As filed with the Securities and Exchange Commission on August 2, 2021

Registration No. 333-254597

  

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

____________________________________

AMENDMENT NO. 4
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

____________________________________

ALPHA HEALTHCARE ACQUISITION CORP.

(Exact name of Registrant as specified in its charter)

____________________________________

Delaware

 

6770

 

85-1763759

(State or other jurisdiction of
incorporation or organization)

 

(Primary Standard Industrial
Classification Code Number)

 

(I.R.S. Employer
Identification No.)

1177 Avenue of the Americas, 5th Floor
New York, New York 10036
Telephone: (646) 494-3296

(Address, including zip code and telephone number, including area code, of Registrant’s principal executive offices)

____________________________________

Rajiv Shukla
Chairman and Chief Executive Officer 
1177 Avenue of the Americas, 5
th Floor
New York, New York 10036
(646) 494
-3296
(Name, address, including zip code, and telephone number, including area code, of agent for service)

____________________________________

Copies to:

Laurie A. Burlingame
Michael R. Patrone
Jocelyn M. Arel
Thomas S. Levato
Goodwin Procter LLP
The New York Times Building
620 Eighth Avenue
New York, NY 10018-1405
(212) 813
-8800

 

Kerry S. Burke
Michael Riella
Covington & Burling LLP

One City Center

850 10th Street, N.W.
Washington, D.C. 20001-4956
(202) 662-6000

 

Jack Bodner
Brian K. Rosenzweig
Covington & Burling LLP
The New York Times Building
620 8
th Avenue
New York, N.Y. 10018
(212) 841
-1000

____________________________________

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement is declared effective and all other conditions to the transactions contemplated by the Business Combination Agreement described in the enclosed proxy statement/prospectus have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

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

Large accelerated filer

 

 

Accelerated filer

 

Non-accelerated filer

 

 

Smaller reporting company

 

       

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. 

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) 

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) 

 

Table of Contents

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered

 

Amount to be
registered(1)(2)

 

Proposed
maximum
offering price
per share(3)

 

Proposed
maximum
aggregate
offering price

 

Amount of
registration
fee
(4)(5)

Class A Common Stock, par value $0.0001

 

95,000,000

 

$

10.69

 

$

1,015,550,000.00

 

$

110,796.51

____________

(1)      The number of shares of Class A Common Stock of Alpha Healthcare Acquisition Corp. (“AHAC”) being registered represents the estimated maximum number of shares of Class A Common Stock to be issued in connection with the proposed business combination described herein.

(2)      Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(3)      Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Class A Common Stock on March 19, 2021. This calculation is in accordance with Rule 457(f)(1) of the Securities Act of 1933, as amended.

(4)      Calculated by multiplying the proposed maximum aggregate offering price of securities to be registered by 0.0001091.

(5)      Registration fee previously paid.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said section 8(a), may determine.

  

 

Table of Contents

The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus does not constitute an offer to sell or a solicitation of offers to buy these securities in any jurisdiction in which such offer or sale is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION, DATED AUGUST 2, 2021

PROXY STATEMENT FOR SPECIAL MEETING OF

ALPHA HEALTHCARE ACQUISITION CORP.

PROSPECTUS FOR 95,000,000 SHARES OF CLASS A COMMON STOCK

____________________________________

All of the members of the board of directors of Alpha Healthcare Acquisition Corp., a Delaware corporation (“AHAC”), voting on the transaction approved the Business Combination Agreement, dated as of February 17, 2021 (as amended from time to time, the “Business Combination Agreement”), by and among AHAC, Hunter Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of AHAC (“Merger Sub”), and Humacyte, Inc. (“Humacyte”), pursuant to which Merger Sub will merge with and into Humacyte, with Humacyte surviving as a wholly owned subsidiary of AHAC (the “Business Combination”). In connection with the consummation of the Business Combination, AHAC will change its corporate name to “Humacyte, Inc.” In this proxy statement/prospectus, when we refer to “Humacyte” we mean Humacyte, Inc. prior to the consummation of the Business Combination, and when we refer to “New Humacyte” or the “Combined Company” we mean Alpha Healthcare Acquisition Corp., under its new corporate name after the consummation of the Business Combination.

At the effective time of the Business Combination (the “Effective Time”), (i) each outstanding share of Humacyte common stock will be cancelled and converted into the right to receive a number of shares of common stock of New Humacyte (the “New Humacyte common stock”) equal to the Exchange Ratio (as defined in this proxy statement/prospectus); (ii) each outstanding share of Humacyte preferred stock will be cancelled and converted into the right to receive a number of shares of New Humacyte common stock equal to (A) the aggregate number of shares of Humacyte common stock that would be issued upon conversion of the shares of Humacyte preferred stock based on the applicable conversion ratio immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio; and (iii) each outstanding Humacyte option or warrant will be converted into an option or warrant, as applicable, to purchase a number of shares of New Humacyte common stock equal to (A) the number of shares of Humacyte common stock subject to such option or warrant multiplied by (B) the Exchange Ratio at an exercise price per share equal to the current exercise price per share for such option or warrant divided by the Exchange Ratio; in each case, rounded down to the nearest whole share. Holders of shares of Humacyte common stock and Humacyte preferred stock also will be eligible to receive up to an aggregate of 15,000,000 shares of New Humacyte common stock based on the share price performance of the New Humacyte common stock. See the section titled “Proposal 1: The Business Combination Proposal.” Based on an assumed closing date of August 26, 2021 for the Business Combination, the Exchange Ratio is approximately 0.26260. Based on this Exchange Ratio, the total number of shares of New Humacyte common stock expected to be issued in connection with the Business Combination (not including shares that will be issuable as consideration or upon exercise of outstanding stock options) is approximately 75,579,776 shares, and these shares are expected to represent approximately 71.3% and 78.8% of the issued and outstanding shares of New Humacyte common stock immediately following the closing of the PIPE Investment (as defined in this proxy statement/prospectus) and the Business Combination, assuming no redemptions occur and maximum redemptions occur, respectively.

Proposals to approve the Business Combination Agreement and the other matters discussed in this proxy statement/prospectus will be presented for approval by AHAC’s stockholders at the special meeting of stockholders of AHAC (the “Special Meeting”) scheduled to be held on August 24, 2021, in virtual format.

AHAC’s units, Class A Common Stock and warrants are currently listed on The Nasdaq Capital Market (“Nasdaq”) under the symbols AHACU, AHAC and AHACW, respectively. Each unit consists of one share of Class A Common Stock and one-half of one warrant. AHAC intends to apply to continue the listing of the shares of New Humacyte common stock and warrants effective upon the consummation of the Business Combination on Nasdaq under the proposed symbols “HUMA” and “HUMAW,” respectively. AHAC will not have units traded on Nasdaq following consummation of the Business Combination. It is a condition of the consummation of the Business Combination that the New Humacyte common stock is approved for listing on Nasdaq (subject only to official notice of issuance thereof and initial listing requirements), but there can be no assurance such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition set forth in the Business Combination Agreement is waived by the parties to that agreement.

AHAC is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended, and has elected to comply with certain reduced public company reporting requirements.

This proxy statement/prospectus incorporates by reference important business and financial information about AHAC from documents that are not included in or delivered with this proxy statement/prospectus. You can obtain documents incorporated by reference in this proxy statement/prospectus and other filings of AHAC with the Securities and Exchange Commission (the “SEC”) by visiting its website at www.sec.gov or requesting them in writing or by telephone from AHAC at the following address:

1177 Avenue of the Americas, 5th Floor
New York, New York 10036
Telephone: (646) 494
-3296

You will not be charged for any of these documents that you request. Stockholders requesting documents should do so by August 17, 2021 (five business days prior to the date of the Special Meeting) in order to receive them before the Special Meeting.

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Special Meeting. We urge you to carefully read this entire document and the documents incorporated herein by reference. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 25 of this proxy statement/prospectus.

Neither the SEC nor any state securities commission has approved or disapproved of the transactions described in this proxy statement/prospectus or the securities referenced herein, passed upon the merits or fairness of the Business Combination or related transactions, or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

The proxy statement/prospectus is dated August       , 2021 and is first being mailed to stockholders of AHAC on or about August 4, 2021.

 

Table of Contents

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
OF ALPHA HEALTHCARE ACQUISITION CORP.

To Be Held On August 24, 2021

To the Stockholders of Alpha Healthcare Acquisition Corp.:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “Special Meeting”) of Alpha Healthcare Acquisition Corp., a Delaware corporation (“AHAC,” “we,” “our” or “us”), will be held on August 24, 2021, at 10:00 A.M. Eastern time, via live webcast at the following address: https://www.cstproxy.com/alphahealthcareacquisition/sm2021. You will need the 12-digit meeting control number that is printed on your proxy card to enter the Special Meeting. AHAC recommends that you log in at least 15 minutes before the Special Meeting to ensure you are logged in when the Special Meeting starts. Please note that you will not be able to attend the Special Meeting in person. You are cordially invited to attend the Special Meeting to consider the following proposals (the “Proposals”):

1.      to (a) adopt and approve the Business Combination Agreement, dated as of February 17, 2021 (the “Business Combination Agreement”), among AHAC, Hunter Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of AHAC (“Merger Sub”), and Humacyte, Inc., a Delaware corporation (“Humacyte”), pursuant to which Merger Sub will merge with and into Humacyte, with Humacyte surviving the merger as a wholly-owned subsidiary of AHAC (the “Combined Company”) and (b) approve such merger and the other transactions contemplated by the Business Combination Agreement (the “Business Combination”). Subject to the terms and conditions set forth in the Business Combination Agreement, at the effective time of the Business Combination (the “Effective Time”):

(i)     each outstanding share of Humacyte common stock will be cancelled and converted into the right to receive a number of shares of common stock of New Humacyte (the “New Humacyte common stock”) equal to the Exchange Ratio (as defined in the accompanying proxy statement/prospectus);

(ii)    each outstanding share of Humacyte preferred stock will be cancelled and converted into the right to receive a number of shares of New Humacyte common stock equal to (A) the aggregate number of shares of Humacyte common stock that would be issued upon conversion of the shares of Humacyte preferred stock based on the applicable conversion ratio immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio (as defined in the Business Combination Agreement);

(iii)   each outstanding Humacyte option or warrant will be converted into an option or warrant, as applicable, to purchase a number of shares of New Humacyte common stock equal to (A) the number of shares of Humacyte common stock subject to such option or warrant multiplied by (B) the Exchange Ratio at an exercise price per share equal to the current exercise price per share for such option or warrant divided by the Exchange Ratio; in each case, rounded down to the nearest whole share; and

(iv)   holders of shares of Humacyte common stock and Humacyte preferred stock also will be eligible to receive up to an aggregate of 15,000,000 shares of New Humacyte common stock based on the share price performance of the New Humacyte common stock.

We refer to this proposal as the “Business Combination Proposal.” A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus as Annex A;

2.      to approve, assuming the Business Combination Proposal is approved and adopted, a proposed second amended and restated certificate of incorporation (the “Proposed Charter,” a copy of which is attached to the accompanying proxy statement/prospectus as Annex C), which will amend and restate AHAC’s current Amended and Restated Certificate of Incorporation (the “Current Charter”), and which Proposed Charter will be in effect upon the closing (the “Closing”) of the Business Combination (the “Charter Amendment Proposal”);

3.      to approve, on a non-binding advisory basis, the following material differences between the Proposed Charter and the Current Charter, which are being presented pursuant to guidance of the Securities and Exchange Commission as seven separate sub-proposals (the “Advisory Charter Amendment Proposals”):

(a)     Advisory Charter Proposal A — to change the corporate name of the Combined Company to “Humacyte, Inc.”;

 

Table of Contents

(b)    Advisory Charter Proposal B — to increase the authorized shares of common stock of AHAC to 250,000,000 shares;

(c)     Advisory Charter Proposal C — to increase the authorized shares of “blank check” preferred stock that the Combined Company’s board of directors could issue to 20,000,000 shares;

(d)    Advisory Charter Proposal D — to provide that the removal of any director be only for cause and by the affirmative vote of at least 66 ⅔% of the Combined Company’s then-outstanding shares of capital stock entitled to vote generally in the election of directors;

(e)     Advisory Charter Proposal E — to provide that certain amendments to provisions of the Proposed Charter will require the approval of at least 66 ⅔% of the Combined Company’s then-outstanding shares of capital stock entitled to vote on such amendment;

(f)     Advisory Charter Proposal F — to make the Combined Company’s corporate existence perpetual instead of requiring AHAC to be dissolved and liquidated 24 months following the closing of AHAC’s initial public offering (the “Initial Public Offering”), and to remove from the Proposed Charter the various provisions applicable only to special purpose acquisition companies; and

(g)    Advisory Charter Proposal G — to remove the provision that allows stockholders to act by written consent as opposed to holding a stockholders meeting;

4.      to approve, assuming the Business Combination Proposal is approved and adopted, for purposes of complying with the applicable provisions of Nasdaq Stock Exchange Listing Rule 5635 (the “Nasdaq Listing Rule”), (a) the issuance of up to 95,000,000 shares of New Humacyte common stock in connection with the Business Combination, which amount will be determined as described in more detail in the accompanying proxy statement/prospectus, and (b) the issuance of an aggregate of 17,500,000 shares of AHAC Class A Common Stock in a private placement (the “PIPE Investment”) concurrent with the Business Combination (the “Nasdaq Stock Issuance Proposal”);

5.      to approve, assuming the Business Combination Proposal is approved and adopted, the appointment of eleven directors who, upon consummation of the Business Combination, will become directors of the Combined Company (the “Director Election Proposal”);

6.      to approve, assuming the Business Combination Proposal is approved and adopted, the Humacyte, Inc. 2021 Long-Term Incentive Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex D, which will become effective as of and contingent on the consummation of the Business Combination (the “Incentive Plan Proposal”);

7.      to approve, assuming the Business Combination Proposal is approved and adopted, the Humacyte, Inc. 2021 Employee Stock Purchase Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex E, which will become effective as of and contingent on the consummation of the Business Combination (the “ESPP Proposal”); and

8.      to approve a proposal to adjourn the Special Meeting to a later date or dates if it is determined that more time is necessary or appropriate, in the judgment of the board of directors of AHAC or the officer presiding over the Special Meeting, for AHAC to consummate the Business Combination (the “Adjournment Proposal”).

