As filed with the Securities and Exchange Commission on November 25, 2020.

Registration No. 333-248923

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

________________

Amendment No. 2 to
Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

________________

Hennessy Capital Acquisition Corp. IV(Exact Name of Registrant as Specified in Its Charter)

________________

Delaware	6770	83-1476189
(Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

3415 N. Pines Way, Suite 204
Wilson, Wyoming 83014
Telephone: (307) 201-1903(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

________________

Daniel J. Hennessy
Chairman and Chief Executive Officer
Hennessy Capital Acquisition Corp. IV
3415 N. Pines Way, Suite 204
Wilson, Wyoming 83014
Telephone: (307) 201-1903(Name, address, including zip code, and telephone number, including area code, of agent for service)

________________

Copies to:

Michael P. Heinz Jeffrey N. Smith Sidley Austin LLP One South Dearborn Street Chicago, Illinois 60603 Tel: (312) 853-7000 Andrew Wolstan
Canoo Holdings Ltd. 19951 Mariner Avenue Torrance, California 90503 Tel: (424) 271-2144 Dave Peinsipp
Garth Osterman
Kristin VanderPas
Cooley LLP
101 California Street, 5th Floor San Francisco, California 94111
Tel: (415) 693-2177

________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective and on completion of the business combination described in the enclosed proxy statement/prospectus.

If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  £

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  £

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer £	Accelerated filer £	Non-accelerated filer S	Smaller reporting company S
			Emerging growth company S

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act.  £

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  £

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  £

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price per Share	Proposed Maximum Aggregate Offering Price(2)		Amount of Registration Fee(3)
Shares of Class A common stock, par value $0.0001 per share	190,000,000	N/A	$	2,194,500,000.00	$	284,846.10	​(4)

____________

(1)      Based on the maximum number of shares of Class A common stock, par value $0.0001 per share (“HCAC Class A Common Stock”), of the registrant (“Hennessy Capital”) to be issued in connection with the merger described herein (the “Merger”). This number is based on the sum of (a) the 175,000,000shares of HCAC Class A Common Stock issuable on the consummation of the Merger and (b) up to 15,000,000shares of HCAC Class A Common Stock that may be issued after such date pursuant to the earn-out provisions of the Merger Agreement described herein.

(2)      Pursuant to Rules 457(c) and 457(f)(1) promulgated under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is an amount equal to $2,194,500,000.00, calculated as the product of (i) 190,000,000 shares of HCAC Class A Common Stock, the estimated maximum number of shares of HCAC Class A Common Stock that may be issued in the Merger and (ii) $11.55, the average of the high and low trading prices of HCAC Class A Common Stock on September 11, 2020 (within five business days prior to the date of this registration statement).

(3)      Calculated pursuant to Rule 457 of the Securities Act by calculating the product of (i) the proposed maximum aggregate offering price and (ii) 0.0001298.

(4)      Previously paid.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities described herein may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT AND PROSPECTUS

SUBJECT TO COMPLETION, DATED NOVEMBER25, 2020

Hennessy Capital Acquisition Corp. IV

3415 N. Pines Way, Suite 204
Wilson, Wyoming 83014

Dear Hennessy Capital Acquisition Corp. IV Stockholders:

On August,17, 2020, Hennessy Capital Acquisition Corp. IV, a Delaware corporation (“Hennessy Capital”), two of its wholly owned subsidiaries and Canoo Holdings Ltd., an exempted company incorporated with limited liability in the Cayman Islands (“Canoo”), entered into a Merger Agreement and Plan of Reorganization (the “Merger Agreement”), pursuant to which Canoo would become a wholly owned subsidiary of Hennessy through a series of mergers (such mergers collectively with the other transactions described in the Merger Agreement, the “Business Combination”). The aggregate merger consideration payable to equity holders of Canoo upon closing of the Business Combination (the “Closing”) consists of 175million newly issued shares of Hennessy Capital common stock valued at $10.00 per share and up to an additional 15million shares of Hennessy Capital common stock if certain share price thresholds are achieved within five years after the Closing. See the section entitled “The Business Combination” on page 101 of the accompanying proxy statement/prospectus for further information on the consideration payable to equity holders of Canoo.

Concurrently with the execution of the Merger Agreement, Hennessy Capital entered into separate subscription agreements with a number of investors (the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to purchase an aggregate of 32,325,000shares of Hennessy Capital common stock, for a purchase price of $10.00 per share and at an aggregate purchase price of $323,250,000, in a private placement (the “PIPE Financing”).

Hennessy Capital units, Class A common stock and public warrants are currently listed on the Nasdaq Capital Market, under the symbols “HCACU,” “HCAC,” and “HCACW,” respectively. Hennessy Capital has applied for listing of its common stock and warrants on the Nasdaq Global Select Market under the symbols “CNOO” and “CNOOW”, respectively, upon the Closing. At the Closing, each unit will separate into its components consisting of one share of common stock and three-quarters of one warrant and, as a result, will no longer trade as a separate security.

Hennessy Capital cordially invites you to attend a special meeting of its stockholders in lieu of the 2020 annual meeting (the “special meeting”) to consider matters related to the proposed Business Combination. The special meeting will be held on               , 2020, at                local time, via a virtual meeting.

Hennessy Capital and Canoo cannot complete the Mergers unless Hennessy Capital’s stockholders consent to the approval of the Merger Agreement and the transactions contemplated thereby, including the issuance of Hennessy Capital common stock to be issued as the merger consideration. Hennessy Capital is providing the accompanying proxy statement/prospectus and proxy card to you in connection with the solicitation of proxies to be voted at the special meeting and at any adjournments or postponements thereof.

After careful consideration, the Hennessy Capital board of directors has unanimously approved the Merger Agreement and the other proposals described in the accompanying proxy statement/prospectus, and the Hennessy Capital board of directors has determined that it is advisable to consummate the Business Combination. The Hennessy Capital Board of Directors recommends that you vote “FOR” each of the proposals described in this proxy statement/prospectus.

More information about Hennessy Capital, Canoo and the Business Combination is contained in this proxy statement/prospectus. Hennessy Capital and Canoo urge you to read the accompanying proxy statement/prospectus, including the financial statements and annexes and other documents referred to herein, carefully and in their entirety. In particular, you should carefully consider the matters discussed under “Risk Factors” beginning on page 39of this proxy statement/prospectus.

On behalf of our board of directors, I thank you for your support and look forward to the successful completion of the Business Combination.

	Sincerely,
, 2020
	Daniel J. Hennessy Chairman of the Board and Chief Executive Officer

This proxy statement/prospectus is dated         , 2020 and is first being mailed to the stockholders of Hennessy Capital on or about         , 2020.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

HENNESSY CAPITAL ACQUISITION CORP. IV

3415 N. Pines Way, Suite 204
Wilson, Wyoming 83014

NOTICE OF SPECIAL MEETING IN LIEU OF 2020 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON         , 2020

To the Stockholders of Hennessy Capital Acquisition Corp. IV:

NOTICE IS HEREBY GIVEN that a special meeting in lieu of the 2020 annual meeting of stockholders (the “special meeting”) of Hennessy Capital Acquisition Corp. IV, a Delaware corporation (“Hennessy Capital,” “we,” “our” or “us”), will be held on , 2020, at 10:00 a.m., Eastern time, via live webcast at the following address: https://www.cstproxy.com/hennessycapiv/sm2020. In light of the novel coronavirus (referred to as “COVID-19”) pandemic and to support the well-being of Hennessy Capital’s stockholders and partners, the special meeting will be completely virtual. You will need the 12-digit meeting control number that is printed on your proxy card to enter the special meeting. Hennessy Capital recommends that you log in at least 15 minutes before the special meeting to ensure you are logged in when the special meeting starts. Please note that you will not be able to attend the special meeting in lieu of the 2020 annual meeting in person. You are cordially invited to attend the special meeting for the following purposes:

•        Proposal No. 1 — The “Business Combination Proposal” — to consider and vote upon a proposal to approve and adopt the Merger Agreement, dated as of August17, 2020 (as may be amended from time to time, the “Merger Agreement”), by and among Hennessy Capital, HCAC IV First Merger Sub, Ltd., an exempted company incorporated with limited liability in the Cayman Islands and a direct, wholly owned subsidiary of Hennessy Capital (“First Merger Sub”), HCAC IV Second Merger Sub, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Hennessy Capital (“Second Merger Sub”), and Canoo Holdings Ltd., an exempted company incorporated with limited liability in the Cayman Islands (“Canoo”), and the transactions contemplated thereby, pursuant to which (a) First Merger Sub will be merged with and into Canoo (the “First Merger”), with Canoo surviving the First Merger as a wholly owned subsidiary of Hennessy Capital (Canoo, in its capacity as the surviving corporation of the First Merger, the “Surviving Corporation”); and (b) as soon as practicable, but in any event within 10 days following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Corporation will be merged with and into Second Merger Sub (the “Second Merger” and, together with the First Merger, the “Mergers”), with Second Merger Sub being the surviving entity of the Second Merger (Second Merger Sub, in its capacity as the surviving entity of the Second Merger, is sometimes referred to herein as the “Surviving Entity”), which will ultimately result in Canoo becoming a wholly-owned direct subsidiary of Hennessy Capital. We refer to the Mergers and the other transactions described in the Merger Agreement collectively hereafter as the “Business Combination”;

•        Proposals No. 2 – 5 — The “Charter Proposals” — to consider and vote upon separate proposals for amendments to Hennessy Capital’s Amended and Restated Certificate of Incorporation (the “Existing Charter”), which are reflected in the proposed Second Amended and Restated Certificate of Incorporation of Hennessy Capital Acquisition Corp. IV (the “Proposed Charter”), the full text of which is attached to this proxy statement/prospectus as Annex B:

•        Proposal No. 2 — to increase the authorized shares of our common stock to 500,000,000shares and authorized shares of preferred stock to 10,000,000 (“Proposal No. 2”);

•        Proposal No. 3 — to require an affirmative vote of 66 2/3% of the outstanding shares of Company common stock to alter, amend, or repeal the proposed bylaws of Hennessy Capital (“Proposal No. 3”);

•        Proposal No. 4 — to require an affirmative vote of 66 2/3% of the outstanding shares of Company common stock to alter, amend, or repeal Articles V, VI, VII and VIII of the Proposed Charter (“Proposal No. 4”);

•        Proposal No. 5 — to approve and adopt the Proposed Charter that includes the approval of Proposal 2; Proposal 3 and Proposal 4 and provides for certain additional changes, including changing Hennessy Capital’s name from “Hennessy Capital Acquisition Corp. IV” to “Canoo Inc.,” which our board of directors believes are necessary to adequately address the needs of Hennessy Capital immediately following the consummation of the Business Combination and approval of the Proposed Charter (“Proposal No. 5”);

•        Proposal No. 6 — The “Election of Directors Proposal” — to consider and vote upon a proposal to elect, effective at Closing, nine directors to serve staggered terms on our board of directors until the 2021, 2022 and 2023 annual meetings of stockholders, respectively, and until their respective successors are duly elected and qualified;

•        Proposal No. 7 — The “Stock Incentive Plan Proposal” — to consider and vote upon a proposal to approve and adopt the equity incentive award plan established to be effective after the Closing of the Business Combination;

•        Proposal No. 8 — The “Employee Stock Purchase Plan Proposal” — to consider and vote upon a proposal to approve and adopt the employee stock purchase plan established to be effective after the Closing of the Business Combination;

•        Proposal No. 9 — The “Nasdaq Proposal” — to consider and vote upon a proposal to approve, for purposes of complying with the applicable listing rules of the Nasdaq Stock Market, the issuance of shares of HCAC Class A Common Stock to the Canoo equity holders in the Mergers pursuant to the Merger Agreement and to the investors in the private offering of securities to certain investors in connection with the Business Combination; and

•        Proposal No. 10 — The “Adjournment Proposal” — to consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote.

Only holders of record of shares of HCAC Class A Common Stock and shares of Class B common stock of Hennessy Capital, par value $0.0001 per share (“HCAC Class B Common Stock”), at the close of business on October27, 2020 are entitled to notice of the special meeting and to vote at the special meeting and any adjournments or postponements of the special meeting. A complete list of our stockholders of record entitled to vote at the special meeting will be available for ten days before the special meeting at our principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting.

Pursuant to our Existing Charter, we are providing the holders of shares of HCAC Class A Common Stock originally sold as part of the units issued in our initial public offering (the “IPO” and such holders, the “Public Stockholders”) with the opportunity to redeem, upon the closing of the Business Combination (the “Closing”), shares of HCAC Class A Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the trust account (the “Trust Account”) that holds the proceeds (including interest not previously released to Hennessy Capital to pay its franchise and income taxes) from the IPO and a concurrent private placement of warrants to our Hennessy Capital Partners IV LLC (our “Sponsor”) and certain funds and accounts managed by subsidiaries of BlackRock, Inc. (the “Anchor Investor”). For illustrative purposes, based on the fair value of cash and marketable securities held in the Trust Account as of October27, 2020 of approximately $306.6million, the estimated per share redemption price would have been approximately $10.29. Public stockholders may elect to redeem their shares whether or not they are holders as of the record date and whether or not they vote for the Business Combination Proposal. Notwithstanding the foregoing redemption rights, a Public Stockholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the outstanding shares of HCAC Class A Common Stock sold in the IPO. Holders of Hennessy Capital’s outstanding warrants sold in the IPO, which are exercisable for shares of HCAC Class A Common Stock under certain circumstances, do not have redemption rights in connection with the Business Combination. Our Sponsor, officers and directors have agreed to waive their redemption rights in connection with the consummation of the Business Combination with respect to any shares of HCAC Class A Common Stock they may hold. Shares

of HCAC Class B Common Stock will be excluded from the pro rata calculation used to determine the per share redemption price. Currently, our Sponsor, officers and directors own approximately 20% of our outstanding issued and outstanding shares of common stock, including all of the shares of HCAC Class B Common Stock. Our Sponsor, officers and directors have agreed to vote any shares of HCAC Class A Common Stock and HCAC Class B Common Stock owned by them in favor of the Business Combination.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE HENNESSY CAPITAL REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO HENNESSY CAPITAL’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE VIRTUAL SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

We may not consummate the Business Combination unless the Business Combination Proposal, each of the Charter Proposals, the Stock Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Nasdaq Proposal are approved at the special meeting. Each of the Charter Proposals, the Stock Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Election of Directors Proposal, are conditioned on the approval of the Business Combination Proposal and the Nasdaq Proposal. The Adjournment Proposal is not conditioned on the approval of any other Proposal set forth in the accompanying proxy statement/prospectus.

The Board of Directors of Hennessy Capital has unanimously approved the Merger Agreement and the transactions contemplated thereby and recommends that you vote “FOR” the Business Combination Proposal, “FOR” each of the Charter Proposals, “FOR” the Election of Directors Proposal, “FOR” the Stock Incentive Plan Proposal, “FOR” the Employee Stock Purchase Plan Proposal and “FOR” the Nasdaq Proposal.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the financial statements and annexes attached thereto) for a more complete description of the proposed Business Combination and related transactions and each of our proposals. We encourage you to read this proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call our proxy solicitor, Morrow Sodali LLC, at (800) 662-5200; banks and brokers can call collect at (203) 658-9400.

	By Order of the Board of Directors,
, 2020
	Daniel J. Hennessy Chairman of the Board and Chief Executive Officer

TABLE OF CONTENTS

	Page
ABOUT THIS PROXY STATEMENT/PROSPECTUS	1
FREQUENTLY USED TERMS	2
QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION	5
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS	17
SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF CANOO	30
SELECTED HISTORICAL FINANCIAL INFORMATION OF HENNESSY CAPITAL	32
SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	33
UNAUDITED HISTORICAL COMPARATIVE AND PRO FORMA COMBINED PER SHARE DATA OF HENNESSY CAPITAL AND CANOO	35
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	37
RISK FACTORS	39
Risks Related to Canoo’s Business and Industry	39
Risks Related to Hennessy Capital and the Business Combination	67
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	84
SPECIAL MEETING IN LIEU OF 2020 ANNUAL MEETING OF HENNESSY CAPITAL STOCKHOLDERS	94
The Hennessy Capital Special Meeting	94
Date, Time and Place of the Special Meeting	94
Purpose of the Special Meeting	94
Recommendation to Hennessy Capital Stockholders	94
Record Date and Voting	95
Voting Your Shares	96
Who Can Answer Your Questions About Voting Your Shares	96
Quorum and Vote Required for the Hennessy Capital Proposals	96
Abstentions and Broker Non-Votes	97
Revoking Your Proxy	97
Redemption Rights	97
Appraisal or Dissenters’ Rights	98
Solicitation of Proxies	99
Stock Ownership	99
PROPOSALS TO BE CONSIDERED BY HENNESSY CAPITAL’S STOCKHOLDERS PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL	100
THE BUSINESS COMBINATION	101
Background of the Business Combination	101
Hennessy Capital’s Board of Directors’ Reasons for the Approval of the Business Combination	106
Certain Canoo Projected Financial Information	113
Interests of Hennessy Capital Directors and Officers in the Business Combination	115
Potential Actions to Secure Requisite Stockholder Approvals	116
Regulatory Approvals Required for the Business Combination	116
Accounting Treatment of the Business Combination	116
Sources and Uses of Funds	117
Satisfaction of 80% Test	118
Name; Headquarters of New Canoo	118
Board of New Canoo following the Business Combination	118
Redemption Rights	118
Appraisal Rights	119
Ownership of New Canoo After the Closing	119
Vote Required for Approval	120
Recommendation of Hennessy Capital’s Board of Directors	120

i

	Page
THE MERGER AGREEMENT AND PLAN OF REORGANIZATION	121
CERTAIN AGREEMENTS RELATED TO THE BUSINESS COMBINATION	135
Shareholder Support Agreements	135
Voting and Support Agreement	135
PIPE Subscription Agreements	135
Sponsor Warrant Exchange and Share Cancellation Agreement	137
Amended and Restated Registration Rights Agreement	137
Lock-Up Agreements	138
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS OF THE REDEMPTION AND THE BUSINESS COMBINATION	139
PROPOSAL NOS. 2 – 5 — THE CHARTER PROPOSALS	149
PROPOSAL NO. 6 — THE ELECTION OF DIRECTORS PROPOSAL	152
PROPOSAL NO. 7 — THE STOCK INCENTIVE PLAN PROPOSAL	153
PROPOSAL NO. 8 — THE EMPLOYEE STOCK PURCHASE PLAN PROPOSAL	160
PROPOSAL NO. 9 — THE NASDAQ PROPOSAL	164
PROPOSAL NO. 10 — THE ADJOURNMENT PROPOSAL	166
INFORMATION ABOUT CANOO	167
CANOO’S EXECUTIVE COMPENSATION	200
CANOO’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	206
CERTAIN CANOO RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	220
INFORMATION ABOUT HENNESSY CAPITAL	221
HENNESSY CAPITAL’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	236
CERTAIN HENNESSY CAPITAL RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	243
MANAGEMENT AFTER THE BUSINESS COMBINATION	246
DESCRIPTION OF HENNESSY CAPITAL’S SECURITIES	255
SHARES ELIGIBLE FOR FUTURE SALE	264
COMPARISON OF STOCKHOLDERS’ RIGHTS	266
TICKER SYMBOL, MARKET PRICE AND DIVIDEND POLICY	271
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	272
ADDITIONAL INFORMATION	276
WHERE YOU CAN FIND MORE INFORMATION	278
INDEX TO FINANCIAL STATEMENTS	F-1

ANNEX A: Merger Agreement	A-1
ANNEX B: Second Amended and Restated Certificate of Incorporation	B-1
ANNEX C: Amended and Restated Bylaws	C-1
ANNEX D: Canoo Inc. 2020 Stock Incentive Plan	D-1
ANNEX E: Canoo Inc. 2020 Employee Stock Purchase Plan	E-1
ANNEX F: Form of Shareholder Support Agreement	F-1
ANNEX G: Voting and Support Agreement	G-1
ANNEX H: Form of Subscription Agreement	H-1
ANNEX I: Warrant Exchange and Share Cancellation Agreement	I-1
ANNEX J: Amended and Restated Registration Rights Agreement	J-1
ANNEX K: Form of Lock-Up Agreement	K-1

ii

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the SEC by Hennessy Capital (File No. 333-248923) (the “Registration Statement”), constitutes a prospectus of Hennessy Capital under Section 5 of the Securities Act, with respect to the shares of HCAC Class A Common Stock to be issued if the Business Combination described below is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Exchange Act with respect to the special meeting of Hennessy Capital stockholders at which Hennessy Capital stockholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Merger Agreement, among other matters.

Hennessy Capital files reports, proxy statements/prospectuses and other information with the SEC as required by the Exchange Act. You can read Hennessy Capital’s SEC filings, including this proxy statement/prospectus as well as the accompanying Annual Report on Form 10-K for the year ended December31, 2019, over the Internet at the SEC’s website at http://www.sec.gov.

If you would like additional copies of this proxy statement/prospectus or if you have questions about the Business Combination or the proposals to be presented at the special meeting, you should contact us by telephone or in writing:

Nicholas A. Petruska, Executive Vice President,
Chief Financial Officer and Secretary
Hennessy Capital Acquisition Corp. IV
3415 N. Pines Way, Suite 204
Wilson, Wyoming 83014
Tel: (312) 803-0372
Email: npetruska@hennessycapllc.com

You may also obtain these documents by requesting them in writing or by telephone from our proxy solicitor at:

Morrow Sodali LLC
470 West Avenue
Stamford, Connecticut 06902
Tel: (800) 662-5200 (toll-free) or
(203) 658-9400 (banks and brokers can call collect)
Email: HCAC.info@investor.morrowsodali.com

If you are a stockholder of Hennessy Capital and would like to request documents, please do so by            , 2020 to receive them before the Hennessy Capital special meeting of stockholders. If you request any documents from us, we will mail them to you by first class mail, or another equally prompt means.

1

FREQUENTLY USED TERMS

In this document:

“Adjournment Proposal” means a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote.

“Anchor Investor” means certain funds and accounts managed by subsidiaries of BlackRock, Inc.

“broker non-vote” means the failure of a Hennessy Capital stockholder, who holds his or her shares in “street name” through a broker or other nominee, to give voting instructions to such broker or other nominee.

“Business Combination” means the transactions described in the Merger Agreement.

“Business Combination Proposal” means the proposal to approve the adoption of the Merger Agreement and the Business Combination.

“Canoo” means Canoo Holdings Ltd., an exempted company incorporated with limited liability in the Cayman Islands.

“Canoo Capital Stock” means Canoo Ordinary Shares and Canoo Preference Shares.

“Canoo Ordinary Shares” means the ordinary shares of Canoo, par value $0.0001 per share.

“Canoo Preference Shares” means the preference shares of Canoo, par value $0.0001 per share, designated as A Series Preference Shares and the preference shares of Canoo, par value $0.0001 per share, designated as A-1 Series Preference Shares, collectively. In August 2020, Canoo (i) conducted a redemption and exchange (the “Share Exchange”) of 110,333,333shares of previous series of Canoo preference shares into 59,326,730 Canoo Preference Shares and (ii) converted $280.5million aggregate principal amount of existing Canoo convertible notes into 51,006,603 Canoo Preference Shares (together with the Share Exchange, the “Share Rebalance”), in satisfaction of existing Canoo shareholder anti-dilution protections. This proxy statement/prospectus gives effect to the Share Rebalance.

“Charter Proposals” means the separate proposals for amendments to the Existing Charter, which are reflected in the Proposed Charter, the full text of which is attached to this proxy statement/prospectus as Annex B.

“Closing” means the consummation of the Business Combination.

“Closing Date” means the date on which the Closing occurs.

“Code” means the Internal Revenue Code of 1986, as amended.

“DGCL” means the Delaware General Corporation Law, as amended.

“Election of Directors Proposal” means the proposal to elect, effective at Closing, seven directors to serve staggered terms on our board of directors until the 2021, 2022 and 2023 annual meetings of stockholders, respectively, and until their respective successors are duly elected and qualified.

“Employee Stock Purchase Plan Proposal” means the proposal to approve and adopt the employee stock purchase plan established to be effective after the Closing of the Business Combination.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Existing Charter” means Hennessy Capital’s Amended and Restated Certificate of Incorporation, dated as of February28, 2019, as amended by that Amendment to the Amended and Restated Certificate of Incorporation, dated as of August27, 2020.

“Extension Amendment” means the amendment to Hennessy Capital’s certificate of incorporation to extend the date by which Hennessy Capital must consummate an initial business combination from September5, 2020 to December31, 2020, which amendment was approved and adopted by Hennessy Capital’s stockholders and filed with the Secretary of State of the State of Delaware on August27, 2020.

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“First Merger” means the merger of First Merger Sub with and into Canoo.

“First Merger Sub” means HCAC IV First Merger Sub, Ltd., an exempted company incorporated with limited liability in the Cayman Islands.

“Founders” means the Sponsor, Hennessy Capital’s officers and Hennessy Capital’s directors, each of whom holds shares of HCAC Class B Common Stock.

“GAAP” means U.S. generally accepted accounting principles.

“HCAC Board” means Hennessy Capital’s board of directors prior to the Business Combination.

“HCAC Common Stock” means HCAC Class A Common Stock and HCAC Class B Common Stock, collectively.

“HCAC Class A Common Stock” means Hennessy Capital’s Class A common stock, par value $0.0001 per share.

“HCAC Class B Common Stock” means Hennessy Capital’s Class B common stock, par value $0.0001 per share.

“HCAC Unit” means one share of HCAC Class A Common Stock and three-quarters (3/4) of one redeemable HCAC Warrant.

“HCAC Warrant Agreement” means the warrant agreement, dated as of February28, 2019, by and between Hennessy Capital and Continental Stock Transfer & Trust Company, governing the outstanding HCAC Warrants.

“HCAC Warrants” means the Private Placement Warrants and the Public Warrants issued under the HCAC Warrant Agreement, with each whole warrant exercisable for one share of HCAC Class A Common Stock at an exercise price of $11.50.

“Hennessy Capital” means Hennessy Capital Acquisition Corp. IV, a Delaware corporation.

“Hennessy Capital Proposals” means the proposals to be voted on at the Hennessy Capital special meeting.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“IPO” means Hennessy Capital’s initial public offering of units, consummated on March5, 2019.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

“Merger Agreement” means the Merger Agreement, dated as of August17, 2020, as may be amended from time to time, by and among Hennessy Capital, Canoo, First Merger Sub and Second Merger Sub.

“Mergers” means the First Merger and the Second Merger, collectively.

“Nasdaq” means the Nasdaq Capital Market.

“Nasdaq Proposal” means the proposal to approve, for purposes of complying with the applicable listing rules of the Nasdaq Stock Market, the issuance of shares of HCAC Class A Common Stock to the Canoo equity holders in the Mergers pursuant to the Merger Agreement and to the investors in the private offering of securities to certain investors in connection with the Business Combination.

“New Canoo” means Hennessy Capital immediately following the consummation of the Business Combination and approval of the Proposed Charter.

“New Canoo Board” means New Canoo’s board of directors following the consummation of the Business Combination and the election of directors pursuant to Proposal No. 6 — The Election of Directors Proposal.

“New Canoo Common Stock” means, following the consummation of the Business Combination and approval of the Proposed Charter, New Canoo’s common stock, par value $0.0001 per share, as authorized under the Proposed Charter.

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“PIPE Financing” means the sale of PIPE Shares to the PIPE Investors, for a purchase price of $10.00 per share and an aggregate purchase price of $323,250,000, in a private placement.

“PIPE Investors” means the purchasers of the PIPE Shares.

“PIPE Shares” means an aggregate of 32,325,000shares of HCAC Class A Common Stock to be issued to PIPE Investors in the PIPE Financing.

“Private Placement” means the sale of the Private Placement Warrants that occurred simultaneously with the completion of the IPO.

“Private Shares” means the shares of HCAC Class B Common Stock.

“Private Placement Warrants” means the warrants to purchase shares of HCAC Class A Common Stock sold in private placements to our Sponsor and our Anchor Investor that occurred simultaneously with the completion of the IPO.

“prospectus” means this prospectus included in the Registration Statement on Form S-4 (Registration No. 333-248923) filed by Hennessy Capital with the SEC.

“Public Shares” means shares of HCAC Class A Common Stock issued as part of the units sold in the IPO.

“Public Stockholders” means the holders of shares of HCAC Class A Common Stock.

“Public Warrants” means the redeemable warrants included in the HCAC Units sold in the IPO, each whole warrant of which is exercisable for one share of HCAC Class A Common Stock, in accordance with its terms.

“SEC” means the U.S. Securities and Exchange Commission.

“Second Merger” means the merger of Surviving Corporation with and into Second Merger Sub.

“Second Merger Sub” means HCAC IV Second Merger Sub, LLC, a Delaware limited liability company.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Shareholder Support Agreements” means those Shareholder Support Agreements, dated as of August17, 2020, by and among Hennessy Capital and certain of Canoo’s shareholders.

“Sponsor” means Hennessy Capital Partners IV LLC, a Delaware limited liability company.

“Stock Incentive Plan Proposal” means the proposal to approve and adopt the equity incentive award plan established to be effective after the Closing of the Business Combination

“Surviving Corporation” means the entity surviving the First Merger as a wholly-owned subsidiary of Hennessy Capital.

“Surviving Entity” means the entity surviving the Second Merger as a wholly owned subsidiary of Hennessy Capital.

“Trust Account” means the trust account that holds a portion of the proceeds of the IPO and the concurrent sale of the Private Placement Warrants.

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the special meeting of stockholders, including with respect to the proposed Business Combination. The following questions and answers may not include all the information that is important to Hennessy Capital stockholders. Stockholders are urged to read carefully this entire proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein.

Questions and Answers about the Special Meeting of Hennessy Capital’s Stockholders and the Related Proposals

Q.     Why am I receiving this proxy statement/prospectus?

A.     Hennessy Capital has entered into the Merger Agreement with Canoo and the other parties thereto pursuant to which (a) First Merger Sub will be merged with and into Canoo (the “First Merger”), with Canoo surviving the First Merger as a wholly owned subsidiary of Hennessy Capital (Canoo, in its capacity as the surviving corporation of the First Merger, is sometimes referred to as the “Surviving Corporation”); and (b) as soon as practicable, but in any event within 10 days following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Corporation will be merged with and into Second Merger Sub (the “Second Merger”), with Second Merger Sub being the surviving entity of the Second Merger. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

Immediately prior to Closing, each Canoo Preference Share will be converted into an equal number of Canoo Ordinary Shares, and each converted Canoo Preference Share will no longer be outstanding and will cease to exist, such that each holder of Canoo Preference Shares will thereafter cease to have any rights with respect to such securities. At Closing, as a result of the Business Combination, all outstanding Canoo equity will be cancelled and automatically converted into the right to receive a pro rata portion of (x) the 175million shares of HCAC Class A Common Stock that Hennessy Capital will issue at the Closing and (y) up to 15million shares of HCAC Class A Common Stock that may be issued if certain share prices of HCAC Class A Common Stock are achieved and other conditions are satisfied. See the section entitled “The Business Combination” on page 101of this proxy statement/prospectus for further information on the consideration being paid to the stockholders of Canoo.

Hennessy Capital stockholders are being asked to consider and vote upon the Business Combination Proposal to approve the adoption of the Merger Agreement and the Business Combination, among other proposals.

HCAC Units, HCAC Class A Common Stock and the Public Warrants are currently listed on the Nasdaq Capital Market, under the symbols “HCACU,” “HCAC” and “HCACW,” respectively. Hennessy Capital has applied to continue the listing of HCAC Class A Common Stock and warrants on the Nasdaq Capital Market under the symbol “CNOO” and “CNOOW” upon the Closing. At the Closing, each unit will separate into its components consisting of one share of common stock and three-quarters of one warrant, and therefore there will be no Nasdaq listing of the HCAC Units following the consummation of the Business Combination.

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the proposals to be acted upon at the special meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety. This document also constitutes a prospectus of Hennessy Capital with respect to the HCAC Class A Common Stock issuable in connection with the Business Combination.

Q.     What matters will stockholders consider at the special meeting?

A.     The Business Combination Proposal — a proposal to approve the adoption of the Merger Agreement and the Business Combination.

The Charter Proposals — four proposals to amend Hennessy Capital’s Existing Charter.

The Election of Directors Proposal — a proposal to elect the directors comprising the board of directors of New Canoo.

The Stock Incentive Plan Proposal — a proposal to approve and adopt the equity incentive award plan established to be effective after the Closing of the Business Combination.

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The Employee Stock Purchase Plan Proposal — a proposal to approve and adopt the employee stock purchase plan established to be effective after the Closing of the Business Combination.

The Nasdaq Proposal — a proposal to approve, for purposes of complying with the applicable listing rules of the Nasdaq Stock Market, the issuance of shares of HCAC Class A Common Stock to the Canoo equity holders in the Mergers pursuant to the Merger Agreement and to the investors in the private offering of securities to certain investors in connection with the Business Combination.

The Adjournment Proposal — a proposal to approve a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote.

Q.     Are any of the proposals conditioned on one another?

A.     The Charter Proposals, Election of Directors Proposal, Stock Incentive Plan Proposal and Employee Stock Purchase Plan Proposal are all conditioned on the approval of the Business Combination Proposal and the Nasdaq Proposal. The Nasdaq Proposal is conditioned on the approval of the Business Combination Proposal. The Business Combination Proposal is conditioned on the approval of the Nasdaq Proposal. The Adjournment Proposal does not require the approval of the Business Combination Proposal and Business Combination to be effective. It is important for you to note that in the event that the Business Combination Proposal is not approved, then Hennessy Capital will not consummate the Business Combination. If Hennessy Capital does not consummate the Business Combination and fails to complete an initial business combination by December31, 2020 or obtain the approval of Hennessy Capital stockholders to extend the deadline for Hennessy Capital to consummate an initial business combination, then Hennessy Capital will be required to dissolve and liquidate.

Q.     What will happen upon the consummation of the Business Combination?

A.     On the Closing Date, (a) First Merger Sub will be merged with and into Canoo in connection with the First Merger, with Canoo surviving the First Merger as a wholly owned subsidiary of Hennessy Capital and (b) as soon as practicable, but in any event within 10 days following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Corporation will be merged with and into Second Merger Sub, with Second Merger Sub being the surviving entity of the Second Merger. The Mergers will have the effects specified under Delaware law. As consideration for the Business Combination, all outstanding Canoo equity will be cancelled and automatically converted into the right to receive a pro rata portion of (x) the 175million shares of HCAC Class A Common Stock that Hennessy Capital will issue at the Closing and (y) up to 15million shares of HCAC Class A Common Stock that may be issued if certain share prices of HCAC Class A Common Stock are achieved and other conditions are satisfied.

Q.     Why is Hennessy Capital proposing the Business Combination Proposal?

A.     Hennessy Capital was organized for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Hennessy Capital is not limited to any particular industry or sector.

Hennessy Capital received $303,151,500 from its IPO (including net proceeds from the exercise by the underwriters of their over-allotment option) and sale of the Private Placement Warrants, which was placed into the Trust Account immediately following the IPO. In accordance with the Existing Charter, the funds held in the Trust Account will be released upon the consummation of the Business Combination. See the question entitled “What happens to the funds held in the Trust Account upon consummation of the Business Combination?”

There currently are 29,803,439shares of HCAC Class A Common Stock issued and outstanding and 7,503,750shares of HCAC Class B Common Stock outstanding. In addition, there currently are 36,092,750 HCAC Warrants issued and outstanding, consisting of 22,511,250 Public Warrants and 13,581,500 Private Placement Warrants. Each whole HCAC Warrant entitles the holder thereof to purchase one share of HCAC Class A Common Stock at a price of $11.50 per share. The HCAC Warrants will become exercisable 30 days after the completion of a business combination, and expire at 5:00 p.m., New York City time, five years after the completion of a business combination or earlier upon redemption or liquidation. The Private Placement Warrants, however, are non-redeemable so long as they are held by their initial purchasers or their permitted transferees.

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Under the Existing Charter, Hennessy Capital must provide all holders of Public Shares with the opportunity to have their Public Shares redeemed upon the consummation of Hennessy Capital’s initial business combination in conjunction with a stockholder vote.

Q.     Who is Canoo?

A.     Canoo is a mobility technology company with a mission to revolutionize the electric vehicle (“EV”) and future mobility market, leading a transformation in the way vehicles are designed, engineered and manufactured to capitalize on the true value proposition of an EV. Canoo has developed a breakthrough EV platform, or skateboard, purpose-built to be highly modular and to facilitate rapid development of multiple vehicle programs in both the commercial and consumer markets. Canoo’s unique skateboard architecture allows it to easily add different vehicle cabins, or top hats, on top of the skateboard, which significantly reduces the cost and development time for future vehicle models. The skateboard platform uniquely positions Canoo to efficiently allocate capital by allowing Canoo to quickly adjust volumes as well as add new product derivatives to meet current and evolving market demand and margin opportunities.

Canoo’s skateboard will serve as the foundation for Canoo’s future vehicle offerings: initially expected to be a series of Delivery Vehicles initially targeted at the last mile delivery market, and a Lifestyle Vehicle and Sport Vehicle designed for the urban consumer. With Canoo’s proprietary flat platform architecture, Canoo’s vehicles will be able to offer class-leading cargo and passenger volume on a small footprint. Canoo successfully designed, developed and produced a Beta prototype of its first vehicle within 19months and with an investment of approximately $250million. Since then, Canoo has grown its Beta fleet to 32 properties and 13 drivable prototypes incorporating the Canoo skateboard, while completing over 50 physical crash tests. Canoo has developed and continues to develop prototypes to explore demand in new markets and for new product opportunities.

Both Canoo’s Lifestyle Vehicle and its Sport Vehicle are initially intended to be made available to consumers via an innovative subscription business model. With a single monthly payment, customers will enjoy the benefits of an all-inclusive experience that, in addition to their own Canoo vehicle, also includes standard maintenance, warranty, registration and access to both insurance and vehicle charging. Canoo plans to utilize an asset-light, flexible manufacturing strategy by outsourcing its direct vehicle production operations to a world-class vehicle contract manufacturing partner for its initial vehicle programs. In doing so, Canoo will significantly reduce its up-front capital investment and eliminate the recurring fixed costs and overhead that would be required for Canoo to own and operate its own assembly facility.

Q.     What equity stake will current Hennessy Capital stockholders and Canoo equity holders have in New Canoo?

A.     It is anticipated that, upon the completion of the Business Combination, the ownership of New Canoo will be as follows:

•        current Canoo equity holders will own 175,000,000shares of New Canoo Common Stock (excluding any PIPE Shares), representing approximately 71.5% of the total shares outstanding;

•        the PIPE Investors will own 32,325,000shares of New Canoo Common Stock, representing approximately 13.2% of the total shares outstanding; and

•        the current Hennessy Capital stockholders will own 37,307,189shares of New Canoo Common Stock (excluding any PIPE Shares), representing approximately 15.3% of the total shares outstanding.

The numbers of shares and percentage interests set forth above are based on a number of assumptions, including that (i) none of the Public Stockholders exercise their redemption rights, (ii) there are no other equity issuances by New Canoo, (iii) the vesting of all shares of New Canoo Common Stock received in respect of the Canoo Restricted Shares, (iv) the vesting and exercise of all Converted Options for shares of New Canoo Common Stock and (v) the vesting of all Converted RSU Awards and the issuance of shares of New Canoo Common Stock in respect thereof. If the actual facts differ from our assumptions, the numbers of shares and percentage interests set forth above will be different. In addition, the numbers of shares and percentage interests set forth above do not take into account (i) potential future exercises of HCAC Warrants and (ii) the Earnout Shares.

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Q.     Who will be the officers and directors of Hennessy Capital if the Business Combination is consummated?

A.     The Merger Agreement provides that, immediately following the consummation of the Business Combination, the New Canoo Board will be comprised of Foster Chiang, Greg Ethridge, Tony Aquila, Josette Sheeran, Rainer Schmueckle, Thomas Dattilo and one other individual to be mutually agreed on by Hennessy Capital and Canoo. Immediately following the consummation of the Business Combination, we expect that the following will be the executive officers of New Canoo: Ulrich Kranz as Chief Executive Officer, In Charge; Paul Balciunas as Chief Financial Officer, In Charge of Finance; Bill Strickland as In Charge of Vehicle Programs, Andrew Wolstan as General Counsel, Secretary, In Charge of Legal & Government Affairs and Peter Savagian, Chief Technology Officer.

Q.     What conditions must be satisfied to complete the Business Combination?

A.     There are a number of closing conditions in the Merger Agreement, including that Hennessy Capital’s stockholders have approved and adopted the Merger Agreement. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “The Merger Agreement — Conditions to Closing.”

Q.     What happens if I sell my shares of HCAC Class A Common Stock before the special meeting of stockholders?

A.     The record date for the special meeting of stockholders will be earlier than the date that the Business Combination is expected to be completed. If you transfer your shares of HCAC Class A Common Stock after the record date, but before the special meeting of stockholders, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting of stockholders. However, you will not be entitled to receive any shares of HCAC Class A Common Stock following the Closing because only Hennessy Capital’s stockholders on the date of the Closing will be entitled to receive shares of HCAC Class A Common Stock in connection with the Closing.

Q.     What vote is required to approve the proposals presented at the special meeting of stockholders?

A.     The approval of the Charter Proposals require the affirmative vote (in person online or by proxy) of the holders of a majority of all then outstanding shares of HCAC Common Stock entitled to vote thereon at the special meeting. Accordingly, a Hennessy Capital stockholder’s failure to vote by proxy or to vote in person online at the special meeting of stockholders, an abstention from voting or a broker non-vote will have the same effect as a vote against these Proposals.

The approval of the Business Combination Proposal, Stock Incentive Plan Proposal, Employee Stock Purchase Plan Proposal, Nasdaq Proposal and Adjournment Proposal require the affirmative vote (in person online or by proxy) of the holders of a majority of the shares of HCAC Common Stock that are voted at the special meeting of stockholders. Accordingly, a Hennessy Capital stockholder’s failure to vote by proxy or to vote in person online at the special meeting of stockholders, an abstention from voting or a broker non-vote will have no effect on the outcome of any vote on these Proposals.

The approval of the election of each director nominee pursuant to the Election of Directors Proposal requires the affirmative vote of the holders of a plurality of the outstanding shares of HCAC Common Stock entitled to vote and actually cast thereon at the special meeting. Accordingly, a Hennessy Capital stockholder’s failure to vote by proxy or to vote in person online at the special meeting of stockholders, an abstention from voting or a broker non-vote will have no effect on the outcome of any vote on the Election of Directors Proposal.

Q.     Do Canoo’s shareholders need to approve the Business Combination?

A.     Yes. Shortly following the execution of the Merger Agreement, certain Canoo shareholders holding at least two-thirds (2/3) of the Canoo Shares outstanding as of the date of the Merger Agreement entered into the Shareholder Support Agreements, pursuant to which, among other things and subject to the terms and conditions therein, such Canoo shareholders agreed to vote or provide their written consent with respect to all Canoo Ordinary Shares and Canoo Preference Shares beneficially owned by such shareholders in favor of adoption and approval of the Merger Agreement and the approval of the transactions contemplated by the Merger Agreement, including the Business Combination, and not to (a) transfer any of their Canoo Ordinary Shares and Canoo Preference Shares (or enter into any arrangement with respect thereto) or (b) enter into any voting arrangement

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that is inconsistent with the Shareholder Support Agreements. Collectively, as of October27, 2020, the Canoo shareholders who had previously entered into Shareholder Support Agreements collectively held approximately 74.3% of the outstanding shares of Canoo Capital Stock. For further information, please see the section entitled “Certain Agreements Related to The Business Combination — Shareholder Support Agreements.”

Q.     May Hennessy Capital or Hennessy Capital’s directors, officers or advisors, or their affiliates, purchase shares in connection with the Business Combination?

A.     In connection with the stockholder vote to approve the proposed Business Combination, the Sponsor and the HCAC Board, officers, advisors or their affiliates may privately negotiate transactions to purchase shares prior to the Closing from stockholders who would have otherwise elected to have their shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per share pro rata portion of the Trust Account without the prior written consent of Canoo. None of the Sponsor, directors, officers or advisors, or their respective affiliates, will make any such purchases when they are in possession of any material non-public information not disclosed to the seller of such shares. Such a purchase would include a contractual acknowledgement that such stockholder, although still the record holder of such shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, directors, officers or advisors, or their affiliates, purchase shares in privately negotiated transactions from Public Stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are in excess of the per share pro rata portion of the Trust Account. The purpose of these purchases would be to increase the amount of cash available to Hennessy Capital for use in the Business Combination.

Q.     How many votes do I have at the special meeting of stockholders?

A.     Hennessy Capital’s stockholders are entitled to one vote at the special meeting for each share of HCAC Class A Common Stock or HCAC Class B Common Stock held of record as of the record date. As of the close of business on the record date, there were 29,803,439shares of HCAC Class A Common Stock outstanding and 7,503,750shares of HCAC Class B Common Stock outstanding.

Q.     What interests do Hennessy Capital’s current officers and directors have in the Business Combination?

A.     The HCAC Board and executive officers may have interests in the Business Combination that are different from, in addition to or in conflict with, yours. These interests include:

•        the beneficial ownership of the Sponsor and certain of Hennessy Capital’s board of directors and officers of an aggregate of 6,631,820shares of HCAC Class B Common Stock, which were acquired for an aggregate purchase price of $25,000 prior to the IPO, and 11,739,394 Private Placement Warrants, which were acquired for an aggregate purchase price of $11,739,394 in connection with the consummation of the IPO, which shares and warrants would become worthless if Hennessy Capital does not complete a business combination within the applicable time period, as the Founders have waived any redemption right with respect to these shares. Such shares and warrants have an aggregate market value of approximately $68.4million and $16.7million, respectively, based on the closing price of HCAC Class A Common Stock of $10.31 and Public Warrants of $1.42 on Nasdaq on October27, 2020, the record date for the special meeting of stockholders. Each of our officers and directors is a member of the Sponsor. Hennessy Capital LLC is the managing member of the Sponsor and has voting and investment discretion with respect to the common stock held by the Sponsor. Daniel J. Hennessy is the manager of Hennessy Capital LLC;

•        as compensation for his services rendered to Hennessy Capital prior to the Business Combination, Mr.Ethridge, Hennessy Capital’s President and Chief Operating Officer, will receive a $500,000 cash payment upon the successful completion of its initial business combination;

•        the anticipated continuation of Greg Ethridge, Hennessy Capital’s President, Chief Operating Officer and director, as a director of New Canoo;

•        Hennessy Capital SPV II LLC, an entity controlled by Daniel J. Hennessy, has entered into a Subscription Agreement as part of the PIPE Financing for the purchase of 500,000 PIPE Shares for an aggregate purchase price of $5.0million;

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•        the continued indemnification of current directors and officers of Hennessy Capital and the continuation of directors’ and officers’ liability insurance after the Business Combination;

•        the fact that our Sponsor, officers and directors will be reimbursed for out-of-pocket expenses incurred in connection with activities on our behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations; and

•        the fact that our Sponsor, officers and directors will lose their entire investment in us if an initial business combination is not completed.

These interests may influence Hennessy Capital’s directors in making their recommendation that you vote in favor of the approval of the Business Combination and the transactions contemplated thereby. These interests were considered by the HCAC Board when it approved the Business Combination.

Q.     Did the HCAC Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A.     The HCAC Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. The HCAC board believes that based upon the financial skills and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to its stockholders. The HCAC Board also determined, without seeking a valuation from a financial advisor, that Canoo’s fair market value was at least 80% of Hennessy Capital’s net assets, excluding any taxes payable on interest earned. Accordingly, investors will be relying on the judgment of the HCAC Board as described above in valuing Canoo’s business and assuming the risk that the HCAC Board may not have properly valued such business.

Q.     What happens if the Business Combination Proposal is not approved?

A.     If the Business Combination Proposal is not approved and Hennessy Capital does not consummate a business combination by December31, 2020, or amend its Existing Charter to extend the date by which Hennessy Capital must consummate an initial business combination, Hennessy Capital will be required to dissolve and liquidate the Trust Account.

Q.     Do I have redemption rights?

A.     If you are a holder of Public Shares, you may redeem your Public Shares for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account, which holds the proceeds of the IPO, as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to Hennessy Capital to pay its franchise and income taxes and for working capital purposes, upon the consummation of the Business Combination. The per share amount Hennessy Capital will distribute to holders who properly redeem their shares will not be reduced by the deferred underwriting commissions Hennessy Capital will pay to the underwriters of its IPO if the Business Combination is consummated. Holders of the outstanding Public Warrants do not have redemption rights with respect to such warrants in connection with the Business Combination. All of the Founders have agreed to waive their redemption rights with respect to their shares of HCAC Class B Common Stock and any Public Shares that they may have acquired during or after the IPO in connection with the completion of Hennessy Capital’s initial business combination. The shares of HCAC Class B Common Stock will be excluded from the pro rata calculation used to determine the per share redemption price. For illustrative purposes, based on funds in the Trust Account of approximately $306.6million on October27, 2020, the estimated per share redemption price would have been approximately $10.29. This is greater than the $10.00 IPO price of HCAC Units. Additionally, Public Shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise holders of such shares will only be entitled to a pro rata portion of the Trust Account (including interest but net of taxes payable and dissolution expenses) in connection with the liquidation of the Trust Account. If the Business Combination is not consummated, Hennessy Capital may enter into an alternative business combination and close such transaction by December31, 2020 (subject to the requirements of law).

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Q.     Is there a limit on the number of shares I may redeem?

A.     A Public Stockholder, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares. Accordingly, all shares in excess of 15% of the Public Shares owned by a holder will not be redeemed. On the other hand, a Public Stockholder who holds less than 15% of the Public Shares may redeem all of the Public Shares held by him or her for cash.

Q.     Will how I vote affect my ability to exercise redemption rights?

A.     No. You may exercise your redemption rights whether you vote your Public Shares for or against the Business Combination Proposal or do not vote your shares. As a result, the Business Combination Proposal can be approved by stockholders who will redeem their Public Shares and no longer remain stockholders, leaving stockholders who choose not to redeem their Public Shares holding shares in a company with a less liquid trading market, fewer stockholders, less cash and the potential inability to meet the listing standards of Nasdaq.

Q.     How do I exercise my redemption rights?

A.     In order to exercise your redemption rights, you must, prior to 5:00 p.m. Eastern time on           , 2020 (two business days before the special meeting), (i) submit a written request to Hennessy Capital’s transfer agent that Hennessy Capital redeem your Public Shares for cash and (ii) deliver your stock to Hennessy Capital’s transfer agent physically or electronically through The Depository Trust Company (“DTC”). The address of Continental Stock Transfer & Trust Company, Hennessy Capital’s transfer agent, is listed under the question “Who can help answer my questions?” below. Hennessy Capital requests that any requests for redemption include the identity as to the beneficial owner making such request. Electronic delivery of your stock generally will be faster than delivery of physical stock certificates.

A physical stock certificate will not be needed if your stock is delivered to Hennessy Capital’s transfer agent electronically. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC and Hennessy Capital’s transfer agent will need to act to facilitate the request. It is Hennessy Capital’s understanding that stockholders should generally allot at least one week to obtain physical certificates from the transfer agent. However, because Hennessy Capital does not have any control over this process or over the brokers or DTC, it may take significantly longer than one week to obtain a physical stock certificate. If it takes longer than anticipated to obtain a physical certificate, stockholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with Hennessy Capital’s consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to Hennessy Capital’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that Hennessy Capital’s transfer agent return the shares (physically or electronically). You may make such request by contacting Hennessy Capital’s transfer agent at the phone number or address listed under the question “Who can help answer my questions?”

Q.     What are the U.S. federal income tax consequences of exercising my redemption rights?

A.     Hennessy Capital stockholders who exercise their redemption rights to receive cash from the Trust Account in exchange for their Public Shares generally (subject to specified exceptions) will be required to treat the transaction as a sale of such shares and recognize gain or loss upon the redemption in an amount equal to the difference, if any, between the amount of cash received and the tax basis of the Public Shares redeemed. Such gain or loss should be treated as capital gain or loss if such shares were held as a capital asset on the date of the redemption. A stockholder’s tax basis in his, her or its Public Shares generally will equal the cost of such shares. A stockholder who purchased HCAC Units will have to allocate the cost between the shares of HCAC Class A Common Stock or HCAC Warrants comprising the HCAC Units based on their relative fair market values at the time of the purchase. See the section entitled “Certain U.S. Federal Income Tax Considerations of the Redemption and the Business Combination.”

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Q.     If I hold HCAC Warrants, can I exercise redemption rights with respect to my warrants?

A.     No. There are no redemption rights with respect to the HCAC Warrants.

Q.     Do I have appraisal rights if I object to the proposed Business Combination?

A.     No. There are no appraisal rights available to holders of shares of HCAC Common Stock or HCAC Warrants in connection with the Business Combination.

Q.     What happens to the funds held in the Trust Account upon consummation of the Business Combination?

A.     If the Business Combination is consummated, the funds held in the Trust Account will be released to pay (i) Hennessy Capital stockholders who properly exercise their redemption rights and (ii) expenses incurred by Canoo and Hennessy Capital in connection with the Business Combination, to the extent not otherwise paid prior to the Closing. Any additional funds available for release from the Trust Account will be used for general corporate purposes of Hennessy Capital following the Business Combination.

Q.     What happens if the Business Combination is not consummated?

A.     There are certain circumstances under which the Merger Agreement may be terminated. See the section entitled “The Merger Agreement — Termination” for information regarding the parties’ specific termination rights.

If, as a result of the termination of the Merger Agreement or otherwise, Hennessy Capital is unable to complete a business combination by December31, 2020 or obtain the approval of Hennessy Capital stockholders to extend the deadline for Hennessy Capital to consummate an initial business combination, the Existing Charter provides that Hennessy Capital will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to Hennessy Capital to pay taxes (less taxes payable and up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and the HCAC Board, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. See the sections entitled “Risk Factors — Hennessy Capital may not be able to consummate an initial business combination within the required time period, in which case it would cease all operations except for the purpose of winding up and it would redeem the Public Shares and liquidate, in which case the Public Stockholders may only receive $10.10 per share, or less than such amount in certain circumstances, and the Public Warrants will expire worthless.” and “— Hennessy Capital stockholders may be held liable for claims by third parties against Hennessy Capital to the extent of distributions received by them upon redemption of their shares.” The Founders have waived any right to any liquidation distribution with respect to those shares.

In the event of liquidation, there will be no distribution with respect to outstanding HCAC Warrants. Accordingly, the HCAC Warrants will expire worthless.

Q.     When is the Business Combination expected to be completed?

A.     It is currently anticipated that the Business Combination will be consummated promptly following the special meeting of stockholders, provided that all other conditions to the consummation of the Business Combination have been satisfied or waived.

For a description of the conditions to the completion of the Business Combination, see the section entitled “The Merger Agreement — Conditions to Closing.”

Q.     What do I need to do now?

A.     You are urged to carefully read and consider the information contained in this proxy statement/prospectus, including the financial statements and annexes attached hereto, and to consider how the Business Combination

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will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q.     How do I vote?

A.     If you were a holder of record of HCAC Common Stock on October27, 2020, the record date for the special meeting of stockholders, you may vote with respect to the applicable proposals in person online at the special meeting of stockholders or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you choose to participate in the special meeting, you can vote your shares electronically during the special meeting via live webcast by visiting https://www.cstproxy.com/hennessycapiv/sm2020. You will need the 12-digit meeting control number that is printed on your proxy card to enter the special meeting. Hennessy Capital recommends that you log in at least 15 minutes before the special meeting to ensure you are logged in when the special meeting starts.

If on the record date your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the special meeting in person online. However, since you are not the stockholder of record, you may not vote your shares in person online at the special meeting unless you first request and obtain a valid legal proxy from your broker or other agent. You must then e-mail a copy (a legible photograph is sufficient) of your legal proxy to Continental Stock Transfer & Trust Company (“CST”) at proxy@continentalstock.com. Beneficial owners who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will allow them to register to attend and participate in the special meeting. Beneficial owners who wish to attend the special meeting in person online should contact CST no later than           , 2020 to obtain this information.

Q.     What will happen if I abstain from voting or fail to vote at the special meeting?

A.     At the special meeting of stockholders, Hennessy Capital will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, an abstention or failure to vote will have the same effect as a vote against each of the Business Combination Proposal and the Charter Proposals, and will have no effect on any of the other proposals.

Q.     What will happen if I sign and return my proxy card without indicating how I wish to vote?

A.     Signed and dated proxies received by Hennessy Capital without an indication of how the stockholder intends to vote on a proposal will be voted in favor of each proposal presented to the stockholders.

Q.     How can I attend the special meeting?

A:     You may attend the special meeting and vote your shares in person online during the special meeting via live webcast by visiting https://www.cstproxy.com/hennessycapiv/sm2020. As a registered shareholder, you received a proxy card from CST, which contains instructions on how to attend the special meeting in person online, including the URL address, along with your 12-digit meeting control number. You will need the 12-digit meeting control number that is printed on your proxy card to enter the special meeting. If you do not have your 12-digit meeting control number, contact CST at 917-262-2373 or e-mail CST at proxy@continentalstock.com. Please note that you will not be able to physically attend the special meeting in person, but may attend the special meeting in person online by following the instructions below.

You can pre-register to attend the special meeting in person online starting           , 2020. Enter the URL address into your browser, and enter your 12-digit meeting control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. Prior to or at the start of the special meeting you will need to re-log in using your 12-digit meeting control number and will also be prompted to enter your 12-digit meeting control number if you vote in person online during the special meeting. Hennessy Capital recommends that you log in at least 15 minutes before the special meeting to ensure you are logged in when the special meeting starts.

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If your shares are held in “street name,” you may attend the special meeting. You will need to contact CST at the number or email address above, to receive a 12-digit meeting control number and gain access to the special meeting or otherwise contact your broker, bank, or other nominee as soon as possible, to do so. Please allow up to 72 hours prior to the special meeting for processing your 12-digit meeting control number.

If you do not have Internet capabilities, you can listen only to the special meeting by dialing 1 877-770-3647 (toll-free) if within the U.S. or Canada, or +1 312-780-0854 (standard rates apply) if outside of the U.S. and Canada, and when prompted enter the pin 40049387#. This is listen only, you will not be able to vote or enter questions during the special meeting.

Q.     Do I need to attend the special meeting of stockholders in person online to vote my shares?

A.     No. You are invited to attend the special meeting in person online to vote on the proposals described in this proxy statement/prospectus. However, you do not need to attend the special meeting of stockholders in person online to vote your shares. Instead, you may submit your proxy by signing, dating and returning the applicable enclosed proxy card(s) in the pre-addressed postage-paid envelope. Your vote is important. Hennessy Capital encourages you to vote as soon as possible after carefully reading this proxy statement/prospectus.

Q.     If I am not going to attend the special meeting of stockholders in person online, should I return my proxy card instead?

A.     Yes. After carefully reading and considering the information contained in this proxy statement/prospectus, please submit your proxy, as applicable, by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q.     If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A.     No. If your broker holds your shares in its name and you do not give the broker voting instructions, under the applicable stock exchange rules, your broker may not vote your shares on any of the Hennessy Capital Proposals. If you do not give your broker voting instructions and the broker does not vote your shares, this is referred to as a “broker non-vote.” Broker non-votes will be counted for purposes of determining the presence of a quorum at the special meeting of stockholders. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide. However, in no event will a broker non-vote have the effect of exercising your redemption rights for a pro rata portion of the Trust Account, and therefore no shares as to which a broker non-vote occurs will be redeemed in connection with the proposed Business Combination.

Q.     May I change my vote after I have mailed my signed proxy card?

A.     Yes. You may change your vote by sending a later-dated, signed proxy card to Hennessy Capital’s Secretary at the address listed below prior to the vote at the special meeting of stockholders, or attend the special meeting and vote in person online. You also may revoke your proxy by sending a notice of revocation to Hennessy Capital’s Secretary, provided such revocation is received prior to the vote at the special meeting. If your shares are held in street name by a broker or other nominee, you must contact the broker or nominee to change your vote.

Q.     What should I do if I receive more than one set of voting materials?

A.     You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q.     What is the quorum requirement for the special meeting of stockholders?

A.     A quorum will be present at the special meeting of stockholders if a majority of the HCAC Common Stock outstanding and entitled to vote at the special meeting is represented in person online or by proxy. In the absence of a quorum, a majority of Hennessy Capital’s stockholders, present in person online or represented by proxy, and voting thereon will have the power to adjourn the special meeting.

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As of the record date for the special meeting, 18,759,376shares of HCAC Common Stock would be required to achieve a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or your broker, bank or other nominee submits one on your behalf) or if you vote in person online at the special meeting of stockholders. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, a majority of the shares represented by stockholders present in person online at the special meeting or by proxy may authorize adjournment of the special meeting to another date.

Q.     What happens to the HCAC Warrants I hold if I vote my shares of HCAC Common Stock against approval of the Business Combination Proposal and validly exercise my redemption rights?

A.     Properly exercising your redemption rights as a Hennessy Capital stockholder does not result in either a vote “FOR” or “AGAINST” the Business Combination Proposal. If the Business Combination is not completed, you will continue to hold your HCAC Warrants, and if Hennessy Capital does not otherwise consummate an initial business combination by December31, 2020 or obtain the approval of Hennessy Capital stockholders to extend the deadline for Hennessy Capital to consummate an initial business combination, Hennessy Capital will be required to dissolve and liquidate, and your HCAC Warrants will expire worthless.

Q.     Following the Business Combination, will Hennessy securities continue to trade on a stock exchange?

A.     Yes. We anticipate that, following the Business Combination, HCAC Class A Common Stock and warrants will continue trading on the Nasdaq Capital Market under the new symbols “CNOO” and “CNOOW,” respectively. The HCAC Units will automatically separate into the component securities upon consummation of the Business Combination and, as a result, will no longer trade as a separate security.

Q.     How does the Sponsor intend to vote on the proposals?

A.     Our Sponsor, directors and officers have agreed to vote any shares of HCAC Common Stock owned by them in favor of the Business Combination, including their shares of HCAC Class B Common Stock and any Public Shares purchased after our IPO (including in open market and privately negotiated transactions). As of the record date, our Sponsor, officers and directors beneficially own an aggregate of approximately 17.8% of the outstanding shares of HCAC Common Stock.

Q.     Who will solicit and pay the cost of soliciting proxies?

A.     Hennessy Capital will pay the cost of soliciting proxies for the special meeting. Hennessy Capital has engaged Morrow Sodali LLC (“Morrow”) to assist in the solicitation of proxies for the special meeting. Hennessy Capital has agreed to pay Morrow a fee of up to $35,000. Hennessy Capital will reimburse Morrow for reasonable out-of-pocket expenses and will indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. Hennessy Capital will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of the Public Shares for their expenses in forwarding soliciting materials to beneficial owners of Public Shares and in obtaining voting instructions from those owners. Hennessy Capital’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q.     Who can help answer my questions?

A.     If you have questions about the stockholder proposals, or if you need additional copies of this proxy statement/prospectus, the proxy card or the consent card you should contact our proxy solicitor at:

Morrow Sodali LLC
470 West Avenue
Stamford, Connecticut 06902
Tel: (800) 662-5200 (toll-free) or
(203) 658-9400 (banks and brokers can call collect)
Email: HCAC.info@investor.morrowsodali.com

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You may also contact Hennessy Capital at:

Nicholas A. Petruska, Executive Vice President,
Chief Financial Officer and Secretary
Hennessy Capital Acquisition Corp. III
3415 N. Pines Way, Suite 204
Wilson, Wyoming 83014
Tel: (312) 803-0372
Email: npetruska@hennessycapllc.com

To obtain timely delivery, Hennessy Capital’s stockholders and warrantholders must request the materials no later than five business days prior to the special meeting.

You may also obtain additional information about Hennessy Capital from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to Hennessy Capital’s transfer agent prior to 5:00 p.m., New York time, on the second business day prior to the special meeting of stockholders. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
E-mail: mzimkind@continentalstock.com

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the Business Combination and the proposals to be considered at the special meeting, you should read this entire proxy statement/prospectus carefully, including the annexes. See also the section entitled “Where You Can Find More Information.”

Parties to the Business Combination

Hennessy Capital Acquisition Corp. IV

Hennessy Capital is a Delaware special purpose acquisition company incorporated on August6, 2018 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving Hennessy Capital and one or more businesses. Upon the Closing, Hennessy Capital intends to change its name to Canoo Inc.

HCAC Units, HCAC Class A Common Stock and HCAC Warrants are currently listed on the Nasdaq Capital Market, under the symbols “HCACU,” “HCAC,” and “HCACW,” respectively. Hennessy Capital has applied to continue the listing of New Canoo Common Stock and HCAC Warrants on the Nasdaq Capital Market under the symbol “CNOO” and “CNOOW”, respectively, upon the Closing. The HCAC Units will automatically separate into the component securities upon consummation of the Business Combination and, as a result, will no longer trade as a separate security.

The mailing address of Hennessy Capital’s principal executive office is 3415 N. Pines Way, Suite 204, Wilson, Wyoming 83014 and its phone number is (307) 201-1903.

Canoo

Canoo is a mobility technology company with a mission to revolutionize the EV and future mobility market, leading a transformation in the way vehicles are designed, engineered and manufactured to capitalize on the true value proposition of an EV. Canoo has developed a breakthrough EV platform, or skateboard, purpose-built to be highly modular and to facilitate rapid development of multiple vehicle programs in both the commercial and consumer markets. Canoo’s unique skateboard architecture allows it to easily add different vehicle cabins, or top hats, on top of the skateboard, which significantly reduces the cost and development time for future vehicle models. The skateboard platform uniquely positions Canoo to efficiently allocate capital by allowing Canoo to quickly adjust volumes as well as add new product derivatives to meet current and evolving market demand and margin opportunities. Canoo’s skateboard will serve as the foundation for Canoo’s currently planned future vehicle offerings initially targeted at the last mile delivery markets and the urban consumer.

Canoo’s skateboard platform concept has been validated both internally and externally. Canoo successfully designed, developed and produced a Beta prototype of its first vehicle within 19months and with an investment of approximately $250million. Since then, Canoo has grown its Beta fleet to 32 properties and 13 drivable prototypes incorporating the Canoo skateboard, while completing over 50 physical crash tests. This experience and advanced progress have garnered the attention of prospective collaboration partners, including leading global automotive original equipment manufacturers, or OEMs. In February 2020, Hyundai Motor Group entered into an agreement with Canoo to co-develop a future EV platform based on Canoo’s modular and scalable skateboard technology, providing further validation of Canoo’s technical leadership and external confidence in its commercial prospects. Canoo has developed and continues to develop prototypes to explore demand in new markets and for new product opportunities.

​Canoo’s vehicle pipeline currently includes three vehicle programs, each built off of Canoo’s foundational skateboard platform:

•        Canoo currently intends to offer its first B2B offering in 2023, the first in a series of last mile Delivery Vehicles offering class-leading cargo volume of up to 13 cubic meters.

•        In mid 2022, Canoo will also launch its first consumer vehicle, the Lifestyle Vehicle, offering a targeted EPA estimated range of 250+ miles, a 300 horsepower electric motor, and a charging time of 20 to 80 percent in 28 minutes. Enabled by Canoo’s flat skateboard platform, the Lifestyle Vehicle challenges the traditional notions of automotive shape and functionality, comfortably seating 7 passengers on a compact footprint comparable to a Volkswagen Golf or a Tesla Model 3.

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•        Canoo is also developing a more sedan-like consumer offering, its Sport Vehicle, which is targeting an EPA estimated range of 300+ miles and a more familiar design aesthetic, expected to first become available as soon as 2024 or 2025.

In addition to this current planned vehicle lineup, Canoo has evaluated and continues to evaluate the consumer and commercial vehicle markets, including projected trends and developments, to identify new areas of demand and product opportunities. Canoo’s skateboard platform uniquely positions Canoo to efficiently allocate capital to meet current and evolving demand and margin opportunities by allowing Canoo to quickly adjust volumes and add new product derivatives.

Both Canoo’s Lifestyle Vehicle and its Sport Vehicle are initially intended to be made available to consumers via an innovative subscription business model. With a single monthly payment, customers will enjoy the benefits of an all-inclusive experience that, in addition to their own Canoo vehicle, also includes standard maintenance, warranty, registration and access to both insurance and vehicle charging. Canoo plans to utilize an asset-light, flexible manufacturing strategy by outsourcing its direct vehicle production operations to a world-class vehicle contract manufacturing partner for its initial vehicle programs. In doing so, Canoo will significantly reduce its up-front capital investment and eliminate the recurring fixed costs and overhead that would be required for Canoo to own and operate its own assembly facility.

The mailing address of Canoo’s principal executive office is 19951 Mariner Avenue, Torrance, California 90503, and its telephone number is (424) 271-2144.

