0001104659-21-116962 | S-1 | XBRL Viewer

Significant Accounting Policies

Note 2 — Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the

instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A filed with the SEC on May 14, 2021, as well as the Company’s Current Reports on Form 8-K. The interim results for the six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods.

Emerging Growth Company Status

The 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.

Further, 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. The 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.

Use of Estimates

The 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.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

Marketable Securities Held in Trust Account

At June 30, 2021, the Trust Account had $100,031,414 held in marketable securities. During period January 1, 2021 to June 30, 2021, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations.

Concentration of Credit Risk

Financial 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 June 30, 2021 and December 31, 2020, the Company has not experienced losses on this account.

Common Stock Subject to Possible Redemption

The 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’ equity. 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 June 30, 2021, 7,870,157 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.

Net Loss per Common Stock

Net 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 June 30, 2021, 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 earnings. 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.

Below is a reconciliation of the net income per common share:


	For the		For the
	three months		six months
	ended		ended,
	June 30,		June 30,
	2021		2021
Numerator Earnings allocable to Class A common stock
Interest income on Trust account	$	1,187	$	11,592
Class A common stock net earnings	$	1,187	$	11,592
Denominator: Weighted average Class A shares
Class A Common stock, basic and diluted		7,841,024		8,315,869
Earnings/basic and diluted per share Class A common stock	$	0.00	$	0.00
Numerator: Net income (loss) minus Earnings allocable to Class A common stock
Net income (loss)	$	286,223	$	(9,149,309)
Less : Earnings allocable to Class A common stock		(1,187)		(11,592)
Class B net income (loss)	$	285,036	$	(9,160,901)
Denominator: weighted average Class B common stock
Class B common stock, basic and diluted		4,984,843		4,539,131
Income/Basic and diluted per share Class B common stock	$	0.06	$	(2.02)

Offering Costs

The 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 of the IPO. Accordingly, on September 22, 2020, offering costs totaling $4,289,471 have been charged to stockholders’ equity (consisting of $2,000,000 of underwriting fee, $1,959,758 of deferred underwriting fee and $329,713 of other offering costs). Of the total transaction cost $317,023 was expensed as non-operating expenses in that statement of operations with the rest of the offering cost charged to stockholders’ equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A common stock.

Fair Value of Financial Instruments

The 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.

Derivative warrant liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

The Company accounts for its 5,177,500 common stock warrants issued in connection with its Initial Public Offering (5,000,000) and Private Placement (152,500) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued by the Company in connection with the Public Offering and Private Placement has been estimated using Monte-Carlo simulations at each measurement date.

Income Taxes

The 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.

ASC 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.

The 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 June 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company has identified the United States as its only “major” tax jurisdiction.

The 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.

Recent Accounting Standards

Management 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.

Note 3 — Significant Accounting Policies

Basis of Presentation

The 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. Securities 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.

Emerging Growth Company Status

Use of Estimates

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

Marketable Securities Held in Trust Account

At 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 obligations.

Note 3 — Significant Accounting Policies (continued)

The 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.

A 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’ fair value. 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.

Premiums 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

Financial 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.

Common Stock Subject to Possible Redemption

The 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’ equity. 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, 8,801,384 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.

Net Loss per Common Stock

Net 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 earnings. 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.

Note 3 — Significant Accounting Policies (continued)

Below is a reconciliation of the net income per common share:


	For the period
	From
	July 1,
	2020
	(Inception)
	through
	December 31,
	2020
Numerator Earnings allocable to Class A common stock subject to possible redemption
Interest income on Trust account	$	16,161
Class A common stock subject to possible redemption net earnings	$	16,161
Denominator: Weighted average Class A shares subject to possible redemption
Class A Common stock subject to possible redemption, basic and diluted		6,338,515
Earnings/basic and diluted per share Class A common stock subject to possible redemption	$	0.00
Numerator: Net income minus Earnings allocable to Class A common stock subject to possible redemption
Net income (loss)	$	1,419,645
Less: Earnings allocable to Class A common stock subject to possible redemption		16,161
Non-redeemable ordinary shares net income	$	1,403,484
Denominator: weighted average Non-redeemable ordinary shares
Non-redeemable ordinary shares, basic and diluted		2,500,000
Income/Basic and diluted per share Non-redeemable ordinary shares	$	0.56

Offering Costs

The 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 of the IPO. Accordingly, on December 31, 2020, offering costs totaling $4,289,471 have been charged to stockholders’ equity (consisting of $2,000,000 of underwriting fee, $1,959,758 of deferred underwriting fee and $329,713 of other offering costs). Of the total transaction cost $317,023 was expensed as non-operating expenses in that statement of operations with the rest of the offering cost charged to stockholders’ equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A common stock.

Fair Value of Financial Instruments

Derivative warrant liabilities

Note 3 — Significant Accounting Policies (continued)

The Company accounts for its 5,152,500 common stock warrants issued in connection with its Initial Public Offering (5,000,000) and Private Placement (152,500) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued by the Company in connection with the Public Offering and Private Placement has been estimated using Monte-Carlo simulations at each measurement date.

Income Taxes

The 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.

The Company has identified the United States as its only “major” tax jurisdiction.

Recent Accounting Standards

Management 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

6 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Initial Public Offering

Initial Public Offering

Note 3 — Initial Public Offering

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 8).

Note 4 — Initial Public Offering

Pursuant 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 9).

Private Placement

6 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Private Placement

Private Placement

Note 4 — 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.

The 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. In addition, 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.

The 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.

Note 5 — Private Placement

Note 5 — Private Placement (continued)

Related Party Transactions

6 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Related Party Transactions

Commitments & Contingencies

Note 5 — Related Party Transactions

Founder Shares

On 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 June 30, 2021 and December 31, 2020, 2,500,000 shares of common stock (the “Founder Shares”) are issued and outstanding.

Promissory Note — Related Party

Administrative Service Fee

The 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 support. This arrangement will terminate upon completion of a business combination or the liquidation of the Company. For the six months ended June 30, 2021, the Company incurred $60,000 in administrative service fee.

Related Party Loans

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.

Note 6 — Related Party Transactions

Founder Shares

On 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.

Promissory Note — Related Party

On 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.

Administrative Service Fee

The 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 support. This arrangement will terminate upon completion of a business combination or the liquidation of the Company. For the 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.

Note 6 — Related Party Transactions (continued)

Related Party Loans

In 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

6 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Commitments and Contingencies.

Note 6 — Commitments & Contingencies

Registration Rights

The 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. In addition, 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.

Underwriters Agreement

On 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.

In 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; provided, that all such payments to other FINRA member firms may only be made if permitted under applicable law.

The 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%; and (b) any 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 June 30, 2021, the Company accrued a deferred underwriting fee of $2,122,723.

Legal Matters

The 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 in time. 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.

Note 7 — Commitments & Contingencies

Registration Rights

Underwriters Agreement

On 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.

The 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%; and (b) any 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 $1,959,758 assuming no over-allotment is exercised.

Note 7 — Commitments & Contingencies (continued)

Legal Matters

Stockholder's Deficit

6 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Stockholders' Deficit

Stockholder's Equity

Note 7 — Stockholder’s Equity

Preferred Stock — The Company is authorized to issue a total of 1,000,000 shares of preferred stock at par value of $0.0001 each. At June 30, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding.

Class 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 June 30, 2021 and December 31, 2020, there were 2,484,843 and 1,553,616 shares issued and outstanding (excluding 7,870,157 and 8,801,384 shares subject to possible redemption)

Class 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 June 30, 2021 and December 31, 2020, there were 2,500,000 shares of Class B common stock issued or outstanding.

Both 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.

Class 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 herein. 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.

The holders of the founder shares have agreed not to transfer, assign or sell any of their founder shares 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 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.

Note 8 — Stockholder’s Deficit

Preferred Stock — The Company is authorized to issue a total of 1,000,000 shares of preferred stock at par value of $0.0001 each. At December 31, 2020, there were no shares of preferred stock issued or outstanding.

Class 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 1,553,616 shares issued and outstanding (excluding 8,801,384 shares subject to possible redemption)

Class 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.

Both 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.

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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Warrants

6 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Warrants

Warrants

Note 8 — Warrants

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.

The 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; iii) if, 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 Act.

If 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.

The 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.

Note 9 — Warrants

Investment Held in Trust Account

6 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Investment Held in Trust Account

Note 10 — Investment Held in Trust Account

As of June 30, 2021, Company’s Trust Account consisted of Mutual Funds solely.

As of December 31, 2020, investment in the Company’s Trust Account consisted of $29,851 in Mutual Funds and $99,986,310 in U.S. 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:

	Carrying				Fair Value
	Value as of		Gross		as of
	December 31,		Unrealized		December 31,
	2020		Losses		2020
Mutual Funds	$	29,851	$	—	$	29,851
U.S.Treasury Securities		99,986,310		(3,310)		99,983,000
	$	100,016,161	$	(3,310)	$	100,012,851

Note 10 — Investment Held in Trust Account

	Carrying Value as of		Gross		Fair Value as of
	December 31,		Unrealized		December 31,
	2020		Losses		2020
Mutual Funds	$	29,851	$	—	$	29,851
U.S. Treasury Securities		99,986,310		(3,310)		99,983,000
	$	100,016,161	$	(3,310)	$	100,012,851

Income Tax

6 Months Ended

Dec. 31, 2020

Income Taxes

Income Tax

Note 11 — Income Tax

The Company’s net deferred tax assets are as follows:

	December 31,
	2020
Deferred tax asset
Organizational costs/Startup expenses	$	28,570
Federal Net Operating loss		20,430
Total deferred tax asset		49,000
Valuation allowance		(49,000)
Deferred tax asset, net of allowance	$	—

The income tax provision consists of the following:


	December 31,
	2020
Federal
Current	$	—
Deferred		(49,000)
State
Current		—
Deferred		—
Change in valuation allowance		(49,000)
Income tax provision	$	—

The Company’s net operating loss carryforward as of December 31, 2020 amounted to $102,284 and will be carried forward indefinitely.

In 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.

Note 11 — Income Tax (continued)

A 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	21.0	%
State taxes, net of federal tax benefit	0.0	%
Change in fair value of warrant liabilities	(29.1)	%
Offering expenses	4.6	%
Change in valuation allowance	3.5	%
Income tax provision	—	%

The 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.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Fair Value Measurements

6 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Fair Value Measurements

Note 9 — Fair Value Measurements

Fair 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:

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Level 2, 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 not active; and

●

Level 3, 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.

The Company’s Private Placement Warrant liability at June 30, 2021 and December 31, 2020 and Public Warrant liability at December 31, 2020 is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The Company’s warrant liability for the Public Warrants at June 30, 2021 is based on quoted prices (unadjusted) with less volume and transaction frequency than active markets. The fair value of the Public Warrant liability is classified within Level 1 of the fair value hierarchy. For the period ended December 31, 2020 there were no reclassifications into Level 1, Level 2 or Level 3. For the period ending March 31, 2021 the Public Warrants were reclassified from a Level 3 to a Level 1 classification. No other reclassifications occurred during the period ending June 30, 2021.

The following tables presents fair value information as of June 30, 2021 and December 31, 2020 of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


			Quoted		Significant		Significant
			Prices In		Other		Other
			Active		Observable		Unobservable
	June 30,		Markets		Inputs		Inputs
	2021		(Level 1)		(Level 2)		(Level 3)
Description
Assets:
Mutual Funds held in Trust Account		100,031,414		100,031,414		—		—
	$	100,031,414	$	100,031,414	$	—	$	—
Liabilities
Warrant liabilities - Public Warrants		14,000,000		14,000,000		—		—
Warrant liabilities – Private Warrants		465,458		—		—		465,458
	$	14,465,458	$	14,000,000	$	—	$	465,458


			Quoted		Significant		Significant
			Prices In		Other		Other
			Active		Observable		Unobservable
	December 31,		Markets		Inputs		Inputs
	2020		(Level 1)		(Level 2)		(Level 3)
Description
Assets:
Mutual Funds held in Trust Account		29,851		29,851		—		—
U.S. Treasury Securities		99,983,000		99,983,000
	$	100,012,851	$	100,012,851	$	—	$	—

Liabilities
Warrant liabilities - Public Warrants		5,750,000		—		—		5,750,000
Warrant liabilities – Private Warrants		288,351		—		—		288,351
	$	6,038,351	$	—	$	—	$	6,038,351

The Company utilizes a Monte Carlo simulation model to value the Private Warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.

The aforementioned warrant liabilities are not subject to qualified hedge accounting.

The following table provides quantitative information regarding Level 3 fair value measurements:


	At			At
	June 30,			December 31,
	2021			2020
Stock price	$	10.83		$	10.17
Strike price	$	11.5		$	11.5
Term (in years)		5.12			5.13
Volatility		36.0	%		24.4	%
Risk-free rate		0.74	%		0.38	%
Dividend yield		0.0	%		0.0	%

The following table presents the changes in the fair value of warrant liabilities:


			Private		Warrant
	Public		Placement		Liabilities
Fair value as of December 31, 2020		5,750,000		288,351		6,038,351
Change in valuation inputs or other assumptions		8,250,000		177,107		8,427,107
Fair value as of June 30, 2021	$	14,000,000	$	465,458	$	14,465,458

Note 12 — Fair Value Measurements

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

The 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:


			Quoted		Significant		Significant
			Prices In		Other		Other
			Active		Observable		Unobservable
	December 31,		Markets		Inputs		Inputs
	2020		(Level 1)		(Level 2)		(Level 3)
Description
Assets:
Mutual Funds held in Trust Account	$	29,851	$	29,851	$	—	$	—
U.S. Treasury Securities held in Trust Account		99,983,000		99,983,000		—		—
Liabilities:
Warrant liabilities (Restated)		6,038,351		—		—		6,038,351
	$	106,051,202	$	100,012,851	$	—	$	6,038,351

Note 12 — Fair Value Measurements (continued)

The Company utilizes a Monte Carlo simulation model to value the warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.

The aforementioned warrant liabilities are not subject to qualified hedge accounting.

There were no transfers between Levels 1, 2 or 3 during the year ended December 31, 2020.

The following table provides quantitative information regarding Level 3 fair value measurements:


	At
	September 22,
	2020			At			At
	(Initial			September 30,			December 31,
	Measurement)			2020			2020
Stock price	$	9.26		$	9.14		$	10.17
Strike price	$	11.50		$	11.50		$	11.50
Term (in years)		5.42			5.38			5.13
Volatility		24.4	%		24.4	%		24.4	%
Risk-free rate		0.33	%		0.32	%		0.38	%
Dividend yield		0.0	%		0.0	%		0.0	%

The following table presents the changes in the fair value of warrant liabilities:


			Private		Warrant
	Public		Placement		Liabilities
Fair value as of July 1, 2020	$	—	$	—	$	—
Initial measurement on September 18, 2020		7,770,722		237,630		8,008,352
Change in valuation inputs or other assumptions		(215,870)		(7,056)		(217,979)
Fair value as of September 30, 2020		7,554,852		230,574		7,790,373
Change in valuation inputs or other assumptions		(1,804,852)		52,830		(1,752,022)
Fair value as of December 31, 2020	$	5,750,000	$	288,351	$	6,038,351

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

Subsequent Events

6 Months Ended

Dec. 31, 2020

Subsequent Events [Abstract]

Subsequent Events

Note 13 — Subsequent Events

The 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.

Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Emerging Growth Company Status

Basis of Presentation

Emerging Growth Company Status

Use of Estimates

Marketable Securities Held in Trust Account

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

Marketable Securities Held in Trust Account

Note 3 — Significant Accounting Policies (continued)

Common Stock Subject to Possible Redemption

Concentration of Credit Risk

Financial 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.

Common Stock Subject to Possible Redemption

The 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’ equity. 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, 8,801,384 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.

Net Loss per Common Stock

Net Loss per Common Stock

Below is a reconciliation of the net income per common share:


	For the		For the
	three months		six months
	ended		ended,
	June 30,		June 30,
	2021		2021
Numerator Earnings allocable to Class A common stock
Interest income on Trust account	$	1,187	$	11,592
Class A common stock net earnings	$	1,187	$	11,592
Denominator: Weighted average Class A shares
Class A Common stock, basic and diluted		7,841,024		8,315,869
Earnings/basic and diluted per share Class A common stock	$	0.00	$	0.00
Numerator: Net income (loss) minus Earnings allocable to Class A common stock
Net income (loss)	$	286,223	$	(9,149,309)
Less : Earnings allocable to Class A common stock		(1,187)		(11,592)
Class B net income (loss)	$	285,036	$	(9,160,901)
Denominator: weighted average Class B common stock
Class B common stock, basic and diluted		4,984,843		4,539,131
Income/Basic and diluted per share Class B common stock	$	0.06	$	(2.02)

Net Loss per Common Stock

Net 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 earnings. 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.

Note 3 — Significant Accounting Policies (continued)

Below is a reconciliation of the net income per common share:


	For the period
	From
	July 1,
	2020
	(Inception)
	through
	December 31,
	2020
Numerator Earnings allocable to Class A common stock subject to possible redemption
Interest income on Trust account	$	16,161
Class A common stock subject to possible redemption net earnings	$	16,161
Denominator: Weighted average Class A shares subject to possible redemption
Class A Common stock subject to possible redemption, basic and diluted		6,338,515
Earnings/basic and diluted per share Class A common stock subject to possible redemption	$	0.00
Numerator: Net income minus Earnings allocable to Class A common stock subject to possible redemption
Net income (loss)	$	1,419,645
Less: Earnings allocable to Class A common stock subject to possible redemption		16,161
Non-redeemable ordinary shares net income	$	1,403,484
Denominator: weighted average Non-redeemable ordinary shares
Non-redeemable ordinary shares, basic and diluted		2,500,000
Income/Basic and diluted per share Non-redeemable ordinary shares	$	0.56

Offering Costs

Offering Costs

Derivative warrant liabilities

Fair Value of Financial Instruments

Derivative warrant liabilities

Note 3 — Significant Accounting Policies (continued)

Recent Accounting Standards

Income Taxes

The Company has identified the United States as its only “major” tax jurisdiction.

