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.
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.