Common use of EXPERTS Clause in Contracts

EXPERTS. The financial statements of Canoo Inc. as of December 31, 2021 and 2020, and for each of the two years in the period ended December 31, 2021, incorporated by reference in this prospectus supplement and the accompanying prospectus, and the effectiveness of Canoo Inc.’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports. Such financial statements are incorporated by reference in reliance upon the reports of such firm given their authority as experts in accounting and auditing. From time to time, we may offer and sell any combination of the securities described in this prospectus in one or more offerings. The securities we may offer may be convertible into or exercisable or exchangeable for other securities. We may offer the securities separately or together, in separate classes or series and in amounts, at prices and on terms that will be determined at the time the securities are offered. This prospectus describes some of the general terms that may apply to these securities. Each time securities are sold, the specific terms and amounts of the securities being offered, and any other information relating to the specific offering will be set forth in a supplement to this prospectus. The prospectus supplement may also add, update or change information contained in this prospectus. We may sell these securities on a continuous or delayed basis, directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. If any agents, dealers or underwriters are involved in the sale of any securities, the applicable prospectus supplement will set forth their names and any applicable commissions or discounts. See “Plan of Distribution.” We urge you to read carefully this prospectus, any accompanying prospectus supplement and any documents we incorporate by reference into this prospectus and any accompanying prospectus supplement before you make your investment decision. Our common stock and public warrants are traded on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “GOEV” and “GOEVW,” respectively. On May 18, 2022, the last reported sale price on Nasdaq of our common stock was $3.38 per share and the last reported sale price of our public warrants was $0.47 per warrant. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, of the securities covered by the applicable prospectus supplement. Our principal executive office is located at 00000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, and our telephone number is (000) 000-0000. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties referenced under the heading “Risk Factors” beginning on page 5 of this prospectus as well as those contained in the applicable prospectus supplement and in the other documents that are incorporated by reference into this prospectus or the applicable prospectus supplement. ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE 3 WHERE YOU CAN FIND MORE INFORMATION 2 RISK FACTORS 5 COMPANY OVERVIEW 4 USE OF PROCEEDS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 DESCRIPTION OF OUR DEPOSITARY SHARES 17 DESCRIPTION OF OUR CAPITAL STOCK 10 DESCRIPTION OF OUR WARRANTS 30 DESCRIPTION OF OUR DEBT SECURITIES 20 PLAN OF DISTRIBUTION 35 DESCRIPTION OF OUR RIGHTS 34 EXPERTS 38 LEGAL MATTERS 37 We are responsible for the information contained and incorporated by reference in this prospectus and in any accompanying prospectus supplement we prepare or authorize. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give you. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only as of the date of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any accompanying prospectus supplement we may provide you in connection with an offering or that the information contained or incorporated by reference is correct as of any time subsequent to the date of such information. You should assume that the information in this prospectus or any accompanying prospectus supplement, as well as the information incorporated by reference in this prospectus or any accompanying prospectus supplement, is accurate only as of the date of the documents containing the information, unless the information specifically indicates that another date applies. Our business, financial condition, results of operations and prospects may have changed since those dates.

EXPERTS. The financial statements of Canoo Inc. as of December 31June 30, 2021 and 2020, 2023 and for each the year ended June 30, 2023 incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the year ended June 30, 2023 have been so incorporated in reliance on the report (which contains an explanatory paragraph relating to the Company’s ability to continue as a going concern as described in Note 1 to the financial statements) of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the two years authority of said firm as experts in auditing and accounting. The consolidated financial statements as of June 30, 2022 and for the period year then ended December 31, 2021, incorporated by reference in this prospectus supplement and the accompanying prospectus, and the effectiveness of Canoo Inc.’s internal control over financial reporting prospectus have been audited by Deloitte & Touche LLPso incorporated in reliance on the report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, as stated in their reports. Such financial statements are incorporated herein by reference in reliance upon reference, given on the reports authority of such said firm given their authority as experts in accounting auditing and auditingaccounting. From time to timeWe have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to, we may offer among other securities, the shares of common stock offered by this prospectus supplement and sell any combination accompanying prospectus. This prospectus supplement and the accompanying prospectus do not contain all of the securities described information included in the registration statement. For further information pertaining to us and our common stock we are offering under this prospectus supplement and the accompanying prospectus, you should refer to the registration statement and its exhibits. Statements contained in this prospectus in one supplement and the accompanying prospectus concerning any of our contracts, agreements or more offeringsother documents are not necessarily complete. The securities If a contract or document has been filed as an exhibit to the registration statement, we may offer may be convertible into or exercisable or exchangeable for other securities. We may offer refer you to the securities separately or together, in separate classes or series and in amounts, at prices and on terms that will be determined at the time the securities are offered. This prospectus describes some copy of the general terms contract or document that may apply to these securitieshas been filed. Each time securities are sold, the specific terms and amounts of the securities being offered, and any other information relating to the specific offering will be set forth in a supplement to this prospectus. The prospectus supplement may also add, update or change information contained statement in this prospectus. We may sell these securities on a continuous or delayed basis, directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. If any agents, dealers or underwriters are involved in the sale of any securities, the applicable prospectus supplement will set forth their names and any applicable commissions or discounts. See “Plan of Distribution.” We urge you to read carefully this prospectus, any accompanying prospectus supplement and any documents we incorporate by reference into this prospectus and any the accompanying prospectus supplement before you make your investment decisionrelating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. We are subject to the informational requirements of the Exchange Act and file annual, quarterly and current reports and other information with the SEC. Our common stock and filings with the SEC are available to the public warrants are traded on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “GOEV” and “GOEVW,” respectively. On May 18, 2022, the last reported sale price on Nasdaq of our common stock was $3.38 per share and the last reported sale price of our public warrants was $0.47 per warrant. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, of the securities covered by the applicable prospectus supplement. Our principal executive office is located SEC’s website at 00000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, and our telephone number is (000) 000-0000. Investing in our securities involves a high degree of riskxxxx://xxx.xxx.xxx. You should review carefully may access these materials free of charge as soon as reasonably practicable after they are electronically filed with or furnished to the risks and uncertainties referenced SEC. Those filings are also available to the public on, or accessible through, our website under the heading “Risk FactorsInvestors” beginning at xxx.0xxxxxxxxxxxxxxxxxx.xxx. The information on page 5 our web site, however, is not, and should not be deemed to be, a part of this prospectus as well as those contained in the applicable prospectus supplement and in the other documents that are incorporated by reference into this prospectus or the applicable prospectus supplement. ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE 3 WHERE YOU CAN FIND MORE INFORMATION 2 RISK FACTORS 5 COMPANY OVERVIEW 4 USE OF PROCEEDS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 DESCRIPTION OF OUR DEPOSITARY SHARES 17 DESCRIPTION OF OUR CAPITAL STOCK 10 DESCRIPTION OF OUR WARRANTS 30 DESCRIPTION OF OUR DEBT SECURITIES 20 PLAN OF DISTRIBUTION 35 DESCRIPTION OF OUR RIGHTS 34 EXPERTS 38 LEGAL MATTERS 37 We are responsible for the information contained and incorporated by reference in this prospectus and in any accompanying prospectus supplement we prepare or authorize. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give you. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only as of the date of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any accompanying prospectus supplement we may provide you in connection with an offering or that the information contained or incorporated by reference is correct as of any time subsequent to the date of such information. You should assume that the information in this prospectus or any accompanying prospectus supplement, as well as the information incorporated by reference in this prospectus or any accompanying prospectus supplement, is accurate only as of the date of the documents containing the information, unless the information specifically indicates that another date applies. Our business, financial condition, results of operations and prospects may have changed since those datesprospectus.

EXPERTS. The Each of Ernst & Young LLP, independent registered public accounting firm, and BDO USA LLP, independent registered public accounting firm, has audited our consolidated financial statements of Canoo Inc. as of December 31, 2021 and 2020, and included in our Annual Report on Form 10-K for each of the two years in the period year ended December 31, 20212018, as set forth in their reports thereon (each of which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company’s ability to continue as a going concern as described in Note 1 to the consolidated financial statements), which is incorporated by reference in this prospectus supplement and the accompanying prospectus, and the effectiveness registration statement of Canoo Inc.’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reportswhich this prospectus supplement forms a part. Such Our financial statements are incorporated by reference in reliance upon the reports on each of such firm Ernst & Young LLP’s report and BDO USA LLP’s report, given on their authority as experts in accounting and auditing. From time to time, we We may offer and sell any combination up to $100,000,000 in the aggregate of the securities described in this prospectus identified above from time to time in one or more offerings. The securities we may offer may be convertible into or exercisable or exchangeable for other securities. We may offer the securities separately or together, in separate classes or series and in amounts, at prices and on terms that will be determined at the time the securities are offered. This prospectus describes some provides you with a general description of the general terms that may apply to these securities. Each time securities are soldwe offer and sell securities, the specific terms and amounts of the securities being offered, and any other information relating to the specific offering we will be set forth in provide a supplement to this prospectusprospectus that contains specific information about the offering and the amounts, prices and terms of the securities. The prospectus supplement may also add, update or change information contained in this prospectusprospectus with respect to that offering. You should carefully read this prospectus and the applicable prospectus supplement before you invest in any of our securities. We may offer and sell these the securities on a continuous described in this prospectus and any prospectus supplement to or delayed basisthrough one or more underwriters, directly, through dealers and agents, dealers or underwriters as designated from time directly to timepurchasers, or through a combination of these methods. If any agentsunderwriters, dealers or underwriters agents are involved in the sale of any of the securities, the applicable prospectus supplement will set forth their names and any applicable commissions purchase price, fee, commission or discounts. See “Plan of Distribution.” We urge you to read carefully this prospectusdiscount arrangement between or among them will be set forth, any accompanying prospectus supplement and any documents we incorporate by reference into this prospectus and any accompanying prospectus supplement before you make your investment decision. Our common stock and public warrants are traded on The Nasdaq Global Select Market (“Nasdaq”) under or will be calculable from the symbol “GOEV” and “GOEVW,” respectively. On May 18information set forth, 2022, the last reported sale price on Nasdaq of our common stock was $3.38 per share and the last reported sale price of our public warrants was $0.47 per warrant. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, of the securities covered by in the applicable prospectus supplement. Our principal executive office is located at 00000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, and our telephone number is (000) 000-0000. Investing in our securities involves a high degree of risk. You should review carefully See the risks and uncertainties referenced under the heading “Risk Factors” beginning on page 5 sections of this prospectus as well as those contained in entitled “About this Prospectus” and “Plan of Distribution” for more information. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and in the other documents that are incorporated by reference into this prospectus or the applicable prospectus supplement. ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE 3 WHERE YOU CAN FIND MORE INFORMATION 2 RISK FACTORS 5 COMPANY OVERVIEW 4 USE OF PROCEEDS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 DESCRIPTION OF OUR DEPOSITARY SHARES 17 DESCRIPTION OF OUR CAPITAL STOCK 10 DESCRIPTION OF OUR WARRANTS 30 DESCRIPTION OF OUR DEBT SECURITIES 20 PLAN OF DISTRIBUTION 35 DESCRIPTION OF OUR RIGHTS 34 EXPERTS 38 LEGAL MATTERS 37 We are responsible for the information contained and incorporated by reference in this prospectus and in any accompanying prospectus supplement we prepare or authorize. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give you. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only as terms of the date of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any accompanying prospectus supplement we may provide you in connection with an offering or that the information contained or incorporated by reference is correct as of any time subsequent to the date of such information. You should assume that the information in this prospectus or any accompanying prospectus supplement, as well as the information incorporated by reference in this prospectus or any accompanying prospectus supplement, is accurate only as of the date of the documents containing the information, unless the information specifically indicates that another date applies. Our business, financial condition, results of operations and prospects may have changed since those datessecurities.

EXPERTS. The financial statements of Canoo Passage Bio, Inc. as of December 31, 2021 2023 and 20202022, and for each of the two years in the period ended December 31then ended, 2021, have been incorporated by reference herein and in this prospectus supplement and the accompanying prospectus, and registration statement in reliance upon the effectiveness report of Canoo Inc.’s internal control over financial reporting have been audited by Deloitte & Touche KPMG LLP, an independent registered public accounting firm, as stated in their reports. Such financial statements are incorporated by reference in reliance herein, and upon the reports authority of such said firm given their authority as experts in accounting and auditing. From time to time, we may offer up to $200,000,000 aggregate dollar amount of shares of our common stock or preferred stock, debt securities, warrants to purchase our common stock, preferred stock or debt securities, subscription rights to purchase our common stock, preferred stock or debt securities and/or units consisting of some or all of these securities, in any combination, together or separately, in one or more offerings, in amounts, at prices and on the terms that we will determine at the time of the offering and which will be set forth in a prospectus supplement and any related free writing prospectus. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus. The total amount of these securities will have an initial aggregate offering price of up to $200,000,000. You should read this prospectus, the information incorporated, or deemed to be incorporated, by reference in this prospectus, and any applicable prospectus supplement and related free writing prospectus carefully before you invest. Our common stock is traded on The Nasdaq Stock Market under the symbol “PASG.” On February 29, 2024, the last reported sales price for our common stock was $1.71 per share. None of the other securities we may offer are currently traded on any securities exchange. The applicable prospectus supplement and any related free writing prospectus will contain information, where applicable, as to any other listing on The Nasdaq Stock Market or any securities market or exchange of the securities covered by the prospectus supplement and any related free writing prospectus. An investment in our securities involves a high degree of risk. You should carefully consider the information under the heading “Risk Factors” beginning on page 3 as well as those included in any accompanying prospectus supplement and in the documents incorporated by reference in this prospectus before investing in our securities. Common stock, preferred stock, debt securities, warrants, subscription rights and/or units may be sold by us to or through underwriters or dealers, directly to purchasers or through agents designated from time to time. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus. If any underwriters, dealers or agents are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of such underwriters or agents and any applicable fees, discounts or commissions, details regarding over-allotment options, if any, and the net proceeds to us will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement. ABOUT THIS PROSPECTUS ii RISK FACTORS 3 PROSPECTUS SUMMARY 1 WHERE YOU CAN FIND MORE INFORMATION 5 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 4 USE OF PROCEEDS 7 INCORPORATION OF INFORMATION BY REFERENCE 6 DESCRIPTION OF CAPITAL STOCK 10 PLAN OF DISTRIBUTION 8 DESCRIPTION OF WARRANTS 21 DESCRIPTION OF DEBT SECURITIES 14 DESCRIPTION OF UNITS 24 DESCRIPTION OF SUBSCRIPTION RIGHTS 23 This prospectus is part of a registration statement on Form S-3 that we filed with the United States Securities and Exchange Commission, or the SEC, using a “shelf” registration process. Under this shelf registration process, from time to time, we may sell any combination of the securities described in this prospectus in one or more offeringsofferings up to a total dollar amount of $200,000,000. The We have provided to you in this prospectus a general description of the securities we may offer may be convertible into or exercisable or exchangeable for other securities. We may offer the securities separately or together, in separate classes or series and in amounts, at prices and on terms that will be determined at the time the securities are offered. This prospectus describes some of the general terms that may apply to these securitiesoffer. Each time we sell securities are soldunder this shelf registration process, we will provide a prospectus supplement that will contain specific information about the specific terms and amounts of the securities being offered, and any other information relating to the specific offering will be set forth in a supplement to this prospectusoffering. The prospectus supplement We may also add, update or change in the prospectus supplement any of the information contained in this prospectus. We may sell these securities on To the extent there is a continuous or delayed basis, directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. If any agents, dealers or underwriters are involved in the sale of any securities, the applicable prospectus supplement will set forth their names and any applicable commissions or discounts. See “Plan of Distribution.” We urge you to read carefully this prospectus, any accompanying prospectus supplement and any documents we incorporate by reference into this prospectus and any accompanying prospectus supplement before you make your investment decision. Our common stock and public warrants are traded on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “GOEV” and “GOEVW,” respectively. On May 18, 2022, the last reported sale price on Nasdaq of our common stock was $3.38 per share and the last reported sale price of our public warrants was $0.47 per warrant. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, of the securities covered by the applicable prospectus supplement. Our principal executive office is located at 00000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, and our telephone number is (000) 000-0000. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties referenced under the heading “Risk Factors” beginning on page 5 of this prospectus as well as those contained in the applicable prospectus supplement and in the other documents that are incorporated by reference into this prospectus or the applicable prospectus supplement. ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE 3 WHERE YOU CAN FIND MORE INFORMATION 2 RISK FACTORS 5 COMPANY OVERVIEW 4 USE OF PROCEEDS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 DESCRIPTION OF OUR DEPOSITARY SHARES 17 DESCRIPTION OF OUR CAPITAL STOCK 10 DESCRIPTION OF OUR WARRANTS 30 DESCRIPTION OF OUR DEBT SECURITIES 20 PLAN OF DISTRIBUTION 35 DESCRIPTION OF OUR RIGHTS 34 EXPERTS 38 LEGAL MATTERS 37 We are responsible for conflict between the information contained and incorporated by reference in this prospectus and in any accompanying prospectus supplement we prepare or authorize. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give you. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only as of the date of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any accompanying prospectus supplement we may provide you in connection with an offering or that the information contained or incorporated by reference is correct as of any time subsequent to the date of such information. You should assume that rely on the information in this prospectus or any accompanying the prospectus supplement; provided that, as well as the information if any statement in one of these documents is inconsistent with a statement in another document having a later date — for example, a document incorporated by reference in this prospectus or any accompanying prospectus supplement — the statement in the document having the later date modifies or supersedes the earlier statement. This prospectus, together with the applicable prospectus supplements and the documents incorporated by reference into this prospectus, includes all material information relating to this offering. You should carefully read both this prospectus and any prospectus supplement together with the additional information described under the heading “Where You Can Find More Information” and “Incorporation of Information by Reference” before buying any of our securities in this offering. Neither we, nor any agent, underwriter or dealer have authorized anyone to give you any information or to make any representation other than the information and representations contained in or incorporated by reference into this prospectus or any applicable prospectus supplement. We and any agent, underwriter or dealer take no responsibility for, and can provide no assurance as to the reliability of, any other information others may give you. You may not imply from the delivery of this prospectus and any applicable prospectus supplement, nor from a sale made under this prospectus and any applicable prospectus supplement, that our affairs are unchanged since the date of this prospectus and any applicable prospectus supplement or that the information contained in any document incorporated by reference is accurate only as of any date other than the date of the documents containing document incorporated by reference, regardless of the informationtime of delivery of this prospectus and any applicable prospectus supplement or any sale of a security. This prospectus and any applicable prospectus supplement may only be used where it is legal to sell the securities. In this prospectus, unless the information specifically indicates context otherwise requires, the terms “Passage,” “Passage Bio,” the “Company,” “we,” “us,” and “our” refer to Passage Bio, Inc., a Delaware corporation. “PASSAGE BIO” is a registered trademark, and the PASSAGE BIO mark, the Passage Bio logo and all product names are our common law trademarks. This prospectus, also contains or incorporates by reference documents that another date appliescontain references to trademarks, trade names and service marks belonging to other entities. Our businessWe do not intend our use or display of other companies’ trade names, financial conditiontrademarks or service marks to imply a relationship with, results or endorsement or sponsorship of operations us by, these other companies. Solely for convenience, trademarks, trade names and prospects service marks referred to in this prospectus may have changed since those datesappear without the ® or TM symbols, but such references are not intended to indicate, in any way, that we or the applicable licensor will not assert, to the fullest extent under applicable law, our or its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. All trademarks, service marks and trade names included in this document are the property of their respective owners.

