Exhibit 4.1

  

  

  

  
    	
            NUMBER

            U-

          	
            UNITS

          


    CUSIP [●]

    SEE REVERSE FOR CERTAIN DEFINITIONS

    

    

    HUMANCO ACQUISITION CORP.

    

    

    UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-

    

    HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER

    TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK

    

    

    THIS CERTIFIES THAT                       is the owner of                       Units.

    

    

    Each Unit (“Unit”) consists of one (1) share of Class A common stock, par value $0.0001 per share (“Common Stock”), of HumanCo Acquisition Corp., a Delaware corporation (the “Company”), and one-half of one redeemable
      warrant (“Warrant”). Each whole Warrant entitles the holder to purchase one (1) share (subject to adjustment) of Common Stock for $11.50 per share (subject to adjustment). Each whole Warrant will become exercisable on the later of (i) thirty (30)
      days after the Company’s completion of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (each a “Business Combination”), or (ii) twelve (12) months
      from the closing of the Company’s initial public offering and unless exercised earlier, will expire at 5:00 p.m., New York City Time, on the date that is five (5) years after the date on which the Company completes its initial Business Combination,
      or earlier upon redemption thereof or the Company’s liquidation. The Common Stock and Warrants comprising the Units represented by this certificate are not transferable separately prior to                       , 2020, unless Citigroup Global Markets
      Inc. elects to allow separate trading earlier, subject to the Company’s filing of a Current Report on Form 8-K with the Securities and Exchange Commission containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds of
      the Company’s initial public offering and the Company issuing a press release announcing when separate trading will begin. The terms of the Warrants are governed by a Warrant Agreement, dated as of                       , 2020, between the Company
      and Continental Stock Transfer & Trust Company, as Warrant Agent, and are subject to the terms and provisions contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof. Copies of the
      Warrant Agreement are on file at the office of the Warrant Agent at 1 State Street, 30th Floor, New York, New York 10004, and are available to any Warrant holder on written request and without cost.

    

    

    This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company.

    

    

    This certificate shall be governed by and construed in accordance with the internal laws of the State of New York.

    

    

    Witness the facsimile signature of a duly authorized signatory of the Company.

    

    

    	

          	 	 
	
            Authorized Signatory

          	 	
            Transfer Agent and Registrar

          


    

    

    
      
        


    

    
      HumanCo Acquisition Corp.

      

      

      The Company will furnish without charge to each unitholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or
        series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights.

      

      

      The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

      

      

      	
              TEN COM

            	
              —

            	
              as tenants in common

            	
              UNIF GIFT

              MIN ACT

            	
              —

            	 	
              Custodian

            	 
	 	 	 	 	 	 	 	 
	
              TEN ENT

            	
              —

            	
              as tenants by the entireties

            	 	 	
              (Cust)

            	 	
              (Minor)

            
	 	 	 	 	 	 	 	 
	
              JT TEN

            	
              —

            	
              as joint tenants with right of survivorship and not as tenants in common

            	 	 	
              under Uniform Gifts to Minors Act

            
	 	 	 	 	 	
              (State)

            


       

      

      Additional abbreviations may also be used though not in the above list.

    

    

    

    
      
        


    

    
      For value received, ________________ hereby sells, assigns and transfers unto ________________

      

      

      
        (PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE)

      

      

      

      
        	

              
	(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


      

      

      

      ____________ Units represented by the within Certificate, and does hereby irrevocably constitute and appoint 

      _______________________ Attorney to transfer the said Units on the books of the within named Company with full power of substitution in the premises.

      

      

      	
              Dated

            	 	 	 
	 	 	
              Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.

            


      

      

      Signature(s) Guaranteed:

      

      

      	 	 	 
	
              THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE
                17Ad-15 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).

            


      

      

      In each case, as more fully described in the Company’s final prospectus dated                , 2020, the holder(s) of this certificate shall be entitled to receive a pro-rata portion of certain funds held in the trust
        account established in connection with the Company’s initial public offering only in the event that (i) the Company redeems the shares of Common Stock sold in the Company’s initial public offering and liquidates because it does not consummate an
        initial Business Combination by                , 2022 (or such later date as the Company’s [amended and restated] certificate of incorporation may be amended to provide for), (ii) the Company offers to redeem the shares of Common Stock sold in its
        initial public offering in connection with a stockholder vote to amend the Company’s second amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with
        the Company’s initial Business Combination or the Company’s obligation to redeem 100% of such Common Stock if it does not consummate an initial Business Combination by              , 2022 or (B) with respect to any other provision relating to
        stockholders’ rights or pre-initial Business Combination activity, and the holder(s) of this certificate elects to have the shares of Common Stock held by him, her or it redeemed pursuant to that offer, or (iii) if the holder(s) seek(s) to redeem
        for cash his, her or its respective shares of Common Stock in connection with a tender offer (or proxy solicitation, solely in the event the Company seeks stockholder approval of the proposed initial Business Combination) setting forth the details
        of a proposed initial Business Combination. In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.