As filed with the Securities and Exchange Commission on December 2, 2020

Registration No. 333-250630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2

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. 2 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
1.1*			Form of Underwriting Agreement
3.1*			Certificate of Incorporation
3.2**			Form of Amended and Restated Certificate of Incorporation
3.3*			Bylaws
4.1*			Specimen Unit Certificate
4.2*			Specimen Class A Common Stock Certificate
4.3*			Specimen Warrant Certificate (included in Exhibit 4.4)
4.4*			Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant
5.1*			Opinion of Ropes & Gray LLP
10.1*			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
10.2*			Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant
10.3*			Securities Subscription Agreement, dated October 12, 2020, between the Registrant and HumanCo Acquisition Holdings, LLC
10.4*			Form of Private Placement Warrant Purchase Agreement between the Registrant and HumanCo Acquisition Holdings, LLC
10.5*			Form of Private Placement Unit Purchase Agreement between the Registrant and CAVU Venture Partners III, LP
10.6*			Form of Registration and Stockholder Rights Agreement between the Registrant and certain securityholders
10.7*			Form of Indemnity Agreement
10.8*			Promissory Note issued in favor of HumanCo Acquisition Holdings, LLC, dated October 12, 2020
23.1*			Consent of WithumSmith+Brown, PC
23.2*			Consent of Ropes & Gray LLP (included in Exhibit 5.1)
24*			Power of Attorney (included on the signature page of this Registration Statement)
99.1*			Consent of Rohan Oza
99.2*			Consent of Kat Cole
99.3*			Consent of John Foraker
99.4*			Consent of Dean Hollis
99.5*			Consent of Brian Kelley
*	Previously filed.
**	Filed herewith.

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 2nd day of December, 2020.

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	December 2, 2020
Jason H. Karp


/s/ Ross Berman	Chief Executive Officer and Director	December 2, 2020
Ross Berman	(Principal Executive Officer)


*	Chief Operating Officer	December 2, 2020
Amy Zipper	(Principal Financial and Accounting Officer)

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

HumanCo Acquisition Corp.

/s/ Ross Berman

Ross Berman

Chief Executive Officer