What changed in this filing

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Item 9A. Controls and Procedures

2022-03-29 compared with 2021-02-16 · 1217 added, 1622 removed, 20 unchanged (99% of the section changed)

9A Controls and Procedures

Controls and Procedures

controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed

in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods

specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures

designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated

and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding

required disclosure.

of December 31, 2020, as required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial

Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures.

Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and

procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.

Management’s

Report on Internal Controls Over Financial Reporting

required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing

and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is designed

to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements

for external reporting purposes in accordance with GAAP.

Our internal control over financial reporting includes those policies

and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions

of the assets of our company;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance

with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets

that could have a material effect on the financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our

financial statements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls

may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting at December 31, 2020.

In making these assessments,

management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal

Control —

Integrated Framework (2013).

Based on our assessments and those criteria, management determined that we maintained

effective internal control over financial reporting as of December 31, 2020.

Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm on our

internal control over financial reporting because Section 103 of the JOBS Act provides that an emerging growth company is not

required to provide an auditor’s report on internal control over financial reporting for as long as we qualify as an emerging

growth company.

in Internal Control over Financial Reporting

the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has

materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

As of December 31, 2021, 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).

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2021.

Management’s Report on Internal Control Over Financial Reporting

This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting (“ICFR”), as allowed by the SEC for reverse acquisitions between an issuer and a private operating company when it is not possible to conduct an assessment of the private operating company’s ICFR in the period between the consummation date of the reverse acquisition and the date of management’s assessment of ICFR (pursuant to Section 215.02 of the SEC Division of Corporation Finance’s Regulation S-K Compliance & Disclosure Interpretations).

As discussed elsewhere in this Annual Report on Form 10-K, we completed the Merger on August 26, 2021, pursuant to which we acquired Legacy Humacyte.

Prior to the Merger, we were a special purpose acquisition company formed for the purpose of effecting a merger.

As a result, previously existing internal controls are no longer applicable or comprehensive enough as of the assessment date as our operations prior to the Merger were insignificant compared to those of the consolidated entity post-Merger.

The design of ICFR for the Company post-Merger has required and will continue to require significant time and resources from management and other personnel.

As a result, management was unable, without incurring unreasonable effort or expense, to conduct an assessment of our ICFR as of December 31, 2021.

Attestation Report of the Registered Public Accounting Firm

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting due to a transition period established by the rules of the SEC for newly public companies.

We are an “emerging growth company” as defined in the JOBS Act.

For as long as we remain an “emerging growth company,” we are exempt from the auditor attestation requirement in the assessment of the effectiveness of our internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

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 December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers and Corporate Governance.

and Executive Officers

of February 16, 2021, our directors and officers are as follows:

Chief Executive Officer and Chairman

Chief Financial Officer and Secretary

Brian Robertson

Shukla has been our Chairman and Chief Executive Officer since inception and has two decades of buyouts, investments

and operations experience in the healthcare industry.

Shukla served as Chairman and Chief Executive Officer of Constellation

Alpha Capital Corp.

(“CNAC”), a Nasdaq-listed special purpose acquisition company, from June 2017 to August 2019.

CNAC raised $144 million in proceeds from a Nasdaq initial public offering and successfully closed its initial business combination

with DermTech, Inc.

in August 2019.

The following table sets forth certain information regarding our current executive officers and directors:

Name Age Position(s)

Executive Officers:

Niklason 59 President, Chief Executive Officer and Director

Sander 62 Chief Financial Officer, Chief Corporate Development Officer and Treasurer

Heather Prichard 44 Chief Operating Officer

William Tente, M.S.

64 Chief Regulatory Officer

William (B.J.) Scheessele 51 Chief Commercial Officer

Non-Employee Directors:

Binder (2)(4)

Constantino (1)(3)

Dougan 62 Director

Kathleen Sebelius (1)

73 Director and Chair

Rajiv Shukla (4)

Max Wallace (2)(3)

Susan Windham-Bannister (1)(4)

___________________________

(1) Member of the audit committee.

(2) Member of the nominating and governance committee.

(3) Member of the compensation committee.

(4) Member of the commercial committee.

Executive Officers

Niklason is the founder of Legacy Humacyte.

Niklason has served as our President and Chief Executive Officer and as a member of the Board since the Merger, and has served as President and Chief Executive Officer of Legacy Humacyte since November 2020 and as a member of the Legacy Humacyte board of directors since 2004.

Niklason has served in a senior scientist capacity from 2005 through 2020.

Niklason has also served as an adjunct professor at Yale University since November 2020 and previously served as the Nicholas M.

Greene Professor of Anesthesiology and Biomedical Engineering at Yale University from 2006 to November 2020.

She was inducted into the National Academy of Inventors in 2014 and was elected to the National Academy of Medicine and the National Academy of Engineering in 2015 and 2020, respectively.

Niklason is currently on the board of directors of Self Study Inc., a private learning optimization technology company.

Niklason holds a Ph.D.

in Biophysics from the University of Chicago and an M.D.

from the University of Michigan.

Niklason completed her residency training in anesthesia and intensive care unit medicine at the Massachusetts General Hospital and completed post-doctoral scientific training at the Massachusetts Institute of Technology.

Niklason is married to Mr.

Dougan, a member of the Board.

We believe that Dr.

Niklason is qualified to serve as a director based on her significant experience in the biotechnology industry, her extensive training in medicine and science and her role as the founder of Legacy Humacyte.

Sander has served as our Chief Financial Officer, Chief Corporate Development Officer and Treasurer since the Merger.

Sander has served as Legacy Humacyte’s Chief Financial Officer and Treasurer since May 2021, as Legacy Humacyte’s Chief Corporate Development Officer since November 2020 and as a member of the Legacy Humacyte board of directors since September 2015.

He served as the Chief Financial Officer of Bryn Pharma, a privately

held life sciences company, from 2019 to 2021.

Prior to that, Mr.

Sander served as Chief Financial Officer of AVITA Medical Limited, a publicly traded regenerative medicine company, from 2017 to 2019, and as Senior Vice President, Global Accounting Officer at Sutherland Global Services, Inc.

from 2012 to 2017.

Sander served as a Senior Manager with Ernst & Young and holds a B.S.

in Business Administration from San Diego State University.

Heather Prichard has served as our Chief Operating Officer since the Merger and previously served as Legacy Humacyte’s Chief Operating Officer since March 2019.

Prichard has served as Legacy Humacyte’s Senior Vice President of Product Development from April 2016 to February 2019 and served in other management roles with Legacy Humacyte since 2012.

Prichard joined Legacy Humacyte in 2008 and has been instrumental in leading the process and product development teams for the HAV through all phases of clinical development.

Prior to joining Legacy Humacyte, Dr.

Prichard held roles at The Procter & Gamble Company in research, development, and engineering from June 1999 to August 2002.

Prichard holds a Ph.D.

in Biomedical Engineering with a focus on investigating the healing response to implantable tissue engineered biomaterials from Duke University and a B.A.

in Chemical Engineering from the Georgia Institute of Technology.

William Tente has served as our Chief Regulatory Officer since the Merger and has served as Legacy Humacyte’s Chief Regulatory Officer since March 2018.

Tente joined Legacy Humacyte in 2008 and served in a variety of leadership roles, including as Vice President of Manufacturing and Regulatory Affairs, prior to his promotion to Chief Regulatory Officer.

Previously, Mr.

Tente served as Vice President of Operations for Neurotech USA, Inc., a biotechnology company, from July 2002 to August 2007, Director of Operations of Chimeric Therapies, Inc., a former clinical-stage biotechnology company, from January 1998 to June 2002, and Director of Clinical Production at CytoTherapeutics, Inc., a former clinical-stage biotechnology company, from 1992 to 1998.

Tente was elected to the United States Pharmacopeia (USP) Council of Experts in 1998 and served as the Chairman of its Expert Committee on Gene Therapy, Cell Therapy and Tissue Engineering Products from 2005 to 2010.

Tente holds a B.S.

in cell biology and microbiology from the University of Rhode Island and studied at the W.

Alton Jones Cell Sciences Center.

William (B.J.) Scheessele has served as Humacyte’s Chief Commercial Officer since August 2021.

He served as Executive Vice President of Global Marketing for Quest Medical Imaging Inc.

from 2018 to 2021.

Previously, Mr.

Scheessele served as Vice President, Marketing at Sientra, Inc., a medical device company, from 2017 to 2018.

Prior to that, he served as Vice President of North America Marketing and Canada Country Manager, among other roles in sales and marketing, at LifeCell Corporation, a regenerative medicine company, from 2007 to 2016, and as Vice President, North American Marketing and Reimbursement at Allergan plc, a global biopharmaceutical company, from 2016 to 2017, after its acquisition of LifeCell Corporation.

Earlier in his career, Mr.

Scheessele worked in business development and product management with Cordis Corporation, a medical device company and subsidiary of Johnson & Johnson, from 1998 to 2007.

Scheessele earned a BSE in biomedical engineering and economics and an M.B.A.

from Duke University.

Each of our executive officers serves at the discretion of the Board and will hold office until the election or qualification of his or her successor or until his or her earlier death, resignation or removal.

Non-Employee Directors

Dougan has served as a member of our Board since the Merger.

He previously served as the chair of the Legacy Humacyte board of directors from March 2019 to August 2021 and as a member of its board of directors since 2005.

Since July 2015, Mr.

Dougan has served as Chairman and Chief Executive Officer of Exos Securities (“Exos”).

From May 2007 through June 2015, Mr.

Dougan served as Chief Executive Officer and Member of the Executive Board of Credit Suisse Group AG and Credit Suisse AG, steering the bank through the financial crisis of 2008 and various reforms and changes in the banking industry.

Prior to that time, Mr.

Dougan served in various leadership positions at Credit Suisse.

Dougan currently serves on the Board of Trustees for the University of Chicago.

Dougan holds a B.A.

in Economics and an M.B.A.

in Finance from the University of Chicago.

Dougan is married to Laura E.

Niklason, Humacyte’s President and Chief Executive Officer and a member of our Board.

We believe that Mr.

Dougan is qualified to serve as a director based on his significant executive leadership experience and his extensive experience related to financing for public and private companies.

Brown has served as a member of our Board since the Merger.

Brown currently serves as the Warren M.

Zapol Professor of Anaesthesia at Harvard Medical School and the Edward Hood Taplin Professor of Medical Engineering and Computational Neuroscience at the Massachusetts Institute of Technology.

He has been on the faculty at Harvard Medical School and MIT since May 1992 and October 2005, respectively.

Brown has also served as an anesthesiologist at Massachusetts General Hospital since May 1992.

Brown currently serves on the Board of Trustees of the Guggenheim Foundation, the Board of Trustees of the Simmons Foundation, the National Academy of Medicine Forum on

Neurological Disorders and the board of PASCALL Systems, Inc., an early-stage medical device startup.

Brown is a member of the National Academy of Inventors, the National Academy of Medicine, the National Academy of Sciences and the National Academy of Engineering.

Brown holds an M.D.

from Harvard Medical School, a Ph.D.

in statistics from Harvard University and a B.A.

in applied mathematics from Harvard College.

We believe that Dr.

Brown is qualified to serve as a director based on his extensive medical and scientific knowledge and experience.

Kathleen Sebelius is the chair of our Board.

She has served as a member of our Board since the Merger and previously served as a member of the Legacy Humacyte board of directors since September 2015.

Sebelius is the Chief Executive Officer of Sebelius Resources LLC.

From April 2009 to June 2014, Ms.

Sebelius served as Secretary of the Department of Health and Human Services, or HHS.

Prior to serving as Secretary of HHS, Ms.

Sebelius was the Governor of Kansas and served two terms as the Kansas insurance commissioner and four terms in the Kansas Legislature.

Sebelius currently serves on the board of directors of the following public companies:

Devoted Health, Inc., Include Health Inc.

and Exact Sciences Corporation.

She also serves as a director of the Kaiser Family Foundation.

Sebelius co-chairs the Aspen Institute Health Strategy Group and serves on advisory boards for the Dole Institute of Politics, Solera Health, Out Leadership, the Estée Lauder Foundation, the University of Kansas College of Liberal Arts and Sciences, and Zipline.

Sebelius holds a master of public administration degree from the University of Kansas and a B.A.

in Political Science from Trinity Washington University.

We believe that Ms.

Sebelius is qualified to serve as a director based on her distinguished leadership in the healthcare reimbursement industry, tenure in the public sector and experience with regulatory process and policies.

Rajiv Shukla has served as a member of our Board since the Merger.

Shukla served as AHAC’s Chairman and Chief Executive Officer since inception and has two decades of buyouts, investments and operations experience in the healthcare industry.

Shukla served as Chairman and Chief Executive Officer of CNAC, a Nasdaq-listed special purpose acquisition company, from June 2017 to August 2019.

CNAC raised $144 million in proceeds from a Nasdaq initial public offering and successfully closed its initial business combination with DermTech, Inc., or DermTech, in August 2019.

Since August 2019, Mr.

Shukla has served as an independent director on the

board of directors of Ocunexus Therapeutics, a clinical stage biotech company.

Shukla has served as an independent director on the board of directors of InflammX Therapeutics, formerly known as Ocunexus Therapeutics, a clinical stage biotech company.

From June 2013 to May 2015, Mr.

served as Chief Executive Officer of Pipavav Defence & Offshore Engineering Company (now Reliance Defence and Engineering

Limited), an Indian listed shipbuilding and defense manufacturing company.

In this role, he led the team through an operational

restructuring that involved re-alignment of key business areas, several senior hires in the management team, submission of

a large amount of new business bids to Indian and international clients and structuring of strategic alliances with global leaders

in shipbuilding and defense.

At Pipavav, he also successfully implemented a financial restructuring and sold control to the Reliance

Shukla served as Chief Executive Officer of Pipavav Defence & Offshore Engineering Company (now Reliance Naval and Engineering Ltd.), an Indian listed shipbuilding and defense manufacturing company.

Between 2008 and 2013, Mr.

Shukla worked as an investor at ICICI Venture, Morgan Stanley Investment Management

and Citi Venture Capital International.

Throughout his investment career, Mr.

Shukla has been involved with numerous investments

in healthcare companies.

As a private equity investor, Mr.

Shukla was involved with numerous control and minority healthcare

investments and served as a member of the board of directors of I-ven Medicare, a hospital roll-up platform comprising

multiple control investments and significant minority stakes in tertiary care hospitals and outpatient treatment centers, Ranbaxy

Fine Chemicals Ltd, a roll-up of specialty chemicals and animal health businesses, Swiss Bio, a U.S.

based clinical CRO,

Bharat Biotech, a vaccine company, three specialty pharma companies:

Arch Pharmalabs, Malladi Drugs and Unimark Remedies.

2001 to 2006, Mr.

Shukla worked as an investor at ICICI Venture, Morgan Stanley Investment Management and Citi Venture Capital International.

From 2001 to 2006, Mr.

Shukla served as Senior Director at Pfizer, Inc.

In this role, he played a key role in several

acquisitions including Pharmacia in 2003, Meridica in 2004, Vicuron Pharmaceuticals and Idun Pharmaceuticals in 2005, and Rinat

Neuroscience in 2006.

Shukla also led the operational integration of these organizations into Pfizer across multiple

sites around the world.

Shukla graduated from Harvard University with a Masters in Healthcare Management and Policy and

received a Bachelors in Pharmaceutics from the Indian Institute of Technology.

We believe Mr.

Shukla is well qualified to

serve on our board of directors due to his experience as a chief executive officer of two public companies and his experience

with control transactions.

Sturgeon has been our Chief Financial Officer since inception and has nearly two decades of experience with M&A

and equity capital market transactions in the healthcare and other sectors.

He has served as a Managing Director at Brookline

Capital Markets, a division of Arcadia Securities, LLC (“Brookline”) since March 2016.

At Brookline, Mr.

focuses on mergers and acquisitions, public financing, private capital raising, secondary offerings, and capital markets.

public financing front, he focuses on SPAC transactions, primarily underwritten initial public offerings and initial business

combinations.

From July 2013 to February 2016, Mr.

Sturgeon served as a Managing Director at Axiom Capital Management.

He worked at Freeman & Co.

from October 2002 to November 2011, where he focused on mergers and acquisitions

in the financial services sector.

Sturgeon received his B.S.

in Economics from the University of Massachusetts, Amherst

and his M.B.A in Finance from New York University.

Carlson serves as one of our directors as of the date hereof.

Carlson is a lawyer and consultant who has

held several key positions in the healthcare field.

He has served as Chief Legal Officer of Woven Orthopedic Technologies, LLC

since April 2013.

Carlson served as a Senior Vice President and as General Counsel for Mallinckrodt Pharmaceuticals

from June 2015 to March 2018, Synthes, Inc.

from June 2010 to July 2012, Medtronic, Inc.

from 2004 to 2009,

and PerkinElmer, Inc.

from 1999 to 2004.

Carlson served as Chairman of the Investment Committee of Gerchen Keller Capital

LLC, a litigation finance fund, from March 2013 to December 2016.

He previously served as Deputy General Counsel for

Allied Signal (now Honeywell International) and as an associate and partner at Gibson, Dunn & Crutcher LLP.

from the University of Michigan and a B.S.B.in Accounting from the University of Minnesota.

We believe Mr.

is well qualified to serve on our board of directors due to his experience as General Counsel of multiple listed companies in

the medical devices and pharmaceutical sectors.

Robertson serves as one of our directors as of the date hereof.

Robertson currently serves as the

Founder, Chairman and Chief Executive Officer of VisiQuate, Inc, a cloud-based data analytics company focused on serving

many of America’s most respected healthcare organizations, since it was founded in August 2009.

Previously, Mr.

was Co-Founder of MedeAnalytics where he served in various positions including Chief Operating Officer, Chief Technology

Officer and Chief Innovation Officer from February 2001 to February 2009.

He served as Founder and President of

Impact Receivables Group from March 1997 to January 2001 where he worked with various healthcare providers to improve

their revenue cycle management, accounting and compliance operations.

Robertson holds a B.S.

from California State

University and Masters in Health Services Administration from St.

Mary’s College, California.

We believe Mr.

is well qualified to serve on our board of directors due to his experience as chief executive officer of two healthcare analytics

Springer serves as one of our directors as of the date hereof.

Springer has served as Chairman

and Chief Executive Officer of Prolucent Health, a technology enabled healthcare services company focused on connecting clinical

workers with healthcare employers across all employment types, since it was founded in September 2019.

Previously, he served

as CEO and President of OneHealth Solutions, a technology enabled behavioral health company, from October 2012 until

September 2014 when it was acquired by Viverae.

He served as Chief Executive Officer and President of Transaction Wireless

from February 2008 until December 2010 when it was acquired by FirstData.

Springer served as CEO and President

of BidShift/Concerro from June 2003 until December 2006 when it was acquired by API Healthcare.

Springer served

as Managing Partner of GreenSpring Ventures, a venture fund based in Atlanta from June 2000 until May 2003.

From February 1997

to May 2000, Mr.

Springer served as Executive Vice President/Chief Operating Officer of WebMD, a pioneer in technology

enabled healthcare services.

Springer currently serves as an independent director of PatientPoint, LLC since July 2017,

and Advisor to BetterNight since June 2017 and to Sleep Data, LLC since March 2018.

From June 2007 to November 2019,

Springer served as Healthcare Advisor to Francisco Partners, a private equity firm focused on investments in technology

and technology-enabled services businesses with approximately $13 billion in assets under management.

he served as an independent director and advisor to Avadyne Health (acquired by MTS Health) from May 2013 to April 2016,

API Healthcare (acquired by General Electric) from November 2008 to July 2013, AdvancedMD (acquired by Automatic Data

Processing) from August 2007 to November 2008.

Springer holds a B.S.

in Marketing from Purdue University.

Springer is well qualified to serve on our board of directors due to his experience as chief executive officer

of four healthcare technology companies and as a healthcare advisor to a private equity fund.

serves as one of our directors as of the date hereof.

Xie has served as Chief Financial

Officer of Gracell Biotechnologies, an immune cell therapy company focused on cancer, since July 2020.

Previously, Dr.

served as President of Healthcare Holdings for Fosun Group, a Chinese international conglomerate and investment company, and Chief Representative

of Fosun, NY from 2015 to 2020.

Since August 2019, Dr.

Xie has served as an advisor to Flare Capital, a healthtech venture

fund formed in partnership with several healthcare companies.

From February 2012 to March 2015, Dr.

as Managing Partner for Kinglington Capital, an investment company.

He co-founded and served as Portfolio Manager for Locust

Walk Capital from April 2010 to February 2012.

From January 2009 to January 2010, Dr.

Xie served as Healthcare

Sector Head for Scopia Capital, a global hedge fund.

From 2005 to 2008, he served as Principal and subsequently Managing Director

for Great Point Partners, a healthcare hedge fund.

Xie served as an Equity Analyst for Delaware Investments, an asset

management firm, from June 2002 to July 2005.

From 1999 to 2001, he served as Project Leader and Senior Scientist for

Boehringer Ingelheim Pharmaceuticals, Inc.

Xie holds a B.S.

from Tianjin University in China, a Ph.D.

from The City University

in New York, and an M.B.A.

from The Wharton School, University of Pennsylvania.

We believe Dr.

Xie is well qualified

to serve on our board of directors due to his experience as a public equity and private equity investor in numerous healthcare

believe our board of directors and management team are well positioned to take advantage of the growing set of investment opportunities

focused on the biotechnology sector, and that our contacts, relationships and investment and operating experience will allow us

to generate an attractive transaction for our shareholders.

are no family relationships between any director, executive officer, or person nominated or chosen to become a director or officer.

and Terms of Office of Officers and Directors

have five directors.

Our board of directors is divided into three classes with only one class of directors being elected in each

year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term.

In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after

our first fiscal year end following our listing on Nasdaq.

The term of office of the first class of directors, consisting of Terrance

Carlson and Kevin Xie will expire at our first annual meeting of stockholders.

The term of office of the second class of directors,

consisting of Bruce Springer and Brian Robertson, will expire at the second annual meeting of stockholders.

The term of office

of the third class of directors, consisting of Rajiv Shukla, will expire at the third annual meeting of stockholders.

officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific

terms of office.

Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate.

Our bylaws provide that our officers may consist of a Chairman of the Board, Chief Executive Officer, Chief Financial Officer,

President, Vice Presidents, Secretary, Treasurer, Assistant Secretaries and such other offices as may be determined by the board

of directors.

listing standards require that a majority of our board of directors be independent.

An “independent director”

generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship

which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent

judgment in carrying out the responsibilities of a director.

Our board of directors has determined that Bruce Springer, Brian

Robertson, Kevin Xie and Terrance Carlson are “independent directors”

as defined in the Nasdaq listing standards and

applicable SEC rules.

Our independent directors have regularly scheduled meetings at which only independent directors are present.

Officer and Director Compensation

of our executive officers or directors have received any cash compensation for services rendered to us.

Commencing on the date

that our securities are first listed on Nasdaq through the earlier of consummation of our initial business combination and our

liquidation, we will reimburse our sponsor for office space, secretarial and administrative services provided to us in the amount

of $10,000 per month.