Income Taxes

The 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.

The Company has identified the United States as its only “major” tax jurisdiction.

Recent Accounting Standards

Management 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.

Recent Accounting Standards

Management 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.

Restatement of Previously Issued Financial Statements (Tables)

6 Months Ended

Dec. 31, 2020

Restatement Of Previously Issued Financial Statements

Schedule of restatement of previously issued balance sheet


As of December 31, 2020	As Reported		Adjustment		As Adjusted
Balance Sheet
Warrant Liabilities	$	—	$	6,038,351	$	6,038,351
Deferred underwriting fee		1,847,788		111,970		1,959,758
Total Liabilities		2,095,733		6,150,321		8,246,054
Shares Subject to Redemption		94,164,160		(6,150,321)		88,013,840
Class A Common Stock		94		62		156
Class B Common Stock		250		—		250
Additional Paid in Capital		5,232,995		(1,653,041)		3,579,954
(Accumulated Deficit)/Retained Earnings		(233,333)		1,652,978		1,419,645
Total Stockholders’ Equity	$	5,000,006	$	(1)	$	5,000,005


As of September 30, 2020	As Reported		Adjustment		As Adjusted
Balance Sheet
Warrant Liabilities	$	—	$	7,790,373	$	7,790,373
Deferred underwriting fee		1,846,265		140,937		1,987,202
Total Liabilities		1,966,737		7,931,310		9,898,047
Shares Subject to Redemption		94,358,060		(7,931,310)		86,426,750
Class A Common Stock		92		80		172
Class B Common Stock		288		288
Additional Paid in Capital		5,040,582		98,964		5,139,546
(Accumulated Deficit)		(40,952)		(99,044)		(139,996)
Total Stockholders’ Equity		5,000,010		—		5,000,010


As of September 22, 2020	As Reported		Adjustment		As Adjusted
Balance Sheet
Warrant Liabilities	$	—	$	8,008,352	$	8,008,352
Deferred underwriting fee		1,848,103		142,642		1,990,745
Total Liabilities		2,177,082		8,150,994		10,328,076
Shares Subject to Redemption		94,394,110		(8,150,990)		86,243,120
Class A Common Stock		92		82		174
Class B Common Stock		288		288
Additional Paid in Capital		5,002,694		316,937		5,319,631
(Accumulated Deficit)		(3,066)		(317,023)		(320,089)
Total Stockholders’ Equity	$	5,000,008	$	(4)	$	5,000,004

Schedule of restatement of previously issued statement of operations


For the from July 1, 2020 (inception) to December 31, 2020	As Reported		Adjustment		As Adjusted
Statement of Operations:
Loss from operations	$	(249,524)	$	—	$	(249,524)
Other (expense) income:		—		—		—
Change in fair value of warrant liabilities		—		1,970,001		1,970,001
Offering expense related to warrant issuance		—		(317,023)		(317,023)
Interest income		16,191		—		16,191
Total other (expense) income		16,191		1,652,978		1,669,169
Net (loss)/income		(233,333)		1,652,978		1,419,645

Weighted average shares outstanding – basic and diluted		3,060,308		(3,060,308)		—
Basic and Diluted net (loss)/income per share	$	(0.08)	$	0.08	$	—
Weighted average shares outstanding, Class A ordinary shares subject to possible redemption		—		6,338,515		6,338,515
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption		—	$	0.00	$	0.00
Weighted average shares outstanding, Non-redeemable ordinary shares		—		2,500,000		2,500,000
Basic and diluted net loss per share, Non-redeemable ordinary shares		—	$	0.56	$	0.56



For the period from July 1, 2020 (inception) to September 30, 2020	As Reported		Adjustment		As Adjusted
Statement of Operations:
Loss from operations	$	(18,775)	$	—	$	(18,775)
Other (expense) income:
Change in fair value of warrant liabilities		—		217,979		217,979
Offering expense related to warrant issuance		—		(317,023)		(317,023)
Interest income		(22,177)		—		(22,177)
Total other (expense) income		(22,177)		(99,044)		(121,221)
Loss	$	(40,952)	$	—	$	(139,996)

Weighted average shares outstanding – basic and diluted		2,888,352		(2,888,352)		—
Basic and Diluted net (loss)/income per share	$	(0.01)		0.01	$	—
Weighted average shares outstanding, Class A ordinary shares subject to possible redemption		—		910,330		910,330
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption		—	$	(0.02)	$	(0.02)
Weighted average shares outstanding, Non-redeemable ordinary shares		—		1,978,022		1,978,022
Basic and diluted net loss per share, Non-redeemable ordinary shares		—	$	(0.06)	$	(0.06)

Schedule of restatement of previously issued statement of cash flows


	As Reported		Adjustment		As Adjusted
For the period from July 1, 2020 (inception) to December 31, 2020
Statement of Cash Flows:
Net (loss) / income	$	(233,333)	$	1,652,978	$	1,419,645
Change in fair value of warrant liabilities		—		1,970,001		1,970,001
Offering expense related to warrant issuance		—		(317,023)		(317,023)
Adjustments to reconcile net loss to net cash used in operating activities
Net cash used in operating activities		(245,662)		—		(245,662)
Net cash used in investing activities		(100,000,000)		—		(100,000,000)
Net cash provided by financing activities		101,340,423		—		101,340,423
Net change in cash	$	1,094,761	$	—	$	1,094,761
Supplemental Non-cash financing activities disclosure
Initial value of Class A common stock subject to possible redemption	$	94,394,110	$	(8,150,990)	$	86,243,120
Initial value of warrant liabilities	$	—	$	8,008,352	$	8,008,352
Change in value of Class A common stock subject to possible redemption	$	(229,950)	$	2,000,670	$	1,770,720
Deferred underwriters’ discount payable charged to additional paid-in-capital	$	1,847,788	$	111,970	$	1,959,758


For the period from July 1, 2020 (inception) to September 30, 2020	As Reported		Adjustment		As Adjusted
Statement of Cash Flows:
Net loss		(40,952)		(99,044)		(139,996)
Adjustments to reconcile net loss to net cash used in operating activities		—		—		—
Change in fair value of warrant liabilities		—		217,979		217,979
Offering expense related to warrant issuance		—		(317,023)		(317,023)
Net cash used in operating activities		(18,049)		—		(18,049)
Net cash used in investing activities		(100,000,000)		—		(100,000,000)
Net cash provided by financing activities		101,334,363		—		101,334,363
Net change in cash	$	1,316,314	$	—	$	1,316,314
Supplemental Non-cash financing activities disclosure
Initial value of Class A common stock subject to possible redemption	$	94,394,110	$	(8,150,990)	$	86,243,120
Initial value of warrant liabilities	$	—	$	8,008,352	$	8,008,352
Change in value of Class A common stock subject to possible redemption	$	(36,050)	$	219,680	$	183,630
Deferred underwriters’ discount payable charged to additional paid-in-capital	$	1,846,265	$	140,937	$	1,987,202

Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Schedule of reconciliation of the net income per common shares


	For the		For the
	three months		six months
	ended		ended,
	June 30,		June 30,
	2021		2021
Numerator Earnings allocable to Class A common stock
Interest income on Trust account	$	1,187	$	11,592
Class A common stock net earnings	$	1,187	$	11,592
Denominator: Weighted average Class A shares
Class A Common stock, basic and diluted		7,841,024		8,315,869
Earnings/basic and diluted per share Class A common stock	$	0.00	$	0.00
Numerator: Net income (loss) minus Earnings allocable to Class A common stock
Net income (loss)	$	286,223	$	(9,149,309)
Less : Earnings allocable to Class A common stock		(1,187)		(11,592)
Class B net income (loss)	$	285,036	$	(9,160,901)
Denominator: weighted average Class B common stock
Class B common stock, basic and diluted		4,984,843		4,539,131
Income/Basic and diluted per share Class B common stock	$	0.06	$	(2.02)


	For the period
	From
	July 1,
	2020
	(Inception)
	through
	December 31,
	2020
Numerator Earnings allocable to Class A common stock subject to possible redemption
Interest income on Trust account	$	16,161
Class A common stock subject to possible redemption net earnings	$	16,161
Denominator: Weighted average Class A shares subject to possible redemption
Class A Common stock subject to possible redemption, basic and diluted		6,338,515
Earnings/basic and diluted per share Class A common stock subject to possible redemption	$	0.00
Numerator: Net income minus Earnings allocable to Class A common stock subject to possible redemption
Net income (loss)	$	1,419,645
Less: Earnings allocable to Class A common stock subject to possible redemption		16,161
Non-redeemable ordinary shares net income	$	1,403,484
Denominator: weighted average Non-redeemable ordinary shares
Non-redeemable ordinary shares, basic and diluted		2,500,000
Income/Basic and diluted per share Non-redeemable ordinary shares	$	0.56

Investment Held in Trust Account (Tables)

6 Months Ended

Dec. 31, 2020

Schedule of carrying value, excluding gross unrealized losses and fair value of held to maturity securities

	Carrying Value as of		Gross		Fair Value as of
	December 31,		Unrealized		December 31,
	2020		Losses		2020
Mutual Funds	$	29,851	$	—	$	29,851
U.S. Treasury Securities		99,986,310		(3,310)		99,983,000
	$	100,016,161	$	(3,310)	$	100,012,851

Income Tax (Tables)

6 Months Ended

Dec. 31, 2020

Income Taxes

Schedule of net deferred tax assets

	December 31,
	2020
Deferred tax asset
Organizational costs/Startup expenses	$	28,570
Federal Net Operating loss		20,430
Total deferred tax asset		49,000
Valuation allowance		(49,000)
Deferred tax asset, net of allowance	$	—

Schedule of income tax provision


	December 31,
	2020
Federal
Current	$	—
Deferred		(49,000)
State
Current		—
Deferred		—
Change in valuation allowance		(49,000)
Income tax provision	$	—

Schedule of effective reconciliation of the federal income tax rate


Statutory federal income tax rate	21.0	%
State taxes, net of federal tax benefit	0.0	%
Change in fair value of warrant liabilities	(29.1)	%
Offering expenses	4.6	%
Change in valuation allowance	3.5	%
Income tax provision	—	%

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Schedule of fair value on a recurring basis


			Quoted		Significant		Significant
			Prices In		Other		Other
			Active		Observable		Unobservable
	June 30,		Markets		Inputs		Inputs
	2021		(Level 1)		(Level 2)		(Level 3)
Description
Assets:
Mutual Funds held in Trust Account		100,031,414		100,031,414		—		—
	$	100,031,414	$	100,031,414	$	—	$	—
Liabilities
Warrant liabilities - Public Warrants		14,000,000		14,000,000		—		—
Warrant liabilities – Private Warrants		465,458		—		—		465,458
	$	14,465,458	$	14,000,000	$	—	$	465,458


			Quoted		Significant		Significant
			Prices In		Other		Other
			Active		Observable		Unobservable
	December 31,		Markets		Inputs		Inputs
	2020		(Level 1)		(Level 2)		(Level 3)
Description
Assets:
Mutual Funds held in Trust Account		29,851		29,851		—		—
U.S. Treasury Securities		99,983,000		99,983,000
	$	100,012,851	$	100,012,851	$	—	$	—

Liabilities
Warrant liabilities - Public Warrants		5,750,000		—		—		5,750,000
Warrant liabilities – Private Warrants		288,351		—		—		288,351
	$	6,038,351	$	—	$	—	$	6,038,351


			Quoted		Significant		Significant
			Prices In		Other		Other
			Active		Observable		Unobservable
	December 31,		Markets		Inputs		Inputs
	2020		(Level 1)		(Level 2)		(Level 3)
Description
Assets:
Mutual Funds held in Trust Account	$	29,851	$	29,851	$	—	$	—
U.S. Treasury Securities held in Trust Account		99,983,000		99,983,000		—		—
Liabilities:
Warrant liabilities (Restated)		6,038,351		—		—		6,038,351
	$	106,051,202	$	100,012,851	$	—	$	6,038,351

Schedule of fair value measurements


	At			At
	June 30,			December 31,
	2021			2020
Stock price	$	10.83		$	10.17
Strike price	$	11.5		$	11.5
Term (in years)		5.12			5.13
Volatility		36.0	%		24.4	%
Risk-free rate		0.74	%		0.38	%
Dividend yield		0.0	%		0.0	%


	At
	September 22,
	2020			At			At
	(Initial			September 30,			December 31,
	Measurement)			2020			2020
Stock price	$	9.26		$	9.14		$	10.17
Strike price	$	11.50		$	11.50		$	11.50
Term (in years)		5.42			5.38			5.13
Volatility		24.4	%		24.4	%		24.4	%
Risk-free rate		0.33	%		0.32	%		0.38	%
Dividend yield		0.0	%		0.0	%		0.0	%

Schedule of value of warrant liabilities


			Private		Warrant
	Public		Placement		Liabilities
Fair value as of December 31, 2020		5,750,000		288,351		6,038,351
Change in valuation inputs or other assumptions		8,250,000		177,107		8,427,107
Fair value as of June 30, 2021	$	14,000,000	$	465,458	$	14,465,458


			Private		Warrant
	Public		Placement		Liabilities
Fair value as of July 1, 2020	$	—	$	—	$	—
Initial measurement on September 18, 2020		7,770,722		237,630		8,008,352
Change in valuation inputs or other assumptions		(215,870)		(7,056)		(217,979)
Fair value as of September 30, 2020		7,554,852		230,574		7,790,373
Change in valuation inputs or other assumptions		(1,804,852)		52,830		(1,752,022)
Fair value as of December 31, 2020	$	5,750,000	$	288,351	$	6,038,351

Tabular disclosure of all significant concentrations of risk, including credit risk and market risk, arising from all financial instruments (as defined), whether from an individual counterparty or groups of counterparties. The disclosure concerning concentrations of risk may consist of the following information: (1) for concentrations of credit risk disclosure may include: (a) information about the (shared) activity, region, or economic characteristic that identifies the concentration, (b) the maximum amount of loss due to credit risk that, based on the gross fair value of the financial instrument, the entity would incur if parties to the financial instruments that make up the concentration failed completely to perform according to the terms of the contracts and the collateral or other security, if any, for the amount due proved to be of no value to the entity, (c) the policy of requiring collateral or other security to support financial instruments subject to credit risk, information about the entity's access to that collateral or other security, and the nature and a brief description of the collateral or other security supporting those financial instruments, and (d) the policy of entering into master netting arrangements to mitigate the credit risk of financial instruments, information about the arrangements for which the entity is a party, and a brief description of the terms of those arrangements, including the extent to which they would reduce the entity's maximum amount of loss due to credit risk and (2) for disclosure of quantitative information about the market risks of financial instruments that is consistent with the way the company manages or adjusts those risks, disclosure may include: (a) more details about current positions and perhaps activity during the period, (b) the hypothetical effects on comprehensive income (or net assets), or annual income, of several possible changes in market prices, (c) a gap analysis of interest rate re-pricing or maturity dates, (d) the duration of the financial instruments, (e) the entity's value at risk from derivatives and from other positions at the end of the reporting period and the average value at risk during the year, or (f) other ways of reporting quantitative information as internally developed.