EXPERTS. The consolidated financial statements of Canoo AMC Entertainment Holdings, Inc. and subsidiaries as of December 31, 2021 2019 and 20202018, and for each of the two years in the three-year period ended December 31, 2021, incorporated by reference in this prospectus supplement and the accompanying prospectus2019, and management’s assessment of the effectiveness of Canoo Inc.’s internal control over financial reporting as of December 31, 2019 have been audited incorporated by Deloitte & Touche reference herein, in reliance upon the reports of KPMG LLP, an independent registered public accounting firm, as stated in their reports. Such financial statements are incorporated by reference in reliance herein, and upon the reports authority of such said firm given their authority as experts in accounting and auditing. From The audit report covering the December 31, 2019 consolidated financial statements refers to changes in the method of accounting for leases as of January 1, 2019 due to the adoption of Accounting Standards Codification (ASC) Topic 842, Leases, and for the recognition of revenue and certain costs as of January 1, 2018 due to the adoption of ASC Topic 606, Revenue from Contracts with Customers. The consolidated financial statements of Digital Cinema Implementation Partners, LLC as of December 31, 2019 and 2018 and for each of the years in the three-year period ended December 31, 2019, incorporated in this registration statement by reference, have been so incorporated in reliance upon the report of CohnReznick LLP, independent auditors, given upon the authority of said firm as experts in accounting and auditing. AMC Entertainment Holdings, Inc. may offer and sell from time to time, we may offer and sell any combination of the securities described in this prospectus in one or more offerings. The securities we may offer may be convertible into series or exercisable or exchangeable for other securities. We may offer the securities separately or together, in separate classes or series and in amounts, at prices issuances and on terms that we will be determined determine at the time of the securities are offeredoffering, up to 178,021,978 shares of our Class A common stock, par value $0.01 (the “Class A common stock”) described in this prospectus. This prospectus describes some provides you with a general description of the general terms that may apply to these securitiessecurities offered. Each time securities are soldwe offer and sell securities, the specific terms and amounts of the securities being offered, and any other information relating to the specific offering we will be set forth in file a prospectus supplement to this prospectusprospectus that contains specific information about the offering and, if applicable, the amounts, prices and terms of the securities. The prospectus supplement Such supplements may also add, update or change information contained in this prospectus. You should carefully read this prospectus and the applicable prospectus supplement before you invest in any of our securities. This prospectus may not be used to consummate sales of securities unless accompanied by a prospectus supplement. We may offer and sell these the securities described in this prospectus and any prospectus supplement directly to our stockholders or to other purchasers or through agents on a continuous our behalf or delayed basis, directly, through agents, underwriters or dealers or underwriters as designated from time to time, or through a combination of these methods. If any agents, dealers agents or underwriters are involved in the sale of any of these securities, the applicable prospectus supplement will set forth their provide the names of the agents or underwriters and any applicable commissions fees, commission or discounts. In addition, the selling stockholder named in this prospectus, may from time to time, in one or more offerings, offer and sell up to an aggregate of 21,978,022 shares of our Class A common stock (the “Selling Stockholder Shares”) which may be sold in a number of different ways and at varying prices. See “Selling Stockholder” and “Plan of Distribution”. We cannot predict when or in what amounts the selling stockholder may sell any of the Selling Stockholder Shares. If a prospectus supplement is required, such prospectus supplement will contain more specific information about the offering by the selling stockholder and may add, update or change information contained in this prospectus. We will not receive any of the proceeds from the sale of the Selling Stockholder Shares. The selling stockholder will pay all brokerage fees and commissions and similar sale-related expenses in connection with any sales of the Selling Stockholder Shares. We are only paying expenses relating to the registration of the Selling Stockholder Shares with the U.S. Securities and Exchange Commission (the “SEC”). The registration of the Selling Stocholder Shares does not necessarily mean that any of such shares will be offered or sold by the selling stockholder. Our Class A common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “AMC.” On December 10, 2020, the last reported sale price of our Class A common stock on the NYSE was $4.09. Investing in our Class A common stock involves risks. You should carefully read and consider the risk factors included in this prospectus, in our periodic reports, in any applicable prospectus supplement relating to a specific offering of securities and in any other documents we file with the SEC. See the sections entitled “Risk Factors” below on page 7, in our other filings with the SEC and in the applicable prospectus supplement, if any. PLAN OF DISTRIBUTION 16 DESCRIPTION OF CAPITAL STOCK 10 LEGAL MATTERS 18 EXPERTS 18 This prospectus is part of a Registration Statement that we filed with the SEC using a “shelf” registration process. Under this shelf registration process, we may sell up to 178,021,978 shares of our Class A common stock described in this prospectus in one or more offerings. This prospectus also relates to the offer and sale of up to 21,978,022 shares of our Class A common stock held by the selling stockholder identified in this prospectus in the section entitled “Selling Stockholder”. This prospectus provides you with a general description of our Class A common stock that we and the selling stockholder may offer and sell from time to time. To the extent required by applicable law, each time we or the selling stockholder sell securities, we or the selling stockholder, as applicable, will provide you with this prospectus and, to the extent required, a prospectus supplement that will contain more information about the specific terms of the 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. Each such prospectus supplement (and any related free writing prospectus that we may authorize to be provided to you), if any, may also add, update or change information contained in this prospectus or in documents incorporated by reference into this prospectus. We urge you to carefully read carefully this prospectus, any applicable prospectus supplement, if any, and any related free writing prospectus, together with the information incorporated herein and therein by reference as described under the headings “Where You Can Find Additional Information; Incorporation of Documents by Reference” before buying any of the shares of Class A common stock being offered. If there is any inconsistency between the information in this prospectus and any prospectus supplement or free writing prospectus, you should rely on the information provided in the prospectus supplement or free writing prospectus, as applicable. You should rely only on the information contained in this prospectus, and any accompanying prospectus supplement, including the information incorporated by reference herein as described under “Where You Can Find More Information; Incorporation of Documents by Reference, and any free writing prospectus that we prepare and distribute. This prospectus and any accompanying prospectus supplement or other offering materials do not contain all of the information included in the registration statement as permitted by the rules and any documents regulations of the SEC. For further information, we incorporate by reference into refer you to the registration statement on Form S-3, including its exhibits. We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, therefore, file reports and other information with the SEC. Statements contained in this prospectus and any accompanying prospectus supplement before you make your investment decision. Our common stock and public warrants or other offering materials about the provisions or contents of any agreement or other document are traded on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “GOEV” and “GOEVW,” respectively. On May 18, 2022, the last reported sale price on Nasdaq of our common stock was $3.38 per share and the last reported sale price of our public warrants was $0.47 per warrant. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, of the securities covered by the applicable prospectus supplement. Our principal executive office is located at 00000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, and our telephone number is (000) 000-0000. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties referenced under the heading “Risk Factors” beginning on page 5 of this prospectus as well as those contained in the applicable prospectus supplement and in the other documents that are incorporated by reference into this prospectus or the applicable prospectus supplement. ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE 3 WHERE YOU CAN FIND MORE INFORMATION 2 RISK FACTORS 5 COMPANY OVERVIEW 4 USE OF PROCEEDS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 DESCRIPTION OF OUR DEPOSITARY SHARES 17 DESCRIPTION OF OUR CAPITAL STOCK 10 DESCRIPTION OF OUR WARRANTS 30 DESCRIPTION OF OUR DEBT SECURITIES 20 PLAN OF DISTRIBUTION 35 DESCRIPTION OF OUR RIGHTS 34 EXPERTS 38 LEGAL MATTERS 37 We are responsible for the information contained and incorporated by reference in this prospectus and in any accompanying prospectus supplement we prepare or authorize. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give youonly summaries. If you are in a jurisdiction where offers to sell, SEC rules require that any agreement or solicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only be filed as of the date of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any accompanying prospectus supplement we may provide you in connection with an offering or that the information contained or incorporated by reference is correct as of any time subsequent exhibit to the date of such information. You registration statement, you should assume refer to that the information in this prospectus agreement or any accompanying prospectus supplement, as well as the information incorporated by reference in this prospectus or any accompanying prospectus supplement, is accurate only as of the date of the documents containing the information, unless the information specifically indicates that another date applies. Our business, financial condition, results of operations and prospects may have changed since those datesdocument for its complete contents.

EXPERTS. The consolidated financial statements of Canoo Inc. as of December 31, 2021 2019 and 20202018, and for each of the two years in the period ended December 31, 2021then ended, incorporated by reference in this prospectus supplement supplement, the accompanying base prospectus and the accompanying prospectus, and the effectiveness of Canoo Inc.’s internal control over financial reporting registration statement have been audited by Deloitte & Touche so incorporated in reliance on the report of BDO USA, LLP, an independent registered public accounting firm, as stated in their reports. Such financial statements are incorporated herein by reference in reliance upon reference, given on the reports authority of such said firm given their authority as experts in accounting auditing and auditing. From time to time, we may offer and sell any combination of the securities described in this prospectus in one or more offeringsaccounting. The securities we may offer may be convertible into or exercisable or exchangeable for other securities. We may offer report contains an explanatory paragraph regarding the securities separately or together, in separate classes or series and in amounts, at prices and on terms that will be determined at the time the securities are offeredCompany’s ability to continue as a going concern. This prospectus describes some supplement is part of a registration statement we filed with the SEC. This prospectus supplement does not contain all of the general terms that may apply to these securities. Each time securities are sold, the specific terms and amounts of the securities being offered, and any other information relating to the specific offering will be set forth in a supplement the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus. The prospectus supplement may also add, update or change information contained in this prospectus. We may sell these securities on a continuous or delayed basis, directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. If any agents, dealers or underwriters are involved in the sale of any securities, the applicable prospectus supplement will set forth their names and any applicable commissions or discounts. See “Plan of Distribution.” We urge you to read carefully this prospectus, any accompanying prospectus supplement and any documents the accompanying base prospectus, we incorporate by reference into this prospectus and any accompanying prospectus supplement before refer you make your investment decision. Our common stock and public warrants are traded on The Nasdaq Global Select Market (“Nasdaq”) under to the symbol “GOEV” and “GOEVW,” respectively. On May 18, 2022, the last reported sale price on Nasdaq of our common stock was $3.38 per share registration statement and the last reported sale price of our public warrants was $0.47 per warrant. The applicable prospectus supplement will contain information, where applicable, exhibits and schedules filed as to other listings, if any, a part of the registration statement. Neither we nor any agent, underwriter or dealer has authorized any person to provide you with different information. We are not making an offer of these securities covered by in any state where the applicable prospectus supplement. Our principal executive office offer is located at 00000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, and our telephone number is (000) 000-0000. Investing in our securities involves a high degree of risknot permitted. You should review carefully the risks and uncertainties referenced under the heading “Risk Factors” beginning on page 5 of this prospectus as well as those contained in the applicable prospectus supplement and in the other documents that are incorporated by reference into this prospectus or the applicable prospectus supplement. ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE 3 WHERE YOU CAN FIND MORE INFORMATION 2 RISK FACTORS 5 COMPANY OVERVIEW 4 USE OF PROCEEDS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 DESCRIPTION OF OUR DEPOSITARY SHARES 17 DESCRIPTION OF OUR CAPITAL STOCK 10 DESCRIPTION OF OUR WARRANTS 30 DESCRIPTION OF OUR DEBT SECURITIES 20 PLAN OF DISTRIBUTION 35 DESCRIPTION OF OUR RIGHTS 34 EXPERTS 38 LEGAL MATTERS 37 We are responsible for the information contained and incorporated by reference in this prospectus and in any accompanying prospectus supplement we prepare or authorize. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give you. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only as of the date of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any accompanying prospectus supplement we may provide you in connection with an offering or that the information contained or incorporated by reference is correct as of any time subsequent to the date of such information. You should assume that the information in this prospectus or supplement is accurate as of any accompanying date other than the date on the front page of this prospectus supplement, as well as regardless of the information incorporated by reference in time of delivery of this prospectus or any accompanying sale of the securities offered by this prospectus supplement. We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public at the SEC’s website at xxx.xxx.xxx. Additional information about Heat Biologics, Inc. is accurate only contained at our website, xxx.xxxxxxxxxxxxx.xxx. Information on our website is not incorporated by reference into this prospectus supplement. We make available on our website our SEC filings as soon as reasonably practicable after those reports are filed with the SEC. The following Corporate Governance documents are also posted on our website: Code of Ethics and the Charters for the Audit Committee, Compensation Committee and Nominating and Governance Committee of the date Board of the documents containing the information, unless the information specifically indicates that another date applies. Our business, financial condition, results of operations and prospects may have changed since those datesDirectors.

EXPERTS. The financial statements of Canoo Inc. as of December 31, 2021 and 2020, 2020 and for each of the two three years in the period ended December 31, 2021, 2021 incorporated by reference in this prospectus supplement and the accompanying prospectus, and the effectiveness of Canoo Inc.’s internal control over financial reporting have been audited by Deloitte & Touche so incorporated in reliance on the report of BDO USA, LLP, an independent registered public accounting firm, as stated in their reports. Such financial statements are incorporated herein by reference in reliance upon reference, given on the reports authority of such said firm given their authority as experts in accounting auditing and auditingaccounting. From time to time, we We may offer and sell any combination of the securities described identified above, and the selling securityholders may offer and sell common stock, in this prospectus each case from time to time in one or more offerings. The securities we may offer may be convertible into or exercisable or exchangeable for other This prospectus provides you with a general description of the securities. We may offer will not receive any proceeds from the securities separately or together, in separate classes or series and in amounts, at prices and on terms that will be determined at sale of our common stock by the time the securities are offered. This prospectus describes some of the general terms that may apply to these securitiesselling securityholders. Each time securities are sold, the specific terms and amounts we or any of the securities being offeredselling securityholders offer and sell securities, and any other information relating to the specific offering we or such selling securityholders will be set forth in provide a supplement to this prospectusprospectus that contains specific information about the offering and, if applicable, the selling securityholders, as well as the amounts, prices and terms of the securities. The prospectus supplement may also add, update or change information contained in this prospectusprospectus with respect to that offering. You should carefully read this prospectus and the applicable prospectus supplement before you invest in any of our securities. We may offer and sell these the securities on a continuous described in this prospectus and any prospectus supplement to or delayed basisthrough one or more underwriters, directly, through dealers and agents, dealers or underwriters as designated from time directly to timepurchasers, or through a combination of these methods. In addition, the selling securityholders may offer and sell shares of our common stock from time to time, together or separately. If any agentsunderwriters, dealers or underwriters agents are involved in the sale of any of the securities, the applicable prospectus supplement will set forth their names and any applicable commissions purchase price, fee, commission or discountsdiscount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution.” We urge you to read carefully this prospectus, any accompanying prospectus supplement and any documents we incorporate by reference into for more information. No securities may be sold without delivery of this prospectus and any accompanying the applicable prospectus supplement before you make your investment decisiondescribing the method and terms of the offering of such securities. INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORS” ON PAGE 7 OF THIS PROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES. Our common stock and public warrants are traded is listed on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “GOEVCRNX.” and “GOEVW,” respectively. On May 18August 9, 20222021, the last reported sale price on Nasdaq of our common stock was $3.38 per share and the last reported sale price of our public warrants common stock on The Nasdaq Global Select Market was $0.47 16.88 per warrant. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, of the securities covered by the applicable prospectus supplement. Our principal executive office is located at 00000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, and our telephone number is (000) 000-0000. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties referenced under the heading “Risk Factors” beginning on page 5 of this prospectus as well as those contained in the applicable prospectus supplement and in the other documents that are incorporated by reference into this prospectus or the applicable prospectus supplementshare. ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE 3 WHERE YOU CAN FIND MORE INFORMATION INFORMATION; INCORPORATION BY REFERENCE 2 THE COMPANY 4 RISK FACTORS 5 COMPANY OVERVIEW 4 USE OF PROCEEDS 9 7 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 7 USE OF PROCEEDS 8 DIVIDEND POLICY 8 DESCRIPTION OF OUR DEPOSITARY SHARES 17 CAPITAL STOCK 9 DESCRIPTION OF OUR CAPITAL STOCK 10 DEBT SECURITIES 14 DESCRIPTION OF OUR WARRANTS 30 DESCRIPTION OF OUR DEBT OTHER SECURITIES 20 22 GLOBAL SECURITIES 23 SELLING SECURITYHOLDERS 27 PLAN OF DISTRIBUTION 35 DESCRIPTION OF OUR RIGHTS 34 EXPERTS 38 28 LEGAL MATTERS 37 29 EXPERTS 29 This prospectus is part of a registration statement that we filed with the U.S. 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, using a “shelf” registration process. By using a shelf registration statement, we may sell securities from time to time and in one or more offerings and the selling securityholders to be named in a supplement to this prospectus may, from time to time, sell shares of common stock from time to time in one or more offerings, as described in this prospectus. Each time that we or the selling securityholders offer and sell securities, we or the selling securityholders will provide a prospectus supplement to this prospectus that contains specific information about the securities being offered and sold and the specific terms of that offering. We are responsible for 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 or free writing prospectus may also add, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between the information contained and incorporated by reference in this prospectus and in any accompanying the applicable prospectus supplement we prepare or authorizefree writing prospectus, you should rely on the prospectus supplement or free writing prospectus, as applicable. We Before purchasing any securities, you should carefully read both this prospectus and the applicable prospectus supplement (and any applicable free writing prospectuses), together with the additional information described under the heading “Where You Can Find More Information; Incorporation by Reference.” Neither we, nor the selling securityholders, have not authorized anyone to give provide you with any information or to make any representations other informationthan those contained in this prospectus, any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We and we the selling securityholders take no responsibility for for, and can provide no assurance as to the reliability of, any other information that others may give you. If you are We and the selling securityholders will not make an offer to sell these securities in a any jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does or sale is not extend to you. The information contained in this document speaks only as of the date of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any accompanying prospectus supplement we may provide you in connection with an offering or that the information contained or incorporated by reference is correct as of any time subsequent to the date of such informationpermitted. You should assume that the information appearing in this prospectus or and the applicable prospectus supplement to this prospectus is accurate only as of the date on its respective cover, that the information appearing in any accompanying applicable free writing prospectus supplementis accurate only as of the date of that free writing prospectus, as well as the and that any information incorporated by reference in this prospectus or any accompanying prospectus supplement, is accurate only as of the date of the documents containing the informationdocument incorporated by reference, unless the information specifically indicates that another date applieswe indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus incorporates by reference, and any prospectus supplement or free writing prospectus may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. Although we are not aware of any misstatements regarding the market and industry data presented in this prospectus and the documents incorporated herein by reference, these estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus, the applicable prospectus supplement and any applicable free writing prospectus, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. When we refer to “Crinetics,” “we,” “our,” “us” and the “Company” in this prospectus, we mean Crinetics Pharmaceuticals, Inc., unless otherwise specified. When we refer to “you,” we mean the potential holders of the applicable series of securities. We use our pending trademark, Crinetics, in this prospectus. This prospectus also includes trademarks, tradenames and service marks that are the property of other organizations. Solely for convenience, trademarks and tradenames referred to in this prospectus appear without the ® and ™ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or that the applicable owner will not assert its rights, to these trademarks and tradenames. We file reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information about issuers, such as us, who file electronically with the SEC. The address of that website is xxxx://xxx.xxx.xxx. Our website address is xxx.xxxxxxxxx.xxx. The information on our website, however, is not, and should not be deemed to be, a part of this prospectus. This prospectus and any prospectus supplement are part of a registration statement that we filed with the SEC and do not contain all of the information in the registration statement. The full registration statement may be obtained from the SEC or us, as provided below. Forms of the indenture and other documents establishing the terms of the offered securities are or may be filed as exhibits to the registration statement or documents incorporated by reference in the registration statement. Statements in this prospectus or any prospectus supplement about these documents are summaries and each statement is qualified in all respects by reference to the document to which it refers. You should refer to the actual documents for a more complete description of the relevant matters. You may inspect a copy of the registration statement through the SEC’s website, as provided above. The SEC’s rules allow us to “incorporate by reference” information into this prospectus, which 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 deemed to be part of this prospectus, and subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained in this prospectus or a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or a subsequently filed document incorporated by reference modifies or replaces that statement. We incorporate by reference our documents listed below and 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, which we refer to as the “Exchange Act,” in this prospectus, between the date of this prospectus and the termination of the offering of the securities described in this prospectus. We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed below or filed in the future, that are not deemed “filed” with the SEC, including our Compensation Committee report and performance graph or any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or related exhibits furnished pursuant to Item 9.01 of Form 8-K. This prospectus and any accompanying prospectus supplement incorporate by reference the documents set forth below that have previously been filed with the SEC: • our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 30, 2021; • our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 and June 30, 2021, filed with the SEC on May 6, 2021 and August 10, 2021, respectively; • the information specifically incorporated by reference into our Annual Report on Form 10-K from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 30, 2021; • our Current Reports on Form 8-K, filed with the SEC on January 6, 2021, February 3, 2021, February 4, 2021, April 8, 2021, June 23, 2021, June 28, 2021, July 29, 2021 and August 10, 2021; and • the description of our common stock contained in our registration statement on Form 8-A, filed with the SEC on July 12, 2018 and any amendment or report filed with the SEC for the purpose of updating the description. All reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering, but excluding any information furnished to, rather than filed with, the SEC, will also be incorporated by reference into this prospectus and deemed to be part of this prospectus from the date of the filing of such reports and documents. You may request a free copy of any of the documents incorporated by reference in this prospectus (other than exhibits, unless they are specifically incorporated by reference in the documents) by writing or telephoning us at the following address: Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus or any accompanying prospectus supplement.

