ALPA HEAL Item 5.07. Submission of Matters to a Vote of Security Holders
On
1. The Business Combination Proposal. To adopt a proposal to (a) adopt and
approve the Business Combination Agreement, dated as of February 17, 2021 (the
"Business Combination Agreement"), by and among AHAC , Hunter Merger Sub, Inc. ,
a Delaware corporation ("Merger Sub"), a wholly-owned subsidiary of AHAC , and
Humacyte, Inc. , a Delaware corporation ("Humacyte"), pursuant to which Merger
Sub will merge with and into Humacyte , with Humacyte surviving the merger as a
wholly-owned subsidiary of AHAC and (b) approve the Business Combination (as
defined in the Business Combination Agreement). In connection with the
Business Combination, AHAC will be renamed "Humacyte, Inc. " ("New Humacyte")
and Humacyte will be renamed "Humacyte Global, Inc. " Subject to the terms and
conditions set forth in the Business Combination Agreement, at the Effective
Time (as defined in the Business Combination Agreement):
i. each share of common stock of
as of immediately prior to the Effective Time will be cancelled and converted
into the right to receive a number of shares of common stock, $0.0001 par
value per share, of New Humacyte ("New Humacyte Common Stock"), based on an
exchange ratio based on an implied Humacyte vested equity value of
$800,000,000 (the "Exchange Ratio");
ii. each share of preferred stock of
outstanding as of immediately prior to the Effective Time will be cancelled
and converted into the right to receive a number of shares of New Humacyte
Common Stock based on the aggregate number of shares of Humacyte Common Stock
that would be issued upon conversion of the shares of Humacyte Preferred
Stock based on the applicable conversion ratio immediately prior to the
Effective Time, multiplied by the Exchange Ratio;
iii. each outstanding option or warrant to purchase Humacyte Common Stock will be
converted into an option or warrant, as applicable, to purchase a number of
shares of New Humacyte Common Stock equal to (i) the number of shares of
Humacyte Common Stock subject to such option or warrant multiplied by (ii)
the Exchange Ratio at an exercise price per share equal to (iii) the
exercise price per share for such option or warrant immediately prior to the
Effective Time divided by (iv) the Exchange Ratio; and
iv. each share of Class A Common Stock and each share of Class B Common Stock
that is issued and outstanding immediately prior to the Effective Time shall
become one share of New Humacyte Common Stock:
Votes For Votes Against Abstentions
7,862,833 42,414 6,809
2. The Charter Amendment Proposal. To adopt a proposal to approve a proposed
amended and restated certificate of incorporation (the "Proposed Charter"),
which will amend and restate AHAC's current certificate of incorporation (the
"Current Charter"), and which Proposed Charter will be in effect upon the
Closing (as defined in the Business Combination Agreement):
Votes For Votes Against Abstentions5,356,362 (Class A Common
Stock) 40,596 (Class A Common Stock) 15,098 (Class A Common Stock)
2,500,000 (Class B Common
Stock) 0 (Class B Common Stock) 0 (Class B Common Stock)
3. The Advisory Charter Amendment Proposals. To adopt proposals to approve, on a
non-binding advisory basis, the following material differences between the
Proposed Charter and the Current Charter, which are being presented in
accordance with the requirements of the SEC as eight separate sub-proposals:
(a) Advisory Charter Proposal A - To change the corporate name of New Humacyte to
"Humacyte, Inc. ":
Votes For Votes Against Abstentions
7,807,941 75,894 28,221
1
(b) Advisory Charter Proposal B - To increase the authorized shares of common
stock of AHAC to 250,000,000 shares:
Votes For Votes Against Abstentions
7,595,106 258,051 58,899
(c) Advisory Charter Proposal C - To increase the authorized shares of "blank
check" preferred stock that New Humacyte's board of directors could issue to
20,000,000 shares:
Votes For Votes Against Abstentions
7,529,679 313,746 68,631
(d) Advisory Charter Proposal D - To provide that the removal of any director be
only for cause and that the affirmative vote of at least 66 2/3% of New
Humacyte's then-outstanding shares of capital stock entitled to vote
generally in the election of directors:
Votes For Votes Against Abstentions
7,660,343 207,230 44,483
(e) Advisory Charter Proposal E - To provide that certain amendments to
provisions of the Proposed Charter will require the approval of at least 66
2/3% of New Humacyte's then-outstanding shares of capital stock entitled to
vote on such amendment:
Votes For Votes Against Abstentions
7,698,602 165,914 47,540
(f) Advisory Charter Proposal F - To make New Humacyte's corporate existence
perpetual as opposed to AHAC's corporate existence, which is required to be
dissolved and liquidated 24 months following the closing of its initial
public offering, and remove from the Proposed Charter the various provisions
applicable only to special purpose acquisition companies:
Votes For Votes Against Abstentions
7,800,856 87,537 23,663
(g) Advisory Charter Proposal G - To provide that certain amendments to
provisions of the Proposed Charter will remove the provision that allows
stockholders to act by written consent as opposed to holding a stockholders'
meeting:
Votes For Votes Against Abstentions
7,648,907 217,317 45,832
4. The Nasdaq Stock Issuance Proposal. To adopt a proposal to approve (a) the
issuance of up to 95,000,000 newly issued shares of New Humacyte Common Stock
in the Business Combination, which amount will be determined as described as
described in the Final Prospectus, and (b) the issuance of an aggregate of
17,500,000 shares of New Humacyte Common Stock in the PIPE Investment (as
defined in the Business Combination Agreement):
Votes For Votes Against Abstentions
7,791,609 95,537 24,910
2
5. The Director Election Proposal. To approve the appointment of 11 directors
who, upon consummation of the Business Combination, will become directors of
New Humacyte:
Director Nominee Votes For Votes Withheld
Brady Dougan 7,790,780 121,276
Jeffrey H. Lawson, M.D., Ph.D. 7,791,688 120,368
Max Wallace, J.D. 7,789,883 122,173
Gordan M. Binder 7,790,250 121,806
Todd M. Pope 7,788,646 123,410
Kathleen Sebelius 7,748,962 163,094
Rajiv Shukla 7,788,132 123,924
Emery N. Brown, M.D., Ph.D. 7,792,610 119,446
Michael T. Constantino 7,789,146 122,910
6. The Incentive Plan Proposal. To adopt a proposal to approve the
2021 Long-Term Incentive Plan, a copy of which is appended the Final
Prospectus as Annex D, which will become effective as of the Closing:
Votes For Votes Against Abstentions
7,733,093 125,796 53,167
7. The Employee Stock Purchase Plan Proposal. To adopt a proposal to approve the
Humacyte, Inc. 2021 Employee Stock Purchase Plan, a copy of which is appended
to the Final Prospectus as Annex E, which will become effective as of the
Closing; and
Votes For Votes Against Abstentions
7,726,909 147,650 37,497
8. The Adjournment Proposal. To adopt a proposal to adjourn the Special Meeting
to a later date or dates if it is determined that more time is necessary to
approve, in the judgement of the board of directors of AHAC or the officer
presiding over the Special Meeting, for AHAC to consummate the Business
Combination.
Votes For Votes Against Abstentions
7,782,864 95,212 33,980
Item 8.01 Other Events
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 99.1 Press Release, datedAugust 24, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) [SignaturePage Follows ] 3
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