In addition, our sponsor, executive officers and directors, or any of their respective affiliates will be

reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential partner

businesses and performing due diligence on suitable business combinations.

Our audit committee will review on a quarterly basis

all payments that were made by us to our sponsor, executive officers or directors, or our or their affiliates.

Any such payments

prior to an initial business combination will be made using funds held outside the trust account.

Other than quarterly audit committee

review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments

to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf

in connection with identifying and consummating an initial business combination.

Other than these payments and reimbursements,

no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsor, executive

officers and directors, or any of their respective affiliates, prior to completion of our initial business combination.

the completion of our initial business combination, directors or members of our founding team who remain with us may be paid consulting

or management fees from the combined company.

All of these fees will be fully disclosed to shareholders, to the extent then known,

in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed business

We have not established any limit on the amount of such fees that may be paid by the combined company to our directors

or members of management.

It is unlikely the amount of such compensation will be known at the time of the proposed business combination,

because the directors of the post-combination business will be responsible for determining executive officer and director compensation.

Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination,

either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on

our board of directors.

do not intend to take any action to ensure that members of our founding team maintain their positions with us after the consummation

of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate

employment or consulting arrangements to remain with us after our initial business combination.

The existence or terms of any

such employment or consulting arrangements to retain their positions with us may influence our founding team’s motivation

in identifying or selecting a partner business but we do not believe that the ability of our founding team to remain with us after

the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential

business combination.

We are not party to any agreements with our executive officers and directors that provide for benefits upon

termination of employment.

of the Board of Directors

board of directors has two standing committees:

an audit committee and a compensation committee.

Subject to phase-in rules

and a limited exception, Nasdaq rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed

company be comprised solely of independent directors, and Nasdaq rules require that the compensation committee of a listed company

be comprised solely of independent directors.

have established an audit committee of the board of directors.

Brian Robertson, Kevin Xie and Terrance Carlson serve as members

of our audit committee, and Brian Robertson chairs the audit committee.

Under the Nasdaq listing standards and applicable SEC

rules, we are required to have at least three members of the audit committee, all of whom must be independent.

Each of Brian Robertson,

Kevin Xie and Terrance Carlson meet the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1)

of the Exchange Act.

member of the audit committee is financially literate and our board of directors has determined that Mr.

Robertson qualifies

as an “audit committee financial expert”

as defined in applicable SEC rules.

have adopted an audit committee charter, which details the principal functions of the audit committee, including:

appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm

engaged by us;

● pre-approving all

audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us,

and establishing pre-approval policies and procedures;

clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not

limited to, as required by applicable laws and regulations;

clear policies for audit partner rotation in compliance with applicable laws and regulations;

and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent

registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the

most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental

or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm

and any steps taken to deal with such issues and (iii) all relationships between the independent registered public accounting

firm and us to assess the independent registered public accounting firm’s independence;

and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated

by the SEC prior to us entering into such transaction;

with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory

or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published

reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting

standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when

required to do so by law or Nasdaq rules.

In accordance with Rule 5605 of the Nasdaq rules, a majority of the independent

directors may recommend a director nominee for selection by the board of directors.

The board of directors believes that the independent

directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation

of a standing nominating committee.

The directors who will participate in the consideration and recommendation of director nominees

are Brian Robertson, Bruce Springer, Kevin Xie and Terrance Carlson.

In accordance with Rule 5605 of the Nasdaq rules,

all such directors are independent.

As there is no standing nominating committee, we do not have a nominating committee charter

board of directors will also consider director candidates recommended for nomination by our stockholders during such times as

they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special

meeting of stockholders).

Our stockholders that wish to nominate a director for election to our board of directors should follow

the procedures set forth in our bylaws.

have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors

In general, in identifying and evaluating nominees for director, the board of directors considers educational background,

diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and

the ability to represent the best interests of our stockholders.

have established a compensation committee of the board of directors.

Terrance Carlson, Brian Robertson and Kevin Xie serve as

members of our compensation committee.

Under the Nasdaq listing standards and applicable SEC rules, we are required to have at

least two members of the compensation committee, all of whom must be independent.

Terrance Carlson, Brian Robertson and Kevin

Xie are independent and Terrance Carlson chairs the compensation committee.

have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation,

if any is paid by us, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining

and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

and approving on an annual basis the compensation, if any is paid by us, of all of our other officers;

on an annual basis our executive compensation policies and plans;

● implementing

and administering our incentive compensation equity-based remuneration plans;

management in complying with our proxy statement and annual report disclosure requirements;

all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

required, producing a report on executive compensation to be included in our annual proxy statement;

evaluating and recommending changes, if appropriate, to the remuneration for directors.

Notwithstanding

the foregoing, as indicated above, other than the payment to an affiliate of our sponsor of $10,000 per month, for up to 24 months,

for office space, utilities and secretarial and administrative support, no compensation of any kind, including finders, consulting

or other similar fees, will be paid to any of our existing stockholders, officers, directors or any of their respective affiliates,

prior to, or for any services they render in order to effectuate the consummation of an initial business combination.

it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible

for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business

charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation

consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of

the work of any such adviser.

However, before engaging or receiving advice from a compensation consultant, external legal counsel

or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required

by Nasdaq and the SEC.

Committee Interlocks and Insider Participation

of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of

any entity that has one or more executive officers serving on our board of directors.

have adopted a Code of Ethics applicable to our directors, officers and employees.

We have filed a copy of our Code of Ethics

as an exhibit to the registration statement in connection with our initial public offering.

This document may be reviewed by accessing

our public filings at the SEC’s web site at www.sec.gov.

In addition, a copy of the Code of Ethics will be provided without

charge upon request from us.

We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in

a Current Report on Form 8-K.

to pre-existing fiduciary or contractual duties as described below, our officers and directors have agreed to present any

business opportunities presented to them in their capacity as a director or officer of our company to us.

Certain of our officers

and directors presently have fiduciary or contractual obligations to other entities pursuant to which such officer or director

is or will be required to present a business combination opportunity.

Accordingly, if any of our officers or directors becomes

aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary

or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to

We believe, however, that the fiduciary duties or contractual obligations of our officers or directors will not materially

affect our ability to complete our initial business combination.

Our amended and restated certificate of incorporation provides

that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly

offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are

legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director

or officer is permitted to refer that opportunity to us without violating another legal obligation.

officers and directors may become officers or directors of another special purpose acquisition company with a class of securities

intended to be registered under the Exchange Act, even prior to us entering into a definitive agreement for our initial business

investors should also be aware of the following other potential conflicts of interest:

of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of

interest in allocating his or her time among various business activities.

the course of their other business activities, our officers and directors may become aware of investment and business opportunities

which may be appropriate for presentation to us as well as the other entities with which they are affiliated.

Our management may

have conflicts of interest in determining to which entity a particular business opportunity should be presented.

initial stockholders have agreed to waive their redemption rights with respect to any founder shares and placement shares and

any public shares held by them in connection with the consummation of our initial business combination.

Additionally, our initial

stockholders have agreed to waive their redemption rights with respect to any founder shares and placement shares held by them

if we fail to consummate our initial business combination within 24 months after the closing of our initial public offering.

If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the placement

units held in the trust account will be used to fund the redemption of our public shares, and the placement securities will expire

With certain limited exceptions, the founder shares will not be transferable, assignable by our sponsor until the earlier

(A) one year after the completion of our initial business combination and (B) subsequent to our initial

business combination, (x) if the reported last sale price of our Class A common stock equals or exceeds $12.00 per share

(as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within

any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date

on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in

all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property.

certain limited exceptions, the placement units, placement shares and placement warrants and the Class A common stock underlying

such warrants, will not be transferable, assignable or saleable by our sponsor or its permitted transferees until 30 days

after the completion of our initial business combination.

Since our sponsor and officers and directors may directly or indirectly

own common stock and warrants following our initial public offering, our officers and directors may have a conflict of interest

in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention

or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect

to our initial business combination.

sponsor, officers or directors may have a conflict of interest with respect to evaluating a business combination and financing

arrangements as we may obtain loans from our sponsor or an affiliate of our sponsor or any of our officers or directors to finance

transaction costs in connection with an intended initial business combination.

Up to $1,500,000 of such loans may be convertible

into units, at a price of $10.00 per unit at the option of the lender, upon consummation of our initial business combination.

The units would be identical to the placement units.

conflicts described above may not be resolved in our favor.

general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present

business opportunities to a corporation if:

corporation could financially undertake the opportunity;

opportunity is within the corporation’s line of business;

would not be fair to our company and its stockholders for the opportunity not to be brought to the attention of the corporation.

as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting

business opportunities meeting the above-listed criteria to multiple entities.

Furthermore, our amended and restated certificate

of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless

such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and

such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue,

and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation.

is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties or contractual

Individual (1)

Entity’s

Constellation Alpha Holdings

Investments, advisory and research for the SPAC

Chief Executive Officer

OcuNexus Therapeutics, Inc.

Patrick Sturgeon

Brookline Capital Markets

Mergers and acquisitions, public financing,

private capital raising, secondary offerings, and capital markets

Managing Director

Bruce Springer

Prolucent Health, Inc.

Healthcare services

Chairman and Chief Executive Officer

PatientPoint, LLC

Healthcare services

Gracell Biotechnologies

Chief Financial Officer

ViewRay, Inc.

Medical devices

Terrance Carlson

Woven Orthopedic Technologies, LLC

Orthopedic surgical devices

Chief Legal Officer

Brian Robertson

VisiQuate, Inc.

Healthcare services

Chairman and Chief Executive Officer

person has a fiduciary duty with respect to the listed entities next to their respective names.

if any of the above executive officers or directors becomes aware of a business combination opportunity which is suitable for

any of the above entities to which he or she has current fiduciary or contractual obligations, he or she will honor his or her

fiduciary or contractual obligations to present such business combination opportunity to such entity, and only present it to us

if such entity rejects the opportunity.

are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers

or directors.

In the event we seek to complete our initial business combination with such a company, we, or a committee of independent

directors, would obtain an opinion from an independent investment banking firm or another independent entity that commonly renders

valuation opinions, that such an initial business combination is fair to our company from a financial point of view.

the event that we submit our initial business combination to our public stockholders for a vote, pursuant to the letter agreement,

our sponsor, officers and directors have agreed to vote any founder shares or placement shares held by them and any public shares

purchased during or after the offering (including in open market and privately negotiated transactions) in favor of our initial

business combination.

on Liability and Indemnification of Officers and Directors

amended and restated certificate of incorporation provides that our officers and directors will be indemnified by us to the fullest

extent authorized by Delaware law, as it now exists or may in the future be amended.

In addition, our amended and restated certificate

of incorporation provides that our directors will not be personally liable for monetary damages to us or our stockholders for

breaches of their fiduciary duty as directors, unless they violated their duty of loyalty to us or our stockholders, acted in

bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or

unlawful redemptions, or derived an improper personal benefit from their actions as directors.

have entered into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification

provided for in our amended and restated certificate of incorporation.

Our bylaws also permit us to secure insurance on behalf

of any officer, director or employee for any liability arising out of his or her actions, regardless of whether Delaware law would

permit such indemnification.

We have purchased a policy of directors’

and officers’

liability insurance that insures

our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures

us against our obligations to indemnify our officers and directors.

provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty.

provisions also may have the effect of reducing the likelihood of derivative litigation against officers and directors, even though

such an action, if successful, might otherwise benefit us and our stockholders.

Furthermore, a stockholder’s investment

may be adversely affected to the extent we pay the costs of settlement and damage awards against officers and directors pursuant

to these indemnification provisions.

believe that these provisions, the directors’

and officers’

liability insurance and the indemnity agreements are necessary

to attract and retain talented and experienced officers and directors.

Shukla holds a masters in healthcare management and policy degree from Harvard University and received a bachelor’s in pharmaceutics from the Indian Institute of Technology.

We believe that Mr.

Shukla is qualified to serve as a director based on the depth of his experience in the healthcare industry and in providing strategic guidance to numerous companies.

Max Wallace has served as a member of our Board since the Merger and previously served as a member of the Legacy Humacyte board of directors since June 2005.

Wallace served as Chief Executive Officer of Accelerate Brain Cancer Cure, or ABC 2 , a not-for-profit corporation seeking to drive research and treatments for brain tumors from August 2008 to December 2019.

Prior to joining ABC 2 , Mr.

Wallace served as the Chief Executive Officer of TheraLogics, Inc.

an early-stage biopharmaceutical company, and as President of Trimeris, Inc., a formerly public biopharmaceutical company founded by Mr.

Wallace that created and brought to market a new class of drugs for the treatment of HIV, AIDS and other viral diseases and is now a part of Synageva BioPharma Corp.

Wallace also founded and developed several other biopharmaceutical companies, including Cogent Neuroscience, Sphinx Pharmaceuticals Corporation, now a part of Eli Lilly & Company, and SARCO, Inc., now a part of PPD/ Pharmaco, and co-founded and served as President of the North Carolina Bioscience Organization, the biotechnology industry’s trade organization in North Carolina.

Wallace holds a B.A.

in English and Political Science from Duke University and a J.D.

from the University of Florida.

We believe that Mr.

Wallace is qualified to serve as a director based on the depth of his experience in the biotechnology industry, including his service in executive roles at multiple emerging biopharmaceutical companies and his oversight of the development and commercialization of innovative technologies.

Susan Windham-Bannister has served as a member of our Board since the Merger.

Windham-Bannister has served as President and Chief Executive Officer of Biomedical Growth Strategies, LLC, a strategic advisory firm serving the life sciences and healthcare industries, since September 2015.

From 2008 to 2015, Dr.

Windham-Bannister served as founding President and Chief Executive Officer of the Massachusetts Life Sciences Initiative, a $1 billion life sciences-

dedicated investment fund.

Windham-Bannister currently serves on the board of directors of Aridis Pharmaceuticals, Inc., a public late-stage biopharmaceutical company.

She is the Chair of the National Board of Directors of the Association for Women in Science (AWIS), serves on the board of directors of St.

Jude’s Children’s Research Hospital, and Chairs the board of BioscienceLA, a nonprofit independent innovation catalyst organization.

Windham-Bannister holds a Ph.D.

in Health Policy and Management from the Florence Heller School at Brandeis University.

She was a Post-Doctoral Fellow at Harvard University’s John F.

Kennedy School and a Fellow in the Center for Science and Policy (CSAP) at Cambridge University, Cambridge, England.

We believe that Dr.

Windham-Bannister is qualified to serve as a director based on her status as an internationally recognized expert in innovation, market access, and market optimization strategies.

Binder has served as a member of our Board since the Merger.

Binder served as the Chief Executive Officer of Amgen, Inc.

from 1998 through 2000.

Binder joined Amgen in 1982 as Chief Financial Officer, having previously served as the Chief Financial Officer of System Development Corporation, a computer system and software company, and in financial management positions at Litton Industries and Ford Motor Company.

After retiring from Amgen, Mr.

Binder founded Coastview Capital LLC, a biotech venture capital firm.

Binder currently serves as Chairman of the Board of Directors of NEUVOGEN, Inc., a private immunoncology company.

Binder has also served as the Chairman of BIO, the biotechnology industry trade association, and as Chairman of PHRMA, the pharmaceutical industry trade association.

He has served as a member of the board of directors of the Massachusetts Institute of Technology, the California Institute of Technology, the American Enterprise Institute and Pepperdine University.

Binder is a fellow of the American Academy of Arts and Sciences and is the author of Science Lessons:

What the Business of Biotech Taught Me About Management.Mr.

Binder holds a B.S.

in electrical engineering from Purdue University and an M.B.A.

from Harvard Business School, where he was a Baker Scholar.

We believe that Mr.

Binder is qualified to serve as a director based on the depth of his experience in the life sciences industry, including his service in executive roles at Amgen.

Constantino is a retired Ernst & Young LLP assurance partner who served in the Research Triangle Park region of North Carolina for over 30 years.

From 2009 to 2012, he served as the Office Managing Partner for the combined Raleigh/Greensboro office of Ernst & Young with over 200 employees.

Currently, Mr.

Constantino serves as the member of the Board and the Chairman of the Audit Committee of 9 Meters Biopharma, Inc., a Nasdaq-listed clinical-stage biopharmaceutical company.

He is also the Chair of the Board for the NC State Foundation and a member of the Board of The Green Chair Project, and serves on the Advisory Board for CREO, Inc., an RTP-based consultancy focused on growth management and data transformation services.

Constantino holds a B.A.

in both Accounting and Business Management from NC State University and is a North Carolina Certified Public Accountant, or CPA.

We believe that Mr.

Constantino is qualified to serve as a director based on his extensive experience as a CPA and with SEC compliance matters and Sarbanes-Oxley internal controls.

Pope has served as the President and Chief Executive Officer of WellAir Group Ltd., a leading clean air solutions company, since February 2021.

Prior to its acquisition by WellAir, Mr.

Pope served as the Executive Chairman of UV Innovators, LLC, a developer of medical-grade handheld UVC disinfection technology, from February 2017 to February 2021.

From 2008 to 2019, Mr.

Pope served as the Chief Executive Officer of TransEnterix, Inc.

(now Asensus Surgical, Inc.), a medical device company.

He also previously served as worldwide president of Cordis, a multi-billion-dollar division within Johnson & Johnson’s medical device business.

Pope currently serves as the Chairman of the Board of Directors of AdvaMed ACCEL and as a member of the Board of Directors of WELL.Co, a private digital health company.

Pope also serves on the Kenan-Flagler Board of Visitors and the Educational Foundation for the University of North Carolina at Chapel Hill, where he is the immediate past Executive Chairman of the Board.

Time Magazine named Mr.

Pope one of the “50 most influential people in healthcare 2018.” Mr.

Pope holds a B.A.

in Labor and Industrial Relations from the University of North Carolina.

We believe that Mr.

Pope is qualified to serve as a director based on his extensive experience in key leadership positions at public and private companies within the healthcare industry.

Board Composition

The Board directs the management of our business and affairs, as provided by Delaware law, and conducts its business through meetings of the Board and its standing committees.

The Board consists of ten members.

Kathleen Sebelius serves as chair of the Board.

The primary responsibilities of the Board are to provide risk oversight and strategic guidance to Humacyte and to counsel and direct our management.

The Board meets on a quarterly basis and will convene additional meetings, as required.

Fresenius Medical Care has designated one representative to attend, in a non-voting observer capacity, all meetings of the Board.

The Board is divided into three classes of directors, with the directors serving three-year terms.

Dougan and Mr.

Wallace are currently Class I directors;

Sebelius and Mr.

Shukla are Class II directors;

Constantino, Dr.

Niklason and Dr.

Windham-Bannister are Class III directors.

The term of office of the Class I directors will expire at the 2022 annual meeting of stockholders, which is the first annual meeting of stockholders following the initial classification of the Board.

At the second annual meeting of stockholders following such classification, the term of office of the Class II directors will expire and Class II directors will be elected for a full term of three years.

At the third annual meeting of stockholders following such classification, the term of office of the Class III directors will expire and Class III directors will be elected for a full term of three years.

Family Relationships

Niklason, our President and Chief Executive Officer, is married to Mr.

Niklason and Mr.

Dougan serve on the Board.

There are no additional family relationships among the directors and executive officers of Humacyte.

Independence of Directors

The Nasdaq listing standards generally define an “independent director” as a person who is not an executive officer or employee, or who does not have a relationship which, in the opinion of the company’s board of directors, would interfere with the exercise of independent judgment in carrying out his or her responsibilities as a director.

In assessing director independence, the Board concluded that the independent directors have no conflict that might discourage critical review of the Company’s management and operations.

The Board has determined that Gordon M.

Binder, Emery N.

Brown, Michael T.

Constantino, Todd M.

Pope, Kathleen Sebelius, Max Wallace and Susan Windham-Bannister are considered independent directors of Humacyte.

The independent directors hold regularly scheduled meetings at which only independent directors are present.

Board Leadership Structure and Role in Risk Oversight

The Board recognizes that the leadership structure and combination or separation of the Chief Executive Officer and chairperson roles is driven by the needs of Humacyte at any point in time.

As a result, no policy exists requiring combination or separation of leadership roles, and Humacyte’s governing documents do not mandate a particular structure.

The Board believes this structure will allow it the flexibility to establish the most appropriate structure for Humacyte at any given time.

The Board oversees the risk management activities designed and implemented by Humacyte’s management.

The Board does not have a standing risk management committee, but rather executes its oversight responsibility both directly and through its standing committees.

The Board also considers specific risk topics, including risks associated with Humacyte’s strategic initiatives, business plans and capital structure.

Humacyte’s management, including our executive officers, are primarily responsible for managing the risks associated with the business and operations of the company and provide appropriate updates to the Board and the audit committee.

The Board has delegated to the audit committee oversight of its risk management process, and the other committees of the Board also consider risks as they perform their respective committee responsibilities.

All Board committees report to the Board as appropriate, including, but not limited to, when a matter rises to the level of a material or enterprise risk.

Committees of the Board of Directors

The Board has an audit committee, a nominating and governance committee, a compensation committee, and a commercial committee.

In addition, from time to time, special committees may be established under the direction of the Board when necessary to address specific issues.

Copies of each Board committee’s charter are posted on Humacyte’s website at www.humacyte.com.

Humacyte’s website and the information contained on, or that can be accessed through, such website are not deemed to be incorporated by reference in, and are not considered part of, this Annual Report on Form 10-K.

Audit Committee

The audit committee consists of Michael T.

Constantino, Kathleen Sebelius, and Susan Windham-Bannister.

Constantino serves as the chairperson of the audit committee.

The Board has determined that each of Michael T.

Constantino, Kathleen Sebelius, and Susan Windham-Bannister is independent under Nasdaq listing standards and Rule 10A-3 of the Exchange Act.

Each member of the audit committee is financially literate.

The Board also has determined that Michael T.

Constantino is an “audit committee financial expert” within the meaning of SEC regulations.

The audit committee has the following responsibilities, among others, as set forth in the audit committee charter:

• selecting a firm to serve as the independent registered public accounting firm to audit our financial statements;

• ensuring the independence of the independent registered public accounting firm;

• discussing the scope and results of the audit with the independent registered public accounting firm and reviewing, with management and that firm, our interim and year-end operating results;

• establishing procedures for employees to anonymously submit concerns about questionable accounting or audit matters;

• considering the adequacy of our internal controls;

• reviewing material related party transactions or those that require disclosure;

• pre-approving audit and non-audit services to be performed by the independent registered public accounting firm.

Nominating and Governance Committee

The nominating and governance committee consists of Gordon M.

Binder, Emery N.

Brown and Max Wallace.

Max Wallace serves as the chairperson of the nominating and governance committee.

The Board has determined that each of Gordon M.

Binder, Emery N.

Brown and Max Wallace is independent under Nasdaq listing standards.

The nominating and governance committee has the following responsibilities, among others, as set forth in the nominating and governance committee’s charter:

• identifying and recommending candidates for membership on the Board;

• reviewing and recommending our corporate governance guidelines and policies;

• overseeing the process of evaluating the performance of the Board;

• assisting the Board on corporate governance matters;

• reviewing proposed waivers of the Code of Conduct and Ethics for directors and executive officers.

