring electric vehicles (“EVs”) to everyone and provide connected services that improve the vehicle ownership experience. We are developing a technology platform that we believe will enable us to rapidly innovate and bring new products, addressing multiple use cases, to market faster than our competition and at lower cost. Our vehicle architecture and design philosophy are aimed at driving productivity and returning capital to our customers, and we believe the software and technology capabilities we are developing, packaged around a modular, customizable product, have the potential to fundamentally alter the value proposition across a vehicle’s lifecycle. We remain committed to the environment and to delivering sustainable mobility that is accessible to everyone. We proudly intend to manufacture our fully electric vehicles in Arkansas and Oklahoma, bringing advanced manufacturing and technology jobs to communities in America’s heartland. We are committed to building a diverse workforce that will draw heavily upon the local communities of Native Americans and veterans. On December 21, 2020, Xxxxxxxx Capital Acquisition Corp. IV (“HCAC”) consummated the previously announced merger pursuant to that certain Merger Agreement and Plan of Reorganization, dated as of August 17, 2020 (the “Merger Agreement”), by and among HCAC, HCAC IV First Merger Sub, Ltd., an exempted company incorporated with limited liability in the Cayman Islands and a direct, a wholly owned subsidiary of HCAC (“First Merger Sub”), EV Global Holdco LLC (f/k/a HCAC IV Second Merger Sub, LLC), a Delaware limited liability company and a direct, wholly owned subsidiary of HCAC (“Second Merger Sub”), and Canoo Holdings Ltd., an exempted company incorporated with limited liability in the Cayman Islands (“Legacy Canoo”). Pursuant to the terms of the Merger Agreement, a business combination between HCAC and Legacy Canoo was effected through the merger of (a) First Merger Sub with and into Legacy Canoo, with Legacy Canoo surviving as a wholly-owned subsidiary of HCAC (Legacy Canoo, in its capacity as the surviving corporation of the merger, the “Surviving Corporation”) and (b) the Surviving Corporation with and into Second Merger Sub, with Second Merger Sub being the surviving entity, which ultimately resulted in Legacy Canoo becoming a wholly-owned direct subsidiary of HCAC (all transactions collectively, the “Business Combination”). In connection with the closing of the Business Combination, HCAC changed its name to Canoo Inc. and we became a Nasdaq-listed company. Our common stock and public warrants are listed on Nasdaq under the symbol “GOEV” and “GOEVW,” respectively. Our principal executive office is located at 00000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, and our telephone number is (000) 000-0000. Our website address is xxx.xxxxx.xxx. This website address is not intended to be an active link, and The information on, or accessible through, our website is not incorporated by reference into this prospectus and you should not consider any information contained on, or that can be accessed fromthrough, our website as 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 and any prospectus supplement. 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 accompanying prospectus supplement.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. Albireo Pharma, Inc. $100,000,000 Common Stock PROSPECTUS Cowen

Incorporation of Documents by Reference. The SEC rules permit allows us to incorporate information by reference into this prospectus and any applicable prospectus supplement. This the information we file with it, which means that we can disclose important information to you by referring you to another document that we have filed separately with the SEC. The You should read the information incorporated by reference because it is considered to be an important part of this prospectus and any applicable prospectus supplement, except for information superseded by information contained prospectus. Information in this prospectus or supersedes information incorporated by reference that we filed with the applicable prospectus supplement itself or SEC prior to the date of this prospectus, while information that we file later with the SEC will automatically update and supersede the information in any subsequently filed incorporated documentthis prospectus. This prospectus and any applicable prospectus supplement We incorporate by reference into this prospectus and the registration statement of which this prospectus is a part the information and documents set forth listed below that we have previously filed with the SEC, other than information in such documents that is deemed to be furnished and not filed. These documents contain important information about us and our business and financial condition. Any report or information within any of the documents referenced below that is furnished, but not filed, shall not be incorporated by reference into this prospectus: • · our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 124, 2022; • · our Quarterly Current Report on Form 108-Q for the quarter ended March 31, 2022K, filed with the SEC on May 10April 1, 2022; and • a · the description of our capital stockCommon Stock contained in our Registration Statement on Form 8-A, registering our Common Stock under Section 12(b) under the Exchange Act, filed with the SEC on September 30, 2019, as supplemented by the "Description of Capital Stock" included as Exhibit 4.4 an exhibit to the Company’s our most recent Annual Report on Form 10-K for the year ended, December 31, 2021, filed with the SEC on March 1, 2022and incorporated by reference herein. We also incorporate by reference any future filings (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items unless such Form 8-K expressly provides to the contrary) made by us with the SEC under pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding any information furnished to, rather than filed with, the SEC), including prior to until we file a post-effective amendment that indicates the termination of the offering of the securities common stock made by this prospectusprospectus supplement and will become a part of this prospectus supplement from the date that such documents are filed with the SEC. Information in such future filings updates and supplements the information provided in this prospectusprospectus supplement. Any statements in any such future filings will automatically be deemed to modify and supersede any information in any document we previously filed with the SEC that is incorporated or deemed to be incorporated herein by reference to the extent that statements in the later filed document modify or replace such earlier statements. You may request We will furnish without charge to each person, including any beneficial owner, to whom a prospectus is delivered, upon written or oral request, a copy of these filingsany or all of the documents incorporated by reference into this prospectus supplement but not delivered with the prospectus supplement, at no costincluding exhibits that are specifically incorporated by reference into such documents. You should direct any requests for documents to Monopar Therapeutics Inc., by writing or telephoning us at the following address or telephone numberAttention: Canoo Inc. 00000 Xxxxxxx Corporate Secretary, 0000 Xxxxxx TorranceXxxx., California 90503 Attn: Investor Relations Department Phone: Xxxxx 000, Xxxxxxxx, XX 00000. Our phone number is (000) 000-0000 Those copies 0000. You may also view the documents that we file with the SEC and incorporate by reference in this prospectus supplement on our corporate website at xxx.xxxxxxxxx.xxx. The information on our website is not incorporated by reference and is not a part of this prospectus supplement. PROSPECTUS $75,000,000 Common Stock We may offer and sell an indeterminate number of shares of our Common Stock from time to time under this prospectus. You should read this prospectus and any prospectus supplement carefully before you invest. We may offer our Common Stock in one or more offerings in amounts, at prices, and on terms determined at the time of the offering. We may sell our Common Stock through agents we select or through underwriters and dealers we select. If we use agents, underwriters or dealers, we will name them and describe their compensation in a prospectus supplement. This prospectus provides a general description of our Common Stock that we may offer. Each time we sell our Common Stock, we will provide specific terms of the Securities offered in a supplement to this prospectus. The prospectus supplement may also add, update or change information contained in this prospectus. You should read this prospectus and the applicable prospectus supplement carefully before you invest in our Common Stock. This prospectus may not include exhibitsbe used to consummate a sale of our Common Stock unless accompanied by the applicable prospectus supplement. Our Common Stock is listed for trading on the Nasdaq Capital Market under the symbol “MNPR.” On January 2, unless 2020 the exhibits last reported sale price of our Common Stock was $17.27 per share. As of that date, and based on that price, the aggregate market value of our voting and non-voting common equity held by non-affiliates was approximately $37.9 million. We have specifically been not offered and sold any securities pursuant to General Instruction I.B.6 of Form S-3 during the 12 calendar months prior to and including the date of this prospectus. Investing in our Common Stock involves significant risks. See “Risk Factors” included in any accompanying prospectus supplement and in the documents incorporated by reference in this document prospectus for a discussion of the factors you should carefully consider before deciding to purchase our Common Stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or you specifically request themdisapproved of these securities or passed upon the accuracy or adequacy of this prospectus. COMPANY OVERVIEW Any representation to the contrary is a criminal offense. The date of this Prospectus is January 13, 2020 TABLE OF CONTENTS Page Summary 1 Risk Factors 2 Important Information About This Prospectus 3 Forward-Looking Statements 4 Description of Capital Stock 5 Plan of Distribution 7 Legal Matters 8 Experts 8 Where You Can Find More Information 8 We are a mobility technology clinical stage biopharmaceutical company with a mission focused on developing proprietary therapeutics designed to bring electric vehicles (“EVs”) to everyone and provide connected services that improve the vehicle ownership experienceclinical outcomes for cancer patients. We are developing building a technology platform that we believe will enable us to rapidly innovate drug development pipeline through the licensing and bring new products, addressing multiple use cases, to market faster than our competition acquisition of oncology therapeutics in late preclinical and at lower cost. Our vehicle architecture and design philosophy are aimed at driving productivity and returning capital to our customers, and we believe the software and technology capabilities we are developing, packaged around a modular, customizable product, have the potential to fundamentally alter the value proposition across a vehicle’s lifecycleclinical development stages. We remain committed leverage our scientific and clinical experience to help reduce the environment risk and to delivering sustainable mobility that is accessible to everyoneaccelerate the clinical development of our drug product candidates. We proudly intend currently have three compounds in development: Validive® (clonidine mucobuccal tablet; clonidine MBT), a Phase 3-ready, first-in-class mucoadhesive buccal tablet for the prevention and treatment of radiation-induced severe oral mucositis in oropharyngeal cancer patients; camsirubicin (generic name for 5-imino-13-deoxydoxorubicin; previously known as MNPR-201, GPX-150), a proprietary Phase 2 clinical stage topoisomerase II-alpha selective analog of doxorubicin engineered specifically to manufacture our fully electric vehicles in Arkansas retain anticancer activity while minimizing toxic effects on the heart; and OklahomaMNPR-101 (formerly huATN-658), bringing advanced manufacturing and technology jobs to communities in America’s heartland. We are committed to building a diverse workforce that will draw heavily upon pre-IND stage humanized monoclonal antibody, which targets the local communities of Native Americans and veterans. On December 21, 2020, Xxxxxxxx Capital Acquisition Corp. IV urokinase plasminogen activator receptor (“HCAC”) consummated the previously announced merger pursuant to that certain Merger Agreement and Plan of Reorganization, dated as of August 17, 2020 (the “Merger AgreementuPAR”), by and among HCAC, HCAC IV First Merger Sub, Ltd., an exempted company incorporated with limited liability in for the Cayman Islands and a direct, a wholly owned subsidiary treatment of HCAC (“First Merger Sub”), EV Global Holdco LLC (f/k/a HCAC IV Second Merger Sub, LLC), a Delaware limited liability company and a direct, wholly owned subsidiary of HCAC (“Second Merger Sub”), and Canoo Holdings Ltd., an exempted company incorporated with limited liability in the Cayman Islands (“Legacy Canoo”). Pursuant to the terms of the Merger Agreement, a business combination between HCAC and Legacy Canoo was effected through the merger of (a) First Merger Sub with and into Legacy Canoo, with Legacy Canoo surviving as a wholly-owned subsidiary of HCAC (Legacy Canoo, in its capacity as the surviving corporation of the merger, the “Surviving Corporation”) and (b) the Surviving Corporation with and into Second Merger Sub, with Second Merger Sub being the surviving entity, which ultimately resulted in Legacy Canoo becoming a wholly-owned direct subsidiary of HCAC (all transactions collectively, the “Business Combination”). In connection with the closing of the Business Combination, HCAC changed its name to Canoo Inc. and we became a Nasdaq-listed company. Our common stock and public warrants are listed on Nasdaq under the symbol “GOEV” and “GOEVW,” respectivelyadvanced solid cancers. Our principal executive office is offices are located at 00000 Xxxxxxx Xxxxxx0000 Xxxxxx Xxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxxxx XX 00000, and our . Our telephone number is (000) 000-0000. Our website address is xxx.xxxxx.xxx. This website address is not intended to be an active link, and information on, or accessible through, our website is not incorporated by reference into this prospectus and you should not consider any information on, or that can be accessed from, our website as part of this prospectus or any accompanying prospectus supplement.

