SecProbe.io

CORRESP
 1
 filename1.htm

 September 18, 2025

 Via EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Alan Campbell

 Re: Humacyte, Inc.

 Registration Statement Filed on Form S-3 (the "Registration
 Statement")

 File No. 333-290231

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of
1933, as amended, Humacyte, Inc. (the "Company") hereby respectfully requests that the effective date for the above-referenced
Registration Statement be accelerated to 4:00 p.m., Eastern Time, on September 22, 2025, or as soon as practicable thereafter.

 Please contact Kerry S. Burke of Covington &
Burling LLP at (202) 662-5297 or kburke@cov.com with any questions you may have regarding this request. In addition, please notify Ms.
Burke by telephone when this request for acceleration has been granted.

 Respectfully,

 Humacyte, Inc.

 By:
 /s/ Dale A. Sander

 Name:
 Dale A. Sander

 Title:
 Chief Financial Officer

 cc: Kerry S. Burke, Covington & Burling LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 17, 2025

Dale Sander
Chief Financial Officer
Humacyte, Inc.
2525 East North Carolina Highway 54
Durham, NC 27713

 Re: Humacyte, Inc.
 Registration Statement on Form S-3
 Filed September 12, 2025
 File No. 333-290231
Dear Dale Sander:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Alan Campbell at 202-551-4224 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Kerry S. Burke
</TEXT>
</DOCUMENT>

August 13, 2024
Dale Sander
Chief Financial Officer
Humacyte, Inc.
2525 East North Carolina Hwy 34
Durham, NC 27713
Re:Humacyte, Inc.
Form 10-K for the Year Ended December 31, 2023
Filed March 28, 2024
File No. 001-39532
Dear Dale Sander:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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August 6, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Attention: Christine Torney and Vanessa Robertson

Re: Humacyte, Inc.

 Form 10-K for the Year Ended December 31, 2023

 Filed March 28, 2024

 File No. 001-3953

Dear Mses. Torney and Robertson:

Humacyte, Inc. (the “Company,” “we,” or “our”) hereby submits this letter in response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission, dated July 23, 2024, with respect to the above-referenced filing.

Set forth below is the heading and text of the Staff comment, followed by the Company’s response.

Form 10-K for the fiscal year ended December 31, 2023

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

Research and Development Expenses, page 99

1.You disclose on page 97 that you do not allocate all of your costs by each research and development program. You disclose that a significant amount of your development activities broadly support multiple programs that use your technology platform. Please provide revised disclosure to be included in future filings to clarify which expenses you do allocate by project and clarify if you track any expenses by therapeutic indication. To the extent you do track any research and development expenses by program, provide a breakdown of the expenses tracked by project to be included in future filings.

Response:

The Company respectfully advises the Staff that, in future filings, the Company will revise its disclosure to clarify which expenses are allocated by therapeutic indication. Please refer to Exhibit A for a representative example of the revised disclosure (deleted text shown as stricken and new text shown in italicized and underlined type).

*****

Please do not hesitate to call me if you have any questions or require any additional information.

 Sincerely,

  /s/ Dale A. Sander

 Dale A. Sander

 Chief Financial Officer

cc:  Kerry Shannon Burke, Covington & Burling LLP

Exhibit A

Draft Example Disclosure

Components of Results of Operations

Research and Development Expenses

Since our inception, we have focused our resources on our research and development activities, including conducting preclinical studies and clinical trials, developing our manufacturing process and activities related to regulatory filings for our product candidates. We recognize research and development expenses as they are incurred. Our research and development expenses consist primarily of:

•salaries and related overhead expenses for personnel in research and development functions, including stock-based compensation and benefits;

•fees paid to CROs and consultants and CROs, including in connection with our clinical trials, and other related clinical trial fees, such as for clinical site fees and investigator grants related to patient screening and treatment, conduct of clinical trials, laboratory work and statistical compilation and analysis;

•allocation of facility lease and maintenance costs;

•depreciation of leasehold improvements, laboratory equipment and computers;

•costs related to purchasing raw materials and producing our product candidates for clinical trials;

•costs related to compliance with regulatory requirements;

•costs related to our manufacturing development and expanded-capabilities initiatives; and

•license fees related to in-licensed technologies.

The majority of our research and development resources are currently focused on our Phase 2 and 3 clinical trials for our 6 millimeter ATEV and other work needed to obtain marketing approval for our 6 millimeter ATEV for use for vascular repair, reconstruction and replacement, including indications in vascular trauma and AV access in hemodialysis in the United States. We have incurred and expect to continue to incur significant expenses in connection with these and our other clinical development efforts, including expenses related to regulatory filings, trial enrollment and conduct, data analysis, patient follow up and study report generation for our Phase 2 and Phase 3 clinical trials. We do not allocate all of our costs by each research and development program for which we are developing our cabinet of ATEVs, as a significant amount of our development activities broadly support multiple programs that use our technology platform. We plan to further increase our research and development expenses for the foreseeable future as we continue the development of our proprietary scientific technology platform and our novel manufacturing paradigm

Direct expenses for our vascular trauma, AV Access and PAD indications include costs related to our clinical trials, including fees paid to CROs, consultants, clinical sites and investigators. Costs related to  development activities which broadly support multiple programs using our technology platform, including personnel, materials and supplies, external services costs, and other internal expenses, such as facilities and overhead costs, are not allocated to individual research and development programs. Other research and development expenses reported in the table below include direct costs not identifiable with a specific product candidate, including costs associated with our research and development platform used across programs, process development, manufacturing analytics and preclinical research and development for prospective product candidates and new technologies.

The successful development of our preclinical and clinical product candidates is highly uncertain. At this time, we cannot estimate with any reasonable certainty the nature, timing or costs of the efforts that will be necessary to complete the remainder of the development of any of our preclinical or clinical product candidates or the period, if any, in which material net cash inflows from these product candidates may commence. This is due to the numerous risks and uncertainties associated with the development of our product candidates, including:

•the scope, rate of progress, expense and results of our preclinical development activities, our ongoing clinical trials and any additional clinical trials that we may conduct, and other research and development activities;

•successful patient enrollment in and the initiation and completion of clinical trials;

•the timing, receipt and terms of any marketing approvals from applicable regulatory authorities including the FDA and non-U.S. regulators;

•the extent of any required post-marketing approval commitments to applicable regulatory authorities;

•development of clinical and commercial manufacturing capabilities or making arrangements with third-party manufacturers in order to ensure that it or its third-party manufacturers are able to successfully manufacture our product;

•obtaining, maintaining, defending and enforcing patent claims and other intellectual property rights;

•significant and changing government regulations;

•launching commercial sales of our product candidates, if approved, whether alone or in collaboration with others;

•the degree of market acceptance of any product candidates that obtain marketing approval; and

•maintaining a continued acceptable safety profile following approval, if any, of our product candidates.

A change in the outcome of any of these variables could lead to significant changes in the costs and timing associated with the development of our product candidates. For example, if the FDA or another regulatory authority were to require us to conduct clinical trials beyond those that we currently anticipate being required to conduct in order to complete the clinical development of any of our product candidates, or if we experience significant delays in the enrollment or the conduct of any of our clinical trials, we could be required to expend significant additional financial resources and time on the completion of clinical development.

Results of Operations

Research and Development Expenses

The following table summarizes our research and development expenses for the periods indicated:

 [Period Ended ________,]

  Change

($ in thousands) [202_]  [202_]  $  %

Direct Expenses

Vascular Trauma

AV Access

PAD

Total

Unallocated Expenses

External services

Materials and supplies

Payroll and personnel expenses

Other research and development expenses

Total

Total research and development expenses

July 23, 2024
Dale Sander
Chief Financial Officer
Humacyte, Inc.
2525 East North Carolina Hwy 34
Durham, NC 27713
Re:Humacyte, Inc.
Form 10-K for the Year Ended December 31, 2023
Filed March 28, 2024
File No. 001-39532
Dear Dale Sander:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe
this comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the fiscal year ended December 31, 2023
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Research and Development Expenses, page 99
1.You disclose on page 97 that you do not allocate all of your costs by each research and
development program. You disclose that a significant amount of your development
activities broadly support multiple programs that use your technology platform. Please
provide revised disclosure to be included in future filings to clarify which expenses you
do allocate by project and clarify if you track any expenses by therapeutic indication. To
the extent you do track any research and development expenses by program, provide a
breakdown of the expenses tracked by project to be included in future filings.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

July 23, 2024
Page 2
            Please contact Christine Torney at 202-551-3652 or Vanessa Robertson at 202-551-3649
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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June 16, 2023

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Alan Campbell

Re: Humacyte, Inc.

