8-K - HUMA - Equibles

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM8-K

CURRENTREPORT

PURSUANTTO SECTION 13 OR 15(D) OF THE

SECURITIESEXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 26, 2021 (May 22, 2021)

ALPHAHEALTHCARE ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-39532	85-1763759
(State<br> or other jurisdiction<br><br> of incorporation)	(Commission<br> File Number)	(I.R.S.<br> Employer<br><br> Identification No.)
1177 Avenue of the Americas, 5th Floor<br><br> <br>New York, New York	10036
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(Address<br> of principal executive offices)	(Zip<br> Code)

(646)494-3296

(Registrant’s telephone number, including area code)

NotApplicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbols	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock, and one-half of one Redeemable Warrant	AHACU	The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share	AHAC	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Class A<br><br> <br>Common Stock at an exercise price of $11.50	AHACW	The Nasdaq Stock Market LLC
☒	Indicate<br> by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405<br> of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
---	---
☐	If<br> an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying<br> with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 7.01Regulation FD Disclosure.

On May 22, 2021, Humacyte, Inc. (“Humacyte”), a clinical-stage biotechnology platform company developing universally implantable bioengineered human tissue at commercial scale, issued a press release announcing that results from clinical studies of the human acellular vessels (HAV) for arteriovenous (AV) access in hemodialysis had been presented at the Vascular Access Society of the Americas (VASA) 2021 Spring Virtual Conference.

On May 26, 2021, Humacyte, issued a press release announcing that the company had received a 2021 Life Sciences Award from the TriangleBusiness Journal.

On February 17, 2021 Alpha Healthcare Acquisition Corp. (“AHAC”) and Humacyte announced the execution of definitive Business Combination Agreement, by and among AHAC, Hunter Merger Sub, Inc. and Humacyte (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”). The Business Combination Agreement provides, among other things, that on the terms and subject to the conditions set forth therein, Hunter Merger Sub, Inc. will merge with and into Humacyte, with Humacyte surviving as a wholly-owned subsidiary of the AHAC (the “Business Combination”).

The press releasees are attached as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference. A copy of the Business Combination Agreement was attached as Exhibit 2.1 to AHAC’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on February 17, 2021.

The foregoing (including Exhibit 99.1 and Exhibit 99.2) are being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

Item 8.01Other Events

The information included under Item 7.01 above is incorporated herein by reference.

ImportantInformation About the Merger and Where to Find It

A full description of the terms of the Business Combination will be provided in the registration statement on Form S-4 (the “S-4 Registration Statement”) to be filed with the SEC by AHAC, which will include a prospectus with respect to AHAC’s securities to be issued in connection with the Business Combination and a proxy statement with respect to the stockholder meeting of AHAC to vote on the Business Combination. AHAC urges its investors, stockholders and other interested persons to read, when available, the preliminary proxy statement/prospectus as well as other documents filed with the SEC because these documents will contain important information about AHAC, Humacyte and the Business Combination. After the S-4 Registration Statement is declared effective, the definitive proxy statement/prospectus to be included in the registration statement will be mailed to stockholders of AHAC as of a record date to be established for voting on the proposed Business Combination. Once available, stockholders will also be able to obtain a copy of the S-4 Registration Statement, including the proxy statement/prospectus, and other documents filed with the SEC without charge, by directing a request to: Alpha Healthcare Acquisition Corp., 1177 Avenue of the Americas, 5^th^ Floor, New York, New York 10036. The preliminary and definitive proxy statement/prospectus to be included in the S-4 Registration Statement, once available, can also be obtained, without charge, at the SEC’s website (www.sec.gov).

Participantsin the Solicitation

AHAC and Humacyte and their respective directors and executive officers may be considered participants in the solicitation of proxies with respect to the Business Combination under the rules of the SEC. Information about the directors and executive officers of AHAC is set forth in AHAC’s final prospectus filed with the SEC pursuant to Rule 424(b) of the Securities Act on September 17, 2020, and is available free of charge at the SEC’s website at www.sec.gov or by directing a request to: Alpha Healthcare Acquisition Corp., Attn: Secretary, 1177 Avenue of the Americas, 5^th^ Floor, New York, New York 10036. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of AHAC’s stockholders in connection with the proposed Business Combination will be set forth in the registration statement containing the proxy statement/prospectus for the proposed Business Combination when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above.

