UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~February 2415, ~~2021~~2022

HumanCo Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware	001-39769	85-3357217
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

P.O. Box 90608 Austin, TX		78709
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (512) 535-0440

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant	HMCOU	The Nasdaq Capital Market
Class A common stock included as part of the units	HMCO	The Nasdaq Capital Market
Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	HMCOW	The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 41.0201 ~~Non-Reliance~~Entry oninto ~~Previously Issued Financial Statements or~~ a ~~Related~~Material ~~Audit~~Definitive ~~Report or Completed Interim Review.~~Agreement

InOn ~~connection~~February ~~with~~15, ~~the~~2022, ~~preparation~~certain offunds ~~its~~and ~~financial~~accounts ~~statements~~managed asby ~~of September 30~~BlackRock, ~~2021, the management of HumanCo Acquisition Corp~~Inc. (“the ~~“Company~~Investors”) ~~has~~ ~~re-evaluated~~each ~~the~~entered ~~Company’s~~into ~~application~~a ofUnit ~~ASC~~Purchase Agreement ~~480-10-S99-3A to its accounting classification of the redeemable shares of Class A common stock~~(together, ~~par value $0.0001 per share (~~the “~~Public~~Unit ~~Shares~~Purchase Agreements”), ~~issued~~with asCAVU ~~part~~Venture ofPartners ~~the~~III, ~~units~~LP ~~sold in the Company’s initial public offering~~ (~~the~~ “~~IPO~~CAVU”) ~~on December 11~~, ~~2020.~~pursuant ~~Historically,~~to awhich ~~portion of~~ the ~~Public~~Investors, ~~Shares~~severally ~~was~~and ~~classified~~not asjointly, ~~permanent~~purchased ~~equity~~an toaggregate ~~maintain~~of ~~net tangible assets greater than $5~~2,~~000~~500,000 onprivate ~~the~~placement ~~basis~~units ~~that~~of ~~the~~HumanCo ~~Company~~Acquisition ~~will consummate its~~Corp. ~~initial business combination only if~~ (the “Company”), ~~has~~each ~~net~~consisting ~~tangible assets~~ of atone ~~least~~share ~~$5,000,001.~~of ~~The~~the Company’s ~~management~~Class ~~has~~A ~~determined~~Common ~~that~~Stock ~~the~~and ~~Public~~one-half ~~Shares include certain provisions that require classification~~ of ~~the~~one ~~Public~~redeemable ~~Shares~~warrant, asfrom ~~temporary equity~~CAVU ~~regardless of~~ (the ~~minimum~~“Private ~~net~~Placement ~~tangible assets required to complete the Company’s initial business combination~~Units”).

On ~~November~~February 2415, ~~2021~~2022, the Company~~’s management~~ ~~and~~entered ~~the~~into ~~Audit~~a ~~Committee~~Share ofPurchase Agreement (together, the ~~Company’s~~“Share ~~board~~Purchase ofAgreements”) ~~directors~~with HumanCo Acquisition Holdings, LLC (the “~~Audit Committee~~Sponsor”) ~~concluded~~and ~~that~~each itof isthe ~~appropriate~~Investors. Pursuant to ~~restate~~the Share Purchase Agreements, the ~~Company’s~~Sponsor ~~previously~~has ~~issued~~agreed ~~audited~~to ~~balance~~forfeit ~~sheet as~~an aggregate of ~~December 11~~1,370,247 ~~2020~~of asthe ~~previously~~shares ~~restated~~of in the Company’s ~~Annual~~Class ~~Report~~B onCommon ~~Form~~Stock ~~10-K/A~~it ~~filed~~owns ~~with the SEC on July 8, 2021~~ (the “~~FY2020 Form 10K/A~~Founder Shares”);, and the Company’s ~~audited~~has ~~financial~~agreed ~~statements~~to asissue ofan ~~December~~aggregate 31of 1,370,247 ~~2020~~shares ~~and~~of ~~for~~Class ~~the~~A ~~period~~Common ~~from October~~Stock 5,(or ~~2020~~shares ~~(inception)~~of ~~through~~common ~~December~~stock ~~31,~~issuable ~~2020~~upon asconversion ~~previously~~thereof) ~~restated~~(the in“Investor Shares”) to the ~~FY2020~~Investors ~~Form~~at ~~10K/A,~~the time of the Company’s ~~unaudited~~initial ~~quarterly~~business combination ~~financial~~(the ~~statements~~“Initial asBusiness ofCombination”), ~~and~~ for ~~the~~an ~~three~~aggregate ~~months~~purchase ~~ended~~price ~~March~~of 31$4,900. ~~2021~~Like ~~included~~the inFounder Shares, the ~~Company’s~~Investor ~~quarterly report~~Shares onwill ~~Form~~not ~~10-Q~~be ~~filed~~transferable ~~with~~or salable until the ~~SEC~~earlier onof ~~July~~(i) 8,one ~~2021,~~year after the ~~Company’s~~completion ~~quarterly~~of ~~financial~~the ~~statements~~Initial Business asCombination ofor ~~and~~(ii) ~~for~~subsequent to the ~~three~~Initial ~~and~~Business ~~six~~Combination, ~~months~~(A) ~~ended~~if ~~June~~the ~~30,~~last ~~2021~~reported ~~included~~sale inprice of the Company’s ~~quarterly~~Class ~~report~~A onCommon ~~Form~~Stock ~~10-Q~~equals ~~filed~~or ~~with~~exceeds ~~the~~$12.00 ~~SEC~~per onshare ~~August 13~~(as adjusted for stock splits, ~~2021~~stock dividends, reorganizations, recapitalizations and the ~~Company’s~~like) ~~quarterly~~for ~~financial~~any ~~statements~~20 astrading ofdays ~~and~~within ~~for~~any ~~the~~30-trading ~~three~~day ~~and~~period ~~nine~~commencing ~~months~~at ~~ended~~least ~~September~~150 ~~30,~~days ~~2021~~after ~~included~~the inInitial ~~the~~Business ~~Company’s~~Combination ~~quarterly~~or ~~report~~other onsimilar ~~Form~~transaction ~~10-Q~~that ~~filed~~results ~~with~~in ~~the~~all ~~SEC~~of onthe ~~November~~Company’s ~~12,~~stockholders ~~2021~~having (the ~~“Non-Reliance~~ ~~Affected~~ right ~~Financial~~to ~~Statements”),~~exchange intheir ~~each~~shares ~~case~~of tocommon ~~report~~stock ~~all~~for ~~Public~~cash, ~~Shares~~securities asor ~~temporary~~other ~~equity~~property.