EXPERTS. The financial statements of Canoo Inc. as of December 31, 2021 2022 and 20202021, and for each of the two years in the period ended December 31, 20212022, incorporated by reference in this prospectus supplement and the accompanying prospectus, and the effectiveness of Canoo Inc.’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reportsreport. Such financial statements are incorporated by reference in reliance upon the reports report of such firm given their authority as experts in accounting and auditing. From time to time, we may offer and sell any combination of the securities described in this prospectus in one or more offerings. The securities we may offer may be convertible into or exercisable or exchangeable for other securities. We may offer the securities separately or together, in separate classes or series and in amounts, at prices and on terms that will be determined at the time the securities are offered. This prospectus describes some of the general terms that may apply to these securities. Each time securities are sold, the specific terms and amounts of the securities being offered, and any other information relating to the specific offering will be set forth in a supplement to this prospectus. The prospectus supplement may also add, update or change information contained in this prospectus. We may sell these securities on a continuous or delayed basis, directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. If any agents, dealers or underwriters are involved in the sale of any securities, the applicable prospectus supplement will set forth their names and any applicable commissions or discounts. See “Plan of Distribution.” We urge you to read carefully this prospectus, any accompanying prospectus supplement and any documents we incorporate by reference into this prospectus and any accompanying prospectus supplement before you make your investment decision. Our common stock and public warrants are traded on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “GOEV” and “GOEVW,” respectively. On May 18, 2022, the last reported sale price on Nasdaq of our common stock was $3.38 per share and the last reported sale price of our public warrants was $0.47 per warrant. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, of the securities covered by the applicable prospectus supplement. Our principal executive office is located at 00000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, and our telephone number is (000) 000-0000. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties referenced under the heading “Risk Factors” beginning on page 5 of this prospectus as well as those contained in the applicable prospectus supplement and in the other documents that are incorporated by reference into this prospectus or the applicable prospectus supplement. ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE 3 WHERE YOU CAN FIND MORE INFORMATION 2 RISK FACTORS 5 COMPANY OVERVIEW 4 USE OF PROCEEDS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 DESCRIPTION OF OUR DEPOSITARY SHARES 17 DESCRIPTION OF OUR CAPITAL STOCK 10 DESCRIPTION OF OUR WARRANTS 30 DESCRIPTION OF OUR DEBT SECURITIES 20 PLAN OF DISTRIBUTION 35 DESCRIPTION OF OUR RIGHTS 34 EXPERTS 38 LEGAL MATTERS 37 We are responsible for the information contained and incorporated by reference in this prospectus and in any accompanying prospectus supplement we prepare or authorize. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give you. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only as of the date of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any accompanying prospectus supplement we may provide you in connection with an offering or that the information contained or incorporated by reference is correct as of any time subsequent to the date of such information. You should assume that the information in this prospectus or any accompanying prospectus supplement, as well as the information incorporated by reference in this prospectus or any accompanying prospectus supplement, is accurate only as of the date of the documents containing the information, unless the information specifically indicates that another date applies. Our business, financial condition, results of operations and prospects may have changed since those dates.

EXPERTS. The financial statements of Canoo TeraWulf Inc. as of December 31, 2021 and 2020, and for each of the two years in the period ended from April 1, 2021 to December 31, 2021, 2021 incorporated in this registration statement by reference in this prospectus supplement and the accompanying prospectus, and the effectiveness of Canoo Inc.’s internal control over financial reporting have been audited by Deloitte & Touche RSM US LLP, an independent registered public accounting firm, as stated in their reports. Such financial statements are report thereon, incorporated herein by reference reference, and have been incorporated in this registration statement in reliance upon such report and upon the reports authority of such firm given their authority as experts in accounting and auditing. From time to time, we We may offer and sell from time to time shares of our common stock, shares of our preferred stock, debt securities, depositary shares, warrants, rights, purchase contracts or units, or any combination of the securities described in this prospectus thereof, in one or more offerings. The securities we may offer may be convertible into or exercisable or exchangeable for other securities. We may offer the securities separately or together, in separate classes or series and offerings in amounts, at prices and on terms that will be determined we determine at the time the securities are offered. This prospectus describes some of the general terms that may apply offering, with an aggregate initial offering price of up to these securities$500,000,000 (or its equivalent in foreign currencies, currency units or composite currencies). Each time we offer securities are soldpursuant to this prospectus, we will provide a prospectus supplement containing more information about the specific terms and amounts of the securities being offered, and any other information relating to the specific particular offering will be set forth in a supplement to together with this prospectus. The prospectus supplement also may also add, update or change information contained in this prospectus. We This prospectus may not be used to offer and sell these securities without a prospectus supplement. These securities may be sold on a continuous or delayed basis, directly, basis directly to or through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. Our common stock is traded on the Nasdaq Stock Market LLC under the symbol “XXXX.” If we decide to list or seek a quotation for any agents, dealers or underwriters are involved in the sale of any other securities, the applicable prospectus supplement relating to those securities will set forth their names and any applicable commissions disclose the exchange or discountsmarket on which those securities will be listed or quoted. See “Plan of Distribution.” Investing in these securities involves significant risks. We urge strongly recommend that you to read carefully the risks we describe in this prospectus, prospectus as well as in any accompanying prospectus supplement and any documents we incorporate the risk factors that are incorporated by reference into this prospectus from our filings made with the Securities and any accompanying prospectus supplement before you make your investment decisionExchange Commission. Our common stock and public warrants are traded on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “GOEV” and “GOEVW,” respectively. On May 18, 2022, the last reported sale price on Nasdaq of our common stock was $3.38 per share and the last reported sale price of our public warrants was $0.47 per warrant. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, of the securities covered by the applicable prospectus supplement. Our principal executive office is located at 00000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, and our telephone number is (000) 000-0000. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties referenced under the heading See “Risk Factors” beginning on page 5 of this prospectus as well as those contained in the applicable prospectus supplement and in the other documents that are incorporated by reference into this prospectus or the applicable prospectus supplementprospectus. ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE 3 2 WHERE YOU CAN FIND MORE INFORMATION 2 RISK FACTORS 5 1 THE COMPANY OVERVIEW 4 USE OF PROCEEDS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 3 USE OF PROCEEDS 6 RISK FACTORS 5 DESCRIPTION OF OUR DEPOSITARY SHARES 17 DESCRIPTION OF OUR CAPITAL STOCK THE DEBT SECURITIES 10 DESCRIPTION OF OUR WARRANTS 30 CAPITAL STOCK 7 DESCRIPTION OF OUR DEBT SECURITIES THE WARRANTS 23 DESCRIPTION OF DEPOSITARY SHARES 20 DESCRIPTION OF THE PURCHASE CONTRACTS 26 DESCRIPTION OF THE RIGHTS 25 PLAN OF DISTRIBUTION 35 28 DESCRIPTION OF OUR RIGHTS 34 EXPERTS 38 LEGAL MATTERS 37 We are responsible for the information contained and incorporated by reference in this prospectus and in any accompanying prospectus supplement we prepare or authorize. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give you. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only as of the date of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any accompanying prospectus supplement we may provide you in connection with an offering or that the information contained or incorporated by reference is correct as of any time subsequent to the date of such information. You should assume that the information in this prospectus or any accompanying prospectus supplement, as well as the information incorporated by reference in this prospectus or any accompanying prospectus supplement, is accurate only as of the date of the documents containing the information, unless the information specifically indicates that another date applies. Our business, financial condition, results of operations and prospects may have changed since those dates.THE UNITS 27

EXPERTS. The consolidated financial statements of Canoo Inc. as of December 31, 2021 and 2020, and incorporated in this prospectus by reference from the Company’s Annual Report on Form 10-K for each of the two years in the period year ended December 31, 20212019, incorporated by reference in this prospectus supplement and the accompanying prospectus, and the effectiveness of Canoo Inc.’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reportsreport, which is incorporated herein by reference. Such consolidated financial statements are have been so incorporated by reference in reliance upon the reports report of such firm given upon their authority as experts in accounting and auditing. From time to time, we may offer up to $150,000,000 aggregate dollar amount of shares of our common stock or preferred stock, debt securities, warrants to purchase our common stock, preferred stock or debt securities, subscription rights to purchase our common stock, preferred stock or debt securities and/or units consisting of some or all of these securities, in any combination, together or separately, in one or more offerings, in amounts, at prices and on the terms that we will determine at the time of the offering and which will be set forth in a prospectus supplement and any related free writing prospectus. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus. The total amount of these securities will have an initial aggregate offering price of up to $150,000,000. You should read this prospectus, the information incorporated, or deemed to be incorporated, by reference in this prospectus, and any applicable prospectus supplement and related free writing prospectus carefully before you invest. Our common stock is traded on The Nasdaq Global Market under the symbol “SRRA.” On August 5, 2020 the last reported sales price for our common stock was $11.75 per share. None of the other securities we may offer are currently traded on any securities exchange. The applicable prospectus supplement and any related free writing prospectus will contain information, where applicable, as to any other listing on The Nasdaq Global Market or any securities market or exchange of the securities covered by the prospectus supplement and any related free writing prospectus. Under the registration statement to which this prospectus forms a part, we may not sell our securities in a primary offering with a value exceeding one-third of our public float in any 12-month period (unless our public float rises to $75.0 million or more). The aggregate market value of our outstanding common stock held by non-affiliates, or public float, was approximately $71.0 million, based on 10,395,732 shares of outstanding common stock, of which approximately 5,755,745 shares were held by affiliates, and a price of $15.31 per share, which was the last reported sale price of our common stock on The NASDAQ Global Market on June 18, 2020. We have not offered any securities pursuant to General Instruction I.B.6. of Form S-3 in the prior 12-month period that ends on and includes the date of this prospectus, other than $20,000,000 of our common stock that may be issued and sold under an open market sale agreement dated August 6, 2020 with Xxxxxxxxx LLC, which is being registered concurrently herewith. An investment in our securities involves a high degree of risk. You should carefully consider the information under the heading “Risk Factors” beginning on page 4 of this prospectus before investing in our securities. Common stock, preferred stock, debt securities, warrants, subscription rights and/or units may be sold by us to or through underwriters or dealers, directly to purchasers or through agents designated from time to time. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus. If any underwriters, dealers or agents are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of such underwriters or agents and any applicable fees, discounts or commissions, details regarding over-allotment options, if any, and the net proceeds to us will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement. The date of this prospectus is August 13, 2020 TABLE OF CONTENTS ABOUT THIS PROSPECTUS PAGE 1 PROSPECTUS SUMMARY 2 RISK FACTORS 4 FORWARD-LOOKING STATEMENTS 5 WHERE YOU CAN FIND MORE INFORMATION 6 INCORPORATION OF INFORMATION BY REFERENCE 7 USE OF PROCEEDS 8 PLAN OF DISTRIBUTION 9 DESCRIPTION OF CAPITAL STOCK 11 DESCRIPTION OF DEBT SECURITIES 14 DESCRIPTION OF WARRANTS 20 DESCRIPTION OF SUBSCRIPTION RIGHTS 22 DESCRIPTION OF UNITS 23 LEGAL MATTERS 25 EXPERTS 25 This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC, using a “shelf” registration process. Under this shelf registration process, from time to time, we may sell any combination of the securities described in this prospectus in one or more offerings, up to a total dollar amount of $150,000,000, subject to any applicable limitations of General Instruction I.B.6. The of Form S-3. We have provided to you in this prospectus a general description of the securities we may offer may be convertible into or exercisable or exchangeable for other securities. We may offer the securities separately or together, in separate classes or series and in amounts, at prices and on terms that will be determined at the time the securities are offered. This prospectus describes some of the general terms that may apply to these securitiesoffer. Each time we sell securities are soldunder this shelf registration process, we will provide a prospectus supplement that will contain specific information about the specific terms and amounts of the securities being offered, and any other information relating to the specific offering will be set forth in a supplement to this prospectusoffering. The prospectus supplement We may also add, update or change in the prospectus supplement any of the information contained in this prospectus. We may sell these securities on To the extent there is a continuous or delayed basis, directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. If any agents, dealers or underwriters are involved in the sale of any securities, the applicable prospectus supplement will set forth their names and any applicable commissions or discounts. See “Plan of Distribution.” We urge you to read carefully this prospectus, any accompanying prospectus supplement and any documents we incorporate by reference into this prospectus and any accompanying prospectus supplement before you make your investment decision. Our common stock and public warrants are traded on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “GOEV” and “GOEVW,” respectively. On May 18, 2022, the last reported sale price on Nasdaq of our common stock was $3.38 per share and the last reported sale price of our public warrants was $0.47 per warrant. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, of the securities covered by the applicable prospectus supplement. Our principal executive office is located at 00000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, and our telephone number is (000) 000-0000. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties referenced under the heading “Risk Factors” beginning on page 5 of this prospectus as well as those contained in the applicable prospectus supplement and in the other documents that are incorporated by reference into this prospectus or the applicable prospectus supplement. ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE 3 WHERE YOU CAN FIND MORE INFORMATION 2 RISK FACTORS 5 COMPANY OVERVIEW 4 USE OF PROCEEDS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 DESCRIPTION OF OUR DEPOSITARY SHARES 17 DESCRIPTION OF OUR CAPITAL STOCK 10 DESCRIPTION OF OUR WARRANTS 30 DESCRIPTION OF OUR DEBT SECURITIES 20 PLAN OF DISTRIBUTION 35 DESCRIPTION OF OUR RIGHTS 34 EXPERTS 38 LEGAL MATTERS 37 We are responsible for conflict between the information contained and incorporated by reference in this prospectus and in any accompanying prospectus supplement we prepare or authorize. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give you. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only as of the date of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any accompanying prospectus supplement we may provide you in connection with an offering or that the information contained or incorporated by reference is correct as of any time subsequent to the date of such information. You should assume that rely on the information in this prospectus or any accompanying the prospectus supplement; provided that, as well as the information if any statement in one of these documents is inconsistent with a statement in another document having a later date—for example, a document incorporated by reference in this prospectus or any accompanying prospectus supplement—the statement in the document having the later date modifies or supersedes the earlier statement. You should read both this prospectus and any prospectus supplement together with additional information described under the heading “Where You Can Find More Information.” Neither we, nor any agent, underwriter or dealer have authorized anyone to give you any information or to make any representation other than the information and representations contained in or incorporated by reference into this prospectus or any applicable prospectus supplement. We and any agent, underwriter or dealer take no responsibility for, and can provide no assurance as to the reliability of, any other information others may give you. You may not imply from the delivery of this prospectus and any applicable prospectus supplement, nor from a sale made under this prospectus and any applicable prospectus supplement, that our affairs are unchanged since the date of this prospectus and any applicable prospectus supplement or that the information contained in any document incorporated by reference is accurate only as of any date other than the date of the documents containing document incorporated by reference, regardless of the information, unless time of delivery of this prospectus and any applicable prospectus supplement or any sale of a security. This prospectus and any applicable prospectus supplement may only be used where it is legal to sell the information specifically indicates that another date applies. Our business, financial condition, results of operations and prospects may have changed since those datessecurities.