Forward-LookingStatements

This Current Report contains forward-looking statements that are based on beliefs and assumptions and on information currently available. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained in this Current Report, we caution you that these statements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannot be certain. Forward-looking statements in this Current Report include, but are not limited to, statements regarding the proposed Business Combination, including the timing and structure of the Business Combination, the proceeds of the Business Combination, the initial market capitalization of the combined company following the Closing and the benefits of the Business Combination, as well as statements about the potential attributes and benefits of Humacyte’s product candidates and the format and timing of Humacyte’s product development activities and clinical trials. We cannot assure you that the forward-looking statements in this Current Report will prove to be accurate. These forward-looking statements are subject to a number of significant risks and uncertainties that could cause actual results to differ materially from expected results, including, among others, the ability to complete the Business Combination due to the failure to obtain approval from AHAC’s stockholders or satisfy other closing conditions in the Business Combination Agreement, the occurrence of any event that could give rise to the termination of the Business Combination Agreement, the ability to recognize the anticipated benefits of the Business Combination, the outcome of any legal proceedings that may be instituted against AHAC or Humacyte following announcement of the proposed Business Combination and related transactions, the impact of COVID-19 on Humacyte’s business and/or the ability of the parties to complete the Business Combination, the ability to obtain or maintain the listing of AHAC’s Class A Common Stock on Nasdaq following the proposed Business Combination, costs related to the proposed Business Combination, changes in applicable laws or regulations, the possibility that AHAC or Humacyte may be adversely affected by other economic, business, and/or competitive factors. and other risks and uncertainties, including those to be included under the header “Risk Factors” in the S-4 Registration Statement to be filed by AHAC with the SEC and those included under the header “Risk Factors” in the final prospectus of AHAC related to its initial public offering. Most of these factors are outside AHAC’s and Humacyte’s control and are difficult to predict. Furthermore, if the forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. The forward-looking statements in this Current Report represent our views as of the date of this Current Report. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this Current Report.

NoOffer or Solicitation

This Current Report is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits

Exhibit<br> Number		Description
	99.1	Press Release, dated May 22, 2021
	99.2	Press Release, dated May 26, 2021

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Alpha Healthcare Acquisition Corp.
Date:<br> May 26, 2021	By:	/s/<br> Rajiv Shukla
		Name:<br> Rajiv Shukla
		Title:<br> Chief Executive Officer

Exhibit99.1

HumacyteAnnounces Presentation by Principal Investigator Highlighting Clinical Experience with HAVs at Vascular Access Society of the Americas2021 Spring Conference

--HAV performance in the clinical setting as an arteriovenous reconstruction underscores the potential for use as vascular access conduitsfor dialysis patients --

Durham,N.C. – May 22, 2021 – Humacyte, Inc., a clinical-stage biotechnology platform company developing universally implantable bioengineered human tissue at commercial scale, today announced that results from clinical studies of the human acellular vessels (HAV) for arteriovenous (AV) access in hemodialysis were presented at the Vascular Access Society of the Americas (VASA) 2021 Spring Virtual Conference. Th presentation included a review of published data from two Phase 2 trials of patients receiving the HAV for vascular access in hemodialysis, as well as the investigator’s personal observations from treating patients requiring vascular access for hemodialysis.

The presentation was made by C. Keith Ozaki, M.D., the John A. Mannick Professor of Surgery, Brigham and Women’s Hospital/Harvard Medical School, Vice-Chair, Department of Surgery at the Brigham, and principal investigator of Humacyte’s HAV Phase 3 trials in vascular access. Dr. Ozaki, who has consulted with Humacyte in the past, is also a noted thought leader in the vascular surgery and hemodialysis access space.

“The HAV has the potential to overcome many of the limitations seen with traditional conduits such as ePTFE and bovine carotid grafts, notably the increased risk of infection,” said Dr. Ozaki.. Published Phase 2 data have demonstrated the HAV repopulates with the patient’s own vascular cells, reducing the chance of infection and potentially improving patient outcomes. These data, along with the performance of the HAV in a clinical setting, support the continued evaluation of the HAV in vascular access.”