For more information about Canoo, see the sections entitled “Information About Canoo” and “Canoo’s Management’s Discussion and Analysis of Financial Condition and Results of Operation.”

The Business Combination

The Merger Agreement

The following summary provides an overview of key aspects of the Merger Agreement. For more information about the Merger Agreement and the Business Combination and other transactions contemplated thereby, see the sections entitled “Proposal No. 1 — The Business Combination Proposal” and “The Merger Agreement.” A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

The aggregate merger consideration payable to equity holders of Canoo upon closing of the Business Combination (the “Closing”) consists of 175million newly issued shares of HCAC Class A Common Stock valued at $10.00 per share. In addition, Canoo equity holders have the right to receive up to an additional 15million shares of HCAC Class A Common Stock if certain share price thresholds are achieved within five years of the closing date of the Business Combination.

At the Effective Time, by virtue of the First Merger and without any action on the part of Hennessy Capital, First Merger Sub, Canoo or the holders of any of the following securities:

(a)     each Canoo Ordinary Share (including each Canoo Ordinary Share subject to forfeiture restrictions or other restrictions (each, a “Canoo Restricted Share”), and including Canoo Ordinary Shares resulting from the conversion of Canoo Preference Shares described above) that is issued and outstanding immediately prior to the Effective Time will be canceled and converted into (i) the right to receive the number of shares of HCAC Class A Common Stock equal to the Exchange Ratio (as defined below), and (ii) the contingent right to receive a number of shares of HCAC Class A Common Stock, as described further below (such shares, the “Earnout Shares”), (which consideration, collectively, shall hereinafter be referred to as the “Per Share Merger Consideration”); provided, however, that each share of HCAC Class A Common Stock issued in exchange for Canoo Restricted Shares will be subject to the terms and conditions giving rise to a substantial risk of forfeiture that applied to such Canoo Restricted Shares immediately prior to the Effective Time to the extent consistent with the terms of such Canoo Restricted Shares;

(b)    each Canoo Ordinary Share (including Canoo Restricted Shares, as applicable) and Canoo Preference Share (collectively, the “Canoo Shares”) held in the treasury of Canoo will be cancelled without any conversion thereof and no payment or distribution will be made with respect thereto;

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(c)     each ordinary share of First Merger Sub, par value $1.00 per share, issued and outstanding immediately prior to the Effective Time will be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.0001 per share, of the Surviving Corporation;

(d)    each option to purchase Canoo Ordinary Shares, whether or not vested, that is outstanding immediately prior to the Effective Time (each, a “Canoo Option”) will be assumed by Hennessy Capital and converted into (i) an option to purchase shares of HCAC Class A Common Stock (each, a “Converted Option”), and (ii) the contingent right to receive a number of Earnout Shares following the Closing. Each Converted Option will have and be subject to the same terms and conditions (including vesting and exercisability terms) as were applicable to such Canoo Option immediately before the Effective Time, except that (A) each Converted Option will be exercisable for that number of shares of HCAC Class A Common Stock equal to the product (rounded down to the nearest whole number) of (1) the number of Canoo Ordinary Shares subject to Canoo Option immediately before the Effective Time and (2) the Exchange Ratio; and (B) the per share exercise price for each share of HCAC Class A Common Stock issuable upon exercise of the Converted Option will be equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (1) the exercise price per Canoo Ordinary Share of such Canoo Option immediately before the Effective Time by (2) the Exchange Ratio; and

(e)     each award of restricted stock units to acquire Canoo Ordinary Shares (collectively “Canoo RSUs”) that is outstanding immediately prior to the Effective Time will be assumed by Hennessy Capital and converted into (i) an award of restricted share units to acquire shares of HCAC Class A Common Stock (each, a “Converted RSU Award”), and (ii) the contingent right to receive a number of Earnout Shares following the Closing. Each Converted RSU Award will have and be subject to the same terms and conditions (including vesting and exercisability terms) as were applicable to such award of Canoo RSUs immediately before the Effective Time, except that each Converted RSU Award will represent the right to acquire that number of shares of HCAC Class A Common Stock equal to the product (rounded down to the nearest whole number) of (A) the number of Canoo Ordinary Shares subject to Canoo RSU award immediately before the Effective Time and (B) the Exchange Ratio.

(f)     “Exchange Ratio” means the quotient obtained by dividing (A) 175,000,000 by (B) the total number of Canoo Ordinary Shares outstanding immediately prior to the Effective Time, expressed on a fully diluted and as-converted to Canoo Ordinary Shares basis, and including, without limitation or duplication, (A) the number of Canoo Ordinary Shares subject to unexpired, issued and outstanding Canoo Options, (B) Canoo Restricted Shares, (C) the number of Canoo Ordinary Shares issuable upon exercising the Canoo ordinary share purchase warrant, (D) the number of Canoo Ordinary Shares issuable upon the conversion of Canoo Preference Shares as described above and (E) the number of Canoo Ordinary Shares subject to unexpired, issued and outstanding Canoo RSUs.

Earnout Shares

Up to 15million Earnout Shares will be payable to the holders of (i) Canoo Ordinary Shares, including each Canoo Restricted Share and the Canoo Ordinary Shares resulting from the conversion of Canoo Preference Shares described above, (ii) restricted stock units to acquire Canoo Ordinary Shares, (iii) options to purchase Canoo Ordinary Shares, and (iv) the Canoo ordinary share purchase warrant, in each case in the amounts and upon the satisfaction of the applicable share price thresholds set forth below:

(a)     Upon the occurrence of the $18 Share Price Milestone (as defined below), a number of shares of HCAC Class A Common Stock equal to (i) the percentage allocation of the closing number of HCAC Class A Common Stock issued to such holder multiplied by (ii) 5,000,000;

(b)    Upon the occurrence of the $25 Share Price Milestone (as defined below), a number of shares of HCAC Class A Common Stock equal to (i) the percentage allocation of the closing number of HCAC Class A Common Stock issued to such holder multiplied by (ii) 5,000,000; and

(c)     Upon the occurrence of the $30 Share Price Milestone (as defined below), a number of shares of HCAC Class A Common Stock equal to (i) the percentage allocation of the closing number of HCAC Class A Common Stock issued to such holder multiplied by (ii) 5,000,000.

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The Earnout Shares may also be payable upon certain change of control or liquidation events.

Representations, Warranties and Covenants

The Merger Agreement contains customary representations, warranties and covenants by Canoo, Hennessy Capital, First Merger Sub and Second Merger Sub. The Merger Agreement includes a mutual exclusivity provision between (a) Canoo and (b) Hennessy Capital, First Merger Sub and Second Merger Sub.

Conditions to the Closing

The consummation of the Business Combination contemplated by the Merger Agreement is subject to certain conditions, among others: (i) approval by Hennessy Capital’s stockholders and by Canoo’s shareholders, (ii) Hennessy Capital having at least $5,000,001 of net tangible assets as of the effective time of the consummation of the Business Combination, (iii) the expiration or termination of the waiting period under the HSR Act (we received notice of early termination of the waiting period under the HSR Act on September9, 2020), (iv) the listing of the shares of HCAC Class A Common Stock to be issued in connection with the closing of the transactions contemplated by the Merger Agreement on the Nasdaq and the effectiveness of the registration statement of which this proxy statement/prospectus forms a part, (v) the satisfaction of a minimum cash condition of $200million for Hennessy Capital and (vi) the effectiveness or execution, as applicable, of the agreements relating to the Business Combination contemplated by the Merger Agreement.

Termination Rights

The Merger Agreement may be terminated under certain customary and limited circumstances prior to the consummation of the Business Combination, including (i) by mutual written consent of the parties, (ii) by either Hennessy Capital or Canoo if (a) the consummation of the Business Combination has not occurred on or prior to April30, 2021 (the “Outside Date”), (b) a final and nonappealable order has been issued or governmental action permanently restrains, enjoins or otherwise prohibits the Business Combination or (c) Hennessy Capital’s stockholder approval is not obtained, (iii) by Canoo upon a breach by Hennessy Capital, the First Merger Sub or the Second Merger Sub if such breach gives rise to a failure of a closing condition and cannot or has not been cured within the earlier of 30 days’ notice by Canoo or the Outside Date and (iv) by Hennessy Capital (a) upon a breach by Canoo if such breach gives rise to a failure of a closing condition and cannot or has not been cured within the earlier of 30 days’ notice by Hennessy Capital or the Outside Date, or (b) Canoo fails to deliver the Canoo Shareholder Approval within 10 days after the registration statement of which this proxy statement/prospectus forms a part becomes effective.

Ownership of New Canoo After the Closing

It is anticipated that, upon the completion of the Business Combination, the ownership of New Canoo will be as follows:

•        current Canoo equity holders will own 175,000,000shares of New Canoo Common Stock (excluding any PIPE Shares), representing approximately 71.5% of the total shares outstanding;

•        the PIPE Investors will own 32,325,000shares of New Canoo Common Stock, representing approximately 13.2% of the total shares outstanding; and

•        the current Hennessy Capital stockholders will own 37,307,189shares of New Canoo Common Stock (excluding any PIPE Shares), representing approximately 15.3% of the total shares outstanding.

The numbers of shares and percentage interests set forth above are based on a number of assumptions, including that (i) none of the Public Stockholders exercise their redemption rights, (ii) there are no other equity issuances by New Canoo, (iii) the vesting of all shares of New Canoo Common Stock received in respect of the Canoo Restricted Shares, (iv) the vesting and exercise of all Converted Options for shares of New Canoo Common Stock and (v) the vesting of all Converted RSU Awards and the issuance of shares of New Canoo Common Stock in respect thereof. If the actual facts differ from our assumptions, the numbers of shares and percentage interests set forth above will be different. In addition, the numbers of shares and percentage interests set forth above do not take into account (i) potential future exercises of HCAC Warrants and (ii) the Earnout Shares.

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For more information, see the section entitled “The Business Combination — Ownership of New Canoo After the Closing.”

Other Agreements Related to the Merger Agreement

Shareholder Support Agreements

Shortly following the execution of the Merger Agreement, the shareholders of Canoo holding at least two thirds (2/3) of the Canoo Shares as of the date of the Merger Agreement executed and delivered to Hennessy Capital support agreements, pursuant to which, among other things, such persons have agreed (a) to support the adoption of the Merger Agreement and the approval of the Business Combination contemplated by the Merger Agreement, subject to certain customary conditions, and (b) not to transfer any of their subject shares (or enter into any arrangement with respect thereto), subject to certain customary conditions. As of October27, 2020, the Canoo shareholders who had previously entered into Shareholder Support Agreements collectively held approximately 74.3% of the outstanding shares of Canoo Capital Stock.

For more information about the Shareholder Support Agreements, see the section entitled “Certain Agreements Related to the Business Combination — Shareholder Support Agreements.”

Voting and Support Agreement

Shortly following the execution of the Merger Agreement, the Sponsor and certain stockholders of Hennessy Capital, in each case, that hold shares of HCAC Class B Common Stock, executed a voting and support agreement with Canoo (the “Voting and Support Agreement”), a copy of which is attached to this proxy statement/prospectus as Annex G, pursuant to which, among other things, such persons have agreed (a) to support the adoption of the Merger Agreement and the approval of the Business Combination contemplated by the Merger Agreement, as well as the proposals contained in this proxy statement/prospectus, subject to certain customary conditions, and (b) not to transfer any of their subject shares (or enter into any arrangement with respect thereto), subject to certain customary conditions.

PIPE Subscription Agreements

In connection with the execution of the Merger Agreement, Hennessy Capital entered into separate subscription agreements, effective as of August17, 2020 (each, a “Subscription Agreement”) with a number of investors (each a “PIPE Investor”), pursuant to which the PIPE Investors agreed to purchase, and Hennessy Capital agreed to sell to the PIPE Investors, an aggregate of 32,325,000shares of HCAC Class A Common Stock (the “PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $323.3million, in the PIPE Financing. The PIPE Investors include an entity controlled by Daniel J. Hennessy, Hennessy Capital’s CEO and Chairman of the Board, and a certain fund under common control with the Anchor Investor.

The Subscription Agreements are all substantially similar to the Form of Subscription Agreement attached to this proxy statement/prospectus as Annex H. The closing of the sale of the PIPE Shares (the “PIPE Closing”) pursuant to the Subscription Agreements is expected to occur immediately prior to the Closing and is contingent upon, among other customary closing conditions, the satisfaction or waiver of all conditions precedent to the Closing.

Pursuant to the Subscription Agreements, Hennessy Capital agreed that, within 15 business days after the Closing, New Canoo will file with the SEC a registration statement registering the resale of the PIPE Shares and use its reasonable best efforts to have it declared effective by the SEC as soon as reasonably practicable after the filing thereof. For up to two years, New Canoo must use reasonable efforts to keep such shelf registration statement effective and file all reports, and provide all customary and reasonable cooperation, necessary to enable the PIPE Investors to resell the PIPE Shares pursuant to such shelf registration statement or Rule 144.

Additionally, upon the occurrence of certain specified events of default, including the failure to file or maintain the effectiveness of the resale registration statement for the PIPE Shares, New Canoo has agreed to pay to each Subscriber, on each date of such event of default and monthly until such event of default is cured, an amount equal to 0.5% of the aggregate purchase price paid by such Subscriber pursuant to a Subscription Agreement, subject to a cap of 5.0% of the aggregate purchase price paid by such Subscriber pursuant to a Subscription Agreement.

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For more information about the Subscription Agreements, see the section entitled “Certain Agreements Related to the Business Combination — PIPE Subscription Agreements.”

Sponsor Warrant Exchange and Share Cancellation Agreement

In connection with the execution of the Merger Agreement, on August17, 2020, Hennessy Capital entered into a Warrant Exchange and Share Cancellation Agreement with the Sponsor (the “Sponsor Warrant Exchange and Share Cancellation Agreement”), which provides that concurrent with, and contingent upon, the consummation of the First Merger, (i) the Sponsor will exchange (the “Sponsor Warrant Exchange”) 11,739,394 outstanding Private Placement Warrants for 2,347,879 newly issued shares of HCAC Class B Common Stock (the “New Sponsor Shares”), (ii) the Sponsor will forfeit 2,347,879shares of HCAC Class B Common Stock to Hennessy Capital for no consideration, and (iii) if at the Closing the sum of (A)(1) the amount of cash available in the Trust Account, less (2) all amounts to be paid by Hennessy Capital pursuant to the exercise of Redemption Rights, plus (B) the amount of gross proceeds received by Hennessy Capital from the PIPE Financing (without, for the avoidance of doubt, taking into account any transaction fees, costs and expenses paid or required to be paid in connection with the Business Combination and the PIPE Financing) is less than $350million, then 500,000shares of HCAC Class B Common Stock held by the Sponsor (which shares will automatically convert into shares of HCAC Class A Common Stock at the Effective Time) (the “Vesting Shares”) will become unvested and subject to certain vesting conditions. The Vesting Shares will vest upon the occurrence of the $18 Share Price Milestone, subject to equitable adjustment by the HCAC Board, on or before the second anniversary of the Closing.

For more information about the Registration Rights Agreement, see the section entitled “Certain Agreements Related to the Business Combination — Sponsor Warrant Exchange and Share Cancellation Agreement.”

Amended and Restated Registration Rights Agreement

In connection with the Closing, that certain Registration Rights Agreement, dated February28, 2019, will be amended and restated, and New Canoo, the Founders, the Anchor Investor (the Founders and Anchor Investor together, the “Existing Holders”), and certain persons and entities receiving HCAC Class A Common Stock pursuant to the Mergers (the “New Holders” and, collectively with the Existing Holders, the “Holders”) will enter into the Amended and Restated Registration Rights Agreement, the form of which is attached to this proxy statement/prospectus as Annex J (the “A&R Registration Rights Agreement”), at the Closing, pursuant to which the Holders of Registrable Securities (as defined in the A&R Registration Rights Agreement), subject to certain conditions, will be entitled to registration rights. Pursuant to the A&R Registration Rights Agreement, New Canoo will agree that, within 15 business days after the Closing, New Canoo will file with the SEC (at its sole cost and expense) a registration statement registering the resale of the Registrable Securities (the “Resale Registration Statement”), and New Canoo will use its reasonable best efforts to have the Resale Registration Statement declared effective by the SEC as soon as reasonably practicable after the filing thereof. Holders will be granted demand underwritten offering registration rights and piggyback registration rights, subject to certain requirements and customary conditions.

The A&R Registration Rights Agreement further provides that the Existing Holders will be subject to transfer restrictions on certain of their securities for up to one year after the Closing, subject to certain exceptions. The A&R Registration Rights Agreement does not provide for the payment of any cash penalties by New Canoo if it fails to satisfy any of its obligations under the A&R Registration Rights Agreement.

For more information about the A&R Registration Rights Agreement, see the section entitled “Certain Agreements Related to the Business Combination — Amended and Restated Registration Rights Agreement.”

Lock-Up Agreements

In connection with the Closing, certain existing Canoo shareholders, including all Canoo officers, directors, holders of 3% or more of the outstanding Canoo Shares prior to the Closing and their respective affiliates, which group in the aggregate holds 116,208,232shares, or 85.2% of the outstanding Canoo Shares prior to the Closing, will agree, subject to certain customary exceptions, not to (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the SEC promulgated thereunder, any shares of New Canoo Common Stock held by them immediately after the Closing, any shares of New Canoo Common Stock issuable

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upon the exercise of options to purchase shares of New Canoo Common Stock held by them immediately after the Closing, or any securities convertible into or exercisable or exchangeable for New Canoo Common Stock held by them immediately after the Closing, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of such shares of New Canoo Common Stock or securities convertible into or exercisable or exchangeable for New Canoo Common Stock, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) until 180 days after the Closing.

Board of New Canoo following the Business Combination

Upon the Closing, we anticipate that the New Canoo Board will consist of seven members, reclassified into three separate classes, with each class serving a three-year term; except with respect to the election of directors at the special meeting pursuant to Proposal No. 6 — The Election of Directors Proposal, the Class I directors will be elected to an initial one-year term (and three-year terms subsequently), the Class II directors will be elected to an initial two-year term (and three-year terms subsequently) and the Class III directors will be elected to an initial three-year term (and three-year terms subsequently). All of our existing directors of Hennessy Capital, except for Greg Ethridge, our President, Chief Operating Officer and director, have informed us that they will resign from our board of directors upon Closing.

Our board of directors has nominated the following individuals for election at our special meeting pursuant to Proposal No. 6 — The Election of Directors Proposal:

•        Class I Directors:           and           ;

•        Class II Directors:           and           ; and

•        Class III Directors:           ,           and           .

For additional details, see the sections of this proxy statement/prospectus entitled “Proposal No. 6 — The Election of Directors Proposal” and “Management After the Business Combination.”

Accounting Treatment of the Business Combination

The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Hennessy Capital will be treated as the acquired company and Canoo will be treated as the acquirer for financial statement reporting purposes.

For more information, see the section entitled “The Business Combination — Accounting Treatment of the Business Combination.”

Appraisal or Dissenter’s Rights

No appraisal or dissenter’s rights are available to holders of shares of HCAC Common Stock or HCAC Warrants in connection with the Business Combination.

Hennessy Capital Proposals for Stockholder Approval

At the special meeting, the Hennessy Capital’s stockholders will be asked to separately approve the following proposals:

•        The Business Combination Proposal — a proposal to approve the adoption of the Merger Agreement and the Business Combination.

•        The Charter Proposals — four proposals to amend Hennessy Capital’s Existing Charter:

•        Proposal No. 2  — to increase the authorized shares of our common stock to 500,000,000shares and authorized shares of preferred stock to 10,000,000;

•        Proposal No. 3  — to require an affirmative vote of 66 2/3% of the outstanding shares of Company common stock to alter, amend, or repeal the proposed bylaws of Hennessy Capital;

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•        Proposal No. 4  — to require an affirmative vote of 66 2/3% of the outstanding shares of Company common stock to alter, amend, or repeal Articles V, VI, VII and VIII of the Proposed Charter; and

•        Proposal No. 5  — to approve and adopt the Proposed Charter that includes the approval of Proposal 2; Proposal 3 and Proposal 4 and provides for certain additional changes, including changing Hennessy Capital’s name from “Hennessy Capital Acquisition Corp. IV” to “Canoo Inc.,” which our board of directors believes are necessary to adequately address the needs of New Canoo following the Closing.

•        The Election of Directors Proposal — a proposal to elect the directors comprising the board of directors of New Canoo.

•        The Stock Incentive Plan Proposal — a proposal to approve and adopt the equity incentive award plan established to be effective after the Closing.

•        The Employee Stock Purchase Plan Proposal — a proposal to approve and adopt the employee stock purchase plan established to be effective after the Closing.

•        The Nasdaq Proposal — a proposal to approve, for purposes of complying with the applicable listing rules of the Nasdaq Stock Market, the issuance of shares of HCAC Class A Common Stock to the Canoo equity holders in the Mergers pursuant to the Merger Agreement and to the investors in the private offering of securities to certain investors in connection with the Business Combination.

•        The Adjournment Proposal — a proposal to approve a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote.

For more information about these proposals, see the sections of this proxy statement/prospectus entitled “Proposal No. 1 — The Business Combination Proposal,” “Proposals Nos. 2-5 — The Charter Proposals,” “Proposal No. 6 — The Election of Directors Proposal,” “Proposal No. 7 — The Stock Incentive Plan Proposal,” “Proposal No. 8 — The Employee Stock Purchase Plan Proposal,” “Proposal No. 9 — The Nasdaq Proposal” and “Proposal No. 10 — The Adjournment Proposal.”

Date, Time and Place of Special Meeting

The special meeting will be held on           , 2020, at 10:00 a.m., Eastern time, conducted via live webcast at the following address: https://www.cstproxy.com/hennessycapiv/sm2020. You will need the 12-digit meeting control number that is printed on your proxy card to enter the special meeting. Hennessy Capital recommends that you log in at least 15 minutes before the special meeting to ensure you are logged in when the special meeting starts. Please note that you will not be able to attend the special meeting in person.

Record Date and Voting

Hennessy Capital’s stockholders will be entitled to vote or direct votes to be cast at the special meeting of stockholders if they owned shares of HCAC Class A Common Stock or HCAC Class B Common Stock at the close of business on October27, 2020, which is the record date for the special meeting of stockholders. Hennessy Capital’s stockholders are entitled to one vote for each share of HCAC Class A Common Stock or HCAC Class B Common Stock that they owned as of the close of business on the record date. If Hennessy Capital’s stockholders’ shares are held in “street name” or are in a margin or similar account, such stockholder should contact their broker, bank or other nominee to ensure that votes related to the shares beneficially own by such stockholder are properly counted. On the record date, there were 29,803,439shares of HCAC Class A Common Stock outstanding and 7,503,750shares of HCAC Class B Common Stock outstanding, of which 6,631,820shares of HCAC Class B Common Stock are held by the Founders.

The Founders have agreed to vote all of their shares of HCAC Class B Common Stock and any Public Shares acquired by them in favor of the Business Combination Proposal. Hennessy Capital’s issued and outstanding HCAC Warrants do not have voting rights at the special meeting of stockholders.

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Quorum and Vote Required for the Hennessy Capital Proposals

A quorum will be present at the special meeting if a majority of the HCAC Common Stock outstanding and entitled to vote at the special meeting is represented in person or by proxy.

The approval of the Charter Proposals requires the affirmative vote (in person or by proxy) of the holders of a majority of all then outstanding shares of HCAC Common Stock entitled to vote thereon at the special meeting.

The approval of the Business Combination Proposal, Stock Incentive Plan Proposal, Employee Stock Purchase Plan Proposal, Nasdaq Proposal and Adjournment Proposal require the affirmative vote (in person or by proxy) of the holders of a majority of the shares of HCAC Common Stock that are voted at the special meeting of stockholders.

The approval of the election of each director nominee pursuant to the Election of Directors Proposal requires the affirmative vote of the holders of a plurality of the outstanding shares of HCAC Common Stock entitled to vote and actually cast thereon at the special meeting.

For more information about these proposals, see the sections of this proxy statement/prospectus entitled “Quorum and Vote Required for the Hennessy Capital Proposals.”

Recommendation to Hennessy Capital Stockholders

Our board of directors believes that each of the Business Combination Proposal, the Charter Proposals, the Election of Directors Proposal, the Stock Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Nasdaq Proposal and the Adjournment Proposal to be presented at the special meeting is in the best interests of Hennessy Capital and our stockholders and unanimously recommends that its stockholders vote “FOR” each of these proposals and “FOR” each of the director nominees.

Hennessy Capital Board of Directors’ Reasons for the Approval of the Business Combination

After careful consideration, the Hennessy Capital board of directors recommends that its stockholders vote “FOR” the approval of the Business Combination Proposal. The factors considered by the Hennessy Capital board of directors include, but were not limited to, the following:

•        Favorable Opportunities for Revenue and Earnings Growth Due to Secular Growth Trends in the EV Industry and Canoo’s Unique Multi-Pronged Go-to-Market Strategy.    EV sales are projected to experience significant growth increasing by a projected 30x between 2020 and 2040. Canoo has established a multi-faceted go-to-market strategy targeting both business-to-consumer (“B2C”) and business-to-business (“B2B”) opportunities enabled by its versatile skateboard platform, substantially expanding its total addressable markets and providing the upside of multiple growth opportunities while diversifying its business and limiting risk exposure to any single source of revenue.

•        Compelling Financial Model with Long-Term Attractive Margin and Cash Flow Generation Potential.    Canoo’s subscription-based consumer model can elongate the revenue generation horizon of a single vehicle over 12 years, resulting in a compelling return on equity, recurring and consistent cash flow and an estimated margin of approximately four times that of a one-time sale. As a result, Canoo’s projected operating profit margin of ~20% compares favorably to the traditional automotive OEM business model with margins closer to 5% or 10% historically.

•        Established Track Record and Potential for Near-Term Commercial Success.    The Canoo management team has rapidly delivered exceptional and tangible development progress and has achieved major commercial milestones since commencing operations in 2018. After performing meaningful reviews of approximately 15 different companies in the EV and advanced mobility sector, Hennessy Capital’s management team views Canoo as the best-positioned for near-term commercial success in light of its tangible accomplishments and proprietary technologies.

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•        Capital Light, Flexible and Cost Effective Manufacturing Strategy.    Canoo plans to utilize an asset-light, low-cost, flexible manufacturing strategy by outsourcing its vehicle production operations to a world-class vehicle contract manufacturing partner, enabling Canoo to avoid funding certain significant capital investments and to minimize the fixed costs and overhead that would be required for Canoo to own and operate its own manufacturing facility.

•        Fully Funded Through Start of Production.    The Business Combination is expected to fully fund the equity financing requirements for Canoo’s Lifestyle Vehicle through the start of production, which minimizes future equity financing risks.

•        Strong Competitive Position from Canoo’s Proprietary Technology and Design.    Canoo’s proprietary electric skateboard, featuring several differentiated technologies developed in-house, serves as the core foundation across all of Canoo’s vehicles and uniquely positions Canoo to achieve its multi-faceted go-to-market strategy targeting both B2C and B2B opportunities and provides Canoo significant competitive advantages.

•        Strong, Experienced Management Team.    Canoo’s senior management is highly experienced with a successful and proven track record in designing, engineering and launching vehicle and technology products at scale. For additional information regarding Canoo’s executive officers, see the section entitled “Management After the Business Combination — Executive Officers.”

•        Strong Investor Interest.    Existing Canoo shareholders remain fully invested in the commercial success of New Canoo, as demonstrated by their receipt of all-stock merger consideration in the Mergers, over $450million of investment in Canoo prior to the execution of the Merger Agreement and meaningful participation in the PIPE Financing by existing Canoo shareholders. The oversubscription, and subsequent upsizing, of the PIPE Financing, confirmed strong, broad investor interest in the PIPE Financing opportunity.

•        Attractive Market Valuation.    The HCAC Board looked at valuation based on a discounted future enterprise value methodology, which results in a favorable comparison to Canoo’s $1.8billion enterprise value implied by the transaction, even when applying a conservative discount rate assumption.

For a description of our board of directors reasons for the approval of the Business Combination, see the section of this proxy statement/prospectus entitled “The Business Combination — Hennessy Capital’s Board of Directors’ Reasons for the Approval of the Business Combination.”

Interests of Hennessy Capital Directors and Officers in the Business Combination

When considering our board of director’s recommendation that Hennessy Capital’s stockholders vote in favor of the approval of the Business Combination Proposal and the other proposals presented for stockholder approval in this proxy statement/prospectus, Hennessy Capital’s stockholders should be aware that certain of Hennessy Capital’s Sponsor, executive officers and directors have interests in the Business Combination that may be different from, or in addition to, the interests of Hennessy Capital’s stockholders. These interests include:

•        the beneficial ownership of the Sponsor and certain of Hennessy Capital’s board of directors and officers of an aggregate of 6,631,820shares of HCAC Class B Common Stock, which were acquired for an aggregate purchase price of $25,000 prior to the IPO, and 11,739,394 Private Placement Warrants, which were acquired for an aggregate purchase price of $11,739,394 simultaneously with the consummation of the IPO, which shares and warrants would become worthless if Hennessy Capital does not complete a business combination within the applicable time period, as the Founders have waived any redemption right with respect to these shares. Such shares and warrants have an aggregate market value of approximately $68.4million and $16.7million, respectively, based on the closing price of HCAC Class A Common Stock of $10.31 and Public Warrants of $1.42 on Nasdaq on October27, 2020, the record date for the special meeting of stockholders. Each of our officers and directors is a member of the Sponsor. Hennessy Capital LLC is the managing member of the Sponsor and has voting and investment discretion with respect to the common stock held by the Sponsor. Daniel J. Hennessy is the manager of Hennessy Capital LLC;

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•        as compensation for his services rendered to Hennessy Capital prior to the Business Combination, Mr.Ethridge, Hennessy Capital’s President and Chief Operating Officer, will receive a $500,000 cash payment upon the successful completion of its initial business combination;

•        the anticipated continuation of Greg Ethridge, Hennessy Capital’s President, Chief Operating Officer and director, as a director of New Canoo;

•        Hennessy Capital SPV II LLC, an entity controlled by Daniel J. Hennessy, has entered into a Subscription Agreement as part of the PIPE Financing for the purchase of 500,000 PIPE Shares for an aggregate purchase price of $5.0million;

•        the continued indemnification of current directors and officers of Hennessy Capital and the continuation of directors’ and officers’ liability insurance after the Business Combination;

•        the fact that our Sponsor, officers and directors will be reimbursed for out-of-pocket expenses incurred in connection with activities on our behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations; and

•        the fact that our Sponsor, officers and directors will lose their entire investment in us if an initial business combination is not completed.

These interests may influence Hennessy Capital’s directors in making their recommendation that you vote in favor of the Business Combination Proposal and the transactions contemplated thereby. These interests were considered by the HCAC Board when it approved the Business Combination.

Redemption Rights

Pursuant to our Existing Charter, holders of Public Shares may elect to have their Public Shares redeemed for cash at the applicable redemption price per share calculated in accordance with our Existing Charter. For illustrative purposes, based on funds in the Trust Account of approximately $306.6million on October27, 2020, the estimated per share redemption price would have been approximately $10.29. If a Public Stockholder exercises its redemption rights, then such Public Stockholder will be exchanging its shares of our HCAC Class A Common Stock for cash and will no longer own shares of Hennessy Capital. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to our transfer agent in accordance with the procedures described herein. Each redemption of Public Shares by our Public Stockholders will decrease the amount in our Trust Account, which holds approximately $306.6million on October27, 2020 (net of taxes payable). See the section entitled “Special Meeting in Lieu of 2020 Annual Meeting of Hennessy Capital Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

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Summary Risk Factors

In evaluating the proposals set forth in this proxy statement, you should carefully read this proxy statement, including the annexes, and especially consider the risks discussed in the section entitled “Risk Factors.” The following is a list of some of these risks:

Risks Related to Canoo’s Business and Industry

•        Canoo is an early stage company with a history of losses, and expects to incur significant expenses and continuing losses for the foreseeable future.

•        Canoo may be unable to adequately control the costs associated with its operations.

•        Canoo has yet to achieve positive operating cash flow and, given its projected funding needs, its ability to generate positive cash flow is uncertain.

•        Canoo’s financial results may vary significantly from period to period due to fluctuations in its operating costs and other factors.

•        Canoo’s operating and financial results forecast relies in large part upon assumptions and analyses developed by Canoo. If these assumptions or analyses prove to be incorrect, Canoo’s actual operating results may be materially different from its forecasted results.

•        Canoo’s business plans require a significant amount of capital. In addition, its future capital needs may require Canoo to sell additional equity or debt securities that may dilute its stockholders or introduce covenants that may restrict its operations or its ability to pay dividends.

•        Canoo’s limited operating history makes evaluating its business and future prospects difficult and may increase the risk of your investment.

•        Canoo identified material weaknesses in its internal control over financial reporting. If Canoo is unable to remediate these material weaknesses, or if it identifies additional material weaknesses in the future or otherwise fails to maintain an effective system of internal controls, it may not be able to accurately or timely report its financial condition or results of operations, which may adversely affect Canoo’s business and stock price.

•        For the year ended December31, 2019, Canoo’s independent registered public accounting firm has included an explanatory paragraph relating to Canoo’s ability to continue as a going concern in its report on Canoo’s audited financial statements included in this proxy statement/prospectus.

•        Canoo’s ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving.

•        Canoo has no experience to date in high volume manufacture of its EVs.

•        Canoo will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models.

•        Canoo may experience significant delays in the design, production and launch of its EVs, which could harm its business, prospects, financial condition and operating results.

•        Increases in costs, disruption of supply or shortage of materials, in particular for lithium-ion battery cells, could harm Canoo’s business.

•        Canoo’s consumer subscription model is different from the predominant current distribution model for automobile manufacturers, which makes evaluating its business, operating results and future prospects difficult. In addition, a subscription model has never been tested with a consumer vehicle directly from an OEM and is a novel approach to car offerings. This model may never achieve the level of market acceptance necessary to achieve profitability.

•        The automotive market is highly competitive, and Canoo may not be successful in competing in this industry.

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Risks Related to Hennessy Capital and the Business Combination

•        Following the consummation of the Business Combination, Hennessy Capital’s only significant asset will be ownership of 100% of the Surviving Entity’s membership interests, and Hennessy Capital does not currently intend to pay dividends on its common stock and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of Hennessy Capital’s common stock.

•        There can be no assurance that New Canoo Common Stock will be approved for listing on Nasdaq or that New Canoo will be able to comply with the continued listing standards of Nasdaq.

•        Subsequent to the consummation of the Business Combination, New Canoo may be required to take write-downs or write-offs, or New Canoo may be subject to restructuring, impairment or other charges that could have a significant negative effect on New Canoo’s financial condition, results of operations and the price of HCAC Class A Common Stock, which could cause you to lose some or all of your investment.

•        If the Business Combination’s benefits do not meet the expectations of investors or securities analysts, the market price of Hennessy Capital’s securities or, following the Closing, New Canoo’s securities, may decline. A market for Hennessy Capital’s securities may not continue, which would adversely affect the liquidity and price of its securities.

•        Following the consummation of the Business Combination, New Canoo will incur significant increased expenses and administrative burdens as a public company, which could have an adverse effect on its business, financial condition and results of operations.

•        New Canoo’s failure to timely and effectively implement controls and procedures required by Section 404(a) of the Sarbanes-Oxley Act that will be applicable to it after the Business Combination is consummated could have a material adverse effect on its business.

•        The unaudited pro forma financial information included herein may not be indicative of what New Canoo’s actual financial position or results of operations would have been.

•        Hennessy Capital’s Sponsor, officers, and directors have agreed to vote in favor of the Business Combination, regardless of how the Public Stockholders vote.

•        Hennessy Capital may not be able to consummate an initial business combination within the required time period, in which case it would cease all operations except for the purpose of winding up and it would redeem the Public Shares and liquidate, in which case the Public Stockholders may only receive $10.10 per share, or less than such amount in certain circumstances, and the Public Warrants will expire worthless.

•        Hennessy Capital’s Sponsor, directors, officers, advisors and their affiliates may elect to purchase shares or warrants from Public Stockholders, which may influence the vote on the Business Combination and reduce the public “float” of HCAC Class A Common Stock.

•        If a stockholder fails to receive notice of Hennessy Capital’s offer to redeem the Public Shares in connection with the Business Combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

•        Warrants will become exercisable for Hennessy Capital’s common stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to Hennessy Capital’s stockholders.

•        Hennessy Capital’s Public Stockholders will experience immediate dilution due to the issuance of shares of HCAC Class Common Stock to Canoo equity holders in the Business Combination and may experience additional dilution as a consequence of certain transactions, including the issuance of shares of HCAC common stock in the PIPE Financing. Having a minority share position may reduce the influence that Hennessy Capital’s current stockholders have on the management of Canoo.

•        Neither Hennessy Capital nor its stockholders will have the protection of any indemnification, escrow, price adjustment or other provisions that allow for a post-closing adjustment to be made to the total merger consideration in the event that any of the representations and warranties made by Canoo in the Merger Agreement ultimately proves to be inaccurate or incorrect.

•        Hennessy Capital’s Sponsor, officers and directors have potential conflicts of interest in recommending that stockholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in this proxy statement/prospectus.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF CANOO

The following tables set forth selected historical consolidated financial information of Canoo for the periods presented. The consolidated statement of operations information for the years ended December31, 2019 and 2018 and the other financial information as of December31, 2019 have been derived from Canoo’s audited consolidated financial statements included elsewhere in this proxy statement/prospectus. The condensed consolidated statements of operations information for the nine months ended September30, 2020 and 2019 and the other financial information as of September30, 2020 have been derived from Canoo’s unaudited condensed consolidated financial statements and related notes included elsewhere in this proxy statement/prospectus. The unaudited condensed consolidated financial statements of Canoo have been prepared on the same basis as the audited consolidated financial statements of Canoo. In the opinion of Canoo’s management, the unaudited condensed consolidated interim financial information reflects all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the financial information in those statements.

The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should read carefully the following selected information in conjunction with “Canoo’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Canoo’s historical consolidated financial statements and the related notes related thereto, included elsewhere in this proxy statement/prospectus.

	Nine Months Ended September 30,						Year Ended December 31,
	2020			2019			2019			2018
(in thousands, except per share data)	(unaudited)
Statements of Operations Data:
Revenues	$	2,550		$	—		$	—		$	—
Operating expenses
Cost of revenue, excluding depreciation and amortization		670			—			—			—
Sales and marketing		2,888			6,529			8,103			3,835
Research and development		52,858			108,817			137,378			47,585
General and administrative		13,009			17,898			23,450			23,599
Depreciation and amortization		5,179			3,094			4,729			1,088
Total operating expenses		74,604			136,338			173,660			76,107
Loss from operations		(72,054	)		(136,338	)		(173,660	)		(76,107	)
Other expense
Interest expense		10,465			3,351			9,522			268
Gain on extinguishment of debt		(5,045	)		—			—			—
Other expense, net		47			5			(822	)		(167	)
Net loss	$	(77,521	)	$	(139,694	)	$	(182,360	)	$	(76,208	)
Cumulative redeemable convertible preference share dividends		16,245			9,863			13,896			285
Deemed dividend related to the exchange of redeemable convertible preference shares		90,495			—			—			—
Net loss attributable to ordinary shareholders	$	(184,261	)	$	(149,557	)	$	(196,256	)	$	(76,493	)
Per Share Data:
Net loss per share, basic and diluted	$	(23.04	)	$	(36.51	)	$	(42.46	)	$	(2.54	)
Weighted-average shares outstanding, basic and diluted		7,998			4,096			4,622			30,082

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	As of September 30, 2020			As of December 31, 2019
(in thousands)	(unaudited)
Balance Sheet Data:
Cash and cash equivalents	$	148,836		$	29,007
Working capital(1)	$	139,185		$	20,867
Total assets	$	197,617		$	72,080
Total liabilities	$	35,431		$	127,948
Total shareholders’ deficit	$	(378,064	)	$	(255,868	)

____________

(1)      Canoo defines working capital as total current assets minus total current liabilities.

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SELECTED HISTORICAL FINANCIAL INFORMATION OF HENNESSY CAPITAL

The following table sets forth selected historical financial information derived from Hennessy Capital’s unaudited condensed consolidated financial statements as of September30, 2020 and for the nine months then ended, and for the nine months ended September30, 2019 with respect to the statement of operations, and the audited financial statements as of December31, 2019 and for the year ended December31, 2019, and as of December31, 2018 and for the period August6, 2018 (date of inception) to December31, 2018, each of which is included elsewhere in this proxy statement/prospectus. Such unaudited interim financial information has been prepared on a basis consistent with Hennessy Capital’s audited financial statements and should be read in conjunction with the interim unaudited condensed financial statements and audited financial statements and related notes included elsewhere in this proxy statement/prospectus.

The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should read carefully the following selected information in conjunction with “Hennessy Capital’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Hennessy Capital’s historical financial statements and the notes related thereto, included elsewhere in this proxy statement/prospectus.

	Nine Months Ended September 30, 2020			Nine Months Ended September 30, 2019			Year Ended December 31, 2019			For the Period August 6, 2018 (Date of Inception) to December 31, 2018
(in thousands, except share and per share data)	(unaudited)
Statements of Operations Data:
Operating expenses
General and administrative expenses	$	3,680		$	2,803		$	3,253		$	3
Loss from operations	$	(3,860	)	$	(2,803	)	$	(3,253	)	$	(3	)
Other income
Interest income	$	1,906		$	4,130		$	5,523		$	—
Income (loss) before provisions for income tax	$	(1,774	)	$	1,327		$	2,270		$	(3	)
Provision for income tax	$	369		$	835		$	1,110		$	—
Net income (loss)	$	(2,143	)	$	492		$	1,160		$	(3	)
Two Class Method for Per Share Information:
Weighted-average Class A common shares outstanding – basic and diluted		29,987,000			28,803,000			30,015,000			—
Net income per Class A common share – basic and diluted	$	0.05		$	0.11		$	0.14		$	—
Weighted-average Class B common shares outstanding – basic and diluted		7,503,750			7,503,750			7,503,750			7,503,750
Net loss per Class B common share – basic and diluted	$	(0.47	)	$	(0.36	)	$	(0.41	)	$	(0.00	)

	As of September 30, 2020		As of December 31, 2019		As of December 31, 2018
(in thousands)	(unaudited)
Balance Sheets Data:
Cash	$	355	$	1,124	$	6
Cash and Investments held in Trust Account	$	306,566	$	307,338	$	—
Total assets	$	306,971	$	308,512	$	238
Total liabilities	$	15,239	$	12,460	$	216
Common stock subject to possible redemption	$	286,732	$	291,052	$	—
Total stockholders’ equity	$	5,000	$	5,000	$	22

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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following summary unaudited pro forma condensed combined financial data (the “summary pro forma data”) gives effect to the Business Combination described in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” Operations prior to the Business Combination will be presented as those of New Canoo in future reports. The Business Combination will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, Hennessy Capital will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Canoo issuing stock for the net assets of Hennessy Capital, accompanied by a recapitalization. The summary unaudited pro forma condensed combined balance sheet data as of September30, 2020 gives effect to the Business Combination as if it had occurred on September30, 2020. The summary unaudited pro forma condensed combined statement of operations data for the nine months ended September30, 2020 and for year ended December31, 2019 gives pro forma effect to the Business Combination as if it had occurred on January1, 2019. The net assets of Hennessy will be recognized at historical cost (which is expected to be consistent with carrying value), with no goodwill or other intangible assets recorded.

The summary unaudited pro forma condensed combined data have been derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information of New Canoo appearing elsewhere in this proxy statement/prospectus and the accompanying notes in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” The unaudited pro forma condensed combined financial information is based upon, and should be read in conjunction with, the audited historical financial statements of Hennessy Capital and related notes and audited historical consolidated financial statements of Canoo and related notes included elsewhere in this proxy statement/prospectus. The summary unaudited pro forma condensed combined data have been presented for informational purposes only and are not necessarily indicative of what New Canoo’s financial position or results of operations actually would have been had the Business Combination been completed as of the dates indicated. In addition, the summary unaudited pro forma condensed combined data do not purport to project the future financial position or operating results of New Canoo.

The following table presents summary unaudited pro forma condensed combined data after giving effect to the Business Combination, assuming two redemption scenarios for HCAC Class A Common Stock as follows:

•        Assuming No Redemption:    This scenario assumes that no shares of HCAC Class A Common Stock are redeemed; and

•        Assuming Maximum Redemption:    This scenario assumes that all 29,803,439shares of HCAC Class A Common Stock are redeemed for an aggregate payment of approximately $306.6million (based on the estimated per share redemption price of approximately $10.29 per share based on the fair value of marketable securities held in the Trust Account as of September30, 2020 of approximately $306.6million) from the Trust Account.

	Pro Forma Combined (Assuming No Redemption)			Pro Forma Combined (Assuming Maximum Redemption)
	(in thousands, except share and per share data)
Summary Unaudited Pro Forma Condensed Combined
Statement of Operations Data
Nine months ended September 30, 2020
Revenue	$	2,550		$	2,550
Net loss per share – basic and diluted	$	(0.26	)	$	(0.30	)
Weighted-average shares outstanding – basic and diluted		244,632,189			214,828,750

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	Pro Forma Combined (Assuming No Redemption)		Pro Forma Combined (Assuming Maximum Redemption)
	(in thousands)
Summary Unaudited Pro Forma Condensed Combined
Balance Sheet Data as of September 30, 2020
Total assets	$	786,838	$	480,272
Total liabilities	$	32,571	$	32,571
Total equity	$	754,267	$	447,701

	Pro Forma Combined (Assuming No Redemption)			Pro Forma Combined (Assuming Maximum Redemption)
	(in thousands, except share and per share data)
Summary Unaudited Pro Forma Condensed Combined
Statement of Operations Data
Year Ended December 31, 2019
Revenue	$	—		$	—
Net loss per share – basic and diluted	$	(0.72	)	$	(0.82	)
Weighted-average shares outstanding – basic and diluted		244,632,189			214,828,750

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UNAUDITED HISTORICAL COMPARATIVE AND PRO FORMA COMBINED PER SHARE DATA OF HENNESSY CAPITAL AND CANOO

The following table sets forth selected historical comparative share information for Hennessy Capital and Canoo and unaudited pro forma condensed combined per share information of New Canoo after giving effect to the Business Combination, assuming two redemption scenarios for HCAC Class A Common Stock as follows:

•        Assuming No Redemption:    This scenario assumes that no shares of HCAC Class A Common Stock are redeemed; and

•        Assuming Maximum Redemption:This scenario assumes that all 29,803,439shares of HCAC Class A Common Stock are redeemed for an aggregate payment of approximately $306.6million (based on the estimated per share redemption price of approximately $10.29 per share based on the fair value of marketable securities held in the Trust Account as of September30, 2020 of approximately $306.6million) from the Trust Account.

The pro forma book value information reflects the Business Combination as if it had occurred on September30, 2020. The weighted-average shares outstanding and net loss per share information give pro forma effect to the Business Combination as if it had occurred on January1, 2019.

This information is only a summary and should be read together with the selected historical financial information included elsewhere in this proxy statement/prospectus, and the historical financial statements of Hennessy Capital and Canoo and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited pro forma combined per share information of Hennessy Capital and Canoo is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/prospectus in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of Hennessy Capital and Canoo would have been had the companies been combined during the periods presented.

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						Combined Pro Forma						Canoo equivalent pro forma per share data(2)
	Hennessy Capital (Historical)		Canoo (Historical)			(Assuming No Redemption)			(Assuming Maximum Redemption)			(Assuming No Redemption)			(Assuming Maximum Redemption)
As of and for the nine months ended September 30, 2020(3)
Book value per share(1)	$	3.53	$	(47.27	)	$	3.09		$	2.09		$	3.82		$	2.58
Weighted-average Class A common shares outstanding – basic and diluted		29,987,000		7,997,527			244,632,189			214,828,750			175,000,000			175,000,000
Net income (loss) per Class A common share – basic and diluted	$	0.05	$	(23.04	)	$	(0.26	)	$	(0.30	)	$	(0.89	)	$	(0.36	)
For the Year Ended December 31, 2019(3)
Weighted-average Class A common shares outstanding – basic and diluted		30,015,000		4,622,051			244,632,189			214,828,750			175,000,000			175,000,000
Net income (loss) per Class A common share – basic and diluted	$	0.14	$	(42.46	)	$	(0.72	)	$	0.82		$	(0.88	)	$	1.00

____________

(1)      Book value per share = (Total equity excluding preferred shares and common stock classified as subject to possible redemption)/Class A common shares outstanding (excluding common stock presented as subject to possible redemption).

(2)      The equivalent pro forma basic and diluted per share data for Canoo is calculated by multiplying the combined pro forma per share data by the Exchange Ratio. The weighted-average shares outstanding includes Canoo Preference Shares, which will be converted into Canoo Ordinary Shares immediately prior to the Closing.

(3)      There were no cash dividends declared in the periods presented.

(4)      Pro forma balance sheet for year ended December 31, 2019 not required and as such, no book value calculation is included in this table.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this proxy statement/prospectus may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our, our management team’s, Canoo’s and Canoo’s management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:

•        our ability to consummate the Business Combination, or, if we do not consummate the Business Combination, any other initial business combination;

•        the expected benefits of the Business Combination;

•        the financial and business performance of New Canoo, including financial projections and business metrics and any underlying assumptions thereunder;

•        changes in Canoo’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans;

•        Canoo’s product development timeline and expected start of production;

•        the implementation, market acceptance and success of Canoo’s business model;

•        Canoo’s ability to scale in a cost-effective manner;

•        developments and projections relating to Canoo’s competitors and industry;

•        the impact of health epidemics, including the COVID-19 pandemic, on Canoo’s business and the actions Canoo may take in response thereto;

•        Canoo’s expectations regarding its ability to obtain and maintain intellectual property protection and not infringe on the rights of others;

•        expectations regarding the time during which we will be an emerging growth company under the JOBS Act;

•        Canoo’s future capital requirements and sources and uses of cash;

•        Canoo’s ability, subsequent to the consummation of the PIPE Financing and the Business Combination, to obtain funding for its future operations;

•        Canoo’s business, expansion plans and opportunities; and

•        the outcome of any known and unknown litigation and regulatory proceedings.

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

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You should not place undue reliance on these forward-looking statements in deciding how to grant your proxy or instruct how your vote should be cast or vote your shares on the proposals set forth in this proxy statement/prospectus. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

•        the occurrence of any event, change or other circumstances that could delay the Business Combination or give rise to the termination of the Merger Agreement;

•        the outcome of any legal proceedings that may be instituted against Hennessy Capital following announcement of the proposed Business Combination and transactions contemplated thereby;

•        the inability to complete the Business Combination due to the failure to obtain approval of the stockholders of Hennessy Capital or to satisfy other conditions to the Closing in the Merger Agreement;

•        the ability to obtain or maintain the listing of New Canoo Common Stock on Nasdaq following the Business Combination;

•        the risk that the proposed Business Combination disrupts current plans and operations of Canoo as a result of the announcement and consummation of the transactions described herein;

•        the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the ability of Canoo to grow and manage growth profitably;

•        costs related to the Business Combination;

•        changes in applicable laws or regulations;

•        the effect of the COVID-19 pandemic on Canoo’s business;

•        the ability of Canoo to execute its business model, including market acceptance of its planned products and services and achieving sufficient production volumes at acceptable quality levels and prices;

•        Canoo’s ability to raise capital;

•        the possibility that Hennessy Capital or Canoo may be adversely affected by other economic, business and/or competitive factors; and

•        other risks and uncertainties described in this proxy statement/prospectus, including those under the section entitled “Risk Factors.”

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RISK FACTORS

The following risk factors will apply to business and operations of New Canoo following the Closing. These risk factors are not exhaustive and investors are encouraged to perform their own investigation with respect to the business, prospects, financial condition and operating results of Canoo and New Canoo’s business, prospects, financial condition and operating results following the completion of the Business Combination. You should carefully consider the following risk factors in addition to the other information included or incorporated by reference in this proxy statement/prospectus, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements,” before deciding how to vote your shares of HCAC Common Stock. Please see the section entitled “Where You Can Find More Information” in this proxy statement/prospectus. We may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair New Canoo’s business, prospects, financial condition or operating results. The following discussion should be read in conjunction with the consolidated financial statements of Canoo and financial statement of Hennessy Capital and notes thereto included elsewhere in this proxy statement/prospectus.

Risks Related to Canoo’s Business and Industry

Canoo is an early stage company with a history of losses, and expects to incur significant expenses and continuing losses for the foreseeable future.

Canoo incurred a net loss of $77.5million for the nine months ended September30, 2020 and has incurred a net loss of approximately $378.1million since inception through September30, 2020. Canoo believes that it will continue to incur operating and net losses each quarter until at least the time it expands its contract engineering, which is not expected until 2021, and begins deliveries of its EVs, which are not expected to begin until 2022, and may occur later or not at all. Even if Canoo is able to successfully develop its EVs and attract customers for its subscription service or commercial sales, there can be no assurance that they will be financially successful. Canoo’s potential profitability is dependent upon the successful development and successful commercial introduction and acceptance of its EVs, which may not occur.

Canoo expects the rate at which it will incur losses to be significantly higher in future periods as Canoo:

•        continues to design, develop, manufacture and market its EVs;

•        continues to utilize its third-party partners for design, supply and manufacturing;

•        expands its production capabilities, including costs associated with outsourcing the manufacturing of its EVs;

•        builds up inventories of parts and components for its EVs;

•        manufactures an inventory of its EVs;

•        expands its design, development, installation and servicing capabilities;

•        increases its sales and marketing activities and develops its distribution infrastructure; and

•        increases its general and administrative functions to support its growing operations and to operate as a public company.

Because Canoo will incur the costs and expenses from these efforts before it receives any incremental revenues with respect thereto, Canoo’s losses in future periods will be significant. In addition, Canoo may find that these efforts are more expensive than it currently anticipates or that these efforts may not result in revenues, which would further increase Canoo’s losses.

Canoo may be unable to adequately control the costs associated with its operations.

Canoo will require significant capital to develop and grow its business, including developing and producing its EVs, establishing or expanding design, research and development, production, sales and service facilities and building Canoo’s brand. Canoo has incurred and expects to continue incurring significant expenses which will impact its profitability, including research and development expenses (including related to developing and commercializing

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Canoo’s Lifestyle Vehicle, Delivery Vehicle and Sport Vehicle), raw material procurement costs, sales and distribution expenses as Canoo builds its brand and markets its EVs, and general and administrative expenses as Canoo scales its operations, identifies and commits resources to investigate new areas of demand and incurs costs as a public company. In addition, Canoo may incur significant costs servicing and maintaining its EVs, and it expects that the cost to repair and service its EVs will increase over time as the fleet of EVs age. Canoo’s ability to become profitable in the future will not only depend on its ability to complete the design and development of its EVs to meet projected performance metrics, identify and investigate new areas of demand and successfully market its EVs and consumer subscription model, but also to sell, whether outright or through subscriptions, its EVs at prices needed to achieve its expected margins and control its costs, including the risks and costs associated with operating, maintaining and financing Canoo’s fleet of EVs. If Canoo is unable to efficiently design, develop, manufacture, market, deploy, distribute and service its EVs, Canoo’s margins, profitability and prospects would be materially and adversely affected.

Canoo has yet to achieve positive operating cash flow and, given its projected funding needs, its ability to generate positive cash flow is uncertain.

Canoo has had negative cash flow from operating activities of $171.5million and $67.2million for the years ended December31, 2019 and 2018, respectively. Canoo may continue to have negative cash flow from operating and investing activities for 2020 as it expects to incur research and development, sales and marketing, and general and administrative expenses and make capital expenditures in its efforts to increase sales, engage in development work and ramp up operations. Canoo’s business also will at times require significant amounts of working capital to support the growth of additional platforms. An inability to generate positive cash flow for the near term may adversely affect Canoo’s ability to raise needed capital for its business on reasonable terms, diminish supplier or customer willingness to enter into transactions with Canoo, and have other adverse effects that may decrease its long-term viability. There can be no assurance that Canoo will achieve positive cash flow in the near future or at all.

Canoo’s financial results may vary significantly from period to period due to fluctuations in its operating costs, product demand and other factors.

Canoo expects its period-to-period financial results to vary based on its operating costs and product demand, which Canoo anticipates will fluctuate as the pace at which it continues to design, develop and manufacture new EVs, increase production capacity and establish or expand design, research and development, production, sales and service facilities. Additionally, Canoo’s revenues from period to period may fluctuate as it identifies and investigates areas of demand, adjusts volumes and adds new product derivatives based on market demand and margin opportunities, develops and introduces new EVs or introduces existing EVs to new markets for the first time, as well as the introduction of its consumer subscription model. As a result of these factors, Canoo believes that quarter-to-quarter comparisons of its financial results, especially in the short term, are not necessarily meaningful and that these comparisons cannot be relied upon as indicators of future performance. Moreover, Canoo’s financial results may not meet expectations of equity research analysts, ratings agencies or investors, who may be focused only on quarterly financial results. If any of this occurs, the trading price of New Canoo Common Stock could fall substantially, either suddenly or over time.

Canoo’s operating and financial results forecast relies in large part upon assumptions and analyses developed by Canoo. If these assumptions or analyses prove to be incorrect, Canoo’s actual operating results may be materially different from its forecasted results.

The projected financial and operating information appearing elsewhere in this proxy statement/prospectus reflect current estimates of future performance and incorporates certain financial and operational assumptions, including the level of demand for Canoo’s EVs, the performance of Canoo’s EVs, the utilization of the EV fleet, the useable vehicle life, vehicle downtime and related maintenance and repair costs. These assumptions are preliminary and there can be no assurance that the actual results upon which Canoo’s assumptions are based will be in line with Canoo’s expectations. In addition, whether actual operating and financial results and business developments will be consistent with Canoo’s expectations and assumptions as reflected in its forecast depends on a number of factors, many of which are outside Canoo’s control, including, but not limited to:

•        whether Canoo can obtain sufficient capital to sustain and grow its business;

•        Canoo’s ability to manage its growth;

•        whether Canoo can manage relationships with key suppliers and partners;

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•        the ability to obtain necessary regulatory approvals;

•        the timing and costs of new and existing marketing and promotional efforts;

•        competition, including from established and future competitors;

•        Canoo’s ability to retain existing key management, to integrate recent hires and to attract, retain and motivate qualified personnel;

•        the overall strength and stability of domestic and international economies;

•        demand for current products and future derivatives built off of the skateboard platform;

•        regulatory, legislative and political changes; and

•        consumer preferences and spending habits.

Unfavorable changes in any of these or other factors, most of which are beyond Canoo’s control, could materially and adversely affect its business, results of operations and financial results.

Canoo’s business plans require a significant amount of capital. In addition, its future capital needs may require Canoo to sell additional equity or debt securities that may dilute its stockholders or introduce covenants that may restrict its operations or its ability to pay dividends.

Canoo expects its capital expenditures to continue to be significant in the foreseeable future as it expands its business, and that its level of capital expenditures will be significantly affected by customer demand for its EVs. Canoo expects that following the Closing, Canoo will have sufficient capital to fund its currently planned operations for at least the next 12months. The fact that Canoo has a limited operating history means it has limited historical data on the demand for its EVs. As a result, Canoo’s future capital requirements may be uncertain and actual capital requirements may be different from those it currently anticipates. Canoo may need to seek equity or debt financing to finance a portion of its capital expenditures. Such financing might not be available to Canoo in a timely manner or on terms that are acceptable, or at all.

Canoo’s ability to obtain the necessary financing to carry out its business plan is subject to a number of factors, including general market conditions and investor acceptance of Canoo’s business model. These factors may make the timing, amount, terms and conditions of such financing unattractive or unavailable to Canoo. If Canoo is unable to raise sufficient funds, it will have to significantly reduce its spending, delay or cancel its planned activities or substantially change its corporate structure. Canoo might not be able to obtain any funding, and it might not have sufficient resources to conduct its business as projected, both of which could mean that Canoo would be forced to curtail or discontinue its operations.

In addition, Canoo’s future capital needs and other business reasons could require it to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity or equity-linked securities could dilute its stockholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict Canoo’s operations or its ability to pay dividends to its stockholders.

If Canoo cannot raise additional funds when it needs or want them, its operations and prospects could be negatively affected.

Canoo’s outstanding loan under the Paycheck Protection Program may not be forgiven, which could adversely affect its financial condition or otherwise subject Canoo to significant legal and reputational costs.

On July7, 2020, Canoo entered into a promissory note for loan proceeds received during the second quarter of 2020 in the amount of $7.0million under the Paycheck Protection Program (the “PPP”) that accrues interest at 1.0% per annum and matures on July7, 2025. The PPP was established as part of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and provides for loans to qualifying businesses for amounts up to 2.5 times the average monthly payroll expenses of the business, subject to certain limitations. The loans and accrued interest are forgivable after twenty-four (24) weeks so long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities. The total amount eligible for forgiveness may be adjusted if, at the time

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of the forgiveness application, the borrower does not maintain employment and wage levels. A forgiveness application may be submitted at any time prior to December31, 2020. During October 2020, Canoo submitted its application for forgiveness of the PPP Loan. Canoo has and intends to continue to use the PPP loan proceeds for purposes consistent with the provisions of the PPP and believes that such usage will meet the criteria established for forgiveness of the loan. Whether forgiveness will be granted and in what amount is subject to an application to, and approval by, the Small Business Administration (“SBA”) and may also be subject to further requirements in any regulations and guidelines the SBA may adopt.

In addition, while all or a portion of the PPP loan may be forgiven if the PPP loan is used for qualifying expenses as described in the CARES Act, there is no assurance that Canoo will be able to obtain forgiveness, notwithstanding that it believes it has used the PPP loan for qualifying expenses. The SBA and members of Congress have indicated an intention to provide strong oversight of loans granted under the PPP. If Canoo is audited or reviewed or its records are subpoenaed by the federal government as a result of entering into the PPP loan, it could divert management’s time and attention and Canoo could incur legal and reputational costs, and an adverse finding could lead to the requirement to return the PPP loan, which could reduce Canoo’s liquidity, or could subject Canoo to fines and penalties.

Canoo’s limited operating history makes evaluating its business and future prospects difficult and may increase the risk of your investment.

You must consider the risks and difficulties Canoo faces as an early stage company with a limited operating history. If Canoo does not successfully address these risks, its business, prospects, financial condition and operating results will be materially and adversely harmed. Canoo was incorporated in November 2017 and has a very limited operating history on which investors can base an evaluation of its business, prospects, financial condition and operating results. Canoo intends to derive a significant portion of its revenues from its initial vehicle offerings, which are not expected to launch until 2022, and may occur later or not at all. There are no assurances that Canoo will be able to secure future business with customers.

It is difficult to predict Canoo’s future revenues and appropriately budget for its expenses, and Canoo has limited insight into trends that may emerge and affect its business. In the event that actual results differ from Canoo’s estimates or Canoo adjusts its estimates in future periods, Canoo’s operating results and financial position could be materially affected.

Canoo identified material weaknesses in its internal control over financial reporting. If Canoo is unable to remediate these material weaknesses, or if it identifies additional material weaknesses in the future or otherwise fails to maintain an effective system of internal controls, it may not be able to accurately or timely report its financial condition or results of operations, which may adversely affect Canoo’s business and stock price.

In connection with the preparation and audit of Canoo’s consolidated financial statements for the year ended December31, 2019, material weaknesses were identified in Canoo’s internal control over financial reporting. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of its annual or interim consolidated financial statements will not be prevented or detected on a timely basis. These material weaknesses are as follows:

•        Canoo did not design and maintain an effective control environment commensurate with its financial reporting requirements. Canoo lacked a sufficient number of professionals with an appropriate level of accounting knowledge, training and experience to appropriately analyze, record and disclose accounting matters timely and accurately. Additionally, the limited personnel resulted in an inability to consistently establish appropriate authorities and responsibilities in pursuit of financial reporting objectives, as demonstrated by, among other things, insufficient segregation of duties in its finance and accounting functions.

•        Canoo did not effectively design and maintain controls in response to the risks of a material misstatement in Canoo’s financial reporting. Changes to existing controls or the implementation of new controls have not been sufficient to respond to changes to the risks of material misstatement to financial reporting.

These material weaknesses in the design and maintenance of effective controls contributed to the following material weaknesses:

•        Canoo did not design and maintain formal accounting policies, processes and controls to analyze, account for and disclose complex transactions, specifically for accounting for convertible notes.

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•        Canoo did not design and maintain formal accounting policies, procedures and controls to achieve complete, accurate and timely financial accounting, reporting and disclosures, including controls over account reconciliations and journal entries.

•        Canoo did not design and maintain effective controls over certain information technology (IT) general controls for information systems that are relevant to the preparation of its financial statements, specifically, with respect to: (i) program change management controls to ensure that IT program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately; (ii) user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to financial applications, programs, and data to appropriate company personnel; (iii) computer operations controls to ensure that critical batch jobs are monitored and data backups are authorized and monitored, and (iv) testing and approval controls for program development to ensure that new software development is aligned with business and IT requirements. These IT deficiencies did not result in a material misstatement to the financial statements, however, the deficiencies, when aggregated, could impact maintaining effective segregation of duties, as well as the effectiveness of IT-dependent controls (such as automated controls that address the risk of material misstatement to one or more assertions, along with the IT controls and underlying data that support the effectiveness of system-generated data and reports) that could result in misstatements potentially impacting all financial statement accounts and disclosures that would not be prevented or detected. Accordingly, management has determined these deficiencies in the aggregate constitute a material weakness.

These material weaknesses resulted in audit adjustments to convertible debt and interest expense, which were recorded prior to the issuance of our consolidated financial statements as of and for the year ended December31, 2019. Additionally, these material weaknesses could result in a misstatement of substantially all of Canoo’s accounts or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected. Canoo has begun implementation of a plan to remediate these material weaknesses described above. Those remediation measures are ongoing and include the following:

•        Hiring additional accounting and IT personnel during 2020, including a new chief financial officer, to bolster its technical reporting, transactional accounting and IT capabilities.

•        Designing and implementing controls to formalize roles and review responsibilities to align with Canoo’s team’s skills and experience and designing and implementing formal controls over segregation of duties.

•        Designing and implementing procedures to identify and evaluate changes in Canoo’s business and the impact on its internal controls.

•        Formally assessing complex accounting transactions and other technical accounting and financial reporting matters including controls over the preparation and review of accounting memoranda addressing these matters.

•        Designing and implementing formal processes, policies and procedures supporting Canoo’s financial close process, including creating standard balance sheet reconciliation templates and journal entry controls.

•        Designing and implementing IT general controls, including controls over change management, the review and update of user access rights and privileges, controls over batch jobs and data backups, and program development approvals and testing.

While Canoo believes these efforts will remediate the material weaknesses, Canoo may not be able to complete its evaluation, testing or any required remediation in a timely fashion, or at all. Canoo cannot assure you that the measures it has taken to date and may take in the future, will be sufficient to remediate the control deficiencies that led to its material weaknesses in internal control over financial reporting or that they will prevent or avoid potential future material weaknesses. The effectiveness of Canoo’s internal control over financial reporting is subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the possibility of human error and the risk of fraud. If Canoo is unable to remediate the material weakness, Canoo’s ability to record, process and report financial information accurately, and to prepare financial statements within the time periods specified by the forms of the SEC, could be adversely affected which, in turn, to may adversely affect Canoo’s reputation and business and the market price of New Canoo Common Stock. In addition, any such failures could result in litigation or regulatory actions by the SEC or other regulatory authorities, loss of investor confidence, delisting of Canoo’s securities and harm to Canoo’s reputation and financial condition, or diversion of financial and management resources from the operation of Canoo’s business.

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For the year ended December 31, 2019, Canoo’s independent registered public accounting firm has included an explanatory paragraph relating to Canoo’s ability to continue as a going concern in its report on Canoo’s audited financial statements included in this proxy statement/prospectus.

Canoo’s report from their independent registered public accounting firm for the year ended December31, 2019 includes an explanatory paragraph stating that Canoo’s recurring losses from operations and cash outflows from operating activities raise substantial doubt about Canoo’s ability to continue as a going concern. Canoo’s consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty and do not reflect the transactions contemplated by the Business Combination. If Canoo is unable to obtain sufficient funding, its business, prospects, financial condition and results of operations will be materially and adversely affected and Canoo may be unable to continue as a going concern. If Canoo is unable to continue as a going concern, it may have to liquidate its assets and may receive less than the value at which those assets are carried on its audited financial statements, and it is likely that investors would lose part or all of their investment. Future reports from Canoo’s independent registered public accounting firm may also contain statements expressing substantial doubt about its ability to continue as a going concern. If there remains substantial doubt about Canoo’s ability to continue as a going concern, investors or other financing sources may be unwilling to provide additional funding to Canoo on commercially reasonable terms, or at all, and Canoo’s business may be harmed.

