Exhibit 4.5

     

    

    DESCRIPTION OF SECURITIES

     

    

    The following description of the securities of HumanCo Acquisition Corp. (the “company,” “we” or “us”) is a summary and does not purport to be complete. It is subject to and
      qualified in its entirety by reference to the Company’s amended and restated certificate of incorporation, bylaws and the Company’s warrant agreement with Continental Stock Transfer & Trust company, as Warrant agent (the “Warrant Agreement”),
      each of which is incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.5 is a part. We encourage you to read such documents for additional information.

     

    

    Pursuant to our amended and restated certificate of incorporation, our authorized capital stock consists of 100,000,000 shares of Class A common stock, $0.0001 par value (the
      “Class A Common Stock”), 10,000,000 shares of Class B common stock (the “Class B Common Stock”), $0.0001 par value, and 1,000,000 shares of undesignated preferred stock, $0.0001 par value.

     

    

    Units

     

    

    Each unit has an offering price of $10.00 and consists of one share of Class A common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder
      thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of
      shares of Class A common stock. This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless
      you purchase at least two units, you will not be able to receive or trade a whole warrant.

     

    

    The Class A common stock and warrants comprising the units began separate trading on the 52nd day following the date of the Prospectus (or, if such date is not a business day,
      the following business day). Since the shares of Class A common stock and warrants commenced separate trading, holders have had the option to continue to hold units or separate their units into the component securities.

     

    

    Additionally, the units will not be traded after completion of our initial business combination.

     

    

    Common Stock

     

    

    38,437,500 shares of our common stock are outstanding, consisting of:

     

    

    	

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            31,250,000 shares of Class A common stock underlying the units being offered in the IPO and the CAVU units; and

          


    	

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            7,187,500 shares of Class B common stock held by our initial stockholders.

          


     

    

    Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Other than as described below, holders of the Class A
      common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders, including any vote in connection with our initial business combination, except as required by law.
      Unless specified in our amended and restated certificate of incorporation or bylaws, or as required by applicable provisions of the DGCL or applicable stock exchange rules, the affirmative vote of a majority of our shares of common stock that are
      voted is required to approve any such matter voted on by our stockholders. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors
      can elect all of the directors. Our stockholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor. Prior to our initial business combination, only holders of our
      Class B common stock have the right to vote on the election of directors. Holders of our public shares and CAVU shares will not be entitled to vote on the election of directors during such time. In addition, prior to the completion of an initial
      business combination, holders of a majority of our Class B common stock may remove a member of the board of directors for any reason.

     

    
      
        


    

    Because our amended and restated certificate of incorporation authorizes the issuance of up to only 100,000,000 shares of Class A common stock, if we were to enter into an
      initial business combination, we may (depending on the terms of such an initial business combination) be required to increase the number of shares of Class A common stock which we are authorized to issue at the same time as our stockholder vote on
      the initial business combination to the extent we seek stockholder approval in connection with our initial business combination.

     

    

    In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing
      on Nasdaq. Under Section 211(b) of the DGCL, we are, however, required to hold an annual meeting of stockholders for the purposes of electing directors in accordance with our bylaws, unless such election is made by written consent in lieu of such a
      meeting. We may not hold an annual meeting of stockholders to elect new directors prior to the consummation of our initial business combination, and thus we may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting.
      Therefore, if our stockholders want us to hold an annual meeting prior to the consummation of our initial business combination, they may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery in accordance with
      Section 211(c) of the DGCL.

     

    

    We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon (i) the completion of our initial business combination or
      (ii) a stockholder vote to approve an amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100%
      of our public shares and CAVU shares if we do not complete our initial business combination within 24 months from the closing of the IPO or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination
      activity. Such redemptions, if any, will be made at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account (excluding any amounts then on deposit in the trust account that are allocable to the CAVU
      shares) as of two business days prior to the event triggering the right to redeem, including interest earned on the funds held in the trust account (excluding any interest earned on the funds held in the trust account that are allocable to the CAVU
      shares) and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be
      approximately $10.00 per public share and per CAVU share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commission we will pay to the underwriter. Our sponsor,
      each of our officers and directors and CAVU have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares, CAVU shares and any public shares held by them in
      connection with the completion of our initial business combination, or a stockholder vote to approve an amendment to our amended and restated certificate of incorporation, as described above. Unlike many blank check companies that hold stockholder
      votes and conduct proxy solicitations in conjunction with their initial business combinations and provide for related redemptions of public shares for cash upon completion of such initial business combinations even when a vote is not required by law,
      if a stockholder vote is not required by law and we do not decide to hold a stockholder vote for business or other reasons, we will, pursuant to our amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender
      offer rules of the SEC, and file tender offer documents with the SEC prior to completing our initial business combination. Our amended and restated certificate of incorporation will require these tender offer documents to contain substantially the
      same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, a stockholder approval of the transaction is required by law, or we decide to obtain
      stockholder approval for business or other reasons, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek
      stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. A quorum for such meeting will consist of the holders
      present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting.

     

    

    However, the participation of our sponsor, officers, directors, CAVU or their affiliates in privately-negotiated transactions, if any, could result in the approval of our
      initial business combination even if a majority of our public stockholders vote, or indicate their intention to vote, against such business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock voted,
      non-votes would have no effect on the approval of our initial business combination once a quorum is obtained. We intend to give approximately 30 days (but not less than 10 days nor more than 60 days) prior written notice of any such meeting, if
      required, at which a vote shall be taken to approve our initial business combination. These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate our initial business
      combination.

     

    
      
        


    

    If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender
      offer rules, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined
      under Section 13 of the Exchange Act), are restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares of common stock sold in this offering, which we refer to as the Excess Shares. However, we will not restrict
      our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Our stockholders’ inability to redeem the Excess Shares will reduce their influence over our ability to complete our
      initial business combination, and such stockholders could suffer a material loss in their investment if they sell such Excess Shares on the open market. Additionally, such stockholders will not receive redemption distributions with respect to the
      Excess Shares if we complete the initial business combination. As a result, such stockholders will continue to hold that number of shares exceeding 15% and, in order to dispose such shares would be required to sell their stock in open market
      transactions, potentially at a loss.

