S-1/A 1 nt10016128x4_s1a.htm FORM S-1/A

As filed with the Securities and Exchange Commission on November 27, 2020
Registration No. 333-250630  
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 1
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

HumanCo Acquisition Corp.
(Exact name of registrant as specified in its charter)

Delaware
6770
85-3357217
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification Number)
P.O. Box 90608
Austin, TX 78709
(512) 535-0440
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Ross Berman
Chief Executive Officer
P.O. Box 90608
Austin, TX 78709
(512) 535-0440
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:

Paul D. Tropp
Ropes & Gray LLP
1211 Avenue of the Americas
New York, NY 10036
(212) 596-9000
Derek J. Dostal
Deanna L. Kirkpatrick
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
(212) 450-4000

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 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, please 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(c) 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
Smaller reporting company
 
 
 
Emerging growth company

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 pursuant to Section 7(a)(2)(B) of the Securities Act.

CALCULATION OF REGISTRATION FEE

Title of Each Class of
Security Being Registered
Amount Being
Registered
Proposed Maximum
Offering Price per
Security(1)
Proposed Maximum
Aggregate Offering
Price(1)
Amount of
Registration Fee
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant(2)
25,875,000 Units
$10.00
$258,750,000
$28,230
Shares of Class A common stock included as part of the Units(3)
25,875,000 Shares
(4)
Redeemable warrants included as part of the Units(3)
12,937,500 Warrants
(4)
Total
 
 
$258,750,000
$28,230(5)
                             
(1)
Estimated solely for the purpose of calculating the registration fee.
                         
(2)
Includes 3,375,000 units, consisting of 3,375,000 shares of Class A common stock and 1,687,500 redeemable warrants, that may be issued upon exercise of a 45-day option granted to the underwriter to cover over-allotments, if any.
(3)
Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(4)
No fee pursuant to Rule 457(g) under the Securities Act.
                           
(5)
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, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE
HumanCo Acquisition Corp. is filing this Amendment No. 1 to its registration statement on Form S-1 (File No. 333-250630) to file exhibits to the Registration Statement as indicated in Item 16 in the index to exhibits. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.


PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16.
Exhibits and Financial Statement Schedules.
   
 
(a)
Exhibits. The following exhibits are filed as part of this registration statement:
 
       
Exhibit
No.
Description
 
Form of Underwriting Agreement
Certificate of Incorporation
Form of Amended and Restated Certificate of Incorporation
Bylaws
Specimen Unit Certificate
Specimen Class A Common Stock Certificate
Specimen Warrant Certificate (included in Exhibit 4.4)
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant
Opinion of Ropes & Gray LLP
Form of Letter Agreement among the Registrant, HumanCo Acquisition Holdings, LLC, CAVU Venture Partners III, LP and each of the officers and directors of the Registrant
Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant
Securities Subscription Agreement, dated October 12, 2020, between the Registrant and HumanCo Acquisition Holdings, LLC
Form of Private Placement Warrant Purchase Agreement between the Registrant and HumanCo Acquisition Holdings, LLC
Form of Private Placement Unit Purchase Agreement between the Registrant and CAVU Venture Partners III, LP
Form of Registration and Stockholder Rights Agreement between the Registrant and certain securityholders
Form of Indemnity Agreement
Promissory Note issued in favor of HumanCo Acquisition Holdings, LLC, dated October 12, 2020
Consent of WithumSmith+Brown, PC
Consent of Ropes & Gray LLP (included in Exhibit 5.1)
 
Power of Attorney (included on the signature page of this Registration Statement)
   
Consent of Rohan Oza
   
Consent of Kat Cole
   
Consent of John Foraker
   
Consent of Dean Hollis
   
Consent of Brian Kelley
*
Previously filed.
     
**
Filed herewith.
       
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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, on the 27th day of November, 2020.

 
HumanCo Acquisition Corp.
 
 
 
 
 
By:
 /s/ Ross Berman
 
 
Name:
Ross Berman
 
 
Title:
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature
Title
Date
         
 
 
*
Executive Co-Chairman
November 27, 2020
Jason H. Karp
     
         
 
 
/s/ Ross Berman
Chief Executive Officer and Director
 
November 27, 2020
Ross Berman
(Principal Executive Officer)
   
         
 
 
*
Chief Operating Officer
 
November 27, 2020
Amy Zipper
(Principal Financial and Accounting Officer)
   

*By:
/s/ Ross Berman
 
 
Ross Berman
 
 
Attorney-in-Fact
 
   

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