Only holders of record of Class A Common Stock and Class B Common Stock of AHAC (collectively, the “AHAC Common Stock”) at the close of business on July 21, 2021 (the “Record Date”) are entitled to notice of the Special Meeting and to vote at the Special Meeting and any adjournments or postponements of the Special Meeting. A complete list of AHAC stockholders of record entitled to vote at the Special Meeting will be available for ten days before the Special Meeting at the principal executive offices of AHAC for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting.

Pursuant to the Current Charter, AHAC is providing its public stockholders (“Public Stockholders”) with the opportunity to redeem, upon the Closing, the shares of Class A Common Stock (the “Public Shares”) issued in the Initial Public Offering then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the trust account (the “Trust Account”) that holds the proceeds (including interest but less franchise and income taxes payable) of the Initial Public Offering. For illustrative purposes, based on

 

Table of Contents

funds in the Trust Account of approximately $100,031,770 on the Record Date, the estimated per share redemption price would have been approximately $10.00. Public Stockholders may elect to redeem Public Shares even if they vote for the Business Combination Proposal. A Public Stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, with respect to 20% or more of the Public Shares issued in the Initial Public Offering. AHAC’s Sponsor and AHAC’s other initial stockholders have agreed to waive their redemption rights with respect to any shares of AHAC Common Stock they may hold in connection with the Closing, and such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. The Sponsor and AHAC’s other initial stockholders have agreed to vote any shares of AHAC Common Stock owned by them in favor of the Business Combination Proposal, which represent approximately 21.8% of the voting power of AHAC as of the Record Date. These holders also have agreed to vote their shares in favor of all other Proposals being presented at the Special Meeting.

Pursuant to AHAC’s bylaws, a majority of the shares of AHAC Common Stock entitled to vote, represented at the Special Meeting or by proxy, will constitute a quorum for the transaction of business at the Special Meeting. Under the Delaware General Corporation Law, shares that are voted “abstain” or “withheld” are counted as present for purposes of determining whether a quorum is present at the Special Meeting. Because the Proposals are “non-discretionary” items, your broker will not be able to vote uninstructed shares for any of the Proposals. As a result, if you do not provide voting instructions, a broker “non-vote” will be deemed to have occurred for each of the Proposals. Broker “non-votes” will not be counted as present for purposes of determining whether a quorum is present.

The approval of the Business Combination Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of AHAC Common Stock, voting together as one class. The approval of each of the Advisory Charter Amendment Proposals, the Nasdaq Stock Issuance Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal requires the affirmative vote of a majority of the shares of AHAC Common Stock cast by the stockholders represented in person (which would include presence at a virtual meeting) or by proxy and entitled to vote thereon at the Special Meeting, voting together as a single class. The approval of the Charter Amendment Proposal requires the affirmative vote of a majority of the issued and outstanding shares of each of the AHAC Class A Common Stock and AHAC Class B Common Stock, voting separately.

The approval of the Director Election Proposal requires a plurality vote of the shares of AHAC Common Stock represented in person (which would include presence at a virtual meeting) or by proxy and entitled to vote at the Special Meeting. “Plurality” means that the individuals who receive the largest number of votes cast “FOR” are elected as directors. Consequently, any shares not voted “FOR” a particular nominee (whether as a result of an abstention, a direction to withhold authority or a broker non-vote) will not be counted in the nominee’s favor.

If the Business Combination Proposal is not approved, the Charter Amendment Proposal, the Advisory Charter Amendment Proposals, the Nasdaq Stock Issuance Proposal, the Director Election Proposal, the Incentive Plan Proposal and the ESPP Proposal will not be presented to the AHAC stockholders for a vote. The approval of the Business Combination Proposal, the Charter Amendment Proposal, the Nasdaq Stock Issuance Proposal, the Director Election Proposal, the Incentive Plan Proposal and the ESPP Proposal are preconditions to the Closing.

As of the Record Date, there was approximately $100,031,770 in the Trust Account. Each redemption of Public Shares by Public Stockholders will decrease the amount in the Trust Account. AHAC will not redeem Public Shares in an amount that would cause it to have net tangible assets of less than $5,000,001.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the Annexes thereto) for a more complete description of the proposed Business Combination and related transactions and each of the Proposals. We encourage you to read this proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call us at (646) 494-3296.

August       , 2021

By Order of the Board of Directors

   

/s/ Rajiv Shukla

   

Rajiv Shukla

Chief Executive Officer and Chairman of the Board

   

 

Table of Contents

TABLE OF CONTENTS

 

Page

MARKET AND INDUSTRY DATA

 

ii

TRADEMARKS

 

ii

FREQUENTLY USED TERMS

 

iii

QUESTIONS AND ANSWERS

 

v

SUMMARY

 

1

COMPARATIVE PER SHARE DATA

 

20

FORWARD-LOOKING STATEMENTS

 

22

RISK FACTORS

 

25

SPECIAL MEETING OF AHAC STOCKHOLDERS

 

69

PROPOSAL 1: THE BUSINESS COMBINATION PROPOSAL

 

74

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

 

108

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

116

PROPOSAL 2: THE CHARTER AMENDMENT PROPOSAL

 

129

PROPOSAL 3: THE ADVISORY CHARTER AMENDMENT PROPOSALS

 

131

PROPOSAL 4: THE NASDAQ PROPOSAL

 

133

PROPOSAL 5: THE DIRECTOR ELECTION PROPOSAL

 

135

PROPOSAL 6: THE INCENTIVE PLAN PROPOSAL

 

136

PROPOSAL 7: THE ESPP PROPOSAL

 

142

PROPOSAL 8: THE ADJOURNMENT PROPOSAL

 

146

INFORMATION ABOUT AHAC

 

147

INFORMATION ABOUT HUMACYTE

 

168

BENEFICIAL OWNERSHIP

 

247

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

 

250

DESCRIPTION OF NEW HUMACYTE’S SECURITIES AFTER THE BUSINESS COMBINATION

 

256

COMPARISON OF STOCKHOLDERS’ RIGHTS

 

263

MANAGEMENT OF THE COMBINED COMPANY

 

272

LEGAL MATTERS

 

280

EXPERTS

 

280

STOCKHOLDER COMMUNICATIONS AND DELIVERY OF DOCUMENTS TO STOCKHOLDERS

 

281

WHERE YOU CAN FIND MORE INFORMATION

 

281

INDEX TO FINANCIAL STATEMENTS

 

F-1

     

Annex A Business Combination Agreement by and among Alpha Healthcare Acquisition Corp.,
Hunter Merger Sub, Inc. and Humacyte, Inc., dated as of February 17, 2021

 

A-1

Annex B Opinion of Lake Street Capital Markets, LLC, dated as of February 16, 2021

 

B-1

Annex C Form of Alpha Healthcare Acquisition Corp. Second Amended and Restated
Certificate of Incorporation

 

C-1

Annex D Humacyte, Inc. 2021 Long-Term Incentive Plan

 

D-1

Annex E Humacyte, Inc. 2021 Employee Stock Purchase Plan

 

E-1

i

Table of Contents

MARKET AND INDUSTRY DATA

Certain information contained in this document relates to or is based on studies, publications, surveys and other data obtained from third-party sources and AHAC’s own internal estimates and research. While we believe these third-party sources to be reliable as of the date of this proxy statement/prospectus, we have not independently verified the market and industry data contained in this proxy statement/prospectus or the underlying assumptions relied on therein. Finally, while we believe our own internal research is reliable, such research has not been verified by any independent source.

TRADEMARKS

This document contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

ii

Table of Contents

FREQUENTLY USED TERMS

As used in this proxy statement/prospectus, unless otherwise noted or the context otherwise requires, references to:

2021 Plan” means the Humacyte, Inc. 2021 Long-Term Incentive Plan, approved by the Board of AHAC, effective as of and contingent on the consummation of the Business Combination.

AHAC” means Alpha Healthcare Acquisition Corp., a Delaware corporation.

AHAC Common Stock” means the Class A Common Stock and Class B Common Stock of AHAC.

AHAC’s initial stockholders” means the Sponsor and the independent directors of AHAC.

Board” means AHAC’s board of directors.

Business Combination” means the transactions contemplated by the Business Combination Agreement.

Business Combination Agreement” means the Business Combination Agreement, dated as of February 17, 2021, by and among AHAC, Merger Sub and Humacyte, as amended from time to time.

Business Combination Consideration” means the consideration to be paid to holders of Humacyte common stock, Humacyte preferred stock, Humacyte options and Humacyte warrants upon the closing of the Business Combination pursuant to the Business Combination Agreement.

Class A Common Stock” means the Class A Common Stock of AHAC.

Class B Common Stock” means the Class B Common Stock of AHAC, which is convertible into shares of Class A Common Stock on a one-for-one basis.

Closing” means the closing of the Business Combination.

Code” means the Internal Revenue Code of 1986, as amended.

Combined Company” means AHAC subsequent to the Business Combination (also referred to herein as “New Humacyte”).

Concurrent Private Placement” means the private placement of Units of AHAC, which was consummated simultaneously with the Initial Public Offering. The shares of Class A Common Stock included within such Units are referred to herein as “Private Placement Shares.”

Continental” means Continental Stock Transfer & Trust Company, transfer agent for AHAC.

Contingent Consideration” means the aggregate of 15,000,000 shares of New Humacyte common stock that holders of shares of Humacyte common stock and Humacyte preferred stock will be eligible to receive based on the share price performance of New Humacyte common stock.

Current Charter” means AHAC’s amended and restated certificate of incorporation.

DGCL” means the Delaware General Corporation Law, as amended.

Dollars” or “$” means U.S. dollars.

Effective Time” means the effective time of the Business Combination.

ESPP” means the Humacyte, Inc. 2021 Employee Stock Purchase Plan, approved by the Board of AHAC, effective as of and contingent on the consummation of the Business Combination.

Exchange Act” means the Securities Exchange Act of 1934, as amended.

Exchange Ratio” shall have the meaning given to such term in the Business Combination Agreement.

Founder Shares” mean the shares of Class B Common Stock initially purchased by the Sponsor, and the shares of Class A Common Stock issuable upon conversion thereof.

HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

iii

Table of Contents

Humacyte” means Humacyte, Inc., a Delaware corporation.

Humacyte common stock” means the common stock, par value $0.001 per share, of Humacyte.

Humacyte options” means options to purchase Humacyte common stock, whether vested or unvested.

Humacyte preferred stock” means the preferred stock, par value $0.001 per share, of Humacyte designated as Series A redeemable convertible preferred stock (“Series A preferred”), Series B redeemable convertible preferred stock (“Series B preferred”), Series C redeemable convertible preferred stock (“Series C preferred”) and Series D redeemable convertible preferred stock (“Series D preferred”).

Humacyte warrants” means warrants to purchase Humacyte common stock.

Initial Public Offering” means the initial public offering of AHAC, which closed on September 22, 2020.

Investor Rights and Lock-up Agreement” means the investor rights and lock-up agreement into which AHAC, certain of the Humacyte stockholders and certain of the AHAC stockholders will enter at the Effective Time.

JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

Lake Street” means Lake Street Capital Markets, LLC, AHAC’s financial advisor in connection with the Business Combination.

Merger Sub” means Hunter Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of AHAC.

Nasdaq” means The Nasdaq Capital Market.

New Humacyte” refers the Combined Company following the consummation of the Business Combination.

New Humacyte Board” means the board of directors of New Humacyte.

New Humacyte common stock” means the common stock, par value $0.0001 per share, of New Humacyte.

PIPE Investment” means the private placement of an aggregate of 17,500,000 shares of Class A Common Stock with the PIPE Investors pursuant to Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder, for a purchase price of $10.00 per share to AHAC in an aggregate amount of $175 million, pursuant to Subscription Agreements with the PIPE Investors.

PIPE Investors” means those investors participating in the PIPE Investment.

Proposals” means each of the Proposals to be considered for approval at the Special Meeting.

Proposed Charter” means the second amended and restated certificate of incorporation of AHAC, attached to this proxy statement/prospectus as Annex C.

Public Shares” means the shares of Class A Common Stock issued in the Initial Public Offering.

Public Stockholders” means holders of Class A Common Stock.

Record Date” means July 21, 2021.

Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

Securities Act” means the Securities Act of 1933, as amended.

Special Meeting” means the special meeting of stockholders of AHAC, scheduled to be held on August 24 2021 at 10:00 A.M.

Sponsor” means AHAC Sponsor LLC, a Delaware limited liability company.

Trust Account” means the trust account maintained by Continental, acting as trustee, established for the benefit of holders of Class A Common Stock in connection with the Initial Public Offering.

Units” mean units of AHAC consisting of one share of Class A Common Stock and one-half of one Warrant.

Warrants” means warrants to purchase Class A Common Stock.

iv

Table of Contents

QUESTIONS AND ANSWERS

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the Special Meeting and the Proposals to be presented at the Special Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that may be important to AHAC stockholders. AHAC stockholders are urged to read this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein.

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

Q:     What is the Business Combination?

A:     AHAC, Merger Sub, and Humacyte have entered into the Business Combination Agreement, pursuant to which Merger Sub will merge with and into Humacyte, with Humacyte surviving the Business Combination as a wholly owned subsidiary of AHAC.

Q:     Why am I receiving this proxy statement/prospectus?

A:     AHAC and Humacyte have agreed to a Business Combination under the terms of the Business Combination Agreement that is described in this proxy statement/prospectus. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A, and AHAC encourages its stockholders to read it in its entirety. AHAC’s stockholders are being asked to consider and vote upon a proposal to approve the Business Combination Agreement, which, among other things, provides for the Business Combination whereby Merger Sub will merge with and into Humacyte, with Humacyte surviving as a wholly owned subsidiary of AHAC. See the section entitled “Proposal 1: The Business Combination Proposal.”

This document is a proxy statement because the Board is soliciting proxies using this proxy statement/prospectus from its stockholders. It is a prospectus because AHAC, in connection with the Business Combination, is offering shares of New Humacyte common stock in exchange for the outstanding shares of Humacyte common stock and Humacyte preferred stock. See the section entitled “Proposal 1: The Business Combination Proposal.

Q:     What will Humacyte stockholders and holders of Humacyte options and Humacyte warrants receive in the Business Combination?

A:     If the Business Combination is completed:

•        Each outstanding share of Humacyte common stock will be cancelled and converted into the right to receive a number of shares of New Humacyte common stock equal to the Exchange Ratio (rounded down to the nearest whole share).

•        Each outstanding share of Humacyte preferred stock will be cancelled and converted into the right to receive a number of shares of New Humacyte common stock equal to (A) the aggregate number of shares of Humacyte common stock that would be issued upon conversion of the shares of Humacyte preferred stock based on the applicable conversion ratio immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio (rounded down to the nearest whole share).

•        Each outstanding Humacyte option or Humacyte warrant will be converted into an option or warrant, as applicable, to purchase a number of shares of New Humacyte common stock equal to (A) the number of shares of Humacyte common stock subject to such option or warrant multiplied by (B) the Exchange Ratio at an exercise price per share equal to the current exercise price per share for such option or warrant divided by the Exchange Ratio (rounded down to the nearest whole share). Each option and warrant to purchase shares of New Humacyte common stock will otherwise be subject to the same terms as the Humacyte option and Humacyte warrants, as applicable, prior to such conversion.

The consideration described in the foregoing bullets is referred to collectively as the “Business Combination Consideration.” Based on the number of shares of Humacyte common stock and Humacyte preferred stock outstanding and the number of shares of Humacyte common stock underlying outstanding Humacyte options

v

Table of Contents

and Humacyte warrants, in each case as of the Record Date, the total number of shares of New Humacyte common stock expected to be issued as Business Combination Consideration is approximately 80,000,000 shares. Holders of shares of Humacyte common stock and Humacyte preferred stock also will be eligible to receive the Contingent Consideration of up to an aggregate of 15,000,000 shares of New Humacyte common stock based on the share price performance of the New Humacyte common stock or upon the occurrence of a change in control. See the section titled “Proposal 1: The Business Combination Proposal — Structure of the Business Combination.”

Q:     When do you expect the Business Combination to be completed?

A:     It is currently anticipated that the Business Combination will be consummated promptly following the Special Meeting, which is set for August 24, 2021; however, the Special Meeting could be adjourned, as described herein. AHAC cannot assure you of when or if the Business Combination will be completed, and it is possible that factors outside of the control of AHAC and Humacyte could result in the Business Combination being completed at a different time or not at all. AHAC must first obtain the approval of its stockholders for certain of the Proposals set forth in this proxy statement/prospectus.

Q:     What happens if the Business Combination is not consummated?

A:     If AHAC does not complete the Business Combination with Humacyte, for whatever reason, AHAC will search for another target business with which to complete a business combination. If AHAC does not complete the Business Combination with Humacyte or another business combination by September 22, 2022 (or such later date as may be approved by AHAC stockholders in an amendment to its Current Charter), AHAC must redeem 100% of the Public 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 AHAC to pay its taxes (less up to $100,000 of such interest to pay dissolution expenses), divided by the number of then outstanding shares of Class A Common Stock. The Sponsor and AHAC’s officers and directors have waived their redemption rights with respect to their Founder Shares in the event a business combination is not effected by AHAC in the required time period, and, accordingly, the Founder Shares held by them will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to the outstanding Warrants. Accordingly, the Warrants will expire worthless.

Q:     Did the Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A:     Yes, the Board obtained a fairness opinion from Lake Street in connection with its determination to approve the Business Combination. See “Proposal 1: The Business Combination Proposal — Opinion of AHAC’s Financial Advisor” for further information regarding this opinion.

QUESTIONS AND ANSWERS ABOUT AHAC’S SPECIAL MEETING

Q:     How do I attend a virtual meeting?

A:     As a registered stockholder, along with this proxy statement/prospectus, you received a proxy card from Continental, AHAC’s transfer agent, which contains instructions on how to attend the virtual Special Meeting, including the URL address and your control number. You will need your control number for access. If you do not have your control number, contact Continental at (917) 262-2373, or email Continental at proxy@continentalstock.com.

You can pre-register to attend the virtual Special Meeting starting on August 17, 2021 (five business days prior to the meeting). Enter the following URL address into your browser (https://www.cstproxy.com/alphahealthcareacquisition/sm2021), then enter your control number, name and email address. Once you pre-register, you can vote or enter questions in the chat box. At the start of the Special Meeting, you will need to re-login using the same control number and, if you want to vote during the meeting, you will be prompted to enter your control number again.

Beneficial owners who own their Class A Common Stock through a bank, broker or other nominee will need to contact Continental to receive a control number. If you plan to vote at the Special Meeting, you will need to have

vi

Table of Contents

a legal proxy from your broker, bank or other nominee or, if you would like to join and not vote, Continental can issue you a guest control number with proof of ownership. Either way you must contact Continental at the number or email address above for specific instructions on how to receive the control number. Please allow up to 72 hours prior to the meeting for processing your control number.

If you do not have internet capabilities, you can listen only to the Special Meeting by dialing 1-877-770-3647 (toll-free, within the U.S. and Canada) or 1-312-780-0854 (with toll, outside the U.S. or Canada) and when prompted, enter the pin 38336636#. This method supports listening only, so you will not be able to vote or enter questions during the Special Meeting.

Q:     Are there any other matters being presented to AHAC stockholders at the meeting?

A:     In addition to voting on the Business Combination Proposal, assuming it is approved and adopted, the stockholders of AHAC will vote on the following:

1.      To approve the Proposed Charter, which will amend and restate the Current Charter, which Proposed Charter will be in effect upon the Closing. See the section entitled “Proposal 2: The Charter Amendment Proposal.” A copy of the Proposed Charter is attached to this proxy statement/prospectus as Annex C.

2.      Separate Proposals to approve, on a non-binding advisory basis, the following material differences between the Proposed Charter and the Current Charter: (i) to change the corporate name of the Combined Company to “Humacyte, Inc.”; (ii) to increase the authorized shares of AHAC Common Stock to 250,000,000 shares; (iii) to increase the authorized shares of “blank check” preferred stock that the Combined Company’s board of directors could issue to 20,000,000 shares; (iv) to provide that the removal of any director be only for cause and by the affirmative vote of at least 66 % of the Combined Company’s then-outstanding shares of capital stock entitled to vote generally in the election of directors; (v) to provide that certain amendments to provisions of the Proposed Charter will require the approval of at least 66 % of the Combined Company’s then-outstanding shares of capital stock entitled to vote on such amendment; (vi) to make the Combined Company’s corporate existence perpetual instead of requiring AHAC to dissolve and liquidate 24 months following the closing of its Initial Public Offering and to remove from the Proposed Charter the various provisions applicable only to special purpose acquisition corporations; and (vii) to remove the provision that allows stockholders to act by written consent as opposed to holding a stockholders meeting (together, the “Advisory Charter Amendment Proposals”). See the section entitled “Proposal 3: The Advisory Charter Amendment Proposals.”

3.      To approve the issuance of up to 95,000,000 shares of New Humacyte common stock in connection with the Business Combination and the issuance of an aggregate of 17,500,000 shares of Class A Common Stock to the PIPE Investors pursuant to Subscription Agreements in order to comply with applicable Nasdaq Listing Standards. See the section entitled “Proposal 4: The Nasdaq Stock Issuance Proposal.”

4.      To approve the appointment of eleven directors who, upon consummation of the Business Combination, will become the directors of the Combined Company. See the section entitled “Proposal 5: The Director Election Proposal.”

5.      To approve the 2021 Plan. See the section entitled “Proposal 6: The Incentive Plan Proposal.” A copy of the 2021 Plan is attached to this proxy statement/prospectus as Annex D.

6.      To approve the ESPP. See the section entitled “Proposal 7: The ESPP Proposal.” A copy of the ESPP is attached to this proxy statement/prospectus as Annex E.

7.      To adjourn the Special Meeting to a later date or dates if it is determined that more time is necessary or appropriate, in the judgment of the Board or the officer presiding over the Special Meeting, for AHAC to consummate the Business Combination (including to solicit additional votes in favor of any of the foregoing Proposals). See the section entitled “Proposal 8: The Adjournment Proposal.”

AHAC will hold the Special Meeting to consider and vote upon these Proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting. Stockholders should read it carefully.

vii

Table of Contents

Consummation of the Business Combination is conditioned on approval of the Business Combination Proposal, the Charter Amendment Proposal, the Nasdaq Stock Issuance Proposal, the Director Election Proposal, the Incentive Plan Proposal and the ESPP Proposal (and each such Proposal is cross-conditioned on the approval of such other Proposals). If any of these Proposals is not approved, the other Proposals will not be presented to stockholders for a vote.

The vote of stockholders is important. AHAC stockholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

Q:     I am an AHAC Warrant holder. Why am I receiving this proxy statement/prospectus?

A:     After the consummation of the Business Combination, the holders of the Warrants will be entitled to purchase New Humacyte common stock at a purchase price of $11.50 per share beginning 30 days after the Closing. This proxy statement/prospectus includes important information about AHAC and the business of New Humacyte following the Closing. Because holders of Warrants will be entitled to purchase New Humacyte common stock 30 days after the Closing, we urge you to read the information contained in this proxy statement/prospectus carefully.

Q:     What will happen to AHAC’s securities upon consummation of the Business Combination?

A:     AHAC’s Units, Class A Common Stock and Warrants are currently listed on Nasdaq under the symbols AHACU, AHAC and AHACW, respectively. Upon the Closing, the Combined Company will have one class of common stock — referred to herein as New Humacyte common stock — which will be listed on Nasdaq under the symbol HUMA, and its warrants will be listed on Nasdaq under the symbol HUMAW. AHAC will not have Units traded on Nasdaq following the Closing, and its Units will automatically be separated into their component securities without any action needed to be taken on the part of the holders. Public Stockholders who do not elect to have their Public Shares redeemed for a pro rata share of the Trust Account need not submit Public Shares, and such shares of stock (which will be New Humacyte common stock upon the Closing) will remain outstanding. Each outstanding Warrant will entitle the holder to purchase shares of New Humacyte common stock beginning 30 days after the Closing. Each outstanding share of Class B Common Stock, by its terms, will automatically convert into one share of New Humacyte common stock upon the Closing.

Q:     Why is AHAC proposing the Business Combination?

A:     AHAC was organized to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or entities.

On September 22, 2020, AHAC completed its Initial Public Offering of Units, with each Unit consisting of one share of Class A Common Stock and one-half of one Warrant to purchase one share of Class A Common Stock, at a price of $11.50, raising total gross proceeds of approximately $100 million. Since its Initial Public Offering, AHAC’s activity has been limited to the evaluation of business combination candidates.

Humacyte is a late-development stage biotechnology company pioneering the development and manufacture of off-the-shelf, universally implantable, bioengineered human tissues to improve the lives of patients and transform the practice of medicine.