     

    

    If we seek stockholder approval in connection with our initial business combination, pursuant to the letter agreement, our sponsor, each of our officers and directors and CAVU
      have agreed to vote their founder shares and any public shares purchased during or after the IPO (including in open market and privately negotiated transactions) in favor of our initial business combination. Additionally, each public stockholder may
      elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction (subject to the limitation described in the preceding paragraph).

     

    

    Pursuant to our amended and restated certificate of incorporation, if we do not complete our initial business combination within 24 months from the closing of the IPO or during
      any Extension Period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the public shares
      and CAVU shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and
      income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares and CAVU shares, which redemption will completely extinguish public stockholders’ and holders of CAVU shares’ rights
      as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and
      our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

     

    

    Our sponsor and each of our officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their rights to liquidating
      distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within 24 months from the closing of the IPO or during any Extension Period. However, if our sponsor or any
      of our officers or directors acquire public shares in or after this offering, they are entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the
      prescribed time period. CAVU has not waived its rights to liquidating distributions from the trust account with respect to its CAVU shares if we fail to complete our initial business combination within 24 months from the closing of the IPO or during
      any Extension Period.

     

    

    In the event of a liquidation, dissolution or winding up of the company after an initial business combination, our stockholders are entitled to share ratably in all assets
      remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. Our stockholders have no preemptive or other subscription rights. There
      are no sinking fund provisions applicable to the common stock, except that we will provide our stockholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust
      account (excluding any amounts then on deposit in the trust account that are allocable to the CAVU shares), upon the completion of our initial business combination, subject to the limitations described herein.

     

    
      
        


    

    Founder Shares and CAVU Shares

     

    

    The shares of Class B common stock and CAVU shares are identical to the shares of Class A common stock included in the units being sold in this offering, and holders of founder
      shares and CAVU shares have the same stockholder rights as public stockholders, except that (i) the founder shares and CAVU shares are subject to certain transfer restrictions, as described in more detail below, (ii) our sponsor, each of our officers
      and directors and CAVU have entered into a letter agreement with us, pursuant to which they have agreed (A) to waive their redemption rights with respect to any founder shares, any CAVU shares and any public shares held by them in connection with the
      completion of our initial business combination, (B) to waive their redemption rights with respect to their founder shares, CAVU shares and public shares in connection with a stockholder vote to approve an amendment to our amended and restated
      certificate of incorporation (x) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares and CAVU shares if we do not complete our initial
      business combination within 24 months from the closing of the IPO or during any Extension Period or (y) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (C) to waive their rights to
      liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within 24 months from the closing of the IPO or during any Extension Period, although they will
      be entitled to liquidating distributions from the trust account with respect to any public shares and CAVU shares they hold if we fail to complete our initial business combination within such time period, (iii) the Class B common stock will
      automatically convert into shares of our Class A common stock at the time of our initial business combination, or at any time prior thereto at the option of the holder, on a one-for-one basis, subject to adjustment as described herein, and (iv) are
      entitled to registration rights. If we submit our initial business combination to our public stockholders for a vote, our sponsor, each of our officers and directors and CAVU have agreed pursuant to the letter agreement to vote any founder shares and
      CAVU shares held by them and any public shares purchased during or after the IPO (including in open market and privately negotiated transactions) in favor of our initial business combination.

     

    

    The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of our initial business combination on a one-for-one basis
      (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities,
      are issued or deemed issued in excess of the amounts offered in the Prospectus and related to the closing of the initial business combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be
      adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon
      conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of all shares of common stock outstanding upon the completion of the IPO (excluding the CAVU shares), plus
      (ii) all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial business combination (excluding any shares of Class A common stock or equity-linked securities issued, or to be issued, to any
      seller in the initial business combination and any CAVU shares and CAVU warrants and any units or warrants issued to our sponsor or its affiliates upon conversion of loans made to us). We cannot determine at this time whether a majority of the
      holders of our Class B common stock at the time of any future issuance would agree to waive such adjustment to the conversion ratio. They may waive such adjustment due to (but not limited to) the following: (i) closing conditions which are part of
      the agreement for our initial business combination; (ii) negotiation with Class A stockholders on structuring an initial business combination; or (iii) negotiation with parties providing financing which would trigger the anti-dilution provisions of
      the Class B common stock. If such adjustment is not waived, the issuance would not reduce the percentage ownership of holders of our Class B common stock, but would reduce the percentage ownership of holders of our Class A common stock. If such
      adjustment is waived, the issuance would reduce the percentage ownership of holders of both classes of our common stock. Holders of founder shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class
      A common stock, subject to adjustment as provided above, at any time. Securities could be “deemed issued” for purposes of the conversion rate adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants
      or similar securities.

     

    
      
        


    

    With certain limited exceptions, the founder shares and CAVU shares are not transferable, assignable or salable (except to our officers and directors and other persons or
      entities affiliated with our sponsor or CAVU, as applicable, including their respective limited partners) each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of our initial business
      combination or (B) subsequent to our initial business combination, (x) if the last reported sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
      and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other
      similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property.

     

    

    Prior to our initial business combination, only holders of our Class B common stock have the right to vote on the election of directors. Holders of our public shares and CAVU
      shares will not be entitled to vote on the election of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our Class B common stock may remove a member of the board of
      directors for any reason. These provisions of our amended and restated certificate of incorporation may only be amended by a resolution passed by a majority of our Class B common stock. With respect to any other matter submitted to a vote of our
      stockholders, including any vote in connection with our initial business combination, except as required by law, holders of our Class B common stock and holders of our Class A common stock will vote together as a single class, with each share
      entitling the holder to one vote.