Compensation Committee

The compensation committee consists of Michael T.

Constantino, Todd M.

Pope and Max Wallace.

Pope serves as the chairperson of the compensation committee.

The Board has determined that each of Michael T.

Constantino, Todd M.

Pope and Max Wallace is independent under applicable SEC rules and Nasdaq listing standards and a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.

The compensation committee has the following responsibilities, among others, as set forth in the compensation committee’s charter:

• reviewing and approving, or recommending that the Board approve, the compensation of executive officers;

• reviewing and recommending to the Board the compensation of its directors;

• administering our stock and equity incentive plans;

• reviewing and approving, or making recommendations to the Board with respect to, incentive compensation and equity plans;

• reviewing our overall compensation philosophy.

Commercial Committee

The commercial committee consists of Gordon M.

Binder, Todd M.

Pope, Rajiv Shukla and Susan Windham-Bannister.

The commercial committee does not have a chairperson.

The commercial committee oversees issues related to manufacturing, pricing, market access, and sales.

A majority of the members of the commercial committee — Gordon M.

Binder, Todd M.

Pope and Susan Windham-Bannister — are independent under applicable SEC rules and Nasdaq listing standards.

Code of Conduct and Ethics

We have adopted a Code of Conduct and Ethics that applies to all officers, directors and employees of Humacyte and its subsidiaries.

The Code of Conduct and Ethics codifies the business and ethical principles that govern all aspects of our business, reflecting our commitment to a culture of honesty, integrity and accountability.

In addition to following the Code of Conduct and Ethics, officers, directors and employees are expected to seek guidance in situations where there is a question regarding compliance issues, whether with the letter or the spirit of our policies and applicable laws.

The Code of Conduct and Ethics is available on Humacyte’s website at www.humacyte.com.

Compensation Committee Interlocks and Insider Participation

None of the members of the compensation committee is currently one of Humacyte’s officers or employees.

None of Humacyte’s executive officers currently serves, or has served during the last completed fiscal year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving or will serve as a member of Humacyte’s board of directors or compensation committee.

Executive Compensation.

Officer and Director Compensation

of our officers has received any cash compensation for services rendered to us.

We have agreed to pay an affiliate of our sponsor

a total of $10,000 per month for office space, utilities and secretarial and administrative support.

Upon completion of our initial

business combination or our liquidation, we will cease paying these monthly fees.

No compensation of any kind, including any finder’s

fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our sponsor, officers

or directors or any affiliate of our sponsor, officers or directors, prior to, or in connection with any services rendered in

order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is).

However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our

behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors or our or their affiliates.

Any such payments prior to an initial business combination will be made using funds held outside the trust account.

quarterly audit committee review of such payments, we do not expect to have any additional controls in place governing our reimbursement

payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with identifying

and consummating an initial business combination.

the completion of our initial business combination, directors or members of our management team who remain with us may be paid

consulting or management fees from the combined company.

All of these fees will be fully disclosed to stockholders, to the extent

then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed

initial business combination.

We have not established any limit on the amount of such fees that may be paid by the combined company

to our directors or members of management.

It is unlikely the amount of such compensation will be known at the time of the proposed

initial business combination, because the directors of the post-combination business will be responsible for determining

officer and director compensation.

Any compensation to be paid to our officers will be determined, or recommended to the board

of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority

of the independent directors on our board of directors.

do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation

of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment

or consulting arrangements to remain with us after our initial business combination.

The existence or terms of any such employment

or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or

selecting a target business but we do not believe that the ability of our management to remain with us after the consummation

of our initial business combination will be a determining factor in our decision to proceed with any potential business combination.

We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.

12 Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

following table sets forth information regarding the beneficial ownership of our shares of common stock as of December 31, 2020

based on information obtained from the persons named below, with respect to the beneficial ownership of our shares of common stock,

person known by us to be the beneficial owner of more than 5% of our outstanding shares

of common stock;

of our executive officers and directors that beneficially owns our shares of common stock;

our executive officers and directors as a group.

the table below, percentage ownership is based on 10,355,000 shares of Class A common stock and 2,500,000 shares of Class B common

stock outstanding as of December 31, 2020.

Voting power represents the combined voting power of Class A common stock and Class

B common stock owned beneficially by such person.

On all matters to be voted upon, the holders of the Class A common stock and

the Class B common stock vote together as a single class.

Currently, all of the Class B common stock are convertible into Class

A common stock on a one-for-one basis.

The table below does not include the Class A common stock underlying the private placement

warrants held by our sponsor because these securities are not exercisable within 60 days of this Annual Report on Form 10-K.

of Beneficial Owners(1)

of Shares Beneficially Owned

Approximate Percentage of Class

Number of Shares Beneficially Owned

Approximate Percentage of Class

Approximate Percentage of Voting Control

AHAC Sponsor LLC (our sponsor) (2)(3)

Unless otherwise noted, as used in this section, “Humacyte” refers to Legacy Humacyte prior to the closing of the Merger and Humacyte, Inc.

after the closing of the Merger;

and the “Board” refers to the board of directors of Legacy Humacyte prior to the closing of the Merger and to the board of directors of Humacyte, Inc.

after the closing of the Merger.

Upon the closing of the Merger, the executive officers of Legacy Humacyte became executive officers of Humacyte.

This section provides an overview of Humacyte’s executive compensation programs as they relate to the executive officers named below (the “named executive officers”), including a narrative description of the material factors necessary to understand the information disclosed in the summary compensation table below.

The Board, upon the recommendation of its compensation committee and with input from Humacyte’s Chief Executive Officer, has historically determined the compensation for Humacyte’s named executive officers.

For the year ended December 31, 2021, Humacyte’s named executive officers were:

Niklason, President, Chief Executive Officer and a member of the Board;

• Rajiv Shukla, Chief Executive Officer of AHAC prior to the Merger and a member of the Board;

• Heather Prichard, Chief Operating Officer;

Lawson, former Chief Surgical Officer and a former member of the Board.

Summary Compensation Table

The following table presents information regarding the compensation awarded by, earned by or paid to Humacyte’s named executive officers during the fiscal years ended December 31, 2021 and 2020.

Name and Principal Position

O ption Awards

2021 500,000 237,500 10,021,428 (4)

President and Chief Executive Officer 2020 75,000 (3)

Rajiv Shukla (8)

Brian Robertson

All officers and directors as a group (6 individuals)

than one percent.

otherwise noted, the business address of each of the following entities and individuals

is 1177 Avenue of the Americas, 5th Floor, New York, New York 10036.

Sponsor LLC, our sponsor, is the record holder of the securities reported herein.

Shukla, our Chief Executive Officer, is the managing member of our sponsor.

of this relationship, Mr.

Shukla may be deemed to share beneficial ownership of the securities

held of record by our sponsor.

Shukla disclaims any such beneficial ownership except

to the extent of his pecuniary interest.

(3) Interests

shown consist solely of founder shares, classified as shares of Class B common stock,

as well as placement shares after our initial public offering.

Founder shares are convertible

into shares of Class A common stock on a one-for-one basis, subject to adjustment.

Sturgeon holds an interest in our sponsor and disclaims any beneficial ownership other

than to the extent of his pecuniary interest.

sponsor is deemed to be our “promoter”

as such term is defined under the federal securities laws.

of Founder Shares and Private Placement Units

founder shares, and placement units, and securities contained therein, are each subject to transfer restrictions pursuant to lock-up

provisions in a letter agreement with us and our sponsor, officers and directors.

Those lock-up provisions provide that such securities

are not transferable or salable (i) in the case of the founder shares (or shares of common stock issuable upon conversion thereof),

until the earlier to occur of:

(A) one year after the completion of our initial business combination and (B) subsequent to our

initial business combination, (x) if the reported last sale price of our Class A common stock equals or exceeds $12.00 per share

(as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within

any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete

a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders

having the right to exchange their shares of common stock for cash, securities or other property, and (ii) in the case of the

placement units, including the component securities therein, until 30 days after the completion of our initial business combination,

except in each case (a) to our officers or directors, any affiliates or family members of any of our officers or directors, any

members of our sponsor, or any affiliates of our sponsor, or with respect to the underwriters, to any of their respective affiliates

or to any of their respective officers, directors or member(s) or any of their respective affiliates, (b) in the case of an individual,

by gift to a member of one of the members of the individual’s immediate family or to a trust, the beneficiary of which is

a member of one of the individual’s immediate family, an affiliate of such person or to a charitable organization;

the case of an individual, by virtue of laws of descent and distribution upon death of any of our officers, our directors, the

initial stockholders or members of our sponsor;

(d) in the case of an individual, pursuant to a qualified domestic relations order;

(e) by private sales or transfers made in connection with the consummation of an initial business combination at prices no greater

than the price at which the securities were originally purchased;

(f) in the event of our liquidation prior to the completion

of our initial business combination;

(g) by virtue of the laws of Delaware or our sponsor’s limited liability company agreement

upon dissolution of our sponsor or the organizational documents of the underwriters, upon dissolution of the underwriters, as

or (h) in the event of our liquidation, merger, capital stock exchange, reorganization or other similar transaction

which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other

property subsequent to our completion of our initial business combination;

provided, however, that in the case of clauses (a)

through (e) or (g) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions

and the other restrictions contained in the letter agreements and by the same agreements entered into by our sponsor with respect

to such securities (including provisions relating to voting, the trust account and liquidating distributions).

so long as the placement warrants are held by the underwriters or any of their respective designees or affiliates, they may not

be exercised after five years from the effective date of the registration statement in connection with our initial public offering.

The placement units and underlying shares of our Class A common stock and warrants have been deemed compensation by FINRA and

are therefore subject to a 180-day lock-up pursuant to FINRA Rule 5110(g) commencing on the effective date of the registration

statement in connection with our initial public offering.

Pursuant to FINRA Rule 5110(g)(1), these securities shall not be sold,

transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction

that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following

the effective date of the registration statement in connection with our initial public offering.

Additionally, the placement units

(and the underlying securities) purchased by the underwriters may not be sold, transferred, assigned, pledged or hypothecated

for 180 days following the effective date of the registration statement in connection with our initial public offering, subject

to certain exceptions.

holders of the founder shares, placement units (including securities contained therein) and units (including securities contained

therein) that may be issued upon conversion of working capital loans, and any shares of Class A common stock issuable upon the

exercise of the placement warrants and any shares of Class A common stock and warrants (and underlying Class A common stock) that

may be issued upon conversion of the units issued as part of the working capital loans and Class A common stock issuable upon

conversion of the founder shares, will be entitled to registration rights pursuant to a registration rights agreement, requiring

us to register such securities for resale (in the case of the founder shares, only after conversion to our Class A common stock).

The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that we

In addition, the holders have certain “piggy-back”

registration rights with respect to registration

statements filed subsequent to our completion of our initial business combination and rights to require us to register for resale

such securities pursuant to Rule 415 under the Securities Act.

The registration rights agreement does not contain liquidated damages

or other cash settlement provisions resulting from delays in registering our securities.

Notwithstanding the foregoing, the underwriters

may not exercise their demand and “piggyback”

registration rights after five (5) and seven (7) years, respectively,

after the effective date of the registration statement in connection with our initial public offering and may not exercise their

demand rights on more than one occasion.

We will bear the expenses incurred in connection with the filing of any such registration

13 Certain Relationships and Related Transactions, and Director Independence

July 2020, we issued an aggregate of 2,875,000 founder shares to our sponsor for an aggregate purchase price of $25,000 in

cash, or approximately $0.01 per share.

In July 2020, our sponsor transferred 25,000 founder shares to each of our four independent

The number of founder shares issued was determined based on the expectation that such founder shares would represent

20% of the outstanding shares upon completion of our initial public offering.

375,000 founder shares were forfeited by our sponsor

resulting from the underwriters’

failure to exercise their over-allotment option.

The founder shares (including the

Class A common stock issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned

or sold by the holder.

sponsor and the underwriters from our initial public offering agreed to purchase an aggregate of 355,000 placement units at a

price of $10.00 per unit (305,000 placement units by our sponsor and 50,000 placement units by the underwriters), for an aggregate

purchase price of $3,550,000.

There will be no redemption rights or liquidating distributions from the trust account with respect

to the founder shares, placement shares or placement warrants, which will expire worthless if we do not consummate a business

combination within 24 months from the closing of our initial public offering.

have agreed to pay Constellation Alpha Holdings LLC, an affiliate of our sponsor, a total of $10,000 per month for office space,

utilities and secretarial and administrative support.

Upon completion of our initial business combination or our liquidation,

we will cease paying these monthly fees.

compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment

of a loan, will be paid by us to our sponsor, officers or directors or any affiliate of our sponsor, officers or directors prior

to, or in connection with any services rendered in order to effectuate, the consummation of an initial business combination (regardless

of the type of transaction that it is).

However, these individuals will be reimbursed for any out-of-pocket expenses incurred

in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable

business combinations.

Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers,

directors or our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed.

is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities

on our behalf.

to the closing of our initial public offering, our sponsor agreed to loan us up to $300,000 to be used for a portion of the expenses

of our initial public offering.

These loans were non-interest bearing, unsecured and were due at the earlier of March 31,

2021 or the closing of our initial public offering.

As of December 31, 2020, we had $95,136 in borrowings outstanding under the

promissory note.

addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an

affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds on a non-interest bearing

basis as may be required.

If we complete an initial business combination, we would repay such loaned amounts.

In the event that

the initial business combination does not close, we may use a portion of the working capital held outside the trust account to

repay such loaned amounts but no proceeds from our trust account would be used for such repayment.

Up to $1,500,000 of such loans

may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation of our initial business

The units would be identical to the placement units.

Other than as described above, the terms of such loans by our

officers and directors, if any, have not been determined and no written agreements exist with respect to such loans.

expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will

be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

our initial business combination, members of our management team who remain with us may be paid consulting, management or other

fees from the combined company with any and all amounts being fully disclosed to our stockholders, to the extent then known, in

the tender offer or proxy solicitation materials, as applicable, furnished to our stockholders.

It is unlikely the amount of such

compensation will be known at the time of distribution of such tender offer materials or at the time of a stockholder meeting

held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business

to determine executive and director compensation.

holders of the founder shares, placement units, and units that may be issued upon conversion of working capital loans (and in

each case holders of their component securities, as applicable) have registration rights to require us to register a sale of any

of our securities held by them pursuant to a registration rights agreement.

These holders will be entitled to make up to three

demands, excluding short form registration demands, that we register such securities for sale under the Securities Act.

these holders will have “piggy-back”

registration rights to include their securities in other registration statements

Notwithstanding the foregoing, the underwriters may not exercise their demand and “piggyback”

rights after five (5) and seven (7) years, respectively, after the effective date of the registration statement for our initial

public offering and may not exercise their demand rights on more than one occasion.

have entered into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification

provided for in our amended and restated certificate of incorporation.

Our bylaws also permit us to secure insurance on behalf

of any officer, director or employee for any liability arising out of his or her actions, regardless of whether Delaware law would

permit such indemnification.

We have purchased a policy of directors’

and officers’

liability insurance that insures

our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures

us against our obligations to indemnify our officers and directors.

have not yet adopted a formal policy for the review, approval or ratification of related party transactions.

Accordingly, the

transactions discussed above were not reviewed, approved or ratified in accordance with any such policy.

have adopted a code of ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or

resolutions approved by our board of directors (or the appropriate committee of our board) or as disclosed in our public filings

with the SEC.

Under our code of ethics, conflict of interest situations will include any financial transaction, arrangement or

relationship (including any indebtedness or guarantee of indebtedness) involving the company.

addition, our audit committee, pursuant to a written charter, is responsible for reviewing and approving related party transactions

to the extent that we enter into such transactions.

An affirmative vote of a majority of the members of the audit committee present

at a meeting at which a quorum is present will be required in order to approve a related party transaction.

A majority of the

members of the entire audit committee will constitute a quorum.

Without a meeting, the unanimous written consent of all of the

members of the audit committee will be required to approve a related party transaction.

We also require each of our directors

and executive officers to complete a directors’

and officers’

questionnaire that elicits information about related

party transactions.

procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents

a conflict of interest on the part of a director, employee or officer.

further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is

affiliated with any of our sponsor, officers or directors unless we, or a committee of independent directors, have obtained an

opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that

our initial business combination is fair to our company from a financial point of view.

Furthermore, no finder’s fees, reimbursements,

consulting fee, monies in respect of any payment of a loan or other compensation will be paid by us to our sponsor, officers or

directors or any affiliate of our sponsor, officers or directors prior to, for services rendered to us prior to, or in connection

with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type

of transaction that it is).

However, the following payments will be made to our sponsor, officers or directors, or our or their

affiliates, none of which will be made from the proceeds of our initial public offering held in the trust account prior to the

completion of our initial business combination:

of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses;

to an affiliate of our sponsor of $10,000 per month, for up to 24 months, for office space, utilities and secretarial and

administrative support;

● Reimbursement

for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination;

of non-interest bearing loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers

and directors to finance transaction costs in connection with an intended initial business combination, the terms of which (other

than as described above) have not been determined nor have any written agreements been executed with respect thereto.

Up to $1,500,000

of such loans may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation of our

initial business combination.

The units would be identical to the placement units.

audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their

14 Principal Accountant Fees and Services

following is a summary of fees paid to Marcum LLP (“Marcum”), for services rendered .

Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial

statements and services that are normally provided by Marcum in connection with regulatory filings.

The aggregate fees billed

by Marcum for professional services rendered for the audit of our annual financial statements and other required filings with

the SEC for the year ended December 31, 2020 and for the period from July 1, 2020 (date of inception) to December 31, 2020,

including services in connection with our initial public offering, totaled $31,930 and $40,170 respectively.

The above amounts include

interim review procedures and audit fees, as well as attendance at audit committee meetings.

Audit-Related

Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance

of the audit or review of our financial statements and are not reported under “Audit Fees.”

These services include

attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting

For the year ended December 31, 2020 and for the period from July 1, 2020 (date of inception) to December 31, 2020,

we did not pay Marcum for consultations concerning financial accounting and reporting standards.

We did not pay Marcum for tax planning and tax advice for the year ended December 31, 2020 and for the period from July

1, 2020 (date of inception) to December 31, 2020.

We did not pay Marcum for other services for the year ended December 31, 2020 and for the period from July 1,

2020 (date of inception) to December 31, 2020.

audit committee was formed upon the consummation of our initial public offering.

As a result, the audit committee did not pre-approve

all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our

board of directors.

Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will

pre-approve all auditing services and permitted non-audit services to be performed for us by our independent registered public

accounting firm, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in

the Exchange Act which are approved by the audit committee prior to the completion of the audit).

15 Exhibits, Financial Statement Schedules

following documents are filed as part of this Annual Report:

Financial Statements

hereby file as part of this Annual Report on Form 10-K the exhibits listed in the attached Exhibit Index.

Amended and Restated Certificate of Incorporation.

Warrant Agreement, dated September 17, 2020, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent.

Description of the Company’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.

Letter Agreement, dated September 17, 2020, by and among the Company, its officers, its directors and the Sponsor.

Investment Management Trust Agreement, dated September 17, 2020, by and between the Company and Continental Stock Transfer & Trust Company, as trustee.

Registration Rights Agreement, dated September 17, 2020, by and among the Company and certain security holders.

Administrative Support Agreement, dated September 17, 2020, by and between the Company and Constellation Alpha Holdings LLC.

Unit Subscription Agreement, dated September 17, 2020, by and between the Company and the Sponsor.

Unit Subscription Agreement, dated September 17, 2020, by and between the Company and Oppenheimer & Co.

Unit Subscription Agreement, dated September 17, 2020, by and between the Company and Northland Securities, Inc.

Promissory Note, dated July 20, 2020, issued to AHAC Sponsor LLC (2)

Securities Subscription Agreement, dated July 20, 2020, between the Company and AHAC Sponsor LLC (2)

Code of Ethics (2)

Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).

Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).

Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

Instance Document

Taxonomy Extension Schema

Taxonomy Extension Calculation Linkbase

Taxonomy Extension Definition Linkbase

Taxonomy Extension Label Linkbase

Taxonomy Extension Presentation Linkbase

(1) Incorporated

by reference to the Registrant’s Form 8-K, filed with the Commission on September

(2) Incorporated

by reference to the Registrant’s Amendment No.

1 to Form S-1, filed with the Commission on September 1,

16 Form 10-K Summary

to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this Annual Report on

Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

February 16, 2021

Healthcare Acquisition Corp.

Chief Executive

Officer and Chairman

to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following

persons on behalf of the registrant and in the capacities and on the dates indicated.

Executive Officer and Chairman

February 16, 2021

(Principal Executive Officer)

Financial Officer

February 16, 2021

(Principal Financial and Accounting Officer)

February 16, 2021

Brian Robertson

February 16, 2021

Healthcare Acquisition Corp.

TO FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

BALANCE SHEET DECEMBER 31, 2020

STATEMENT OF OPERATIONS FOR THE PERIOD FROM JULY 1, 2020 (INCEPTION) TO DECEMBER 31, 2020

STATEMENT OF CHANGES IN STOCKHOLDERS’

EQUITY FOR THE PERIOD FROM JULY 1, 2020 (INCEPTION) TO DECEMBER 31, 2020

STATEMENT OF CASH FLOWS FOR THE PERIOD FROM JULY 1, 2020 (INCEPTION) TO DECEMBER 31, 2020

NOTES TO FINANCIAL STATEMENTS

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Shareholders and Board of Directors of

Healthcare Acquisition Corp.

on the Financial Statements

have audited the accompanying balance sheet of Alpha Healthcare Acquisition Corp.

(the “Company”) as of December 31,

2020, the related statements of operations, changes in stockholders’

equity and cash flows for the period from July 1, 2020

(inception) through December 31, 2020, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of

December 31, 2020, and the results of its operations and its cash flows for the year ended December 31, 2020 and for the period

from July 1, 2020 (inception) through December 31, 2020, in conformity with accounting principles generally accepted in the United

States of America.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on

the Company’s financial statements based on our audit.

We are a public accounting firm registered with the Public Company

Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company

in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit

to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial

As part of our audit , we are required to obtain an understanding of internal control over financial reporting

but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to

error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

have served as the Company’s auditor since 2020.

February 16, 2021

HEALTHCARE ACQUISITION CORP.

Prepaid assets

Total current assets

Marketable Securities held in Trust Account

2021 — — 98,159 (9)

Liabilities and Stockholders’

Accounts payable

Franchise tax payable

Due to related party

Promissory note –

related party

Total current liabilities

Deferred underwriters’

discount payable

Total liabilities

Class A common stock subject to possible redemption, 9,416,416 shares at redemption value

Stockholders’

Preferred stock, $0.0001 par value;

1,000,000 shares authorized;

none issued and outstanding

Class A common stock, $0.0001 par value;

100,000,000 shares authorized;

938,584 shares issued and outstanding (excluding 9,416,416 shares subject to possible redemption)

Class B common stock, $0.0001 par value;

10,000,000 shares authorized;

2,500,000 shares issued and outstanding

Additional paid-in capital

Accumulated deficit

Total stockholders’

Total Liabilities and Stockholders’

Chief Executive Officer of AHAC 2020 — — — — —

Heather Prichard

2021 369,554 (11)

accompanying notes to the financial statements.