 Registration Statement Filed on Form S-3 (the “Registration Statement”)

 File No. 333-272550

Ladies and Gentlemen:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended, Humacyte, Inc. (the “Company”) hereby respectfully requests that the effective date for the above-referenced Registration Statement be accelerated to 4:00 p.m., Eastern Time, on June 21, 2023, or as soon as practicable thereafter.

    Please contact Kerry S. Burke of Covington & Burling LLP at (202) 662-5297 or kburke@cov.com with any questions you may have regarding this request. In addition, please notify Ms. Burke by telephone when this request for acceleration has been granted.

 Respectfully,

 Humacyte, Inc.

 By:  /s/ Dale A. Sander

 Name:   Dale A. Sander

 Title:  Chief Financial Officer

cc:  Kerry S. Burke, Covington & Burling LLP

United States securities and exchange commission logo
June 15, 2023
Dale Sander
Chief Financial Officer
Humacyte, Inc.
2525 East North Carolina Highway 54
Durham, NC 27713
Re:Humacyte, Inc.
Registration Statement on Form S-3
Filed June 9, 2023
File No. 333-272550
Dear Dale Sander:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Kerry S. Burke

CORRESP
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September 7, 2022

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Joshua Gorsky

Re: Humacyte, Inc.

 Registration Statement Filed on Form S-3 (the “Registration Statement”)

 File No. 333-267225

Ladies and Gentlemen:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended, Humacyte, Inc. (the “Company”) hereby respectfully requests that the effective date for the above-referenced Registration Statement be accelerated to 4:00 p.m., Eastern Time, on September 9, 2022, or as soon as practicable thereafter.

    Please contact Kerry S. Burke of Covington & Burling LLP at (202) 662-5297 or kburke@cov.com with any questions you may have regarding this request. In addition, please notify Ms. Burke by telephone when this request for acceleration has been granted.

 Respectfully,

 Humacyte, Inc.

 By:  /s/ Dale A. Sander

 Name:   Dale A. Sander

 Title:  Chief Financial Officer

cc:  Kerry S. Burke, Covington & Burling LLP

       Brian K. Rosenzweig, Covington & Burling LLP

CORRESP
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Document

September 7, 2022

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Joshua Gorsky

Re: Humacyte, Inc.

 Registration Statement Filed on Form S-3 (the “Registration Statement”)

 File No. 333-267222

Ladies and Gentlemen:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended, Humacyte, Inc. (the “Company”) hereby respectfully requests that the effective date for the above-referenced Registration Statement be accelerated to 4:00 p.m., Eastern Time, on September 9, 2022, or as soon as practicable thereafter.

    Please contact Kerry S. Burke of Covington & Burling LLP at (202) 662-5297 or kburke@cov.com with any questions you may have regarding this request. In addition, please notify Ms. Burke by telephone when this request for acceleration has been granted.

 Respectfully,

 Humacyte, Inc.

 By:  /s/ Dale A. Sander

 Name:   Dale A. Sander

 Title:  Chief Financial Officer

cc:  Kerry S. Burke, Covington & Burling LLP

       Brian K. Rosenzweig, Covington & Burling LLP

United States securities and exchange commission logo
September 6, 2022
Dale A. Sander
Chief Financial Officer
Humacyte, Inc.
2525 East North Carolina Highway 54
Durham, NC 27713
Re:Humacyte, Inc.
Registration Statement on Form S-3
Filed September 1, 2022
File No. 333-267222
Dear Mr. Sander:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Joshua Gorsky at 202-551-7836 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Kerry S. Burke

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October 21, 2021

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Jordan Nimitz

  Re:
  Humacyte, Inc.

  Registration Statement Filed on Form S-1 (the “Registration Statement”)

  File No. 333-259624

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of
1933, as amended, Humacyte, Inc. (the “Company”) hereby respectfully requests that the effective date for the above-referenced
Registration Statement be accelerated to 4:00 p.m., Eastern Time, on October 25, 2021, or as soon as practicable thereafter.

Please contact Kerry S. Burke of Covington &
Burling LLP at (202) 662-5297 or kburke@cov.com with any questions you may have regarding this request. In addition, please notify Ms.
Burke by telephone when this request for acceleration has been granted.

  Respectfully,

  Humacyte, Inc.

 By:    /s/ Dale A. Sander

 Name: Dale A. Sander

 Title: Chief Financial Officer

cc:  Kerry S. Burke, Covington & Burling LLP

Brian K. Rosenzweig, Covington & Burling LLP

United States securities and exchange commission logo
September 21, 2021
Laura E. Niklason
President and Chief Executive Officer
Humacyte, Inc.
2525 East North Carolina Highway 54
Durham, NC 27713
Re:Humacyte, Inc.
Registration Statement Filed on Form S-1
Filed September 17, 2021
File No. 333-259624
Dear Ms. Niklason:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jordan Nimitz at 202-551-6001 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Kerry Burke, Esq.

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Alpha Healthcare Acquisition Corp.

1177 Avenue of the Americas, 5th Floor

New York, New York 10036

August 3, 2021

VIA EDGAR

Margaret Schwartz

Suzanne Hayes

Michael Fay

Jean Baker

Office of Life Sciences

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Alpha Healthcare Acquisition Corp.

    Acceleration Request for Registration Statement on Form S-4

    File No. 333-254597

    Requested Date:

    August 4, 2021

    Requested Time:

    4:30 p.m. Eastern Time

Dear Ms. Schwartz:

Pursuant to Rule 461 under the Securities Act of 1933,
as amended (the “Act”), Alpha Healthcare Acquisition Corp. (the “Company”) hereby requests that
the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to
August 4, 2021, at 4:30 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP,
request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the
Company acknowledges that it is aware of its responsibilities under the Act.

Once the Registration Statement is effective, please
orally confirm the event with our counsel, Goodwin Procter LLP by calling Laurie Burlingame at (617) 570-1879. We also respectfully request
that a copy of the written order from the Securities and Exchange Commission verifying the effective time and date of the Registration
Statement be sent to our counsel, Goodwin Procter LLP, Attention: Laurie Burlingame, by email at LBurlingame@goodwinlaw.com.

[Remainder of page left intentionally blank]

If you have any questions regarding this request, please
contact Laurie Burlingame of Goodwin Procter LLP at (617) 570-1879.

    Sincerely,

    Alpha Healthcare Acquisition Corp.

    /s/ Rajiv Shukla

    Rajiv Shukla

    Chief Executive Officer

    cc:

    Laurie Burlingame, Esq., Goodwin Procter LLP

    Kerry S. Burke, Covington & Burling LLP

    Brian K. Rosenzweig, Covington & Burling LLP

CORRESP
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August
2, 2021

Suzanne
Hayes

Margaret
Schwartz

Michael
Fay

Jean
Baker

Office
of Life Sciences

Division
of Corporation Finance

Securities
and Exchange Commission

100
F Street, N.E.

Washington, D.C. 20549

 Re: Alpha
                                            Healthcare Acquisition Corp.