Organization and Business Operations (Details) - USD ($)		1 Months Ended	6 Months Ended
	Sep. 22, 2020	Sep. 22, 2020	Jun. 30, 2021	Dec. 31, 2020
Organization and Business Operations [Line Items]
Net proceeds	$ 100,000,000
Proceeds from Issuance Initial Public Offering				$ 98,000,000
Transaction costs				4,197,388
Underwriting fees			$ 2,000,000	2,000,000
Deferred underwriting fees			1,959,758	1,959,758
Deferred underwriting fee			329,713	329,713
Total non-operating expenses			$ 317,023	$ 317,023
Percentage of trust account			80.00%	80.00%
Share price (in Dollars per share)			$ 10.00	$ 10.00
Net tangible assets			$ 5,000,001	$ 5,000,001
Percentage of redeem outstanding shares			100.00%	100.00%
Business combination agreement, description			(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. Therefore, the Company cannot assure that its sponsor would be able to satisfy those obligations.	(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. Therefore, the Company cannot assure that its sponsor would be able to satisfy those obligations.
Cash held outside of trust account			$ 383,400	$ 1,094,761
Anticipated outside of trust account			383,400	$ 1,094,761
Business Combination [Member]
Organization and Business Operations [Line Items]
Transaction costs			$ 4,197,388
Business acquisition, percentage of voting interests acquired			50.00%	50.00%
IPO [Member]
Organization and Business Operations [Line Items]
Number of units issued in transaction (in Shares)	10,000,000	10,000,000
Price per unit (in Dollars per share)	$ 10.00	$ 10.00
Proceeds from Issuance Initial Public Offering	$ 100,000,000
Private placement
Organization and Business Operations [Line Items]
Number of units issued in transaction (in Shares)	355,000		355,000
Price per unit (in Dollars per share)	$ 10.00	$ 10.00	$ 10.00
Proceeds from Issuance Initial Public Offering	$ 3,550,000		$ 3,550,000
Founder Shares [Member]
Organization and Business Operations [Line Items]
Sale of stock			25,000	$ 25,000
Sponsor [Member]
Organization and Business Operations [Line Items]
Sale of stock			$ 147,763	$ 95,136
Class A Common Stock [Member]
Organization and Business Operations [Line Items]
Number of units issued in transaction (in Shares)			17,500,000
Price per unit (in Dollars per share)			$ 10.00
Proceeds from Issuance Initial Public Offering			$ 175,000,000
Class A Common Stock [Member] \| IPO [Member]
Organization and Business Operations [Line Items]
Net proceeds	$ 100,000,000

Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of previously issued balance sheet - USD ($)	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Sep. 22, 2020	Jun. 30, 2020
Condensed Balance Sheet Statements, Captions [Line Items]
Warrant Liabilities	$ 14,465,458		$ 6,038,351
Deferred underwriting fee	329,713		329,713
Total Liabilities	16,808,020		8,246,054
Redeemable Convertible Preferred Stock, Carrying Value	78,701,570		88,013,840
Additional Paid in Capital	12,729,166		3,579,954
Accumulated earnings (deficit)	(7,729,664)		1,419,645
Total Stockholders' Equity	5,000,002	$ 5,000,010	5,000,005			$ 0
Class A Common Stock [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Common stock value	250		156
Total Stockholders' Equity			156			0
Common Class B [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Common stock value	$ 250		250
Total Stockholders' Equity			250			$ 0
As Reported [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Deferred underwriting fee			1,847,788	$ 1,846,265	$ 1,848,103
Total Liabilities			2,095,733	1,966,737	2,177,082
Redeemable Convertible Preferred Stock, Carrying Value			94,164,160	94,358,060	94,394,110
Additional Paid in Capital			5,232,995	5,040,582	5,002,694
Accumulated earnings (deficit)			(233,333)	(40,952)	(3,066)
Total Stockholders' Equity			5,000,006	5,000,010	5,000,008
As Reported [Member] \| Class A Common Stock [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Common stock value			94	92	92
As Reported [Member] \| Common Class B [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Common stock value			250	288	288
Adjustments [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Warrant Liabilities			6,038,351	7,790,373	8,008,352
Deferred underwriting fee			111,970	140,937	142,642
Total Liabilities			6,150,321	7,931,310	8,150,994
Redeemable Convertible Preferred Stock, Carrying Value			(6,150,321)	(7,931,310)	(8,150,990)
Additional Paid in Capital			(1,653,041)	98,964	316,937
Accumulated earnings (deficit)			1,652,978	(99,044)	(317,023)
Total Stockholders' Equity			(1)		(4)
Adjustments [Member] \| Class A Common Stock [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Common stock value			62	80	82
Adjustments [Member] \| Common Class B [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Common stock value				288	288
As Adjusted [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Warrant Liabilities			6,038,351	7,790,373	8,008,352
Deferred underwriting fee			1,959,758	1,987,202	1,990,745
Total Liabilities			8,246,054	9,898,047	10,328,076
Redeemable Convertible Preferred Stock, Carrying Value			88,013,840	86,426,750	86,243,120
Additional Paid in Capital			3,579,954	5,139,546	5,319,631
Accumulated earnings (deficit)			1,419,645	(139,996)	(320,089)
Total Stockholders' Equity			5,000,005	5,000,010	5,000,004
As Adjusted [Member] \| Class A Common Stock [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Common stock value			156	$ 172	$ 174
As Adjusted [Member] \| Common Class B [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Common stock value			$ 250

Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of previously issued statement of operations - USD ($)	3 Months Ended			6 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2021	Dec. 31, 2020
Statement of Operations:
Loss from operations	$ (243,668)			$ (737,486)	$ (249,524)
Other (expense) income:
Change in fair value of warrant liabilities	(528,317)			$ 8,427,107	(1,970,001)
Payments of offering costs					(329,713)
Net (loss)/income	$ 286,223	$ (9,435,532)			1,419,645
Weighted average shares outstanding, Non-redeemable common stock (in Shares)	4,984,843			4,539,131
Change in fair value of warrant liabilities	$ (528,317)			$ 8,427,107	(1,970,001)
Payments of offering costs					$ (329,713)
Class A Common Stock [Member]
Other (expense) income:
Weighted average shares outstanding, Non-redeemable common stock (in Shares)					6,338,515
Basic and diluted net loss per share, Non-redeemable (in Dollars per share)					$ 0.00
As Reported [Member]
Statement of Operations:
Loss from operations			$ (18,775)		$ (249,524)
Other (expense) income:
Change in fair value of warrant liabilities
Payments of offering costs
Interest income			(22,177)		16,191
Total other (expense) income			(22,177)		16,191
Net (loss)/income			$ (40,952)		$ (233,333)
Weighted average shares outstanding, Non-redeemable common stock (in Shares)			2,888,352		3,060,308
Basic and diluted net loss per share, Non-redeemable (in Dollars per share)			$ (0.01)		$ (0.08)
Weighted average shares outstanding, Non-redeemable ordinary shares (in Shares)
Basic and diluted net loss per share, Non-redeemable ordinary shares (in Dollars per share)
Change in fair value of warrant liabilities
Payments of offering costs
Interest income			$ (22,177)		16,191
As Reported [Member] \| Class A Common Stock [Member]
Other (expense) income:
Weighted average shares outstanding, Class A ordinary shares subject to possible redemption (in Shares)
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption (in Dollars per share)
Adjustments [Member]
Statement of Operations:
Loss from operations
Other (expense) income:
Change in fair value of warrant liabilities			217,979		1,970,001
Payments of offering costs			(317,023)		(317,023)
Interest income
Total other (expense) income			(99,044)		1,652,978
Net (loss)/income					$ 1,652,978
Weighted average shares outstanding, Non-redeemable common stock (in Shares)			(2,888,352)		(3,060,308)
Basic and diluted net loss per share, Non-redeemable (in Dollars per share)			$ 0.01		$ 0.08
Weighted average shares outstanding, Non-redeemable ordinary shares (in Shares)			1,978,022		2,500,000
Basic and diluted net loss per share, Non-redeemable ordinary shares (in Dollars per share)			$ (0.06)		$ 0.56
Change in fair value of warrant liabilities			$ 217,979		$ 1,970,001
Payments of offering costs			(317,023)		$ (317,023)
Interest income
Adjustments [Member] \| Class A Common Stock [Member]
Other (expense) income:
Weighted average shares outstanding, Class A ordinary shares subject to possible redemption (in Shares)			910,330		6,338,515
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption (in Dollars per share)			$ (0.02)		$ 0.00
As Adjusted [Member].
Statement of Operations:
Loss from operations			$ (18,775)		$ (249,524)
Other (expense) income:
Change in fair value of warrant liabilities			217,979		1,970,001
Payments of offering costs			(317,023)		(317,023)
Interest income			(22,177)		16,191
Total other (expense) income			(121,221)		1,669,169
Net (loss)/income			$ (139,996)		$ 1,419,645
Weighted average shares outstanding, Non-redeemable common stock (in Shares)
Basic and diluted net loss per share, Non-redeemable (in Dollars per share)
Weighted average shares outstanding, Non-redeemable ordinary shares (in Shares)			1,978,022		2,500,000
Basic and diluted net loss per share, Non-redeemable ordinary shares (in Dollars per share)			$ (0.06)		$ 0.56
Change in fair value of warrant liabilities			$ 217,979		$ 1,970,001
Payments of offering costs			(317,023)		(317,023)
Interest income			$ (22,177)		$ 16,191
As Adjusted [Member]. \| Class A Common Stock [Member]
Other (expense) income:
Weighted average shares outstanding, Class A ordinary shares subject to possible redemption (in Shares)			910,330		6,338,515
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption (in Dollars per share)			$ (0.02)		$ 0.00

Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of previously issued statement of cash flows - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Sep. 30, 2020	Jun. 30, 2021	Dec. 31, 2020
STATEMENT OF CASH FLOWS
Net income (loss)	$ 286,223		$ (9,149,309)	$ 1,419,645
Change in fair value of warrant liabilities	$ (528,317)		8,427,107	(1,970,001)
Payments of offering costs				(329,713)
Adjustments to reconcile net loss to net cash used in operating activities
Net cash used in operating activities			(616,225)	(245,662)
Net cash used in investing activities				(100,000,000)
Net cash provided by financing activities			(95,136)	101,340,423
Net change in cash				1,094,761
Supplemental Non-cash financing activities disclosure
Initial value of Class A common stock subject to possible redemption				86,243,120
Initial value of warrant liabilities				8,008,352
Change in value of Class A common stock subject to possible redemption			9,312,270	1,770,720
Deferred underwriters' discount payable charged to additional paid-in-capital			$ 162,964	1,959,758
As Reported [Member]
STATEMENT OF CASH FLOWS
Net income (loss)		$ (40,952)		(233,333)
Change in fair value of warrant liabilities
Payments of offering costs
Adjustments to reconcile net loss to net cash used in operating activities
Net cash used in operating activities		(18,049)		(245,662)
Net cash used in investing activities		(100,000,000)		(100,000,000)
Net cash provided by financing activities		101,334,363		101,340,423
Net change in cash		1,316,314		1,094,761
Supplemental Non-cash financing activities disclosure
Initial value of Class A common stock subject to possible redemption		94,394,110		94,394,110
Initial value of warrant liabilities
Change in value of Class A common stock subject to possible redemption		(36,050)		(229,950)
Deferred underwriters' discount payable charged to additional paid-in-capital		1,846,265		1,847,788
Adjustments [Member]
STATEMENT OF CASH FLOWS
Net income (loss)		(99,044)		1,652,978
Change in fair value of warrant liabilities		217,979		1,970,001
Payments of offering costs		(317,023)		(317,023)
Adjustments to reconcile net loss to net cash used in operating activities
Net cash used in operating activities
Net cash used in investing activities
Net cash provided by financing activities
Net change in cash
Supplemental Non-cash financing activities disclosure
Initial value of Class A common stock subject to possible redemption		(8,150,990)		(8,150,990)
Initial value of warrant liabilities		8,008,352		8,008,352
Change in value of Class A common stock subject to possible redemption		219,680		2,000,670
Deferred underwriters' discount payable charged to additional paid-in-capital		140,937		111,970
As Adjusted [Member]
STATEMENT OF CASH FLOWS
Net income (loss)		(139,996)		1,419,645
Change in fair value of warrant liabilities		217,979		1,970,001
Payments of offering costs		(317,023)		(317,023)
Adjustments to reconcile net loss to net cash used in operating activities
Net cash used in operating activities		(18,049)		(245,662)
Net cash used in investing activities		(100,000,000)		(100,000,000)
Net cash provided by financing activities		101,334,363		101,340,423
Net change in cash		1,316,314		1,094,761
Supplemental Non-cash financing activities disclosure
Initial value of Class A common stock subject to possible redemption		86,243,120		86,243,120
Initial value of warrant liabilities		8,008,352		8,008,352
Change in value of Class A common stock subject to possible redemption		183,630		1,770,720
Deferred underwriters' discount payable charged to additional paid-in-capital		$ 1,987,202		$ 1,959,758

Significant Accounting Policies (Details) - USD ($)	6 Months Ended
Significant Accounting Policies (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Significant Accounting Policies (Details) [Line Items]
Federal depository insurance coverage limit	$ 250,000	$ 250,000
Shares subject to possible redemption (in Shares)	7,870,157	8,801,384
Offering costs	$ 4,289,471	$ 4,289,471
Accrued underwriting fees	2,000,000	2,000,000
Deferred underwriting fee	1,959,758	1,959,758
Other offering costs	329,713	329,713
Total operating expenses	$ 317,023	$ 317,023
Note Warrant [Member]
Significant Accounting Policies (Details) [Line Items]
Common stock shares issued	5,177,500	5,152,500
IPO [Member]
Significant Accounting Policies (Details) [Line Items]
Common stock shares issued	5,000,000	5,000,000
Private placement
Significant Accounting Policies (Details) [Line Items]
Common stock shares issued	152,500	152,500
Common Stock
Significant Accounting Policies (Details) [Line Items]
Diluted loss per share (in Shares)	5,177,500	5,177,500

Significant Accounting Policies (Details) - Schedule of basic and diluted loss per common shares - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2021	Dec. 31, 2020
Numerator Earnings allocable to Class A common stock subject to possible redemption
Interest income on Trust account			$ 16,161
Class A common stock subject to possible redemption net earnings			$ 16,161
Denominator: Weighted average Class A shares subject to possible redemption
Class A Common stock subject to possible redemption, basic and diluted (in Shares)	7,841,024	8,315,869	6,338,515
Earnings/basic and diluted per share Class A common stock subject to possible redemption (in Dollars per share)	$ 0.00	$ 0.00	$ 0.00
Numerator: Net income minus Earnings allocable to Class A common stock subject to possible redemption
Net income (loss)	$ 286,223	$ (9,149,309)	$ 1,419,645
Less : Earnings allocable to Class A common stock subject to possible redemption	$ (1,187)	$ (11,592)	16,161
Non-redeemable ordinary shares net income			$ 1,403,484
Denominator: weighted average Non-redeemable ordinary shares
Non-redeemable ordinary shares, basic and diluted (in Shares)			2,500,000
Income/Basic and diluted per share Non-redeemable ordinary shares (in Dollars per share)	$ 0.06	$ (2.02)	$ 0.56

Initial Public Offering (Details) - IPO [Member]		1 Months Ended
Initial Public Offering (Details) - IPO [Member]	Sep. 22, 2020 $ / shares shares	Sep. 22, 2020 $ / shares shares
Initial Public Offering (Details) [Line Items]
Number of shares sold \| shares	10,000,000	10,000,000
Purchase price \| $ / shares	$ 10.00	$ 10.00
Sale of stock, description	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	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

Private Placement (Details) - USD ($)		6 Months Ended
Private Placement (Details) - USD ($)	Sep. 22, 2020	Jun. 30, 2021	Dec. 31, 2020
Private Placement (Details) [Line Items]
Proceeds from Issuance Initial Public Offering			$ 98,000,000
Business Combination [Member]
Private Placement (Details) [Line Items]
Description of business combination		The 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.
Private placement
Private Placement (Details) [Line Items]
Placement units	355,000	355,000
Price per unit	$ 10.00	$ 10.00
Proceeds from Issuance Initial Public Offering	$ 3,550,000	$ 3,550,000
Private placement \| Business Combination [Member]
Private Placement (Details) [Line Items]
Description of business combination			The 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.

Related Party Transactions (Details) - USD ($)				1 Months Ended	6 Months Ended
Related Party Transactions (Details) - USD ($)	Jul. 20, 2021	Sep. 22, 2020	Jul. 20, 2020	Sep. 22, 2020	Jun. 30, 2021	Dec. 31, 2020	Jul. 01, 2020
Related Party Transactions (Details) [Line Items]
Common stock price per share (in Dollars per share)					$ 10.00	$ 10.00
Over-allotment option Description	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.		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.
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
General and administrative expenses					$ 10,000	$ 10,000
Administrative fees					$ 60,000	$ 34,334
IPO [Member]
Related Party Transactions (Details) [Line Items]
Number of unit issued (in Shares)		10,000,000		10,000,000
Common stock, shares issued (in Shares)					5,000,000	5,000,000
Aggregate principal amount							$ 300,000
Borrowings outstanding						$ 95,136
Price per share (in Dollars per share)		$ 10.00		$ 10.00
IPO [Member] \| Related Party Loans [Member]
Related Party Transactions (Details) [Line Items]
Working capital loans converted value					$ 1,500,000	$ 1,500,000
Price per share (in Dollars per share)					$ 10.00	$ 10.00
Common Stock \| Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Shares subject to forfeiture	$ 375,000		$ 375,000
Common stock, shares issued (in Shares)					2,500,000	2,500,000
Common stock shares outstanding					2,500,000	2,500,000
Common Class B [Member]
Related Party Transactions (Details) [Line Items]
Common stock, shares issued (in Shares)					2,500,000	2,500,000
Common stock shares outstanding					2,500,000	2,500,000
Common Class B [Member] \| Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Number of unit issued (in Shares)	2,875,000		2,875,000
Value of common stock holders	$ 25,000		$ 25,000
Common stock price per share (in Dollars per share)	$ 0.01		$ 0.01

Commitments & Contingencies (Details) - USD ($)		6 Months Ended
Commitments & Contingencies (Details) - USD ($)	Sep. 22, 2020	Jun. 30, 2021	Dec. 31, 2020
Commitments & Contingencies (Details) [Line Items]
Underwriting discount rate, percentage	2.00%
Deferred underwriting fees percentage	3.50%
IPO [Member]
Commitments & Contingencies (Details) [Line Items]
Gross proceed of IPO (in Dollars)	$ 2,000,000
Description of underwriters agreement	The 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%; and (b) any 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.
Over-Allotment Option [Member]
Commitments & Contingencies (Details) [Line Items]
Deferred underwriting fees (in Dollars)		$ 2,122,723	$ 1,959,758
FINRAMember
Commitments & Contingencies (Details) [Line Items]
Deferred underwriting fees percentage	1.00%

Stockholder's Deficit (Details) - $ / shares	6 Months Ended
Stockholder's Deficit (Details) - $ / shares	Jun. 30, 2021	Dec. 31, 2020
Stockholder's Deficit (Details) [Line Items]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock outstanding	0	0
Preferred stock issued	0	0
Business Combination [Member]
Stockholder's Deficit (Details) [Line Items]
Business combination, description	The 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.
Founder Shares [Member] \| Business Combination [Member]
Stockholder's Deficit (Details) [Line Items]
Business combination, description	(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.	(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
Preferred Stock [Member]
Stockholder's Deficit (Details) [Line Items]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock outstanding		0
Preferred stock issued		0
Warrants to purchase common stock \| Business Combination [Member]
Stockholder's Deficit (Details) [Line Items]
Business combination, description	. 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.	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.
Class A Common Stock [Member]
Stockholder's Deficit (Details) [Line Items]
Common stock, authorized	100,000,000	100,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock shares issued	2,484,843	1,553,616
Common stock shares outstanding	2,484,843	1,553,616
Common stock subject to possible redemption	7,870,157	8,801,384
Common Class B [Member]
Stockholder's Deficit (Details) [Line Items]
Common stock, authorized	10,000,000	10,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock shares issued	2,500,000	2,500,000
Common stock shares outstanding	2,500,000	2,500,000
Conversion of common stock percentage	20.00%	20.00%

Warrants (Details) - $ / shares	6 Months Ended
Warrants (Details) - $ / shares	Jun. 30, 2021	Dec. 31, 2020
Warrants (Details) [Line Items]
Warrant of class A common stock	$ 0.01	$ 0.01
Warrants and rights term	5 years	5 years
Business Combination [Member]
Warrants (Details) [Line Items]
Description of business combination issuance price	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.	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.
Warrants to purchase common stock
Warrants (Details) [Line Items]
Sale price of per share	$ 18.00	$ 18.00
Class A Common Stock [Member]
Warrants (Details) [Line Items]
Warrant of class A common stock	11.50	$ 11.50
Sale price of per share	$ 10.00

Investment Held in Trust Account (Details) - USD ($)	6 Months Ended
Investment Held in Trust Account (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Investment Held in Trust Account (Details) [Line Items]
Investments maturity, Description	The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments.	The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments.
Mutual Funds [Member]
Investment Held in Trust Account (Details) [Line Items]
Investment held in trust account		$ 29,851
US Treasury Securities [Member]
Investment Held in Trust Account (Details) [Line Items]
Investment held in trust account	$ 99,986,310	$ 99,986,310

Investment Held in Trust Account (Details) - Schedule of carrying value, excluding gross unrealized losses and fair value of held to maturity securities	Dec. 31, 2020 USD ($)
Marketable Securities [Line Items]
Carrying Value	$ 100,016,161
Gross Unrealized Losses	(3,310)
Fair Value	100,012,851
US Treasury Securities [Member]
Marketable Securities [Line Items]
Carrying Value	99,986,310
Gross Unrealized Losses	(3,310)
Fair Value	$ 99,983,000

Income Tax (Details)	Dec. 31, 2020 USD ($)
Income Taxes
Net operating loss carryforward	$ 102,284
Change in valuation allowance	$ 49,000

Income Tax (Details) - Schedule of net deferred tax assets	Dec. 31, 2020 USD ($)
Deferred tax asset
Organizational costs/Startup expenses	$ 28,570
Federal Net Operating loss	20,430
Total deferred tax asset	49,000
Valuation allowance	$ (49,000)

Income Tax (Details) - Schedule of income tax provision	6 Months Ended
Income Tax (Details) - Schedule of income tax provision	Dec. 31, 2020 USD ($)
Federal
Current
Deferred	(49,000)
State
Current
Deferred
Change in valuation allowance	(49,000)
Income tax provision

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

Income Tax (Details) - Schedule of effective reconciliation of the federal income tax rate	6 Months Ended
	Dec. 31, 2020
Schedule of effective reconciliation of the federal income tax rate
Income tax benefit at statutory rate, Rate	21.00%
State taxes, net of federal tax benefit	0.00%
Change in fair value of warrant liabilities	(29.10%)
Offering expenses	4.60%
Change in valuation allowance	3.50%
Income tax provision

Fair Value Measurements (Details) - Schedule of fair value on a recurring basis - USD ($)	6 Months Ended
	Dec. 31, 2020	Jun. 30, 2021
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis [Line Items]
Mutual Funds held in Trust Account	$ 29,851	$ 100,031,414
U.S. Treasury Securities held in Trust Account	99,983,000
Warrant liabilities (Restated)	6,038,351
Total	106,051,202
Fair Value, Inputs, Level 1 [Member]
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis [Line Items]
Mutual Funds held in Trust Account	29,851	$ 100,031,414
U.S. Treasury Securities held in Trust Account	99,983,000
Warrant liabilities (Restated)
Total	100,012,851
Fair Value, Inputs, Level 2 [Member]
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis [Line Items]
Mutual Funds held in Trust Account
U.S. Treasury Securities held in Trust Account
Warrant liabilities (Restated)
Total
Fair Value, Inputs, Level 3 [Member]
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis [Line Items]
Mutual Funds held in Trust Account
U.S. Treasury Securities held in Trust Account
Warrant liabilities (Restated)	6,038,351
Total	$ 6,038,351

Fair Value Measurements (Details) - Schedule of fair value measurements - $ / shares	1 Months Ended	3 Months Ended	6 Months Ended		12 Months Ended
	Sep. 22, 2020	Sep. 30, 2020	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2020
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items]
Stock price (in Dollars per share)		$ 9.14	$ 10.83	$ 10.17	$ 10.17
Strike price (in Dollars per share)		$ 11.50	$ 11.5	$ 11.50	$ 11.5
Term (in years)		5 years 138 days	5 years 1 month 13 days	5 years 47 days	5 years 1 month 17 days
Volatility		24.40%	36.00%	24.40%	24.40%
Risk-free rate		0.32%	0.74%	0.38%	0.38%
Dividend yield		0.00%	0.00%	0.00%	0.00%
Intial Measurement [Member]
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items]
Stock price (in Dollars per share)	$ 9.26
Strike price (in Dollars per share)	$ 11.50
Term (in years)	5 years 153 days
Volatility	24.40%
Risk-free rate	0.33%
Dividend yield	0.00%

Fair Value Measurements (Details) - Schedule of value of warrant liabilities - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2021
Public [Member]
Fair Value Measurements (Details) - Schedule of value of warrant liabilities [Line Items]
Fair value as of December 31, 2020	$ 7,554,852		$ 5,750,000
Initial measurement on September 18, 2020		$ 7,770,722
Change in valuation inputs or other assumptions	(1,804,852)	(215,870)	8,250,000
Fair value as of June 30, 2021	5,750,000	7,554,852	14,000,000
Private placement
Fair Value Measurements (Details) - Schedule of value of warrant liabilities [Line Items]
Fair value as of December 31, 2020	230,574		288,351
Initial measurement on September 18, 2020		237,630
Change in valuation inputs or other assumptions	52,830	(7,056)	177,107
Fair value as of June 30, 2021	288,351	230,574	465,458
Warrant Liabilities [Member]
Fair Value Measurements (Details) - Schedule of value of warrant liabilities [Line Items]
Fair value as of December 31, 2020	7,790,373		6,038,351
Initial measurement on September 18, 2020		8,008,352
Change in valuation inputs or other assumptions	(1,752,022)	(217,979)	8,427,107
Fair value as of June 30, 2021	$ 6,038,351	$ 7,790,373	$ 14,465,458

CONDENSED BALANCE SHEETS	Jun. 30, 2021 USD ($)
Current assets:
Cash	$ 383,400
Prepaid expenses	79,381
Total current assets	462,781
Prepaid expenses, non-current	15,397
Marketable Securities Held in Trust account	100,031,414
Total assets	100,509,592
Current liabilities:
Accounts payable and accrued expenses	6,364
Franchise tax payable	213,475
Total current liabilities	219,839
Warrant Liabilities	14,465,458
Deferred underwriters' discount	2,122,723
Total liabilities	16,808,020
Commitments
Redeemable convertible preferred stock (Series A, B, C and D) $0.001 par value, 265,096,962 shares authorized, 265,096,951 shares outstanding as of December 31, 2019, December 31, 2020 and March 31, 2021 (unaudited); liquidation preference of $435,579 as of December 31, 2019, December 31, 2020 and March 31, 2021 (unaudited).	78,701,570
Stockholders' (deficit) equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	12,729,166
Accumulated earnings (deficit)	(7,729,664)
Total stockholders' equity	5,000,002
Total liabilities, redeemable convertible preferred stock and stockholders' (deficit) equity	100,509,592
Class A Common Stock
Stockholders' (deficit) equity
Common stock value	250
Class B Common Stock
Stockholders' (deficit) equity
Common stock value	$ 250

CONDENSED BALANCE SHEETS (Parentheticals) - $ / shares	Jun. 30, 2021	Dec. 31, 2020
Class A common stock subject to possible redemption shares	7,870,157	8,801,384
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares outstanding	0	0
Preferred stock, share issued	0	0
Class A Common Stock
Class A common stock subject to possible redemption shares		8,801,384
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock shares issued	2,484,843	1,553,616
Common stock shares outstanding	2,484,843	1,553,616
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock shares issued	2,500,000	2,500,000
Common stock shares outstanding	2,500,000	2,500,000

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended	6 Months Ended
CONDENSED STATEMENTS OF OPERATIONS - USD ($)	Jun. 30, 2021	Jun. 30, 2021
CONDENSED STATEMENTS OF OPERATIONS
Formation and operating costs	$ 243,668	$ 737,486
Loss from operations	(243,668)	(737,486)
Other income (loss)
Interest income	12	31
Change in fair value of warrant liabilities	528,317	(8,427,107)
Interest income on marketable securities held in Trust account	1,562	15,253
Total other income (expenses), net	529,891	(8,411,823)
Net income (loss)	$ 286,223	$ (9,149,309)
Weighted average shares outstanding, Class A common stock subject to possible redemption (in Shares)	286,223	8,315,869
Weighted average shares outstanding, Non-redeemable common stock (in Shares)	4,984,843	4,539,131

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)	Class A Common Stock	Class A	Class B Common Stock	Class B	Additional Paid-In Capital	Accumulated Earnings (Deficit)	Total
Balance at the beginning at Jun. 30, 2020		$ 0		$ 0	$ 0	$ 0	$ 0
Balance (in Shares) at Jun. 30, 2020		0
Balance at the beginning at Jun. 30, 2020		$ 0		0	0	0	0
Balance (in Shares) at Jun. 30, 2020		0
Change in Class A common stock subject to possible redemption		$ (880)			(88,012,960)		(88,013,840)
Change in Class A common stock subject to possible redemption (in Shares)		8,801,384
Net loss						1,419,645	1,419,645
Balance at the end at Dec. 31, 2020	$ 156	$ 156	$ 250	$ 250	3,579,954	1,419,645	5,000,005
Balance (in Shares) at Dec. 31, 2020	1,553,616	1,553,616	2,500,000	2,500,000
Change in deferred underwriter discount					(168,063)		(168,063)
Change in Class A common stock subject to possible redemption	$ 96				9,603,504		9,603,600
Change in Class A common stock subject to possible redemption (in Shares)	960,360
Net loss						(9,435,532)	(9,435,532)
Balance at the end at Mar. 31, 2021	$ 252		$ 250		13,015,395	(8,015,887)	5,000,010
Balance (in Shares) at Mar. 31, 2021	2,513,976		2,500,000
Change in deferred underwriter discount					5,099		5,099
Change in Class A common stock subject to possible redemption	$ (2)				(291,328)		(291,330)
Change in Class A common stock subject to possible redemption (in Shares)	(29,133)
Net loss						286,223	286,223
Balance at the end at Jun. 30, 2021	$ 250		$ 250		$ 12,729,166	$ (7,729,664)	$ 5,000,002
Balance (in Shares) at Jun. 30, 2021	2,484,843		2,500,000

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

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Organization and Description of Business

CONDENSED STATEMENT OF CASH FLOWS	6 Months Ended
CONDENSED STATEMENT OF CASH FLOWS	Jun. 30, 2021 USD ($)
Cash Flows from Operating Activities:
Net loss	$ (9,149,309)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of warrant liabilities	8,427,107
Income on trust account	(15,253)
Changes in current assets and current liabilities:
Prepaid assets	54,199
Accounts payable	1,365
Franchise tax payable	100,000
Due to related party	(34,334)
Net cash used in operating activities	(616,225)
Cash Flows from Financing Activities:
Proceeds from issuance of promissory note to related party	52,627
Repayment of promissory note to related party	(147,763)
Net cash provided by (used in) financing activities	(95,136)
Net Change in Cash	(711,361)
Cash - Beginning	1,094,761
Cash - Ending	383,400
Supplemental Disclosure of Non-cash Financing Activities:
Change in value of Class A common stock subject to possible redemption	9,312,270
Change in deferred underwriter discount payable charged to additional paid in capital	$ 162,964

Organization and Business Operations

6 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Organization and Business Operations

Note 1 — Organization and Business Operations

Organization and General

Financing

Trust Account

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.

Initial Business Combination

Proposed Business Combination with Humacyte

Business Combination Agreement

Sponsor Support Agreement

Humacyte Support Agreement

PIPE Subscription Agreements

Investor Rights and Lock-up Agreement

Lock-up Agreement

Liquidity

Risks and Uncertainties

Note 1 — Organization and Business Operations

Organization and General

The Company has selected December 31 as its fiscal year end.

Financing

Trust Account

Initial Business Combination

Note 1 — Organization and Business Operations (continued)

Liquidity

Risks and Uncertainties

Significant Accounting Policies

6 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Significant Accounting Policies

Note 2 — Significant Accounting Policies

Basis of Presentation

Emerging Growth Company Status

Use of Estimates

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

Marketable Securities Held in Trust Account

Concentration of Credit Risk

Common Stock Subject to Possible Redemption

Net Loss per Common Stock

Below is a reconciliation of the net income per common share:


	For the		For the
	three months		six months
	ended		ended,
	June 30,		June 30,
	2021		2021
Numerator Earnings allocable to Class A common stock
Interest income on Trust account	$	1,187	$	11,592
Class A common stock net earnings	$	1,187	$	11,592
Denominator: Weighted average Class A shares
Class A Common stock, basic and diluted		7,841,024		8,315,869
Earnings/basic and diluted per share Class A common stock	$	0.00	$	0.00
Numerator: Net income (loss) minus Earnings allocable to Class A common stock
Net income (loss)	$	286,223	$	(9,149,309)
Less : Earnings allocable to Class A common stock		(1,187)		(11,592)
Class B net income (loss)	$	285,036	$	(9,160,901)
Denominator: weighted average Class B common stock
Class B common stock, basic and diluted		4,984,843		4,539,131
Income/Basic and diluted per share Class B common stock	$	0.06	$	(2.02)

Offering Costs

Fair Value of Financial Instruments

Derivative warrant liabilities

Income Taxes

The Company has identified the United States as its only “major” tax jurisdiction.

Recent Accounting Standards

Management 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.

Note 3 — Significant Accounting Policies

Basis of Presentation

Emerging Growth Company Status

Use of Estimates

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

Marketable Securities Held in Trust Account

Note 3 — Significant Accounting Policies (continued)

Concentration of Credit Risk

Financial 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.

Common Stock Subject to Possible Redemption

The 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’ equity. 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, 8,801,384 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.

Net Loss per Common Stock

Net 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 earnings. 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.

Note 3 — Significant Accounting Policies (continued)

Below is a reconciliation of the net income per common share:


	For the period
	From
	July 1,
	2020
	(Inception)
	through
	December 31,
	2020
Numerator Earnings allocable to Class A common stock subject to possible redemption
Interest income on Trust account	$	16,161
Class A common stock subject to possible redemption net earnings	$	16,161
Denominator: Weighted average Class A shares subject to possible redemption
Class A Common stock subject to possible redemption, basic and diluted		6,338,515
Earnings/basic and diluted per share Class A common stock subject to possible redemption	$	0.00
Numerator: Net income minus Earnings allocable to Class A common stock subject to possible redemption
Net income (loss)	$	1,419,645
Less: Earnings allocable to Class A common stock subject to possible redemption		16,161
Non-redeemable ordinary shares net income	$	1,403,484
Denominator: weighted average Non-redeemable ordinary shares
Non-redeemable ordinary shares, basic and diluted		2,500,000
Income/Basic and diluted per share Non-redeemable ordinary shares	$	0.56

Offering Costs

Fair Value of Financial Instruments

Derivative warrant liabilities

Note 3 — Significant Accounting Policies (continued)

Income Taxes

The 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.

The Company has identified the United States as its only “major” tax jurisdiction.

Recent Accounting Standards

Management 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

6 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Initial Public Offering

Initial Public Offering

Note 3 — Initial Public Offering

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 8).

Note 4 — Initial Public Offering

Private Placement

6 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Private Placement

Private Placement

Note 4 — Private Placement

Note 5 — Private Placement

Note 5 — Private Placement (continued)

Related Party Transactions

6 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Related Party Transactions

Commitments & Contingencies

Note 5 — Related Party Transactions

Founder Shares

Promissory Note — Related Party

Administrative Service Fee

Related Party Loans

Note 6 — Related Party Transactions

Founder Shares

On 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.

Promissory Note — Related Party

Administrative Service Fee

The 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 support. This arrangement will terminate upon completion of a business combination or the liquidation of the Company. For the 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.

Note 6 — Related Party Transactions (continued)

Related Party Loans

Commitments & Contingencies

6 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Commitments and Contingencies.

Note 6 — Commitments & Contingencies

Registration Rights

Underwriters Agreement

On 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.

Legal Matters

Note 7 — Commitments & Contingencies

Registration Rights

Underwriters Agreement

On 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.

The 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%; and (b) any 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 $1,959,758 assuming no over-allotment is exercised.

Note 7 — Commitments & Contingencies (continued)

Legal Matters

Stockholder's Equity

6 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Stockholders' Deficit

Stockholder's Equity

Note 7 — Stockholder’s Equity

Both 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.

Note 8 — Stockholder’s Deficit

Both 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.

Warrants

6 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Warrants

Warrants

Note 8 — Warrants

Note 9 — Warrants

Fair Value Measurements

6 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Fair Value Measurements

Note 9 — Fair Value Measurements

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●


			Quoted		Significant		Significant
			Prices In		Other		Other
			Active		Observable		Unobservable
	June 30,		Markets		Inputs		Inputs
	2021		(Level 1)		(Level 2)		(Level 3)
Description
Assets:
Mutual Funds held in Trust Account		100,031,414		100,031,414		—		—
	$	100,031,414	$	100,031,414	$	—	$	—
Liabilities
Warrant liabilities - Public Warrants		14,000,000		14,000,000		—		—
Warrant liabilities – Private Warrants		465,458		—		—		465,458
	$	14,465,458	$	14,000,000	$	—	$	465,458


			Quoted		Significant		Significant
			Prices In		Other		Other
			Active		Observable		Unobservable
	December 31,		Markets		Inputs		Inputs
	2020		(Level 1)		(Level 2)		(Level 3)
Description
Assets:
Mutual Funds held in Trust Account		29,851		29,851		—		—
U.S. Treasury Securities		99,983,000		99,983,000
	$	100,012,851	$	100,012,851	$	—	$	—

Liabilities
Warrant liabilities - Public Warrants		5,750,000		—		—		5,750,000
Warrant liabilities – Private Warrants		288,351		—		—		288,351
	$	6,038,351	$	—	$	—	$	6,038,351

The aforementioned warrant liabilities are not subject to qualified hedge accounting.

The following table provides quantitative information regarding Level 3 fair value measurements:


	At			At
	June 30,			December 31,
	2021			2020
Stock price	$	10.83		$	10.17
Strike price	$	11.5		$	11.5
Term (in years)		5.12			5.13
Volatility		36.0	%		24.4	%
Risk-free rate		0.74	%		0.38	%
Dividend yield		0.0	%		0.0	%

The following table presents the changes in the fair value of warrant liabilities:


			Private		Warrant
	Public		Placement		Liabilities
Fair value as of December 31, 2020		5,750,000		288,351		6,038,351
Change in valuation inputs or other assumptions		8,250,000		177,107		8,427,107
Fair value as of June 30, 2021	$	14,000,000	$	465,458	$	14,465,458

Note 12 — Fair Value Measurements

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●


			Quoted		Significant		Significant
			Prices In		Other		Other
			Active		Observable		Unobservable
	December 31,		Markets		Inputs		Inputs
	2020		(Level 1)		(Level 2)		(Level 3)
Description
Assets:
Mutual Funds held in Trust Account	$	29,851	$	29,851	$	—	$	—
U.S. Treasury Securities held in Trust Account		99,983,000		99,983,000		—		—
Liabilities:
Warrant liabilities (Restated)		6,038,351		—		—		6,038,351
	$	106,051,202	$	100,012,851	$	—	$	6,038,351

Note 12 — Fair Value Measurements (continued)

The aforementioned warrant liabilities are not subject to qualified hedge accounting.

There were no transfers between Levels 1, 2 or 3 during the year ended December 31, 2020.

The following table provides quantitative information regarding Level 3 fair value measurements:


	At
	September 22,
	2020			At			At
	(Initial			September 30,			December 31,
	Measurement)			2020			2020
Stock price	$	9.26		$	9.14		$	10.17
Strike price	$	11.50		$	11.50		$	11.50
Term (in years)		5.42			5.38			5.13
Volatility		24.4	%		24.4	%		24.4	%
Risk-free rate		0.33	%		0.32	%		0.38	%
Dividend yield		0.0	%		0.0	%		0.0	%

The following table presents the changes in the fair value of warrant liabilities:


			Private		Warrant
	Public		Placement		Liabilities
Fair value as of July 1, 2020	$	—	$	—	$	—
Initial measurement on September 18, 2020		7,770,722		237,630		8,008,352
Change in valuation inputs or other assumptions		(215,870)		(7,056)		(217,979)
Fair value as of September 30, 2020		7,554,852		230,574		7,790,373
Change in valuation inputs or other assumptions		(1,804,852)		52,830		(1,752,022)
Fair value as of December 31, 2020	$	5,750,000	$	288,351	$	6,038,351

Investment Held in Trust Account

6 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Investment Held in Trust Account

Note 10 — Investment Held in Trust Account

As of June 30, 2021, Company’s Trust Account consisted of Mutual Funds solely.

	Carrying				Fair Value
	Value as of		Gross		as of
	December 31,		Unrealized		December 31,
	2020		Losses		2020
Mutual Funds	$	29,851	$	—	$	29,851
U.S.Treasury Securities		99,986,310		(3,310)		99,983,000
	$	100,016,161	$	(3,310)	$	100,012,851

Note 10 — Investment Held in Trust Account

	Carrying Value as of		Gross		Fair Value as of
	December 31,		Unrealized		December 31,
	2020		Losses		2020
Mutual Funds	$	29,851	$	—	$	29,851
U.S. Treasury Securities		99,986,310		(3,310)		99,983,000
	$	100,016,161	$	(3,310)	$	100,012,851

Subsequent Events

6 Months Ended

Dec. 31, 2020

Subsequent Events [Abstract]

Subsequent Events

Note 13 — Subsequent Events

Accounting Policies, by Policy (Policies)

6 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Emerging Growth Company Status

Basis of Presentation

Emerging Growth Company Status

Use of Estimates

Marketable Securities Held in Trust Account

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

Marketable Securities Held in Trust Account

Note 3 — Significant Accounting Policies (continued)

Common Stock Subject to Possible Redemption

Concentration of Credit Risk

Financial 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.

Common Stock Subject to Possible Redemption

The 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’ equity. 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, 8,801,384 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.

Net Loss per Common Stock

Net Loss per Common Stock

Below is a reconciliation of the net income per common share:


	For the		For the
	three months		six months
	ended		ended,
	June 30,		June 30,
	2021		2021
Numerator Earnings allocable to Class A common stock
Interest income on Trust account	$	1,187	$	11,592
Class A common stock net earnings	$	1,187	$	11,592
Denominator: Weighted average Class A shares
Class A Common stock, basic and diluted		7,841,024		8,315,869
Earnings/basic and diluted per share Class A common stock	$	0.00	$	0.00
Numerator: Net income (loss) minus Earnings allocable to Class A common stock
Net income (loss)	$	286,223	$	(9,149,309)
Less : Earnings allocable to Class A common stock		(1,187)		(11,592)
Class B net income (loss)	$	285,036	$	(9,160,901)
Denominator: weighted average Class B common stock
Class B common stock, basic and diluted		4,984,843		4,539,131
Income/Basic and diluted per share Class B common stock	$	0.06	$	(2.02)

Net Loss per Common Stock

Net 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 earnings. 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.

Note 3 — Significant Accounting Policies (continued)

Below is a reconciliation of the net income per common share:


	For the period
	From
	July 1,
	2020
	(Inception)
	through
	December 31,
	2020
Numerator Earnings allocable to Class A common stock subject to possible redemption
Interest income on Trust account	$	16,161
Class A common stock subject to possible redemption net earnings	$	16,161
Denominator: Weighted average Class A shares subject to possible redemption
Class A Common stock subject to possible redemption, basic and diluted		6,338,515
Earnings/basic and diluted per share Class A common stock subject to possible redemption	$	0.00
Numerator: Net income minus Earnings allocable to Class A common stock subject to possible redemption
Net income (loss)	$	1,419,645
Less: Earnings allocable to Class A common stock subject to possible redemption		16,161
Non-redeemable ordinary shares net income	$	1,403,484
Denominator: weighted average Non-redeemable ordinary shares
Non-redeemable ordinary shares, basic and diluted		2,500,000
Income/Basic and diluted per share Non-redeemable ordinary shares	$	0.56

Offering Costs

Offering Costs

Derivative warrant liabilities

Fair Value of Financial Instruments

Derivative warrant liabilities

Note 3 — Significant Accounting Policies (continued)

Recent Accounting Standards

Income Taxes

The Company has identified the United States as its only “major” tax jurisdiction.

Income Taxes

The 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.

The Company has identified the United States as its only “major” tax jurisdiction.

Recent Accounting Standards

Management 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.

Recent Accounting Standards

Management 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.

Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Schedule of basic and diluted loss per common shares


	For the		For the
	three months		six months
	ended		ended,
	June 30,		June 30,
	2021		2021
Numerator Earnings allocable to Class A common stock
Interest income on Trust account	$	1,187	$	11,592
Class A common stock net earnings	$	1,187	$	11,592
Denominator: Weighted average Class A shares
Class A Common stock, basic and diluted		7,841,024		8,315,869
Earnings/basic and diluted per share Class A common stock	$	0.00	$	0.00
Numerator: Net income (loss) minus Earnings allocable to Class A common stock
Net income (loss)	$	286,223	$	(9,149,309)
Less : Earnings allocable to Class A common stock		(1,187)		(11,592)
Class B net income (loss)	$	285,036	$	(9,160,901)
Denominator: weighted average Class B common stock
Class B common stock, basic and diluted		4,984,843		4,539,131
Income/Basic and diluted per share Class B common stock	$	0.06	$	(2.02)


	For the period
	From
	July 1,
	2020
	(Inception)
	through
	December 31,
	2020
Numerator Earnings allocable to Class A common stock subject to possible redemption
Interest income on Trust account	$	16,161
Class A common stock subject to possible redemption net earnings	$	16,161
Denominator: Weighted average Class A shares subject to possible redemption
Class A Common stock subject to possible redemption, basic and diluted		6,338,515
Earnings/basic and diluted per share Class A common stock subject to possible redemption	$	0.00
Numerator: Net income minus Earnings allocable to Class A common stock subject to possible redemption
Net income (loss)	$	1,419,645
Less: Earnings allocable to Class A common stock subject to possible redemption		16,161
Non-redeemable ordinary shares net income	$	1,403,484
Denominator: weighted average Non-redeemable ordinary shares
Non-redeemable ordinary shares, basic and diluted		2,500,000
Income/Basic and diluted per share Non-redeemable ordinary shares	$	0.56

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Schedule of fair value on a recurring basis


			Quoted		Significant		Significant
			Prices In		Other		Other
			Active		Observable		Unobservable
	June 30,		Markets		Inputs		Inputs
	2021		(Level 1)		(Level 2)		(Level 3)
Description
Assets:
Mutual Funds held in Trust Account		100,031,414		100,031,414		—		—
	$	100,031,414	$	100,031,414	$	—	$	—
Liabilities
Warrant liabilities - Public Warrants		14,000,000		14,000,000		—		—
Warrant liabilities – Private Warrants		465,458		—		—		465,458
	$	14,465,458	$	14,000,000	$	—	$	465,458


			Quoted		Significant		Significant
			Prices In		Other		Other
			Active		Observable		Unobservable
	December 31,		Markets		Inputs		Inputs
	2020		(Level 1)		(Level 2)		(Level 3)
Description
Assets:
Mutual Funds held in Trust Account		29,851		29,851		—		—
U.S. Treasury Securities		99,983,000		99,983,000
	$	100,012,851	$	100,012,851	$	—	$	—

Liabilities
Warrant liabilities - Public Warrants		5,750,000		—		—		5,750,000
Warrant liabilities – Private Warrants		288,351		—		—		288,351
	$	6,038,351	$	—	$	—	$	6,038,351


			Quoted		Significant		Significant
			Prices In		Other		Other
			Active		Observable		Unobservable
	December 31,		Markets		Inputs		Inputs
	2020		(Level 1)		(Level 2)		(Level 3)
Description
Assets:
Mutual Funds held in Trust Account	$	29,851	$	29,851	$	—	$	—
U.S. Treasury Securities held in Trust Account		99,983,000		99,983,000		—		—
Liabilities:
Warrant liabilities (Restated)		6,038,351		—		—		6,038,351
	$	106,051,202	$	100,012,851	$	—	$	6,038,351

Schedule of fair value measurements


	At			At
	June 30,			December 31,
	2021			2020
Stock price	$	10.83		$	10.17
Strike price	$	11.5		$	11.5
Term (in years)		5.12			5.13
Volatility		36.0	%		24.4	%
Risk-free rate		0.74	%		0.38	%
Dividend yield		0.0	%		0.0	%


	At
	September 22,
	2020			At			At
	(Initial			September 30,			December 31,
	Measurement)			2020			2020
Stock price	$	9.26		$	9.14		$	10.17
Strike price	$	11.50		$	11.50		$	11.50
Term (in years)		5.42			5.38			5.13
Volatility		24.4	%		24.4	%		24.4	%
Risk-free rate		0.33	%		0.32	%		0.38	%
Dividend yield		0.0	%		0.0	%		0.0	%

Schedule of fair value of warrant liabilities


			Private		Warrant
	Public		Placement		Liabilities
Fair value as of December 31, 2020		5,750,000		288,351		6,038,351
Change in valuation inputs or other assumptions		8,250,000		177,107		8,427,107
Fair value as of June 30, 2021	$	14,000,000	$	465,458	$	14,465,458


			Private		Warrant
	Public		Placement		Liabilities
Fair value as of July 1, 2020	$	—	$	—	$	—
Initial measurement on September 18, 2020		7,770,722		237,630		8,008,352
Change in valuation inputs or other assumptions		(215,870)		(7,056)		(217,979)
Fair value as of September 30, 2020		7,554,852		230,574		7,790,373
Change in valuation inputs or other assumptions		(1,804,852)		52,830		(1,752,022)
Fair value as of December 31, 2020	$	5,750,000	$	288,351	$	6,038,351

Investment Held in Trust Account (Tables)

6 Months Ended

Jun. 30, 2021

Schedule of investment in the Company's Trust Account

	Carrying				Fair Value
	Value as of		Gross		as of
	December 31,		Unrealized		December 31,
	2020		Losses		2020
Mutual Funds	$	29,851	$	—	$	29,851
U.S.Treasury Securities		99,986,310		(3,310)		99,983,000
	$	100,016,161	$	(3,310)	$	100,012,851

Organization and Business Operations (Details) - USD ($)		1 Months Ended	6 Months Ended
	Sep. 22, 2020	Sep. 22, 2020	Jun. 30, 2021	Dec. 31, 2020
Organization and Business Operations [Line Items]
Aggregate shares	$ 100,000,000
Gross proceeds				$ 98,000,000
Transaction costs				4,197,388
Underwriting fees			$ 2,000,000	2,000,000
Deferred underwriting fees			1,959,758	1,959,758
Offering costs			329,713	329,713
Total non-operating expenses			$ 317,023	$ 317,023
Percentage of trust account			80.00%	80.00%
Share price (in Dollars per share)			$ 10.00	$ 10.00
Net tangible assets			$ 5,000,001	$ 5,000,001
Percentage of redeem outstanding shares			100.00%	100.00%
Business combination agreement, description			(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. Therefore, the Company cannot assure that its sponsor would be able to satisfy those obligations.	(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. Therefore, the Company cannot assure that its sponsor would be able to satisfy those obligations.
Cash held outside of trust account			$ 383,400	$ 1,094,761
Anticipated outside of trust account			383,400	$ 1,094,761
Business Combination [Member]
Organization and Business Operations [Line Items]
Transaction costs			$ 4,197,388
Business acquisition, percentage of voting interests acquired			50.00%	50.00%
Business Combination Agreement [Member]
Organization and Business Operations [Line Items]
Aggregate shares			$ 15,000,000
Exchange Ratio (in Dollars per share)			$ 0.26260
Weighted Average [Member]
Organization and Business Operations [Line Items]
Weighted average, description			New Humacyte common stock on Nasdaq, or any other national securities exchange on which New Humacyte 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, then, commencing at least 180 days after the Closing, the lock-up period shall be deemed to have expired with respect to 50% of the shares of New Humacyte 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.
IPO [Member]
Organization and Business Operations [Line Items]
Number of units issued in transaction (in Shares)	10,000,000	10,000,000
Price per unit (in Dollars per share)	$ 10.00	$ 10.00
Gross proceeds	$ 100,000,000
Private Placement Units [Member]
Organization and Business Operations [Line Items]
Number of units issued in transaction (in Shares)	355,000		355,000
Price per unit (in Dollars per share)	$ 10.00	$ 10.00	$ 10.00
Gross proceeds	$ 3,550,000		$ 3,550,000
Founder shares [Member]
Organization and Business Operations [Line Items]
Sale of stock			25,000	$ 25,000
Sponsor [Member]
Organization and Business Operations [Line Items]
Sale of stock			$ 147,763	$ 95,136
Class A Common Stock
Organization and Business Operations [Line Items]
Number of units issued in transaction (in Shares)			17,500,000
Price per unit (in Dollars per share)			$ 10.00
Gross proceeds			$ 175,000,000
Class A Common Stock \| IPO [Member]
Organization and Business Operations [Line Items]
Aggregate shares	$ 100,000,000

Significant Accounting Policies (Details) - USD ($)	6 Months Ended
Significant Accounting Policies (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Significant Accounting Policies (Details) [Line Items]
Marketable securities	$ 100,031,414
Federal depository insurance coverage limit	$ 250,000	$ 250,000
Class A common stock subject to possible redemption (in Shares)	7,870,157	8,801,384
Offering costs	$ 4,289,471	$ 4,289,471
Accrued underwriting fees	2,000,000	2,000,000
Deferred underwriting fee	1,959,758	1,959,758
Other offering costs	329,713	329,713
Total operating expenses	$ 317,023	$ 317,023
Common Stock [Member]
Significant Accounting Policies (Details) [Line Items]
Purchase of shares (in Shares)	5,177,500	5,177,500
Note Warrant [Member]
Significant Accounting Policies (Details) [Line Items]
Common stock shares issued	5,177,500	5,152,500
IPO [Member]
Significant Accounting Policies (Details) [Line Items]
Common stock shares issued	5,000,000	5,000,000
Private Placement [Member]
Significant Accounting Policies (Details) [Line Items]
Common stock shares issued	152,500	152,500

Significant Accounting Policies (Details) - Schedule of basic and diluted loss per common shares - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2021	Dec. 31, 2020
Numerator Earnings allocable to Class A common stock
Interest income on Trust account	$ 1,187	$ 11,592
Class A common stock net earnings	$ 1,187	$ 11,592
Denominator: Weighted average Class A shares
Class A Common stock, basic and diluted (in Shares)	7,841,024	8,315,869	6,338,515
Earnings/basic and diluted per share Class A common stock (in Dollars per share)	$ 0.00	$ 0.00	$ 0.00
Numerator: Net income (loss) minus Earnings allocable to Class A common stock
Net income (loss)	$ 286,223	$ (9,149,309)	$ 1,419,645
Less : Earnings allocable to Class A common stock	(1,187)	(11,592)	$ 16,161
Class B net income (loss)	$ 285,036	$ (9,160,901)
Denominator: weighted average Class B common stock
Class B common stock, basic and diluted (in Shares)	4,984,843	4,539,131
Income/Basic and diluted per share Class B common stock (in Dollars per share)	$ 0.06	$ (2.02)	$ 0.56

Initial Public Offering (Details) - IPO [Member]		1 Months Ended
Initial Public Offering (Details) - IPO [Member]	Sep. 22, 2020 $ / shares shares	Sep. 22, 2020 $ / shares shares
Initial Public Offering (Details) [Line Items]
Number of shares sold \| shares	10,000,000	10,000,000
Purchase price \| $ / shares	$ 10.00	$ 10.00
Sale of stock, description	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	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

Private Placement (Details) - USD ($)		6 Months Ended
Private Placement (Details) - USD ($)	Sep. 22, 2020	Jun. 30, 2021	Dec. 31, 2020
Private Placement (Details) [Line Items]
Proceeds from Issuance Initial Public Offering			$ 98,000,000
Private Placement [Member]
Private Placement (Details) [Line Items]
Placement units	355,000	355,000
Price per unit	$ 10.00	$ 10.00
Proceeds from Issuance Initial Public Offering	$ 3,550,000	$ 3,550,000
Business Combination [Member]
Private Placement (Details) [Line Items]
Description of business combination		The 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.
Business Combination [Member] \| Private Placement [Member]
Private Placement (Details) [Line Items]
Description of business combination			The 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.

Related Party Transactions (Details) - USD ($)				1 Months Ended	6 Months Ended
Related Party Transactions (Details) - USD ($)	Jul. 20, 2021	Sep. 22, 2020	Jul. 20, 2020	Sep. 22, 2020	Jun. 30, 2021	Dec. 31, 2020	Jul. 01, 2020
Related Party Transactions (Details) [Line Items]
Common stock price per share (in Dollars per share)					$ 10.00	$ 10.00
Over-allotment option Description	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.		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.
Sponsor Member
Related Party Transactions (Details) [Line Items]
General and administrative expenses					$ 10,000	$ 10,000
Administrative service fee					$ 60,000	$ 34,334
Founder Shares Member \| Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Shares subject to forfeiture	$ 375,000		$ 375,000
Common stock, shares issued (in Shares)					2,500,000	2,500,000
Common stock shares outstanding					2,500,000	2,500,000
IPO [Member]
Related Party Transactions (Details) [Line Items]
Number of unit issued (in Shares)		10,000,000		10,000,000
Common stock, shares issued (in Shares)					5,000,000	5,000,000
Aggregate principal amount							$ 300,000
Price per share (in Dollars per share)		$ 10.00		$ 10.00
IPO [Member] \| Related Party Loans [Member]
Related Party Transactions (Details) [Line Items]
Working capital loans converted value					$ 1,500,000	$ 1,500,000
Price per share (in Dollars per share)					$ 10.00	$ 10.00
Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Common stock, shares issued (in Shares)					2,500,000	2,500,000
Common stock shares outstanding					2,500,000	2,500,000
Class B Common Stock [Member] \| Founder Shares Member
Related Party Transactions (Details) [Line Items]
Number of unit issued (in Shares)	2,875,000		2,875,000
Value of common stock holders	$ 25,000		$ 25,000
Common stock price per share (in Dollars per share)	$ 0.01		$ 0.01

Commitments & Contingencies (Details) - USD ($)		6 Months Ended
Commitments & Contingencies (Details) - USD ($)	Sep. 22, 2020	Jun. 30, 2021	Dec. 31, 2020
Commitments & Contingencies (Details) [Line Items]
Underwriting discount rate, percentage	2.00%
Deferred underwriting fees percentage	3.50%
FINRA [Member]
Commitments & Contingencies (Details) [Line Items]
Deferred underwriting fees percentage	1.00%
Initial Public Offering [Member]
Commitments & Contingencies (Details) [Line Items]
Gross proceed of IPO (in Dollars)	$ 2,000,000
Description of underwriters agreement	The 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%; and (b) any 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.
Over-Allotment Option [Member]
Commitments & Contingencies (Details) [Line Items]
Deferred underwriting fees (in Dollars)		$ 2,122,723	$ 1,959,758

Stockholder's Equity (Details) - $ / shares	6 Months Ended
Stockholder's Equity (Details) - $ / shares	Jun. 30, 2021	Dec. 31, 2020
Stockholder's Equity (Details) [Line Items]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Business Combination [Member]
Stockholder's Equity (Details) [Line Items]
Business combination, description	The 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.
Preferred Stock [Member]
Stockholder's Equity (Details) [Line Items]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Warrant [Member] \| Business Combination [Member]
Stockholder's Equity (Details) [Line Items]
Business combination, description	. 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.	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.
Founder Shares Member \| Business Combination [Member]
Stockholder's Equity (Details) [Line Items]
Business combination, description	(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.	(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
Class A common stock
Stockholder's Equity (Details) [Line Items]
Common stock, authorized	100,000,000	100,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock shares issued	2,484,843	1,553,616
Common stock shares outstanding	2,484,843	1,553,616
Common stock subject to possible redemption	7,870,157	8,801,384
Class B Common Stock [Member]
Stockholder's Equity (Details) [Line Items]
Common stock, authorized	10,000,000	10,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock shares issued	2,500,000	2,500,000
Common stock shares outstanding	2,500,000	2,500,000
Conversion of common stock percentage	20.00%	20.00%

Warrants (Details) - $ / shares	6 Months Ended
Warrants (Details) - $ / shares	Jun. 30, 2021	Dec. 31, 2020
Warrants (Details) [Line Items]
Warrant of class A common stock	$ 0.01	$ 0.01
Warrants and rights term	5 years	5 years
Business Combination [Member]
Warrants (Details) [Line Items]
Description of business combination issuance price	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.	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.
Warrant [Member]
Warrants (Details) [Line Items]
Sale price of per share	$ 18.00	$ 18.00
Class A Common Stock [Member]
Warrants (Details) [Line Items]
Warrant of class A common stock	11.50	$ 11.50
Sale price of per share	$ 10.00

Fair Value Measurements (Details) - Schedule of fair value on a recurring basis - USD ($)	12 Months Ended
	Dec. 31, 2020	Jun. 30, 2021
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis [Line Items]
Mutual Funds held in Trust Account	$ 29,851	$ 100,031,414
U.S. Treasury Securities	99,983,000
Total	100,012,851	100,031,414
Warrant liabilities - Public Warrants	5,750,000	14,000,000
Warrant liabilities - Private Warrants	288,351	465,458
Total	6,038,351	14,465,458
Fair Value, Inputs, Level 1 [Member]
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis [Line Items]
Mutual Funds held in Trust Account	29,851	100,031,414
U.S. Treasury Securities	99,983,000
Total	100,012,851	100,031,414
Warrant liabilities - Public Warrants		14,000,000
Total		14,000,000
Fair Value, Inputs, Level 2 [Member]
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis [Line Items]
Mutual Funds held in Trust Account
Fair Value, Inputs, Level 3 [Member]
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis [Line Items]
Mutual Funds held in Trust Account
Warrant liabilities - Public Warrants	5,750,000
Warrant liabilities - Private Warrants	288,351	465,458
Total	$ 6,038,351	$ 465,458

Fair Value Measurements (Details) - Schedule of fair value measurements - $ / shares	3 Months Ended	6 Months Ended		12 Months Ended
	Sep. 30, 2020	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2020
Schedule of fair value measurements [Abstract]
Stock price (in Dollars per share)	$ 9.14	$ 10.83	$ 10.17	$ 10.17
Strike price (in Dollars per share)	$ 11.50	$ 11.5	$ 11.50	$ 11.5
Term (in years)	5 years 138 days	5 years 1 month 13 days	5 years 47 days	5 years 1 month 17 days
Volatility	24.40%	36.00%	24.40%	24.40%
Risk-free rate	0.32%	0.74%	0.38%	0.38%
Dividend yield	0.00%	0.00%	0.00%	0.00%

Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2021
Public [Member]
Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities [Line Items]
Fair value as of December 31, 2020	$ 7,554,852		$ 5,750,000
Change in valuation inputs or other assumptions	(1,804,852)	$ (215,870)	8,250,000
Fair value as of June 30, 2021	5,750,000	7,554,852	14,000,000
Private Placement [Member]
Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities [Line Items]
Fair value as of December 31, 2020	230,574		288,351
Change in valuation inputs or other assumptions	52,830	(7,056)	177,107
Fair value as of June 30, 2021	288,351	230,574	465,458
Warrant Liabilities [Member]
Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities [Line Items]
Fair value as of December 31, 2020	7,790,373		6,038,351
Change in valuation inputs or other assumptions	(1,752,022)	(217,979)	8,427,107
Fair value as of June 30, 2021	$ 6,038,351	$ 7,790,373	$ 14,465,458

Investment Held in Trust Account (Details) - USD ($)	6 Months Ended
Investment Held in Trust Account (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Investment Held in Trust Account (Details) [Line Items]
Investments maturity, Description	The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments.	The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments.
Mutual Fund [Member]
Investment Held in Trust Account (Details) [Line Items]
Investment held in trust account	$ 29,851
US Treasury Securities [Member]
Investment Held in Trust Account (Details) [Line Items]
Investment held in trust account	$ 99,986,310	$ 99,986,310

Investment Held in Trust Account (Details) - Schedule of investment in the Company's Trust Account	Dec. 31, 2020 USD ($)
Investment Held in Trust Account (Details) - Schedule of investment in the Company's Trust Account [Line Items]
Carrying Value	$ 100,016,161
Gross Unrealized Losses	(3,310)
Fair Value	100,012,851
Mutual Funds [Member]
Investment Held in Trust Account (Details) - Schedule of investment in the Company's Trust Account [Line Items]
Carrying Value	29,851
Fair Value	29,851
U.S. Treasury Securities [Member]
Investment Held in Trust Account (Details) - Schedule of investment in the Company's Trust Account [Line Items]
Carrying Value	99,986,310
Gross Unrealized Losses	(3,310)
Fair Value	$ 99,983,000

Balance Sheets - USD ($)	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Current assets
Cash and cash equivalents	$ 383,400	$ 1,094,761
Prepaid expenses	79,381	148,977
Total current assets	462,781	1,243,738
Total assets	100,509,592	101,259,899
Current liabilities
Accounts payable	6,364	5,000
Total current liabilities	219,839	247,945
Total liabilities	16,808,020	8,246,054
Commitments and contingencies (Note 12)
Redeemable convertible preferred stock (Series A, B, C and D) $0.001 par value, 265,096,962 shares authorized, 265,096,951 shares outstanding as of December 31, 2019, December 31, 2020 and March 31, 2021 (unaudited); liquidation preference of $435,579 as of December 31, 2019, December 31, 2020 and March 31, 2021 (unaudited).	78,701,570	88,013,840
Stockholders' (deficit) equity
Additional paid-in capital	12,729,166	3,579,954
Accumulated deficit	(7,729,664)	1,419,645
Total liabilities, redeemable convertible preferred stock and stockholders' (deficit) equity	100,509,592	101,259,899
Humacyte, Inc.
Current assets
Cash and cash equivalents	28,969,000	39,929,000	$ 93,713,000
Accounts receivable	689,000	113,000	601,000
Prepaid expenses	1,482,000	1,407,000	640,000
Total current assets	31,140,000	41,449,000	94,954,000
Finance lease right-of-use assets, net	22,462,000	23,492,000	25,552,000
Operating lease right-of-use assets, net	748,000	769,000	897,000
Property and equipment, net	37,960,000	40,978,000	47,288,000
Deferred offering costs	3,242,000
Total assets	95,552,000	106,688,000	168,691,000
Current liabilities
Accounts payable	3,039,000	2,274,000	3,272,000
Accrued expenses	8,652,000	4,592,000	6,000,000
PPP loan payable, current portion		2,451,000
Deferred payroll tax, current portion	145,000	145,000
Finance lease obligation, current portion	1,852,000	1,729,000	1,500,000
Operating lease obligation, current portion	43,000	42,000	70,000
Total current liabilities	15,953,000	11,233,000	10,842,000
PPP loan payable, net of current portion	24,364,000	822,000
SVB loan payable, net of current portion	15,390,000
Deferred payroll tax, net of current portion	144,000	144,000
Finance lease obligation, net of current portion	22,133,000	23,090,000	24,819,000
Operating lease obligation, net of current portion	705,000	727,000	829,000
Total liabilities	54,325,000	36,016,000	36,490,000
Redeemable convertible preferred stock (Series A, B, C and D) $0.001 par value, 265,096,962 shares authorized, 265,096,951 shares outstanding as of December 31, 2019, December 31, 2020 and March 31, 2021 (unaudited); liquidation preference of $435,579 as of December 31, 2019, December 31, 2020 and March 31, 2021 (unaudited).	420,989,000	420,989,000	420,989,000
Stockholders' (deficit) equity
Common stock, $0.001 par value; 340,216,780 shares authorized as of December 31, 2019, December 31, 2020 and March 31, 2021 (unaudited); 21,429,003, 22,172,545 and 22,614,873 shares issued and outstanding as of December 31, 2019, December 31, 2020 and March 31, 2021 (unaudited), respectively.	23,000	22,000	21,000
Additional paid-in capital	45,810,000	37,757,000	32,763,000
Accumulated deficit	(425,595,000)	(388,096,000)	(321,572,000)
Total stockholders' (deficit) equity	(379,762,000)	(350,317,000)	(288,788,000)
Total liabilities, redeemable convertible preferred stock and stockholders' (deficit) equity	$ 95,552,000	$ 106,688,000	$ 168,691,000

Balance sheet (Parenthetical) - Humacyte, Inc. - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Redeemable convertible preferred stock, par value	$ 0.001	$ 0.001	$ 0.001
Redeemable convertible preferred stock, shares authorized	265,096,962	265,096,962	265,096,962
Redeemable convertible preferred stock, shares outstanding	265,096,951	265,096,951	265,096,951
Redeemable convertible preferred stock, liquidation preference	$ 435,579	$ 435,579	$ 435,579
Common stock, par value	$ 0.001	$ 0.001	$ 0.001
Common stock, shares authorized	340,216,780	340,216,780	340,216,780
Common stock, shares issued	22,634,707	22,172,545	21,429,003
Common stock, shares outstanding	22,634,707	22,172,545	21,429,003

Statements of Operations and Comprehensive Loss - USD ($)	6 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Operating expenses:
Loss from operations	$ (737,486)
Other income (expenses), net
Interest income	15,253
Total other income (expenses), net	$ (8,411,823)
Weighted-average shares outstanding used in computing net loss per share attributable to common stockholders, basic and diluted	4,539,131
Humacyte, Inc.
Grant Revenue	$ 845,000	$ 453,000	$ 1,491,000	$ 6,187,000
Operating expenses:
Research and development (includes related party expenses of $571 and $620 for the years ended December 31, 2019 and 2020 and $182 and $85 for the three months ended March 31, 2020 and 2021 (unaudited))	29,705,000	26,187,000	54,078,000	75,603,000
General and administrative	10,178,000	5,981,000	12,013,000	16,275,000
Total operating expenses	39,883,000	32,168,000	66,091,000	91,878,000
Loss from operations	(39,038,000)	(31,715,000)	(64,600,000)	(85,691,000)
Other income (expenses), net
Interest income	3,000	275,000	278,000	2,567,000
Gain on PPP loan forgiveness	3,284,000
Interest expense	(1,748,000)	(1,112,000)	(2,202,000)	(2,298,000)
Total other income (expenses), net	1,539,000	(837,000)	(1,924,000)	269,000
Net loss and comprehensive loss	$ (37,499,000)	$ (32,552,000)	$ (66,524,000)	$ (85,422,000)
Net loss per share attributable to common stockholders, basic and diluted	$ (1.67)	$ (1.49)	$ (3.03)	$ (4.25)
Weighted-average shares outstanding used in computing net loss per share attributable to common stockholders, basic and diluted	22,499,516	21,854,473	21,956,162	20,120,442

Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Humacyte, Inc.
Related party expenses	$ 166	$ 313	$ 620	$ 571

Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders' Deficit - USD ($)	Redeemable Convertible Preferred Stock. Common Stock Humacyte, Inc.	Redeemable Convertible Preferred Stock. Common Stock	Common Stock Humacyte, Inc.	Additional Paid-in Capital Humacyte, Inc.	Additional Paid-in Capital	Accumulated Deficit Cumulative Effect Adjustment Humacyte, Inc.	Accumulated Deficit Humacyte, Inc.	Accumulated Deficit	Cumulative Effect Adjustment Humacyte, Inc.	Humacyte, Inc.	Total
Balance at the beginning at Dec. 31, 2018	$ 420,989,000
Balance at the beginning (in shares) at Dec. 31, 2018	265,096,951
Balance at the end at Dec. 31, 2019	$ 265,096,951	$ 265,096,951								$ 420,989,000
Balance at the end (in shares) at Dec. 31, 2019	420,989,000									265,096,951
Balance at the beginning at Dec. 31, 2018			$ 19,000	$ 27,090,000			$ (234,289,000)			$ (207,180,000)
Balance at the beginning (in shares) at Dec. 31, 2018			19,064,776
Equity
Proceeds from the exercise of stock options			$ 2,000	1,216,000						$ 1,218,000
Proceeds from the exercise of stock options (in shares)			2,364,227							2,364,227
Stock-based compensation				4,457,000						$ 4,457,000
Issuance of warrants in conjunction with debt (unaudited) \| ASU 2016-02						$ (1,861,000)			$ (1,861,000)
Net loss							(85,422,000)			(85,422,000)
Balance at the end at Dec. 31, 2019			$ 21,000	32,763,000			(321,572,000)			(288,788,000)
Balance at the end (in shares) at Dec. 31, 2019			21,429,003
Balance at the end at Jun. 30, 2020	$ 420,989,000									$ 420,989,000
Balance at the end (in shares) at Jun. 30, 2020	265,096,951									265,096,951
Equity
Proceeds from the exercise of stock options			$ 1,000	222,000						$ 223,000
Proceeds from the exercise of stock options (in shares)			609,011
Stock-based compensation				2,296,000						2,296,000
Net loss							(32,552,000)			(32,552,000)
Balance at the end at Jun. 30, 2020			$ 22,000	35,281,000	$ 0		(354,124,000)	$ 0		(318,821,000)	$ 0
Balance at the end (in shares) at Jun. 30, 2020			22,038,014
Balance at the beginning at Dec. 31, 2019	$ 265,096,951	$ 265,096,951								$ 420,989,000
Balance at the beginning (in shares) at Dec. 31, 2019	420,989,000									265,096,951
Balance at the end at Dec. 31, 2020	$ 420,989,000									$ 420,989,000	88,013,840
Balance at the end (in shares) at Dec. 31, 2020		265,096,951								265,096,951
Balance at the beginning at Dec. 31, 2019			$ 21,000	32,763,000			(321,572,000)			$ (288,788,000)
Balance at the beginning (in shares) at Dec. 31, 2019			21,429,003
Equity
Proceeds from the exercise of stock options			$ 1,000	300,000						$ 301,000
Proceeds from the exercise of stock options (in shares)			743,542							743,542
Stock-based compensation				4,694,000						$ 4,694,000
Net loss							(66,524,000)			(66,524,000)
Balance at the end at Dec. 31, 2020			$ 22,000	37,757,000	3,579,954		(388,096,000)	1,419,645		(350,317,000)	5,000,005
Balance at the end (in shares) at Dec. 31, 2020			22,172,545
Balance at the beginning at Jun. 30, 2020	$ 420,989,000									$ 420,989,000
Balance at the beginning (in shares) at Jun. 30, 2020	265,096,951									265,096,951
Balance at the beginning at Jun. 30, 2020			$ 22,000	35,281,000	0		(354,124,000)	0		$ (318,821,000)	0
Balance at the beginning (in shares) at Jun. 30, 2020			22,038,014
Balance at the beginning at Jun. 30, 2020	$ 420,989,000									$ 420,989,000
Balance at the beginning (in shares) at Jun. 30, 2020	265,096,951									265,096,951
Balance at the end at Dec. 31, 2020	$ 420,989,000									$ 420,989,000	88,013,840
Balance at the end (in shares) at Dec. 31, 2020		265,096,951								265,096,951
Balance at the beginning at Jun. 30, 2020			$ 22,000	35,281,000	0		(354,124,000)	0		$ (318,821,000)	0
Balance at the beginning (in shares) at Jun. 30, 2020			22,038,014
Equity
Net loss											1,419,645
Balance at the end at Dec. 31, 2020			$ 22,000	37,757,000	3,579,954		(388,096,000)	1,419,645		(350,317,000)	5,000,005
Balance at the end (in shares) at Dec. 31, 2020			22,172,545
Balance at the end at Jun. 30, 2021		$ 265,096,951								$ 420,989,000	78,701,570
Balance at the end (in shares) at Jun. 30, 2021	420,989,000									265,096,951
Equity
Proceeds from the exercise of stock options			$ 1,000	235,000						$ 236,000
Proceeds from the exercise of stock options (in shares)			462,162							336,642
Stock-based compensation				5,458,000						$ 5,458,000
Issuance of warrants in conjunction with debt (unaudited)				2,360,000						2,360,000
Net loss							(37,499,000)			(37,499,000)	(9,149,309)
Balance at the end at Jun. 30, 2021			$ 23,000	45,810,000	12,729,166		(425,595,000)	(7,729,664)		(379,762,000)	5,000,002
Balance at the end (in shares) at Jun. 30, 2021			22,634,707
Balance at the end at Jun. 30, 2021		$ 265,096,951								$ 420,989,000	78,701,570
Balance at the end (in shares) at Jun. 30, 2021	420,989,000									265,096,951
Balance at the beginning at Mar. 31, 2021					13,015,395			(8,015,887)			5,000,010
Equity
Net loss											286,223
Balance at the end at Jun. 30, 2021			$ 23,000	$ 45,810,000	$ 12,729,166		$ (425,595,000)	$ (7,729,664)		$ (379,762,000)	$ 5,000,002
Balance at the end (in shares) at Jun. 30, 2021			22,634,707

Statements of Cash Flows - USD ($)	6 Months Ended			12 Months Ended
Statements of Cash Flows - USD ($)	Jun. 30, 2021	Dec. 31, 2020	Jun. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Cash flows from operating activities
Net loss	$ (9,149,309)	$ 1,419,645
Changes in operating assets and liabilities:
Prepaid expenses	54,199	(148,977)
Accounts payable	1,365	5,000
Net cash used in operating activities	(616,225)	(245,662)
Cash flows from investing activities
Net cash used in investing activities		(100,000,000)
Cash flows from financing activities
Payment of deferred offering costs		(329,713)
Net cash provided by (used in) financing activities	(95,136)	101,340,423
Net decrease in cash and cash equivalents		1,094,761
Humacyte, Inc.
Cash flows from operating activities
Net loss	(37,499,000)		$ (32,552,000)	$ (66,524,000)	$ (85,422,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	3,106,000		3,162,000	6,291,000	4,689,000
Stock-based compensation expense	5,458,000		2,296,000	4,694,000	4,457,000
Loss on disposal of property and equipment			149,000	177,000	69,000
Amortization expense	1,030,000		1,030,000	2,060,000	2,060,000
Non-cash operating lease costs	21,000		44,000	81,000	62,000
Amortization of SVB debt discount	313,000
Accrued interest on PPP loan obligation	11,000		7,000	22,000
Gain on PPP loan forgiveness	(3,284,000)
Changes in operating assets and liabilities:
Accounts receivable	(576,000)		407,000	488,000	(185,000)
Prepaid expenses	(75,000)		(678,000)	(767,000)	216,000
Other assets					112,000
Accounts payable	769,000		(911,000)	(889,000)	2,434,000
Accrued expenses	1,524,000		(482,000)	(1,408,000)	372,000
Operating lease obligation	(21,000)		(54,000)	(82,000)	(62,000)
Deferred payroll taxes				289,000
Deferred revenue					(589,000)
Net cash used in operating activities	(29,223,000)		(27,582,000)	(55,568,000)	(71,787,000)
Cash flows from investing activities
Purchase of property and equipment	(92,000)		(289,000)	(318,000)	(8,125,000)
Proceeds from sale of property and equipment			50,000	50,000
Net cash used in investing activities	(92,000)		(239,000)	(268,000)	(8,125,000)
Cash flows from financing activities
Proceeds from the exercise of stock options	236,000		223,000	301,000	1,218,000
Proceeds from PPP loan			3,251,000	3,251,000
Proceeds from SVB loan	19,944,000
Payment of SVB loan issuance cost	(285,000)
Payment of deferred offering costs	(706,000)
Payment of finance lease principal	(834,000)		(722,000)	(1,500,000)	(1,292,000)
Net cash provided by (used in) financing activities	18,355,000		2,752,000	2,052,000	(74,000)
Net decrease in cash and cash equivalents	(10,960,000)		(25,069,000)	(53,784,000)	(79,986,000)
Cash and cash equivalents at the beginning of the period	39,929,000	68,644,000	93,713,000	93,713,000	173,699,000
Cash and cash equivalents at the end of the period	28,969,000	$ 39,929,000	68,644,000	39,929,000	93,713,000
Supplemental disclosure
Cash paid for interest on SVB loan	258,000
Supplemental disclosure of noncash activities:
Operating lease right-of-use assets obtained in exchange for lease obligations			$ 36,000	36,000	36,000
Accrued property and equipment				$ 4,000	$ 113,000
Issuance of warrants in conjunction with debt	2,360,000
Unpaid deferred offering costs	$ 2,536,000

Organization and Description of Business	6 Months Ended
Organization and Description of Business	Jun. 30, 2021	Dec. 31, 2020
Organization and Description of Business	Note 1 — Organization and Business Operations Organization and General Alpha Healthcare Acquisition Corp. (the “Company”) was incorporated as a Delaware corporation on July 1, 2020. The 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. The Company has selected December 31 as its fiscal year end. On February 17, 2021, the Company entered into a business combination agreement (the “Business Combination Agreement”) by and among the Company, Hunter Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Humacyte, Inc., a Delaware corporation (“Humacyte”). The Business Combination Agreement provides, among other things, that on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into Humacyte, with Humacyte surviving as a wholly-owned subsidiary of the Company (the “Business Combination”). Upon the closing of the Business Combination (the “Closing”), it is anticipated that the Company will change its name to “Humacyte, Inc.” As of June 30, 2021, the Company had not yet commenced any operations. All activity through June 30, 2021, 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. Financing The 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. Inc. (“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 in Note 4. Transaction costs amounted to $4,197,388 consisting of $2,000,000 of underwriting fee, $1,959,758 of deferred underwriting fee and $329,713 of other offering costs. Of the total transaction cost $317,023 was expensed as non-operating expenses in that statement of operations with the rest of the offering cost charged to stockholders’ equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A common stock. Trust Account Following 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 in U.S. 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. Initial Business Combination The 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. The 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. There is no assurance that the Company will be able to successfully effect a business combination. The 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). The 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. The 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. The 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. The 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. Therefore, the Company cannot assure that its sponsor would be able to satisfy those obligations. Proposed Business Combination with Humacyte Business Combination Agreement If the Business Combination Agreement is approved and adopted and the business combination is subsequently completed, Merger Sub will merge with and into Humacyte, with Humacyte as the surviving company in the merger and, after giving effect to such merger, Humacyte shall be a wholly owned subsidiary of AHAC. Under the terms of the Business Combination Agreement, at the effective time of the Business Combination (the “Effective Time”), (i) each outstanding share of Humacyte common stock will be cancelled and converted into the right to receive a number of shares of common stock of New Humacyte (the “New Humacyte common stock”) equal to the Exchange Ratio (as defined in this proxy statement/prospectus); (ii) each outstanding share of Humacyte preferred stock will be cancelled and converted into the right to receive a number of shares of New Humacyte common stock equal to (A) the aggregate number of shares of Humacyte common stock that would be issued upon conversion of the shares of Humacyte preferred stock based on the applicable conversion ratio immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio; and (iii) each outstanding Humacyte option or warrant will be converted into an option or warrant, as applicable, to purchase a number of shares of New Humacyte common stock equal to (A) the number of shares of Humacyte common stock subject to such option or warrant multiplied by (B) the Exchange Ratio at an exercise price per share equal to the current exercise price per share for such option or warrant divided by the Exchange Ratio; in each case, rounded down to the nearest whole share. Holders of shares of Humacyte common stock and Humacyte preferred stock also will be eligible to receive up to an aggregate of 15,000,000 shares of New Humacyte common stock based on the share price performance of the New Humacyte common stock. The Exchange Ratio is approximately 0.26260. Sponsor Support Agreement In connection with the execution of the Business Combination Agreement, Sponsor and the other holders (the “Company Supporting Stockholders”) of the Class B Common Stock entered into a support agreement with AHAC and Humacyte (the “Sponsor Support Agreement”). Under the Sponsor Support Agreement, each Company Supporting Stockholder agreed to vote, at any meeting of the stockholders of AHAC and in any action by written consent of the stockholders of AHAC, all of such Company Supporting Stockholder’s Class A Common Stock and Class B Common Stock (i) in favor of (a) the Business Combination Agreement and the transactions contemplated thereby and (b) the other proposals that AHAC and Humacyte agreed in the Business Combination Agreement shall be submitted at such meeting for approval by AHAC’s stockholders together with the proposal to obtain the Company Stockholder Approval (the “Required Transaction Proposals”) and (ii) against any proposal that conflicts or materially impedes or interferes with any Required Transaction Proposals or that would adversely affect or delay the Business Combination. The Sponsor Support Agreement also prohibits each Company Supporting Stockholder from, among other things and subject to certain exceptions, selling, assigning or transferring any Class A Common Stock or Class B Common Stock held by such Company Supporting Stockholder or taking any action that would have the effect of preventing or materially delaying such Company Supporting Stockholder from performing his, her or its obligations under the Sponsor Support Agreement. In addition, in the Sponsor Support Agreement, each Company Supporting Stockholder agreed to waive, and not to assert or perfect, among other things, any rights to adjustment or other anti-dilution protections with respect to the rate at which the shares of Class B Common Stock held by the Company Supporting Stockholders convert into shares of Class A Common Stock in connection with the transactions contemplated by the Business Combination Agreement. Humacyte Support Agreement In connection with the execution of the Business Combination Agreement, certain Humacyte stockholders (the “Humacyte Supporting Stockholders”) entered into a support agreement with AHAC (the “Humacyte Support Agreement”). Under the Humacyte Support Agreement, each Humacyte Supporting Stockholder agreed, within two business days following the date that AHAC delivers the proxy statement/prospectus to AHAC’s stockholders (following the date that the proxy statement/prospectus becomes effective), to execute and deliver a written consent with respect to all outstanding shares of Humacyte common stock and preferred stock held by such Humacyte Supporting Stockholder (the “Subject Humacyte Shares”) approving the Business Combination Agreement and the transactions contemplated thereby. In addition to the foregoing, each Humacyte Supporting Stockholder agreed that, at any meeting of the holders of Humacyte capital stock, each such Humacyte Supporting Stockholder will appear at the meeting, in person or by proxy, and cause its Subject Humacyte Shares to be voted (i) to approve and adopt the Business Combination Agreement, the transactions contemplated thereby, and any other matters necessary or reasonably requested by Humacyte for consummation of the Business Combination; and (ii) against any proposal that conflicts or materially impedes or interferes with, or would adversely affect or delay, the consummation of the transactions contemplated by the Business Combination Agreement. The Humacyte Support Agreement also prohibits the Humacyte Supporting Stockholders from, among other things, (i) transferring any of the Subject Humacyte Shares; (ii) entering into (a) any option, commitment or other arrangement that would require the Humacyte Support Stockholders to transfer the Subject Humacyte Shares, or (b) any voting trust, proxy or other contract with respect to the voting or transfer of the Subject Humacyte Shares; or (iii) taking any action in furtherance of the foregoing. In addition, under the Humacyte Support Agreement, each Humacyte Supporting Stockholder agreed (i) not to exercise any rights of appraisal or dissenter’s rights relating to the Business Combination Agreement and the transactions contemplated thereby; and (ii) to irrevocably waive, on behalf of itself and each other holder of Humacyte preferred stock, any right to certain payments upon liquidation of Humacyte pursuant to its certificate of incorporation. PIPE Subscription Agreements In connection with the Business Combination, the Company entered into subscription agreements with certain investors (the “Subscription Agreements”), pursuant to which, among other things, certain investors (the “PIPE Investors”) have subscribed to purchase an aggregate of 17,500,000 shares of Class A Common Stock (together, the “PIPE Investment”) for a purchase price of $10.00 per share, or an aggregate purchase price of $175,000,000, which shares are to be issued at the Closing. The obligations of each party to consummate the PIPE Investment are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Business Combination Agreement. The closing of the PIPE Investment will occur on the date of and immediately prior to the consummation of the Business Combination and is conditioned thereon and on other customary closing conditions. The Class A Common Stock to be issued pursuant to the Subscription Agreements has not been registered under the Securities Act, and will be issued in reliance upon the exemption provided under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. The Subscription Agreements will terminate and be void and of no further force or effect upon the earliest to occur of: (a) such date and time as the Business Combination Agreement is terminated in accordance with its terms, (b) the mutual written consent of each of the parties to each such Subscription Agreement, (c) AHAC’s notification to the PIPE Investors in writing that it has abandoned its plans to move forward with the Business Combination and/or has terminated a PIPE Investor’s obligations, (d) the conditions to closing set forth in the Subscription Agreement not having been satisfied or waived on or prior to the date of the Closing and, as a result thereof, the transactions contemplated by the Subscription Agreement are not consummated at the Closing, or (e) the Termination Date, if the Closing has not occurred on or prior to such date. Investor Rights and Lock-up Agreement At the Effective Time, AHAC and certain of the Humacyte stockholders and AHAC stockholders will enter into the Investor Rights and Lock-up Agreement, pursuant to which, among other things, (a) such stockholders (i) will agree not to effect any sale or distribution of any shares held by any of them during the one-year lock-up period described therein, (ii) will be granted certain registration rights with respect to certain shares of securities held by them, and (iii) provides for certain provisions related to the New Humacyte Board, in each case, on the terms and subject to the conditions therein. Pursuant to the Investor Rights and Lock-up Agreement, the Sponsor and Messrs. Carlson, Robertson, Springer and Xie, directors of AHAC, will have the right to designate, and the New Humacyte Board will nominate, one individual for election to the New Humacyte Board for so long as the designating stockholders collectively own at least 5.0% of New Humacyte common stock. If the volume weighted average price (“VWAP”) of New Humacyte common stock on Nasdaq, or any other national securities exchange on which New Humacyte 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, then, commencing at least 180 days after the Closing, the lock-up period shall be deemed to have expired with respect to 50% of the shares of New Humacyte 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. Lock-up Agreement At the Effective Time, certain Humacyte stockholders who do not enter into the Investor Rights and Lock-up Agreement will enter into a lock-up agreement (the “Lock-up Agreement”) restricting their ability to transfer. The Lock-up Agreement has substantially the same terms as the Investor Rights and Lock-up Agreement, described above in “— Investor Rights and Lock-up Agreement” (with the exception of the right to designate a member of the New Humacyte Board). The above description of the proposed Business Combination should be read in conjunction with the disclosures contained in the Form S-4 originally filed by the Company with the SEC on March 23, 2021 and declared effective by the SEC on August 4, 2021. Liquidity As of June 30, 2021, the Company had cash outside the Trust Account of $383,400 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 June 30, 2021 and December 31, 2020, none of the amount in the Trust Account was available to be withdrawn as described above. Through June 30, 2021, 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 $147,763 and the remaining net proceeds from the IPO and the sale of Private Placement Units. The Company anticipates that the $383,400 outside of the Trust Account as of June 30, 2021, 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. The 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. Risks and Uncertainties On 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 to evolve. 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.	Note 1 — Organization and Business Operations Organization and General Alpha Healthcare Acquisition Corp. (the “Company”) was incorporated as a Delaware corporation on July 1, 2020. The 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. The Company has selected December 31 as its fiscal year end. As 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. Financing The 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 4. Simultaneously with the closing of the IPO, the Company consummated the sale of 355,000 Units (the “Private Placement Units”) the Sponsor, Oppenheimer & Co. Inc. (“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 in Note 5. Transaction costs amounted to $4,197,388 consisting of $2,000,000 of underwriting fee, $1,959,758 of deferred underwriting fee and $329,713 of other offering costs. Of the total transaction cost $317,023 was expensed as non-operating expenses in that statement of operations with the rest of the offering cost charged to stockholders’ equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A common stock. Trust Account Following 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 in U.S. 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. Initial Business Combination The 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. Note 1 — Organization and Business Operations (continued) The 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. There is no assurance that the Company will be able to successfully effect a business combination. The 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). The 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. The 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. The 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. The 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. Therefore, the Company cannot assure that its sponsor would be able to satisfy those obligations. Note 1 — Organization and Business Operations (continued) Liquidity As 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. Through 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. The 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 6) from the initial stockholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 6), 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. The 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. Risks and Uncertainties On 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 to evolve. 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.
Humacyte, Inc.
Organization and Description of Business	1. Organization and Description of Business Organization Humacyte, Inc., or the Company, is pioneering the development and manufacture of off-the-shelf, universally implantable, bioengineered human tissues to improve the lives of patients and transform the practice of medicine. The Company is leveraging its technology platform to develop proprietary, bioengineered, acellular human tissues for use in the treatment of diseases and conditions across a range of anatomic locations in multiple therapeutic areas. Liquidity and Going Concern Since its inception in 2004, the Company has generated no product revenue and has incurred net losses and negative cash flows from operations in each year. To date, the Company has financed its operations primarily through the sale of equity securities and convertible debt and, to a lesser extent, through governmental and other grants. At December 31, 2019 and 2020 and June 30, 2021 (unaudited), the Company had an accumulated deficit of $321.6 million, $388.1 million and $425.7 million, respectively. The Company’s net losses were $85.4 million and $66.5 million for the years ended December 31, 2019 and 2020, respectively, and $32.6 million and $37.5 million for the six months ended June 30, 2020 and 2021 (unaudited). Substantially all of the Company’s net losses resulted from costs incurred in connection with the Company’s research and development programs and from general and administrative costs associated with the Company’s operations. The Company expects to incur substantial operating losses and negative cash flows from operations for the foreseeable future as the Company advances its product candidates. The Company does not believe its existing cash and cash equivalents will be sufficient to fund its anticipated operating expenses, including clinical trial expenses, and capital expenditure requirements for at least twelve months following the date these financial statements were issued. Until such time, if ever, as the Company is able to successfully develop and commercialize one or more of its product candidates, it expects to fund its operations through the sale of equity, debt, borrowing under credit facilities or through potential collaborations with other companies, other strategic transactions or government contracts and grants. The Company’s future capital requirements will depend on many factors, and adequate capital may not be available to the Company when needed or on acceptable terms. If the Company is unable to raise capital, it could be forced to delay, reduce, suspend or cease its research and development programs or any future commercialization efforts, which would have a negative impact on the Company’s business, prospects, operating results and financial condition. As of March 22, 2021, the issuance date of the financial statements for the year ended December 31, 2020, the Company has concluded that there is substantial doubt about its ability to continue as a going concern within one year after the date that the annual financial statements were issued. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. Business Combination On February 17, 2021, the Company entered into a business combination agreement with Alpha Healthcare Acquisition Corp. (“AHAC”) and Hunter Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of AHAC, pursuant to which Merger Sub will merge with the Company, with the Company surviving the Merger as a wholly owned subsidiary of AHAC (the “Merger”). As a result of the Merger, AHAC will immediately be renamed Humacyte, Inc. (“New Humacyte”). Immediately prior to the consummation of the Merger, the Company’s outstanding preferred stock will automatically convert into shares of the Company’s common stock at the then-effective conversion ratio. In addition, concurrently with the completion of the Merger, certain investors have agreed to subscribe for and purchase an aggregate of $175 million of common stock of New Humacyte (the “PIPE Investment”). The boards of directors of both AHAC and the Company have approved the proposed Merger. Completion of the Merger is subject to approval of AHAC’s shareholders and the satisfaction or waiver of certain other customary closing conditions. The Company expects that the Merger will represent a business combination pursuant to FASB ASC Topic 805, Business Combinations and will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, AHAC will be treated as the acquired company for financial reporting purposes. This determination is primarily based on the fact that subsequent to the Merger, the Company’s stockholders are expected to have a majority of the voting power of the combined company, the Company will comprise all of the ongoing operations of the combined company, the Company will comprise a majority of the governing body of the combined company, and the Company’s senior management will comprise all of the senior management of the combined company. Accordingly, for accounting purposes, the Merger will be treated as the equivalent of the Company issuing shares for the net assets of AHAC, accompanied by a recapitalization. The net assets of AHAC will be stated at historical costs. No goodwill or other intangible assets will be recorded. Operations prior to the Merger will be those of the Company. Impact of COVID-19 The COVID-19 pandemic, which began in December 2019 and has spread worldwide, has caused many governments to implement measures to slow the spread of the outbreak, including shelter-in-place orders and the mandatory shutdown of certain businesses. The outbreak and government measures taken in response have had a significant impact, both direct and indirect, on the Company’s business, as supply chains have been disrupted, and facilities and production have been suspended. The future progression of the pandemic and its effects on the Company’s business and operations are uncertain. The COVID-19 pandemic may affect the Company’s ability to initiate and complete preclinical studies, delay its clinical trials or future clinical trials, disrupt regulatory activities, or have other adverse effects on its business and operations. The pandemic has already caused significant disruptions in the financial markets, and may continue to cause such disruptions, which could impact the Company’s ability to raise additional funds to support its operations. Moreover, the pandemic has significantly impacted economies worldwide and could result in adverse effects on the Company’s business and operations. To date, the COVID-19 pandemic has not resulted in material financial impacts or impairment losses in the carrying values of the Company’s assets as a result of the pandemic and the Company is not aware of any specific related event or circumstance that would require it to revise the estimates reflected in these financial statements. The extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition, including current and future clinical trials and research and development costs, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19, the actions taken to contain or treat it, and the duration and intensity of the related economic impact of the pandemic.

