|
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which
registered
|
||
|
|
|
||
|
|
|
||
|
|
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
|
|
☒
|
Smaller reporting company
|
|
|
Emerging growth company
|
|
Page
|
|||
1
|
|||
1
|
|||
1
|
|||
2
|
|||
3
|
|||
4
|
|||
5
|
|||
15
|
|||
17
|
|||
17
|
|||
17
|
|||
17
|
|||
17
|
|||
18
|
|||
18
|
|||
18
|
|||
18
|
|||
18
|
|||
19
|
Item 1. |
Interim Financial Statements.
|
June 30,
2021
|
December 31,
2020
|
|||||||
(Unaudited)
|
||||||||
ASSETS
|
||||||||
Current assets
|
||||||||
Cash
|
$
|
|
$
|
|
||||
Prepaid expenses and other current assets
|
|
|
||||||
Total Current Assets
|
|
|
||||||
Cash and marketable securities held in Trust Account
|
|
|
||||||
TOTAL ASSETS
|
$
|
|
$
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
Current liabilities
|
||||||||
Accrued expenses
|
$
|
|
$
|
|
||||
Accrued offering costs
|
|
|
||||||
Total Current Liabilities
|
|
|
||||||
Warrant liability
|
|
|
||||||
Deferred underwriting fee payable
|
|
|
||||||
Total Liabilities
|
|
|
||||||
Commitments and Contingencies
|
||||||||
Class A common stock subject to possible redemption
|
|
|
||||||
Stockholders’ Equity
|
||||||||
Preferred stock, $
|
|
|
||||||
Class A common stock, $
|
|
|
||||||
Class B common stock, $
|
|
|
||||||
Additional paid-in capital
|
|
|
||||||
Accumulated deficit
|
(
|
)
|
(
|
)
|
||||
Total Stockholders’ Equity
|
|
|
||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
|
$
|
|
Three Months Ended June 30,
2021
|
Six Months
Ended June 30,
2021
|
|||||||
Operating and formation costs
|
$ |
$
|
|
|||||
Loss from operations
|
( |
) |
(
|
)
|
||||
Other income:
|
||||||||
Income earned on marketable securities held in Trust Account
|
|
|||||||
Change in fair value of warrant liability
|
|
|||||||
Other income, net
|
|
|||||||
Net income
|
$ |
$
|
|
|||||
Weighted average shares outstanding, Class A redeemable common stock
|
|
|||||||
Basic and diluted net income per share, Class A redeemable common stock
|
$ |
$
|
|
|||||
Weighted average shares outstanding, Class A and Class B non-redeemable common stock
|
|
|||||||
Basic and diluted net income per share, Class A and Class B non-redeemable common stock
|
$ |
$
|
|
Class A
Common Stock
|
Class B
Common Stock
|
Additional
Paid-in
|
Accumulated
|
Total
Stockholders’
|
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Equity
|
||||||||||||||||||||||
Balance — January 1, 2021
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||||||||
Change in value of common stock subject to redemption
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||||||
Net income
|
—
|
|
—
|
|
|
|
|
|||||||||||||||||||||
Balance – March 31, 2021
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||||||||
Change in value of common stock subject to redemption
|
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||
Net income |
— |
— |
||||||||||||||||||||||||||
Balance – June 30, 2021 | $ | $ | $ | $ | ( |
) | $ |
Cash Flows from Operating Activities:
|
||||
Net income
|
$
|
|
||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||
Change in fair value of warrant liability
|
(
|
)
|
||
Interest earned on marketable securities held in Trust Account
|
(
|
)
|
||
Changes in operating assets and liabilities:
|
||||
Prepaid expenses and other current assets
|
|
|||
Accrued expenses
|
|
|||
Net cash used in operating activities
|
(
|
)
|
||
Cash Flows from Investing Activities: | ||||
Cash withdrawn from Trust Account to pay franchise and income taxes
|
||||
Net cash used in investing activities
|
||||
Cash Flows from Financing Activities:
|
||||
Payment of offering costs
|
(
|
)
|
||
Net cash used in financing activities
|
(
|
)
|
||
Net Change in Cash
|
(
|
)
|
||
Cash – Beginning of period
|
|
|||
Cash – End of period
|
$
|
|
||
Non-Cash investing and financing activities:
|
||||
Change in value of class A common stock subject to possible redemption
|
$
|
|
NOTE 1. |
DESCRIPTION OF ORGANIZATION AND
BUSINESS OPERATIONS
|
NOTE 2. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
Three Months Ended
June 30,
2021
|
Six Months Ended
June 30,
2021
|
|||||||
Redeemable Class A Common Stock
|
||||||||
Numerator: Earnings allocable to Redeemable Class A
Common Stock
|
||||||||
Interest Income
|
$ |
$
|
|
|||||
Less: Income and Franchise tax available to be
withdrawn from the Trust Account
|
( |
) |
(
|
)
|
||||
Redeemable Net Earnings
|
$ |
$
|
|
|||||
Denominator: Weighted Average Redeemable Class A
Common Stock
|
||||||||
Redeemable Class A Common Stock, Basic and Diluted
|
|
|||||||
Earnings/Basic and Diluted Redeemable Class A
Common Stock
|
$ |
$
|
|
|||||
Non-Redeemable Class A and B Common Stock
|
||||||||
Numerator: Net income minus Redeemable Net Earnings
|
||||||||
Net Income
|
$ |
$
|
|
|||||
Less: Redeemable Net Earnings
|
||||||||
Non-Redeemable Net Earnings
|
$ |
$
|
|
|||||
Denominator: Weighted Average Non-Redeemable Class A
and B Common Stock
|
||||||||
Non-Redeemable Class A and B Common Stock, Basic
and Diluted (1)
|
|
|||||||
Loss/Basic and Diluted Non-Redeemable Class A and B
Common Stock
|
$ |
$
|
|
NOTE 3. |
INITIAL PUBLIC OFFERING
|
NOTE 4. |
PRIVATE PLACEMENT
|
NOTE 5. |
RELATED PARTY TRANSACTIONS
|
NOTE 6. |
COMMITMENTS AND CONTINGENCIES
|
NOTE 7. |
STOCKHOLDERS’ EQUITY
|
NOTE 8. |
WARRANTS
|
● |
in whole and not in part;
|
● |
at a price of $
|
● |
upon not less than
|
● |
if, and only if, the reported
last sale price of the Company’s Class A common stock equals or exceeds $
|
● |
in whole and not in part;
|
● |
at a price of $
|
● |
upon a minimum of
|
● |
if, and only if, the last
reported sale price of the Company’s Class A common stock equals or exceeds $
|
● |
if, and only if, there is an
effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto is available throughout the
|
NOTE 9. |
FAIR VALUE MEASUREMENTS
|
Level 1: |
Quoted prices in active markets for identical assets or liabilities.
