Delaware | | | 6770 | | | 85-3357217 |
(State or other jurisdiction of incorporation or organization) | | | (Primary Standard Industrial Classification Code Number) | | | (I.R.S. Employer Identification Number) |
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 |
Large accelerated filer ☐ | | | Accelerated filer ☐ | | | Non-accelerated filer ☒ | | | Smaller reporting company ☒ |
| | | | | | Emerging growth company ☒ |
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. |
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. |
| | HumanCo Acquisition Corp. | ||||
| | | | |||
| | By: | | /s/ Ross Berman | ||
| | | Name: | Ross Berman | ||
| | | Title: | Chief Executive Officer |
Signature | | Title | | Date |
| | | ||
* | | Executive Co-Chairman | | |
Jason H. Karp | | |||
| | | ||
/s/ Ross Berman | | Chief Executive Officer and Director | ||
Ross Berman | | (Principal Executive Officer) | ||
| | | ||
* | | Chief Operating Officer | ||
Amy Zipper | | (Principal Financial and Accounting Officer) |
*By: | /s/ Ross Berman | |
Ross Berman | ||
Attorney-in-Fact | ||