Based on its due diligence investigations of Humacyte and the industry in which it operates, including the financial and other information provided by Humacyte in the course of the negotiations in connection with the Business Combination Agreement, AHAC believes that Humacyte has an appealing market opportunity and growth profile and a compelling valuation. As a result, AHAC believes that the Business Combination with Humacyte will provide AHAC stockholders with an opportunity to participate in the ownership of a company with significant value. See the section entitled “Proposal 1: The Business Combination Proposal — The Board’s Reasons for Approval of the Business Combination.”

Q:     Do I have redemption rights?

A:     If you are an AHAC stockholder holding Public Shares, you have the right to demand that AHAC redeem your Public Shares for a pro rata portion of the cash held in the Trust Account. We sometimes refer to these rights to demand redemption of the Public Shares as “redemption rights.”

viii

Table of Contents

Notwithstanding the foregoing, a stockholder, together with any affiliate or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to 20% or more of the Public Shares without the prior consent of AHAC.

Q:     How do I exercise my redemption rights?

A:     A Public Stockholder may exercise redemption rights regardless of whether it votes on the Business Combination Proposal or if it is a stockholder on the Record Date. If you are a Public Stockholder and wish to exercise your redemption rights, you must demand that AHAC redeem your Public Shares for cash and deliver your Public Shares to AHAC’s transfer agent, Continental, at Continental Stock Transfer & Trust Company, One State Street Plaza, 30th Floor, New York, New York 10004, Attn: Mark Zimkind, physically or electronically using mzimkind@continentalstock.com, at least two business days before the Special Meeting, or August 20, 2021. As opposed to delivering your Public Shares directly to Continental, you may deliver your Public Shares either physically or electronically through DTC to Continental at least two business days before the Special Meeting. Any Public Stockholder seeking redemption will be entitled to a full pro rata portion of the amount then in the Trust Account (which, for illustrative purposes, was $100,031,770, or $10.00 per share, as of the Record Date), less any owed but unpaid taxes on the funds in the Trust Account. Such amount will be paid promptly upon consummation of the Business Combination. There are currently no owed but unpaid income taxes on the funds in the Trust Account.

Any request for redemption, once made by a Public Stockholder, may be withdrawn at any time prior to the time the vote is taken with respect to the Business Combination Proposal at the Special Meeting. If you deliver your Public Shares for redemption directly to Continental, or deliver your Public Shares either physically or electronically through DTC to Continental, and later decide prior to the Special Meeting not to elect redemption, you may request that Continental return the shares (physically or electronically). You may make such request by contacting Continental at the phone number or address set forth in this proxy statement/prospectus.

Any written demand of redemption rights must be received by Continental at least two business days prior to the vote taken on the Business Combination Proposal at the Special Meeting. No demand for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to Continental.

If you are a Public Stockholder and you exercise your redemption rights, it will not result in the loss of any Warrants that you may hold. Your Warrants will each become exercisable to purchase one share of New Humacyte common stock for a purchase price of $11.50 beginning 30 days after consummation of the Business Combination.

Q:     If I am a holder of Units, can I exercise redemption rights with respect to my Units?

A:     No. Holders of issued and outstanding Units must elect to separate their Units into the underlying Public Shares and Warrants prior to exercising redemption rights with respect to the Public Shares. If you hold your Units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the Units into the underlying Public Shares and Warrants and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares. You are required to cause your Public Shares to be separated and delivered to Continental, AHAC’s transfer agent, by August 20, 2021 (two business days before the Special Meeting) in order to exercise your redemption rights with respect to your Public Shares.

Q:     Do I have appraisal rights if I object to the proposed Business Combination?

A:     No. Neither AHAC stockholders nor holders of its Units or Warrants have appraisal rights in connection with the Business Combination under Delaware law.

Q:     What happens if a substantial number of stockholders votes in favor of the Business Combination Proposal and exercise redemption rights?

A:     Public Stockholders may vote in favor of the Business Combination and still exercise their redemption rights and are not required to vote in any way to exercise redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public

ix

Table of Contents

Shares are substantially reduced as a result of redemption by Public Stockholders (however, the condition to the consummation of the Business Combination requiring that AHAC have at least $5,000,001 of net tangible assets may not be waived). Also, with fewer Public Shares and Public Stockholders, the trading markets for New Humacyte common stock and warrants following the closing of the Business Combination may be less liquid than the market for Class A Common Stock and Warrants were prior to the Business Combination and New Humacyte may not be able to meet the listing standards of a national securities exchange. In addition, with fewer funds available from the Trust Account, the capital infusion from the Trust Account into New Humacyte’s business will be reduced and New Humacyte may not be able to achieve its business plans.

Q:     How do the Sponsor and the officers and directors of AHAC intend to vote on the Proposals?

A:     The Sponsor, as well as AHAC’s officers and directors, beneficially own and are entitled to vote an aggregate of 21.8% of the outstanding AHAC Common Stock as of the Record Date. These holders have agreed to vote their shares in favor of the Business Combination Proposal. These holders have also agreed to vote their shares in favor of all other Proposals being presented at the Special Meeting.

Q:     What do I need to do now?

A:     AHAC urges you to carefully read and consider the information contained in this proxy statement/prospectus, including the Annexes, and to consider how the Business Combination will affect you as a stockholder and/or warrant holder of AHAC. AHAC stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q:     How do I vote?

A:     If you are a holder of record of AHAC Common Stock on the Record Date, you may vote virtually at the Special Meeting or by submitting a proxy for the Special Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the meeting and vote in person (which would include presence at a virtual meeting), obtain a legal proxy from your broker, bank or nominee.

If you do not give instructions to your brokerage firm, the brokerage firm will not be allowed to vote your shares with respect to Proposals. The Proposals are “non-discretionary” items. Your broker may not vote for non-discretionary items, and those votes will be counted as broker “non-votes.”

After obtaining a valid legal proxy from your broker, bank or other agent, to register to attend the Special Meeting, you must submit proof of your legal proxy reflecting the number of your shares along with your name and email address to Continental Stock Transfer & Trust Company (“CST”) at proxy@continentalstock.com. Beneficial owners who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will allow them to register to attend and participate in the Special Meeting. Beneficial owners who wish to attend the special meeting online should contact CST no later than August 20, 2021 to obtain this information. Written requests can be emailed to proxy@continentalstock.com.

Q:     If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A:     No. Your broker, bank or nominee cannot vote your shares unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee.

Q:     May I change my vote after I have mailed my signed proxy card?

A:     Yes. AHAC stockholders may send a later-dated, signed proxy card to Continental at the address set forth above so that it is received prior to the vote at the Special Meeting or attend the Special Meeting virtually and vote. AHAC stockholders also may revoke their proxy by sending a notice of revocation to Continental, which must be received prior to the vote at the Special Meeting.

x

Table of Contents

Q:     What happens if I fail to take any action with respect to the Special Meeting?

A:     If you fail to take any action with respect to the Special Meeting and the Business Combination is approved by stockholders and consummated, you will continue to be a holder of New Humacyte common stock or warrants, as applicable. As a corollary, failure to deliver your stock certificate(s) to AHAC’s transfer agent (either physically or electronically) no later than two business days prior to the Special Meeting means you will not have any right in connection with the Business Combination to exchange your Public Shares for a pro rata share of the funds held in the Trust Account. If you fail to take any action with respect to the Special Meeting and the Business Combination is not approved, you will continue to be a stockholder or Warrant holder of AHAC, as applicable.

Q:     What should I do with my share or Warrant certificates?

A:     Warrant holders and those Public Stockholders who do not elect to have their Public Shares redeemed for a pro rata share of the Trust Account need not submit their certificates. Public Stockholders who exercise their redemption rights must deliver their share certificates to Continental (either physically or electronically) or through DTC to Continental at least two business days before the Special Meeting as described above.

Q:     What should I do if I receive more than one set of voting materials?

A:     AHAC stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your AHAC shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold such shares. If you are a holder of record and your AHAC shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your AHAC shares.

Q:     Who can help answer my questions?

A:     If you have questions about the Business Combination or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact:

Morrow Sodali LLC
470 West Avenue
Stamford, Connecticut 06902
Individuals call toll-free (800) 662-5200
Banks and brokers call (203) 658-9400
Email: AHAC.info@investor.morrowsodali.com

You may also obtain additional information about AHAC from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are an AHAC stockholder and you intend to seek redemption of your shares, you will need to deliver your Public Shares (either physically or electronically) to Continental (or through DTC to Continental) at the address listed below at least two business days prior to the vote at the Special Meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com

xi

Table of Contents

SUMMARY

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the Special Meeting, including the Business Combination Proposal, you should read this entire document carefully, including the Annexes attached to this proxy statement/prospectus. The Business Combination Agreement is the legal document that governs the Business Combination and other transactions that will be undertaken in connection with the Business Combination. It is also described in detail in this proxy statement/prospectus in the section entitled “Proposal 1: The Business Combination Proposal.”

The Parties

AHAC

Alpha Healthcare Acquisition Corp. is a blank check company formed in order to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. AHAC was incorporated under the laws of the State of Delaware on July 1, 2020.

On September 22, 2020, AHAC closed its Initial Public Offering of 10,000,000 Units, with each Unit consisting of one share of Class A Common Stock and one-half of one Warrant to purchase one share of Class A Common Stock at a price of $11.50. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds to AHAC of $100 million. The Initial Public Offering was conducted pursuant to a registration statement on Form S-1 (File No. 333-240374). Simultaneously with the consummation of the Initial Public Offering, AHAC consummated the Concurrent Private Placement of 355,000 Units of AHAC Common Stock and Warrants at $10.00 per unit, generating gross proceeds to AHAC of $3.55 million. A total of $100 million, comprised of $98 million of the proceeds from the Initial Public Offering (which amount includes up to $3,500,000 of the underwriters’ deferred fees) and $2,000,000 of the proceeds from the Concurrent Private Placement, was deposited into the Trust Account, and the remaining proceeds, net of underwriting discounts and commissions and other costs and expenses, became available to be used as working capital to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. As of the Record Date, there was approximately $100,031,770 held in the Trust Account.

AHAC’s Units, Class A Common Stock and Warrants are listed on Nasdaq under the symbols AHACU, AHAC and AHACW, respectively.

The mailing address of AHAC’s principal executive office is 1177 Avenue of the Americas, 5th Floor, New York, New York 10036, and its telephone number is (646) 494-3296. After the consummation of the Business Combination, AHAC’s principal executive office will be that of Humacyte.

For additional information about AHAC, see the section entitled “Information about AHAC.”

Merger Sub

Merger Sub is a wholly owned subsidiary of AHAC formed solely for the purpose of effectuating the Business Combination described herein. Merger Sub was incorporated under the laws of Delaware as a corporation on February 12, 2021. Merger Sub owns no material assets and does not operate any business.

The mailing address of Merger Sub’s principal executive office is 1177 Avenue of the Americas, 5th Floor, New York, New York 10036, and its telephone number is (646) 494-3296. After the consummation of the Business Combination, Merger Sub will cease to exist.

1

Table of Contents

Humacyte

Humacyte, Inc. is pioneering the development and manufacture of off-the-shelf, universally implantable, bioengineered human tissues with the goal of improving the lives of patients and transforming the practice of medicine. Humacyte believes its technology has the potential to overcome limitations in existing standards of care and address the lack of significant innovation in products that support tissue repair, reconstruction and replacement. Humacyte is leveraging its novel, scalable technology platform to develop proprietary, bioengineered, acellular human tissues for use in the treatment of diseases and conditions across a range of anatomic locations in multiple therapeutic areas.

Humacyte was incorporated under the laws of the State of North Carolina on October 13, 2004 and converted to a Delaware corporation on July 13, 2015. The mailing address of Humacyte’s principal executive office is 2525 East North Carolina Highway 54, Durham, North Carolina 27713, and its telephone number is (919) 313-9633.

For additional information about Humacyte, see the section entitled “Information about Humacyte.”

Emerging Growth Company

AHAC is an “emerging growth company,” as defined under the JOBS Act. As an emerging growth company, AHAC is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. These include, but are not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and the requirement to obtain stockholder approval of any golden parachute payments not previously approved.

New Humacyte will remain an emerging growth company until the earlier of (1) December 31, 2025 (the last day of the fiscal year following the fifth anniversary of the consummation of the Initial Public Offering), (2) the last day of the fiscal year in which New Humacyte has total annual gross revenue of at least $1.07 billion, (3) the last day of the fiscal year in which New Humacyte is deemed to be a “large accelerated filer,” as defined in the Exchange Act, and (4) the date on which New Humacyte has issued more than $1.0 billion in nonconvertible debt securities during the prior three-year period.

The Business Combination Proposal

Pursuant to the Business Combination Agreement, a Business Combination between AHAC and Humacyte will be effected whereby Merger Sub will merge with and into Humacyte, with Humacyte surviving as a wholly owned subsidiary of AHAC.

After consideration of the factors identified and discussed in the section entitled “Proposal 1: The Business Combination Proposal — The Board’s Reasons for Approval of the Business Combination,” the Board concluded that the Business Combination met all of the requirements disclosed in the prospectus for its Initial Public Offering, including that Humacyte has a fair market value equal to at least 80% of the balance of the funds in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the execution of the Business Combination Agreement.

The terms and conditions of the Business Combination are contained in the Business Combination Agreement, which is attached to this proxy statement/prospectus as Annex A and is incorporated by reference herein in its entirety. AHAC encourages you to read the Business Combination Agreement carefully, as it is the legal document that governs the Business Combination. For more information on the Business Combination Agreement, see the section entitled “Proposal 1: The Business Combination Proposal.”

Business Combination Consideration

Pursuant to the Business Combination Agreement:

•        Each outstanding share of Humacyte common stock will be cancelled and converted into the right to receive a number of shares of New Humacyte common stock equal to the Exchange Ratio (rounded down to the nearest whole share).

2

Table of Contents

•        Each outstanding share of Humacyte preferred stock will be cancelled and converted into the right to receive a number of shares of New Humacyte common stock equal to (A) the aggregate number of shares of Humacyte common stock that would be issued upon conversion of the shares of Humacyte preferred stock based on the applicable conversion ratio immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio (rounded down to the nearest whole share).

•        Each outstanding Humacyte option or warrant will be converted into an option or warrant, as applicable, to purchase a number of shares of New Humacyte common stock equal to (A) the number of shares of Humacyte common stock subject to such option or warrant multiplied by (B) the Exchange Ratio at an exercise price per share equal to the current exercise price per share for such option or warrant divided by the Exchange Ratio (rounded down to the nearest whole share).

Holders of shares of Humacyte common stock and Humacyte preferred stock also will be eligible to receive Contingent Consideration of up to an aggregate of 15,000,000 shares of New Humacyte common stock based on the share price performance of the New Humacyte common stock or upon the occurrence of a change in control. See the section titled “Proposal 1: The Business Combination Proposal — Structure of the Business Combination.”

As of the Record Date, the Exchange Ratio was approximately 0.26260. Based on this Exchange Ratio, the total number of shares of New Humacyte common stock expected to be issued in connection with the Business Combination is approximately 75,579,776 shares, and these shares are expected to represent approximately 71.3% or 78.8% of the issued and outstanding shares of New Humacyte common stock immediately following the closing of the PIPE Investment and the Business Combination assuming no redemptions occur and maximum redemptions occur, respectively.

Board’s Reasons for the Business Combination

AHAC was formed in order to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. With respect to the proposed Business Combination, the Board considered the following positive factors, although not weighted or in any order of significance:

•        Deep research & development pipeline targeting large markets, including dialysis arteriovenous (“AV”) access, peripheral artery disease (“PAD”), trauma, diabetes and coronary bypass.    The Board considered Humacyte’s deep research & development pipeline that targets large markets with unmet needs. The Board further considered that Humacyte’s proprietary technology platform and extensive intellectual property portfolio, including 91 issued patents owned, co-owned or licensed by Humacyte and 28 pending patents owned, co-owned or licensed by Humacyte, will help Humacyte achieve its pipeline goals.

•        Regulatory considerations.    The Board considered the potential regulatory pathways for Humacyte’s product candidates, including the fact that Humacyte received Fast Track designation from the U.S. Food and Drug Administration (“FDA”) for its 6 millimeter bioengineered human, acellular tissue-based vessel (“HAV”) for use in the creation of AV access for hemodialysis, Regenerative Medicine Advanced Therapy (“RMAT”) designation from the FDA for its 6 millimeter HAV for the creation of vascular access for performing hemodialysis, and a priority designation from the Secretary of Defense under Public Law 115-92 for one of its HAV product candidates. Although each of these designations may allow these product candidates to experience a faster development process, or faster review or approval, compared to product candidates that are not part of the expedited programs, such benefits may not be achieved for various reasons, and Humacyte may never obtain regulatory approval to market any product candidates.

•        Research & development aimed at the application of HAV for trauma, AV access and PAD.    The Board considered Humacyte’s development of its 6 millimeter HAV for use as a replacement vessel in patients who have experienced vascular trauma in either military or civilian environments and Humacyte’s expectation that it will submit a biologics license application (“BLA”) for its 6 millimeter HAV for indications in vascular trauma in 2022 and AV access for hemodialysis in 2023. The Board also considered Humacyte’s development of its 6 millimeter HAV for use as AV access for hemodialysis patients with end stage renal disease, and Humacyte’s Phase III pivotal trial and second Phase III trial in this area. Finally, the Board considered Humacyte’s development of its 6 millimeter HAV for use as a bypass conduit for patients with PAD and the status of its Phase II multi-center trial.

3

Table of Contents

•        Pioneering vascular innovation in the field of bioengineered human tissue for use in implantation.    The Board believes that Humacyte has proven and experienced leadership, which is poised to execute on Humacyte’s unique approach to developing and manufacturing off-the-shelf, universally implantable, bioengineered human tissue.

•        Vast potential market opportunity for Humacyte’s vascular and non-vascular product candidates.    The Board considered that Humacyte’s vascular product candidates (coronary artery bypass graft, AV access, PAD and vascular trauma) and non-vascular product candidates (trachea, lung, esophagus, pancreas and urinary conduit) have the potential to serve large markets, which could be as large as $89.5 billion and $68.1 billion, respectively, in the aggregate.

•        Potential to address an area of high unmet medical need.    The Board considered the potential for use of Humacyte’s product candidates in vascular trauma cases (totaling approximately 75,000 per year in the United States), AV access for hemodialysis (totaling approximately 300,000 new cases per year in the U.S. and Europe) and PAD (totaling as many as 160,000 surgical procedures per year in the United States), which the Board believes has the potential to significantly improve the lives of patients.

•        Multiple pipeline opportunities led by a Phase III clinical stage program.    The Board considered that, as of January 26, 2021, Humacyte’s HAVs have been implanted in over 435 patients, and that Humacyte is currently conducting Phase III trials of its 6 millimeter HAV across two therapeutic indications, vascular trauma and AV access for hemodialysis, as well as continuing long term follow up of patients in its Phase II PAD studies. The Board also considered the potential timing of Humacyte’s anticipated submission of its BLA to the FDA for indications in vascular trauma in 2022 and AV access for hemodialysis in 2023.

•        Diversified risk profile from multimodality approach.    The Board considered that Humacyte’s pipeline and platform has several potential applications, including vascular trauma, AV access for hemodialysis, PAD, biovascular pancreas, coronary graft, pediatric heart surgery, trachea and lung applications. The Board believes that this multimodality approach would help Humacyte diversify its business risk.

•        Development of the commercial potential of product candidates, if approved.    The Board believes that, driven by its understanding of existing treatment paradigms and patient, physician and payor needs, Humacyte is in a strong position to build a focused and efficient medical affairs and commercial organization and commercialize its product candidates, if approved, in the United States and international markets.

•        Experienced management team.    The Board believes that Humacyte has a proven and experienced management team that will effectively lead the Combined Company after the Business Combination.

•        Backed by top-tier healthcare investors.    Humacyte’s existing investors include Fresenius Medical Care Holdings, Inc. (“Fresenius Medical Care”), among others, which the Board believes provides additional validation to Humacyte’s clinical and business strategies. The Board also considered the strong interest in the PIPE Investment from seasoned healthcare investors, including Fresenius Medical Care, OrbiMed, Monashee Investment Management, Alexandria Venture Investments, UBS O’Connor, Morgan Creek Capital, and a number of unnamed health care focused funds.

•        Opinion of Financial Advisor.    The Board considered the oral opinion of Lake Street rendered to the Board, which was subsequently confirmed by delivery of a written opinion that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Lake Street in preparing its opinion, (i) the consideration to be paid by AHAC to Humacyte equityholders in the Business Combination under the Business Combination Agreement is fair, from a financial point of view, to AHAC and (ii) Humacyte has a fair market value equal to at least 80% of the balance of funds in Trust Account (excluding deferred underwriting commissions and taxes payable and subject to proportionate adjustments related to Nasdaq’s 80% test), as more fully described below under the heading titled “Proposal 1: The Business Combination Proposal — Opinion of AHAC’s Financial Advisor.”

4

Table of Contents

•        Results of Due Diligence.    The Board considered the scope of the due diligence investigation carried out by AHAC’s management and outside advisors, and evaluated the results thereof and information available to it related to Humacyte, including (i) virtual meetings and calls with Humacyte’s management team regarding its operations, intellectual property, projections and the terms of the proposed transaction; (ii) review of financial and other business information made available by Humacyte in its virtual data room, including financial statements, material contracts, benefit plans and employee compensation matters, corporate governance, intellectual property, information technology, privacy and data regulation, litigation information, regulatory and compliance matters, and other legal and business diligence; and (iii) the fair market value analyses prepared by the independent financial advisor, all of which supported the conclusion that Humacyte was an attractive opportunity.

•        Investment by third parties.    The Board considered that certain third parties, including top-tier institutional investors, also committed to invest an additional $175.0 million in the combined company pursuant to the PIPE Investment at Closing. The Board determined the PIPE Investment to be a supporting indication of confidence in the business case for the Business Combination.

The Board also identified and considered the following factors and risks weighing negatively against pursuing the Business Combination, although not weighted or in any order of significance:

•        Clinical Risk.    While Humacyte has significant data from past clinical trials encompassing over 430 patients and over 800 patient years of data, there is no assurance that ongoing clinical trials will succeed. Patient years of data is calculated by multiplying the number of patients in the applicable clinical trials by the number of years such patients participated in the applicable clinical trials. Patient years normalize cumulative exposure across multiple trials, but do not represent long-term performance.

•        FDA Approval.    While Humacyte has received RMAT and Fast Track designations, the Board considered risks associated with the failure to receive FDA approval for Humacyte product candidates in late-stage clinical development in a timely matter, or at all, for the commercialization of its products.

•        Manufacturing.    While Humacyte has an existing facility for manufacturing HAVs, the Board considered the risks associated with scaling up production for commercial sales.

•        Commercialization.    While Humacyte has a commercialization partnership with Fresenius Medical Care, the Board considered the risk that Humacyte is unable to commercialize its product candidates in its pipeline, if approved, and that Humacyte is subject to competition from other regenerative medicine companies.

•        Reimbursement.    The risk that Humacyte’s product candidates, if approved, do not become eligible for third-party coverage and/or approved for reimbursement.

•        Exclusivity.    The fact that the Business Combination Agreement includes an exclusivity provision that prohibits AHAC from soliciting other business combination proposals, which restricts AHAC’s ability, so long as the Business Combination Agreement is in effect, to consider other potential business combinations.

•        Other risks.    Various other risks associated with the Business Combination, the business of AHAC and the business of Humacyte described in the section entitled “Risk Factors,” including Humacyte’s need to raise additional capital to finance its operations.

Accounting Treatment

Notwithstanding the legal form of the Business Combination pursuant to the Business Combination Agreement, the Business Combination will be accounted for as a reverse recapitalization in accordance with U.S. generally accepted accounting principles (“GAAP”). Under this method of accounting, AHAC will be treated as the acquired company for financial reporting purposes, whereas Humacyte will be treated as the accounting acquiror. In accordance with this accounting method, the Business Combination will be treated as the equivalent of Humacyte issuing stock for the net assets of AHAC, accompanied by a recapitalization. The net assets of AHAC will be stated at historical cost,

5

Table of Contents

with no goodwill or other intangible assets recorded, and operations prior to the Business Combination will be those of Humacyte. Humacyte has been determined to be the accounting acquiror for purposes of the Business Combination based on an evaluation of the following facts and circumstances:

•        Humacyte’s existing stockholders will have a majority of the voting power in New Humacyte, irrespective of whether the Public Stockholders exercise their right to redeem their Public Shares;

•        it is expected that the New Humacyte Board will consist of up to 11 directors, up to ten of whom shall be designated by Humacyte and one of whom will be designated by AHAC;

•        Humacyte’s existing senior management team will comprise the senior management of the Combined Company; and

•        Humacyte’s operations prior to the Business Combination will comprise the ongoing operations of New Humacyte.

Pro Forma Ownership of New Humacyte Upon Closing

Immediately after the Closing of the Business Combination, assuming no Public Stockholder exercises its redemption rights, Humacyte stockholders will own approximately 71.3% of the shares of New Humacyte common stock to be outstanding immediately after the Business Combination, current AHAC stockholders will own approximately 12.2% of the shares of New Humacyte common stock, and the remaining 16.5% will be held by the investors purchasing Class A Common Stock in the PIPE Investment, in each case, based on the number of shares of Class A Common Stock and Class B Common Stock outstanding as of the Record Date (in each case, without regard to any shares issuable upon exercise of options and warrants).

Additional Matters Being Voted On By AHAC Stockholders

The Charter Amendment Proposal

In addition to voting on the Business Combination Proposal, the stockholders of AHAC will vote on a proposal to approve the Proposed Charter, which will amend and restate the Current Charter. The Proposed Charter will be in effect upon the closing of the Business Combination. See the section entitled “Proposal 2: The Charter Amendment Proposal.” A copy of the Proposed Charter is attached to this proxy statement/prospectus as Annex C.

