HMCO / HumanCo Acquisition Corp - Class A - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

HMCO / HumanCo Acquisition Corp. Class A / MARSHALL WACE, LLP - HUMANCO ACQUISITION CORP. Passive Investment

SC 13G/A 1 p23-0402sc13ga.htm HUMANCO ACQUISITION CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* HumanCo Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 44487N109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of thi

HMCO / HumanCo Acquisition Corp. Class A / Arena Capital Advisors, LLC- CA - SC 13G/A Passive Investment

SC 13G/A 1 d434499dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* HumanCo Acquisition Corp (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) CUSIP: 44487N109 (CUSIP Number) FEBRUARY 10, 2023 (Date of Event Which Requires Filing of th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File No. 001-39769 HUMANCO ACQUISITION CORP. (Exact name of registrant as specified in i

HumanCo Acquisition Corp. Announces Liquidation

Exhibit 99.1 HumanCo Acquisition Corp. Announces Liquidation Austin, TX ? HumanCo Acquisition Corp. (Nasdaq: HMCO, HMCOU and HMCOW), announced today that, due to its anticipated inability to consummate an initial business combination within the time period required by its Amended and Restated Certificate of Incorporation, HumanCo Acquisition Corp. intends to dissolve and liquidate in accordance wi

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2022 HumanCo Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39769 85-3357217 (State or other jurisdiction of incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: September 30, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 10-Q ? Transition Report on Form 20-F ? Transition Report on Form 11-K For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39769 HUMANCO ACQUISITION CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39769 HUMANCO ACQUISITION C

DESCRIPTION OF SECURITIES

Exhibit 4.5 DESCRIPTION OF SECURITIES The following description of the securities of HumanCo Acquisition Corp. (the ?company,? ?we? or ?us?) is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Company?s amended and restated certificate of incorporation, bylaws and the Company?s warrant agreement with Continental Stock Transfer & Trus

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39769 HUMANCO ACQUISITI

PROMISSORY NOTE

Exhibit 10.5 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

WAIVER OF TRANSFER RESTRICTIONS February 15, 2022

Exhibit 10.3 WAIVER OF TRANSFER RESTRICTIONS February 15, 2022 Reference is made to that certain Warrant Agreement, dated as of December 8, 2020, by and among HumanCo Acquisition Corp., a Delaware corporation (the ?Company?) and Continental Stock Transfer & Trust Company. In connection with those certain Warrant Purchase Agreements, dated as of February 15, 2022, by and among HumanCo Acquisition H

SHARE PURCHASE AGREEMENT

Exhibit 10.1 THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN. THE PURCHASE OF THE SECURITIES INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE

REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT

Exhibit 10.4 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of February 15, 2022, is made and entered into by and among HumanCo Acquisition Corp., a Delaware corporation (the ?Company?), and each of the undersigned entities (each such party, together with and any person or entity who hereafter becomes a party to this Ag

AMENDMENT NO. 1 TO LETTER AGREEMENT

Exhibit 10.2 AMENDMENT NO. 1 TO LETTER AGREEMENT This Amendment No. 1 (this ?Amendment?), dated as of February 15, 2022, to the Letter Agreement (as defined below) is entered into by and among HumanCo Acquisition Corp. (the ?Company?), HumanCo Acquisition Holdings, LLC (the ?Sponsor?), HMCO Acquisition, LLC (?HumanCo SPV?), CAVU Venture Partners III, LP (?CAVU?) and the undersigned individuals, ea

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2022 HumanCo Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39769 85-3357217 (State or other jurisdiction of incorporation

HMCO / HumanCo Acquisition Corp. Class A / Arena Capital Advisors, LLC- CA - SC 13G Passive Investment

SC 13G 1 d312922dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* HumanCo Acquisition Corp (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) CUSIP: 44487N109 (CUSIP Number) FEBRUARY 10, 2022 (Date of Event Which Requires Filing of this Sta

HMCO / HumanCo Acquisition Corp. Class A / MARSHALL WACE, LLP - HUMANCO ACQUISITION CORP. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* HumanCo Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 44487N109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 2 (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39769

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No.1 (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ☐ TRANSIT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No.1 (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39769

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 24, 2021 HumanCo Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39769 85-3357217 (State or other jurisdiction of incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39769 HUMANCO ACQUISITI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39769 HUMANCO ACQUISITION CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39769 HUMANCO ACQUISITION C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39769 HUMANCO ACQUISI

