0001140361-20-027423.txt : 20201207 0001140361-20-027423.hdr.sgml : 20201207 20201207090849 ACCESSION NUMBER: 0001140361-20-027423 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20201207 DATE AS OF CHANGE: 20201207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HumanCo Acquisition Corp. CENTRAL INDEX KEY: 0001829042 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-39769 FILM NUMBER: 201371497 BUSINESS ADDRESS: STREET 1: P.O. BOX 90608 CITY: AUSTIN STATE: TX ZIP: 78709 BUSINESS PHONE: 512-535-0440 MAIL ADDRESS: STREET 1: P.O. BOX 90608 CITY: AUSTIN STATE: TX ZIP: 78709 8-A12B 1 nt10016128x9_8a12b.htm 8-A12B
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-A

For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934


HUMANCO ACQUISITION CORP.
(Exact name of registrant as specified in its charter)

Delaware
  
85-3357217
(State or other jurisdiction of incorporation or organization)
  
(I.R.S. Employer Identification No.)
P.O. Box 90608
Austin, TX
  
78709
(Address of principal executive offices)
  
(Zip Code)


Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class
to be so registered
  
Name of each exchange on which
each class is to be registered
Units, each consisting of one share of Class A Common Stock, $0.0001 par value, and one-half of one redeemable Warrant
  
The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share
  
The Nasdaq Stock Market LLC
Redeemable Warrants, each whole Warrant exercisable for one share of Class A Common Stock, each at an exercise price of $11.50 per share
  
The Nasdaq Stock Market LLC


If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐


Securities Act registration statement or Regulation A offering statement file number to which this form relates (if applicable): 333-250630

Securities to be registered pursuant to Section 12(g) of the Act: None

Item 1.
Description of Registrant’s Securities to be Registered.

The securities to be registered hereby are the units, Class A common stock, par value $0.0001 per share, and redeemable warrants to purchase shares of Class A common stock of HumanCo Acquisition Corp. (the “Company”). The description of the units, Class A common stock and redeemable warrants contained in the section entitled “Description of Securities” in the prospectus included in the Company’s Registration Statement on Form S-1 (File No. 333-250630), originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 20, 2020, as thereafter amended and supplemented from time to time (the “Registration Statement”), to which this Form 8-A relates, is incorporated herein by reference. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that is subsequently filed is also incorporated by reference herein.

Item 2.
Exhibits.

The following exhibits have been filed as exhibits to the Registration Statement, as amended, and are incorporated herein by reference:

Exhibit
No.
  
Description
 
Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-250630), filed with the SEC on November 20, 2020).
 
Form of Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-250630), filed with the SEC on December 2, 2020).
 
Bylaws (incorporated by reference to Exhibit 3.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-250630), filed with the SEC on November 20, 2020).
 
Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-250630), filed with the SEC on November 20, 2020).
 
Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-250630), filed with the SEC on November 20, 2020).
 
Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-250630), filed with the SEC on November 27, 2020).
 
Form of Warrant Agreement between Continental Stock Transfer and Trust Company and the Registrant (incorporated by reference to Exhibit 4.4 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-250630), filed with the SEC on November 27, 2020).
 
Form of Investment Management Trust Agreement between Continental Stock Transfer and Trust Company and the Registrant (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-250630), filed with the SEC on November 27, 2020).
 
Form of Registration and Stockholder Rights Agreement between the Registrant and certain securityholders (incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-250630), filed with the SEC on November 27, 2020).



SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.

 
HUMANCO ACQUISITION CORP.
   
 
By:
/s/ Ross Berman
   
Name:
Ross Berman
   
Title:
Chief Executive Officer

Dated: December 7, 2020