HEALTHCARE ACQUISITION CORP.

OF OPERATIONS

THE PERIOD FROM JULY 1, 2020 (INCEPTION) TO DECEMBER 31, 2020

Formation and operating costs

Loss from operations

Interest income

Total other income

Weighted average shares outstanding, basic and diluted (1).

Basic and diluted net loss per common share (2).

an aggregate of 9,416,416 shares subject to possible redemption at December 31, 2020.

interest income attributable to shares subject to possible redemption.

accompanying notes to the financial statements.

HEALTHCARE ACQUISITION CORP.

OF CHANGES IN STOCKHOLDERS’

THE PERIOD FROM JULY 1, 2020 (INCEPTION) TO DECEMBER 31, 2020

Stockholders’

Balance as of July 1, 2020 (inception)

Class B common stock issued to Sponsor

Sale of Units in Initial Public Offering

Sale of Private Placement Units

Forfeiture of 375,000 shares by initial stockholders

Underwriting discount

Deferred underwriting discount

Offering costs charged to the stockholders’

Change in Class A common stock subject to possible redemption

— 11,977 (14)

Chief Operating Officer 2020 371,917 80,000 20,006 (13)

2021 583,495 309,254 (18)

Balance as of December 31, 2020

accompanying notes to the financial statements.

HEALTHCARE ACQUISITION CORP.

OF CASH FLOWS

THE PERIOD FROM JULY 1, 2020 (INCEPTION) TO DECEMBER 31, 2020

Cash Flows from Operating Activities:

Adjustments to reconcile net loss to net cash used

in operating activities:

Interest earned on marketable securities held in trust

Changes in current assets and current liabilities:

Prepaid assets

Due to related party

Franchise tax payable

Accounts payable

Net cash used in operating activities

Cash Flows from Investing Activities:

Investment of cash into trust account

— 14,251 (20)

Net cash used in investing activities

Former Chief Surgical Officer 2020 604,816 (17)

75,000 20,006 (19)

Cash Flows from Financing Activities:

Proceeds from Initial Public Offering, net of underwriters’

Proceeds from private placement

Proceeds from issuance of founder shares

Proceeds from issuance of promissory note to related party

Payments of offering costs

Net cash provided by financing activities

Net Change in Cash

Cash - Beginning

Cash - Ending

Supplemental Disclosure of Non-cash Financing Activities:

Initial value of Class A common stock subject to possible redemption

Change in value of Class A common stock subject to possible redemption

Deferred underwriters’

discount payable charged to additional paid-in capital

accompanying notes to the financial statements.

HEALTHCARE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

Organization and Business Operations

Healthcare Acquisition Corp.

(the “Company”) was incorporated as a Delaware corporation on July 1, 2020.

Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization

or similar business combination with one or more businesses (the “Business Combination”).

The Company has not selected

any specific business combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions,

directly or indirectly, with any business combination target.

Company has selected December 31 as its fiscal year end.

of December 31, 2020, the Company had not yet commenced any operations.

All activity through December 31, 2020, relates to the

Company’s formation and the Initial Public Offering (“IPO”) described below.

The Company will not generate any

operating revenues until after the completion of its initial business combination, at the earliest.

The Company will generate

non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO.

registration statement for the Company’s IPO was declared effective on September 17, 2020 (the “Effective Date”).

On September 22, 2020, the Company consummated the IPO of 10,000,000 units (the “Units”

and, with respect to the shares

of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds

of $100,000,000, which is described in Note 3.

Simultaneously

with the closing of the IPO, the Company consummated the sale of 355,000 Units (the “Private Placement Units”) the

Sponsor, Oppenheimer & Co.

(“Oppenheimer”) and Northland Securities, Inc.

(“Northland”) at a

purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $3,550,000, which is described

costs amounted to $4,177,501 consisting of $2,000,000 of underwriting fee, $1,847,788 of deferred underwriting fee and $329,713

of other offering costs.

the closing of the IPO on September 22, 2020, an amount of $100,000,000 from the net proceeds of the sale of the Units in the

IPO and the sale of the Private Placement Units was placed in a trust account (“Trust Account”) which will be invested

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity

of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions

of Rule 2a-7 of the Investment Company Act, as determined by the Company.

Except with respect to interest earned on the funds

held in the trust account that may be released to the Company to pay its tax obligations, the proceeds from the IPO and the sale

of the private placement units will not be released from the trust account until the earliest of (a) the completion of the Company’s

initial business combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote

to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s

public shares if the Company is unable to complete the initial business combination within 24 months from the closing of the IPO,

subject to applicable law.

The proceeds deposited in the trust account could become subject to the claims of the Company’s

creditors, if any, which could have priority over the claims of the Company’s public stockholders.

HEALTHCARE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

Business Combination

Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although

substantially all of the net proceeds are intended to be generally applied toward consummating a business combination.

Company’s business combination must be with one or more target businesses that together have a fair market value equal to

at least 80% of the balance in the Trust Account (as defined below) (net of taxes payable) at the time of the signing an agreement

to enter into a business combination.

However, the Company will only complete a business combination if the post-business combination

company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest

in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

is no assurance that the Company will be able to successfully effect a business combination.

Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion

of the initial business combination either (i) in connection with a stockholder meeting called to approve the initial business

combination or (ii) by means of a tender offer.

The decision as to whether the Company will seek stockholder approval of a proposed

initial business combination or conduct a tender offer will be made by the Company, solely in its discretion.

The stockholders

will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00

per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company

to pay its tax obligations).

shares of common stock subject to redemption is recorded at a redemption value and classified as temporary equity upon the completion

of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities

from Equity.”

In such case, the Company will proceed with a business combination if the Company has net tangible assets

of at least $5,000,001 either immediately prior to or upon consummation of a business combination and, if the Company seeks stockholder

approval, a majority of the issued and outstanding shares voted are voted in favor of the business combination.

Company will have 24 months from the closing of the IPO (with the ability to extend with stockholder approval) to consummate a

business combination (the “Combination Period”).

However, if the Company is unable to complete a business combination

within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds

held in the Trust Account, equal to the aggregate amount then on deposit in the trust account including interest earned on the

funds held in the trust account and not previously released to the Company, divided by the number of then outstanding public shares,

subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate.

Company’s sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder

shares, private placement shares and public shares in connection with the completion of the initial business combination, (ii)

waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to

approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to

liquidating distributions from the trust account with respect to their founder shares and private placement shares if the Company

fails to complete the initial business combination within the Combination Period.

HEALTHCARE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

Company’s sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for

services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a

written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in

the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust

account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of

the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective

target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver

is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain

liabilities, including liabilities under the Securities Act.

However, the Company has not asked its sponsor to reserve for such

indemnification obligations, nor has the Company independently verified whether its sponsor has sufficient funds to satisfy its

indemnity obligations and believe that the Company’s sponsor’s only assets are securities of the Company.

the Company cannot assure that its sponsor would be able to satisfy those obligations.

of December 31, 2020, the Company had cash outside the Trust Account of $1,094,761 available for working capital needs.

All remaining

cash held in the Trust Account are generally unavailable for the Company’s use, prior to an initial business combination,

and is restricted for use either in a Business Combination or to redeem common stock.

As of December 31, 2020, none of the amount

in the Trust Account was available to be withdrawn as described above.

December 31, 2020, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the founder

shares, advances from the Sponsor in an aggregate amount of $95,136 and the remaining net proceeds from the IPO and the sale

of Private Placement Units.

Company anticipates that the $1,094,761 outside of the Trust Account as of December 31, 2020, will be sufficient to allow the

Company to operate for at least the next 12 months from the issuance of the financial statements, assuming that a Business Combination

is not consummated during that time.

Until consummation of its Business Combination, the Company will be using the funds not held

in the Trust Account, and any additional Working Capital Loans (as defined in Note 5) from the initial stockholders, the Company’s

officers and directors, or their respective affiliates (which is described in Note 5), for identifying and evaluating prospective

acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices,

plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective

target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination.

Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business.

However, if the Company’s estimates of the costs of undertaking in-depth due diligence and negotiating business

combination is less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its

business prior to the business combination.

Moreover, the Company will need to raise additional capital through loans from its

Sponsor, officers, directors, or third parties.

None of the Sponsor, officers or directors are under any obligation to advance

funds to, or to invest in, the Company.

If the Company is unable to raise additional capital, it may be required to take additional

measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the

pursuit of its business plan, and reducing overhead expenses.

The Company cannot provide any assurance that new financing will

be available to it on commercially acceptable terms, if at all.

HEALTHCARE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

and Uncertainties

January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new

strain of coronavirus (the “COVID-19 outbreak”).

In March 2020, the WHO classified the COVID-19 outbreak

as a pandemic, based on the rapid increase in exposure globally.

The full impact of the COVID-19 outbreak continues

The impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments,

including the duration and spread of the outbreak and related advisories and restrictions.

These developments and the impact of

the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted.

If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position

may be materially adversely affected.

Additionally, the Company’s ability to complete an initial business combination may

be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak

or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit

the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s

personnel, vendors and service providers to negotiate and consummate an initial business combination in a timely manner.

The Company’s

ability to consummate an initial business combination may also be dependent on the ability to raise additional equity and debt

financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn.

Significant Accounting Policies

of Presentation

accompanying financial statements of the Company is presented in U.S.

dollars in conformity with accounting principles generally

accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S.

and Exchange Commission (“SEC”).

In the opinion of management, all adjustments (consisting of normal recurring adjustments)

have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows.

Growth Company Status

Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act of 1933, as amended, (the

“Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and

it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies

that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation

requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its

periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive

compensation and stockholder approval of any golden parachute payments not previously approved.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial

accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared

effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised

financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and

comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and

it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the

new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s

financial statements with another public company which is neither an emerging growth company nor an emerging growth company which

has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting

standards used.

HEALTHCARE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect

the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial

statements and the reported amounts of expenses during the reporting period.

Actual results could differ from those estimates.

and Cash Equivalents

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

Securities Held in Trust Account

December 31, 2020, the assets held in the Trust Account were substantially held in U.S.

Treasury Bills.

During period July 1,

2020 (Inception) to December 31, 2020, the Company did not withdraw any of interest income from the Trust Account to pay its tax

Company classifies its United States Treasury securities as held-to-maturity in accordance with Financial Accounting Standards

Board (FASB) ASC Topic 320 “Investments - Debt and Equity Securities.”

Held-to-maturity securities are those securities

which the Company has the ability and intent to hold until maturity.

Held-to-maturity treasury securities are recorded at amortized

cost and adjusted for the amortization or accretion of premiums or discounts.

decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an

impairment that reduces the carrying costs to such securities’

The impairment is charged to earnings and a new

cost basis for the security is established.

To determine whether an impairment is other than temporary, the Company considers

whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating

the cost of the investment is recoverable outweighs evidence to the contrary.

Evidence considered in this assessment includes

the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted

performance of the investee, and the general market condition in the geographic area or industry the investee operates in.

and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using

the effective-interest method.

Such amortization and accretion is included in the “interest income”

line item in the

statements of operations.

Interest income is recognized when earned.

Concentration

of Credit Risk

instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,

which, at times, may exceed the Federal Depository Insurance Coverage of $250,000.

At December 31, 2020, the Company has

not experienced losses on this account.

HEALTHCARE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

Stock Subject to Possible Redemption

Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480

“Distinguishing Liabilities from Equity.”

Class A common stock subject to mandatory redemption (if any) are classified

as a liability instrument and are measured at fair value.

Conditionally redeemable common stock (including common stock that feature

redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events

not solely within the Company’s control) are classified as temporary equity.

At all other times, common stock are classified

as stockholders’

The Company’s common stock feature certain redemption rights that are considered to be outside

of the Company’s control and subject to the occurrence of uncertain future events.

Accordingly, as of December 31, 2020,

9,416,416 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity,

outside of the stockholders’

equity section of the Company’s balance sheet.

Loss per Common Stock

loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period.

The Company applies the two-class method in calculating earnings per share.

Shares of common stock subject to possible redemption

at December 31, 2020, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation

of basic net loss per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account

The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement

to purchase an aggregate 5,177,500 shares of common stock in the calculation of diluted loss per share, since the exercise of

the warrants into shares of common stock is contingent upon the occurrence of future events.

As a result, diluted net loss per

common share is the same as basic net loss per common share for the period presented.

is a reconciliation of the net loss per common share:

For the year ended

income attributable to shares subject to possible redemption

Adjusted net loss

Weighted average shares outstanding, basic and diluted (1)

Basic and diluted net loss per common share

(1) Calculated

from date of issuance (July 1, 2020) through December 31, 2020

Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A

- “Expenses of Offering”.

Offering costs consist principally of professional and registration fees incurred through

the balance sheet date that are related to the Public Offering and that were charged to stockholders’

equity upon the completion

Accordingly, on December 31, 2020, offering costs totaling $4,177,501 have been charged to stockholders’

(consisting of $2,000,000 of underwriting fee, $1,847,788 of deferred underwriting fee and $329,713 of other offering costs).

HEALTHCARE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

Value of Financial Instruments

fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting

Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,”

approximates the carrying

amounts represented in the balance sheet.

Value Measurements

value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction

between market participants at the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the

inputs used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for

identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

These tiers include:

defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted

prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are

defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own

assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value

drivers are unobservable.

following table presents information about the Company’s assets that are measured at fair value on a recurring basis at

December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Mutual Funds held in Trust Account

Treasury Securities held in Trust Account

___________________________

(1) The amounts reported here reflect annual cash bonuses for 2021 and 2020 paid under an employee bonus program.

(2) The amounts reported here do not reflect the actual economic value that may be realized by each named executive officer.

In accordance with SEC rules, these amounts represent the grant date fair value of the option awards, calculated in accordance with Accounting Standards Update 2018-07, “Compensation — Stock Compensation (Topic 718).” For additional information regarding the assumptions used in calculating the grant date fair value of the stock options reported in this table, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Estimates — Stock-Based Compensation.”

Niklason was appointed as Humacyte’s President and Chief Executive Officer in November 2020.

Accordingly, her salary for 2020 has been prorated to reflect the portion of the year during which she was employed by Humacyte.

The $75,000 in salary earned by Dr.

Niklason for her services as Humacyte’s President and Chief Executive Officer in 2020 was paid in January 2021.

(4) Reflects an option to purchase 1,312,984 shares of Humacyte common stock, which was granted in January 2021 in connection with Dr.

Niklason’s appointment as Humacyte’s President and Chief Executive Officer.

(5) Reflects an option to purchase 2,625 shares of Humacyte common stock, which was granted in December 2020.

(6) Consists of $15,461 in commuting and related travel expenses and $28,167 for lodging expenses paid by Humacyte, and $2,233 in life insurance premiums paid by Humacyte.

(7) Consists of $4,388 in commuting and related travel expenses and $58,954 for lodging expenses paid by Humacyte.

The all other compensation column for Dr.

Niklason also includes $42,935 in fees earned or paid in cash for her service as a director from January 1, 2020 to the date of her appointment as President and Chief Executive Officer.

For additional information regarding Humacyte’s non-employee director compensation, see “— Director Compensation” below.

Shukla served as the Chief Executive Officer and Chairman of the Board of Directors of AHAC until the closing of the Merger.

Shukla did not receive any compensation in connection with his service as the Chief Executive Officer and Chairman of the Board of Directors of AHAC.

Shukla currently serves as a member of our Board.

(9) Reflects an option to purchase 13,000 shares of Humacyte common stock, which was granted in October 2021 in connection with Mr.

Shukla’s service as a director following the Merger.

For additional information regarding Humacyte’s non-employee director compensation, see “— Director Compensation” below.

(10) Consists of $17,255 in fees earned or paid in cash in connection with Mr.

Shukla’s service as a director following the Merger.

For additional information regarding Humacyte’s non-employee director compensation, see “— Director Compensation” below.

(11) Reflects an increase in Dr.

Prichard’s annual base salary that became effective on February 8, 2021.

(12) Consists of (i) a cash bonus in the amount of $140,905 earned in 2021 and (ii) a cash bonus in the amount of $54,000 for individual performance in 2020 that was contingent and payable upon the closing of the Merger.

(13) Reflects an option to purchase 2,625 shares of Humacyte common stock, which was granted in December 2020.

(14) Consists of $11,600 in matching contributions under Humacyte’s 401(k) plans and $377 in life insurance premiums paid by Humacyte.

(15) Consists of $11,400 in matching contributions under Humacyte’s 401(k) plans and $383 in life insurance premiums paid by Humacyte.

(16) On December 23, 2021, Humacyte and Dr.

Lawson mutually agreed to end Dr.

Lawson’s employment with Humacyte, effective December 31, 2021.

Lawson also resigned from the Board, effective December 31, 2021.

Lawson served as Humacyte’s President and Chief Executive Officer from June 2018 through November 2020 and was appointed as Humacyte’s Chief Surgical Officer in November 2020 in connection with Dr.

Niklason’s assumption of the role of President and Chief Executive Officer.

Accordingly, his 2020 salary reflects (i) the compensation he earned as President and Chief Executive Officer, which reflects an increase in his annual base salary that became effective on January 27, 2020 and the compensation he earned as Chief Surgical Officer from the date of such appointment through December 31, 2020.

(18) Consists of (i) a cash bonus in the amount of $221,729 earned in 2021 and (ii) a cash bonus in the amount of $87,525 for individual performance in 2020 that was contingent and payable upon the closing of the Merger.

(19) Reflects an option to purchase 2,625 shares of Humacyte common stock, which was granted in December 2020.

(20) Consists of $11,600 in matching contributions under Humacyte’s 401(k) plans, $2,580 in life insurance premiums paid by Humacyte and $71 for a gift card and related tax gross up payment given for a tenure milestone.

(21) Consists of $11,400 in matching contributions under Humacyte’s 401(k) plans and $2,679 in life insurance premiums paid by Humacyte.

Narrative to Summary Compensation Table

Base Salaries

Niklason’s annual base salary for 2021 was $500,000.

In connection with Dr.

Niklason’s appointment as Humacyte’s President and Chief Executive Officer, her annual base salary of $500,000 in 2020 was prorated for the portion of the year in which she served in those positions and paid in January 2021.

The All Other Compensation column in the Summary Compensation Table above also includes $42,935 in fees earned or paid in cash for Dr.

Niklason’s service as a director from January 1, 2020 to the date of her appointment as President and Chief Executive Officer.

Shukla did not receive any compensation in connection with his service as the Chief Executive Officer and Chairman of the Board of Directors of AHAC.

The option awards and all other compensation columns in the Summary Compensation Table above include an option to purchase 13,000 shares of Humacyte common stock and $17,255 in fees earned or paid in cash for Mr.

Shukla’s service as a director following the closing of the Merger.

Prichard’s annual base salary for 2021 was $370,800, which reflects an increase in annual base salary that became effective on February 8, 2021.

Prichard’s annual base salary for 2020 was $360,000.

Lawson’s annual base salary for 2021 was $583,495.

Lawson’s annual base salary for 2020 was $583,495, which reflects an increase in annual base salary that became effective on January 27, 2020.

In 2021, Drs.

Niklason, Prichard and Lawson earned cash bonuses as part of an employee bonus program.

In addition, the Company awarded bonuses for individual performance during 2020 that were payable upon the closing of the Merger to Drs.

Lawson and Prichard.

In 2020, Drs.

Prichard and Lawson earned cash bonuses as part of an employee bonus program.

Niklason did not assume the role of President and Chief Executive Officer until November 2020, she was not awarded a bonus for 2020.

Equity Compensation

Although Humacyte does not have a formal policy with respect to the grant of equity incentive awards to its executive officers, or any formal equity ownership guidelines applicable to them, Humacyte generally uses stock options to compensate its executive officers in the form of initial grants in connection with the commencement of employment and also at various other times during their employment.

Accordingly, the Board, upon the recommendation of its compensation committee, periodically reviews the equity incentive compensation of the executive officers and from time to time has granted equity incentive awards to them in the form of incentive stock options.

The details of equity grants made to Humacyte’s named executive officers in 2021 are outlined below in “— Outstanding Equity Awards as of December 31, 2021.”

The option award granted to Dr.

Niklason in 2021 vests in equal annual installments on each of the first three anniversaries of November 9, 2020, subject to acceleration upon a corporate transaction (as defined in Humacyte’s 2015 Omnibus Incentive Plan, as amended (the “2015 Plan”)).

For additional information regarding the option award granted to Mr.

Shukla in connection with his service as a director following the Merger, see “— Director Compensation” below.

The option awards granted to Humacyte’s named executive officers in 2020 vest as follows:

(i) one-fifth on the first anniversary of the vesting commencement date, (ii) two-fifths in equal installments over a period of 24 months commencing on the first anniversary of the vesting commencement date, (iii) one-fifth upon the submission of a BLA, and (iv) one-fifth upon FDA approval of one of Humacyte’s product candidates.

In the event of a corporate transaction, which is defined in the 2015 Plan, to include certain change in control transactions, Dr.

Niklason’s and Dr.

Lawson’s option grants will vest automatically.

With respect to Dr.

Prichard’s option awards, in the event of a corporate transaction, where the surviving entity assumes or replaces an option award and an involuntary termination (as such term is defined in the 2015 Plan or Humacyte’s 2005 Stock Option Plan, as amended (the “2005 Plan”)), as applicable, each of which is described below) of the executive officer’s employment occurs within the period commencing 30 days prior to the effective date of the corporate transaction and ending 12 months following the effective date of such corporate transaction, the option award will vest in full on the date of such involuntary termination.

Vesting rights otherwise cease upon termination of employment and exercise rights cease shortly after termination of employment, except that exercisability is extended in the case of death or disability.

Both vesting and exercise rights cease immediately upon a termination of employment for cause, as defined in the 2015 Plan.

Executive Employment Agreements and Other Arrangements

Humacyte has entered into employment agreements with each of its named executive officers, other than Mr.

Shukla, who did not receive any compensation in connection with his service as the Chief Executive Officer of AHAC.

These agreements generally set forth the terms and conditions of employment, including base salary, bonus opportunities, initial awards of equity incentive compensation and standard employee benefit plan participation.

The agreements also contain provisions that provide for certain payments upon termination of employment without cause or resignation for good reason, as such terms are defined in the relevant employment agreement.

In the event that any provision of the employment agreements would cause Humacyte’s named executive officers to incur additional tax or interest under Section 409A of the Code, Humacyte has agreed, upon the request of the named executive officer, to use reasonable business efforts to reform in good faith the provision to comply with Section 409A.

Humacyte entered into an employment agreement with Laura E.

Niklason, which became effective as of November 9, 2020, which provides for her at-will employment as Humacyte’s President and Chief Executive Officer.

Niklason’s employment agreement provides for an initial annual base salary of $500,000, which will be reviewed by the Board from time to time but may not be reduced except in connection with a uniform reduction of the salaries of all similarly situated executive officers.

The amount of any such reduction in Dr.

Niklason’s salary may not exceed 10% of her then-current base salary.

Niklason is also eligible to receive an annual incentive bonus of up to 50% of her then-current base salary.

