Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Humacyte, Inc. Opinion on the Financial Statements We have audited the accompanying balance sheets of Humacyte, Inc. (

Report of Independent Registered Public Accounting

To the Board of Directors and Stockholders of Humacyte, Inc.

Opinion on the Financial Statements

We have audited the accompanying

balance sheets of Humacyte, Inc. (the "Company") as of December 31, 2020 and 2019, and the related statements of operations

and comprehensive loss, of changes in redeemable convertible preferred stock and stockholders' deficit, and of cash flows for the

years then ended, including the related notes (collectively referred to as the "financial statements"). In our opinion, the

financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019,

and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted

in the United States of America.

Change in Accounting Principle

As discussed in Note 2 to the

financial statements, the Company changed the manner in which it accounts for leases in 2019.

Substantial Doubt about the Company's Ability to Continue

The accompanying financial

statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements,

the Company has generated no product revenue and has incurred net losses and negative cash flows from operations in each year since inception.

This raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are

also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

These financial statements

are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial

statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and

the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of

these financial statements in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted

in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether

the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing

procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures

that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management,

as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for

We have served as the Company's auditor since 2013.

(in thousands except for share and per share amounts)

The accompanying notes are an integral part of

these financial statements.

Statements of Operations and Comprehensive Loss

(in thousands except for share and per share amounts)

The accompanying notes are an integral part of

these financial statements.

Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders' Deficit

(in thousands except for share amounts)

The accompanying notes are an integral part of

these financial statements.

Statements of Cash Flows

The accompanying notes are an integral part of

these financial statements.

Notes to Financial Statements

1. Organization and Description of Business

Humacyte, Inc., or the Company,

is 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. The Company is leveraging its 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

Liquidity and Going Concern

Since its inception in 2004,

the Company has generated no product revenue and has incurred net losses and negative cash flows from operations in each year. To date,

the Company has financed its operations primarily through the sale of equity securities and convertible debt and, to a lesser extent,

through governmental and other grants. At December 31, 2019 and 2020 and June 30, 2021 (unaudited), the Company had an accumulated deficit

of $321.6 million, $388.1 million and $425.7 million, respectively. The Company's net losses were $85.4 million and $66.5 million

for the years ended December 31, 2019 and 2020, respectively, and $32.6 million and $37.5 million for the six months ended June 30, 2020

and 2021 (unaudited). Substantially all of the Company's net losses resulted from costs incurred in connection with the Company's

research and development programs and from general and administrative costs associated with the Company's operations. The Company

expects to incur substantial operating losses and negative cash flows from operations for the foreseeable future as the Company advances

its product candidates.

The Company does not believe

its existing cash and cash equivalents will be sufficient to fund its anticipated operating expenses, including clinical trial expenses,

and capital expenditure requirements for at least twelve months following the date these financial statements were issued. Until such

time, if ever, as the Company is able to successfully develop and commercialize one or more of its product candidates, it expects to fund

its operations through the sale of equity, debt, borrowing under credit facilities or through potential collaborations with other companies,

other strategic transactions or government contracts and grants. The Company's future capital requirements will depend on many factors,

and adequate capital may not be available to the Company when needed or on acceptable terms. If the Company is unable to raise capital,

it could be forced to delay, reduce, suspend or cease its research and development programs or any future commercialization efforts, which

would have a negative impact on the Company's business, prospects, operating results and financial condition. As of March 22, 2021,

the issuance date of the financial statements for the year ended December 31, 2020, the Company has concluded that there is substantial

doubt about its ability to continue as a going concern within one year after the date that the annual financial statements were issued.

The accompanying financial

statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the financial statements

have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets

and satisfaction of liabilities and commitments in the ordinary course of business.

Business Combination

On February 17, 2021, the Company

entered into a business combination agreement with Alpha Healthcare Acquisition Corp. ("AHAC") and Hunter Merger Sub, Inc.

("Merger Sub"), a wholly owned subsidiary of AHAC, pursuant to which Merger Sub will merge with the Company, with the Company

surviving the Merger as a wholly owned subsidiary of AHAC (the "Merger"). As a result of the Merger, AHAC will immediately

be renamed Humacyte, Inc. ("New Humacyte"). Immediately prior to the consummation of the Merger, the Company's outstanding

preferred stock will automatically convert into shares of the Company's common stock at the then-effective conversion ratio.

Notes to Financial Statements

In addition, concurrently with the completion

of the Merger, certain investors have agreed to subscribe for and purchase an aggregate of $175 million of common stock of New Humacyte

(the "PIPE Investment"). The boards of directors of both AHAC and the Company have approved the proposed Merger. Completion

of the Merger is subject to approval of AHAC's shareholders and the satisfaction or waiver of certain other customary closing conditions.

The Company expects that the Merger will represent a business combination pursuant to FASB ASC Topic 805, Business Combinations and will