                                            Registration Statement on Form S-4

                                            Filed March 23, 2021, Amendment No. 1 Filed June 14, 2021, Amendment No. 2 Filed July 1,
                                            2021, Amendment No. 3 Filed July 23, 2021

                                            File No. 333-254597

Dear
Ms. Hayes:

This
letter is submitted on behalf of Alpha Healthcare Acquisition Corp. (the “Company”) in response to comments of the
staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
with respect to the Company’s Amendment No. 3 to Registration Statement on Form S-4, filed on July 23, 2021 (the “Registration
Statement”), as set forth in the Staff’s letter dated July 29, 2021 to Rajiv Shukla, the Company’s Chief Executive
Officer and Chairman (this “Comment Letter”). The Company is concurrently filing its Amendment No. 4 to Registration
Statement on Form S-4 (the “Amended Registration Statement”), which includes changes to reflect its response to the
Staff’s comment and other updates.

For
reference purposes, the text of this Comment Letter has been reproduced and italicized herein with the response below the numbered comment.
Unless otherwise indicated, the page reference in the description of the Staff’s comment refers to the Registration Statement,
and the page reference in the response refers to the Amended Registration Statement. All capitalized terms used and not otherwise defined
herein shall have the meanings set forth in the Amended Registration Statement. The response provided herein is based upon information
provided to Goodwin Procter LLP by the Company.

Amendment
No. 3 to Registration Statement on Form S-4

Redemption
Rights of AHAC Stockholders, page 9

1.
We note your disclosure that based on funds in the Trust Account of approximately $100,031,770 on the Record Date, the estimated per
share redemption price would have been approximately $9.95. Based on your disclosure on page 69, the estimated per share redemption
price appears to have been calculated using 10,050,000 outstanding Public Shares instead of the 10,000,000 shares issued in your
Initial Public Offering. Please provide us with an explanation of why the estimated per share redemption price may be less than
$10.00 and revise your disclosure as appropriate.

RESPONSE:
The Company respectfully advises the Staff that it has updated the Amended Registration Statement on page 9 and throughout the Amended
Registration to correct the estimated share redemption price to $10.00 per share from $9.95 per share in response to the Staff’s
comment. In reaching the original $9.95 calculation, 50,000 shares of Class A common stock issued to the underwriters of the Company’s
initial public offering in connection with the private placement that was consummated concurrently with such initial public offering
were incorrectly counted as public shares and therefore used in calculating the redemption price. These 50,000 shares should have been
excluded from the redemption price calculation, and once they are excluded, the estimated redemption price as of the record date equals
$10.00 per share.

*
* * * *

Should
you have any further comments or questions with regard to the foregoing, please contact the undersigned at (617) 570-1879.

    Sincerely,

    /s/ Laurie A. Burlingame

    Laurie A. Burlingame, Esq.

 cc: Rajiv
                                            Shukla, Alpha Healthcare Acquisition Corp.

                                            Kerry S. Burke, Covington & Burling LLP

                                            Brian K. Rosenzweig, Covington & Burling LLP

United States securities and exchange commission logo
July 29, 2021
Rajiv Shukla
Chairman and Chief Executive Officer
Alpha Healthcare Acquisition Corp.
1177 Avenue of the Americas
5th Floor
New York, NY 10036
Re:Alpha Healthcare Acquisition Corp.
Amendment No. 3 to Registration Statement on Form S-4
Filed July 23, 2021
File No. 333-254597
Dear Mr. Shukla:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 15, 2021 letter.
Amendment No. 3 to Registration Statement on Form S-4
Redemption Rights of AHAC Stockholders, page 9
1.We note your disclosure that based on funds in the Trust Account of approximately
$100,031,770 on the Record Date, the estimated per share redemption price would have
been approximately $9.95.  Based on your disclosure on page 69, the estimated per share
redemption price appears to have been calculated using 10,050,000 outstanding Public
Shares instead of the 10,000,000 shares issued in your Initial Public Offering.  Please
provide us with an explanation of why the estimated per share redemption price may be
less than $10.00 and revise your disclosure as appropriate.

 FirstName LastNameRajiv Shukla
 Comapany NameAlpha Healthcare Acquisition Corp.
 July 29, 2021 Page 2
 FirstName LastName
Rajiv Shukla
Alpha Healthcare Acquisition Corp.
July 29, 2021
Page 2
            You may contact Michael Fay at 202-551-3812 or Jeanne Baker at 202-551-3691 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Margaret Schwartz at 202-551-7153 or Tim Buchmiller at 202-551-3635 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Laurie A. Burlingame, Esq.

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July 23, 2021

Suzanne Hayes

Margaret Schwartz

Michael Fay

Jean Baker

Office of Life Sciences

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Alpha Healthcare Acquisition Corp.

Registration Statement on Form S-4

Filed March 23, 2021, Amendment No. 1 Filed June 14, 2021, Amendment No. 2 Filed July 1, 2021

File No. 333-254597

Dear Ms. Hayes:

This letter is submitted on behalf
of Alpha Healthcare Acquisition Corp. (the “Company”) in response to comments of the staff of the Division of Corporation
Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect
to the Company’s Amendment No. 2 to Registration Statement on Form S-4, filed on July 1, 2021 (the “Registration Statement”),
as set forth in the Staff’s letter dated July 15, 2021 to Rajiv Shukla, the Company’s Chief Executive Officer and Chairman
(this “Comment Letter”). The Company is concurrently filing its Amendment No. 3 to Registration Statement on Form S-4
(the “Amended Registration Statement”), which includes changes to reflect its response to the Staff’s comment
and other updates.

For reference purposes, the text
of this Comment Letter has been reproduced and italicized herein with the response below the numbered comment. Unless otherwise indicated,
the page reference in the description of the Staff’s comment refers to the Registration Statement, and the page reference in the
response refers to the Amended Registration Statement. All capitalized terms used and not otherwise defined herein shall have the meanings
set forth in the Amended Registration Statement. The response provided herein is based upon information provided to Goodwin Procter LLP
by the Company.

Amendment No. 2 to Registration Statement on Form S-4, Filed July 1,
2021

Opinion of AHAC's Financial Advisor

Certain Projected Financial Information, page 87

1. We have reviewed your revised disclosure in response to prior
comment 2 and reissue the comment, in part. With specific reference to the significant length of the projections and
Humacyte’s current status as a clinical stage company with limited operations and no approved products, please expand your
disclosures to address how the Board used these projections and how/whether its consideration of the projections that extended
beyond the next two years may have differed.

RESPONSE: The Company respectfully advises the Staff that it has updated
the Amended Registration Statement on page 86 in response to the Staff’s comment to further clarify how the Board used the projections,
including its consideration of the projections that extended beyond the immediate few years.

* * * * *

Should you have any further comments
or questions with regard to the foregoing, please contact the undersigned at (617) 570-1879.

  Sincerely,

  /s/ Laurie A. Burlingame

  Laurie A. Burlingame, Esq.

  cc:
  Rajiv Shukla, Alpha Healthcare Acquisition Corp.

  Kerry S. Burke, Covington & Burling LLP

  Brian K. Rosenzweig, Covington & Burling LLP

United States securities and exchange commission logo
July 15, 2021
Rajiv Shukla
Chairman and Chief Executive Officer
Alpha Healthcare Acquisition Corp.
1177 Avenue of the Americas
5th Floor
New York, NY 10036
Re:Alpha Healthcare Acquisition Corp.
Amendment No. 2 to Registration Statement on Form S-4
Filed July 1, 20021
File No. 333-254597
Dear Mr. Shukla:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our June 24, 2021 letter.
Amendment No. 2 to Registration Statement on Form S-4, Filed July 1, 2021
Opinion of AHAC's Financial Advisor
Certain Projected Financial Information, page 87
1.We have reviewed your revised disclosure in response to prior comment 2 and reissue the
comment, in part.  With specific reference to the significant length of the projections and
Humacyte’s current status as a clinical stage company with limited operations and no
approved products, please expand your disclosures to address how the Board used these
projections and how/whether its consideration of the projections that extended beyond the
next two years may have differed.