DESCRIPTION OF SECURITIES

Exhibit 4.5 DESCRIPTION OF SECURITIES The following description of the securities of HumanCo Acquisition Corp. (the ?company,? ?we? or ?us?) is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Company?s amended and restated certificate of incorporation, bylaws and the Company?s warrant agreement with Continental Stock Transfer & Trus

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2021 HumanCo Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39769 85-3357217 (State or other jurisdiction of incorporation or or

HumanCo Acquisition Corp. Provides Update on Periodic Reporting

Exhibit 99.1 HumanCo Acquisition Corp. Provides Update on Periodic Reporting Austin, TX, May 28, 2021? HumanCo Acquisition Corp. (Nasdaq: HMCO) (the ?Company?) announced today that it has determined to restate its 2020 financial statements (the ?Non-Reliance Period?) in light of the U.S. Securities and Exchange Commission?s (the ?SEC?) recently issued ?Staff Statement on Accounting and Reporting C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: March 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 10-Q ? Transition Report on Form 20-F ? Transition Report on Form 11-K For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form.

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-250630 HUMANCO ACQUISIT

DESCRIPTION OF SECURITIES

Exhibit 4.5 DESCRIPTION OF SECURITIES The following description of the securities of HumanCo Acquisition Corp. (the ?company,? ?we? or ?us?) is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Company?s amended and restated certificate of incorporation, bylaws and the Company?s warrant agreement with Continental Stock Transfer & Trus

Financial Statements and Exhibits, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2021 HumanCo Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39769 85-3357217 (State or other jurisdiction of incorporation)

HumanCo Acquisition Corp. Announces the Separate Trading of its Shares of Class A Common Stock and Redeemable Warrants Commencing January 28, 2021

Exhibit 99.1 HumanCo Acquisition Corp. Announces the Separate Trading of its Shares of Class A Common Stock and Redeemable Warrants Commencing January 28, 2021 Austin, Texas, January 27, 2021– HumanCo Acquisition Corp. (NASDAQ: HMCOU) (the “Company”) announced that, commencing January 28, 2021, holders of the units sold in the Company’s initial public offering of 28,750,000 units may elect to sepa

HUMANCO ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 HUMANCO ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Page Audited Financial Statement of HumanCo Acquisition Corp.: Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of December 11, 2020 F-3 Notes to Financial Statement F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of HumanCo Acquisition Corp. Op

Financial Statements and Exhibits, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2020 HumanCo Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39769 85-3357217 (State or other jurisdiction of incorporation

INVESTMENT MANAGEMENT TRUST AGREEMENT

Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 9, 2020, by and between HumanCo Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration statements on Form S-

INDEMNIFICATION AGREEMENT

Exhibit 10.6 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made and entered into as of this [●] day of December, 2020, by and between HumanCo Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”). WHEREAS, in light of the litigation costs and risks to directors and officers resulting from their service to companies, and the desire of the Company

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION HUMANCO ACQUISITION CORP. December 7, 2020

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HUMANCO ACQUISITION CORP. December 7, 2020 HumanCo Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “HumanCo Acquisition Corp.”. The original certificate of incorporation of the Corporation was filed w

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Exhibit 10.5 December 8, 2020 HumanCo Acquisition Corp. P.O. Box 90608 Austin, TX 78709 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between HumanCo Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global

REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT

Exhibit 10.4 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of December 8, 2020, is made and entered into by and among HumanCo Acquisition Corp., a Delaware corporation (the “Company”), HumanCo Acquisition Holdings, LLC, a Delaware limited liability company (the “Sponsor”), HMCO Acquisition, LLC (“HumanCo SPV”), CAVU Ve

WARRANT PURCHASE AGREEMENT

Exhibit 10.1 WARRANT PURCHASE AGREEMENT THIS WARRANT PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of December 8, 2020, is entered into by and among HumanCo Acquisition Corp., a Delaware corporation (the “Company”), and HumanCo Acquisition Holdings, LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, the Company intends to consummate an i

25,000,000 Units HumanCo Acquisition Corp. UNDERWRITING AGREEMENT

Exhibit 1.1 Execution Version 25,000,000 Units HumanCo Acquisition Corp. UNDERWRITING AGREEMENT New York, New York December 8, 2020 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 As Representative of the several Underwriters Ladies and Gentlemen: HumanCo Acquisition Corp., a Delaware corporation (the “Company”), proposes to sell to you and, as applicable, to the severa

