Item 7.01 Regulation FD Disclosure.
On February 17, 2021, Alpha Healthcare Acquisition Corp. ("AHAC") held an
investor webinar (the "Webinar") with Humacyte, Inc. ("Humacyte") to discuss the
proposed business combination (the "Business Combination") between AHAC and
Humacyte.
Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated
into this Item 7.01 by reference is a transcript of the Webinar. A copy of the
Business Combination Agreement (as it may be amended, supplemented or otherwise
modified from time to time, the "Business Combination Agreement"), dated
February 17, 2021, by and among AHAC, Hunter Merger Sub, Inc. and Humacyte,
related to the Business Combination was attached as Exhibit 2.1 to AHAC's
Current Report on Form 8-K filed with the Securities and Exchange Commission
("SEC") on February 17, 2021.
The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01
and will not be deemed to be filed for purposes of Section 18 of the Securities
and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be
subject to the liabilities of that section, nor will it be deemed to be
incorporated by reference in any filing under the Securities Act of 1933, as
amended (the "Securities Act"), or the Exchange Act.
Item 8.01 Other Events
The information included under Item 7.01 above is incorporated herein by
reference.
Important Information About the Merger and Where to Find It
A full description of the terms of the Business Combination will be provided in
the registration statement on Form S-4 (the "S-4 Registration Statement") to be
filed with the SEC by the Company, which will include 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 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.,
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
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 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 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 to be filed by the
Company with the SEC and those included under the header "Risk Factors" in the
final prospectus of the Company related to its initial public offering. 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
99.1 Transcript of Webinar, dated February 17, 2021
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