 FirstName LastNameRajiv Shukla
 Comapany NameAlpha Healthcare Acquisition Corp.
 July 15, 2021 Page 2
 FirstName LastName
Rajiv Shukla
Alpha Healthcare Acquisition Corp.
July 15, 2021
Page 2
            You may contact Michael Fay at 202-551-3812 or Jeanne Baker at 202-551-3691 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Margaret Schwartz at 202-551-7153 or Suzanne Hayes at 202-551-3675 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Laurie A. Burlingame, Esq.

CORRESP
1
filename1.htm

June 30, 2021

Suzanne Hayes

Margaret Schwartz

Michael Fay

Jean Baker

Office of Life Sciences

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Alpha Healthcare Acquisition Corp.

Registration Statement on Form S-4

Filed March 23, 2021, Amendment No. 1 Filed June 14, 2021

File No. 333-254597

Dear Ms. Hayes:

This letter is submitted
on behalf of Alpha Healthcare Acquisition Corp. (the “Company”) in response to comments of the staff of the Division
of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
with respect to the Company’s Amendment No. 1 to Registration Statement on Form S-4, filed on June 14, 2021 (the “Registration
Statement”), as set forth in the Staff’s letter dated June 24, 2021 to Rajiv Shukla, the Company’s Chief Executive
Officer and Chairman (this “Comment Letter”). The Company is concurrently filing its Amendment No. 2 to Registration
Statement on Form S-4 (the “Amended Registration Statement”), which includes changes to reflect responses to the Staff’s
comments and other updates.

For reference purposes, the
text of this Comment Letter has been reproduced and italicized herein with the response below the numbered comment. Unless otherwise indicated,
the page reference in the description of the Staff’s comment refers to the Registration Statement, and the page reference in the
response refers to the Amended Registration Statement. All capitalized terms used and not otherwise defined herein shall have the meanings
set forth in the Amended Registration Statement. The response provided herein is based upon information provided to Goodwin Procter LLP
by the Company.

Amendment No. 1 to Registration Statement on Form S-1, Filed June
14, 2021

Risk Factors

Risks Related to Humacyte’s Business and Industry

Risks Related to the Development and Commercialization of Our Product
Candidates

If SAEs occur or other unacceptable side effects are identified
in our HAV’s we may need to

delay, abandon or limit development..., page 27

1. We note your response to our prior comment number 7 and the revisions
to page 29, where you state that the most frequently reported SAEs related to the HAV for hemodialysis access were vascular graft thrombosis,
vascular graft complications, and venous stenosis, and the most frequently reported SAEs related to the HAV for PAD were vascular graft
complication and graft thrombosis. Please disclose all SAEs, rather then the most frequently reported SAEs and disclose the number of
occurrences. Please provide similar disclosure with respect to the SAEs experienced in your V006 trial where you mention severe infections
on page 184.

RESPONSE: The Company respectfully advises the Staff that it has updated
the Amended Registration Statement on pages 29, 30, 185 and 190 and in response to the Staff’s comment to include a list of all
SAEs experienced.

Opinion of AHAC’s Financial Advisor

Certain Projected Financial Information, page 87

2. We have reviewed your revised disclosure in response to prior
comment 17 and have the following additional comments:

● As previously requested, with specific reference to the significant
length of the projections and Humacyte’s current status as a clinical stage company with limited operations and no approved products,
please expand your disclosures to address how management and the Board determined the reasonableness of the projections. Specifically,
address the reliability of the projections related to the later years presented;

● Identify the assumptions and estimates underlying the four
bullet points on page 87;

● Expand your disclosures to provide additional information
surrounding the specific assumptions and estimates underlying the forecasted information on page 88 to provide investors with sufficient
information to evaluate the projected financial information and its reasonableness. For example:

o Identify the market and geographical regions for the
revenue projections and the specific market growth rates and projected market rate penetrations to help provide additional insight into
the range in these rates underlying the revenue projections. Explain how the market rate growth and market rate penetrations were determined.
Explain the basis for assuming growth rates over such an extended period of time;

o Explain to us the extent you have considered providing
separate projected financial information for each group of product candidates based on their stage of development given the significant
differences in probability rates;

o Explain how projected cost of goods sold were determined.
In this regard, while you indicate they were based on current production costs, we note that you have not yet manufactured commercial
products and the manufacture of your product is complex;

o Explain what you mean by “…product candidates
projected to be developed during the time frame of the projections as well as other research programs.” Are these yet to be identified
projects and programs? If so, explain in more detail the assumptions underlying these projected costs; and

o Please explain in more detail the specific assumptions
underlying the sales and marketing and general and administrative expenses; and

● Relabel the line item “net income” to “unlevered
net income”. Disclose the amount of interest expense excluded from such measure for each period presented or if such amounts cannot
be estimated, explain why not.

RESPONSE: The Company respectfully advises the Staff that it has updated
the Amended Registration Statement on pages 87 – 89
in response to the Staff’s comment. The Company further advises the Staff that Humacyte did consider providing separate projected
financial information on a product candidate by product candidate basis, but elected to provide on an aggregated basis because many key
areas of operation and expense, including production development, manufacturing operations and sales and marketing, are shared among the
different product candidates.

    2

Information about AHAC, page 146

3. We note your reference to backstop agreements that you may enter
into on page 153. Please revise to state whether you have any present intent to enter backstop agreements and, if so, describe purpose
of such agreements and likely parties if known.

RESPONSE: The Company respectfully advises the Staff that it has updated
the Amended Registration Statement on page 154 to remove the reference to backstop agreements as the Company will not be entering into
any backstop agreements in connection with the Business Combination.

Information about Humacyte

Our Clinical and Pre-Clinical Stage Product Pipeline, page 173

4. We note your response to our prior comment number 28.
Please remove the sentence added directly below the table comparing your product to ePTFE and Procol on page 187 or revise it to
remove the comparison given these are not head-to-head studies. Additionally, we note the new disclosure on pages 181-182 regarding
your V001 and V003 trials, the disclosure on pages 183-186 regarding your V0006 trial, and the last sentence on page 186 and related
graphic on page 187 regarding your V007 trial, in each case, comparing either your technology or, with respect to the disclosure on
pages 183- 186, the Eptfe results in your V006 trial, to published studies. Because such data was not based on head to head studies,
please revise your disclosure here and comparisons elsewhere to eliminate the comparison. You may retain any comparison based on the
results of the head-to-head comparison conducted in your V006 trial.

RESPONSE: The Company respectfully advises the Staff that it has updated
the Amended Registration Statement on pages 182 – 188
in response to the Staff’s comment to remove comparisons to published studies.

Proposed Indication #2: Use of the HAV for Arteriovenous Access
for Hemodialysis, page 179

5. Please provide p-values for the results of your V006 and V004
trials, mentioned on pages 182-186 and 189 or explain why you are unable to provide such values.

RESPONSE: The Company respectfully advises the Staff that no p-values
are available for the results of the V006 and V004 trials. The V006 trial was a non-inferiority study, the aim of which is to demonstrate
that a product candidate is not worse than a comparator using the cox proportional hazards test, the results of which were presented in
the Amended Registration Statement. The V004 trial was a single-arm study with no comparator arm, therefore there are no statistical measures
and no p-value.

6. We note your reference on page 183 concerning the safety advantage
of the HAV over ePTFE. Please revise this statement to remove implication that your product candidates are safe, including as compared
to an approved device, as this determination is solely within the authority of the FDA and comparable regulatory bodies.

RESPONSE: The Company respectfully advises the Staff that it has updated
the Amended Registration Statement on page 184 in response to the Staff’s comment.

    3

Proposed Indication #3: Peripheral Arterial Disease, page 18

7. We note your response to our prior comment number 29. Please
revise page 188 to quantify the participant results that were excluded due to death and clarify whether such deaths were deemed to be
related to your product candidates.

RESPONSE: The Company respectfully advises the Staff that it is updated
the Amended Registration Statement on page 188 in response to the Staff’s comment to specify the number of deaths and whether such
deaths were deemed related to the product candidates.

Management of the Combined Company, page 271

8. Please provide the information required by Item 18(a)(7) of Form
S-4 for Todd Pope and a file his consent as appropriate pursuant to Rule 438 of Regulation C under the Securities Act.