EXPERTS. The consolidated financial statements of Canoo Inc. as of December 31April 30, 2022 and 2021 and 2020, and for each of the two years in the period ended December 31, 2021, incorporated by reference in this prospectus supplement and the accompanying prospectus, and the effectiveness of Canoo Inc.’s internal control over financial reporting have been audited by Deloitte Xxxxxxx & Touche LLPCompany, P.A., an independent registered public accounting firm, as stated set forth in their reports. Such financial statements reports thereon, and are incorporated by reference in this prospectus supplement in reliance upon on such reports given on the reports authority of such said firm given their authority as experts in accounting auditing and auditingaccounting. From time Aspen Group, Inc. intends to time, we may offer and sell any combination from time to time the securities described in this prospectus. The total offering price of the securities described in this prospectus in one or more offerings. The securities we may offer may be convertible into or exercisable or exchangeable for other securities. We may offer the securities separately or together, in separate classes or series and in amounts, at prices and on terms that will be determined at the time the securities are offerednot exceed a total of $125,000,000. This prospectus describes some of the general terms that may apply to these the securities. Each time securities are sold, the We will provide specific terms and amounts of the any securities being offered, and any other information relating to the specific offering will be set forth we may offer in a supplement supplements to this prospectus. You should read this prospectus and any applicable prospectus supplement carefully before you invest. We also may authorize one or more free writing prospectuses to be provided to you in connection with the offering. The prospectus supplement and any free writing prospectus also may also add, update or change information contained or incorporated in this prospectus. We may offer and sell these securities to or through one or more underwriters, dealers or agents, or directly to purchasers on a continuous or delayed basis, directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. If any agents, dealers or underwriters are involved in the sale of any securities, the applicable The prospectus supplement for each offering of securities will set forth their names and any applicable commissions or discountsdescribe the plan of distribution for that offering. See For general information about the distribution of securities offered, see “Plan of Distribution.” We urge you to read carefully in this prospectus, any accompanying . The prospectus supplement also will set forth the price to the public of the securities and any documents the net proceeds that we incorporate by reference into this prospectus and any accompanying prospectus supplement before you make your investment decisionexpect to receive from the sale of such securities. Our common stock and public warrants are is traded on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “GOEVASPU.” and “GOEVW,” respectively. On May 18December 17, 20222020, the last reported sale sales price on Nasdaq of our common stock on The Nasdaq Global Market was $3.38 11.49 per share and the last reported sale price of our public warrants was $0.47 per warrantshare. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, of the securities covered by the applicable prospectus supplement. Our principal executive office is located at 00000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, and our telephone number is (000) 000-0000. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties referenced under the heading “Risk Factors” beginning on page 5 of this prospectus as well as those contained in the applicable prospectus supplement and in the other documents that are incorporated by reference into this prospectus or the applicable prospectus supplement. ABOUT THIS PROSPECTUS SUMMARY 1 INCORPORATION OF DOCUMENTS BY REFERENCE 3 WHERE YOU CAN FIND MORE INFORMATION 2 RISK FACTORS 5 COMPANY OVERVIEW 4 CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS 3 DESCRIPTION OF CAPITAL STOCK 6 USE OF PROCEEDS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 5 DESCRIPTION OF OUR DEPOSITARY SHARES 17 WARRANTS 12 DESCRIPTION OF DEBT SECURITIES 7 CERTAIN PROVISIONS OF DELAWARE LAW AND OF OUR CAPITAL STOCK 10 CHARTER AND BYLAWS 14 DESCRIPTION OF OUR WARRANTS 30 DESCRIPTION OF OUR DEBT SECURITIES 20 UNITS 13 LEGAL MATTERS 18 PLAN OF DISTRIBUTION 35 DESCRIPTION 16 EXPERTS 18 INCORPORATION OF OUR RIGHTS 34 EXPERTS 38 LEGAL MATTERS 37 We are responsible for the information contained and incorporated by reference in this prospectus and in any accompanying prospectus supplement we prepare or authorize. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give you. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only as of the date of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any accompanying prospectus supplement we may provide you in connection with an offering or that the information contained or incorporated by reference is correct as of any time subsequent to the date of such information. You should assume that the information in this prospectus or any accompanying prospectus supplement, as well as the information incorporated by reference in this prospectus or any accompanying prospectus supplement, is accurate only as of the date of the documents containing the information, unless the information specifically indicates that another date applies. Our business, financial condition, results of operations and prospects may have changed since those dates.CERTAIN INFORMATION BY REFERENCE 18

EXPERTS. The consolidated financial statements of Canoo AMC Entertainment Holdings, Inc. as of December 31appearing in AMC Entertainment Holdings, 2021 and 2020, and Inc.’s Annual Report (Form 10-K) for each of the two years in the period year ended December 31, 2021, incorporated by reference in this prospectus supplement and the accompanying prospectus2023, and the effectiveness of Canoo AMC Entertainment Holdings, Inc.’s internal control over financial reporting as of December 31, 2023 have been audited by Deloitte Xxxxx & Touche Xxxxx LLP, an independent registered public accounting firm, as stated set forth in their reportsreports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are are, and audited financial statements to be included in subsequently filed documents will be, incorporated by reference herein in reliance upon such reports of Xxxxx & Xxxxx LLP pertaining to such financial statements and the reports effectiveness of our internal control over financial reporting as of the respective dates (to the extent covered by consents filed with the SEC) given on the authority of such firm given their authority as experts in accounting and auditing. From time to time, we We may offer and sell any combination of the securities described in this prospectus sell, from time to time in one or more offerings. The securities we may offer may be convertible into or exercisable or exchangeable for other securities. We may offer , shares of our Class A common stock, par value $0.01 (the securities separately or together“common stock”), in separate classes or series preferred stock, subscription rights, depositary shares, warrants and units, in amounts, at prices and on terms that will be determined at the time the securities are offeredof offering. This prospectus describes some of the general terms that may apply to of these securitiessecurities and the general matter in which these securities will be offered. Each time securities are sold, the specific terms and amounts of the securities being offered, and any other information relating to the specific offering will be set forth in a supplement offered pursuant to this prospectus, we will file a prospectus supplement and attach it to this prospectus. We also may provide investors with a free writing prospectus. The prospectus supplement or any free writing prospectus will contain more specific information about the offering and, if applicable, prices and terms of the securities. Such supplements or free writing prospectus may also add, update or change information contained in this prospectus. You should carefully read this prospectus and the applicable prospectus supplement or free writing prospectus, as well as the documents incorporated by reference herein or therein, before you invest in any of our securities. In addition, the selling stockholders to be named in a supplement to this prospectus may from time to time offer or sell one or more of the securities registered herein. To the extent that any selling stockholders resell any securities, the selling stockholders may be required to provide you with this prospectus and a prospectus supplement identifying and containing specific information about the selling stockholders and the amount and terms of the securities being offered. We will not receive any proceeds from the sale of securities by the selling stockholders. This prospectus may not be used to offer and sell these shares of our securities on unless accompanied by a continuous prospectus supplement or delayed basisa free writing prospectus. The securities may be sold at fixed prices, directlyprevailing market prices at the times of sale, prices related to the prevailing market prices and varying prices determined at the times of sale or negotiated prices. The securities offered by this prospectus and the accompanying prospectus supplement or free writing prospectus may be offered by us or the selling stockholders directly to investors or to or through agentsunderwriters, dealers or underwriters other agents. The prospectus supplement for each offering will describe in detail the plan of distribution for that offering and will set forth the names of any underwriters, dealers or agents involved in the offering and any applicable fees, commissions or discount arrangements. Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “AMC.” Each prospectus supplement will indicate whether the securities offered thereby will be listed on any securities exchange. Investing in our securities involves risks. You should carefully read and consider the risk factors included in this prospectus, in our periodic reports, in any applicable prospectus supplement relating to a specific offering of securities and in any other documents we file with the Securities and Exchange Commission (“SEC”). See the sections entitled “Risk Factors” below on page 8, in our other filings with the Securities and Exchange Commission and in the applicable prospectus supplement, if any. This prospectus is part of an automatic shelf registration statement that we filed with the SEC, as designated a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”). Under the automatic shelf registration process, we or the selling stockholders to be named in a prospectus supplement or free writing prospectus may offer and sell, from time to time, in one or through more offerings, the securities described in this prospectus. This prospectus provides you with a combination general description of these methodsour securities that we may offer. If any agentsTo the extent required by applicable law, dealers each time we or underwriters are involved in the sale of any selling stockholders sell securities, we will provide you with this prospectus and, to the applicable extent required, a prospectus supplement that will set forth their names contain more information about the specific terms of the 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. Each such prospectus supplement (and any applicable commissions related free writing prospectus that we may authorize to be provided to you), if any, may also add, update or discountschange information contained in this prospectus or in documents incorporated by reference into this prospectus. See “Plan of Distribution.” We urge you to carefully read carefully this prospectus, any applicable prospectus supplement, if any, and any related free writing prospectus, together with the information incorporated herein and therein by reference as described under the headings “Where You Can Find Additional Information; Incorporation of Documents by Reference” before buying any of the shares of our securities being offered. If there is any inconsistency between the information in this prospectus and any prospectus supplement or free writing prospectus, you should rely on the information provided in the prospectus supplement or free writing prospectus, as applicable. You should rely only on the information contained in this prospectus, and any accompanying prospectus supplement, including the information incorporated by reference herein as described under “Where You Can Find More Information; Incorporation of Documents by Reference”, and any free writing prospectus that we prepare and distribute. Neither we nor the selling stockholders or any of our their respective affiliates have authorized anyone to provide you with information other than that contained in or incorporated by reference into this prospectus, any accompanying prospectus supplement or any free writing prospectus related hereto that we may authorize to be delivered to you. If given or made, any such other information or representation should not be relied upon as having been authorized by us or any selling stockholders. We and the selling stockholders may only offer to sell, and seek offers to buy any securities in jurisdictions where offers and sales are permitted. This prospectus and any documents accompanying prospectus supplement or other offering materials do not contain all of the information included in the registration statement as permitted by the rules and regulations of the SEC. For further information, we incorporate by reference into refer you to the registration statement on Form S-3, including its exhibits. We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, therefore, file reports and other information with the SEC. Statements contained in this prospectus and any accompanying prospectus supplement before you make your investment decision. Our common stock and public warrants or other offering materials about the provisions or contents of any agreement or other document are traded on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “GOEV” and “GOEVW,” respectively. On May 18, 2022, the last reported sale price on Nasdaq of our common stock was $3.38 per share and the last reported sale price of our public warrants was $0.47 per warrant. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, of the securities covered by the applicable prospectus supplement. Our principal executive office is located at 00000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, and our telephone number is (000) 000-0000. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties referenced under the heading “Risk Factors” beginning on page 5 of this prospectus as well as those contained in the applicable prospectus supplement and in the other documents that are incorporated by reference into this prospectus or the applicable prospectus supplement. ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE 3 WHERE YOU CAN FIND MORE INFORMATION 2 RISK FACTORS 5 COMPANY OVERVIEW 4 USE OF PROCEEDS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 DESCRIPTION OF OUR DEPOSITARY SHARES 17 DESCRIPTION OF OUR CAPITAL STOCK 10 DESCRIPTION OF OUR WARRANTS 30 DESCRIPTION OF OUR DEBT SECURITIES 20 PLAN OF DISTRIBUTION 35 DESCRIPTION OF OUR RIGHTS 34 EXPERTS 38 LEGAL MATTERS 37 We are responsible for the information contained and incorporated by reference in this prospectus and in any accompanying prospectus supplement we prepare or authorize. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give youonly summaries. If you are in a jurisdiction where offers to sell, SEC rules require that any agreement or solicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only be filed as of the date of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any accompanying prospectus supplement we may provide you in connection with an offering or that the information contained or incorporated by reference is correct as of any time subsequent exhibit to the date of such informationregistration statement, you should refer to that agreement or document for its complete contents. You should assume that the information in this prospectus or prospectus, any accompanying prospectus supplementsupplement or any other offering materials is only accurate as of the date on its respective cover, as well as the and that any information incorporated by reference in this prospectus or any accompanying prospectus supplement, is accurate only as of the date of the documents containing the informationdocument incorporated by reference, unless the information specifically indicates that another date appliesotherwise indicated. Our business, financial condition, results of operations and prospects may have changed since those datessuch date.

EXPERTS. The Ernst & Young LLP, independent registered public accounting firm, has audited our financial statements of Canoo Inc. as of December 31, 2021 and 2020, and included in our Annual Report on Form 10-K for each of the two years in the period year ended December 31, 20212022, as set forth in their report, which is incorporated by reference in this prospectus supplement and elsewhere in the accompanying prospectus, and the effectiveness of Canoo Inc.’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reportsregistration statement. Such Our financial statements are incorporated by reference in reliance upon the reports of such firm on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing. From time to time, we may offer up to $300.0 million aggregate dollar amount of shares of our common stock or preferred stock, debt securities, warrants to purchase our common stock, preferred stock or debt securities, subscription rights to purchase our common stock, preferred stock or debt securities and/or units consisting of some or all of these securities, in any combination, together or separately, in one or more offerings, in amounts, at prices and on the terms that we will determine at the time of the offering and which will be set forth in a prospectus supplement and any related free writing prospectus. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus. The total amount of these securities will have an initial aggregate offering price of up to $300.0 million. You should read this prospectus, the information incorporated, or deemed to be incorporated, by reference in this prospectus, and any applicable prospectus supplement and related free writing prospectus carefully before you invest. Our common stock is traded on The Nasdaq Global Market under the symbol “STRO.” On November 10, 2023 the last reported sales price for our common stock was $2.08 per share. None of the other securities we may offer are currently traded on any securities exchange. The applicable prospectus supplement and any related free writing prospectus will contain information, where applicable, as to any other listing on The Nasdaq Global Market or any securities market or exchange of the securities covered by the prospectus supplement and any related free writing prospectus. An investment in our securities involves a high degree of risk. You should carefully consider the information under the heading “Risk Factors ” beginning on page 4 of this prospectus as well as those included in any accompanying prospectus supplement and in the documents incorporated by reference in this prospectus before investing in our securities. Common stock, preferred stock, debt securities, warrants, subscription rights and/or units may be sold by us to or through underwriters or dealers, directly to purchasers or through agents designated from time to time. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus. If any underwriters, dealers or agents are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of such underwriters or agents and any applicable fees, discounts or commissions, details regarding over-allotment options, if any, and the net proceeds to us will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement. ABOUT THIS PROSPECTUS 1 PROSPECTUS SUMMARY 2 RISK FACTORS 4 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 5 WHERE YOU CAN FIND MORE INFORMATION 6 INCORPORATION OF INFORMATION BY REFERENCE 7 USE OF PROCEEDS 8 PLAN OF DISTRIBUTION 9 DESCRIPTION OF CAPITAL STOCK 11 DESCRIPTION OF DEBT SECURITIES 15 DESCRIPTION OF WARRANTS 22 DESCRIPTION OF SUBSCRIPTION RIGHTS 24 DESCRIPTION OF UNITS 25 LEGAL MATTERS 26 EXPERTS 27 This prospectus is part of a registration statement on Form S-3 that we filed with the United States Securities and Exchange Commission, or the SEC, using a “shelf” registration process. Under this shelf registration process, from time to time, we may sell any combination of the securities described in this prospectus in one or more offeringsofferings up to a total dollar amount of $300.0 million. The We have provided to you in this prospectus a general description of the securities we may offer may be convertible into or exercisable or exchangeable for other securities. We may offer the securities separately or together, in separate classes or series and in amounts, at prices and on terms that will be determined at the time the securities are offered. This prospectus describes some of the general terms that may apply to these securitiesoffer. Each time we sell securities are soldunder this shelf registration process, we will provide a prospectus supplement that will contain specific information about the specific terms and amounts of the securities being offered, and any other information relating to the specific offering will be set forth in a supplement to this prospectusoffering. The prospectus supplement We may also add, update or change in the prospectus supplement any of the information contained in this prospectus. We may sell these securities on To the extent there is a continuous or delayed basis, directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. If any agents, dealers or underwriters are involved in the sale of any securities, the applicable prospectus supplement will set forth their names and any applicable commissions or discounts. See “Plan of Distribution.” We urge you to read carefully this prospectus, any accompanying prospectus supplement and any documents we incorporate by reference into this prospectus and any accompanying prospectus supplement before you make your investment decision. Our common stock and public warrants are traded on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “GOEV” and “GOEVW,” respectively. On May 18, 2022, the last reported sale price on Nasdaq of our common stock was $3.38 per share and the last reported sale price of our public warrants was $0.47 per warrant. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, of the securities covered by the applicable prospectus supplement. Our principal executive office is located at 00000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, and our telephone number is (000) 000-0000. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties referenced under the heading “Risk Factors” beginning on page 5 of this prospectus as well as those contained in the applicable prospectus supplement and in the other documents that are incorporated by reference into this prospectus or the applicable prospectus supplement. ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE 3 WHERE YOU CAN FIND MORE INFORMATION 2 RISK FACTORS 5 COMPANY OVERVIEW 4 USE OF PROCEEDS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 DESCRIPTION OF OUR DEPOSITARY SHARES 17 DESCRIPTION OF OUR CAPITAL STOCK 10 DESCRIPTION OF OUR WARRANTS 30 DESCRIPTION OF OUR DEBT SECURITIES 20 PLAN OF DISTRIBUTION 35 DESCRIPTION OF OUR RIGHTS 34 EXPERTS 38 LEGAL MATTERS 37 We are responsible for conflict between the information contained and incorporated by reference in this prospectus and in any accompanying prospectus supplement we prepare or authorize. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give you. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only as of the date of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any accompanying prospectus supplement we may provide you in connection with an offering or that the information contained or incorporated by reference is correct as of any time subsequent to the date of such information. You should assume that rely on the information in this prospectus or any accompanying the prospectus supplement; provided that, as well as the information if any statement in one of these documents is inconsistent with a statement in another document having a later date—for example, a document incorporated by reference in this prospectus or any accompanying prospectus supplement—the statement in the document having the later date modifies or supersedes the earlier statement. This prospectus, together with the applicable prospectus supplements and the documents incorporated by reference into this prospectus, includes all material information relating to this offering. You should carefully read both this prospectus and any prospectus supplement together with the additional information described under the heading “Where You Can Find More Information” and “Incorporation of Information by Reference” before buying any of our securities in this offering. Neither we, nor any agent, underwriter or dealer have authorized anyone to give you any information or to make any representation other than the information and representations contained in or incorporated by reference into this prospectus or any applicable prospectus supplement. We and any agent, underwriter or dealer take no responsibility for, and can provide no assurance as to the reliability of, any other information others may give you. You may not imply from the delivery of this prospectus and any applicable prospectus supplement, nor from a sale made under this prospectus and any applicable prospectus supplement, that our affairs are unchanged since the date of this prospectus and any applicable prospectus supplement or that the information contained in any document incorporated by reference is accurate only as of any date other than the date of the documents containing document incorporated by reference, regardless of the informationtime of delivery of this prospectus and any applicable prospectus supplement or any sale of a security. This prospectus and any applicable prospectus supplement may only be used where it is legal to sell the securities. In this prospectus, unless the information specifically indicates context otherwise requires, the terms “Sutro,” the “Company,” “we,” “us,” and “our” refer to Sutro Biopharma, Inc., a Delaware corporation and its subsidiaries, taken as a whole, unless otherwise noted. “Sutro” and all product candidate names are our common law trademarks. This prospectus, also contains or incorporates by reference documents that another date appliescontain references to trademarks, trade names and service marks belonging to other entities. Our businessWe do not intend our use or display of other companies’ trade names, financial conditiontrademarks or service marks to imply a relationship with, results or endorsement or sponsorship of operations us by, these other companies. Solely for convenience, trademarks, trade names and prospects service marks referred to in this prospectus may have changed since those datesappear without the ® or TM symbols, but such references are not intended to indicate, in any way, that we or the applicable licensor will not assert, to the fullest extent under applicable law, our or its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. All trademarks, service marks and trade names included in this document are the property of their respective owners.