Incorporation of Documents by Reference. The SEC rules permit allows us to “incorporate by reference” information by reference into this prospectus and any applicable prospectus supplement. This means that we can Incorporation by reference allows us to disclose important information to you by referring you to another document filed separately with the SECthose other documents. The information incorporated by reference is considered to be an important part of this prospectus supplement and any applicable the accompanying prospectus, and information that we file later with the SEC will automatically update and supersede this information. Any statement contained in a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus supplement, except for information superseded by information supplement to the extent that a statement contained in this prospectus supplement modifies or the applicable prospectus supplement itself or in any subsequently filed incorporated documentreplaces that statement. This prospectus supplement and any applicable accompanying prospectus supplement incorporate by reference the documents set forth below that we have previously been filed with the SEC, other than information in such documents that is deemed to be furnished and not filed. These documents contain important information about us and our business and financial condition. Any report or information within any of the documents referenced below that is furnished, but not filed, shall not be incorporated by reference into this prospectus: • our Our Annual Report on Form 10F orm 20-K F for the fiscal year ended December 31, 20212019, filed with the SEC on March 13, 20222020, as amended on June 30, 2020; • our Quarterly Report Our Reports on Form 106-Q for K furnished to the quarter ended March 31SEC on J anuary 24, 20222020, M 2 020, including the exhibits thereto; and ay 7, 2020, A ugust 6, 2020, A ugust 27, 2020 and S eptember 18, • The description of our ordinary shares and ADSs contained in our Registration Statement on F orm 8-A, as filed with the SEC on May 10, 2022; and • a description of our capital stock, included as Exhibit 4.4 to the Company’s Annual Report on Form 10-K for the year ended, December 31, 2021, filed with the SEC on March 1, 2022. We also incorporate by reference any future filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(dSection 12(b) of the Exchange Act (excluding any information furnished toon June 19, rather than filed with, the SEC)2018, including any amendment or report filed for the purpose of updating such description (File No. 001-38547). We are also incorporating by reference all subsequent Annual Reports on Form 20-F that we file with the SEC and certain reports on Form 6-K that we furnish to the SEC after the date of this prospectus supplement (if they state that they are incorporated by reference into this prospectus supplement or the accompanying prospectus) prior to the termination of the offering of securities under this Registration Statement. In all cases, you should rely on the securities made by later information over different information included in this prospectus supplement or the accompanying prospectus. Information in such future filings updates and supplements the information provided Unless expressly incorporated by reference, nothing in this prospectus. Any statements in any such future filings will automatically prospectus supplement shall be deemed to modify and supersede any information in any document we previously filed with the SEC that is incorporated or deemed to be incorporated herein incorporate by reference to information furnished to, but not filed with, the extent that statements in the later filed document modify or replace such earlier statementsSEC. You may request a copy Copies of these filings, at no cost, by writing or telephoning us at the following address or telephone number: Canoo Inc. 00000 Xxxxxxx Xxxxxx Torrance, California 90503 Attn: Investor Relations Department Phone: (000) 000-0000 Those copies will not include exhibits, unless the exhibits have specifically been all documents incorporated by reference in this document or you prospectus supplement, other than exhibits to those documents unless such exhibits are specifically request them. COMPANY OVERVIEW We are a mobility technology company with a mission to bring electric vehicles (“EVs”) to everyone and provide connected services that improve the vehicle ownership experience. We are developing a technology platform that we believe will enable us to rapidly innovate and bring new products, addressing multiple use cases, to market faster than our competition and at lower cost. Our vehicle architecture and design philosophy are aimed at driving productivity and returning capital to our customers, and we believe the software and technology capabilities we are developing, packaged around a modular, customizable product, have the potential to fundamentally alter the value proposition across a vehicle’s lifecycle. We remain committed to the environment and to delivering sustainable mobility that is accessible to everyone. We proudly intend to manufacture our fully electric vehicles in Arkansas and Oklahoma, bringing advanced manufacturing and technology jobs to communities in America’s heartland. We are committed to building a diverse workforce that will draw heavily upon the local communities of Native Americans and veterans. On December 21, 2020, Xxxxxxxx Capital Acquisition Corp. IV (“HCAC”) consummated the previously announced merger pursuant to that certain Merger Agreement and Plan of Reorganization, dated as of August 17, 2020 (the “Merger Agreement”), by and among HCAC, HCAC IV First Merger Sub, Ltd., an exempted company incorporated with limited liability in the Cayman Islands and a direct, a wholly owned subsidiary of HCAC (“First Merger Sub”), EV Global Holdco LLC (f/k/a HCAC IV Second Merger Sub, LLC), a Delaware limited liability company and a direct, wholly owned subsidiary of HCAC (“Second Merger Sub”), and Canoo Holdings Ltd., an exempted company incorporated with limited liability in the Cayman Islands (“Legacy Canoo”). Pursuant to the terms of the Merger Agreement, a business combination between HCAC and Legacy Canoo was effected through the merger of (a) First Merger Sub with and into Legacy Canoo, with Legacy Canoo surviving as a wholly-owned subsidiary of HCAC (Legacy Canoo, in its capacity as the surviving corporation of the merger, the “Surviving Corporation”) and (b) the Surviving Corporation with and into Second Merger Sub, with Second Merger Sub being the surviving entity, which ultimately resulted in Legacy Canoo becoming a wholly-owned direct subsidiary of HCAC (all transactions collectively, the “Business Combination”). In connection with the closing of the Business Combination, HCAC changed its name to Canoo Inc. and we became a Nasdaq-listed company. Our common stock and public warrants are listed on Nasdaq under the symbol “GOEV” and “GOEVW,” respectively. Our principal executive office is located at 00000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, and our telephone number is (000) 000-0000. Our website address is xxx.xxxxx.xxx. This website address is not intended to be an active link, and information on, or accessible through, our website is not incorporated by reference into in this prospectus and you should not consider supplement, will be provided at no cost to each person, including any beneficial owner, who receives a copy of this prospectus supplement on the written or oral request of that person made to: Autolus Therapeutics plc 00 Xxxx Xxxx White City London W12 7RZ United Kingdom +00 00 00000000 You may also access these documents on our website, xxx.xxxxxxx.xxx. The information contained on, or that can be accessed fromthrough, our website as is not a part of this prospectus supplement. We have included our website address in this prospectus supplement solely as an inactive textual reference. You should rely only on information contained in, or incorporated by reference into, this prospectus supplement and the accompanying prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus supplement and the accompanying prospectus or incorporated by reference in this prospectus supplement or the accompanying 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. PROSPECTUS $300,000,000 Ordinary Shares American Depositary Shares representing Ordinary Shares Debt Securities Warrants This prospectus will allow us to issue, from time to time at prices and on terms to be determined at or prior to the time of the offering, up to $300,000,000 of any combination of the securities described in this prospectus, either individually or in units. We may also offer American Depositary Shares, or ADSs, representing ordinary shares upon conversion of or exchange for the debt securities or upon the exercise of the warrants. This prospectus describes the general terms of these securities and the general manner in which these securities will be offered. 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 may also supplement, update or amend information contained in this document. You should read this prospectus and any prospectus supplement, as well as any documents incorporated by reference into this prospectus or any accompanying 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 on the methods of sale, you should refer to the 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, commissions or discounts and over-allotment options will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds that we expect to receive from such sale will also be set forth in a prospectus supplement. Investing in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should consider carefully the risks that we have described on page 6 of this prospectus under the caption “Risk Factors” and under the caption “Risk Factors” in our Annual Report on Form 20-F for the fiscal year ended September 30, 2018, which is incorporated by reference into this prospectus. We may also include specific risk factors in supplements to this prospectus under the caption “Risk Factors.” This prospectus may not be used to sell our securities unless accompanied by a prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is July 24, 2019. TABLE OF CONTENTS Page A BOUT THIS PROSPECTUS 1 P ROSPECTUS SUMMARY 2 R ISK FACTORS 6 S PECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 7 C APITALIZATION 8 U SE OF PROCEEDS 9 P LAN OF DISTRIBUTION 10 D ESCRIPTION OF SHARE CAPITAL AND ARTICLES OF ASSOCIATION 12 D ESCRIPTION OF AMERICAN DEPOSITARY SHARES 30 D ESCRIPTION OF DEBT SECURITIES 39 D ESCRIPTION OF WARRANTS 44 T AXATION 45 L EGAL MATTERS 45 E XPERTS 45 S ERVICE OF PROCESS AND ENFORCEMENT OF LIABILITIES 46 W HERE YOU CAN FIND MORE INFORMATION 47 I NCORPORATION OF DOCUMENTS BY REFERENCE 48 E XPENSES ASSOCIATED WITH REGISTRATION 49 ABOUT THIS PROSPECTUS 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, debt securities and/or warrants in one or more offerings, with a total aggregate offering price of up to $300,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we offer to 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 this prospectus or in any documents that we have incorporated by reference into this prospectus. You should read this prospectus, any applicable prospectus 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. THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE A SALE OF SECURITIES UNLESS IT IS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT. 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 or incorporated by reference in this prospectus, any applicable prospectus 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 jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in this 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 document or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus, any applicable prospectus supplement or any related free writing prospectus is delivered, or securities are sold, on a later date. This prospectus and the information incorporated herein by reference contains summaries of certain provisions contained in some of the documents 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, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and 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, “Autolus,” “the company,” “our company,” “we,” “us” and “our” refer to Autolus Therapeutics plc and its subsidiaries.