~~Considering~~On ~~such~~February ~~restatement~~15, 2022, the ~~Non-Reliance~~Sponsor ~~Affected~~and ~~Financial~~each ~~Statements~~of ~~should~~the Investors noalso ~~longer~~entered beinto ~~relied~~a ~~upon.~~Warrant AsPurchase ~~such~~Agreement (together, the ~~Company~~“Warrant ~~will~~Purchase ~~restate~~Agreements”) ~~its financial~~under ~~statements~~which ~~for~~ the ~~periods~~Sponsor ~~affected~~sold byan ~~the~~aggregate ~~Non-Reliance~~of ~~Affected~~2,005,243 ~~Financial~~of ~~Statements~~the inwarrants anit ~~amended~~purchased ~~Annual~~in ~~Report~~a onprivate ~~Form~~placement ~~10-K/A~~that ~~for~~closed simultaneously with the Company’s ~~period~~initial ~~from~~public ~~October~~offering 5,(the ~~2020~~“Private ~~through~~Placement ~~December~~Warrants”) ~~31,~~to ~~2020~~the Investors (the “~~FY2020~~Investor ~~Form~~Private ~~10-K/A2~~Placement Warrants”). The ~~and~~terms anof ~~amended Quarterly~~these ~~Report~~warrants onare ~~Form~~described ~~10-Q/A~~in ~~for~~ the ~~quarterly~~Company’s ~~period~~Registration ~~ended~~Statement ~~September~~on ~~30,~~Form ~~2021~~S-1 (File No. 333-250630, the “Q3Registration ~~Form 10-Q/A~~Statement”), as ~~described~~such ~~therein~~description is amended by the Amendment (as defined below).

~~The~~In order to facilitate the transactions contemplated by the Unit Purchase Agreements, the Share Purchase Agreements and the Warrant Purchase Agreements, on February 15, 2022 the Company, the Sponsor, HMCO Acquisition, LLC, CAVU and members of the Company’s board of directors and/or management ~~has~~team ~~concluded~~entered into Amendment No. 1 to that certain Letter Agreement, dated as of December 8, 2020 (the “Amendment”). The Amendment (i) removes certain transfer restrictions contained in ~~light~~the Letter Agreement from the Private Placement Warrants and Private Placement Units and (ii) eliminates the waiver of the ~~classification~~redemption ~~error~~right ~~described~~by ~~above,~~the aholder of ~~material~~the ~~weakness~~Private ~~exists~~Placement Units in connection with the Company’s ~~internal control~~Initial ~~over~~Business ~~financial~~Combination. ~~reporting~~The ~~and~~Private ~~that~~Placement Units are identical to the units sold to the public in the Company’s ~~disclosure~~initial ~~controls~~public offering and ~~procedures~~described ~~were~~in ~~not~~the ~~effective~~Registration Statement, asexcept offor ~~September~~that ~~30,~~the ~~2021,~~Private ~~for~~Placement Units and the ~~periods~~shares ~~covered~~and bywarrants underlying the ~~Non-Reliance~~Private ~~Affected~~Placement ~~Financial~~Units ~~Statements~~have registration rights set forth in the Registration Rights Agreement (as defined below). The Company’s ~~remediation~~also ~~plan~~waived ~~with~~certain ~~respect~~transfer torestrictions ~~such~~under ~~material~~the ~~weakness~~Warrant ~~will~~Agreement, bedated ~~described~~as inof ~~more~~December ~~detail~~8, in2020, between the ~~FY2020~~Company ~~Form~~and ~~10-K/A2~~Continental ~~and~~Stock Q3Transfer ~~Form~~& ~~10-Q/A~~Trust Company, with respect to the Private Placement Warrants purchased by the Investors (the “Waiver”).