EXPERTS. The financial statements of Canoo Inc. as of December 31, 2021 and 2020, and incorporated in this prospectus supplement by reference to the Annual Report on Form 10-K for each of the two years in the period year ended December 31, 2021, incorporated by reference in this prospectus supplement and the accompanying prospectus, and the effectiveness of Canoo Inc.’s internal control over financial reporting 2022 have been audited by Deloitte & Touche so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their reports. Such financial statements are incorporated by reference in reliance upon given on the reports authority of such said firm given their authority as experts in accounting auditing and auditingaccounting. From time to time, we may offer and sell up to $300,000,000 aggregate dollar amount of shares of our common stock or preferred stock, debt securities, warrants to purchase our common stock, preferred stock or debt securities, subscription rights to purchase our common stock, preferred stock or debt securities and/or units consisting of some or all of these securities, in any combination of the securities described in this prospectus combination, together or separately, in one or more offerings. The securities we may offer may be convertible into or exercisable or exchangeable for other securities. We may offer the securities separately or together, in separate classes or series and in amounts, at prices and on the terms that we will be determined determine at the time the securities are offered. This prospectus describes some of the general terms that may apply to these securities. Each time securities are sold, the specific terms offering and amounts of the securities being offered, and any other information relating to the specific offering which will be set forth in a prospectus supplement to this and, if permitted, any related free writing prospectus. The prospectus supplement and, if permitted, any related free writing prospectus may also add, update or change information contained in this prospectus. We may sell The total amount of these securities on a continuous or delayed basiswill have an initial aggregate offering price of up to $300,000,000. You should read this prospectus, directly, through agents, dealers or underwriters as designated from time to timethe information incorporated, or through a combination of these methods. If deemed to be incorporated, by reference in this prospectus, and any agents, dealers or underwriters are involved in the sale of any securities, the applicable prospectus supplement will set forth their names and any applicable commissions or discounts. See “Plan of Distribution.” We urge you to read and, if permitted, related free writing prospectus carefully this prospectus, any accompanying prospectus supplement and any documents we incorporate by reference into this prospectus and any accompanying prospectus supplement before you make your investment decisioninvest. Our common stock and public warrants are traded on The Nasdaq Global Select Market the New York Stock Exchange (the “NasdaqNYSE”) under the symbol symbols “GOEVVLD” and “GOEVWVLD WS,” respectively. On May 18November 9, 2022, the last reported sale sales price on Nasdaq of our common stock was $3.38 2.13 per share and the last reported sale sales price of our public warrants was $0.47 0.30 per warrant. The applicable prospectus supplement and, if permitted, any related free writing prospectus will contain information, where applicable, as to any other listings, if any, listing on the NYSE or any securities market or exchange of the securities covered by the applicable prospectus supplementsupplement and, if permitted, any related free writing prospectus. Our principal executive office is located at 00000 Xxxxxxx XxxxxxWe are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, Xxxxxxxxas amended, Xxxxxxxxxx 00000and, as such, have elected to comply with certain reduced disclosure and our telephone number is (000) 000-0000regulatory requirements. Investing An investment in our securities involves a high degree of risk. You should review carefully consider the risks and uncertainties referenced information under the heading “Risk Factors” beginning on page 5 6 of this prospectus prospectus, as well as those contained in the applicable prospectus supplement sections entitled “Risk Factors” beginning on page 15 of our Annual Report on Form 10- K for the year ended December 31, 2021, beginning on page 48 of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, beginning on page 55 of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 and in beginning on page 57 of our Quarterly Report on Form 10-Q for the other documents that quarter ended September 30, 2022, which reports are incorporated by reference into in this prospectus, before investing in our securities. Common stock, preferred stock, debt securities, warrants, subscription rights and/or units may be sold by us to or through underwriters or dealers, directly to purchasers or through agents designated from time to time. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus. If any underwriters, dealers or agents are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of such underwriters or agents and any applicable fees, discounts or commissions, details regarding over-allotment options, if any, and the applicable net proceeds to us will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement. ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE 3 WHERE YOU CAN FIND MORE INFORMATION SELECTED DEFINITIONS 2 PROSPECTUS SUMMARY 4 RISK FACTORS 5 COMPANY OVERVIEW 4 USE OF PROCEEDS 9 6 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 DESCRIPTION 7 WHERE YOU CAN FIND MORE INFORMATION 8 INCORPORATION OF OUR DEPOSITARY SHARES 17 DESCRIPTION INFORMATION BY REFERENCE 9 USE OF OUR CAPITAL STOCK PROCEEDS 10 DESCRIPTION OF OUR WARRANTS 30 DESCRIPTION OF OUR DEBT SECURITIES 20 PLAN OF DISTRIBUTION 11 DESCRIPTION OF CAPITAL STOCK 13 DESCRIPTION OF DEBT SECURITIES 18 DESCRIPTION OF WARRANTS 26 DESCRIPTION OF SUBSCRIPTION RIGHTS 35 DESCRIPTION OF OUR RIGHTS 34 EXPERTS 38 UNITS 36 LEGAL MATTERS 37 We are responsible for the information contained and incorporated by reference in this prospectus and in any accompanying prospectus supplement we prepare or authorize. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give you. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only as of the date of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any accompanying prospectus supplement we may provide you in connection with an offering or that the information contained or incorporated by reference is correct as of any time subsequent to the date of such information. You should assume that the information in this prospectus or any accompanying prospectus supplement, as well as the information incorporated by reference in this prospectus or any accompanying prospectus supplement, is accurate only as of the date of the documents containing the information, unless the information specifically indicates that another date applies. Our business, financial condition, results of operations and prospects may have changed since those dates.EXPERTS 37

EXPERTS. The financial statements of Canoo Inc. as of December 31, 2021 2016 and 2020, 2015 and for each of the two years in the period ended December 31, 2021, 2016 incorporated by reference in this prospectus supplement and supplement, constituting a part of the accompanying prospectus, and the effectiveness of Canoo Inc.’s internal control over financial reporting registration statement on Form S-3 have been audited by Deloitte & Touche so incorporated in reliance on the report of BDO USA, LLP, an independent registered public accounting firm, as stated in their reports. Such financial statements are incorporated herein by reference in reliance upon reference, given on the reports authority of such said firm given their authority as experts in accounting auditing and auditing. From time to time, we may offer and sell any combination of the securities described in this prospectus in one or more offerings. The securities we may offer may be convertible into or exercisable or exchangeable for other securities. We may offer the securities separately or together, in separate classes or series and in amounts, at prices and on terms that will be determined at the time the securities are offered. This prospectus describes some of the general terms that may apply to these securities. Each time securities are sold, the specific terms and amounts of the securities being offered, and any other information relating to the specific offering will be set forth in a supplement to this prospectus. The prospectus supplement may also add, update or change information contained in this prospectus. We may sell these securities on a continuous or delayed basis, directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. If any agents, dealers or underwriters are involved in the sale of any securities, the applicable prospectus supplement will set forth their names and any applicable commissions or discounts. See “Plan of Distribution.” We urge you to read carefully this prospectus, any accompanying prospectus supplement and any documents we incorporate by reference into this prospectus and any accompanying prospectus supplement before you make your investment decision. Our common stock and public warrants are traded on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “GOEV” and “GOEVW,” respectively. On May 18, 2022, the last reported sale price on Nasdaq of our common stock was $3.38 per share and the last reported sale price of our public warrants was $0.47 per warrant. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, of the securities covered by the applicable prospectus supplement. Our principal executive office is located at 00000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, and our telephone number is (000) 000-0000. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties referenced under the heading “Risk Factors” beginning on page 5 of this prospectus as well as those contained in the applicable prospectus supplement and in the other documents that are incorporated by reference into this prospectus or the applicable prospectus supplement. ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE 3 WHERE YOU CAN FIND MORE INFORMATION 2 RISK FACTORS 5 COMPANY OVERVIEW 4 USE OF PROCEEDS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 DESCRIPTION OF OUR DEPOSITARY SHARES 17 DESCRIPTION OF OUR CAPITAL STOCK 10 DESCRIPTION OF OUR WARRANTS 30 DESCRIPTION OF OUR DEBT SECURITIES 20 PLAN OF DISTRIBUTION 35 DESCRIPTION OF OUR RIGHTS 34 EXPERTS 38 LEGAL MATTERS 37 We are responsible for the information contained and incorporated by reference in this prospectus and in any accompanying prospectus supplement we prepare or authorizeaccounting. We have not authorized anyone filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to give you any other information, and we take no responsibility for any other information that others may give you. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this documentation prospectus supplement. This prospectus supplement and the accompanying prospectus, which are unlawfulpart of the registration statement, or if you are a person omits certain information, exhibits, schedules and undertakings set forth in the registration statement, as permitted by the SEC. For further information pertaining to whom it is unlawful to direct these types of activities, then us and the offer presented securities offered in this document does not extend prospectus supplement, reference is made to youthat registration statement and the exhibits and schedules to the registration statement. The information Statements contained in this document speaks only as of prospectus supplement and the date of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since as to the date of this prospectus contents or any accompanying prospectus supplement we may provide you in connection with an offering or that the information contained or incorporated by reference is correct as provisions of any time subsequent documents referred to the date of such information. You should assume that the information in this prospectus or any accompanying prospectus supplementare not necessarily complete, and in each instance where a copy of the document has been filed as an exhibit to the registration statement, reference is made to the exhibit for a more complete description of the matters involved. We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings can be read and copied at the SEC’s Public Reference Room at 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. The public may obtain information on the operation of the public reference room by calling the SEC at 0-000-XXX-0000. Also, the SEC maintains a website at xxx.xxx.xxx that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including us. Our common stock is listed on the NASDAQ Capital Market under the symbol “ALDX.” General information about our company, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as any amendments and exhibits to those reports, are available free of charge through our website at xxx.xxxxxxx.xxx as soon as reasonably practicable after we file them with, or furnish them to, the information SEC. Information on, or than can be accessed through, our website is not incorporated by reference in into this prospectus supplement or any accompanying prospectus supplement, other securities filings and is accurate only as not a part of the date of the documents containing the information, unless the information specifically indicates that another date applies. Our business, financial condition, results of operations and prospects may have changed since those datesthese filings.

EXPERTS. The consolidated financial statements of Canoo AMC Entertainment Holdings, Inc. and subsidiaries as of December 31, 2021 2019 and 20202018, and for each of the two years in the three-year period ended December 31, 2021, incorporated by reference in this prospectus supplement and the accompanying prospectus2019, and management’s assessment of the effectiveness of Canoo Inc.’s internal control over financial reporting as of December 31, 2019 have been audited incorporated by Deloitte & Touche reference herein, in reliance upon the reports of KPMG LLP, an independent registered public accounting firm, as stated in their reports. Such financial statements are incorporated by reference in reliance herein, and upon the reports authority of such said firm given their authority as experts in accounting and auditing. From The audit report covering the December 31, 2019 consolidated financial statements refers to changes in the method of accounting for leases as of January 1, 2019 due to the adoption of Accounting Standards Codification (ASC) Topic 842, Leases, and for the recognition of revenue and certain costs as of January 1, 2018 due to the adoption of ASC Topic 606, Revenue from Contracts with Customers. The consolidated financial statements of Digital Cinema Implementation Partners, LLC as of December 31, 2019 and 2018 and for each of the years in the three-year period ended December 31, 2019, incorporated in this registration statement by reference, have been so incorporated in reliance upon the report of CohnReznick LLP, independent auditors, given upon the authority of said firm as experts in accounting and auditing. AMC Entertainment Holdings, Inc. may offer and sell from time to time, we may offer and sell any combination of the securities described in this prospectus in one or more offerings. The securities we may offer may be convertible into series or exercisable or exchangeable for other securities. We may offer the securities separately or together, in separate classes or series and in amounts, at prices issuances and on terms that we will be determined determine at the time of the securities are offeredoffering, up to 50,000,000 shares of our Class A common stock, par value $0.01 (the “Class A common stock”) described in this prospectus. This prospectus describes some provides you with a general description of the general terms that may apply to these securitiessecurities offered. Each time securities are soldwe offer and sell securities, the specific terms and amounts of the securities being offered, and any other information relating to the specific offering we will be set forth in file a prospectus supplement to this prospectusprospectus that contains specific information about the offering and, if applicable, the amounts, prices and terms of the securities. The prospectus supplement Such supplements may also add, update or change information contained in this prospectus. You should carefully read this prospectus and the applicable prospectus supplement before you invest in any of our securities. This prospectus may not be used to consummate sales of securities unless accompanied by a prospectus supplement. We may offer and sell these the securities described in this prospectus and any prospectus supplement directly to our stockholders or to other purchasers or through agents on a continuous our behalf or delayed basis, directly, through agents, underwriters or dealers or underwriters as designated from time to time, or through a combination of these methods. If any agents, dealers agents or underwriters are involved in the sale of any of these securities, the applicable prospectus supplement will set forth their provide the names of the agents or underwriters and any applicable commissions fees, commission or discounts. See “Plan of Distribution.” We urge you to read carefully this prospectus, any accompanying prospectus supplement and any documents we incorporate by reference into this prospectus and any accompanying prospectus supplement before you make your investment decision. Our Class A common stock and public warrants are traded is listed on The Nasdaq Global Select Market the New York Stock Exchange (“NasdaqNYSE”) under the symbol “GOEVAMC.” and “GOEVW,” respectively. On May 18December 28, 20222020, the last reported sale price on Nasdaq of our common stock was $3.38 per share and the last reported sale price of our public warrants Class A common stock on the NYSE was $0.47 per warrant2.39. The Investing in our Class A common stock involves risks. You should carefully read and consider the risk factors included in this prospectus, in our periodic reports, in any applicable prospectus supplement will contain informationrelating to a specific offering of securities and in any other documents we file with the SEC. See the sections entitled “Risk Factors” below on page 7, where applicable, as to in our other listings, if any, of filings with the securities covered by SEC and in the applicable prospectus supplement, if any. Our principal executive office is located at 00000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, and our telephone number is (000) 000-0000. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties referenced under the heading “Risk Factors” beginning on page 5 of this prospectus as well as those contained in the applicable prospectus supplement and in the other documents that are incorporated by reference into this prospectus or the applicable prospectus supplement. ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE 3 WHERE YOU CAN FIND MORE INFORMATION 2 RISK FACTORS 5 COMPANY OVERVIEW 4 USE OF PROCEEDS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 DESCRIPTION OF OUR DEPOSITARY SHARES LEGAL MATTERS 17 DESCRIPTION OF OUR CAPITAL STOCK 10 DESCRIPTION OF OUR WARRANTS 30 DESCRIPTION OF OUR DEBT SECURITIES 20 PLAN OF DISTRIBUTION 35 DESCRIPTION OF OUR RIGHTS 34 15 EXPERTS 38 LEGAL MATTERS 37 We are responsible for the information contained and incorporated by reference in this prospectus and in any accompanying prospectus supplement we prepare or authorize. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give you. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only as of the date of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any accompanying prospectus supplement we may provide you in connection with an offering or that the information contained or incorporated by reference is correct as of any time subsequent to the date of such information. You should assume that the information in this prospectus or any accompanying prospectus supplement, as well as the information incorporated by reference in this prospectus or any accompanying prospectus supplement, is accurate only as of the date of the documents containing the information, unless the information specifically indicates that another date applies. Our business, financial condition, results of operations and prospects may have changed since those dates.17

EXPERTS. The consolidated financial statements and management's assessment of Canoo Inc. as of December 31, 2021 and 2020, and for each of the two years in the period ended December 31, 2021, incorporated by reference in this prospectus supplement and the accompanying prospectus, and the effectiveness of Canoo Inc.’s internal control over financial reporting (which is included in Management's Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 10‑K for the year ended December 31, 2013, have been audited by Deloitte & Touche so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their reports. Such financial statements are incorporated by reference in reliance upon given on the reports authority of such said firm given their authority as experts in accounting auditing and auditingaccounting. From ALLETE, Inc. may offer any combination of the securities described in this prospectus in one or more offerings from time to time in amounts authorized from time to time. This prospectus may also be used by a selling securityholder of the securities described herein. ALLETE will provide specific terms of the securities, we including the offering prices, in supplements to this prospectus. The supplements may also add, update or change information contained in this prospectus. You should read this prospectus and any supplements carefully before you invest. ALLETE's common stock is listed on the New York Stock Exchange and trades under the symbol “ALE.” ALLETE's principal executive offices are located at 00 Xxxx Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxx 00000-0000, telephone number (000) 000-0000. ALLETE may offer the securities to or through underwriters or dealers, directly to purchasers or through agents designated from time to time. This prospectus may be used in connection with any offering of securities through any of these methods or other methods described in supplements to this prospectus. The supplements to this prospectus will describe the terms of any particular plan of distribution, including any underwriting arrangements. The “Plan of Distribution” section beginning on page 12 of this prospectus also provides more information on this topic. The date of this prospectus is August 2, 2013. This prospectus is part of a registration statement that ALLETE, Inc. filed under the Securities Act of 1933 with the Securities and Exchange Commission, or SEC, using a “shelf” registration process. ALLETE, Inc. is referred to in this prospectus as “ALLETE.” Under this shelf registration process, ALLETE may issue and sell any combination of the securities described in this prospectus in one or more offerings. The securities we may offer may be convertible into or exercisable or exchangeable for other securities. We may offer offerings from time to time in amounts authorized by the securities separately or together, in separate classes or series and in amounts, at prices and on terms that will be determined at the time the securities are offeredboard of directors of ALLETE. This prospectus describes some provides you with a general description of the general terms that securities ALLETE may apply to these securitiesoffer. Each time securities are soldALLETE sells securities, ALLETE will provide a prospectus supplement that will contain specific information about the specific terms and amounts of the securities being offered, and any other information relating that offering. Material United States federal income tax considerations applicable to the specific offering offered securities will be set forth discussed in a supplement to this prospectusthe applicable prospectus supplement, if necessary. The applicable prospectus supplement may also add, update or change information contained in this prospectus. We may sell these securities on a continuous or delayed basis, directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. If any agents, dealers or underwriters are involved in the sale of any securities, the applicable prospectus supplement will set forth their names and any applicable commissions or discounts. See “Plan of Distribution.” We urge you to You should read carefully this prospectus, any accompanying prospectus supplement and any documents we incorporate by reference into both this prospectus and any accompanying applicable prospectus supplement before you make your investment decision. Our common stock and public warrants are traded on The Nasdaq Global Select Market (“Nasdaq”) together with additional information described under the symbol headings “GOEVWhere You Can Find More Information” and “GOEVW,Incorporation by Reference.” respectivelyFor more detailed information about the securities, you can read the exhibits to the registration statement. On May 18, 2022, Those exhibits have been either filed with the last reported sale price on Nasdaq of our common stock was $3.38 per share and the last reported sale price of our public warrants was $0.47 per warrant. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, of the securities covered by the applicable prospectus supplement. Our principal executive office is located at 00000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, and our telephone number is (000) 000-0000. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties referenced under the heading “Risk Factors” beginning on page 5 of this prospectus as well as those contained in the applicable prospectus supplement and in the other documents that are incorporated by reference into this prospectus or the applicable prospectus supplement. ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE 3 WHERE YOU CAN FIND MORE INFORMATION 2 RISK FACTORS 5 COMPANY OVERVIEW 4 USE OF PROCEEDS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 DESCRIPTION OF OUR DEPOSITARY SHARES 17 DESCRIPTION OF OUR CAPITAL STOCK 10 DESCRIPTION OF OUR WARRANTS 30 DESCRIPTION OF OUR DEBT SECURITIES 20 PLAN OF DISTRIBUTION 35 DESCRIPTION OF OUR RIGHTS 34 EXPERTS 38 LEGAL MATTERS 37 We are responsible for the information contained and incorporated by reference in this prospectus and in any accompanying prospectus supplement we prepare or authorize. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give you. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only as of the date of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any accompanying prospectus supplement we may provide you in connection with an offering or that the information contained registration statement or incorporated by reference is correct as of any time subsequent to earlier SEC filings listed in the date of such informationregistration statement. ALLETE files annual, quarterly and other reports and other information with the SEC. You should assume can read and copy any information filed by ALLETE with the SEC at the SEC's Public Reference Room at 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. You can obtain additional information about the Public Reference Room by calling the SEC at 0-000-XXX-0000. In addition, the SEC maintains a website (xxx.xxx.xxx) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the information in SEC, including ALLETE. ALLETE also maintains a website (xxx.xxxxxx.xxx). Information contained on ALLETE's website does not constitute part of this prospectus or any accompanying prospectus supplement, as well as the information incorporated by reference in this prospectus or any accompanying prospectus supplement, is accurate only as of the date of the documents containing the information, unless the information specifically indicates that another date applies. Our business, financial condition, results of operations and prospects may have changed since those datesprospectus.

