united states

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): January 12, 2021

 

CANOO INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-38824   83-1476189
(State or Other Jurisdiction
of Incorporation) 		  (Commission File Number)   (I.R.S. Employer
Identification No.)

 

19951 Mariner Avenue
Torrance, California 		  90503
(Address of principal executive offices)   (Zip Code)

 

(424) 271-2144

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading symbol(s)   Name of each exchange on which registered
Common Stock, $0.0001 par value per share   GOEV   The Nasdaq Global Select Market
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share   GOEVW   The Nasdaq Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§240.12b–2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

Item 4.01 Changes in Registrant’s Certifying Accountant.

 

On January 12, 2021, the Audit Committee of the Board of Directors (the “Board”) of Canoo Inc., a Delaware corporation (the “Company” f/k/a Hennessy Capital Acquisition Corp. IV (“HCAC”)) approved the engagement of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for the year ended December 31, 2020. Accordingly, WithumSmith+Brown, PC (“Withum”) was informed on January 12, 2021 that it would be replaced by Deloitte as the Company’s independent registered public accounting firm.

 

Withum’s report of independent registered public accounting firm, dated March 16, 2020, on the Company’s balance sheets as of December 31, 2019 and 2018, the related statements of operations, stockholders’ equity and cash flows for the year ended December 31, 2019 and for the period from August 6, 2018 (inception) to December 31, 2018, and the related notes to the financial statements did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles other than HCAC’s ability to continue as a going concern due to HCAC’s obligation to either complete a business combination by the close of business on September 5, 2020, or cease all operations except for the purpose of winding down and liquidating.

 

During the period from August 6, 2018 (inception) to December 31, 2019 and the subsequent period through January 12, 2021, there were no: (i) disagreements with Withum on any matter of accounting principles or practices, financial statement disclosures or audited scope or procedures, which disagreements if not resolved to Withum’s satisfaction would have caused Withum to make reference to the subject matter of the disagreement in connection with its report or (ii) reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

 

During the period from August 6, 2018 (inception) to December 31, 2019, and the interim period through January 12, 2021, the Company did not consult Deloitte with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company by Deloitte that Deloitte concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is described in Item 304(a)(1)(iv) of Regulation S-K under the Exchange Act and the related instructions to Item 304 of Regulation S-K under the Exchange Act, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act.

 

The Company has provided Withum with a copy of the disclosures made by the Company in this Item 4.01 in response to Item 304(a) of Regulation S-K under the Exchange Act and has requested that Withum furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the registrant in this Item 4.01 in response to Item 304(a) of Regulation S-K under the Exchange Act and, if not, stating the respects in which it does not agree. A letter from Withum is attached hereto as Exhibit 16.1.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On January 12, 2021 (the “Effective Date”), upon the recommendation of its Nominating and Corporate Governance Committee (the “Nominating Committee”), the Board increased the size of the Board from 6 to 7 members, and appointed Ms. Debra von Storch to fill the newly created vacancy to serve on the Board as a Class I director until the Company’s 2021 annual meeting of stockholders, and until her successor has been duly elected and qualified, or until her earlier death, resignation or removal. Based upon the further recommendation of its Nominating Committee, the Board appointed Ms. von Storch to replace Ms. Josette Sheeran as a member of its Audit Committee and appointed Ms. von Storch to replace Mr. Thomas Dattilo as the Chair of its Compensation Committee, with such appointments effective upon her appointment to the Board. Ms. Sheeran and Mr. Dattilo will remain directors of the Board, and Mr. Dattilo will remain a member of the Compensation Committee. Ms. von Storch was not selected by the Board to serve as a director pursuant to any arrangement or understanding with any person.

 

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In connection with the aforementioned appointment to the Board, the Company entered into its standard indemnification agreement with Ms. von Storch, which form indemnification agreement is filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 001-38824) filed with the SEC on December 22, 2020, which requires the Company, under the circumstances and to the extent provided for therein, to indemnify the indemnitee to the fullest extent permitted by applicable law against certain expenses and other amounts incurred by the indemnitee as a result of the indemnitee being made a party to certain actions, suits, investigations and other proceedings.

 

Item 7.01 Regulation FD Disclosure.

 

On January 13, 2021, the Company issued a press release announcing the appointment of Ms. von Storch to the Board. A copy of the Company’s press release announcing the appointment is attached hereto as Exhibit 99.1.

 

The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
16.1   Letter from WithumSmith+Brown, PC to the SEC, dated January 13, 2021.
99.1   Press release dated January 13, 2021.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: January 13, 2021

 

  CANOO INC.
     
