SEC Form SC 13D/A filed by Canoo Inc. (Amendment)

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, DC 20549

SCHEDULE 13D/A 

UNDER THE SECURITIES EXCHANGE ACT OF 1934 

(Amendment No. 5)*

Canoo Inc. 

(Name of Issuer)

Common Stock
(Title of Class of Securities)

13803R 102
(CUSIP Number)

AFV PARTNERS SPV-4 LLC 

2126 HAMILTON ROAD, SUITE 260 

ARGYLE, TX 76226 

TELEPHONE: (940) 226-4511 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 21, 2022 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

The Statement on Schedule 13D originally filed with the Securities and Exchange Commission (the “Commission”) on December 31, 2020, as amended and supplemented by Amendment No. 1 filed with the Commission on May 21, 2021, (ii) Amendment No. 2 filed on September 23, 2021, (iii) Amendment No. 3 filed on October 6, 2021 and (iv) Amendment No. 4 filed on November 22, 2021 (the “Statement”), is hereby further amended and supplemented by this Amendment No. 5 to Schedule 13D (the “Amendment”). Capitalized terms used herein and not otherwise defined have the meanings assigned to such terms in the Statement. Except as otherwise provided herein, each Item of the Statement remains unchanged.

Information with respect to each Reporting Person is given solely by such Reporting Person and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting Person.

Item 2. Identity and Background

Items 2(a)-(c) and (f) of the Statement are hereby amended and supplemented by:

Adding (i) AFV Partners SPV-7/A LLC, a Delaware limited liability company, and (ii) AFV Partners SPV-10 LLC, a Delaware limited liability company, each as a Reporting Person. AFV-7/A and AFV-10 are special purpose investment vehicles that manage and facilitate investments on behalf of AFV Partners LLC, a long-term permanent capital vehicle that invests in mission critical technology, software and data businesses. The address of the principal business and office of each of AFV-7/A and AFV-10 is 2126 Hamilton Road, Suite 260, Argyle, TX 76226.

Removing AFV Partners. AFV Partners previously held options to purchase shares of the Issuer’s common stock. Such option was exercised and the shares were assigned to other Reporting Persons.

From the date of this Amendment, all references to “Reporting Persons” in the Statement shall include AFV-7/A and AFV-10, and shall no longer include AFV Partners. The agreement among the Reporting Persons relating to the joint filing of the Statement and this Amendment is attached as Exhibit 1 hereto.

In accordance with the provisions of General Instruction C to Schedule 13D, certain information with respect to AFV-7/A and AFV-10 as required by Item 2 of Schedule 13D is listed on Schedule 1 hereto and is incorporated by reference herein.

Item 3. Source of Funds

Item 3 of the Statement is hereby amended and supplemented by adding the following paragraph to the end of the disclosure in Item 3 of the Statement:

On November 9, 2022, the Company entered into a Common Stock Subscription Agreement (the “Subscription Agreement”) providing for the purchase of an aggregate of 9,009,009 shares of Common Stock at a price of $1.11 per share for an aggregate purchase price of $10.0 million (the “November PIPE”). The purchasers of the shares were Mr. Aquila and AFV-10. AFV-10 acquired 4,504,505 shares (the “AFV Purchased Shares”) and (ii) Mr. Aquila acquired 4,504,404 shares (the “Aquila Purchased Shares,” and together with the AFV Purchased Shares, the “Purchased Shares”) of the Issuer’s Common Stock in a private transaction pursuant to the Subscription Agreement. AFV-10 and Mr. Aquila purchased the Purchased Shares for an aggregate purchase price of $10.0 million, or $1.11 per share. AFV-10 and Mr. Aquila funded the acquisition of their respective Purchased Shares with cash funds held for making investments.

The information furnished in Item 6 of this Amendment is incorporated into this Item 3 by reference.

Item 4. Purpose of Transaction

Item 4 of the Statement is hereby amended and supplemented by adding the following:

The information furnished in Items 3 and 6 of this Amendment is incorporated into this Item 4 by reference. AFV-10 acquired the shares of the Issuer’s Common Stock pursuant to the transaction described under Item 6 of this Amendment for investment purposes.

Item 5. Interest in Securities of the Issuer

Items 5(a), (b) and (c) of the Statement are amended and restated in their entirety as follows:

(a), (b) The following information with respect to the ownership of the Common Stock of the Issuer by the Reporting Persons is provided as of the date of this filing:

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Statement is hereby amended and supplemented by adding the following:

On November 9, 2022, the Issuer entered into the Subscription Agreement providing for the purchase of an aggregate of 9,009,009 shares of Common Stock at a price of $1.11 per share for an aggregate purchase price of $10.0 million. The purchasers of the shares are Mr. Aquila, the Issuer’s Executive Chairman and Chief Executive Officer and AFV-10, a special purpose vehicle managed by entities affiliated with Mr. Aquila. Mr. Aquila’s acquisition of shares in the November PIPE is deemed compensation and classified as an “Other Award” under the Issuer’s Omnibus Incentive Plan. The closing of the November PIPE occurred on November 21, 2022.

Pursuant to the Subscription Agreement, the shares purchased in the November PIPE will be subject to a one (1)-year lock-up period (the “Restricted Period”) and within thirty (30) calendar days of the date of expiration of the Restricted Period, the Issuer has agreed to file with the Commission a registration statement providing for the resale by the purchasers of the shares purchased in the November PIPE. The Subscription Agreement includes customary representations, warranties and covenants of the parties.

The information furnished in Item 3 of the Amendment is incorporated into this Item 6 by reference. The Common Stock Subscription Agreement is attached hereto as an exhibit and is incorporated by reference herein.

Item 7. Material to be Filed as Exhibits

Item 7 of the Statement is hereby amended and supplemented to add the following exhibit:

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 23, 2022

AFV Partners SPV-4 LLC

SCHEDULE I

AFV Management Advisors LLC (“AFV”) is the sole manager and controlling member of AFV Partners SPV-7/A LLC (“AFV-7/A”) and AFV Partners SPV-10 LLC (“AFV-10”). Tony Aquila is the managing member of AFV. The officers of AFV-7/A and AFV-10 are as follows: