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Canoo Inc.

19951 Mariner Avenue

Torrance, California 90503

July 10, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attention: Erin Donahue and Erin Purnell

 Re: Canoo Inc.

Registration Statement on Form S-3

Filed on June 21, 2024

File No. 333-280390

Ladies and Gentlemen:

Canoo Inc. (the “Company”),
hereby transmits its response to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities
and Exchange Commission contained in the Staff’s letter dated July 1, 2024 (the “Letter”) regarding the above-referenced
Registration Statement on Form S-3 (the “Registration Statement”). The Company has today also filed an amended Registration
Statement in response to the Staff’s comments. For ease of reference, the numbered paragraphs below correspond to the numbered comments
in the Letter, with the Staff’s comments presented in bold italics font type.

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

Cover Page

1.     Please
revise your disclosure throughout to clarify that YA II PN, LTD is an underwriter within the meaning of Section 2(a)(11) of the Securities
Act.

The Company acknowledges the Staff’s comment
and has revised the disclosure to identify YA II PN, LTD (“YA”) as a statutory underwriter throughout the Registration Statement.

2.     Please
revise your disclosure to include the material terms of the pre-paid advance agreement, including but not limited to, whether the company
or the selling shareholder makes the purchase decisions and if a refund of all or a portion of the $15,000,000 advance is possible. Your
revisions and response should address why it is appropriate to register the shares for resale prior to the issuance of such shares. See
Securities Act Sections Compliance and Disclosure Interpretations Questions 139.12 and 139.13.

    U.S. Securities and Exchange Commission

Division of Corporate Finance

July 10, 2024

Page 2

The Company has revised its disclosure to describe
the material terms of the pre-paid advance agreement. The Company respectfully advises the staff that it believes the pre-paid advance
agreement is similar to the “equity line” financing arrangements described in Securities Act Sections Compliance and Disclosure
Interpretations (“C&DI”) Questions 139.12 and 139.13 due to the market-based pricing component of the facility. Set forth
below is the Company’s analysis regarding the propriety of registering the shares for resale in accordance with the four conditions
enumerated in C&DI Question 139.13:

 I. The company and the investor have entered into a binding agreement with respect to the private equity
line financing at the time the registration statement is filed.

The Company and YA executed the pre-paid
advance agreement on June 13, 2024. The full amount of the facility, $15.0 million, was requested as an advance and funded substantially
concurrently with the execution of the agreement. The Company and YA are bound by each of their respective obligations under the pre-paid
advance agreement.

 II. The “resale” registration statement is on a form that the company is eligible to use for
a primary offering.

The Company confirms that it satisfies
all applicable requirements to register the shares on Form S-3, including the condition relating to the market value of common equity
held by non-affiliates set forth in Instruction I.B.1 for primary offerings.

 III. There is an existing market for the securities, as evidenced by trading on a national securities exchange
or alternative trading system, which is a registered broker-dealer and has an active Form ATS on file with the Commission.

The common stock of the Company is
listed and trades on the Nasdaq Capital Market. The average daily trading volume of the Company’s common stock during the two calendar
months preceding the filing of the Registration Statement was approximately 4.5 million shares.

 IV. The equity line investor is identified in the prospectus as an underwriter, as well as a selling shareholder.

The Company has identified YA as an
underwriter and a selling shareholder in its disclosures throughout the Registration Statement.

Additionally, the Company
has revised its disclosures in the Registration Statement to describe in further detail the investment terms listed in the Staff’s
guidance in CD&I Question 139.13.

*******

We thank the Staff in advance
for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact Kevin Frank of Kirkland &
Ellis LLP, special counsel to the Company, at (312) 862-3373.

    U.S. Securities and Exchange Commission

Division of Corporate Finance

July 10, 2024

Page 3

[Signature Page Follows]

    U.S. Securities and Exchange Commission

Division of Corporate Finance

July 10, 2024

Page 4

    Sincerely,

    CANOO INC.

    /s/ Hector Ruiz

    Name:
    Hector Ruiz

    Title:
    General Counsel and Corporate Secretary

Via E-mail:

 cc: Kevin Frank

Kirkland & Ellis LLP