Full Press Release Details
a Transformative Biotechnology Platform Company Capable of
Universally Implantable Bioengineered Human Tissue at Commercial Scale,
Public via Merger with Alpha Healthcare Acquisition Corp.
York & Durham, N.C. - February 17, 2021: Alpha Healthcare Acquisition Corp. (Nasdaq: AHAC) ("AHAC"),
a special purpose acquisition company led by Mr. Rajiv Shukla, today announced execution of definitive business combination agreement
along with a fully committed PIPE financing agreement with Humacyte, Inc. ("Humacyte"), a clinical-stage biotechnology
platform company developing universally implantable bioengineered human tissue at commercial scale. Upon closing of the transaction,
AHAC will be renamed Humacyte, Inc. (the "Combined Company") and will be led by Laura Niklason, M.D., Ph.D., Chief
Executive Officer of Humacyte. The Combined Company's common stock is expected to be listed on the Nasdaq Capital Market
under the ticker symbol "HUMA."
group of leading investors has committed to participate in a common stock PIPE of approximately $175 million at $10.00 per share
that will close simultaneously with the business combination. The Combined Company will also receive up to $100 million held in
AHAC's trust account at closing of the transaction, subject to any redemptions by existing AHAC shareholders. Additionally, existing Humacyte investors will be subject to a 12-month lockup with 50% eligible for sale after 6 months if the 20-day
VWAP over any 30-day period equals or exceeds $15.00.
is a global leader in developing bioengineered tissues for use in regenerative medicine," said Dr. Niklason. "We are
very pleased to have support from top-tier investors, and access to the U.S. capital markets following the closing of this proposed
transaction, which will leave Humacyte well-capitalized to provide first-in-class therapies to treat several life-threatening
diseases. Our innovative platform has the potential to support tissue repair, reconstruction and replacement without the limitations
of existing standards of care. Humacyte's bioengineered tissues can be produced at commercial scale and, after regulatory
approval, are designed to be stored in hospitals and other surgical centers, and immediately available to surgeons whenever needed."
Rajiv Shukla, Chairman & CEO of AHAC, "Humacyte's innovative biotechnology platform is aimed at solving intractable
medical problems for (1) Patients: potential for lower risk of amputation and tissue rejection, elimination of waiting times,
and reduced need for immunosuppression and additional surgeries; (2) Physicians: potential for better clinical outcomes and ease
of use; (3) Payors: potential cost savings by avoiding amputations and infections, additional surgeries, medication and re-hospitalizations."
has assembled a seasoned team of 130 employees, consisting of scientists, clinical, manufacturing, regulatory and commercial experts.
Following the closing of the transaction, Dr. Niklason and Mr. Shukla will be joined by certain board members of Humacyte to form
the Combined Company's board of directors.
the terms of the proposed transaction, Humacyte's shareholders will receive an aggregate of 80 million shares of AHAC's
Class A common stock (the "Class A Shares") in exchange for their existing Humacyte shares, as contemplated by the
terms of the business combination agreement. Current shareholders of Humacyte will exchange their shares of Humacyte for Class
A Shares on a one for one basis. In addition, Humacyte's shareholders may receive (i) an additional 7,500,000 Class A Shares
if the 20-day VWAP of the Class A Shares over any 30-day period equals or exceeds $15.00 and (ii) an additional 7,500,000 Class
A Shares if the 20-day VWAP of the Class A Shares over any 30-day period equals or exceeds $20.00. In addition to the $100 million
held in AHAC's trust account (assuming no redemptions), an additional group of top-tier healthcare investors has committed
to participate in the transaction through a common stock PIPE of $175 million at $10.00 per share. Assuming that no AHAC shareholders
elect to redeem their shares, it is estimated that the current shareholders of Humacyte will own approximately 73% of the issued
and outstanding shares in the Combined Company at closing. The Combined Company is expected to receive gross proceeds of approximately
$255 million at the closing of the transaction assuming no redemptions. The transaction is expected to close in the second quarter
transaction has been approved by each of AHAC's and Humacyte's Board of Directors. The transaction is subject to the
approval of AHAC and Humacyte shareholders and other customary conditions and is expected to close in the second quarter of 2021.
information about the transaction will be provided in a Current Report on Form 8-K that will contain an investor presentation
to be filed by AHAC with the Securities and Exchange Commission ("SEC") and will be available at www.sec.gov.
In addition, AHAC intends to file a registration statement on Form S-4 with the SEC, which will include a proxy statement/prospectus,
and will file other documents regarding the proposed transaction with the SEC.
Sandler & Co. acted as lead placement agent and financial advisor to AHAC. Exos acted as co-placement agent and financial
advisor to AHAC. Oppenheimer and Lake Street Capital Markets acted as financial advisors to AHAC. Goodwin Procter LLP acted as
legal counsel to AHAC. DLA Piper acted as legal counsel to the placement agents. Covington & Burling LLP acted as legal counsel
to Humacyte in the transaction.
pre-recorded presentation discussing the business combination and PIPE agreements, and associated presentation materials, can
be accessed at the following links with the passcode "AHAC":
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.
Alpha Healthcare Acquisition Corp.
Healthcare Acquisition Corp. is a special purpose acquisition company formed for the purpose of effecting a business combination
with one or more businesses in the healthcare sector. 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.
Information About the Merger and Where to Find It
full description of the terms of the business combination will be provided in a registration statement on Form S-4 to be filed
with the SEC by AHAC that will include 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, 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 registration statement is declared effective, the definitive proxy
statement/prospectus to be 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. Once available, 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, 5th Floor, New York,
New York 10036. The preliminary and definitive proxy statement/prospectus to be included in the registration statement, once
available, can also be obtained, without charge, at the SEC's website (www.sec.gov).
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, 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 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 when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated
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
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 press release,
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 press release include, but are not limited
to, statements regarding the proposed business combination, including the timing and structure of the business combination, the