RESPONSE: The Company respectfully advises the Staff that it has updated
the Amended Registration Statement on pages 275 – 276
in response to the Staff’s comment and has filed Mr. Pope’s consent pursuant to Rule 438 of Regulation C under the Securities
Act.

Financial Statements of Humacyte, Inc.

14. Subsequent Events, page F-71

9. We have reviewed your revised disclosure in response to prior
comment 36. Please update your disclosure on page 228 to disclose the fair value of your common stock underlying your January 2021 stock
option grants and how such fair value was it was determined. In addition, tell us how this fair value compares to the Equity Value Reference
Range as determined by AHAC’s Financial Advisor and address the reasons

underlying any differences.

RESPONSE: The Company respectfully advises the Staff that it has updated
the Amended Registration Statement on page 229 in response to the Staff’s comment.

* * * * *

Should you have any further
comments or questions with regard to the foregoing, please contact the undersigned at (617) 570-1879.

    Sincerely,

    /s/ Laurie A. Burlingame

    Laurie A. Burlingame, Esq.

    cc:
    Rajiv Shukla, Alpha Healthcare Acquisition Corp.

    Kerry S. Burke, Covington & Burling LLP

    Brian K. Rosenzweig, Covington & Burling LLP

4

United States securities and exchange commission logo
June 24, 2021
Rajiv Shukla
Chairman and Chief Executive Officer
Alpha Healthcare Acquisition Corp.
1177 Avenue of the Americas
5th Floor
New York, NY 10036
Re:Alpha Healthcare Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed June 14, 20021
File No. 333-254597
Dear Mr. Shukla:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 22, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-1, Filed June 14, 2021
Risk Factors
Risks Related to Humacyte's Business and Industry
Risks Related to the Development and Commercialization of Our Product Candidates
If SAEs occur or other unacceptable side effects are identified in our HAV's we may need to
delay, abandon or limit development..., page 27
1.We note your response to our prior comment number 7 and the revisions to page 29,
where you state that the most frequently reported SAEs related to the HAV for
hemodialysis access were vascular graft thrombosis, vascular graft complications, and
venous stenosis, and the most frequently reported SAEs related to the HAV for PAD were

 FirstName LastNameRajiv Shukla
 Comapany NameAlpha Healthcare Acquisition Corp.
 June 24, 2021 Page 2
 FirstName LastNameRajiv Shukla
Alpha Healthcare Acquisition Corp.
June 24, 2021
Page 2
vascular graft complication and graft thrombosis. Please disclose all SAEs, rather then the
most frequently reported SAEs and disclose the number of occurrences. Please provide
similar disclosure with respect to the SAEs experienced in your V006 trial where you
mention severe infections on page 184.
Opinion of AHAC's Financial Advisor
Certain Projected Financial Information, page 87
2.We have reviewed your revised disclosure in response to prior comment 17 and have the
following additional comments:
•As previously requested, with specific reference to the significant length of the
projections and Humacyte’s current status as a clinical stage company with limited
operations and no approved products, please expand your disclosures to address how
management and the Board determined the reasonableness of the projections.
Specifically, address the reliability of the projections related to the later years
presented;
•Identify the assumptions and estimates underlying the four bullet points on page 87;
•Expand your disclosures to provide additional information surrounding the specific
assumptions and estimates underlying the forecasted information on page 88 to
provide investors with sufficient information to evaluate the projected financial
information and its reasonableness.  For example:oIdentify the market and geographical regions for the revenue projections and the
specific market growth rates and projected market rate penetrations to help
provide additional insight into the range in these rates underlying the revenue
projections.   Explain how the market rate growth and market rate penetrations
were determined.  Explain the basis for assuming growth rates over such an
extended period of time;
oExplain to us the extent you have considered providing separate projected
financial information for each group of product candidates based on their stage
of development given the significant differences in probability rates;
oExplain how projected cost of goods sold were determined.  In this regard,
while you indicate they were based on current production costs, we note that
you have not yet manufactured commercial products and the manufacture of
your product is complex;
oExplain what you mean by “…product candidates projected to be developed
during the time frame of the projections as well as other research programs.”
Are these yet to be identified projects and programs?  If so, explain in more
detail the assumptions underlying these projected costs; and
oPlease explain in more detail the specific assumptions underlying the sales and
marketing and general and administrative expenses; and
•Relabel the line item "net income"  to "unlevered net income".  Disclose the amount
of interest expense excluded from such measure for each period presented or if such
amounts cannot be estimated, explain why not.

 FirstName LastNameRajiv Shukla
 Comapany NameAlpha Healthcare Acquisition Corp.
 June 24, 2021 Page 3
 FirstName LastName
Rajiv Shukla
Alpha Healthcare Acquisition Corp.
June 24, 2021
Page 3
Information about AHAC, page 146
3.We note your reference to backstop agreements that you may enter into on page 153.
Please revise to state whether you have any present intent to enter backstop agreements
and, if so, describe purpose of such agreements and likely parties if known.
Information about Humacyte
Our Clinical and Pre-Clinical Stage Product Pipeline, page 173
4.We note your response to our prior comment number 28. Please remove the sentence
added directly below the table comparing your product to ePTFE and Procol on page 187
or revise it to remove the comparison given these are not head-to-head studies.
Additionally, we note the new disclosure on pages 181-182 regarding your V001 and
V003 trials, the disclosure on pages 183-186 regarding your V0006 trial, and the last
sentence on page 186 and related graphic on page 187 regarding your V007 trial, in each
case, comparing either your technology or, with respect to the disclosure on pages 183-
186, the ePTFE results in your V006 trial, to published studies. Because such data was not
based on head to head studies, please revise your disclosure here and comparisons
elsewhere to eliminate the comparison. You may retain any comparison based on the
results of the head-to-head comparison conducted in your V006 trial.
Proposed Indication #2: Use of the HAV for Arteriovenous Access for Hemodialysis, page 179
5.Please provide p-values for the results of your V006 and V004 trials, mentioned on pages
182-186 and 189 or explain why you are unable to provide such values.
6.We note your reference on page 183 concerning the safety advantage of the HAV over
ePTFE. Please revise this statement to remove implication that your product candidates
are safe, including as compared to an approved device, as this determination is solely
within the authority of the FDA and comparable regulatory bodies.
Proposed Indication #3: Peripheral Arterial Disease, page 187
7.We note your response to our prior comment number 29. Please revise page 188 to
quantify the participant results that were excluded due to death and clarify whether such
deaths were deemed to be related to your product candidates.
Management of the Combined Company, page 271
8.Please provide the information required by Item 18(a)(7) of Form S-4 for Todd Pope and a
file his consent as appropriate pursuant to Rule 438 of Regulation C under the Securities
Act.

 FirstName LastNameRajiv Shukla
 Comapany NameAlpha Healthcare Acquisition Corp.
 June 24, 2021 Page 4
 FirstName LastName
Rajiv Shukla
Alpha Healthcare Acquisition Corp.
June 24, 2021
Page 4
Financial Statements of Humacyte, Inc.
14. Subsequent Events, page F-71
9.We have reviewed your revised disclosure in response to prior comment 36.  Please
update your disclosure on page 228 to disclose the fair value of your common stock
underlying your January 2021 stock option grants and how such fair value was it was
determined.  In addition, tell us how this fair value compares to the Equity Value
Reference Range as determined by AHAC's Financial Advisor and address the reasons
underlying any differences.
            You may contact Michael Fay at 202-551-3812 or Jeanne Baker at 202-551-3691 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Margaret Schwartz at 202-551-7153 or Suzanne Hayes at 202-551-3675 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Laurie A. Burlingame, Esq.

CORRESP
1
filename1.htm

June 11, 2021

Suzanne Hayes

Margaret Schwartz

Michael Fay

Jean Baker

Office of Life Sciences

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Alpha Healthcare Acquisition Corp.

