Subsequent Events |
6 Months Ended |
|---|---|
Jun. 30, 2023 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | Subsequent Events Second Convertible Debentures and Warrants
On June 30, 2023, the Company entered into a Securities Purchase Agreement with Yorkville (the "June SPA") in connection with the issuance and sale by the Company of convertible debentures in an aggregate principal amount of $26.6 million (the “June Initial Debenture”) and pursuant to which the Company granted Yorkville an option (the “June Option”) to purchase additional convertible debentures in an aggregate principal amount of up to $53.2 million. In conjunction with the June SPA, the Company issued to Yorkville an initial warrant (the “June Initial Warrant”) to purchase 49.6 million shares of Common Stock at an exercise price of $0.54. If Yorkville exercises the June Option, the Company will issue to Yorkville an additional warrant (the “June Option Warrant”) for a number of shares of Common Stock determined by dividing the principal amount so exercised (up to $53.2 million) by $0.54. The June Initial Warrant is immediately exercisable and will expire on June 30, 2028. The June Option Warrant, to the extent issued, will be issued on the same terms as the June Initial Warrant except that the exercise price of the June Option Warrant will be $0.67 per share. The convertible debenture is initially recognized on the settlement date of July 3, 2023.
August PIPE
On August 4, 2023, the Company entered into a Common Stock and Common Warrant Subscription Agreement with certain special purpose vehicles managed by entities affiliated with Mr. Aquila ("August 2023 PIPE"). The Subscription Agreement provides for the sale and issuance by the Company of 5.6 million shares of the Company’s
Common Stock, together with warrants to purchase up to 5.6 million shares of Common Stock at a combined purchase price of $0.54 per share and accompanying warrants. The total net proceeds from the transaction was $3.0 million.
Third Convertible Debentures and Warrants
On August 2, 2023, the Company entered into a Securities Purchase Agreement with Yorkville (the "August SPA") in connection with the issuance and sale by the Company of convertible debentures in an aggregate principal amount of $27.9 million (the “August Initial Debenture”) and pursuant to which the Company granted Yorkville an option (the “August Option”) to purchase additional convertible debentures in an aggregate principal amount of up to $53.2 million. In conjunction with the August SPA, the Company issued to Yorkville an initial warrant (the “August Initial Warrant”) to purchase 49.6 million shares of Common Stock at an exercise price of $0.54. If Yorkville exercises the August Option, the Company will issue to Yorkville an additional warrant (the “August Option Warrant”) for a number of shares of Common Stock determined by dividing the principal amount so exercised (up to $53.2 million) by $0.54. The August Initial Warrant is immediately exercisable and will expire on August 2, 2028. The August Option Warrant, to the extent issued, will be issued on the same terms as the August Initial Warrant except that the exercise price of the August Option Warrant will be $0.67 per share. The convertible debenture is initially recognized on the settlement date of August 2, 2023.
On August 2, 2023, the Company and Yorkville agreed to transfer the outstanding balance on the April Convertible Debenture to the August Initial Debenture. Such outstanding balance is reflected in the aggregate principal amount issuable available under the August Initial Debenture. As a result of such transfer, no amounts remain outstanding under the April Convertible Debenture. All amounts under the August Initial Debenture, including amounts assumed in respect of the April Convertible Debenture, are to be governed by the terms of the August SPA and the August Convertible Debenture.
State of Oklahoma Incentives
As of August 13, 2023, Canoo has signed all contracts and completed all approvals necessary to begin realizing incentives offered by the State of Oklahoma for Canoo’s facilities in Oklahoma City and Pryor, Oklahoma. The incentives, which are available to all investors in the state that meet statutory criteria, include payroll rebates, tax credits, tax exemptions and support for workforce training. The company estimates the maximum value of the incentives at up to $113.2 million. Oklahoma’s economic development incentives are performance-based and designed to deliver a net benefit to state taxpayers. To benefit from incentives, Canoo must meet investment and job creation milestones.
The Company has analyzed its operations subsequent to June 30, 2023, through the date these financial statements were issued and has determined that it does not have any additional material subsequent events to disclose.
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