Item 8.01 Other Events
On August 4, 2021, Alpha Healthcare Acquisition Corp.("AHAC"), announced that it
has filed a definitive proxy statement with the Securities and Exchange
Commission ("SEC"), and has set a date of August 24, 2021 for its special
meeting of stockholders (the "Special Meeting") to vote on, among other items,
the proposed business combination with Humacyte, Inc. ("Humacyte"), a
clinical-stage biotechnology platform company developing universally implantable
bioengineered human tissue at commercial scale.
The Special Meeting will be held virtually via webcast at 10:00 a.m. EDT on
August 24, 2021 and can be accessed by visiting:
https://www.cstproxy.com/alphahealthcareacquisition/sm2021. Stockholders can
attend the Special Meeting using the meeting instructions outlined in AHAC's
definitive proxy statement. Stockholders of record as of the close of business
on July 21, 2021 will be entitled to vote their shares at the Special Meeting.
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 Special Meeting 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.
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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 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
Exhibit
Number Description
99.1 Press Release, dated August 4, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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