The amount of any bonus will be established annually based on objectives determined by Humacyte and Dr.

Niklason, and awarded in the sole discretion of the Board.

In general, except in the event that Dr.

Niklason’s employment is terminated without cause or she resigns for good reason, Dr.

Niklason must remain employed on the date any annual incentive bonus is paid in order to receive such bonus.

Under the terms of her employment agreement, Humacyte awarded Dr.

Niklason an additional stock option award in January 2021 entitling her to purchase 1,312,984 shares of Humacyte’s common stock, one-third of which have vested as of the date of this Annual Report on Form 10-K.

This stock option vests in equal annual installments on each of the first three anniversaries of November 9, 2020, subject to acceleration upon a corporate transaction (as defined in the 2015 Plan).

Humacyte has also agreed to reimburse Dr.

Niklason for the cost of an apartment and living expenses in Durham, North Carolina near the company’s headquarters in an amount not to exceed $60,000 annually.

In the event that Dr.

Niklason’s employment is terminated without cause or she resigns for good reason, including Humacyte’s material breach of Dr.

Niklason’s employment agreement or an uncured material adverse change in Dr.

Niklason’s compensation, as each such term is defined in her employment agreement, Humacyte will be obligated to pay her (i) an amount equal to 12 months of her then-current base salary (payable in substantially equal installments on the same payroll schedule applicable to her immediately prior to the termination of her employment);

(ii) a pro rata portion, calculated per diem, of her bonus for the then-current fiscal year (as well as any accrued, earned and unpaid bonus from the preceding fiscal year);

and (iii) reimbursement for the cost to Dr.

Niklason to continue her and her family’s health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for a period of 12 months.

Each of the severance payments described above is subject to Dr.

Niklason’s timely execution of a general release of potential claims against Humacyte and her compliance with her non-competition agreement.

Heather Prichard

On September 13, 2019, Humacyte entered into an employment agreement with Heather Prichard, which provides for her at-will employment as Humacyte’s Chief Operating Officer.

Prichard’s employment agreement provided for an initial annual base salary of $300,000, to be reviewed by Humacyte from time to time.

Prichard is also eligible for consideration to receive an annual incentive bonus.

The amount of any bonus will be established annually based on objectives determined by Humacyte and Dr.

Prichard, and awarded in the sole discretion of the Board.

In general, except in the event that Dr.

Prichard’s employment is terminated without cause or she resigns for good reason, Dr.

Prichard must remain employed on the date any annual incentive bonus is paid in order to receive such bonus.

In the event that Dr.

Prichard’s employment is terminated without cause or she resigns for good reason, including Humacyte’s material breach of Dr.

Prichard’s employment agreement or an uncured material adverse change in Dr.

Prichard’s compensation, as each such term is defined in her employment agreement, Humacyte will be obligated to pay her (i) an amount equal to six months of her then-current base salary (payable in substantially equal installments on the same payroll schedule applicable to her immediately prior to the termination of her employment) and (ii) a pro rata portion, calculated per diem, of her bonus for the then-current fiscal year (as well as any accrued, earned and unpaid bonus from the preceding fiscal year).

Each of the severance payments described above is subject to Dr.

Prichard’s timely execution of a general release of potential claims against Humacyte and her compliance with her non-competition agreement.

On June 19, 2018, Humacyte entered into an employment agreement with Jeffrey H.

Lawson, which provided for his at-will employment.

Lawson’s employment agreement was subsequently amended, effective November 9, 2020, to reflect his transition to the role of Chief Surgical Officer.

On December 23, 2021, the Company and Dr.

Lawson mutually agreed to end Dr.

Lawson’s employment with the Company, effective December 31, 2021 (the “Separation Date”).

Lawson also resigned from the Board, effective as of the Separation Date.

Further details regarding the terms and conditions of Dr.

Lawson’s separation from Humacyte are outlined below in “— Separation and Release Agreement with Dr.

Lawson’s employment agreement provided for an initial annual base salary of $550,000, to be reviewed by the Board from time to time but that could not be reduced except in connection with a uniform reduction of the salaries of all similarly situated executive officers.

The amount of any such reduction in Dr.

Lawson’s salary could not exceed 10% of his then-current base salary.

Lawson was also eligible to receive an annual incentive bonus of up to 50% of his then-current base salary.

The amount of any bonus would be established annually based on objectives determined by Humacyte and Dr.

Lawson, and awarded in the sole discretion of the Board.

In general, except in the event that Dr.

Lawson’s employment was terminated without cause or he resigned for good reason, Dr.

Lawson must have remained employed on the date any annual incentive bonus is paid in order to receive such bonus.

Under the terms of his employment agreement, Humacyte awarded Dr.

Lawson an initial stock option award entitling him to purchase 1,194,815 shares of Humacyte’s common stock, which award has vested in full as of the date of this Annual Report on Form 10-K.

The details of this and other historical equity grants made to Dr.

Lawson are outlined below in “— Outstanding Equity Awards as of December 31, 2021.”

Separation and Release Agreement with Dr.

On December 23, 2021, the Company and Dr.

Lawson mutually agreed to end Dr.

Lawson’s employment with the Company, effective on the Separation Date.

Lawson also resigned from the Board, effective as of the Separation Date.

Pursuant to an executive separation and release agreement (the “Separation Agreement”) between the Company and Dr.

Lawson is eligible to receive the following severance benefits:

(i) an amount equal to 12 months of his 2021 base salary (payable in substantially equal installments on the same payroll schedule applicable to him immediately prior to the Separation Date);

(ii) a bonus payment equal to approximately $221,730;

and (iii) reimbursement for the cost to Dr.

Lawson to continue his and his family’s health insurance under COBRA for a period of up to 12 months.

In addition, the Separation Agreement provides that the exercise period for any stock options held by Dr.

Lawson that are vested through the Separation Date will be extended through November 26, 2022.

The Separation Agreement includes a customary release of claims by Dr.

Lawson in favor of the Company.

Changes to Named Executive Officer Compensation in Connection with the Merger

Humacyte has historically granted stock options with exercise prices that are equal to the fair market value of its common stock on the date of grant as determined by the Board.

The exercise price of all stock options granted after the closing of the Merger are equal to the fair market value of shares of Humacyte common stock on the date of grant.

Outstanding Equity Awards as of December 31, 2021

The following table provides information regarding outstanding stock options held by Humacyte’s named executive officers as of December 31, 2021.

All awards in the table below that were granted prior to July 2015 were granted under the 2005 Plan, awards granted subsequent to such date but prior to the closing of the Merger were granted under the 2015 Plan and awards granted following the Merger were granted under the Humacyte, Inc.

2021 Long-Term Incentive Plan (the “2021 Plan”), each as described in more detail under “— Equity Incentive and Other Compensation Plans” below.

Name Grant date Number of

unexercised options (#)

exercisable (1)

unexercised options (#)

unexercisable

11/22/2013 262,596 — 1.19 11/22/2023

some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.

In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest

level input that is significant to the fair value measurement.

HEALTHCARE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”).

ASC 740 requires the recognition of deferred

tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets

and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally

requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets

will not be realized.

740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and

prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position

taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not

to be sustained upon examination by taxing authorities.

ASC 740 also provides guidance on derecognition, classification, interest

and penalties, accounting in interim period, disclosure and transition.

Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized

tax benefits and no amounts accrued for interest and penalties as of December 31, 2020.

The Company is currently not aware of

any issues under review that could result in significant payments, accruals or material deviation from its position.

Company has identified the United States as its only “major”

tax jurisdiction.

Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes.

These potential

examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions

and compliance with federal and state tax laws.

The Company’s management does not expect that the total amount of unrecognized

tax benefits will materially change over the next twelve months.

Accounting Standards

does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material

effect on the Company’s financial statements.

Initial Public Offering

to the IPO on September 22, 2020, the Company sold 10,000,000 Units, at a purchase price of $10.00 per Unit.

Each unit that the

Company is offering has a price of $10.00 and consists of one share of Class A common stock and one-half of one redeemable warrant.

Only whole warrants are exercisable.

Each whole warrant entitles the holder to purchase one share of Class A common stock at a

price of $11.50 per share (see Note 7).

HEALTHCARE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

Private Placement

Simultaneously

with the closing of the IPO, the Company consummated the Private Placement with the Company’s Sponsor, AHAC Sponsor LLC,

Oppenheimer, the representative of the underwriters, who is referred to as the representative, and Northland purchased an aggregate

of 355,000 placement units at a price of $10.00 per unit, for an aggregate purchase price of $3,550,000.

Each placement unit is

identical to the units sold in the IPO.

private placement warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the sponsor,

the representative, Northland or their permitted transferees.

If the private placement warrants are held by holders other than

the sponsor, the representative, Northland or their permitted transferees, the private placement warrants will be redeemable by

the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in the IPO.

for as long as the private placement warrants are held by the representative, Northland or their designees or affiliates, they

may not be exercised after five years from the effective date of the registration statement.

Company’s sponsor, the representative and Northland have agreed to (i) waive their redemption rights with respect to their

private placement shares in connection with the completion of the Company’s initial business combination, (ii) waive their

redemption rights with respect to their private placement shares in connection with a stockholder vote to approve an amendment

to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s

obligation to redeem 100% of its public shares if the Company does not complete its initial business combination within 24 months

from the closing of the IPO or (B) with respect to any other provision relating to stockholders’

rights or pre-initial business

combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to their private

placement shares if the Company fails to complete its initial business combination within 24 months from the closing of the IPO.

In addition, the Company’s Sponsor, officers and directors have agreed to vote any founder shares or private placement shares

held by them in favor of the Company’s initial business combination.

Related Party Transactions

July 20, 2020, the Company issued 2,875,000 shares of Class B common stock to its initial stockholder, AHAC Sponsor, LLC for $25,000,

or approximately $0.01 per share.

The founder shares include an aggregate of up to 375,000 shares subject to forfeiture if the

over-allotment option is not exercised by the underwriters in full.

The over-allotment option was not exercised by the underwriters

during the 45-day option period;

thus, 375,000 shares were forfeited accordingly as of November 1, 2020.

As of December 31, 2020,

2,500,000 shares of common stock (the “Founder Shares”) are issued and outstanding.

Related Party

July 1, 2020, the Company issued an unsecured promissory note to the sponsor, pursuant to which the Company may borrow up to an

aggregate principal amount of $300,000 to be used for a portion of the expenses of the IPO.

This loan is non-interest bearing,

unsecured, and due on the earlier of (a) March 31, 2021 or (b) the date on which the Company completes the IPO.

The loan will

be repaid out of the offering proceeds not held in the Trust Account.

As of December 31, 2020, the Company had $95,136 in borrowings

outstanding under the promissory note.

The note was paid in full in January 2021.

HEALTHCARE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

Administrative

Company has agreed, commencing on the effective date of the prospectus, to pay an affiliate of the Company’s sponsor a monthly

fee of an aggregate of $10,000 for general and administrative services including office space, utilities and secretarial and administrative

This arrangement will terminate upon completion of a business combination or the liquidation of the Company.

period July 1, 2020 (inception) through December 31, 2020, the Company has accrued $34,334 of administrative fees as a due to

related party payable.

addition, in order to finance transactions costs in connection with a business combination, the sponsor, or certain of the Company’s

officers, directors, or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working

Capital Loans”).

If the Company completes a business combination, the Company would repay the Working Capital Loans out

of the proceeds of the Trust Account released to the Company.

Otherwise, the Working Capital Loans would be repaid only out of

funds held outside the Trust Account.

In the event that a business combination does not close, the Company may use a portion of

proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be

used to repay the Working Capital Loans.

Except for the foregoing, the terms of such Working Capital Loans, if any, have not been

determined and no written agreements exist with respect to such loans.

The Working Capital Loans would either be repaid upon consummation

of a business combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans

may be converted into units of the post business combination entity at a price of $10.00 per unit.

Commitments & Contingencies

holders of the founder shares, placement units (including securities contained therein) and units (including securities contained

therein) that may be issued upon conversion of working capital loans, and any shares of Class A common stock issuable upon

the exercise of the placement warrants and any shares of Class A common stock and warrants (and underlying Class A common stock)

that may be issued upon conversion of the units issued as part of the working capital loans and Class A common stock issuable

upon conversion of the founder shares, will be entitled to registration rights pursuant to a registration rights agreement to

be signed prior to September 22, 2020 the effective date of the IPO, requiring us to register such securities for resale (in the

case of the founder shares, only after conversion to our Class A common stock).

The holders of the majority of these securities

are entitled to make up to three demands, excluding short form demands, that the Company registers such securities.

the holders have certain “piggy-back”

registration rights with respect to registration statements filed subsequent

to the completion of an initial business combination and rights to require us to register for resale such securities pursuant

to Rule 415 under the Securities Act.

The registration rights agreement does not contain liquidated damages or other cash settlement

provisions resulting from delays in registering our securities.

The Company will bear the expenses incurred in connection with

the filing of any such registration statements.

Notwithstanding the foregoing, the representative and Northland may not exercise

their demand and “piggyback”

registration rights after five (5) and seven (7) years after the effective date of the

registration statement and may not exercise their demand rights on more than one occasion.

The Company will bear the expenses

incurred in connection with the filing of any such registration statements.

HEALTHCARE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

September 22, 2020, the underwriters were paid an underwriting discount of two percent (2.0%) of the gross proceeds of the IPO,

or $2,000,000.

addition, the underwriters are entitled to a deferred underwriting fee of three and a half percent (3.5%) of the gross proceeds

of the IPO upon the completion of the Company’s initial business combination.

The underwriters have agreed that up to 1%

of the deferred underwriting fee may be re-directed to other Financial Industry Regulatory Authority (FINRA) member firms that

have provided services in connection with the identification and consummation of a business combination, in the sole discretion

of the Company;

09/01/2015 13,129 — 2.56 09/01/2025

03/09/2016 157,558 — 2.56 03/09/2026

09/14/2016 262,596 — 3.44 09/14/2026

04/12/2018 131,298 — 6.54 04/12/2028

12/14/2020 525 2,100 10.28 12/14/2030

01/14/2021 437,660 875,324 10.28 01/14/2031

Rajiv Shukla (2)

10/13/2021 — 13,000 10.03 10/13/2031

Heather Prichard

12/14/2012 6,564 — 1.15 12/14/2022

11/22/2013 78,779 — 1.19 11/22/2023

12/11/2015 78,779 — 2.56 12/11/2025

04/12/2018 157,557 — 6.54 04/12/2028

12/14/2020 525 2,100 10.28 12/14/2030

12/11/2015 90,595 — 2.56 12/11/2025 (3)

12/15/2016 65,648 — 3.44 12/15/2026 (3)

04/12/2018 118,168 — 6.54 04/12/2028 (3)

06/28/2018 1,194,815 — 8.48 06/28/2028 (3)

12/14/2020 525 — 10.28 12/14/2030 (3)(4)

___________________________

(1) All options granted to Humacyte’s named executive officers (other than Mr.

Shukla) that are reported in this table vest annually in three equal installments commencing on the first anniversary of the applicable vesting commencement date, except for the options granted on December 14, 2020, which vest as follows:

of a BLA and (iv) one-fifth upon FDA approval of one of Humacyte’s product candidates.

The vesting commencement date for each option award is the same as the applicable grant date, except that (i) the vesting commencement date for the option award granted to Dr.

Lawson on December 11, 2015 is October 1, 2015 and (ii) the vesting commencement date for the option award granted to Dr.

Niklason on January 14, 2021 is November 9, 2020.

The vesting of the options may be accelerated in connection with certain corporate transactions, which generally include certain change in control transactions and are more fully described in the applicable incentive plan.

(2) Reflects an option to purchase 13,000 shares of Humacyte common stock, which was granted in October 2021 in connection with Mr.

Shukla’s service as a director following the Merger.

This option vests on the following schedule:

(i) one-fourth on the first anniversary of the vesting commencement date and (ii) 1/36 on the 13th of each month thereafter through October 13, 2025.

For additional information regarding Humacyte’s non-employee director compensation, see “— Director Compensation” below.

(3) In connection with Dr.

Lawson’s severance arrangements, Dr.

Lawson received an extension of time until November 26, 2022 to exercise his outstanding options that were vested as of the Separation Date.

(4) Awards that were unvested as of the Separation Date were forfeited.

Equity Incentive and Other Compensation Plans

The Humacyte, Inc.

Annual Bonus Plan (the “Bonus Plan”) became effective upon the completion of the Merger.

The Bonus Plan is administered by the compensation committee and will remain in effect until terminated by the Board.

The Bonus Plan allows the compensation committee to grant cash incentive awards to eligible employees, including the named executive officers.

Awards may, but need not, be subject to performance goals established by the compensation committee in its sole discretion, and such performance goals may be on the basis of any factors the compensation committee determines relevant, and may be on an individual, divisional, business unit, segment or company-wide basis.

The performance goals may differ from participant to participant and from award to award.

The compensation committee will have sole discretion to determine the extent to which performance goals have been satisfied and the actual award payout based on such performance.

The compensation committee may, in its sole discretion and at any time, increase, reduce or eliminate a participant’s actual award payout.

The actual award payout may be below, at or above a participant’s target award, in the compensation committee’s discretion.

The compensation committee may determine the amount of any increase, reduction or elimination on the basis of such factors as it deems relevant, and is not required to establish any allocation or weighting with respect to the factors it considers.

Actual award payouts will be made in a cash lump sum as soon as practicable after the end of the particular performance period, but in no event later than March 15 of the calendar year immediately following the calendar year in which the applicable performance period ends.

Participants will generally be required to remain continuously employed through the payment date in order to receive their actual award payout, unless otherwise determined by the compensation committee.

The Board has the authority to amend, suspend or terminate the Bonus Plan at any time and for any reason, provided that such change may not materially and adversely affect a participant’s rights with respect to any earned bonus that has been paid.

The compensation committee and the Board have the authority to amend or terminate any target award granted under the Bonus Plan at any time and for any reason.

The 2021 Plan became effective as of the consummation of the Merger.

Humacyte is authorized to grant equity and cash incentive awards to eligible service providers under the 2021 Plan.

The 2021 Plan replaced the 2015 Plan on the date the 2021 Plan became effective, except that any awards previously granted under the 2015 Plan remained in effect pursuant to their original terms (other than with respect to the adjustment required under the Merger Agreement to reflect the Merger).

No additional awards may be granted under the 2015 Plan.

Authorized Shares

We initially reserved a pool of shares of common stock for issuance under the 2021 Plan equal to 7,725,253 shares.

Such aggregate number of shares will automatically increase on January 1 of each year commencing on January 1, 2022, in an amount equal to 5% of the total number of shares of our capital stock outstanding on December 31 of the preceding year, unless the Board acts prior to January 1 of a given year to provide that the increase for such year will be a lesser number.

In December 2021, the Board determined not to increase the number of shares of common stock

available for grant under the 2021 Plan.

Subject to the maximum aggregate number of shares that may be issued pursuant to all awards (the “Share Reserve”), the maximum aggregate number of shares which may be issued pursuant to the exercise of incentive stock options (“ISOs”) is 700,000,000 shares (the “ISO Limit”).

The purpose of the ISO Limit is to comply with section 422 of the Code so that the 2021 Plan does not reach the ISO Limit before the Share Reserve by reason of shares being added back to the 2021 Plan as described below.

Shares issued under the 2021 Plan will include authorized but unissued or reacquired shares of common stock.

Any shares of common stock underlying any awards that are (i) forfeited, cancelled, or reacquired by Humacyte prior to vesting, (ii) that expire, (iii) that are paid out in cash rather than shares, (iv) are tendered or withheld in payment of an award exercise or purchase price, (v) are tendered or withheld in satisfaction of tax withholding obligations with respect to an award or (vi) are not issued upon net settlement of a stock appreciation, will be added back to the shares of common stock available for issuance.

The shares underlying any award granted under the 2015 Plan that are forfeited, cancelled or reacquired by Humacyte prior to vesting, that expire or that are paid out in cash rather than shares will become available for grant and issuance under the 2021 Plan.

Any shares that are added back to the 2021 Plan for any reason may not be issued pursuant to ISOs.

Shares underlying any substitute awards that Humacyte grants to employees, directors or consultants of a business that is acquired by Humacyte will not count against the number of shares reserved for issuance under the 2021 Plan.

Plan Administration

The Board administers the 2021 Plan and is authorized to delegate any or all of its powers under the 2021 Plan to one or more committees.

The Board or the committee administering the 2021 Plan is referred to herein as the “administrator.” The Board is permitted to delegate to one or more officers the power to grant awards to its employees and officers, subject to certain limitations.

Under the 2021 Plan, the administrator has the authority to award nonstatutory stock options and ISOs, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), unrestricted stock, performance awards and other forms of awards.

All awards will be granted pursuant to an award agreement.

Awards other than ISOs can be granted to employees, directors and consultants, but ISOs can only be granted to employees.

The administrator has the authority to set the terms of all awards.

In particular, the administrator is authorized to determine the service-based or performance-based vesting criteria applicable to awards granted under the 2021 Plan, as set out in the award agreement.

The award agreement will also specify any circumstances under which awards may be forfeited.

The value of all awards awarded under the 2021 Plan and all other cash compensation paid by Humacyte to any non-employee director on the Board in any calendar year for service as a non-employee director shall not exceed $750,000, or $1,000,000 for the calendar year in which the applicable non-employee director is initially elected or appointed to the Board.

Options and SARs.

With respect to options and SARs, the administrator will determine the exercise price applicable thereto within the terms and conditions of the plan, provided that the exercise price per share subject to an option or SAR cannot be less than 100% of the fair market value of our common stock on the date of grant (however, an option may be granted with an exercise price lower than 100% of the fair market value on the date of grant of such award if such award is granted as a substitution for an option or SAR in accordance with the provisions and requirements of Section 409A and, if applicable, 424 of the Code).

The administrator also has authority to determine the term of stock options and SARs granted under the 2021 Plan, up to a maximum of 10 years.

The administrator may, but is not required to, permit a grantee to exercise any part or all of his or her stock options prior to full vesting.

Except as otherwise provided in an award agreement, if an optionholder terminates employment or service for any reason other than disability, death or cause, the optionholder may generally exercise any vested options for a period of three months following the cessation of service.

If an optionholder’s employment or service relationship ceases due to disability or death, or an optionholder dies within a

certain period following cessation of service, the optionholder or a beneficiary may generally exercise any vested options for a period of 12 months.

Options generally terminate immediately upon the termination of an optionholder’s employment or service for cause.

In no event may an option be exercised beyond the expiration of its term.

Payment for shares issued upon the exercise of a stock option may be made either by certified or bank check, or such other means as the administrator may accept.

Subject to the approval of the administrator, options may be exercised pursuant to such cashless exercise procedures as may be approved and implemented by the administrator from time to time, including pursuant to broker-assisted exercise transactions and/or net exercise procedures.

The 2021 Plan does not permit the repricing of options or SARs without shareholder approval.

Tax Limitations on ISOs .

The aggregate fair market value, determined at the time of grant, of shares of our common stock with respect to ISOs that are exercisable for the first time by an optionholder during any calendar year under all stock plans maintained by Humacyte may not exceed $100,000.

Options or portions thereof that exceed such limit will generally be treated as nonstatutory stock options.