An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
|
Level 2: |
Observable inputs other than Level 1 inputs. Examples of Level 2
inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
|
Level 3: |
Unobservable inputs based on our assessment of the assumptions that
market participants would use in pricing the asset or liability.
|
|
Held-To-Maturity
|
Amortized
Cost
|
Gross
Holding
Loss
|
Fair
Value
|
|||||||||
December 31, 2020
|
U.S. Treasury Securities (Matured on
|
$
|
|
$
|
(
|
)
|
$
|
|
Assets:
|
June 30,
2021
|
December 31,
2020
|
|||||||||||||
Marketable securities held in Trust Account
|
1
|
$
|
|
1
|
$
|
|
|||||||||
Liabilities:
|
|||||||||||||||
Warrant Liability – Public Warrants
|
1
|
$
|
|
3
|
$
|
|
|||||||||
Warrant Liability – Private Placement Warrants
|
3
|
$
|
|
3
|
$
|
|
June 30,
2021
|
December 31,
2020
|
|||||||
Risk-free interest rate
|
|
% |
|
% |
||||
Expected Term
|
|
|
||||||
Dividend yield
|
|
% |
|
% |
||||
Expected volatility
|
|
% |
|
% |
||||
Exercise price
|
$
|
|
$
|
|
||||
Unit Price
|
$
|
|
$
|
|
|
Private Placement
|
Public
Warrants
|
Warrant Liabilities
|
|||||||||
Fair value as of December 31, 2020
|
$
|
|
$
|
|
$
|
|
||||||
Change in fair value
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Fair value as of June 30, 2021
|
$
|
|
$
|
|
$
|
|
NOTE 10. |
SUBSEQUENT EVENTS
|
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4. |
Controls and Procedures
|
Item 1. |
Legal Proceedings
|
Item 1A. |
Risk Factors
|
Item 2. |
Unregistered Sales of Equity Securities and
Use of Proceeds.
|
Item 3. |
Defaults Upon
Senior Securities
|
Item 4. |
Mine Safety Disclosures
|
Item 5. |
Other Information
|
Item 6. |
Exhibits
|
No.
|
Description of Exhibit
|
|
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
||
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
||
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
||
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
||
101.INS*
|
XBRL Instance Document
|
|
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.SCH*
|
XBRL Taxonomy Extension Schema Document
|
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB*
|
XBRL Taxonomy Extension Labels Linkbase Document
|
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
* |
Filed herewith.
|
** |
Furnished herewith
|
HUMANCO ACQUISITION CORP.
|
||
Date: August 13, 2021
|
By:
|
/s/ Ross Berman
|
Name:
|
Ross Berman
|
|
Title:
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
||
Date: August 13, 2021
|
By:
|
/s/ Amy Zipper
|
Name:
|
Amy Zipper
|
|
Title:
|
Chief Operating Officer
|
|
(Principal Financial and Accounting Officer)
|
1. |
I have reviewed this quarterly report on Form 10-Q of HumanCo Acquisition Corp.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
|
4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within
those entities, particularly during the period in which this report is being prepared; and
|
b) |
(Paragraph omitted pursuant to Exchange Act Rules 13a-14(a) and 15d-15(a);
|
c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
|
d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
|
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report
financial information; and
|
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: August 13, 2021
|
|
/s/ Ross Berman
|
|
Ross Berman
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
1. |
I have reviewed this quarterly report on Form 10-Q of HumanCo Acquisition Corp.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
|
4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within
those entities, particularly during the period in which this report is being prepared; and
|
b) |
(Paragraph omitted pursuant to Exchange Act Rules 13a-14(a) and 15d-15(a);
|
c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
|
d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
|
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report
financial information; and
|
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: August 13, 2021
|
|
/s/ Amy Zipper
|
|
Amy Zipper
|
|
Chief Operating Officer
|
|
(Principal Financial and Accounting Officer)
|
1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Dated: August 13, 2021
|
|
/s/ Ross Berman
|
|
Ross Berman
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Dated: August 13, 2021
|
|
/s/ Amy Zipper
|
|
Amy Zipper
|
|
Chief Operating Officer
|
|
(Principal Financial and Accounting Officer)
|