Delaware
|
6770
|
85-3357217
|
(State or other jurisdiction of
incorporation or organization)
|
(Primary Standard Industrial
Classification Code Number)
|
(I.R.S. Employer
Identification No.)
|
Paul D. Tropp, Esq.
Ropes & Gray LLP
1211 Avenue of the Americas
New York, New York 10036
Telephone: (212) 596-9000
|
Derek J. Dostal
Deanna L. Kirkpatrick
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
(212) 450-4000
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Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
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Non-accelerated filer
|
☒
|
Smaller reporting company
|
☒
|
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Emerging Growth company
|
☒
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Title of each class of
securities to be registered
|
Amount
to be
Registered
|
Proposed
maximum
offering
price
per share(1)
|
Proposed
maximum
aggregate
offering
rice(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)
|
2,875,000 Units
|
$10.00
|
$28,750,000
|
$3,136.63
|
Shares of Class A Common Stock included as part of the Units(3)
|
2,875,000 Shares
|
—
|
—
|
— (4)
|
Redeemable warrants included as part of the Units(3)
|
1,437,500 Warrants
|
—
|
—
|
— (4)
|
Total
|
$28,750,000
|
$3,136.63 (5)
|
(1)
|
Estimated solely for the purpose of calculating the registration fee.
|
||
(2)
|
Represents only the additional number of securities being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1
(File No. 333-250630). Includes 375,000 units, consisting of 375,000 Class A common stock and 187,500 warrants, which may be issued upon exercise of a 45-day option granted to the underwriters 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).
|
||
(5)
|
The Registrant previously registered securities having a proposed maximum aggregate offering price of $258,750,000 on its Registration Statement on Form S-1, as amended (File No.
333-250630), which was declared effective by the Securities and Exchange Commission on December 8, 2020. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of
$28,750,000 is hereby registered, which includes securities issuable upon the exercise of the underwriters’ over-allotment option.
|
Exhibit
No.
|
Description
|
|
Opinion of Ropes & Gray LLP
|
||
Consent of WithumSmith+Brown, PC
|
||
Consent of Ropes & Gray LLP (included in Exhibit 5.1)
|
||
Power of Attorney (included in signature page to the Registrant’s Prior Registration Statement (File No. 333-250630) filed on November 20, 2020
|
HumanCo Acquisition Corp.
|
||
By:
|
/s/ Ross Berman
|
|
Name:
|
Ross Berman
|
|
Title:
|
Chief Executive Officer
|
Signature
|
Title
|
Date
|
*
|
Executive Co-Chairman
|
December 8, 2020
|
Jason H. Karp
|
||
s/ Ross Berman
|
Chief Executive Officer and Director
(Principal Executive Officer)
|
December 8, 2020
|
Ross Berman
|
||
*
|
Chief Operating Officer
(Principal Financial and Accounting Officer)
|
December 8, 2020
|
Amy Zipper
|
||
/s/ Katrina Cole
|
Director
|
December 8, 2020
|
Katrina Cole
|
||
/s/ John Foraker
|
Director
|
December 8, 2020
|
John Foraker
|
||
/s/ Dean Hollis
|
Director
|
December 8, 2020
|
Dean Hollis
|
||
/s/ Brian Kelley
|
Director
|
December 8, 2020
|
Brian Kelley
|
*By:
|
/s/ Ross Berman
|
|
Ross Berman
|
||
Attorney-in-Fact
|
![]() |
ROPES & GRAY LLP
1211 AVENUE OF THE AMERICAS
NEW YORK, NY 10036-8704
WWW.ROPESGRAY.COM
|
HumanCo Acquisition Corp.
|
- 2 -
|
HumanCo Acquisition Corp.
|
- 3 -
|
Very truly yours,
|
|
/s/ Ropes & Gray LLP
|
|
Ropes & Gray LLP
|