No ISO may be granted to any person who, at the time of the grant, owns or is deemed to own stock possessing more than 10% of Humacyte’s total combined voting power or that of any of Humacyte’s affiliates unless (1) the option exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant, and (2) the option is not exercisable after the expiration of five years from the date of grant.

Restricted Stock.

Except as otherwise provided in an award agreement, if a grantee of restricted stock terminates employment or service during the applicable restriction period, Humacyte has the right to repurchase all or part of the shares of restricted stock still subject to restriction from the grantee at the issue price or at another stated or formula price (or to require forfeiture if such shares were issued at no cost).

Additionally, unless otherwise determined by the administrator, grantees of restricted stock are entitled to receive all dividends and other distributions paid with respect to their shares of restricted stock, subject to such terms and conditions as the administrator may determine.

Restricted Stock Units.

An RSU may be settled in any form specified by the administrator in the restricted stock agreement, including but not limited to delivery of stock, cash, or a combination of cash and stock as deemed appropriate by the administrator .

The administrator may, but need not, provide that grantees of RSUs will be paid or will accrue dividend equivalent payments on each date that dividends are paid with respect to Humacyte common stock prior to the settlement of their RSUs, subject to such terms and conditions as the administrator may determine.

The treatment of any dividends or dividend equivalents shall be set forth in the RSU agreement at the time the award is granted.

Performance Awards .

The 2021 Plan permits the grant of performance-based stock and cash awards that may vest or become earned and paid contingent upon the attainment of performance goals during a designated performance period, as determined by the administrator and set forth in the applicable award agreement.

Performance goals may be based on a company-wide basis, with respect to one or more business units, divisions, subsidiaries, or business segments, and in either absolute terms or relative to the performance of one or more comparable companies or the performance of one or more relevant indices, and may be based on financial performance, achievement of strategic objectives, or any other organizational goals, all as determined by the administrator.

Unless specified otherwise (i) in the award agreement at the time the award is granted or (ii) in such other document setting forth the performance goals at the time the goals are established, the Board will appropriately make adjustments in the method of calculating the attainment of performance goals for a designated performance period as follows:

(1) to exclude restructuring and/or other nonrecurring charges;

(2) to exclude exchange rate effects;

(3) to exclude the effects of changes to generally accepted accounting principles;

(4) to exclude the effects of any statutory adjustments to corporate tax rates;

(5) to exclude the effects of items that are “unusual” in nature or occur “infrequently” as determined under generally accepted accounting principles;

(6) to exclude the dilutive effects of acquisitions or joint ventures;

(7) to assume that any business divested by Humacyte achieved performance objectives at targeted levels during the balance of a performance period following such divestiture;

(8) to exclude the effect of any change in the outstanding shares of common stock of Humacyte by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change, or any distributions to common stockholders other than regular cash dividends;

(9) to exclude the effects of stock based compensation and the award of bonuses under Humacyte’s bonus plans;

(10) to exclude costs incurred in connection with potential acquisitions or divestitures that are required to expense under generally accepted accounting principles;

and (11) to exclude the goodwill and intangible asset impairment charges that are required to be recorded under generally accepted accounting principles.

In addition, the Board retains the discretion to reduce or eliminate the compensation or economic benefit due upon attainment of performance goals and to define the manner of calculating the performance criteria it selects to use for such performance period.

Partial achievement of the specified criteria may result in the payment or vesting corresponding to the degree of achievement as specified in the award agreement or the written terms of a performance award.

Other Awards .

The Board may issue other forms of awards, which may, but are not required to be, valued in whole or in part by reference to, or otherwise based on, Humacyte common stock, including the appreciation in value thereof (e.g., options or stock rights with an exercise price or strike price less than 100% of the fair market value at the time of grant) may also be granted.

The Board will have sole and complete discretion to determine the persons to whom and the time or times at which such other awards will be granted, the number of shares of Humacyte (or the cash equivalent thereof) to be granted and all other terms and conditions of such other awards.

Under the 2021 Plan, awards generally are not transferable other than by will or the laws of descent and distribution, unless otherwise provided by the administrator.

A grantee must satisfy all applicable federal, state, and local or other income and employment tax withholding obligations before Humacyte will deliver stock certificates (or other consideration payable pursuant to the award) or otherwise recognize ownership of shares under an award.

Corporate Transactions and Recapitalizations

In the event of a corporate transaction (as defined in the 2021 Plan), each outstanding award will be treated as the administrator determines.

The administrator has the right to (1) accelerate the vesting of any or all outstanding stock options and SARs, in whole or in part;

(2) make non-forfeitable any or all outstanding restricted stock or RSUs, in whole or in part;

or (3) cancel or redeem awards in exchange for cash or another form of consideration, including substitute awards in respect of the capital stock of a successor corporation, all subject to any limitations imposed by applicable law and provided that, if the fair market value of common stock on the date of the corporate transaction does not exceed the exercise price of any option or SAR, the administrator may cancel that option or SAR without any payment of consideration.

The administrator is not obligated to treat all stock awards or portions of stock awards in the same manner and is not obligated to take the same actions with respect to all participants.

In the event a successor or acquiring corporation (if any) refuses to assume, convert, replace or substitute awards pursuant to a corporate transaction, such awards shall have their vesting accelerate as to all shares subject to such awards (and any applicable right of repurchase fully lapse) immediately prior to the corporate transaction.

In addition, in the event a successor or acquiring corporation (if any) refuses to assume, convert, replace or substitute awards pursuant to a corporate transaction, the administrator will notify the grantee that such award will be exercisable for a period of time determined by the committee in its sole discretion, and such award will terminate upon the expiration of such period.

Except as otherwise provided in an award agreement, in the event a successor or acquiring corporation (if any) assumes or replaces an option pursuant to a corporate transaction, and there is an involuntary termination (as defined in the award agreement) of the optionholder’s employment within the 30 days prior to the effective date of the corporate transaction or 12 months following such effective date, such option will vest in full.

Separately, in the event of a stock split or other change in the capital structure of Humacyte without the company’s receipt of consideration, the 2021 Plan provides for appropriate adjustments, as applicable, to the maximum number and class of shares reserved for issuance under the 2021 Plan, the ISO limit, and the class and number of shares and exercise price or purchase price of outstanding awards under the 2021 Plan.

Plan Amendment or Termination

The Board has the authority to amend, suspend, or terminate the 2021 Plan, although certain material amendments require the approval of the company’s stockholders, and amendments that would adversely affect the rights of any participant require the consent of that participant.

In no event will any amendment increase the maximum number of shares of common stock with respect to which awards may be granted under the 2021 Plan without stockholder approval.

No awards are permitted to be granted after August 24, 2031, and the 2021 Plan does not permit any awards to be granted while it is suspended or after it is terminated.

The administrator has the authority to amend, modify or terminate any outstanding award, but the grantee will be required to consent to such action unless the amendment, modification or termination would not materially and adversely affect the grantee’s rights under the 2021 Plan, the change is permitted in connection with specified corporate transactions or capitalization adjustments, or the change is required or advisable for Humacyte, the 2021 Plan or the award to satisfy applicable law or accounting standards.

The Humacyte, Inc.

2021 Employee Stock Purchase Plan (the “ESPP”) became effective as of the consummation of the Merger.

Under the ESPP, Humacyte is authorized to offer eligible employees the ability to purchase shares of Humacyte stock at a discount, subject to various limitations.

Administration

Subject to the terms and conditions of the ESPP, the ESPP administrator will have discretionary authority to administer and interpret the ESPP and to determine the terms and conditions of the offerings of common stock to be made under the ESPP.

Subject to applicable laws and regulations, the ESPP administrator is authorized to delegate administrative tasks under the ESPP to an officer of Humacyte or other individual or group.

Interpretations and constructions of the ESPP administrator of any provision of the ESPP or of any rights thereunder will be conclusive and binding on all persons.

No member of the Board or individual exercising administrative authority with respect to the ESPP will be liable for any action or determination made in good faith with respect to the ESPP.

Share Reserve

The initial maximum number of shares of Humacyte common stock authorized for sale under the ESPP is equal to 1,030,033 shares.

Such aggregate number of shares may, subject to the approval of the Board, increase on January 1 of each year beginning January 1, 2022, but not after the 10 year anniversary of the effective date of the ESPP, in an amount equal to 1% of the total number of shares of Humacyte’s capital stock outstanding on December 31 of the preceding year, unless the Board acts prior to January 1 of a given year to provide that the increase for such year will be a lesser number.

In December 2021, the Board determined not to increase the number of shares of common stock available for grant under the ESPP.

In no event will the maximum aggregate number of shares available for issuance under the ESPP exceed 13,000,000 shares.

Employees eligible to participate in the ESPP for a given offering generally include employees who are employed by Humacyte or one of its designated subsidiaries on the first day of the offering, subject to any other eligibility requirements that the ESPP administrator may choose to impose (within the limits permitted by the Code).

Participation

Employees will enroll under the ESPP by completing an enrollment form permitting the deduction from their compensation of a whole percentage of their compensation during an offering, subject to a minimum of 1% and a maximum of 15%, or, to the extent permitted by the ESPP administrator for an offering, an employee may authorize a payroll deduction expressed as a flat dollar amount, subject to such terms, conditions and limits as may be established by the ESPP administrator for such offering.

Accumulated deductions will be credited to a notional account and applied to the purchase of shares on the exercise date of the offering.

However, an employee will not be permitted to participate in an offering if, immediately after the option to purchase stock in the offering were granted, the employee would own (or be deemed to own through attribution) 5% or more of the total combined voting power or value of all classes of stock of Humacyte, or of a subsidiary or parent company of Humacyte.

In addition, a participant may not purchase more than 5,000 shares in each offering or any lesser maximum number determined by the ESPP administrator.

A participant may not be granted an option that permits the participant’s rights to purchase shares of Humacyte common stock to accrue at a rate exceeding $25,000 in fair market value of such stock (determined at the time the option is granted) under the ESPP or any other employee stock purchase plan of Humacyte and its parent and subsidiary companies during any calendar year.

Under the ESPP, participants are offered the option to purchase shares of Humacyte common stock at a discount during offerings, the duration and timing of which will be determined by the ESPP administrator.

However, in no event may an offering be longer than 27 months in length.

The option price for an offering will generally be the lower of 85% of the closing trading price per share of Humacyte common stock on the first day of the offering or 85% of the closing trading price per share on the exercise date, which will occur on the last day of each offering.

Unless a participant has withdrawn from participation in the ESPP before the exercise date of the applicable offering, the participant will be deemed to have exercised the participant’s option in full as of such exercise date.

Upon exercise, the participant will purchase the number of whole shares that the participant’s accumulated payroll deductions will buy at the option price, subject to the participation limitations listed above.

A participant may cancel his or her payroll deduction authorization and withdraw from the offering at any time prior to the end of the offering.

Upon withdrawal, the participant will receive a refund of the participant’s notional account balance in cash without interest.

If a participant withdraws from an offering, the participant may not later re-enroll in the same offering, but the participant may (if eligible) enroll in any later offering under the ESPP.

If a participant wants to increase or decrease the rate of payroll withholding, the participant may do so effective for the next offering by submitting a new enrollment form before the offering for which such change is to be effective.

A participant may not transfer any rights under the ESPP other than by will or the laws of descent and distribution.

During a participant’s lifetime, options in the ESPP shall be exercisable only by such participant.

The ESPP is unfunded, and all funds received by Humacyte under the ESPP may be combined with other corporate funds and used for any corporate purpose, unless otherwise required by applicable law.

In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination or exchange of shares, reclassification of shares, spin-off, or other similar change in capitalization or event, or any dividend or distribution to holders of Humacyte common stock other than an ordinary cash dividend, we will proportionately adjust the number and class of shares approved under the ESPP, the option price for an offering, and the maximum number of shares which a participant may elect to purchase in any single offering.

In connection with a reorganization event (as defined in the ESPP), the ESPP administrator may take any of the following actions, or do any combination thereof:

(i) determine that each outstanding option will be assumed or an equivalent option substituted by the acquiring or successor corporation (or an affiliate thereof);

(ii) upon written notice to participants, provide that all outstanding options will become exercisable to the extent of accumulated payroll deductions as of a specified date that is more than 10 days before the effective date of the applicable reorganization event;

(iii) upon written notice to participants, provide that all outstanding options will be cancelled and accumulated payroll deductions will be returned to participants;

(iv) if the applicable transaction provides for cash payments to the holders of Humacyte common stock, provide for cash payments to participants in amounts based on the per-share amount of such cash payments to the shareholders;

or (v) if Humacyte is liquidated or dissolved, provide that options to purchase stock under the ESPP will convert into the right to receive the liquidation proceeds (net of the option price).

Amendment and Termination

The ESPP administrator may amend, suspend or terminate the ESPP at any time.

However, if the terms of the ESPP are amended to increase the number of shares approved for the ESPP or in a manner that would require stockholder approval under the rules of Nasdaq, other relevant listing authority or to qualify as an “employee stock purchase plan” under Section 423(b) of the Code, the ESPP administrator may not amend the ESPP without obtaining shareholder approval within 12 months before or after the date such amendment is adopted.

2015 Omnibus Incentive Plan

Humacyte’s 2015 Plan was adopted by the Board and approved by its stockholders on July 10, 2015 and July 29, 2015, and amended on February 23, 2018 and June 6, 2018.

The 2015 Plan replaced and terminated the 2005 Plan on the date the 2015 Plan was approved by Humacyte’s stockholders, except that any awards previously granted under the 2005 Plan remained in effect pursuant to their terms.

The 2015 Plan allowed the Humacyte Board to make equity incentive awards to Humacyte’s employees, directors, and consultants.

Humacyte has not granted and will not grant any additional awards under the 2015 Plan, as of the effective date of the 2021 Plan.

Any awards previously granted under the 2015 Plan and outstanding as of the effective date of the Merger were adjusted to reflect the Merger as set forth in the Merger Agreement, but otherwise remain in effect pursuant to their original terms.

Authorized Shares

The maximum aggregate number of shares of Humacyte common stock that could be issued under the 2015 Plan was 7,090,200 shares, and the maximum aggregate number of shares which could be issued thereunder pursuant to ISOs was 7,090,200 shares, with both share figures adjusted for the Exchange Ratio of approximately 0.26260 as defined in the Merger Agreement.

Shares issued under the 2015 Plan included authorized but unissued or reacquired shares of Humacyte common stock.

The shares of common stock underlying any awards that were forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise or purchase price or tax withholding, reacquired by Humacyte prior to vesting, or that expired were added back to the shares of common stock available for issuance under the 2015 Plan.

Shares underlying any

award issued under the 2005 Plan that remained outstanding after the termination of the 2005 Plan could be returned to the 2015 Plan.

Subject to certain adjustments, the following limits applied to awards granted to any individual in the same fiscal year:

(i) in the case of awards that were settled in shares, the maximum aggregate number of shares with respect to which awards may be granted (other than stock options or SARs) was three million, (ii)the maximum aggregate number of shares subject to options was five million, (iii) the maximum aggregate number of shares subject to SARs was three million, (iv) in the case of awards that were settled in cash based on the fair market value of Humacyte common stock, the maximum aggregate amount of cash that could be paid was equal to the per share fair market value of the relevant vesting, payment or settlement date, multiplied by the number of shares described in the preceding clause, and (v) in the case of all awards other than those described in (iv), the maximum aggregate amount of cash and other property (valued at its fair market value) other than shares that could be paid or delivered was $5 million.

Plan Administration

The Board administers the 2015 Plan and may delegate any or all of its powers under the plan to one or more of its committees.

The Humacyte Board or committee administering the plan is referred to as the administrator.

The Humacyte Board could also delegate to one or more of Humacyte’s officers the power to grant awards to its employees, directors and officers, subject to certain limitations.

Subject to the terms of the 2015 Plan, the Humacyte Board had the authority to set the terms of all awards.

The administrator could grant awards under the 2015 Plan of nonstatutory and ISOs, SARs, restricted stock, RSUs, unrestricted stock awards and cash incentive awards.

All awards were granted pursuant to an award agreement.

Awards other than ISOs could be granted to employees, directors and consultants.

ISOs could only be granted to employees.

The administrator determined the exercise price for a stock option or SAR within the terms and conditions of the 2015 Plan, provided that the exercise price per share subject to an option or SAR could not be less than 100% of the fair market value of Humacyte common stock on the date of grant.

Options and SARs granted under the 2015 Plan become exercisable at the rate specified by the administrator in the award agreement.

The award agreement specifies circumstances under which awards may be forfeited.

The administrator determined the term of stock options and SARs granted under the 2015 Plan, up to a maximum of 10 years.

An award agreement could permit a grantee to exercise any part or all of his or her stock options or SARs prior to full vesting.

Any unvested shares received pursuant to such an exercise may be subject to a repurchase right in favor of Humacyte or to any other restriction the administrator determines to be appropriate.

Any shares of Humacyte’s common stock awarded under any restricted stock award agreement may be subject to forfeiture to Humacyte in accordance with a vesting schedule determined by the administrator and award agreements for restricted stock and RSUs will be subject to restrictions imposed by the administrator, as it deems appropriate.

Generally, if a grantee of restricted stock terminates employment or service during the applicable restriction period, Humacyte has the right to repurchase all or part of the shares of restricted stock still subject to restriction from the grantee at the issue price or at another stated or formula price.

Corporate Transactions

The 2015 Plan provided that in the event of specified corporate transactions (which consist of certain change in control transactions), each outstanding award would be treated as the administrator determines.

The administrator could (1) accelerate the vesting of any or all outstanding stock options and SARs, in whole or in part;

(2) make non-forfeitable any or all outstanding restricted stock or RSUs, in whole or in part;

or (3) cancel or redeem awards in exchange for cash or another form of consideration, including substitute awards in respect of the capital stock of a successor corporation.

Humacyte’s stock option agreements generally provide for accelerated vesting of the unvested portions of any option award in the event of an involuntary termination (as such term is defined in the relevant stock option agreement) of a grantee’s employment during the period that commences 30 days prior to the effective date of a corporate transaction and that ends 12 months following the effective date of such transaction.

Additionally, the number and class of securities available under the 2015 Plan was, and the exercise price per share of each stock option or SAR and the repurchase price per share for each restricted stock award or RSU award are, subject to adjustment in the event of any stock split, reverse stock split, stock dividend, recapitalization, combination or exchange of shares, reclassification of shares, spin-off or other similar change in capitalization.

2005 Stock Plan

Humacyte’s 2005 Plan was adopted by the Board and approved by its stockholders in June 2005.

The 2005 Plan generally allowed the Humacyte Board to make equity-based incentive awards to Humacyte’s employees, officers, directors, and consultants.

The maximum aggregate number of shares of Humacyte common stock that could be issued under the 2005 Plan was 2,198,504 shares, as adjusted for the Exchange Ratio of approximately 0.26260 as defined in the Merger Agreement.

The 2015 Plan replaced the 2005 Plan on the date the 2015 Plan was approved by Humacyte’s stockholders, except that any awards previously granted under the 2005 Plan remained in effect pursuant to their terms.

Plan Administration

The 2005 Plan is administered by the Board.

The Board could also delegate to one or more of Humacyte’s officers the power to grant awards to other employees and officers.

Subject to the terms of the 2005 Plan, the Board had the authority to fix the terms of all awards.

Under the 2005 Plan, Humacyte could grant awards of nonstatutory and ISOs, performance shares, restricted stock, SARs, dividend equivalent awards, and other stock-based awards to employees, directors, officers and consultants.

ISOs could only be granted to employees.

All awards were granted pursuant to an award agreement.

The Board determined the exercise price for a stock option, within the terms and conditions of the 2005 Plan, provided that the exercise price of an ISO could not be less than the fair market value of Humacyte’s common stock on the date of grant.

Corporate Transactions

The 2005 Plan provided that, subject to certain accounting considerations, in the event of a change in control (as defined in the 2005 Plan), the Board could, in its sole discretion at any time upon the occurrence of a change in control, determine that all or a portion of a participant’s outstanding options would become fully exercisable, and all or a portion of the restrictions on outstanding awards would lapse.

Upon the occurrence of any transaction or event not constituting a change in control but which the Board deemed to be, or to be reasonably likely to lead to, an effective change in control, the Board could, in its sole discretion, declare all outstanding options to be fully exercisable and all restrictions on all outstanding awards to have lapsed as of such date as it might, in its sole discretion, declare, which could have been on or before the consummation of the transaction or event.

The Board could also, in its sole discretion at any time, determine that all or a portion of a grantee’s options would become fully or partially exercisable and that all or a part of the restrictions on all or portion of the outstanding awards would lapse as of the date that the Board might, in its sole discretion, declare.

Humacyte maintains two 401(k) retirement savings plans (“the 401(k) Plans”), for its employees, including the named executive officers, who satisfy certain eligibility requirements.

The 401(k) Plans are intended to qualify as tax-qualified plans under Section 401(k) of the Code.

The named executive officers are eligible to participate in the 401(k) Plans on the same basis as Humacyte’s other employees.

The Code allows eligible employees to contribute, on a pre-tax basis, a portion of their salary, within prescribed limits, through contributions to the 401(k) Plans.

Contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions.

Humacyte matches employee contributions up to 4% of each employee’s compensation.

Director Compensation

The following table sets forth information regarding compensation paid to Humacyte’s non-employee directors during 2021.

Prior to the Merger, Legacy Humacyte provided an annual cash retainer of $50,000 for each of its non-employee directors.

Following the closing of the Merger, our Board adopted a director compensation policy that provides for an annual cash retainer of $50,000 for each of our non-employee directors and an additional cash retainer of (i) $25,000 for the chair of the Board, (ii) $7,500 for the chair of the audit committee and (iii) $5,000 for the chair of each of the nominating and governance committee and the compensation committee.

In addition, our director compensation policy provides for an annual equity grant consisting of (i) an option to purchase 13,000 shares of our common stock for newly appointed directors and (ii) an option to purchase 8,500 shares of our common stock for continuing directors.

Compensation paid to Mr.

Shukla in connection with his service on the Board is outlined above in “— Summary Compensation Table.”

A director who is also a Humacyte employee receives no additional compensation for his or her service as a director.

Niklason and Lawson did not receive any additional compensation for serving as a director in 2021.

None of the AHAC directors prior to the Merger received any compensation for service on the board of directors of AHAC.

or Paid in Cash

Binder 17,255 98,159 115,414

Brown 17,255 98,159 115,414

Constantino 19,844 98,159 118,003

50,000 64,181 114,181

18,981 98,159 117,140

Kathleen Sebelius

58,628 64,181 122,809

51,726 64,181 115,907

Susan Windham-Bannister 17,255 98,159 115,414

12,500 — 12,500

Robert Anderson (5)

32,745 — 32,745

Robert Langer (7)

32,745 — 32,745

___________________________

(1) Fees earned or paid in cash have been prorated to reflect (i) the portion of the year during which each director served on the Board and (ii) the additional cash retainers provided for in our director compensation policy that was adopted following the Merger.

(2) The amount reported here does not reflect the actual economic value that may be realized by the director.

In accordance with SEC rules, this amount represents the grant date fair value of the option award, calculated in accordance with Accounting Standards Update 2018-07, “Compensation — Stock Compensation (Topic 718).” For additional information regarding the assumptions used in calculating the grant date fair value of the stock options reported in this table, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Estimates — Stock-Based Compensation.”

