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Canoo stock doubles as Walmart orders up to 10,000 EVs in deal that includes warranted shares in company [update]

EV startup Canoo continues to feverishly lay the railroad down right in front of itself as it chugs along its route toward scaled production. A recent feeling of dread has been encapsulated by the company’s low stock, but new life has been injected into Canoo in the form of an order of at least 4,500 delivery EVs from Walmart, with the possibility of up to 10,000 in total.

July 13 update: Upon inspection of Canoo’s official 8-K filing with the SEC, there is some fine print we were unaware of when news of the purchase agreement went live yesterday. According to the terms of the EV purchase agreement, a Warrant Issuance Agreement was also included, giving Walmart the option to exercise the purchase of of 61,160,011 shares of fully paid and non-assessable shares of the Canoo’s common stock at a price of $2.15 per share. Per the filing:

The Warrant has a term of ten years and is vested immediately with respect to 15,290,003 shares of Common Stock. Thereafter, subject to the stockholder approval described below, if applicable, the Warrant will vest quarterly in amounts proportionate with the net revenue realized by the Company and its affiliates from transactions with Walmart or its affiliates under the EV Fleet Purchase Agreement or enabled by any other agreement between the Company and Walmart, and any net revenue attributable to any products or services offered by Walmart or its affiliates related to the Company or its affiliates, until such net revenue equals $300 million, at which time the Warrant will have vested fully.

Under the Warrant Agreement, the Company shall, as promptly as reasonably practicable following the date of the Warrant Agreement and, in any event, no later than the Company’s 2023 annual meeting of stockholders, convene and hold a meeting of stockholders to consider and vote on the issuance of the Warrant in respect of any shares of Common Stock in excess of 53,852,492 shares (which represents more than 20% of the Company’s outstanding Common Stock as of the date of the Warrant Agreement), pursuant to the applicable rules of the NASDAQ Global Select Market. In the event that stockholder approval is not obtained, in lieu of any shares which would have been issued to Walmart, the Company is required to pay to Walmart an amount in cash equal to the product of: (i) the excess of (x) the 30-day volume weighted average price per share as of the day immediately preceding the applicable exercise date and (y) the exercise price, times (ii) the number of shares that would have been issued at such applicable exercise date if stockholder approval had been obtained.

Should it exercise its warrants, Walmart can receive common stock equal to 20% of the company, a possible hint that Canoo was running out of options when it made the deal. Neither company has offered a comment on this agreement, nor has Walmart exercised its warranted shares yet.

We also noticed that under the terms of the purchase agreement with Walmart, Canoo must refrain from any business whatsoever with Amazon or its subsidiaries. Understandable. See below:

Under the EV Fleet Purchase Agreement, the Company has agreed that, for the duration of the agreement, it will not enter into any agreement for any services involving the design, manufacture, consult, advice, lease, or sale of EVs to, or issue any equity, equity-linked or debt securities of any type, or enter into any agreement for the purpose of transferring control of the Company to,, Inc., its subsidiaries, or affiliates.

Canoo finds a new savior in Walmart

Canoo ($GOEV) is an EV startup founded in 2017 by two former employees of Faraday Future. The automaker has several EV concepts it has been working to bring to production, including a multi-purpose delivery van, and the Canoo Pickup Truck.

The first EV Canoo has been planning to launch is the Lifestyle Vehicle – the EV that caught the public’s attention when the company debuted. A modified version of the Canoo LV was chosen to transport future astronauts on the Artemis Missions to the launch pad under a contract recently awarded by NASA.

Shortly thereafter, we shared news that Canoo had filed a lawsuit to recoup $61 million in “short swing” profits allegedly made by DD Global Holdings – Canoo’s second largest shareholder behind CEO Tony Aquila. That same day, Canoo released a less than optimistic Q1 report that included a net loss of $125 million. Based on Q2 expense projections and funding timings, the company expressed “substantial doubt” about its ability to continue.

Stock tumbled and things got more quiet than usual in the Canoo press room… until Walmart stepped in.

Canoo Walmart
Source: Canoo

Walmart to order up to 10,000 Canoo electric LDVs

Canoo shared the exciting news in a press release this morning, outlining some of the terms of its new definitive agreement signed by Walmart. To begin, Walmart has agreed to purchase at least 4,500 EVs from Canoo, beginning with the Lifestyle Delivery Vehicle (LDV) you see above. Here are some specs:

  • Utilizes true steer by wire technology, reducing cabin intrusion and adding interior space
  • Solo seat offers better driver ergonomics and panoramic window improves road visibility
  • 120 cubic feet of fully customizable cargo volume
  • 1,543 lb payload capacity
  • DC fast charging 20-80% in 28 minutes
  • ADAS Level 2
  • 200+ miles of range
  • Rear cargo light

The agreement also includes an option for Walmart to purchase up to 10,000 EVs from Canoo, part of the former’s strategy to reach zero-emissions across its deliveries by 2040. In addition to its fulfillment centers, Walmart uses 3,800 of its brick-and-mortar locations to fulfill and deliver online orders. Those locations are located within 10 miles of 90% of the US population.

Before today, Canoo’s stock had settled at a price even Walmart couldn’t match. Following today’s news, $GOEV stock jolted up, briefly passing $5 a share before settling around $4.30. The market cap remains about $1 billion. Canoo investor, chairman, and CEO Tony Aquila spoke about the Walmart purchase:

We are proud to have been selected by Walmart, one of the most sophisticated buyers in the world, to provide our high-tech, all-electric, American made Lifestyle Delivery Vehicle to add to their impressive logistics capabilities. Our LDV has the turning radius of a small passenger vehicle on a parking friendly, compact footprint, yet the payload and cargo space of a commercial delivery vehicle. This is the winning algorithm to seriously compete in the last mile delivery race, globally. Walmart’s massive store footprint provides a strategic advantage in today’s growing ‘Need it now’ mindset and an unmatched opportunity for growing EV demand, especially at today’s gas prices.

The Walmart-branded LDVs are expected to hit roads around the US in 2023, but Canoo said it will begin advanced deliveries to Dallas in the coming weeks, so the retail giant can finalize its EV configurations.

Electrek’s Take

Canoo continues its “fly by the seat of our pants” approach to business and seemingly will live to see several more days (and dare I say production?) thanks to Walmart. Tony Aquila has stated in previous interviews that he prefers not to have a surplus of funding because the “do or die” approach fuels innovation.

I can see how some level of financial cushion could lead to a degree of complacency, but I’d prefer a guaranteed future rather than a wheel and deal approach every single day. All criticism aside, this could be a big win for both parties. The LDV is perfect for clean, last-mile service and will offer plenty of cargo space for Walmart’s diaper and fruit snack orders.

One key factor missing here is money. I’d be interested to know what Walmart is paying, and how far those funds will get Canoo as it looks to begin LDV production at the end of the year. Where do they go beyond that? I personally want to see that MPDV reach production. We will have to see, but it’s nice to still have Canoo around.

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Scooter Doll is a writer, designer and tech enthusiast born in Chicago and based on the West Coast. When he’s not offering the latest tech how tos or insights, he’s probably watching Chicago sports.
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