     

    

    Preferred Stock

     

    

    Our amended and restated certificate of incorporation provides that shares of preferred stock may be issued from time to time in one or more series. Our board of directors is
      authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. Our
      board of directors is able to, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects. The
      ability of our board of directors to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control of us or the removal of existing management. We have no preferred stock outstanding
      at the date hereof. Although we do not currently intend to issue any shares of preferred stock, we cannot assure you that we will not do so in the future. No shares of preferred stock were issued or registered in the IPO.

     

    

    Redeemable Warrants

     

    

    Public Stockholders’ Warrants

     

    

    Each whole warrant entitles the registered holder to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below, at
      any time commencing on the later of 12 months from the closing of the IPO or 30 days after the completion of our initial business combination. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of
      shares of Class A common stock. This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will
      expire five years after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

     

    

    We will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and have no obligation to settle such warrant exercise unless a
      registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with
      respect to registration. No warrant will be exercisable and we will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or
      deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of
      such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will we be required to net cash settle any warrant. In the event that a registration statement is not effective for the
      exercised warrants, the purchaser of a unit containing such warrant have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit.

     

    
      
        


    

    We are not registering the shares of Class A common stock issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no
      event later than 15 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise
      of the warrants. We will use our commercially reasonable efforts to cause such registration statement to become effective within 60 business days after the closing of our initial business combination and to maintain a current prospectus relating to
      those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if shares of our Class A common stock are at the time of any exercise of a public warrant not listed on a national
      securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in
      accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will use our commercially reasonable efforts to register or qualify the shares
      under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of
      our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we have failed to maintain an effective registration statement, exercise warrants on a “cashless basis”
      in accordance with Section 3(a)(9) of the Securities Act or another exemption. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the lesser of (A) the
      quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” of our Class A common stock over the exercise price of the warrants by (y) the
      fair market value and (B) 0.361 per whole warrant. The “fair market value” as used in this paragraph shall mean the average last reported sale price of the Class A common stock for the ten trading days ending on the third trading day prior to the
      date on which the notice of exercise is received by the warrant agent. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

     

    

    Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. Once the warrants become exercisable,
      we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants):

     

    

    	

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            in whole and not in part;

          


    	

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            at a price of $0.01 per warrant;

          


    	

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            upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and

          


    	

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            if, and only if, the last reported sale price of the Class A common stock for any 10 trading days within a 20-trading day period ending three trading days before we send the notice of
              redemption to the warrant holders (which we refer to as the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrantdescribed in the
              Prospectus under the heading).

          


     

    

    We will not redeem the warrants as described in the Prospectus unless a registration statement under the Securities Act covering the issuance of the Class A common stock
      issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A common stock is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our
      redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.

     

    

    We have established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the
      warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. Any such exercise
      would not be done on a “cashless” basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised. However, the price of the Class A common stock may fall below the $18.00 redemption trigger price (as
      adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described in the Prospectus under the heading “Description of Securities-Redeemable Warrants -Warrants-Public Stockholders’
      Warrants-Anti-Dilution Adjustments”) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued.

     

    
      
        


    

    Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. Once the warrants become exercisable,
      we may redeem the outstanding warrants:

    

    

    	

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            in whole and not in part;

          


    	

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            at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants
              on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” of our Class A common stock (as defined below in the immediately
              following paragraph) except as otherwise described below;

          


    	

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            if, and only if, the Reference Value (as defined in the Prospectus under the heading “Description of Securities-Redeemable Warrants-Redeemable Warrants-Public Stockholders’
              Warrants-Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price
              of a warrant as described in the Prospectus under the heading “-Redeemable Warrants-Public Stockholders’ Warrants-Anti-Dilution Adjustments”); and

          


    	

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            if the Reference Value is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described in the
              Prospectus under the heading “Description of Securities-Redeemable Warrants-Redeemable Warrants-Public Stockholders’ Warrants-Anti-Dilution Adjustments”), the private placement warrants are also concurrently called for redemption on the same
              terms as the outstanding public warrants, as described above.

          


     

    

    Beginning on the date the notice of redemption is given until the warrants are redeemed or exercised, holders who elect to exercise their warrants may only do so on a cashless
      basis. The numbers in the table below represent the number of shares of Class A common stock that a warrant holder will receive upon such cashless exercise in connection with a redemption by us pursuant to this redemption feature, based on the “fair
      market value” of our Class A common stock on the corresponding redemption date (assuming holders elect to exercise their warrants and such warrants are not redeemed for $0.10 per warrant), determined for these purposes based on the volume-weighted
      average price of our Class A common stock as reported during the ten trading days immediately following the date on which the notice of redemption is sent to the holders of warrants, and the number of months that the corresponding redemption date
      precedes the expiration date of the warrants, each as set forth in the table below. We will provide our warrant holders with the final fair market value no later than one business day after the ten-trading day period described in the Prospectus ends.

     

    

    Pursuant to the warrant agreement, references above to Class A common stock shall include a security other than Class A common stock into which the Class A common stock have
      been converted or exchanged for in the event we are not the surviving company in our initial business combination. The numbers in the table below will not be adjusted when determining the number of Class A common stock to be issued upon exercise of
      the warrants if we are not the surviving entity following our initial business combination.

     

    

    The share prices set forth in the column headings of the table below will be adjusted as of any date on which the number of shares issuable upon exercise of a warrant or the exercise price of a warrant is adjusted as set
      forth in the Prospectus under the heading “-Anti-Dilution Adjustments” below. If the number of shares issuable upon exercise of a warrant is adjusted, the adjusted share prices in the column headings will equal the share prices immediately prior to
      such adjustment, multiplied by a fraction, the numerator of which is the exercise price of the warrant after such adjustment and the denominator of which is the price of the warrant immediately prior to such adjustment. In such an event, the number
      of shares in the table below shall be adjusted by multiplying such share amounts by a fraction, the numerator of which is the number of shares deliverable upon exercise of a warrant immediately prior to such adjustment and the denominator of which is
      the number of shares deliverable upon exercise of a warrant as so adjusted. If the exercise price of a warrant is adjusted, (a) in the case of an adjustment pursuant to the fifth paragraph under the heading “-Anti-dilution adjustments” below, the
      adjusted share prices in the column headings will equal the unadjusted share price multiplied by a fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price as set forth in the Prospectus under the heading “
      -Anti-dilution adjustments” and the denominator of which is $10.00 and (b) in the case of an adjustment pursuant to the second paragraph under the heading “- Anti-dilution adjustments” below, the adjusted share prices in the column headings will
      equal the unadjusted share price less the decrease in the exercise price of a warrant pursuant to such exercise price adjustment.