The ~~above~~Company ~~changes~~also ~~will~~entered ~~not~~into ~~have~~a ~~any~~Registration ~~impact~~Rights Agreement on February 15, 2022 with each of the ~~Company’s~~Investors ~~cash~~(the ~~position~~“Registration Rights Agreement”), which provides for customary demand and ~~cash~~piggy-back ~~held~~registration inrights for the ~~trust~~Investors ~~account~~on ~~established~~the inPrivate ~~connection~~Placement ~~with~~Units, the ~~IPO~~Investor Shares and the Investor Private Placement Warrants.

~~The~~Copies ~~Company’s~~of ~~management~~the ~~and~~form of Share Purchase Agreements, the ~~Audit~~Amendment, ~~Committee~~the ~~have~~Waiver ~~discussed~~and the ~~matters~~Registration ~~disclosed~~Rights inAgreement are attached to this Current Report on Form 8-K ~~pursuant~~as toExhibits ~~this~~10.1, ~~Item~~10.2, 10.3 and 10.4 and are incorporated herein by reference.02 The foregoing is only a brief description of the material terms of the Share Purchase Agreements, the Amendment, the Waiver and the ~~with~~Registration ~~WithumSmith+Brown~~Rights Agreement, PCdoes not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the form of Share Purchase Agreement that is filed as Exhibit 10.1, the Amendment that is filed as Exhibit 10.2, the ~~Company’s~~Waiver ~~independent~~that ~~registered~~is ~~accounting~~filed ~~firm~~as Exhibit 10.3 and the Registration Rights Agreement that is filed as Exhibit 10.4 to this Current Report on Form 8-K and are incorporated by reference herein.

The disclosure contained in Item 2.03 is incorporated by reference in this Item 1.01.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On February 15, 2022, the Company issued an unsecured promissory note (the “Note”) in the principal amount of $2,000,000, a portion of which is expected to be funded following the date of the Note, to HumanCo Acquisition Holdings, LLC (the “Sponsor”). The Note does not bear interest and is repayable in full upon consummation of the Company’s initial business combination (a “Business Combination”). If the Company does not complete a Business Combination, the Note shall not be repaid and all amounts owed under it will be forgiven. Upon the consummation of a Business Combination, the Sponsor shall have the option, but not the obligation, to convert the principal balance of the Note, in whole or in part, to warrants of the Company, at a price of $1.00 per warrant (the “Warrants”). The terms of the Warrants will be identical to the terms of the warrants issued by the Company to the Sponsor in a private placement that took place simultaneously with the Company’s initial public offering. The Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 15, 2022, Rohan Oza gave notice to the Company of his resignation as Co-Chairman of the Board of Directors of the Company and Brett Thomas gave notice to the Company of his resignation as President of the Company. Both resignations are effective immediately. Mr. Oza and Mr. Thomas are resigning in connection with the transactions discussed in Item 1.01 of this Current Report on Form 8-K, and not due to any disagreement with the Company.

Item 9.01

Financial Statements and Exhibits.

(d)	Exhibits.

10.1	Form of Share Purchase Agreement, dated February 15, 2022, between HumanCo Acquisition Corp., HumanCo Acquisition Holdings, LLC and each of the Investors
10.2	Amendment No. 1 to Letter Agreement, dated February 15, 2022, by and among HumanCo Acquisition Corp., HumanCo Acquisition Holdings, LLC, HMCO Acquisition, LLC, CAVU Venture Partners III, LP and the insiders named therein.
10.3	Waiver of Transfer Restrictions, dated February 15, 2022, by HumanCo Acquisition Corp. and Continental Stock Transfer & Trust Company.
10.4	Registration Rights Agreement, dated February 15, 2022, by and among HumanCo Acquisition Corp. and each of the Investors
10.5	Promissory Note, dated February 15, 2022, issued by HumanCo Acquisition Corp. to HumanCo Acquisition Holdings, LLC

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 24, 2021
Dated: February 17, 2022
	HUMANCO ACQUISITION CORP.
	By:	/s/ Amy Zipper
	Name:	Amy Zipper
	Title:	Chief Operating Officer

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