UNIT PURCHASE AGREEMENT

Exhibit 10.2 UNIT PURCHASE AGREEMENT THIS UNIT PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of December 8, 2020, is entered into by and among HumanCo Acquisition Corp., a Delaware corporation (the “Company”), and CAVU Venture Partners III, LP, a Delaware limited partnership (the “Purchaser”). WHEREAS, the Company intends to consummate an initial public of

WARRANT AGREEMENT

Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 8, 2020, is by and between HumanCo Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”). WHEREAS, the Company is engaged in an initial publi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2020 HumanCo Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39769 85-3357217 (State or other jurisdiction of incorporation o

$250,000,000 HumanCo Acquisition Corp. 25,000,000 Units

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration No. 333-250630 PROSPECTUS $250,000,000 HumanCo Acquisition Corp. 25,000,000 Units HumanCo Acquisition Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which

- S-1MEF

As filed with the Securities and Exchange Commission on December 8, 2020 Registration No.

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HumanCo Acquisition Corp. P.O. Box 90608 Austin, TX 78709 December 7, 2020 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attn: Kevin Dougherty Karina Dorin Re: HumanCo Acquisition Corp. Withdrawal of Acceleration Request for Registration Statement on Form S-1 Registration File No. 333-250630

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Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 December 7, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Kevin Dougherty Karina Dorin Re: HumanCo Acquisition Corp. Withdrawal of Acceleration Request for Registration Statement on Form S-1 Registration File No. 333-250630 La

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Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 December 7, 2020 Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attn: Kevin Dougherty Karina Dorin Re: HumanCo Acquisition Corp. Registration Statement on Form S-1 Registration File No. 333-250630 Ladies and Gentlemen: In accord

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CORRESP 1 filename1.htm HumanCo Acquisition Corp. P.O. Box 90608 Austin, TX 78709 December 7, 2020 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attn: Kevin Dougherty Karina Dorin Re: HumanCo Acquisition Corp. Registration Statement on Form S-1 Registration File No. 333-250630 Ladies and Gent

- 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A For Registration of Certain Classes of Securities Pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 HUMANCO ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 85-3357217 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification

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CORRESP 1 filename1.htm HumanCo Acquisition Corp. P.O. Box 90608 Austin, TX 78709 December 3, 2020 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attn: Kevin Dougherty Karina Dorin Re: HumanCo Acquisition Corp. Registration Statement on Form S-1 Registration File No. 333-250630 Ladies and Gent

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Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 December 3, 2020 Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attn: Kevin Dougherty Karina Dorin Re: HumanCo Acquisition Corp. Registration Statement on Form S-1 Registration File No. 333-250630 Ladies and Gentlemen: In accord

- S-1/A

As filed with the Securities and Exchange Commission on December 2, 2020 Registration No.

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION HUMANCO ACQUISITION CORP. [●], 2020

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HUMANCO ACQUISITION CORP. [●], 2020 HumanCo Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “HumanCo Acquisition Corp.”. The original certificate of incorporation of the Corporation was filed with the

WARRANT AGREEMENT

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2020, is by and between HumanCo Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”). WHEREAS, the Company is engaged in an initial public offer

INVESTMENT MANAGEMENT TRUST AGREEMENT

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2020, by and between HumanCo Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File

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Exhibit 10.1 [●], 2020 HumanCo Acquisition Corp. P.O. Box 90608 Austin, TX 78709 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between HumanCo Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Market

REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT

Exhibit 10.6 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2020, is made and entered into by and among HumanCo Acquisition Corp., a Delaware corporation (the “Company”), HumanCo Acquisition Holdings, LLC, a Delaware limited liability company (the “Sponsor”), HMCO Acquisition, LLC (“HumanCo SPV”), CAVU Venture P

- FORM S-1/A

As filed with the Securities and Exchange Commission on November 27, 2020 Registration No.

22,500,000 Units HumanCo Acquisition Corp. UNDERWRITING AGREEMENT

Exhibit 1.1 22,500,000 Units HumanCo Acquisition Corp. UNDERWRITING AGREEMENT December [], 2020 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 As Representative of the several Underwriters Ladies and Gentlemen: HumanCo Acquisition Corp., a Delaware corporation (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I h

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION HUMANCO ACQUISITION CORP. [●], 2020

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HUMANCO ACQUISITION CORP. [●], 2020 HumanCo Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “HumanCo Acquisition Corp.”. The original certificate of incorporation of the Corporation was filed with the

CERTIFICATE OF INCORPORATION HUMANCO ACQUISITION CORP. October 5, 2020

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF HUMANCO ACQUISITION CORP. October 5, 2020 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the “Certificate”), and does hereby certify as follows: ARTICLE I NAME The name of the corporation is HumanCo Acquisition Corp. (the “Corporation”). AR

