Humacyte, Inc. 10-Q

Item 4. Controls and Procedures Changes in Internal Control Over Financial Reporting Prior to the Merger, AHAC made the determination that it was required to restate certain previously issued financial statements and related disclosures for the periods disclosed in its Annual Report on Form 10-K for the year ended December 31, 2020 in order to correct the accounting treatment for the Company’s warrants. The determination by AHAC was made following the publication by the SEC on April 12, 2021 of a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “ Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”).” In addition, AHAC's management concluded that its disclosure controls and procedures and internal control over financial reporting were not effective as of December 31, 2020, solely as a result of a material weakness in controls related to the accounting for the warrants. Effective as of the closing of the Merger, the management of Legacy Humacyte is responsible for internal control over financial reporting and the former management of AHAC no longer participates in financial reporting. Our assessment is that, post merger, we have a sufficiently staffed and technically experienced finance and accounting team to address the financial reporting requirements of a public company. At that point, because the conditions causing the material weakness no longer existed, and are not expected to exist, we determined the material weakness did not exist in internal control over financial reporting as of September 30, 2021. 38 Table of Contents There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended September 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Evaluation of Disclosure Controls and Procedures Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2021. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2021. ​ ​ 39 Table of Contents PART II – OTHER INFORMATION Item 1. Legal Proceedings The Company currently is not aware of any legal proceedings or claims that management believes will have, individually or in the aggregate, a material adverse effect on the Company’s business, financial condition, results of operations, or cash flows.