Canoo’s ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving.

Canoo’s future business depends in large part on its ability to execute its plans to design, develop, manufacture, market, deploy and service its EVs. Canoo expects to outsource the manufacturing of its EVs to a contract manufacturing partner. While this arrangement can lower operating costs, it also reduces Canoo’s direct control over production and manufacturing. Such diminished control may have an adverse effect on the quality or quantity of Canoo’s EVs, or Canoo’s flexibility to respond to changing conditions.

Canoo also plans to retain third-party vendors and service providers to engineer, design and test some of the critical systems and components of Canoo’s EVs. While this allows Canoo to draw from such third parties’ industry knowledge and expertise, there can be no assurance such systems and components will be successfully developed to Canoo’s specifications or delivered in a timely manner to meet Canoo’s program timing requirements.

Canoo’s continued development and manufacturing of its first volume manufactured EV, the Lifestyle Vehicle and its future EVs are and will be subject to risks, including with respect to:

•        the equipment the contract manufacturing partner plans to use being able to accurately manufacture Canoo’s EVs within specified design tolerances;

•        the compatibility of Canoo’s proprietary modular skateboard platform with the Delivery Vehicle, Sport Vehicle and any other future vehicle designs;

•        long- and short-term durability of Canoo’s EVs to withstand day-to-day wear and tear;

•        compliance with environmental, workplace safety and similar regulations;

•        engineering, designing and testing and securing delivery of critical systems and components on acceptable terms and in a timely manner;

•        delays in delivery of final systems and components by Canoo’s suppliers;

•        shifts in demand for Canoo’s current products and future derivatives built off the skateboard platform;

•        Canoo’s ability to attract, recruit, hire and train skilled employees;

•        quality controls, particularly as Canoo plans to expand its production capabilities;

•        delays or disruptions in Canoo’s supply chain;

•        other delays and cost overruns; and

•        Canoo’s ability to secure additional funding, if necessary.

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Canoo has no experience to date in high volume manufacture of its EVs.

Canoo does not know whether its current or future third-party outsourcing partners will be able to develop efficient, automated, low-cost production capabilities and processes and reliable sources of component supply, that will enable Canoo to meet the quality, price, engineering, design and production standards, as well as the production volumes, required to successfully mass market Canoo’s EVs. Even if Canoo and its third-party outsourcing partners are successful in developing its high volume production capability and processes and reliably source its component supply, Canoo does not know whether it will be able to do so in a manner that avoids significant delays and cost overruns, including as a result of factors beyond its control such as problems with suppliers and vendors, or force majeure events, or in time to meet Canoo’s EV commercialization schedules or to satisfy the requirements of customers and potential customers. Any failure to develop such production processes and capabilities within Canoo’s projected costs and timelines could have a material adverse effect on its business, prospects, financial condition and operating results.

Canoo will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models.

Canoo’s business will initially depend substantially on the success of its first vehicle release. Canoo currently expects to add its second model, the Delivery Vehicle, as early as 2023 and expects to add contract engineering revenue in 2021 and 2022, which may occur later or not at all. Historically, automobile customers have come to expect a variety of vehicle models offered in a manufacturer’s fleet and new and improved vehicle models to be introduced frequently. In order to meet these expectations as well as evolving areas of market demand and margin opportunities, Canoo plans in the future to introduce on a regular basis new EV models as well as enhance versions of existing vehicle models. The introduction of new EV models on the consumer side may limit customers’ willingness to maintain a subscription with respect to older model EVs. To the extent Canoo’s product variety and cycles do not meet consumer expectations, or cannot be manufactured on its projected timelines and in line with cost and volume targets, Canoo’s future sales may be adversely affected. Given that for the foreseeable future Canoo’s business will depend on a limited number of models, to the extent a particular model is not well-received by the market, Canoo’s sales volume could be materially and adversely affected. This could have a material adverse effect on Canoo’s business, prospects, financial condition and operating results.

Canoo may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers.

Canoo must continually add new customers both to replace departing customers and to expand its current customer base. Canoo may not be able to attract new customers in sufficient numbers to do so. Even if Canoo is able to attract new customers to replace departing customers, these new customers may not maintain the same level of commitment. In addition, Canoo may incur marketing or other expenses, including referral fees, to attract new customers, which may further offset revenues from customers. For these and other reasons, Canoo could experience a decline in revenue growth, which could adversely affect its results of operations.

If consumers do not perceive Canoo’s product offerings to be of value or Canoo’s EV offerings are not favorably received by them, Canoo may not be able to attract and retain customers and customers may fail to renew their subscriptions. If Canoo’s efforts to satisfy and retain its existing customers are not successful, it may not be able to attract customers, and as a result, its ability to maintain and/or grow its business will be adversely affected. Customers may cancel Canoo’s service for many reasons, including a perception that they do not use the service sufficiently, the need to cut household expenses, competitors provide a better value or experience and customer service issues are not satisfactorily resolved. Customer retention will also be largely dependent on the quality and effectiveness of Canoo’s customer service and operations, which may be handled internally by Canoo personnel and also by third-party service providers. Outsourcing of certain customer service and claims administration functions may reduce Canoo’s ability to ensure consistency in its overall customer service processes. If Canoo is unable to successfully compete with current and new competitors in both retaining existing customers and attracting new customers, Canoo’s business will be adversely affected.

In addition, Canoo’s results of operations could be adversely affected by declines in demand for its product offerings or failures to effectively respond to changes in customer demand. Demand for its product offerings may be negatively affected by a number of factors, including geopolitical uncertainty, competition, cybersecurity incidents, decline in Canoo’s reputation and saturation in the markets where Canoo operates. Prevailing general and local economic conditions may also negatively affect the demand for Canoo’s subscription offering.

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Canoo’s business and prospects depend significantly on its ability to build the Canoo brand. Canoo may not succeed in continuing to establish, maintain and strengthen the Canoo brand, and its brand and reputation could be harmed by negative publicity regarding Canoo or its EVs.

Canoo’s business and prospects are heavily dependent on its ability to develop, maintain and strengthen the Canoo brand. If Canoo does not continue to establish, maintain and strengthen its brand, it may lose the opportunity to build a critical mass of customers. Promoting and positioning its brand will likely depend significantly on Canoo’s ability to provide high quality EVs and engage with its customers as intended, and Canoo has limited experience in these areas. In addition, Canoo’s ability to develop, maintain and strengthen the Canoo brand will depend heavily on the success of its customer development and branding efforts. Such efforts mainly include building a community of online and offline users engaged with the Canoo mobile application and branding initiatives, such automotive shows and events. Such efforts may be non-traditional and may not achieve the desired results. To promote its brand, Canoo may be required to change its customer development and branding practices, which could result in substantially increased expenses, including the need to use traditional media such as television, radio and print. Many consumers value safety and reliability as important factors in choosing a vehicle and may be reluctant to acquire a vehicle from a new and unproven automotive maker. In addition, Canoo’s novel technology and design may not align with existing consumer preferences. If Canoo does not develop and maintain a strong brand, its business, prospects, financial condition and operating results will be materially and adversely impacted.

In addition, if incidents occur or are perceived to have occurred, whether or not such incidents are Canoo’s fault, Canoo could be subject to adverse publicity. In particular, given the popularity of social media, any negative publicity, whether true or not, could quickly proliferate and harm consumer perceptions and confidence in the Canoo brand. Furthermore, there is the risk of potential adverse publicity related to Canoo’s manufacturing or other partners whether or not such publicity related to their collaboration with Canoo. Canoo’s ability to successfully position its brand could also be adversely affected by perceptions about the quality of its competitors’ vehicles.

In addition, from time to time, Canoo’s EVs may be evaluated and reviewed by third parties. Any negative reviews or reviews which compare Canoo unfavorably to competitors could adversely affect consumer perception about its EVs.

If Canoo fails to manage its growth effectively, it may not be able to design, develop, manufacture, market and launch its EVs successfully.

Any failure to manage Canoo’s growth effectively could materially and adversely affect Canoo’s business, prospects, operating results and financial condition. Canoo intends to expand its operations significantly. Canoo expects its future expansion to include:

•        expanding the management team;

•        hiring and training new personnel;

•        forecasting production and revenue;

•        controlling expenses and investments in anticipation of expanded operations;

•        establishing or expanding design, production, sales and service facilities;

•        implementing and enhancing administrative infrastructure, systems and processes; and

•        expanding into new markets.

Canoo intends to continue to hire a significant number of additional personnel, including software engineers, design and production personnel and service technicians for its EVs. Because Canoo’s EVs are based on a different technology platform than traditional internal combustion engines, individuals with sufficient training in alternative fuel and EVs may not be available to hire, and as a result, Canoo will need to expend significant time and expense training any newly hired employees. Competition for individuals with experience designing, producing and servicing EVs and their software is intense, and Canoo may not be able to attract, integrate, train, motivate or retain additional highly qualified personnel, particularly with respect to software engineers in the Los Angeles, California area. The failure to attract, integrate, train, motivate and retain these additional employees could seriously harm Canoo’s business, prospects, financial condition and operating results.

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Canoo may experience significant delays in the design, production and launch of its EVs, which could harm its business, prospects, financial condition and operating results.

Canoo’s EVs are still in the development and testing phase, and deliveries of the Lifestyle Vehicle, Delivery Vehicle and Sport Vehicle are not expected to begin until 2022, 2023 and 2025, respectively, and may occur later or not at all. Any delay in the financing, design, development, production and release of Canoo’s EVs, could materially damage Canoo’s brand, business, prospects, financial condition and operating results. There are often delays in the design, development, production and release of new vehicles, and to the extent Canoo delays the launch of its EVs, its growth prospects could be adversely affected as it may fail to grow its market share. Canoo will rely on its third-party outsourcing partners to manufacture its EVs at scale, and if they are not able manufacture EVs that meet Canoo’s specifications, Canoo may need to expand its manufacturing capabilities, which would cause Canoo to incur additional costs. Furthermore, Canoo relies on third-party suppliers for the provision and development of many of the key components and materials used in its EVs, and to the extent they experience any delays, Canoo may need to seek alternative suppliers. If Canoo experiences delays by its third-party outsourcing partners or suppliers, it could experience delays in delivering on its timelines.

Increases in costs, disruption of supply or shortage of materials, in particular for lithium-ion battery cells, could harm Canoo’s business.

Canoo and its suppliers may experience increases in the cost of or a sustained interruption in the supply or shortage of materials. Any such increase, supply interruption or shortage could materially and negatively impact Canoo’s business, prospects, financial condition and operating results. Canoo and its suppliers use various materials in their businesses and products, including for example lithium-ion battery cells and steel, and the prices for these materials fluctuate. The available supply of these materials may be unstable, depending on market conditions and global demand, including as a result of increased production of EVs by Canoo’s competitors, and could adversely affect Canoo’s business and operating results. For instance, Canoo is exposed to multiple risks relating to lithium-ion battery cells. These risks include:

•        an increase in the cost, or decrease in the available supply, of materials used in the cells;

•        disruption in the supply of cells due to quality issues or recalls by battery cell manufacturers; and

•        fluctuations in the value of any foreign currencies in which battery cell and related raw material purchases are or may be denominated against the U.S. dollar.

Canoo’s business is dependent on the continued supply of battery cells for the battery packs used in Canoo’s EVs. While Canoo believes several sources of the battery cells are available for such battery packs, Canoo has to date not finally sourced or validated a supplier for the cells used in such battery packs and may have limited flexibility in changing cell suppliers once contracted. Any disruption in the supply of battery cells from such suppliers could disrupt production of Canoo’s EVs. Furthermore, fluctuations or shortages in petroleum and other economic conditions may cause Canoo to experience significant increases in freight charges and material costs. Substantial increases in the prices for Canoo’s materials or prices charged to it, such as those charged by battery cell suppliers, would increase Canoo’s operating costs, and could reduce its margins if the increased costs cannot be recouped through increased subscription offering or commercial vehicle sales prices. Any attempts to increase product prices in response to increased material costs could result in cancellations of orders and reservations and therefore materially and adversely affect Canoo’s brand, image, business, prospects and operating results.

If Canoo’s EVs fail to perform as expected, Canoo’s ability to develop, market and deploy its EVs could be harmed.

Canoo’s EVs may contain defects in design and production that may cause them not to perform as expected or may require repair. Canoo currently has a limited frame of reference by which to evaluate the performance of its EVs upon which its business prospects depend. There can be no assurance that Canoo will be able to detect and fix any defects in its EVs. Canoo may experience recalls in the future, which could adversely affect Canoo’s brand and could adversely affect its business, prospects, financial condition and operating results. Canoo’s EVs may not perform consistent with customers’ expectations or consistent with other vehicles which may become available. Any product defects or any other failure of Canoo’s EVs and software to perform as expected could harm Canoo’s reputation and result in adverse publicity, lost revenue, delivery delays, product recalls, negative publicity, product liability claims and significant warranty and other expenses and could have a material adverse impact on Canoo’s business, prospects, financial condition and operating results. Additionally, problems and defects experienced by other electric consumer vehicles could by association have a negative impact on perception and customer demand for Canoo’s EVs.

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Canoo’s consumer subscription model is different from the predominant current distribution model for automobile manufacturers, which makes evaluating its business, operating results and future prospects difficult. In addition, a subscription model has never been tested with a consumer vehicle directly from an OEM and is a novel approach to car offerings. This model may never achieve the level of market acceptance necessary to achieve profitability.

Canoo’s consumer subscription model is a distinct approach to automotive sales and is one of the first of its kind in the industry. Canoo plans to offer customers direct access to its EVs rather than selling or leasing its EVs through dealerships. This model of vehicle distribution is relatively new and unproven, and subjects Canoo to substantial risk if this model requires significant expenditures and provides for slower expansion than the traditional dealer franchise system. For example, Canoo will not be able to utilize long established sales channels developed through a franchise system to increase its sales volume. Moreover, Canoo will be competing with companies with well-established distribution channels. Canoo’s success will depend in large part on its ability to effectively develop its own sales channels and marketing strategies. In addition, as the EV ages, consumers may be unwilling to pay the same subscription price as they are for a new vehicle, and if Canoo is forced to discount its subscription prices, it may limit Canoo’s ability to become profitable. Implementing Canoo’s business model is subject to numerous significant challenges, including obtaining permits and approvals from government authorities, and Canoo may not be successful in addressing these challenges. In addition, dealer trade associations may mount challenges to Canoo’s consumer subscription model by challenging the legality of Canoo’s operations in court and employing administrative and legislative processes to attempt to prohibit or limit Canoo’s ability to operate.

As part of its sales and marketing efforts, Canoo must educate customers as to the economical savings of its subscription offering and of EVs in general that Canoo believes they will benefit from during the life of the vehicle. For example, consumers have historically been conditioned to value low-mileage vehicles and may be accustomed to paying lower monthly payments after an initial down payment, and consumer preferences may not adapt to higher mileage vehicles or a subscription model based on an all-inclusive monthly payment. As such, Canoo believes that customers should consider a number of factors when deciding whether to subscribe to its subscription offering, including:

•        the total cost of a subscription compared to leasing or ownership of the vehicle over its expected life;

•        EV quality, performance and safety;

•        the quality and availability of service for the vehicle;

•        the range over which EVs may be driven on a single battery charge;

•        access to charging stations and related infrastructure costs, and standardization of EV charging systems; and

•        electric grid capacity and reliability.

If, in weighing these factors, consumers determine that there is not a compelling reason to switch from the traditional automotive purchasing models or if potential corporate customers determine that there is not a compelling business justification for a subscription to Canoo’s EVs, then its subscription model may not develop as expected or may develop more slowly than expected, and Canoo may be required to modify (e.g., by adjusting prices, adjusting included services, etc.) or abandon its planned consumer subscription model, which could adversely affect Canoo’s business, prospects, financial condition and operating results.

Future product recalls could materially adversely affect Canoo’s business, prospects, financial condition and operating results.

Any product recall in the future, whether it involves Canoo’s or a competitor’s product, may result in negative publicity, damage Canoo’s brand and materially adversely affect Canoo’s business, prospects, financial condition and operating results. In the future, Canoo may voluntarily or involuntarily, initiate a recall if any of its EVs prove to be defective or noncompliant with applicable federal motor vehicle safety standards. In addition, a safety recall could require Canoo to remove recalled vehicles from its consumer subscription offering until it can enact the recall. If a large number of vehicles are the subject of a recall or if needed replacement parts are not in adequate supply, Canoo may not be able to deploy recalled vehicles for a significant period of time. These types of disruptions could jeopardize Canoo’s ability to fulfill existing contractual commitments or satisfy demand for its EVs, and could also result in the loss of business to its competitors. Such recalls also involve significant expense and diversion of management attention and other resources, which could adversely affect Canoo’s brand image, as well as Canoo’s business, prospects, financial condition and operating results.

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If Canoo is unable to establish and maintain confidence in its long-term business prospects among customers and analysts and within its industry or is subject to negative publicity, then Canoo’s financial condition, operating results, business prospects and access to capital may suffer materially.

Customers may be less likely to subscribe to Canoo’s consumer subscription offering or purchase Canoo’s commercial EVs if they are not convinced that Canoo’s business will succeed or that its service and support and other operations will continue in the long term. Similarly, suppliers and other third parties will be less likely to invest time and resources in developing business relationships with Canoo if they are not convinced that its business will succeed. Accordingly, in order to build and maintain its business, Canoo must maintain confidence among customers, suppliers, analysts, ratings agencies and other parties in its EVs, long-term financial viability and business prospects. Maintaining such confidence may be particularly complicated by certain factors including those that are largely outside of Canoo’s control, such as its limited operating history, customer unfamiliarity with its EVs, any delays in scaling production, delivery and service operations to meet demand, competition and uncertainty regarding the future of hybrid electric and EVs, including Canoo’s EVs and Canoo’s production and sales performance compared with market expectations.

Canoo has no experience servicing its EVs and its integrated software. If Canoo or its partners are unable to adequately service its EVs, Canoo’s business, prospects, financial condition and operating results may be materially and adversely affected.

Because Canoo does not plan to begin production of its EVs until 2022 at the earliest, it has no experience servicing or repairing its EVs. Servicing EVs is different than servicing vehicles with internal combustion engines and requires specialized skills, including high voltage training and servicing techniques. Canoo plans to partner with a third-party to perform some or all of the servicing on its EVs, and there can be no assurance that Canoo will be able to enter into an acceptable arrangement with any such third-party provider. Although such servicing partners may have experience in servicing other vehicles, they will initially have limited experience in servicing Canoo vehicles. There can be no assurance that Canoo service arrangements will adequately address the service requirements of its customers to their satisfaction, or that Canoo and its servicing partners will have sufficient resources, experience or inventory to meet these service requirements in a timely manner as the volume of EVs Canoo delivers increases. In addition, if Canoo is unable to roll out and establish a widespread service network that complies with applicable laws, customer satisfaction could be adversely affected, which in turn could materially and adversely affect Canoo’s reputation and thus its sales, results of operations and prospects.

Canoo’s customers will also depend on Canoo’s customer support team to resolve technical and operational issues relating to the integrated software underlying Canoo’s EVs. In addition, because Canoo expects to include standard vehicle maintenance costs in its consumer subscription fee, Canoo will need to accurately predict service costs and customer usage in order to provide customer support and vehicle maintenance in a cost-effective manner. Customer behavior and usage may result in higher than expected maintenance and repair costs, which may negatively affect Canoo’s financial condition and operating results.

As Canoo continues to grow, additional pressure may be placed on Canoo’s customer support team or partners, and Canoo may be unable to respond quickly enough to accommodate short-term increases in customer demand for technical support. Canoo also may be unable to modify the future scope and delivery of its technical support to compete with changes in the technical support provided by its competitors. Increased customer demand for support, without corresponding revenue, could increase costs and negatively affect Canoo’s operating results. If Canoo is unable to successfully address the service requirements of its customers or establish a market perception that Canoo does not maintain high-quality support, Canoo may be subject to claims from its customers, including loss of revenue or damages, and Canoo’s business, prospects, financial condition and operating results may be materially and adversely affected.

Canoo is highly dependent on the services of its key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, its ability to compete could be harmed.

Canoo’s success depends, in part, on its ability to retain its key personnel. The unexpected loss of or failure to retain one or more of Canoo’s key employees could adversely affect Canoo’s business.

Canoo’s success also depends, in part, on its continuing ability to identify, hire, attract, train and develop other highly qualified personnel. Experienced and highly skilled employees are in high demand and competition for these employees can be intense, and Canoo’s ability to hire, attract and retain them depends on its ability to provide

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competitive compensation. Canoo may not be able to attract, assimilate, develop or retain qualified personnel in the future, and its failure to do so could adversely affect Canoo’s business, including the execution of its global business strategy. Any failure by Canoo’s management team and Canoo’s employees to perform as expected may have a material adverse effect on Canoo’s business, prospects, financial condition and operating results.

Canoo’s management has limited experience in operating a public company.

Canoo’s executive officers have limited experience in the management of a publicly traded company. Canoo’s management team may not successfully or effectively manage its transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities which will result in less time being devoted to the management and growth of the post-combination company. Canoo may not have adequate personnel with the appropriate level of knowledge, experience and training in the accounting policies, practices or internal control over financial reporting required of public companies in the U.S. Canoo is in the process of upgrading its finance and accounting systems to an enterprise system suitable for a public company, and a delay could impact its ability or prevent it from timely reporting its operating results, timely filing required reports with the SEC and complying with Section 404 of the Sarbanes-Oxley Act. The development and implementation of the standards and controls necessary for Canoo to achieve the level of accounting standards required of a public company in the U.S. may require costs greater than expected. It is possible that Canoo will be required to expand its employee base and hire additional employees to support its operations as a public company which will increase its operating costs in future periods.

Canoo currently relies and will continue to rely on third-party partners to manufacture and warehouse its EVs, and to supply critical components and systems, which exposes it to a number of risks and uncertainties outside its control.

Canoo currently plans to outsource the manufacturing of its EVs to third-party outsourcing partners and expects to outsource the manufacture of its production EVs to its contract manufacturing partner. If Canoo’s third-party outsourcing partners were to experience delays, disruptions, capacity constraints or quality control problems in its manufacturing operations, product shipments could be delayed or rejected or Canoo’s customers could consequently elect to change product demand or cancel an underlying subscription. These disruptions would negatively impact Canoo’s revenues, competitive position and reputation. In addition, Canoo’s third-party outsourcing partners may rely on certain state tax incentives that may be subject to change or elimination in the future, which could result in additional costs and delays in production if a new manufacturing site must be obtained. Further, if Canoo is unable to manage successfully its relationship with its third-party outsourcing partners, the quality and availability of its EVs may be harmed. Canoo’s third-party outsourcing partners could, under some circumstances, decline to accept new purchase orders from or otherwise reduce their business with Canoo. If Canoo’s third-party outsourcing partners stopped manufacturing Canoo’s EVs for any reason or reduced manufacturing capacity, Canoo may be unable to replace the lost manufacturing capacity on a timely and comparatively cost-effective basis, which would adversely impact its operations. In addition, Canoo has not entered into a long-term contract with its contract manufacturing partner. As a result, Canoo is subject to price increases due to availability, and subsequent price volatility, in the marketplace of the components and materials needed to manufacture its EVs. If Canoo’s third-party outsourcing partners were to negatively change the pricing and other terms under which it agrees to manufacture for Canoo and Canoo was unable to locate a suitable alternative manufacturer, its manufacturing costs could increase.

Because Canoo outsources the manufacturing of its EVs, the cost, quality and availability of third-party manufacturing operations is essential to the successful production of its EVs. Canoo’s reliance on third-party outsourcing partners exposes it to a number of risks which are outside its control, including:

•        unexpected increases in manufacturing costs;

•        interruptions in shipments if a third-party outsourcing partner is unable to complete production in a timely manner;

•        inability to control quality of finished vehicles;

•        inability to control delivery schedules;

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•        inability to control production levels and to meet minimum volume commitments to Canoo’s customers;

•        inability to control manufacturing yield;

•        inability to maintain adequate manufacturing capacity; and

•        inability to secure adequate volumes of acceptable components at suitable prices or in a timely manner.

The manufacturing facilities of Canoo’s third-party outsourcing partners and suppliers and the equipment used to manufacture Canoo’s EVs would be costly to replace and could require substantial lead time to replace and qualify for use. The manufacturing facilities of Canoo’s third-party outsourcing partners and suppliers may be harmed or rendered inoperable by natural or man-made disasters, including earthquakes, flooding, fire and power outages, or by health epidemics, such as the recent COVID-19 pandemic, which may render it difficult or impossible for Canoo to manufacture its EVs for some period of time. The inability to manufacture Canoo’s EVs or the backlog that could develop if the manufacturing facilities of its third-party outsourcing partners and suppliers are inoperable for even a short period of time may result in the loss of customers or harm Canoo’s reputation.

Although Canoo promotes ethical business practices and its operations personnel periodically visit and monitor the operations of its third-party outsourcing partners, Canoo does not control its third-party outsourcing partners or its labor and other legal compliance practices, including their environmental, health and safety practices. If Canoo’s contract manufacturing partner, or any other third-party outsourcing partner which it may use in the future, violates U.S. or foreign laws or regulations, Canoo may be subjected to extra duties, significant monetary penalties, adverse publicity, the seizure and forfeiture of products that Canoo is attempting to import or the loss of its import privileges. The effects of these factors could render the conduct of Canoo’s business in a particular country undesirable or impractical and have a negative impact on Canoo’s operating results.

The automotive market is highly competitive, and Canoo may not be successful in competing in this industry.

Canoo faces intense competition in bringing its EVs to market. Both the automobile industry generally, and the EV segment in particular, are highly competitive, and Canoo will be competing for sales with both EV manufacturers and traditional automotive companies. Many of Canoo’s current and potential competitors have significantly greater financial, technical, manufacturing, marketing and other resources than Canoo does and may be able to devote greater resources to the design, development, manufacturing, distribution, promotion, sale and support of their products, including their EVs. Additionally, Canoo’s competitors also have greater name recognition, longer operating histories, larger sales forces, broader customer and industry relationships and other resources than Canoo does. These competitors also compete with Canoo in recruiting and retaining qualified research and development, sales, marketing and management personnel, as well as in acquiring technologies complementary to, or necessary for, Canoo’s EVs. Additional mergers and acquisitions may result in even more resources being concentrated in Canoo’s competitors. There are no assurances that customers will choose Canoo’s EVs over those of its competitors, or over internal combustion engines vehicles. Canoo expects additional competitors to enter the industry as well. In addition, Canoo also competes with companies offering ride-sharing, car-sharing services and other alternatives to car ownership.

Canoo expects competition in its industry to intensify from its existing and future competitors in the future in light of increased demand and regulatory push for alternative fuel and EVs.

If the market for EVs does not develop as Canoo expects or develops more slowly than it expects, Canoo’s business, prospects, financial condition and operating results will be adversely affected.

Canoo’s growth is highly dependent upon the adoption by consumers of EVs. The target demographics for Canoo’s EVs are highly competitive. If the market for EVs does not develop at the rate or in the manner or to the extent that Canoo expects, Canoo’s business, prospects, financial condition and operating results will be harmed. The market for alternative fuels, hybrid and EVs is new and untested and is characterized by rapidly changing technologies, price competition, numerous competitors, evolving government regulation and industry standards and uncertain customer demands and behaviors.

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The market for alternative fuel vehicles is rapidly evolving and as a result, the market for Canoo’s EVs could be affected by numerous factors, such as:

•        perceptions about EV features, quality, safety, performance and cost;

•        perceptions about the limited range over which EVs may be driven on a single battery charge;

•        competition, including from other types of alternative fuel vehicles, plug-in hybrid EVs and high fuel-economy internal combustion engine vehicles;

•        fuel prices, including volatility in the cost of fossil fuels;

•        the timing of adoption and implementation of fully autonomous vehicles;

•        government regulations and economic incentives;

•        access to charging facilities and related infrastructure costs and standardization of EV charging systems;

•        electric grid capacity and reliability; and

•        macroeconomic factors.

If Canoo is unable to contract with a contract manufacturing partner, Canoo would need to develop its own manufacturing facilities, which may not be feasible and, if feasible, would significantly increase its capital expenditures and would significantly delay or inhibit production of its EVs.

Canoo does not have a definitive agreement with a contract manufacturing partner to commercially manufacture its EV and it may be unable to enter into such agreements with contract manufacturing partners and other key suppliers for manufacturing on terms and conditions acceptable to Canoo. If Canoo is unable to enter into such definitive agreements or is only able to do so on terms that are less commercially favorable to Canoo, it may be unable to timely identify adequate strategic relationship opportunities, or form strategic relationships, and consequently, Canoo may not be able to fully carry out its business plans. There can be no assurance that Canoo would be able to partner with other third parties or establish its own production capacity to meet its needs on acceptable terms, or at all. The expense and time required to complete any transition and to assure that EVs manufactured at facilities of new third-party partners comply with Canoo’s quality standards and regulatory requirements would likely be greater than currently anticipated. If Canoo needs to develop its own manufacturing and production capabilities, which may not be feasible, it would significantly increase Canoo’s capital expenditures and would significantly delay production of Canoo’s EVs. This may require Canoo to attempt to raise or borrow additional money, which may not be successful. Also, it may require Canoo to change the anticipated pricing of its consumer subscription offering, which would adversely affect Canoo’s margins and cash flows. Any of the foregoing could adversely affect Canoo’s business, results of operations, financial condition and prospects. Accordingly, investors should not place undue reliance on Canoo’s statements about its production plans or their feasibility in the timeframe anticipated, or at all. Canoo may not be able to implement its business strategy in the timeframe anticipated, or at all.

Canoo is dependent on its suppliers, some of which are single or limited source suppliers, and the inability of these suppliers to deliver necessary components of Canoo’s EVs at prices and volumes, performance and specifications acceptable to Canoo, could have a material adverse effect on Canoo’s business, prospects, financial condition and operating results.

Canoo relies on third-party suppliers for the provision and development of many of the key components and materials used in its EVs. While Canoo plans to obtain components from multiple sources whenever possible, some of the components used in its EVs will be purchased by Canoo from a single source. Canoo’s third-party suppliers may not be able to meet their product specifications and performance characteristics, which would impact Canoo’s ability to achieve its product specifications and performance characteristics as well. Additionally, Canoo’s third-party suppliers may be unable to obtain required certifications for their products for which Canoo plans to use or provide warranties that are necessary for Canoo’s solutions. If Canoo is unable to obtain components and materials used in its EVs from its suppliers or if its suppliers decide to create or supply a competing product, Canoo’s business could be adversely affected. Canoo has less negotiating leverage with suppliers than larger and more established automobile manufacturers and may not be able to obtain favorable pricing and other terms. While Canoo believes that it may be able to establish alternate supply relationships and can obtain or engineer replacement components for its single source components, Canoo may be unable to do so in the short term, or at all, at prices or quality levels that are

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favorable to Canoo, which could have a material adverse effect on its business, prospects, financial condition and operating results.

Certain of Canoo’s strategic, development and operational arrangements could be terminated or may not ultimately result in the anticipated long-term contract partnership arrangements.

Canoo has arrangements with strategic, development and operational partners and collaborators. Some of these arrangements are evidenced by non-binding letters of intent, early stage agreements that are used for design and development purposes but will require renegotiation at later stages of development or production or master agreements that have yet to be implemented under separately negotiated statements of work or binding purchase orders, any of which could be terminated or may not result in next-stage contracts or long-term contract arrangements. If these arrangements are terminated or if Canoo is unable to enter into next-stage contracts or long-term operational contracts, its business, prospects, financial condition and operating results may be materially adversely affected.

Canoo faces regulatory uncertainty in how its consumer subscription model will be interpreted under existing law and Canoo may be required to adjust its consumer business model in those jurisdictions as a result.

Canoo’s subscription model is novel and may be subject to challenge under foreign, federal, state, local or municipal laws or regulatory restrictions in certain jurisdictions. Canoo may be required to seek regulatory or policy changes to clarify uncertainties in existing law or to comply with certain existing state and local laws and regulations regarding advertising, sales, referrals, contract and pricing disclosures, delivery of EVs to consumers, data collection, vehicle tracking, service and repair, recall or other aspects of Canoo’s subscription model. If such efforts are not successful, Canoo may be required to adjust its consumer business model in order to comply with laws and significant regulatory restrictions in such jurisdictions or it may be prohibited from operating in such jurisdictions altogether. For customers residing in any jurisdictions in which Canoo will not be allowed to market or directly sell EVs based on its subscription model, Canoo may have to arrange alternate sales and distribution methods or cease sales and marketing efforts altogether in such jurisdictions These workarounds could add significant complexity, and as a result, costs, to Canoo’s business.

Canoo expects that it will incur significant costs in defending its right to operate in accordance with its subscription model in many jurisdictions, which subjects Canoo to substantial risk as it may provide for slower and more costly expansion of Canoo’s business model than may be possible by utilizing the traditional dealer franchise system. To the extent that efforts to block or limit its operations are successful, or if Canoo is required to comply with regulatory and other requirements applicable to vehicle leasing, franchise laws or rental car services, Canoo’s revenue and growth would be adversely affected.

Canoo’s EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a commercial scale.

Canoo’s true steer-by-wire system, specifically, our proprietary architecture in which all steering, braking and throttle function are controllable via a secure, redundant communication framework, is based on complex technology that has not been introduced to the consumer vehicle market. Canoo is not aware of any EV manufacturers utilizing such technology. Given this technology is unproven on a commercial scale, it may not be successful and may not achieve widespread market acceptance among Canoo’s prospective customers. This technology must interoperate with other complex EV technology in order to operate as designed and as expected.

Any defects or errors in, or which are attributed to, Canoo’s steer-by-wire technology, could result in:

•        delayed market acceptance of Canoo’s EVs;

•        loss of customers or inability to attract new customers;

•        diversion of engineering or other resources for remedying the defect or error;

•        damage to Canoo’s brand or reputation;

•        increased service and warranty costs;

•        legal action by customers or third parties, including product liability claims; and

•        penalties imposed by regulatory authorities.

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Canoo’s EVs rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if Canoo is unsuccessful in addressing or mitigating technical limitations in its systems, Canoo’s business could be adversely affected.

Canoo’s EVs rely on software and hardware that is highly technical and complex and will require modification and updates over the life of the vehicle. In addition, Canoo’s EVs depend on the ability of such software and hardware to store, retrieve, process and manage immense amounts of data. Canoo’s software and hardware may contain, errors, bugs or vulnerabilities, and Canoo’s systems are subject to certain technical limitations that may compromise Canoo’s ability to meet its objectives. Some errors, bugs or vulnerabilities inherently may be difficult to detect and may only be discovered after the code has been released for external or internal use. Errors, bugs, vulnerabilities, design defects or technical limitations may be found within Canoo’s software and hardware. Although Canoo attempts to remedy any issues it observes in its EVs as effectively and rapidly as possible, such efforts may not be timely, may hamper production or may not be to the satisfaction of Canoo’s customers. Additionally, if Canoo is able to deploy updates to the software addressing any issues but Canoo’s over-the-air update procedures fail to properly update the software, Canoo’s customers would then be responsible for installing such updates to the software and their software will be subject to these vulnerabilities until they do so. If Canoo is unable to prevent or effectively remedy errors, bugs, vulnerabilities or defects in its software and hardware, Canoo may suffer damage to its reputation, loss of customers, loss of revenue or liability for damages, any of which could adversely affect Canoo’s business and financial results.

Canoo may be subject to risks associated with autonomous driving technology.

Canoo’s EVs are being designed with connectivity for an autonomous hardware suite and will offer some autonomous functionality. Autonomous driving technologies are subject to risks and there have been accidents and fatalities associated with such technologies. The safety of such technologies depends in part on user interaction and users, as well as other drivers on the roadways, may not be accustomed to using or adapting to such technologies. To the extent accidents associated with Canoo’s autonomous driving systems occur, Canoo could be subject to liability, negative publicity, government scrutiny and further regulation. Any of the foregoing could materially and adversely affect Canoo’s results of operations, financial condition and growth prospects.

Autonomous driving technology is also subject to considerable regulatory uncertainty as the law evolves to catch up with the rapidly evolving nature of the technology itself, all of which are beyond Canoo’s control. Canoo’s EVs also may not achieve the requisite level of autonomy required for certification and rollout to consumers or satisfy changing regulatory requirements which could require Canoo to redesign, modify or update its autonomous hardware and related software systems.

The automotive industry and its technology are rapidly evolving and may be subject to unforeseen changes which could adversely affect the demand for Canoo’s EVs.

Canoo may be unable to keep up with changes in EV technology or alternatives to electricity as a fuel source and, as a result, its competitiveness may suffer. Developments in alternative technologies, such as advanced diesel, ethanol, hybrids, fuel cells, or compressed natural gas, or improvements in the fuel economy of the internal combustion engine, may materially and adversely affect Canoo’s business and prospects in ways Canoo does not currently anticipate. Any failure by Canoo to successfully react to changes in existing technologies could materially harm its competitive position and growth prospects.

Canoo may face challenges providing charging solutions for its EVs.

Canoo has marketed its ability to provide customers with comprehensive charging solutions conveniently accessible using Canoo’s mobile application. Canoo has very limited experience in providing charging solutions to customers which is subject to challenges, including:

•        the logistics of securing agreements with third-party providers to roll out and support a network of charging solutions in appropriate areas;

•        inadequate capacity or over capacity in certain areas, security risks or risk of damage to vehicles, the potential for lack of customer acceptance of Canoo’s charging solutions, including the risk that customers may be conditioned to favor or expect proprietary charging solutions;

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•        access to sufficient charging infrastructure;

•        obtaining any required permits, land use rights and filings; and

•        the risk that government support for EV and alternative fuel solutions and infrastructure may not continue.

In addition, given Canoo’s limited experience in providing charging solutions, there could be unanticipated challenges which may hinder its ability to provide charging solutions or make the provision of charging solutions costlier than anticipated. Any real or perceived limitations of Canoo’s planned third-party sourced charging solutions as compared to the propriety charging systems marketed by certain EV manufacturers may result in reduced demand for Canoo’s vehicles. To the extent Canoo is unable to meet customer expectations or experience difficulties in providing charging solutions, its reputation and business may be materially and adversely affected.

The demand for EVs depends, in part, on the continuation of current trends resulting from dependence on fossil fuels. Extended periods of low gasoline or other petroleum-based fuel prices could adversely affect demand for Canoo’s EVs, which would adversely affect its business, prospects, financial condition and operating results.

Canoo believes that much of the present and projected demand for EVs results from concerns about volatility in the cost of gasoline and other petroleum-based fuel, the dependency of the United States on oil from unstable or hostile countries, government regulations and economic incentives promoting fuel efficiency and alternative forms of energy, as well as the belief that climate change results in part from the burning of fossil fuels. If the cost of gasoline and other petroleum-based fuel decreased significantly, the outlook for the long-term supply of oil to the United States improved, the government eliminated or modified its regulations or economic incentives related to fuel efficiency and alternative forms of energy, or if there is a change in the perception that the burning of fossil fuels negatively impacts the environment, the demand for EVs could be reduced, and Canoo’s business and revenue may be harmed. In addition, demand for Canoo’s offerings may be negative impacted if stay at home orders related to the COVID-19 pandemic persist or are adopted by additional markets.

Gasoline and other petroleum-based fuel prices have been extremely volatile, and Canoo believes this continuing volatility will persist. Lower gasoline or other petroleum-based fuel prices over extended periods of time may lower the perception in government and the private sector that cheaper, more readily available energy alternatives should be developed and produced. If gasoline or other petroleum-based fuel prices remain at deflated levels for extended periods of time, the demand for EVs may decrease, which would have an adverse effect on Canoo’s business, prospects, financial condition and operating results.

The unavailability, reduction or elimination of government and economic incentives due to policy changes or government regulation could have a material adverse effect on Canoo’s business, prospects, financial condition and operating results.

Any reduction, elimination or discriminatory application of government subsidies and economic incentives because of policy changes, the reduced need for such subsidies and incentives due to the perceived success of the EV industry or other reasons may result in the diminished competitiveness of the alternative fuel and EV industry generally or Canoo’s EVs. While certain tax credits and other incentives for alternative energy production, alternative fuel and EVs have been available in the past, there is no guarantee these programs will be available in the future. If current tax incentives are not available in the future, Canoo’s financial position could be harmed.

Canoo, its outsourcing partners and its suppliers are subject to substantial regulation and unfavorable changes to, or failure by Canoo, its outsourcing partners or its suppliers to comply with, these regulations could substantially harm Canoo’s business and operating results.

Canoo and its EVs, and motor vehicles in general, as well as Canoo’s third-party outsourcing partners and its suppliers are or will be subject to substantial regulation under foreign, federal, state and local laws. Canoo continues to evaluate requirements for licenses, approvals, certificates and governmental authorizations necessary to manufacture, deploy or service its EVs in the jurisdictions in which it plans to operate and intends to take such actions necessary to comply. Canoo may experience difficulties in obtaining or complying with various licenses, approvals, certifications and other governmental authorizations necessary to manufacture, deploy or service its EVs in any of these jurisdictions. If Canoo, its third-party outsourcing partners or its suppliers are unable to obtain or comply with any of the licenses,

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approvals, certifications or other governmental authorizations necessary to carry out its operations in the jurisdictions in which they currently operate, or those jurisdictions in which they plan to operate in the future, Canoo’s business, prospects, financial condition and operating results could be materially adversely affected. Canoo expects to incur significant costs in complying with these regulations. Regulations related to the electric and alternative energy vehicle industry are evolving and Canoo faces risks associated with changes to these regulations, including but not limited to:

•        increased support for other alternative fuel systems, which could have an impact on the acceptance of Canoo’s EVs; and

•        increased sensitivity by regulators to the needs of established automobile manufacturers with large employment bases, high fixed costs and business models based on the internal combustion engine, which could lead them to pass regulations that could reduce the compliance costs of such established manufacturers or mitigate the effects of government efforts to promote alternative fuel vehicles.

To the extent the laws change, Canoo’s EVs may not comply with applicable foreign, federal, state or local laws, which would have an adverse effect on Canoo’s business. Compliance with changing regulations could be burdensome, time consuming and expensive. To the extent compliance with new regulations is cost prohibitive, Canoo’s business, prospects, financial condition and operating results would be adversely affected.

Future changes to regulatory requirements may have a negative impact upon Canoo’s business.

While Canoo’s EVs are subject to substantial regulation under federal, state and local laws, Canoo believes that its EVs will be compliance with all applicable laws when they are offered to the public. However, to the extent the laws change, new laws are introduced, or if Canoo introduces new EVs in the future, some or all of its EVs may not comply with applicable international federal, state or local laws. Further, certain federal, state and local laws and industry standards currently regulate electrical and electronics equipment. Although standards for EVs are not yet generally available or accepted as industry standards, Canoo’s EVs may become subject to international, federal, state, and local regulation in the future. Compliance with these regulations could be burdensome, time consuming, and expensive.

Canoo’s EVs are subject to environmental and safety compliance with various federal and state regulations, including regulations promulgated by the Environmental Protection Agency, the National Highway Traffic and Safety Administration and various state boards, and compliance certification is required for each new model year. The cost of these compliance activities and the delays and risks associated with obtaining approval can be substantial. The risks, delays and expenses incurred in connection with such compliance could be substantial.

In addition, Canoo’s EVs involve a novel design and new technology, including side-facing seats and steer-by-wire technology and a street view window, that may not meet existing safety standards or require modification in order to comply with various regulatory requirements. Compliance with regulatory requirements is expensive, at times requiring the replacement, enhancement or modification of equipment, facilities or operations. There can be no assurance that Canoo will be able to maintain its profitability by offsetting any increased costs of complying with future regulatory requirements.

Developments in alternative technology or improvements in the internal combustion engine may adversely affect the demand for Canoo’s EVs.

Significant developments in alternative technologies, such as battery cell technology, advanced gasoline, ethanol or natural gas, or improvements in the fuel economy of the internal combustion engine, may materially and adversely affect Canoo’s business, prospects, financial condition and operating results in ways Canoo does not currently anticipate. Existing and other battery cell technologies, fuels or sources of energy may emerge as customers’ preferred alternative to Canoo’s EVs. Any failure by Canoo to develop new or enhanced technologies or processes, or to react to changes in existing technologies, could materially delay Canoo’s development and introduction of new and enhanced alternative fuel and EVs, which could result in the loss of competitiveness of Canoo’s EVs, decreased revenue and a loss of market share to competitors. Canoo’s research and development efforts may not be sufficient to adapt to changes in alternative fuel and EV technology. As technologies change, Canoo plans to upgrade or adapt its EVs with the latest technology. However, Canoo’s EVs may not compete effectively with alternative systems if Canoo is not able to source and integrate the latest technology into its EVs.

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Canoo faces significant barriers to manufacture its EVs, and if Canoo cannot successfully overcome those barriers its business will be negatively impacted.

The EV industry has traditionally been characterized by significant barriers to entry, including the ability to meet performance requirements or industry specifications, acceptance by end users, large capital requirements, investment costs of design and production, long lead times to bring EVs to market from the concept and design stage, the need for specialized design and development expertise, regulatory requirements, establishing a brand name and image and the need to establish sales capabilities. If Canoo is not able to overcome these barriers, its business, prospects, financial condition and operating results will be negatively impacted and Canoo’s ability to grow its business will be harmed.

Canoo’s EVs are subject to motor vehicle standards and the failure to satisfy such mandated safety standards would have a material adverse effect on its business and operating results.

All vehicles sold must comply with international, federal and state motor vehicle safety standards. In the United States, vehicles that meet or exceed all federally mandated safety standards are certified under the federal regulations. Rigorous testing and the use of approved materials and equipment are among the requirements for achieving federal certification. Failure by Canoo to have its EVs satisfy motor vehicle standards would have a material adverse effect on its business and operating results.

Canoo has been, and may in the future be, adversely affected by health epidemics and pandemics, including the ongoing global COVID-19 pandemic, the duration and economic, governmental and social impact of which is difficult to predict, which may significantly harm Canoo’s business, prospects, financial condition and operating results.

Canoo faces various risks related to public health issues, including epidemics, pandemics and other outbreaks, including the recent pandemic of respiratory illness caused by a novel coronavirus known as COVID-19. The impact of COVID-19, including changes in consumer and business behavior, pandemic fears and market downturns and restrictions on business and individual activities, has created significant volatility in the global economy and led to reduced economic activity. The spread of COVID-19 has also created a disruption in the manufacturing, delivery and overall supply chain of vehicle manufacturers and suppliers, and has led to a global decrease in vehicle sales and usage in markets around the world.

The pandemic has resulted in government authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, stay-at-home or shelter-in-place orders, and business shutdowns. These measures may adversely impact Canoo’s employees and operations and the operations of its suppliers, vendors and business partners, and may negatively impact its sales and marketing activities and the production schedule of its EVs. In addition, various aspects of Canoo’s business cannot be conducted remotely, including the testing and manufacturing of its EVs. These measures by government authorities may remain in place for a significant period of time and they are likely to continue to adversely affect Canoo’s testing, manufacturing and building plans, sales and marketing activities, business and results of operations.

The spread of COVID-19 has caused Canoo and many of its contractors and service providers to modify their business practices (including employee travel, recommending that all non-essential personnel work from home and cancellation or reduction of physical participation in testing activities, meetings, events and conferences), and Canoo and its contractors and service providers may be required to take further actions as may be required by government authorities or that it determines are in the best interests of its employees, customers, suppliers, vendors and business partners. There is no certainty that such actions will be sufficient to mitigate the risks posed by the virus or otherwise be satisfactory to government authorities. If significant portions of Canoo’s workforce or contractors and service providers are unable to work effectively, including due to illness, quarantines, social distancing, government actions or other restrictions in connection with the COVID-19 pandemic, Canoo’s operations will be impacted.

The extent to which the COVID-19 pandemic impacts Canoo’s business, prospects and results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the pandemic, its severity, the actions to contain the virus or treat its impact and how quickly and to what extent normal economic and operating activities can resume. The COVID-19 pandemic could limit the ability of Canoo’s customers, suppliers, vendors and business partners to perform, including third-party suppliers’ ability to provide components and materials used in its EVs. Canoo may also experience an increase in the cost of raw

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materials used in its commercial production of EVs. Even after the COVID-19 pandemic has subsided, Canoo may continue to experience an adverse impact to its business as a result of COVID-19’s global economic impact, including any recession that has occurred or may occur in the future.

Specifically, difficult macroeconomic conditions, such as decreases in per capita income and level of disposable income, increased and prolonged unemployment or a decline in consumer confidence as a result of the COVID-19 pandemic, as well as reduced spending by businesses, could have a material adverse effect on the demand for EVs. Under difficult economic conditions, potential customers may seek to reduce spending by foregoing EVs for other traditional options, and cancel subscription agreements for Canoo’s EVs, which could require Canoo to modify or abandon its subscription model. Decreased demand for EVs, particularly in the United States, could negatively affect Canoo’s business.

There are no comparable recent events which may provide guidance as to the effect of the spread of COVID-19 and a pandemic, and, as a result, the ultimate impact of the COVID-19 pandemic or a similar health epidemic is highly uncertain and subject to change. Canoo does not yet know the full extent of COVID-19’s impact on its business, operations, or the global economy as a whole. However, the effects could have a material impact on Canoo’s results of operations, and Canoo will continue to monitor the situation closely.

Canoo is subject to cybersecurity risks to its operational systems, security systems, infrastructure, integrated software in its EVs and customer data processed by Canoo or third-party vendors.

Canoo is at risk for interruptions, outages and breaches of its: (a) operational systems, including business, financial, accounting, product development, data processing or production processes, owned by Canoo or its third-party vendors or suppliers; (b) facility security systems, owned by Canoo or its third-party vendors or suppliers; (c) transmission control modules or other in-product technology, owned by Canoo or its third-party vendors or suppliers; (d) the integrated software in Canoo’s EVs; or (e) customer data that Canoo processes or its third-party vendors or suppliers process on its behalf. Such incidents could: materially disrupt Canoo’s operational systems; result in loss of intellectual property, trade secrets or other proprietary or competitively sensitive information; compromise certain information of customers, employees, suppliers, or others; jeopardize the security of Canoo’s facilities; or affect the performance of in-product technology and the integrated software in Canoo’s EVs.

Canoo plans to include in-vehicle services and functionality that utilize data connectivity to monitor performance and timely capture opportunities to enhance on-the-road performance and for safety and cost-saving preventative maintenance. The availability and effectiveness of Canoo’s services depend on the continued operation of information technology and communications systems. Canoo’s systems will be vulnerable to damage or interruption from, among others, physical theft, fire, terrorist attacks, natural disasters, power loss, war, telecommunications failures, viruses, denial or degradation of service attacks, ransomware, social engineering schemes, insider theft or misuse or other attempts to harm Canoo’s systems. Canoo intends to use its in-vehicle services and functionality to log information about each vehicle’s use in order to aid Canoo in vehicle diagnostics and servicing. Canoo’s customers may object to the use of this data, which may increase Canoo’s vehicle maintenance costs and harm its business prospects.

Moreover, there are inherent risks associated with developing, improving, expanding and updating Canoo’s current systems, such as the disruption of Canoo’s data management, procurement, production execution, finance, supply chain and sales and service processes. These risks may affect Canoo’s ability to manage its data and inventory, procure parts or supplies or manufacture, deploy, deliver and service its EVs, adequately protect its intellectual property or achieve and maintain compliance with, or realize available benefits under, applicable laws, regulations and contracts. Canoo cannot be sure that these systems upon which it relies, including those of its third-party vendors or suppliers, will be effectively implemented, maintained or expanded as planned. If Canoo does not successfully implement, maintain or expand these systems as planned, its operations may be disrupted, its ability to accurately and timely report its financial results could be impaired, and deficiencies may arise in its internal control over financial reporting, which may impact Canoo’s ability to certify its financial results. Moreover, Canoo’s proprietary information or intellectual property could be compromised or misappropriated and its reputation may be adversely affected. If these systems do not operate as Canoo expects them to, Canoo may be required to expend significant resources to make corrections or find alternative sources for performing these functions.

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Canoo intends to retain certain personal information about its vehicles, customers, employees or others that, if compromised, could materially adversely affect Canoo’s financial performance and results of operations or prospects.

Canoo plans to collect, store, transmit and otherwise process data from vehicles, customers, employees and others as part of its business and operations, which may include personal data or confidential or proprietary information. Canoo also works with partners and third-party service providers or vendors that collect, store and process such data on its behalf and in connection with its EVs. There can be no assurance that any security measures that Canoo or its third-party service providers or vendors have implemented will be effective against current or future security threats. If a compromise of data were to occur, Canoo may become liable under its contracts with other parties and under applicable law for damages and incur penalties and other costs to respond to, investigate and remedy such an incident. Canoo’s systems, networks and physical facilities could be breached or personal information could otherwise be compromised due to employee error or malfeasance, if, for example, third parties attempt to fraudulently induce Canoo’s employees or Canoo’s customers to disclose information or user names and/or passwords. Third parties may also exploit vulnerabilities in, or obtain unauthorized access to, platforms, systems, networks and/or physical facilities utilized by Canoo’s service providers and vendors.

Canoo’s EVs contain complex information technology systems and built-in data connectivity to accept and install periodic remote updates to improve or update functionality. Canoo has designed, implemented and tested security measures intended to prevent unauthorized access to its information technology networks, its EVs and related systems. However, hackers may attempt to gain unauthorized access to modify, alter and use such networks, vehicles and systems to gain control of or to change Canoo’s EVs’ functionality, user interface and performance characteristics, or to gain access to data stored in or generated by the vehicle. A significant breach of Canoo’s third-party service providers’ or vendors’ or its own network security and systems could have serious negative consequences for Canoo’s business and future prospects, including possible fines, penalties and damages, reduced customer demand for its EVs and harm to its reputation and brand.

Canoo may not have adequate insurance coverage. The successful assertion of one or more large claims against Canoo that exceeds its available insurance coverage, or results in changes to its insurance policies (including premium increases or the imposition of large deductible or co-insurance requirements), could have an adverse effect on its business. In addition, Canoo cannot be sure that its existing insurance coverage will continue to be available on acceptable terms or that Canoo’s insurers will not deny coverage as to any future claim.

Canoo is subject to evolving laws, regulations, standards, policies, and contractual obligations related to data privacy and security regulations, and its actual or perceived failure to comply with such obligations could harm Canoo’s reputation, subject it to significant fines and liability, or otherwise adversely affect its business.

Canoo is subject to or affected by a number of federal, state and local laws and regulations, as well as contractual obligations and industry standards, that impose certain obligations and restrictions with respect to data privacy and security, and govern Canoo’s collection, storage, retention, protection, use, processing, transmission, sharing and disclosure of personal information including that of its employees, customers and others. Most jurisdictions have enacted laws requiring companies to notify individuals, regulatory authorities and others of security breaches involving certain types of data. Such laws may be inconsistent or may change or additional laws may be adopted. In addition, Canoo’s agreements with certain customers may require New Canoo to notify them in the event of a security breach. Such mandatory disclosures are costly, could lead to negative publicity, result in penalties or fines, result in litigation, may cause Canoo’s customers to lose confidence in the effectiveness of Canoo’s security measures and require New Canoo to expend significant capital and other resources to respond to and/or alleviate problems caused by the actual or perceived security breach.

The global data protection landscape is rapidly evolving, and implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future. Canoo may not be able to monitor and react to all developments in a timely manner. For example, California adopted the California Consumer Privacy Act (“CCPA”), which became effective in January 2020. The CCPA establishes a privacy framework for covered businesses, including an expansive definition of personal information and data privacy rights for California residents. The CCPA includes a framework with potentially severe statutory damages and private rights of action. The CCPA requires covered businesses to provide new disclosures to California residents, provide them new ways to opt-out of certain disclosures of personal information, and allow for a new cause of action for data breaches. As Canoo expands its operations, the CCPA may increase Canoo’s compliance costs and potential liability. Some observers have noted that the CCPA could mark the beginning of a

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trend toward more stringent privacy legislation in the United States. Other states have begun to propose similar laws. Compliance with any applicable privacy and data security laws and regulations is a rigorous and time-intensive process, and Canoo may be required to put in place additional mechanisms to comply with such laws and regulations.

Canoo publishes privacy policies and other documentation regarding its collection, processing, use and disclosure of personal information and/or other confidential information. Although Canoo endeavors to comply with its published policies and other documentation, Canoo may at times fail to do so or may be perceived to have failed to do so. Moreover, despite its efforts, Canoo may not be successful in achieving compliance if Canoo’s employees, contractors, service providers or vendors fail to comply with its published policies and documentation. Such failures can subject Canoo to potential local, state and federal action if they are found to be deceptive, unfair, or misrepresentative of its actual practices. Claims that Canoo has violated individuals’ privacy rights or failed to comply with data protection laws or applicable privacy notices even if Canoo is not found liable, could be expensive and time-consuming to defend and could result in adverse publicity that could harm its business.

Canoo is subject to various environmental laws and regulations that could impose substantial costs upon Canoo and cause delays in building its production facilities.

Canoo’s operations are and will be subject to international, federal, state and local environmental laws and regulations, including laws relating to the use, handling, storage, disposal of and human exposure to hazardous materials. Environmental and health and safety laws and regulations can be complex, and Canoo has limited experience complying with them. Moreover, Canoo expects that it will be affected by future amendments to such laws or other new environmental and health and safety laws and regulations which may require Canoo to change its operations, potentially resulting in a material adverse effect on its business, prospects, financial condition and operating results. These laws can give rise to liability for administrative oversight costs, cleanup costs, property damage, bodily injury, fines and penalties. Capital and operating expenses needed to comply with environmental laws and regulations can be significant, and violations may result in substantial fines and penalties, third-party damages, suspension of production or a cessation of Canoo’s operations.

Contamination at properties Canoo will own or operate, Canoo formerly owned or operated or to which hazardous substances were sent by Canoo, may result in liability for Canoo under environmental laws and regulations, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act, which can impose liability for the full amount of remediation-related costs without regard to fault, for the investigation and cleanup of contaminated soil and ground water, for building contamination and impacts to human health and for damages to natural resources. The costs of complying with environmental laws and regulations and any claims concerning noncompliance, or liability with respect to contamination in the future, could have a material adverse effect on Canoo’s financial condition or operating results.

Changes in tax laws may materially adversely affect Canoo’s business, prospects, financial condition and operating results.

New income, sales, use or other tax laws, statutes, rules, regulations or ordinances could be enacted at any time, and failure to appropriately comply with such tax laws, statutes, rules and regulations could result in sanctions by regulatory agencies, civil money penalties and/or reputational damage, which could adversely affect Canoo’s business, prospects, financial condition and operating results. For example, U.S. federal tax legislation enacted in 2017, informally titled the Tax Cuts and Jobs Act (the “Tax Act”), enacted many significant changes to the U.S. tax laws. Future guidance from the Internal Revenue Service (the “IRS”) with respect to the Tax Act may affect Canoo, and certain aspects of the Tax Act could be repealed or modified in future legislation. The CARES Act has already modified certain provisions of the Tax Act. In addition, it is uncertain if and to what extent various states will conform to the Tax Act, the CARES Act or any newly enacted federal tax legislation.

Canoo’s ability to use net operating loss carryforwards and other tax attributes may be limited in connection with the Business Combination or other ownership changes.

The U.S. operating subsidiary of Canoo has incurred losses during its history and does not expect to become profitable in the near future, and may never achieve profitability. To the extent that Canoo’s U.S. subsidiaries continue to generate taxable losses, unused losses will carry forward to offset future taxable income, if any, until such unused losses expire, if at all.

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Under the Tax Act, as modified by the CARES Act, U.S. federal net operating loss carryforwards generated in taxable periods beginning after December31, 2017, may be carried forward indefinitely, but the deductibility of such net operating loss carryforwards in taxable years beginning after December31, 2020, is limited to 80% of taxable income. It is uncertain if and to what extent various states will conform to the Tax Act or the CARES Act.

In addition, the net operating loss carryforwards of Canoo’s U.S. subsidiaries are subject to review and possible adjustment by the IRS, and state tax authorities. Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), these federal net operating loss carryforwards and other tax attributes may become subject to an annual limitation in the event of certain cumulative changes in the ownership of Canoo. An “ownership change” pursuant to Section 382 of the Code generally occurs if one or more stockholders or groups of stockholders who own at least 5% of a company’s stock increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. The ability of Canoo’s U.S. subsidiaries to utilize net operating loss carryforwards and other tax attributes to offset future taxable income or tax liabilities may be limited as a result of ownership changes, including potential changes in connection with the Business Combination or other transactions. Similar rules may apply under state tax laws. Canoo has not yet determined the amount of the cumulative change in its ownership resulting from the Business Combination or other transactions, or any resulting limitations on its ability to utilize its net operating loss carryforwards and other tax attributes. If Canoo’s U.S. subsidiaries earn taxable income, such limitations could result in increased future income tax liability to Canoo and its future cash flows could be adversely affected. Canoo has recorded a full valuation allowance related to its net operating loss carryforwards and other deferred tax assets due to the uncertainty of the ultimate realization of the future benefits of those assets.

Canoo will incur increased costs as a result of operating as a public company, and its management will devote substantial time to new compliance initiatives.

If Canoo completes the Business Combination and becomes a public company, it will incur significant legal, accounting and other expenses that it did not incur as a private company, and these expenses may increase even more after Canoo is no longer an emerging growth company, as defined in Section 2(a) of the Securities Act. As a public company, Canoo will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules adopted, and to be adopted, by the SEC and Nasdaq. Canoo’s management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, Canoo expects these rules and regulations to substantially increase its legal and financial compliance costs and to make some activities more time-consuming and costly. The increased costs will increase Canoo’s net loss. For example, Canoo expects these rules and regulations to make it more difficult and more expensive for it to obtain director and officer liability insurance and it may be forced to accept reduced policy limits or incur substantially higher costs to maintain the same or similar coverage. Canoo cannot predict or estimate the amount or timing of additional costs it may incur to respond to these requirements. The impact of these requirements could also make it more difficult for Canoo to attract and retain qualified persons to serve on its board of directors, its board committees or as executive officers.

Canoo’s ability to control costs and liability is dependent on developing sufficient screening criteria for its subscription customers.

Canoo’s ability to realize revenue and reduce liability related to its subscription model is heavily dependent on its ability to effectively screen customers for high risk behavior that could result in liability for Canoo or a customer’s ability to timely make payments for a subscription. Canoo has limited experience and lacks sufficient operating history to develop effective customer screening criteria. Canoo may need to rely on third-party service providers to develop effective screening criteria, which will result in additional cost to Canoo. Canoo’s screening criteria may also need to be adjusted over time to satisfy requirements under applicable law, from its insurers or from other third-party service providers. Canoo must balance the need to develop effective screening criteria with its need to attract new customers or market to different segments of the consumer public.

Insufficient reserves to cover future part replacement needs or other vehicle repair requirements, including any potential software upgrades, could materially adversely affect Canoo’s business, prospects, financial condition and operating results.

Once Canoo begins commercial production of its EVs, it will need to maintain reserves to cover part replacement and other vehicle repair needs, including any potential software upgrades or warranty claims. If Canoo’s reserves are inadequate to cover future maintenance requirements on its EVs, Canoo’s business, prospects, financial condition and

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operating results could be materially and adversely affected. Canoo may become subject to significant and unexpected expenses as well as claims from its customers, including loss of revenue or damages. There can be no assurances that then-existing reserves will be sufficient to cover all claims.

Canoo’s consumer subscriptions are short-term commitments and may result in high customer attrition.

Canoo expects to initially generate revenues through the sale of subscriptions with short-term commitments and no upfront payment or fees upon termination, and as a result, expects to experience subscription agreement terminations. Canoo’s customers may terminate their subscription agreements at any time upon as little notice as 30 days. Customers may cancel their subscriptions for many reasons, including a perception that they do not make sufficient use of Canoo’s EVs, that they need to reduce their expenses or that alternative transportation methods or other vehicles may provide better value or a better experience. If it is unable to replace customers who terminate their subscription agreements, or redeploy EVs efficiently enough, Canoo’s cash flows may be adversely affected.

Changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences, could adversely affect Canoo’s business, prospects, financial condition and operating results.

The U.S. government has adopted a new approach to trade policy and in some cases has attempted to renegotiate or terminate certain existing bilateral or multi-lateral trade agreements. It has also imposed tariffs on certain foreign goods, including steel and certain vehicle parts, which have begun to result in increased costs for goods imported into the United States. In response to these tariffs, a number of U.S. trading partners have imposed retaliatory tariffs on a wide range of U.S. products, which makes it more costly for Canoo to export its EVs to those countries. If Canoo is unable to pass price increases on to its customer base or otherwise mitigate the costs, or if demand for its exported EVs decreases due to the higher cost, its operating results could be materially adversely affected. In addition, further tariffs have been proposed by the U.S. and its trading partners and additional trade restrictions could be implemented on a broader range of products or raw materials. The resulting environment of retaliatory trade or other practices could have a material adverse effect on Canoo’s business, prospects, financial condition, operating results, customers, suppliers and the global economy.

Canoo is subject to governmental export and import controls and laws that could subject Canoo to liability if Canoo is not in compliance with such laws.

Canoo’s EVs are subject to export control, import and economic sanctions laws and regulations, including the U.S. Export Administration Regulations, U.S. Customs regulations and various economic and trade sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control. Exports of Canoo’s EVs and technology must be made in compliance with these laws and regulations. If Canoo fails to comply with these laws and regulations, Canoo and certain of its employees could be subject to substantial civil or criminal penalties, including the possible loss of export or import privileges; fines, which may be imposed on Canoo and responsible employees or managers; and, in extreme cases, the incarceration of responsible employees or managers.

In addition, changes to Canoo’s EVs, or changes in applicable export control, import, or economic sanctions laws and regulations may create delays in the introduction and sale of Canoo’s EVs and solutions or, in some cases, prevent the export or import of Canoo’s EVs to certain countries, governments, or persons altogether. Any change in export, import, or economic sanctions laws and regulations, shift in the enforcement or scope of existing laws and regulations, or change in the countries, governments, persons, or technologies targeted by such laws and regulations, could also result in decreased use of Canoo’s EVs, as well as Canoo’s decreased ability to export or market its EVs to potential customers. Any decreased use of Canoo’s EVs or limitation on Canoo’s ability to export or market its EVs would likely adverse Canoo’s business, financial condition and results of operations.

Canoo is subject to U.S. and foreign anti-corruption and anti-money laundering laws and regulations. Canoo can face criminal liability and other serious consequences for violations, which can harm its business.

Canoo is subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the USA PATRIOT Act and possibly other anti-bribery and anti-money laundering laws in countries in which Canoo conducts activities. Anti-corruption laws are interpreted broadly and prohibit companies and their employees, agents, contractors and other collaborators from authorizing, promising, offering or providing, directly or indirectly, improper payments or anything else of value to recipients in

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the public or private sector. Canoo can be held liable for the corrupt or other illegal activities of its employees, agents, contractors and other collaborators, even if Canoo does not explicitly authorize or have actual knowledge of such activities. Any violations of the laws and regulations described above may result in substantial civil and criminal fines and penalties, imprisonment, the loss of export or import privileges, debarment, tax reassessments, breach of contract and fraud litigation, reputational harm and other consequences.

Investments in us may be subject to U.S. foreign investment regulations which may impose conditions or limitations on certain investors (including, but not limited to, limits on purchasing Canoo’s Capital Stock, or after the Business Combination, New Canoo Common Stock, limits on information sharing with such investors, requiring a voting trust, governance modifications, forced divestiture, or other measures).

Certain investments that involve the acquisition of, or investment in, a U.S. business may be subject to review and approval by the Committee on Foreign Investment in the United States (“CFIUS”), depending on the structure, beneficial ownership and control of interests in the U.S. business. Investments that result in control of a U.S. business by a foreign person are subject to CFIUS jurisdiction. Significant CFIUS reform legislation, which was fully implemented through regulations that became effective on February13, 2020, among other things expanded the scope of CFIUS’s jurisdiction to investments that do not result in control of a U.S. business by a foreign person but afford certain foreign investors certain information or governance rights in a U.S. business that has a nexus to “critical technologies,” “critical infrastructure” and/or “sensitive personal data.”. Moreover, other countries continue to strengthen their own foreign investment clearance (“FIC”) regimes, and investments and transactions outside of the U.S. may be subject to review by non-U.S. FIC regulators if such investments are perceived to implicate national security policy priorities. Any review and approval of an investment or transaction by CFIUS or another FIC regulator may have outsized impacts on transaction certainty, timing, feasibility, and cost, among other things. CFIUS and other FIC regulatory policies and practices are rapidly evolving, and in the event that CFIUS or another FIC regulator reviews one or more proposed or existing investment by investors in Canoo, there can be no assurances that such investors will be able to maintain, or proceed with, such investments on terms acceptable to such investors. CFIUS or another FIC regulator may seek to impose limitations or restrictions on, or prohibit, investments by such investors (including, but not limited to, limits on purchasing Canoo’s Capital Stock, or after the Business Combination, New Canoo Common Stock, limits on information sharing with such investors, requiring a voting trust, governance modifications, or forced divestiture, among other things).