Incorporation of Documents by Reference. SEC rules permit We have filed a registration statement on Form S-3 with the Securities and Exchange Commission under the Securities Act. This prospectus is part of the registration statement but the registration statement includes and incorporates by reference additional information and exhibits. The Securities and Exchange Commission permits us to “incorporate by reference” the information by reference into this prospectus contained in documents we file with the Securities and any applicable prospectus supplement. This Exchange Commission, which means that we can disclose important information to you by referring you to another document filed separately with the SECthose documents rather than by including them in this prospectus. The information Information that is incorporated by reference is considered to be part of this prospectus and any applicable prospectus supplementyou should read it with the same care that you read this prospectus. Information that we file later with the Securities and Exchange Commission will automatically update and supersede the information that is either contained, except for information superseded or incorporated by information contained reference, in this prospectus, and will be considered to be a part of this prospectus or from the applicable prospectus supplement itself or in any subsequently date those documents are filed. We have filed incorporated document. This prospectus with the Securities and any applicable prospectus supplement Exchange Commission, and incorporate by reference the documents set forth below that we have previously filed with the SEC, other than information in such documents that is deemed to be furnished and not filed. These documents contain important information about us and our business and financial condition. Any report or information within any of the documents referenced below that is furnished, but not filed, shall not be incorporated by reference into this prospectus: • our ● Annual Report on Form 10-K for the year ended December 31, 20212019, filed with the SEC on March 19, 20222020; • our ● Quarterly Report on Form 10-Q for the quarter ended March 31, 20222020, filed with the SEC on May 11, 2020; ● Definitive Proxy Statement on Schedule 14A, filed on September 24, 2019; ● Current Reports on Form 8-K, filed on January 10, 20222020, February 20, 2020, March 9, 2020, May 11, 2020, June 2, 2020 and July 2, 2020 (other than any portions thereof deemed furnished and not filed); and • a ● The description of our capital stock, included as Exhibit 4.4 to the Company’s Annual Report on common stock contained in our Form 108-K for the year ended, December 31, 2021A, filed with the SEC on March 1, 20222017. We also incorporate by reference any future filings made by us all additional documents that we file with the SEC Securities and Exchange Commission under the terms of Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act (excluding any information furnished toof 1934, rather than filed withas amended, that are made after the SEC), including prior to initial filing date of the termination registration statement of which this prospectus is a part until the offering of the particular securities made covered by this prospectusa prospectus supplement or term sheet has been completed. Information We are not, however, incorporating, in such future filings updates and supplements the each case, any documents or information provided in this prospectus. Any statements in any such future filings will automatically be that we are deemed to modify furnish and supersede any information not file in any document we previously filed accordance with the SEC that is incorporated or deemed to be incorporated herein by reference to the extent that statements in the later filed document modify or replace such earlier statementsSecurities and Exchange Commission rules. You may request request, and we will provide you with, a copy of these filings, at no cost, by writing or telephoning contacting us at the following address or telephone number: Canoo Inc. 00000 Xxxxxxx Xxxxxx Torrance, California 90503 Attnat: Investor Relations Department PhoneMatinas BioPharma Holdings, Inc. 1545 Route 206 South Suite 302 Bedminster, NJ 07921 Telephone number: (000) -000-0000 Those copies will not include exhibits, unless the exhibits have specifically been incorporated by reference in this document or you specifically request them. COMPANY OVERVIEW We are a mobility technology company with a mission Up to bring electric vehicles (“EVs”) to everyone and provide connected services that improve the vehicle ownership experience. We are developing a technology platform that we believe will enable us to rapidly innovate and bring new products, addressing multiple use cases, to market faster than our competition and at lower cost. Our vehicle architecture and design philosophy are aimed at driving productivity and returning capital to our customers, and we believe the software and technology capabilities we are developing, packaged around a modular, customizable product, have the potential to fundamentally alter the value proposition across a vehicle’s lifecycle. We remain committed to the environment and to delivering sustainable mobility that is accessible to everyone. We proudly intend to manufacture our fully electric vehicles in Arkansas and Oklahoma, bringing advanced manufacturing and technology jobs to communities in America’s heartland. We are committed to building a diverse workforce that will draw heavily upon the local communities of Native Americans and veterans. On December 21, 2020, Xxxxxxxx Capital Acquisition Corp. IV (“HCAC”) consummated the previously announced merger pursuant to that certain Merger Agreement and Plan of Reorganization, dated as of August 17, 2020 (the “Merger Agreement”), by and among HCAC, HCAC IV First Merger Sub, Ltd., an exempted company incorporated with limited liability in the Cayman Islands and a direct, a wholly owned subsidiary of HCAC (“First Merger Sub”), EV Global Holdco LLC (f/k/a HCAC IV Second Merger Sub, LLC), a Delaware limited liability company and a direct, wholly owned subsidiary of HCAC (“Second Merger Sub”), and Canoo Holdings Ltd., an exempted company incorporated with limited liability in the Cayman Islands (“Legacy Canoo”). Pursuant to the terms of the Merger Agreement, a business combination between HCAC and Legacy Canoo was effected through the merger of (a) First Merger Sub with and into Legacy Canoo, with Legacy Canoo surviving as a wholly-owned subsidiary of HCAC (Legacy Canoo, in its capacity as the surviving corporation of the merger, the “Surviving Corporation”) and (b) the Surviving Corporation with and into Second Merger Sub, with Second Merger Sub being the surviving entity, which ultimately resulted in Legacy Canoo becoming a wholly-owned direct subsidiary of HCAC (all transactions collectively, the “Business Combination”). In connection with the closing of the Business Combination, HCAC changed its name to Canoo Inc. and we became a Nasdaq-listed company. Our common stock and public warrants are listed on Nasdaq under the symbol “GOEV” and “GOEVW,” respectively. Our principal executive office is located at 00000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, and our telephone number is (000) 000-0000. Our website address is xxx.xxxxx.xxx. This website address is not intended to be an active link, and information on, or accessible through, our website is not incorporated by reference into this prospectus and you should not consider any information on, or that can be accessed from, our website as part of this prospectus or any accompanying prospectus supplement.$50,000,000 Common Stock PROSPECTUS BTIG

Incorporation of Documents by Reference. The SEC rules permit allows us to incorporate information by reference into this prospectus and any applicable prospectus supplement. This the information we file with it, which means that we can disclose important information to you by referring you to another document that we have filed separately with the SEC. The You should read the information incorporated by reference because it is considered to be an important part of this prospectus and any applicable prospectus supplement, except for information superseded by information contained prospectus. Information in this prospectus or supersedes information incorporated by reference that we filed with the applicable prospectus supplement itself or SEC prior to the date of this prospectus, while information that we file later with the SEC will automatically update and supersede the information in any subsequently filed incorporated documentthis prospectus. This prospectus and any applicable prospectus supplement We incorporate by reference into this prospectus and the registration statement of which this prospectus is a part the information and documents set forth listed below that we have previously filed with the SEC: · our Quarterly Report on Form 10-Q for the quarter ended September 30, other than information in such documents that is deemed to be furnished and not filed. These documents contain important information about us and 2022, filed with the SEC on November 10, 2022; · our business and financial condition. Any report or information within any of Quarterly Report on Form 10-Q for the documents referenced below that is furnishedquarter ended June 30, but not filed2022, shall not be incorporated by reference into this prospectus: • filed with the SEC on August 11, 2022; · our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed with the SEC on May 12, 2022; · our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 124, 2022; • our Quarterly Report on 2022 (the “2021 Form 10-Q for K”); · the quarter ended March 31information specifically incorporated by reference into our 2021 Form 10-K from our Proxy Statement regarding our Annual Meeting of Stockholders on June 28, 2022, on DEF14A, filed with the SEC on May 10April 29, 2022; and • a description of · our capital stock, included as Exhibit 4.4 to the Company’s Annual Report Current Reports on Form 108-K for the year ended, December 31, 2021K, filed with the SEC on March April 1, 2022, April 20, 2022, and June 30, 2022, to the extent the information in such reports is filed and not furnished; and · the description of our Common Stock contained in our Registration Statement on Form 8-A, registering our Common Stock under Section 12(b) under the Exchange Act, filed with the SEC on September 30, 2019, as supplemented by the “Description of Capital Stock” beginning on page 5 of this prospectus and including any amendments or reports filed for the purpose of updating such description. We also incorporate by reference any future filings (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items unless such Form 8-K expressly provides to the contrary) made by us with the SEC under pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding any information furnished to, rather than filed with, the SEC), including prior to until we file a post-effective amendment that indicates the termination of the offering of the securities common stock made by this prospectusATM Prospectus and will become a part of this ATM Prospectus from the date that such documents are filed with the SEC. Information in such future filings updates and supplements the information provided in this prospectusATM Prospectus. Any statements in any such future filings will automatically be deemed to modify and supersede any information in any document we previously filed with the SEC that is incorporated or deemed to be incorporated herein by reference to the extent that statements in the later filed document modify or replace such earlier statements. You may request We will furnish without charge to each person, including any beneficial owner, to whom a prospectus is delivered, upon written or oral request, a copy of these filings, at no cost, by writing any or telephoning us at all of the following address or telephone number: Canoo Inc. 00000 Xxxxxxx Xxxxxx Torrance, California 90503 Attn: Investor Relations Department Phone: (000) 000-0000 Those copies will not include exhibits, unless the exhibits have specifically been documents incorporated by reference in into this document or you specifically request them. COMPANY OVERVIEW We are a mobility technology company with a mission to bring electric vehicles (“EVs”) to everyone and provide connected services that improve the vehicle ownership experience. We are developing a technology platform that we believe will enable us to rapidly innovate and bring new products, addressing multiple use cases, to market faster than our competition and at lower cost. Our vehicle architecture and design philosophy are aimed at driving productivity and returning capital to our customers, and we believe the software and technology capabilities we are developing, packaged around a modular, customizable product, have the potential to fundamentally alter the value proposition across a vehicle’s lifecycle. We remain committed to the environment and to delivering sustainable mobility that is accessible to everyone. We proudly intend to manufacture our fully electric vehicles in Arkansas and Oklahoma, bringing advanced manufacturing and technology jobs to communities in America’s heartland. We are committed to building a diverse workforce that will draw heavily upon the local communities of Native Americans and veterans. On December 21, 2020, Xxxxxxxx Capital Acquisition Corp. IV (“HCAC”) consummated the previously announced merger pursuant to that certain Merger Agreement and Plan of Reorganization, dated as of August 17, 2020 (the “Merger Agreement”), by and among HCAC, HCAC IV First Merger Sub, Ltd., an exempted company incorporated with limited liability in the Cayman Islands and a direct, a wholly owned subsidiary of HCAC (“First Merger Sub”), EV Global Holdco LLC (f/k/a HCAC IV Second Merger Sub, LLC), a Delaware limited liability company and a direct, wholly owned subsidiary of HCAC (“Second Merger Sub”), and Canoo Holdings Ltd., an exempted company incorporated with limited liability in the Cayman Islands (“Legacy Canoo”). Pursuant to the terms of the Merger Agreement, a business combination between HCAC and Legacy Canoo was effected through the merger of (a) First Merger Sub with and into Legacy Canoo, with Legacy Canoo surviving as a wholly-owned subsidiary of HCAC (Legacy Canoo, in its capacity as the surviving corporation of the merger, the “Surviving Corporation”) and (b) the Surviving Corporation with and into Second Merger Sub, with Second Merger Sub being the surviving entity, which ultimately resulted in Legacy Canoo becoming a wholly-owned direct subsidiary of HCAC (all transactions collectively, the “Business Combination”). In connection ATM Prospectus but not delivered with the closing of the Business CombinationATM Prospectus, HCAC changed its name including exhibits that are specifically incorporated by reference into such documents. You should direct any requests for documents to Canoo Inc. and we became a Nasdaq-listed company. Our common stock and public warrants are listed on Nasdaq under the symbol “GOEV” and “GOEVW,” respectively. Our principal executive office is located at 00000 Xxxxxxx XxxxxxMonopar Therapeutics Inc., Attention: Corporate Secretary, 0000 Xxxxxx Xxxx., Xxxxx 000, Xxxxxxxx, Xxxxxxxxxx XX 00000, and our telephone . Our phone number is (000) 000-0000. Our You may also view the documents that we file with the SEC and incorporate by reference in this ATM Prospectus on our corporate website address is xxx.xxxxx.xxxat xxx.xxxxxxxxx.xxx. This website address is not intended to be an active link, and The information on, or accessible through, on our website is not incorporated by reference into this prospectus and you should is not consider any information on, or that can be accessed from, our website as a part of this prospectus or any accompanying prospectus supplement.ATM Prospectus. S-15 $6,505,642 Common Stock PROSPECTUS