The Advisory Charter Amendment Proposals

The stockholders of AHAC will vote on separate proposals, on a non-binding advisory basis, to approve amendments to the Current Charter to: (i) change the corporate name of the Combined Company to “Humacyte, Inc.”; (ii) increase the authorized shares of AHAC Common Stock to 250,000,000 shares; (iii) increase the authorized shares of “blank check” preferred stock that the Combined Company’s board of directors could issue to 20,000,000 shares; (iv) provide that the removal of any director be only for cause and by the affirmative vote of at least 66 ⅔% of the Combined Company’s then-outstanding shares of capital stock entitled to vote generally in the election of directors; (v) provide that certain amendments to provisions of the Proposed Charter will require the approval of at least 66 ⅔% of the Combined Company’s then-outstanding shares of capital stock entitled to vote on such amendment; (vi) make the Combined Company’s corporate existence perpetual instead of requiring AHAC to dissolve and liquidate 24 months following the closing of its Initial Public Offering and to remove from the Proposed Charter the various provisions applicable only to special purpose acquisition corporations; and (vii) remove the provision that allows stockholders to act by written consent as opposed to holding a stockholders meeting. See the section entitled “Proposal 3: The Advisory Charter Amendment Proposals.” A copy of the Proposed Charter effectuating the foregoing amendments is attached to this proxy statement/prospectus as Annex C.

The Nasdaq Stock Issuance Proposal

The number of shares of New Humacyte common stock to be issued in connection with the consummation of the Business Combination, together with the shares of Class A Common Stock to be issued in connection with the PIPE Investment, will exceed 20% of the AHAC Common Stock issued and outstanding as of the Record Date. To comply with the Nasdaq Listing Rules applicable to AHAC, stockholders are being asked to approve the

6

Table of Contents

issuance of the New Humacyte common stock pursuant to the Business Combination Agreement and the Class A Common Stock pursuant to the PIPE Investment. See the section entitled “Proposal 4: The Nasdaq Stock Issuance Proposal.”

The Director Election Proposal

The stockholders of AHAC will vote to approve of the appointment of eleven directors who, upon consummation of the Business Combination, will become the directors of the Combined Company. See the section entitled “Proposal 5: The Director Election Proposal.”

The Incentive Plan Proposal

The proposed 2021 Plan will reserve a number of shares equal to 7.5% of the shares of New Humacyte common stock issued and outstanding immediately after the Closing for issuance in accordance with the 2021 Plan’s terms, subject to certain adjustments. In addition, such aggregate number of shares will automatically increase on January 1 of each year commencing January 1, 2022, in an amount equal to 5% of the number of shares of New Humayte’s capital stock outstanding on December 31 of the preceding year, unless the New Humacyte Board acts prior to January 1 of a given year to provide that the increase for such year will be a lesser number. The purpose of the 2021 Plan is to attract, retain, incentivize and reward top talent through stock ownership, to improve operating and financial performance and strengthen the mutuality of interest between eligible service providers and stockholders. The proposed 2021 Plan is attached as Annex D to this proxy statement/prospectus. You are encouraged to read the proposed 2021 Plan in its entirety. See the section entitled “Proposal 6: The Incentive Plan Proposal.”

The ESPP Proposal

The proposed ESPP will reserve a number of shares equal to 1% of the shares of the New Humacyte common stock issued and outstanding immediately after the Closing for issuance in accordance with the ESPP’s terms, subject to certain adjustments. In addition, such aggregate number of shares may, subject to the approval of the New Humacyte Board, increase on January 1 of each year beginning January 1, 2022, but not after the 10 year anniversary of the effective date of the ESPP, in an amount equal to 1% of the total number of shares of New Humacyte’s capital stock outstanding on December 31 of the preceding year, unless the New Humacyte Board acts prior to January 1st of a given year to provide that the increase for such year will be a lesser number. The purpose of the ESPP is to assist eligible employees in acquiring a stock ownership interest in New Humacyte, to align such employees’ interests with those of the New Humacyte stockholders, and to encourage such employees to remain in the employment of New Humacyte. The proposed ESPP is attached as Annex E to this proxy statement/prospectus. You are encouraged to read the proposed ESPP in its entirety. See the section entitled “Proposal 7: The ESPP Proposal.”

The Adjournment Proposal

AHAC stockholders will be asked to consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates if it is determined that more time is necessary or appropriate, in the judgment of the Board or the officer presiding over the Special Meeting, for AHAC to consummate the Business Combination (including to solicit additional votes in favor of any of the Proposals). See the section entitled “Proposal 8: The Adjournment Proposal.”

AHAC Sponsor and Officers and Directors

As of the Record Date, the Sponsor and AHAC’s officers and directors beneficially owned and were entitled to vote an aggregate of 2,805,000 shares of AHAC Common Stock. The shares owned by the Sponsor and AHAC’s officers and directors currently constitute 21.8% of the outstanding AHAC Common Stock.

In connection with the Initial Public Offering, the Sponsor and each of AHAC’s officers and directors agreed to vote their Founder Shares and Private Placement Shares in favor of an initial business combination.

In connection with the Initial Public Offering, the Sponsor and the directors, officers and advisors of AHAC entered into a lock-up agreement pursuant to which they agreed not to transfer the Founder Shares, or shares of Class A Common Stock issuable upon conversion of such shares (subject to limited exceptions), until one year after the consummation of an initial business combination or earlier if, subsequent to the consummation of an initial business

7

Table of Contents

combination, (i) the last sales price of Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial business combination or (ii) AHAC consummates a subsequent liquidation, merger, stock exchange, reorganization or other similar transaction which results in all of AHAC’s (or the successor entity’s) stockholders having the right to exchange their shares of common stock for cash, securities or other property. Additionally, the holders of AHAC securities purchased in the Concurrent Private Placement agreed not to transfer such securities (subject to limited exceptions) until 30 days after the consummation of an initial business combination.

Special Meeting Information

Date, Time and Place of Special Meeting

The Special Meeting will be held virtually on August 24, 2021, at 10:00AM, Eastern Time, at https://www.cstproxy.com/alphahealthcareacquisition/sm2021. AHAC stockholders may attend, vote and examine the list of AHAC stockholders entitled to vote at the Special Meeting by visiting https://www.cstproxy.com/alphahealthcareacquisition/sm2021 and entering the control number found on their proxy card, voting instruction form or notice they previously received. In light of public health concerns regarding the coronavirus (COVID-19), the Special Meeting will be held in a virtual meeting format only. You will not be able to attend the Special Meeting physically.

Voting Power; Record Date

Stockholders will be entitled to vote or direct votes to be cast at the Special Meeting if they owned AHAC Common Stock at the close of business on July 21, 2021, which is the Record Date for the Special Meeting. Stockholders will have one vote for each share of AHAC Common Stock owned at the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. Warrants do not have voting rights. On the Record Date, there were 12,855,000 shares of AHAC Common Stock entitled to vote at the Special Meeting, of which 2,805,000 were owned by Sponsor or an affiliate thereof.

Quorum and Vote of AHAC Stockholders

A quorum of AHAC stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the voting power of all outstanding shares of AHAC Common Stock entitled to vote at the meeting are represented in person (which would include presence at a virtual meeting) or by proxy. As of the Record Date, there were 10,355,000 shares of Class A Common Stock and 2,500,000 shares of Class B Common Stock outstanding; therefore, a total of 6,427,501 shares of AHAC Common Stock must be represented at the Special Meeting in order to constitute a quorum. Abstentions and withheld votes will count as present for the purposes of establishing a quorum, but will not count as votes cast at the Special Meeting for any of the Proposals. Because the Proposals are “non-discretionary” items, your broker will not be able to vote uninstructed shares for any of the Proposals. As a result, if you do not provide voting instructions, a broker “non-vote” will be deemed to have occurred for each of the Proposals. Broker “non-votes” will not be counted as present for purposes of determining whether a quorum is present. As of the Record Date, the Sponsor holds approximately 21.8% of the outstanding AHAC Common Stock.

The Proposals presented at the Special Meeting will require the following votes:

•        The approval of the Business Combination Proposal will require the affirmative vote of the holders of a majority of the outstanding shares of AHAC Common Stock, voting as a single class. As of the Record Date, there are 10,355,000 shares of Class A Common Stock outstanding and 2,500,000 shares of Class B Common Stock outstanding; at least 6,427,501 shares of AHAC Common Stock, voting as a single class, must be voted in favor of the Proposal. The Sponsor, directors, management team members and advisors to AHAC have agreed to vote in favor of the Proposal; as a result, as of the Record Date, only 3,622,501 Public Shares, or approximately 35.0% of the Public Shares, are required to be voted in favor of the Business Combination Proposal in order for it to be approved.

8

Table of Contents

•        The approval of the Advisory Charter Amendment Proposals, the Nasdaq Stock Issuance Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal will require the affirmative vote of a majority of the issued and outstanding shares of AHAC Common Stock cast by the stockholders represented in person (which would include presence at a virtual meeting) or by proxy and entitled to vote at the Special Meeting, voting as a single class.

•        The approval of the Charter Amendment Proposal will require the affirmative vote of a majority of the issued and outstanding shares of each of the Class A Common Stock and Class B Common Stock, voting separately. Accordingly, an AHAC stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting or an abstention will have the same effect as a vote “AGAINST” the Charter Amendment Proposal.

•        The Director Election Proposal will require a plurality vote of the AHAC Common Stock present (which would include presence at a virtual meeting) or represented by proxy and entitled to vote at the Special Meeting. “Plurality” means that the individuals who receive the largest number of votes cast “FOR” are elected as directors. Consequently, any shares not voted “FOR” a particular nominee (whether as a result of an abstention, a direction to withhold authority or a broker non-vote) will not be counted in the nominee’s favor.

Abstentions and broker non-votes will have no effect on any of the Proposals that will be presented at the Special Meeting.

Consummation of the Business Combination is conditioned on approval of the Business Combination Proposal, the Charter Amendment Proposal, the Nasdaq Stock Issuance Proposal, the Director Election Proposal, the Incentive Plan Proposal and the ESPP Proposal (and each such Proposal is cross-conditioned on the approval of all other noted Proposals). If any such Proposal is not approved, the other noted Proposals will not be presented to the stockholders for a vote.

Redemption Rights of AHAC Stockholders

Pursuant to the Current Charter, any holders of Public Shares may demand that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account, less franchise and income taxes payable. If demand is properly made and the Business Combination is consummated, these shares, immediately prior to the Business Combination, will cease to be outstanding and will represent only the right to receive a pro rata share of 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 it to pay the Company’s franchise and income taxes less any owed but unpaid taxes on the funds in the Trust Account). For illustrative purposes, based on funds in the Trust Account of approximately $100,031,770 on the Record Date, the estimated per share redemption price would have been approximately $10.00.

In order to exercise your redemption rights, you must:

•        check the box on the enclosed proxy card to elect redemption;

•        provide, in the written request to redeem your Public Shares for cash to Continental, AHAC’s transfer agent, a “Stockholder Certification” if you are not acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) with any other stockholder with respect to shares of AHAC Common Stock;

•        prior to August 20, 2021 (two business days before the Special Meeting), tender your shares physically or electronically and submit a request in writing that AHAC redeem your Public Shares for cash to Continental at the following address:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com; or

9

Table of Contents

•        deliver your Public Shares either physically or electronically through DTC to Continental at least two business days before the Special Meeting. Public Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from Continental and time to effect delivery. It is AHAC’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from Continental. However, AHAC does not have any control over this process and it may take longer than two weeks. Stockholders who hold their Public Shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your Public Shares as described above, your shares will not be redeemed.

Any request for redemption, once made by a Public Stockholder, may be withdrawn at any time prior to the time the vote is taken with respect to the Business Combination Proposal at the Special Meeting. If you deliver your Public Shares for redemption directly to Continental or deliver your Public Shares either physically or electronically through DTC to Continental, and later decide prior to the Special Meeting not to elect redemption, you may request that Continental return the shares (physically or electronically). You may make such request by contacting Continental at (917) 262-2373, by email at proxy@continentalstock.com or by writing to the address listed above.

Prior to exercising redemption rights, stockholders should verify the market price of Class A Common Stock as they may receive higher proceeds from the sale of their Class A Common Stock in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. We cannot assure you that you will be able to sell your shares of Class A Common Stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in AHAC Common Stock when you wish to sell your shares.

If you exercise your redemption rights, your shares of Class A Common Stock will cease to be outstanding immediately prior to the Business Combination and will only represent the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account. You will no longer own those shares and will have no right to participate in, or have any interest in, the future growth of the Combined Company, if any. You will be entitled to receive cash for these shares only if you properly and timely demand redemption.

If the Business Combination is not approved or completed for any reason, then Public Stockholders who elected to exercise their redemption rights will not be entitled to redeem their shares. In such case AHAC will promptly return any Public Shares previously delivered by the Public Stockholders.

Tax Consequences of Business Combination

For a description of the material U.S. federal income tax consequences of the Business Combination, please see the information set forth in the section entitled “Material U.S. Federal Income Tax Considerations.”

Appraisal Rights

None of AHAC’s stockholders, unitholders or warrantholders have appraisal rights in connection with the Business Combination under Delaware law.

Regulatory Matters

Under the HSR Act and the rules that have been promulgated thereunder by the U.S. Federal Trade Commission (“FTC”), certain transactions may not be consummated unless information has been furnished to the Antitrust Division of the Department of Justice (“Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. The Business Combination is subject to these requirements and may not be completed until the expiration of a 30-day waiting period following the filing of the required Notification and Report Forms with the Antitrust Division and the FTC or until early termination is granted. On March 3, 2021, AHAC and Humacyte filed their respective HSR Act Notification and Report Forms with the Antitrust Division and the FTC. Consequently, the required waiting period expired at 11:59 p.m. on April 2, 2021.

At any time before or after consummation of the Business Combination, notwithstanding expiration or termination of the waiting period under the HSR Act, the applicable competition authorities in the United States or any other applicable jurisdiction could take such action under applicable antitrust laws as such authority deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Business

10

Table of Contents

Combination, conditionally approving the Business Combination upon divestiture of New Humacyte’s assets, subjecting the completion of the Business Combination to regulatory conditions or seeking other remedies. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. AHAC cannot assure that the Antitrust Division, the FTC, any state attorney general, or any other government authority will not attempt to challenge the Business Combination on antitrust grounds, and, if such a challenge is made, AHAC cannot assure as to its result. Under the Business Combination Agreement, AHAC and Humacyte are not obligated to agree to sell, license or dispose of any assets or businesses, or terminate or amend any existing relationships or enter into new relationships or contracts in order to obtain approval of the Business Combination by the FTC, the Antitrust Division or otherwise.

Neither AHAC nor Humacyte is aware of any material regulatory approvals or actions that are required for completion of the Business Combination other than the expiration of the waiting period under the HSR Act, which period has expired. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person (which would include presence at a virtual meeting). AHAC has engaged Morrow Sodali LLC (“Morrow Sodali”) to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares in person (which would include presence at a virtual meeting) if it revokes its proxy before the Special Meeting. A stockholder may also change its vote by submitting a later-dated proxy as described in the section entitled “Special Meeting of AHAC Stockholders — Revoking Your Proxy.”

Interests of the Sponsor and AHAC’s Directors and Officers in the Business Combination

In considering the recommendation of the Board to vote in favor of approval of the Business Combination Proposal, the Charter Amendment Proposal and the other Proposals, AHAC stockholders should keep in mind that the Sponsor (which is affiliated with certain of AHAC’s officers and directors) and AHAC’s officers and directors have interests in such proposals that are different from, or in addition to, your interests as an AHAC stockholder or warrant holder. These interests include, among other things:

•        If the Business Combination with Humacyte or another business combination is not consummated by September 22, 2022 (or such later date as may be approved by AHAC’s stockholders), AHAC will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares for cash and, subject to the approval of its remaining stockholders and its Board, dissolving and liquidating. In such event, (i) the 2,500,000 Founder Shares held by the Sponsor and certain of AHAC’s officers and directors, which were acquired by the Sponsor for a purchase price of approximately $0.009 per share, or $25,000 in the aggregate, prior to the Initial Public Offering, and (ii) the 305,000 Units purchased by the Sponsor for a purchase price of $10.00 per Unit, or $3,050,000 in the aggregate, in the Concurrent Private Placement would be worthless because the holders are not entitled to participate in any redemption or distribution with respect to such securities. Such securities had an aggregate market value of approximately $28.02 million based upon the closing price of $9.99 per share on Nasdaq on the Record Date.

•        If AHAC is unable to complete a business combination within the required time period, the Sponsor will be personally liable under certain circumstances described herein to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by AHAC for services rendered or contracted for or products sold to AHAC. If AHAC consummates a business combination, on the other hand, AHAC will be liable for all such claims.

•        The Business Combination Agreement provides for the continued indemnification of AHAC’s current directors and officers and the continuation of directors and officers liability insurance covering AHAC’s current directors and officers.

•        None of AHAC’s officers or directors will be required to commit his or her full time to the affairs of New Humacyte and, accordingly, may have conflicts of interest in allocating his or her time among various business activities.

11

Table of Contents

•        In the course of their other business activities, AHAC’s officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to New Humacyte as well as the other entities with which they are affiliated. AHAC’s management may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

•        AHAC’s Sponsor and AHAC’s other initial stockholders have agreed to waive their redemption rights with respect to any shares of AHAC Common Stock they may hold in connection with the Business Combination. Additionally, our initial stockholders have agreed to waive their redemption rights with respect to any Founder Shares and Private Placement Shares held by them if we fail to consummate our initial business combination within 24 months after the closing of the Initial Public Offering. If AHAC does not complete an initial business combination within such applicable time period, the proceeds of the sale of the Units held in the Trust Account will be used to fund the redemption of the Public Shares, and the Founder Shares and units purchased in the Concurrent Private Placement will expire worthless. The Founders Share and the Units purchased in the Concurrent Private Placement held by AHAC’s initial stockholders had an aggregate market value of approximately $28.02 million based upon the closing price of $9.99 per share on Nasdaq on the Record Date. In addition, with certain limited exceptions, the Founder Shares will not be transferable or assignable by the Sponsor until the earlier to occur of: (A) one year after the completion of AHAC’s initial business combination and (B) subsequent to the initial business combination, (x) if the reported last sale price of the 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 the initial business combination, or (y) the date on which AHAC completes 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. With certain limited exceptions, the Units, Private Placement Shares and Warrants and the Class A Common Stock underlying such Warrants, will not be transferable, assignable or saleable by the Sponsor or its permitted transferees until 30 days after the completion of AHAC’s initial business combination. Since the Sponsor and AHAC’s officers and directors may directly or indirectly own AHAC Common Stock or Warrants following the Initial Public Offering, AHAC’s officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate the initial business combination.

•        AHAC’s officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to the initial business combination.

•        The Sponsor and AHAC’s officers or directors may have a conflict of interest with respect to evaluating a business combination and financing arrangements as AHAC may obtain loans from the Sponsor or an affiliate of the Sponsor or any of AHAC’s officers or directors to finance transaction costs in connection with an intended initial business combination. As of June 10, 2021, no such loans are outstanding. The terms of such loans, if any are made, have not been determined and no written agreements exist with respect to such loans. The loans would either be repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such loans may be converted into units of the post-business combination entity at a price of $10.00 per unit, and it is expected that the units issued upon conversion of such loans would be identical to the units sold in the Initial Public Offering, except that such securities would not be redeemable given that such securities would be issued after completion of the initial business combination.

•        The Sponsor as well as Messrs. Carlson, Robertson, Springer and Xie, directors of AHAC, will be party to the Investor Rights and Lock-up Agreement, which will come into effect at the Effective Time.

Opinion of AHAC’s Financial Advisor

In connection with the Business Combination, Lake Street delivered a written opinion, dated February 16, 2021, to the Board as to the fairness, from a financial point of view and as of the date of the opinion, to AHAC of the Exchange Ratio in the proposed Business Combination. The full text of the opinion, which describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by Lake Street in

12

Table of Contents

preparing the opinion, is attached as Annex B to this proxy statement/prospectus. The opinion was for the information of, and was directed to, the Board (in its capacity as such) in connection with its consideration of the financial terms of the Business Combination. The opinion does not address the underlying business decision of AHAC to engage in the Business Combination or enter into the Business Combination Agreement or constitute a recommendation to the Board in connection with the Business Combination, and it does not constitute a recommendation to any holder of AHAC Common Stock or any stockholder of any other entity as to how to vote in connection with the Business Combination or any other matter.

For further information, see the section entitled “Proposal 1: The Business Combination Proposal — Opinion of AHAC’s Financial Advisor” and Annex B to this proxy statement/prospectus.

Recommendation to AHAC Stockholders

After careful consideration, the Board determined unanimously that each of the Business Combination Proposal, the Charter Amendment Proposal, the Advisory Charter Amendment Proposals, the Nasdaq Stock Issuance Proposal, the Director Election Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal, if presented, is fair to and in the best interests of AHAC and its stockholders. The Board has approved and declared advisable and unanimously recommend that you vote or give instructions to vote “FOR” each of these Proposals.

For a description of various factors considered by the Board in reaching its decision to recommend in favor of voting for each of the Proposals to be presented at the Special Meeting, see the sections herein regarding each of the Proposals.

Summary of Risk Factors

The following is a summary of principal risk to which (i) Humacyte’s business, operations and financial performance and (ii) the Business Combination are subject. Each of these risks is more fully described in the individual risk factors set forth under “Risk Factors” in this proxy statement/prospectus. Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to the business of Humacyte prior to the consummation of the Business Combination, which will be the business of the Combined Company following the consummation of the Business Combination.

Risks Related to the Business, Operations and Financial Performance of Humacyte

•        We have never generated product revenue and have incurred significant losses to date. We expect to continue to incur losses for the foreseeable future and may never generate product revenue or be profitable. In our audited financial statements as of and for the year ended December 31, 2020, we concluded that there is substantial doubt about our ability to continue as a going concern within one year from the original issuance date of such financial statements. We will need to raise additional capital to finance our operations, which we may not be able to do on acceptable terms or at all.

•        The terms of our existing indebtedness may limit our ability to incur future debt.

•        If our clinical trials fail to demonstrate safety and efficacy to the satisfaction of the FDA or similar regulatory authorities outside the United States or do not otherwise produce favorable results, we may incur significant additional costs or experience significant delays in completing, or ultimately be unable to complete, the development and commercialization of our product candidates.

•        We may experience delays or difficulties in the enrollment of patients in our clinical trials, which may delay or prevent additional clinical trials and our receipt of necessary marketing approvals.

•        Lack of experience by investigators and surgeons with our HAVs can lead to incorrect implantation or follow-up procedures which could harm the results of our clinical trials and market acceptance of our HAVs, if approved.

•        Our near-term prospects are dependent on the success of our 6 millimeter HAV, and if we are unable to successfully develop and commercialize it, our business, operating results and financial condition will be materially harmed.

13

Table of Contents

•        We may not be successful in our efforts to use our proprietary scientific technology platform to build a pipeline of additional product candidates.

•        Even if our HAVs receive marketing approval in the future for one or more of our product candidates, they may fail to achieve the degree of market acceptance by physicians, patients, third-party payors and others in the medical community necessary for commercial success.

•        The sizes of the market opportunities for our product candidates have not been established with precision and are estimates that management believes to be reasonable. If these market opportunities are smaller than we estimate or if any approval that we obtain is based on a narrower definition of the relevant patient population, our revenue and ability to achieve profitability might be materially and adversely affected.

•        Our distribution agreement with Fresenius Medical Care imposes obligations on us that may restrict our ability to operate our business in ways we believe to be in our long-term best interest.

•        If we receive approval for a product candidate that is not subject to our distribution agreement with Fresenius Medical Care, and we are unable to establish our own marketing, sales and distribution capabilities or are unable to enter into agreements with third parties do so, we may not be able to generate product revenue and will have to alter our development and commercialization plans.

•        The outbreak of COVID-19 may continue to adversely impact our business, including our manufacturing efforts, and our preclinical studies and clinical trials.

•        The manufacture of our product candidates is complex, we have not manufactured commercial product, and we may encounter difficulties in production. If we or any third-party manufacturer encounter such difficulties, our ability to supply our product candidates for clinical trials or, if approved, for commercial sale could be delayed or halted entirely.

•        We may be unable to demonstrate comparability between HAVs manufactured using the AURA system and HAVs manufactured using the LUNA200 system. Failure to demonstrate such comparability could adversely affect our ability to secure regulatory approval for our product candidates.

•        We rely on third parties to conduct and support our clinical trials, and those third parties may not perform satisfactorily, including by failing to adhere to regulatory requirements or our stated protocols or to meet deadlines for the completion of such trials.

•        We rely on third-party suppliers, including sole source suppliers, to provide certain components for our product candidates. Any failure by a third-party supplier to supply these components for manufacture may delay or impair our ability to complete our clinical trials and to commercialize our product candidates.

•        We intend to rely on our strategic, global partnership with Fresenius Medical Care to undertake, or assist with, the marketing, sale and distribution of certain of our product candidates if we receive marketing approval from relevant regulatory authorities. Disruption of this arrangement could materially adversely affect our business, prospects, operating results and financial condition.

•        Our ability to successfully commercialize our products may be impaired if we are unable to obtain and maintain effective intellectual property rights for our proprietary scientific technology platform and product candidates.

Risks Related to the Business Combination and Redemptions

•        The opinion of Lake Street, AHAC’s financial advisor, does not reflect changes in circumstances between February 16, 2021, the date Lake Street issued the opinion, and the closing of the Business Combination.

•        The exercise of AHAC’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in the best interests of AHAC’s stockholders.

14

Table of Contents

•        If AHAC is unable to complete the Business Combination with Humacyte or another business combination by September 22, 2022 (or such later date as may be approved by AHAC’s stockholders), AHAC will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares for cash and, subject to the approval of its remaining stockholders and its Board, dissolving and liquidating. In such event, third parties may bring claims against AHAC and, as a result, the proceeds held in the Trust Account could be reduced and the per-share liquidation price received by stockholders could be less than $10.00 per share.

•        There is no guarantee that a Public Stockholder’s decision whether to redeem their Public Shares for a pro rata portion of the Trust Account will put the stockholder in a better future economic position.

•        Subsequent to the Closing, New Humacyte may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

Comparison of Stockholders’ Rights

Following the Closing, the rights of AHAC stockholders who remain New Humacyte stockholders in the Business Combination will no longer be governed by the Current Charter and AHAC’s duly adopted bylaws (the “Bylaws”) and instead will be governed by the Proposed Charter and the Bylaws. See “Comparison of Stockholders’ Rights” beginning on page 263.