Long-term data from Humacyte’s Phase 2 clinical trial studying the HAV in hemodialysis demonstrated that the HAV provided long-term durability and functional access, with a low risk of infection. The potential utility of the HAV in contaminated and/or infected settings and in arteriovenous reconstructions were highlighted by Dr, Ozaki as particular areas of interest based on the Phase 2 results.

“The HAV’s performance in a clinical setting presented today by Dr. Ozaki highlights the potential of the HAV to be a durable, effective and safe alternative for vascular access in patients requiring hemodialysis,” said Laura Niklason, M.D., Ph.D., Chief Executive Officer of Humacyte. “The HAV is currently being evaluated in multiple late-stage trials, and we look forward to continuing to explore the potential of our HAV to address significant unmet needs in vascular access, vascular trauma and peripheral arterial disease.”

On February 17, 2021, Alpha Healthcare Acquisition Corp. (Nasdaq: AHAC) (“AHAC”), a special purpose acquisition company, and Humacyte announced the execution of a definitive business combination agreement along with a fully committed $175 million PIPE financing agreement.

AboutHAVHuman Acellular Vessels (HAV) are engineered off-the-shelf replacement vessels initially being developed for vascular repair, reconstruction and replacement. HAV is intended to overcome long-standing limitations in vessel tissue repair and replacement – it can be manufactured at commercial scale, it eliminates the need for harvesting a vessel from a patient, and clinical evidence suggests that it is non-immunogenic, infection-resistant, and can become durable living tissue. HAV is currently being evaluated in two Phase 3 trials in AV access and a Phase 2/3 trial for vascular trauma, and has been used in more than 430 patient implantations. It is the first product to receive Regenerative Medicine Advanced Therapy (RMAT) designation from the U.S. Food and Drug Administration, and has also received FDA Fast Track designation.

About Humacyte

Humacyte, Inc., is developing a disruptive biotechnology platform to deliver universally implantable bioengineered human tissues and organs designed to improve the lives of patients and transform the practice of medicine. The Company develops and manufactures acellular tissues to treat a wide range of diseases, injuries and chronic conditions. Humacyte’s initial opportunity, a portfolio of human acellular vessels (HAVs), is currently in late-stage clinical trials targeting multiple vascular applications, including vascular trauma repair, arteriovenous access for hemodialysis, and peripheral arterial disease. Pre-clinical development is also underway in coronary artery bypass grafts, pediatric heart surgery, treatment of type 1 diabetes, and multiple novel cell and tissue applications. Humacyte’s HAVs were the first product to receive the FDA’s Regenerative Medicine Advanced Therapy (RMAT) expedited review designation and received priority designation for the treatment of vascular trauma by the U.S. Secretary of Defense. For more information, visit www.Humacyte.com.

**AboutAlpha Healthcare Acquisition Corp.**Alpha Healthcare Acquisition Corp. (ticker: AHAC) is a special purpose acquisition company formed for the purpose of effecting a business combination with one or more businesses in the healthcare sector (“AHAC”). The company was founded by Mr. Rajiv Shukla who has two decades of buyouts, investments and operations experience in the healthcare industry. Mr. Shukla previously served as Chairman and Chief Executive Officer of Constellation Alpha Capital Corp., a Nasdaq-listed special purpose acquisition company, that merged with DermTech, Inc (ticker: DMTK) in August 2019. On February 17, 2021, AHAC announced a definitive agreement to merge with Humacyte, Inc. along with a concurrent fully committed PIPE placement of $175 million of AHAC common shares at a price of $10.00 per share.

ImportantInformation About the Merger and Where to Find ItA full description of the terms of the business combination is provided in a registration statement on Form S-4 filed with the SEC by AHAC that includes a prospectus with respect to the Combined Company’s securities to be issued in connection with the business combination and a proxy statement with respect to the shareholder meeting of AHAC to vote on the business combination. AHAC urges its investors, shareholders and other interested persons to read, the preliminary proxy statement/ prospectus as well as other documents filed with the SEC because these documents will contain important information about AHAC, Humacyte and the business combination. After the registration statement is declared effective, the definitive proxy statement/prospectus included in the registration statement will be mailed to shareholders of AHAC as of a record date to be established for voting on the proposed business combination. Shareholders will also be able to obtain a copy of the Form S-4, including the proxy statement/prospectus, and other documents filed with the SEC without charge, by directing a request to: Alpha Healthcare Acquisition Corp., Attn: Secretary, 1177 Avenue of the Americas, 5^th^ Floor, New York, New York 10036. The preliminary and definitive proxy statement/prospectus to be included in the registration statement, can also be obtained, without charge, at the SEC’s website (www.sec.gov).

Participantsin the SolicitationAHAC and Humacyte and their respective directors and executive officers may be considered participants in the solicitation of proxies with respect to the proposed business combination described in this press release under the rules of the SEC. Information about the directors and executive officers of AHAC is set forth in AHAC’s final prospectus filed with the SEC pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the “Securities Act”) on September 17, 2020, and is available free of charge at the SEC’s website at www.sec.gov or by directing a request to: Alpha Healthcare Acquisition Corp., Attn: Secretary, 1177 Avenue of the Americas, 5^th^ Floor, New York, New York 10036. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the AHAC shareholders in connection with the proposed business combination will be set forth in the registration statement containing the proxy statement/prospectus for the proposed business combination. These documents can be obtained free of charge from the sources indicated above.

Forward-LookingStatementsThis press release contains forward-looking statements that are based on beliefs and assumptions and on information currentlyavailable. In some cases, you can identify forward-looking statements by the following words: “may,” “will,”“could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,”“believe,” “estimate,” “predict,” “project,” “potential,” “continue,”“ongoing” or the negative of these terms or other comparable terminology, although not all forward-looking statements containthese words. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performanceor achievements to be materially different from the information expressed or implied by these forward-looking statements. Although webelieve that we have a reasonable basis for each forward-looking statement contained in this press release, we caution you that thesestatements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannotbe certain. Forward-looking statements in this press release include, but are not limited to, statements regarding the initiation,timing, progress and results of our clinical trials; the anticipated characteristics and performance of our HAVs, our ability to successfullycomplete, clinical trials for our HAVs; the anticipated benefits of our HAVs relative to existing alternatives; the commercializationof our HAVs and our ability to manufacture at commercial scale; the implementation of our business model, strategic plans for our business;the scope of protection we are able to establish and maintain for intellectual property rights covering our HAVs and related technology;the timing or likelihood of regulatory filings and approvals; timing, scope and rate of reimbursement for our HAVs; our estimated availablemarket opportunity; the proposed business combination, including the timing and structure of the business combination, the proceeds ofthe business combination, and the benefits of the business combination. We cannot assure you that the forward-looking statements in thispress release will prove to be accurate. These forward-looking statements are subject to a number of significant risks and uncertaintiesthat could cause actual results to differ materially from expected results, including, among others, the ability to complete the businesscombination due to the failure to obtain approval from AHAC’s shareholders or satisfy other closing conditions in the BusinessCombination Agreement, the occurrence of any event that could give rise to the termination of the Business Combination Agreement, theability to recognize the anticipated benefits of the business combination, the outcome of any legal proceedings that may be institutedagainst AHAC or Humacyte following announcement of the proposed business combination and related transactions, the impact of COVID-19on Humacyte’s business and/or the ability of the parties to complete the business combination, the ability to obtain or maintainthe listing AHAC’s common stock on Nasdaq following the proposed business combination, costs related to the proposed business combination,changes in applicable laws or regulations, the possibility that Alpha Healthcare Acquisition Corp. or Humacyte may be adversely affectedby other economic, business, and/or competitive factors, and other risks and uncertainties, including those to be included under theheader “Risk Factors” in the registration statement on Form S-4 filed by AHAC with the SEC and those included under the header“Risk Factors” in the final prospectus of AHAC related to its initial public offering. Most of these factors are outsideof AHAC’s and Humacyte’s control and are difficult to predict. Furthermore, if the forward-looking statements prove to beinaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you shouldnot regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans inany specified time frame, or at all. The forward-looking statements in this press release represent our views as of the date of thispress release. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to updatethese forward-looking statements at some point in the future, we have no current intention of doing so except to the extent requiredby applicable law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequentto the date of this press release.

Non-SolicitationThis press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination and shall not constitute an offer to sell or a solicitation of an offer to buy any securities nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.