Canoo may not be able to obtain or agree on acceptable terms and conditions for all or a significant portion of the government grants, loans and other incentives for which it may apply. As a result, Canoo’s business, prospects, financial condition and operating results may be adversely affected.

Canoo anticipates applying for federal and state grants, loans and tax incentives under government programs designed to stimulate the economy and support the production of alternative fuel and EVs and related technologies. Canoo anticipates that in the future there will be new opportunities for it to apply for grants, loans and other incentives from federal, state and foreign governments. Canoo’s ability to obtain funds or incentives from government sources is subject to the availability of funds under applicable government programs and approval of Canoo’s applications to participate in such programs. The application process for these funds and other incentives will likely be highly competitive. Canoo cannot assure you that it will be successful in obtaining any of these additional grants, loans and other incentives or that Canoo’s subscription model will be eligible for certain tax or other economic incentives.

Canoo and its outsourcing partners and suppliers may rely on complex machinery for Canoo’s production, which involves a significant degree of risk and uncertainty in terms of operational performance and costs.

Canoo and its third-party outsourcing partners and suppliers may rely on complex machinery, for the production and assembly of Canoo’s EVs, which will involve a significant degree of uncertainty and risk in terms of operational performance and costs. Canoo’s facilities and the facilities of its third-party outsourcing partners and suppliers consist of large-scale machinery combining many components. These components may suffer unexpected malfunctions from time to time and will depend on repairs and spare parts to resume operations, which may not be available when needed. Unexpected malfunctions of these components may significantly affect the intended operational efficiency. Operational performance and costs can be difficult to predict and are often influenced by factors outside of Canoo’s control, such as, but not limited to, scarcity of natural resources, environmental hazards and remediation, costs associated with decommissioning of machines, labor disputes and strikes, difficulty or delays in obtaining governmental permits, damages or defects in electronic systems, industrial accidents, fire, seismic activity and natural disasters. Should

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operational risks materialize, it may result in the personal injury to or death of workers, the loss of production equipment, damage to production facilities, monetary losses, delays and unanticipated fluctuations in production, environmental damage, administrative fines, increased insurance costs and potential legal liabilities, all which could have a material adverse effect on Canoo’s business, prospects, financial condition or operating results.

If any of Canoo’s suppliers become economically distressed or go bankrupt, Canoo may be required to provide substantial financial support or take other measures to ensure supplies of components or materials, which could increase its costs, affect its liquidity or cause production disruptions.

Canoo expects to purchase various types of equipment, raw materials and manufactured component parts from its suppliers. If these suppliers experience substantial financial difficulties, cease operations, or otherwise face business disruptions, Canoo may be required to provide substantial financial support to ensure supply continuity or would have to take other measures to ensure components and materials remain available. Any disruption could affect’s Canoo’s ability to deliver EVs and could increase Canoo’s costs and negatively affect its liquidity and financial performance.

Canoo is or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future.

Canoo has entered into non-binding memoranda of understanding (“MOUs”) with certain key suppliers and development partners to form strategic alliances with such third parties, and may in the future enter into additional strategic alliances or joint ventures or minority equity investments, in each case with various third parties for the production of its EVs as well as with other collaborators with capabilities on data and analytics and engineering. There is no guarantee that any of Canoo’s MOUs would lead to any binding agreements or lasting or successful business relationships with such key suppliers and development partners. If these strategic alliances are established, they may subject Canoo to a number of risks, including risks associated with sharing proprietary information, non-performance by the third-party and increased expenses in establishing new strategic alliances, any of which may materially and adversely affect Canoo’s business. Canoo may have limited ability to monitor or control the actions of these third parties and, to the extent any of these strategic third parties suffers negative publicity or harm to their reputation from events relating to their business, Canoo may also suffer negative publicity or harm to its reputation by virtue of its association with any such third-party.

Strategic business relationships will be an important factor in the growth and success of Canoo’s business. However, there are no assurances that Canoo will be able to continue to identify or secure suitable business relationship opportunities in the future or Canoo’s competitors may capitalize on such opportunities before Canoo does. Moreover, identifying such opportunities could require substantial management time and resources, and negotiating and financing relationships involves significant costs and uncertainties. If Canoo is unable to successfully source and execute on strategic relationship opportunities in the future, its overall growth could be impaired, and its business, prospects, financial condition and operating results could be materially adversely affected.

When appropriate opportunities arise, Canoo may acquire additional assets, products, technologies or businesses that are complementary to its existing business. In addition to possible stockholder approval, Canoo may need approvals and licenses from relevant government authorities for the acquisitions and to comply with any applicable laws and regulations, which could result in increased delay and costs, and may disrupt Canoo’s business strategy if it fails to do so. Furthermore, acquisitions and the subsequent integration of new assets and businesses into Canoo’s own require significant attention from Canoo’s management and could result in a diversion of resources from Canoo’s existing business, which in turn could have an adverse effect on Canoo’s operations. Acquired assets or businesses may not generate the financial results Canoo expects. Acquisitions could result in the use of substantial amounts of cash, potentially dilutive issuances of equity securities, the occurrence of significant goodwill impairment charges, amortization expenses for other intangible assets and exposure to potential unknown liabilities of the acquired business. Moreover, the costs of identifying and consummating acquisitions may be significant.

Canoo may need to defend itself against intellectual property infringement claims or misappropriation claims, which may be time-consuming and expensive and, if adversely determined, could limit Canoo’s ability to commercialize its EVs.

Companies, organizations or individuals, including Canoo’s competitors, may own or obtain patents, trademarks or other proprietary rights that could prevent or limit Canoo’s ability to make, use, develop or deploy its EVs, which could make it more difficult for Canoo to operate its business. Canoo may receive inquiries from patent, copyright

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or trademark owners inquiring whether Canoo infringes upon their proprietary rights. Canoo may also be the subject of more formal allegations that Canoo has misappropriated such parties’ trade secrets or other proprietary rights. Companies owning patents or other intellectual property rights relating to battery packs, electric motors, fuel cells or electronic power management systems may allege infringement or misappropriation of such rights. In response to a determination that Canoo has infringed upon or misappropriated a third-party’s intellectual property rights, Canoo may be required to do one or more of the following:

•        cease development, sales or use of its products that incorporate the asserted intellectual property;

•        pay substantial damages;

•        obtain a license from the owner of the asserted intellectual property right, which license may not be available on reasonable terms or available at all; or

•        re-design one or more aspects or systems of its EVs.

A successful claim of infringement or misappropriation against Canoo could materially adversely affect its business, prospects, financial condition and operating results. Even if Canoo is successful in defending against these claims, litigation could result in substantial costs and demand on management resources.

Canoo’s business may be adversely affected if it is unable to protect its intellectual property rights from unauthorized use by third parties.

Failure to adequately protect Canoo’s intellectual property rights could result in Canoo’s competitors offering similar products, potentially resulting in the loss of some of Canoo’s competitive advantage and a decrease in its revenue, which could adversely affect Canoo’s business, prospects, financial condition and operating results. Canoo’s success depends, at least in part, on its ability to protect its core technology and intellectual property. To accomplish this, Canoo will rely on a combination of patents, trade secrets (including know-how), employee and third-party nondisclosure agreements, copyrights, trademarks, intellectual property licenses and other contractual rights to establish and protect Canoo’s rights in its technology.

The protection of Canoo’s intellectual property rights will be important to its future business opportunities. However, the measures Canoo takes to protect its intellectual property from unauthorized use by others may not be effective for various reasons, including the following:

•        as noted below, any patent applications Canoo submits may not result in the issuance of patents (and patents have not yet issued to Canoo based on its pending applications);

•        the scope of Canoo’s patents that may subsequently issue may not be broad enough to protect its proprietary rights;

•        Canoo’s issued patents may be challenged or invalidated by third parties;

•        Canoo’s employees or business partners may breach their confidentiality, non-disclosure and non-use obligations to Canoo;

•        third parties may independently develop technologies that are the same or similar to Canoo’s;

•        the costs associated with enforcing patents, confidentiality and invention agreements or other intellectual property rights may make enforcement impracticable; and

•        current and future competitors may circumvent or otherwise design around Canoo’s patents.

Patent, trademark, copyright and trade secret laws vary throughout the world. Some foreign countries do not protect intellectual property rights to the same extent as do the laws of the U.S. Further, policing the unauthorized use of Canoo’s intellectual property rights in foreign jurisdictions may be difficult. Therefore, Canoo’s intellectual property rights may not be as strong or as easily enforced outside of the U.S.

Also, while Canoo has registered and applied for trademarks in an effort to protect its investment in its brand and goodwill with customers, competitors may challenge the validity of those trademarks and other brand names in which Canoo has invested. Such challenges can be expensive and may adversely affect Canoo’s ability to maintain the goodwill gained in connection with a particular trademark.

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Canoo’s patent applications for its proprietary technology, including for its skateboard platform, may not issue, which may have a material adverse effect on Canoo’s ability to prevent others from commercially exploiting products similar to Canoo’s.

Canoo cannot be certain that it is the first inventor of the subject matter disclosure or to file a patent application for its proprietary technology, including for its skateboard platform. If another party has filed a patent application to the same or similar subject matter as Canoo has, Canoo may not be entitled to the protection sought by the patent application. Canoo also cannot be certain whether the claims included in a patent application will ultimately be allowed in the applicable issued patent. Further, the scope of protection of issued patent claims is often difficult to determine. As a result, Canoo cannot be certain that the patent applications that it files will issue, or that its issued patents will afford protection against competitors with similar technology. In addition, Canoo’s competitors may design around Canoo’s issued patents, which may adversely affect Canoo’s business, prospects, financial condition and operating results.

Waitlist reservations for subscriptions to Canoo’s service are cancellable.

Canoo’s EVs are still in development and deliveries of the Lifestyle Vehicle, Delivery Vehicle and Sport Vehicle are not expected to begin until 2022, 2023 and 2025, respectively, and may occur later or not at all. As a result, Canoo offers waitlist reservations for its consumer subscription offering that do not require financial commitment and will be cancellable without penalty. Given the anticipated lead times between waitlist reservations and the date of delivery of Canoo’s EVs, there is a heightened risk that customers who join Canoo’s waitlist may ultimately decide not to convert into binding contracts for Canoo’s subscription offering due to potential changes in customer preferences, competitive developments and other factors. As a result, no assurance can be made that reservations will not be cancelled or that reservations will result in the subscription to Canoo’s subscription offering, and any such cancellations could harm Canoo’s business, prospects, financial condition and operating results.

Canoo’s employees and independent contractors may engage in misconduct or other improper activities, which could have an adverse effect on Canoo’s business, prospects, financial condition and operating results.

Canoo is exposed to the risk that its employees and independent contractors may engage in misconduct or other illegal activity. Misconduct by these parties could include intentional, reckless or negligent conduct or other activities that violate laws and regulations, including production standards, U.S. federal and state fraud, abuse, data privacy and security laws, other similar non-U.S. laws or laws that require the true, complete and accurate reporting of financial information or data. It is not always possible to identify and deter misconduct by employees and other third parties, and the precautions Canoo takes to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting Canoo from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations. In addition, Canoo is subject to the risk that a person or government could allege such fraud or other misconduct, even if none occurred. If any such actions are instituted against Canoo, and Canoo is not successful in defending itself or asserting its rights, those actions could have a significant impact on Canoo’s business, prospects, financial condition and operating results, including, without limitation, the imposition of significant civil, criminal and administrative penalties, damages, monetary fines, disgorgement, integrity oversight and reporting obligations to resolve allegations of non-compliance, imprisonment, other sanctions, contractual damages, reputational harm, diminished profits and future earnings and curtailment of Canoo’s operations, any of which could adversely affect Canoo’s business, prospects, financial condition and operating results.

Canoo expects the majority of its business to be concentrated in certain targeted jurisdictions, putting it at risk of region-specific disruptions.

Canoo expects to initially launch its consumer subscription offering in limited jurisdictions. Accordingly, Canoo’s business and results of operations are particularly susceptible to adverse economic, regulatory, political, weather and other conditions in other markets that may become similarly concentrated. Further, as compared to Canoo’s competitors who operate on a wider geographic scale, any adverse changes or events in its targeted jurisdictions may expose Canoo’s business and results of operations to more significant risks.

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Canoo may become subject to product liability claims, including possible class action and derivative lawsuits, which could harm its financial condition and liquidity if it is not able to successfully defend or insure against such claims.

Product liability claims, even those without merit or those that do not involve Canoo’s EVs, could harm Canoo’s business, prospects, financial condition and operating results. The automobile industry in particular experiences significant product liability claims, and Canoo faces inherent risk of exposure to claims in the event Canoo’s EVs do not perform or are claimed to not have performed as expected. As is true for other EV suppliers, Canoo expects in the future that its EVs will be involved in crashes resulting in death or personal injury. Additionally, product liability claims that affect Canoo’s competitors or suppliers may cause indirect adverse publicity for Canoo and its EVs.

A successful product liability claim against Canoo could require Canoo to pay a substantial monetary award. Canoo’s risks in this area are particularly pronounced given Canoo has not deployed its EVs for consumer use to date and the limited field experience of Canoo’s EVs. Moreover, a product liability claim against Canoo or its competitors could generate substantial negative publicity about Canoo’s EVs and business and could have a material adverse effect on Canoo’s brand, business, prospects, financial condition and operating results. Canoo may self-insure against the risk of product liability claims for vehicle exposure, meaning that any product liability claims will likely have to be paid from company funds, not by insurance.

Canoo’s EVs make use of lithium-ion battery cells, which have been observed to catch fire or vent smoke and flame.

The battery packs in Canoo’s EVs use lithium-ion cells. On rare occasions, lithium-ion cells can rapidly release the energy they contain by venting smoke and flames in a manner that can ignite nearby materials as well as other lithium-ion cells. While Canoo has taken measures to enhance the safety of its battery designs, a field or testing failure of its EVs could occur in the future, which could subject Canoo to lawsuits, product recalls, or redesign efforts, all of which would be time-consuming and expensive. Also, negative public perceptions regarding the suitability of lithium-ion cells for automotive applications or any future incident involving lithium-ion cells such as a vehicle or other fire, even if such incident does not involve Canoo’s EVs, could seriously harm its business.

In addition, Canoo’s manufacturing partners and suppliers are expected to store a significant number of lithium-ion cells at their facilities. Any mishandling of battery cells may cause disruption to the operation of such facilities. A safety issue or fire related to the cells could disrupt operations or cause manufacturing delays. Such damage or injury could lead to adverse publicity and potentially a safety recall. Moreover, any failure of a competitor’s EV or energy storage product may cause indirect adverse publicity for Canoo and its EVs. Such adverse publicity could negatively affect Canoo’s brand and harm its business, prospects, financial condition and operating results.

Canoo’s business may be adversely affected by labor and union activities.

Although none of Canoo’s employees are currently represented by a labor union, it is common throughout the automobile industry generally for many employees at automobile companies to belong to a union, which can result in higher employee costs and increased risk of work stoppages. Canoo may also directly and indirectly depend upon other companies with unionized work forces, such as its manufacturing partners, parts suppliers and trucking and freight companies, and work stoppages or strikes organized by such unions could have a material adverse impact on Canoo’s business, financial condition or operating results.

Risks Related to Hennessy Capital and the Business Combination

Unless the context otherwise requires, all references in this “— Risks Related to Hennessy Capital and the Business Combination” section to “we,” “us,” or “our” refer to Hennessy Capital.

Following the consummation of the Business Combination, our only significant asset will be ownership of 100% of the Surviving Entity’s membership interests, and we do not currently intend to pay dividends on our common stock and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock.

Following the consummation of the Business Combination, we will have no direct operations and no significant assets other than the ownership of 100% of the Surviving Entity’s membership interests. We will depend on Canoo for distributions, loans and other payments to generate the funds necessary to meet our financial obligations, including our expenses as a publicly traded company, and to pay any dividends with respect to our common stock. Applicable state law and contractual restrictions, including in agreements governing the current or future indebtedness of Canoo, as well

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as the financial condition and operating requirements of Canoo, may limit our ability to obtain cash from Canoo. Thus, we do not expect to pay cash dividends on our common stock. Any future dividend payments are within the absolute discretion of our board of directors and will depend on, among other things, our results of operations, working capital requirements, capital expenditure requirements, financial condition, level of indebtedness, contractual restrictions with respect to payment of dividends, business opportunities, anticipated cash needs, provisions of applicable law and other factors that our board of directors may deem relevant. In addition, in the event that the board of directors and stockholders of the Surviving Entity were to approve a sale of all of our direct and indirect interests in Canoo, your equity interest would be in a holding company with no material assets other than those assets and other consideration received in such transaction.

There can be no assurance that New Canoo Common Stock will be approved for listing on Nasdaq or that New Canoo will be able to comply with the continued listing standards of Nasdaq.

In connection with the closing of the Business Combination, we intend to list New Canoo’s common stock and warrants on Nasdaq under the symbols “CNOO” and “CNOOW,” respectively. New Canoo’s continued eligibility for listing may depend on the number of Hennessy Capital’s shares that are redeemed. If, after the Business Combination, Nasdaq delists New Canoo’s shares from trading on its exchange for failure to meet the listing standards, New Canoo and its stockholders could face significant material adverse consequences including:

•        a limited availability of market quotations for New Canoo’s securities;

•        a determination that New Canoo Common Stock is a “penny stock” which will require brokers trading in New Canoo Common Stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for shares of New Canoo Common Stock;

•        a limited amount of analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

Subsequent to the consummation of the Business Combination, New Canoo may be required to take write-downs or write-offs, or New Canoo may be subject to restructuring, impairment or other charges that could have a significant negative effect on New Canoo’s financial condition, results of operations and the price of HCAC Class A Common Stock, which could cause you to lose some or all of your investment.

Although Hennessy Capital has conducted due diligence on Canoo, this diligence may not reveal all material issues that may be present with Canoo’s business. Factors outside of Canoo’s and outside of Hennessy Capital’s control may, at any time, arise. As a result of these factors, New Canoo may be forced to later write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in New Canoo reporting losses. Even if Hennessy Capital’s due diligence successfully identified certain risks, unexpected risks may arise, and previously known risks may materialize in a manner not consistent with Hennessy Capital’s preliminary risk analysis. Even though these charges may be non-cash items and therefore not have an immediate impact on New Canoo’s liquidity, the fact that New Canoo reports charges of this nature could contribute to negative market perceptions about New Canoo or its securities. In addition, charges of this nature may cause New Canoo to be unable to obtain future financing on favorable terms or at all.

If the Business Combination’s benefits do not meet the expectations of investors or securities analysts, the market price of Hennessy Capital’s securities or, following the Closing, New Canoo’s securities, may decline.A market for our securities may not continue, which would adversely affect the liquidity and price of our securities.

If the perceived benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of Hennessy Capital’s securities prior to the Closing may decline. The market values of New Canoo’s securities at the time of the Business Combination may vary significantly from their prices on the date the Merger Agreement was executed, the date of this proxy statement/prospectus, or the date on which Hennessy Capital’s stockholders vote on the Business Combination.

Following the Business Combination, the price of our securities may fluctuate significantly due to the market’s reaction to the Business Combination and general market and economic conditions. An active trading market for our securities following the Business Combination may never develop or, if developed, it may not be sustained. In addition, following the Business Combination, fluctuations in the price of New Canoo’s securities could contribute to

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the loss of all or part of your investment. Prior to the Business Combination, there has not been a public market for Canoo’s capital stock. Accordingly, the valuation ascribed to Canoo may not be indicative of the price that will prevail in the trading market following the Business Combination. If an active market for New Canoo’s securities develops and continues, the trading price of New Canoo’s securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond New Canoo’s control. Any of the factors listed below could have a material adverse effect on your investment in New Canoo’s securities and New Canoo’s securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of New Canoo’s securities may not recover and may experience a further decline.

Factors affecting the trading price of New Canoo’s securities may include:

•        actual or anticipated fluctuations in New Canoo’s quarterly financial results or the quarterly financial results of companies perceived to be similar to it;

•        changes in the market’s expectations about New Canoo’s operating results;

•        success of competitors;

•        New Canoo’s operating results failing to meet the expectation of securities analysts or investors in a particular period;

•        changes in financial estimates and recommendations by securities analysts concerning New Canoo or the transportation industry in general;

•        operating and share price performance of other companies that investors deem comparable to New Canoo;

•        New Canoo’s ability to market new and enhanced products and technologies on a timely basis;

•        changes in laws and regulations affecting New Canoo’s business;

•        New Canoo’s ability to meet compliance requirements;

•        commencement of, or involvement in, litigation involving New Canoo;

•        changes in New Canoo’s capital structure, such as future issuances of securities or the incurrence of additional debt;

•        the volume of New Canoo’s shares of common stock available for public sale;

•        any major change in the New Canoo Board or New Canoo’s management;

•        sales of substantial amounts of New Canoo’s shares of common stock by New Canoo’s directors, executive officers or significant stockholders or the perception that such sales could occur; and

•        general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

Broad market and industry factors may materially harm the market price of New Canoo’s securities irrespective of New Canoo’s operating performance. The stock market in general, and Nasdaq in particular, have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of New Canoo’s securities, may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar to New Canoo could depress New Canoo’s share price regardless of New Canoo’s business, prospects, financial conditions or results of operations. A decline in the market price of New Canoo’s securities also could adversely affect New Canoo’s ability to issue additional securities and New Canoo’s ability to obtain additional financing in the future.

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Following the consummation of the Business Combination, New Canoo will incur significant increased expenses and administrative burdens as a public company, which could have an adverse effect on its business, financial condition and results of operations.

Following the consummation of the Business Combination, New Canoo will face increased legal, accounting, administrative and other costs and expenses as a public company that Canoo does not incur as a private company. The Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, Public Company Accounting Oversight Board (the “PCAOB”) and the securities exchanges, impose additional reporting and other obligations on public companies. Compliance with public company requirements will increase costs and make certain activities more time-consuming. A number of those requirements will require New Canoo to carry out activities Canoo has not done previously. For example, New Canoo will create new board committees and adopt new internal controls and disclosure controls and procedures. In addition, expenses associated with SEC reporting requirements will be incurred. Furthermore, if any issues in complying with those requirements are identified (for example, if the auditors identify a material weakness or significant deficiency in the internal control over financial reporting), New Canoo could incur additional costs rectifying those issues, and the existence of those issues could adversely affect New Canoo’s reputation or investor perceptions of it. It may also be more expensive to obtain director and officer liability insurance. Risks associated with New Canoo’s status as a public company may make it more difficult to attract and retain qualified persons to serve on the New Canoo Board or as executive officers. The additional reporting and other obligations imposed by these rules and regulations will increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. These increased costs will require New Canoo to divert a significant amount of money that could otherwise be used to expand the business and achieve strategic objectives. Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.

New Canoo’s failure to timely and effectively implement controls and procedures required by Section 404(a) of the Sarbanes-Oxley Act that will be applicable to it after the Business Combination is consummated could have a material adverse effect on its business.

Canoo is currently not subject to Section 404 of the Sarbanes-Oxley Act. However, following the consummation of the Business Combination, New Canoo will be required to provide management’s attestation on internal controls commencing with Hennessy Capital’s annual report for the year ending December31, 2021 in accordance with applicable SEC guidance. The standards required for a public company under Section 404(a) of the Sarbanes-Oxley Act are significantly more stringent than those required of Canoo as a privately-held company. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable after the Business Combination. If New Canoo is not able to implement the additional requirements of Section 404(a) in a timely manner or with adequate compliance, it may not be able to assess whether its internal controls over financial reporting are effective, which may subject it to adverse regulatory consequences and could harm investor confidence and the market price of its securities.

New Canoo will qualify as an “emerging growth company” within the meaning of the Securities Act, and if it takes advantage of certain exemptions from disclosure requirements available to emerging growth companies, it could make New Canoo’s securities less attractive to investors and may make it more difficult to compare New Canoo’s performance to the performance of other public companies.

New Canoo will qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. As such, New Canoo will be eligible for and intends to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as it continues to be an emerging growth company, including, but not limited to, (a) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes- Oxley Act, (b) reduced disclosure obligations regarding executive compensation in New Canoo’s periodic reports and proxy statements and (c) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, New Canoo’s stockholders may not have access to certain information they may deem important. New Canoo will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of HCAC Class A Common Stock that are held by non-affiliates exceeds $700million as of June 30 of that fiscal year, (ii) the last day of the

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fiscal year in which it has total annual gross revenue of $1.07billion or more during such fiscal year (as indexed for inflation), (iii) the date on which it has issued more than $1billion in non-convertible debt in the prior three-year period or (iv) the last day of the fiscal year following the fifth anniversary of the date of the first sale of HCAC Class A Common Stock in the IPO. Hennessy Capital cannot predict whether investors will find New Canoo’s securities less attractive because it will rely on these exemptions. If some investors find New Canoo’s securities less attractive as a result of New Canoo’s reliance on these exemptions, the trading prices of New Canoo’s securities may be lower than they otherwise would be, there may be a less active trading market for New Canoo’s securities and the trading prices of New Canoo’s securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non- emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of New Canoo’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

The unaudited pro forma financial information included herein may not be indicative of what New Canoo’s actual financial position or results of operations would have been.

The unaudited pro forma financial information included herein is presented for illustrative purposes only and is not necessarily indicative of what New Canoo’s actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated.

Hennessy Capital’s Sponsor, officers and directors have agreed to vote in favor of the Business Combination, regardless of how the Public Stockholders vote.

Unlike many other blank check companies in which the sponsor, officers and directors agree to vote their founder shares in accordance with the majority of the votes cast by the Public Stockholders in connection with an initial business combination, Hennessy Capital’s Sponsor, officers and directors have agreed to vote any shares of HCAC Common Stock owned by them in favor of the Business Combination, including their shares of HCAC Class B Common Stock and any Public Shares purchased after our IPO (including in open market and privately negotiated transactions). As of the record date, our Sponsor, officers and directors beneficially own an aggregate of approximately 17.8% of the outstanding shares of HCAC Common Stock. Accordingly, it is more likely that the necessary stockholder approval will be received than would be the case if such persons agreed to vote their shares of HCAC Common Stock in accordance with the majority of the votes cast by the Public Stockholders.

Hennessy Capital may not be able to consummate an initial business combination within the required time period, in which case it would cease all operations except for the purpose of winding up and it would redeem the Public Shares and liquidate, in which case the Public Stockholders may only receive $10.10 per share, or less than such amount in certain circumstances, and the Public Warrants will expire worthless.

The Existing Charter provides that it must complete an initial business combination by December31, 2020. Hennessy Capital may not be able to complete an initial business combination by such date. If Hennessy Capital has not completed an initial business combination prior to December31, 2020 (or successfully obtained stockholder approval of an extension prior to such date) it will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to Hennessy Capital to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish the Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,

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subject to the approval of Hennessy Capital’s remaining stockholders and the HCAC Board, dissolve and liquidate, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such case, the Public Stockholders may only receive $10.10 per share, and the Public Warrants will expire worthless. In certain circumstances, the Public Stockholders may receive less than $10.10 per share on the redemption of their shares.

Hennessy Capital’s Sponsor, directors, officers, advisors and their affiliates may elect to purchase shares or warrants from Public Stockholders, which may influence the vote on the Business Combination and reduce the public “float” of HCAC Class A Common Stock.

Hennessy Capital’s Sponsor, directors, officers, advisors or their affiliates may purchase Public Shares or Public Warrants or a combination thereof in privately negotiated transactions or in the open market either prior to or following the completion of the Business Combination, although they are under no obligation to do so. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Public Shares or Public Warrants in such transactions.

Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of Hennessy Capital shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that Hennessy Capital’s Sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from Public Stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. The purpose of such purchases could be to vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining stockholder approval of the Business Combination. The purpose of any such purchases of Public Warrants could be to reduce the number of Public Warrants outstanding or to vote such warrants on any matters submitted to the warrantholders for approval in connection with the Business Combination. Any such purchases of Hennessy Capital securities may result in the completion the Business Combination, which may not otherwise have been possible. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

In addition, if such purchases are made, the public “float” of HCAC Class A Common Stock or Public Warrants and the number of beneficial holders of Hennessy Capital securities may be reduced, possibly making it difficult to maintain the quotation, listing or trading of Hennessy Capital securities on a national securities exchange.

If a stockholder fails to receive notice of Hennessy Capital’s offer to redeem the Public Shares in connection with the Business Combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

Hennessy Capital will comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with the Business Combination. Despite Hennessy Capital’s compliance with these rules, if a stockholder fails to receive Hennessy Capital’s tender offer or proxy materials, as applicable, such stockholder may not become aware of the opportunity to redeem its shares. In addition, proxy materials or tender offer documents, as applicable, that Hennessy Capital will furnish to holders of the Public Shares in connection with the Business Combination will describe the various procedures that must be complied with in order to validly tender or redeem Public Shares. For example, Hennessy Capital may require the Public Stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to Hennessy Capital’s transfer agent prior to the date set forth in the tender offer documents mailed to such holders, or up to two business days prior to the vote on the proposal to approve the Business Combination in the event Hennessy Capital distributes proxy materials, or to deliver their shares to the transfer agent electronically. In the event that a stockholder fails to comply with these or any other procedures, its shares may not be redeemed.

The future exercise of registration rights may adversely affect the market price of our common stock.

Certain of our shareholders will have registration rights for restricted securities. We are obligated to register certain securities, including all of the shares of HCAC Class B Common Stock held by the Founders and the Anchor Investor, the Private Placement Warrants, shares of HCAC Class A Common Stock received by certain significant

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Canoo equity holders as part of the Business Combination and the PIPE Shares. We are obligated to (i) file a resale “shelf” registration statement to register such securities (and any shares of New Canoo Common Stock into which they may be exercised following the consummation of the Business Combination) within 15 business days after of the Closing and (ii) use reasonable best efforts to cause such registration statement to be declared effective by the SEC as soon as reasonably practicable after the filing. Sales of a substantial number of shares of common stock pursuant to the resale registration statement in the public market could occur at any time the registration statement remains effective. In addition, certain registration rights holders can request underwritten offerings to sell their securities. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock.

Warrants will become exercisable for our common stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.

Outstanding Public Warrants to purchase an aggregate of 22,511,250shares of our common stock will become exercisable on the later of 30 days after the completion of the Business Combination or 12months from the consummation of our IPO. Each warrant entitles the holder thereof to purchase one share of HCAC Class A Common Stock at a price of $11.50 per whole share, subject to adjustment. Warrants may be exercised only for a whole number of shares of HCAC Class A Common Stock. To the extent such warrants are exercised, additional shares of our common stock will be issued, which will result in dilution to the then existing holders of common stock of Canoo and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of our common stock.

Our Public Stockholders will experience immediate dilution due to the issuance of shares of HCAC Class Common Stock to Canoo equity holders in the Business Combination and may experience additional dilution as a consequence of certain transactions, including the issuance of shares of HCAC common stock in the PIPE Financing. Having a minority share position may reduce the influence that our current stockholders have on the management of Canoo.

It is anticipated that, following the completion of the Business Combination and assuming (for illustrative purposes) no redemptions of our outstanding public shares beyond the 211,561shares redeemed in August 2020 in connection with the Extension Amendment, Hennessy Capital’s existing stockholders, including our Sponsor, will retain an ownership interest of 15.3% of New Canoo, Canoo equity holders will own 71.5% of our outstanding common stock and the PIPE Investors will own approximately 13.2% of our outstanding common stock. These relative percentages assume that Hennessy Capital receives $323,250,000 in cash proceeds from the PIPE Financing. In addition, if any of Hennessy Capital’s stockholders exercise their redemption rights, the ownership interest in Hennessy Capital of Hennessy Capital’s Public Stockholders will decrease and the ownership interest in Hennessy Capital of our Founders, including our Sponsor, will increase. To the extent that any of the HCAC Warrants are converted into HCAC Common Stock or any Earnout Shares are issued, current stockholders may experience substantial dilution. Such dilution could, among other things, limit the ability of our current stockholders to influence management of New Canoo through the election of directors following the Business Combination.

Neither Hennessy Capital nor its stockholders will have the protection of any indemnification, escrow, price adjustment or other provisions that allow for a post-closing adjustment to be made to the total merger consideration in the event that any of the representations and warranties made by Canoo in the Merger Agreement ultimately proves to be inaccurate or incorrect.

The representations and warranties made by Canoo and Hennessy Capital to each other in the Merger Agreement will not survive the consummation of the Business Combination. As a result, Hennessy Capital and its stockholders will not have the protection of any indemnification, escrow, price adjustment or other provisions that allow for a post-closing adjustment to be made to the total merger consideration if any representation or warranty made by Canoo in the Merger Agreement proves to be inaccurate or incorrect. Accordingly, to the extent such representations or warranties are incorrect, Hennessy Capital would have no indemnification claim with respect thereto and its financial condition or results of operations could be adversely affected.

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We may waive one or more of the conditions to the Business Combination.

We may agree to waive, in whole or in part, some of the conditions to our obligations to complete the Business Combination, to the extent permitted by the Existing Charter and applicable laws. For example, it is a condition to our obligations to close the Business Combination that certain of Canoo’s representations and warranties are true and correct in all respects as of the closing date, except where the failure of such representants and warranties to be true and correct, taken as a whole, does not result in a material adverse effect. However, if our board of directors determines that it is in our stockholders’ best interest to waive any such breach, then the board may elect to waive that condition and close the Business Combination. We are not able to waive the condition that our stockholders approve the Business Combination.

Hennessy Capital’s ability to successfully effect the Business Combination and New Canoo’s ability to successfully operate the business thereafter will be largely dependent upon the efforts of certain key personnel of Canoo, all of whom Hennessy Capital expects to stay with New Canoo following the Closing. The loss of such key personnel could negatively impact the operations and financial results of the combined business.

Hennessy Capital’s ability to successfully effect the Business Combination and New Canoo’s ability to successfully operate the business following the Closing is dependent upon the efforts of certain key personnel of Canoo. Although Hennessy Capital expects key personnel to remain with New Canoo following the Business Combination, there can be no assurance that they will do so. It is possible that Canoo will lose some key personnel, the loss of which could negatively impact the operations and profitability of New Canoo. Furthermore, following the Closing, certain of the key personnel of Canoo may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause New Canoo to have to expend time and resources helping them become familiar with such requirements.

The HCAC Board did not obtain a fairness opinion in determining whether or not to proceed with the Business Combination and, as a result, the terms may not be fair from a financial point of view to the Public Stockholders.

In analyzing the Business Combination, the HCAC Board conducted significant due diligence on Canoo. For a complete discussion of the factors utilized by the HCAC Board in approving the Business Combination, see the section entitled, “The Business Combination — Hennessy Capital’s Board of Directors’ Reasons for the Approval of the Business Combination.” The HCAC Board believes because of the financial skills and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to its stockholders and that Canoo’s fair market value was at least 80% of Hennessy Capital’s net assets (excluding any taxes payable on interest earned).

Notwithstanding the foregoing, the HCAC Board did not obtain a fairness opinion to assist it in its determination. Accordingly, the HCAC Board may be incorrect in its assessment of the Business Combination.

Hennessy Capital does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for Hennessy Capital to complete the Business Combination with which a substantial majority of Hennessy Capital’s stockholders do not agree.

The Existing Charter does not provide a specified maximum redemption threshold, except that in no event will Hennessy Capital redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of the Business Combination and after payment of underwriters’ fees and commissions (such that Hennessy Capital is not subject to the SEC’s “penny stock” rules). As a result, Hennessy Capital may be able to complete the Business Combination even if a substantial majority of the Public Stockholders do not agree with the Business Combination and have redeemed their shares. In the event the aggregate cash consideration Hennessy Capital would be required to pay for all shares of HCAC Class A Common Stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the Business Combination exceed the aggregate amount of cash available to Hennessy Capital, Hennessy Capital will not complete the Business Combination or redeem any shares, all shares of HCAC Class A Common Stock submitted for redemption will be returned to the holders thereof, and Hennessy Capital instead may search for an alternate business combination.

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Public Stockholders will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate their investment, therefore, Public Stockholders may be forced to sell their Public Shares or Public Warrants, potentially at a loss.

Public Stockholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of: (i) Hennessy Capital’s completion of an initial business combination, and then only in connection with those shares of HCAC Class A Common Stock that such Public Stockholder properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Existing Charter (A) to modify the substance or timing of Hennessy Capital’s obligation to redeem 100% of the Public Shares if Hennessy Capital does not complete an initial business combination by December31, 2020 or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) the redemption of the Public Shares if Hennessy Capital is unable to complete an initial business combination by December31, 2020, subject to applicable law and as further described herein. In no other circumstances will a Public Stockholder have any right or interest of any kind in the Trust Account. Holders of Public Warrants will not have any right to the proceeds held in the Trust Account with respect to the Public Warrants. Accordingly, to liquidate their investment, Public Shareholders may be forced to sell their Public Shares or Public Warrants, potentially at a loss.

If a stockholder or a “group” of stockholders are deemed to hold in excess of 15% of the issued and outstanding shares of HCAC Class A Common Stock, such stockholder or group will lose the ability to redeem all such shares in excess of 15% of the issued and outstanding shares of HCAC Class A Common Stock.

The Existing Charter provides that a Public Stockholder, individually or together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to an aggregate of more than 15% of the shares of common stock sold in the IPO without Hennessy Capital’s prior written consent. The inability of a stockholder to redeem an aggregate of more than 15% of the shares of common stock sold in the IPO will reduce its influence over Hennessy Capital’s ability to consummate its initial business combination and such stockholder could suffer a material loss on its investment in Hennessy Capital if it sells such excess shares in open market transactions. As a result, such stockholders will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell its shares in open market transaction, potentially at a loss.

If third parties bring claims against Hennessy Capital, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than $10.10 per share.

Hennessy Capital’s placing of funds in the Trust Account may not protect those funds from third-party claims against Hennessy Capital. Although Hennessy Capital has sought to have all vendors, service providers, prospective target businesses and other entities with which it does business (except its independent registered accounting firm) execute agreements with Hennessy Capital waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of the Public Stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against Hennessy Capital’s assets, including the funds held in the Trust Account. If any third-party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, Hennessy Capital’s management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third-party that has not executed a waiver if management believes that such third-party’s engagement would be significantly more beneficial to Hennessy Capital than any alternative. Hennessy Capital is not aware of any product or service providers who have not or will not provide such waiver other than the underwriters of its initial public offering and Hennessy Capital’s independent registered public accounting firm.

Examples of possible instances where Hennessy Capital may engage a third-party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with Hennessy Capital and will not seek recourse against the Trust Account for any reason. Upon redemption of the Public Shares, if Hennessy Capital is unable to complete its initial business

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combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with its initial business combination, Hennessy Capital will be required to provide for payment of claims of creditors that were not waived that may be brought against Hennessy Capital within the 10 years following redemption. Accordingly, the per-share redemption amount received by Public Stockholders could be less than the $10.10 per share initially held in the Trust Account, due to claims of such creditors. Pursuant to a letter agreement, the Sponsor has agreed that it will be liable to Hennessy Capital if and to the extent any claims by a third-party for services rendered or products sold to us, or a prospective target business with which Hennessy Capital has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.10 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third-party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under Hennessy Capital’s indemnity of the underwriters of Hennessy Capital’s initial public offering against certain liabilities, including liabilities under the Securities Act. However, Hennessy Capital has not asked the Sponsor to reserve for such indemnification obligations, nor has Hennessy Capital independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of Hennessy Capital. Therefore, Hennessy Capital cannot assure you that the Sponsor would be able to satisfy those obligations. None of Hennessy Capital’s officers or directors will indemnify Hennessy Capital for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Hennessy Capital’s directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to the Public Shareholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.10 per public share and (ii) the actual amount per share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.10 per share due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, Hennessy Capital’s independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations.

While Hennessy Capital currently expects that its independent directors would take legal action on its behalf against the Sponsor to enforce its indemnification obligations to Hennessy Capital, it is possible that Hennessy Capital’s independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If Hennessy Capital’s independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to the Public Stockholders may be reduced below $10.10 per share.

Hennessy Capital may not have sufficient funds to satisfy indemnification claims of its directors and executive officers.

Hennessy Capital has agreed to indemnify its officers and directors to the fullest extent permitted by law. However, Hennessy Capital’s officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account and not to seek recourse against the Trust Account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by Hennessy Capital only if (i) Hennessy Capital has sufficient funds outside of the Trust Account or (ii) Hennessy Capital consummates an initial business combination. Hennessy Capital’s obligation to indemnify its officers and directors may discourage stockholders from bringing a lawsuit against its officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against Hennessy Capital’s officers and directors, even though such an action, if successful, might otherwise benefit Hennessy Capital and its stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent Hennessy Capital pays the costs of settlement and damage awards against its officers and directors pursuant to these indemnification provisions.

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If, after Hennessy Capital distributes the proceeds in the Trust Account to the Public Stockholders, it files a bankruptcy petition or an involuntary bankruptcy petition is filed against Hennessy Capital that is not dismissed, a bankruptcy court may seek to recover such proceeds, and Hennessy Capital and its board may be exposed to claims of punitive damages.

If, after Hennessy Capital distributes the proceeds in the Trust Account to its stockholders, it files a bankruptcy petition or an involuntary bankruptcy petition is filed against Hennessy Capital that is not dismissed, any distributions received by Hennessy Capital’s stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by Hennessy Capital’s stockholders. In addition, the HCAC Board may be viewed as having breached its fiduciary duty to its creditors and/or having acted in bad faith, thereby exposing itself and Hennessy Capital to claims of punitive damages, by paying Hennessy Capital’s stockholders from the Trust Account prior to addressing the claims of creditors.

If, before distributing the proceeds in the Trust Account to the Public Stockholders, Hennessy Capital files a bankruptcy petition or an involuntary bankruptcy petition is filed against Hennessy Capital that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of Hennessy Capital’s stockholders and the per-share amount that would otherwise be received by Hennessy Capital’s stockholders in connection with Hennessy Capital’s liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to the Public Stockholders, Hennessy Capital files a bankruptcy petition or an involuntary bankruptcy petition is filed against Hennessy Capital that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in Hennessy Capital’s bankruptcy estate and subject to the claims of third parties with priority over the claims of Hennessy Capital’s stockholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by Hennessy Capital’s stockholders in connection with Hennessy Capital’s liquidation may be reduced.

Hennessy Capital stockholders may be held liable for claims by third parties against Hennessy Capital to the extent of distributions received by them upon redemption of their shares.

Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of the Trust Account distributed to the Public Stockholders upon the redemption of the Public Shares in the event Hennessy Capital does not complete an initial business combination by December31, 2020 may be considered a liquidating distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, it is Hennessy Capital’s intention to redeem the Public Shares as soon as reasonably possible following December31, 2020 in the event it does not complete its initial business combination and, therefore, Hennessy Capital does not intend to comply with the foregoing procedures.

Because Hennessy Capital will not be complying with Section 280, Section 281(b) of the DGCL requires Hennessy Capital to adopt a plan, based on facts known to Hennessy Capital at such time that will provide for Hennessy Capital’s payment of all existing and pending claims or claims that may be potentially brought against Hennessy Capital within the 10 years following its dissolution. However, because Hennessy Capital is a blank check company, rather than an operating company, and Hennessy Capital’s operations are limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from Hennessy Capital’s vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. If Hennessy Capital’s plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. Hennessy Capital cannot assure you that it will properly assess all claims that may be potentially brought against us. As such, Hennessy Capital’s stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of Hennessy Capital’s stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of the Trust Account distributed to the Public Stockholders upon the redemption of the Public Shares in the event Hennessy Capital

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does not complete an initial business combination by December31, 2020 is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a party may bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.

Hennessy Capital’s Sponsor, officers and directors have potential conflicts of interest in recommending that stockholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in this proxy statement/prospectus.

When considering the HCAC Board’s recommendation that Hennessy Capital’s stockholders vote in favor of the approval of the Business Combination Proposal, Hennessy Capital’s stockholders should be aware that certain of Hennessy Capital’s Sponsor, executive officers and directors have interests in the Business Combination that may be different from or in addition to (and which may conflict with) the interests of Hennessy Capital’s stockholders. These interests include:

•        the beneficial ownership of the Sponsor and certain of Hennessy Capital’s board of directors and officers of an aggregate of 6,631,820shares of HCAC Class B Common Stock, which were acquired for an aggregate purchase price of $25,000 prior to the IPO, and 11,739,394 Private Placement Warrants, which were acquired for an aggregate purchase price of $11,739,394 simultaneously with the consummation of the IPO, which shares and warrants would become worthless if Hennessy Capital does not complete a business combination within the applicable time period, as the Founders have waived any redemption right with respect to these shares. Such shares and warrants have an aggregate market value of approximately $68.4million and $16.7million, respectively, based on the closing price of HCAC Class A Common Stock of $10.31 and Public Warrants of $1.42 on Nasdaq on October27, 2020, the record date for the special meeting of stockholders. Each of our officers and directors is a member of the Sponsor. Hennessy Capital LLC is the managing member of the Sponsor and has voting and investment discretion with respect to the common stock held by the Sponsor. Daniel J. Hennessy is the manager of Hennessy Capital LLC;

•        as compensation for his services rendered to Hennessy Capital prior to the Business Combination, Mr.Ethridge, Hennessy Capital’s President and Chief Operating Officer, will receive a $500,000 cash payment upon the successful completion of its initial business combination;

•        the anticipated continuation of Greg Ethridge, Hennessy Capital’s President, Chief Operating Officer and director, as a director of New Canoo;

•        Hennessy Capital SPV II LLC, an entity controlled by Daniel J. Hennessy, has entered into a Subscription Agreement as part of the PIPE Financing for the purchase of 500,000 PIPE Shares for an aggregate purchase price of $5.0million;

•        the continued indemnification of current directors and officers of Hennessy Capital and the continuation of directors’ and officers’ liability insurance after the Business Combination;

•        the fact that our Sponsor, officers and directors will be reimbursed for out-of-pocket expenses incurred in connection with activities on our behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations; and

•        the fact that our Sponsor, officers and directors will lose their entire investment in us if an initial business combination is not completed.

These interests may influence Hennessy Capital’s directors in making their recommendation that you vote in favor of the Business Combination Proposal, and the transactions contemplated thereby. These interests were considered by the HCAC Board when it approved the Business Combination.

Concentration of ownership after the Business Combination may have the effect of delaying or preventing a change in control.

It is anticipated that, following the completion of the Business Combination and assuming (for illustrative purposes) redemptions of approximately 100% of our outstanding public shares, Hennessy Capital’s initial stockholders, including our Sponsor, will retain an ownership interest of 15.3% of New Canoo and Canoo equity holders will own 71.5% of our outstanding common stock. As a result, Canoo equity holders may have the ability to determine the

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outcome of corporate actions of New Canoo requiring stockholder approval. This concentration of ownership may have the effect of delaying or preventing a change in control and might adversely affect the market price of our common stock. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

We may not be able to complete the PIPE Financing in connection with the Business Combination.

We may not be able to complete the PIPE Financing on terms that are acceptable to us, or at all. If we do not complete the PIPE Financing, we may not be able to complete the Business Combination. The terms of any alternative financing may be more onerous to New Canoo than the PIPE Financing, and we may be unable to obtain alternative financing on terms that are acceptable to us, or at all. If we do not complete the PIPE Financing, and do not obtain alternative financing, we may not be able to complete the Business Combination. The failure to secure additional financing could have a material adverse effect on the continued development or growth of New Canoo. None of our officers, directors or stockholders is required to provide any financing to us in connection with or after the Business Combination.

Hennessy Capital may amend the terms of the HCAC Warrants in a manner that may be adverse to holders of Public Warrants with the approval by the holders of at least 65% of the then outstanding HCAC Warrants. As a result, the exercise price of the HCAC Warrants could be increased, the exercise period could be shortened and the number of shares of HCAC Class A Common Stock purchasable upon exercise of an HCAC Warrant could be decreased, all without your approval.

The HCAC Warrants were issued in registered form under the HCAC Warrant Agreement between Continental Stock Transfer & Trust Company, as warrant agent, and Hennessy Capital. The HCAC Warrant Agreement provides that the terms of the HCAC Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 65% of the then outstanding HCAC Warrants to make any change that adversely affects the interests of the registered holders of the Public Warrants. Accordingly, Hennessy Capital may amend the terms of the Public Warrants in a manner adverse to a holder if holders of at least 65% of the then outstanding HCAC Warrants approve of such amendment. Although Hennessy Capital’s ability to amend the terms of the Public Warrants with the consent of at least 65% of the then outstanding HCAC Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the HCAC Warrants, convert the HCAC Warrants into cash or stock, shorten the exercise period or decrease the number of shares of HCAC Class A Common Stock purchasable upon exercise of an HCAC Warrant.

Hennessy Capital may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your HCAC Warrants worthless.

Hennessy Capital has the ability to redeem outstanding HCAC Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of HCAC Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which Hennessy Capital gives proper notice of such redemption and provided certain other conditions are met. If and when the HCAC Warrants become redeemable by Hennessy Capital, Hennessy Capital may not exercise its redemption right if the issuance of shares of common stock upon exercise of the HCAC Warrants is not exempt from registration or qualification under applicable state blue sky laws or Hennessy Capital is unable to effect such registration or qualification. Hennessy Capital will use its best efforts to register or qualify such shares of common stock under the blue sky laws of the state of residence in those states in which the HCAC Warrants were offered by Hennessy Capital in its initial public offering. Redemption of the outstanding HCAC Warrants could force you (i) to exercise your HCAC Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your HCAC Warrants at the then-current market price when you might otherwise wish to hold your HCAC Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding HCAC Warrants are called for redemption, is likely to be substantially less than the market value of your HCAC Warrants. None of the Private Placement Warrants will be redeemable by Hennessy Capital so long as they are held by the Sponsor, the Anchor Investor or their permitted transferees.

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There is uncertainty regarding the U.S. federal income tax consequences of the redemption to the holders of HCAC Class A Common Stock.

There is some uncertainty regarding the U.S. federal income tax consequences to holders of HCAC Class A Common Stock who exercise their redemption rights. The uncertainty of tax consequences relates primarily to the individual circumstances of the taxpayer and include (i) whether the redemption results in a dividend, taxable as ordinary income, or a sale, taxable as capital gain, and (ii) whether such capital gain is “long-term” or “short-term.” Whether the redemption qualifies for sale treatment, resulting in taxation as capital gain rather than ordinary income, will depend largely on whether the holder owns (or is deemed to own) any shares of HCAC Class A Common Stock following the redemption, and if so, the total number of shares of HCAC Class A Common Stock held by the holder both before and after the redemption relative to all shares of HCAC Class A Common Stock outstanding both before and after the redemption. The redemption generally will be treated as a sale, rather than a dividend, if the redemption (i) is “substantially disproportionate” with respect to the holder, (ii) results in a “complete termination” of the holder’s interest in Hennessy Capital or (iii) is “not essentially equivalent to a dividend” with respect to the holder. Due to the personal and subjective nature of certain of such tests and the absence of clear guidance from the IRS, there is uncertainty as to whether a holder who elects to exercise its redemption rights will be taxed on any gain from the redemption as ordinary income or capital gain. See the section entitled “Certain U.S. Federal Income Tax Considerations of the Redemption and the Business Combination.”

We may issue additional shares of common stock or preferred shares under an employee incentive plan upon or after consummation of the Business Combination, which would dilute the interest of our stockholders.

Our Existing Charter authorizes the issuance of up to 100,000,000shares of HCAC Class A Common Stock, par value $0.0001 per share, 10,000,000shares of HCAC Class B Common Stock, par value $0.0001 per share, and 1,000,000shares of preferred stock, par value $0.0001 per share. There are currently 34,103,811 and 2,496,250 authorized but unissued shares of HCAC Class A Common Stock and HCAC Class B Common Stock, respectively, available for issuance, which amount takes into account the shares of HCAC Class A Common Stock reserved for issuance upon exercise of outstanding warrants but not the shares of HCAC Class A Common Stock issuable upon conversion of HCAC Class B Common Stock. There are currently no shares of preferred stock issued and outstanding. Shares of HCAC Class B Common Stock are convertible into shares of HCAC Class A Common Stock initially at a one-for-one ratio but subject to adjustment as set forth herein, including in certain circumstances in which we issue HCAC Class A Common Stock or equity-linked securities related to our initial business combination.

We may issue a substantial number of additional shares of common or preferred stock under an employee incentive plan after consummation of the Business Combination (although our Existing Charter provides that we may not issue securities that can vote with common stockholders on matters related to our pre-initial business combination activity). We may also issue shares of HCAC Class A Common Stock upon conversion of the HCAC Class B Common Stock at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained in our Existing Charter. However, our Existing Charter provides, among other things, that prior to our initial business combination, we may not issue additional shares of capital stock that would entitle the holders thereof to (i) receive funds from the Trust Account or (ii) vote on any initial business combination. These provisions of our Existing Charter, like all provisions of our Existing Charter, may be amended with the approval of our stockholders. However, our executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our Existing Charter (A) to modify the substance or timing of our obligation to redeem 100% of the Public Shares if we do not complete our initial business combination by December31, 2020 or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless we provide the Public Stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest will be net of taxes payable), divided by the number of then outstanding Public Shares.

We may issue a substantial number of additional shares of common stock or shares of preferred stock under an employee incentive plan upon or after consummation of the Business Combination. However, our Existing Charter provides that we may not issue any additional shares of capital stock that would entitle the holders thereof to receive

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funds from the Trust Account or vote as a class with the Public Shares on an initial business combination. Although no such issuance will affect the per share amount available for redemption from the Trust Account, the issuance of additional common stock or preferred shares:

The issuance of additional shares of common or preferred stock:

•        may significantly dilute the equity interest of investors;

•        may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded our common stock;

•        could cause a change of control if a substantial number of shares of our common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and

•        may adversely affect prevailing market prices for our HCAC Units, HCAC Class A Common Stock and/or HCAC Warrants.

Our Existing Charter requires, to the fullest extent permitted by law, that derivative actions brought in our name, actions against our directors, officers, other employees or stockholders for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel, which may have the effect of discouraging lawsuits against our directors, officers, other employees or stockholders.

Our Existing Charter requires, to the fullest extent permitted by law, that derivative actions brought in our name, actions against our directors, officers, other employees or stockholders for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel except any action (A) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction, or (D) any action arising under the Securities Act, as to which the Court of Chancery and the federal district court for the District of Delaware will have concurrent jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of and consented to the forum provisions in our Existing Charter. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder. However, there is no assurance that a court would enforce the choice of forum provision contained in our Existing Charter. If a court were to find such provision to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.

Our Existing Charter provides that the exclusive forum provision will be applicable to the fullest extent permitted by applicable law. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.

Because we have no current plans to pay cash dividends on HCAC Class A Common Stock for the foreseeable future, you may not receive any return on investment unless you sell HCAC Class A Common Stock for a price greater than that which you paid for it.

We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of the HCAC Board and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that the

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HCAC Board may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. As a result, you may not receive any return on an investment in HCAC Class A Common Stock unless you sell HCAC Class A Common Stock for a price greater than that which you paid for it. See the section entitled “Ticker Symbol, Market Price, and Dividend Policy.”

If, following the Business Combination, securities or industry analysts do not publish or cease publishing research or reports about New Canoo, its business, or its market, or if they change their recommendations regarding New Canoo’s securities adversely, the price and trading volume of New Canoo’s securities could decline.

The trading market for New Canoo’s securities will be influenced by the research and reports that industry or securities analysts may publish about New Canoo, its business, market or competitors. Securities and industry analysts do not currently, and may never, publish research on New Canoo. If no securities or industry analysts commence coverage of New Canoo, New Canoo’s share price and trading volume would likely be negatively impacted. If any of the analysts who may cover New Canoo change their recommendation regarding New Canoo’s shares of common stock adversely, or provide more favorable relative recommendations about New Canoo’s competitors, the price of New Canoo’s shares of common stock would likely decline. If any analyst who may cover New Canoo were to cease coverage of New Canoo or fail to regularly publish reports on it, New Canoo could lose visibility in the financial markets, which in turn could cause its share price or trading volume to decline.

Anti-takeover provisions contained in the Proposed Charter and bylaws, as well as provisions of Delaware law, could impair a takeover attempt.

The Proposed Charter and proposed amended and restated bylaws contain provisions that could have the effect of delaying or preventing changes in control or changes in our management without the consent of our board of directors. These provisions include:

•        no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

•        the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of the board of directors or the resignation, death, or removal of a director with or without cause by stockholders, which prevents stockholders from being able to fill vacancies on our board of directors;

•        the ability of our board of directors to determine whether to issue shares of our preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

•        a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;

•        the requirement that a special meeting of stockholders may be called only by the chairperson of the board of directors, the chief executive officer, the board of directors, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors;

•        limiting the liability of, and providing indemnification to, our directors and officers;

•        controlling the procedures for the conduct and scheduling of stockholder meetings;

•        providing for a staggered board, in which the members of the board of directors are divided into three classes to serve for a period of three years from the date of their respective appointment or election;

•        granting the ability to remove directors with cause by the affirmative vote of a majority in voting power of the outstanding shares of Company common stock entitled to vote thereon;

•        requiring the affirmative vote of at least 66-2/3% of the voting power of the outstanding shares of capital stock of New Canoo entitled to vote generally in the election of directors, voting together as a single class, to amend the proposed amended and restated bylaws or Articles V, VI, VII and VIII of the Proposed Charter; and

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•        advance notice procedures that stockholders must comply with in order to nominate candidates to the New Canoo Board or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of New Canoo.

These provisions, alone or together, could delay hostile takeovers and changes in control of New Canoo or changes in the New Canoo Board and New Canoo’s management.

As a Delaware corporation, we are also subject to provisions of Delaware law, including Section 203 of the DGCL, which prevents some stockholders holding more than 15% of our outstanding common stock from engaging in certain business combinations without approval of the holders of substantially all of New Canoo Common Stock. Any provision of Proposed Charter or bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock and could also affect the price that some investors are willing to pay for our common stock.

The Subscription Agreements for the PIPE Financing include a jury trial waiver that could limit a PIPE Investor’s ability to bring or demand a jury trial in connection with any litigation pursuant to the Subscription Agreements.

The Subscription Agreements for the PIPE Financing contain a provision pursuant to which the parties waive their respective rights to a trial by jury in connection with any litigation pursuant to the Subscription Agreements. This jury trial waiver does not apply to subsequent secondary purchasers of the shares of HCAC Class A Common Stock issued and sold pursuant to the Subscription Agreements nor does it apply to any of our other stockholders. Further, this jury trial waiver does not apply to the PIPE Investors in respect of any claim or cause of action not in connection with any litigation pursuant to the Subscription Agreements.

If we opposed a jury trial demand based on the jury trial waiver, the appropriate court would determine whether the waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable state and federal law, including in respect of federal securities laws claims. To our knowledge, the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by the United States Supreme Court. However, we believe that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the New York, which govern our Subscription Agreements.

In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether a party knowingly, intelligently and voluntarily waived the right to a jury trial. We believe that this is the case with respect to our Subscription Agreements. Nevertheless, if this contractual pre-dispute jury trial waiver provision is not permitted by applicable law, an action could proceed under the terms of the Subscription Agreements with a jury trial. No condition, stipulation or provision of the Subscription Agreements serves as a waiver by any PIPE Investor or by us of compliance with the federal securities laws.

This waiver of jury trial provision may limit a PIPE Investor’s ability to bring or demand a jury trial in connection with any litigation pursuant to the applicable Subscription Agreement, which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the waiver of jury trial provision contained in the Subscription Agreements to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action, which could harm our business, operating results and financial condition.

Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.

We depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. As an early stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial loss.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Defined terms included below have the same meaning as terms defined and included elsewhere in this proxy statement/prospectus.

The following unaudited pro forma condensed combined financial statements give effect to the Business Combination as described in the section entitled “The Merger Agreement and Plan of Reorganization” under the acquisition method of accounting in accordance with Financial Accounting Standards Board (FASB) Accounting Standard Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). Operations prior to the Business Combination will be presented in future financial reports as those of Canoo. The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Hennessy Capital will be treated as the “acquired” company for financial reporting purposes. For accounting purposes, Canoo will be deemed to be the accounting acquirer in the transaction and, consequently, the transaction will be treated as a recapitalization of Canoo (i.e., a capital transaction involving the issuance of stock by Hennessy Capital for the stock of Canoo). Accordingly, the consolidated assets, liabilities and results of operations of Canoo will become the historical financial statements of New Canoo, and Hennessy Capital’s assets, liabilities and results of operations will be consolidated with Canoo beginning on the acquisition date. The net assets of Hennessy Capital will be recognized at historical cost (which is expected to be consistent with carrying value), with no goodwill or other intangible assets recorded.

Canoo has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

•        Canoo’s business will comprise the ongoing operations of the combined company immediately following the consummation of the Business Combination, which we refer to herein as “New Canoo;”

•        Canoo’s senior management will serve as senior management of New Canoo;

•        Canoo’s existing shareholders will have the greatest voting interest in New Canoo and a majority interest under both the no redemption and maximum redemption scenarios (holding approximately 71.5% and 81.5% of the total shares outstanding of New Canoo under the no redemption and maximum redemption scenarios, respectively);

•        Canoo’s existing directors and individuals designated by, or representing, Canoo’s existing shareholders will constitute at least four of the seven members of the initial New Canoo Board following the consummation of the Business Combination;

•        Canoo’s existing shareholders will have the ability to control decisions regarding election and removal of directors from the New Canoo Board; and

•        New Canoo will continue to operate under the Canoo tradename and the headquarters of New Canoo will be Canoo’s existing headquarters.

Other factors were considered, including the purpose and intent of the Business Combination, noting that the preponderance of evidence as described above is indicative that Canoo is the accounting acquirer in the Business Combination.

The historical consolidated financial information has been adjusted in these unaudited pro forma condensed combined financial statements to give effect to pro forma events that are (1) directly attributable to the Business Combination, (2) factually supportable and (3) with respect to the statements of operations, expected to have a continuing impact on the post-combination company. The unaudited pro forma condensed combined balance sheet is based upon Canoo’s and Hennessy Capital’s unaudited historical condensed consolidated balance sheets as of September30, 2020 and has been prepared to reflect the Business Combination as if it occurred on September30, 2020. The unaudited pro forma condensed combined statement of operations for the nine months ended September30, 2020 combines the unaudited historical condensed consolidated results of operations of Canoo and for Hennessy Capital for the nine months ended September30, 2020. The unaudited pro forma condensed combined statement of operations for the year ended December31, 2019 combines the audited historical consolidated results of operations of Canoo and the audited historical results of operations for Hennessy Capital for the year ended December31, 2019. The unaudited pro forma condensed combined statement of operations for the nine months ended September30, 2020 and for the year ended December31, 2019 gives pro forma effect to the Business Combination as if it occurred on January1, 2019, the beginning of the

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fiscal year presented and carried forward to the subsequent interim period. Canoo and Hennessy Capital have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The unaudited pro forma condensed combined statement of operations for the nine months ended September30, 2020 was derived from Canoo’s and Hennessy Capital’s unaudited historical condensed consolidated statements of operations for the nine months ended September30, 2020, each of which is included elsewhere in this proxy statement/prospectus. Such unaudited interim financial information has been prepared on a basis consistent with the audited financial statements of Canoo and Hennessy Capital, respectively, and should be read in conjunction with the interim unaudited historical financial statements and audited historical financial statements and related notes, each of which is included elsewhere in this proxy statement/prospectus. The unaudited pro forma condensed combined statement of operations for the year ended December31, 2019 was derived from Canoo’s audited consolidated statement of operations for the year ended December31, 2019 and Hennessy Capital’s audited statement of operations for the year ended December31, 2019 included elsewhere in this proxy statement/prospectus.

These unaudited pro forma condensed combined financial statements are for informational purposes only. They do not purport to indicate the results that would actually have been obtained had the Business Combination been completed on the assumed date or for the periods presented, or which may be realized in the future. The pro forma adjustments are based on the information currently available and the assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information. New Canoo will incur additional costs after the Business Combination in order to satisfy its obligations as an SEC-reporting public company. In addition, we anticipate the adoption of various stock compensation plans or programs (including the New Canoo 2020 Equity Incentive Plan and the New Canoo 2020 Employee Stock Purchase Plan) that are typical for employees, officers and directors of public companies. No adjustment to the unaudited pro forma statement of operations has been made for these items as the amounts are not yet known.

The unaudited pro forma condensed combined financial information should be read in conjunction with the accompanying notes and the sections entitled “Canoo’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Hennessy Capital’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical financial statements and notes thereto of Canoo and Hennessy Capital, each of which is included elsewhere in this proxy statement/prospectus.

The unaudited pro forma condensed combined financial statements have been prepared using two different levels of assumed redemptions of HCAC Class A Common Stock:

•        Assuming No Redemption:    This scenario assumes that no shares of HCAC Class A Common Stock are redeemed; and

•        Assuming Maximum Redemption:    This scenario assumes that all 29,803,439shares of HCAC Class A Common Stock are redeemed for an aggregate payment of approximately $306.6million (based on the estimated per share redemption price of approximately $10.29 per share based on the fair value of marketable securities held in the Trust Account as of September30, 2020 of approximately $306.6million) from the Trust Account.

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF SEPTEMBER 30, 2020

(In Thousands)

	Hennessy Capital Acquisition Corp. IV and subsidiaries		Canoo Holdings Ltd.		Pro Forma Adjustments			Footnote Reference	Pro Forma Combined (AssumingNo Redemptions)		Additional Pro Forma Adjustments (Assuming Maximum Redemption)			Footnote Reference	Pro Forma Combined (Assuming Maximum Redemption)
ASSETS
Current assets
Cash and cash equivalents	$	355	$	148,836	$	306,566		3a	$	738,007	$	(306,566	)	3a	$	431,441
						323,250		3b
						(41,000	)	3d
Restricted cash				500						500						500
Prepaid expenses and other current assets		50		4,940		—				4,990		—				4,990
Total current assets	$	405	$	154,276	$	588,816			$	743,497	$	(306,566	)		$	436,931
Cash and investments held in Trust Account		306,566		—		(306,566	)	3a		—		—				—
Property and equipment, net		—		26,168		—				26,168		—				26,168
Operating lease right-of-use asset		—		13,074		—				13,074		—				13,074
Other assets		—		4,099		—				4,099		—				4,099
TOTAL ASSETS	$	306,971	$	197,617	$	282,250			$	786,838	$	(306,566	)		$	480,272
LIABILITIES AND STOCKHOLDERS’ EQUITY (Deficit)
Current liabilities
Accounts payable	$	6	$	3,756	$	(175	)	3d	$	3,587	$	—			$	3,587
Accrued and other current liabilities		4,834		11,335		(4,800	)	3d		8,644		—				8,644
						(2,725	)	3d
Deferred compensation		220		—		(220	)	3d		—		—				—
Total current liabilities	$	5,060	$	15,091	$	(7,920	)		$	12,231	$	—			$	12,231
Deferred underwriters’ fee		10,179		—		(10,179	)	3d		—						—
Operating lease liabilities		—		13,380		—				13,380		—				13,380
Long term debt		—		6,960		—				6,960		—				6,960
Total liabilities		15,239		35,431		(18,099	)			32,571		—				32,571
Common stock subject to possible redemption		286,732		—		(286,732	)	3a		—		—				—
Redeemable convertible preference shares – A Series		—		445,159		(445,159	)	3c		—		—				—
Redeemable convertible preference shares – A-1 Series		—		95,091		(95,091	)	3c		—		—				—
		—		540,250		(540,250	)			—		—				—

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET — (continued)
AS OF SEPTEMBER 30, 2020

(In Thousands)

	Hennessy Capital Acquisition Corp. IV and subsidiaries			Canoo Holdings Ltd.			Pro Forma Adjustments			Footnote Reference	Pro Forma Combined (Assuming No Redemptions)			Additional Pro Forma Adjustments (Assuming Maximum Redemption)			Footnote Reference	Pro Forma Combined (Assuming Maximum Redemption)
Stockholders’ Equity (Deficit)
Preferred stock		—			—							—			—				—
Common stock		1			—			3		3a		25			(3	)	3a		22
								3		3b
								—		3b
								—		3b
								18		3c
Ordinary shares		—			—			—				—			—				—
Additional paid-in-capital		5,985			160			286,729		3a		1,132,867			(306,563	)	3a		826,304
								323,247		3b
								—		3b
								—		3b
								1,749,982		3c
								(1,750,000	)	3c
								540,250		3c
								(986	)	3e
								(5,400	)	3d
								(17,100	)	3d
Retained earnings (accumulated deficit)		(986	)		(378,224	)		(401	)	3d		(378,625	)		—				(378,625	)
								986		3e
Total stockholders’ equity (deficit)	$	5,000		$	(378,064	)	$	1,127,331			$	754,267		$	(306,566	)		$	447,701
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (Deficit)	$	306,971		$	197,617		$	282,250			$	786,838		$	(306,566	)		$	480,272

See accompanying notes to unaudited pro forma condensed financial information

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the NINE Months Ended SEPTEMBER 30, 2020

(In Thousands Except Share and Per Share Amounts)

	Hennessy Capital Acquisition Corp. IV and subsidiaries			Canoo Holdings Ltd.			Pro Forma Adjustments			Footnote Reference	Pro Forma Combined (Assuming No Redemptions)			Additional Pro Forma Adjustments (Assuming Maximum Redemption)			Footnote Reference	Pro Forma Combined (Assuming Maximum Redemption)
Revenue	$	—		$	2,550		$	—			$	2,550		$	—			$	2,550
Operating expenses:
Cost of revenue, excluding depreciation and amortization		—			670			—				670			—				670
Sales and marketing		—			2,888			—				2,888			—				2,888
Research and development		—			52,858			—				52,858			—				52,858
General and administrative		3,680			13,009			(2,500	)	4d		10,629			—				10,629
								(3,560	)	4d
Depreciation and amortization		—			5,179			—				5,179			—				5,179
Total operating expenses		3,680			74,604			(6,060	)			72,224			—				72,224
Loss from operations		(3,680	)		(72,054	)		—				(69,674	)		—				(69,674	)
Other income (expense):
Interest expense		1,906			—			(1,906	)	4a		—			—				—
Interest and financing costs		—			(10,465	)		10,465		4b		—			—				—
Gain on extinguishment of debt		—			5,045			—				5,045			—				5,045
Other income, net					(47	)		—				(47	)		—				(47	)
Total other income (expense)		1,906			(5,467	)		8,559				4,998			—				4,998
Income (loss) before income taxes		(1,774	)		(77,521	)		14,619				(64,676	)		—				(64,676	)
Provision for income taxes		(369	)		—			369		4a		—			—				—
Net income (loss)		(2,143	)		(77,521	)		14,988				(64,676	)		—				(64,676	)
Redeemable convertible preference share dividends		—			(16,245	)		16,245		4c		—			—				—
Deemed dividend related to the exchange of redeemable convertible preference shares		—			(90,495	)		90,495		4c		—			—				—
Net loss attributable to ordinary shareholders	$	(2,143	)	$	(184,261	)	$	121,728			$	(64,676	)	$	—			$	(64,676	)
Two Class Method for Per Share Information:
Net income (loss) per Class A share – basic and diluted	$	0.05									$	(0.26	)					$	(0.30	)
Weighted average Class A shares outstanding – basic and diluted		29,987,000						(183,561	)	5a		244,632,189			(29,803,439	)	5a		214,828,750
								7,503,750		5a
								32,325,000		5a
								175,000,000		5a
Net income (loss) per Class B share – basic and diluted	$	(0.47	)								$	0.00						$	0.00
Weighted average Class B shares outstanding – basic and diluted		7,503,750						(7,503,750	)	5a		—							—

See accompanying notes to unaudited pro forma condensed financial information

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Unaudited Pro Forma Condensed Combined Statement of Operations

For the Year Ended December 31, 2019

(In Thousands Except Share and Per Share Amounts)

	Hennessy Capital Acquisition Corp. IV			Canoo Holdings Ltd.			Pro Forma Adjustments			Footnote Reference	Pro Forma Combined (Assuming No Redemptions)			Additional Pro Forma Adjustments (Assuming Maximum Redemption)			Footnote Reference	Pro Forma Combined (Assuming Maximum Redemption)
Revenue	$	—		$	—		$	—			$	—		$	—			$	—
Costs and expenses:
Sales and marketing		—			8,103			—				8,103			—				8,103
Research and developent		—			137,378			—				137,378			—				137,378
General and administrative		3,253			23,450			—				26,703			—				26,703
Depreciation and amortization		—			4,729			—				4,729			—				4,729
Total operating expenses		3,253			173,660			—				176,913			—				176,913
Income (loss) from operations		(3,253	)		(173,660)			—				(176,913	)		—				(176,913	)
Other income (expense):
Interest and other income		5,523			—			(5,523	)	4a		—			—				—
Interest expense		—			(9,522	)		9,522		4b		—			—				—
Other income, net		—			822			—				822			—				822
Total other income (expense)		5,523			(8,700)			3,999				822			—				822
Income (loss) before income taxes		2,270			(182,360)			3,999				(176,091	)		—				(176,091	)
Provision for income taxes		(1,110	)		—			1,110		4a		—			—				—
Net income (loss)	$	1,160		$	(182,360	)	$	5,109			$	(176,091	)	$	—			$	(176,091	)
Redeemable convertible preference share dividends		—			(13,896	)		13,896		4c		—			—				—
Net loss attributable to ordinary shareholders	$	1,160		$	(196,256	)	$	19,005			$	(176,091	)	$	—			$	(176,091	)
Two Class Method for Per Share Information:
Net income (loss) per Class A share – basic and diluted	$	0.14									$	(0.72	)					$	(0.82	)
Weighted average Class A shares outstanding – basic and diluted		30,015,000						(211,561	)	5a		244,632,189			(29,803,439	)	5a		214,828,750
								7,503,750		5a
								32,325,000		5a
								175,000,000		5a
Net income (loss) per Class B share – basic and diluted	$	(0.41	)								$	0.00						$	0.00
Weighted average Class B shares outstanding – basic and diluted		7,503,750						(7,503,750	)	5a		—							—

See accompanying notes to unaudited pro forma condensed financial information

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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

1. Description of Transaction

On August,17, 2020, Hennessy Capital, First Merger Sub, Second Merger Sub and Canoo entered into a Merger Agreement and Plan of Reorganization (the “Merger Agreement”), pursuant to which (a) First Merger Sub will be merged with and into the Canoo (the “First Merger”), with Canoo surviving the First Merger as a wholly owned subsidiary of Hennessy Capital (Canoo, in its capacity as the surviving corporation of the First Merger, is sometimes referred to as the “Surviving Corporation”); and (b) as soon as practicable, but in any event within 10 days following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Corporation will be merged with and into Second Merger Sub (the “Second Merger” and, together with the First Merger, the “Mergers”), with Second Merger Sub being the surviving entity of the Second Merger (steps (a) and (b) collectively with the other transactions described in the Merger Agreement, the “Business Combination”).

In connection with the execution of the Merger Agreement, on August17, 2020, Hennessy Capital entered into separate subscription agreements (the “Subscription Agreements”) with a number of investors (the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to purchase, and Hennessy Capital has agreed to sell to the PIPE Investors, an aggregate of 32,325,000shares of HCAC Class A Common Stock, for a purchase price of $10.00 per share and at an aggregate purchase price of $323,250,000, in a private placement (the “PIPE Financing”). One of the PIPE Investors is an entity controlled by Daniel J. Hennessy, Hennessy Capital’s CEO and Chairman of the Board.

Also in connection with the execution of the Merger Agreement, on August17, 2020, Hennessy Capital entered into a Warrant Exchange and Share Cancellation Agreement with the Sponsor (the “Sponsor Warrant Exchange and Share Cancellation Agreement”), which provides that concurrent with, and contingent upon, the consummation of the First Merger, (i) the Sponsor will exchange (the “Sponsor Warrant Exchange”) 11,739,394 outstanding Private Placement Warrants for 2,347,879 newly issued shares of HCAC Class B Common Stock (the “New Sponsor Shares”), (ii) the Sponsor will forfeit 2,347,879shares of HCAC Class B Common Stock to Hennessy Capital for no consideration, and (iii) if certain closing conditions are not met then 500,000shares of HCAC Class B Common Stock held by the Sponsor (which shares will automatically convert into shares of HCAC Class A Common Stock at the Effective Time) (the “Vesting Shares”) will become unvested and subject to certain vesting conditions.

The aggregate merger consideration payable to equity holders of Canoo upon closing of the Business Combination (the “Closing”) consists of 175million newly issued shares of HCAC Class A Common Stock valued at $10.00 per share. In addition, Canoo equity holders have the right to receive up to an additional 15million shares of HCAC Class A Common Stock if certain share price thresholds are achieved within five years of the closing date of the Business Combination. At the Closing, all outstanding Canoo equity, including each outstanding ordinary share of Canoo, par value of $0.0001 per share (“Canoo Ordinary Shares”) and including each of the outstanding preference shares of Canoo, par value $0.0001 per share, designated as A Series Preference Shares and designated as A-1 Series Preference Shares (together, “Canoo Preference Shares”) that will have been converted into Canoo Ordinary Shares immediately prior to the Closing, will be cancelled and automatically converted into the right to receive a pro rata portion of (x) the 175million shares of Class A common stock of Hennessy Capital, par value $0.0001 per share (“HCAC Class A Common Stock”), that Hennessy Capital will issue at the Closing and (y) up to 15million shares of HCAC Class A Common Stock that may be issued if certain share prices of HCAC Class A Common Stock are achieved and other conditions are satisfied.

For additional information regarding the terms of the Business Combination, see the section entitled “The Merger Agreement and Plan of Reorganization” in this proxy statement/prospectus.

The following unaudited pro forma condensed combined financial statements have been prepared using two different levels of assumed redemptions of HCAC Class A Common Stock:

•        Assuming No Redemption:    This scenario assumes that no shares of HCAC Class A Common Stock are redeemed; and

•        Assuming Maximum Redemption:    This scenario assumes that all 29,803,439shares of HCAC Class A Common Stock are redeemed for an aggregate payment of approximately $306.6million (based on the estimated per share redemption price of approximately $10.29 per share based on the fair value of marketable securities held in the Trust Account as of September30, 2020 of approximately $306.6million) from the Trust Account.

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2. Basis of Presentation

The following unaudited pro forma condensed combined financial statements give effect to the Business Combination under the acquisition method of accounting in accordance with Financial Accounting Standards Board (FASB) Accounting Standard Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Hennessy Capital will be treated as the “acquired” company for financial reporting purposes. For accounting purposes, Canoo will be deemed to be the accounting acquirer in the transaction and, consequently, the transaction will be treated as a recapitalization of Canoo (i.e., a capital transaction involving the issuance of stock by Hennessy Capital for the stock of Canoo). Accordingly, the consolidated assets, liabilities and results of operations of Canoo will become the historical financial statements of New Canoo, and Hennessy Capital’s assets, liabilities and results of operations will be consolidated with Canoo beginning on the acquisition date. The net assets of Hennessy Capital will be recognized at historical cost (which is expected to be consistent with carrying value), with no goodwill or other intangible assets recorded.

The unaudited pro forma condensed combined balance sheet as of September30, 2020 was derived from Canoo’s and Hennessy Capital’s unaudited historical condensed consolidated balance sheets as of September30, 2020. The unaudited pro forma condensed combined balance sheet as of September30, 2020 assumes that the Business Combination was completed on September30, 2020.

The unaudited pro forma condensed combined statement of operations for the nine months ended September30, 2020 was derived from Canoo’s and Hennessy Capital’s unaudited condensed consolidated statements of operations for the nine months ended September30, 2020. The unaudited pro forma condensed combined statement of operations for the year ended December31, 2019 was derived from Canoo’s audited consolidated statement of operations for the year ended December31, 2019 and Hennessy Capital’s audited statement of operations for the year ended December31, 2019 and gives pro forma effect to the Business Combination as if it had occurred on January1, 2019, the beginning of the fiscal year presented and carried forward to the subsequent interim period.

The historical consolidated financial information has been adjusted in these unaudited pro forma condensed combined financial statements to give effect to pro forma events that are (1) directly attributable to the Business Combination, (2) factually supportable and (3) with respect to the statements of operations, expected to have a continuing impact on the post-combination company.

Canoo and Hennessy Capital have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

3. Adjustments and Notes to Unaudited Pro Forma Condensed Combined Balance Sheet

The pro forma adjustments to the unaudited combined pro forma balance sheet as of September30, 2020 consist of the following:

(a)     Reflects the withdrawal of funds from Hennessy Capital’s Trust Account of approximately $306.566million of cash remaining in the Trust Account and the reclassification of approximately $286.732million of common stock subject to redemption to stockholders’ equity. In the maximum redemption scenario, all of the approximately $306.566million of cash remaining in the Trust Account is assumed to be withdrawn from the Trust Account to fund the redemption of all 29,803,439shares of HCAC Class A Common Stock outstanding.

(b)    Reflects (i) the proceeds from the PIPE Financing consisting of 32,325,000shares of HCAC Class A Common Stock at a purchase price of $10.00 for total proceeds of approximately $323.25million and (ii) the Sponsor’s exchange of its 11,739,394 outstanding Private Placement Warrants for 2,347,879 newly issued shares of HCAC Class B Common Stock and forfeiture of an equivalent number of existing shares of HCAC Class B Common Stock held by the Sponsor for no consideration pursuant to the Sponsor Warrant Exchange and Share Cancellation Agreement.

(c)     Reflects (i) the issuance of 175million shares of HCAC Class A Common Stock valued at $10.00 per share or $1,750million in the aggregate for the purchase price of the Canoo Shares and (ii) the conversion of the Canoo A-Series Preference Shares and A-1 Series Preference Shares into Canoo Ordinary Shares immediately prior to the Closing of the Business Combination and, in turn, converted into shares of HCAC Class A Common Stock at the Closing.

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Note: In addition, Canoo equity holders have the right to receive up to an additional 15million shares of HCAC Class A Common Stock if certain share price thresholds are achieved within five years of the closing date of the Business Combination. Since the ultimate disposition of the contingency surrounding these “Earnout Shares” is not known, such shares are not reflected in the unaudited pro forma condensed combined balance sheet.

(d)    Reflects the payment of transaction costs incurred in connection with the Business Combination and the PIPE Financing estimated to be approximately $41million, consisting of (i) approximately $21million of Hennessy Capital transaction costs (including approximately $10.179million of deferred underwriting compensation, approximately $4.8million of expenses and $0.220million of deferred compensation already recorded and approximately $5.4million of fees associated with the PIPE Financing) and (ii) approximately $20million of Canoo transaction costs, approximately $2.725million and $0.175million of which have already been recorded to accrued liabilities and accounts payable, respectively.

(e)     This adjustment reflects the elimination of Hennessy Capital’s retained earnings and Canoo’s par value of common and preferred stock upon consummation of the Business Combination.

4. Adjustments and Notes to Unaudited Pro Forma Condensed Combined Statements of Operations

The pro forma adjustments to the unaudited condensed combined pro forma statements of operations for the nine months ended September30, 2020 and the year ended December31, 2019 consist of the following:

(a)     Elimination of interest income, and related federal income taxes, on the Hennessy Capital Trust Account assets that would not have been earned had the Business Combination been consummated on January1, 2019.

(b)    Reflects the elimination of historical interest expense associated with the Canoo convertible notes payable that have been converted to equity in accordance with their terms prior to the execution of the Merger Agreement had the Business Combination been consummated on January1, 2019.

(c)     Reflects the elimination of cumulative redeemable convertible preference share dividends as such Canoo preference shares will be converted into Canoo Ordinary Shares immediately prior to the Closing of the Business Combination and, in turn, converted into shares of HCAC Class A Common Stock at the Closing had the Business Combination been consummated on January1, 2019.

Note: The unaudited condensed combined pro forma statements of operations do not contain any adjustment for the related effect on income tax expense for the nine months ended September30, 2020 and the year ended December31, 2019 applied to the reduction in interest expense as Hennessy Capital does not currently believe that a tax deduction would be realizable.

(d)    Reflects the elimination of approximately $2.5million and $3.56million of business combination costs for Hennessy Capital and Canoo, respectively, during the period.

5. Loss per Share

Represents the net loss per share for the nine months ended September30, 2020 and the year ended December31, 2019 calculated using the historical weighted average HCAC Class A Common Stock and the issuance of additional HCAC Class A Common Stock in connection with the Business Combination, assuming the shares of HCAC Class A Common Stock were outstanding since January1, 2019. As the Business Combination is being reflected as if it had occurred at the beginning of the period presented, the calculation of weighted average of the shares of HCAC Class A Common Stock outstanding for basic and diluted net income (loss) per share of HCAC Class A Common Stock assumes that the shares of HCAC Class A Common Stock issuable in connection with the Business Combination have been outstanding for the entire period presented. The calculation shows the weighted average of the shares of HCAC Class A Common Stock assuming (a) no redemptions and (b) redemption of all Public Shares.

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The pro forma adjustments to the unaudited pro forma condensed combined statements of operations earnings per share for the nine months ended September30, 2020 and the year ended December31, 2019 consist of the following:

(a)     Reflects (i) the conversion of 7,503,750shares of HCAC Class B Common Stock to shares of HCAC Class A Common Stock in connection with the Business Combination (net of 2,347,879 newly issued shares of HCAC Class B Common Stock in exchange for the cancellation of 11,739,394 Private Placement Warrants and 2,347,879shares of HCAC Class B Common Stock forfeited by the Sponsor pursuant to the Sponsor Warrant Exchange and Share Cancellation Agreement), (ii) the issuance of 32,325,000shares of HCAC Class A Common Stock issued in connection with the PIPE Financing and (iii) the issuance of 175,000,000shares of HCAC Class A Common Stock to Canoo equity holders upon Closing of the Business Combination pursuant to the Merger Agreement.

In the maximum redemption scenario, the redemption of all 29,803,439 outstanding shares of HCAC Class A Common Stock outstanding is assumed.

The unaudited pro forma condensed combined basic and diluted earnings per share calculations are based on the historical Hennessy Capital weighted-average number of shares outstanding as follows:

	Nine Months ended September 30, 2020		Year ended December 31, 2019
Class A shares –
Weighted-average shares – basic and diluted, as reported	29,987,000		30,015,000
Add: PIPE shares	32,325,000		32,325,000
Warrant exchange shares	2,347,879		2,347,879
Closing merger consideration payable in stock	175,000,000		175,000,000
Convert Class B shares to Class A shares	7,503,750		7,503,750
Less: Sponsor Forfeited Shares	(2,347,879	)	(2,347,879	)
Adjust weighted average to outstanding shares	(183,561	)	(211,561	)
Weighted-average shares – basic and diluted, pro forma, no redemptions	244,632,189		244,632,189
Less: additional shares assumed redeemed	(29,803,439	)	(29,803,439	)
Weighted-average shares pro forma – basic and diluted, maximum redemptions	214,828,750		214,828,750

Hennessy Capital currently has outstanding warrants to purchase up to a total of 36,092,750shares of HCAC Class A Common Stock. Because the warrants are exercisable at a per share amount ($11.50) exceeding the current market price of HCAC Class A Common Stock, any shares that would be issued upon exercise of the warrants are considered anti-dilutive and therefore are not included in earnings per share.

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SPECIAL MEETING IN LIEU OF 2020 ANNUAL MEETING OF
HENNESSY CAPITAL STOCKHOLDERS

The Hennessy Capital Special Meeting

We are furnishing this proxy statement/prospectus to our stockholders as part of the solicitation of proxies by our board of directors for use at the special meeting in lieu of the 2020 annual meeting of stockholders to be held on           , 2020, and at any adjournment or postponement thereof. This proxy statement/prospectus is first being furnished to our stockholders on or about           , 2020. This proxy statement/prospectus provides you with information you need to know to be able to vote or instruct your vote to be cast at the special meeting of stockholders. In connection with the special meeting, we are also providing you with our Annual Report on Form 10-K for the year ended December31, 2019.

Date, Time and Place of the Special Meeting

The special meeting will be held on               , 2020, at 10:00 a.m., Eastern time, conducted via live webcast at the following address: https://www.cstproxy.com/hennessycapiv/sm2020. You will need the control number that is printed on your proxy card to enter the special meeting in lieu of the 2020 annual meeting. Hennessy Capital recommends that you log in at least 15 minutes before the special meeting to ensure you are logged in when the special meeting in lieu of the 2020 annual meeting starts. Please note that you will not be able to attend the special meeting in person.

Purpose of the Special Meeting

At the Hennessy Capital special meeting of stockholders Hennessy Capital will ask the Hennessy Capital stockholders to vote in favor of the following proposals (the “Hennessy Capital Proposals”):

•        The Business Combination Proposal — a proposal to approve the adoption of the Merger Agreement and the Business Combination.

•        The Charter Proposals — four proposals to amend Hennessy Capital’s Existing Charter.

•        The Election of Directors Proposal — a proposal to elect the directors comprising the board of directors of New Canoo following the Closing.

•        The Stock Incentive Plan Proposal — a proposal to approve and adopt the equity incentive award plan established to be effective after the Closing.

•        The Employee Stock Purchase Plan Proposal — a proposal to approve and adopt the employee stock purchase plan established to be effective after the Closing.

•        The Nasdaq Proposal — a proposal to approve, for purposes of complying with the applicable listing rules of the Nasdaq Stock Market, the issuance of shares of HCAC Class A Common Stock to the Canoo equity holders in the Mergers pursuant to the Merger Agreement and to the investors in the private offering of securities to certain investors in connection with the Business Combination.

•        The Adjournment Proposal — a proposal to approve a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote.

Recommendation to Hennessy Capital Stockholders

Our board of directors believes that each of the Business Combination Proposal, the Charter Proposals, the Election of Directors Proposal, the Stock Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Nasdaq Proposal and the Adjournment Proposal to be presented at the special meeting is in the best interests of Hennessy Capital and our stockholders and unanimously recommends that its stockholders vote “FOR” each of these proposals and “FOR” each of the director nominees.

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When you consider the recommendation of our board of directors in favor of approval of the Business Combination Proposal, you should keep in mind that our directors and officers have interests in the Business Combination that are different from or in addition to (or which may conflict with) your interests as a stockholder. These interests include, among other things:

•        the beneficial ownership of the Sponsor and certain of Hennessy Capital’s board of directors and officers of an aggregate of 6,631,820shares of HCAC Class B Common Stock, which were acquired for an aggregate purchase price of $25,000 prior to the IPO, and 11,739,394 Private Placement Warrants, which were acquired for an aggregate purchase price of $11,739,394 simultaneously with the consummation of the IPO, which shares and warrants would become worthless if Hennessy Capital does not complete a business combination within the applicable time period, as the Founders have waived any redemption right with respect to these shares. Such shares and warrants have an aggregate market value of approximately $68.4million and $16.7million, respectively, based on the closing price of HCAC Class A Common Stock of $10.31and Public Warrants of $1.42 on Nasdaq on October27, 2020, the record date for the special meeting of stockholders. Each of our officers and directors is a member of the Sponsor. Hennessy Capital LLC is the managing member of the Sponsor and has voting and investment discretion with respect to the common stock held by the Sponsor. Daniel J. Hennessy is the manager of Hennessy Capital LLC;

•        as compensation for his services rendered to Hennessy Capital prior to the Business Combination, Mr.Ethridge, Hennessy Capital’s President and Chief Operating Officer, will receive a $500,000 cash payment upon the successful completion of its initial business combination;

•        the anticipated continuation of Greg Ethridge, Hennessy Capital’s President, Chief Operating Officer and director, as a director of New Canoo;

•        Hennessy Capital SPV II LLC, an entity controlled by Daniel J. Hennessy, has entered into a Subscription Agreement as part of the PIPE Financing for the purchase of 500,000 PIPE Shares for an aggregate purchase price of $5.0million;

•        the continued indemnification of current directors and officers of Hennessy Capital and the continuation of directors’ and officers’ liability insurance after the Business Combination;

•        the fact that our Sponsor, officers and directors will be reimbursed for out-of-pocket expenses incurred in connection with activities on our behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations; and

•        the fact that our Sponsor, officers and directors will lose their entire investment in us if an initial business combination is not completed.

These interests may influence our directors in making their recommendation that you vote in favor of the approval of the Business Combination and the transactions contemplated thereby. These interests were considered by our board of directors when our board approved the Business Combination.

Record Date and Voting

You will be entitled to vote or direct votes to be cast at the special meeting of stockholders if you owned shares of HCAC Class A Common Stock or HCAC Class B Common Stock at the close of business on October27, 2020, which is the record date for the special meeting of stockholders. You are entitled to one vote for each share of HCAC Class A Common Stock or HCAC Class B Common Stock that you owned as of the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were 29,803,439shares of HCAC Class A Common Stock outstanding and 7,503,750shares of HCAC Class B Common Stock outstanding, of which 6,631,820shares of HCAC Class B Common Stock are held by the Founders.

The Founders have agreed to vote all of their shares of HCAC Class B Common Stock and any Public Shares acquired by them in favor of the Business Combination Proposal. Hennessy Capital’s issued and outstanding HCAC Warrants do not have voting rights at the special meeting of stockholders.

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Voting Your Shares

Each share of HCAC Class A Common Stock or HCAC Class B Common Stock that you own in your name entitles you to one vote on each of the proposals for the special meeting of stockholders. Your one or more proxy cards show the number of shares of HCAC Common Stock that you own.

If you are a holder of record, there are two ways to vote your shares of HCAC Common Stock at the special meeting of stockholders:

•        You can vote by completing, signing and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the applicable special meeting(s). If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares of HCAC Common Stock will be voted as recommended by the HCAC Board. With respect to proposals for the special meeting of stockholders, that means: “FOR” the Business Combination Proposal and “FOR” the Adjournment Proposal.

•        You can attend the special meeting and vote in person online. You will be given a ballot when you arrive. However, if your shares of HCAC Common Stock are held in the name of your broker, bank or other nominee, you must get a proxy from the broker, bank or other nominee. That is the only way we can be sure that the broker, bank or nominee has not already voted your shares of HCAC Common Stock.

Who Can Answer Your Questions About Voting Your Shares

If you have any questions about how to vote or direct a vote in respect of your shares of HCAC Common Stock, you may call Morrow Sodali LLC, our proxy solicitor, at (800) 662-5200 (toll free) or banks and brokers can call collect at (203) 658-9400.

Quorum and Vote Required for the Hennessy Capital Proposals

A quorum of our stockholders is necessary to hold a valid meeting. A quorum will be present at the special meeting if a majority of the HCAC Common Stock outstanding and entitled to vote at the special meeting is represented in person online or by proxy. Abstentions will count as present for the purposes of establishing a quorum. Broker non-votes will not be counted for the purpose of determining the existence of a quorum.

The approval of the Charter Proposals requires the affirmative vote (in person online or by proxy) of the holders of a majority of all then outstanding shares of HCAC Common Stock entitled to vote thereon at the special meeting. Accordingly, a Hennessy Capital stockholder’s failure to vote by proxy or to vote in person online at the special meeting of stockholders, an abstention from voting or a broker non-vote will have the same effect as a vote against these proposals.

The approval of the Business Combination Proposal, Stock Incentive Plan Proposal, Employee Stock Purchase Plan Proposal, Nasdaq Proposal and Adjournment Proposal require the affirmative vote (in person online or by proxy) of the holders of a majority of the shares of HCAC Common Stock that are voted at the special meeting of stockholders. Accordingly, an Hennessy Capital stockholder’s failure to vote by proxy or to vote in person online at the special meeting of stockholders, an abstention from voting, or a broker non-vote will have no effect on the outcome of any vote on these proposals.

The approval of the election of each director nominee pursuant to the Election of Directors Proposal requires the affirmative vote of the holders of a plurality of the outstanding shares of HCAC Common Stock entitled to vote and actually cast thereon at the special meeting. Accordingly, an Hennessy Capital stockholder’s failure to vote by proxy or to vote in person online at the special meeting of stockholders, an abstention from voting, or a broker non-vote will have no effect on the outcome of any vote on the Election of Directors Proposal.

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Abstentions and Broker Non-Votes

Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. Hennessy Capital believes the proposals presented to its stockholders will be considered non-discretionary and therefore your broker, bank or nominee cannot vote your shares without your instruction. If you do not provide instructions with your proxy, your bank, broker or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a bank, broker or nominee is not voting your shares is referred to as a “broker non-vote.”

Abstentions and broker non-votes will be counted for purposes of determining the presence of a quorum at the special meeting of Hennessy Capital stockholders. For purposes of approval, an abstention or failure to vote will have the same effect as a vote against each of the Business Combination Proposal and the Charter Proposals, and will have no effect on any of the other proposals.

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before the special meeting or at such meeting by doing any one of the following:

•        you may send another proxy card with a later date;

•        you may notify Nicholas A. Petruska, Hennessy Capital’s Executive Vice President, Chief Financial Officer and Secretary, by telephone at (312) 803-0372, by email at npetruska@hennessycapllc.com or in writing to c/o Hennessy Capital Acquisition Corp. IV, 3415 N. Pines Way, Suite 204, Wilson, Wyoming 83014 before the special meeting that you have revoked your proxy; or

•        you may attend the special meeting, revoke your proxy and vote in person online, as indicated above.

Redemption Rights

Pursuant to the Existing Charter, any holders of Public Shares may demand that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account, including any amounts representing interest earned on the Trust Account, less taxes payable, provided that such stockholders follow the specific procedures for redemption set forth in this proxy statement/prospectus relating to the stockholder vote on the Business Combination. If demand is properly made and the Business Combination is consummated, these shares, immediately prior to the Business Combination, will cease to be outstanding and will represent only the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account which holds the proceeds of the IPO as of two business days prior to the consummation of the Business Combination, net of any taxes payable, upon the consummation of the Business Combination. For illustrative purposes, based on funds in the Trust Account of approximately $306.6million on October27, 2020, the estimated per share redemption price would have been approximately $10.29.

Redemption rights are not available to holders of HCAC Warrants in connection with the Business Combination.

In order to exercise your redemption rights, you must, prior to 5:00 p.m., Eastern time, on               , 2020 (two business days before the special meeting), both:

•        Submit a request in writing that Hennessy Capital redeem your Public Shares for cash to Continental Stock Transfer & Trust Company, Hennessy Capital’s transfer agent, at the following address:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
E-mail: mzimkind@continentalstock.com

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•        Deliver your Public Shares either physically or electronically through DTC to Hennessy Capital’s transfer agent. Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent. It is Hennessy Capital’s understanding that stockholders should generally allot at least one week to obtain physical certificates from the transfer agent. However, Hennessy Capital does not have any control over this process and it may take longer than one week. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your Public Shares as described above, your shares will not be redeemed.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with Hennessy Capital’s consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to Hennessy Capital’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that Hennessy Capital’s transfer agent return the shares (physically or electronically). You may make such request by contacting Hennessy Capital’s transfer agent at the phone number or address listed above.

Each redemption of Public Shares by the Public Stockholders will decrease the amount in the Trust Account. In no event, however, will Hennessy Capital redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon completion of the Business Combination.

Prior to exercising redemption rights, stockholders should verify the market price of their Public Shares as they may receive higher proceeds from the sale of their Public Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. Hennessy Capital cannot assure you that you will be able to sell your Public Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in the Public Shares when you wish to sell your shares.

If you exercise your redemption rights, your Public Shares will cease to be outstanding immediately prior to the Business Combination and will only represent the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account, including any amounts representing interest earned on the Trust Account, less taxes payable. You will no longer own those shares. You will be entitled to receive cash for these shares only if you properly demand redemption.

If the Business Combination Proposal is not approved and Hennessy Capital does not consummate an initial business combination by December31, 2020 or obtain the approval of Hennessy Capital stockholders to extend the deadline for Hennessy Capital to consummate an initial business combination, it will be required to dissolve and liquidate and the HCAC Warrants will expire worthless.

Holders of outstanding HCAC Units must separate the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares.

If you hold HCAC Units registered in your own name, you must deliver the certificate for such HCAC Units to Continental Stock Transfer & Trust Company with written instructions to separate such HCAC Units into Public Shares and Public Warrants. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Share from the HCAC Units.

Appraisal or Dissenters’ Rights

No appraisal or dissenters’ rights are available to holders of shares of HCAC Common Stock or HCAC Warrants in connection with the Business Combination.

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Solicitation of Proxies

Hennessy Capital will pay the cost of soliciting proxies for the special meeting. Hennessy Capital has engaged Morrow Sodali LLC (“Morrow”) to assist in the solicitation of proxies for the special meeting. Hennessy Capital has agreed to pay Morrow a fee of up to $35,000. Hennessy Capital will reimburse Morrow for reasonable out-of-pocket expenses and will indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. Hennessy Capital also will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of Public Shares for their expenses in forwarding soliciting materials to beneficial owners Public Shares and in obtaining voting instructions from those owners. Hennessy Capital’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Stock Ownership

As of the record date, the Founders beneficially own an aggregate of approximately 17.8% of the outstanding shares of HCAC Common Stock. The Founders have agreed to vote all of their shares of HCAC Class B Common Stock and any Public Shares acquired by them in favor of the Business Combination Proposal. As of the date of this proxy statement/prospectus, none of the Founders have acquired any shares of HCAC Common Stock.

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PROPOSALS TO BE CONSIDERED BY HENNESSY CAPITAL’S STOCKHOLDERS PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL

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THE BUSINESS COMBINATION

Background of the Business Combination

Hennessy Capital is a blank check company formed on August6, 2018 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. While Hennessy Capital may pursue an acquisition opportunity in any business, industry, sector or geographical location, it has focused on businesses in the industrial, infrastructure solutions and value-added distribution sectors in the United States. The Business Combination with Canoo is a result of a thorough search for a potential transaction using the extensive network and investing and operating experience of Hennessy Capital’s management team and the HCAC Board. The terms of the Merger Agreement are the result of arm’s-length negotiations between representatives of Hennessy Capital and Canoo.

The following is a brief discussion of the background of these negotiations, the Merger Agreement and related transactions.

In March 2019, Hennessy Capital completed its IPO of 30,015,000 HCAC Units (including 3,915,000 HCAC Units sold upon the exercise in full of the underwriters’ over-allotment option), each HCAC Unit consisting of one share of HCAC Class A Common Stock and three-fourths of one HCAC Warrant to purchase one share of HCAC Class A Common Stock, generating gross proceeds of $300,150,000 (before underwriting discounts and commissions and offering expenses). Simultaneously with the closing of the IPO (including the exercise of the underwriters’ over-allotment option), Hennessy Capital completed a private placement of 13,581,500 Private Placement Warrants with the Founders and the Anchor Investor, generating total proceeds of $13,581,500. A total of $303,151,500 from the net proceeds from the IPO and the issuance of the Private Placement Warrants were placed in the Trust Account. Nomura Securities International, Inc. (“Nomura”) and Stifel, Nicolaus & Company, Incorporated (“Stifel”) were the IPO underwriters.

Except for a portion of the interest earned on the funds held in the Trust Account that may be released to Hennessy Capital to pay taxes, none of the funds held in the Trust Account will be released until the earlier of the completion of the initial business combination and the redemption of 100% of the Public Shares if Hennessy Capital is unable to consummate a business combination by December31, 2020 or obtain the approval of Hennessy Capital stockholders to extend the deadline to consummate an initial business combination. The initial deadline for Hennessy Capital to consummate an initial business combination of September5, 2020 was extended to December31, 2020 after approval by Hennessy Capital’s stockholders at a special meeting of Hennessy Capital’s stockholders held on August27, 2020 for the purposes of voting on such extension.

In connection with the IPO, Nomura entered into a contingent forward purchase agreement with Hennessy Capital, pursuant to which Hennessy Capital had the right to require (subject to Nomura’s right to be excused from any specific business combination) Nomura to purchase a number of shares of HCAC Class A Common Stock for aggregate cash consideration of up to $125million, of which up to $75,000,000 could be restructured into an investment in other equity securities of Hennessy Capital.

Also in connection with the IPO, the Anchor Investor purchased 3,250,000 Public Shares and agreed to transfer to the Sponsor a portion of the shares of HCAC Class B Common Stock it purchased prior to the IPO on a pro rata basis, up to a maximum of 653,948shares if the Anchor Investor has reduced its position in the Public Shares at the time of the Closing.

Prior to the consummation of the IPO, neither Hennessy Capital, nor anyone on its behalf, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a transaction with Hennessy Capital.

From the date of the IPO through execution of the Merger Agreement on August17, 2020, Hennessy Capital’s management team considered a number of potential target companies with the objective of consummating an acquisition. Representatives of Hennessy Capital contacted and were contacted by a number of individuals and entities who offered to present ideas for acquisition opportunities, including financial advisors and companies within the industrial, infrastructure solutions and value-added distribution sectors. Hennessy Capital’s management team compiled a list of high priority potential targets and updated and supplemented such list from time to time. This pipeline was periodically shared, in depth, with the HCAC Board.

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During that period, Hennessy Capital’s management team and representatives of Hennessy Capital:

•        Identified and evaluated over 190 potential acquisition target companies;

•        Completed meaningful reviews of 29 potential acquisition targets (including Canoo);

•        Provided an initial non-binding indication of interest to approximately 17 potential acquisition targets or their representatives (including Canoo); and

•        Submitted non-binding letters of intent with respect to six potential acquisition targets (including Canoo).

Representatives of Hennessy Capital engaged in significant due diligence and detailed discussions directly with the senior executives and/or shareholders of each of the six potential business combination targets that received non-binding letters of intent from Hennessy Capital, three of which were with EV OEMs (including Canoo).

Hennessy Capital’s management team reviewed the potential acquisitions based on the same criteria discussed below and used in evaluating the Business Combination, which included established businesses with proven track records; experienced management teams; strong competitive positions; and companies with, or with the potential for, revenue and earnings growth and strong free cash flow generation. Hennessy Capital’s management team focused on sectors exhibiting secular growth or the potential for a near-term cyclical uptick, and within those sectors, focused only on companies that Hennessy Capital’s management team believed would benefit from being a publicly-traded company. Hennessy Capital’s management team did not pursue a potential transaction with the other potential acquisition targets for a variety of factors, including the ability to reach a valuation that was acceptable to both sides and mutual decisions to pursue potential alternative transactions.

Hennessy Capital decided to pursue a combination with Canoo because it determined that Canoo represented a compelling opportunity based upon Canoo’s impressive and experienced management team, well-developed go-to-market strategy and innovative technology and infrastructure, including Canoo’s skateboard technology, the technical value of which has been further validated by the announcement of an agreement between Canoo and Hyundai Motor Group for the co-development of a future EV platform based on Canoo’s skateboard technology. For additional details about the HCAC Board’s reasons for approving the Business Combination, see the section of this proxy statement/prospectus entitled “The Business Combination — Hennessy Capital’s Board of Directors’ Reasons for the Approval of the Business Combination.”

Hennessy Capital and its advisors determined that the other alternative business combination targets were less suitable than Canoo when taking into account their management teams, strategies, business prospects, structures, valuations and likelihood of execution.

Timeline of the Business Combination

On an ongoing basis, Canoo’s management team and board of directors, together with its financial and legal advisors, have reviewed and evaluated potential strategic opportunities and alternatives with a view to enhancing shareholder value. Such opportunities and alternatives included, among other things, capital markets to raise additional equity financing to support the launch of the serial production of Canoo’s Lifestyle Vehicle.

On June23, 2020, a representative of Canoo first contacted Mr.Daniel J. Hennessy, Hennessy Capital’s Chairman and CEO, mentioning that the potential benefits presented by combining with a special purpose acquisition company (“SPAC”) had come to Canoo’s attention. The representative of Canoo indicated that Hennessy Capital stood out to Canoo due to its experience, track record and expertise in SPACs and offered to host an introductory phone call.

On June24, 2020, the HCAC Board met via teleconference for an update on the search for a business combination target. At this meeting, Canoo was included in a list of potential acquisition targets under review by Hennessy Capital in the industrial technology sector.

During the week of June29, 2020, Hennessy Capital’s management team participated in an introductory videoconference with a director and other representative of Canoo to become further acquainted with Canoo. Shortly after the introductory videoconference, on June30, 2020, Hennessy Capital and Canoo executed a non-disclosure agreement, and Canoo subsequently provided Hennessy Capital with overview materials for Canoo.

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On July6, 2020, Hennessy Capital’s management team held another videoconference with the same director and other representative of Canoo to further discuss the process, structure and timing of a transaction involving a SPAC. On this videoconference, the Canoo director indicated that entities associated with Canoo’s existing shareholders would be interested in participating in a private investment in public equity (“PIPE”) financing, to the extent one was utilized in connection with the proposed transaction. At this videoconference, the teams also scheduled a meeting between Hennessy Capital’s and Canoo’s management teams to take place at Canoo’s headquarters in Torrance, California.

On July8, 2020, Hennessy Capital’s management team attended a meeting with Canoo’s management team at Canoo’s headquarters. Canoo’s management team provided a tour of Canoo’s design studio and clay studio, demonstrated the skateboard technology, and brought in a few of its 32 beta properties and 13 driving prototypes for Hennessy Capital’s management team to experience firsthand. The following day, July9, 2020, Hennessy Capital’s management team attended a full day session at Canoo’s headquarters, including a tour of the remaining areas of the facility, an engineering tour, a vehicle test-drive and a management presentation with Canoo senior management. Representatives of Nomura, Hennessy Capital’s financial advisor, participated in the full day session.

On July10, 2020, Hennessy Capital received access to Canoo’s electronic data room and commenced its due diligence review of materials included in the data room.

On July11, 2020, Hennessy Capital’s management team provided additional information to the HCAC Board regarding Canoo, which previously had been previewed with the HCAC Board, as part of a broader update involving various acquisition opportunities under consideration. On the same day, Hennessy Capital’s management team participated in a videoconference with Canoo to discuss Hennessy Capital’s assessment of Canoo following a two-day session with Canoo’s management team at Canoo’s headquarters. Hennessy Capital’s management team notified Canoo of its intent to prepare an offer for a possible business combination transaction.

Throughout the day on July13, 2020, Hennessy Capital engaged in multiple discussions with its financial advisors, Nomura and Stifel, regarding a draft letter of intent and the proposed valuation of Canoo.

On July13, 2020, Hennessy Capital submitted a non-binding letter of intent to Canoo to enter into an all-stock business combination. The letter of intent valued Canoo at up to $1.5billion, and proposed consideration consisting of only newly issued shares of HCAC Class A Common Stock. The letter of intent also contemplated Hennessy Capital raising $200million in a PIPE transaction, which when combined with the approximately $300million in the Trust Account was projected to fully fund Canoo’s equity financing requirements for the commercialization of its Lifestyle Vehicle.

On July14, 2020, Hennessy Capital’s management team held a videoconference with Canoo to discuss the terms of the letter of intent, the transaction structure, process and valuation.

Also on July14, 2020, representatives from Hennessy Capital, Nomura and Stifel participated in a due diligence session with Canoo’s management team to discuss Canoo’s financial model and unit economic model.

On July15, 2020, Hennessy Capital’s management team held a videoconference with Canoo to further discuss the details of Hennessy Capital’s letter of intent.

On July16, 2020, Hennessy Capital received Canoo’s comments to the letter of intent, which included a valuation of $1.5billion and a requirement that Hennessy Capital provide a minimum of $500million of combined gross cash proceeds from the Trust Account and the PIPE Financing as of the Closing. That same day, Hennessy Capital’s management team and Canoo discussed the proposed revisions to the letter of intent. As part of the conversation, Hennessy Capital and Canoo mutually determined that it would be advantageous for the PIPE Financing to be funded in part, but not entirely, by entities associated with Canoo’s existing shareholders, so that institutional investors would have the opportunity to participate in the PIPE Financing, which would be important to the marketing and trading performance of New Canoo Common Stock. Hennessy Capital and Canoo also determined that it was in their mutual best interests to remove the minimum cash requirement in excess of the PIPE Financing to provide greater certainty of consummating the Business Combination, which is important to investors and to the trading performance of the Public Shares prior to the Closing and helps position the deal to maximize cash proceeds and minimizes redemption risk.

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On July17, 2020, Hennessy Capital and Canoo executed the letter of intent, following an additional videoconference to finalize its terms during which Canoo sought, among other items, a higher valuation based on recent EV comparisons in the market. The executed letter of intent contemplated an all-stock merger and a final pre-money valuation for Canoo of $1.75billion and a minimum $200million PIPE Financing, of which at least $100million would be funded by entities associated with Canoo’s existing shareholders. The letter of intent also included a 30-day mutual exclusivity provision.

On July18, 2020, Hennessy Capital’s management team notified the HCAC Board that a letter of intent was executed with Canoo. On the same day, Hennessy Capital’s management team held a kick-off call with its legal counsel, Sidley Austin LLP (“Sidley”), to discuss legal due diligence and the preparation of the requisite transaction documents. Sidley also held a call with Canoo’s general counsel on July18, 2020 to provide an introduction and commence legal due diligence on Canoo.

On July19, 2020, Canoo held a management presentation for Hennessy Capital and all of Hennessy Capital’s advisors, which included an overview of Canoo’s leadership team, technology, business strategy and financial projections.

On July20, 2020, Hennessy Capital’s management team held a call with Nomura and Stifel to discuss the planned PIPE Financing process and initial investor outreach efforts. Also on July20, 2020, Hennessy Capital’s management team had an initial discussion with BofA Securities, Inc. (“BofA”), whom Hennessy Capital had been advised was recently engaged as Canoo’s exclusive financial advisor, regarding the transaction process and PIPE capital raise.

On July21, 2020, Nomura and Stifel began the process of wall-crossing investors for initial meetings with respect to the PIPE Financing. On the same day, Hennessy Capital’s management team, Nomura and Stifel held a financial due diligence session with Canoo’s management team.

On July22, 2020, Canoo requested that Hennessy Capital find a way to defease the potential dilutive impact of the outstanding HCAC Warrants (including by means of economic concessions by the Sponsor). They also requested additional alignment of Hennessy Capital’s economics with the Trust Account proceeds available at the Closing and the addition of an earnout structure under which existing Canoo equity holders, including Canoo management and employees, would be rewarded by what Canoo expected will be outsized equity value creation and share price performance.

On a separate July22, 2020 call, Sidley, Canoo’s management team, and Cooley LLP (“Cooley”), Canoo’s legal counsel, held an intellectual property and technology legal due diligence session.

On July23, 2020, Hennessy Capital held a videoconference meeting with Canoo to discuss the proposed warrant proposal (which included Sponsor concessions) and the earnout structure. Hennessy Capital and the Sponsor agreed to fully defease the dilutive impact of the Private Placement Warrants owned by the Sponsor by exchanging all of its outstanding Private Placement Warrants for shares of HCAC Class B Common Stock at the Closing, with an offsetting cancellation of an equal number of shares of HCAC Class B Common Stock owned by the Sponsor. The effective impact would be a cancellation of all the Private Placement Warrants owned by the Sponsor (for no consideration) and an approximate 35% reduction in the outstanding HCAC Warrants immediately following the Closing, meaningfully reducing potential dilution from the outstanding HCAC Warrants. Hennessy Capital and the Sponsor further agreed that in the event that combined gross cash proceeds from the Trust Account and the PIPE Financing held by Hennessy Capital as of the Closing is less than $350million, 500,000shares of HCAC Class B Common Stock held by the Sponsor would become unvested as of the Closing and would vest upon the occurrence of the satisfaction of an $18.00share price threshold. Hennessy Capital agreed to a five-year earnout structure for existing Canoo equity holders, including Canoo management and employees, of three tranches of 5million shares each of HCAC Class A Common Stock, one of which would be achieved at each of $18.00, $25.00 and $30.00share price targets, in each case subject to customary equitable adjustments.

On July23, 2020, Hennessy Capital engaged Nomura and Stifel as its exclusive placement agents for the PIPE Financing, who were selected given their role as underwriters in the IPO and their involvement in prior successful Hennessy Capital SPAC business combinations. On July24, 2020, Nomura and Stifel launched the PIPE confidential marketing process, which continued through August12, 2020. The PIPE confidential marketing process involved regular meetings with potential PIPE investors by representatives of Hennessy Capital and Canoo and daily update calls among representatives of Hennessy Capital, Canoo, Nomura, Stifel and BofA.

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On July23, 2020, Hennessy Capital filed a preliminary proxy statement with the SEC for a shareholder meeting to approve an extension of the date by which Hennessy Capital must complete an initial business combination to December31, 2020. The preliminary proxy statement also stated that Hennessy Capital had entered into a letter of intent with a prospective target for an initial business combination in the EV and advanced mobility sector. Hennessy Capital filed the definitive version of such proxy statement with the SEC on August6, 2020 and set the shareholder meeting date to vote on the Extension Amendment for August27, 2020.

On July24, 2020, Sidley delivered an initial draft of the Merger Agreement to Canoo and Cooley.

On July28, 2020, the electronic data room for PIPE investors was opened for access.

On July28, 2020, Sidley, Cooley and Canoo’s management team participated in a conference call to discuss legal due diligence matters, including privacy and environmental topics.

On August6, 2020, Canoo’s management team presented to the HCAC Board.

During the weeks of August3, 2020 and August10, 2020, representatives of Hennessy Capital and Canoo, including Sidley and Cooley, held calls to discuss the Business Combination and the terms of the Merger Agreement. During this time, Sidley and Cooley exchanged drafts of the Merger Agreement and related transaction agreements, disclosure schedules and certain other documents. The points discussed on the calls and negotiated in the Merger Agreement drafts included: (i) the terms of issuance for the Earnout Shares for existing Canoo equity holders, (ii) the applicable lock-up periods for the Sponsor and other shareholders, (iii) the implied per share price used to calculate the total number of shares received by Canoo’s shareholders under the Merger Agreement, and (iv) the scope of certain representations and warranties.

Throughout August12, 2020 and August13, 2020, Hennessy Capital’s management team engaged in various due diligence calls, including with an investment bank about financing and securitization alternatives for the Canoo vehicle fleet and with certain of Canoo’s strategic commercial partners.

On August14, 2020, Hennessy Capital and Canoo amended the letter of intent to extend exclusivity until August23, 2020.

The HCAC Board met via teleconference on August16, 2020 to further consider and discuss the proposed transaction with Canoo. Representatives from Sidley, Nomura and Stifel presented their respective due diligence findings. Following a thorough review and discussion, the Merger Agreement and related agreements and the transactions contemplated thereby were unanimously approved by the HCAC Board, and the HCAC Board recommended the approval and adoption of the Merger Agreement by Hennessy Capital’s stockholders. Canoo’s board of directors also approved of the Merger Agreement and related agreements and the transactions contemplated thereby on August16, 2020.

On August17, 2020, Hennessy Capital’s management team notified Nomura that it would not elect to have Nomura purchase any shares of HCAC Class A Common Stock under the forward purchase agreement based in part on strong investor receptivity to Canoo during the PIPE confidential marketing process, including an oversubscribed and subsequently upsized PIPE Financing.

Also on August17, 2020, Hennessy Capital and Canoo executed the Merger Agreement and related agreements, and Hennessy Capital and the PIPE Investors entered into the Subscription Agreements for an aggregate amount of gross proceeds of $323.25million from the sale of 32,325,000shares of the HCAC Class A Common Stock in the PIPE Financing, including a $100million subscription by TPK Holding Co., Ltd. and subscriptions by other entities associated with Canoo’s existing shareholders, entities controlled by Mr.Hennessy and the Anchor Investor. In response to significant investor interest, Hennessy Capital and its financial advisors agreed to upsize the PIPE Financing from an initial amount of $200million to $323.25million in anticipation that the additional cash would be used by New Canoo to reduce its future equity financing requirements and to accelerate the development timeline of its Delivery Vehicle.

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Before the market opened on August18, 2020, a press release was issued announcing the execution of the Merger Agreement and Subscription Agreements, and Hennessy Capital filed a Current Report on Form 8-K with the SEC announcing the execution of the Merger Agreement. During the morning of August18, 2020, representatives of Hennessy Capital and Canoo held a joint investor conference call to discuss the Business Combination.

Hennessy Capital’s Board of Directors’ Reasons for the Approval of the Business Combination

Before approving the Merger Agreement and the transactions contemplated thereby and determining that the Business Combination is in the best interests of Hennessy Capital and its stockholders, the HCAC Board reviewed the results of the due diligence conducted by its management team and Hennessy Capital’s advisors, which included:

•        research on comparable companies and transactions within the diversified industrial manufacturing, distribution and services sectors in the United States;

•        research on comparable companies and transactions within the EV and advanced mobility sectors in the United States, including meaningful reviews by Hennessy Capital’s management team of approximately 15 different EV and advanced mobility companies;

•        research on the EV and advanced mobility sectors within the United States including, industry trends, cycles, market growth opportunities and projections; operating cost projections, and other industry factors;

•        extensive meetings and calls with Canoo’s management team and its representatives regarding Canoo’s current and planned operations, services and regulatory overlay; Canoo’s innovative technology and infrastructure, product development timeline, assumptions and risks; Canoo’s go-to-market strategy; subscription-based revenue assumptions, projections and strategy; anticipated fleet financing requirements and options; and Canoo’s financial prospects; among other typical due diligence matters;

•        a facilities tour of Canoo’s headquarters and research and development facility in Torrance, California, including product demonstrations and test-drives;

•        review of Canoo’s environmental matters, regulatory matters, material contracts, permitting, intellectual property and technology matters, labor matters and other legal due diligence;

•        consultation with legal and financial advisors and industry experts; and

•        extensive third-party due diligence consisting of commercial due diligence with Canoo’s current and planned commercial partners and industry assessments of Canoo and confirmatory due diligence focused on financial and accounting, legal, tax, risk and insurance, wages and benefits and information technology matters, among others.

In approving the combination, the HCAC Board determined not to obtain a fairness opinion. The officers and directors of Hennessy Capital have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and background, together with experience and sector expertise of Stifel and Nomura, enabled them to make the necessary analyses and determinations regarding the Business Combination. In addition, Hennessy Capital’s officers and directors and Hennessy Capital’s advisors have substantial experience with mergers and acquisitions, including having successfully completed several prior de-SPAC transactions, including for Hennessy Capital Acquisition Corp., Hennessy Capital Acquisition Corp. II and Hennessy Capital Acquisition Corp. III.

The HCAC Board considered a wide variety of factors in connection with its evaluation of the Business Combination. In light of the complexity of those factors, the HCAC Board, as a whole, did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. Individual members of the HCAC Board may have given different weight to different factors. This explanation of the HCAC Board’s reasons for the combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the section of this proxy statement/prospectus entitled “Cautionary Note Regarding Forward-Looking Statements.”

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In considering the Business Combination, the HCAC Board concluded that Canoo substantially met the above criteria. In particular, the HCAC Board considered the following positive factors, although not weighted or presented in any order of significance:

•        Favorable Opportunities for Revenue and Earnings Growth Due to Secular Growth Trends in the EV Industry and Canoo’s Unique Multi-Pronged Go-to-Market Strategy.    Based on third-party data and industry reports, which Hennessy Capital has not independently verified but believes to be reliable, EVs sales are projected to experience significant growth. According to BloombergNEF, EV sales are expected to increase by 400% between 2020 and 2025. Between 2020 and 2030, EV sales are expected to increase by 15x, and by over 30x in 2040. This is driven by a significant projected increase in the EV share of new car sales from only 3% in 2020 to 10%, 28% and 58% in 2025, 2030 and 2040, respectively, according to BloombergNEF. Canoo has established a multi-faceted go-to-market strategy targeting both business-to-consumer (“B2C”) and business-to-business (“B2B”) opportunities, substantially expanding its total addressable markets and offering the upside of multiple growth opportunities while diversifying its business and limiting risk exposure to any single source of revenue. Canoo’s flexible strategy is uniquely underpinned by its versatile skateboard platform, which minimizes new development expenditures and engineering costs, and can be leveraged to capitalize on demand opportunities for both B2C and B2B applications. Sharing the same core skateboard platform across all vehicle lines also generates significant manufacturing flexibility and efficiencies, while reducing costs, complexity and assembly time.

•        B2B Engineering and Licensing Opportunities:    Canoo’s engineering and technology services business includes consulting and contract engineering work that is in high demand due to the team’s unique experience and technical capabilities. Canoo’s pipeline for engineering services includes EV concept design and engineering services for other OEMs, autonomous driving strategics and high growth technology companies. Canoo has already received significant interest in its skateboard technology and the Canoo team’s expertise in platform engineering, powertrains and vehicle design, as is exemplified by the announcement of an agreement between Canoo and Hyundai Motor Group for the co-development of a future EV platform based on Canoo’s modular skateboard technology. In addition to providing external commercial validation of Canoo’s technical capabilities, these contract engagements establish an attractive strategic pipeline for future business opportunities and de-risk the overall business model.

•        B2B Delivery Vehicle:    Canoo’s Delivery Vehicle targets the attractive last-mile delivery market, which is driven by the estimated over $1 trillion and rapidly growing e-commerce market. Many customers are seeking a sustainable and cost-effective delivery solutions for faster fulfillment capabilities. Canoo is uniquely positioned to capitalize on these market trends through an all-electric solution that offers maximized cargo volume in an efficient urban-friendly sized footprint.

•        B2C Subscriptions:    Canoo’s B2C strategy is targeting growing EV demand from consumers with its Lifestyle Vehicle, which it plans to roll out in select U.S. urban markets through a consumer subscription model in 2022 (and to be followed by its more sedan-like Sport Vehicle in later years). The scalable design and modularity of Canoo’s skateboard platform reinforces Canoo’s ability to introduce a variety of B2C-focused vehicle cabin configurations at lower development costs while accelerating its go-to-market timing. Canoo’s initial and future B2C vehicles, built on top of its core skateboard platform, present a strong opportunity to capitalize on significant demand for passenger EVs.

•        Compelling Financial Model with Long-Term Attractive Margin and Cash Flow Generation Potential.    Canoo’s subscription-based consumer model deviates from the traditional OEM model of vehicle sales or traditional leases, and can achieve attractive returns by elongating the revenue generation horizon of a single vehicle over the long life of the asset. Under a consumer subscription model, Canoo generates consistent cash flows, an estimated margin of approximately four times that of a one-time sale, and compelling return on equity given the leveragability of the underlying individual vehicle assets (with an estimated advance rate on vehicle bill of materials and production cost in excess of 80% over time and attractive financing terms through the over half a trillion dollar market for automotive financing and securitization). Further, Canoo is much less dependent on new vehicle sales creating a considerably more profitable and resilient business model which is expected to create steady and recurring cash flow. Revenues from traditional sales models of the last-mile delivery vehicles and contract engineering and licensing opportunities also are anticipated by Canoo management to have attractive margins.

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•        Established Track Record and Potential for Near-Term Commercial Success.    Led by a highly experienced management team, Canoo has rapidly delivered exceptional and tangible development progress and has achieved major commercial milestones since commencing operations in 2018. Canoo successfully designed, developed and produced a Beta prototype of the Lifestyle Vehicle within 19months and with an investment of approximately $250million, a process that realistically could take 3 to 5 years and require billions of dollars for some of Canoo’s competitors or traditional OEMs to undertake. Since then, Canoo has grown its Beta fleet to 32 properties and 13 drivable prototypes incorporating the Canoo skateboard, and completed over 50 physical crash tests validating the accuracy and utility of Canoo’s predictive computer aided engineering crash modeling, further demonstrating its capabilities to rapidly deliver on major commercial milestones with tangible development progress and results. After performing meaningful reviews of approximately 15 different companies in the EV and advanced mobility sector, Hennessy Capital’s management team views Canoo as best positioned for near-term commercial success of all the opportunities reviewed due to its proprietary technologies and tangible accomplishments for a number of reasons. First, Canoo has 32 beta properties and 13 drivable prototypes, which compares favorably with certain competitors which had only one prototype property (or in some cases zero) at the time reviewed by Hennessy Capital’s management team. Second, Canoo has performed over 50 physical crash tests while Hennessy Capital’s management team understands certain of its competitors haven’t completed any. Third, Canoo brings a portfolio of proprietary mobility technology, notably its modular core skateboard platform, whereas others must identify and negotiate an acceptable license with an OEM willing and able to provide a core platform and critical technologies required for the development and production of their proposed vehicles. Additionally, in February 2020, Hyundai Motor Group, a leading global automotive OEM, entered into an engineering services agreement with Canoo to co-develop a future EV platform based on Canoo’s modular and scalable skateboard technology, which provides further commercial validation of Canoo’s technical leadership. Although Canoo has limited financial history and does not have the history of financial performance Hennessy Capital would typically seek in companies in other industrial, manufacturing or services sectors, this is a reflection of the nascent EV industry and the significant industry growth opportunity.

•        Capital Light, Flexible and Cost Effective Manufacturing Strategy.    Canoo plans to utilize an asset-light, flexible manufacturing strategy by outsourcing its vehicle production operations to a world-class vehicle contract manufacturing partner. In doing so, Canoo will significantly reduce its up-front capital investments and the recurring fixed costs and overhead that would be required for Canoo to own and operate its own manufacturing facility. Canoo believes outsourcing manufacturing will significantly reduce overall risk, and expects to benefit from the flexibility to scale volumes to match demand levels. Outsourcing of vehicle production will also enable Canoo to focus on its core competencies and benefit from a leading global contract manufacturer’s expertise and efficiency, avoiding the common pitfalls faced by other automotive startups in making the transition from development to full volume manufacturing operations.

•        Fully Funded Through Start of Production.    The Business Combination is expected to fully fund the equity financing requirements for Canoo’s Lifestyle Vehicle through the start of production, which minimizes future equity financing risks.

•        Strong Competitive Position from Canoo’s Proprietary Technology and Design.    Canoo has developed a breakthrough proprietary skateboard platform, purpose-built to be highly modular facilitating rapid development of multiple vehicle programs in both the commercial and consumer markets. Canoo’s skateboard will serve as the foundation for its future vehicle offerings and uniquely positions Canoo to achieve its multi-faceted go-to-market strategy targeting both B2C and B2B opportunities. Canoo has developed what it believes to be the world’s flattest, most modular skateboard platform. Unlike other EV technologies on the market, Canoo’s skateboard is a self-contained, fully functional rolling chassis, designed to support a broad range of vehicle weight and ride profiles and even capable of operating independently. Canoo’s proprietary skateboard architecture directly houses all of the most critical components of an EV, including the market’s first true steer-by-wire platform and a composite leaf spring suspension system. The combination of these elements into its uniquely flat profile enables the highest volume utilization across all classes of competitor vehicles, on a small footprint, making the skateboard the ideal platform for vehicles used in close-quarter urban driving. The skateboard also features in-house developed battery

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modules directly integrated into the structure, efficiently designed to reduce complexity, size and weight by eliminating unnecessary enclosures. Canoo’s robust electrical architecture features advanced hardware modules developed in-house, high performance power systems and advanced connectivity that can be fully integrated with future capabilities in autonomous driving. Canoo’s skateboard was developed as a complete self-contained chassis, incorporating critical crash functionality that will enable Canoo to bring new vehicles to the market faster and at a significant cost reduction. Canoo’s skateboard is independently drivable and does not require an attached cabin structure to function, enabling versatility and scalability to accommodate a flexible range of vehicle configurations that attractively broadens its usage applications and presents new B2B and B2C opportunities for Canoo including around potential licensing or engineering service arrangements.

•        Strong, Experienced Management Team.    Canoo’s senior management is highly experienced with a successful and proven track record in designing, engineering and launching vehicle and technology products at scale. Co-Founder and In Charge of Canoo, Ulrich Kranz, is a seasoned automotive industry veteran with over 30 years of executive experience at BMW. Mr.Kranz was previously in charge of several innovative vehicle and technology projects at BMW. This includes leading development efforts of the award-winning Z3 and successful X5 models. He also oversaw the reinvention of the iconic MINI brand and helped steer the business towards success, as MINI global annual sale volumes exceed 300,000 vehicles today. Mr.Kranz also headed BMW’s “Project i,” program, where he established an entirely new EV platform and led the strategic process from concept to mass production. Having worked in both Europe and the U.S., Mr.Kranz has developed strong relationships with automotive industry leaders as well as key suppliers over the duration of his career, including Canoo’s proposed contract manufacturer. Co-Founder Richard Kim is In Charge of Vehicle Design and Brand at Canoo, and is regarded an industry pioneer in EV design. Mr.Kim was also a member of BMW’s Project i, serving as Lead Exterior Designer for the BMW i3 production and concept cars, the i8 Concept and the i8 Spyder Concept. Mr.Kim also previously was the Design Manager for the VW Audi Group studio in Santa Monica, California and focused on programs for both Porsche and Audi. The exceptional backgrounds of Canoo’s other management team members are illustrated through previous technical leadership roles in areas such as vehicle design, architecture, propulsion, body and trim at large global OEMs that include BMW, MINI, Tesla, Ford, Porsche and Audi. Many of Canoo’s leadership team members have also worked together at previous firms, contributing to Canoo’s efficient collaboration and rapid success in bringing its technology to market. Further, Canoo’s impressive milestones achieved to date provide strong validation of the management team’s strategic vision and ability to cultivate a highly skilled work force across Canoo’s corporate and operational functions. Canoo’s management team is expected to remain with New Canoo to execute Canoo’s strategic plan and growth strategies.

•        Middle Market Business With Strong Investor Interest.    The pro forma equity value for New Canoo (assuming a price of $10.00 per share, which equals the price per share of the Subscription Agreements and the implied price per share in the Merger Agreements, and excluding the Earnout Shares) is approximately $2.4billion and aligns with Hennessy Capital’s targeted acquisition size. This value is increased both by (i) the oversubscription, and subsequent upsizing, of the PIPE Financing, due to strong investor interest in the PIPE Financing opportunity and (ii) Canoo’s existing shareholders receiving no cash consideration as part of the Business Combination. Existing Canoo shareholders remain fully invested in the commercial success of New Canoo, as demonstrated by their receipt of all-stock merger consideration in the Mergers, over $450million of investment in Canoo prior to the execution of the Merger Agreement, and meaningful participation in the PIPE Financing by existing Canoo shareholders.

•        Attractive Market Valuation.    In addition to the benchmarking based on strategic and commercial development achievements versus other companies in the EV and advanced mobility sector, the HCAC Board also looked at valuation based on a discounted future enterprise value methodology which it considered appropriate and required since Canoo does not plan to launch its first vehicle until 2022 and will not have all three of its planned vehicle offerings launched until 2025. The discounted future enterprise value analysis requires applying the current market multiple of the peer group to a future revenue projection to estimate the future enterprise value of Canoo, which can then be discounted to arrive at a present value for Canoo. This results in a favorable comparison to Canoo’s $1.8billion enterprise value implied by the transaction, even when applying a conservative discount rate assumption. For example, when applying an enterprise value/revenue multiple of 3.0x to Canoo’s 2025 estimated revenue

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(which revenue multiple compares conservatively to the median 2021 estimated enterprise value/revenue multiples of the Public EV Companies, the Auto Tech Companies, the Mobility Platform Companies and Consumer Subscription Companies of 4.87x, 11.10x, 2.55x and 5.70x, respectively, and an overall median of 6.72x, as described further below) and assuming a 20% annual discount rate, the present day valuation of New Canoo is $3.4billion, which implies a 46% discount for the transaction value. The HCAC Board believes this present value methodology is the most reasonable method of comparison. For additional details about the projections of Canoo’s revenue and EBITDA used in this comparative analysis, please see the section of this proxy statement/prospectus entitled “Certain Canoo Projected Financial Information.” The comparable companies used in the peer sets of Public EV Companies, the Auto Tech Companies, the Mobility Platform Companies and Consumer Subscription Companies are further described below. The public trading market valuation of comparable EV public companies (consisting of NIO Inc. (NYSE: NIO), Tesla (NASDAQ: TSLA) and BYD Company Limited (HKG: 01211.HK), collectively, the “Public EV Companies”) have estimated 2021 enterprise value/revenue multiples ranging from 1.55x to 8.55x (and a median of 4.87x) and estimated 2021 enterprise value/EBITDA multiples ranging from 14.1x to 52.5x (and a median of 33.3x), in each case based on publicly available market data as of August14, 2020. The public trading market valuation of comparable automotive technology companies (consisting of Ballard Power Systems, Inc. (NASDAQ: BLDP), Plug Power, Inc. (NASDAQ: PLUG), Nvidia Corporation (NASDAQ: NVDA), Mobileye N.V., Xilnix, Inc. (NASDAQ: XLNX), Cree, Inc. (NASDAQ: CREE), Melexis N.V. (EBR: MELE), and Ambarella, Inc. (NASDAQ: AMBA), collectively, the “Auto Tech Companies”) have estimated 2021 enterprise value/revenue multiples ranging from 4.91x to 21.90x (and a median of 11.10x) and estimated 2021 enterprise value/EBITDA multiples ranging from 19.1x to 91.6x (and a median of 32.3x), in each case based on publicly available market data as of August14, 2020; provided that the metrics for Mobileye, Inc. represent CY2018E based on pre-announcement unaffected trading price as of March10, 2017. The public trading market valuation of companies providing mobility platform alternatives to traditional car ownership (consisting of Uber Technologies, Inc. (NYSE: UBER) and Lyft, Inc. (NASDAQ: LYFT), collectively, the “Mobility Platform Companies”) have estimated 2021 enterprise value/revenue multiples ranging from 1.97x to 3.13x (and a median of 2.55x), based on publicly available market data as of August14, 2020 (neither of the Mobility Platform Companies has meaningful estimated 2021 enterprise value/EBITDA multiples). The public trading market valuation of comparable consumer subscription companies (consisting of Roku, Inc. (NASDAQ: ROKU), Netflix, Inc. (NASDAQ: NFLX), Peloton Interactive, Inc. (NASDAQ: PTON), Alarm.com Holdings, Inc. (NASDAQ: ALRM), Vivint Solar, Inc. (NYSE: VSLR), and Spotify Technology S.A. (NYSE: SPOT), collectively, the “Consumer Subscription Companies”) have estimated 2021 enterprise value/revenue multiples ranging from 4.11x to 9.11x (and a median of 5.70x) and estimated 2021 enterprise value/EBITDA multiples ranging from 10.6x to 37.8x (and a median of 23.2x), in each case based on publicly available market data as of August14, 2020.

•        Other Terms and Conditions of the Merger Agreement.    In addition to the attractive market valuation of the financial terms of the Merger Agreement, the HCAC Board considered the other terms and conditions of the Merger Agreement, including the nature and scope of the closing conditions and the likelihood of obtaining any necessary regulatory approvals.

•        Business Where Hennessy Capital Can Add Value.    Hennessy Capital’s management team has extensive experience in the transportation and transportation equipment industry, having successfully led Hennessy Capital Acquisition Corp., a SPAC (“Hennessy I”), through a business combination with the school bus manufacturer Blue Bird Corporation (NASDAQ: BLBD) (“Blue Bird”) in February 2015. A critical component of HCAC I’s investment thesis was the industry’s transition to alternative fuels with Blue Bird leading the way, having sold approximately six times more alternative fuel buses than all its competitors combined at the time of its business combination with HCAC I. In the fiscal year prior to its merger with HCAC I (fiscal year 2014), alternative fuel buses represented 15% of Blue Bird’s unit sales and as of August 2020 alternative fuel vehicles constituted a 48% mix of Blue Bird Corporation’s year-to-date sales and backlog. As part of its due diligence efforts and value creation plan, HCAC I advocated for an electric offering to further build on Blue Bird’s alternative fuel portfolio and industry leadership. In 2018, Blue Bird released its EV offerings and was the only manufacturer to offer the larger Type C and Type D configurations. Hennessy Capital’s management team also has a significant record of growing and expanding businesses from decades of experience in multiple private equity investment firms. Hennessy

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Capital’s management team’s prior experience on the board of directors of a public transportation equipment company, particularly one focused on alternative fuel vehicles including designing, manufacturing and marketing EVs, and comprehensive network of resources to support human capital, performance improvement and strategic growth initiatives will be valuable contributions to the New Canoo Board through Mr.Ethridge’s continued service as a director.

•        Pro Forma Ownership.    The HCAC Board took note of the fact that following completion of the Business Combination and assuming (for illustrative purposes) no redemptions of the Public Shares, immediately following the Closing, existing Canoo equity holders, excluding any PIPE Shares, would own approximately 71.5% of the outstanding New Canoo Common Stock post-Business Combination and are receiving no cash as part of the Business Combination. Hennessy Capital’s existing stockholders, including the Sponsor but excluding any PIPE shares, will retain an ownership interest of approximately 15.3% of the outstanding New Canoo Common Stock post-Business Combination, and the PIPE Investors, with respect to their PIPE Shares, will own approximately 13.2% of the outstanding New Canoo Common Stock post-Business Combination. The pro forma ownership percentages of the preceding sentence exclude the Earnout Shares and any shares of New Canoo Common Stock issuable upon exercise of the outstanding HCAC Warrants. While existing Hennessy Capital stockholders will collectively be minority shareholders of New Canoo, this is a reflective of the existing Canoo equity holders agreement to an all-stock merger, which preserves all of the cash proceeds of the Trust Account and PIPE Financing at the Closing for investment in Canoo’s future business plans and growth strategies. Existing Canoo equity holders are not directly exiting or reducing their positions in Canoo at the Closing as there is no cash component of the consideration, and certain existing Canoo equity holders are participating in the PIPE Financing.

The HCAC Board also gave consideration to the following negative factors, although not weighted or presented in any order of significance:

•        the risk that some of the current public stockholders would vote against the Business Combination Proposal or exercise their redemption rights, which the HCAC Board concluded was substantially mitigated because (i) the PIPE Financing provides for $323.25million in proceeds, which results in the full satisfaction of the $200million minimum cash condition under the Merger Agreement, and (ii) the fact that Public Stockholders may vote for the Business Combination Proposal while also exercising their redemption rights mitigates any incentive for a Public Stockholder to vote against the Business Combination Proposal, especially to the extent that they hold Public Warrants, which would likely be worthless if the Business Combination is not completed;

•        the risk that Canoo is unable to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale;

•        the risk that Canoo is an early stage company with a history of losses, and expects to incur significant losses for the foreseeable future, and has yet to achieve positive cash flow, and may not be able to execute on its business plan;

•        the risk that Canoo may not be able to achieve its current operating expenses or revenue assumptions, which may result in Canoo being unable to achieve its operating results forecasts;

•        the risk that Canoo’s operating and financial results forecast relies in large part upon assumptions and analyses developed by Canoo, and if these assumptions or analyses prove to be incorrect, Canoo’s actual operating results may be materially different from its forecasted results;

•        the risk that the adoption rate for EVs is slower than anticipated;

•        risk of macroeconomic uncertainty and the effects it could have on Canoo’s revenues;

•        the risk that Canoo’s consumer subscription model is different from the predominant current distribution model for automobile manufacturers, and this model may never achieve the level of market acceptance necessary to achieve profitability;

•        the risk that Canoo may fail to attract new customers in sufficient numbers or at sufficient rates or at all;

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•        the risk that Canoo will continue to rely on third-party outsourcing partners to manufacture and warehouse its EVs, and to supply critical components and systems, and these suppliers may be unable to supply Canoo with its required materials at prices or volumes acceptable to Canoo;

•        the risk that Canoo’s future capital needs may require Canoo to sell additional equity or debt securities that may dilute its stockholders or introduce restrictive covenants;

•        the risk that certain key employees and customers of Canoo might not choose to remain with the combined company post-Business Combination;

•        the risks and costs to Canoo if the Business Combination is not completed, including potential employee attrition and the potential effect on business and customer relationships;

•        the risks associated with Canoo’s operations being subject to complex laws, rules and regulations that can adversely affect the cost, manner or feasibility of doing business;

•        the risk of competition in a highly competitive and rapidly evolving industry, including competition with competitors and the potential for new entrants gaining market share;

•        the risk that Canoo’s obligations associated with being a public reporting company will require significant resources and management attention and Canoo will need to hire additional personnel;

•        the risk that the Business Combination might not be consummated in a timely manner or that the Closing might not occur despite the companies’ efforts, including by reason of a failure to obtain the approval of Hennessy Capital’s stockholders;

•        the risk that Hennessy Capital did not obtain a third-party valuation or fairness opinion;

•        the risk that current Hennessy Capital shareholders will hold a minority position in the combined company post-Business Combination;

•        the risk that the transactions contemplated by the Merger Agreement would not be completed in accordance with its terms or at all;

•        the inability to maintain the listing of HCAC Class A Common Stock on the Nasdaq prior to or following the Business Combination;

•        the significant fees and expenses associated with completing the Business Combination and the substantial time and effort of management required to complete the Business Combination;

•        the other risks described in the section of this proxy statement/prospectus entitled “Risk Factors”; and

•        the fact that the Sponsor and Hennessy Capital’s officers and directors may have interests in the Business Combination that are different from, or are in addition to, the interests of Public Stockholders, including the matters described under “— Interests of Hennessy Capital Directors and Officers in the Business Combination” below. However, the HCAC Board concluded that the potentially disparate interests would be mitigated because (i) these interests were disclosed in the prospectus for the IPO and would be included in this proxy statement/prospectus, (ii) these disparate interests would exist with respect to a business combination with any target company and (iii) the Business Combination was structured so that the Business Combination may be completed even if Public Stockholders redeem a substantial portion of the Public Shares.

The HCAC Board concluded that these risks could be managed or mitigated by Hennessy Capital or were unlikely to have a material impact on the Business Combination or Hennessy Capital, and that, overall, the potentially negative factors or risks associated with the Business Combination were outweighed by the potential benefits of the Business Combination to Hennessy Capital and its stockholders. The HCAC Board realized that there can be no assurance about future results, including results considered or expected as disclosed in the foregoing reasons. The foregoing discussion of the material factors considered by the HCAC Board is not intended to be exhaustive, but does set forth the principal factors considered by the HCAC Board.

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Certain Canoo Projected Financial Information

Canoo provided Hennessy Capital with its internally prepared forecasts for each of the years in the six-year period ending December31, 2026. Hennessy Capital and Canoo do not, as a matter of general practice, publicly disclose long-term forecasts or internal projections of their future performance, revenue, financial condition or other results. However, in connection with the proposed Business Combination, management of Canoo prepared the financial projections set forth below to present key elements of the forecasts provided to Hennessy Capital. Hennessy Capital is including the following summary of certain Canoo internal, unaudited prospective financial information from Canoo’s management team’s projections for the combined company post-Business Combination solely because that information was made available to the HCAC Board in connection with the evaluation of the Business Combination. Canoo’s forecasts were prepared solely for internal use and not with a view toward public disclosure, the published guidelines of the SEC regarding projections or the guidelines established by the American Institute of Certified Public Accountants for the preparation and presentation of prospective financial information, but, in the view of Canoo’s management team, was prepared on a reasonable basis, reflects the best currently available estimates and judgments and presents, to the best of management’s knowledge and belief, the expected course of action and the expected future financial performance.

The inclusion of financial projections in this proxy statement/prospectus should not be regarded as an indication that Hennessy Capital, Canoo, their respective boards of directors, or their respective affiliates, advisors or other representatives considered, or now considers, such financial projections necessarily to be predictive of actual future results or to support or fail to support your decision whether to vote for or against the Business Combination Proposal. The financial projections are not fact and should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement/prospectus, including investors or stockholders, are cautioned not to place undue reliance on this information. You are cautioned not to rely on the projections in making a decision regarding the Business Combination, as the projections may be materially different than actual results. Hennessy Capital does not intend to reference these financial projections in its future periodic reports filed under the Exchange Act.

The financial projections reflect numerous estimates and assumptions with respect to general business, economic, industry, regulatory, market and financial conditions and trends and other future events, as well as matters specific to Canoo’s business, all of which are difficult to predict and many of which are beyond Canoo’s and Hennessy Capital’s control. The financial projections are forward-looking statements that are inherently subject to significant uncertainties and contingencies, many of which are beyond Canoo’s and Hennessy Capital’s control and Canoo’s limited operating history makes evaluating its business and future prospects, including the assumptions and analyses developed by Canoo upon which operating and financial results forecast rely, difficult and uncertain. The various risks and uncertainties include risks related to changes or adjustments in Canoo’s product lineup and production volumes, commercial launch plan, go-to-market strategy and subscription model as it identifies new areas of demand and product opportunities, as well as future market adoption of Canoo’s offerings and others set forth in the sections entitled “Risk Factors,” “Canoo’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Cautionary Note Regarding Forward-Looking Statements.” As a result, there can be no assurance that the projected results will be realized or that actual results will not be significantly higher or lower than projected. Since the financial projections cover multiple years, such information by its nature becomes less reliable with each successive year. These financial projections are subjective in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments.

Furthermore, the financial projections do not take into account any circumstances or events occurring after the date they were prepared. None of Canoo’s independent registered accounting firm, Hennessy Capital’s independent registered accounting firm or any other independent accountants, have compiled, examined or performed any procedures with respect to the financial projections included below, nor have they expressed any opinion or any other form of assurance on such information or their accuracy or achievability, and they assume no responsibility for, and disclaim any association with, the financial projections. Nonetheless, a summary of the financial projections is provided in this proxy statement/prospectus because they were made available to Hennessy Capital and the HCAC Board in connection with their review of the proposed Business Combination.

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EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE FEDERAL SECURITIES LAWS, BY INCLUDING IN THIS PROXY STATEMENT/PROSPECTUS A SUMMARY OF THE FINANCIAL PROJECTIONS FOR CANOO, HENNESSY CAPITAL UNDERTAKES NO OBLIGATIONS AND EXPRESSLY DISCLAIMS ANY RESPONSIBILITY TO UPDATE OR REVISE, OR PUBLICLY DISCLOSE ANY UPDATE OR REVISION TO, THESE FINANCIAL PROJECTIONS TO REFLECT CIRCUMSTANCES OR EVENTS, INCLUDING UNANTICIPATED EVENTS, THAT MAY HAVE OCCURRED OR THAT MAY OCCUR AFTER THE PREPARATION OF THESE FINANCIAL PROJECTIONS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING THE FINANCIAL PROJECTIONS ARE SHOWN TO BE IN ERROR OR CHANGE.

The projected financial information included in the document has been prepared by, and is the responsibility of, Canoo’s management. None of WithumSmith+Brown, PC, Hennessy Capital’s independent registered public accounting firm, or PricewaterhouseCoopers LLP, the independent registered public accounting firm of Canoo, has audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the accompanying prospective financial information presented herein and, accordingly, WithumSmith+Brown, PC and PricewaterhouseCoopers LLP expresses no opinion or any other form of assurance on it. The PricewaterhouseCoopers LLP report included in this proxy statement/prospectus relates to historical audited financial statements of Canoo. It does not extend to the projected financial information and should not be read as if it does.

The key elements of the Canoo projections provided by Canoo’s management team to Hennessy Capital, each of which is subject to change, which assume (i) the start of serial production of the Lifestyle Vehicle in mid 2022, (ii) the start of serial production of the Delivery Vehicle in 2023, and (iii) subscriptions of the Sport Vehicle becoming available to consumers in 2025, are summarized in the tables below:

Projected Financial Metrics:

(in millions)	Forecast
	Year Ended December 31,
	2021E			2022E			2023E			2024E		2025E		2026E
Subscription Revenue(1)	$	—		$	79		$	265		$	630	$	1,191	$	1,927
Engineering & B2B Revenue(2)	$	120		$	250		$	575		$	800	$	1,150	$	2,200
Total Revenue	$	120		$	329		$	840		$	1,430	$	2,341	$	4,127
Subscription Gross Profit(3)	$	—		$	30		$	108		$	256	$	468	$	730
Engineering & B2B Gross Profit(2)	$	25		$	95		$	89		$	172	$	239	$	449
Total Gross Profit(3)	$	25		$	125		$	197		$	429	$	707	$	1,178
EBITDA(3)	$	(349	)	$	(245	)	$	(69	)	$	188	$	522	$	964
EBIT	$	(372	)	$	(287	)	$	(118	)	$	127	$	461	$	903
Operating Capital expenditures(4)	$	128		$	175		$	56		$	91	$	16	$	16

____________

(1)      Includes subscriptions for the Lifestyle Vehicle and the Sport Vehicle.

(2)      Includes sales of the Delivery Vehicle.

(3)      Includes projected fleet vehicle depreciation in cost of goods sold.

(4)      Excludes vehicle fleet capital expenditures.

Projected Volumes:

(Vehicle Units Volume)	Forecast
	Year Ended December 31,
	2021E	2022E	2023E	2024E	2025E	2026E
Lifestyle Vehicle	—	10,000	25,000	50,000	50,000	50,000
Delivery Vehicle	—	—	5,000	10,000	20,000	50,000
Sport Vehicle	—	—	—	—	25,000	50,000
Total Volume	—	10,000	30,000	60,000	95,000	150,000
Cumulative Fleet Vehicles for Consumer Subscription(1)	—	10,000	35,000	85,000	160,000	260,000

____________

(1)      Includes Lifestyle Vehicle and Sport Vehicle.

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Projected revenue is based on a variety of (i) operational assumptions, including the number and size of Canoo’s engineering and licensing engagements, the number of vehicles produced by the contract manufacturer, the number Delivery Vehicles sold, the number of customer subscriptions for Lifestyle Vehicles and Sport Vehicles and the average pricing of Canoo’s vehicle subscriptions and vehicle sales, and (ii) projections and assumptions about industry trends, such as a projected increase in transportation as a service market and the popularity of subscription services with consumers and Canoo’s ability to respond to such trends.

Projected gross profit is driven by expected cost paid to the contract manufacturer, bill of material cost and fleet vehicle depreciation cost, as well as vehicle service, warranty, insurance and other fleet management related costs.

EBIT and EBITDA, non-GAAP measures, are additions to, and not substitutes for or superior to, measures of financial performance prepared in accordance with GAAP and should not be considered, individually or collectively, as alternatives to net income, operating income or any other performance measure derived in accordance with GAAP or as alternative to cash flows from operating activities as a measure of liquidity.

Other key assumptions impacting profitability projections include headcount; entering into a definitive agreement with Canoo’s contract manufacturer; and critical assumptions underlying Canoo’s projected unit economics, including the revenue generated on an individual vehicle basis, the utilization rate, a monthly subscription fee in line with the all-in costs of traditional leases of comparable EVs, the availability and size of zero-emission vehicle credits, the costs associated with fleet maintenance for regular maintenance over the estimated 12-year life of the vehicle and for product refreshes, vehicle licensing and registration fees and the availability of and interest rates for debt financing.

Annual operating capital expenditures primarily relate to the initial establishment of the production facilities of Canoo’s contract manufacturer and other investment costs that will be Canoo’s responsibility.

Interests of Hennessy Capital Directors and Officers in the Business Combination

When you consider the recommendation of the HCAC Board in favor of approval of the Business Combination Proposal, you should keep in mind that certain of Hennessy Capital’s board of directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a stockholder or warrantholder. These interests include, among other things:

•        the beneficial ownership of the Sponsor and certain of Hennessy Capital’s board of directors and officers of an aggregate of 6,631,820shares of HCAC Class B Common Stock, which were acquired for an aggregate purchase price of $25,000 prior to the IPO, and 11,739,394 Private Placement Warrants, which were acquired for an aggregate purchase price of $11,739,394 simultaneously with the consummation of the IPO, which shares and warrants would become worthless if Hennessy Capital does not complete a business combination within the applicable time period, as the Founders have waived any redemption right with respect to these shares. Such shares and warrants have an aggregate market value of approximately $68.4million and $16.7million, respectively, based on the closing price of HCAC Class A Common Stock of $10.31 and Public Warrants of $1.42 on Nasdaq on October27, 2020, the record date for the special meeting of stockholders. Each of our officers and directors is a member of the Sponsor. Hennessy Capital LLC is the managing member of the Sponsor and has voting and investment discretion with respect to the common stock held by the Sponsor. Daniel J. Hennessy is the manager of Hennessy Capital LLC;

•        as compensation for his services rendered to Hennessy Capital prior to the Business Combination, Mr.Ethridge, Hennessy Capital’s President and Chief Operating Officer, will receive a $500,000 cash payment upon the successful completion of its initial business combination;

•        the anticipated continuation of Greg Ethridge, Hennessy Capital’s President, Chief Operating Officer and director, as a director of New Canoo;

•        Hennessy Capital SPV II LLC, an entity controlled by Daniel J. Hennessy, has entered into a Subscription Agreement as part of the PIPE Financing for the purchase of 500,000 PIPE Shares for an aggregate purchase price of $5.0million;

•        the continued indemnification of current directors and officers of Hennessy Capital and the continuation of directors’ and officers’ liability insurance after the Business Combination;

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•        the fact that our Sponsor, officers and directors will be reimbursed for out-of-pocket expenses incurred in connection with activities on our behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations; and

•        the fact that our Sponsor, officers and directors will lose their entire investment in us if an initial business combination is not completed.

Potential Actions to Secure Requisite Stockholder Approvals

In connection with the stockholder vote to approve the Business Combination, the Sponsor and Hennessy Capital’s board of directors, officers, advisors or their affiliates may privately negotiate transactions to purchase shares of HCAC Common Stock from stockholders who would have otherwise elected to have their shares redeemed in conjunction with the Business Combination for a per share pro rata portion of the Trust Account. None of the Sponsor or Hennessy Capital’s board of directors, officers, advisors or their affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller of such shares. Such a purchase of shares may include a contractual acknowledgement that such stockholder, although still the record holder of the shares of HCAC Common Stock is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor or Hennessy Capital’s board of directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from Public Stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are in excess of the per share pro rata portion of the Trust Account. The purpose of these purchases would be to increase the amount of cash available to Hennessy Capital for use in the Business Combination.

Regulatory Approvals Required for the Business Combination

Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”) and related rules, certain transactions, including the Business Combination, may not be completed until notifications have been given and information is furnished to the Antitrust Division of the DOJ and the FTC and all statutory waiting period requirements have been satisfied. Completion of the Business Combination is subject to the expiration or earlier termination of the applicable waiting period under the HSR Act. On September9, 2020, we received notice of early termination of the waiting period under the HSR Act.

At any time before or after the expiration of the statutory waiting periods under the HSR Act, the Antitrust Division of the DOJ and the FTC may take action under the antitrust laws, including seeking to enjoin the completion of the Business Combination, to rescind the Business Combination or to conditionally permit completion of the Business Combination subject to regulatory conditions or other remedies. In addition, non-U.S. regulatory bodies and U.S. state attorneys general could take action under other applicable regulatory laws as they deem necessary or desirable in the public interest, including, without limitation, seeking to enjoin or otherwise prevent the completion of the Business Combination or permitting completion subject to regulatory conditions. Private parties may also seek to take legal action under regulatory laws under some circumstances. There can be no assurance that a challenge to the Business Combination on antitrust grounds will not be made or, if such a challenge is made, that it would not be successful. Hennessy Capital and Canoo are not aware of any other regulatory approvals in the United States required for the consummation of the Business Combination.

Accounting Treatment of the Business Combination

The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Hennessy Capital will be treated as the “acquired” company for financial reporting purposes. For accounting purposes, Canoo will be deemed to be the accounting acquirer in the transaction and, consequently, the transaction will be treated as a recapitalization of Canoo (i.e., a capital transaction involving the issuance of stock by Hennessy Capital for the stock of Canoo). Accordingly, the consolidated assets, liabilities and results of operations of Canoo will become the historical financial statements of New Canoo, and Hennessy Capital’s assets, liabilities and results of operations will be consolidated with Canoo beginning on the acquisition date.

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Canoo has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

•        Canoo’s business will comprise the ongoing operations of the combined company immediately following the consummation of the Business Combination, which we refer to herein as “New Canoo;”

•        Canoo’s senior management will serve as senior management of New Canoo;

•        Canoo’s existing shareholders will have the greatest voting interest in New Canoo and a majority interest under both the no redemption and maximum redemption scenarios (holding approximately 71.5% and 81.5% of the total shares outstanding of New Canoo under the no redemption and maximum redemption scenarios, respectively);

•        Canoo’s existing directors and individuals designated by, or representing, Canoo’s existing shareholders will constitute at least four of the seven members of the initial New Canoo Board following the consummation of the Business Combination;

•        Canoo’s existing shareholders will have the ability to control decisions regarding election and removal of directors from the New Canoo Board; and

•        New Canoo will continue to operate under the Canoo tradename and the headquarters of New Canoo will be Canoo’s existing headquarters.

Other factors were considered, including the purpose and intent of the Business Combination, noting that the preponderance of evidence as described above is indicative that Canoo is the accounting acquirer in the Business Combination.

Sources and Uses of Funds

The following table summarizes the sources and uses for funding the Business Combination assuming no redemptions of any Public Shares and approximately $306.6million of cash remaining in our Trust Account:

Sources:			Uses:
($ in millions)
Proceeds from Trust Account	$	307	Equity Consideration to Canoo equity holders	$	1,750
Proceeds from PIPE Financing	$	323	Cash to Canoo Balance Sheet	$	609
Hennessy Capital Equity Consideration	$	1,750	Estimated Total Fees and Expenses	$	41
Cash from Canoo Balance Sheet (for Canoo Fees and Expenses)	$	20
Total Sources	$	2,400	Total Uses	$	2,400

The following table summarizes the sources and uses for funding the Business Combination assuming that all 29,803,439shares of HCAC Class A Common Stock are redeemed for an aggregate payment of approximately $306.6million (based on the estimated per share redemption price of approximately $10.29 per share based on the fair value of marketable securities held in the Trust Account as of September30, 2020 of approximately $306.6million) from the Trust Account:

Sources:			Uses:
($ in millions)
Proceeds from Trust Account	$	0	Equity Consideration to Canoo equity holders	$	1,750
Proceeds from PIPE Financing	$	323	Cash to Canoo Balance Sheet	$	303
Hennessy Capital Equity Consideration	$	1,750	Estimated Total Fees and Expenses	$	41
Cash from Canoo Balance Sheet (for Canoo Fees and Expenses)	$	20
Total Sources	$	2,093	Total Uses	$	2,093	*

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*        Figures have been rounded for ease of presentation and may not sum due to rounding.

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All of the sources and uses above are for illustrative purposes only. Where actual amounts are not known or knowable, the figures above represent Hennessy Capital’s good faith estimate of such amounts.

Satisfaction of 80% Test

Nasdaq rules require that an initial business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of signing a definitive agreement in connection with an initial business combination. The HCAC Board has determined that the fair market value of the Business Combination meets this test. In making such determination, the HCAC Board considered, among other factors, the implied valuation of Canoo based on the market valuation of comparable companies (as discussed in the section of this proxy statement/prospectus entitled “Hennessy Capital’s Board of Directors’ Reasons for the Approval of the Business Combination”) and the price per share of HCAC Class A Common Stock to be paid by PIPE Investors in the PIPE Financing. As a result, the HCAC Board concluded that the fair market value of Canoo was significantly in excess of 80% of the funds held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned).

Name; Headquarters of New Canoo

The name of the combined company after the Business Combination will be Canoo Inc., and our headquarters will be located at 19951 Mariner Avenue, Torrance, California 90503 and our phone number will be (424) 271-2144.

Board of New Canoo following the Business Combination

Upon the Closing, we anticipate that the New Canoo Board will consist of seven members, reclassified into three separate classes, with each class serving a three-year term; except with respect to the election of directors at the special meeting pursuant to Proposal No. 6 — The Election of Directors Proposal, the Class I directors will be elected to an initial one-year term (and three-year terms subsequently), the Class II directors will be elected to an initial two-year term (and three-year terms subsequently) and the Class III directors will be elected to an initial three-year term (and three-year terms subsequently). All of our existing directors of Hennessy Capital, except for Greg Ethridge, our President, Chief Operating Officer and director, have informed us that they will resign from our board of directors upon Closing.

Our board of directors has nominated the following individuals for election at our special meeting pursuant to Proposal No. 6 — The Election of Directors Proposal:

•        Class I Directors:              and             ;

•        Class II Directors:              and             ; and

•        Class III Directors:             ,              and             .

For additional details, see the sections of this proxy statement/prospectus entitled “Proposal No. 6 — The Election of Directors Proposal” and “Management After the Business Combination.”

Redemption Rights

Pursuant to our Existing Charter, holders of Public Shares may elect to have their Public Shares redeemed for cash at the applicable redemption price per share calculated in accordance with our Existing Charter. For illustrative purposes, based on funds in the Trust Account of approximately $306.6million on October27, 2020, the estimated per share redemption price would have been approximately $10.29. If a Public Stockholder exercises its redemption rights, then such Public Stockholder will be exchanging its shares of our HCAC Class A Common Stock for cash and will no longer own shares of Hennessy Capital. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to our transfer agent in accordance with the procedures described herein. Each redemption of Public Shares by our Public Stockholders will decrease the amount in our Trust Account, which holds approximately $306.6million on October27, 2020 (net of taxes payable). See the section entitled “Special Meeting in Lieu of 2020 Annual Meeting of Hennessy Capital Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

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Appraisal Rights

There are no appraisal rights available to our stockholders or warrantholders in connection with the Business Combination.

Ownership of New Canoo After the Closing

It is anticipated that, upon the completion of the Business Combination, the ownership of New Canoo will be as follows:

	Assuming No Redemption			Assuming Maximum Redemption
	Number of shares of New Canoo Common Stock	%		Number of shares of New Canoo Common Stock	%
Current Canoo Equityholders(1)	175,000,000	71.5	%	175,000,000	81.5	%
PIPE Investors	32,325,000	13.2	%	32,325,000	15.0	%
Current Hennessy Capital Stockholders(2)	37,307,189	15.3	%	7,503,750	3.5	%
Total	244,632,189			214,828,750

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(1)      Excludes 3,525,000 PIPE Shares to be issued in the aggregate to certain current Canoo equity holders, which are included in “PIPE Investors” total.

(2)      Excludes 1,100,000 PIPE Shares to be issued in the aggregate to an entity controlled by the Anchor Investor and an entity controlled by Daniel J. Hennessy, the Chairman and CEO of Hennessy Capital and nominee for the New Canoo Board, which are included in the “PIPE Investors” total.

The numbers of shares of New Canoo Common Stock Assuming No Redemption set forth above assumes that no Public Stockholders elect to have their Public Shares redeemed, and the numbers of shares of New Canoo Common Stock Assuming Maximum Redemption set forth above assumes that 100% of the Public Shares (i.e., 29,803,439shares) are redeemed. The numbers of shares and percentage interests set forth above are based on a number of additional assumptions, including that (i) there are no other equity issuances by New Canoo, (ii) the vesting of all shares of New Canoo Common Stock received in respect of the Canoo Restricted Shares, (iii) the vesting and exercise of all Converted Options for shares of New Canoo Common Stock, and (iv) the vesting of all Converted RSU Awards and the issuance of shares of New Canoo Common Stock in respect thereof. If the actual facts differ from our assumptions, the numbers of shares and percentage interests set forth above will be different. In addition, the numbers of shares and percentage interests set forth above do not take into account (i) potential future exercises of HCAC Warrants and (ii) the Earnout Shares.

For example, if we assume that (i) all of the 22,511,250 Public Warrants and 1,842,106 Private Placement Warrants that will remain outstanding post-Business Combination were exercisable and exercised following completion of the Business Combination and (ii) all of the 15,000,000 Earnout Shares become issuable in accordance with their terms, then the anticipated ownership of New Canoo at the Closing would be as follows:

	Assuming No Redemption			Assuming Maximum Redemption
	Number of shares of New Canoo Common Stock	%		Number of shares of New Canoo Common Stock	%
Current Canoo Equityholders(1)	190,000,000	66.9	%	190,000,000	74.7	%
PIPE Investors	32,325,000	11.4	%	32,325,000	12.7	%
Current Hennessy Capital Equityholders(2)	61,660,545	21.7	%	31,857,106	12.5	%
Total	283,985,545			254,182,106

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(1)      Excludes 3,525,000 PIPE Shares to be issued in the aggregate to certain current Canoo equity holders, which are included in “PIPE Investors” total.

(2)      Excludes 1,100,000 PIPE Shares to be issued in the aggregate to an entity controlled by the Anchor Investor and an entity controlled by Daniel J. Hennessy, the Chairman and CEO of Hennessy Capital and nominee for the New Canoo Board, which are included in the “PIPE Investors” total.

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The numbers of shares of New Canoo Common Stock Assuming No Redemption set forth above assumes that no Public Stockholders elect to have their Public Shares redeemed, and the numbers of shares of New Canoo Common Stock Assuming Maximum Redemption set forth above assumes that 100% of the Public Shares (i.e., 29,803,439shares) are redeemed. The numbers of shares and percentage interests set forth above are based on a number of additional assumptions, including that (i) there are no other equity issuances by New Canoo, (ii) the vesting of all shares of New Canoo Common Stock received in respect of the Canoo Restricted Shares, (iii) the vesting and exercise of all Converted Options for shares of New Canoo Common Stock, and (iv) the vesting of all Converted RSU Awards and the issuance of shares of New Canoo Common Stock in respect thereof. If the actual facts differ from our assumptions, the numbers of shares and percentage interests set forth above will be different.

Vote Required for Approval

The Business Combination Proposal is conditioned on the approval of the Nasdaq Proposal at the special meeting.

The Business Combination Proposal (and consequently, the Merger Agreement and the transactions contemplated thereby, including the Business Combination) will be approved and adopted only if at least a majority of the votes cast in person online or by proxy at the special meeting vote “FOR” the Business Combination Proposal. Failure to vote by proxy or to vote in person online at the special meeting or an abstention from voting will have no effect on the outcome of the vote on the Business Combination Proposal.

Recommendation of Hennessy Capital’s Board of Directors

HENNESSY CAPITAL’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE BUSINESS COMBINATION PROPOSAL.

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THE MERGER AGREEMENT AND PLAN OF REORGANIZATION

The following is a summary of the material terms of the Merger Agreement. A copy of the Merger Agreement is attached as Annex A to this proxy statement/prospectus and is incorporated by reference into this proxy statement/prospectus. The Merger Agreement has been attached to this proxy statement/prospectus to provide you with information regarding its terms. It is not intended to provide any other factual information about Hennessy Capital, First Merger Sub, Second Merger Sub or Canoo. The following description does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement. You should refer to the full text of the Merger Agreement for details of the Mergers (as defined below) and the terms and conditions of the Merger Agreement.

The Merger Agreement contains representations and warranties that Hennessy Capital, First Merger Sub and Second Merger Sub, on the one hand, and Canoo, on the other hand, have made to one another as of specific dates. These representations and warranties have been made for the benefit of the other parties to the Merger Agreement and may be intended not as statements of fact but rather as a way of allocating the risk to one of the parties if those statements prove to be incorrect. In addition, the assertions embodied in the representations and warranties are qualified by information in confidential disclosure schedules exchanged by the parties in connection with signing the Merger Agreement. While Hennessy Capital and Canoo do not believe that these disclosure schedules contain information required to be publicly disclosed under the applicable securities laws, other than information that has already been so disclosed, the disclosure schedules do contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the attached Merger Agreement. Accordingly, you should not rely on the representations and warranties as current characterizations of factual information about Hennessy Capital or Canoo, because they were made as of specific dates, may be intended merely as a risk allocation mechanism between Hennessy Capital, First Merger Sub, Second Merger Sub and Canoo, and are modified by the disclosure schedules.

General; Structure of the Mergers

On August17, 2020, Hennessy Capital, First Merger Sub, Second Merger Sub and Canoo entered into the Merger Agreement, pursuant to which: (a) First Merger Sub will merge with and into Canoo (the “First Merger”), with Canoo surviving the First Merger as a wholly owned subsidiary of Hennessy Capital (Canoo, in its capacity as the surviving corporation of the First Merger, is sometimes referred to as the “Surviving Corporation”); and (b) as soon as practicable, but in any event within 10 days following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Corporation will merge with and into Second Merger Sub (the “Second Merger” and, together with the First Merger, the “Mergers”), with Second Merger Sub being the surviving entity of the Second Merger (Second Merger Sub, in its capacity as the surviving entity of the Second Merger, is sometimes referred to herein as the “Surviving Entity”).

The First Merger is to become effective by the filing of a plan of merger with the Registrar of Companies of the Cayman Islands and will be effective immediately upon such filing or upon such later time as may be agreed by the parties and specified in such plan of merger (such time, the “Effective Time”). The parties will hold the closing of the First Merger (the “Closing”) immediately prior to such filing of the plan of merger, following, but in no event later than the third business day after, the satisfaction or waiver (to the extent such waiver is permitted by applicable law) of the conditions set forth in the Merger Agreement (other than those conditions that by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of those conditions at such time), or on such other date, time or place as Hennessy Capital and Canoo may mutually agree.

The Second Merger is to become effective by filing a plan of merger with the Registrar of Companies of the Cayman Islands and a certificate of merger with the Secretary of State of the State of Delaware as soon as practicable following the Effective Time, but in any event within 10 days of the Effective Time, and will be effective immediately upon such filings or such later time as may be agreed by the parties and specified in such filings (such time, the “Second Effective Time”).

Conversion of Securities

Immediately prior to the Effective Time, Canoo will cause each Canoo Preference Share that is issued and outstanding immediately prior to the Effective Time to be automatically converted into a number of Canoo Ordinary Shares at the then-effective conversion rate as calculated pursuant to the Second Amended and Restated Memorandum

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and Articles of Association of Canoo. All of the Canoo Preference Shares converted into Canoo Ordinary Shares will no longer be outstanding and will cease to exist, and each holder of Canoo Preference Shares will thereafter cease to have any rights with respect to such securities.

At the Effective Time, by virtue of the First Merger and without any action on the part of Hennessy Capital, First Merger Sub, Canoo or the holders of any of the following securities:

(a)     each Canoo Ordinary Share (including each Canoo Ordinary Share subject to forfeiture restrictions or other restrictions (each, a “Canoo Restricted Share”), and including Canoo Ordinary Shares resulting from the conversion of Canoo Preference Shares described above) that is issued and outstanding immediately prior to the Effective Time will be canceled and converted into (i) the right to receive the number of shares of HCAC Class A Common Stock equal to the Exchange Ratio (as defined below), and (ii) the contingent right to receive a number of shares of HCAC Class A Common Stock, as described further below (such shares, the “Earnout Shares”), (which consideration, collectively, shall hereinafter be referred to as the “Per Share Merger Consideration”); provided, however, that each share of HCAC Class A Common Stock issued in exchange for Canoo Restricted Shares will be subject to the terms and conditions giving rise to a substantial risk of forfeiture that applied to such Canoo Restricted Shares immediately prior to the Effective Time to the extent consistent with the terms of such Canoo Restricted Shares;

(b)    each Canoo Ordinary Share (including Canoo Restricted Shares, as applicable) and Canoo Preference Share (collectively, the “Canoo Shares”) held in the treasury of Canoo will be cancelled without any conversion thereof and no payment or distribution will be made with respect thereto;

(c)     each ordinary share of First Merger Sub, par value $1.00 per share, issued and outstanding immediately prior to the Effective Time will be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.0001 per share, of the Surviving Corporation;

(d)    each option to purchase Canoo Ordinary Shares, whether or not vested, that is outstanding immediately prior to the Effective Time (each, a “Canoo Option”) will be assumed by Hennessy Capital and converted into (i) an option to purchase shares of HCAC Class A Common Stock (each, a “Converted Option”), and (ii) the contingent right to receive a number of Earnout Shares following the Closing. Each Converted Option will have and be subject to the same terms and conditions (including vesting and exercisability terms) as were applicable to such Canoo Option immediately before the Effective Time, except that (A) each Converted Option will be exercisable for that number of shares of HCAC Class A Common Stock equal to the product (rounded down to the nearest whole number) of (1) the number of Canoo Ordinary Shares subject to Canoo Option immediately before the Effective Time and (2) the Exchange Ratio; and (B) the per share exercise price for each share of HCAC Class A Common Stock issuable upon exercise of the Converted Option will be equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (1) the exercise price per Canoo Ordinary Share of such Canoo Option immediately before the Effective Time by (2) the Exchange Ratio; and

(e)     each award of restricted stock units to acquire Canoo Ordinary Shares (collectively “Canoo RSUs”) that is outstanding immediately prior to the Effective Time will be assumed by Hennessy Capital and converted into (i) an award of restricted share units to acquire shares of HCAC Class A Common Stock (each, a “Converted RSU Award”), and (ii) the contingent right to receive a number of Earnout Shares following the Closing. Each Converted RSU Award will have and be subject to the same terms and conditions (including vesting and exercisability terms) as were applicable to such award of Canoo RSUs immediately before the Effective Time, except that each Converted RSU Award will represent the right to acquire that number of shares of HCAC Class A Common Stock equal to the product (rounded down to the nearest whole number) of (A) the number of Canoo Ordinary Shares subject to Canoo RSU award immediately before the Effective Time and (B) the Exchange Ratio.

(f)     “Exchange Ratio” means the quotient obtained by dividing (A) 175,000,000 by (B) the total number of Canoo Ordinary Shares outstanding immediately prior to the Effective Time, expressed on a fully diluted and as-converted to Canoo Ordinary Shares basis, and including, without limitation or duplication, (A) the number of Canoo Ordinary Shares subject to unexpired, issued and outstanding Canoo Options, (B) Canoo Restricted Shares, (C) the number of Canoo Ordinary Shares issuable upon exercising the Canoo ordinary

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share purchase warrant, (D) the number of Canoo Ordinary Shares issuable upon the conversion of Canoo Preferred Shares as described above and (E) the number of Canoo Ordinary Shares subject to unexpired, issued and outstanding Canoo RSUs.

At the effective time of the Second Merger (the “Second Effective Time”), by virtue of the Second Merger and without any action on the part of Hennessy Capital, Surviving Corporation, Second Merger Sub or the holders of any securities of Hennessy Capital or the Surviving Corporation or the Second Merger Sub: (x) each ordinary share of the Surviving Corporation issued and outstanding immediately prior to the Second Effective Time will be canceled and will cease to exist without any conversion thereof or payment therefor; and (y) each membership interest in Second Merger Sub issued and outstanding immediately prior to the Second Effective Time will be converted into and become one validly issued, fully paid and non-assessable membership interest in the Surviving Entity, which will constitute the only outstanding equity of the Surviving Entity. From and after the Second Effective Time, all certificates, if any, representing membership interests in Second Merger Sub will be deemed for all purposes to represent the number of membership interests of the Surviving Entity which they were converted in accordance with the immediately preceding sentence.

Earnout Shares

Pursuant to the contingent rights set forth above, up to 15million Earnout Shares will be payable to the holders of (i) Canoo Ordinary Shares, including each Canoo Restricted Share and the Canoo Ordinary Shares resulting from the conversion of Canoo Preference Shares described above, (ii) restricted stock units to acquire Canoo Ordinary Shares, (iii) options to purchase Canoo Ordinary Shares, and (iv) the Canoo ordinary share purchase warrant, in each case as of immediately prior to the Effective Time, in the amounts and upon satisfaction of the applicable share price thresholds set forth below:

(a)     If the closing share price of HCAC Class A Common Stock is greater than or equal to $18.00 for any 20 trading days within any 30-trading day period that occurs after the closing date of the Business Combination (the “Closing Date”) and on or prior to the two (2) year anniversary of the Closing Date (the first occurrence of the foregoing being referred to as the “$18 Share Price Milestone”), a number of shares of HCAC Class A Common Stock equal to (i) the percentage allocation of the closing number of HCAC Class A Common Stock issued to such holder at the Closing multiplied by (ii) 5,000,000 (the “$18 Earnout Shares”);

(b)    If the closing share price of HCAC Class A Common Stock is greater than or equal to $25.00 for any 20 trading days within any 30-trading day period that occurs after the Closing Date and on or prior to the four (4) year anniversary of the Closing Date (the first occurrence of the foregoing being referred to as the “$25 Share Price Milestone”), a number of shares of HCAC Class A Common Stock equal to (i) the percentage allocation of the closing number of HCAC Class A Common Stock issued to such holder at the Closing multiplied by (ii) 5,000,000 (the “$25 Earnout Shares”); and

(c)     If the closing share price of HCAC Class A Common Stock is greater than or equal to $30.00 for any 20 trading days within any 30-trading day period that occurs after the Closing Date and on or prior to the five (5) year anniversary of the Closing Date (the first occurrence of the foregoing being referred to as the “$30 Share Price Milestone”), a number of shares of HCAC Class A Common Stock equal to (i) the percentage allocation of the closing number of HCAC Class A Common Stock issued to such holder at the Closing multiplied by (ii) 5,000,000 (the “$30 Earnout Shares”).

In the event that (x) there is a Change of Control (as defined below) (or a definitive agreement providing for a Change of Control has been entered into) (A) after the Closing and prior to (i) with respect to the $18 Earnout Shares, the two (2) year anniversary of the Closing Date, (ii) with respect to the $25 Earnout Shares, the four (4) year anniversary of the Closing Date or (iii) with respect to the $30 Earnout Shares, the five (5) year anniversary of the Closing Date and (B) the value of the consideration to be received by the holders of the HCAC Class A Common Stock in such Change of Control transaction exceeds $18.00, $25.00 and/or $30.00 per share of HCAC Class A Common Stock, as applicable, or (y) there is a liquidation, dissolution, bankruptcy, reorganization, assignment for the benefit of creditors or similar event with respect to Hennessy Capital within the five-year anniversary of the Closing, the $18 Earnout Shares, the $25 Earnout Shares and/or the $30 Earnout Shares that have not been issued prior to such occurrence will be issued by Hennessy Capital on the day prior to such occurrence.

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For purposes of the Earnout Share provisions, a “Change of Control” means the occurrence in a single transaction or as a result of a series of related transactions, of one or more of the following events:

(a)     any person or any “group” of persons acting together for purposes of Section 13(d) of the Exchange Act (x) is or becomes the beneficial owner, directly or indirectly, of securities of Hennessy Capital representing more than fifty percent (50%) of the combined voting power of Hennessy Capital’s then outstanding voting securities or (y) has or acquires control of the HCAC Board;

(b)    a merger, consolidation, reorganization or similar business combination transaction involving Hennessy Capital, and, immediately after the consummation of such transaction or series of transactions, either (x) the HCAC Board immediately prior to the merger or consolidation does not constitute at least a majority of the board of directors of the company surviving the merger, or (y) the voting securities of Hennessy Capital immediately prior to such merger or consolidation do not continue to represent or are not converted into more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of the person resulting from such transaction or series of transactions; or

(c)     the sale, lease or other disposition, directly or indirectly, by Hennessy Capital of all or substantially all of the assets of Hennessy Capital and its subsidiaries, taken as a whole, to a third-party.

Canoo Shareholder Appraisal/Dissenter’s Rights

Under Cayman law, Canoo shareholders are entitled to payment of the fair value of their shares upon dissenting from the First Merger. A Canoo shareholder who desires to exercise this entitlement must give to Canoo, before the vote on the First Merger, written objection to the action. Such objection must include a statement that the shareholder proposes to demand payment for that shareholder’s shares if the First Merger is authorized by the vote. Within 20 days immediately following the date on which the vote of Canoo shareholders giving authorization for the First Merger is made, Canoo shall give written notice of the authorization to each Canoo shareholder who made a written objection. A Canoo shareholder who elects to dissent shall, within 20 days immediately following the date on which the notice referred to above is given, give to Canoo a written notice of their decision to dissent, stating (a) such shareholder’s name and address; (b) the number and classes of shares in respect of which that shareholder dissents; and (c) a demand for payment of the fair value of that shareholder’s shares. A Canoo shareholder who dissents must do so in respect of all shares that that shareholder holds in the capital of Canoo. Upon the giving of a notice of dissent above, the Canoo shareholder to whom the notice relates shall cease to have any of the rights of a shareholder except (i) the right to be paid the fair value of that shareholder’s shares, (ii) the right to participate fully in all proceedings until the determination of fair value is reached, and (iii) the right to institute proceedings to obtain relief on the ground that the merger or consolidation is void or unlawful.

Representations, Warranties and Covenants

Representations and Warranties

The Merger Agreement contains customary representations, warranties and covenants of (a) Canoo and (b) Hennessy Capital, First Merger Sub and Second Merger Sub, in each case relating to, among other things, their ability to enter into the Merger Agreement and their respective outstanding capitalization. These representations and warranties are subject to materiality, knowledge and other similar qualifications in many respects and expire at the Effective Time. These representations and warranties have been made solely for the benefit of the other parties to the Merger Agreement.

The Merger Agreement contains representations and warranties made by Canoo to Hennessy Capital, First Merger Sub and Second Merger Sub relating to a number of matters, including the following:

•        organization and qualification to do business, subsidiaries;

•        organizational documents;

•        capitalization;

•        authority to enter into the Merger Agreement;

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•        no conflicts and required filings and consents;

•        permits and compliance;

•        financial statements;

•        absence of certain changes or events;

•        absence of litigation;

•        employee benefit plans;

•        labor and employment matters;

•        real property and title to assets;

•        intellectual property;

•        taxes;

•        environmental matters;

•        material contracts;

•        insurance;

•        approval of the Canoo board and Canoo shareholder vote required;

•        certain business practices;

•        interested party transactions;

•        exchange act;

•        brokers; and

•        exclusivity of the representations and warranties made by Canoo.

The Merger Agreement contains representations and warranties made by Hennessy Capital, First Merger Sub and Second Merger Sub to Canoo relating to a number of matters, including the following:

•        corporate organization;

•        respective organizational documents;

•        capitalization;

•        authority to enter into the Merger Agreement;

•        no conflicts and required filings and consents;

•        compliance;

•        SEC filings, financial statements and Sarbanes-Oxley Act;

•        absence of certain changes or events;

•        absence of litigation;

•        approval of the Hennessy Capital board of directors and Hennessy Capital shareholder vote required;

•        no prior operations of First Merger Sub and Second Merger Sub;

•        brokers;

•        the Trust Account;

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•        employees;

•        taxes;

•        registration and listing of HCAC Class A Common Stock, HCAC Warrants and HCAC Units; and

•        investigation and reliance.

Conduct of Business Pending the Merger

Canoo has agreed that, prior to the Effective Time or the earlier termination of the Merger Agreement, it will conduct its business, and cause its subsidiaries to conduct their respective businesses, in the ordinary course of business. Canoo has also agreed to use its reasonable best efforts to preserve substantially intact the current business organizations of Canoo and its subsidiaries, to keep available the services of the current officers, key employees and consultants and to preserve the current relationships of Canoo and its subsidiaries with customers, suppliers and other persons with which Canoo or any of its subsidiaries has significant business relations.

In addition to the general covenants above, Canoo has agreed that prior to the Effective Time or the earlier termination of the Merger Agreement, subject to specified exceptions, it will not, and will cause its subsidiaries not to, without the written consent of Hennessy Capital (which may not be unreasonably conditioned, withheld or delayed):

•        amend or otherwise change its certificate of incorporation or bylaws or equivalent organizational documents;

•        issue, sell, pledge, dispose of, grant or encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, (a) any shares of any class in the capital of Canoo or any of its subsidiaries, or any options, warrants, restricted share units, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest (including, without limitation, any phantom interest), of Canoo or any of its subsidiaries, provided that the exercise or settlement of any Canoo Options or grants of Canoo Options or Canoo Share awards in the ordinary course of business will not require the consent of Hennessy Capital; or (b) any material assets of Canoo or any of its subsidiaries;

•        acquire any equity interest or other interest in any other entity or enter into a joint venture or business association with any other entity;

•        declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock;

•        reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any of its capital stock, other than redemptions of equity securities from former employees upon the terms set forth in the underlying agreements governing such equity securities;

•        (a) acquire (including, without limitation, by merger, consolidation, or acquisition of stock or substantially all of the assets or any other business combination) any corporation, partnership, other business organization or any division thereof; or (b) incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any person, or make any loans or advances, or intentionally grant any security interest in any of its assets, in excess of $1,000,000 in the aggregate;

•        (a) grant any increase in the compensation, incentives or benefits payable or to become payable to any current or former director, officer, employee or consultant of Canoo or any of its subsidiaries, (b) enter into any new, or materially amend any existing, employment, retention, bonus, change in control, or termination agreement with any current or former director, officer, employee or consultant, (c) accelerate or commit to accelerate the funding, payment, or vesting of any compensation or benefits to any current or former director, officer, employee or consultant, (d) establish or become obligated under any collective bargaining agreement or other contract or agreement with a labor union, trade union, works council, or other representative of employees, (e) hire any new employee whose individual base compensation will exceed $250,000, except that Canoo may (i) provide increases in salary, wages, bonuses or benefits to employees as required or permitted under any Plan (as defined in the Merger Agreement) or other employment or consulting agreement in effect on the date of the Merger Agreement, (ii) change the title

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of its employees in the ordinary course of business, (iii) make annual or quarterly bonus or commission payments in the ordinary course of business and in accordance with the bonus or commission plans existing on the date of the Merger Agreement, and (iv) enter into the retention agreements with certain executive officers, key employees or directors agreed upon in the Merger Agreement;

•        other than as required by law or pursuant to the terms of an agreement entered into prior to the date of the Merger Agreement and disclosed to Hennessy Capital, grant any severance or termination pay to, any employee or director or officer of Canoo or of any of its subsidiaries other than in the ordinary course of business;

•        adopt, amend or terminate any material Plan or any Employee Benefit Plan (as defined in the Merger Agreement) that would be a Plan if in effect as of the date of the Merger Agreement except as may be required by applicable law, is necessary in order to consummate the Business Combination, or health and welfare plan renewals in the ordinary course of business;

•        materially amend or change any of Canoo’s or any of its subsidiaries’ accounting policies or procedures, other than reasonable and usual amendments in the ordinary course of business;

•        make any material tax election, amend a material tax return or settle or compromise any material U.S. federal, state, local or non-U.S. income tax liability;

•        materially amend, or modify or consent to the termination (excluding any expiration in accordance with its terms) of any material contract or amend, waive, modify or consent to the termination (excluding any expiration in accordance with its terms) of Canoo’s or any of its subsidiaries’ material rights thereunder, in each case in a manner that is adverse to Canoo or any of its subsidiaries, taken as a whole, except in the ordinary course of business;

•        fail to use reasonable efforts to protect and maintain, material intellectual property owned or licensed by Canoo (“Canoo IP”) or any of its subsidiaries;

•        intentionally permit any material item of Canoo IP to lapse or to be abandoned, invalidated, dedicated to the public, or disclaimed, or otherwise become unenforceable or fail to perform or make any applicable filings, recordings or other similar actions or filings, or fail to pay all required fees and taxes required or advisable to maintain and protect its interest in each and every material item of Canoo IP;

•        waive, release, assign, settle or compromise any litigation, suit, claim, action, proceeding, audit or investigation by or before any governmental authority, other than waivers, releases, assignments, settlements or compromises that are solely monetary in nature and do not exceed $200,000 individually or $500,000 in the aggregate; or

•        enter into any formal or informal agreement or otherwise make a binding commitment to do any of the foregoing.

Hennessy Capital has agreed that, prior to the Effective Time or the earlier termination of the Merger Agreement, the businesses of Hennessy Capital, First Merger Sub and Second Merger Sub will be conducted in the ordinary course of business and in a manner consistent with past practice. In addition, Hennessy Capital, First Merger Sub and Second Merger Sub have agreed that prior to the Effective Time or the earlier termination of the Merger Agreement, subject to specified exceptions, they will not, without the written consent of Canoo (which may not be unreasonably withheld, conditioned or delayed):

•        amend or otherwise change the organizational documents of Hennessy Capital, First Merger Sub, or Second Merger Sub, or form any subsidiary of Hennessy Capital other than First Merger Sub and Second Merger Sub;

•        declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, other than redemptions from the trust fund established by Hennessy Capital for the benefit of its Public Stockholders (the “Trust Fund”) that are required pursuant to the Hennessy Capital organizational documents;

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•        reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any of the HCAC Common Stock or HCAC Warrants except for redemptions from the Trust Fund that are required pursuant to the Hennessy Capital organizational documents;

•        issue, sell, pledge, dispose of, grant or encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, any shares of any class of capital stock or other securities of Hennessy Capital, First Merger Sub, or Second Merger Sub, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest (including, without limitation, any phantom interest), of Hennessy Capital, First Merger Sub, or Second Merger Sub, except in connection with conversion of the shares of common stock of Hennessy Capital, designated as class B common stock, pursuant to the Hennessy Capital organizational documents;

•        acquire (including, without limitation, by merger, consolidation, or acquisition of stock or assets or any other business combination) any corporation, partnership, other business organization or enter into any strategic joint ventures, partnerships or alliances with any other person;

•        incur any indebtedness for borrowed money or guarantee any such indebtedness of another person or persons, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of Hennessy Capital, as applicable, enter into any “keep well” or other agreement to maintain any financial statement condition or enter into any arrangement having the economic effect of any of the foregoing, in each case, except in the ordinary course of business;

•        make any change in any method of financial accounting or financial accounting principles, policies, procedures or practices, except as required by a concurrent amendment in U.S. generally accepted accounting principles (“GAAP”) or applicable law made subsequent to the date hereof, as agreed to by its independent accountants;

•        make any material tax election, amend a material tax return or settle or compromise any material U.S. federal, state, local or non-United States income tax liability;

•        liquidate, dissolve, reorganize or otherwise wind up the business and operations of Hennessy Capital, First Merger Sub, or Second Merger Sub;

•        amend the Investment Management Trust Agreement, dated as of February28, 2019, between Hennessy Capital and Continental Stock Transfer & Trust Company, or any other agreement related to the Trust Account; or

•        enter into any formal or informal agreement or otherwise make a binding commitment to do any of the foregoing.

Additional Agreements

Proxy Statement; Registration Statement

As promptly as practicable after the date of the Merger Agreement and Hennessy Capital’s receipt of (a) the audited consolidated balance sheet of Canoo and its consolidated subsidiaries as of December31, 2018 and December31, 2019, and the related audited consolidated statements of income, changes in shareholder equity and cash flows of Canoo and its consolidated subsidiaries for such years, each audited in accordance with the auditing standards of the PCAOB (“the PCAOB Audited Financials”), and (b) the unaudited condensed financial statements, including condensed consolidated balance sheets and condensed consolidated statements of income, changes in shareholder equity, and cash flows, of Canoo and the consolidated Canoo subsidiaries as at and for the six-months ended June30, 2020 and June30, 2019, in each case, prepared in accordance with GAAP and Regulation S-X (the “Unaudited Interim Financial Statements”), Hennessy Capital (with the assistance and cooperation of Canoo as reasonably requested by Hennessy Capital) agreed to prepare and file with the SEC this proxy statement/prospectus to be sent to the stockholders of Hennessy Capital and to the shareholders of Canoo as (x) an information statement relating, with respect to Canoo’s shareholders, to the action to be taken by shareholders of Canoo pursuant to a written consent or by vote at a meeting of Canoo’s shareholders, and (y) as a proxy statement, with respect to Hennessy Capital’s stockholders, in which Hennessy Capital will solicit proxies from Hennessy Capital’s stockholders to vote at the Hennessy Capital special meeting for the purpose of voting on the Hennessy Capital Proposals.

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Hennessy Capital Stockholders’ Meeting; First Merger Sub Stockholders’ Approval; Second Merger Sub Shareholders’ Approval; Canoo Shareholders’ Requisite Approval

Hennessy Capital has agreed to call and hold the special meeting as promptly as practicable after the date on which this proxy statement/prospectus becomes effective (no later than 30 days after the date on which this proxy statement/prospectus is mailed to the stockholders of Hennessy Capital). Hennessy Capital has agreed, through the HCAC Board, to recommend to its stockholders that they approve the Hennessy Capital Proposals contained in this proxy statement/prospectus and to include the recommendation of the HCAC Board in this proxy statement/prospectus.

Canoo has agreed to solicit the irrevocable unanimous written consent, in form and substance reasonably acceptable to Hennessy Capital, of holders of the Requisite Approval (as defined in the Merger Agreement) in favor of the approval and adoption of the Merger Agreement and the Mergers and all other transactions contemplated by the Merger Agreement (the “Written Consent”) as soon as promptly as practicable after this proxy statement/prospectus becomes effective and in any case, no more than 72 hours after it becomes effective. In the event Canoo determines it is not able to obtain the Written Consent, Canoo has agreed to call and hold a meeting of holders of Canoo Shares for the purpose of voting solely upon the adoption of the Merger Agreement and the approval of the Mergers and the Business Combination (the “Canoo Shareholders Meeting”) as soon as reasonably practicable after this proxy statement/prospectus becomes effective, and in any event within 10 days after it becomes effective. The Requisite Approval of the shareholders of Canoo, whether obtained by the Written Consent or at the Canoo Shareholders Meeting, is hereinafter referred to as the “Canoo Shareholder Approval.”

Exclusivity

From the date of the Merger Agreement and ending on the earlier of (a) the Closing and (b) the termination of the Merger Agreement, but only, in the case of Hennessy Capital, except to the extent it determines in good faith, after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with the fiduciary duties of the HCAC Board, the parties will not, and will cause their respective subsidiaries and its and their respective representatives not to, directly or indirectly, (i) enter into, knowingly solicit, initiate or continue any discussions or negotiations with, or knowingly encourage or respond to any inquiries or proposals by, or participate in any negotiations with, or provide any information to, or otherwise cooperate in any way with, any person or other entity or “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), concerning any sale of any material assets of such party or any of the outstanding capital stock or any conversion, consolidation, liquidation, dissolution or similar transaction involving such party or any of such party’s subsidiaries other than with the other parties to the Merger Agreement and their respective representatives (an “Alternative Transaction”), (ii) enter into any agreement regarding, continue or otherwise knowingly participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or (iii) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided that the execution, delivery and performance of the Merger Agreement and related documents and the consummation of the Business Combination will not be deemed a violation of the Merger Agreement.

Each party has agreed to, and agreed to cause their respective subsidiaries and its and their respective affiliates and representatives to, immediately cease any and all existing discussions or negotiations with any person conducted prior to the date of the Merger Agreement with respect to any Alternative Transaction. Each party has also agreed (a) to promptly request each person (other than the parties to the Merger Agreement and their respective representatives) that has prior to the date thereof executed a confidentiality agreement in connection with its consideration of an Alternative Transaction to return or destroy all confidential information furnished to such person by or on behalf of it prior to the date thereof (to the extent so permitted under, and in accordance with the terms of such confidentiality agreement), and (b) that if it or any of its subsidiaries or any of its or their respective representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, then it will promptly (and in no event later than twenty-four (24) hours after such party becomes aware of such inquiry or proposal) notify such person in writing that it is subject to an exclusivity agreement with respect to the Business Combination that prohibits it from considering such inquiry or proposal (but only, in the case of Hennessy Capital, except to the extent it determines in good faith, after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with the fiduciary duties of the HCAC Board).

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Stock Exchange Listing

Hennessy Capital will use its reasonable best efforts to cause the shares of HCAC Class A Common Stock to be issued in connection with the Business Combination to be approved for listing on the Nasdaq Capital Market at the Closing. Until the Closing, Hennessy Capital will use its reasonable best efforts to keep the HCAC Units, the HCAC Class A Common Stock and the HCAC Warrants listed for trading on the Nasdaq Capital Market.

Other Covenants and Agreements

The Merger Agreement contains other covenants and agreements, including covenants related to:

•        Canoo and Hennessy Capital providing access to books and records and furnishing relevant information to the other party, subject to certain limitations and confidentiality provisions;

•        certain employee benefit matters;

•        director and officer indemnification;

•        prompt notification of certain matters;

•        Canoo and Hennessy Capital using reasonable best efforts to consummate the Business Combination;

•        public announcement relating the Business Combination;

•        agreement relating to the intended tax treatment of the Business Combination;

•        cooperation regarding any filings required under the HSR Act;

•        the delivery by Canoo of the PCAOB Audited Financials and of the Unaudited Financial Statements;

•        Hennessy Capital making disbursements from the Trust Account;

•        termination of Canoo’s existing Amended and Restated Voting and Preemptive Rights Agreement, dated as of March4, 2019, as amended by and among Canoo and the other parties thereto; and

•        delivery of the Lock-Up Agreements (as defined below).

Conditions to Closing; Termination

Conditions to Closing

Mutual

The obligations of Canoo, Hennessy Capital, First Merger Sub and Second Merger Sub to consummate the Business Combination, including the Mergers, are subject to the satisfaction or waiver (where permissible) at or prior to the Closing of the following conditions:

(a)     Canoo Shareholder Approval will have been obtained;

(b)    the Hennessy Capital Proposals will have been approved and adopted by the requisite affirmative vote of the stockholders of Hennessy Capital in accordance with this proxy statement/prospectus and applicable laws;

(c)     no governmental authority will have enacted or issued any law, rule, regulation or other judgment which has the effect of making the Business Combination illegal or otherwise prohibits the Business Combination;

(d)    all required filings under the HSR Act, will have been completed and any applicable waiting period (and any extension thereof) applicable to the consummation of the Business Combination under the HSR Act will have expired or been terminated (Hennessy Capital received notice of early termination of the waiting period under the HSR Act on September9, 2020);

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(f)     at the Closing, Hennessy Capital will have cash on hand equal to or in excess of $200,000,000 (taking into account the consummation of the PIPE Financing and the exercise of redemption rights by Public Stockholders, but without taking into account any transaction fees, costs and expenses);

(g)    the registration statement, of which this proxy statement/prospectus forms a part, will have been declared effective under the Securities Act; no stop order suspending the effectiveness of such registration statement will be in effect; and no proceedings for purposes of suspending the effectiveness of such registration statement will have been initiated or be threatened by the SEC;

(h)    the shares of HCAC Class A Common Stock will be listed on the Nasdaq Capital Market as of the Closing Date; and

(i)     Hennessy Capital will have at least $5,000,001 of net tangible assets following the exercise of Redemption Rights in accordance with the Hennessy Capital organizational documents.

Hennessy Capital, First Merger Sub and Second Merger Sub

The obligations of Hennessy Capital, First Merger Sub and Second Merger Sub to consummate the Business Combination are subject to the satisfaction or waiver (where permissible) at or prior to the Closing of the following additional conditions:

(a)     the representations and warranties of Canoo contained in (i) the sections of the Merger Agreement titled (A) Organization and Qualification; Subsidiaries, (B) Capitalization (other than clauses (a), (b), (c) and (h) thereof), (C) Authority Relative to the Merger Agreement and (D) Brokers will each be true and correct in all material respects as of the Closing Date as though made on the Closing Date (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” (as defined in the Merger Agreement), or any similar limitation set forth therein), except to the extent of any changes that reflect actions permitted in accordance with the interim operating covenants of Canoo and except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier date; (ii) the section of the Merger Agreement titled Absence of Certain Changes or Events will be true and correct in all respects as of the date of the Merger Agreement and the Effective Time; (iii) clauses (a), (b), (c) and (h) of the section of the Merger Agreement titled Capitalization will be true and correct in all respects except for de minimis inaccuracies as of the date of the Merger Agreement and as of the Effective Time as though made on and as of such date (except to the extent of any changes that reflect actions permitted by the interim operating covenants of Canoo and except to the extent that any such representation or warranty expressly is made as of an earlier date, in which case such representation or warranty will be true and correct as of such specified date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, be reasonably expected to result in more than de minimis additional cost, expense or liability to Canoo, Hennessy Capital, First Merger Sub, Second Merger Sub or their affiliates; and (iv), all other representations and warranties of Canoo contained in the Merger Agreement will be true and correct (without giving any effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation set forth therein) in all respects as of the Closing Date, as though made on and as of the Closing Date, except (x) to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier date and (y) where the failure of such representations and warranties to be true and correct (whether as of the Closing Date or such earlier date), taken as a whole, does not result in a Company Material Adverse Effect;

(b)    Canoo will have performed or complied in all material respects with all agreements and covenants required by the Merger Agreement to be performed or complied with by it on or prior to the Effective Time;

(c)     Canoo will have delivered to Hennessy Capital a customary officer’s certificate, dated the Closing Date, certifying as to the satisfaction of certain conditions;

(d)    no Company Material Adverse Effect will have occurred between the date of the Merger Agreement and the Closing Date;

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(e)     other than those persons identified as continuing directors in the Merger Agreement, all members of the board of directors of Canoo and its subsidiaries, as required pursuant to the Merger Agreement, will have executed written resignations effective as of the Effective Time;

(f)     all parties to the Registration Rights Agreement (other than Hennessy Capital) will have delivered, or cause to be delivered, to Hennessy Capital copies of the Registration Rights Agreement duly executed by all such parties;

(g)    all parties to the Lock-Up Agreement (other than Hennessy Capital) will have delivered, or cause to be delivered, to Hennessy Capital copies of the Lock-Up Agreement duly executed by all such parties;

(h)    Canoo will have delivered to Hennessy Capital the PCAOB Audited Financials; and

(i)     Canoo will have no indebtedness for borrowed money other than an outstanding loan under the U.S. Small Business Administration’s Paycheck Protection Program.