(3) As of December 31, 2021, the following non-qualified stock option awards held by our directors were outstanding:

(i) options held by Mr.

Binder to acquire 13,000 shares of common stock, (ii) options held by Dr.

Brown to acquire 13,000 shares of common stock, (iii) options held by Mr.

Constantino to acquire 13,000 shares of common stock, (iv) options held by Mr.

Dougan to acquire 38,697 shares of common stock, (v) options held by Mr.

Pope to acquire 13,000 shares of common stock, (vi) options held by Ms.

Sebelius to acquire 64,957 shares of common stock, Mr.

Wallace to acquire 45,261 shares of common stock, (viii) options held by Dr.

Windham-Bannister to acquire 13,000 shares of our common stock (ix) options held by Mr.

Sander to acquire 452,975 shares of our common stock, (x) options held by the estate of Dr.

Anderson to purchase 36,761 shares of our common stock and (xi) options held by Dr.

Langer to purchase 36,761 shares of our common stock.

Cox did not hold any options to purchase shares of our common stock as of December 31, 2021.

Sander served as a member of the Board in 2021 until the closing of the Merger.

Sander received $12,500 in connection with his service on the Board prior to becoming an employee of Humacyte in May 2021.

The above table does not include compensation paid to Mr.

Sander as an employee of Humacyte or pursuant to a consulting agreement between Humacyte and Mr.

Sander that was effective from January 2021 through April 2021.

Anderson served as a member of the Board in 2021 until the closing of the Merger.

Cox served as a member of the Board in 2021 until the closing of the Merger.

Langer served as a member of the Board in 2021 until the closing of the Merger.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

EQUITY COMPENSATION PLAN INFORMATION

The following table presents information as of December 31, 2021, with respect to compensation plans under which shares of our common stock may be issued.

Plan Category Number of Securities to be Issued upon Exercise of Outstanding Options Weighted Average Exercise Price of Outstanding Options Number of Securities Remaining Available for Future Issuances under Equity Compensation Plans (excluding securities reflected in column (a))

(a) ($)(b) (c)

Equity Compensation Plans approved by security holders (1)

6,711,192 $ 7.48 7,418,937

Equity Compensation Plans not approved by security holders — — —

Total 6,711,192 7.48 7,418,937

(1) Includes the 2021 Plan, the 2015 Plan and the 2005 Plan.

For more information regarding our equity compensation plans, see Note 10 of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.

In December 2021, the Board determined not to increase the number of shares of common stock available for grant under the 2021 Plan.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The following table sets forth information regarding the beneficial ownership of shares of our common stock as of February 28, 2022:

• each person known by us to be the beneficial owner of more than 5% of our common stock;

• each of our named executive officers and directors;

• all of our executive officers and directors as a group.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC.

A person is a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of the security, or “investment power,” which includes the power to dispose of or to direct the disposition of the security, or has the right to acquire such powers within 60 days.

The beneficial ownership of shares of common stock is calculated based on 103,004,572 shares of Humacyte common stock outstanding as of February 28, 2022.

Unless otherwise noted in the footnotes to the following table, and subject to applicable community property laws, the persons and entities named in the table have sole voting and investment power with respect to their beneficially owned common stock.

Name and Address of Beneficial Owner (1)

Number of Shares

Beneficially Owned

Directors and Executive Officers of Humacyte

23,406,639 22.4

Heather Prichard (4)

1,477,103 1.4

23,406,639 22.4

Kathleen Sebelius (7)

Rajiv Shukla (8)

1,964,789 1.9

Max Wallace (9)

Susan Windham-Bannister

All Directors and Executive Officers of Humacyte as a Group (14 Individuals)

26,322,329 25.0

Five Percent Holders

Ayabudge LLC (10)

20,452,504 19.9

Fresenius Medical Care Holdings, Inc.

18,312,735 17.8

The GYF Trust (12)

8,942,078 8.7

___________________________

* Less than one percent.

(1) Unless otherwise noted, the business address of each of the following entities and individuals is 2525 East North Carolina Highway 54, Durham, North Carolina 27713.

(2) Consists of (i) 1,148,240 shares of common stock held by Dr.

Niklason, (ii) 1,265,537 shares of common stock subject to options exercisable within 60 days of February 28, 2022 held by Dr.

Niklason, (iii) 510,161 shares of common stock held by Mr.

Dougan, (iv) 30,197 shares of common stock subject to options exercisable within 60 days of February 28, 2022 held by Mr.

Dougan, and (v) 20,452,504 shares of common stock held by Ayabudge LLC.

Niklason is married to Mr.

Dougan and Mr.

Dougan has sole voting and dispositive power over the shares held by Ayabudge LLC.

By virtue of these relationships, Dr.

Niklason may be deemed to share beneficial ownership of the securities held of record by Mr.

Dougan and Ayabudge LLC.

(3) Consists of 118,429 shares of common stock subject to options exercisable within 60 days of February 28, 2022.

(4) Consists of (i) 2,625 shares of common stock and (ii) 322,378 shares of common stock subject to options exercisable within 60 days of February 28, 2022.

(5) Consists of (i) 7,877 shares of common stock and (ii) 1,469,226 shares of common stock subject to options exercisable within 60 days of February 28, 2022.

On December 23, 2021, Humacyte and Dr.

Lawson mutually agreed to end Dr.

Lawson’s employment with Humacyte, effective December 31, 2021.

Lawson also resigned from the Board, effective December 31, 2021.

(6) Consists of (i) 510,161 shares of common stock held by Mr.

Dougan, (ii) 30,197 shares of common stock subject to options exercisable within 60 days of February 28, 2022 held by Mr.

Dougan, (iii) 1,148,240 shares of common stock held by Dr.

Niklason, (iv) 1,265,537 shares of common stock subject to options exercisable within 60 days of

February 28, 2022 held by Dr.

Niklason, and (v) 20,452,504 shares of common stock held by Ayabudge LLC.

Dougan is married to Dr.

Niklason and Mr.

Dougan has sole voting, and dispositive power over the shares held by Ayabudge LLC.

By virtue of these relationships, Mr.

Dougan may be deemed to share beneficial ownership of the securities held of record by Dr.

Niklason and Ayabudge LLC.

(7) Consists of 56,457 shares of common stock subject to options exercisable within 60 days of February 28, 2022.

(8) Consists of (i) 1,814,789 shares of common stock and (ii) Warrants to purchase 150,000 shares of common stock exercisable within 60 days of February 28, 2022.

(9) Consists of (i) 49,986 shares of common stock and (ii) 36,761 shares of common stock subject to options exercisable within 60 days of February 28, 2022.

Dougan has sole voting and dispositive power over the shares held by Ayabudge LLC.

Ayabudge LLC has pledged 18,930,004 shares to certain lenders in connection with a financing arrangement.

(11) Based on a Schedule 13D filed by Fresenius Medical Care Holdings, Inc.

and Fresenius Medical Care AG & Co.

KGaA on September 2, 2021.

The business address of Fresenius Medical Care Holdings, Inc.

is 920 Winter Street, Waltham, Massachusetts 02451.

(12) Based on a Schedule 13G filed by PTC Trustees GY Limited, as trustee of The GYF Trust, and Gavril Abramovich Yushvaev on September 8, 2021.

Gavril Abramovich Yushvaev has sole voting and dispositive power over the shares held by PTC Trustees GY Limited.

The address of the business office of PTC Trustees GY Limited as Trustee of The GYF Trust is 37 Metochiou Street, Agios Andreas, 1101 Nicosia, Cyprus.

Certain Relationships and Related Transactions, and Director Independence

Policies and Procedures for Related Party Transactions

Upon consummation of the Merger, the Board adopted a written Related Person Transactions Policy that sets forth Humacyte’s policies and procedures regarding the notification, review, approval, ratification and disclosure of “related person transactions.” For purposes of Humacyte’s policy only, a “related person transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which Humacyte or any of its subsidiaries are participants involving an amount that exceeds $120,000, in which any “related person” has or will have a direct or indirect material interest.

Transactions involving compensation for services provided to Humacyte as an employee or director will not be considered related person transactions under this policy.

A “related person” is any executive officer, director, nominee to become a director, a holder of more than 5% of any class of Humacyte’s voting securities, including any of their immediate family members and affiliates, including entities owned or controlled by such persons, and any entity that employs any of the foregoing persons, of which any of the foregoing persons is a general partner, officer or serves in a similar position, or in which any of the foregoing persons has a 10% percent or greater beneficial ownership interest.

Under the policy, the related person in question or, in the case of transactions with a holder of more than 5% of any class of Humacyte’s voting securities, any director or employee with knowledge of a proposed transaction, must present information regarding the proposed related person transaction to the audit committee of the Board for review.

To identify related person transactions in advance, Humacyte will rely on information supplied by its executive officers, directors and certain significant stockholders.

The audit committee will approve only those transactions that it determines are in Humacyte’s best interests.

The transactions described below under the subheadings “Pre-Merger AHAC Related Party Transactions” and “Legacy Humacyte Related Party Transactions” were entered into prior to the adoption of the Related Person Transactions Policy.

Humacyte Related Party Transactions

Investor Rights and Lock-up Agreement

At the Effective Time, Humacyte and certain of the stockholders of Humacyte and Legacy Humacyte entered into an Investor Rights and Lock-up Agreement, pursuant to which, among other things, such stockholders (i) agreed not to effect any sale or distribution of any shares held by any of them during the one-year lock-up period described therein, subject to certain exceptions described below, and (ii) were granted certain registration rights with respect to certain shares of

securities held by them.

Pursuant to the Investor Rights and Lock-up Agreement, the Sponsor and certain directors of AHAC prior to the Merger have, for a period of 10 years, unless such stockholders cease to collectively own at least 5% of our common stock at an earlier date, the right to designate, and the Board will nominate, one individual for election to the Board.

In connection with the closing of the Merger, these stockholders designated Rajiv Shukla for election to the Board.

If the volume weighted average price (“VWAP”) of Humacyte common stock on Nasdaq, or any other national securities exchange on which the common stock is then traded, is greater than or equal to $15.00 over any 20 trading days within any 30 trading day period following the closing of the Merger, then, commencing at least 180 days after the closing of the Merger, the lock-up period shall be deemed to have expired with respect to 50% of the shares of common stock held by each party subject to the Investor Rights and Lock-up Agreement.

The lock-up period shall not apply to any shares purchased in the PIPE Investment by parties to the Investor Rights and Lock-up Agreement.

The foregoing description of the Investor Rights and Lock-up Agreement is subject to and qualified in its entirety by reference to the full text of the form of Investor Rights and Lock-up Agreement, a copy of which is attached as Exhibit 4.3 to this Annual Report on Form 10-K, and the terms of which are incorporated herein by reference.

Lock-up Agreement

At the Effective Time, certain stockholders and option holders of Legacy Humacyte who did not enter into the Investor Rights and Lock-up Agreement entered into a lock-up agreement (the “Lock-up Agreement”) restricting their ability to transfer their shares of Humacyte common stock.

The Lock-up Agreement has substantially the same terms as the lock-up provision contained in the Investor Rights and Lock-up Agreement, described above.

The foregoing description of the Lock-up Agreement is subject to and qualified in its entirety by reference to the full text of the form of Lock-up Agreement, a copy of which is attached as Exhibit 10.1 to this Annual Report on Form 10-K, and the terms of which are incorporated herein by reference.

Indemnification Agreements

In connection with consummating the Merger, Humacyte entered into customary indemnification agreements with the directors and executive officers of Humacyte following the Merger.

Pre-Merger AHAC Related Party Transactions

Founder Shares

On July 20, 2020, AHAC issued 2,875,000 shares of its Class B Common Stock to the Sponsor for $25,000, or approximately $0.01 per share (the “Founder Shares”).

The Founder Shares included an aggregate of up to 375,000 shares that were subject to forfeiture if the over-allotment option granted to the underwriters in connection with AHAC’s initial public offering was not exercised by the underwriters in full.

The over-allotment option was not exercised by the underwriters and therefore, as of December 31, 2020, 2,500,000 Founder Shares were issued and outstanding.

Each Founder Share was converted into one share of Humacyte common stock at the closing of the Merger.

Promissory Note — Related Party

On July 1, 2020, AHAC issued an unsecured promissory note to the Sponsor, pursuant to which AHAC may borrow up to an aggregate principal amount of $300,000 to be used for a portion of the expenses of AHAC’s initial public offering.

This loan was non-interest bearing, unsecured, and due on the earlier of (a) March 31, 2021 or (b) the date on which AHAC completed the Initial Public Offering.

As of December 31, 2020, AHAC had $95,136 in borrowings outstanding under the promissory note.

The note was paid in full in January 2021 out of offering proceeds not held in the Trust Account.

Administrative Service Fee

AHAC agreed to pay an affiliate of the Sponsor a monthly fee of an aggregate of $10,000 for general and administrative services including office space, utilities and secretarial and administrative support.

This arrangement terminated upon completion of the Merger.

For the period July 1, 2020 through December 31, 2020, AHAC accrued $34,334 of administrative fees as a due to related party payable.

Underwriting Agreement

On September 22, 2020, the underwriters of AHAC’s initial public offering were paid an underwriting discount of 2.0% of the gross proceeds of the offering, or $2,000,000.

In addition, the underwriters were entitled to a deferred underwriting fee of 3.5% of the gross proceeds of the initial public offering upon the completion of the Merger.

The underwriters have agreed that up to 1% of the deferred underwriting fee may be re-directed to other member firms of the Financial Industry Regulatory Authority, Inc.

(“FINRA”) that have provided services in connection with the identification and consummation of a business combination, in the sole discretion of AHAC;

provided, that all such payments to other FINRA member firms may only be made if permitted under applicable law.

Company may reduce the deferred underwriting fee by up to 50% based on stockholders redeeming their shares for their pro-rata

amount of the proceeds in the Trust Account;

provided, however, that (a) the underwriters’

maximum deferred underwriting

fee reduction based on stockholder redemptions will be 50% regardless of whether stockholder redemptions exceed 50%;

sums paid to other advisors as discussed above, will be credited against the reduction of and added back to the deferred underwriting

fee payable to the underwriters;

and (c) under no circumstance will the deferred underwriting fee be less than 1.75% of the gross

proceeds of the IPO.

As December 31, 2020, the Company accrued a deferred underwriting fee of $1,847,788 assuming no over-allotment

is exercised.

Company has engaged a law firm to assist the Company with its legal matters in identifying, negotiating, and consummating a Business

Combination, as well as assisting with other legal matters.

In the event of a successful Business Combination, the amount of fees

to be paid will be agreed upon between the Company and the law firm in light of all the facts and circumstances at that point

If a Business Combination does not occur, the Company will not be required to pay this contingent fee.

Management is unable

to determine the amount of the legal fees to be paid at this time.

There can be no assurance that the Company will complete

a Business Combination.

Stockholder’s Deficit

Stock —

The Company is authorized to issue a total of 1,000,000 shares of preferred stock at par value of $0.0001

At December 31, 2020, there were no shares of preferred stock issued or outstanding.

A Common Stock —

The Company is authorized to issue a total of 100,000,000 shares of Class A common stock at par

value of $0.0001 each.

At December 31, 2020, there were 938,584 shares issued and outstanding (excluding 9,416,416 shares subject

to possible redemption)

B Common Stock —

The Company is authorized to issue a total of 10,000,000 shares of Class B common stock at par

value of $0.0001 each.

At December 31, 2020, there were 2,500,000 shares of Class B common stock issued or outstanding.

Class A and B stockholders vote together as a single class on all matters submitted to a vote of the Company stockholders, with

each share of common stock entitling the holder to one vote.

HEALTHCARE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

B shares are identical to the Class A shares except that Class B shares (founder shares) automatically convert into shares of

Class A common stock at the time of the consummation of our initial business combination, on a one-for-one basis, subject to adjustment

for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided

In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in

excess of the amounts offered in this prospectus and related to the closing of the initial business combination, the ratio at

which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of

a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance

or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B

common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common

stock outstanding upon the completion of the IPO (excluding the placement units and underlying securities) plus all shares of

Class A common stock and equity-linked securities issued or deemed issued in connection with the initial business combination

(excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination or

any private placement-equivalent units and their underlying securities issued to our sponsor or its affiliates upon conversion

of loans made to us).

The term “equity-linked securities”

refers to any debt or equity securities that are convertible,

exercisable or exchangeable for shares of Class A common stock issued in a financing transaction in connection with our initial

business combination, including but not limited to a private placement of equity or debt.

Securities could be “deemed issued”

for purposes of the conversion rate adjustment if such shares are issuable upon the conversion or exercise of convertible securities,

warrants or similar securities.

holders of the founder shares have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur

(A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination,

(x) if the reported last sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits,

stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing

at least 150 days after our initial business combination, or (y) the date on which the Company completes a liquidation, merger,

capital stock exchange or other similar transaction that results in all of our stockholders having the right to exchange their

shares of common stock for cash, securities or other.

Any permitted transferees will be subject to the same restrictions and other

agreements of our initial stockholders with respect to any founder shares.

Each whole warrant entitles the registered holder to purchase one share of Class A common stock at a price of

$11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of 12 months from the closing

of the IPO and 30 days after the completion of our initial business combination and will expire five years after the completion

of the Company’s initial business combination, or earlier upon redemption or liquidation.

Company may redeem outstanding warrants (excluding the warrants contained in the private units) at a price of $0.01 per warrant

i) at any time while the warrants are exercisable;

ii) upon a minimum of 30 days prior written notice of redemption;

and only if, the reported last sale price of the common stock equals or exceeds $18.00 per share, for any 20 trading days within

a 30 trading day period commencing once the warrants become exercisable and ending on the third business day prior to the notice

of redemption to warrant holders and iv) if, and only if, there is a current registration statement in effect with respect to

the shares of Class A common stock underlying such warrants at the time of redemption and for the entire 30-day trading period,

except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities

HEALTHCARE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

the Company calls the warrants for redemption as described above, our management will have the option to require all holders that

wish to exercise warrants to do so on a “cashless basis.”

In determining whether to require all holders to exercise

their warrants on a “cashless basis,”

our management will consider, among other factors, our cash position, the number

of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class

A common stock issuable upon the exercise of our warrants.

In such event, each holder would pay the exercise price by surrendering

the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the

number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the

warrants and the “fair market value”

(defined below) by (y) the fair market value.

The “fair market value”

for this purpose shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on

the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances

including in the event of a stock dividend, extraordinary dividend or the Company’s recapitalization, reorganization, merger

or consolidation.

If the Company (x) issues additional shares of Class A common stock or equity-linked securities for capital

raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price

of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good

faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account

any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”),

(y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon,

available for the funding of our initial business combination on the date of the consummation of our initial business combination

(net of redemptions), and (z) the volume weighted average trading price of our Class A common stock during the 20 trading day

period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market

Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal

to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described

below under “Redemption of warrants”

will be adjusted (to the nearest cent) to be equal to 180% of the greater of

the Market Value and the Newly Issued Price.

8 —Investment Held in Trust Account

of December 31, 2020, investment in the Company’s Trust Account consisted of $29,851 in Mutual Funds and $99,986,310 in

Treasury Securities.

The Company classifies its United States Treasury securities as held-to-maturity in accordance with

FASB ASC 320 “Investments —

Debt and Equity Securities”.

Held-to-maturity treasury securities are recorded at

amortized cost and adjusted for the amortization or accretion of premiums or discounts.

The Company considers all investments

with original maturities of more than three months but less than one year to be short-term investments.

The carrying value approximates

the fair value due to its short-term maturity.

The carrying value, excluding gross unrealized losses and fair value of held to

maturity securities on December 31, 2020 are as follows:

Unrealized Losses

Fair Value as of

Treasury Securities

AHAC was permitted to reduce the deferred underwriting fee by up to 50% based on stockholders redeeming their shares for their pro-rata amount of the proceeds in the Trust Account;

provided, however, that (a) the underwriters’ maximum deferred underwriting fee reduction based on stockholder redemptions would be 50% regardless of whether stockholder redemptions exceeded 50%;

and (b) any sums paid to other advisors as discussed above, would be credited against the reduction of and added back to the deferred underwriting fee payable to the underwriters;

and (c) under no circumstance would the deferred underwriting fee be less than 1.75% of the gross proceeds of the initial public offering.

AHAC paid to the underwriters aggregate deferred underwriting fees of $2,446,902 upon consummation of the Merger.

Legacy Humacyte Related Party Transactions

PIPE Investment

In connection with the execution of the Merger Agreement, AHAC entered into the Subscription Agreements with the PIPE Investors, pursuant to which the PIPE Investors agreed to purchase, and AHAC agreed to sell to the PIPE Investors, an aggregate of 17,500,000 shares of AHAC’s Class A common stock, for a purchase price of $10.00 per share and an aggregate purchase price of $175 million, in the PIPE Investment.

Such shares were issued immediately prior to the Effective Time.

The table below sets forth the number of shares of AHAC’s Class A common stock that were purchased by Legacy Humacyte’s related parties (which shares were converted into Humacyte common stock on a one-for-one basis at the closing of the Merger):

Related Person Shares of

Cash Purchase Price

1,522,500 $ 15,225,000

Fresenius Medical Care Holdings, Inc

2,500,000 $ 25,000,000

HEALTHCARE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

Company’s net deferred tax assets are as follows:

Deferred tax asset

Organizational costs/Startup expenses

Federal Net Operating loss

Total deferred tax asset

Valuation allowance

Deferred tax asset, net of allowance

income tax provision consists of the following:

Change in valuation allowance

Income tax provision

Company’s net operating loss carryforward as of December 31, 2020 amounted to $102,284 and will be carried forward indefinitely.

assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion

of all of the deferred tax assets will not be realized.

The ultimate realization of deferred tax assets is dependent upon the

generation of future taxable income during the periods in which temporary differences representing net future deductible amounts

become deductible.

Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and

tax planning strategies in making this assessment.

After consideration of all of the information available, management believes

that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established

a full valuation allowance.

For the period from July 1, 2020 (inception) through December 31, 2020, the change in the valuation

allowance was $49,000.

reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows:

Statutory federal income tax rate

State taxes, net of federal tax benefit

Permanent Book/Tax Differences

Change in valuation allowance

Income tax provision

Company files income tax returns in the U.S.

federal jurisdiction in various state and local jurisdictions and is subject to examination

by the various taxing authorities, since inception.

HEALTHCARE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

Subsequent Events

Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial

statements were issued.

Based upon this review, other than as described above, the Company did not identify any subsequent events

that would have required adjustment or disclosure in the financial statements.

PTC Trustees GY Limited as Trustee of The GYF Trust

1,800,000 $ 18,000,000

AHAC is party to an engagement letter with Exos pursuant to which Exos acted as a private placement agent to AHAC in connection with the PIPE Investment.

Exos received a $5.5 million fee upon the closing of the PIPE Investment.

AHAC also agreed to indemnify Exos as is customary with respect to placement agent arrangements.

Brady Dougan, a member of Humacyte’s Board and the prior chairman of the Legacy Humacyte board of directors, is the founder and chief executive officer of Exos.