###

HumacyteInvestor Contact:

Josh Rappaport

Josh.Rappaport@sternir.com

HumacyteMedia Contacts:

Juliana Blum

EVP, Corporate Development

blum@humacyte.com

Heather Anderson

handerson@6degreespr.com

Exhibit99.2

HumacyteReceives 2021 Life Sciences Award from Triangle Business Journal

Companyrecognized for its innovative contributions to the life sciences industry in North Carolina

Durham,N.C. – May 26, 2021 – Humacyte, Inc., a clinical-stage biotechnology platform company developing universally implantable bioengineered human tissue at commercial scale, today announced that the company has received a 2021 Life Sciences Award from the TriangleBusiness Journal.

The annual Triangle Business Journal awards program honors individuals and organizations in the Raleigh-Durham area that are blazing trails and breaking ground in the life sciences industry. Winners were honored at a virtual award ceremony on May 20, 2021.

“We are honored to receive the Triangle Business Journal's Life Sciences award and be named among a group of extraordinary organizations in North Carolina that are transforming the life sciences industry,” said Laura Niklason, M.D., Ph.D., Chief Executive Officer of Humacyte. “This award highlights Humacyte’s dedication to becoming a leader in regenerative medicine by pioneering the development of our first-in-class bioengineered human tissue, made possible by our talented team and the support of a thriving local life sciences ecosystem.”

Humacyte develops and manufactures acellular tissues to treat a wide range of diseases, injuries and chronic conditions. Humacyte’s initial opportunity, a portfolio of human acellular vessels (HAVs), is currently in late-stage clinical trials targeting multiple vascular applications, including vascular trauma repair, arteriovenous access for hemodialysis, and peripheral arterial disease. Pre-clinical development is also underway in coronary artery bypass grafts, pediatric heart surgery, treatment of type 1 diabetes, and multiple novel cell and tissue applications. Founded in 2004 by Drs. Niklason, Juliana Blum, and Shannon Dahl, the company has assembled a seasoned team of more than 130 scientists based in an 83,000 square-foot bioprocessing facility and corporate office space in Durham.

Information on the Triangle Business Journal’s Life Sciences awards program and the complete list of winners can be found on the Triangle Business Journal’s website at: https://www.bizjournals.com/triangle/news/2021/05/21/2021-life-sciences-awards-humacyte.html?s=print.

AboutHumacyte

Humacyte, Inc., is developing a disruptive biotechnology platform to deliver universally implantable bioengineered human tissues and organs designed to improve the lives of patients and transform the practice of medicine. The Company develops and manufactures acellular tissues to treat a wide range of diseases, injuries, and chronic conditions. Humacyte’s initial opportunity, a portfolio of human acellular vessels (HAVs), is currently in late-stage clinical trials targeting multiple vascular applications, including vascular trauma repair, arteriovenous access for hemodialysis, and peripheral arterial disease. Pre-clinical development is also underway in coronary artery bypass grafts, pediatric heart surgery, treatment of type 1 diabetes, and multiple novel cell and tissue applications. Humacyte’s HAVs were the first product to receive the FDA’s Regenerative Medicine Advanced Therapy (RMAT) expedited review designation and received priority designation for the treatment of vascular trauma by the U.S. Secretary of Defense. For more information, visit www.Humacyte.com.

**AboutAlpha Healthcare Acquisition Corp.**Alpha Healthcare Acquisition Corp. (ticker: AHAC) is a special purpose acquisition company formed for the purpose of effecting a business combination with one or more businesses in the healthcare sector (“AHAC”). The company was founded by Mr. Rajiv Shukla who has two decades of buyouts, investments, and operations experience in the healthcare industry. Mr. Shukla previously served as Chairman and Chief Executive Officer of Constellation Alpha Capital Corp., a Nasdaq-listed special purpose acquisition company, that merged with DermTech, Inc. (ticker: DMTK) in August 2019. On February 17, 2021, AHAC announced a definitive agreement to merge with Humacyte, Inc., along with a concurrent fully committed PIPE placement of $175 million of AHAC common shares at a price of $10.00 per share.