15

Table of Contents

SELECTED HISTORICAL FINANCIAL INFORMATION

AHAC is providing the following selected historical financial information to assist you in your analysis of the financial aspects of the Business Combination.

AHAC’s balance sheet data as of December 31, 2020 and statement of operations data for the period from July 1, 2020 (inception) through December 31, 2020 are derived from AHAC’s audited financial statements, included elsewhere in this proxy statement/prospectus. AHAC’s balance sheet data as of March 31, 2021 and statement of operations data for the three months ended March 31, 2021 are derived from AHAC’s unaudited financial statements, included elsewhere in this proxy statement/prospectus.

Humacyte’s balance sheet data as of December 31, 2020 and December 31, 2019, and statement of operations and comprehensive loss data for the fiscal years ended December 31, 2020 and December 31, 2019 are derived from Humacyte’s audited financial statements, included elsewhere in this proxy statement/prospectus. Humacyte’s balance sheet data as of March 31, 2021 and statement of operations data for the three months ended March 31, 2021 are derived from Humacyte’s unaudited financial statements, included elsewhere in this proxy statement/prospectus.

This information is only a summary and should be read in conjunction with each of AHAC’s and Humacyte’s financial statements and related notes and the sections entitled “Information about AHAC — Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Information about Humacyte — Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this proxy statement/prospectus. The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of the future performance of AHAC or Humacyte. All amounts are in U.S. dollars.

Selected Historical Financial Information: AHAC

ALPHA HEALTHCARE ACQUISITION CORP.
STATEMENTS OF OPERATIONS

 

For the
Three Months Ended
March 31,
2021

 

From the period
from July 1, 2020
(Inception)
to December 31,
2020
(as restated)

Formation and operating costs

 

$

493,818

 

 

$

249,524

 

Loss from operations

 

 

(493,818

)

 

 

(249,524

)

   

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

Interest income

 

 

19

 

 

 

 

Change in fair value of warrant liabilities

 

 

(8,955,424

)

 

 

1,970,001

 

Interest income on marketable securities held in Trust account

 

 

13,691

 

 

 

16,191

 

Offering expenses related to warrant issuance

 

 

 

 

 

(317,023

)

Total other income (expense)

 

 

(8,941,714

)

 

 

1,669,169

 

   

 

 

 

 

 

 

 

Net income (loss)

 

$

(9,435,532

)

 

$

1,419,645

 

Weighted average shares outstanding of Class A common stock

 

 

10,350,000

 

 

 

6,338,515

 

Basic and diluted net income per share, Class A common stock

 

$

0.00

 

 

$

0.00

 

Weighted average shares outstanding of Class B common stock

 

 

8,625,000

 

 

 

2,500,000

 

Basic and diluted net income (loss) per share, Class B common stock

 

 

(0.20

)

 

 

0.56

 

 

March 31,
2021

 

December 31,
2020

Balance Sheet Data

 

 

   

 

 

Total assets

 

$

100,667,493

 

$

101,259,899

Total liabilities

 

$

17,257,243

 

$

8,246,054

Total commitments

 

$

78,410,240

 

$

88,013,840

Total stockholders’ equity

 

$

5,000,010

 

$

5,000,005

16

Table of Contents

Selected Historical Financial Information: Humacyte

 

For the Year Ended December 31,

 

For the Three Months Ended March 31,

Statement of Operations and Comprehensive Loss Data
(In thousands, except Share and per Share Amounts)

 

2020

 

2019

 

2021

 

2020

             

Revenue

 

$

1,491

 

 

$

6,187

 

 

 

155

 

 

 

255

 

Research and development

 

 

54,078

 

 

 

75,603

 

 

 

15,137

 

 

 

14,364

 

General and administrative

 

 

12,013

 

 

 

16,275

 

 

 

4,787

 

 

 

3,257

 

Total operating expenses

 

 

66,091

 

 

 

91,878

 

 

 

19,924

 

 

 

17,621

 

Loss from operations

 

 

(64,600

)

 

 

(85,691

)

 

 

(19,769

)

 

 

(17,366

)

Other income (expenses), net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

278

 

 

 

2,567

 

 

 

1

 

 

 

249

 

Interest expense

 

 

(2,202

)

 

 

(2,298

)

 

 

(533

)

 

 

(557

)

Total other income (expenses), net

 

 

(1,924

)

 

 

269

 

 

 

(532

)

 

 

(308

)

Net loss and comprehensive loss

 

$

(66,524

)

 

$

(85,422

)

 

$

(20,301

)

 

$

(17,674

)

Weighted-average shares outstanding used in computing net loss per share attributable to common stockholders, basic and diluted

 

 

21,956,162

 

 

 

20,120,442

 

 

 

22,371,289

 

 

 

21,699,184

 

Net loss per share attributable to common stockholders, basic and diluted

 

$

(3.03

)

 

$

(4.25

)

 

$

(0.91

)

 

$

(0.81

)

Balance Sheet Data

 

December 31, 2020

 

December 31, 2019

 

March 31,
2021

(In thousands)

           

Total assets

 

$

106,688

 

$

168,691

 

$

111,758

Total liabilities

 

 

36,016

 

 

36,490

 

 

56,293

Total redeemable convertible preferred stock and stockholders’ deficit

 

 

70,672

 

 

132,201

 

 

55,465

Selected Unaudited Pro Forma Condensed Combined Financial Information

The selected unaudited pro forma condensed combined financial information gives effect to the Business Combination, the other events contemplated by the Business Combination Agreement and the financing transaction described in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, AHAC will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of New Humacyte will represent a continuation of the financial statements of Humacyte with the Business Combination treated as the equivalent of Humacyte issuing stock for the net assets of AHAC, accompanied by a recapitalization. The net assets of AHAC will be stated at historical cost, with no goodwill or other intangible assets are recorded. Operations prior to the Business Combination will be those of Humacyte.

The selected unaudited pro forma condensed combined balance sheet data as of March 31, 2021 gives pro forma effect to the Business Combination and the other events contemplated by the Business Combination Agreement as if they had occurred on March 31, 2021. The selected unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020, combine the historical statements of operations of AHAC for the period from July 1, 2020 (inception) through December 31, 2020, and the historical statements of operations of Humacyte for the year ended December 31, 2020 on a pro forma basis as if the Business Combination, the other events contemplated by the Business Combination Agreement and the financing transaction had been consummated on January 1, 2020, the beginning of the earliest period presented. The selected unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2021, combine the historical statements of operations of AHAC for the three months ended March 31, 2021, and the historical statements of operations of Humacyte for the three months ended March 31, 2021 on a pro forma basis as if the Business Combination, the other events contemplated by the Business Combination Agreement and the financing transaction had been consummated on January 1, 2020, the beginning of the earliest period presented.

17

Table of Contents

The selected unaudited pro forma condensed combined financial information has been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information of New Humacyte appearing elsewhere in this proxy statement/prospectus and the accompanying notes in the section titled “Unaudited Pro Forma Condensed Combined Financial Information.” The unaudited pro forma condensed combined financial information is derived from, and should be read in conjunction with, the historical financial statements and related notes of AHAC and Humacyte for the applicable periods included elsewhere in this proxy statement/prospectus. The selected unaudited pro forma condensed combined financial information has been presented for informational purposes only and is not necessarily indicative of what New Humacyte’s financial position or results of operations actually would have been had the Business Combination, the other events contemplated by the Business Combination Agreement and the financing transaction been completed as of the dates indicated. The selected unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of New Humacyte.

AHAC is providing the following selected unaudited pro forma condensed combined financial information to assist you in your analysis of the financial aspects of the Business Combination. The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption by AHAC’s Public Stockholders of shares of AHAC Class A Common Stock for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the Trust Account:

•        Assuming No Redemption — this scenario assumes that no Public Stockholders exercise redemption rights with respect to their Public Shares; and

•        Assuming Maximum Redemption — this scenario assumes that 10,000,000 shares of AHAC Class A Common Stock are redeemed, which excludes 355,000 shares of Class A Common Stock held by the Sponsor and AHAC’s other initial stockholders who have agreed to waive their redemption rights, at an assumed redemption price of approximately $10.00 per share based on the funds held in the Trust Account as of March 31, 2021 for an aggregate payment of $100.0 million.

The two redemption scenarios assumed in the unaudited pro forma condensed combined balance sheet and statement of operations do not include adjustments for the 5,000,000 outstanding Public Warrants issued in connection with the Initial Public Offering as such securities are not exercisable until 30 days after the Closing or the Warrants that may be issued in connection with the conversion of Working Capital Loans (as defined herein) as the Sponsor has not determined whether to exercise the conversion option.

If the actual facts are different than these assumptions, then the amounts and shares outstanding in the unaudited pro forma condensed combined financial information will be different and those changes could be material.

in thousands, except share and per share data

 

Assuming No
Redemption

 

Assuming
Maximum
Redemption

Selected Unaudited Pro Forma Condensed Combined Statement of Operations – Year Ended December 31, 2020

 

 

 

 

 

 

 

 

Total revenue

 

$

1,491

 

 

$

1,491

 

Total expenses

 

$

66,340

 

 

$

66,340

 

Operating loss

 

$

(64,849

)

 

$

(64,849

)

Net loss

 

$

(69,957

)

 

$

(69,957

)

Loss per share

 

$

(0.66

)

 

$

(0.73

)

Weighted average shares outstanding – basic and diluted

 

 

105,934,776

 

 

 

95,934,776

 

   

 

 

 

 

 

 

 

Selected Unaudited Pro Forma Condensed Combined Statement of Operations – Three Months Ended March 31, 2021

 

 

 

 

 

 

 

 

Total revenue

 

$

155

 

 

$

155

 

Total expenses

 

$

20,418

 

 

$

20,418

 

Operating loss

 

$

(20,263

)

 

$

(20,263

)

Net loss

 

$

(21,630

)

 

$

(21,630

)

Loss per share

 

$

(0.20

)

 

$

(0.23

)

Weighted average shares outstanding – basic and diluted

 

 

105,934,776

 

 

 

95,934,776

 

   

 

 

 

 

 

 

 

18

Table of Contents

in thousands, except share and per share data

 

Assuming No
Redemption

 

Assuming
Maximum
Redemption

Selected Unaudited Pro Forma Condensed Combined Statement of Financial Position as of March 31, 2021

 

 

   

 

 

Total current assets

 

$

298,542

 

$

199,914

Total assets

 

$

361,726

 

$

263,098

Total current liabilities

 

$

13,189

 

$

13,189

Total liabilities

 

$

198,002

 

$

198,002

Total stockholders’ equity

 

$

163,724

 

$

65,096

19

Table of Contents

COMPARATIVE PER SHARE DATA

The following table sets forth:

•        historical per share information of AHAC for the period from July 1, 2020 (inception) through December 31, 2020 and the three months ended March 31, 2021;

•        historical per share information of Humacyte for the year ended December 31, 2020 and the three months ended March 31, 2021; and

•        unaudited pro forma per share information of the Combined Company for the year ended December 31, 2020 and the three months ended March 31, 2021 after giving effect to the Business Combination and PIPE Investment, assuming two redemption scenarios as follows:

•        Scenario 1 — Assuming No Redemptions:    This presentation assumes that no Public Stockholders of AHAC exercise redemption rights with respect to their Public Shares.

•        Scenario 2 — Assuming Maximum Redemptions:    This presentation assumes that 10,000,000 shares of Class A Common Stock are redeemed, which excludes 355,000 shares of Class A Common Stock held by the Sponsor and AHAC’s other initial stockholders who have agreed to waive their redemption rights, at an assumed redemption price of approximately $10.00 per share based on the funds held in the Trust Account as of March 31, 2021 for an aggregate payment of $100.0 million.

The following table is also based on the assumption that 17,500,000 shares of Class A Common Stock are issued to the PIPE Investors upon the consummation of the PIPE Investment. If the actual facts are different than this assumption, the below numbers will be different.

The historical information should be read in conjunction with “Information about AHAC — Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Information about Humacyte — Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained elsewhere in this proxy statement/prospectus and the audited financial statements and the related notes of AHAC and Humacyte contained elsewhere in this proxy statement/prospectus.

20

Table of Contents

The unaudited pro forma per share information is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information and related notes included elsewhere in this proxy statement/prospectus. The unaudited pro forma combined net loss per share information below does not purport to represent what the actual results of operations of New Humacyte would have been had the Business Combination been completed, or to project New Humacyte results of operations that may be achieved after the Business Combination. The unaudited pro forma book value per share information below does not purport to represent what the book value of New Humacyte would have been had the Business Combination been completed nor the book value per share for any future date or period.

         

Combined Pro Forma

 

Humacyte Equivalent Per
Share
Pro Forma(b)

   

AHAC
(Historical)

 

Humacyte
(Historical)

 

Assuming
No
Redemption

 

Assuming
Maximum
Redemption

 

Assuming
No
Redemption

 

Assuming
Maximum
Redemption

As of March 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2021 book value per share(a)

 

$

1.00

 

 

$

(16.16

)

 

$

1.55

 

 

$

0.68

 

 

$

0.41

 

 

$

0.18

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended March 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends per share

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$