Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.





On April 12, 2021, the Securities and Exchange Commission (the "SEC") released a
public statement (the "Public Statement") informing market participants that
warrants issued by special purpose acquisition companies ("SPACs") may require
classification as a liability of the entity measured at fair value, with changes
in fair value each period reported in earnings. Alpha Healthcare Acquisition
Corp. (the "Company") has previously classified its private placement warrants
and public warrants (collectively, the "warrants") as equity. For a full
description of the Company's warrants, please refer to the Company's final
prospectus dated September 17, 2020 ("Final Prospectus") filed in connection
with its initial public offering ("IPO") filed with the SEC on September 18,
2020.



On May 7, 2021, management of the Company and the Audit Committee of the Board
of Directors of the Company determined that the Company's previous audited
balance sheet as of September 22, 2020 filed on Form 8-K with the SEC on
September 28, 2020, its quarterly unaudited financial statements for the period
from July 1, 2020 through September 30, 2020 filed on Form 10-Q with the SEC on
November 13, 2020, and its audited financial statements for the period ended
December 31, 2020 filed on the Company's Annual Report on Form 10-K with the SEC
on February 16, 2021 (the "Affected Periods") should no longer be relied upon
due to changes required for alignment with the SEC's Public Statement. The SEC's
Public Statement discussed "certain features of warrants issued in SPAC
transactions" that "may be common across many entities." The Public Statement
indicated that when one or more of such features is included in a warrant, the
warrant "should be classified as a liability measured at fair value, with
changes in fair value each period reported in earnings." Following consideration
of the guidance in the Public Statement, while the terms and quantum of the
warrants as described in the Final Prospectus have not changed, the Company
concluded the warrants do not meet the conditions to be classified in equity and
instead, the warrants meet the definition of a derivative under ASC 815, under
which the Company should record the warrants as liabilities on the Company's
balance sheet. The Company discussed with its independent registered public
accounting firm, Marcum LLP, and intends to file an amendment to its Annual
Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on
February 16, 2021 (the "Amended 10-K") reflecting this reclassification of the
warrants for the Affected Periods. The Company is working diligently with an
independent valuation expert to finalize the valuation of the warrants and file
the Amended 10-K as soon as practicable. The adjustments to the financial
statement items for the Affected Periods will be set forth through expanded
disclosure in the financial statements included in the Amended 10-K, including
further describing the restatement and its impact on previously reported
amounts.



Going forward, unless the Company amends the terms of its warrant agreement, the
Company expects to continue to classify its warrants as liabilities, which would
require the Company to incur the cost of measuring the fair value of the warrant
liabilities, and which may have an adverse effect on the Company's results

of
operations.



On a preliminary unaudited basis, the accounting for warrants as a derivative
liability is expected to result in the changes set forth in the tables below to
the financial results reported in the Affected Periods.



As of December 31, 2020                   As Reported       Adjustment      As Adjusted
Balance Sheet                                                                          -
Warrant Liabilities                       $          -     $  6,038,351     $  6,038,351
Deferred underwriting fee                    1,847,788          111,970        1,959,758
Total Liabilities                            2,095,733        6,150,321        8,246,054
Shares Subject to Redemption                94,164,160       (6,150,321 )     88,013,839
Class A Common Stock                                94               62              156
Class B Common Stock                               250                -              250
Additional Paid in Capital                   5,232,995       (1,653,041 )      3,579,954

(Accumulated Deficit)/Retained Earnings (233,333 ) 1,652,978 


   1,419,645
Total Stockholders' Equity                $  5,000,006     $         (1 )   $  5,000,005




                                       1





For the period from July 1, 2020 (inception) to
December 31, 2020                                    As Reported       Adjustment      As Adjusted
Statement of Operations:
Loss from operations                                 $   (249,524 )   $          -     $   (249,524 )
Other (expense) income:                                         -                -                -
Change in fair value of warrant liabilities                     -        1,970,001        1,970,001
Offering expense related to warrant issuance                    -         (317,023 )       (317,023 )
Interest income                                            16,191                -           16,191
Total other (expense) income                               16,191        1,652,978        1,669,169
Net (loss)/income                                        (233,333 )      1,652,978        1,419,645

Weighted average shares outstanding - basic and
diluted                                                 3,060,308       (3,060,308 )              -
Basic and Diluted net (loss)/income per share        $      (0.08 )   $       0.08     $          -
Weighted average shares outstanding, Class A
ordinary shares subject to possible redemption                  -        6,338,515        6,338,515
Basic and diluted net income per share, Class A
ordinary shares subject to possible redemption                  -     $       0.00     $       0.00
Weighted average shares outstanding,
Non-redeemable ordinary shares                                  -        2,500,000        2,500,000
Basic and diluted net loss per share,
Non-redeemable ordinary shares                                  -     $    

  0.56     $       0.56




                                       2







For the period from July 1, 2020 (inception) to
December 31, 2020                                     As Reported        Adjustment       As Adjusted
Statement of Cash Flows:
Net (loss) / income                                  $     (233,333 )   $  1,652,978     $    1,419,645
Adjustments to reconcile net loss to net cash used
in operating activities
Change in fair value of warrant liabilities                       -        1,970,001          1,970,001
Offering expense related to warrant issuance                      -         (317,023 )         (317,023 )
Net cash used in operating activities                      (245,662 )              -           (245,662 )
Net cash used in investing activities                  (100,000,000 )              -       (100,000,000 )
Net cash provided by financing activities               101,340,423                -        101,340,423
Net change in cash                                   $    1,094,761     $          -     $    1,094.761
Supplemental Non-cash financing activities
disclosure
Initial value of Class A common stock subject to
possible redemption                                  $   94,394,110     $ (8,150,990 )   $   86,243,120
Initial value of warrant liabilities                 $            -     $

8,008,352 $ 8,008,352 Change in value of Class A common stock subject to possible redemption

$     (229,950 )   $  2,000,670     $    1,770,720
Deferred underwriters' discount payable charged to
additional paid-in-capital                           $    1,847,788     $    111,970     $    1,959,758




As of September 30, 2020       As Reported       Adjustment      As Adjusted
Balance Sheet
Warrant Liabilities            $          -     $  7,790,373     $  7,790,373
Deferred underwriting fee         1,846,265          140,937        1,987,202
Total Liabilities                 1,966,737        7,931,310        9,898,047
Shares Subject to Redemption     94,358,060       (7,931,310 )     86,426,750
Class A Common Stock                     92               80              172
Class B Common Stock                    288                               288
Additional Paid in Capital        5,040,582           98,964        5,139,546
(Accumulated Deficit)               (40,952 )        (99,044 )       (139,996 )
Total Stockholders' Equity        5,000,010                -        5,000,010




                                       3





For the period from July 1, 2020 (inception) to
September 30, 2020                                   As Reported       Adjustment      As Adjusted
Statement of Operations:
Loss from operations                                 $    (18,775 )   $          -     $    (18,775 )
Other (expense) income:

Change in fair value of warrant liabilities                     -          217,979          217,979
Offering expense related to warrant issuance                    -         (317,023 )       (317,023 )
Interest income                                           (22,177 )              -          (22,177 )
Total other (expense) income                              (22,177 )        (99,044 )       (121,221 )
Loss                                                 $    (40,952 )   $          -     $   (139,996 )

Weighted average shares outstanding - basic and
diluted                                                 2,888,352       (2,888,352 )              -
Basic and Diluted net (loss)/income per share        $      (0.01 )           0.01     $          -
Weighted average shares outstanding, Class A
ordinary shares subject to possible redemption                  -          910,330          910,330
Basic and diluted net income per share, Class A
ordinary shares subject to possible redemption                  -     $      (0.02 )   $      (0.02 )
Weighted average shares outstanding,
Non-redeemable ordinary shares                                  -        1,978,022        1,978,022
Basic and diluted net loss per share,
Non-redeemable ordinary shares                                  -     $    

 (0.06 )   $      (0.06 )




For the period from July 1, 2020 (inception) to
September 30, 2020                                    As Reported       Adjustment       As Adjusted
Statement of Cash Flows:
Net loss                                                    (40,952 )

(99,044 ) (139,996 ) Adjustments to reconcile net loss to net cash used in operating activities

                                           -               -                  -
Change in fair value of warrant liabilities                       -         217,979            217,979
Offering expense related to warrant issuance                      -        (317,023 )         (317,023 )
Net cash used in operating activities                       (18,049 )             -            (18,049 )
Net cash used in investing activities                  (100,000,000 )             -       (100,000,000 )
Net cash provided by financing activities               101,334,363               -        101,334,363
Net change in cash                                   $    1,316,314     $         -     $    1,316,314
Supplemental Non-cash financing activities
disclosure
Initial value of Class A common stock subject to
possible redemption                                  $   94,394,110     $         -     $   94,340,110
Initial value of warrant liabilities                 $            -     $

8,008,352 $ 8,008,352 Change in value of Class A common stock subject to possible redemption

$      (36,050 )   $         -     $      (36,050 )
Deferred underwriters' discount payable charged to
additional paid-in-capital                           $    1,846,265     $   140,937     $    1,987,202




As of September 22, 2020       As Reported       Adjustment      As Adjusted
Balance Sheet
Warrant Liabilities            $          -     $  8,008,352     $  8,008,352
Deferred underwriting fee         1,848,103          142,642        1,990,745
Total Liabilities                 2,177,082        8,150,994       10,328,076
Shares Subject to Redemption     94,394,110       (8,150,990 )     86,243,120
Class A Common Stock                     92               82              174
Class B Common Stock                    288                               288
Additional Paid in Capital        5,002,694          316,937        5,319,631
(Accumulated Deficit)                (3,066 )       (317,023 )       (320,089 )
Total Stockholders' Equity     $  5,000,008     $         (4 )   $  5,000,004




                                       4


Item 8.01 Other Events




An extraordinary general meeting of the Company's shareholders is expected to be
scheduled for shareholders' consideration of the Company's initial business
combination (the "Business Combination") with Humacyte, Inc. ("Humacyte") and
the other proposals which will be described in its proxy statement/prospectus
relating to the Business Combination filed with the SEC. As noted above, the
terms and quantum of the warrants and all other securities issued by the Company
have not changed and the restatement is not indicative of any change in
management's expectations regarding the business prospects for the Company. The
restatement is required for alignment with the SEC's Public Statement and would
be undertaken regardless of the completion of the Business Combination. For
those and other reasons, the Company does not believe the restatement should
materially impact its shareholders' consideration of the Business Combination
proposal and other proposals to be considered and voted upon at the meeting.

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 on March 23, 2021, which includes a prospectus with respect to the
Company's securities to be issued in connection with the Business Combination
and a proxy statement with respect to the stockholder meeting of the Company to
vote on the Business Combination. The Company 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 the Company, 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 the Company 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





The Company 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 the Company is set forth in the Company's
final prospectus dated September 17, 2020 and filed with the SEC pursuant to
Rule 424(b) of the Securities Act on September 18, 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 Company's stockholders in connection with the proposed Business
Combination will be set forth in the definitive proxy statement/prospectus to be
included in the registration statement 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. 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 the Company'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 the Company 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 the
Company'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 the Company 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 filed by the Company
with the SEC and those included under the header "Risk Factors" in the Company's
Annual Report on Form 10-K with the SEC on February 16, 2021. Most of these
factors are outside the Company'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.



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