Laura Niklason, Humacyte’s chief executive officer and president, is the spouse of Brady Dougan.

Stockholder Support Agreement

In connection with the execution of the Merger Agreement, certain Legacy Humacyte stockholders, who held 77.1% of Legacy Humacyte’s outstanding capital stock, entered into a support agreement pursuant to which they agreed to vote in favor of the Merger, among other items, at a meeting of Legacy Humacyte stockholders called to approve the Merger (or to act by written consent approving the Merger).

Other Transactions

Distribution Agreement with Fresenius Medical Care

In June 2018, Legacy Humacyte entered into a distribution agreement with Fresenius Medical Care, pursuant to which Fresenius Medical Care has the exclusive right to develop outside of the United States and EU and commercialize outside

of the United States, among other things, our 6 millimeter x 42 centimeter HAV and all improvements thereto, and modifications and derivatives thereof (including any changes to the length, diameter, or configuration of the foregoing), referred to as the distribution product, for use in in vascular creation, repair and, replacement or construction (including renal replacement therapy for dialysis access, the treatment of vascular trauma, and the treatment of PAD, but excluding coronary artery bypass graft, pediatric heart surgery, or adhering pancreatic islet cells onto the outer surface of the distribution product for use in diabetic patients).

For additional information regarding the terms of the distribution agreement, see “Business — Distribution.”

Arrangements with Yale University

Legacy Humacyte made research gifts to Yale University of $500,000 in 2018, $422,000 in 2019 and $500,000 in 2020, for use toward research efforts in regenerative medicine.

Legacy Humacyte also entered into three license agreements with Yale University and has made payments of license fees and other expenses to Yale, as described further in the section titled “Business — Intellectual Property.”

Employment Agreement with William Tente

On September 13, 2019, Legacy Humacyte entered into an employment agreement with William Tente, which provides for his at-will employment as our Chief Regulatory Officer.

Tente’s employment agreement provided for an initial annual base salary of $319,300, to be reviewed by Humacyte from time to time.

Tente is also eligible for consideration to receive an annual incentive bonus.

The amount of any bonus will be established annually based on objectives determined by Humacyte and Mr.

Tente, and awarded in the sole discretion of the Humacyte Board.

In general, except in the event that Mr.

Tente’s employment is terminated without cause or he resigns for good reason, Mr.

Tente must remain employed on the date any annual incentive bonus is paid in order to receive such bonus.

In the event that Mr.

Tente’s employment is terminated without cause or he resigns for good reason, including Humacyte’s material breach of Mr.

Tente’s employment agreement or an uncured material adverse change in Mr.

Tente’s compensation, as each such term is defined in his employment agreement, Humacyte will be obligated to pay him (i) an amount equal to six months of his then-current base salary (payable in substantially equal installments on the same payroll schedule applicable to her immediately prior to the termination of his employment) and (ii) a pro rata portion, calculated per diem, of his bonus for the then-current fiscal year (as well as any accrued, earned and unpaid bonus from the preceding fiscal year).

Each of the severance payments described above is subject to Mr.

Tente’s timely execution of a general release of potential claims against Humacyte and his compliance with his non-competition agreement.

Consulting Agreement with Dale Sander

In January 2021, Legacy Humacyte entered into a consulting agreement with Dale Sander.

Under the consulting agreement, Legacy Humacyte paid Mr.

Sander a consulting fee of $25,000 per month and reimbursed his reasonable and documented expenses.

In connection with the entry into this consulting agreement, the Legacy Humacyte board of directors granted to Mr.

Sander an option to purchase 700,000 shares of Legacy Humacyte common stock at an exercise price per share of $2.699.

This consulting agreement was terminated effective as of April 29, 2021.

Principal Accountant Fees and Services

PricewaterhouseCoopers LLP (“PwC”) served as the independent registered public accounting firm of Legacy Humacyte prior to the Merger, and was appointed on August 24, 2021 to serve as Humacyte’s independent registered public accounting firm to audit Humacyte’s consolidated financial statements for the fiscal year ending December 31, 2021.

Marcum LLP (“Marcum”) served as AHAC’s independent registered public accounting firm prior to the Merger.

The following is a summary of the aggregate fees billed for services provided by PwC for the fiscal years ended December 31, 2021 and 2020.

($ in thousands) 2021 2020

$ 580,122 $ 280,000

Audit-related Fees 1,059,513 10,000

Tax Fees 17,630 31,000

All Other Fees

$ 1,660,165 $ 321,000

Audit fees consist of fees billed for professional services rendered by PwC for the audit of our annual consolidated financial statements and review of financial statements included in our Quarterly Reports on Form 10-Q or services that are normally provided by our independent registered accounting firm in connection with statutory and regulatory filings or engagements.

The above amounts include interim review procedures and audit fees, as well as attendance at audit committee meetings.

Audit-Related Fees .

Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees”, including incremental fees related to the Form S-4 for the Merger and other registration statements filed by us.

These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

Tax fees consist of fees billed for professional services rendered by PwC for tax compliance, tax advice, and tax planning.

All Other Fees.

All other fees consist of fees billed for all other services.

The following is a summary of the aggregate fees billed for services provided by Marcum for the fiscal years ended December 31, 2021 and 2020.

($ in thousands) 2021 2020

$ 47,380 $ 40,170

Audit-related Fees 84,718 —

All Other Fees

$ 132,098 $ 40,170

Audit fees consist of fees billed for professional services rendered by Marcum for the audit of AHAC’s annual consolidated financial statements and review of financial statements included in AHAC’s Quarterly Reports on Form 10-Q or services that are normally provided by AHAC’s independent registered accounting firm in connection with statutory and regulatory filings or engagements.

The above amounts include interim review procedures and audit fees, as well as attendance at audit committee meetings.

Audit-Related Fees.

These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

Tax fees consist of fees billed for professional services rendered by Marcum for tax compliance, tax advice, and tax planning.

All Other Fees.

All other fees consist of fees billed for all other services.

Pre-Approval Policy

Our audit committee has responsibility for appointing, setting compensation and overseeing the work of our independent registered public accounting firm.

In recognition of this responsibility, the audit committee has established a policy to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm.

Prior to the engagement of the independent registered public accounting firm, the audit committee pre-approves services by category of service and estimated cost as further noted in the engagement letter.

The fees are budgeted as part of the Company’s annual/periodic budgeting and forecasting process, and the audit committee requires the independent registered public accounting firm and management to report actual fees versus the budget periodically throughout the year by category of service.

During the year, circumstances may arise when it may become necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval.

In those instances, the audit committee requires specific pre-approval before engaging the independent registered public accounting firm for such services.

Prior to the Merger, all of the services listed in the table above provided by Marcum were pre-approved by AHAC in accordance with its policies then in effect.

Following the Merger, all of the services provided by PwC were pre-approved by our audit committee.

Exhibits and Financial Statement Schedules.

(a)The following financial statements are included in this Annual Report on Form 10-K:

(1)List of Financial Statements:

The financial statements required by this item are listed in Item 8, “Financial Statements and Supplementary Data” herein.

(2)List of Financial Statement Schedules:

All financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in the financial statements or notes thereto.

(3)List of Exhibits:

2.1* Business Combination Agreement, dated as of February 17, 2021, by and among Alpha Healthcare Acquisition Corp., Hunter Merger Sub, Inc.

and Humacyte, Inc.

(incorporated by reference to Annex A to the proxy statement/prospectus contained in Humacyte, Inc.’s Registration Statement on S–4/A, filed with the SEC on August 2, 2021).

3.1 Second Amended and Restated Certificate of Incorporation of Humacyte, Inc.

(incorporated by reference to Exhibit 3.1 to Humacyte, Inc.’s Current Report on Form 8–K, filed with the SEC on August 27, 2021).

3.2 By Laws of Humacyte, Inc.

(incorporated by reference to Exhibit 3.2 to Humacyte, Inc.’s Current Report on Form 8–K, filed with the SEC on August 27, 2021).

4.1 Warrant Agreement, dated September 17, 2020, by and between Alpha Healthcare Acquisition Corp.

and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to Alpha Healthcare Acquisition Corp.’s Annual Report on Form 10–K/A, filed with the SEC on May 14, 2021).

4.2 Form of Subscription Agreement (incorporated by reference to Exhibit 10.3 to Humacyte, Inc.’s Registration Statement on S–4/A, filed with the SEC on August 2, 2021).

4.3* Form of Investor Rights and Lock–up Agreement (included in Exhibit 2.1).

4.4 Warrant to Purchase Common Stock, dated March 30, 2021 (incorporated by reference to Exhibit 10.6.1 to Humacyte, Inc.’s Registration Statement on S–4/A, filed with the SEC on June 14, 2021).

4.5 Warrant to Purchase Common Stock, dated March 30, 2021 (incorporated by reference to Exhibit 10.6.2 to Humacyte, Inc.’s Registration Statement on S–4/A, filed with the SEC on June 14, 2021).

Description of the Company’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.

10.1 Form of Lock–up Agreement (incorporated by reference to Exhibit 10.1 to Humacyte, Inc.’s Registration Statement on S–4/A, filed with the SEC on August 2, 2021).

10.2 Loan and Security Agreement, dated March 30, 2021, by and among Silicon Valley Bank, SVB Innovation Credit Fund VIII, L.P.

and Humacyte Global, Inc.

(incorporated by reference to Exhibit 10.6 to Humacyte, Inc.’s Registration Statement on S–4/A, filed with the SEC on June 14, 2021).

10.2.1 First Amendment to Loan and Security Agreement, dated June 30, 2021, by and among Silicon Valley Bank, SVB Innovation Credit Fund VIII, L.P.

and Humacyte Global, Inc.

(incorporated by reference to Exhibit 10.6.1 to Humacyte, Inc.’s Registration Statement on S–4/A, filed with the SEC on July 23, 2021).

10.2.2 Second Amendment to Loan and Security Agreement, dated as of September 17, 2021, by and among Humacyte, Inc., Humacyte Global, Inc., Silicon Valley Bank and SVB Innovation Credit Fund VIII, L.P.

(incorporated by reference to Exhibit 10.2.2 to Humacyte, Inc.’s Registration Statement on Form S–1, filed with the SEC on September 17, 2021).

Distribution Agreement, dated June 25, 2018, by and between Fresenius Medical Care Holdings, Inc.

and Humacyte Global, Inc.

(incorporated by reference to Exhibit 10.6 to Humacyte, Inc.’s Registration Statement on S–4, filed with the SEC on March 23, 2021).

First Amendment to Distribution Agreement, dated October 2, 2019, by and between Fresenius Medical Care Holdings, Inc.

and Humacyte Global, Inc.

(incorporated by reference to Exhibit 10.6.1 to Humacyte, Inc.’s Registration Statement on S–4, filed with the SEC on March 23, 2021).

Second Amendment to Distribution Agreement, effective as of February 16, 2021, by and between Fresenius Medical Care Holdings, Inc.

and Humacyte Global, Inc.

(incorporated by reference to Exhibit 10.6.2 to Humacyte, Inc.’s Registration Statement on S–4, filed with the SEC on March 23, 2021).

Exclusive License Agreement, dated February 25, 2014, by and between Yale University and Humacyte Global, Inc.

(incorporated by reference to Exhibit 10.8 to Humacyte, Inc.’s Registration Statement on S–4/A, filed with the SEC on June 14, 2021).

10.5˄ Exclusive License Agreement, dated August 13, 2019, by and between Yale University and Humacyte Global, Inc.

(incorporated by reference to Exhibit 10.9 to Humacyte, Inc.’s Registration Statement on S–4/A, filed with the SEC on June 14, 2021).

10.6˄ Exclusive License Agreement, dated August 25, 2019, by and between Yale University and Humacyte Global, Inc.

(incorporated by reference to Exhibit 10.10 to Humacyte, Inc.’s Registration Statement on S–4/A, filed with the SEC on June 14, 2021).

10.7˄ Exclusive Patent License Agreement, dated March 14, 2006, between Duke University and Humacyte Global, Inc.

(incorporated by reference to Exhibit 10.10 to Humacyte, Inc.’s Registration Statement on S–4, filed with the SEC on March 23, 2021).

10.7.1˄ First Amendment to Exclusive Patent License Agreement, dated February 25, 2011, between Duke University and Humacyte Global, Inc.

(incorporated by reference to Exhibit 10.10.1 to Humacyte, Inc.’s Registration Statement on S–4, filed with the SEC on March 23, 2021).

10.7.2˄ Second Amendment to Exclusive Patent License Agreement, dated April 24, 2014, between Duke University and Humacyte Global, Inc.

(incorporated by reference to Exhibit 10.10.2 to Humacyte, Inc.’s Registration Statement on S–4, filed with the SEC on March 23, 2021).

10.7.3˄ Third Amendment to Exclusive Patent License Agreement, dated June 26, 2015, between Duke University and Humacyte Global, Inc.

(incorporated by reference to Exhibit 10.10.3 to Humacyte, Inc.’s Registration Statement on S–4, filed with the SEC on March 23, 2021).

10.7.4˄ Fourth Amendment to Exclusive Patent License Agreement, dated January 2, 2018, between Duke University and Humacyte Global, Inc.

(incorporated by reference to Exhibit 10.10.4 to Humacyte, Inc.’s Registration Statement on S–4, filed with the SEC on March 23, 2021).

10.7.5˄ Fifth Amendment to Exclusive Patent License Agreement, dated December 31, 2019, between Duke University and Humacyte Global, Inc.

(incorporated by reference to Exhibit 10.10.5 to Humacyte, Inc.’s Registration Statement on S–4, filed with the SEC on March 23, 2021).

Sixth Amendment to Exclusive Patent License Agreement, dated January 10, 2022, between Duke University and Humacyte Global, Inc.

10.8˄ Supply Agreement, dated January 9, 2014, between SeraCare Life Sciences, Inc.

and Humacyte Global, Inc.

(incorporated by reference to Exhibit 10.11 to Humacyte, Inc.’s Registration Statement on S–4, filed with the SEC on March 23, 2021).

10.8.1˄ First Amendment to Supply Agreement, dated October 12, 2018, between SeraCare Life Sciences, Inc.

and Humacyte Global, Inc.

(incorporated by reference to Exhibit 10.11.1 to Humacyte, Inc.’s Registration Statement on S–4, filed with the SEC on March 23, 2021).

10.8.2˄ * Second Amendment to Supply Agreement, dated March 24, 2021, between SeraCare Life Sciences, Inc.

and Humacyte Global, Inc.

(incorporated by reference to Exhibit 10.12.2 to Humacyte, Inc.’s Registration Statement on S–4/A, filed with the SEC on June 14, 2021).

10.9˄ * Supply Agreement, dated June 1, 2020, between Confluent Medical Technologies and Humacyte Global, Inc.

(incorporated by reference to Exhibit 10.13 to Humacyte, Inc.’s Registration Statement on S–4/A, filed with the SEC on June 14, 2021).

10.10+* Executive Employment Agreement, dated February 3, 2021, between Laura Niklason, M.D., Ph.D.

and Humacyte Global, Inc.

(incorporated by reference to Exhibit 10.13 to Humacyte, Inc.’s Registration Statement on S–4, filed with the SEC on March 23, 2021).

10.11+* Executive Employment Agreement, dated June 19, 2018, between Jeffrey Lawson, M.D.

and Humacyte Global, Inc.

(incorporated by reference to Exhibit 10.14 to Humacyte, Inc.’s Registration Statement on S–4, filed with the SEC on March 23, 2021).

10.11.1+* Amendment to Executive Employment Agreement, dated February 3, 2021, between Jeffrey Lawson, M.D.

and Humacyte Global, Inc.

(incorporated by reference to Exhibit 10.14.1 to Humacyte, Inc.’s Registration Statement on S–4, filed with the SEC on March 23, 2021).

Executive Separation and Release Agreement, dated December 23, 2021, between Jeffrey Lawson, M.D.

and Humacyte, Inc.

10.12+* Executive Employment Agreement, dated September 13, 2019, between Heather Prichard, Ph.D.

and Humacyte Global, Inc.

(incorporated by reference to Exhibit 10.16 to Humacyte, Inc.’s Registration Statement on S–4, filed with the SEC on March 23, 2021).

10.13+ Humacyte, Inc.

2021 Long–Term Incentive Plan (incorporated by reference to Exhibit 10.4 to Humacyte, Inc.’s Current Report on Form 8–K, filed with the SEC on August 27, 2021).

10.13.1+ Form of Stock Option Agreement under Humacyte, Inc.

2021 Long–Term Incentive Plan (incorporated by reference to Exhibit 10.4.1 to Humacyte, Inc.’s Current Report on Form 8–K, filed with the SEC on August 27, 2021).

10.14+ Humacyte, Inc.

2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.5 to Humacyte, Inc.’s Current Report on Form 8–K, filed with the SEC on August 27, 2021).

10.15+ Humacyte, Inc.

Annual Bonus Plan (incorporated by reference to Exhibit 10.8 to Humacyte, Inc.’s Current Report on Form 8–K, filed with the SEC on August 27, 2021).

10.16+ Humacyte, Inc.

2005 Stock Option Plan (incorporated by reference to Exhibit 10.18 to Humacyte, Inc.’s Registration Statement on S–4, filed with the SEC on March 23, 2021).

10.16.1+ First Amendment of Humacyte, Inc.

2005 Stock Option Plan, dated March 31, 2008 (incorporated by reference to Exhibit 10.18.1 to Humacyte, Inc.’s Registration Statement on S–4, filed with the SEC on March 23, 2021).

10.16.2+ Second Amendment of Humacyte, Inc.

2005 Stock Option Plan, dated October 28, 2011 (incorporated by reference to Exhibit 10.18.2 to Humacyte, Inc.’s Registration Statement on S–4, filed with the SEC on March 23, 2021).

10.16.3+ Third Amendment of Humacyte, Inc.

2005 Stock Option Plan, dated November 22, 2013 (incorporated by reference to Exhibit 10.18.3 to Humacyte, Inc.’s Registration Statement on S–4, filed with the SEC on March 23, 2021).

10.16.4+ Form of Incentive Stock Option Agreement under Humacyte, Inc.

2005 Stock Option Plan (incorporated by reference to Exhibit 10.18.4 to Humacyte, Inc.’s Registration Statement on S–4, filed with the SEC on March 23, 2021).

10.16.5+ Form of Nonqualified Stock Option Agreement under Humacyte, Inc.

2005 Stock Option Plan (incorporated by reference to Exhibit 10.18.5 to Humacyte, Inc.’s Registration Statement on S–4, filed with the SEC on March 23, 2021).

10.17+ Humacyte, Inc.

2015 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.19 to Humacyte, Inc.’s Registration Statement on S–4, filed with the SEC on March 23, 2021).

10.17.1+ First Amendment to Humacyte, Inc.

2015 Omnibus Incentive Plan, dated February 23, 2018 (incorporated by reference to Exhibit 10.19.1 to Humacyte, Inc.’s Registration Statement on S–4, filed with the SEC on March 23, 2021).

10.17.2+ Second Amendment to Humacyte, Inc.

2015 Omnibus Incentive Plan, dated June 6, 2018 (incorporated by reference to Exhibit 10.19.2 to Humacyte, Inc.’s Registration Statement on S–4, filed with the SEC on March 23, 2021).

10.17.3+ Form of Incentive Stock Option Agreement under Humacyte, Inc.

2015 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.19.3 to Humacyte, Inc.’s Registration Statement on S–4, filed with the SEC on March 23, 2021).

10.17.4+ Form of Nonqualified Stock Option Agreement under Humacyte, Inc.

2015 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.19.4 to Humacyte, Inc.’s Registration Statement on S–4, filed with the SEC on March 23, 2021).

10.18+ Form of Indemnity Agreement by and between Humacyte, Inc.

and each of its directors and executive officers (incorporated by reference to Exhibit 10.23 to Humacyte, Inc.’s Registration Statement on S–4/A, filed with the SEC on July 1, 2021).

10.19 Lease Agreement, dated December 31, 2015, between ARE–NC Region No.

5, LLC and Humacyte, Inc.

(incorporated by reference to Exhibit 10.22 to Humacyte, Inc.’s Registration Statement on S–4, filed with the SEC on March 23, 2021).

10.19.1 First Amendment to Lease, dated September 30, 2016, between ARE–NC Region No.

5, LLC and Humacyte, Inc.

(incorporated by reference to Exhibit 10.22.1 to Humacyte, Inc.’s Registration Statement on S–4, filed with the SEC on March 23, 2021).

10.19.2 Second Amendment to Lease, dated February 8, 2017, between ARE–NC Region No.

5, LLC and Humacyte, Inc.

(incorporated by reference to Exhibit 10.22.2 to Humacyte, Inc.’s Registration Statement on S–4, filed with the SEC on March 23, 2021).

10.19.3 Third Amendment to Lease, dated April 21, 2017, between ARE–NC Region No.

5, LLC and Humacyte, Inc.

(incorporated by reference to Exhibit 10.22.3 to Humacyte, Inc.’s Registration Statement on S–4, filed with the SEC on March 23, 2021).

10.19.4 Fourth Amendment to Lease, dated October 31, 2017, between ARE–NC Region No.

5, LLC and Humacyte, Inc.

(incorporated by reference to Exhibit 10.22.4 to Humacyte, Inc.’s Registration Statement on S–4, filed with the SEC on March 23, 2021).

21.1 Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to Humacyte, Inc.’s Current Report on Form 8–K, filed with the SEC on August 27, 2021).

Consent of PricewaterhouseCoopers LLP.

Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

The following materials from Humacyte, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021, formatted in Inline XBRL (Inline eXtensible Business Reporting Language):

(i) Consolidated Balance Sheets as of December 31, 2021 and 2020, (ii) Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2021 and 2020,, (iii) Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the years ended December 31, 2021 and 2020, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2021 and 2020, and (v) Notes to Consolidated Financial Statements.

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

___________________________

Filed herewith.

* Annexes, schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

The registrant agrees to furnish supplementally a copy of any omitted attachment to the Securities and Exchange Commission on a confidential basis upon request.

^ Certain confidential information contained in this exhibit, market by brackets, has been omitted because the information (i) is not material and (ii) would be competitively harmful if disclosed.

+ Management contract or compensatory plan or arrangement.

Form 10-K Summary.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, as amended, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

HUMACYTE, INC.

Niklason, M.D., Ph.D.

President and Chief Executive Officer

March 29, 2022

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Name Position Date

Niklason President, Chief Executive Officer and Director

(Principal Executive Officer) March 29, 2022

Niklason, M.D., Ph.D.

Sander Chief Financial Officer, Chief Corporate Development Officer and Treasurer

(Principal Financial and Accounting Officer) March 29, 2022

/s/ Kathleen Sebelius Director March 29, 2022

Kathleen Sebelius

/s/ Gordon M.

Binder Director March 29, 2022

Brown Director March 29, 2022

Brown, M.D., Ph.D.

/s/ Michael T.

Constantino Director March 29, 2022

Dougan Director March 29, 2022

Pope Director March 29, 2022

/s/ Rajiv Shukla Director March 29, 2022

/s/ Max Wallace Director March 29, 2022

Max Wallace, J.D.

/s/ Susan Windham-Bannister Director March 29, 2022

Susan Windham-Bannister, Ph.D.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures