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Item 1.01
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Entry into a Material Definitive Agreement.
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Business Combination Agreement
On February 17, 2021, Alpha Healthcare Acquisition
Corp., a Delaware corporation (the “Company”), entered into a business combination agreement (the “Business
Combination Agreement”) by and among the Company, Hunter Merger Sub, Inc., a Delaware corporation (“Merger
Sub”), and Humacyte, Inc., a Delaware corporation (“Humacyte”). The Business Combination
Agreement provides, among other things, that on the terms and subject to the conditions set forth therein, Merger Sub will merge
with and into Humacyte, with Humacyte surviving as a wholly-owned subsidiary of the Company (the “Business Combination”).
Upon the closing of the Business Combination (the “Closing”), it is anticipated that the Company will
change its name to “Humacyte, Inc.” The date on which the Closing actually occurs is hereinafter referred to as the
“Closing Date.”
The Business Combination Agreement and the
transactions contemplated thereby were approved by the boards of directors of each of the Company and Humacyte.
Consideration and Structure
Under the Business Combination Agreement,
the Company will acquire all of the outstanding equity interests of Humacyte in exchange for shares of the Company’s Class
A common stock, par value $0.0001 per share (the “Class A Common Stock”), based on an implied Humacyte
equity value of $800,000,000, to be paid to Humacyte stockholders at the effective time of the Business Combination. In addition,
Humacyte stockholders will have the right to receive (i) an aggregate of 7,500,000 shares of Class A Common Stock if, after Closing,
the volume weighted average price (“VWAP”) of the Class A Common Stock on The Nasdaq Stock Market
LLC (“Nasdaq”), or any other national securities exchange on which the shares of Class A Common Stock
are then traded, is greater than or equal to $15.00 over any 20 trading days within any 30 trading day period and (ii) an additional
7,500,000 shares of Class A Common Stock in the aggregate if, after Closing, the VWAP of Class A Common Stock on Nasdaq, or any
other national securities exchange on which the shares of Class A Common Stock are then traded, is greater than or equal to $20.00
over any 20 trading days within any 30 trading day period.
Pursuant to the Business Combination Agreement,
at or prior to the effective time of the Business Combination, each option and warrant exercisable for Humacyte equity that is
outstanding immediately prior to the effective time of the Business Combination shall be assumed by the Company and continue in
full force and effect on the same terms and conditions as are currently applicable to such options and warrants, subject to adjustments
to exercise price and number of shares of Class A Common Stock issued upon exercise.
Representations, Warranties and Covenants
The parties to the Business Combination
Agreement have agreed to customary representations and warranties for transactions of this type. In addition, the parties to the
Business Combination Agreement agreed to be bound by certain customary covenants for transactions of this type, including, among
others, covenants with respect to the conduct of Humacyte, the Company and their respective subsidiaries during the period between
execution of the Business Combination Agreement and Closing. The representations, warranties, agreements and covenants of the parties
set forth in the Business Combination Agreement will terminate at Closing, except for those covenants and agreements that, by their
terms, contemplate performance after Closing. Each of the parties to the Business Combination Agreement has agreed to use its reasonable
best efforts to take or cause to be taken all actions and things necessary to consummate and expeditiously implement the Business
Combination.
Conditions to Closing
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: (i) the approval and adoption of the Business
Combination Agreement and transactions contemplated thereby by requisite vote of the Company’s stockholders (the “Company
Stockholder Approval”) and Humacyte’s stockholders (the “Humacyte Stockholder Approval”);
(ii) the execution of the Investor Rights Agreement (as defined below) by the parties thereto; (iii) the expiration or termination
of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iv) the absence of
a Company Material Adverse Effect or AHAC Material Adverse Effect (each, as defined in the Business Combination Agreement) since
the date of the Business Combination Agreement that is continuing; (v) 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; (vi) 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; and (vii) the S-4 Registration Statement (as defined below) has become effective, no stop order has been issued by the
Securities and Exchange Commission (the “SEC”) and remains in effect with respect to the S-4 Registration
Statement, and no proceeding seeking such a stop order has been threatened or initiated by the SEC and remains pending.
Termination
The Business Combination Agreement may be
terminated under certain customary and limited circumstances at any time prior to the Closing, including, without limitation, (i)
by the Company or Humacyte, if (a) the Closing has not occurred by August 31, 2021 and (b) a breach of the covenants or obligations
of the other party (Humacyte, on one hand, or the Company or Merger Sub, on the other hand) seeking to terminate the Business Combination
Agreement did not proximately cause the failure to consummate the Business Combination; (ii) by the Company or Humacyte, in the
event an applicable governmental, regulatory or administrative authority has issued a final and non-appealable order having the
effect of permanently restraining, enjoining or otherwise prohibiting the Business Combination; (iii) by the Company or Humacyte,
if Humacyte or the Company or Merger Sub, as applicable, has breached any of its respective representations, warranties, agreements
or covenants contained in the Business Combination Agreement, such failure or breach would render certain conditions precedent
to the Closing incapable of being satisfied, and such breach or failure is not cured within 30 days of notice thereof; (iv) by
the Company or Humacyte if the Company’s stockholder meeting to vote on the Business Combination has been held and the Company
Stockholder Approval has not been obtained; (v) by the Company, if the Humacyte Stockholder Approval is not obtained within five
business days following the time at which a registration statement on Form S-4 (the “S-4 Registration Statement”)
relating to the approval by the Company’s stockholders of the Business Combination filed with the SEC by the Company is declared
effective under the Securities Act of 1933, as amended (the “Securities Act”); or (vi) by mutual written
consent of the Company and Humacyte.
If the Business Combination Agreement is
validly terminated, none of the parties to the Business Combination Agreement will have any liability or any further obligation
under the Business Combination Agreement other than customary confidentiality obligations, except in the case of Willful Breach
or Fraud (each, as defined in the Business Combination Agreement).
A copy of the Business Combination Agreement
is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference, and the foregoing description
of the Business Combination Agreement and the Business Combination does not purport to be complete and is qualified in its entirety
by reference thereto. The Business Combination Agreement contains representations, warranties and covenants that the respective
parties made to each other as of the date of the Business Combination Agreement or other specific dates. The assertions embodied
in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are
subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination
Agreement. The Business Combination Agreement is being filed to provide investors with information regarding its terms. It is not
intended to provide any other factual information about the parties to the Business Combination Agreement. In particular, the representations,
warranties, covenants and agreements contained in the Business Combination Agreement, which were made only for purposes of the
Business Combination Agreement and as of specific dates, were solely for the benefit of the parties to the Business Combination
Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures
made for the purposes of allocating contractual risk between the parties to the Business Combination Agreement instead of establishing
these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those
applicable to investors, security holders and reports and documents filed with the SEC. Investors and security holders are not
third-party beneficiaries under the Business Combination Agreement and should not rely on the representations, warranties, covenants
and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the
Business Combination Agreement. In addition, the representations, warranties, covenants and agreements and other terms of the Business
Combination Agreement may be subject to subsequent waiver or modification.
Other Agreements
The Business Combination Agreement contemplates
the execution of various additional agreements and instruments, on or before the Closing, including, among others, the following:
Sponsor Support Agreement
In connection with the execution of the
Business Combination Agreement, AHAC Sponsor LLC (“Sponsor”) and the other holders (the “Company
Supporting Stockholders”) of the Company’s Class B common stock, par value $0.0001 per share (the “Class
B Common Stock”) entered into a support agreement with the Company and Humacyte (the “Sponsor Support
Agreement”). Under the Sponsor Support Agreement, each Company Supporting Stockholder agreed to vote, at any meeting
of the stockholders of the Company and in any action by written consent of the stockholders of the Company, all of such Company
Supporting Stockholder’s Class A Common Stock and Class B Common Stock (i) in favor of (a) the Business Combination Agreement
and the transactions contemplated thereby and (b) the other proposals that the Company and Humacyte agreed in the Business Combination
Agreement shall be submitted at such meeting for approval by the Company’s stockholders together with the proposal to obtain
the Company Stockholder Approval (the “Required Transaction Proposals”) and (ii) against any proposal
that conflicts or materially impedes or interferes with any Required Transaction Proposals or that would adversely affect or delay
the Business Combination. The Sponsor Support Agreement also prohibits each Company Supporting Stockholder from, among other things
and subject to certain exceptions, selling, assigning or transferring any Class A Common Stock or Class B Common Stock held by
such Company Supporting Stockholder or taking any action that would have the effect of preventing or materially delaying such Company
Supporting Stockholder from performing his, her or its obligations under the Sponsor Support Agreement. In addition, in the Sponsor
Support Agreement, each Company Supporting Stockholder agreed to waive, and not to assert or perfect, among other things, any rights
to adjustment or other anti-dilution protections with respect to the rate at which the shares of Class B Common Stock held by the
Company Supporting Stockholders convert into shares of Class A Common Stock in connection with the transactions contemplated by
the Business Combination Agreement.
The foregoing description of the Sponsor
Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Sponsor Support
Agreement, a copy of which is attached as Exhibit B to Exhibit 2.1 hereto, and the terms of which are incorporated herein by reference.
Humacyte Support Agreement
In connection with the execution of the
Business Combination Agreement, certain Humacyte stockholders (the “Humacyte Supporting Stockholders”)
entered into a support agreement with the Company (the “Humacyte Support Agreement”). Under the Humacyte
Support Agreement, each Humacyte Supporting Stockholder agreed, within two business days following the date that the Company delivers
the S-4 Registration Statement to the Company’s stockholders (following the date that the S-4 Registration Statement becomes
effective), to execute and deliver a written consent with respect to all outstanding shares of Humacyte common stock and preferred
stock held by such Humacyte Supporting Stockholder (the “Subject Humacyte Shares”) approving the Business
Combination Agreement and the transactions contemplated thereby. In addition to the foregoing, each Humacyte Supporting Stockholder
agreed that, at any meeting of the holders of Humacyte capital stock, each such Humacyte Supporting Stockholder will appear at
the meeting, in person or by proxy, and cause its Subject Humacyte Shares to be voted (i) to approve and adopt the Business Combination
Agreement, the transactions contemplated thereby, and any other matters necessary or reasonably requested by Humacyte for consummation
of the Business Combination; and (ii) against any proposal that conflicts or materially impedes or interferes with, or would adversely
affect or delay, the consummation of the transactions contemplated by the Business Combination Agreement.
The Humacyte Support Agreement also prohibits
the Humacyte Supporting Stockholders from, among other things, (i) transferring any of the Subject Humacyte Shares; (ii) entering
into (a) any option, commitment or other arrangement that would require the Humacyte Support Stockholders to transfer the Subject
Humacyte Shares, or (b) any voting trust, proxy or other contract with respect to the voting or transfer of the Subject Humacyte
Shares; or (iii) taking any action in furtherance of the foregoing. In addition, under the Humacyte Support Agreement, each Humacyte
Supporting Stockholder agreed (i) not to exercise any rights of appraisal or dissenter’s rights relating to the Business
Combination Agreement and the transactions contemplated thereby; and (ii) to irrevocably waive, on behalf of itself and each other
holder of Humacyte preferred stock, any right to certain payments upon liquidation of Humacyte pursuant to its certificate of incorporation.
The foregoing description of the Humacyte
Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Humacyte
Support Agreement, a form of which is attached as Exhibit C to Exhibit 2.1 hereto, and the terms of which are incorporated herein
by reference.
PIPE Subscription Agreements
In connection with the Business Combination,
the Company entered into subscription agreements with certain investors (the “Subscription Agreements”),
pursuant to which, among other things, certain investors have subscribed to purchase an aggregate of 17,500,000 shares of Class
A Common Stock (together, the “Subscriptions”) for a purchase price of $10.00 per share, or an aggregate
purchase price of $175,000,000, which shares are to be issued at the Closing. The obligations of each party to consummate the Subscriptions
are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by
the Business Combination Agreement.
The foregoing description of the Subscription
Agreements is subject to and qualified in its entirety by reference to the full text of the form of Subscription Agreement, a copy
of which is attached as Exhibit 10.1 hereto, and the terms of which are incorporated herein by reference.