  By: /s/ Paul Balciunas
    Paul Balciunas
    Chief Financial Officer

 

 

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Exhibit 16.1

 

January 13, 2021

 

Office of the Chief Accountant

 

Securities and Exchange Commission

 

100 F Street, NE

 

Washington, D.C. 20549

 

Ladies and Gentlemen:

 

We have read the statements of Canoo Inc. (formally known as Hennessy Capital Acquisition Corp. IV) included under Item 4.01 of its Form 8-K dated January 12, 2021. We agree with the statements concerning our Firm under Item 4.01, in which we were informed of our dismissal on January 12, 2021. We are not in a position to agree or disagree with other statements contained therein.

 

Very truly yours,

 

/s/ WithumSmith+Brown, PC

 

New York, New York

 

Exhibit 99.1

 

 

 

 

CANOO ANNOUNCES ITS BOARD OF DIRECTORS

 

Financial, government, high-tech and automotive industry experts join Canoo’s Board of Directors as the company prepares to capitalize on EV market opportunities

 

 

LOS ANGELES, CA (January 13, 2021) – Canoo Inc. (“Canoo”) (Nasdaq: GOEV), a company developing breakthrough electric vehicles (EVs) with a proprietary and highly versatile EV platform, announced today its Board of Directors including Executive Chairman Tony Aquila, Debra L. von Storch, Josette Sheeran, Thomas Dattilo, Rainer Schmueckle, Foster Chiang and Greg Ethridge after recently becoming a publicly traded company.

 

“As we transformed Canoo into a public company, it was critical that we built a diverse and globally experienced board of directors to help us fulfill our mission of bringing EVs to everyone,” said Aquila. “Each recently appointed director was selected because they bring a wealth of knowledge and experience with public companies and will help Canoo capitalize on the major opportunities we see in the electric vehicle market today.”

 

Tony Aquila, Executive Chairman, Canoo; Significant Public Company Leadership with a Strong Track Record of Value Creation for Shareholders

 

Aquila is an experienced founder, investor and successful global operator of private and public companies. As the founder of Solera Holdings Inc., Aquila led the company as Founder, Chairman and CEO to a $1 billion initial public offering, as well as sourcing and executing over 50 acquisitions which significantly expanded Solera’s total addressable market. During his tenure, he also oversaw Solera’s $6.5 billion transaction from a public-to-private business. In addition, Aquila is the founder of AFV Partners, a global technology holding company investing in mission critical software and data businesses, and serves as the company’s Chairman and CEO. Aquila is an inventor with 100+ patents, a proven Permanent Capital Investor and dealmaker with 70+ transactions with a cumulative value of over $15 billion. In 2013, he was the recipient of the prestigious National EY Entrepreneur of The Year™ 2013 Technology Award. Aquila officially joined Canoo’s Board of Directors as the Executive Chairman when the company became public on December 21, 2020. 

 

Debra L. von Storch, Former Partner at Ernst & Young LLP; Growth, Audit and Corporate Governance Expert

  

With nearly four decades of experience, von Storch is a former Partner at Ernst & Young LLP (EY), a multi-national professional services network and one of the U.S.’s Big Four accounting firms. She also served as Director of the EY Entrepreneur of the Year Program. At EY, she specialized in advising early-stage to rapid growth companies. Currently, von Storch serves as a director of CSW Industrials (NASDAQ: CSWI), an industrial products and specialty chemicals company, and is a member of the audit committee in addition to serving on the boards of several other prominent financial and charitable organizations in the Dallas Metropolitan area and across the U.S. At Canoo, she will serve on the Board of Directors as Chairperson of the Compensation Committee as well as a member of the Audit Committee. The appointment of von Storch to the board was effective on January 12, 2021.

 

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Josette Sheeran, Former U.S. Under Secretary for Economic, Energy and Agricultural Affairs; Diplomat and Humanitarian

 

Sheeran is an international leader, decorated diplomat and humanitarian who most notably served as the former Vice Chair of the World Economic Forum; Executive Director of the United Nations World Food Program; United States Under Secretary for Economic, Energy and Agricultural Affairs under President George W. Bush; and Deputy U.S. Trade Representative and Ambassador covering Asia, Africa, labor, environment, intellectual property, and trade capacity building. Most recently, Sheeran served as the President and CEO of the Asia Society, a global non-profit focused on policy, sustainability, conflict resolution, culture, and education. In 2011, she was recognized by Forbes as the 30th most powerful woman in the world. Sheeran joined the Canoo Board of Directors on December 21, 2020 and will serve as a member of the Nominating & Corporate Governance Committee and the Compensation Committee.

