UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended June 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-39769

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)

(512) 535-0440

(Issuer’s telephone number)

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 Stock Market LLC
Class A Common Stock, par value $0.0001 per share	HMCO	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	HCMOW	The Nasdaq Stock Market LLC

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of August 11, 2022, there were 31,250,000 shares of Class A common stock, $0.0001 par value, and 7,187,500 shares of Class B common stock, $0.0001 par value, issued and outstanding.

HUMANCO ACQUISITION CORP.

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2022

TABLE OF CONTENTS

			Page
Part I. Financial Information			1
	Item 1. Interim Financial Statements		1
		Condensed Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021	1
		Unaudited Condensed Statements of Operations for the three and six months ended June 30, 2022 and 2021	2
		Unaudited Condensed Statements of Changes in Stockholders’ Deficit for the three and six months ended June 30, 2022 and 2021	3
		Unaudited Condensed Statements of Cash Flows for the six months ended June 30, 2022 and 2021	4
		Notes to Condensed Financial Statements (Unaudited)	5
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		19
	Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		23
	Item 4. Controls and Procedures		23
Part II. Other Information			23
	Item 1. Legal Proceedings		23
	Item 1A. Risk Factors		23
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		25
	Item 3. Defaults Upon Senior Securities		25
	Item 4. Mine Safety Disclosures		25
	Item 5. Other Information		25
	Item 6. Exhibits		25
Part III. Signatures			26

	June 30, 2022			December 31, 2021
	(Unaudited)
ASSETS
Current assets
Cash	$	371,858		$	339,570
Prepaid expenses		158,677			283,640
Total Current Assets		530,535			623,210

Cash and marketable securities held in Trust Account		312,627,386			312,514,788
TOTAL ASSETS	$	313,157,921		$	313,137,998

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accrued expenses	$	808,481		$	997,815
Income taxes payable		4,328			—
Total Current Liabilities		812,809			997,815

Convertible note – related party		666,697			—
Warrant liabilities		2,607,000			17,775,000
Class A common stock payable		9,880,977			—
Deferred underwriting fee payable		10,062,500			10,062,500
Total Liabilities		24,029,983			28,835,315

Commitments and Contingencies

Class A common stock subject to possible redemption, $0.0001 par value, 31,250,000 and 28,750,000 shares issued and outstanding at redemption value as of June 30, 2022 and December 31, 2021, respectively		312,500,000			287,500,000

Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—			—
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; none and 2,500,000 issued and outstanding (excluding 31,250,000 and 28,750,000 shares subject to possible redemption as of June 30, 2022 and December 31, 2021, respectively)		—			250
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 7,187,500 shares issued and Outstanding		719			719
Additional paid-in capital		—			—
Accumulated deficit		(23,372,781	)		(3,198,286	)
Total Stockholders’ Deficit		(23,372,062	)		(3,197,317	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	313,157,921		$	313,137,998

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021

General and administrative expenses	$	251,730		$	344,383		$	606,737		$	574,330
Loss from operations		(251,730	)		(344,383	)		(606,737	)		(574,330	)

Other income:
Income earned on cash and marketable securities held in Trust Account		141,590			4,967			149,297			38,029
Class A common stock incentive to new investor		—			—			(9,880,977	)		—
Change in fair value of warrant liabilities		4,977,000			2,930,000			15,168,000			3,404,000
Total other income, net		5,118,590			2,934,967			5,436,320			3,442,029

Income before provision for income taxes		4,866,860			2,590,584			4,829,583			2,867,699
Provision for income taxes		(4,328	)		—			(4,328	)		—
Net income	$	4,862,532		$	2,590,584		$	4,825,255		$	2,867,699

Weighted average shares outstanding, Class A common stock		31,250,000			31,250,000			31,250,000			31,250,000
Basic and diluted net income per share, Class A common stock	$	0.13		$	0.07		$	0.13		$	0.07
Weighted average shares outstanding, Class B common stock		7,187,500			7,187,500			7,187,500			7,187,500
Basic and diluted net income per share, Class B common stock	$	0.13		$	0.07		$	0.13		$	0.07

	Class A Common Stock						Class B Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares			Amount			Shares		Amount		Capital		Deficit			Deficit
Balance — December 31, 2021		2,500,000		$	250			7,187,500	$	719	$	—	$	(3,198,286	)	$	(3,197,317	)

Accretion of common stock subject to redemption		(2,500,000	)		(250	)		—		—		—		(24,999,750	)		(25,000,000	)

Net loss		—			—			—		—		—		(37,277	)		(37,277	)

Balance – March 31, 2022		—		$	—			7,187,500	$	719	$	—	$	(28,235,313	)	$	(28,234,594	)

Net income		—			—			—		—		—		4,862,532			4,862,532

Balance – June 30, 2022		—		$	—			7,187,500	$	719	$	—	$	(23,372,781	)	$	(23,372,062	)

	Six Months Ended June 30,			Six Months Ended June 30,
	2022			2021
Cash Flows from Operating Activities:
Net income	$	4,825,255		$	2,867,699
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of warrant liabilities		(15,168,000	)		(3,404,000	)
Class A common stock incentive to new investor		9,880,977			—
Interest earned on cash and marketable securities held in Trust Account		(149,297	)		(38,029	)
Changes in operating assets and liabilities:
Prepaid expenses		124,963			156,518
Accrued expenses		(189,334	)		193,378
Income taxes payable		4,328			—
Net cash used in operating activities		(671,108	)		(224,434	)

Cash Flows from Investing Activities:
Cash withdrawn from Trust Account to pay franchise and income taxes		36,699			45,459
Net cash provided by investing activities		36,699			45,459

Cash Flows from Financing Activities:
Proceeds from convertible promissory note – related party		666,697			—
Payment of offering costs		—			(5,000	)
Net cash provided by (used in) financing activities		666,697			(5,000	)

Net Change in Cash		32,288			(183,975	)
Cash – Beginning of period		339,570			1,193,592
Cash – End of period	$	371,858		$	1,009,617

Gross proceeds from Public Units	$	287,500,000
Less:
Proceeds allocated to Public Warrants		(13,943,750	)
Class A common stock issuance costs		(15,513,589	)
Plus:
Accretion of carrying value to redemption value		29,457,339
Class A common stock subject to possible redemption as of December 31, 2021		287,500,000
Plus:
Gross proceeds from Private Placement Units		25,000,000
Class A common stock subject to possible redemption as of June 30, 2022	$	312,500,000

	Three Months Ended June 30, 2022				Three Months Ended June 30, 2021				Six Months Ended June 30, 2022				Six Months Ended June 30, 2021
	Class A		Class B		Class A		Class B		Class A		Class B		Class A		Class B
Basic and diluted net income per common share
Numerator:
Allocation of net income	$	3,953,278	$	909,254	$	2,106,166		484,418	$	3,922,972	$	902,283	$	2,331,463	$	536,236
Denominator:
Basic and diluted weighted average shares outstanding		31,250,000		7,187,500		31,250,000		7,187,500		31,250,000		7,187,500		31,250,000		7,187,500
Basic and diluted net income per common share	$	0.13	$	0.13	$	0.07		0.07	$	0.13	$	0.13	$	0.07	$	0.07

SEC Form 10-Q filed by HumanCo Acquisition Corp.