Preheat oven to 250°F. Place popcorn in large bowl, set aside. Line rimmed cookie sheet with parchment paper.
In medium saucepan, melt butter over medium heat. Stir in honey, brown sugar and salt. Bring mixture to boil, stirring constantly. Reduce heat to low and continue to simmer 5 minutes without stirring.
Remove from heat, stir in baking soda and five-spice powder. Pour mixture over popcorn and quickly mix to coat. Spread coated popcorn onto prepared cookie sheet and bake 40 minutes, stirring every 10 to 15 minutes with spatula.
Cool completely before packaging. Store caramel corn in airtight container at room temperature up to 5 days.