Registration Statement on Form S-4

Filed March 23, 2021

File No. 333-254597

Dear Ms. Hayes:

This letter is submitted
on behalf of Alpha Healthcare Acquisition Corp. (the “Company”) in response to comments of the staff of the Division
of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
with respect to the Company’s Registration Statement on Form S-4, filed on March 23, 2021 (the “Initial Registration Statement”),
as set forth in the Staff’s letter dated April 22, 2021 to Rajiv Shukla, the Company’s Chief Executive Officer and Chairman
(this “Comment Letter”). The Company is concurrently filing its Amendment No. 1 to Registration Statement on Form S-4
(the “Amended Registration Statement”), which includes changes to reflect responses to the Staff’s comments and
other updates.

For reference purposes,
the text of this Comment Letter has been reproduced and italicized herein with the response below the numbered comment. Unless otherwise
indicated, the page reference in the description of the Staff’s comment refers to the Initial Registration Statement, and the page
reference in the response refers to the Amended Registration Statement. All capitalized terms used and not otherwise defined herein shall
have the meanings set forth in the Amended Registration Statement. The response provided herein is based upon information provided to
Goodwin Procter LLP by the Company.

Registration Statement on Form S-4, Filed March 23, 2021

Summary

Board’s Reasons for the Business Combination, page 3

 1. We note your statement on page 3 that “[t]he Board considered that Humacyte
can seek accelerated approval for its bioengineered human, acellular tissue-based vessels (“HAVs”) relating to vascular trauma.”
Please remove any implication that Humacyte will receive approval on an accelerated basis and clarify that they might not receive approval
at all. You may instead explain the significance of receiving Fast Track designation. Please also revise to explain the significance of
a priority designation under Public Law 115-92 and an RMAT designation by the FDA.

RESPONSE: The Company respectfully advises
the Staff that it has removed any implication that Humacyte will receive approval on an accelerated basis on pages 3 and 80 of
the Amended Registration Statement in response to the Staff’s comment, and has further indicated that each of these designations
may allow for an accelerated development pathway.

      1

 2. We note your heading on page 3: “Anticipated product launch for trauma
and short vessel trauma in 2023, AV access in 2023 and PAD in 2025.” Please revise to remove any implication that Humacyte’s
product candidates will receive regulatory approval.

RESPONSE: The
Company respectfully advises the Staff that it has revised the disclosure on pages 3 and  81 of the Amended Registration Statement
in response to the Staff’s comment.

 3. Please revise to explain the meaning of patient years of data on page 4 and clarify
that the measure whether it provides information about long term performance.

RESPONSE: The Company respectfully
advises the Staff that it has revised the disclosure on pages 5 and  82 of the Amended Registration Statement in response to the
Staff’s comment, clarifying the meaning of patient years and noting that patient years do not provide any information about
long term performance.

Interests of the Sponsor and AHAC’s Directors and Officers
in the Business Combination, page 10

 4. Please revise the sixth bullet point to quantify the value of all shares held
by the Sponsor and initial shareholders that will become worthless if you fail to consummate an initial business transaction within 24
months of the close of the Initial Public Offering.

RESPONSE: The Company respectfully
advises the Staff that it has revised the disclosure on pages 12 and 90 of the Amended Registration Statement in response to the
Staff’s comment and will provide the value of such securities as of the Record Date, which has not yet been determined.

 5. In the eighth bullet point, please confirm that in the event outstanding loans
to the Sponsor, AHAC’s officers or directors or affiliates are converted into units, that such units would be redeemable by AHAC under
the same terms as warrants issued as components of the units sold in the Initial Public Offering. If they are not redeemable, please revise
the statement that units would be identical to the units issued in the Initial Public Offering.

RESPONSE: The Company respectfully
advises the Staff that it has revised the disclosure on pages 12 and 90 of the Amended Registration Statement in response to the
Staff’s comment.

Risk Factors

Risks Related to Humacyte’s Business and Industry, page
24

 6. Please include risk factor disclosure regarding your reliance on SeraCare Life
Sciences, Inc. as the current single source supplier of human plasma used in your manufacturing process and Confluent Medical Technologies,
Inc. as the current single source supplier of polymer mesh. Alternatively, explain why you believe your reliance on these sole source
suppliers does not present a material risk.

RESPONSE: The Company respectfully advises
the Staff that it has revised the disclosure on page 38 of the Amended Registration Statement in response to the Staff’s comment
to name SeraCare Life Sciences, Inc. and Confluent Medical Technologies, Inc. as sole suppliers of human plasma and polymer mesh, respectively.

      2

If SAEs occur or other unacceptable side effects are identified
in our HAV’s we may need to delay, abandon or limit development ..., page 26

 7. To the extent trial participants have experienced any serious adverse events,
please describe the events and disclose the number of occurrences.

RESPONSE: The Company respectfully
advises the Staff that it has revised the disclosure on page 29 of the Amended Registration Statement in response to the
Staff’s comment.

The Sponsor and AHAC’s officers and directors own AHAC
Common Stock and Warrants..., page 59

 8. Please quantify the out of pocket expenses incurred to date that are reimbursable
if the Business Combination is completed.

RESPONSE: The Company respectfully advises
the Staff that it has revised the disclosure on page 63 of the Amended Registration Statement in response to the Staff’s comment.

AHAC may redeem your unexpired Warrants prior to their exercise...,
page 60

 9. Please revise your risk factor caption to clearly indicate that the Private Placement
Warrants held by the Sponsor and its permitted transferees are not subject to the same risk as these warrants are not redeemable.

RESPONSE: The Company respectfully
advises the Staff that it has revised the disclosure on page 64 of the Amended Registration Statement in response to the
Staff’s comment to clarify that the Private Placement Warrants are not subject to the same risks if held by the Sponsor and
certain other parties.

Proposal 1: The Business Combination Proposal

Background of the
Business Combination, page 70

 10. Please revise to provide a more detailed description of the process used in eliminating
potential business combination candidates as you progressed from “dozens” of candidates to Humacyte. Please provide more detail
on these other potential targets, including with respect to the 16 that executed NDAs, details concerning their industries, size and why
discussions ended on a company-by-company basis.

RESPONSE: The Company respectfully advises
the Staff that it has revised the disclosure on page 75 of the Amended Registration Statement in response to the Staff’s comment.
The Company further advises the Staff that given there were multiple reasons why specific discussions were ended, the Company has provided
a summary of reasons why such discussions were ended as opposed to including this information on a company-by-company basis, as the Company
believes this this level of disclosure provides its stockholders with the key information regarding why discussions with potential business
combinations were terminated without overcomplicating the disclosure with repetitive information.

 11. We note your statement that the Units sold in the Concurrent Private Placement
are identical to the Units sold in the Initial Public Offering. We also not your discussion page 232 that the Private Placement Warrants
are exercisable on a cashless basis and are not redeemable by AHAC so long as they are held by the Sponsor. Please revise to here and
throughout your document to remove the statement that they are identical and highlight the differences between the units issued in the
Initial Public Offering and the units issued privately.

RESPONSE: The Company respectfully advises
the Staff that it has revised the disclosure on page 261 of the Amended Registration Statement and throughout the Amended Registration
Statement, where applicable, in response to the Staff’s comment.

      3

 12. We note your disclosure on page 72 that you reviewed financial information provided
by Humacyte and comparisons to certain publicly traded companies and certain companies acquired in recent mergers and acquisitions transactions,
including “publicly traded comparisons derived from information that had been prepared by investment banks advising regarding the
public equity markets.” Please expand your discussion to provide the following information:

 • Clarify whether the financial information provided by Humacyte included information in addition to the financial projections
provided on page 83.

 • Clarify whether the publicly traded companies were the same as the publicly traded companies disclosed
on page 80.

 • Identify the companies acquired in recent mergers and acquisition transactions.

 • Clarify who identified each group of companies.

 • To the extent you considered additional financial information and additional publicly traded companies,
please expand your discussion to provide the additional information you considered.

 • To the extent the financial information included the projections on page 83, please explain how you
considered the speculative nature of projections over such an extended period.

RESPONSE: The Company respectfully
advises the Staff that it has revised the disclosure on page 77  of the Amended Registration Statement in response to the
Staff’s comment.

 13. We note your disclosure on page 77 that AHAC’s management team its own financial
analysis supporting the equity valuation of Humacyte, which was reviewed by the Board. Please indicate when this analysis and review occurred
and included this financial analysis in your prospectus.

RESPONSE: The Company respectfully
advises the Staff that it has revised the disclosure on page 81 of the Amended Registration Statement in response to the
Staff’s comment to note that AHAC’s management team did not prepare its own separate financial analysis.

Opinion of AHAC’s Financial
Advisor, page 78

 14. Please revise page 80 to provide the criteria used to select the comparable companies.
Please also disclose whether any comparables meeting the selection criteria were excluded from the analyses, and, if so, the reasons for
making such exclusions.

RESPONSE: The Company respectfully
advises the Staff that it has revised the disclosure on pages 85-86 of the Amended Registration Statement in response to the
Staff’s comment.

 15. On page 83 you state that the Humacyte projections are “[p]robability adjusted
for customary regulatory success rates of pre-commercialization products.” Please revise to state the rate used in this adjustment.
Please also revise to provide the date the projections were prepared and explain how Free Cash Flow was calculated.

RESPONSE: The Company respectfully advises
the Staff that it has revised the disclosure on page 88 of the Amended Registration Statement in response to the Staff’s comment.

      4

 16. With respect to the comparable companies analysis, please explain how your advisors
calculated EV/CY revenues through 2026 without the comparable companies’ revenue projections.

RESPONSE: The Company respectfully
advises the Staff that it has revised the disclosure on pages 85 and 86 of the Amended Registration Statement in response to the
Staff’s comment.

Opinion of AHAC’s Financial Advisor

Certain Projected Financial Information, page 81

 17. We note that Humacyte’s management provided internal financial forecasts
regarding Humacyte’s anticipated future operations for fiscal years 2021 through 2034, which incorporated the financial forecasts
prepared by Humacyte management, as adjusted for customary regulatory success rates of pre-commercialization products. We note that you
presented a summary of this information at the top of page 83. We have the following comments regarding this disclosure:

 • Identify the material assumptions and estimates underlying the prospective financial information. For example, please explain the nature
of the adjustments “for probability of regulatory/technical success” and how you arrived at such adjustments.

 • Explain whether Humacyte applied the same regulatory success rates for each of the pre-commercialization
products, and if so, why.

 • Explain the nature of the material assumptions underlying Humacyte’s revenue growth rates,
operating costs and free cash flows; and

 • Explain how management and the Board considered and relied upon the forecasts, particularly in light
of the length of the projections and their current status as a development stage company.

RESPONSE: The Company respectfully
advises the Staff that it has revised the disclosure on pages 87 - 89 of the Amended Registration Statement in response to the
Staff’s comment.

Related Agreements, page 98

 18. Please revise the description of the Investor Rights and Lock-up Agreement on
page 100 to provide more detail concerning the term of the lock-up, the number of shares that will be covered by the registration rights
and describe the provisions related to the New Humacyte Board.

RESPONSE: The Company respectfully advises
the Staff that it has revised the disclosure under “Investor Rights and Lock-up Agreement” on page 106 of the Amended
Registration Statement in response to the Staff’s comment.

The Company respectfully advises the staff
that the number of shares of New Humacyte common stock that will be subject to registration rights is indeterminable at this time. The
identities of the parties to the Investor Rights and Lock-up Agreement (the “Agreement”) will not be finalized until such
time as the Agreement is entered into, which will be concurrent with the consummation of the Business Combination and necessarily at a
time after the effectiveness of the Registration Statement. The number of shares of New Humacyte common stock subject to registration
rights is also contingent upon several additional factors, including the number of shares of Humacyte capital stock ultimately converted
into the right to receive shares of New Humacyte common stock, the number of shares of AHAC Class A Common Stock that parties to the Agreement
may hold at the time of the Business Combination, and whether former holders of Humacyte capital stock receive additional shares of New
Humacyte common stock as contingent consideration pursuant to the terms of the Business Combination Agreement.

      5

Material U.S. Federal income Tax Considerations, page 101

 19. Please revise this section to include a discussion of the material U.S. federal
income tax considerations with respect to the Humacyte shareholders’ share exchange. Refer to Item 4(a)(6) of Form S-4.

RESPONSE: The Company respectfully
advises the Staff that it has revised the disclosure on

United States securities and exchange commission logo
April 22, 2021
Rajiv Shukla
Chairman and Chief Executive Officer
Alpha Healthcare Acquisition Corp.
1177 Avenue of the Americas
5th Floor
New York, NY 10036
Re:Alpha Healthcare Acquisition Corp.
Registration Statement on Form S-4
Filed March 23, 20021
File No. 333-254597
Dear Mr. Shukla:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4, Filed March 23, 2021
Summary
Board's Reasons for the Business Combination, page 3
1.We note your statement on page 3 that “[t]he Board considered that Humacyte can seek
accelerated approval for its bioengineered human, acellular tissue-based vessels (“HAVs”)
relating to vascular trauma.” Please remove any implication that Humacyte will receive
approval on an accelerated basis and clarify that they might not receive approval at all.
You may instead explain the significance of receiving Fast Track designation. Please also
revise to explain the significance of a priority designation under Public Law 115-92 and
an RMAT designation by the FDA.

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Alpha Healthcare Acquisition Corp.
April 22, 2021
Page 2
2.We note your heading on page 3: “Anticipated product launch for trauma and short vessel
trauma in 2023, AV access in 2023 and PAD in 2025.” Please revise to remove any
implication that Humacyte’s product candidates will receive regulatory approval.
3.Please revise to explain the meaning of patient years of data on page 4 and clarify that the
measure whether it provides information about long term performance.
Interests of the Sponsor and AHAC's Directors and Officers in the Business Combination, page
10
4.Please revise the sixth bullet point to quantify the value of all shares held by the Sponsor
and initial shareholders that will become worthless if you fail to consummate an initial
business transaction within 24 months of the close of the Initial Public Offering.
5.In the eight bullet point, please confirm that in the event outstanding loans to the Sponsor,
AHAC's officers or directors or affiliates are converted into units, that such units would be
redeemable by AHAC under the same terms as warrants issued as components of the units
sold in the Initial Public Offering.  If they are not redeemable, please revise the statement
that units would be identical to the units issued in the Initial Public Offering.
Risk Factors
Risks Related to Humacyte's Business and Industry, page 24
6.Please include risk factor disclosure regarding your reliance on SeraCare Life Sciences,
Inc. as the current single source supplier of human plasma used in your manufacturing
process and Confluent Medical Technologies, Inc. as the current single source supplier
of polymer mesh. Alternatively, explain why you believe your reliance on these sole
source suppliers doe not present a material risk.
If SAEs occur or other unacceptable side effects are identified in our HAV's we may need to
delay, abandon or limit development ..., page 26
7.To the extent trial participants have experienced any serious adverse events, please
describe the events and disclose the number of occurrences.
The Sponsor and AHAC's officers and directors own AHAC Common Stock and Warrants...,
page 59
8.Please quantify the our of pocket expenses incurred to date that are reimbursable if the
Business Combination is completed.
AHAC may redeem your unexpired Warrants prior to their exercise..., page 60
9.Please revise your risk factor caption to clearly indicate that the Private Placement
Warrants held by the Sponsor and its permitted transferees are not subject to the same risk
as these warrants ae not redeemable.
Proposal 1: The Business Combination Proposal

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April 22, 2021
Page 3
Background of the Business Combination, page 70
10.Please revise to provide a more detailed description of the process used in eliminating
potential business combination candidates as you progressed from “dozens” of candidates
to Humacyte. Please provide more detail on these other potential targets, including with
respect to the 16 that executed NDAs, details concerning their industries, size and why
discussions ended on a company-by-company basis.
11.We note your statement that the Units sold in the Concurrent Private Placement are
identical to the Units sold in the Initial Public Offering.  We also not your discussion page
232 that the Private Placement Warrants are exercisable on a cashless basis and are not
redeemable by AHAC so long as they are held by the Sponsor.  Please revise to here and
throughout your document to remove the statement that they are identical and highlight
the differences between the units issued in the Initial Public Offering and the units issued
privately.
12.We note your disclosure on page 72 that you reviewed financial information provided by
Humacyte and comparisons to certain publicly traded companies and certain companies
acquired in recent mergers and acquisitions transactions, including "publicly traded
comparisons derived from information that had been prepared by investment banks
advising regarding the public equity markets."  Please expand your discussion to provide
the following information:
•Clarify whether the financial information provided by Humacyte included
information in addition to the financial projections provided on page 83.
•Clarify whether the publicly traded companies were the same as the publicly traded
companies disclosed on page 80.
•Identify the companies acquired in recent mergers and acquisition transactions.
•Clarify who identified each group of companies.
•To the extent you considered additional financial information and additional publicly
traded companies, please expand your discussion to provide the additional
information you considered.
•To the extent the financial information included the projections on page 83, please
explain how you considered the speculative nature of projections over such an
extended period.

13.We note your disclosure on page 77 that AHAC's management team its own financial
analysis supporting the equity valuation of Humacyte, which was reviewed by the Board.
Please indicate when this analysis and review occurred and included this financial analysis
in your prospectus.
Opinion of AHAC's Financial Advisor, page 78
14.Please revise page 80 to provide the criteria used to select the comparable companies..
Please also disclose whether any comparables meeting the selection criteria were excluded

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Alpha Healthcare Acquisition Corp.
April 22, 2021
Page 4
from the analyses, and, if so, the reasons for making such exclusions.
15.On page 83 you state that the Humacyte projections are "[p]robability adjusted for
customary regulatory success rates of pre-commercialization products." Please revise to
state the rate used in this adjustment. Please also revise to provide the date the projections
were prepared and explain how Free Cash Flow was calculated.
16.With respect to the comparable companies analysis, please explain how your advisors
calculated EV/CY revenues through 2026 without the comparable companies' revenue
projections.
Opinion of AHAC's Financial Advisor
Certain Projected Financial Information, page 81
17.We note that Humacyte’s management provided internal financial forecasts regarding
Humacyte’s anticipated future operations for fiscal years 2021 through 2034, which
incorporated the financial forecasts prepared by Humacyte management, as adjusted for
customary regulatory success rates of pre-commercialization products.  We note that you
presented a summary of this information at the top of page 83.  We have the following
comments regarding this disclosure:
•Identify the material  assumptions and estimates underlying the prospective financial
information.  For example, please explain the nature of the adjustments  “for
probability of regulatory/technical success” and how you arrived at such
adjustments.
•Explain whether Humacyte applied the same regulatory success rates for each of the
pre-commercialization products, and if so, why.
•Explain the nature of the material assumptions underlying Humacyte’s revenue
growth rates, operating costs and free cash flows; and
•Explain how management and the Board considered and relied upon the forecasts,
particularly in light of the length of the projections and their current  status as a
development stage company.

Related Agreements, page 98
18.Please revise the description of the Investor Rights and Lock-up Agreement on page 100
to provide more detail concerning the term of the lock-up, the number of shares that will
be covered by the registration rights and describe the provisions related to the New
Humacyte Board.
Material U.S. Federal income Tax Considerations, page 101
19.Please revise this section to include a discussion of the material U.S. federal income tax
considerations with respect to the Humacyte shareholders' share exchange. Refer to Item
4(a)(6) of Form S-4.

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April 22, 2021
Page 5
Unaudited Pro Forma Condensed Combined Financial Information
General, page 107
20.We note from your Item 7.01 Form 8-K filed April 14, 2021, that Humacyte closed on a
secured debt financing facility with Silicon Valley Bank for up to $50 million, of which
the first $20 million was funded at closing.  Please address the need to reflect this
transaction within your pro forma financial statements.
Basis of Pro Forma Presentation , page 108
21.Please provide in tabular form the number of shares underlying the not yet exercisable
warrants and unvested stock option awards.
2. Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Financial
Information, page 115
22.We note the $20 million preliminary estimated payment of direct and incremental
transaction costs incurred prior to or concurrent with the Business Combination and PIPE
investment.  Please separately disclose the amounts of such costs related to the Business
Combination and PIPE.  Address the need to reflect the Business Combination transaction
costs within your pro forma statement of operations pursuant to Rule 11-02(a)(i)(6)(B) of
Regulation S-X
3. Loss Per Share, page 117
23.Please quantify the outstanding options, warrants and Contingent Consideration shares
that are not included in the calculation of diluted earnings per share.
4. Contingent Consideration, page 117
24.Please disclose the Price Targets and the number of shares to be issued if those Price
Targets are met.  Please also disclose the underlying accounting for the Contingent
Consideration.  Ensure that you explain that the Contingent Consideration will be
remeasured to fair value at each reporting date and such changes in fair value will be
recognized in earnings.  Clarify, if true, that such changes could be material to future
results of operations.
Information about Humacyte
Business Overview, page 150
25.We note your statement on pages 2 and 150 that your technology platform is “best-in-
class.” This term suggests that your product candidates are effective and likely to be
approved. Please delete this reference. If your use of the term was designed to convey
your belief that your product candidates are based on a differentiated technology or
approach, you may further discuss how your technology or approach differs from those of
your competitors.

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Our Market Opportunity, page 153
26.Please provide quantitative and monetary support for the market size valuations you
provide on pages 154-155, except for Type 1 Diabetes.
Our Clinical and Pre-Clinical Stage Product Pipeline, page 155
27.Please provide a definition for primary and secondary patency on pages 156-157.
28.We note the presentation of tables comparing your technology to published studies of
alternative treatments.  To the extent the data was not compiled based on head to head
studies, please revise your disclosure to eliminate the comparison.  Please note, you may
present efficacy and rate of infection for alternative treatments but you cannot compare
that information to Humacyte clinical trial results.
Proposed Indication #3: Peripheral Arterial Disease, page 165
29.Please revise to explain the meaning of the following statement on page 166: “after
censoring for deaths, we observed a strong tolerability profile….”
Intellectual Property, page 175
30.Please revise to cite the foreign jurisdictions covered by your patents and pending patent
applications.
31.Please revise pages 176-178 to provide the amount of the upfront fee, maintenance fees
and milestone fees paid and payable to Yale University under each of the three license
agreements. Additionally, we note the agreements expire on a country-by-country basis on
the date on which the last of the patents in such country expires, lapses or is declared
invalid. Please revise to state when these patents are due to expire.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Result of Operations, page 196
32.We note that Humacyte does not allocate research and development costs by program.
Please explain to us how R&D costs are managed and how they are reported within
the organization.  Please clarify if costs are tracked by other classifications, such as
salaries and related overhead expenses for personnel in research and development
functions, fees paid to consultants and CROs and other categories such as those listed on
page 194.  If so, please provide this additional information for each period presented.
Comparison of Stockholders' Rights, page 233
33.We note that your forum selection provision on page 240 identifies the Court of Chancery
of the State of Delaware as the exclusive forum for certain litigation, including any
“derivative action.” Please disclose whether this provision applies to actions arising under
the Securities Act. Please be sure to reconcile this disclosure with Annex C-5, which

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Page 7
states that the provision does not apply to claims arising under the Securities Act.
Audited Financial Statements of Humacyte, Inc.
Grant Revenue, page F-28
34.Please provide in the disclosure a brief narrative for each of the awarded grants.  As part
of the narrative, include material terms and provisions.
12. Commitments and Contingencies, page F-44
35.Please disclose the amount of annual maintenance fees the Company has agreed to pay
Yale.
14. Subsequent Events, page F-48
36.Please disclose the approximate amount of any additional stock compensation that will be
recorded as a result of t