       

      

      
        
          


      

      	
              Redemption Date

              (period to expiration of warrants)

            	
              ​

            	
              Fair Market Value of Class A Common Stock

            
	 	
              ​

            	
              ≤10.00

            	
              ​

            	
              11.00

            	
              ​

            	
              12.00

            	
              ​

            	
              13.00

            	
              ​

            	
              14.00

            	
              ​

            	
              15.00

            	
              ​

            	
              16.00

            	
              ​

            	
              17.00

            	
              ​

            	
              ≥18.00

            
	
              60 months

            	
              ​

            	
              0.261

            	
              ​

            	
              0.281

            	
              ​

            	
              0.297

            	
              ​

            	
              0.311

            	
              ​

            	
              0.324

            	
              ​

            	
              0.337

            	
              ​

            	
              0.348

            	
              ​

            	
              0.358

            	
              ​

            	
              0.361

            
	
              57 months

            	
              ​

            	
              0.257

            	
              ​

            	
              0.277

            	
              ​

            	
              0.294

            	
              ​

            	
              0.310

            	
              ​

            	
              0.324

            	
              ​

            	
              0.337

            	
              ​

            	
              0.348

            	
              ​

            	
              0.358

            	
              ​

            	
              0.361

            
	
              54 months

            	
              ​

            	
              0.252

            	
              ​

            	
              0.272

            	
              ​

            	
              0.291

            	
              ​

            	
              0.307

            	
              ​

            	
              0.322

            	
              ​

            	
              0.335

            	
              ​

            	
              0.347

            	
              ​

            	
              0.357

            	
              ​

            	
              0.361

            
	
              51 months

            	
              ​

            	
              0.246

            	
              ​

            	
              0.268

            	
              ​

            	
              0.287

            	
              ​

            	
              0.304

            	
              ​

            	
              0.320

            	
              ​

            	
              0.333

            	
              ​

            	
              0.346

            	
              ​

            	
              0.357

            	
              ​

            	
              0.361

            
	
              48 months

            	
              ​

            	
              0.241

            	
              ​

            	
              0.263

            	
              ​

            	
              0.283

            	
              ​

            	
              0.301

            	
              ​

            	
              0.317

            	
              ​

            	
              0.332

            	
              ​

            	
              0.344

            	
              ​

            	
              0.356

            	
              ​

            	
              0.361

            
	
              45 months

            	
              ​

            	
              0.235

            	
              ​

            	
              0.258

            	
              ​

            	
              0.279

            	
              ​

            	
              0.298

            	
              ​

            	
              0.315

            	
              ​

            	
              0.330

            	
              ​

            	
              0.343

            	
              ​

            	
              0.356

            	
              ​

            	
              0.361

            
	
              42 months

            	
              ​

            	
              0.228

            	
              ​

            	
              0.252

            	
              ​

            	
              0.274

            	
              ​

            	
              0.294

            	
              ​

            	
              0.312

            	
              ​

            	
              0.328

            	
              ​

            	
              0.342

            	
              ​

            	
              0.355

            	
              ​

            	
              0.361

            
	
              39 months

            	
              ​

            	
              0.221

            	
              ​

            	
              0.246

            	
              ​

            	
              0.269

            	
              ​

            	
              0.290

            	
              ​

            	
              0.309

            	
              ​

            	
              0.325

            	
              ​

            	
              0.340

            	
              ​

            	
              0.354

            	
              ​

            	
              0.361

            
	
              36 months

            	
              ​

            	
              0.213

            	
              ​

            	
              0.239

            	
              ​

            	
              0.263

            	
              ​

            	
              0.285

            	
              ​

            	
              0.305

            	
              ​

            	
              0.323

            	
              ​

            	
              0.339

            	
              ​

            	
              0.353

            	
              ​

            	
              0.361

            
	
              33 months

            	
              ​

            	
              0.205

            	
              ​

            	
              0.232

            	
              ​

            	
              0.257

            	
              ​

            	
              0.280

            	
              ​

            	
              0.301

            	
              ​

            	
              0.320

            	
              ​

            	
              0.337

            	
              ​

            	
              0.352

            	
              ​

            	
              0.361

            
	
              30 months

            	
              ​

            	
              0.196

            	
              ​

            	
              0.224

            	
              ​

            	
              0.250

            	
              ​

            	
              0.274

            	
              ​

            	
              0.297

            	
              ​

            	
              0.316

            	
              ​

            	
              0.335

            	
              ​

            	
              0.351

            	
              ​

            	
              0.361

            
	
              27 months

            	
              ​

            	
              0.185

            	
              ​

            	
              0.214

            	
              ​

            	
              0.242

            	
              ​

            	
              0.268

            	
              ​

            	
              0.291

            	
              ​

            	
              0.313

            	
              ​

            	
              0.332

            	
              ​

            	
              0.350

            	
              ​

            	
              0.361

            
	
              24 months

            	
              ​

            	
              0.173

            	
              ​

            	
              0.204

            	
              ​

            	
              0.233

            	
              ​

            	
              0.260

            	
              ​

            	
              0.285

            	
              ​

            	
              0.308

            	
              ​

            	
              0.329

            	
              ​

            	
              0.348

            	
              ​

            	
              0.361

            
	
              21 months

            	
              ​

            	
              0.161

            	
              ​

            	
              0.193

            	
              ​

            	
              0.223

            	
              ​

            	
              0.252

            	
              ​

            	
              0.279

            	
              ​

            	
              0.304

            	
              ​

            	
              0.326

            	
              ​

            	
              0.347

            	
              ​

            	
              0.361

            
	
              18 months

            	
              ​

            	
              0.146

            	
              ​

            	
              0.179

            	
              ​

            	
              0.211

            	
              ​

            	
              0.242

            	
              ​

            	
              0.271

            	
              ​

            	
              0.298

            	
              ​

            	
              0.322

            	
              ​

            	
              0.345

            	
              ​

            	
              0.361

            
	
              15 months

            	
              ​

            	
              0.130

            	
              ​

            	
              0.164

            	
              ​

            	
              0.197

            	
              ​

            	
              0.230

            	
              ​

            	
              0.262

            	
              ​

            	
              0.291

            	
              ​

            	
              0.317

            	
              ​

            	
              0.342

            	
              ​

            	
              0.361

            
	
              12 months

            	
              ​

            	
              0.111

            	
              ​

            	
              0.146

            	
              ​

            	
              0.181

            	
              ​

            	
              0.216

            	
              ​

            	
              0.250

            	
              ​

            	
              0.282

            	
              ​

            	
              0.312

            	
              ​

            	
              0.339

            	
              ​

            	
              0.361

            
	
              9 months

            	
              ​

            	
              0.090

            	
              ​

            	
              0.125

            	
              ​

            	
              0.162

            	
              ​

            	
              0.199

            	
              ​

            	
              0.237

            	
              ​

            	
              0.272

            	
              ​

            	
              0.305

            	
              ​

            	
              0.336

            	
              ​

            	
              0.361

            
	
              6 months

            	
              ​

            	
              0.065

            	
              ​

            	
              0.099

            	
              ​

            	
              0.137

            	
              ​

            	
              0.178

            	
              ​

            	
              0.219

            	
              ​

            	
              0.259

            	
              ​

            	
              0.296

            	
              ​

            	
              0.331

            	
              ​

            	
              0.361

            
	
              3 months

            	
              ​

            	
              0.034

            	
              ​

            	
              0.065

            	
              ​

            	
              0.104

            	
              ​

            	
              0.150

            	
              ​

            	
              0.197

            	
              ​

            	
              0.243

            	
              ​

            	
              0.286

            	
              ​

            	
              0.326

            	
              ​

            	
              0.361

            
	
              0 months

            	
              ​

            	
              -

            	
              ​

            	
              -

            	
              ​

            	
              0.042

            	
              ​

            	
              0.115

            	
              ​

            	
              0.179

            	
              ​

            	
              0.233

            	
              ​

            	
              0.281

            	
              ​

            	
              0.323

            	
              ​

            	
              0.361

            


       

      

      The exact fair market value and redemption date may not be set forth in the table above, in which case, if the fair market value is between two values in the table or the
        redemption date is between two redemption dates in the table, the number of shares of Class A common stock to be issued for each warrant exercised will be determined by a straight-line interpolation between the number of shares set forth for the
        higher and lower fair market values and the earlier and later redemption dates, as applicable, based on a 365 or 366-day year, as applicable. For example, if the volume weighted average price of our Class A common stock as reported during the ten
        trading days immediately following the date on which the notice of redemption is sent to the holders of warrants is $11.00 per share, and at such time there are 57 months until the expiration of the warrants, holders may choose to, in connection
        with this redemption feature, exercise their warrants for 0.277 shares of Class A common stock for each whole warrant. For an example where the exact fair market value and redemption date are not as set forth in the table above, if the volume
        weighted average price of our Class A common stock as reported during the ten trading days immediately following the date on which the notice of redemption is sent to the holders of warrants is $13.50 per share, and at such time there are 38 months
        until the expiration of the warrants, holders may choose to, in connection with this redemption feature, exercise their warrants for 0.298 shares of Class A common stock for each whole warrant. In no event will the warrants be exercisable on a
        cashless basis in connection with this redemption feature for more than 0.361 shares of Class A common stock per whole warrant (subject to adjustment). Finally, as reflected in the table above, if the warrants are out of the money and about to
        expire, they cannot be exercised on a cashless basis in connection with a redemption by us pursuant to this redemption feature, since they will not be exercisable for any Class A common stock.

       

      
        
          


      

      This redemption feature differs from the typical warrant redemption features used in some other blank check offerings, which typically only provide for a redemption of
        warrants for cash (other than the private placement warrants) when the trading price for the Class A common stock exceeds $18.00 per share for a specified period of time. This redemption feature is structured to allow for all of the outstanding
        warrants to be redeemed when the Class A common stock is trading at or above $10.00 per share, which may be at a time when the trading price of our Class A common stock is below the exercise price of the warrants. We have established this
        redemption feature to provide us with the flexibility to redeem the warrants without the warrants having to reach the $18.00 per share threshold set forth in the Prospectus under “-Redemption of warrants when the price per share of Class A common
        stock equals or exceeds $18.00.” Holders choosing to exercise their warrants in connection with a redemption pursuant to this feature will, in effect, receive a number of shares for their warrants based on an option pricing model with a fixed
        volatility input as of the effective date of the Company’s registration statement covering the IPO. This redemption right provides us with an additional mechanism by which to redeem all of the outstanding warrants, and therefore have certainty as
        to our capital structure as the warrants would no longer be outstanding and would have been exercised or redeemed. We will be required to pay the applicable redemption price to warrant holders if we choose to exercise this redemption right and it
        will allow us to quickly proceed with a redemption of the warrants if we determine it is in our best interest to do so. As such, we would redeem the warrants in this manner when we believe it is in our best interest to update our capital structure
        to remove the warrants and pay the redemption price to the warrant holders.

       

      

      As stated above, we can redeem the warrants when the shares of Class A common stock are trading at a price starting at $10.00, which is below the exercise price of $11.50,
        because it will provide certainty with respect to our capital structure and cash position while providing warrant holders with the opportunity to exercise their warrants on a cashless basis for the applicable number of shares. If we choose to
        redeem the warrants when the shares of Class A common stock are trading at a price below the exercise price of the warrants, this could result in the warrant holders receiving fewer shares of Class A common stock than they would have received if
        they had chosen to wait to exercise their warrants for shares of Class A common stock if and when such shares of Class A common stock were trading at a price higher than the exercise price of $11.50.

       

      

      No fractional shares of Class A common stock will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, we will
        round down to the nearest whole number of shares of Class A common stock to be issued to the holder. If, at the time of redemption, the warrants are exercisable for a security other than Class A common stock pursuant to the warrant agreement (for
        instance, if we are not the surviving company in our initial business combination), the warrants may be exercised for such security. At such time as the warrants become exercisable for a security other than Class A common stock, the Company (or
        surviving company) will use its commercially reasonable efforts to register under the Securities Act the security issuable upon the exercise of the warrants.

       

      

      Redemption procedures. A holder of a warrant may notify us in writing in the event it elects to be subject to a requirement that such
        holder will not have the right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates or any person subject to aggregation with such person for the purposes of the
        “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which such person is or may be deemed to be a part), to the warrant agent’s actual knowledge, would
        beneficially own in excess of 4.9% or 9.8% (or such other amount as a holder may specify) of the shares of Class A common stock outstanding immediately after giving effect to such exercise.

       

      

      Anti-dilution adjustments. If the number of outstanding shares of Class A common stock is increased by a stock dividend payable in
        shares of Class A common stock, or by a split-up of shares of Class A common stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Class A common stock issuable on
        exercise of each warrant will be increased in proportion to such increase in the outstanding shares of Class A common stock. A rights offering to holders of Class A common stock entitling holders to purchase shares of Class A common stock at a
        price less than the historical fair market value (as defined below) will be deemed a stock dividend of a number of shares of Class A common stock equal to the product of (i) the number of shares of Class A common stock actually sold in such rights
        offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A common stock) and (ii) one minus the quotient of (x) the price per share of Class A common stock paid in such
        rights offering divided by (y) the historical fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A common stock, in determining the price payable for Class A common stock,
        there will be taken into account any consideration received for such rights, as well as any additional amount payable upon conversion or exercise and (ii) “historical fair market value” means the volume weighted average price of Class A common
        stock as reported during the ten trading day period ending on the trading day prior to the first date on which the shares of Class A common stock trade on the applicable exchange or in the applicable market, regular way, without the right to
        receive such rights.

       

      
        
          


      

      In addition, if we, at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders of
        Class A common stock on account of such shares of Class A common stock (or other shares of our capital stock into which the warrants are convertible), other than (a) as described above, (b) certain ordinary cash dividends (initially defined as up
        to $0.50 per share in a 365 day period), (c) to satisfy the redemption rights of the holders of Class A common stock in connection with the completion of our initial business combination, (d) to satisfy the redemption rights of the holders of Class
        A common stock in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial
        business combination or to redeem 100% of our public shares and CAVU shares if we do not complete our initial business combination within 24 months from the closing of the IPO or (B) with respect to any other provision relating to stockholders’
        rights or pre-initial business combination activity, or (e) in connection with the redemption of our public shares and CAVU shares upon our failure to complete our initial business combination, then the warrant exercise price will be decreased,
        effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share of Class A common stock in respect of such event.

       

      

      If the number of outstanding shares of our Class A common stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Class A
        common stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Class A common stock issuable on exercise of each warrant will be
        decreased in proportion to such decrease in outstanding shares of Class A common stock.

       

      

      Whenever the number of shares of Class A common stock purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be
        adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of shares of Class A common stock purchasable upon the exercise of the warrants immediately prior to
        such adjustment, and (y) the denominator of which will be the number of shares of Class A common stock so purchasable immediately thereafter.

       

      

      In addition, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial
        business combination at a Newly Issued Price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by our board of directors and, (i) in the case of any such issuance to HumanCo, CAVU, our
        sponsor or any of their respective affiliates, without taking into account any founder shares or CAVU shares held by HumanCo, CAVU, our sponsor or such affiliates, as applicable, prior to such issuance, and (ii) to the extent that such issuance is
        made to HumanCo, CAVU or any of their respective affiliates, without taking into account the transfer of founder shares, CAVU shares or private placement warrants (including if such transfer is effectuated as a surrender to us and subsequent
        reissuance by us) by our sponsor, HumanCo or CAVU in connection with such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our
        initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the Market Value is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to
        be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described in the Prospectus under “-Redemption of warrants when the price per share of Class A common stock equals or
        exceeds $18.00” and “-Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the
        $10.00 per share redemption trigger price described in the Prospectus under “-Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the
        Market Value and the Newly Issued Price.

       

      
        
          


      

      In case of any reclassification or reorganization of the outstanding shares of Class A common stock (other than those described in the Prospectus or that solely affects the
        par value of such shares of Class A common stock), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation or merger in which we are the continuing corporation and that does not result in any
        reclassification or reorganization of our outstanding shares of Class A common stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety or substantially as an entirety in
        connection with which we are dissolved, the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the shares of our Class A common
        stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification,
        reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received if such holder had exercised their warrants immediately prior to such event. If less than 70% of
        the consideration receivable by the holders of Class A common stock in such a transaction is payable in the form of Class A common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an
        established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises the warrant within thirty days following public disclosure of such
        transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the Black-Scholes value (as defined in the warrant agreement) of the warrant. The purpose of such exercise price reduction is to provide
        additional value to holders of the warrants when an extraordinary transaction occurs during the exercise period of the warrants pursuant to which the holders of the warrants otherwise do not receive the full potential value of the warrants in order
        to determine and realize the option value component of the warrant. This formula is to compensate the warrant holder for the loss of the option value portion of the warrant due to the requirement that the warrant holder exercise the warrant within
        30 days of the event. The Black-Scholes model is an accepted pricing model for estimating fair market value where no quoted market price for an instrument is available.

       

      

      The warrants are issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. You should review a
        copy of the warrant agreement, which was filed as an exhibit to the registration statement of which the Prospectus forms a part, for a complete description of the terms and conditions applicable to the warrants. The warrant agreement provides that
        the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding public warrants to make any change
        that adversely affects the interests of the registered holders of public warrants.

       

      

      The warrant holders do not have the rights or privileges of holders of Class A common stock and any voting rights until they exercise their warrants and receive shares of
        Class A common stock. After the issuance of shares of Class A common stock upon exercise of the warrants, each holder will be entitled to one (1) vote for each share held of record on all matters to be voted on by holders of Class A common stock.

       

      

      No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share,
        we will, upon exercise, round down to the nearest whole number of shares of Class A common stock to be issued to the warrant holder.

       

      

      CAVU Warrants

       

      

      Except as described below, the CAVU warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in this offering, including
        as to exercise price, exercisability, exercise period and redemption.

       

      

      The CAVU warrants (including the Class A common stock issuable upon exercise of the CAVU warrants) ware not transferable, assignable or salable until 30 days after the
        completion of our initial business combination (except, among limited exceptions as described under the section of the Prospectus entitled “Principal Stockholders-Restrictions on Transfers of Founder Shares, Private Placement Warrants, CAVU Shares
        and CAVU Warrants,” to our officers and directors and other persons or entities affiliated with CAVU, including its limited partners). In addition, the CAVU warrants are entitled to registration rights as described under “Description of
        Securities-Registration and Stockholder Rights.”

       

      
        
          


      

      Private Placement Warrants

       

      

      The private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) are not transferable, assignable or salable until
        30 days after the completion of our initial business combination (except, among limited exceptions as described under the section of the Prospectus entitled “Principal Stockholders- Restrictions on Transfers of Founder Shares, Private Placement
        Warrants, CAVU Shares and CAVU Warrants,” to our officers and directors and other persons or entities affiliated with our sponsor) and they will not be redeemable by us (except as described below under “Description of Securities-Redeemable
        Warrants-Public Stockholders’ Warrants-Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00”) so long as they are held by our sponsor or its permitted transferees. Our sponsor, or its permitted
        transferees, has the option to exercise the private placement warrants on a cashless basis. Except as described below, the private placement warrants have terms and provisions that are identical to those of the warrants being sold as part of the
        units in this offering, including as to exercise price, exercisability and exercise period. If the private placement warrants are held by holders other than the sponsor or its permitted transferees, the private placement warrants will be redeemable
        by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering.

       

      

      Except as described in the Prospectus under “Description of Securities-Redeemable Warrants-Public Stockholders’ Warrants-Redemption of warrants when the price per share of
        Class A common stock equals or exceeds $10.00,” if holders of the private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering the warrants for that number of shares of Class A common
        stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” of our Class A common stock over the exercise price of the
        warrants by (y) the fair market value. The “fair market value” shall mean the average last reported sale price of the Class A common stock for the ten trading days ending on the third trading day prior to the date on which the notice of exercise is
        received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable. The reason that we have agreed that these warrants are exercisable on a cashless basis so long as they are held by the sponsor or
        its permitted transferees is because it is not known at this time whether they will be affiliated with us following an initial business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be
        significantly limited. We expect to have policies in place that prohibit insiders from selling our securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell our securities, an
        insider cannot trade in our securities if he or she is in possession of material non-public information. Accordingly, unlike public stockholders who could sell the shares of Class A common stock issuable upon exercise of the warrants freely in the
        open market, the insiders could be significantly restricted from doing so. As a result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate.

       

      

      In order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and
        directors may, but are not obligated to, loan us funds as may be required. Up to $2,000,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private
        placement warrants, including as to exercise price, exercisability and exercise period. The terms of such working capital loans, if any, have not been determined and no written agreements exist with respect to such loans.

       

      

      Our sponsor has agreed not to transfer, assign or sell any of the private placement warrants (including the Class A common stock issuable upon exercise of any of these
        warrants) until the date that is 30 days after the date we complete our initial business combination, except that, among other limited exceptions, transfers made to our officers and directors and other persons or entities affiliated with our
        sponsor.

       

      

      Our Transfer Agent and Warrant Agent

       

      

      The transfer agent for our common stock and warrant agent for our warrants is Continental Stock Transfer & Trust Company. We have agreed to indemnify Continental Stock
        Transfer & Trust Company in its roles as transfer agent and warrant agent, its agents and each of its stockholders, directors, officers and employees against all claims and losses that may arise out of acts performed or omitted for its
        activities in that capacity, except for any liability due to any gross negligence, willful misconduct or bad faith of the indemnified person or entity.

       

      

      Our Amended and Restated Certificate of Incorporation

       

      

      Our amended and restated certificate of incorporation will contain certain requirements and restrictions relating to the IPO that will apply to us until the completion of our
        initial business combination. These provisions cannot be amended without the approval of the holders of 65% of our common stock. Our initial stockholders and CAVU, who will collectively beneficially own 26.5% of our common stock upon the closing of
        the IPO (including the CAVU shares and assuming (x) they do not purchase any units in the IPO and (y) no exercise of the underwriter’s over-allotment option), will participate in any vote to amend our amended and restated certificate of
        incorporation and have the discretion to vote in any manner they choose. Specifically, our amended and restated certificate of incorporation provides, among other things, that:

       

      

      
        
          


      

      	

            	•	
              If we do not complete our initial business combination within 24 months from the closing of the IPO or during any Extension Period, we will (i) cease all operations except for the
                purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the public shares and the CAVU shares, at a per-share price, payable
                in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of
                interest to pay dissolution expenses), divided by the number of then outstanding public shares and CAVU shares, which redemption will completely extinguish public stockholders’ and holders of CAVU shares’ rights as stockholders (including
                the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of
                directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law;

            


      	

            	•	
              Prior to or in connection with our initial business combination (other than pursuant to the CAVU private placement), we may not issue additional shares of capital stock that would
                entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on our initial business combination;

            


      	

            	•	
              Although we do not intend to enter into an initial business combination with a target business that is affiliated with HumanCo, CAVU, or our sponsor, officers or directors, we are not
                prohibited from doing so. In the event we enter into such a transaction, we, or a committee of independent directors, will, to the extent required by applicable law or based upon the direction of our board of directors or a committee
                thereof, obtain an opinion from an independent investment banking firm or another entity that commonly renders valuation opinions that such an initial business combination is fair to our company from a financial point of view;

            


      	

            	•	
              If a stockholder vote on our initial business combination is not required by law and we do not decide to hold a stockholder vote for business or other reasons, we will offer to redeem
                our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other
                information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act; whether or not we maintain our registration under the our Exchange Act or our listing on Nasdaq, we will
                provide our public stockholders with the opportunity to redeem their public shares by one of the two methods listed above;

            


      	

            	•	
              Our initial business combination will be approved by a majority of our independent directors;

            


      	

            	•	
              Our initial business combination must occur with one or more businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account
                (excluding the deferred underwriting fees and taxes payable) at the time of our signing a definitive agreement in connection with our initial business combination;

            


      	

            	•	
              If our stockholders approve an amendment to our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to allow redemption in
                connection with our initial business combination or to redeem 100% of our public shares and CAVU shares if we do not complete our initial business combination within 24 months from the closing of the IPO or (ii) with respect to any other
                provision relating to stockholders’ rights or pre-business combination activity, we will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon such approval at a
                per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account (excluding any amounts then on deposit in the trust account that are allocable to the CAVU shares), including interest earned on the funds
                held in the trust account (excluding any interest earned on the funds held in the trust account that are allocable to the CAVU shares) and not previously released to us to pay our franchise and income taxes, divided by the number of then
                outstanding public shares; and

            


      	

            	•	
              We will not effectuate our initial business combination with another blank check company or a similar company with nominal operations.

            


       

      

      In addition, our amended and restated certificate of incorporation will provide that under no circumstances will we redeem our public shares in an amount that would cause our
        net tangible assets to be less than $5,000,001 upon consummation of our initial business combination and after payment of deferred underwriting commissions.

       

      
        
          


      

      Certain Anti-Takeover Provisions of Delaware Law and our Amended and Restated Certificate of Incorporation and Bylaws

       

      

      Our amended and restated certificate of incorporation will opt out of Section 203 of the DGCL. However, our amended and restated certificate of incorporation will contain
        similar provisions providing that we may not engage in certain “business combinations” with any “interested stockholder” for a three-year period following the time that the stockholder became an interested stockholder, unless:

       

      

      	

            	•	
              prior to such time, our board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

            


      	

            	•	
              upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding
                at the time the transaction commenced, excluding certain shares; or

            


      	

            	•	
              at or subsequent to that time, the business combination is approved by our board of directors and by the affirmative vote of holders of at least 662∕3% of the outstanding voting stock
                that is not owned by the interested stockholder.

            


       

      

      Our authorized but unissued common stock and preferred stock is available for future issuances without stockholder approval and could be utilized for a variety of corporate
        purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could render more difficult or discourage an attempt
        to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

       

      

      Exclusive forum for certain lawsuits

       

      

      Our amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that derivative actions brought in our name, actions against
        directors, officers and employees for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware, except any action (A) as to which the Court of Chancery in the State of Delaware
        determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such
        determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction, or (D) any action created by the Exchange Act or
        any other claim for which the federal courts have exclusive jurisdiction. If an action is brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel. Unless we
        consent in writing to the selection of an alternative forum, the federal district courts of the United States shall be the exclusive forum for any action arising under the Securities Act. Although we believe this provision will benefit us by
        providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, a court may determine that this provision is unenforceable, and to the extent it is enforceable, the provision may have the effect of
        discouraging lawsuits against our directors and officers, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder.

       

      

      Our amended and restated certificate of incorporation will provide that the exclusive forum provision will be applicable to the fullest extent permitted by applicable law.
        Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not
        apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.

       

      

      Special meeting of stockholders

       

      

      Our bylaws provide that special meetings of our stockholders may be called only by a majority vote of our board of directors or by either our Chief Executive Officer or our
        Chairman.

       

      
        
          


      

      Advance notice requirements for stockholder proposals and director nominations

       

      

      Our bylaws provide for advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made
        by or at the direction of our board of directors or a committee of our board of directors. In order for any matter to be “properly brought” before a meeting, a stockholder would have to comply with advance notice requirements and provide us with
        certain information. Generally, to be timely, a stockholder’s notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary date of the immediately preceding annual meeting of
        stockholders. Our bylaws will also specify requirements as to the form and content of a stockholder’s notice. Our bylaws will allow the chairman of the meeting at a meeting of the stockholders to adopt rules and regulations for the conduct of
        meetings, which may have the effect of precluding the conduct of certain business at a meeting if the rules and regulations are not followed. These provisions may also defer, delay or discourage a potential acquirer from conducting a solicitation
        of proxies to elect the acquirer’s own slate of directors or otherwise attempting to influence or obtain control of us.

       

      

      Action by written consent

       

      

      Subsequent to the consummation of the IPO, any action required or permitted to be taken by our common stockholders must be effected by a duly called annual or special meeting
        of such stockholders and may not be effected by written consent of the stockholders other than with respect to our Class B common stock.

       

      

      Class B common stock consent right

       

      

      For so long as any shares of Class B common stock remain outstanding, we may not, without the prior vote or written consent of the holders of a majority of the shares of
        Class B common stock then outstanding, voting separately as a single class, amend, alter or repeal any provision of our amended and restated certificate of incorporation, whether by merger, consolidation or otherwise, if such amendment, alteration
        or repeal would alter or change the powers, preferences or relative, participating, optional or other or special rights of the Class B common stock. Any action required or permitted to be taken at any meeting of the holders of Class B common stock
        may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the outstanding Class B common stock having not less than the minimum
        number of votes that would be necessary to authorize or take such action at a meeting at which all shares of Class B common stock were present and voted.