Canoo

The obligations of Canoo to consummate the Business Combination are subject to the satisfaction or waiver (where permissible) at or prior to Closing of the following additional conditions:

(a)     the representations and warranties of Hennessy Capital, First Merger Sub and Second Merger Sub contained in (i) the sections titled (A) Corporate Organization (B) Capitalization (other than clauses (a) and (e) thereof), (C) Authority Relative to the Merger Agreement and (D) Brokers in the Merger Agreement will each be true and correct in all material respects as of the Closing Date as though made on the Closing Date (without giving effect to any limitation as to “materiality” or “HCAC Material Adverse Effect” or any similar limitation set forth therein), except to the extent of any changes that reflect actions permitted in accordance with the interim operating covenants of Hennessy Capital, First Merger Sub and Second Merger Sub and except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier date; (ii) the section of the Merger Agreement titled Absence of Certain Changes or Events will be true and correct in all respects as of the date of the Merger Agreement and the Effective Time; (iii) clauses (a) and (e) of the section of the Merger Agreement titled Capitalization will be true and correct in all respects except for de minimis inaccuracies as of the date of the Merger Agreement and as of the Effective Time as though made on and as of such date (except to the extent of any changes that reflect actions permitted by the interim operating covenants of Hennessy Capital, First Merger Sub and Second Merger Sub and except to the extent that any such representation or warranty expressly is made as of an earlier date, in which case such representation or warranty will be true and correct as of such specified date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, be reasonably expected to result in more than de minimis additional cost, expense or liability to Canoo, Hennessy Capital, First Merger Sub, Second Merger Sub or their affiliates; and (iv), all other representations and warranties of Hennessy Capital, First Merger Sub and Second Merger Sub contained in the Merger Agreement will be true and correct (without giving any effect to any limitation as to “materiality” or “HCAC Material Adverse Effect” (as defined in the Merger Agreement) or any similar limitation set forth therein) in all respects as of the Closing Date, as though made on and as of the Closing Date, except (x) to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier date and (y) where the failure of such representations and warranties to be true and correct (whether as of the Closing Date or such earlier date), taken as a whole, does not result in a HCAC Material Adverse Effect;

(b)    Hennessy Capital, First Merger Sub and Second Merger Sub will have performed or complied in all material respects with all agreements and covenants required by the Merger Agreement to be performed or complied with by it on or prior to the Effective Time;

(c)     Hennessy Capital will have delivered to Canoo a customary officer’s certificate, dated the Closing Date, certifying as to the satisfaction of certain conditions;

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(d)    no HCAC Material Adverse Effect will have occurred between the date of the Merger Agreement and the Closing Date;

(e)     a supplemental listing will have been filed with the Nasdaq Capital Market as of the Closing Date to list the shares constituting the aggregate Per Share Merger Consideration;

(f)     Hennessy Capital will have delivered a copy of the Registration Rights Agreement duly executed by Hennessy Capital;

(g)    Hennessy Capital will have delivered a copy of the Lock-Up Agreement duly executed by Hennessy Capital;

(h)    other than those persons identified as continuing directors in the Merger Agreement, all members of the HCAC Board, as required pursuant to the Merger Agreement, will have executed written resignations effective as of the Effective Time; and

(i)     the Sponsor Warrant Exchange and Share Cancellation Agreement entered into concurrently with the execution of the Merger Agreement, by and between Hennessy Capital and Hennessy Capital Partners IV LLC, will remain in full force in effect, and the parties thereto will be in compliance with the terms and conditions thereof in all material respects.

Termination

The Merger Agreement may be terminated and the Business Combination may be abandoned at any time prior to the Effective Time, notwithstanding any requisite approval and adoption of the Merger Agreement and the Business Combination by the shareholders of Canoo or the stockholders of Hennessy Capital, respectively, as follows:

(a)     by mutual written consent of Hennessy Capital and Canoo;

(b)    by Hennessy Capital or Canoo, if the Effective Time has not occurred prior to April30, 2021 (the “Outside Date”); provided, however, that the Merger Agreement may not be terminated by any party that either directly or indirectly through its affiliates is in breach or violation of any representation, warranty, covenant, agreement or obligation contained in the Merger Agreement and such breach or violation is the principal cause of the failure of any of the conditions precedent to the Merger on or prior to the Outside Date;

(c)     by Hennessy Capital or Canoo, if any governmental authority in the United States has enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) which has become final and nonappealable and has the effect of making consummation of the Business Combination illegal or otherwise preventing or prohibiting consummation of the Business Combination;

(d)    by Hennessy Capital or Canoo, if any of the Hennessy Capital Proposals fail to receive the requisite vote for approval at the special meeting;

(e)     by Canoo if there is an occurrence of a breach of any representation, warranty, covenant or agreement on the part of Hennessy Capital, First Merger Sub and Second Merger Sub set forth in the Merger Agreement, or if any representation or warranty of Hennessy Capital, First Merger Sub and Second Merger Sub will have become untrue, in either case such that the conditions described in subsections (a) and (b) under the heading “Conditions to Closing; Canoo” would not be satisfied (a “Terminating HCAC Breach”); provided that Canoo has not waived such Terminating HCAC Breach and Canoo is not then in material breach of its representations, warranties, covenants or agreements in the Merger Agreement; provided, further, that, if such Terminating HCAC Breach is curable by Hennessy Capital, First Merger Sub and Second Merger Sub, Canoo may not terminate the Merger Agreement under this section for so long as Hennessy Capital, First Merger Sub and Second Merger Sub continue to exercise their reasonable efforts to cure such breach, unless such breach is not cured within 30 days after notice of such breach is provided by Canoo to Hennessy Capital; or

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(f)     by Hennessy Capital if (i) Canoo has failed to deliver the Canoo Shareholder Approval to Hennessy Capital within 10 days after the registration statement of which this proxy statement/prospectus forms a part becomes effective; or (ii) there is an occurrence of a breach of any representation, warranty, covenant or agreement on the part of Canoo set forth in the Merger Agreement, or if any representation or warranty of Canoo will have become untrue, in either case such that the conditions described in subsections (a) and (b) under the heading “Conditions to Closing; Hennessy Capital, First Merger Sub and Second Merger Sub” would not be satisfied (a “Terminating Canoo Breach”); provided that Hennessy Capital has not waived such Terminating Canoo Breach and Hennessy Capital, First Merger Sub and Second Merger Sub are not then in material breach of their representations, warranties, covenants or agreements in the Merger Agreement; provided, further, that, if such Terminating Canoo Breach is curable by Canoo, Hennessy Capital may not terminate the Merger Agreement under this provision for so long as Canoo continues to exercise its reasonable efforts to cure such breach, unless such breach is not cured within 30 days after notice of such breach is provided by Hennessy Capital to Canoo.

Effect of Termination

If the Merger Agreement is terminated, the Merger Agreement will become void, and there will be no termination fee payable or any other liability under the Merger Agreement on the part of any party thereto, except as set forth in the Merger Agreement or in the case of termination subsequent to a willful material breach of the Merger Agreement by a party thereto.

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CERTAIN AGREEMENTS RELATED TO THE BUSINESS COMBINATION

This section describes the material provisions of certain additional agreements entered into or to be entered into pursuant to or in connection with the transactions contemplated by the Merger Agreement, which are referred to as the “Related Agreements,” but does not purport to describe all of the terms thereof. The descriptions below are qualified by reference to the actual text of these agreements. Copies of the form of Shareholder Support Agreement, Voting and Support Agreement, form of Subscription Agreement, Sponsor Warrant Exchange and Share Cancellation Agreement, Amended and Restated Registration Rights Agreement and form of Lock-Up Agreement are attached hereto as Annex F, Annex G, Annex H, Annex I, Annex J and Annex K, respectively, and incorporated by reference into this proxy statement/prospectus. You are encouraged to read the Related Agreements in their entirety.

Shareholder Support Agreements

Shortly following the execution of the Merger Agreement, the shareholders of Canoo holding at least two-thirds (2/3) of the Canoo Shares outstanding as of the date of the Merger Agreement executed and delivered to Hennessy Capital the Shareholder Support Agreements, pursuant to which, among other things, such persons have agreed (a) to support the adoption of the Merger Agreement and the approval of the Business Combination contemplated by the Merger Agreement, subject to certain customary conditions, (b) not to transfer any of their subject shares (or enter into any arrangement with respect thereto), subject to certain customary conditions, and (c) not to commence, join in, facilitate, assist or encourage and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Hennessy Capital, First Merger Sub, Second Merger Sub, Canoo or any of their respective successors or directors challenging the validity of, or seeking to enjoin the operation of, any provision of Shareholder Support Agreements, or alleging a breach of any fiduciary duty of any person in connection with the evaluation, negotiation or entry into the Merger Agreement. As of October27, 2020, the Canoo shareholders who had previously entered into Shareholder Support Agreements collectively held approximately 74.3% of the outstanding shares of Canoo Capital Stock.

Voting and Support Agreement

Shortly following the execution of the Merger Agreement, the Sponsor and certain stockholders of Hennessy Capital, in each case, that hold shares of HCAC Class B Common Stock, executed the Voting and Support Agreement, pursuant to which, among other things, such persons have agreed (a) to support the adoption of the Merger Agreement and the approval of the Business Combination contemplated by the Merger Agreement, as well as the proposals set forth in this proxy statement/prospectus, subject to certain customary conditions, and (b) not to transfer any of their subject shares (or enter into any arrangement with respect thereto), subject to certain customary conditions.

PIPE Subscription Agreements

In connection with the execution of the Merger Agreement, Hennessy Capital entered into separate subscription agreements, effective as of August17, 2020, (each, a “Subscription Agreement”) with a number of investors (each a “PIPE Investor”), pursuant to which the PIPE Investors agreed to purchase, and Hennessy Capital agreed to sell to the PIPE Investors, an aggregate of 32,325,000shares of HCAC Class A Common Stock (the “PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $323.3million, in the PIPE Financing. The PIPE Investors include an entity controlled by Daniel J. Hennessy, Hennessy Capital’s CEO and Chairman of the Board, and a certain fund under common control with the Anchor Investor.

The Subscription Agreements are all substantially similar to the Form of Subscription Agreement attached to this proxy statement/prospectus as Annex H. The Subscription Agreement contains customary representations and warranties of Hennessy Capital, on the one hand, and each PIPE Investor, on the other hand.

The PIPE Closing pursuant to the Subscription Agreements is expected to occur immediately prior to the Closing and is contingent upon, among other customary closing conditions, the satisfaction or waiver of all conditions precedent to the Closing and a minimum cash requirement of $200million (which will be fully satisfied by the PIPE Financing). The purpose of the PIPE Financing is to raise additional capital for use by New Canoo following the Closing.

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Pursuant to the Subscription Agreements, Hennessy Capital agreed that, within 15 business days after the Closing (the “Filing Deadline”), New Canoo will file with the SEC (at New Canoo’s sole cost and expense) a registration statement registering the resale of the PIPE Shares (the “PIPE Resale Registration Statement”), and New Canoo will use its commercially reasonable efforts to have the PIPE Resale Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) 60 calendar days (or 120 calendar days if the SEC notifies New Canoo that it will “review” such shelf registration statement) after the Closing and (ii) the tenth business day after the date New Canoo is notified by the SEC that such shelf registration statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Date”). Until the earliest of (i) the date on which the PIPE Shares may be resold without volume or manner of sale limitations pursuant to Rule 144, (ii) the date on which such PIPE Shares have actually been sold and (iii) the date which is two years after the PIPE Closing (such earliest Date, the “End Date”), New Canoo must use reasonable efforts to keep such shelf registration statement effective and file all reports, and provide all customary and reasonable cooperation, necessary to enable the PIPE Investors to resell the PIPE Shares pursuant to such shelf registration statement or Rule 144.

Additionally, upon the occurrence of certain specified events of default, including if (i) the PIPE Resale Registration Statement has not been filed with the SEC by the Filing Deadline; (ii) the PIPE Resale Registration Statement has not been declared effective by the SEC by the Effectiveness Date; (iii) the PIPE Resale Registration Statement is declared effective by the SEC but thereafter ceases to be effective prior to the expiration of a designated effective period or a PIPE Investor is not permitted to utilize the PIPE Resale Registration Statement to resell the PIPE Shares; or (iv) under certain circumstances, New Canoo fails to file with the SEC any required reports under Section 13 or 15(d) of the Exchange Act such that the PIPE Investors who are not affiliates of New Canoo are unable to sell their PIPE Shares without restriction under Rule 144 under the Securities Act, Hennessy Capital has agreed that New Canoo will pay to each Subscriber, as partial liquidated damages and not as a penalty, on each date of such event of default (the “Default Date”) and on each monthly anniversary of such Default Date until such event of default is cured, an amount equal to 0.5% of the aggregate purchase price paid by such Subscriber pursuant to a Subscription Agreement, subject to a cap of 5.0% of the aggregate purchase price paid by such Subscriber pursuant to a Subscription Agreement. New Canoo will not be required to pay a Subscriber when such Subscriber’s PIPE Shares may be sold by such Subscriber without volume or manner of sale restrictions under Rule 144 or after the End Date.

The Subscription Agreements contain a provision pursuant to which the parties waive their respective rights to a trial by jury in connection with any litigation pursuant to the Subscription Agreements. This jury trial waiver does not apply to subsequent secondary purchasers of the shares of HCAC Class A Common Stock issued and sold pursuant to the Subscription Agreements nor does it apply to any of our other stockholders. Further, this jury trial waiver does not apply to the PIPE Investors in respect of any claim or cause of action not in connection with any litigation pursuant to the Subscription Agreements.

If we opposed a jury trial demand based on the jury trial waiver, the appropriate court would determine whether the waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable state and federal law, including in respect of federal securities laws claims. To our knowledge, the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by the United States Supreme Court. However, we believe that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the New York, which govern our Subscription Agreements.

In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether a party knowingly, intelligently and voluntarily waived the right to a jury trial. We believe that this is the case with respect to our Subscription Agreements. Nevertheless, if this contractual pre-dispute jury trial waiver provision is not permitted by applicable law, an action could proceed under the terms of the Subscription Agreements with a jury trial. No condition, stipulation or provision of the Subscription Agreements serves as a waiver by any PIPE Investor or by us of compliance with the federal securities laws.

This waiver of jury trial provision may limit a PIPE Investor’s ability to bring or demand a jury trial in connection with any litigation pursuant to the applicable Subscription Agreement, which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the waiver of jury trial provision contained in the Subscription Agreements to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action, which could harm our business, operating results and financial condition.

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Sponsor Warrant Exchange and Share Cancellation Agreement

In connection with the execution of the Merger Agreement, on August17, 2020, Hennessy Capital entered into a Warrant Exchange and Share Cancellation Agreement with the Sponsor (the “Sponsor Warrant Exchange and Share Cancellation Agreement”), which provides that concurrent with, and contingent upon, the consummation of the First Merger, (i) the Sponsor will exchange (the “Sponsor Warrant Exchange”) 11,739,394 outstanding Private Placement Warrants for 2,347,879 newly issued shares of HCAC Class B Common Stock (the “New Sponsor Shares”), (ii) the Sponsor will forfeit 2,347,879shares of HCAC Class B Common Stock to Hennessy Capital for no consideration, and (iii) if at the Closing the sum of (A)(1) the amount of cash available in the Trust Account, less (2) all amounts to be paid by Hennessy Capital pursuant to the exercise of Redemption Rights, plus (B) the amount of gross proceeds received by Hennessy Capital from the PIPE Financing (without, for the avoidance of doubt, taking into account any transaction fees, costs and expenses paid or required to be paid in connection with the Business Combination and the PIPE Financing) is less than $350million, then 500,000shares of HCAC Class B Common Stock held by the Sponsor (which shares will automatically convert into shares of HCAC Class A Common Stock at the Effective Time) (the “Vesting Shares”) will become unvested and subject to certain vesting conditions. The Vesting Shares will vest upon the occurrence of the $18 Share Price Milestone, subject to equitable adjustment by Hennessy Capital’s board of directors, on or before the second anniversary of the Closing, and the Sponsor will be entitled to vote such Vesting Shares and receive dividends and other distributions with respect to such Vesting Shares (to be set aside by Hennessy Capital and paid upon the vestment of the Vesting Shares) while they remain unvested. In the event that after the Closing and prior to the second anniversary of the Closing Date, there is an Acceleration Event (as defined in the Merger Agreement), then the Vesting Shares will immediately vest in full upon the occurrence of such Acceleration Event unless, in the case of an Acceleration Event that is a Change of Control, the value of the consideration to be received by the holders of New Canoo Common Stock in such Change of Control transaction is less than $18.00 per share.

Amended and Restated Registration Rights Agreement

In connection with the Closing, that certain Registration Rights Agreement, dated February28, 2019, will be amended and restated, and the Holders will enter into the Amended and Restated Registration Rights Agreement at the Closing, pursuant to which the Holders of Registrable Securities (as defined in the A&R Registration Rights Agreement), subject to certain conditions, will be entitled to registration rights. Pursuant to the A&R Registration Rights Agreement, New Canoo will agree that, within 15 business days after the Closing, New Canoo will file with the SEC (at its sole cost and expense) a registration statement registering the resale of the Registrable Securities (the “Resale Registration Statement”), and New Canoo will use its reasonable best efforts to have the Resale Registration Statement declared effective by the SEC as soon as reasonably practicable after the filing thereof, but no later than 60 business days after the filing deadline (or 120 days after the filing deadline if the SEC notifies New Canoo that it will “review” the Resale Registration Statement). The A&R Registration Rights Agreement does not provide for the payment of any cash penalties by New Canoo if it fails to satisfy any of its obligations under the A&R Registration Rights Agreement.

The Holders will be granted demand underwritten offering registration rights, subject to certain conditions, including that New Canoo is not obligated to effect more than an aggregate of three underwritten offering or more than two underwritten offerings per year. All of the Holders will be granted unlimited “piggyback” registration rights, subject to certain requirements and customary conditions.

These registration rights will be subject to certain customary limitations, including the right of the underwriters to limit the number of securities to be included in an underwritten offering and New Canoo’s right to delay or withdraw a registration statement under certain circumstances. New Canoo will generally be required to bear the registration expenses, other than underwriting discounts and commissions and transfer taxes, associated with any registration and sale of Registrable Securities held by the Holders. Under the A&R Registration Rights Agreement, New Canoo will agree to indemnify the Holders against any losses or damages resulting from any untrue statement or omission or alleged untrue statement or omission of a material fact in any registration statement or prospectus pursuant to which they sell its equity securities, unless such liability arose from their misstatement or omission, and each of the Holders, severally and individually, will agree to indemnify New Canoo against any losses or damages caused by such Holder’s material misstatements or omissions in those documents.

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The A&R Registration Rights Agreement further provides that, subject to certain customary exceptions, the Existing Holders may sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of or distribute (i) any shares of New Canoo Common Stock acquired in connection with or prior to our IPO for one year following the Closing, (ii) the New Sponsor Shares for 180 days following the Closing, in each case subject to earlier release if (x) the reported last sale price of New Canoo Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (y) if New Canoo consummates a liquidation, merger, stock exchange or other similar transaction after the Closing which results in all of New Canoo’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

The A&R Registration Rights Agreement will terminate upon the earlier of (a) ten years following the Closing, (b) the date as of which the Holders cease to hold any Registrable Securities, or (c) the date as of which the Holders are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale and without compliance with the current public reporting requirements set forth under Rule 144(i)(2).

Lock-Up Agreements

In connection with the Closing, certain existing Canoo shareholders, including all Canoo officers, directors, holders of 3% or more of the outstanding Canoo Shares prior to the Closing and their respective affiliates, which group in the aggregate holds 116,208,232shares, or 85.2% of the outstanding Canoo Shares prior to the Closing, will agree, subject to certain customary exceptions, not to (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the SEC promulgated thereunder, any shares of New Canoo Common Stock held by them immediately after the Closing, any shares of New Canoo Common Stock issuable upon the exercise of options to purchase shares of New Canoo Common Stock held by them immediately after the Closing, or any securities convertible into or exercisable or exchangeable for New Canoo Common Stock held by them immediately after the Closing, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of such shares of New Canoo Common Stock or securities convertible into or exercisable or exchangeable for New Canoo Common Stock, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) until 180 days after the Closing.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS OF THE REDEMPTION AND THE BUSINESS COMBINATION

The following is a discussion of material U.S. federal income tax consequences for (i) holders of HCAC Class A Common Stock that elect to have their HCAC Class A Common Stock redeemed for cash if the Business Combination is completed and (ii) holders of Canoo Ordinary Shares who exchange their Canoo Ordinary Shares for HCAC Class A Common Stock in the Business Combination. This discussion applies only to shares of HCAC Class A Common Stock or Canoo Ordinary Shares, as the case may be, held as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment). Further, with respect to the redemption of HCAC Class A Common Stock, the discussion is applicable only to holders who purchased HCAC Class A Common Stock in the IPO.

This discussion does not address all U.S. federal income tax consequences that may be relevant to your particular circumstances, including the impact of the Medicare contribution tax on net investment income. In addition, it does not address consequences relevant to holders subject to special rules, including, without limitation:

•        U.S. expatriates and former citizens or long-term residents of the United States;

•        persons subject to the alternative minimum tax;

•        persons holding HCAC Class A Common Stock or Canoo Ordinary Shares as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated transaction;

•        banks, insurance companies and other financial institutions;

•        brokers, dealers or traders in securities;

•        “controlled foreign corporations,” “passive foreign investment companies” and corporations that accumulate earnings to avoid U.S. federal income tax;

•        partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (and investors therein);

•        tax-exempt organizations or governmental organizations;

•        persons subject to special tax accounting rules as a result of any item of gross income with respect to HCAC Class A Common Stock or Canoo Ordinary Shares being taken into account in an applicable financial statement;

•        U.S. holders (as defined below) whose functional currency is not the U.S. dollar;

•        U.S. holders who own or are considered as owning (directly, indirectly, or through attribution) 10% or more of the total combined voting power of all classes of Canoo Capital Stock entitled to vote or 10% or more of the total value of shares of all classes of Canoo Capital Stock;

•        foreign corporations with respect to which there are one or more U.S. shareholders within the meaning of Treasury Regulation Section 1.367(b)-3(b)(1)(ii);

•        regulated investment companies or real estate investment trusts;

•        tax-qualified retirement plans; and

•        “qualified foreign pension funds” as defined in Section 897(l)(2) of the Code and entities all of the interests of which are held by qualified foreign pension funds.

If you are a partnership (or other pass-through entity) for U.S. federal income tax purposes, the tax treatment of your partners (or other owners) will generally depend on the status of the partners, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships (or other pass-through entities) and the partners (or other owners) in such partnerships (or such other pass-through entities) should consult their own tax advisors regarding the U.S. federal income tax consequences to them relating to the matters discussed below.

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For purposes of this discussion, a “U.S. holder” is a beneficial owner of shares of HCAC Class A Common Stock or Canoo Ordinary Shares, as the case may be, who or that is, for U.S. federal income tax purposes:

•        an individual who is a citizen or resident of the United States,

•        a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized in or under the laws of the United States, any state thereof or the District of Columbia,

•        an estate, the income of which is subject to U.S. federal income tax regardless of its source, or

•        an entity treated as a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) or (2) was in existence on August20, 1996 and has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.

Also, for purposes of this discussion, a “Non-U.S. holder” is any beneficial owner of HCAC Class A Common Stock or Canoo Ordinary Shares, as the case may be, who or that is neither a U.S. holder nor an entity classified as a partnership for U.S. federal income tax purposes.

The following does not purport to be a complete analysis of all potential tax effects stemming from the completion of the Business Combination or that are associated with certain redemptions of HCAC Class A Common Stock. The effects of other U.S. federal tax laws, such as estate and gift tax laws and any applicable state, local or non-U.S. tax laws are not discussed. This discussion is based on the Code, Treasury regulations promulgated thereunder, judicial decisions and published rulings and administrative pronouncements of the IRS, in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect holders to which this discussion applies and could affect the accuracy of the statements herein. Hennessy Capital has not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance that the IRS or a court will not take a contrary position to that regarding tax consequences discussed below.

THIS DISCUSSION IS NOT TAX ADVICE. INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

U.S. Federal Income Tax Considerations of the Redemption to the Holders of HCAC Class A Common Stock

U.S. Holders

Redemption of HCAC Class A Common Stock.    If a U.S. holder’s HCAC Class A Common Stock is redeemed pursuant to the redemption provisions described in the section entitled “The Special Meeting of Hennessy Capital Stockholders — Redemption Rights,” the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale of the HCAC Class A Common Stock under Section 302 of the Code. If the redemption qualifies as a sale of the HCAC Class A Common Stock, the U.S. holder will be treated as described under “— U.S. Holders — Gain or Loss on Redemption Treated as a Sale of HCAC Class A Common Stock” below. If the redemption does not qualify as a sale of the HCAC Class A Common Stock, the U.S. holder will be treated as receiving a corporate distribution with the tax consequences described below under “— U.S. Holders — Taxation of Redemption Treated as a Distribution.”

Whether a redemption qualifies for sale treatment will depend largely on whether the U.S. holder owns any of Hennessy Capital’s stock following the redemption (including any stock treated as constructively owned by the U.S. holder as a result of owning warrants or by attribution from certain related individuals and entities), and if so, the total number of shares of Hennessy Capital’s stock held by the U.S. holder both before and after the redemption (including any stock constructively treated as owned by the U.S. holder as a result of owning warrants or by attribution from

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certain related individuals and entities) relative to all of Hennessy Capital’s shares outstanding both before and after the redemption. The redemption of HCAC Class A Common Stock generally will be treated as a sale of the HCAC Class A Common Stock (rather than as a corporate distribution) if the redemption (i) is “substantially disproportionate” with respect to the U.S. holder, (ii) results in a “complete termination” of the U.S. holder’s interest in us or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. holder. These tests are explained more fully below.

In determining whether any of the foregoing tests are satisfied, a U.S. holder takes into account not only stock actually owned by the U.S. holder, but also shares of our stock that are treated as constructively owned by it. A U.S. holder may be treated as constructively owning, in addition to stock actually owned by the U.S. holder, stock owned by certain related individuals and entities in which the U.S. holder has an interest or that have an interest in such U.S. holder, as well as any stock that the U.S. holder has a right to acquire by exercise of an option, which would generally include HCAC Class A Common Stock that could be acquired pursuant to the exercise of the warrants. Moreover, any Hennessy Capital stock that a U.S. holder directly or constructively acquires pursuant to the Business Combination generally should be included in determining the U.S. federal income tax treatment of the redemption.

In order to meet the substantially disproportionate test, the percentage of Hennessy Capital’s outstanding voting stock actually and constructively owned by the U.S. holder immediately following the redemption of HCAC Class A Common Stock must, among other requirements, be less than 80% of the percentage of Hennessy Capital’s outstanding voting stock actually and constructively owned by such U.S. holder immediately before the redemption (taking into account both redemptions by other holders of HCAC Class A Common Stock and the shares of HCAC Class A Common Stock to be issued pursuant to the Business Combination). There will be a complete termination of a U.S. holder’s interest if either (i) all of the shares of our capital stock actually and constructively owned by the U.S. holder are redeemed or (ii) all of the shares of our capital stock actually owned by the U.S. holder are redeemed, the U.S. holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of stock owned by certain family members and the U.S. holder does not constructively own any other stock. The redemption of HCAC Class A Common Stock will not be essentially equivalent to a dividend if a U.S. holder’s redemption results in a “meaningful reduction” of the U.S. holder’s proportionate interest in Hennessy Capital. Whether the redemption will result in a meaningful reduction in a U.S. holder’s proportionate interest in Hennessy Capital will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.” A U.S. holder should consult with its own tax advisors as to the tax consequences of a redemption.

If none of the foregoing tests is satisfied, then the redemption will be treated as a corporate distribution, and the tax effects will be as described under “— U.S. Holders — Taxation of Redemption Treated as a Distribution” below. After the application of those rules, any remaining tax basis of the U.S. holder in the redeemed HCAC Class A Common Stock will be added to the U.S. holder’s adjusted tax basis in its remaining stock, or, if it has none, to the U.S. holder’s adjusted tax basis in its warrants or possibly in other stock constructively owned by it.

Gain or Loss on Redemption Treated as a Sale of HCAC Class A Common Stock.    If the redemption qualifies as a sale of HCAC Class A Common Stock, a U.S. holder generally will recognize capital gain or loss in an amount equal to the difference between the amount realized in the redemption and the U.S. holder’s adjusted tax basis in its disposed of HCAC Class A Common Stock. The amount realized is the sum of the amount of cash and the fair market value of any property received and a U.S. holder’s adjusted tax basis in its HCAC Class A Common Stock generally will equal the U.S. holder’s acquisition cost.

Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. holder’s holding period for the HCAC Class A Common Stock so disposed of exceeds one year. It is unclear, however, whether the exercise of redemption rights with respect to the HCAC Class A Common Stock may suspend the running of the applicable holding period for this purpose (prior to the receipt of cash). Long-term capital gains recognized by non-corporate U.S. holders will be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations.

Taxation of Redemption Treated as a Distribution.    If the redemption does not qualify as a sale of HCAC Class A Common Stock, a U.S. holder will generally be treated as receiving a distribution. Such distributions generally will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles.

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Distributions in excess of our current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. holder’s adjusted tax basis in HCAC Class A Common Stock. Any remaining excess will be treated as gain realized on the sale or other disposition of the HCAC Class A Common Stock as described under “— U.S. Holders — Gain or Loss on Redemption Treated as a Sale of HCAC Class A Common Stock” above.

Dividends (including constructive dividends paid pursuant to a redemption of HCAC Class A Common Stock) Hennessy Capital pays to a U.S. holder that is a taxable corporation generally will qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions (including, but not limited to, dividends (including constructive dividends paid pursuant to a redemption of HCAC Class A Common Stock) treated as investment income for purposes of investment interest deduction limitations), and provided that certain holding period requirements are met, dividends Hennessy Capital pays to a non-corporate U.S. holder generally will constitute “qualified dividends” that will be subject to tax at the maximum tax rate accorded to long-term capital gains. It is unclear whether the exercise of redemption rights with respect to the HCAC Class A Common Stock described in this proxy statement/prospectus may prevent a U.S. holder from satisfying the applicable holding period requirements with respect to the dividends received deduction or the preferential tax rate on qualified dividend income, as the case may be.

Information Reporting and Backup Withholding.    In general, information reporting requirements will generally apply to dividends (including constructive dividends paid pursuant to a redemption of HCAC Class A Common Stock) paid to a U.S. holder and to the proceeds of the sale or other disposition of shares of HCAC Class A Common Stock, unless the U.S. holder is an exempt recipient. Backup withholding may apply to such payments if the U.S. holder fails to provide a taxpayer identification number, a certification of exempt status or has been notified by the IRS that it is subject to backup withholding (and such notification has not been withdrawn).

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a U.S. holder’s U.S. federal income tax liability provided that the required information is timely furnished to the IRS.

Non-U.S. Holders

Redemption of HCAC Class A Common Stock.    The characterization for U.S. federal income tax purposes of the redemption of a Non-U.S. holder’s HCAC Class A Common Stock pursuant to the redemption provisions described in the section entitled “The Special Meeting of Hennessy Capital Stockholders — Redemption Rights” generally will correspond to the U.S. federal income tax characterization of such a redemption of a U.S. holder’s HCAC Class A Common Stock, as described under “U.S. Holders — Redemption of HCAC Class A Common Stock” above, and the consequences of the redemption to the Non-U.S. holder will be as described below under “Non-U.S. Holders — Gain on Redemption Treated as a Sale of HCAC Class A Common Stock” and “Non-U.S. Holders — Taxation of Redemption Treated as a Distribution,” as applicable.

Gain on Redemption Treated as a Sale of HCAC Class A Common Stock.    A Non-U.S. holder will not be subject to U.S. federal income tax on any gain realized on a redemption treated as a sale of HCAC Class A Common Stock unless:

•        the gain is effectively connected with the Non-U.S. holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. holder maintains a permanent establishment in the United States to which such gain is attributable);

•        the Non-U.S. holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the redemption and certain other requirements are met; or

•        we are or have been a “U.S. real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the Non-U.S. holder held HCAC Class A Common Stock.

Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular rates applicable to United States persons. A Non-U.S. holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate as specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items.

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Gain described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate as specified by an applicable income tax treaty), which may be offset by U.S. source capital losses of the Non-U.S. holder (even though the individual is not considered a resident of the United States) provided that the Non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.

If the third bullet point above applies to a Non-U.S. holder, gain recognized by such holder on the sale, exchange or other disposition of shares of HCAC Class A Common Stock will be subject to tax at generally applicable U.S. federal income tax rates. Hennessy Capital believes that it is not, and has not been at any time since its formation, a U.S. real property holding corporation and Hennessy Capital does not expect to be a U.S. real property holding corporation immediately after the Business Combination is completed.

Taxation of Redemption Treated as a Distribution.    If the redemption does not qualify as a sale of HCAC Class A Common Stock, a Non-U.S. holder will generally be treated as receiving a distribution. Such distributions generally will constitute dividends for U.S. federal income tax purposes to the extent paid from Hennessy Capital’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of Hennessy Capital’s current and accumulated earnings and profits, will constitute a return of capital that will be applied against and reduce (but not below zero) the Non-U.S. holder’s adjusted tax basis in HCAC Class A Common Stock. Any remaining excess will be treated as gain realized on the sale or other disposition of the HCAC Class A Common Stock and will be treated as described under “Non-U.S. Holders — Gain on Redemption Treated as a Sale of HCAC Class A Common Stock” above. In general, with respect to any distributions that constitute dividends for U.S. federal income tax purposes and are not effectively connected with the Non-U.S. holder’s conduct of a trade or business within the United States, we will be required to withhold tax from the gross amount of the dividend at a rate of 30%, unless such Non-U.S. holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (on an IRS Form W-8BEN or W-8BEN-E or other applicable documentation). Because we generally cannot determine at the time we make a distribution whether or not the distribution will exceed our current and accumulated earnings and profits, we normally will withhold tax on the entire amount of any distribution at the 30% rate (subject to reduction by an applicable income tax treaty). However, some or all of any amounts thus withheld may be refundable to the Non-U.S. holder if it is subsequently determined that such distribution was, in fact, in excess of our current and accumulated earnings and profits.

If dividends paid to a Non-U.S. holder are effectively connected with the Non-U.S. holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. holder maintains a permanent establishment in the United States to which such dividends are attributable), the Non-U.S. holder will be exempt from the 30% U.S. federal withholding tax described above if such Non-U.S. holder furnishes to the applicable withholding agent a valid IRS Form W-8ECI, certifying that the dividends are effectively connected with the Non-U.S. holder’s conduct of a trade or business within the United States.

Any such effectively connected dividends will be subject to U.S. federal income tax on a net income basis at the regular rates applicable to United States persons. A Non-U.S. holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate as specified by an applicable income tax treaty) on such effectively connected dividends, as adjusted for certain items. Non-U.S. holders should consult their tax advisors regarding any applicable tax treaties that may provide for different rules.

Information Reporting and Backup Withholding.    Payments of dividends (including constructive dividends received pursuant to a redemption of HCAC Class A Common Stock) on HCAC Class A Common Stock will not be subject to backup withholding, provided that the applicable withholding agent does not have actual knowledge or reason to know the holder is a United States person and the holder either certifies its non-U.S. status, such as by furnishing a valid IRS Form W-8BEN, W-8BEN-E or W-8ECI, or otherwise establishes an exemption. However, information returns are required to be filed with the IRS in connection with any payments of dividends on HCAC Class A Common Stock paid to the Non-U.S. holder, regardless of whether any tax was actually withheld. In addition, proceeds of the sale or other taxable disposition of HCAC Class A Common Stock within the United States or conducted through certain U.S.-related brokers generally will not be subject to backup withholding or information reporting, if the applicable withholding agent receives the certification described above and does not have actual knowledge or

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reason to know that such holder is a United States person, or the holder otherwise establishes an exemption. Proceeds of a disposition of HCAC Class A Common Stock conducted through a non-U.S. office of a non-U.S. broker generally will not be subject to backup withholding or information reporting.

Copies of information returns that are filed with the IRS may also be made available under the provisions of an applicable treaty or agreement to the tax authorities of the country in which the Non-U.S. holder resides or is established.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a Non-U.S. holder’s U.S. federal income tax liability, provided that the required information is timely furnished to the IRS.

FATCA Withholding Taxes.    Sections 1471 to 1474 of the Code (such sections commonly referred to as “FATCA”) impose withholding of 30% on payments of dividends (including constructive dividends received pursuant to a redemption of stock) on HCAC Class A Common Stock to stockholders that fail to meet prescribed information reporting or certification requirements. In general, no such withholding will be required with respect to a U.S. holder or an individual Non-U.S. holder that timely provides the certifications required on a valid IRS Form W-9 or IRS Form W-8BEN, respectively. Holders potentially subject to withholding include “foreign financial institutions” (which is broadly defined for this purpose and in general includes investment vehicles) and “non-financial foreign entities” unless various U.S. information reporting and due diligence requirements (generally relating to ownership by U.S. persons of interest in or accounts with those entities) have been satisfied, or an exemption applies (typically certified as to by the delivery of a properly completed IRS Form W-8BEN-E). If FATCA withholding is imposed, a beneficial owner that is not a foreign financial institution or a non-financial foreign entity generally will be entitled to a refund of any amounts withheld by filing a U.S. federal income tax return (which may entail significant administrative burden). Foreign financial institutions and non-financial foreign entities located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules. Non-U.S. holders should consult their tax advisers regarding the effects of FATCA on a redemption of HCAC Class A Common Stock.

HOLDERS OF HCAC Class A Common Stock CONTEMPLATING EXERCISE OF THEIR REDEMPTION RIGHTS ARE ENCOURAGED TO CONSULT THEIR TAX ADVISORS TO DETERMINE THE SPECIFIC TAX CONSEQUENCES TO THEM OF SUCH A REDEMPTION, INCLUDING THE EFFECT OF ANY U.S. FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER TAX LAWS.

U.S. Federal Income Tax Considerations of the Business Combination for Canoo Equity Holders

Characterization of the Business Combination

It is the opinion of each of Cooley and Sidley that the Business Combination will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. These opinions are based on facts and representations contained in representation letters provided by Canoo and Hennessy Capital, First Merger Sub and Second Merger Sub and on customary factual assumptions, and further assume that the Business Combination is completed in the manner set forth in the Merger Agreement and the Registration Statement on Form S-4 of which this proxy statement/prospectus forms a part. If any assumption or representation is or becomes inaccurate, the U.S. federal income tax consequences of the Business Combination could be adversely affected. Neither Canoo nor Hennessy Capital intends to obtain a ruling from the IRS with respect to the tax consequences of the Business Combination. Further, the Business Combination is not conditioned upon obtaining an opinion from counsel that the Business Combination will qualify as a reorganization. Accordingly, no assurance can be given that the IRS will not challenge the Business Combination’s qualification as a “reorganization” within the meaning of Section 368(a) of the Code or that a court would not sustain such a challenge.

The following discussion assumes that any shares issued pursuant to the earnout provisions of the Merger Agreement (“Earnout Shares”) will be treated as consideration that can be received on a tax-deferred basis under the reorganization provisions of the Code as opposed to taxable “boot.” If the Earnout Shares are treated as taxable “boot,” the tax consequences described below could be materially different.

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U.S. Federal Income Tax Consequences for U.S. Holders

Assuming the Business Combination qualifies as a reorganization, the U.S. federal income tax consequences to U.S. holders of Canoo Ordinary Shares will be as follows:

•        a U.S. holder will not recognize gain or loss upon the exchange of Canoo shares for HCAC Class A Common Stock pursuant to the Business Combination, except (i) with respect to any Earnout Shares treated as imputed interest, (ii) as otherwise provided below under the caption heading “— Effect of Section 367,” or (iii) as otherwise provided below under the caption heading “— PFIC Considerations” in the event Canoo were treated as a passive foreign investment company (“PFIC”)

•        a U.S. holder’s aggregate tax basis for the shares of HCAC Class A Common Stock received in the Business Combination (excluding any Earnout Shares treated as imputed interest) will equal the U.S. holder’s aggregate tax basis in the Canoo shares surrendered in the Business Combination, increased by any amount included in the income of such U.S. holder as a result of Section 367 of the Code or classification of Canoo as a PFIC;

•        the holding period of the shares of HCAC Class A Common Stock received by a U.S. holder in the Business Combination will include the holding period of the Canoo shares surrendered in exchange therefor; and

•        a portion of any Earnout Shares a U.S. Holder receives pursuant to the Business Combination will be taxable upon receipt as imputed interest and as ordinary income, even though there will not be any corresponding receipt of cash. A U.S. Holder’s basis in such Earnout Shares treated as imputed interest will equal the fair market value of such shares on the date of receipt and the U.S. Holder’s holding period in such Earnout Shares will begin on the day following the date of receipt.

Effect of Section 367.    Section 367 of the Code applies to certain non-recognition transactions involving foreign corporations, including a reorganization involving a non-U.S. corporation and a U.S. corporation. When it applies, Section 367 imposes income tax on certain United States persons in connection with transactions that would otherwise be non-recognition events. Section 367(b) will generally apply to U.S. holders of Canoo shares at the time of the Business Combination. U.S. holders of Canoo shares who own (directly, indirectly or constructively) 10% or more of the total combined voting power of all classes of Canoo shares are strongly urged to consult with their tax advisors to determine the effect of Section 367 of the Code.

U.S. Holders that Own Canoo Ordinary Shares with a Fair Market Value Less Than $50,000.    A U.S. holder who on the date of the Business Combination owns (or is considered to own) stock of Canoo with a fair market value less than $50,000 should not be required to recognize any gain or loss under Section 367 of the Code in connection with the Business Combination, generally should not be required to include any part of the “all earnings and profits” amount in income, and need not make any election (as described below).

U.S. Holders that Own Canoo Ordinary Shares with a Fair Market Value of $50,000 or More.    A U.S. holder who on the date of the Business Combination owns (or is considered to own) stock of Canoo with a fair market value of $50,000 or more, but who beneficially owns (directly, indirectly or constructively) less than 10% of the total combined voting power of all classes of Canoo shares entitled to vote and less than 10% or more of the total value of shares of all classes of Canoo shares, must generally recognize gain (but not loss) with respect to the deemed receipt of HCAC Class A Common Stock in the Business Combination or, in the alternative, elect to recognize the “all earnings and profits” amount as described below.

Unless such U.S. holder makes the “all earnings and profits” election as described below, the gain recognized by such U.S. holder should equal the excess of the fair market value of the HCAC Class A Common Stock received over the U.S. holder’s adjusted tax basis in the Canoo Ordinary Shares deemed to be surrendered in exchange therefor. Such gain should be capital gain, and should be long-term capital gain if the holder held the Canoo Ordinary Shares for longer than one year.

In lieu of recognizing any gain as described in the preceding paragraph, a U.S. holder may elect to include in income the “all earnings and profits” amount attributable to its Canoo Ordinary Shares under Section 367(b). There are, however, strict conditions for making this election. This election must comply with applicable Treasury Regulations and generally must include, among other things: (i) a statement that the transaction is a Section 367(b) exchange; (ii) a complete description of the transaction, (iii) a description of any stock, securities or other consideration transferred

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or received in the transaction, (iv) a statement describing the amounts required to be taken into account for U.S. federal income tax purposes, (v) a statement that the U.S. holder is making the election that includes (A) a copy of the information that the U.S. holder received from Canoo establishing and substantiating the U.S. Holder’s “all earnings and profits” amount with respect to the U.S. holder’s Canoo Ordinary Shares, and (B) a representation that the U.S. holder has notified Canoo (or Hennessy Capital) that the U.S. holder is making the election, and (vi) certain other information required to be furnished with the U.S. holder’s tax return or otherwise furnished pursuant to the Code or the Treasury Regulations. In addition, the election must be attached by the U.S. holder to its timely filed U.S. federal income tax return for the year of the Business Combination and the U.S. holder must send notice to Canoo of the election no later than the date such tax return is filed. In connection with this election, Canoo intends to provide each U.S. holder eligible to make such an election with information regarding Canoo’s earnings and profits upon request.

Canoo, in consultation with its tax accountants, does not expect that its cumulative earnings and profits will be greater than zero through the date of the Business Combination. If Canoo’s cumulative earnings and profits will not be greater than zero through the date of the Business Combination, the making of an election to include the “all earnings and profits” amount in income as a dividend generally would be advantageous to U.S. holders who would otherwise recognize gain with respect to Canoo Ordinary Shares in the Business Combination.

Canoo cannot, however, guarantee that it will not have positive cumulative earnings and profits on the day of the Business Combination. The determination of Canoo’s earnings and profits is a complex determination and may be impacted by numerous factors. In addition, it is possible that the amount of Canoo’s earnings and profits could be greater than expected through the date of the Business Combination or could be adjusted as a result of an IRS examination. If Canoo’s cumulative earnings and profits are greater than zero, the “all earnings and profits” amount generally will include Canoo’s net positive earnings and profits for all taxable years prior to the Business Combination.

U.S. HOLDERS ARE STRONGLY URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING WHEN AND WHETHER TO MAKE THIS ELECTION AND, IF THE ELECTION IS DETERMINED TO BE ADVISABLE, THE APPROPRIATE FILING REQUIREMENTS WITH RESPECT TO THIS ELECTION.

U.S. HOLDERS ARE STRONGLY URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE APPLICABILITY AND THE CONSEQUENCES OF SECTION 367(b) IN THE CASE OF THE BUSINESS COMBINATION.

PFIC Considerations

In addition to the discussion under the heading “Effect of Section 367,” above, the Business Combination could be a taxable event to a U.S. holder if Canoo is characterized as a passive foreign investment company (“PFIC”) in its current taxable year, or in a prior taxable year in which a U.S. holder owned Canoo Ordinary Shares.

Canoo’s status as a PFIC will depend on the nature and composition of Canoo’s income and the nature, composition and value of Canoo’s assets from time to time. With respect to the taxable year that ended on December31, 2019, and prior taxable years, Canoo believes that it was not a PFIC and presently does not anticipate that it will be a PFIC for the current taxable year based upon the expected value of its assets, including any goodwill, and the expected nature and composition of Canoo’s income and assets. However, Canoo’s status as a PFIC is a fact-intensive determination made on an annual basis, and Canoo cannot provide any assurances regarding Canoo’s PFIC status for the current or prior taxable years. Furthermore, because there are uncertainties in the application of the relevant rules, it is possible that the IRS may challenge our classification of certain income and assets as non-passive or our valuation of our tangible and intangible assets, each of which may result in our becoming a PFIC for the current or prior taxable years. There can be no assurance that the IRS will agree with Canoo’s conclusion and that the IRS would not successfully challenge Canoo’s position. In the event Canoo is or was treated as a PFIC for any taxable year, U.S. holders could be subject to adverse tax consequences in connection with the Business Combination, including having the Business Combination treated as a taxable exchange, having gain realized on the exchange treated as ordinary income rather than capital gain, and having interest charges apply to all or a portion of such gain.

All U.S. holders are strongly urged to consult their own tax advisors regarding the tax consequences of the Business Combination, including how the application of the PFIC rules (including if Canoo was treated as a PFIC) may alter the tax consequences to them. Canoo’s U.S. counsel expresses no opinion with respect to Canoo’s PFIC status for its current or prior taxable years. Canoo intends to determine whether it was a PFIC or not for its current taxable year following the close of such taxable year and intends to make such determination available to U.S. holders upon request.

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Retention of Records

As provided in Treasury Regulations Section 1.368-3(d), each U.S. holder who receives shares of HCAC Class A Common Stock in the Business Combination is required to retain permanent records pertaining to the Business Combination, and make such records available to any authorized IRS officers and employees. Such records should specifically include information regarding the amount, basis and fair market value of all transferred property, and relevant facts regarding any liabilities assumed or extinguished as part of such reorganization. Additionally, U.S. holders who owned immediately before completion of the Business Combination at least 1% (by vote or value) of the total outstanding Canoo shares, or Canoo “securities” (as specially defined for U.S. federal income tax purposes) the aggregate federal income tax basis of which was at least $1million, are required to attach a statement to their tax returns for the year in which the Business Combination is completed that contains the information listed in Treasury Regulations Section 1.368-3(b). Such statement must include the U.S. holder’s tax basis in and fair market value of such U.S. holder’s Canoo shares, and any such “securities” surrendered in the Business Combination, the date of completion of the Business Combination and the name and employer identification number of each of Canoo and Hennessy Capital.

Failure to Qualify as a Reorganization

If the Business Combination fails to qualify as a reorganization within the meaning of Section 368(a) of the Code, then a U.S. holder would generally recognize gain or loss equal to the difference between the fair market value of the HCAC Class A Common Stock received in the Business Combination (generally including such holder’s pro rata share of the Earnout Shares but excluding any portion of any Earnout Shares treated as imputed interest) and such U.S. holder’s tax basis in the Canoo shares surrendered in the Business Combination. The amount and timing of any gain recognition would depend, in part, upon whether the installment method of reporting is applied to the receipt of Earnout Shares. Such gain or loss would be long-term capital gain or loss if the Canoo shares were held for more than one year at the time of the Business Combination. In addition, the U.S. holder’s aggregate tax basis in the shares of HCAC Class A Common Stock received in the Business Combination at the time of the Closing would equal their fair market value at the time of the closing of the Business Combination, and the U.S. holder’s holding period of such shares of HCAC Class A Common Stock would commence the day after the closing of the Business Combination. A U.S. holder’s aggregate tax basis and holding period of Earnout Shares will depend on whether or not the installment method of reporting is applied to the receipt of Earnout Shares. The rules governing the installment method of reporting are complex, and U.S. holders are strongly urged to consult their tax advisor.

Information Reporting and Backup Withholding

A U.S. holder of Canoo shares may be subject to information reporting and backup withholding for U.S. federal income tax purposes on certain payments made in connection with the Business Combination. The current backup withholding rate is 24%. Backup withholding will not apply, however, to a U.S. holder who (i) furnishes a correct taxpayer identification number and certifies the U.S. holder is not subject to backup withholding on IRS Form W-9 or a substantially similar form or (ii) certifies the U.S. holder is otherwise exempt from backup withholding. U.S. holders of Canoo shares should consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption. If a U.S. holder does not provide a correct taxpayer identification number on IRS Form W-9 or other proper certification, the U.S. holder may be subject to penalties imposed by the IRS. Any amounts withheld under the backup withholding rules may be refunded or allowed as a credit against a U.S. holder’s U.S. federal income tax liability, if any, provided the required information is timely furnished to the IRS. In the event of backup withholding, consult with your tax advisor to determine if you are entitled to any tax credit, tax refund or other tax benefit as a result of such backup withholding.

Non-U.S. Holders

The U.S. federal income tax consequences of the Business Combination for Non-U.S. holders of Canoo Ordinary Shares will generally be the same as for U.S. holders except as noted below.

Non-U.S. holders will not be subject to U.S. federal income tax on any gain recognized as a result of the Business Combination (i.e., if the Business Combination does not qualify as a reorganization under Section 368(a) of the Code) unless:

•        the gain is effectively connected with the Non-U.S. holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. holder maintains a permanent establishment in the United States to which such gain is attributable);

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•        the Non-U.S. holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the Business Combination and certain other requirements are met; or

•        Canoo is or has been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of the Business Combination or the period that the Non-U.S. holder held Canoo Ordinary Shares.

Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular rates applicable to United States persons. A Non-U.S. holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate as specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items.

Gain described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate as specified by an applicable income tax treaty), which may be offset by U.S. source capital losses of the Non-U.S. holder (even though the individual is not considered a resident of the United States) provided that the Non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.

If the third bullet point above applied to a Non-U.S. holder, any gain recognized by such holder with respect to such holder’s Canoo Ordinary Shares as a result of the Business Combination would be subject to tax at generally applicable U.S. federal income tax rates. However, Canoo believes that it is not, and has not been at any time since its formation, a U.S. real property holding corporation and neither Canoo nor Hennessy Capital expects to be a U.S. real property holding corporation immediately after the Business Combination is completed.

Notwithstanding the foregoing, a Non-U.S. holder may be subject to U.S. federal income tax (and withholding with respect thereto) for any Earnout Shares treated as imputed interest. Hennessy Capital intends to withhold on any Earnout Shares treated as imputed interest at a rate of 30% unless reduced by an applicable tax treaty.

Information Reporting and Backup Withholding

A Non-U.S. holder of Canoo Ordinary Shares may be subject to information reporting and backup withholding for U.S. federal income tax purposes on certain payments made in connection with the Business Combination. Backup withholding will not apply, however, if the applicable withholding agent does not have actual knowledge or reason to know the holder is a U.S. person and the non-U.S. holder either certifies its non-U.S. status, such as by furnishing a valid IRS Form W-8BEN, W-8BEN-E or W-8ECI, or otherwise establishes an exemption.

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PROPOSAL NOS. 2– 5 — THE CHARTER PROPOSALS

Overview

If the Business Combination is to be consummated, Hennessy Capital will replace its current amended and restated certificate of incorporation (the “Existing Charter”) with the proposed second amended and restated certificate of incorporation (the “Proposed Charter”) in the form attached to this proxy statement/prospectus as Annex B, which, in the judgment of the HCAC Board, is necessary to adequately address the needs of New Canoo following the Closing.

The following table sets forth a summary of the principal proposed changes and the differences between the Existing Charter and the Proposed Charter. This summary is qualified by reference to the complete text of the Proposed Charter, a copy of which is attached to this proxy statement/prospectus as Annex B. All stockholders are encouraged to read the Proposed Charter in its entirety for a more complete description of its terms.

	Existing Charter	Proposed Charter
Number of Authorized Shares (Proposal No. 2)	The Existing Charter provides that the total number of authorized shares of all classes of capital stock is 111,000,000shares, each with a par value of $0.0001, consisting of (a) 110,000,000shares of common stock, including (i) 100,000,000shares of HCAC Class A Common Stock, and (ii) 10,000,000shares of HCAC Class B Common Stock, and (b) 1,000,000shares of preferred stock.	The Proposed Charter increases the total number of authorized shares of all classes of capital stock to 510,000,000shares, consisting of 500,000,000shares of common stock, each having a par value of $0.0001, and of 10,000,000shares of preferred stock, each having a par value of $0.0001.
Supermajority Voting Provisions (Proposal No. 3 and Proposal No. 4)	Under the Existing Charter, all matters subject to a stockholder vote, except for amendments to Article IX of the Charter, require the affirmative vote of the holders of a majority of the outstanding HCAC Common Stock entitled to vote thereon. Amendment of Article IX of the Existing Charter requires the affirmative vote of the holders of at least 65% of all then outstanding shares of HCAC Common Stock.	The Proposed Charter will require the affirmative vote of the holders of at least 66 2/3% of the voting power of all then-outstanding New Canoo Common Stock entitled to vote generally in the election of directors, voting together as a single class, to (a) adopt, amend or repeal the bylaws of New Canoo, or (b) alter, amend or appeal Articles V, VI, VII and VIII of the Proposed Charter.
Name (Proposal No. 5)	Hennessy Capital Acquisition Corp. IV	Canoo Inc.
Purpose (Proposal No. 5)	The Existing Charter provides that the purpose of Hennessy Capital is to engage in any lawful act or activity for which corporations may be organized under the DGCL. In addition to the powers and privileges conferred upon Hennessy Capital by law and those incidental thereto, Hennessy Capital shall possess and may exercise all the powers and privileges that are necessary or convenient to the conduct, promotion or attainment of the business or purposes of Hennessy Capital, including, but not limited to, effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving Hennessy Capital and one or more businesses.	The Proposed Charter provides that the purpose of New Canoo is to engage in any lawful act or activity for which a corporation may be organized under the DGCL.

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	Existing Charter	Proposed Charter
Duration of Existence (Proposal No. 5)	The Existing Charter provides that if Hennessy Capital does not consummate the Business Combination and fail to complete an initial business combination by December31, 2020 (subject to the requirements of law), it will be required to dissolve and liquidate our trust account by returning the then remaining funds in such account to the Public Stockholders.	The Proposed Charter deletes the liquidation provision in the Existing Charter and retains the default of perpetual existence under the DGCL.
Provisions Specific to a Blank Check Company (Proposal 5)	Under the Existing Charter, Article IX sets forth various provisions related to our operations as a blank check company prior to the consummation of an initial business combination.	The Proposed Charter deletes the provisions previously included as Article IX in the Existing Charter in their entirety because, upon consummation of the Business Combination, Hennessy Capital will cease to be a blank check company. In addition, the provisions requiring that the proceeds from the IPO be held in a trust account until a business combination or liquidation of Hennessy Capital and the terms governing Hennessy Capital’s consummation of a proposed business combination will not be applicable following consummation of the Business Combination and thus will be deleted.

Reasons for the Amendments to Hennessy Capital’s Existing Charter

In the judgment of the HCAC Board, the Proposed Charter is necessary to address the needs of New Canoo following the Closing. In particular:

•        The greater number of authorized shares (Proposal No. 2) of capital stock is desirable for New Canoo to have sufficient shares to complete the Business Combination. Additionally, the HCAC Board believes that it is important for us to have available for issuance a number of authorized shares sufficient to support our growth and to provide flexibility for future corporate needs (including, if needed, as part of financing for future growth acquisitions). The shares would be issuable for any proper corporate purpose, including future acquisitions, capital raising transactions consisting of equity or convertible debt, stock dividends or issuances under current and any future stock incentive plans, pursuant to which we may provide equity incentives to employees, officers and directors. The HCAC Board believes that these additional shares will provide us with needed flexibility to issue shares in the future in a timely manner and under circumstances we consider favorable without incurring the risk, delay and potential expense incident to obtaining stockholder approval for a particular issuance.

•        The supermajority voting provisions with respect to altering, amending, or repealing the proposed bylaws of Hennessy Capital (Proposal No. 3) and Articles V, VI, VII and VIII of the Proposed Charter (Proposal No. 4) are desirable to enhance the continuity and stability of the New Canoo Board. The supermajority voting requirements are appropriate at this time to protect all stockholders against the potential self-interested actions by one or a few large stockholders. In reaching this conclusion, HCAC Board was cognizant of the potential for certain stockholders to hold a substantial beneficial ownership of our common stock following the Business Combination. We further believe that going forward, a supermajority voting requirement encourages the person seeking control of New Canoo to negotiate with the board of directors to reach terms that are appropriate for all stockholders.

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•        The additional changes to the Existing Charter (Proposal No. 5), including the name change from “Hennessy Capital Acquisition Corp. IV” to “Canoo Inc.,” are necessary to adequately address the needs of New Canoo following the Closing. The elimination of certain provisions related to Hennessy Capital’s status as a blank check company is desirable because these provisions will serve no purpose following the Business Combination. For example, these proposed amendments remove the requirement to dissolve Hennessy Capital and allow it to continue as a corporate entity with perpetual existence following consummation of the Business Combination. Perpetual existence is the usual period of existence for corporations and the HCAC Board believes it is the most appropriate period following the Business Combination. In addition, certain other provisions in the Existing Charter require that proceeds from Hennessy Capital’s IPO be held in the Trust Account until a business combination or liquidation of Hennessy Capital has occurred. These provisions cease to apply once the Business Combination is consummated.

Vote Required for Approval

Each of the Charter Proposals are conditioned on the approval of the Business Combination Proposal and the Nasdaq Proposal at the special meeting.

The affirmative vote of holders of a majority of the outstanding shares of HCAC Common Stock is required to approve each of the Charter Proposals. Broker non-votes, abstentions or the failure to vote on any of the Charter Proposals will have the same effect as a vote “AGAINST” any such Charter Proposal.

Recommendation of Hennessy Capital’s Board of Directors

HENNESSY CAPITAL’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE CHARTER PROPOSALS.

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PROPOSAL NO. 6 — THE ELECTION OF DIRECTORS PROPOSAL

Overview

Pursuant to the Existing Charter, the HCAC Board is currently divided into three classes, Class I, Class II and Class III with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. The Proposed Charter provides that the authorized number of directors will be fixed in the manner as provided in the bylaws of Hennessy Capital, which bylaws are to provide for a classified board with three terms pursuant to the Merger Agreement.

Pursuant to the Merger Agreement, at Closing, our board of directors will consist of Foster Chiang, Greg Ethridge, Tony Aquila, Josette Sheeran, Rainer Schmueckle, Thomas Dattilo and one other individual to be mutually agreed on by Hennessy Capital and Canoo. It is currently contemplated that            and            will be nominated to serve as Class I directors,           and           will be nominated to serve as Class II directors and           ,            and            will be nominated to serve as Class III directors.

Information regarding each nominee is set forth in the section entitled “Management After the Business Combination.”

Vote Required for Approval

The Election of Directors Proposal is conditioned on the approval of the Business Combination Proposal and the Nasdaq Proposal at the special meeting.

If a quorum is present, directors are elected by a plurality of the votes cast, in person online or by proxy. This means that the seven nominees will be elected if they receive more affirmative votes than any other nominee for the same position. Votes marked “FOR” a nominee will be counted in favor of that nominee. Proxies will have full discretion to cast votes for other persons in the event any nominee is unable to serve. Failure to vote by proxy or to vote in person online at the special meeting and broker non-votes will have no effect on the vote since a plurality of the votes cast is required for the election of each nominee.

Recommendation of Hennessy Capital’s Board of Directors

HENNESSY CAPITAL’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE ELECTION OF DIRECTORS PROPOSAL.

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PROPOSAL NO. 7 — THE STOCK INCENTIVE PLAN PROPOSAL

Overview

In this Proposal No. 7, we are asking our stockholders to approve the Canoo Inc. 2020 Equity Incentive Plan, which we refer to herein as the “2020 Plan.” The HCAC Board approved the 2020 Plan on September18, 2020, subject to stockholder approval at the special meeting. If stockholders approve this proposal, the 2020 Plan will become effective on the consummation of the Business Combination. If the 2020 Plan is not approved by the stockholders, it will not become effective and no awards will be granted thereunder and the New Canoo Board will be able to grant awards under the Canoo Inc. 2018 Share Option and Grant Plan, as subsequently amended (the “2018 Plan”). If the 2020 Plan is adopted, no awards will be granted under the 2018 Plan following the Closing of the Business Combination. The 2020 Plan is described in more detail below.

General Information

The purpose of the 2020 Plan is to provide a means whereby New Canoo can secure and retain the services of employees, directors and consultants, to provide incentives for such persons to exert maximum efforts for the success of New Canoo and its affiliates and to provide a means by which such persons may be given an opportunity to benefit from increases in value of the common stock through the granting of awards under the 2020 Plan.

Approval of the 2020 Plan by our stockholders is required, among other things, in order to comply with stock exchange rules requiring stockholder approval of equity compensation plans and allow the grant of incentive stock options under the 2020 Plan. If this Stock Incentive Plan Proposal is approved by our stockholders, the 2020 Plan will become effective as of the date of the closing of the Business Combination. In the event that our stockholders do not approve this proposal, the 2020 Plan will not become effective.

New Canoo’s equity compensation program, as implemented under the 2020 Plan, will allow New Canoo to be competitive with comparable companies in its industry by giving it the resources to attract and retain talented individuals to achieve its business objectives and build stockholder value. It is critical to New Canoo’s long-term success that the interests of employees and other service providers are tied to its success as “owners” of the business. Approval of the 2020 Plan will allow New Canoo to grant stock options and other equity awards at levels it determines to be appropriate in order to attract new employees and other service providers, retain existing employees and service providers and to provide incentives for such persons to exert maximum efforts for New Canoo’s success and ultimately increase stockholder value. The 2020 Plan allows New Canoo to utilize a broad array of equity incentives with flexibility in designing equity incentives, including traditional stock option grants, stock appreciation rights, restricted stock awards, restricted stock unit awards, other stock awards and performance awards to offer competitive equity compensation packages in order to retain and motivate the talent necessary for New Canoo.

If the request to approve the 2020 Plan is approved by our stockholders, there will be approximately 26,898,554shares, subject to adjustment for specified changes in New Canoo’s capitalization, available for grant under the 2020 Plan as of the effective time of the closing of the Business Combination. In addition, as further described below under the section entitled “Description of the New Canoo 2020 Equity Incentive Plan — Authorized Shares,” the share reserve is subject to annual increases each January 1 of up to 5% of shares of New Canoo Common Stock outstanding (or a lesser number determined by the New Canoo Board). The HCAC Board believes this pool size is necessary to provide sufficient reserved shares for a level of grants that will attract, retain, and motivate employees and other participants.

Description of the New Canoo 2020 Equity Incentive Plan

A summary description of the material features of the 2020 Plan is set forth below. The following summary does not purport to be a complete description of all the provisions of the 2020 Plan and is qualified by reference to the 2020 Plan, the form of which is attached to this proxy statement/prospectus as Annex D and incorporated by reference in its entirety. Hennessy Capital stockholders should refer to the 2020 Plan for more complete and detailed information about the terms and conditions of the 2020 Plan.

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Eligibility.    Any individual who is an employee of New Canoo or any of its affiliates, or any person who provides services to New Canoo or its affiliates, including members of the New Canoo Board, is eligible to receive awards under the 2020 Plan at the discretion of the plan administrator. If this proposal is approved by the stockholders, all of New Canoo’s 323 employees, 7 directors and 54 consultants (as of October27, 2020) will be eligible to receive awards following the closing of the Business Combination.

Awards.    The 2020 Plan provides for the grant of incentive stock options (“ISOs”), within the meaning of Section 422 of the Code to employees, including employees of any parent or subsidiary, and for the grant of nonstatutory stock options (“NSOs”), stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of awards to employees, directors and consultants, including employees and consultants of New Canoo’s affiliates.

Authorized Shares.    Initially, the maximum number of shares of New Canoo Common Stock that may be issued under the 2020 Plan after it becomes effective will not exceed 26,898,554shares of New Canoo Common Stock, which represents approximately 10% of the issued and outstanding shares of New Canoo Common Stock, on a fully diluted basis and assuming no redemptions, immediately following consummation of the Business Combination. In addition, the number of shares of New Canoo Common Stock reserved for issuance under the 2020 Plan will automatically increase on January 1 of each year, starting on January1, 2021 through January1, 2030, in an amount equal to (1) 5% of the total number of shares of New Canoo Common Stock outstanding on December 31 of the preceding year, or (2) a lesser number of shares of New Canoo Common Stock determined by the New Canoo Board prior to the date of the increase. The maximum number of shares of New Canoo Common Stock that may be issued upon the exercise of ISOs under the 2020 Plan is 80,695,662shares. As of October27, 2020, the closing price of HCAC Class A Common Stock as reported on The Nasdaq Capital Market was $10.31 per share.

Shares subject to stock awards granted under the 2020 Plan that expire or terminate without being exercised or otherwise issued in full or that are paid out in cash rather than in shares do not reduce the number of shares available for issuance under the 2020 Plan. Shares withheld under a stock award to satisfy the exercise, strike or purchase price of a stock award or to satisfy a tax withholding obligation do not reduce the number of shares available for issuance under the 2020 Plan. If any shares of New Canoo Common Stock issued pursuant to a stock award are forfeited back to or repurchased or reacquired by New Canoo because of the failure to vest, the shares that are forfeited or repurchased or reacquired will revert to and again become available for issuance under the 2020 Plan.

Non-Employee Director Compensation Limit.    The aggregate value of all compensation granted or paid to any non-employee director with respect to any calendar year, including awards granted and cash fees paid to such non-employee director, will not exceed (1) $1,000,000 in total value or (2) if such non-employee director is first appointed or elected to the New Canoo Board during such calendar year, $1,250,000 in total value, in each case, calculating the value of any equity awards based on the grant date fair value of such equity awards for financial reporting purposes and excluding distributions from a deferred compensation program.

Plan Administration.    The New Canoo Board, or a duly authorized committee thereof, will administer the 2020 Plan and is referred to as the “plan administrator” herein. The New Canoo Board may also delegate to one or more of New Canoo’s officers the authority to (1) designate employees (other than officers) to receive specified stock awards and (2) determine the number of shares subject to such stock awards. Under the 2020 Plan, the New Canoo Board has the authority to determine award recipients, grant dates, the numbers and types of stock awards to be granted, the applicable fair market value, and the provisions of each stock award, including the period of exercisability and the vesting schedule applicable to a stock award.

Under the 2020 Plan, the New Canoo Board also generally has the authority to effect, without the approval of stockholders but with the consent of any materially adversely affected participant, (1) the reduction of the exercise, purchase, or strike price of any outstanding option or stock appreciation right; (2) the cancellation of any outstanding option or stock appreciation right and the grant in substitution therefore of other awards, cash, or other consideration; or (3) any other action that is treated as a repricing under generally accepted accounting principles.

Stock Options.    ISOs and NSOs are granted under stock option agreements adopted by the plan administrator. The plan administrator determines the exercise price for stock options, within the terms and conditions of the 2020 Plan, provided that the exercise price of a stock option generally cannot be less than 100% of the fair market value of a share of New Canoo Common Stock on the date of grant. Options granted under the 2020 Plan vest at the rate specified in the stock option agreement as determined by the plan administrator.

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The plan administrator determines the term of stock options granted under the 2020 Plan, up to a maximum of 10 years. Unless the terms of an optionholder’s stock option agreement provide otherwise or as otherwise provided by the plan administrator, if an optionholder’s service relationship with New Canoo or any of New Canoo’s affiliates ceases for any reason other than disability, death, or cause, the optionholder may generally exercise any vested options for a period of three months following the cessation of service. This period may be extended in the event that exercise of the option is prohibited by applicable securities laws. Unless the terms of an optionholder’s stock option agreement provide otherwise or as otherwise provided by the plan administrator, if an optionholder’s service relationship with New Canoo or any of New Canoo’s affiliates ceases due to death, or an optionholder dies within a certain period following cessation of service, the optionholder or a beneficiary may generally exercise any vested options for a period of 18months following the date of death. Unless the terms of an optionholder’s stock option agreement provide otherwise or as otherwise provided by the plan administrator, if an optionholder’s service relationship with New Canoo or any of New Canoo’s affiliates ceases due to disability, the optionholder may generally exercise any vested options for a period of 12months following the cessation of service. In the event of a termination for cause, options generally terminate upon the termination date. In no event may an option be exercised beyond the expiration of its term.