EXPERTS. The consolidated financial statements of Canoo Inc. as of December 31statements, 2021 schedule and 2020, and for each management’s assessment of the two years in the period ended December 31, 2021, effectiveness of internal control over financial reporting incorporated by reference in into this prospectus supplement and the accompanying prospectus, and the effectiveness of Canoo Inc.’s internal control over financial reporting prospectus have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports. Such financial statements are so incorporated by reference herein and therein in reliance upon the reports of such Xxxxx Xxxxxxxx LLP, independent registered public accountants, upon the authority of said firm given their authority as experts in accounting and auditing. From Certain legal matters with respect to the validity of any shares of common stock to be issued and offered by means of this prospectus supplement and certain other legal matters relating to Maryland law will be passed upon for us by Xxxxxxx Xxxxx LLP, Baltimore, Maryland, and certain other legal matters and certain tax matters will be passed upon for us by Xxxxxxxx LLP, Detroit, Michigan. The underwriters are being represented in connection with this offering by Xxxxxx Xxxxxxx Xxxxx LLP. Agree Realty Corporation may offer and sell from time to timetime the following securities described in this prospectus, in each case on terms to be determined at the time of the offering: • Common Stock • Preferred Stock • Depositary Shares • Warrants • Guarantees of Debt Securities of Agree Limited Partnership Agree Limited Partnership may offer from time to time debt securities in one or more series. This prospectus describes some of the general terms that apply to the securities. We will provide specific terms of any securities we may offer in supplements to this prospectus. You should read this prospectus and any applicable prospectus supplement carefully before you invest. We also may authorize one or more free writing prospectuses to be provided to you in connection with the offering. The prospectus supplement and any free writing prospectus also may add, update or change information contained or incorporated in this prospectus. We may offer and sell these securities to or through one or more underwriters, dealers or agents, or directly to purchasers on a continuous or delayed basis. The prospectus supplement for each offering of securities will describe the plan of distribution for that offering. For general information about the distribution of securities offered, see “Plan of Distribution” in this prospectus. The prospectus supplement also will set forth the price to the public of the securities and the net proceeds that we expect to receive from the sale of such securities. Agree Realty Corporation’s common stock (the “common stock”) is traded on the New York Stock Exchange (“NYSE”) under the symbol “ADC.” On May 26, 2020 the last reported sales price of the common stock on the NYSE was $64.69 per share. We impose certain restrictions on the ownership and transfer of our capital stock. You should read the information under the section entitled “Description of Common Stock — Restrictions on Ownership and Transfer” in this prospectus for a description of these restrictions. This prospectus is part of an automatic shelf registration statement that we have filed with the Securities and Exchange Commission (the “SEC”) as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act. Under the automatic shelf registration process, we may, over time sell any combination of the securities described in this prospectus or in any applicable prospectus supplement in one or more offerings. The exhibits to our registration statement contain the full text of certain contracts and other important documents we have summarized in this prospectus. Since these summaries may not contain all the information that you may find important in deciding whether to purchase the securities we offer, you should review the full text of these documents. The registration statement and the exhibits can be obtained from the SEC as indicated under the sections entitled “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” This prospectus only provides you with a general description of the securities we may offer may be convertible into or exercisable or exchangeable for other securitiesoffer. We may offer the securities separately or togetherAs allowed by SEC rules, in separate classes or series and in amounts, at prices and on terms that will be determined at the time the securities are offered. This this prospectus describes some does not contain all of the general terms that may apply information you can find in the registration statement or the exhibits to these securitiesthe registration statement. Each time securities are soldwe sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering, including the specific amounts, prices and terms and amounts of the securities being offered, and any other information relating to the specific offering will be set forth in a supplement to this prospectus. The A prospectus supplement may also add, update or change information contained in this prospectus or in documents we have incorporated by reference. Accordingly, to the extent there is an inconsistency between the information in this prospectus and any prospectus supplement, you should rely on the information in the prospectus supplement. You should carefully read both this prospectus and any prospectus supplement together with the additional information described below under the sections entitled “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” This summary only highlights the more detailed information appearing elsewhere in this prospectus or incorporated by reference into this prospectus. We It may sell these securities on a continuous or delayed basis, directly, through agents, dealers or underwriters as designated from time not contain all of the information that is important to time, or through a combination of these methodsyou. If any agents, dealers or underwriters are involved in You should carefully read the sale of any securities, entire prospectus and the applicable prospectus supplement will set forth their names and any applicable commissions or discounts. See “Plan of Distribution.” We urge you to read carefully this prospectus, any accompanying prospectus supplement and any documents we incorporate incorporated by reference into this prospectus before deciding whether to invest in our securities. Unless otherwise indicated or the context requires otherwise, in this prospectus and any accompanying prospectus supplement before you make your hereto references to the “Company” refer to Agree Realty Corporation, a Maryland corporation, and references to the “Operating Partnership” refer to Agree Limited Partnership, a Delaware limited partnership. In this prospectus and any prospectus supplement, the terms “we,” “us,” and “our” refer to the Company, the Operating Partnership and the direct and indirect subsidiaries of the Operating Partnership on a consolidated basis, unless otherwise indicated. The Company is a fully integrated real estate investment decisiontrust (“REIT”) primarily focused on the ownership, acquisition, development and management of retail properties net leased to industry leading tenants. Our The Company was founded in 1971 by its current Executive Chairman, Xxxxxxx Xxxxx, and the Company’s common stock was listed on the NYSE in 1994. The Company’s assets are held by, and all of its operations are conducted through, directly or indirectly, the Operating Partnership, of which the Company is the sole general partner and in which the Company held a 99.3% interest as of March 31, 2020. Under the partnership agreement of the Operating Partnership, the Company, as the sole general partner, has exclusive responsibility and discretion in the management and control of the Operating Partnership. As of March 31, 2020, our portfolio consisted of 868 properties located in 46 states totaling approximately 16.3 million square feet of gross leasable area. As of March 31, 2020, our portfolio was approximately 99.3% leased and had a weighted average remaining lease term of approximately 9.8 years. A significant majority of our properties are leased to national tenants, and as of March 31, 2020, approximately 59.6% of our annualized base rent was derived from tenants, or parent entities thereof, with an investment grade credit rating from S&P Global Ratings (acting through Standard & Poor’s Financial Services LLC), Xxxxx’x Investors Service, Inc., Fitch Ratings, Inc. or the National Association of Insurance Commissioners. Substantially all of our tenants are subject to net lease agreements. A net lease typically requires the tenant to be responsible for minimum monthly rent and property operating expenses including property taxes, insurance and maintenance. The Company was incorporated in December 1993 under the laws of the State of Maryland. The Company believes that it has operated, and it intends to continue to operate, in such a manner to qualify as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”). In order to maintain its qualification as a REIT, the Company must, among other things, distribute at least 90% of its REIT taxable income each year and meet asset and income tests. Additionally, the Company’s charter (the “Charter”) limits ownership of the Company, directly or constructively, by any single person to 9.8% of the value or number of shares, whichever is more restrictive, of the Company’s outstanding common stock and public warrants 9.8% of the value of the aggregate of all of the Company’s outstanding stock, subject to certain exceptions. As a REIT, the Company is not subject to federal income tax with respect to that portion of the Company’s income that is distributed currently to Company stockholders. The requirements to maintain the Company’s qualification as a REIT for federal income tax purposes are traded on The Nasdaq Global Select Market (discussed in greater detail in the “Nasdaq”) under the symbol “GOEVDescription of Common Stock” and “GOEVW,Material Federal Income Tax Considerations” respectively. On May 18, 2022, the last reported sale price on Nasdaq sections of our common stock was $3.38 per share and the last reported sale price of our public warrants was $0.47 per warrant. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, of the securities covered by the applicable prospectus supplementthis prospectus. Our principal executive office is headquarters are located at 00000 Xxxxxxx Xxxxxx, Xxxxxxxx00 X. Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000Xxxxx, XX 00000 and our telephone number is (000) 000-0000. Our website is xxx.xxxxxxxxxxx.xxx. However, the information located on, or accessible from, our website is not, and should not be deemed to be, part of this prospectus or any free writing prospectus or incorporated into any other filing that we submit to the SEC. Investing in our securities involves a high degree of riskrisks. You should review carefully Before purchasing the risks and uncertainties referenced under the heading “Risk Factors” beginning on page 5 of securities offered by this prospectus as well as those contained in you should carefully consider the applicable prospectus supplement and in the other documents that are risk factors incorporated by reference into this prospectus or the applicable prospectus supplement. ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE 3 WHERE YOU CAN FIND MORE INFORMATION 2 RISK FACTORS 5 COMPANY OVERVIEW 4 USE OF PROCEEDS 9 CAUTIONARY NOTE REGARDING FORWARDfrom our Annual Report on Form 10-LOOKING STATEMENTS 6 DESCRIPTION OF OUR DEPOSITARY SHARES 17 DESCRIPTION OF OUR CAPITAL STOCK 10 DESCRIPTION OF OUR WARRANTS 30 DESCRIPTION OF OUR DEBT SECURITIES 20 PLAN OF DISTRIBUTION 35 DESCRIPTION OF OUR RIGHTS 34 EXPERTS 38 LEGAL MATTERS 37 We are responsible K for the year ended December 31, 2019 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, as well as the risks, uncertainties and additional information contained and incorporated by reference set forth in this prospectus and in any accompanying prospectus supplement documents that we prepare or authorize. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give you. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, file with the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only as of the date of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since SEC after the date of this prospectus or any accompanying prospectus supplement we may provide you in connection with an offering or that and which are deemed incorporated by reference into this prospectus, and the information contained or incorporated by reference is correct as into any applicable prospectus supplement. For a description of any time subsequent to the date these reports and documents, and for information about where you can find them, see “Where You Can Find More Information” and “Incorporation of such informationCertain Documents by Reference”. You should assume that the information The risks and uncertainties we discuss in this prospectus or and any accompanying applicable prospectus supplement, as well as supplement and in the information documents incorporated by reference in into this prospectus are those that we currently believe may materially affect us. Additional risks not presently known or any accompanying prospectus supplement, is accurate only as of the date of the documents containing the information, unless the information specifically indicates that another date applies. Our business, are currently deemed immaterial could also materially and adversely affect our financial condition, liquidity, results of operations, business and prospects. Agree Realty Corporation and certain of our subsidiaries may guarantee debt securities of Agree Limited Partnership as described in “Description of Debt Securities and Related Guarantees.” Any such guarantees by Agree Realty Corporation will be full, irrevocable, unconditional and absolute joint and several guarantees to the holders of each series of such outstanding guaranteed debt securities. In March 2020, the SEC adopted amendments to Rule 3-10 of Regulation S-X and created Rule 13-01 of Regulation S-X to simplify disclosure requirements related to certain registered securities. The rule is effective January 4, 2021 but earlier compliance is permitted. As a result of the amendments to Rule 3-10 of Regulation S-X, subsidiary issuers of obligations guaranteed by the parent are not required to provide separate financial statements, provided that the subsidiary obligor is consolidated into the parent company’s consolidated financial statements, the parent guarantee is “full and unconditional” and, subject to certain exceptions, the alternative disclosure required by Rule 13-01 of Regulation S-X is provided, which includes narrative disclosure and summarized financial information. Accordingly, separate consolidated financial statements of Agree Limited Partnership have not been presented. Furthermore, as permitted under Rule 13-01(a)(4)(vi)(A) of Regulation S-X, the Company has excluded the summarized financial information for Agree Limited Partnership and anticipated subsidiary guarantors, if any, because the assets, liabilities and results of operations of Agree Limited Partnership, Agree Realty Corporation and prospects may have changed since those datesthe subsidiaries that we would expect to guarantee any debt securities are not materially different than the corresponding amounts in Agree Realty Corporation’s consolidated financial statements, and management believes such summarized financial information would be repetitive and would not provide incremental value to investors.

EXPERTS. The Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements of Canoo Inc. as of December 31, 2021 and 2020, and included in our Annual Report on Form 10‑K for each of the two years in the period year ended December 31, 20212016 as set forth in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company’s ability to continue as a going concern as described in Note 2 to the consolidated financial statements), which is incorporated by reference in this prospectus supplement. Our financial statements are incorporated by reference in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing. The financial statements for the year ended December 31, 2014 incorporated in this prospectus supplement and by reference to the accompanying prospectusAnnual Report on Form 10‑K for the year ended December 31, and the effectiveness of Canoo Inc.’s internal control over financial reporting 2016 have been audited by Deloitte & Touche so incorporated in reliance on the report (which contains an explanatory paragraph relating to the Company’s ability to continue as a going concern as described in Note 2 to the financial statements) of PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their reports. Such financial statements are incorporated by reference in reliance upon given on the reports authority of such said firm given their authority as experts in accounting auditing and auditing. From time to time, we may offer and sell any combination of the securities described in this prospectus in one or more offerings. The securities we may offer may be convertible into or exercisable or exchangeable for other securitiesaccounting. We may offer file annual, quarterly and current reports, proxy statements and other information with the securities separately or together, in separate classes or series and in amounts, at prices and on terms that will be determined SEC. Our SEC filings are available to the public over the Internet at the time SEC’s website at xxxx://xxx.xxx.xxx. Copies of certain information filed by us with the securities SEC are offeredalso available on our website at xxxx://xxx.xxxxxxxxxx.xxx. This prospectus describes some Our website is not a part of the general terms that may apply to these securities. Each time securities are sold, the specific terms and amounts of the securities being offered, and any other information relating to the specific offering will be set forth in a supplement to this prospectus. The prospectus supplement may also add, update or change information contained in this prospectus. We may sell these securities on a continuous or delayed basis, directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. If any agents, dealers or underwriters are involved in the sale of any securities, the applicable prospectus supplement will set forth their names and any applicable commissions or discounts. See “Plan of Distribution.” We urge you to read carefully this prospectus, any accompanying prospectus supplement and any documents we incorporate by reference into this prospectus and any accompanying prospectus supplement before you make your investment decision. Our common stock and public warrants are traded on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “GOEV” and “GOEVW,” respectively. On May 18, 2022, the last reported sale price on Nasdaq of our common stock was $3.38 per share and the last reported sale price of our public warrants was $0.47 per warrant. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, of the securities covered by the applicable prospectus supplement. Our principal executive office is located at 00000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, and our telephone number is (000) 000-0000. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties referenced under the heading “Risk Factors” beginning on page 5 of this prospectus as well as those contained in the applicable prospectus supplement and in the other documents that are incorporated by reference into this prospectus or the applicable prospectus supplement. ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE 3 WHERE YOU CAN FIND MORE INFORMATION 2 RISK FACTORS 5 COMPANY OVERVIEW 4 USE OF PROCEEDS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 DESCRIPTION OF OUR DEPOSITARY SHARES 17 DESCRIPTION OF OUR CAPITAL STOCK 10 DESCRIPTION OF OUR WARRANTS 30 DESCRIPTION OF OUR DEBT SECURITIES 20 PLAN OF DISTRIBUTION 35 DESCRIPTION OF OUR RIGHTS 34 EXPERTS 38 LEGAL MATTERS 37 We are responsible for the information contained and not incorporated by reference in this prospectus supplement. You may also read and in copy any document we file with the SEC at the SEC’s Public Reference Room, 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. Please call the SEC at 1‑800‑SEC‑0330 for further information on the operation of the Public Reference Room. This prospectus supplement is part of a registration statement that we filed with the SEC. The registration statement contains more information than this prospectus supplement and the accompanying prospectus supplement we prepare or authorizeregarding us and the securities, including certain exhibits and schedules. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give you. If you are in You can obtain a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only as copy of the date of this document, unless registration statement from the information specifically indicates that another date applies. Neither SEC at the delivery of this prospectus address listed above or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since from the date of this prospectus or any accompanying prospectus supplement we may provide you in connection with an offering or that the information contained or incorporated by reference is correct as of any time subsequent to the date of such information. You should assume that the information in this prospectus or any accompanying prospectus supplement, as well as the information incorporated by reference in this prospectus or any accompanying prospectus supplement, is accurate only as of the date of the documents containing the information, unless the information specifically indicates that another date applies. Our business, financial condition, results of operations and prospects may have changed since those datesSEC’s internet site.

EXPERTS. The consolidated financial statements of Canoo Inc. Innate Pharma S.A. as of December 31, 2021 2021, 2020 and 20202019, and for each of the two three years in the period ended December 31, 2021, incorporated by reference in this prospectus supplement and Prospectus Supplement by reference to Innate Pharma S.A.’s Annual Report on Form 20-F for the accompanying prospectusyear ended December 31, and the effectiveness of Canoo Inc.’s internal control over financial reporting 2021, have been audited by Deloitte & Touche LLPAssociés, an independent registered public accounting firm, as stated set forth in their reportsreport. Such consolidated financial statements are incorporated by reference in reliance upon the reports report of such firm given their authority as experts in accounting and auditing. From The offices of Deloitte & Associés are located at 0 xxxxx xx xx Xxxxxxxx, 00000 Xxxxx-xx-Xxxxxxx Xxxxx, Xxxxxx. This prospectus will allow us to issue, from time to time, we may offer and sell any combination of the securities described in this prospectus in one or more offerings. The securities we may offer may be convertible into or exercisable or exchangeable for other securities. We may offer the securities separately or together, in separate classes or series and in amounts, time at prices and on terms that will to be determined at or prior to the time of the securities are offeredoffering, up to $200,000,000 of our ordinary shares, including American Depositary Shares, or ADSs, representing ordinary shares. This prospectus describes some of the general terms that may apply to of these securitiessecurities and the general manner in which these securities will be offered. Each time securities are sold, 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 amounts of the securities being offeredmay also supplement, update or amend information contained in this document. You should read this prospectus and any other prospectus supplement, as well as any documents incorporated by reference into this prospectus or any 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 relating on the methods of sale, you should refer to the specific offering 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 or commissions and over-allotment options will be set forth in a supplement to this prospectusprospectus supplement. The prospectus supplement may price to the public of such securities and the net proceeds that we expect to receive from such sale will also add, update or change information contained in this prospectus. We may sell these securities on a continuous or delayed basis, directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. If any agents, dealers or underwriters are involved in the sale of any securities, the applicable prospectus supplement will be set forth their names and any applicable commissions or discounts. See “Plan of Distribution.” We urge you to read carefully this prospectus, any accompanying in a prospectus supplement and any documents we incorporate by reference into this prospectus and any accompanying prospectus supplement before you make your investment decisionsupplement. Our common stock and public warrants ADSs are traded listed on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “GOEVIPHA.” and “GOEVW,” respectively. On May 18January 12, 20222021, the last reported sale price on Nasdaq of our common stock was $3.38 per share and the last reported sale price of our public warrants ADSs on The Nasdaq Global Select Market was $0.47 4.74 per warrantADS. The applicable prospectus supplement will contain information, where applicable, as to any other listingslisting, if any, on The Nasdaq Global Select Market or any securities market or other securities exchange of the securities covered by the applicable prospectus supplement. Our principal executive office is located at 00000 Xxxxxxx XxxxxxProspective purchasers of our securities are urged to obtain current information as to the market prices of our securities, Xxxxxxxx, Xxxxxxxxxx 00000, and our telephone number is (000) 000-0000where applicable. Investing in our securities involves a high degree of risk. You Before deciding whether to invest in our securities, you should review consider carefully the risks and uncertainties referenced under the heading “Risk Factors” beginning that we have described on page 5 of this prospectus as well as those contained under the caption “Risk Factors” and under the caption “Risk Factors” in our most recent Annual Report on Form 20-F incorporated by reference in this prospectus. We may also include specific risk factors in supplements to this prospectus under the applicable caption “Risk Factors.” This prospectus may not be used to sell our securities unless accompanied by a prospectus supplement. TABLE OF CONTENTS i 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, in one or more offerings, with a total aggregate offering price of up to $200,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we 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 the other this prospectus or in any documents that are we have incorporated by reference into this prospectus or the prospectus. You should read this prospectus, any applicable prospectus supplement. ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE 3 WHERE YOU CAN FIND MORE INFORMATION 2 RISK FACTORS 5 COMPANY OVERVIEW 4 USE OF PROCEEDS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 DESCRIPTION OF OUR DEPOSITARY SHARES 17 DESCRIPTION OF OUR CAPITAL STOCK 10 DESCRIPTION OF OUR WARRANTS 30 DESCRIPTION OF OUR DEBT SECURITIES 20 PLAN OF DISTRIBUTION 35 DESCRIPTION OF OUR RIGHTS 34 EXPERTS 38 LEGAL MATTERS 37 We are responsible for 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. 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 and or incorporated by reference in this prospectus, any applicable prospectus and 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 accompanying prospectus supplement we prepare or authorize. We have not authorized anyone jurisdiction to give you any other information, and we take no responsibility for any other information that others may give you. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then make such offer or solicitation in such jurisdiction. You should not assume that the offer presented in this document does not extend to you. The information contained in this document speaks only as 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 date of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any accompanying prospectus supplement we may provide you in connection with an offering document or that the any information contained or we have incorporated by reference is correct as of on any time date subsequent to the date of such information. You should assume that the information in document incorporated by reference, even though this prospectus, any applicable prospectus supplement or any accompanying related free writing prospectus supplementis delivered, as well as or securities are sold, on a later date. This prospectus and the information incorporated herein by reference contains summaries of certain provisions contained in this prospectus or any accompanying prospectus supplement, is accurate only as of the date some of the documents containing 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, unless will be filed or will be incorporated by reference as exhibits to the information specifically indicates that another date applies. Our businessregistration statement of which this prospectus is a part, financial conditionand 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, results of operations “Innate,” “the company,” “our company,” “we,” “us” and prospects may have changed since those dates“our” refer to Innate Pharma S.A. and its consolidated subsidiaries.

EXPERTS. The financial statements of Canoo Inc. as of December 31, 2021 and 2020, and incorporated in this prospectus supplement by reference to the Annual Report on Form 10-K for each of the two years in the period year ended December 31, 20212018 have been so incorporated in reliance on the report of RSM US LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. We file reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information about issuers, such as us, who file electronically with the SEC. The address of that website is xxxxx://xxx.xxx.xxx/. Our website address is xxxxx://xxx.xxxxxxxx.xxx/. The information on our website, however, is not, and should not be deemed to be, a part of this prospectus supplement or the accompanying prospectus. This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the SEC and do not contain all of the information in the registration statement. The full registration statement may be obtained from the SEC or us, as provided below. Statements about documents in this prospectus supplement, the accompanying prospectus or any documents incorporated by reference are summaries and each statement is qualified in all respects by reference to the document to which it refers. You should refer to the actual documents for a more complete description of the relevant matters. You may inspect a copy of the registration statement through the SEC’s website, as provided above. The SEC’s rules allow us to “incorporate by referenceâ€# information into this prospectus supplement and the accompanying prospectus, which 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 deemed to be part of this prospectus supplement and the accompanying prospectus, and subsequent information that we file with the effectiveness of Canoo Inc.’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated SEC will automatically update and supersede that information. Any statement contained in their reports. Such financial statements are a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus supplement and the accompanying prospectus to the extent that a statement contained in reliance upon this prospectus supplement or the reports accompanying prospectus modifies or replaces that statement. We incorporate by reference our documents listed below and any future filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of such firm given their authority the Securities Exchange Act of 1934, as experts amended, which we refer to as the “Exchange Actâ€# in accounting this prospectus supplement, between the date of this prospectus supplement and auditing. From time to time, we may offer and sell any combination the termination of the offering of the securities described in this prospectus supplement. We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed below or filed in the future, that are not deemed “filedâ€# with the SEC, including our Compensation Committee report and performance graph or any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or related exhibits furnished pursuant to Item 9.01 of Form 8-K. This prospectus supplement and the accompanying prospectus incorporate by reference the documents set forth below that have previously been filed with the SEC: • our Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on March 1, 2019; • our Current Reports on Form 8-K filed with the SEC on February 19, 2019, February 28, 2019 and March 1, 2019; and • the description of our Common Stock contained in our registration statement on Form 10-12B (File No. 001-36905) initially filed with the SEC on April 1, 2015, and any amendment or report filed with the SEC for the purpose of updating the description All reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this 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 furnished to, rather than filed with, the SEC, will also be incorporated by reference into this prospectus supplement and deemed to be part of this prospectus supplement from the date of the filing of such reports and documents. You may request a free copy of any of the documents incorporated by reference in this prospectus supplement (other than exhibits, unless they are specifically incorporated by reference in the documents) by writing or telephoning us at the following address: Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus supplement. We may offer and sell up to $150,000,000 in the aggregate of the securities identified above from time to time in one or more offerings. This prospectus provides you with a general description of the securities. Each time we offer and sell securities, we will provide a supplement to this prospectus that contains specific information about the offering and the amounts, prices and terms of the securities. The securities we supplement may offer may be convertible into also add, update or exercisable or exchangeable for other change information contained in this prospectus with respect to that offering. You should carefully read this prospectus and the applicable prospectus supplement before you invest in any of our securities. We may offer and sell the securities separately described in this prospectus and any prospectus supplement to or togetherthrough one or more underwriters, dealers and agents, or directly to purchasers, or through a combination of these methods. 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 arrangement between or among them will be set forth, or will be calculable from the information set forth, in separate classes or series the applicable prospectus supplement. See the sections of this prospectus entitled “About this Prospectusâ€# and in amounts“Plan of Distributionâ€# for more information. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the offering of such securities. INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORSâ€# ON PAGE 5 OF THIS PROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES. Our common stock is listed on The NASDAQ Global Market under the symbol “SPNE.â€# On August 10, at prices and 2016, the last reported sale price of our common stock on terms that will be determined at the time the securities are offeredThe NASDAQ Global Market was $10.22 per share. This prospectus describes some is part of a registration statement that we filed with the general terms that U.S. Securities and Exchange Commission, or the SEC, using a “shelfâ€# registration process. By using a shelf registration statement, we may apply sell securities from time to these securitiestime and in one or more offerings up to a total dollar amount of $150,000,000 as described in this prospectus. Each time that we offer and sell securities, we will provide a prospectus supplement to this prospectus that contains specific information about the securities are sold, being offered and sold and the specific terms and amounts of the securities being offered, and any other information relating to the specific offering will be set forth in a supplement to this prospectusthat offering. The prospectus supplement may also add, update or change information contained in this prospectus. We may sell these securities on a continuous or delayed basis, directly, through agents, dealers or underwriters as designated from time prospectus with respect to time, or through a combination of these methodsthat offering. If there is any agents, dealers or underwriters are involved in the sale of any securities, the applicable prospectus supplement will set forth their names and any applicable commissions or discounts. See “Plan of Distribution.” We urge you to read carefully this prospectus, any accompanying prospectus supplement and any documents we incorporate by reference into this prospectus and any accompanying prospectus supplement before you make your investment decision. Our common stock and public warrants are traded on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “GOEV” and “GOEVW,” respectively. On May 18, 2022, the last reported sale price on Nasdaq of our common stock was $3.38 per share and the last reported sale price of our public warrants was $0.47 per warrant. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, of the securities covered by the applicable prospectus supplement. Our principal executive office is located at 00000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, and our telephone number is (000) 000-0000. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties referenced under the heading “Risk Factors” beginning on page 5 of this prospectus as well as those contained in the applicable prospectus supplement and in the other documents that are incorporated by reference into this prospectus or the applicable prospectus supplement. ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE 3 WHERE YOU CAN FIND MORE INFORMATION 2 RISK FACTORS 5 COMPANY OVERVIEW 4 USE OF PROCEEDS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 DESCRIPTION OF OUR DEPOSITARY SHARES 17 DESCRIPTION OF OUR CAPITAL STOCK 10 DESCRIPTION OF OUR WARRANTS 30 DESCRIPTION OF OUR DEBT SECURITIES 20 PLAN OF DISTRIBUTION 35 DESCRIPTION OF OUR RIGHTS 34 EXPERTS 38 LEGAL MATTERS 37 We are responsible for the information contained and incorporated by reference in this prospectus and in any accompanying prospectus supplement we prepare or authorize. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give you. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only as of the date of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any accompanying prospectus supplement we may provide you in connection with an offering or that the information contained or incorporated by reference is correct as of any time subsequent to the date of such information. You should assume that inconsistency between the information in this prospectus or any accompanying and the applicable prospectus supplement, as well as you should rely on the prospectus supplement. Before purchasing any securities, you should carefully read both this prospectus and the applicable prospectus supplement, together with the additional information described under the heading “Where You Can Find More Information; Incorporation by Reference.â€# You should rely only on the information contained in or incorporated by reference in this prospectus or any accompanying related prospectus supplement. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We will not make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and the applicable prospectus supplement to this prospectus is accurate only as of the date on its respective cover, and that any information incorporated by reference is accurate only as of the date of the documents containing the informationdocument incorporated by reference, unless the information specifically indicates that another date applieswe indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates. When we refer to “SeaSpine,â€# “we,â€# “our,â€# “usâ€# and the “Companyâ€# in this prospectus, we mean SeaSpine Holdings Corporation and its consolidated subsidiaries, unless otherwise specified. When we refer to “you,â€# we mean the holders of the applicable series of securities. Our material registered and unregistered trademarks include: Accell®, Evo3®, Accell Evo3®, Accell Evo3®C, DynaGraft® II , IsoTis®, IsoTis OrthoBiologics®, OrthoBlast® II , AtollTM, CapistranoTM, Coral®, Daytona®, HollywoodTM, MalibuTM, NanoMetalene®, NewPortTM, Vu aPODTM/Vu aPODTM Prime, OsteoSurge® 100 (or 300), SeaSpine®, SierraTM and SonomaTM. All other trademarks, trade names and service marks appearing in this prospectus or the documents incorporated by reference herein are the property of their respective owners. Use or display by us of other parties’ trademarks, trade dress or products is not intended to and does not imply a relationship with, or endorsements or sponsorship of, us by the trademark or trade dress owner. Solely for convenience, trademarks and tradenames referred to in this prospectus appear without the ® and TM symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or that the applicable owner will not assert its rights, to these trademarks and tradenames. We file reports, proxy statements and other information with the SEC. Information filed with the SEC by us can be inspected and copied at the Public Reference Room maintained by the SEC at 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. You may also obtain copies of this information by mail from the Public Reference Room of the SEC at prescribed rates. Further information on the operation of the SEC’s Public Reference Room in Washington, D.C. can be obtained by calling the SEC at 0-000-XXX-0000. The SEC also maintains a web site that contains reports, proxy and information statements and other information about issuers, such as us, who file electronically with the SEC. The address of that website is xxxx://xxx.xxx.xxx. Our web site address is xxx.xxxxxxxx.xxx. The information on our web site, however, is not, and should not be deemed to be, a part of this prospectus. This prospectus and any prospectus supplement are part of a registration statement that we filed with the SEC and do not contain all of the information in the registration statement. The full registration statement may be obtained from the SEC or us, as provided below. Forms of the indenture and other documents establishing the terms of the offered securities are or may be filed as exhibits to the registration statement. Statements in this prospectus or any prospectus supplement about these documents are summaries and each statement is qualified in all respects by reference to the document to which it refers. You should refer to the actual documents for a more complete description of the relevant matters. You may inspect a copy of the registration statement at the SEC’s Public Reference Room in Washington, D.C. or through the SEC’s website, as provided above. The SEC’s rules allow us to “incorporate by referenceâ€# information into this prospectus, which 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 deemed to be part of this prospectus, and subsequent information that we file with the SEC will automatically update and supersede that 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 to the extent that a statement contained in this prospectus modifies or replaces that statement. We incorporate by reference our documents listed below and 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, which we refer to as the “Exchange Actâ€# in this prospectus, between the date of this prospectus and the termination of the offering of the securities described in this prospectus. We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed below or filed in the future, that are not deemed “filedâ€# with the SEC, including our Compensation Committee report and performance graph or any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or related exhibits furnished pursuant to Item 9.01 of Form 8-K. This prospectus and any accompanying prospectus supplement incorporate by reference the documents set forth below that have previously been filed with the SEC: †¢ our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on March 16, 2016; †our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2016, filed with the SEC on May 16, 2016, and for the quarter ¢ ended June 30, 2016, filed with the SEC on August 10, 2016; †¢ our Current Reports on Form 8-K filed with the SEC on February 2, 2016, March 1, 2016, June 9, 2016; and †the description of our Common Stock contained in our registration statement on Form 10-12B (File No. 001-36905) initially filed ¢ with the SEC on April 1, 2015, and any amendment or report filed with the SEC for the purpose of updating the description. All reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this 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 furnished to, rather than filed with, the SEC, will also be incorporated by reference into this prospectus and deemed to be part of this prospectus from the date of the filing of such reports and documents. You may request a free copy of any of the documents incorporated by reference in this prospectus (other than exhibits, unless they are specifically incorporated by reference in the documents) by writing or telephoning us at the following address: Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus and any accompanying prospectus supplement.

EXPERTS. The consolidated financial statements of Canoo Rhythm Pharmaceuticals, Inc. as of December 31appearing in Rhythm Pharmaceuticals, 2021 and 2020, and Inc.’s Annual Report (Form 10-K) for each of the two years in the period year ended December 31, 2021, incorporated by reference in this prospectus supplement and the accompanying prospectus2023, and the effectiveness of Canoo Rhythm Pharmaceuticals, Inc.’s internal control over financial reporting as of December 31, 2023 have been audited by Deloitte Xxxxx & Touche Xxxxx LLP, an independent registered public accounting firm, as stated set forth in their reportsreports thereon, included therein, and incorporated herein by reference. Such financial statements are are, and audited financial statements to be included in subsequently filed documents will be, incorporated by reference herein in reliance upon the reports of Xxxxx & Xxxxx LLP pertaining to such financial statements (to the extent covered by consents filed with the Securities and Exchange Commission) given on the authority of such firm given their authority as experts in accounting and auditing. From time to time, we We may offer and sell any combination of the securities described in this prospectus identified above from time to time in one or more offerings. The securities we may offer may be convertible into or exercisable or exchangeable for other securities. We may offer the securities separately or together, in separate classes or series and in amounts, at prices and on terms that will be determined at the time the securities are offered. This prospectus describes some provides you with a general description of the general terms that may apply to these securities. Each time securities are soldwe offer and sell securities, the specific terms and amounts of the securities being offered, and any other information relating to the specific offering we will be set forth in provide a supplement to this prospectusprospectus that contains specific information about the offering and the amounts, prices and terms of the securities. The prospectus supplement may also add, update or change information contained in this prospectusprospectus with respect to that offering. You should carefully read this prospectus and the applicable prospectus supplement before you invest in any of our securities. We may offer and sell these the securities on a continuous described in this prospectus and any prospectus supplement to or delayed basisthrough one or more underwriters, directly, through dealers and agents, dealers or underwriters as designated from time directly to timepurchasers, or through a combination of these methods. If any agentsunderwriters, dealers or underwriters agents are involved in the sale of any of the securities, the applicable prospectus supplement will set forth their names and any applicable commissions purchase price, fee, commission or discountsdiscount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution.” We urge you to read carefully this prospectus, any accompanying prospectus supplement and any documents we incorporate by reference into for more information. No securities may be sold without delivery of this prospectus and any accompanying the applicable prospectus supplement before you make your investment decisiondescribing the method and terms of the offering of such securities. INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORS” ON PAGE 4 OF THIS PROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES. Our common stock and public warrants are traded is listed on The the Nasdaq Global Select Market (“Nasdaq”) under the symbol “GOEVRYTM.” and “GOEVW,” respectively. On May 18February 27, 20222023, the last reported sale price on Nasdaq of our common stock was $3.38 per share and the last reported sale price of our public warrants common stock on the Nasdaq Global Market was $0.47 24.67 per warrant. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, of the securities covered by the applicable prospectus supplement. Our principal executive office is located at 00000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, and our telephone number is (000) 000-0000. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties referenced under the heading “Risk Factors” beginning on page 5 of this prospectus as well as those contained in the applicable prospectus supplement and in the other documents that are incorporated by reference into this prospectus or the applicable prospectus supplementshare. ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE THE COMPANY 3 WHERE YOU CAN FIND MORE INFORMATION INFORMATION; INCORPORATION BY REFERENCE 2 RISK FACTORS 5 COMPANY OVERVIEW 4 USE OF PROCEEDS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 5 RISK FACTORS 4 DESCRIPTION OF OUR DEPOSITARY SHARES 17 DESCRIPTION OF OUR CAPITAL STOCK DEBT SECURITIES 10 DESCRIPTION OF OUR WARRANTS 30 CAPITAL STOCK 6 GLOBAL SECURITIES 18 DESCRIPTION OF OUR DEBT OTHER SECURITIES 20 17 LEGAL MATTERS 23 PLAN OF DISTRIBUTION 35 DESCRIPTION OF OUR RIGHTS 34 22 EXPERTS 38 LEGAL MATTERS 37 23 This prospectus is part of a registration statement that we filed with the U.S. 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, using a “shelf” registration process. By using a shelf registration statement, we may sell securities from time to time and in one or more offerings as described in this prospectus. Each time that we offer and sell securities, we will provide a prospectus supplement to this prospectus that contains specific information about the securities being offered and sold and the specific terms of that offering. We are responsible for 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 or free writing prospectus may also add, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between the information contained and incorporated by reference in this prospectus and in any accompanying the applicable prospectus supplement we prepare or authorizefree writing prospectus, you should rely on the prospectus supplement or free writing prospectus, as applicable. Before purchasing any securities, you should carefully read both this prospectus and the applicable prospectus supplement (and any applicable free writing prospectuses), together with the additional information described under the heading “Where You Can Find More Information; Incorporation by Reference.” We have not authorized anyone to give provide you with any information or to make any representations other informationthan those contained in this prospectus, and any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for for, and can provide no assurance as to the reliability of, any other information that others may give you. If you are We will not make an offer to sell these securities in a any jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does or sale is not extend to you. The information contained in this document speaks only as of the date of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any accompanying prospectus supplement we may provide you in connection with an offering or that the information contained or incorporated by reference is correct as of any time subsequent to the date of such informationpermitted. You should assume that the information appearing in this prospectus or and the applicable prospectus supplement to this prospectus is accurate only as of the date on its respective cover, that the information appearing in any accompanying applicable free writing prospectus supplementis accurate only as of the date of that free writing prospectus, as well as the and that any information incorporated by reference in this prospectus or any accompanying prospectus supplement, is accurate only as of the date of the documents containing the informationdocument incorporated by reference, unless the information specifically indicates that another date applieswe indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus incorporates by reference, and any prospectus supplement or free writing prospectus may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus, any prospectus supplement or any applicable free writing prospectus may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus, the applicable prospectus supplement and any applicable free writing prospectus, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. When we refer to “Rhythm,” “we,” “our,” “us” and the “Company” in this prospectus, we mean Rhythm Pharmaceuticals, Inc. and its consolidated subsidiaries, unless otherwise specified. When we refer to “you,” we mean the potential holders of the applicable series of securities. We use our trademarks and our logo, in this prospectus and the documents incorporated by reference. This prospectus and the documents incorporated by reference also include trademarks, tradenames and service marks that are the property of other organizations. Solely for convenience, trademarks and tradenames referred to in this prospectus appear without the ® and ™ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or that the applicable owner will not assert its rights, to these trademarks and tradenames. We file reports, proxy statements and other information with the SEC. The SEC maintains a web site that contains reports, proxy and information statements and other information about issuers, such as us, who file electronically with the SEC. The address of that website is xxxx://xxx.xxx.xxx. Our web site address is xxxxx://xxx.xxxxxxxx.xxx. The information on our web site, however, is not, and should not be deemed to be, a part of this prospectus. This prospectus and any prospectus supplement are part of a registration statement that we filed with the SEC and do not contain all of the information in the registration statement. The full registration statement may be obtained from the SEC or us, as provided below. Forms of the indenture and other documents establishing the terms of the offered securities are or may be filed as exhibits to the registration statement or documents incorporated by reference in the registration statement. Statements in this prospectus or any prospectus supplement about these documents are summaries and each statement is qualified in all respects by reference to the document to which it refers. You should refer to the actual documents for a more complete description of the relevant matters. You may inspect a copy of the registration statement through the SEC’s website, as provided above. The SEC’s rules allow us to “incorporate by reference” information into this prospectus, which 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 deemed to be part of this prospectus, and subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained in this prospectus or a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or a subsequently filed document incorporated by reference modifies or replaces that statement. This prospectus and any accompanying prospectus supplement incorporate by reference the documents set forth below that have previously been filed with the SEC: • Our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 1, 2023. • The information specifically incorporated by reference into our Annual Report on Form 10-K from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 28, 2022. • The description of our Common Stock contained in our Registration Statement on Form 8-A, filed with the SEC on September 29, 2017 and any amendment or report filed with the SEC for the purpose of updating the description. All reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act” in this prospectus, prior to the termination of this offering, but excluding any information furnished to, rather than filed with, the SEC, will also be incorporated by reference into this prospectus and deemed to be part of this prospectus from the date of the filing of such reports and documents. You may request a free copy of any of the documents incorporated by reference in this prospectus by writing or telephoning us at the following address: Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus or any accompanying prospectus supplement.

