July 1, 2024

Tony Aquila
Chief Executive Officer
Canoo Inc.
19951 Mariner Avenue
Torrance, California 90503

       Re: Canoo Inc.
           Registration Statement on Form S-3
           Filed June 21, 2024
           File No. 333-280390
Dear Tony Aquila:

     We have conducted a limited review of your registration statement and have
the following
comments.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe a comment applies to your facts
and circumstances
or do not believe an amendment is appropriate, please tell us why in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to this letter, we may have additional comments.

Registration Statement on Form S-3 filed June 21, 2024
Cover Page

1.     Please revise your disclosure throughout to clarify that YA II PN, LTD
is an underwriter
       within the meaning of Section 2(a)(11) of the Securities Act.
2.     Please revise your disclosure to include the material terms of the
pre-paid
       advance agreement, including but not limited to, whether the company or
the selling
       shareholder makes the purchase decisions and if a refund of all or a
portion of the
       $15,000,000 advance is possible. Your revisions and response should
address why it is
       appropriate to register the shares for resale prior to the issuance of
such shares. See
       Securities Act Sections Compliance and Disclosure Interpretations
Questions 139.12
       and 139.13.
 July 1, 2024
Page 2

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Erin Donahue at 202-551-6063 or Erin Purnell at
202-551-3454 with any
questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of
Manufacturing