UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August
17, 2021
ALPHA HEALTHCARE ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
Delaware
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001-39532
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85-1763759
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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1177 Avenue of the Americas, 5th Floor
New York, New York
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10036
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(Address of principal executive offices)
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(Zip Code)
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(646) 494-3296
(Registrant’s telephone number, including area
code)
Not Applicable
(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)
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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
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Trading Symbols
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Name of each exchange
on which registered
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Units, each consisting of one share of Class A Common Stock, and one-half of one Redeemable Warrant
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AHACU
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The Nasdaq Stock Market LLC
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Class A Common Stock, par value $0.0001 per share
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AHAC
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The Nasdaq Stock Market LLC
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Redeemable Warrants,
each whole warrant exercisable for one share of Class A
Common Stock at an exercise
price of $11.50
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AHACW
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The Nasdaq Stock Market LLC
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☒
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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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 13(a) of the Exchange Act.
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Item 8.01 Other Events
On August 17, 2021, Humacyte, Inc. (“Humacyte”), a clinical-stage
biotechnology platform company developing universally implantable bioengineered human tissue at commercial scale, today announced advancements
in its commercial operations with (i) the appointment of B.J. Scheessele as Chief Commercial Officer, and (ii) an update that Human Acellular
Vessels (“HAVs”) produced in its Durham, N.C. facility are being administered to subjects throughout the U.S., Europe and
Israel as part of clinical trials that are being conducted under two investigational new drug applications.
On February 17, 2021, AHAC and Humacyte announced the execution of a 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 AHAC (the “Business Combination”).
The press release announcing the advancements in Humacyte’s commercial
operations is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 8.01 by reference. A
copy of the Business Combination Agreement is attached as Exhibit 2.1 to AHAC’s Current Report on Form 8-K filed with the SEC on
February 17, 2021.
Important Information About the Merger and Where to Find It
A full description of the terms of the Business Combination
is provided in the registration statement on Form S-4 (the “S-4 Registration Statement”) filed with the SEC by AHAC, which
includes 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 the definitive proxy statement/prospectus as well as other documents filed by AHAC with the SEC because these
documents contain important information about AHAC, Humacyte and the Business Combination. The definitive proxy statement/prospectus included
in the registration statement on Form S-4 is being mailed to stockholders of AHAC as of the record date for voting on the proposed Business
Combination. Once available, stockholders will also be able to obtain a copy of the registration statement on Form S-4, including the
proxy statement/prospectus, and other documents filed by AHAC with the SEC without charge, by directing a request to: Alpha Healthcare
Acquisition Corp., by writing to the following email: info@alphaspac.com.
The definitive proxy statement/prospectus included in the registration statement on Form S-4 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. by writing to the following email: IN.
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 is set forth in the registration statement on Form S-4 containing the proxy statement/prospectus
for the proposed Business Combination filed with the SEC. These documents can be obtained free of charge from the sources indicated above.
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 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 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
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.
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Alpha Healthcare Acquisition Corp.
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Date: August 17, 2021
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By:
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/s/ Rajiv Shukla
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Name: Rajiv Shukla
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Title: Chief Executive Officer
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