EXPERTS. The consolidated financial statements of Canoo Avenue Therapeutics, Inc. as of December 31, 2021 2023 and 2020December 31, 2022 and for each of the two years then ended, have been incorporated by reference herein and in the period ended December 31registration statement in reliance on the report of KPMG LLP, 2021independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The audit report covering the December 31, 2023 consolidated financial statements contains an explanatory paragraph that states the Company has incurred substantial operating losses since its inception and expects to continue to incur significant operating losses for the foreseeable future that raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of that uncertainty. We file reports and proxy statements with the SEC. These filings include our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and proxy statements on Schedule 14A, as well as any amendments to those reports and proxy statements, which are available free of charge through our website as soon as reasonably practicable after we file them with, or furnish them to, the SEC. Our Internet website address is xxx.xxxxxxxx.xxx. Our website and the information contained on, or that can be accessed through, the website will not be deemed to be incorporated by reference in, and are not considered part of, this prospectus. You should not rely on any such information in making your decision whether to purchase our securities. The SEC also maintains a website at xxx.xxx.xxx that contains reports, proxy and information statements and other information regarding us and other issuers that file electronically with the SEC. This prospectus supplement is part of a registration statement that we have filed with the SEC. Certain information in the registration statement has been omitted from this prospectus supplement in accordance with the rules of the SEC. For more detail about us and any securities that may be offered by this prospectus supplement, you may examine the registration statement of which this prospectus supplement forms a part, including its exhibits and schedules. Statements contained in this prospectus supplement and the accompanying prospectusbase prospectus as to the contents of any contract or other document are not necessarily complete, and in each instance we refer you to the effectiveness of Canoo Inc.’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports. Such financial statements are incorporated by reference in reliance upon the reports of such firm given their authority as experts in accounting and auditing. From time to time, we may offer and sell any combination copy of the securities described in this prospectus in one contract or more offerings. The securities we may offer may be convertible into or exercisable or exchangeable for other securities. We may offer the securities separately or together, in separate classes or series and in amounts, at prices and on terms that will be determined at the time the securities are offered. This prospectus describes some of the general terms that may apply to these securities. Each time securities are sold, the specific terms and amounts of the securities being offered, and any other information relating document filed as an exhibit to the specific offering will be set forth registration statement, each such statement being qualified in a supplement to this prospectus. The prospectus supplement may also add, update or change information contained in this prospectus. We may sell these securities on a continuous or delayed basis, directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. If any agents, dealers or underwriters are involved in the sale of any securities, the applicable prospectus supplement will set forth their names and any applicable commissions or discounts. See “Plan of Distributionall respects by such reference.” We urge you to read carefully this prospectus, any accompanying prospectus supplement and any documents we incorporate by reference into this prospectus and any accompanying prospectus supplement before you make your investment decision. Our common stock and public warrants are traded on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “GOEV” and “GOEVW,” respectively. On May 18, 2022, the last reported sale price on Nasdaq of our common stock was $3.38 per share and the last reported sale price of our public warrants was $0.47 per warrant. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, of the securities covered by the applicable prospectus supplement. Our principal executive office is located at 00000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, and our telephone number is (000) 000-0000. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties referenced under the heading “Risk Factors” beginning on page 5 of this prospectus as well as those contained in the applicable prospectus supplement and in the other documents that are incorporated by reference into this prospectus or the applicable prospectus supplement. ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE 3 WHERE YOU CAN FIND MORE INFORMATION 2 RISK FACTORS 5 COMPANY OVERVIEW 4 USE OF PROCEEDS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 DESCRIPTION OF OUR DEPOSITARY SHARES 17 DESCRIPTION OF OUR CAPITAL STOCK 10 DESCRIPTION OF OUR WARRANTS 30 DESCRIPTION OF OUR DEBT SECURITIES 20 PLAN OF DISTRIBUTION 35 DESCRIPTION OF OUR RIGHTS 34 EXPERTS 38 LEGAL MATTERS 37 We are responsible for the information contained and incorporated by reference in this prospectus and in any accompanying prospectus supplement we prepare or authorize. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give you. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only as of the date of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any accompanying prospectus supplement we may provide you in connection with an offering or that the information contained or incorporated by reference is correct as of any time subsequent to the date of such information. You should assume that the information in this prospectus or any accompanying prospectus supplement, as well as the information incorporated by reference in this prospectus or any accompanying prospectus supplement, is accurate only as of the date of the documents containing the information, unless the information specifically indicates that another date applies. Our business, financial condition, results of operations and prospects may have changed since those dates.

EXPERTS. The consolidated financial statements of Canoo AMC Entertainment Holdings, Inc. as of December 31incorporated by reference in AMC Entertainment Holdings, 2021 and 2020, and Inc.’s Annual Report (Form 10-K) for each of the two years in the period year ended December 31, 2021, incorporated by reference in this prospectus supplement and the accompanying prospectus2022, and the effectiveness of Canoo AMC Entertainment Holdings, Inc.’s internal control over financial reporting as of December 31, 2022 have been audited by Deloitte Xxxxx & Touche Xxxxx, LLP, an independent registered public accounting firm, as stated set forth in their reports. Such financial statements are reports thereon, incorporated by reference therein, and incorporated herein by reference. Such consolidated financial statements are, and audited financial statements to be included in subsequently filed documents will be, incorporated herein in reliance upon such reports of Xxxxx & Xxxxx LLP pertaining to such financial statements and the reports effectiveness of our internal control over financial reporting as of the respective dates (to the extent covered by consents filed with the SEC) given on the authority of such firm given their authority as experts in accounting and auditing. From time to time, we We may offer and sell any combination of the securities described in this prospectus sell, from time to time in one or more offerings. The securities we may offer may be convertible into or exercisable or exchangeable for other securities. We may offer , shares of our Class A common stock, par value $0.01 (the securities separately or together“common stock”), in separate classes or series preferred stock, subscription rights, depositary shares, warrants and units, in amounts, at prices and on terms that will be determined at the time the securities are offeredof offering. This prospectus describes some of the general terms that may apply to of these securitiessecurities and the general matter in which these securities will be offered. Each time securities are sold, the specific terms and amounts of the securities being offered, and any other information relating to the specific offering will be set forth in a supplement offered pursuant to this prospectus, we will file a prospectus supplement and attach it to this prospectus. We also may provide investors with a free writing prospectus. The prospectus supplement or any free writing prospectus will contain more specific information about the offering and, if applicable, prices and terms of the securities. Such supplements or free writing prospectus may also add, update or change information contained in this prospectus. You should carefully read this prospectus and the applicable prospectus supplement or free writing prospectus, as well as the documents incorporated by reference herein or therein, before you invest in any of our securities. In addition, the selling stockholders to be named in a supplement to this prospectus may from time to time offer or sell one or more of the securities registered herein. To the extent that any selling stockholders resell any securities, the selling stockholders may be required to provide you with this prospectus and a prospectus supplement identifying and containing specific information about the selling stockholders and the amount and terms of the securities being offered. We will not receive any proceeds from the sale of securities by the selling stockholders. This prospectus may not be used to offer and sell these shares of our securities on unless accompanied by a continuous prospectus supplement or delayed basisa free writing prospectus. The securities may be sold at fixed prices, directlyprevailing market prices at the times of sale, prices related to the prevailing market prices and varying prices determined at the times of sale or negotiated prices. The securities offered by this prospectus and the accompanying prospectus supplement or free writing prospectus may be offered by us or the selling stockholders directly to investors or to or through agentsunderwriters, dealers or underwriters other agents. The prospectus supplement for each offering will describe in detail the plan of distribution for that offering and will set forth the names of any underwriters, dealers or agents involved in the offering and any applicable fees, commissions or discount arrangements. Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “AMC.” Each prospectus supplement will indicate whether the securities offered thereby will be listed on any securities exchange. ABOUT THIS PROSPECTUS 1 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 4 REFERENCE 2 RISK FACTORS 8 THE COMPANY 7 DESCRIPTION OF CAPITAL STOCK 10 USE OF PROCEEDS 9 DESCRIPTION OF DEPOSITARY SHARES 15 DESCRIPTION OF SUBSCRIPTION RIGHTS 14 DESCRIPTION OF UNITS 17 DESCRIPTION OF WARRANTS 16 PLAN OF DISTRIBUTION 19 SELLING STOCKHOLDERS 18 LEGAL MATTERS 21 EXPERTS 21 This prospectus is part of an automatic shelf registration statement that we filed with the SEC, as designated a “well- known seasoned issuer” as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”). Under the automatic shelf registration process, we or the selling stockholders to be named in a prospectus supplement or free writing prospectus may offer and sell, from time to time, in one or through more offerings, the securities described in this prospectus. This prospectus provides you with a combination general description of these methodsour securities that we may offer. If any agentsTo the extent required by applicable law, dealers each time we or underwriters are involved in the sale of any selling stockholders sell securities, we will provide you with this prospectus and, to the applicable extent required, a prospectus supplement that will set forth their names contain more information about the specific terms of the 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. Each such prospectus supplement (and any applicable commissions related free writing prospectus that we may authorize to be provided to you), if any, may also add, update or discountschange information contained in this prospectus or in documents incorporated by reference into this prospectus. See “Plan of Distribution.” We urge you to carefully read carefully this prospectus, any applicable prospectus supplement, if any, and any related free writing prospectus, together with the information incorporated herein and therein by reference as described under the headings “Where You Can Find Additional Information; Incorporation of Documents by Reference” before buying any of the shares of our securities being offered. If there is any inconsistency between the information in this prospectus and any prospectus supplement or free writing prospectus, you should rely on the information provided in the prospectus supplement or free writing prospectus, as applicable. You should rely only on the information contained in this prospectus, and any accompanying prospectus supplement, including the information incorporated by reference herein as described under “Where You Can Find More Information; Incorporation of Documents by Reference”, and any free writing prospectus that we prepare and distribute. Neither we nor the selling stockholders or any of our their respective affiliates have authorized anyone to provide you with information other than that contained in or incorporated by reference into this prospectus, any accompanying prospectus supplement or any free writing prospectus related hereto that we may authorize to be delivered to you. If given or made, any such other information or representation should not be relied upon as having been authorized by us or any selling stockholders. We and the selling stockholders may only offer to sell, and seek offers to buy any securities in jurisdictions where offers and sales are permitted. This prospectus and any documents accompanying prospectus supplement or other offering materials do not contain all of the information included in the registration statement as permitted by the rules and regulations of the SEC. For further information, we incorporate by reference into refer you to the registration statement on Form S-3, including its exhibits. We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, therefore, file reports and other information with the SEC. Statements contained in this prospectus and any accompanying prospectus supplement before you make your investment decision. Our common stock and public warrants or other offering materials about the provisions or contents of any agreement or other document are traded on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “GOEV” and “GOEVW,” respectively. On May 18, 2022, the last reported sale price on Nasdaq of our common stock was $3.38 per share and the last reported sale price of our public warrants was $0.47 per warrant. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, of the securities covered by the applicable prospectus supplement. Our principal executive office is located at 00000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, and our telephone number is (000) 000-0000. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties referenced under the heading “Risk Factors” beginning on page 5 of this prospectus as well as those contained in the applicable prospectus supplement and in the other documents that are incorporated by reference into this prospectus or the applicable prospectus supplement. ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE 3 WHERE YOU CAN FIND MORE INFORMATION 2 RISK FACTORS 5 COMPANY OVERVIEW 4 USE OF PROCEEDS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 DESCRIPTION OF OUR DEPOSITARY SHARES 17 DESCRIPTION OF OUR CAPITAL STOCK 10 DESCRIPTION OF OUR WARRANTS 30 DESCRIPTION OF OUR DEBT SECURITIES 20 PLAN OF DISTRIBUTION 35 DESCRIPTION OF OUR RIGHTS 34 EXPERTS 38 LEGAL MATTERS 37 We are responsible for the information contained and incorporated by reference in this prospectus and in any accompanying prospectus supplement we prepare or authorize. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give youonly summaries. If you are in a jurisdiction where offers to sell, SEC rules require that any agreement or solicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only be filed as of the date of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any accompanying prospectus supplement we may provide you in connection with an offering or that the information contained or incorporated by reference is correct as of any time subsequent exhibit to the date of such informationregistration statement, you should refer to that agreement or document for its complete contents. You should assume that the information in this prospectus or prospectus, any accompanying prospectus supplementsupplement or any other offering materials is only accurate as of the date on its respective cover, as well as the and that any information incorporated by reference in this prospectus or any accompanying prospectus supplement, is accurate only as of the date of the documents containing the informationdocument incorporated by reference, unless the information specifically indicates that another date appliesotherwise indicated. Our business, financial condition, results of operations and prospects may have changed since those datessuch date.

EXPERTS. The financial statements of Canoo Inc. as of December 31, 2021 2023 and 20202022, and for each of the two years in the period ended December 31, 20212023, incorporated by reference in this prospectus supplement and the accompanying prospectus, and the effectiveness of Canoo Inc.’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reportsreport. Such financial statements are incorporated by reference in reliance upon the reports report of such firm given their authority as experts in accounting and auditing. From time to time, we may offer and sell any combination of the securities described in this prospectus in one or more offerings. The securities we may offer may be convertible into or exercisable or exchangeable for other securities. We may offer the securities separately or together, in separate classes or series and in amounts, at prices and on terms that will be determined at the time the securities are offered. This prospectus describes some of the general terms that may apply to these securities. Each time securities are sold, the specific terms and amounts of the securities being offered, and any other information relating to the specific offering will be set forth in a supplement to this prospectus. The prospectus supplement may also add, update or change information contained in this prospectus. We may sell these securities on a continuous or delayed basis, directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. If any agents, dealers or underwriters are involved in the sale of any securities, the applicable prospectus supplement will set forth their names and any applicable commissions or discounts. See “Plan of Distribution.” We urge you to read carefully this prospectus, any accompanying prospectus supplement and any documents we incorporate by reference into this prospectus and any accompanying prospectus supplement before you make your investment decision. Our common stock and public warrants are traded on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “GOEV” and “GOEVW,” respectively. On May 18, 2022, the last reported sale price on Nasdaq of our common stock was $3.38 per share and the last reported sale price of our public warrants was $0.47 per warrant. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, of the securities covered by the applicable prospectus supplement. Our principal executive office is located at 00000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, and our telephone number is (000) 000-0000. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties referenced under the heading “Risk Factors” beginning on page 5 of this prospectus as well as those contained in the applicable prospectus supplement and in the other documents that are incorporated by reference into this prospectus or the applicable prospectus supplement. ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE 3 WHERE YOU CAN FIND MORE INFORMATION 2 RISK FACTORS 5 COMPANY OVERVIEW 4 USE OF PROCEEDS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 DESCRIPTION OF OUR DEPOSITARY SHARES 17 DESCRIPTION OF OUR CAPITAL STOCK 10 DESCRIPTION OF OUR WARRANTS 30 DESCRIPTION OF OUR DEBT SECURITIES 20 PLAN OF DISTRIBUTION 35 DESCRIPTION OF OUR RIGHTS 34 EXPERTS 38 LEGAL MATTERS 37 We are responsible for the information contained and incorporated by reference in this prospectus and in any accompanying prospectus supplement we prepare or authorize. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give you. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only as of the date of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any accompanying prospectus supplement we may provide you in connection with an offering or that the information contained or incorporated by reference is correct as of any time subsequent to the date of such information. You should assume that the information in this prospectus or any accompanying prospectus supplement, as well as the information incorporated by reference in this prospectus or any accompanying prospectus supplement, is accurate only as of the date of the documents containing the information, unless the information specifically indicates that another date applies. Our business, financial condition, results of operations and prospects may have changed since those dates.