Incorporation of Documents by Reference. SEC rules permit us to incorporate information by reference into this prospectus and any applicable prospectus supplement. This 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 considered to be part of this prospectus and any applicable prospectus supplement, except for information superseded by information contained in this prospectus or the applicable prospectus supplement itself or in any subsequently filed incorporated document. This prospectus and any applicable prospectus supplement We incorporate by reference the filed documents set forth below that we have previously filed with the SEClisted below, other than information in such documents that is deemed to be furnished except as superseded, supplemented or modified by this prospectus supplement, and not filed. These documents contain important information about us and our business and financial condition. Any report or information within any of the documents referenced below that is furnished, but not filed, shall not be incorporated by reference into this prospectus: • our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 1, 2022; • our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed with the SEC on May 10, 2022; and • a description of our capital stock, included as Exhibit 4.4 to the Company’s Annual Report on Form 10-K for the year ended, December 31, 2021, filed with the SEC on March 1, 2022. We also incorporate by reference any future filings made by us we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding any information furnished to, rather than filed withunless otherwise noted, the SEC), including prior to the termination SEC file number for each of the offering of documents listed below is 001-31543): ● Our annual report on Form 10-K for the securities made by this prospectus. Information in such future filings updates and supplements the information provided in this prospectus. Any statements in any such future filings will automatically be deemed to modify and supersede any information in any document we previously period ended June 30, 2020 filed with the SEC on September 28, 2020; ● Quarterly report on Form 10-Q for the quarter September 30, 2020 filed with the SEC on November 12, 2020; ● Current reports on Form 8-K filed with the SEC on November 2, 2020, November 9, 2020, November 12, 2020 and December 21,2020; and ● The description of our common stock set forth in Item 1 of our Registration Statement on Form 8-A filed on August 6, 2020, pursuant to Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating such description. We also incorporate by reference into this prospectus supplement and accompanying prospectus additional documents (other than current reports furnished under item 2.02 or item 7.01 of Form 8-K and exhibits on such form that are related to such items) that we may file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the completion or termination of the offering, including all such documents we may file with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement, but excluding any information deemed furnished and not filed with the SEC. Any statements contained in a previously filed document incorporated by reference into this prospectus supplement and accompanying prospectus is incorporated or deemed to be incorporated herein by reference modified or superseded for purposes of this prospectus supplement and accompanying prospectus to the extent that statements a statement contained in the later this prospectus supplement or accompanying prospectus, or in a subsequently filed document modify also incorporated by reference herein, modifies or replace such earlier statementssupersedes that statement. This prospectus supplement and accompanying prospectus may contain information that updates, modifies or is contrary to information in one or more of the documents incorporated by reference in this prospectus supplement and accompanying prospectus. You should rely only on the information incorporated by reference or provided in this prospectus supplement and accompanying prospectus. We have not authorized anyone else to provide you with different information. You should not assume that the information in this prospectus supplement or accompanying prospectus is accurate as of any date other than the date of this prospectus supplement or accompanying prospectus, or the date of the documents incorporated by reference in this prospectus supplement and accompanying prospectus. We will provide to each person, including any beneficial owner, to whom this prospectus supplement and accompanying prospectus is delivered, upon written or oral request, at no cost to the requester, a copy of any and all of the information that is incorporated by reference in this prospectus supplement and accompanying prospectus. You may request request, and we will provide you with, a copy of these filings, at no cost, by writing or telephoning contacting us at Flux Power Holdings, Inc. 0000 X. Xxxxxxx Xxxxx Xxxxx, Xxxxxxxxxx 00000 PROSPECTUS Flux Power Holdings, Inc. $50,000,000 Common Stock Preferred Stock Warrants Debt Securities Units 1,141,250 Shares of Common Stock by Selling Shareholders From time to time, we may offer up to $50,000,000 of our common stock, preferred stock, warrants to purchase common stock or preferred stock, debt securities and units consisting of common stock, preferred stock, warrants, or debt securities or any combination of these securities, in one or more transactions. In addition, this prospectus also covers the following address or telephone number: Canoo Inc. 00000 Xxxxxxx Xxxxxx Torrance, California 90503 Attn: Investor Relations Department Phone: (000) 000-0000 Those copies resale by certain selling shareholders described herein of up to an aggregate of 1,141,250 shares of our common stock which the selling shareholders acquired in a series of private placements from April 2020 to July 2020. We will not include exhibitsreceive any of the proceeds from the sale of shares of common stock by the selling shareholders. See “Selling Shareholders”. Each time we sell securities, unless we will provide a supplement to this prospectus that contains specific information about the exhibits have specifically been incorporated by reference in this document or you specifically request them. COMPANY OVERVIEW We are a mobility technology company with a mission to bring electric vehicles (“EVs”) to everyone offering and provide connected services that improve the vehicle ownership experience. We are developing a technology platform that we believe will enable us to rapidly innovate and bring new products, addressing multiple use cases, to market faster than our competition and at lower cost. Our vehicle architecture and design philosophy are aimed at driving productivity and returning capital to our customers, and we believe the software and technology capabilities we are developing, packaged around a modular, customizable product, have the potential to fundamentally alter the value proposition across a vehicle’s lifecycle. We remain committed to the environment and to delivering sustainable mobility that is accessible to everyone. We proudly intend to manufacture our fully electric vehicles in Arkansas and Oklahoma, bringing advanced manufacturing and technology jobs to communities in America’s heartland. We are committed to building a diverse workforce that will draw heavily upon the local communities of Native Americans and veterans. On December 21, 2020, Xxxxxxxx Capital Acquisition Corp. IV (“HCAC”) consummated the previously announced merger pursuant to that certain Merger Agreement and Plan of Reorganization, dated as of August 17, 2020 (the “Merger Agreement”), by and among HCAC, HCAC IV First Merger Sub, Ltd., an exempted company incorporated with limited liability in the Cayman Islands and a direct, a wholly owned subsidiary of HCAC (“First Merger Sub”), EV Global Holdco LLC (f/k/a HCAC IV Second Merger Sub, LLC), a Delaware limited liability company and a direct, wholly owned subsidiary of HCAC (“Second Merger Sub”), and Canoo Holdings Ltd., an exempted company incorporated with limited liability in the Cayman Islands (“Legacy Canoo”). Pursuant to the terms of the Merger Agreementsecurities. The supplement may also add, update or change information contained in this prospectus. We may also authorize one or more free writing prospectuses to be provided in connection with a business specific offering. You should read this prospectus, any prospectus supplement and any free writing prospectus carefully before you invest in any of our securities being offered. We and the selling shareholders may sell the securities independently or together with any other securities registered hereunder to or through one or more underwriters, dealers and agents, or directly to purchasers, or through a combination of these methods, on a continuous or delayed basis. See “Plan of Distribution.” If any underwriters, dealers or agents are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangements between HCAC and Legacy Canoo was effected through or among them, will be set forth, or will be calculable from the merger of (a) First Merger Sub with and into Legacy Canoo, with Legacy Canoo surviving as a wholly-owned subsidiary of HCAC (Legacy Canooinformation set forth, in its capacity as the surviving corporation of the merger, the “Surviving Corporation”) and (b) the Surviving Corporation with and into Second Merger Sub, with Second Merger Sub being the surviving entity, which ultimately resulted in Legacy Canoo becoming a wholly-owned direct subsidiary of HCAC (all transactions collectively, the “Business Combination”). In connection with the closing of the Business Combination, HCAC changed its name to Canoo Inc. and we became a Nasdaq-listed companyapplicable prospectus supplement. Our common stock and public warrants are is listed on Nasdaq The NASDAQ Capital Market under the symbol “GOEVFLUX.” The applicable prospectus supplement will contain information, where applicable, as to any other listing, if any, of the securities covered by the applicable prospectus supplement. As of October 13, 2020 the aggregate market value of our outstanding common stock held by non-affiliates was approximately $77,746,875.75 based on 11,419,737 shares of outstanding common stock, of which 4,569,792 shares are held by affiliates, and a price of $11.35 per share, which was the last reported sale price of our common stock as quoted on The NASDAQ Capital Market on such date. INVESTING IN OUR SECURITIES INVOLVES RISKS. YOU SHOULD REVIEW CAREFULLY THE RISKS AND UNCERTAINTIES DESCRIBED UNDER THE HEADING “RISK FACTORS” CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT AND ANY RELATED FREE WRITING PROSPECTUS, AND UNDER SIMILAR HEADINGS IN THE OTHER DOCUMENTS THAT ARE INCORPORATED BY REFERENCE INTO THIS PROSPECTUS. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this prospectus is October 26, 2020. Table of Contents Page SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 1 ABOUT FLUX POWER HOLDINGS, INC. 3 ABOUT THIS PROSPECTUS 2 RISK FACTORS 5 INCORPORATION OF INFORMATION BY REFERENCE 4 PLAN OF DISTRIBUTION 5 USE OF PROCEEDS 5 DESCRIPTION OF CAPITAL STOCK 9 MARKET INFORMATION 9 LEGAL MATTERS 16 SELLING SHAREHOLDERS 14 EXPERTS 16 WHERE YOU CAN FIND ADDITIONAL INFORMATION 17 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements. The forward-looking statements are contained principally in the sections entitled “Prospectus Summary,” “Risk Factors,” and “GOEVWDescription of Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” which are incorporated by reference. These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to, the factors described in the section captioned “Risk Factors” below. In some cases, you can identify forward-looking statements by terms such as “anticipates,” respectively. Our principal executive office is located at 00000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would,” and our telephone number is (000) 000-0000. Our website address is xxx.xxxxx.xxx. This website address is not similar expressions intended to be an active link, identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and information on, or accessible through, our website is not incorporated are based on assumptions and subject to risks and uncertainties. You should read these factors and the other cautionary statements made in this prospectus and in the documents which we incorporate by reference into this prospectus and as being applicable to all related forward-looking statements wherever they appear in this prospectus or the documents we incorporate by reference into this prospectus. If one or more of these factors materialize, or if any underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Given these uncertainties, you should not consider place undue reliance on these forward-looking statements. These forward-looking statements include, among other things, statements relating to: ● our ability to continue as a going concern; ● our ability to secure sufficient funding and alternative source of funding to support our current and proposed operations, which could be more difficult in light of the negative impact of the COVID-19 pandemic on investor sentiment and investing ability; ● our anticipated growth strategies and our ability to manage the expansion of our business operations effectively; ● our ability to maintain or increase our market share in the competitive markets in which we do business; ● our ability to grow net revenue and increase our gross profit margin; ● our ability to keep up with rapidly changing technologies and evolving industry standards, including our ability to achieve technological advances; ● our dependence on the growth in demand for our products; ● our ability to compete with larger companies with far greater resources than we have; ● our continued ability to obtain raw materials and other supplies for our products at competitive prices and on a timely basis, particularly in light of COVID-19 on our suppliers and supply chain; ● our ability to diversify our product offerings and capture new market opportunities; ● our ability to source our needs for skilled labor, machinery, parts, and raw materials economically; ● our ability to retain key members of our senior management. ● our ability to continue to operate safely and effectively during the COVID-19 outbreak; and ● our dependence on our four major customers. Also, forward-looking statements represent our estimates and assumptions only as of the date of this prospectus. You should read this prospectus and the documents that we reference and file as exhibits to this prospectus completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update any information onforward-looking statements publicly, or that can be accessed fromto update the reasons actual results could differ materially from those anticipated in any forward-looking statements, our website as part of this prospectus or any accompanying prospectus supplementeven if new information becomes available in the future.

Incorporation of Documents by Reference. The SEC rules permit allows us to ‘‘incorporate by reference’’ the information by reference into this prospectus and any applicable prospectus supplementwe file with or furnish to the SEC. This means that we can disclose important information to you by referring you to another those documents. Each document filed separately with incorporated by reference is current only as of the SECdate of such document, and the incorporation by reference of such documents shall not create any implication that there has been no change in our affairs since the date thereof or that the information contained therein is current as of any time subsequent to its date. The information incorporated by reference is considered to be a part of this prospectus and any applicable should be read with the same care. When we update the information contained in documents that have been incorporated by reference by making future filings with or furnishing information to the SEC, the information incorporated by reference in this prospectus supplementis considered to be automatically updated and superseded. In other words, except for information superseded by in the case of a conflict or inconsistency between information contained in this prospectus and information incorporated by reference in this prospectus, you should rely on the information contained in the document that was filed or the applicable prospectus supplement itself or in any subsequently filed incorporated documentfurnished later. This prospectus and any applicable prospectus supplement We incorporate by reference the documents set forth below that we have previously filed with the SEC, other than information in such documents that is deemed to be furnished and not filed. These documents contain important information about us and our business and financial condition. Any report or information within any of the documents referenced below that is furnished, but not filed, shall not be incorporated by reference into this prospectuslisted below: • our Annual Report annual report on Form 1020-K F for the fiscal year ended December March 31, 20212020, originally filed with the SEC on March 1July 9, 20222020 (File No. 001-36614) (the ‘‘2020 Form 20-F’’), as updated by our current report on Form 6-K originally furnished to the SEC on February 2, 2021 (Exhibit 99.1 and Exhibit 99.2 to the said report supersede Part I, Item 5. Operating and Financial Review and Prospects — A. Operating Results and Part III, Item 18. Financial Statements of the 2020 Form 20-F, respectively); • our Quarterly Report current report on Form 106-Q for the quarter ended March 31, 2022, filed with K originally furnished to the SEC on May 10February 2, 2022; 2021, including Exhibit 99.1 titled ‘‘Updated Part I, Item 5. Operating and • a description of our capital stockFinancial Review and Prospects — A. Operating Results, included as Exhibit 4.4 to from the Company’s Annual Report on Form 1020-K F for the year endedended March 31, December 2020, as filed with the Securities and Exchange Commission on July 9, 2020,’’ and Exhibit 99.2 titled ‘‘Updated Part III, Item 18. Financial Statements, from the Company’s Annual Report on Form 20-F for the year ended March 31, 2020, as filed with the Securities and Exchange Commission on July 9, 2020’’; • our current report on Form 6-K originally furnished to the SEC on February 2, 2021, including Exhibit 99.1 titled ‘‘Operating and Financial Review and Prospects for the six months ended September 30, 2020’’ and Exhibit 99.2 titled ‘‘Unaudited Condensed Consolidated Financial Statements for the six months ended September 30, 2019 and 2020’’; • any future annual reports on Form 20-F filed with the SEC on March 1, 2022. We also incorporate by reference any future filings made by us with after the SEC under Sections 13(a), 13(c), 14 or 15(d) date of the Exchange Act (excluding any information furnished to, rather than filed with, the SEC), including this prospectus and prior to the termination of the offering of the securities made offered by this prospectus. Information ; and • any future reports on Form 6-K that we furnish to the SEC after the date of this prospectus that are identified in such future filings updates and supplements the information provided in this prospectus. Any statements in any such future filings will automatically be deemed to modify and supersede any information in any document we previously filed with the SEC that is incorporated or deemed to be incorporated herein by reference to the extent that statements in the later filed document modify or replace such earlier statements. You may request a copy of these filings, at no cost, by writing or telephoning us at the following address or telephone number: Canoo Inc. 00000 Xxxxxxx Xxxxxx Torrance, California 90503 Attn: Investor Relations Department Phone: (000) 000-0000 Those copies will not include exhibits, unless the exhibits have specifically been reports as being incorporated by reference in this document or you specifically request themprospectus. COMPANY OVERVIEW We are a mobility technology company with a mission to bring electric vehicles (“EVs”) to everyone and provide connected services that improve the vehicle ownership experience. We are developing a technology platform that we believe will enable us to rapidly innovate and bring new products, addressing multiple use cases, to market faster than our competition and at lower cost. Our vehicle architecture and design philosophy are aimed at driving productivity and returning capital to our customers, and we believe the software and technology capabilities we are developing, packaged around a modular, customizable product, have the potential to fundamentally alter the value proposition across a vehicle’s lifecycle. We remain committed to the environment and to delivering sustainable mobility that is accessible to everyone. We proudly intend to manufacture our fully electric vehicles in Arkansas and Oklahoma, bringing advanced manufacturing and technology jobs to communities in America’s heartland. We are committed to building a diverse workforce that will draw heavily upon the local communities Copies of Native Americans and veterans. On December 21, 2020, Xxxxxxxx Capital Acquisition Corp. IV (“HCAC”) consummated the previously announced merger pursuant to that certain Merger Agreement and Plan of Reorganization, dated as of August 17, 2020 (the “Merger Agreement”), by and among HCAC, HCAC IV First Merger Sub, Ltd., an exempted company incorporated with limited liability in the Cayman Islands and a direct, a wholly owned subsidiary of HCAC (“First Merger Sub”), EV Global Holdco LLC (f/k/a HCAC IV Second Merger Sub, LLC), a Delaware limited liability company and a direct, wholly owned subsidiary of HCAC (“Second Merger Sub”), and Canoo Holdings Ltd., an exempted company incorporated with limited liability in the Cayman Islands (“Legacy Canoo”). Pursuant to the terms of the Merger Agreement, a business combination between HCAC and Legacy Canoo was effected through the merger of (a) First Merger Sub with and into Legacy Canoo, with Legacy Canoo surviving as a wholly-owned subsidiary of HCAC (Legacy Canoo, in its capacity as the surviving corporation of the merger, the “Surviving Corporation”) and (b) the Surviving Corporation with and into Second Merger Sub, with Second Merger Sub being the surviving entity, which ultimately resulted in Legacy Canoo becoming a wholly-owned direct subsidiary of HCAC (all transactions collectively, the “Business Combination”). In connection with the closing of the Business Combination, HCAC changed its name to Canoo Inc. and we became a Nasdaq-listed company. Our common stock and public warrants are listed on Nasdaq under the symbol “GOEV” and “GOEVW,” respectively. Our principal executive office is located at 00000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, and our telephone number is (000) 000-0000. Our website address is xxx.xxxxx.xxx. This website address is not intended to be an active link, and information on, or accessible through, our website is not documents incorporated by reference into in this prospectus and you should not consider prospectus, other than exhibits to those documents unless such exhibits are specially incorporated by reference in this prospectus, will be provided at no cost to each person, including any information onbeneficial owner, or that can be accessed from, our website as part who receives a copy of this prospectus on the written or any accompanying prospectus supplement.oral request of that person made to: Alibaba Group Holding Limited 26/F Tower One, Times Square 0 Xxxxxxxx Xxxxxx Causeway Bay Hong Kong Telephone: +000 0000-0000 Fax: +000 0000-0000

Incorporation of Documents by Reference. The SEC rules permit allows us to "incorporate information by reference reference" into this prospectus supplement and any applicable the accompanying prospectus supplementcertain information. This means that we can disclose important information to you by referring you to another document filed separately with those documents that contain the SECinformation. The information incorporated we incorporate by reference is considered to be a part of this prospectus supplement and any applicable prospectus supplementthe accompanying prospectus, except for and later information superseded by information contained in we file with the SEC will automatically update and supersede this prospectus or the applicable prospectus supplement itself or in any subsequently filed incorporated documentinformation. This prospectus and any applicable prospectus supplement We incorporate by reference the documents set forth listed below that we have previously filed with the SEC, other than information in such documents that is deemed to be furnished and not filed. These documents contain important information about us and our business and financial condition. Any report or information within any of the documents referenced below that is furnished, but not filed, shall not be incorporated by reference into this prospectus: • our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 1, 2022; • our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed with the SEC on May 10, 2022; and • a description of our capital stock, included as Exhibit 4.4 to the Company’s Annual Report on Form 10-K for the year ended, December 31, 2021, filed with the SEC on March 1, 2022. We also incorporate by reference any future filings made by us we make with the SEC under Sections Section 13(a), 13(c), 14 or 15(d) of the Exchange Act Act, on or after the date of this prospectus supplement (excluding any other than information "furnished" under Items 2.02 or 7.01 (or corresponding information furnished to, rather than filed with, under Item 9.01 or included as an exhibit) of any Current Report on Form 8-K or otherwise "furnished" to the SEC, unless otherwise stated) until this offering is completed: • Our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed on March 16, 2015; • Our Quarterly Report on Form 10-Q for the period ended March 31, 2015, filed on May 11, 2015; • Our Current Reports on Form 8-K filed on May 15, 2015, July 7, 2015 and July 16, 2015 (other than information "furnished" under Items 2.02 or 7.01 (or corresponding information furnished under Item 9.01 or included as an exhibit)); • Our Definitive Proxy Statement on Schedule 14A, including prior to the termination of the offering of the securities made by this prospectus. Information in such future filings updates and supplements the information provided in this prospectus. Any statements in any such future filings will automatically be deemed to modify and supersede any information in any document we previously filed with the SEC that is incorporated or deemed to be incorporated herein by reference to on April 14, 2015 (other than the extent that statements portions thereof which are furnished and not filed); and • Description of our common stock contained in the later Registration Statement on Form 8-A, declared effective on August 12, 2013 (including any amendment or report filed document modify or replace with the SEC for the purpose of updating such earlier statementsdescription). You may request a copy of these filings, at no cost, by writing to or telephoning us at the following address or telephone numberaddress: Canoo Cancer Genetics, Inc. 00000 Xxxxxxx Xxxxxx Torrance000 Xxxxx 00 Xxxxx, California 90503 Attn: Investor Relations Department Phone: (000) 000-0000 Those copies will not include exhibits0xx Floor Rutherford, unless the exhibits have specifically been incorporated by reference in this document or you specifically request them. COMPANY OVERVIEW We are a mobility technology company with a mission to bring electric vehicles (“EVs”) to everyone and provide connected services that improve the vehicle ownership experience. We are developing a technology platform that we believe will enable us to rapidly innovate and bring new products, addressing multiple use cases, to market faster than our competition and at lower cost. Our vehicle architecture and design philosophy are aimed at driving productivity and returning capital to our customers, and we believe the software and technology capabilities we are developing, packaged around a modular, customizable product, have the potential to fundamentally alter the value proposition across a vehicle’s lifecycle. We remain committed to the environment and to delivering sustainable mobility that is accessible to everyone. We proudly intend to manufacture our fully electric vehicles in Arkansas and Oklahoma, bringing advanced manufacturing and technology jobs to communities in America’s heartland. We are committed to building a diverse workforce that will draw heavily upon the local communities of Native Americans and veterans. On December 21, 2020, Xxxxxxxx Capital Acquisition Corp. IV (“HCAC”) consummated the previously announced merger pursuant to that certain Merger Agreement and Plan of Reorganization, dated as of August 17, 2020 (the “Merger Agreement”), by and among HCAC, HCAC IV First Merger Sub, Ltd., an exempted company incorporated with limited liability in the Cayman Islands and a direct, a wholly owned subsidiary of HCAC (“First Merger Sub”), EV Global Holdco LLC (f/k/a HCAC IV Second Merger Sub, LLC), a Delaware limited liability company and a direct, wholly owned subsidiary of HCAC (“Second Merger Sub”), and Canoo Holdings Ltd., an exempted company incorporated with limited liability in the Cayman Islands (“Legacy Canoo”). Pursuant to the terms of the Merger Agreement, a business combination between HCAC and Legacy Canoo was effected through the merger of (a) First Merger Sub with and into Legacy Canoo, with Legacy Canoo surviving as a wholly-owned subsidiary of HCAC (Legacy Canoo, in its capacity as the surviving corporation of the merger, the “Surviving Corporation”) and (b) the Surviving Corporation with and into Second Merger Sub, with Second Merger Sub being the surviving entity, which ultimately resulted in Legacy Canoo becoming a wholly-owned direct subsidiary of HCAC (all transactions collectively, the “Business Combination”). In connection with the closing of the Business Combination, HCAC changed its name to Canoo Inc. and we became a Nasdaq-listed company. Our common stock and public warrants are listed on Nasdaq under the symbol “GOEV” and “GOEVW,” respectively. Our principal executive office is located at 00000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, and our telephone number is NJ 07070 (000) 000-0000. Our website address is xxx.xxxxx.xxx. This website address is not intended to be an active link, and information on, or accessible through, our website is not incorporated by reference into this prospectus and you should not consider any information on, or that can be accessed from, our website as part of this prospectus or any accompanying prospectus supplement.

Incorporation of Documents by Reference. SEC rules permit We have filed a registration statement on Form S-3 with the Commission under the Securities Act. This prospectus is part of the registration statement but the registration statement includes and incorporates by reference additional information and exhibits. The Commission permits us to “incorporate by reference” the information by reference into this prospectus and any applicable prospectus supplement. This contained in documents we file with the Commission, which means that we can disclose important information to you by referring you to another document filed separately with the SECthose documents rather than by including them in this prospectus. The information Information that is incorporated by reference is considered to be part of this prospectus and any applicable prospectus supplementyou should read it with the same care that you read this prospectus. Information that we file later with the Commission will automatically update and supersede the information that is either contained, except for information superseded or incorporated by information contained reference, in this prospectus, and will be considered to be a part of this prospectus or from the applicable prospectus supplement itself or in any subsequently date those documents are filed. We have filed incorporated document. This prospectus with the Commission, and any applicable prospectus supplement incorporate by reference the documents set forth below that we have previously filed with the SEC, other than information in such documents that is deemed to be furnished and not filed. These documents contain important information about us and our business and financial condition. Any report or information within any of the documents referenced below that is furnished, but not filed, shall not be incorporated by reference into this prospectus: • our Our Annual Report on Form 10-K for the year period ended December 31, 20212020, filed with the SEC on March 1April 15, 20222021; • our Quarterly Report Reports on Form 10-Q for the quarter quarters ended March 31, 20222021 and June 30, 2021; • Current Reports on Form 8-K filed with the SEC on May 10, 2022; and • a description of our capital stock, included as Exhibit 4.4 to the Company’s Annual Report on Form 10-K for the year ended, December 31January 4, 2021, January 19, 2021, January 25, 2021, February 17, 2021, March 5, 2021, June 4, 2021, June 15, 2021, June 23, 2021, July 6, 2021, August 13, 2021 and September 15, 2021; • Our Definitive Proxy Statements filed with the SEC on March 1each of June 7, 20222021 and June 16, 2021, and • The description of our common stock contained in our Form 8-A filed with the SEC on January 30, 1997. We also incorporate by reference any future filings made by us all additional documents that we file with the SEC Securities and Exchange Commission under the terms of Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding any information furnished to, rather than filed with, that are made after the SEC), including prior to initial filing date of the termination registration statement of which this prospectus is a part until the offering of the particular securities made covered by a prospectus supplement or term sheet has been completed. We are not, however, incorporating, in each case, any documents or information that we are deemed to furnish and not file in accordance with Securities and Exchange Commission rules. We will provide you, without charge upon written or oral request, a copy of any and all of the information that has been incorporated by reference in this prospectus and that has not been delivered with this prospectus. Information in such future filings updates and supplements the information provided in this prospectus. Any statements in any such future filings will automatically Requests should be deemed directed to modify and supersede any information in any document we previously filed with the SEC that is incorporated or deemed to be incorporated herein by reference to the extent that statements in the later filed document modify or replace such earlier statements. You may request a copy of these filingsXxxx Global Holdings, at no costInc., by writing or telephoning us at the following address or telephone number: Canoo Inc. 00000 Xxxxxxx Xxxxxx TorranceXxxxxxxx Xxxxxxxxx Xxxxxxx, California 90503 Attn: Investor Relations Department PhoneXxxxx 000, Xxx Xxxxx, XX 00000; Tel.: (000) 000-0000 Those copies will not include exhibits0000; Attention: Xx. Xxxxxx X. (Xxxx) Xxxx III, unless the exhibits have specifically been incorporated by reference in this document or you specifically request themExecutive Chairman. COMPANY OVERVIEW We are a mobility technology company with a mission 49 Up to bring electric vehicles (“EVs”) to everyone and provide connected services that improve the vehicle ownership experience. We are developing a technology platform that we believe will enable us to rapidly innovate and bring new products$200,000,000 BitNile Holdings, addressing multiple use cases, to market faster than our competition and at lower cost. Our vehicle architecture and design philosophy are aimed at driving productivity and returning capital to our customers, and we believe the software and technology capabilities we are developing, packaged around a modular, customizable product, have the potential to fundamentally alter the value proposition across a vehicle’s lifecycle. We remain committed to the environment and to delivering sustainable mobility that is accessible to everyone. We proudly intend to manufacture our fully electric vehicles in Arkansas and Oklahoma, bringing advanced manufacturing and technology jobs to communities in America’s heartland. We are committed to building a diverse workforce that will draw heavily upon the local communities Inc. Shares of Native Americans and veterans. On December 21, 2020, Xxxxxxxx Capital Acquisition Corp. IV (“HCAC”) consummated the previously announced merger pursuant to that certain Merger Agreement and Plan of Reorganization, dated as of August 17, 2020 (the “Merger Agreement”), by and among HCAC, HCAC IV First Merger Sub, Ltd., an exempted company incorporated with limited liability in the Cayman Islands and a direct, a wholly owned subsidiary of HCAC (“First Merger Sub”), EV Global Holdco LLC (f/k/a HCAC IV Second Merger Sub, LLC), a Delaware limited liability company and a direct, wholly owned subsidiary of HCAC (“Second Merger Sub”), and Canoo Holdings Ltd., an exempted company incorporated with limited liability in the Cayman Islands (“Legacy Canoo”). Pursuant to the terms of the Merger Agreement, a business combination between HCAC and Legacy Canoo was effected through the merger of (a) First Merger Sub with and into Legacy Canoo, with Legacy Canoo surviving as a wholly-owned subsidiary of HCAC (Legacy Canoo, in its capacity as the surviving corporation of the merger, the “Surviving Corporation”) and (b) the Surviving Corporation with and into Second Merger Sub, with Second Merger Sub being the surviving entity, which ultimately resulted in Legacy Canoo becoming a wholly-owned direct subsidiary of HCAC (all transactions collectively, the “Business Combination”). In connection with the closing of the Business Combination, HCAC changed its name to Canoo Inc. and we became a Nasdaq-listed company. Our common stock and public warrants are listed on Nasdaq under the symbol “GOEV” and “GOEVW,” respectively. Our principal executive office is located at 00000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, and our telephone number is (000) 000-0000. Our website address is xxx.xxxxx.xxx. This website address is not intended to be an active link, and information on, or accessible through, our website is not incorporated by reference into this prospectus and you should not consider any information on, or that can be accessed from, our website as part of this prospectus or any accompanying prospectus supplement.Common Stock PROSPECTUS SUPPLEMENT

Incorporation of Documents by Reference. The SEC rules permit allows us to “incorporate by reference” information that we file with them. Incorporation by reference into this prospectus and any applicable prospectus supplement. This means that we can allows us to disclose important information to you by referring you to another document filed separately with the SECthose other documents. The information incorporated by reference is considered to be an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We filed a registration statement on Form S-3 under the Securities Act of 1933, as amended, with the SEC with respect to the securities we may offer pursuant to this prospectus. This prospectus and any applicable prospectus supplement, except for information superseded by omits certain information contained in this prospectus or the applicable prospectus supplement itself or in any subsequently filed incorporated document. This prospectus and any applicable prospectus supplement incorporate registration statement, as permitted by reference the documents set forth below that we have previously filed with the SEC. You should refer to the registration statement, other than information in such documents that is deemed to be furnished and not filed. These documents contain important including the exhibits, for further information about us and our business and financial conditionthe securities we may offer pursuant to this prospectus. Any report Statements in this prospectus regarding the provisions of certain documents filed with, or information within any of the documents referenced below that is furnished, but not filed, shall not be incorporated by reference into this prospectusin, the registration statement are not necessarily complete and each statement is qualified in all respects by that reference. Copies of all or any part of the registration statement, including the documents incorporated by reference or the exhibits, may be obtained upon payment of the prescribed rates at the offices of the SEC listed above in “Where You Can Find More Information.” The documents we are incorporating by reference are: • ∎ our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, 2016 that we filed with the SEC on March 127, 20222017; • ∎ the portions of our definitive proxy statement on Schedule 14A filed on April 21, 2017 that are deemed “filed” with the SEC under the Exchange Act; ∎ our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2022, 2017 that we filed with the SEC on May 1011, 2022; and • a description of 2017, our capital stock, included as Exhibit 4.4 to the Company’s Annual Quarterly Report on Form 10-K Q for the year endedfiscal quarter ended June 30, December 31, 2021, 2017 that we filed with the SEC on March 1August 21, 2022. We also incorporate by reference any future filings made by us 2017 and our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2017 that we filed with the SEC under on November 14, 2017; ∎ our Current Reports on Form 8-K that we filed with the SEC on January 27, 2017, February 10, 2017, May 18, 2017, May 23, 2017, May 24, 2017, June 15, 2017, September 28, 2017, October 13, 2017, January 4, 2018, January 24, 2018 and January 25, 2018; ∎ the description of our common stock contained in our Registration Statement on Form 8-A filed with the SEC on May 8, 2007, including any amendment or report filed for the purpose of updating such description; and ∎ all reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 or and 15(d) of the Exchange Act (excluding any information furnished to, rather than filed with, after the SEC), including date of this prospectus and prior to the termination or completion of the offering of securities under this prospectus shall be deemed to be incorporated by reference in this prospectus and to be a part hereof from the securities made date of filing such reports and other documents. The SEC file number for each of the documents listed above is 001-33451. In addition, all reports and other documents filed by this prospectus. Information in such future filings updates us pursuant to the Exchange Act after the date of the initial registration statement and supplements prior to effectiveness of the information provided in registration statement shall be deemed to be incorporated by reference into this prospectus. Any statements statement contained in any such future filings will automatically be deemed to modify and supersede any information this prospectus or in any a document we previously filed with the SEC that is incorporated or deemed to be incorporated herein by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that statements a statement contained in the later this prospectus or any other subsequently filed document modify that is deemed to be incorporated by reference into this prospectus modifies or replace such earlier statementssupersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You may request request, orally or in writing, a copy of these filings, any or all of the documents incorporated herein by reference. These documents will be provided to you at no cost, by writing or telephoning us at the following address or telephone numbercontacting: Canoo Albireo Pharma, Inc. 00 Xxxx Xxxxxx Xxxxxx, Xxxxx 000 Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 Xxxxxxx Xxxxxx Torrance, California 90503 Attn: Investor Relations Department Phone: (000) 000-0000 Those copies will not include exhibitsYou may also access these documents on our website, unless the exhibits have specifically been incorporated by reference in this document or you specifically request themxxxx://xxx.xxxxxxxxxxxxx.xxx. COMPANY OVERVIEW We are a mobility technology company with a mission to bring electric vehicles (“EVs”) to everyone and provide connected services that improve the vehicle ownership experience. We are developing a technology platform that we believe will enable us to rapidly innovate and bring new products, addressing multiple use cases, to market faster than our competition and at lower cost. Our vehicle architecture and design philosophy are aimed at driving productivity and returning capital to our customers, and we believe the software and technology capabilities we are developing, packaged around a modular, customizable product, have the potential to fundamentally alter the value proposition across a vehicle’s lifecycle. We remain committed to the environment and to delivering sustainable mobility that is accessible to everyone. We proudly intend to manufacture our fully electric vehicles in Arkansas and Oklahoma, bringing advanced manufacturing and technology jobs to communities in America’s heartland. We are committed to building a diverse workforce that will draw heavily upon the local communities of Native Americans and veterans. On December 21, 2020, Xxxxxxxx Capital Acquisition Corp. IV (“HCAC”) consummated the previously announced merger pursuant to that certain Merger Agreement and Plan of Reorganization, dated as of August 17, 2020 (the “Merger Agreement”), by and among HCAC, HCAC IV First Merger Sub, Ltd., an exempted company incorporated with limited liability in the Cayman Islands and a direct, a wholly owned subsidiary of HCAC (“First Merger Sub”), EV Global Holdco LLC (f/k/a HCAC IV Second Merger Sub, LLC), a Delaware limited liability company and a direct, wholly owned subsidiary of HCAC (“Second Merger Sub”), and Canoo Holdings Ltd., an exempted company incorporated with limited liability in the Cayman Islands (“Legacy Canoo”). Pursuant to the terms of the Merger Agreement, a business combination between HCAC and Legacy Canoo was effected through the merger of (a) First Merger Sub with and into Legacy Canoo, with Legacy Canoo surviving as a wholly-owned subsidiary of HCAC (Legacy Canoo, in its capacity as the surviving corporation of the merger, the “Surviving Corporation”) and (b) the Surviving Corporation with and into Second Merger Sub, with Second Merger Sub being the surviving entity, which ultimately resulted in Legacy Canoo becoming a wholly-owned direct subsidiary of HCAC (all transactions collectively, the “Business Combination”). In connection with the closing of the Business Combination, HCAC changed its name to Canoo Inc. and we became a Nasdaq-listed company. Our common stock and public warrants are listed on Nasdaq under the symbol “GOEV” and “GOEVW,” respectively. Our principal executive office is located at 00000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, and our telephone number is (000) 000-0000. Our website address is xxx.xxxxx.xxx. This website address is not intended to be an active link, and The information on, or accessible through, our website is not incorporated by reference into this prospectus and you should not consider any information contained on, or that can be accessed fromthrough, our website as 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 and any prospectus supplement. 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 accompanying prospectus supplementjurisdiction 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.

Incorporation of Documents by Reference. SEC rules permit us Xxxxx Beauty is “incorporating by reference” in this Offer to incorporate Purchase information by reference into this prospectus and any applicable prospectus supplement. This that our parent company, Xxxxx Beauty Holdings, Inc. (“SBH”), files with the SEC, which means that we can disclose Xxxxx Beauty is disclosing important information to you by referring you to another document filed separately with the SECthose documents. The information incorporated by reference is considered to be part of this prospectus and Offer to Purchase. If any applicable prospectus supplement, except for information superseded by information contained statement in this prospectus Offer to Purchase or the applicable prospectus supplement itself or in any subsequently filed document incorporated document. This prospectus and any applicable prospectus supplement incorporate by reference is inconsistent with a statement in another document having a later date, the documents set forth below that we have previously filed with statement in the SEC, other than information in such documents that is deemed to be furnished and not filed. These documents contain important information about us and our business and financial conditiondocument having the later date modifies or supersedes the earlier statement. Any report statement so modified or information within any of the documents referenced below that is furnished, but not filed, superseded shall not be incorporated deemed to constitute a part of this Offer to Purchase, except as so modified or superseded. We incorporate by reference into this prospectus: • our Annual Report on Form 10-K for Offer to Purchase the year ended December 31, 2021, filed documents listed below and all documents SBH subsequently files with the SEC on March 1, 2022; • our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed with the SEC on May 10, 2022; and • a description of our capital stock, included as Exhibit 4.4 pursuant to the Company’s Annual Report on Form 10-K for the year ended, December 31, 2021, filed with the SEC on March 1, 2022. We also incorporate by reference 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 (excluding any information furnished to, rather than filed with, the SEC“Exchange Act”), including prior after the date of this Offer to Purchase until the termination of the offering of the securities made by this prospectus. Information in such future filings updates and supplements the Offers are completed (other than documents or information provided in this prospectus. Any statements in any such future filings will automatically be deemed to modify have been furnished and supersede any information not filed in any document we previously accordance with SEC rules):  SBH’s annual report on Form 10-K for the year ended September 30, 2018, filed with the SEC that is incorporated on November 14, 2018;  SBH’s quarterly report on Form 10-Q for the quarter ended December 31, 2018, filed with the SEC on February 5, 2019;  the information responsive to Part III of Form 10-K for the fiscal year ended September 30, 2018 provided in SBH’s Proxy Statement on Schedule 14A filed on December 19, 2018; and  SBH’s current reports on Form 8-K filed with the SEC on January 31, 2019, January 31, 2019, and February 1, 2019. We will provide, without charge, upon written or deemed to be incorporated herein by reference to the extent that statements in the later filed document modify or replace such earlier statements. You may request oral request, a copy of these filingsany or all of the documents that are incorporated by reference into this Offer to Purchase, at no costexcluding any exhibits to those documents unless the exhibit is specifically incorporated by reference as an exhibit to this document. You should direct requests for documents to: Xxxxx Beauty Holdings, by writing or telephoning us at the following address or telephone number: Canoo Inc. 00000 Xxxxxxx Xxxxxx Torrance0000 Xxxxxxxx Xxxxxxxxx Denton, California 90503 AttnTexas 76201 Attention: Investor Relations Department PhoneTelephone: (000) 000-0000 Those copies will No person has been authorized to give any information or to make any representation not include exhibits, unless the exhibits have specifically been contained or incorporated by reference in this document Offer to Purchase and, if given or you specifically request themmade, such information or representation may not be relied upon as having been authorized by Xxxxx Xxxxxx, the Dealer Manager, the Tender Agent or the Information Agent. COMPANY OVERVIEW We are a mobility technology company with a mission You should rely only on the information contained or incorporated by reference into this Offer to bring electric vehicles (“EVs”) Purchase or to everyone and provide connected services that improve the vehicle ownership experiencewhich we have referred you. We are developing a technology platform that we believe will enable us have not authorized any person to rapidly innovate provide you with different information or to make any representation not contained in this Offer to Purchase. ABOUT XXXXX BEAUTY Xxxxx Beauty Holdings, Inc. (NYSE: SBH) is an international specialty retailer and bring new productsdistributor of professional beauty supplies with revenues of approximately $3.9 billion annually. Through the Xxxxx Beauty Supply and Beauty Systems Group businesses, addressing multiple use casesthe Company sells and distributes through 5,129 stores, to market faster than our competition and at lower cost. Our vehicle architecture and design philosophy are aimed at driving productivity and returning capital to our customersincluding 180 franchised units, and we believe has operations throughout the software United States, Puerto Rico, Canada, Mexico, Chile, Peru, the United Kingdom, Ireland, Belgium, France, the Netherlands, Spain and technology capabilities we are developingGermany. Xxxxx Beauty Supply stores offer up to 8,000 products for hair color, packaged around a modularhair care, customizable productskin care, have and nails through proprietary brands such as Ion®, Generic Value Products®, Beyond the potential Zone® and Silk Elements® as well as professional lines such as Wella®, Clairol®, OPI®, Conair® and Hot Shot Tools®. Beauty Systems Group stores, branded as CosmoProf or Xxxxxxxxx XxXxxx stores, along with its outside sales consultants, sell up to fundamentally alter the value proposition across a vehicle’s lifecycle10,500 professionally branded products including Xxxx Xxxxxxxx®, Wella®, Matrix®, Schwarzkopf®, Kenra®, Goldwell®, Joico® and CHI®, intended for use in salons and for resale by salons to retail consumers. We remain committed to the environment and to delivering sustainable mobility that Xxxxx Holdings LLC is accessible to everyone. We proudly intend to manufacture our fully electric vehicles in Arkansas and Oklahoma, bringing advanced manufacturing and technology jobs to communities in America’s heartland. We are committed to building a diverse workforce that will draw heavily upon the local communities of Native Americans and veterans. On December 21, 2020, Xxxxxxxx Capital Acquisition Corp. IV (“HCAC”) consummated the previously announced merger pursuant to that certain Merger Agreement and Plan of Reorganization, dated as of August 17, 2020 (the “Merger Agreement”), by and among HCAC, HCAC IV First Merger Sub, Ltd., an exempted company incorporated with limited liability in the Cayman Islands and a direct, a wholly owned subsidiary of HCAC (“First Merger Sub”), EV Global Holdco LLC (f/k/a HCAC IV Second Merger Sub, LLC), a Delaware limited liability company and a direct, wholly owned subsidiary of HCAC (“Second Merger Sub”), and Canoo Holdings Ltd., an exempted company incorporated with limited liability formed in the Cayman Islands (“Legacy Canoo”)2006. Pursuant to the terms of the Merger AgreementXxxxx Capital Inc., a business combination between HCAC and Legacy Canoo was effected through the merger of (a) First Merger Sub with and into Legacy CanooDelaware corporation incorporated in 2006, with Legacy Canoo surviving as is a wholly-owned subsidiary of HCAC (Legacy Canoo, in its capacity as the surviving corporation of the merger, the “Surviving Corporation”) and (b) the Surviving Corporation with and into Second Merger Sub, with Second Merger Sub being the surviving entity, which ultimately resulted in Legacy Canoo becoming a wholly-owned direct subsidiary of HCAC (all transactions collectively, the “Business Combination”). In connection with the closing of the Business Combination, HCAC changed its name to Canoo Inc. and we became a Nasdaq-listed company. Our common stock and public warrants are listed on Nasdaq under the symbol “GOEV” and “GOEVW,” respectivelyXxxxx Holdings LLC. Our principal executive office is offices are located at 00000 Xxxxxxx 0000 Xxxxxxxx Xxxxxxxxx, Xxxxxx, Xxxxxxxx, Xxxxxxxxxx Xxxxx 00000, and our telephone number is (000) 000-0000. Our website address is xxx.xxxxx.xxx. This website address is not intended to be an active link, and information on, or accessible through, our website is not incorporated by reference into this prospectus and you should not consider any information on, or that can be accessed from, at xxx.xxxxxxxxxxxxxxxxxxx.xxx. The contents of our website as are not part of this prospectus or any accompanying prospectus supplementOffer to Purchase. For more information on Xxxxx Beauty, see “Incorporation of Documents by Reference.”

Incorporation of Documents by Reference. The SEC rules permit allows us to “incorporate by reference” information that we file with them. Incorporation by reference into this prospectus and any applicable prospectus supplement. This means that we can allows us to disclose important information to you by referring you to another document filed separately with the SECthose other documents. The information incorporated by reference is considered to be an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We filed a registration statement on Form S-3 under the Securities Act with the SEC with respect to the securities we may offer pursuant to this prospectus. This prospectus and any applicable prospectus supplement, except for information superseded by omits certain information contained in this prospectus or the applicable prospectus supplement itself or in any subsequently filed incorporated document. This prospectus and any applicable prospectus supplement incorporate registration statement, as permitted by reference the documents set forth below that we have previously filed with the SEC. You should refer to the registration statement, other than information in such documents that is deemed to be furnished and not filed. These documents contain important including the exhibits, for further information about us and our business and financial conditionthe securities we may offer pursuant to this prospectus. Any report Statements in this prospectus regarding the provisions of certain documents filed with, or information within any of the documents referenced below that is furnished, but not filed, shall not be incorporated by reference into this prospectusin, the registration statement are not necessarily complete and each statement is qualified in all respects by that reference. Copies of all or any part of the registration statement, including the documents incorporated by reference or the exhibits, are available at the SEC’s website at xxxx://xxx.xxx.xxx. The documents we are incorporating by reference are: • our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, 2018 that we filed with the SEC on March 1February 27, 20222019; • the portions of our definitive proxy statement on Schedule 14A that we filed with the SEC on April 30, 2019 that are deemed “filed” with the SEC under the Exchange Act; • our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2022, 2019 that we filed with the SEC on May 108, 2022; 2019 and • a description of our capital stock, included as Exhibit 4.4 to the Company’s Annual Quarterly Report on Form 10-K Q for the year endedfiscal quarter ended June 30, December 31, 2021, 2019 that we filed with the SEC on March 1August 7, 2022. We also incorporate by reference any future filings made by us 2019; • our Current Reports on Form 8-K that we filed with the SEC on February 27, 2019, May 8, 2019, June 26, 2019, July 8, 2019, July 24, 2019, August 5, 2019, August 7, 2019 and September 10, 2019 (except for the information furnished under Items 2.02 or 7.01 and the exhibits furnished thereto); • the description of our common stock contained in our Registration Statement on Form 8-A that we filed with the SEC on January 24, 2014, including any amendment or report filed for the purpose of updating such description; and • all reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 or and 15(d) of the Exchange Act (excluding any information furnished to, rather than filed with, after the SEC), including date of this prospectus and prior to the termination or completion of the offering of securities under this prospectus shall be deemed to be incorporated by reference in this prospectus and to be a part hereof from the securities made date of filing such reports and other documents. The SEC file number for each of the documents listed above is 001-36274. In addition, all reports and other documents filed by this prospectus. Information in such future filings updates us pursuant to the Exchange Act after the date of the initial registration statement and supplements prior to effectiveness of the information provided in registration statement shall be deemed to be incorporated by reference into this prospectus. Any statements statement contained in any such future filings will automatically be deemed to modify and supersede any information this prospectus or in any a document we previously filed with the SEC that is incorporated or deemed to be incorporated herein by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that statements a statement contained in the later this prospectus or any other subsequently filed document modify that is deemed to be incorporated by reference into this prospectus modifies or replace such earlier statementssupersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You may request request, orally or in writing, a copy of these filings, any or all of the documents incorporated herein by reference. These documents will be provided to you at no cost, by writing or telephoning us at the following address or telephone numbercontacting: Canoo Intra-Cellular Therapies, Inc. 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxxx Xxxxxx Torrance, California 90503 AttnAttention: Investor Relations Department PhoneTelephone: (000) 000-0000 Those copies will not include exhibitsYou may also access these documents on our website, unless the exhibits have specifically been incorporated by reference in this document or you specifically request themxxxx://xxx.xxxxxxxxxxxxxxxxxxxxxx.xxx. COMPANY OVERVIEW We are a mobility technology company with a mission to bring electric vehicles (“EVs”) to everyone and provide connected services that improve the vehicle ownership experience. We are developing a technology platform that we believe will enable us to rapidly innovate and bring new products, addressing multiple use cases, to market faster than our competition and at lower cost. Our vehicle architecture and design philosophy are aimed at driving productivity and returning capital to our customers, and we believe the software and technology capabilities we are developing, packaged around a modular, customizable product, have the potential to fundamentally alter the value proposition across a vehicle’s lifecycle. We remain committed to the environment and to delivering sustainable mobility that is accessible to everyone. We proudly intend to manufacture our fully electric vehicles in Arkansas and Oklahoma, bringing advanced manufacturing and technology jobs to communities in America’s heartland. We are committed to building a diverse workforce that will draw heavily upon the local communities of Native Americans and veterans. On December 21, 2020, Xxxxxxxx Capital Acquisition Corp. IV (“HCAC”) consummated the previously announced merger pursuant to that certain Merger Agreement and Plan of Reorganization, dated as of August 17, 2020 (the “Merger Agreement”), by and among HCAC, HCAC IV First Merger Sub, Ltd., an exempted company incorporated with limited liability in the Cayman Islands and a direct, a wholly owned subsidiary of HCAC (“First Merger Sub”), EV Global Holdco LLC (f/k/a HCAC IV Second Merger Sub, LLC), a Delaware limited liability company and a direct, wholly owned subsidiary of HCAC (“Second Merger Sub”), and Canoo Holdings Ltd., an exempted company incorporated with limited liability in the Cayman Islands (“Legacy Canoo”). Pursuant to the terms of the Merger Agreement, a business combination between HCAC and Legacy Canoo was effected through the merger of (a) First Merger Sub with and into Legacy Canoo, with Legacy Canoo surviving as a wholly-owned subsidiary of HCAC (Legacy Canoo, in its capacity as the surviving corporation of the merger, the “Surviving Corporation”) and (b) the Surviving Corporation with and into Second Merger Sub, with Second Merger Sub being the surviving entity, which ultimately resulted in Legacy Canoo becoming a wholly-owned direct subsidiary of HCAC (all transactions collectively, the “Business Combination”). In connection with the closing of the Business Combination, HCAC changed its name to Canoo Inc. and we became a Nasdaq-listed company. Our common stock and public warrants are listed on Nasdaq under the symbol “GOEV” and “GOEVW,” respectively. Our principal executive office is located at 00000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, and our telephone number is (000) 000-0000. Our website address is xxx.xxxxx.xxx. This website address is not intended to be an active link, and The information on, or accessible through, our website is not incorporated by reference into this prospectus and you should not consider any information contained on, or that can be accessed fromthrough, our website as 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 and any prospectus supplement. 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 accompanying prospectus supplement.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. INTRA-CELLULAR THERAPIES, INC. $75,000,000 Common Stock PROSPECTUS SVB Leerink

Incorporation of Documents by Reference. The SEC rules permit allows us to “incorporate by reference” information into this prospectus. Incorporation by reference into this prospectus and any applicable prospectus supplement. This means that we can allows us to disclose important information to you by referring you to another document filed separately with the SECthose other documents. The information incorporated by reference is considered to be an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. Any statement contained in a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus and any applicable prospectus supplement, except for information superseded by information to the extent that a statement contained in this prospectus modifies or the applicable prospectus supplement itself or in any subsequently filed incorporated documentreplaces that statement. This prospectus and any applicable accompanying prospectus supplement incorporate by reference the documents set forth below that we have previously been filed with the SEC: • Our Annual Report on F orm 20-F for the fiscal year ended September 30, other than information in such documents that is deemed 2018, filed with the SEC on November 23, 2018; • Our Transition Report on F orm 20-F for the transition period from October 1, 2018 to be December 31, 2018, filed with the SEC on February 25, 2019; • Our Report on Form 6-K furnished to the SEC on D ecember 4, 2018, including exhibits 99.1 and not filed. These documents contain important information about us 99.2 thereto, our Report on Form 6-K furnished to the SEC on M arch 27, 2019, including exhibit 99.1 thereto, our Report on Form 6-K furnished to the SEC on A pril 2, 2019, including exhibit 99.1 thereto, and our business Report on Form 6-K furnished to the SEC on M thereto; and financial condition. Any report or information within any ay 14, 2019, including exhibits 99.1 and 99.2 • The description of our ordinary shares and ADSs contained in our Registration Statement on F orm 8-A, as filed with the SEC under Section 12(b) of the documents referenced below Exchange Act on June 19, 2018, including any amendment or report filed for the purpose of updating such description (File No. 001-38547). We are also incorporating by reference all subsequent Annual Reports on Form 20-F that is furnished, but not filed, shall not be we file with the SEC and certain reports on Form 6-K that we furnish to the SEC after the date of this prospectus (if they state that they are incorporated by reference into this prospectus: • our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 1, 2022; • our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed with the SEC on May 10, 2022; and • a description of our capital stock, included as Exhibit 4.4 to the Company’s Annual Report on Form 10-K for the year ended, December 31, 2021, filed with the SEC on March 1, 2022. We also incorporate by reference any future filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding any information furnished to, rather than filed with, the SEC), including prior to the termination of the offering of securities under this Registration Statement. In all cases, you should rely on the securities made by this prospectus. Information in such future filings updates and supplements the later information provided over different information included in this prospectusprospectus or any accompanying prospectus supplement. Any statements Unless expressly incorporated by reference, nothing in any such future filings will automatically this prospectus shall be deemed to modify and supersede any information in any document we previously filed with the SEC that is incorporated or deemed to be incorporated herein incorporate by reference to information furnished to, but not filed with, the extent that statements in the later filed document modify or replace such earlier statementsSEC. You may request a copy Copies of these filings, at no cost, by writing or telephoning us at the following address or telephone number: Canoo Inc. 00000 Xxxxxxx Xxxxxx Torrance, California 90503 Attn: Investor Relations Department Phone: (000) 000-0000 Those copies will not include exhibits, unless the exhibits have specifically been all documents incorporated by reference in this document or you prospectus, other than exhibits to those documents unless such exhibits are specifically request them. COMPANY OVERVIEW We are a mobility technology company with a mission to bring electric vehicles (“EVs”) to everyone and provide connected services that improve the vehicle ownership experience. We are developing a technology platform that we believe will enable us to rapidly innovate and bring new products, addressing multiple use cases, to market faster than our competition and at lower cost. Our vehicle architecture and design philosophy are aimed at driving productivity and returning capital to our customers, and we believe the software and technology capabilities we are developing, packaged around a modular, customizable product, have the potential to fundamentally alter the value proposition across a vehicle’s lifecycle. We remain committed to the environment and to delivering sustainable mobility that is accessible to everyone. We proudly intend to manufacture our fully electric vehicles in Arkansas and Oklahoma, bringing advanced manufacturing and technology jobs to communities in America’s heartland. We are committed to building a diverse workforce that will draw heavily upon the local communities of Native Americans and veterans. On December 21, 2020, Xxxxxxxx Capital Acquisition Corp. IV (“HCAC”) consummated the previously announced merger pursuant to that certain Merger Agreement and Plan of Reorganization, dated as of August 17, 2020 (the “Merger Agreement”), by and among HCAC, HCAC IV First Merger Sub, Ltd., an exempted company incorporated with limited liability in the Cayman Islands and a direct, a wholly owned subsidiary of HCAC (“First Merger Sub”), EV Global Holdco LLC (f/k/a HCAC IV Second Merger Sub, LLC), a Delaware limited liability company and a direct, wholly owned subsidiary of HCAC (“Second Merger Sub”), and Canoo Holdings Ltd., an exempted company incorporated with limited liability in the Cayman Islands (“Legacy Canoo”). Pursuant to the terms of the Merger Agreement, a business combination between HCAC and Legacy Canoo was effected through the merger of (a) First Merger Sub with and into Legacy Canoo, with Legacy Canoo surviving as a wholly-owned subsidiary of HCAC (Legacy Canoo, in its capacity as the surviving corporation of the merger, the “Surviving Corporation”) and (b) the Surviving Corporation with and into Second Merger Sub, with Second Merger Sub being the surviving entity, which ultimately resulted in Legacy Canoo becoming a wholly-owned direct subsidiary of HCAC (all transactions collectively, the “Business Combination”). In connection with the closing of the Business Combination, HCAC changed its name to Canoo Inc. and we became a Nasdaq-listed company. Our common stock and public warrants are listed on Nasdaq under the symbol “GOEV” and “GOEVW,” respectively. Our principal executive office is located at 00000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, and our telephone number is (000) 000-0000. Our website address is xxx.xxxxx.xxx. This website address is not intended to be an active link, and information on, or accessible through, our website is not incorporated by reference into in this prospectus, will be provided at no cost to each person, including any beneficial owner, who receives a copy of this prospectus and you should not consider any on the written or oral request of that person made to: Autolus Therapeutics plc 00 Xxxx Xxxx White City London W12 7RZ United Kingdom +00 00 00000000 You may also access these documents on our website, xxx.xxxxxxx.xxx. The information contained on, or that can be accessed fromthrough, our website as 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 accompanying prospectus supplementjurisdiction 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.

Incorporation of Documents by Reference. The SEC rules permit allows us to incorporate information by reference into this prospectus and any applicable prospectus supplement. This the information we file with it, which means that we can disclose important information to you by referring you to another document that we have filed separately with the SEC. The You should read the information incorporated by reference because it is considered to be an important part of this prospectus and any applicable prospectus supplement, except for information superseded by information contained prospectus. Information in this prospectus or supersedes information incorporated by reference that we filed with the applicable prospectus supplement itself or SEC prior to the date of this prospectus, while information that we file later with the SEC will automatically update and supersede the information in any subsequently filed incorporated documentthis prospectus. This prospectus and any applicable prospectus supplement We incorporate by reference into this prospectus and the registration statement of which this prospectus is a part the information and documents set forth listed below that we have previously filed with the SECSEC (Commission File No. 000-55866): · our Quarterly Report on Form 10-Q for the quarter ended September 30, other than information in such documents that is deemed to be furnished and not filed. These documents contain important information about us and 2019, filed with the SEC on November 12, 2019; · our business and financial condition. Any report or information within any Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed with the SEC on August 8, 2019; · our Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, filed with the SEC on May 10, 2019; · our Information Statement regarding our Annual Meeting of Stockholders on June 27, 2019, on DEF14C, filed with the documents referenced below that is furnishedSEC on May 22, but not filed, shall not be incorporated by reference into this prospectus: • 2019; · our Annual Report on Form 10-K for the year ended December 31, 20212018, filed with the SEC on March 1February 26, 20222019; • · our Quarterly Report Current Reports on Form 108-Q for the quarter ended March 31, 2022K, filed with the SEC on May 10June 27, 20222019, June 5, 2018, and July 2, 2018, to the extent the information in such reports is filed and not furnished; and • a · the description of our capital stock, included as Exhibit 4.4 to the Company’s Annual Report Common Stock contained in our Registration Statement on Form 108-K for A, registering our Common Stock under Section 12(b) under the year ended, December 31, 2021Exchange Act, filed with the SEC on March 1September 30, 20222019, as supplemented by the "Description of Capital Stock" beginning on page 5 of this prospectus and including any amendments or reports filed for the purpose of updating such description. We also incorporate by reference any future filings (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items unless such Form 8-K expressly provides to the contrary) made by us with the SEC under pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding any information furnished to, rather than filed with, the SEC)Act, including those made after the date of the initial filing of the registration statement of which this prospectus is a part and prior to effectiveness of such registration statement, until we file a post-effective amendment that indicates the termination of the offering of the securities common stock made by this prospectusprospectus and will become a part of this prospectus from the date that such documents are filed with the SEC. Information in such future filings updates and supplements the information provided in this prospectus. Any statements in any such future filings will automatically be deemed to modify and supersede any information in any document we previously filed with the SEC that is incorporated or deemed to be incorporated herein by reference to the extent that statements in the later filed document modify or replace such earlier statements. You may request We will furnish without charge to each person, including any beneficial owner, to whom a prospectus is delivered, upon written or oral request, a copy of these filings, at no cost, by writing any or telephoning us at all of the following address or telephone number: Canoo Inc. 00000 Xxxxxxx Xxxxxx Torrance, California 90503 Attn: Investor Relations Department Phone: (000) 000-0000 Those copies will not include exhibits, unless the exhibits have specifically been documents incorporated by reference in into this document or you specifically request them. COMPANY OVERVIEW We are a mobility technology company with a mission to bring electric vehicles (“EVs”) to everyone and provide connected services that improve the vehicle ownership experience. We are developing a technology platform that we believe will enable us to rapidly innovate and bring new products, addressing multiple use cases, to market faster than our competition and at lower cost. Our vehicle architecture and design philosophy are aimed at driving productivity and returning capital to our customers, and we believe the software and technology capabilities we are developing, packaged around a modular, customizable product, have the potential to fundamentally alter the value proposition across a vehicle’s lifecycle. We remain committed to the environment and to delivering sustainable mobility that is accessible to everyone. We proudly intend to manufacture our fully electric vehicles in Arkansas and Oklahoma, bringing advanced manufacturing and technology jobs to communities in America’s heartland. We are committed to building a diverse workforce that will draw heavily upon the local communities of Native Americans and veterans. On December 21, 2020, Xxxxxxxx Capital Acquisition Corp. IV (“HCAC”) consummated the previously announced merger pursuant to that certain Merger Agreement and Plan of Reorganization, dated as of August 17, 2020 (the “Merger Agreement”), by and among HCAC, HCAC IV First Merger Sub, Ltd., an exempted company incorporated with limited liability in the Cayman Islands and a direct, a wholly owned subsidiary of HCAC (“First Merger Sub”), EV Global Holdco LLC (f/k/a HCAC IV Second Merger Sub, LLC), a Delaware limited liability company and a direct, wholly owned subsidiary of HCAC (“Second Merger Sub”), and Canoo Holdings Ltd., an exempted company incorporated with limited liability in the Cayman Islands (“Legacy Canoo”). Pursuant to the terms of the Merger Agreement, a business combination between HCAC and Legacy Canoo was effected through the merger of (a) First Merger Sub with and into Legacy Canoo, with Legacy Canoo surviving as a wholly-owned subsidiary of HCAC (Legacy Canoo, in its capacity as the surviving corporation of the merger, the “Surviving Corporation”) and (b) the Surviving Corporation with and into Second Merger Sub, with Second Merger Sub being the surviving entity, which ultimately resulted in Legacy Canoo becoming a wholly-owned direct subsidiary of HCAC (all transactions collectively, the “Business Combination”). In connection prospectus but not delivered with the closing of the Business Combinationprospectus, HCAC changed its name including exhibits that are specifically incorporated by reference into such documents. You should direct any requests for documents to Canoo Inc. and we became a Nasdaq-listed company. Our common stock and public warrants are listed on Nasdaq under the symbol “GOEV” and “GOEVW,” respectively. Our principal executive office is located at 00000 Xxxxxxx XxxxxxMonopar Therapeutics, Inc., Attention: Corporate Secretary, 0000 Xxxxxx Xxxx., Xxxxx 000, Xxxxxxxx, Xxxxxxxxxx XX 00000, and our telephone . Our phone number is (000) 000-0000. Our You may also view the documents that we file with the SEC and incorporate by reference in this Prospectus on our corporate website address is xxx.xxxxx.xxxat xxx.xxxxxxxxx.xxx. This website address is not intended to be an active link, and The information on, or accessible through, on our website is not incorporated by reference into this prospectus and you should is not consider any information on, or that can be accessed from, our website as a part of this prospectus or any accompanying prospectus supplement.prospectus. $4,870,000 Common Stock PROSPECTUS SUPPLEMENT