UNIT PURCHASE AGREEMENT

Exhibit 10.5 UNIT PURCHASE AGREEMENT THIS UNIT PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of [●], 2020, is entered into by and among HumanCo Acquisition Corp., a Delaware corporation (the “Company”), and CAVU Venture Partners III, LP, a Delaware limited partnership (the “Purchaser”). WHEREAS, the Company intends to consummate an initial public offering

HUMANCO ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK

Exhibit 4.2 NUMBER SHARES C- CUSIP [●] SEE REVERSE FOR CERTAIN DEFINITIONS HUMANCO ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF HumanCo Acquisition Corp. (THE “COMPANY”) transferable on the books of the Company in pe

PROMISSORY NOTE

Exhibit 10.8 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

WARRANT PURCHASE AGREEMENT

Exhibit 10.4 WARRANT PURCHASE AGREEMENT THIS WARRANT PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of [●], 2020, is entered into by and among HumanCo Acquisition Corp., a Delaware corporation (the “Company”), and HumanCo Acquisition Holdings, LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, the Company intends to consummate an initial

FORM OF INDEMNIFICATION AGREEMENT

Exhibit 10.7 FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made and entered into as of this [●] day of [●], 2020, by and between HumanCo Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”). WHEREAS, in light of the litigation costs and risks to directors and officers resulting from their service to companies, and the desire of the Compa

Registration Statement - S-1

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 20, 2020 Registration No.

Consent to be Named as a Director Nominee

Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by HumanCo Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of HumanCo Acqu

Consent to be Named as a Director Nominee

Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by HumanCo Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of HumanCo Acqu

Consent to be Named as a Director Nominee

Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by HumanCo Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of HumanCo Acqu

HumanCo Acquisition Corp. P.O. Box 90608 Austin, TX 78709

Exhibit 10.3 HumanCo Acquisition Corp. P.O. Box 90608 Austin, TX 78709 HumanCo Acquisition Holdings, LLC October 12, 2020 P.O. Box 90608 Austin, TX 78709 RE: Securities Subscription Agreement Ladies and Gentlemen: We are pleased to accept the offer HumanCo Acquisition Holdings, LLC (the “Subscriber” or “you”) has made to purchase 6,468,750 shares of Class B common stock (the “Shares”), $0.0001 par

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CORRESP 1 filename1.htm ROPES & GRAY LLP 1211 AVENUE OF THE AMERICAS NEW YORK, NY 10036-8704 WWW.ROPESGRAY.COM November 20, 2020 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attention: Kevin Dougherty Karina Dorin Re: HumanCo Acquisition Corp. Draft Registration Statement on Form S-1 Su

Consent to be Named as a Director Nominee

Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by HumanCo Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of HumanCo Acqu

Consent to be Named as a Director Nominee

Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by HumanCo Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of HumanCo Acqu

BY LAWS HUMANCO ACQUISITION CORP. (THE “CORPORATION”) ARTICLE I

Exhibit 3.3 BY LAWS OF HUMANCO ACQUISITION CORP. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered agent in Delaw

SEE REVERSE FOR CERTAIN DEFINITIONS HUMANCO ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE- HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK

Exhibit 4.1 NUMBER U- UNITS CUSIP [●] SEE REVERSE FOR CERTAIN DEFINITIONS HUMANCO ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE- HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock, par va

HumanCo Acquisition Corp. P.O. Box 90608 Austin, TX 78709

Exhibit 10.3 HumanCo Acquisition Corp. P.O. Box 90608 Austin, TX 78709 HumanCo Acquisition Holdings, LLC October 12, 2020 P.O. Box 90608 Austin, TX 78709 RE: Securities Subscription Agreement Ladies and Gentlemen: We are pleased to accept the offer HumanCo Acquisition Holdings, LLC (the “Subscriber” or “you”) has made to purchase 6,468,750 shares of Class B common stock (the “Shares”), $0.0001 par

PROMISSORY NOTE

Exhibit 10.8 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

CERTIFICATE OF INCORPORATION HUMANCO ACQUISITION CORP. October 5, 2020

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF HUMANCO ACQUISITION CORP. October 5, 2020 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the “Certificate”), and does hereby certify as follows: ARTICLE I NAME The name of the corporation is HumanCo Acquisition Corp. (the “Corporation”). AR

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TABLE OF CONTENTS As submitted confidentially to the U.S. Securities and Exchange Commission on October 23, 2020. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333-   UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION