Item 2.01 Completion of Acquisition of Disposition of Assets.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding the beneficial ownership of shares of Common Stock as of the Closing Date, after giving effect to the Closing, by:

· each person known by the Company to be the beneficial owner of more than 5% of


   Common Stock upon the Closing of the Business Combination;

· each of the Company's executive officers and directors; and

· all of the Company's executive officers and directors as a group upon the


   Closing.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and restricted stock units that are currently exercisable or vested or that will become exercisable or vest within 60 days. This table is based upon information supplied by officers, directors and principal stockholders and Schedules 13G or 13D filed with the SEC. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, the Company believes that all persons named in the table have sole voting and investment power with respect to all shares of Common Stock beneficially owned by them. The beneficial ownership percentages set forth in the table below are based on approximately 97,924,743 shares of Common Stock issued and outstanding as of the Closing Date.











                                                              Number of          % of
Name and Address of Beneficial Owner(1)                         Shares          Shares
5% and Greater Stockholders
Jonathan Webb                                                  18,341,499            18.7 %
Entities Affiliated with FMR, LLC(2)                           12,500,000            12.8
Inclusive Capital Partners Spring Master Fund, L.P.(3)         11,798,704            12.0
Alyeska Master Fund, L.P.(4)                                    6,000,000             6.1
Rise of the Rest Seed Fund, LP(5)                               5,396,594             5.5
Directors and Executive Officers
Jonathan Webb                                                  18,341,499            18.7
Loren Eggleton(6)                                                 271,040               *
Marcella Butler                                                         -               -
David Lee(7)                                                       35,838               *
Kiran Bhatraju                                                    550,663               *
Dave Chen(8)                                                    3,293,985             3.4
Greg Couch(9)                                                     256,316               *
Robert J. Laikin                                                  439,135               *
Anna Mason                                                              -               -
Martha Stewart(10)                                                147,158               *
Jeffrey Ubben(3)                                               11,798,704            12.0
J.D. Vance(11)                                                  2,939,577             3.0
All directors and executive officers (12 individuals) as a
group(12)                                                      38,073,915            38.9 %






 * Less than 1%.

(1) Unless otherwise indicated, the business address of each of the directors and

executive officers of the Company is C/O AppHarvest, Inc., 500 Appalachian

Way, Morehead, KY 40351.

(2) Consists of (i) 485,276 shares of Common Stock purchased in the PIPE by


     Fidelity Mt. Vernon Street Trust: Fidelity Series Growth Company Fund, (ii)
     2,170,878 shares of Common Stock purchased in the PIPE by Fidelity Mt. Vernon
     Street Trust: Fidelity Growth Company Fund, (iii) 2,041,529 shares of Common
     Stock purchased in the PIPE by Fidelity Growth Company Commingled Pool, (iv)
     302,318 shares of Common Stock purchased in the PIPE by Fidelity Mt. Vernon
     Street Trust: Fidelity Growth Company K6 Fund, (v) 1,824,864 shares of Common
     Stock purchased in the PIPE by Fidelity Securities Fund: Fidelity Blue Chip
     Growth Fund, (vi) 56,448 shares of Common Stock purchased in the PIPE by
     Fidelity Blue Chip Growth Commingled Pool, (vii) 3,042 shares of Common Stock
     purchased in the PIPE by Fidelity Securities Fund: Fidelity Flex Large Cap
     Growth Fund, (viii) 195,665 shares of Common Stock purchased in the PIPE by
     Fidelity Securities Fund: Fidelity Blue Chip Growth K6 Fund, (ix) 5,509
     shares of Common Stock purchased in the PIPE by Fidelity Blue Chip Growth
     Institutional Trust, (x) 251,069 shares of Common Stock purchased in the PIPE
     by Fidelity Securities Fund: Fidelity Series Blue Chip Growth Fund, (xi)
     163,402 shares of Common Stock purchased in the PIPE by FIAM Target Date Blue
     Chip Growth Commingled Pool, (xii) 608,885 shares of Common Stock purchased
     in the PIPE by Variable Insurance Products Fund III: Growth Opportunities
     Portfolio, (xiii) 3,990,851 shares of Common Stock purchased in the PIPE by
     Fidelity Advisor Series I: Fidelity Advisor Growth Opportunities Fund, (xiv)
     117,259 shares of Common Stock purchased in the PIPE by Fidelity Advisory
     Series I: Fidelity Advisor Series Growth Opportunities Fund, (xv) 104,394
     shares of Common Stock purchased in the PIPE by Fidelity U.S. Growth
     Opportunities Investment Trust and (xvi) 178,611 shares of Common Stock
     purchased in the PIPE by Fidelity NorthStar Fund. These accounts are managed
     by direct or indirect subsidiaries of FMR LLC. Abigail P. Johnson is a
     director, the chairman, the chief executive officer and the president of FMR
     LLC. Members of the Johnson family, including Abigail P. Johnson, are the
     predominant owners, directly or through trusts, of Series B voting common
     shares of FMR LLC, representing 49% of the voting power of FMR LLC. The
     Johnson family group and all other Series B shareholders of FMR LLC have
     entered into a shareholders' voting agreement under which all Series B voting
     common shares will be voted in accordance with the majority vote of Series B
     voting common shares. Accordingly, through their ownership of voting common
     shares and the execution of the shareholders' voting agreement, members of
     the Johnson family may be deemed, under the Investment Company Act of 1940,
     to form a controlling group with respect to FMR LLC. Neither FMR LLC nor
     Abigail P. Johnson has the sole power to vote or direct the voting of the
     shares owned directly by the various investment companies registered under
     the Investment Company Act of 1940 (the "Fidelity Funds") advised by Fidelity
     Management & Research Company, a wholly owned subsidiary of FMR LLC, which
     power resides with the Fidelity Funds' Boards of Trustees. Fidelity
     Management & Research Company carries out the voting of the shares under
     written guidelines established by the Fidelity Funds' Boards of Trustees. The
     principal business address for each person and entity named in this footnote
     is 245 Summer Street, Boston, MA 02110.

(3) These shares are held by Inclusive Capital Partners Spring Master Fund, L.P.

Jeffrey Ubben is the controlling member of the management committee of
     Inclusive Capital Partners, L.L.C., the general partner of Inclusive Capital
     Partners, L.P., the investment manager to Inclusive Capital Partners Spring
     Master Fund, L.P. The principal business address of In-Cap Spring Master Fund
     is 572 Ruger Street, Suite B, San Francisco, CA 94129.

(4) Alyeska Investment Group, L.P., the investment manager of Alyeska Master

Fund, L.P., has voting and investment control of these shares. Anand Parekh
     is the Chief Executive Officer of Alyeska Investment Group, L.P. and may be
     deemed to be the beneficial owner of such shares. Mr. Parekh, however,
     disclaims beneficial ownership of shares held by Alyeska Master Fund, L.P.
     The principal business address of Alyeska Master Fund, L.P. is 77 W. Wacker,
     Suite 700, Chicago, IL 60601.

(5) Stephen M. Case holds sole voting and dispositive power over the shares held

by Rise of the Rest Seed Fund, LP ("ROTR"). The principal business address of

ROTR is 1717 Rhode Island Avenue NW, Suite 1000, Washington, DC 20036.

(6) Consists of (i) 234,080 shares of Common Stock and (ii) 36,960 shares of

Common Stock issuable upon the exercise of options exercisable within 60 days

of the Closing Date.

(7) Consists of shares of Common Stock issuable upon the settlement of restricted

stock units that will vest within 60 days of the Closing Date.

(8) These shares are held by CEFF AppHarvest Equity Holdings, LLC ("CEFF

AppHarvest"). Dave Chen is the CEO and Chairman of Equilibrium Controlled
     Environment Foods Fund, LLC. CEFF AppHarvest is a subsidiary of Controlled
     Environment Foods Fund (AIV II), LLC, both of which are managed by EqCEF I,
     LLC ("Eq Manager"). Eq Manager appoints an investment committee which holds
     voting and dispositive power over the shares held by CEFF AppHarvest and is
     currently comprised of R. Thomas Amis, Dave Chen, John J. Pierrepont and
     Marco de Bruin. The principal business address of CEFF AppHarvest is 411 NW
     Park Ave., Suite 401, Portland, OR 97209.

(9) These shares are held by Couch Holdings II, LLC ("Couch Holdings"). Greg


     Couch is the Managing Member of Couch Holdings. The principal business
     address of Couch Holdings is 250 West Main Street, Suite 3150, Lexington, KY
     40507.

(10) Consists of shares of Common Stock issuable upon the exercise of options

exercisable within 60 days of the Closing Date.

(11) These shares are held by Narya Capital Fund I, L.P. ("Narya"). J.D. Vance is

a Partner of Narya. The principal business address of Narya is 1435 Vine

Street, Cincinnati, OH 45202.

(12) Consists of (i) 37,853,959 shares of Common Stock, (ii) 184,118 shares of


      Common Stock issuable upon the exercise of options exercisable within 60
      days of the Closing Date and (iii) 35,838 shares of Common Stock issuable
      upon the settlement of restricted stock units that will vest within 60 days
      of the Closing Date.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The audited consolidated financial statements of Legacy AppHarvest as of and for the years ended December 31, 2020 and 2019 and related notes are filed herewith as Exhibit 99.1 and incorporated herein by reference.

Also included herewith as Exhibit 99.2 and incorporated herein by reference is the Management's Discussion and Analysis of Financial Condition and Results of Operations of Legacy AppHarvest for the year ended December 31, 2020.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined financial information of the Company as of and for the year ended December 31, 2020 is set forth in Exhibit 99.3 hereto and is incorporated herein by reference.





(d) Exhibits.




Exhibit No.                                 Description

  10.1          Legacy AppHarvest 2018 Equity Incentive Plan, as amended.
  10.2          Forms of Notice of Grant, Stock Option Agreement, Notice of Exercise
              and Notice of Early Exercise under Legacy AppHarvest 2018 Equity
              Incentive Plan.
  10.3          Forms of Restricted Stock Unit Grant Notice and Restricted Stock Unit
              Agreement under Legacy AppHarvest 2018 Equity Incentive Plan.
  10.4          2021 Equity Incentive Plan.
  10.5          Forms of Stock Option Grant Notice and Stock Option Agreement under
              the 2021 Equity Incentive Plan.
  10.6          Forms of Restricted Stock Unit Award Grant Notice and Restricted Stock
              Unit Award Agreement under the 2021 Equity Incentive Plan.
  10.7          2021 Employee Stock Purchase Plan.
  99.1          Audited Consolidated Financial Statements of Legacy AppHarvest as of
              and for the years ended December 31, 2020 and 2019.
  99.2          Management's Discussion and Analysis of Financial Condition and
              Results of Operations for Legacy AppHarvest for the year ended December
              31, 2020.
  99.3          Unaudited Pro Forma Condensed Combined Financial Information as of and
              for the year ended December 31, 2020.

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