ImportantInformation About the Merger and Where to Find ItA full description of the terms of the business combination is provided in a registration statement on Form S-4 filed with the SEC by AHAC that includes a prospectus with respect to the Combined Company’s securities to be issued in connection with the business combination and a proxy statement with respect to the shareholder meeting of AHAC to vote on the business combination. AHAC urges its investors, shareholders, and other interested persons to read the preliminary proxy statement/ prospectus as well as other documents filed with the SEC because these documents will contain important information about AHAC, Humacyte and the business combination. After the registration statement is declared effective, the definitive proxy statement/prospectus included in the registration statement will be mailed to shareholders of AHAC as of a record date to be established for voting on the proposed business combination. Shareholders will also be able to obtain a copy of the Form S-4, including the proxy statement/prospectus, and other documents filed with the SEC without charge, by directing a request to: Alpha Healthcare Acquisition Corp., Attn: Secretary, 1177 Avenue of the Americas, 5^th^ Floor, New York, New York 10036. The preliminary and definitive proxy statement/prospectus to be included in the registration statement, can also be obtained, without charge, at the SEC’s website (www.sec.gov).

Forward-LookingStatements

This press release contains forward-looking statements that are based on beliefs and assumptions and on information currently available.In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,”“would,” “should,” “expect,” “intend,” “plan,” “anticipate,”“believe,” “estimate,” “predict,” “project,” “potential,” “continue,”“ongoing” or the negative of these terms or other comparable terminology, although not all forward-looking statements containthese words. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performanceor achievements to be materially different from the information expressed or implied by these forward-looking statements. Although webelieve that we have a reasonable basis for each forward-looking statement contained in this press release, we caution you that thesestatements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannotbe certain. Forward-looking statements in this press release include, but are not limited to, statements regarding the initiation, timing,progress, and results of our clinical trials; the anticipated characteristics and performance of our HAVs, our ability to successfullycomplete, clinical trials for our HAVs; the anticipated benefits of our HAVs relative to existing alternatives; the commercializationof our HAVs and our ability to manufacture at commercial scale; the implementation of our business model, strategic plans for our business;the scope of protection we are able to establish and maintain for intellectual property rights covering our HAVs and related technology;the timing or likelihood of regulatory filings and approvals; timing, scope, and rate of reimbursement for our HAVs; our estimated availablemarket opportunity; the proposed business combination, including the timing and structure of the business combination, the proceeds ofthe business combination, and the benefits of the business combination. We cannot assure you that the forward-looking statements in thispress release will prove to be accurate. These forward-looking statements are subject to a number of significant risks and uncertaintiesthat could cause actual results to differ materially from expected results, including, among others, the ability to complete the businesscombination due to the failure to obtain approval from AHAC’s shareholders or satisfy other closing conditions in the BusinessCombination Agreement, the occurrence of any event that could give rise to the termination of the Business Combination Agreement, theability to recognize the anticipated benefits of the business combination, the outcome of any legal proceedings that may be institutedagainst AHAC or Humacyte following announcement of the proposed business combination and related transactions, the impact of COVID-19on Humacyte’s business and/or the ability of the parties to complete the business combination, the ability to obtain or maintainthe listing AHAC’s common stock on Nasdaq following the proposed business combination, costs related to the proposed business combination,changes in applicable laws or regulations, the possibility that AHAC or Humacyte may be adversely affected by other economic, business,and/or competitive factors, and other risks and uncertainties, including those included under the header “Risk Factors” inthe registration statement on Form S-4 filed by AHAC with the SEC and those included under the header “Risk Factors” in thefinal prospectus of AHAC related to its initial public offering. Most of these factors are outside of AHAC’s and Humacyte’scontrol and are difficult to predict. Furthermore, if the forward-looking statements prove to be inaccurate, the inaccuracy may be material.In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representationor warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. The forward-lookingstatements in this press release represent our views as of the date of this press release. We anticipate that subsequent events and developmentswill cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, wehave no current intention of doing so except to the extent required by applicable law. You should, therefore, not rely on these forward-lookingstatements as representing our views as of any date subsequent to the date of this press release.

Non-SolicitationThis press release is not a proxy statement or solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed business combination and shall not constitute an offer to sell or a solicitation of an offer to buy any securities nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.

HumacyteInvestor Contact:

Josh Rappaport

Josh.Rappaport@sternir.com

HumacyteMedia Contacts:

Juliana Blum

EVP, Corporate Development

blum@humacyte.com

Heather Anderson

handerson@6degreespr.com