 

Thomas Dattilo, Former Chairman, Harris Corporation; Proven Leader with High-Tech Expertise

 

Dattilo is an experienced executive and leader with extensive knowledge of complex operational, financial and governance issues faced by large global public companies within the automotive and technology industries. He previously served as Chairman for Harris Corporation, a technology company, defense contractor, and information technology services provider. He also served as Chairman, President and Chief Executive Officer at Cooper Tire & Rubber Company, which specializes in the design, manufacture and sale of passenger car and truck tires. Dattilo also served as Chairman and Senior Advisor at Portfolio Group, a privately-held provider of outsourced financial services to automobile dealerships specializing in aftermarket extended warranty and vehicle service contract programs. In addition, Dattilo was a Director at Solera Holdings Inc. and served on the Compensation Committee. Dattilo joined the Canoo Board of Directors on December 21, 2020 and will serve as Chairperson of the Nominating & Corporate Governance Committee as well as a member of the Audit Committee and the Compensation Committee.

 

Rainer Schmueckle, Former Supervisory Board Member of MAN Truck & Bus; Veteran Global Automotive Executive

 

Schmueckle is a seasoned automotive executive with more than 30 years of industry experience. Most notably, he was a member of the supervisory board of MAN Truck & Bus SE, a provider of commercial vehicles and transport solutions around the world; Chief Operating Officer of the Mercedes Car Group at Daimler AG, a publicly-traded multinational automotive company; Chief Executive Officer of Freightliner Inc, a leading heavy-truck manufacturer in North America; and Chief Operating Officer of Automotive Seating at Johnson Controls International, a publicly-traded multinational company that provides security equipment for buildings. Schmueckle joined the Canoo Board of Directors on December 21, 2020, and will serve as Chairperson of the Audit Committee as well as a member of the Nominating & Corporate Governance Committee.

 

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Foster Chiang, Director, Integrity Capital Management; Precision Manufacturing Experience

 

Chiang brings financial executive experience to Canoo as the Director of Integrity Capital Management Limited and former Vice Chairman of TPK Holding Co. Ltd., a leading Taiwanese developer and manufacturer of touch solutions for mobile and consumer electronic devices such as smartphones, tablets, eBooks, notebook computers, point of sale kiosks, and automated teller machines. Chiang spent seven years at TPK in various executive roles including Board Member and Division Chief. Chiang officially joined Canoo’s Board of Directors on December 21, 2020.

 

Greg Ethridge, Former President, COO and Director, Hennessy Capital Acquisition Corp. IV; SPAC, Financial and Capital Markets Experience

 

Ethridge is an experienced leader in private equity and special purpose acquisition companies (SPACs) and currently serves as Chairman of Motorsports Aftermarket Group, a designer, manufacturer, marketer and distributor of aftermarket parts, apparel and accessories for the motorcycle and power sports industry. Previously, he served as President, Chief Operating Officer and Director of Hennessy Capital Acquisition Corp. IV prior to its merger with Canoo. Ethridge also served as Senior Partner at MatlinPatterson Global Advisers LLC, an institutional private equity firm, and at Jefferies and Company, Inc., where he executed corporate restructurings and leveraged finance transactions. Ethridge previously sat on the board of directors for Hennessy Capital Acquisition Corp. IV, and he joined the Canoo Board of Directors on December 21, 2020.

 

With these additions, the board now consists of seven members, including five independent directors with complementary capabilities that will help guide Canoo as the company begins its journey in the public domain.

 

About Canoo

 

Canoo is a Los Angeles-based company that has developed breakthrough electric vehicles that are reinventing the automotive landscape with bold innovations in design, pioneering technologies, and a unique business model that defies traditional ownership to put customers first. Distinguished by its experienced team – totaling over 350 employees from leading technology and automotive companies – Canoo has designed a modular electric platform purpose-built to deliver maximum vehicle interior space and adaptable to support a wide range of vehicle applications for consumers and businesses.

 

For more information, please visit www.canoo.com.

 

For Canoo press materials, including photos, please visit press.canoo.com.

 

For investors, please visit investors.canoo.com.

 

 

Contacts

 

For Canoo / Media Relations

Stacy Morris

press@canoo.com

 

Investor Relations

CanooIR@icrinc.com

 

 

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