Humacyte, Inc. entered into a non-binding term sheet to acquire Alpha Healthcare Acquisition Corp. (NasdaqCM:AHAC) from a group of shareholders in a reverse merger transaction on December 30, 2020. Humacyte, Inc. signed a definitive business combination agreement to acquire Alpha Healthcare Acquisition Corp. from a group of shareholders for approximately $990 million in a reverse merger transaction on February 17, 2021. Under the terms of the proposed transaction, Humacyte's shareholders will receive an aggregate of 80 million shares of AHAC's Class A common stock (the “Class A Shares”) in exchange for their existing Humacyte shares, as contemplated by the terms of the business combination agreement. Current shareholders of Humacyte will exchange their shares of Humacyte for Class A Shares on a one for one basis. In addition, Humacyte's shareholders may receive (i) an additional 7,500,000 Class A Shares if the 20-day VWAP of the Class A Shares over any 30-day period equals or exceeds $15.00 and (ii) an additional 7,500,000 Class A Shares if the 20-day VWAP of the Class A Shares over any 30-day period equals or exceeds $20.00. In addition to the $100 million held in AHAC's trust account (assuming no redemptions), an additional group of top-tier healthcare investors has committed to participate in the transaction through a common stock PIPE of $175 million at $10.00 per share. Assuming that no AHAC shareholders elect to redeem their shares, it is estimated that the current shareholders of Humacyte will own approximately 73% of the issued and outstanding shares in the Combined Company at closing. The Combined Company is expected to receive gross proceeds of approximately $255 million at the closing of the transaction assuming no redemptions. The Combined Company's common stock is expected to be listed on the Nasdaq Capital Market under the ticker symbol “HUMA.” Upon closing of the transaction, AHAC will be renamed Humacyte, Inc.

The Combined Company will be led by Laura Niklason, Chief Executive Officer of Humacyte. Following the closing of the transaction, Laura Niklason and Rajiv Shukla will be joined by certain board members of Humacyte to form the Combined Company's board of directors. The transaction is subject to the approval of AHAC and Humacyte shareholders and other customary conditions. Under the Business Combination Agreement, the obligations of the parties to consummate the Business Combination are subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, without limitation the expiration or termination of the applicable waiting period under the Hart- Scott- Rodino Antitrust Improvements Act of 1976; after giving effect to the transactions contemplated by the Business Combination Agreement, the Company has net tangible assets of at least $5,000,001 upon consummation of the Business Combination; the Company's initial listing application with Nasdaq in connection with the Business Combination has been approved and, immediately following the effective time of the Business Combination, the Company has satisfied any applicable initial and continuing listing requirements of Nasdaq, and the Company has not received any notice of non- compliance therewith that has not been cured or would not be cured, and the shares of the Company's Class A Common Stock have been approved for listing on Nasdaq; the S- 4 Registration Statement has become effective, no stop order has been issued by the Securities and Exchange Commission and remains in effect with respect to the S4 Registration Statement, and no proceeding seeking such a stop order has been threatened or initiated by the SEC and remains pending and AHAC having received the Investor Rights and Lock-up Agreement duly executed by certain stockholders of Humacyte and vice-versa. The transaction has been unanimously approved by each of AHAC's and Humacyte's Board of Directors. The Board of Directors of AHAC recommends that stockholders vote for the business combination proposal in their special meeting of stockholders scheduled on August 24, 2021. As of June 14, 2021, the waiting period under the HSR Act expired on April 2, 2021. As of August 24, 2021, the stockholders of Alpha Healthcare Acquisition Corp. approved the transaction. The transaction is expected to close in the second quarter of 2021. As of June 4, 2021, the transaction is anticipated to close early in the third quarter of 2021. As of August 24, 2021, the transaction is expected to close on August 26, 2021.

Piper Sandler & Co. acted as lead placement agent and financial advisor to AHAC. Exos Financial acted as co-placement agent and financial advisor to AHAC. Oppenheimer and Lake Street Capital Markets acted as financial advisors to AHAC. Michael R. Patrone, Laurie A. Burlingame, Michael Rosenberg, Jocelyn Arel, Thomas Levato, Matt Dyckman, Julie Tibbets, Alexandra Denniston, Roger A. Cohen, Suhrid Wadekar, Jennifer Fay, Jacqueline Klosek and Janet Andolina of Goodwin Procter LLP acted as legal advisors to AHAC. Kerry Burke, Jack Bodner, Mike Riella, Brian Rosenzweig, Ann Peterson, Sarah Cowlishaw, Scott Cunningham, Ansgar Simon, Lee Kelley, Will Woolston, Sara Needles, Heather Haberl, and James Dean of Covington & Burling LLP acted as legal advisors to Humacyte. Lake Street Capital Markets provided a fairness opinion to the Board of Directors of AHAC. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent; and Morrow Sodali LLC acted as information agent to AHAC and will receive a fee of $22,500. Lake Street will receive a fee of $0.2 million which was payable upon the delivery of Lake Street's opinion.

Humacyte, Inc. completed the acquisition of Alpha Healthcare Acquisition Corp. (NasdaqCM:AHAC) from a group of shareholders in a reverse merger transaction on August 26, 2021. As a result of the transaction, the resulted combined company, Humacyte, is expected to commence trading of its shares of common stock and warrants on the Nasdaq Global Select Market under the ticker symbols “HUMA” and “HUMAW”, respectively, on August 27, 2021. Following closing, Kathleen Sebelius appointed Chair of the Board of Directors of the resulted company.