Item 7.01 Regulation FD Disclosure.
On March 5, 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 the clinical results
of five-year outcomes in patients receiving the human acellular vessels for
arteriovenous access in hemodialysis have been accepted for oral presentation at
the Charing Cross (CX) International Symposium taking place virtually April
19-22, 2021.
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 release is attached as Exhibit 99.1 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) is 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 8.01 Other Events
The information included under Item 7.01 above is incorporated herein by
reference.
Important Information 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, 5th 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).
Participants in 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, 5th 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.
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Forward-Looking Statements
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.
No Offer 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 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
99.1 Press release, dated March 5, 2021
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