Acceptable consideration for the purchase of New Canoo Common Stock issued upon the exercise of a stock option will be determined by the plan administrator and may include (1) cash, check, bank draft or money order, (2) a broker-assisted cashless exercise, (3) the tender of shares of New Canoo Common Stock previously owned by the optionholder, (4) a net exercise of the option if it is an NSO or (5) other legal consideration approved by the plan administrator.

Unless the plan administrator provides otherwise, options and stock appreciation rights generally are not transferable except by will or the laws of descent and distribution. Subject to approval of the plan administrator or a duly authorized officer, an option may be transferred pursuant to a domestic relations order.

Tax Limitations on ISOs.    The aggregate fair market value, determined at the time of grant, of New Canoo Common Stock with respect to ISOs that are exercisable for the first time by an award holder during any calendar year under all of New Canoo’s stock plans may not exceed $100,000. Options or portions thereof that exceed such limit will generally be treated as NSOs. No ISO may be granted to any person who, at the time of the grant, owns or is deemed to own stock possessing more than 10% of New Canoo’s total combined voting power or that of any of New Canoo’s parent or subsidiary corporations unless (1) the option exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant and (2) the term of the ISO does not exceed five years from the date of grant.

Restricted Stock Unit Awards.    Restricted stock unit awards are granted under restricted stock unit award agreements adopted by the plan administrator. Restricted stock unit awards may be granted in consideration for any form of legal consideration that may be acceptable to the plan administrator and permissible under applicable law. A restricted stock unit award may be settled by cash, delivery of shares of New Canoo Common Stock, a combination of cash and shares of New Canoo Common Stock as determined by the plan administrator, or in any other form of consideration set forth in the restricted stock unit award agreement. Additionally, dividend equivalents may be credited in respect of shares covered by a restricted stock unit award. Except as otherwise provided in the applicable award agreement or by the plan administrator, restricted stock unit awards that have not vested will be forfeited once the participant’s continuous service ends for any reason.

Restricted Stock Awards.    Restricted stock awards are granted under restricted stock award agreements adopted by the plan administrator. A restricted stock award may be awarded in consideration for cash, check, bank draft or money order, services to us, or any other form of legal consideration that may be acceptable to the plan administrator and permissible under applicable law. The plan administrator determines the terms and conditions of restricted stock awards, including vesting and forfeiture terms. If a participant’s service relationship with New Canoo ends for any reason, New Canoo may receive any or all of the shares of New Canoo Common Stock held by the participant that have not vested as of the date the participant terminates service with New Canoo through a forfeiture condition or a repurchase right.

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Stock Appreciation Rights.    Stock appreciation rights are granted under stock appreciation right agreements adopted by the plan administrator. The plan administrator determines the strike price for a stock appreciation right, which generally cannot be less than 100% of the fair market value of New Canoo Common Stock on the date of grant. A stock appreciation right granted under the 2020 Plan vests at the rate specified in the stock appreciation right agreement as determined by the plan administrator. Stock appreciation rights may be settled in cash or shares of New Canoo Common Stock or in any other form of payment, as determined by the plan administrator and specified in the stock appreciation right agreement.

The plan administrator determines the term of stock appreciation rights granted under the 2020 Plan, up to a maximum of 10 years. Unless the terms of a participant’s stock appreciation rights agreement provide otherwise or as otherwise provided by the plan administrator, if a participant’s service relationship with New Canoo or any of its affiliates ceases for any reason other than cause, disability, or death, the participant may generally exercise any vested stock appreciation right for a period of three months following the cessation of service. This period may be further extended in the event that exercise of the stock appreciation right following such a termination of service is prohibited by applicable securities laws. Unless the terms of a participant’s stock appreciation rights agreement provide otherwise or as otherwise provided by the plan administrator, if a participant’s service relationship with New Canoo or any of its affiliates, ceases due to disability or death, or a participant dies within a certain period following cessation of service, the participant or a beneficiary may generally exercise any vested stock appreciation right for a period of 12months in the event of disability and 18months in the event of death. In the event of a termination for cause, stock appreciation rights generally terminate immediately upon the occurrence of the event giving rise to the termination of the individual for cause. In no event may a stock appreciation right be exercised beyond the expiration of its term.

Performance Awards.    The 2020 Plan permits the grant of performance awards that may be settled in stock, cash or other property. Performance awards may be structured so that the stock or cash will be issued or paid only following the achievement of certain pre-established performance goals during a designated performance period. Performance awards that are settled in cash or other property are not required to be valued in whole or in part by reference to, or otherwise based on, New Canoo Common Stock.

The performance goals may be based on any measure of performance selected by the plan administrator. The performance goals may be based on company-wide performance or performance of one or more business units, divisions, affiliates, or business segments, and may be either absolute or relative to the performance of one or more comparable companies or the performance of one or more relevant indices. Unless specified otherwise by the plan administrator when the performance award is granted, the plan administrator will appropriately make adjustments in the method of calculating the attainment of performance goals as follows: (1) to exclude restructuring and/or other nonrecurring charges; (2) to exclude exchange rate effects; (3) to exclude the effects of changes to generally accepted accounting principles; (4) to exclude the effects of any statutory adjustments to corporate tax rates; (5) to exclude the effects of items that are “unusual” in nature or occur “infrequently” as determined under generally accepted accounting principles; (6) to exclude the dilutive effects of acquisitions or joint ventures; (7) to assume that any portion of New Canoo’s business which is divested achieved performance objectives at targeted levels during the balance of a performance period following such divestiture; (8) to exclude the effect of any change in the outstanding shares of New Canoo Common Stock by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change, or any distributions to common stockholders other than regular cash dividends; (9) to exclude the effects of stock based compensation and the award of bonuses under New Canoo’s bonus plans; (10) to exclude costs incurred in connection with potential acquisitions or divestitures that are required to be expensed under generally accepted accounting principles; and (11) to exclude the goodwill and intangible asset impairment charges that are required to be recorded under generally accepted accounting principles. In addition, the Board may establish or provide for other adjustment items in the award agreement at the time the award is granted or in such other document setting forth the performance goals at the time the performance goals are established.

Other Stock Awards.    The plan administrator may grant other awards based in whole or in part by reference to New Canoo Common Stock. The plan administrator will set the number of shares under the stock award (or cash equivalent) and all other terms and conditions of such awards.

Changes to Capital Structure.    In the event there is a specified type of change in the capital structure of New Canoo, such as a stock split, reverse stock split, or recapitalization, appropriate adjustments will be made to (1) the class and maximum number of shares reserved for issuance under the 2020 Plan, (2) the class of shares by which the

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share reserve may increase automatically each year, (3) the class and maximum number of shares that may be issued upon the exercise of ISOs and (4) the class and number of shares and exercise price, strike price, or purchase price, if applicable, of all outstanding stock awards.

Corporate Transactions.    The following applies to stock awards under the 2020 Plan in the event of a corporate transaction (as defined in the 2020 Plan), unless otherwise provided in a participant’s stock award agreement or other written agreement with New Canoo or one of its affiliates or unless otherwise expressly provided by the plan administrator at the time of grant.

In the event of a corporate transaction, any stock awards outstanding under the 2020 Plan may be assumed, continued or substituted for by any surviving or acquiring corporation (or its parent company), and any reacquisition or repurchase rights held by New Canoo with respect to the stock award may be assigned to New Canoo’s successor (or its parent company). If the surviving or acquiring corporation (or its parent company) does not assume, continue or substitute for such stock awards, then (i) with respect to any such stock awards that are held by participants whose continuous service has not terminated prior to the effective time of the corporate transaction, or current participants, the vesting (and exercisability, if applicable) of such stock awards will be accelerated in full (or, in the case of performance awards with multiple vesting levels depending on the level of performance, vesting will accelerate at 100% of the target level) to a date prior to the effective time of the corporate transaction (contingent upon the effectiveness of the corporate transaction), and such stock awards will terminate if not exercised (if applicable) at or prior to the effective time of the corporate transaction, and any reacquisition or repurchase rights held by New Canoo with respect to such stock awards will lapse (contingent upon the effectiveness of the corporate transaction), and (ii) any such stock awards that are held by persons other than current participants will terminate if not exercised (if applicable) prior to the effective time of the corporate transaction, except that any reacquisition or repurchase rights held by New Canoo with respect to such stock awards will not terminate and may continue to be exercised notwithstanding the corporate transaction.

In the event a stock award will terminate if not exercised prior to the effective time of a corporate transaction, the plan administrator may provide, in its sole discretion, that the holder of such stock award may not exercise such stock award but instead will receive a payment equal in value to the excess (if any) of (i) the per share amount payable to holders of New Canoo Common Stock in connection with the corporate transaction, over (ii) any per share exercise price payable by such holder, if applicable.

Plan Amendment or Termination.    The New Canoo Board has the authority to amend, suspend, or terminate the 2020 Plan at any time, provided that such action does not materially impair the existing rights of any participant without such participant’s written consent. Certain material amendments also require approval of New Canoo’s stockholders. No ISOs may be granted after the tenth anniversary of the date the HCAC Board adopts the 2020 Plan. No stock awards may be granted under the 2020 Plan while it is suspended or after it is terminated.

U.S. Federal Income Tax Consequences

The following is a summary of the principal U.S. federal income tax consequences to participants and New Canoo with respect to participation in the 2020 Plan, which will not become effective until the date of the closing of the Business Combination. No awards will be issued under the 2020 Plan prior to the date of the closing of the Business Combination. This summary is not intended to be exhaustive and does not discuss the income tax laws of any local, state or foreign jurisdiction in which a participant may reside. The information is based upon current U.S. federal income tax rules and therefore is subject to change when those rules change. Because the tax consequences to any participant may depend on his or her particular situation, each participant should consult the participant’s tax adviser regarding the federal, state, local and other tax consequences of the grant or exercise of an award or the disposition of stock acquired the 2020 Plan. The 2020 Plan is not qualified under the provisions of Section 401(a) of the Code and is not subject to any of the provisions of the Employee Retirement Income Security Act of 1974, as amended. New Canoo’s ability to realize the benefit of any tax deductions described below depends on New Canoo’s generation of taxable income as well as the requirement of reasonableness and the satisfaction of New Canoo’s tax reporting obligations.

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Nonstatutory Stock Options.    Generally, there is no taxation upon the grant of a NSO. Upon exercise, a participant will recognize ordinary income equal to the excess, if any, of the fair market value of the underlying stock on the date of exercise of the stock option over the exercise price. If the participant is employed by New Canoo or one of its affiliates, that income will be subject to withholding taxes. The participant’s tax basis in those shares will be equal to their fair market value on the date of exercise of the stock option, and the participant’s capital gain holding period for those shares will begin on the day after they are transferred to the participant. Subject to the requirement of reasonableness, the deduction limits under Section 162(m) of the Code and the satisfaction of a tax reporting obligation, New Canoo will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the participant.

Incentive Stock Options.    The 2020 Plan provides for the grant of stock options that are intended to qualify as “incentive stock options,” as defined in Section 422 of the Code. Under the Code, a participant generally is not subject to ordinary income tax upon the grant or exercise of an ISO. If the participant holds a share received upon exercise of an ISO for more than two years from the date the stock option was granted and more than one year from the date the stock option was exercised, which is referred to as the required holding period, the difference, if any, between the amount realized on a sale or other taxable disposition of that share and the participant’s tax basis in that share will be long-term capital gain or loss. If, however, a participant disposes of a share acquired upon exercise of an ISO before the end of the required holding period, which is referred to as a disqualifying disposition, the participant generally will recognize ordinary income in the year of the disqualifying disposition equal to the excess, if any, of the fair market value of the share on the date of exercise of the stock option over the exercise price. However, if the sales proceeds are less than the fair market value of the share on the date of exercise of the stock option, the amount of ordinary income recognized by the participant will not exceed the gain, if any, realized on the sale. If the amount realized on a disqualifying disposition exceeds the fair market value of the share on the date of exercise of the stock option, that excess will be short-term or long-term capital gain, depending on whether the holding period for the share exceeds one year. For purposes of the alternative minimum tax, the amount by which the fair market value of a share of stock acquired upon exercise of an ISO exceeds the exercise price of the stock option generally will be an adjustment included in the participant’s alternative minimum taxable income for the year in which the stock option is exercised. If, however, there is a disqualifying disposition of the share in the year in which the stock option is exercised, there will be no adjustment for alternative minimum tax purposes with respect to that share. In computing alternative minimum taxable income, the tax basis of a share acquired upon exercise of an ISO is increased by the amount of the adjustment taken into account with respect to that share for alternative minimum tax purposes in the year the stock option is exercised. New Canoo is not allowed a tax deduction with respect to the grant or exercise of an ISO or the disposition of a share acquired upon exercise of an ISO after the required holding period. If there is a disqualifying disposition of a share, however, New Canoo will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the participant, subject to the requirement of reasonableness, the deduction limits under Section 162(m) of the Code and provided that either the employee includes that amount in income or New Canoo timely satisfies its reporting requirements with respect to that amount.

Restricted Stock Awards.    Generally, the recipient of a restricted stock award will recognize ordinary income at the time the stock is received equal to the excess, if any, of the fair market value of the stock received over any amount paid by the recipient in exchange for the stock. If, however, the stock is subject to restrictions constituting a substantial risk of forfeiture when it is received (for example, if the employee is required to work for a period of time in order to have the right to transfer or sell the stock), the recipient generally will not recognize income until the restrictions constituting a substantial risk of forfeiture lapse, at which time the recipient will recognize ordinary income equal to the excess, if any, of the fair market value of the stock on the date it becomes vested over any amount paid by the recipient in exchange for the stock. A recipient may, however, file an election with the Internal Revenue Service, within 30 days following the date of grant, to recognize ordinary income, as of the date of grant, equal to the excess, if any, of the fair market value of the stock on the date the award is granted over any amount paid by the recipient for the stock. The recipient’s basis for the determination of gain or loss upon the subsequent disposition of shares acquired from a restricted stock award will be the amount paid for such shares plus any ordinary income recognized either when the stock is received or when the restrictions constituting a substantial risk of forfeiture lapse. Subject to the requirement of reasonableness, the deduction limits under Section 162(m) of the Code and the satisfaction of a tax reporting obligation, New Canoo will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the recipient of the restricted stock award.

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Restricted Stock Unit Awards.    Generally, the recipient of a restricted stock unit award will generally recognize ordinary income at the time the stock is delivered equal to the excess, if any, of (i) the fair market value of the stock received over any amount paid by the recipient in exchange for the stock or (ii) the amount of cash paid to the participant. The recipient’s basis for the determination of gain or loss upon the subsequent disposition of shares acquired from a restricted stock unit award will be the amount paid for such shares plus any ordinary income recognized when the stock is delivered, and the participant’s capital gain holding period for those shares will begin on the day after they are transferred to the participant. Subject to the requirement of reasonableness, the deduction limits under Section 162(m) of the Code and the satisfaction of a tax reporting obligation, New Canoo will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the recipient of the restricted stock unit award.

Stock Appreciation Rights.    Generally, the recipient of a stock appreciation right will recognize ordinary income equal to the fair market value of the stock or cash received upon such exercise. Subject to the requirement of reasonableness, the deduction limits under Section 162(m) of the Code and the satisfaction of a tax reporting obligation, New Canoo will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the recipient of the stock appreciation right.

Tax Consequences to New Canoo

Compensation of Covered Employees.    The ability of New Canoo to obtain a deduction for amounts paid under the 2020 Plan could be limited by Section 162(m) of the Code. Section 162(m) of the Code limits New Canoo’s ability to deduct compensation, for U.S. federal income tax purposes, paid during any year to a “covered employee” (within the meaning of Section 162(m) of the Code) in excess of $1,000,000.

Golden Parachute Payments.    The ability of New Canoo (or the ability of one of its subsidiaries) to obtain a deduction for future payments under the 2020 Plan could also be limited by the golden parachute rules of Section 280G of the Code, which prevent the deductibility of certain “excess parachute payments” made in connection with a change in control of an employer-corporation.

New Plan Benefits

The awards, if any, that will be made to eligible persons under the 2020 Plan are subject to the discretion of the compensation committee the New Canoo Board. Therefore, Hennessy Capital cannot currently determine the benefits or number of shares subject to awards that may be granted in the future and a new plan benefits table is thus not provided.

Interests of Hennessy Capital’s Directors and Officers in the Stock Incentive Plan Proposal

When you consider the recommendation of the HCAC Board in favor of approval of the 2020 Plan, you should keep in mind that certain of Hennessy Capital’s board of directors and officers have interests in the 2020 Plan that are different from, or in addition to, your interests as a stockholder or warrantholder, including, among other things, the existence of financial and personal interests. See the section entitled “The Business Combination — Interests of Hennessy Capital’s Directors and Officers in the Business Combination” for a further discussion.

Vote Required for Approval

The Stock Incentive Plan Proposal is conditioned on the approval of the Business Combination Proposal and the Nasdaq Proposal at the special meeting.

The Stock Incentive Plan Proposal will be approved and adopted if the holders of a majority of the shares of HCAC Common Stock represented in person online or by proxy and voted thereon at the special meeting vote “FOR” the Stock Incentive Plan Proposal. Failure to vote by proxy or to vote in person online at the special meeting or an abstention from voting will have no effect on the outcome of the vote on the Stock Incentive Plan Proposal.

Recommendation of Hennessy Capital’s Board of Directors

Hennessy Capital’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE STOCK INCENTIVE PLAN PROPOSAL.

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PROPOSAL NO. 8 — THE EMPLOYEE STOCK PURCHASE PLAN PROPOSAL

Overview

In this Proposal No. 8, we are asking our stockholders to approve the Canoo Inc. 2020 Employee Stock Purchase Plan, which we refer to herein as the “ESPP.” The HCAC Board approved the ESPP on September18, 2020, subject to stockholder approval at the special meeting. If stockholders approve this proposal, the ESPP will become effective on the consummation of the Business Combination. If the ESPP is not approved by the stockholders, it will not become effective. The ESPP is described in more detail below.

The purpose of the ESPP is to provide a means whereby New Canoo can align the long-term financial interests of its employees with the financial interests of its stockholders. In addition, the board of directors believes that the ability to allow its employees to purchase shares of New Canoo Common Stock will help New Canoo to attract, retain, and motivate employees and encourages them to devote their best efforts to New Canoo’s business and financial success. Approval of the ESPP by Hennessy Capital stockholders will allow New Canoo to provide its employees with the opportunity to acquire an ownership interest in New Canoo through their participation in the ESPP, thereby encouraging them to remain in service and more closely aligning their interests with those of New Canoo’s stockholders.

Description of the ESPP

The material features of the ESPP are described below. The following description of the ESPP is a summary only. This summary is not a complete statement of the ESPP and is qualified in its entirety by reference to the complete text of the ESPP, a copy of which is attached hereto as Annex E. Hennessy Capital stockholders should refer to the ESPP for more complete and detailed information about the terms and conditions of the ESPP.

Purpose.    The purpose of the ESPP is to provide a means by which eligible employees of New Canoo and certain designated companies may be given an opportunity to purchase shares of New Canoo Common Stock following the closing of the Business Combination, to assist New Canoo in retaining the services of eligible employees, to secure and retain the services of new employees and to provide incentives for such persons to exert maximum efforts for New Canoo’s success.

The Plan includes two components: a 423 Component and a Non-423 Component. The Company intends that the 423 Component will qualify as options issued under an “employee stock purchase plan” as that term is defined in Section 423(b) of the Code. Except as otherwise provided in the ESPP or determined by the New Canoo Board, the Non-423 Component will operate and be administered in the same manner as the 423 Component.

Share Reserve.    The maximum number of shares of New Canoo Common Stock that may be issued under the ESPP is 4,034,783shares, which represents approximately 1.5% of the issued and outstanding shares of New Canoo Common Stock, on a fully diluted basis and assuming no redemptions, immediately following consummation of the Business Combination. Additionally, the number of shares of New Canoo Common Stock reserved for issuance under the ESPP will automatically increase on January 1st of each year, beginning on January 1, 2021 and continuing through and including January 1, 2030, by the lesser of (1) 1% of the total number of shares of New Canoo Common Stock outstanding on December 31st of the preceding calendar year, (2) 8,069,566shares of New Canoo Common Stock, or (3) such lesser number of shares of New Canoo Common Stock as determined by the New Canoo Board. Shares subject to purchase rights granted under the ESPP that terminate without having been exercised in full will not reduce the number of shares available for issuance under the ESPP.

Administration.    The New Canoo Board, or a duly authorized committee thereof, will administer the ESPP.

Limitations.    New Canoo employees and the employees of any of its designated affiliates, will be eligible to participate in the ESPP, provided they may have to satisfy one or more of the following service requirements before participating in the ESPP, as determined by the administrator: (1) customary employment with New Canoo or one of its affiliates for more than 20 hours per week and five or more months per calendar year or (2) continuous employment with New Canoo or one of its affiliates for a minimum period of time, not to exceed two years, prior to the first date of an offering. In addition, the New Canoo Board may also exclude from participation in the ESPP or any offering, employees who are “highly compensated employees” (within the meaning of Section 423(b)(4)(D) of the Code) or a subset of such highly compensated employees. If this proposal is approved by the stockholders, all the 323 employees of New Canoo and its related corporations (as of October27, 2020) will be eligible to participate in the ESPP following

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the closing of the Business Combination. An employee may not be granted rights to purchase stock under the ESPP (a) if such employee immediately after the grant would own stock possessing 5% or more of the total combined voting power or value of all classes of New Canoo stock or (b) to the extent that such rights would accrue at a rate that exceeds $25,000 worth of New Canoo stock for each calendar year that the rights remain outstanding.

The ESPP is intended to qualify as an employee stock purchase plan under Section 423 of the Code. The administrator may specify offerings with a duration of not more than 27months, and may specify one or more shorter purchase periods within each offering. Each offering will have one or more purchase dates on which shares of New Canoo Common Stock will be purchased for the employees who are participating in the offering. The administrator, in its discretion, will determine the terms of offerings under the ESPP. The administrator has the discretion to structure an offering so that if the fair market value of a share of New Canoo stock on any purchase date during the offering period is less than or equal to the fair market value of a share of New Canoo stock on the first day of the offering period, then that offering will terminate immediately, and the participants in such terminated offering will be automatically enrolled in a new offering that begins immediately after such purchase date.

A participant may not transfer purchase rights under the ESPP other than by will, the laws of descent and distribution, or as otherwise provided under the ESPP.

Payroll Deductions.    The ESPP permits participants to purchase shares of New Canoo Common Stock through payroll deductions of up to 15% of their earnings. Unless otherwise determined by the administrator, the purchase price of the shares will be 85% of the lower of the fair market value of New Canoo Common Stock on the first day of an offering or on the date of purchase. Participants may end their participation at any time during an offering and will be paid their accrued contributions that have not yet been used to purchase shares, without interest. Participation ends automatically upon termination of employment with New Canoo and its related corporations. As of October27, 2020, the closing price of HCAC Class A Common Stock as reported on The Nasdaq Capital Market was $10.31 per share.

Withdrawal.    Participants may withdraw from an offering by delivering a withdrawal form to New Canoo and terminating their contributions. Such withdrawal may be elected at any time prior to the end of an offering, except as otherwise provided by the Plan Administrator. Upon such withdrawal, New Canoo will distribute to the employee his or her accumulated but unused contributions without interest, and such employee’s right to participate in that offering will terminate. However, an employee’s withdrawal from an offering does not affect such employee’s eligibility to participate in any other offerings under the ESPP.

Termination of Employment.    A participant’s rights under any offering under the ESPP will terminate immediately if the participant either (i) is no longer employed by New Canoo or any of its parent or subsidiary companies (subject to any post-employment participation period required by law) or (ii) is otherwise no longer eligible to participate. In such event, New Canoo will distribute to the participant his or her accumulated but unused contributions, without interest.

Corporate Transactions.    In the event of certain specified significant corporate transactions, such as a merger or change in control, a successor corporation may assume, continue, or substitute each outstanding purchase right. If the successor corporation does not assume, continue, or substitute for the outstanding purchase rights, the offering in progress will be shortened and a new purchase date will be set. The participants’ purchase rights will be exercised on the new purchase date and such purchase rights will terminate immediately thereafter.

Amendment and Termination.    The New Canoo Board has the authority to amend, suspend, or terminate the ESPP, at any time and for any reason, provided certain types of amendments will require the approval of New Canoo stockholders. Any benefits, privileges, entitlements and obligations under any outstanding Purchase Rights granted before an amendment, suspension or termination of the Plan will not be materially impaired by any such amendment, suspension or termination except (i) with the consent of the person to whom such purchase rights were granted, (ii) as necessary to facilitate compliance with any laws, listing requirements, or governmental regulations, or (iii) as necessary to obtain or maintain favorable tax, listing, or regulatory treatment. The ESPP will remain in effect until terminated by the New Canoo Board in accordance with the terms of the ESPP.

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U.S. Federal Income Tax Consequences

The following is a summary of the principal U.S. federal income tax consequences to participants and New Canoo with respect to participation in the ESPP. This summary is not intended to be exhaustive and does not discuss the income tax laws of any local, state or foreign jurisdiction in which a participant may reside. The information is based upon current U.S. federal income tax rules and therefore is subject to change when those rules change. Because the tax consequences to any participant may depend on his or her particular situation, each participant should consult the participant’s tax adviser regarding the federal, state, local, and other tax consequences of the grant or exercise of a purchase right or the sale or other disposition of New Canoo Common Stock acquired under the ESPP. The ESPP is not qualified under the provisions of Section 401(a) of the Code and is not subject to any of the provisions of the Employee Retirement Income Security Act of 1974, as amended.

423 Component of the ESPP

Rights granted under the 423 Component of the ESPP are intended to qualify for favorable U.S. federal income tax treatment associated with rights granted under an employee stock purchase plan which qualifies under the provisions of Section 423 of the Code.

A participant will be taxed on amounts withheld for the purchase of shares of New Canoo Common Stock as if such amounts were actually received. Otherwise, no income will be taxable to a participant as a result of the granting or exercise of a purchase right until a sale or other disposition of the acquired shares. The taxation upon such sale or other disposition will depend upon the holding period of the acquired shares.

If the shares are sold or otherwise disposed of more than two years after the beginning of the offering period and more than one year after the shares are transferred to the participant, then the lesser of the following will be treated as ordinary income: (i) the excess of the fair market value of the shares at the time of such sale or other disposition over the purchase price; or (ii) the excess of the fair market value of the shares as of the beginning of the offering period over the purchase price (determined as of the beginning of the offering period). Any further gain or any loss will be taxed as a long-term capital gain or loss.

If the shares are sold or otherwise disposed of before the expiration of either of the holding periods described above, then the excess of the fair market value of the shares on the purchase date over the purchase price will be treated as ordinary income at the time of such sale or other disposition. The balance of any gain will be treated as capital gain. Even if the shares are later sold or otherwise disposed of for less than their fair market value on the purchase date, the same amount of ordinary income is attributed to the participant, and a capital loss is recognized equal to the difference between the sales price and the fair market value of the shares on such purchase date. Any capital gain or loss will be short-term or long-term, depending on how long the shares have been held.

Non-423 Component

A participant will be taxed on amounts withheld for the purchase of shares of New Canoo Common Stock as if such amounts were actually received. Under the Non-423 Component, a participant will recognize ordinary income equal to the excess, if any, of the fair market value of the underlying stock on the date of exercise of the purchase right over the purchase price. If the participant is employed by New Canoo or one of its affiliates, that income will be subject to withholding taxes. The participant’s tax basis in those shares will be equal to their fair market value on the date of exercise of the purchase right, and the participant’s capital gain holding period for those shares will begin on the day after they are transferred to the participant.

There are no U.S. federal income tax consequences to New Canoo by reason of the grant or exercise of rights under the ESPP. New Canoo is entitled to a deduction to the extent amounts are taxed as ordinary income to a participant for shares sold or otherwise disposed of before the expiration of the holding periods described above (subject to the requirement of reasonableness, the deduction limits under Section 162(m) of the Code and the satisfaction of tax reporting obligations).

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New Plan Benefits

Participation in the ESPP is voluntary and each eligible employee will make his or her own decision regarding whether and to what extent to participate in the ESPP. Therefore, Hennessy Capital cannot currently determine the benefits or number of shares subject to purchase rights and a new plan benefits table is thus not provided.

Interests of Hennessy Capital’s Directors and Officers in the Employee Stock Purchase Plan Proposal

When you consider the recommendation of the HCAC Board in favor of approval of the ESPP, you should keep in mind that certain of Hennessy Capital’s directors and officers have interests in the ESPP that are different from, or in addition to, your interests as a stockholder or warrantholder, including, among other things, the existence of financial and personal interests. See the section entitled “The Business Combination — Interests of Hennessy Capital’s Directors and Officers in the Business Combination” for a further discussion.

Vote Required for Approval

The Employee Stock Purchase Plan Proposal is conditioned on the approval of the Business Combination Proposal and the Nasdaq proposal at the special meeting.

The Employee Stock Purchase Plan Proposal will be approved and adopted if the holders of a majority of the shares of HCAC Common Stock represented in person online or by proxy and voted thereon at the special meeting vote “FOR” the Employee Stock Purchase Plan Proposal. Failure to vote by proxy or to vote in person online at the special meeting or an abstention from voting will have no effect on the outcome of the vote on the Employee Stock Purchase Plan Proposal.

Recommendation of Hennessy Capital’s Board of Directors

HENNESSY CAPITAL’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE EMPLOYEE STOCK PURCHASE PLAN PROPOSAL.

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PROPOSAL NO. 9 — THE NASDAQ PROPOSAL

Overview

In connection with the Business Combination, we intend to effect (subject to customary terms and conditions, including the Closing), for purposes of complying with the applicable listing rules of the Nasdaq Stock Market:

•        the issuance to the Canoo equity holders, pursuant to the Merger Agreement, of 175million shares of HCAC Class A Common Stock upon the Closing of the Mergers and up to an additional 15million shares of HCAC Class A Common Stock subsequent to Closing upon satisfaction of certain share price thresholds and certain other conditions; and

•        the issuance to the PIPE Investors of 32,325,000shares of HCAC Class A Common Stock in the PIPE Financing, which will be consummated concurrently with the Closing.

For further information, please see the section entitled “Proposal No. 1 — The Business Combination Proposal,” as well as the annexes to this proxy statement/prospectus.

Why Hennessy Capital Needs Stockholder Approval

We are seeking stockholder approval in order to comply with Nasdaq Listing Rule 5635(a), (b), (c) and (d).

Under Nasdaq Listing Rule 5635(a), stockholder approval is required prior to the issuance of securities in connection with the acquisition of another company if such securities are not issued in a public offering and (i) have, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of such securities (or securities convertible into or exercisable for Common Stock); or (ii) the number of shares of Common Stock to be issued is or will be equal to or in excess of 20% of the number of shares of Common Stock outstanding before the issuance of the stock or securities.

Under Nasdaq Listing Rule 5635(b), stockholder approval is required prior to the issuance of securities when the issuance or potential issuance will result in a “change of control” of the registrant. Although Nasdaq has not adopted any rule on what constitutes a “change of control” for purposes of Rule 5635(b), Nasdaq has previously indicated that the acquisition of, or right to acquire, by a single investor or affiliated investor group, as little as 20% of the common stock (or securities convertible into or exercisable for common stock) or voting power of an issuer could constitute a change of control.

Under Nasdaq Listing Rule 5635(c), stockholder approval is required prior to the issuance of securities when a plan or other equity compensation arrangement is established or materially amended.

Under Nasdaq Listing Rule 5635(d), stockholder approval is required for a transaction other than a public offering involving the sale, issuance or potential issuance by an issuer of Common Stock (or securities convertible into or exercisable for Common Stock) at a price that is less than the greater of book or market value of the stock if the number of shares of Common Stock to be issued is or may be equal to 20% or more of the Common Stock, or 20% or more of the voting power, outstanding before the issuance.

Stockholder approval of the Nasdaq Proposal is also a condition to the Closing under the Merger Agreement.

Effect of Proposal on Current Stockholders

If the Nasdaq Proposal is adopted, we will issue 175million shares of HCAC Class A Common Stock to the Canoo equity holders upon the Closing and up to an additional 15million shares of HCAC Class A Common Stock subsequent to the Closing upon satisfaction of certain share price thresholds and certain other conditions. We will also issue 32,325,000shares of HCAC Class A Common Stock to the PIPE Investors upon the consummation of the PIPE Financing.

The issuance of the shares of HCAC Class A Common Stock described above would result in significant dilution to Hennessy Capital stockholders and result in Hennessy Capital stockholders having a smaller percentage interest in the voting power, liquidation value and aggregate book value of Hennessy Capital.

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Vote Required for Approval

The Nasdaq Proposal is conditioned on the approval of the Business Combination Proposal at the special meeting.

Approval of the Nasdaq Proposal requires the affirmative vote (in person online or by proxy) of holders of a majority of the outstanding shares of HCAC Common Stock entitled to vote and voted thereon at the special meeting. Failure to vote by proxy or to vote in person online at the special meeting or an abstention from voting will have no effect on the outcome of the vote on the Nasdaq Proposal.

Recommendation of Hennessy Capital’s Board of Directors

HENNESSY CAPITAL’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL THE NASDAQ PROPOSAL.

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PROPOSAL NO. 10 — THE ADJOURNMENT PROPOSAL

The Adjournment Proposal

The Adjournment Proposal, if adopted, will allow the HCAC Board to adjourn the special meeting of stockholders to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to Hennessy Capital’s stockholders in the event that, based on the tabulated votes, there are not sufficient votes at the time of the special meeting of stockholders to approve one or more of the proposals presented at the special meeting. In no event will the HCAC Board adjourn the special meeting of stockholders or consummate the Business Combination beyond the date by which it may properly do so under The Existing Charter and Delaware law.

Consequences if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is not approved by Hennessy Capital’s stockholders, the HCAC Board may not be able to adjourn the special meeting of stockholders to a later date in the event that, based on the tabulated votes, there are not sufficient votes at the time of the special meeting of stockholders to approve one or more of the proposals presented at the special meeting.

Vote Required for Approval

Adoption of the Adjournment Proposal is not conditioned upon the adoption of any of the other proposals.

The Adjournment Proposal will be approved and adopted if the holders of a majority of the shares of HCAC Common Stock represented in person online or by proxy and voted thereon at the special meeting vote “FOR” the Adjournment Proposal. Failure to vote by proxy or to vote in person online at the special meeting or an abstention from voting will have no effect on the outcome of the vote on the Adjournment Proposal.

Recommendation of Hennessy Capital’s Board of Directors

HENNESSY CAPITAL’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

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INFORMATION ABOUT CANOO

Unless the context otherwise requires, all references in this section to “we,” “us,” or “our” refer to Canoo and its subsidiaries prior to the consummation of the Business Combination.

OVERVIEW

Canoo is a mobility technology company with a mission to revolutionize the EV and future mobility market, leading a transformation in the way vehicles are designed, engineered and manufactured to capitalize on the true value proposition of an EV. Canoo has developed a breakthrough EV platform, or the skateboard, purpose-built to be highly modular and to facilitate rapid development of multiple vehicle programs in both the commercial and consumer markets. Canoo’s unique skateboard architecture allows us to easily add different vehicle cabins, or top hats, on top of the skateboard, which significantly reduces the cost and development time for future vehicle models. Canoo’s skateboard platform uniquely positions Canoo to efficiently allocate capital to meet current and evolving demand and margin opportunities by allowing Canoo to quickly adjust volumes and add new product derivatives. Canoo’s skateboard will serve as the foundation for Canoo’s future vehicle offerings initially targeted at the last mile delivery markets and the urban consumer.

Canoo’s skateboard platform concept has been validated both internally and externally. Canoo successfully designed, developed and produced a Beta prototype of our first vehicle within 19months and with an investment of approximately $250million, a process that realistically could take three to five years and require billions of dollars for some of our competitors or traditional OEMs to undertake. Since then, Canoo has grown its Beta fleet to 32 properties and 13 drivable prototypes incorporating the Canoo skateboard, while completing over 50 physical crash tests. Canoo’s engineering team was able to achieve this industry leading speed and efficiency because of work borne out of a culture of rapid collaboration as well as years of EV-specific engineering experience. Canoo has developed and continues to develop prototypes to explore demand in new markets and for new product opportunities.

This experience and advanced progress has garnered the attention of prospective collaboration partners, including leading global automotive OEMs. In February 2020, Hyundai Motor Group entered into an agreement with Canoo to co-develop a future EV platform based on Canoo’s modular and scalable skateboard technology, providing further validation of Canoo’s technical leadership. The agreement provides for the co-development of a platform for a small segment electric vehicle for which the intellectual property developed will be jointly owned by Canoo and Hyundai Motor Group. The agreement provides that it may be terminated for convenience by either party; however, certain provisions, including with respect to the joint-ownership of intellectual property, survive any such termination. Canoo is also currently in discussions with multiple other blue-chip industry participants interested in leveraging Canoo’s technologies and engineering expertise for their own commercial products.

Opportunity

The demand for EVs is increasing rapidly among both B2C and B2B markets. In the passenger EV market in the United States, demand is expected to grow at a 26% CAGR from 2019 to 2028, according to EVAdoption, with particularly high rates of growth anticipated within urban areas. Likewise, as companies are increasingly pressured by both regulators and consumers to reduce their carbon footprint, the adoption of EVs among commercial delivery vehicles is also expected to see a dramatic increase, and this shift is projected to be led by the light commercial vehicle segment, an initial target segment for Canoo. The demand for EV light commercial vehicles in the United States, Europe and China is expected to grow at a 33% CAGR from 2019 to 2028, according to BloombergNEF.

Canoo believes that it is perfectly positioned to capitalize on the significant opportunities available in addressing the expanding demands for electric mobility in the B2B markets, including last mile delivery, and also to meet the growing demands of the consumer EV market. We believe that the automotive industry is at an inflection point and advances in EV architecture and automotive design offer critical advantages that remain underutilized by our competitors. First, legacy automakers and EV startups alike continue to employ a one vehicle at a time mindset. As a result, they are burdened by extremely high capital costs and the long development cycle inherent in designing and engineering vehicles one program at a time, for one market at a time. Second, without an internal combustion engine, EVs have little need for a traditional engine compartment. Yet nearly all competitor EVs on the market today have failed to innovate in this area and continue to employ conventional vehicle designs at the expense of space and function.

Products

Canoo has established a multi-faceted go-to-market strategy targeting both B2B and B2C channels, substantially expanding its total addressable markets and avenues for growth, while diversifying its business and revenue profile. By using one interchangeable skateboard as the foundation for multiple vehicles in both the B2B and B2C segments,

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Canoo reduces expenses in research and development, testing and manufacturing, which in turn enables rapid scaling of subsequent vehicle programs or adjustments in volumes and vehicle derivatives based on market demand and margin opportunities, at a significantly lower overall cost.

In addition to the advantages offered by significant cost-savings, Canoo’s skateboard provides Canoo the ability to efficiently allocate capital to respond to the increasing mass market demand for EV solutions across multiple commercial and consumer segments. From inception, Canoo has understood that the rapid growth in the logistics and transportation markets, when combined with the global shifts in regulation and consumer preference toward sustainability, offers a unique opportunity to take a holistic approach to technology to build a platform that would easily be used across multiple B2B and B2C applications.

Canoo has developed what we believe to be the world’s flattest, most modular skateboard platform entirely in-house without reliance on external licensing arrangements. Unlike other EV technologies on the market, Canoo’s skateboard is a self-contained, fully functional rolling chassis, designed to support a broad range of vehicle weight and ride profiles. Canoo’s proprietary skateboard architecture directly houses all of the most critical components of an EV, including the market’s first true steer-by-wire platform and a composite leaf spring suspension system. The combination of these selected elements into the compact skateboard platform enables Canoo to design and develop a wide variety of vehicle types by only changing the top hat design.

By taking advantage of the significant engineering time and cost invested in developing the self-contained skateboard, Canoo can build future top hats without changing the skateboard, significantly lowering cost and time to market on future vehicles. In this way, Canoo’s skateboard approach allows it to stand apart from the competition, who often have to substantially redesign and reengineer each vehicle for architecture integration, unique performance requirements, different market requirements and full crash structure development and testing, contributing to expensive and lengthy vehicle projects. The same flexibility and relative simplicity our proprietary skateboard offers to Canoo for the development of a wide variety of vehicle types by only changing the top hat presents an attractive offering for other OEMs or other strategic players to license the skateboard for their own vehicles. The dimensions of Canoo’s skateboard were deliberately selected to suit the needs of more than 75% of the most common passenger and light duty commercial vehicles on the road today. This presents the opportunity for additional sources of revenue for Canoo.

Further, by making its skateboard uniquely flat, Canoo is able to take a “clean-slate” design approach and develop top hats to take full advantage of the highest volume utilization across all classes of competitor vehicles, on a small footprint offering vehicles capable of supporting a significant cargo payload, capable of carrying 7 passengers or even a more traditional sedan on the exact same skateboard.

Canoo’s vehicle pipeline currently includes three vehicle programs, each built off of Canoo’s foundational skateboard platform:

•        Canoo currently intends to offer its first B2B offering in 2023, the first in a series of last mile Delivery Vehicles offering class-leading cargo volume of up to 13 cubic meters.

•        In mid 2022, Canoo will also launch its first consumer vehicle, the Lifestyle Vehicle, offering a targeted EPA estimated range of 250+ miles, a 300 horsepower electric motor and a charging time of 20 to 80 percent in 28 minutes. Enabled by Canoo’s flat skateboard platform, the Lifestyle Vehicle challenges the traditional notions of automotive shape and functionality, comfortably seating 7 passengers on a compact footprint comparable to a Volkswagen Golf or a Tesla Model 3.

•        Canoo is also developing a more sedan-like consumer offering, its Sport Vehicle, which is targeting an EPA estimated range of 300+ miles and a more familiar design aesthetic, expected to first become available as soon as 2024 or 2025.

In addition to this current planned vehicle lineup, Canoo has evaluated and continues to evaluate the consumer and commercial vehicle markets, including projected trends and developments, to identify new areas of demand and product opportunities. Canoo’s skateboard platform uniquely positions Canoo to efficiently allocate capital to meet current and evolving demand and margin opportunities by allowing Canoo to quickly adjust volumes and add new product derivatives.

Canoo’s planned Delivery Vehicle offerings uniquely position Canoo to take advantage of the current economic environment headlined by the unprecedented growth in e-commerce. This trend, further accelerated by the impact of the COVID-19 pandemic, in combination with increasing pressure from both regulators and consumers for fleet owners to reduce their carbon footprint is leading to a shift in vehicle fleets focused on last mile delivery. Last mile delivery vehicles operate in predominantly urban environments (thus requiring a compact size and maneuverability),

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their use cases are more diverse and they carry the same stringent regulatory and crash testing requirements required of passenger vehicles. By developing our Delivery Vehicle utilizing direct engineering and crash development carryover from the skateboard and our Lifestyle Vehicle program, we believe Canoo has a distinct advantage in cost and time to market over potential competitors. Further, with Canoo’s proprietary flat architecture, Delivery Vehicle top hats on top of the Canoo skateboard will have class-leading cargo volume on a small footprint.

Both our Lifestyle Vehicle and our Sport Vehicle are initially intended to be made available to consumers via an innovative subscription business model. With a single monthly payment, customers will enjoy the benefits of an all-inclusive experience that, in addition to their own Canoo vehicle, also includes standard maintenance, warranty, registration and access to both insurance and vehicle charging. Subscription is a direct-to-consumer, transparent alternative to leasing or buying a vehicle, that will help reduce the barriers to entry for consumers looking to try their first EV, while also providing Canoo with a distinct opportunity for recurring revenue, a unique profit margin profile and compelling return on equity.

Manufacturing

Canoo plans to utilize an asset-light, flexible manufacturing strategy by outsourcing our direct vehicle production operations to a world-class vehicle contract manufacturing partner for our initial vehicle programs. In doing so, Canoo will significantly reduce its up-front capital investment and eliminate the recurring fixed costs and overhead that would be required for Canoo to own and operate our own assembly facility. Canoo and a potential contract manufacturing partner have been working together on vehicle design for manufacturability and production planning since early 2018. Canoo believes initially outsourcing manufacturing will significantly reduce overall risk and expects to benefit from flexibility to scale volumes to match demand levels.

Canoo’s skateboard has been designed to be manufacturable entirely independently, or in parallel with, the vehicle cabin, or top hat, a considerable innovation in the automotive design that reduces complexity in assembly and will facilitate more efficient production at scale. This process involves separate and parallel build lines of the skateboard and upper bodies for efficiency and which we expect to significantly reduce manufacturing times. This process also allows for greatly enhanced manufacturing and operational flexibility and simplicity as all vehicles share the same skateboard so only the manufacturing line for a vehicle top hat needs to adapt between vehicle types. Canoo is also able to eliminate traditional costly and problematic manufacturing processes, such as painting, by utilizing e-coating and colored exterior thermoplastics. With the combination of these efficient design and production innovations, Canoo anticipates that new vehicle models can be developed in as little as 18 to 24months.

Extending this asset-light approach to other areas of its business model, Canoo is also in the process of engaging key go-to-market partners to facilitate the operational back-end support infrastructure needed for its consumer subscription business, such as charging, insurance and vehicle maintenance and support.

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MARKET OPPORTUNITY

ENGINEERING AND TECHNOLOGY SERVICES

Substantial Opportunity in EV Engineering Development and Technology Services

In recent years, many established OEMs have announced bold new initiatives and significant capital commitments to meet the demands of future mobility. These include General Motors’ announced commitment to spend $20billion on its next generation of electric and autonomous vehicles and Hyundai Motor Group’s announced plans to invest $35billion in advanced auto and new mobility technologies.

Few legacy global automakers, however, are well positioned to meet the growing consumer and commercial demand for EVs, as evidenced by the success of new EV entrants such as Tesla, who successfully penetrated an industry that for years has successfully shut out new competitors and resisted meaningful technological development. Many OEMs have traditionally viewed reduced and zero emissions vehicles as “compliance cars,” and focused their already scarce alternative vehicle development programs on hybrid powertrains or budget, low-performance EVs. Lacking internal know-how and experience in electrification, many of these OEMs are now being forced to look beyond their internal EV technology in order to meet increasing consumer demand for EVs and to satisfy expanding regulatory requirements.

While some OEMs have prioritized the in-house development of their own EV technologies, a significant number of OEMs are in the market to find partners for the purchase, licensing, building or co-development of EV platforms. Canoo is well situated to capitalize on this industry trend given its uniquely talented team with industry-leading EV engineering experience and technical knowledge. Potential partners have frequently remarked during site visits and in conversations on the flexibility, cost efficiency and effectiveness of Canoo’s skateboard platform and powertrain technology, as evidenced by Canoo’s development deal with Hyundai. Canoo can leverage its highly talented team of engineers to utilize the skateboard platform and tailor the technology to any number of customer needs. Canoo’s skateboard is highly versatile and can enable a variety of vehicle designs and could be fitted to approximately 75% of the most popular passenger and light duty commercial vehicle configurations on the road today. As development of a brand new EV or EV platform can cost billions of dollars and require several years to complete, partnership with Canoo’s proven team and gaining access to its technology provides an OEM a greatly accelerated time to market and a decrease in risk and required expenditure.

Another area of opportunity is the rapidly developing industry for autonomous driving and related technology. The world’s largest technology and automotive companies are engaged in large-scale projects related to autonomous driving initiatives and other future mobility projects. According to AlixPartners, an estimated $75billion is projected to be deployed between 2019 and 2023 on autonomous driving development. Autonomous driving and related technologies, in particular, represent an ideal opportunity for our skateboard, which utilizes a steer-by-wire system and is purpose built with the electrical and computing infrastructure needed for seamless integration with advanced autonomy systems as they evolve. Canoo’s skateboard is designed to allow autonomous vehicle technology companies to easily integrate their hardware suites and software stacks, facilitating rapid development and commercialization efforts.

B2B — COMMERCIAL VEHICLES

Significant Growth Anticipated in the Last-Mile Delivery Market

According to eMarketer, the North American e-commerce market is projected to grow at 13% CAGR (2020-2022E), reaching an approximate $1 trillion in scale by 2022. This has led to a comparable growth in kind in the transportation services and logistics providers that support e-commerce. The growth and increase in efficiency of e-commerce has also resulted in a change in consumer expectations with e-commerce providers increasingly pushing from delivery of packages in two days to delivery provided within hours. This change is expected to result in an increase in demand for smaller delivery vehicles that can efficiently execute smaller volume and more frequent delivery routes. As a result, the last mile delivery market in North America is also expected to reach $51billion in scale by 2022, riding a CAGR of 14% (2020-2024E), according to TechNavio. With relatively low EV penetration today, a significant growth opportunity exists with fleet owners needing to respond to the increasing pressure from consumers and regulatory bodies to reduce their carbon footprint.

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While a number of EV companies have recently announced plans to produce delivery vehicles, the last mile delivery market is an entirely distinct segment and classification of vehicle differentiated from larger and midsize delivery vehicles and trucks. Last mile delivery vehicles are generally from the light commercial vehicle segment, many of which are Class 1 vehicles and operate in predominantly urban environments (thus requiring a compact size and maneuverability) with diverse use cases. Class 1 vehicles carry the same stringent regulatory and crash testing requirements required of passenger vehicles, and our skateboard, which is specifically designed for Class 1 vehicles and shared with our passenger vehicles, has been validated to support these crash requirements. These same crash requirements are not applicable to medium and heavy duty commercial vehicles, which therefore presents a high barrier to entry for many new market entrants who produce vehicles for these heavier commercial segments (as comprehensive crash testing requires development of an entirely new chassis, effectively started from scratch). Similarly, expertise in heavier commercial vehicle development does not directly translate to producing vehicles capable of satisfying passenger and light duty vehicle crash test requirements. Canoo’s skateboard has been specifically designed to support crash requirements for multiple vehicle profiles in the passenger and light duty commercial spaces. With Canoo’s skateboard going through crash validation in the Lifestyle Vehicle program, the ability to meet full crash requirements therefore offers Canoo a strong advantage in the last mile delivery space among many of our potential competitors.

Compelling EV Early Mover Opportunity for Canoo

We believe this last mile delivery segment represents an untapped market with strong demand for an attractive, flexible EV option. Further, the transition of existing and new last mile delivery fleets to all EVs is expected to be a significant trend in the short-term period, according to McKinsey. According to Bloomberg NEF, light duty commercial vehicles, such as last mile delivery vehicles, will be the first commercial vehicles to transition to electric, as compared to medium and heavy duty commercial vehicles.

In addition, according to Bloomberg NEF, drive trains for light duty commercial vehicles will also see the greatest surge in demand for electric drivetrains among all commercial vehicles (by a significant margin). Canoo’s development of its uniquely compact powertrain offers a future licensing opportunity in the segment.

A number of important factors are contributing to the trend of growth in the light duty commercial vehicle segment. Retailers, logistics companies and other corporations are being encouraged by their customers to reduce their carbon footprints, and therefore these companies will be highly incentivized to transition their existing fleets or new vehicle purchases toward EVs. In addition, regulations in many cities, states and countries are also encouraging a shift

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away from — or in some cases banning — fossil fuel-powered vehicles, with many of the earliest of these regulations targeted at buses, trucks and delivery vehicles. In the United States, both states and municipalities have begun to roll out legislation banning combustion engines, with Governor Gavin Newsom of California signing an executive order in September 2020 mandating that 100 percent of in-state sales of new passenger cars and trucks be zero-emission by 2035, and 100 percent of medium- and heavy-duty vehicles sold and operated within the state be zero-emission by 2045. Denmark, Iceland, Ireland, the Netherlands, Slovenia and Sweden have all announced plans to phase out combustion engines in some form or fashion by 2030. These legislative tailwinds have already begun to force some legacy OEMs towards electrification, creating a strong need for a modular, flexible and cost-efficient EV offering. Fifteen additional U.S. states and Washington, DC have announced that they also intend to follow California’s lead in switching all heavy-duty trucks, vans and buses over to running on electricity, with potentially more to follow suit in coming years.

Canoo is well positioned to capitalize on these macro tailwinds and market needs through an all-electric solution that offers maximized cargo volume in an efficient, urban-friendly sized footprint. We have developed our Delivery Vehicle utilizing direct engineering carryover from the skateboard and Lifestyle Vehicle program. We feel this has three distinct competitive advantages. First, our battery module configuration, together with our proprietary powertrain system, enable superior range efficiency. Second, Canoo’s proprietary skateboard architecture and steer-by-wire technology allow for multiple cabin configurations and superior interior space for storage, while also allowing for support of greater cargo capacity relative to the vehicle’s dimensions. Finally, our skateboard and Delivery Vehicle were designed and engineered with durability in mind, which is a necessity for the driving conditions in the commercial vehicle market.

B2C — PASSENGER VEHICLES

Highly Attractive Passenger EV Market in the United States

According to Bloomberg NEF, global sales of new passenger EVs is expected to grow from 2.7% of total vehicle sales in 2020 to 10% and 58%, in 2025 and 2040, respectively. Consumers, facing the growing threat of climate change and becoming more confident in improved EV range and the broader expansion of EV charging infrastructures, are increasingly looking to an EV as their next vehicle. Consumers in urban areas, in particular, have shown the highest levels of demand.

Demand for passenger EVs in the United States, specifically, is expected to rapidly grow at a 26% CAGR (2019 to 2028) and reach over 3million EVs on the road by 2028, according to EVAdoption. Significant upside in the passenger EV segment remains as the penetration of EVs in the United States as a percentage of total annual passenger vehicle sales is expected to still be under 3% in 2022, according to data from Bloomberg NEF, presenting substantial growth prospects for Canoo’s passenger vehicle offerings. Canoo is targeting California for the initial rollout of its consumer vehicle offerings due to the state’s outsized market share and EV-friendly customer base.

Battery and battery-related costs comprise the most expensive components of an EV, and according to Bloomberg NEF, the falling lithium-ion battery price is the most important factor affecting EV penetration in the future. Average lithium-ion battery price has fallen by 87% to $156/kWh from 2010 to 2019, and Bloomberg NEF data shows that

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the cost of lithium-ion batteries is expected to fall as low as $61/kWh by 2030. It is expected that the falling battery price will allow EVs to reach initial vehicle price parity with comparable internal combustion vehicles by mid-2020s in most segments.

The scalable design and modularity of Canoo’s skateboard platform reinforces the ability to introduce a variety of B2C focused vehicle cabin configurations at lower development costs while accelerating its go-to-market timing. Canoo’s initial and future B2C vehicles, built on top of its skateboard platform, present a strong opportunity to capitalize on significant demand for passenger EVs.

CANOO’S PRODUCT OFFERINGS

Canoo has established a multi-faceted go-to-market strategy targeting both B2B and B2C opportunities, substantially expanding its total addressable markets and access to growth avenues, while diversifying its business and revenue profile. Canoo’s flexible strategy is uniquely underpinned by its versatile skateboard platform, which minimizes new development expenditures and engineering costs, and can be leveraged to capitalize on demand opportunities for both B2B and B2C applications by more efficiently allocating capital to meet market demand.

Canoo is composed of a world class team of engineering and business leaders, each bringing decades of experience from the technology, automotive or EV industries. Canoo’s multi-disciplinary team includes significant expertise in critical areas of EV development including powertrain development, battery technologies, platform integration, electronics and software development, autonomous driving, vehicle design and advanced mobility solutions, and has attracted the interest of major OEMs and strategic partners.

Canoo’s expert team and groundbreaking skateboard platform have enabled us to pursue a diversified business model that is currently centered around three core pillars: (1) engineering and technology services, (2) B2B and (3) B2C.

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ENGINEERING AND TECHNOLOGY SERVICES

Canoo’s engineering and technology services business covers all the material consulting and contract engineering work that is in high demand due to our team’s specialized experience and technical capabilities in EV development. This business offers a unique opportunity to generate immediate revenues in advance of the offering of our first vehicles and our current pipeline in this area is supportive of a projected $120million of revenue in 2021. We expect our engineering and technology services business to offer significant growth potential in the future as projected demand grows for EVs and their related technologies, namely in platform/skateboard development, powertrain, battery technologies and power electronics, among other areas, in which we have substantial expertise. In addition to providing external commercial validation of Canoo’s technical capabilities, these contract engagements establish an attractive strategic pipeline for future business opportunities and de-risk our overall business model.

Canoo’s pipeline for engineering services includes EV concept design and engineering services for other OEMs, autonomous driving strategics and high growth technology companies. There is a significant market for contract engineering services among legacy OEMs who lack the expertise to develop an electric powertrain at the pace needed to capitalize on the rising regulatory requirements and global demand for EVs. Canoo is at a distinct competitive advantage to capitalize on this growing demand. In fact, whereas other new EV entrants are forced to license key technologies and/or outsource primary engineering development to larger OEMs, Canoo has already received significant OEM interest in our skateboard technology and our team’s expertise in platform engineering, powertrains and vehicle design, as is exemplified by the announcement of an agreement between Hyundai Motor Group and Canoo for the co-development of a future EV platform based on Canoo’s modular skateboard technology.

Contract engineering opportunities serve as concrete points of external validation for our technology and the talent of our team, as well as provide additional sources of revenue and long-term commercial opportunities (such as skateboard and technology licensing) as the relationship matures. Canoo is also in discussions with a number of other partners and expects to be in a position to announce many more partnerships in due course.

Our skateboard platform and its steer-by-wire and centralized computing architecture make Canoo uniquely positioned to take advantage of continuing advancements in autonomous vehicle technology. We are in discussions with some of the most prominent companies pursuing this technology. These potential partnerships provide revenue opportunities as well as the ability to remain at the forefront of innovation in this space, while strengthening ties with future potential industry leaders.

SKATEBOARD AND TECHNOLOGY LICENSING

We intend to license our modular, skateboard platform to other automotive manufactures who have need for a versatile purpose-built EV platform that can be easily integrated with multiple different cabin designs, whether designed by Canoo or by potential customers. Skateboard and technology licensing provides the opportunity to utilize Canoo’s skateboard platform and other technology to generate additional revenue beyond EV offerings. The dimensions of Canoo’s skateboard were deliberately selected to suit the needs of the most common vehicle types. Our skateboard platform, unlike any other on the market today, will offer an “off the shelf” option, adaptable to a wide variety of needs and potential customers.

Licensing of our skateboard platform offers the potential opportunity to anchor other EV programs with our proprietary skateboard technology, potentially generating revenue on a per vehicle fee basis for years to come. We believe that revenue generated from licensing offers an upside opportunity both in the United States as well as globally, in addition to what is forecasted in our current financial model. In addition to licensing our skateboard platform, Canoo is open to the licensing of its advanced powertrain technology.

As needs for EV solutions continue to accelerate, we believe that opportunities to license the skateboard and other technology represent considerable upside for the business. Traditional automotive OEMs that do not have competitive EV technology will either have to dedicate significant resources into developing their own technology or find access to that technology externally. Given the substantial investment required, OEMs may be more inclined to license or co-develop that technology from a new EV entrant like Canoo as the inflection point for EVs is fast approaching and speed to market is critical to meet the growing consumer and regulatory demand. To Canoo’s advantage, due to long development timelines for this technology and the uncertain results of in-house development efforts, traditional OEMs may be more likely to look to technology that has been validated and offers a shorter time and lower risk path to market for their own EV offerings. Canoo’s modular skateboard platform fulfills each of these requirements.

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Autonomous driving and related technologies, in particular, represent an ideal opportunity for our skateboard, which utilizes a steer-by-wire system and is purpose built with the electrical and computing infrastructure needed for seamless integration with advanced autonomy systems as they evolve. Canoo’s skateboard is designed to allow autonomous vehicle technology companies to easily integrate their hardware suites and software stacks, facilitating rapid development and commercialization efforts.

Canoo is in advanced discussions with several parties regarding the licensing of Canoo’s skateboard and other technology.

B2B Delivery Vehicles:

Canoo will leverage its modular skateboard with its existing powertrain, electrical architecture and thermal system to produce B2B delivery vehicles for the last mile delivery segment. These customers may include retailers, large corporations, logistics companies, or fleet managers, among others.

Last mile delivery vehicles operate in predominantly urban environments (thus requiring a compact size and maneuverability) and their use cases are more diverse. Importantly, last mile delivery vehicles, which fall under the light duty commercial vehicle segment, also carry the same stringent regulatory and crash testing requirements required of passenger vehicles. Canoo’s skateboard has been specifically designed to support crash requirements for multiple vehicle profiles in the passenger and light duty commercial spaces. With Canoo’s skateboard going through crash validation in the Lifestyle Vehicle program, the ability to meet full crash requirements therefore offers Canoo a strong advantage in the last mile delivery space among many of our potential competitors.

Further, with Canoo’s proprietary flat architecture, delivery vehicle top hats on top of the Canoo skateboard are expected to offer class-leading cargo volume on a small footprint ideal for making deliveries in crowded or narrow urban streets and alleyways. Leveraging this spacious interior volume and the modularity of the skateboard platform, Canoo is well positioned to offer multiple different commercial vehicles in less time and on a cost-competitive basis. Canoo’s true steer-by-wire design, an industry first, also allows it to easily adjust seating positioning in the cabin, as well as seamlessly integrate right-hand drive in applicable jurisdictions. Through this innovation, Canoo has positioned itself extremely well to address the massive growing need for fully electric delivery vehicles aided by legislative tailwinds that will increasingly bar gas engine delivery vehicles from the world’s cities over the next decade.

The result of tailoring our skateboard platform for the last mile delivery market is our Delivery Vehicle program, which we expect to reveal in the fourth quarter of 2020, and with an estimated serial production launch in 2023. The Delivery Vehicle is expected to offer best-in-class spatial efficiency (measured as cubic meters of cargo volume per meter of length), offering up to 2.5 m3 cargo/m in the largest Delivery Vehicle variant compared to 1.8 m3 cargo/m and 1.5 m3 cargo/m for the top selling Ford transit and Mercedes Sprinter, respectively. The Delivery Vehicle is being developed to be offered in a range of length and height variations to address different market segments. Unique body design for cabins built on our skateboard can be modified as required to facilitate dimensional, performance and cost requirements.

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Canoo is also in discussions with certain large OEMs who wish to enter the space but who focus primarily on medium or heavy duty commercial vehicles. The stringent crash requirements applicable to light duty vehicles are not applicable to medium and heavy duty commercial vehicles, which therefore presents a high barrier to entry for many new market entrants who produce vehicles for these heavier commercial segments (as comprehensive crash testing requires development of an entirely new chassis, effectively started from scratch). Similarly, expertise in heavier commercial vehicle development does not directly translate to producing vehicles capable of satisfying passenger and light duty vehicle crash test requirements.

Other B2B Vehicles:

In addition to our Delivery Vehicles, our modular skateboard enables us to efficiently allocate capital for other B2B opportunities based on market demand that we may elect to pursue in the future, including for the following potential applications:

•        Special purpose fleet applications (universities, corporate campuses, airports, etc.);

•        Municipal transit fleets; and

•        Ride-sharing or shared mobility applications.

With Uber and Lyft recently announcing their intention to have all vehicles offered through their platforms be electric by 2030, the need for EVs suited to ride-sharing applications is clear. An EV that can offer maximum space on a small footprint is well suited to meet the demand for more passenger space in combination with maneuverability in urban driving.

We expect that Canoo will be very well positioned to take advantage of these additional B2B opportunities as well as others as they arise because our core skateboard platform provides unique flexibility as well as opportunity for customization for specific use cases faster and at lower cost. In addition, importantly, the vehicles required for many of these applications, particularly in ride-sharing, will benefit from the attributes already engineered into Canoo’s Lifestyle Vehicle, because it:

•        is purpose-built for urban driving;

•        provides a unique and exceptional passenger centric experience (with seamless mobile phone/app integration);

•        maximizes interior space to accommodate larger groups or cargo;

•        affords easy in/easy out access;

•        can be customized through the use of “wraps,” pegboard accessories and other features;

•        is purpose-built for Canoo’s subscription model which includes ease of refurbishment and cleaning;

•        incorporates timeless design and a consistent “newness” factor;

•        is built to reduce ongoing repair and maintenance costs; and

•        provides enhanced vehicle durability and longevity.

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We believe that Canoo’s team also has the engineering expertise, in combination with its high-performance proprietary powertrain technology, to develop a unique platform for larger commercial vehicles and we are actively exploring the opportunity.

CONSUMER VEHICLES

Our vehicle development pipeline currently includes two vehicles geared towards consumers, our Lifestyle Vehicle set to launch in mid 2022, and our Sport Vehicle currently anticipated to launch in 2024 or 2025.

B2C Lifestyle Vehicle:

The Canoo Lifestyle Vehicle is the result of a completely re-engineered vehicle design, eliminating wasted space throughout the vehicle and providing exceptional utility to the user. By capitalizing on EV architecture, the Canoo lifestyle vehicle eliminates compartmentalization and manifests an impression of “an urban loft on wheels.” Featuring more interior passenger volume than a large SUV and the exterior footprint dimensions of a VW Golf, the Lifestyle Vehicle accommodates space for seven people. Preliminary specifications for the lifestyle vehicle include a targeted 250 mile targeted EPA range, fast charge time of 28 minutes from 20% to 80% capacity, 7 seats and a 300 horsepower rear wheel drive electric motor. The Canoo Lifestyle Vehicle was publicly unveiled on September24, 2019, and was met with widely positive reception by both media coverage as well as the general public.

While electrification has triggered a fundamental shift in the automotive industry, automotive design remains nearly indistinguishable from vehicles made over the last 40 years. EV companies are no exception, still making vehicles that look exactly like their internal combustion engine counterparts. Canoo was unconstrained by traditional automotive principles in the design of its first consumer vehicle, developing the Lifestyle Vehicle with a look towards the automotive industry’s future instead of its past.

Designed to offer a bold and new experience, the Canoo Lifestyle Vehicle is all about maximizing space and comfort for the consumer. The extensive glass coverage and visibility provides an airy, uncluttered experience for all passengers. The vehicle effectively delivers an additional living space for the consumer with bench seating and a spacious interior. Further, with autonomous driving becoming more prevalent, there will be more use cases inside the vehicle, as autonomous driving eventually negates the need for a driver’s seat altogether. This additional interior space also enables a more comfortable ride for passengers, more room for entertainment and lounging, and increased storage.

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Each Canoo customer is expected to have various options to make the Lifestyle Vehicle feel like their own unique vehicle, including:

•        On the exterior, consumers will be able to “wrap” their vehicle in custom skins to personalize the experience and keep every vehicle looking and feeling fresh. Wraps are offered in a variety of patterns, designs, and colors to provide customers a personalized aesthetic and one that would not be available even with completely custom vehicle paint job.

•        In the interior, Canoo has designed a minimalistic infotainment system that does not have cluttered interfaces or distracting screens. Instead, the vehicle can easily integrate with the consumer’s existing smartphone features and settings so that the experience remains convenient, unique and customized to the individual.

•        The interior also features a novel pegboard system inside of the cabin. This offers a fun way for users to customize the Canoo sidewall with various options and accessories that will be offered by Canoo or licensed third parties. If a user changes vehicles, their accessories and the personal affects they’ve brought into their vehicle can go with them.

This ability to uniquely customize the exterior and interior will make each Canoo vehicle feel purpose-built for each customer and feel “new” irrespective of actual vehicle age. Customization for each consumer can enhance the customer experience, increase average time on lease and decrease churn / increase fleet utilization. Wraps and accessories can also provide an important additional revenue stream for Canoo, as well as a unique opportunity for brand development and new customer acquisition through wrap and product partnerships with premium consumer brands.

The Lifestyle Vehicle takes advantage of the interior space offered by Canoo’s skateboard platform by incorporating an interior unlike anything available on today’s market. All seating is designed to look and feel more like furniture instead of traditional car seating. The rear seats have been designed similar to a lounge sofa and the front seats take inspiration from mid-century modern chairs, creating a relaxing living room atmosphere.

The Lifestyle Vehicle will also feature true steer-by-wire technology, a minimalist concealed infotainment panel, seamless mobile phone and device connection and over the air vehicle software updates. The Lifestyle Vehicle will also feature Level 2.5 Advanced Driver Assistance Systems, or ADAS, with compatibility for more advanced levels of autonomy; rather than betting on a particular technology/provider, the vehicle is uniquely integrateable with third party next-gen autonomy sensors and software, positioning the vehicle to be able to evolve and adapt to the next generation of automotive technology.

The Lifestyle Vehicle was also designed with the future of autonomy in mind with physical space in the vehicle identified for the next generation of ADAS sensors optimized for sensor vision around the vehicle. Canoo’s in-house designed Electronic Control Units, or ECUs, enable a seamless integration of these sensors with the vehicle controls and steer-by-wire system.

The Lifestyle Vehicle will be Canoo’s first vehicle to start production and is targeted for a mid 2022 launch. In just 19months, Canoo was able to develop a fleet of 13 advanced drivable Lifestyle Vehicle prototypes, and we have validated our skateboard and Lifestyle Vehicle engineering and design for production with over 50 physical crash tests performed to date.

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B2C Sport Vehicle