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Summary of Significant Accounting Policies

Note 2 — Significant Accounting Policies

Basis of Presentation

Emerging Growth Company Status

Use of Estimates

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

Marketable Securities Held in Trust Account

Concentration of Credit Risk

Common Stock Subject to Possible Redemption

Net Loss per Common Stock

Below is a reconciliation of the net income per common share:


	For the		For the
	three months		six months
	ended		ended,
	June 30,		June 30,
	2021		2021
Numerator Earnings allocable to Class A common stock
Interest income on Trust account	$	1,187	$	11,592
Class A common stock net earnings	$	1,187	$	11,592
Denominator: Weighted average Class A shares
Class A Common stock, basic and diluted		7,841,024		8,315,869
Earnings/basic and diluted per share Class A common stock	$	0.00	$	0.00
Numerator: Net income (loss) minus Earnings allocable to Class A common stock
Net income (loss)	$	286,223	$	(9,149,309)
Less : Earnings allocable to Class A common stock		(1,187)		(11,592)
Class B net income (loss)	$	285,036	$	(9,160,901)
Denominator: weighted average Class B common stock
Class B common stock, basic and diluted		4,984,843		4,539,131
Income/Basic and diluted per share Class B common stock	$	0.06	$	(2.02)

Offering Costs

Fair Value of Financial Instruments

Derivative warrant liabilities

Income Taxes

The Company has identified the United States as its only “major” tax jurisdiction.

Recent Accounting Standards

Management 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.

Note 3 — Significant Accounting Policies

Basis of Presentation

Emerging Growth Company Status

Use of Estimates

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

Marketable Securities Held in Trust Account

Note 3 — Significant Accounting Policies (continued)

Concentration of Credit Risk

Financial 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.

Common Stock Subject to Possible Redemption

The 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’ equity. 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, 8,801,384 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.

Net Loss per Common Stock

Net 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 earnings. 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.

Note 3 — Significant Accounting Policies (continued)

Below is a reconciliation of the net income per common share:


	For the period
	From
	July 1,
	2020
	(Inception)
	through
	December 31,
	2020
Numerator Earnings allocable to Class A common stock subject to possible redemption
Interest income on Trust account	$	16,161
Class A common stock subject to possible redemption net earnings	$	16,161
Denominator: Weighted average Class A shares subject to possible redemption
Class A Common stock subject to possible redemption, basic and diluted		6,338,515
Earnings/basic and diluted per share Class A common stock subject to possible redemption	$	0.00
Numerator: Net income minus Earnings allocable to Class A common stock subject to possible redemption
Net income (loss)	$	1,419,645
Less: Earnings allocable to Class A common stock subject to possible redemption		16,161
Non-redeemable ordinary shares net income	$	1,403,484
Denominator: weighted average Non-redeemable ordinary shares
Non-redeemable ordinary shares, basic and diluted		2,500,000
Income/Basic and diluted per share Non-redeemable ordinary shares	$	0.56

Offering Costs

Fair Value of Financial Instruments

Derivative warrant liabilities

Note 3 — Significant Accounting Policies (continued)

Income Taxes

The 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.

The Company has identified the United States as its only “major” tax jurisdiction.

Recent Accounting Standards

Management 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.

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation

The Company has prepared the accompanying financial statements in conformity with accounting principles generally accepted in the United States of America, or GAAP.

Unaudited Interim Financial Statements

The accompanying balance sheet as of June 30, 2021, and the statements of operations and comprehensive loss, the statements of changes in redeemable convertible preferred stock and stockholders’ deficit and the statements of cash flows for the six months ended June 30, 2020 and 2021 are unaudited. These unaudited interim financial statements have been prepared on the same basis as the audited financial statements, and in management’s opinion, include all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of June 30, 2021 and its results of operations and cash flows for the six months ended June 30, 2020 and 2021. The financial data and the other financial information disclosed in the notes to these financial statements related to these six-month periods are also unaudited. The results of operations for the six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ended December 31, 2021 or any other period.

Segments

The Company operates and manages its business as one reportable and operating segment. The Company is developing proprietary, bioengineered, acellular human tissues that can be used in the treatment of diseases and conditions across a range of anatomic locations in multiple therapeutic areas. The Company’s chief executive officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for purposes of evaluating financial performance and allocating resources.

Comprehensive loss

Comprehensive loss includes net loss as well as other changes in stockholders’ deficit that result from transactions and economic events other than those with stockholders. There was no difference between net loss and comprehensive loss for the years ended December 31, 2019 and 2020 and the six months ended June 30, 2021 (unaudited).

Use of Estimates

The preparation of financial statements in conformity with 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 revenues and expenses during the reporting period. Significant estimates in the financial statements include stock-based compensation costs, right-of-use, or ROU, assets, accruals for research and development activities, fair value of common stock, useful lives of property and equipment, redeemable convertible preferred stock and income taxes. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all short-term, highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash deposits are held with financial institutions with investment-grade ratings in the United States of America, or US. Cash deposits typically exceed federally insured limits. As of December 31, 2019 and 2020, and June 30, 2021 (unaudited), cash and cash equivalents consisted of cash on deposit with banks denominated in US dollars and investments in money market funds.

Redeemable Convertible Preferred Stock

The Company analyzes all issued equity instruments to determine the appropriate accounting and classification. The Company evaluates its equity instruments under Accounting Standards Codification, or ASC 480, Distinguishing liabilities from equity, to determine whether the instrument embodies an obligation of the Company and, if not, the appropriate classification within temporary or permanent equity. Equity instruments that are classified as temporary equity will have at least one of the following characteristics: redemption at a fixed or determinable price on a fixed or determinable date or dates, redemption at the option of the holder, or any condition of redemption or liquidation which is not solely within the control of the Company without regard to probability.

The Company records equity instruments that are classified as temporary equity at fair value upon issuance, net of issuance costs. The Company accretes the carrying value of its redeemable convertible preferred stock to the redemption or liquidation amount once the Company has determined that it is probable that it will become redeemable or be liquidated. The accretion will be recorded as charges against additional paid-in capital until the additional paid-in capital balance is reduced to zero. At that time, additional accretion adjustments will be recorded as additions to accumulated deficit.

The Company also analyzes instances where the equity instrument has a conversion feature pursuant to ASC 815, Derivatives and hedging, to determine whether the embedded conversion feature should be bifurcated from the equity instrument and accounted for separately. As of December 31, 2019 and 2020, and June 30, 2021 (unaudited), the Company did not have any instruments that have been recognized as derivative liabilities with respect to its outstanding redeemable convertible preferred stock.

Revenue Recognition

The Company’s revenues generally consist of grant revenues, including revenues generated under government and other awarded grants.

In 2014, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update No. 2014-09, Revenues from Contracts with Customers (Topic 606), or ASC 606. The new guidance became effective January 1, 2019 for private companies with early adoption allowed. The Company adopted ASC 606 on January 1, 2019 using the modified-retrospective adoption method for all contracts that were not completed as of the date of adoption. Under the modified-retrospective method, there was no cumulative effect of applying the standard as of January 1, 2019.

Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. ASC 606 also impacts certain other areas, such as the accounting for costs to obtain or fulfill a contract.

In addition, ASC 606 requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.

For contracts where the period between when the Company transfers a promised good or service to the customer and when the customer pays is one year or less, the Company has elected the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component.

Grant Revenue

The Company generates revenue primarily from government and other awarded grants that reimburse the Company for certain allowable costs related to research and development efforts. These grants include the following terms:

The Department of Defense grants are for an award of $4.0 million, all of which has been recognized as revenue before the program ended, for work on bioengineered blood vessels for vascular trauma which was awarded to the Company in September 2017 and ended in February 2020 and an award of $7.1 million for work to support human tissue engineered blood vessels for vascular reconstruction in the injured warfighter which was awarded to the Company in August 2017 and is ongoing. The Company has recognized revenue of $4.5 million during 2019, $1.1 million during 2020, and $0.5 million and $0.8 million during the six months ended June 30, 2020 (unaudited) and 2021 (unaudited), respectively, for reimbursement of certain allowable costs related to these grants.

The California Institute of Regenerative Medicine grants are for work to support the Company’s Phase III clinical trials, which were awarded to the Company in July 2016 and November 2017. The Company recognized $11.2 million in revenue from these grants upon the achievement of performance milestones related to patient enrollment targets before this program ended in 2020. The Company has recognized revenue of $1.7 million during 2019 and no revenue was recognized during 2020 or during the six months ended June 30, 2020 (unaudited) and 2021 (unaudited), respectively, for reimbursement of certain allowable costs related to these grants.

The National Institutes of Health grant is for $1.6 million for work to support bioengineered grafts for peripheral vascular disease which was awarded to the Company in November 2013. The Company recognized $1.6 million for the reimbursement of certain allowable costs related to the grant before this program ended in 2020. The Company has recognized no revenue during 2019, $0.3 million during 2020, and no revenue during the six months ended June 30, 2020 (unaudited) and 2021 (unaudited) for reimbursement of certain allowable costs related to these grants.

The Company has determined that the grants are not within the scope of ASC 606 as they do not meet the definition of a contract with a customer. The Company has concluded that the grants meet the definition of a contribution and are nonexchange transactions and has applied the contribution accounting model in Subtopic 958-605, Not-for-Profit-Entities-Revenue Recognition by analogy.

The Company recognizes funding received from grants as revenue, rather than as a reduction of research and development expenses, because the Company is the principal in conducting the research and development activities and these grants are central to the Company’s ongoing operations. The Company recognizes revenue only after the qualifying expenses related to the grants have been incurred and it is reasonably assured that the expenses will be reimbursed and the revenue will be collectible. The related costs incurred are included in research and development expense in our statements of operations and comprehensive loss.

Revenue from grants not within the scope of ASC 606 was $6.2 million and $1.5 million for the years ending December 31, 2019 and 2020, respectively, and $0.4 million and $0.8 million for the six months ended June 30, 2020 and 2021 (unaudited), respectively.

Concentration of Credit Risk

Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. Total cash balances exceeded insured balances by the Federal Deposit Insurance Corporation as of December 31, 2019 and 2020 and June 30, 2021 (unaudited). Cash equivalents are invested in highly rated money market funds invested only in obligations of the US government and its agencies.

The majority of the Company’s revenue has been derived from government grants. The Company’s grants, which represented 10% or more of the Company’s total revenue during the years ended December 31, 2019 and 2020 and the six months ended June 30, 2021 (unaudited) or accounts receivable balance as of December 31, 2019 and 2020 and June 30, 2021 (unaudited), are as follows:


	2019				2020				June 2020 (unaudited)				June 2021 (unaudited)
			Accounts				Accounts				Accounts				Accounts
	Revenue		Receivable		Revenue		Receivable		Revenue		Receivable		Revenue		Receivable
Grant A	28	%	—		—		—		—		—		—		—
Grant B	38	%	67	%	10	%	—		32	%	—		—		—
Grant C	34	%	33	%	67	%	100	%	61	%	83	%	100	%	100	%
Grant D	—		—		18	%	—		—		—		—		—
Total	100	%	100	%	95	%	100	%	93	%	83	%	100	%	100	%

All of the Company’s revenues were generated from grants from government and other entities located in the United States, for the years ended December 31, 2019 and 2020, and the six months ended June 30, 2020 and 2021 (unaudited).

Other Risks and Uncertainties

The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, successful discovery and development of its product candidates, the success of clinical trials and other studies for its product candidates, including for its ongoing V005 Phase II/III clinical trial and V007 Phase III clinical trial, the regulatory approval and commercialization of its HAVs and other product candidates, the expected size of the target populations for the Company’s product candidates, the degree of market acceptance of the HAVs, if approved, the availability of third-party coverage and reimbursement, development by competitors of new technological innovations, the ability to manufacture HAVs and other product candidates in sufficient quantities, expectations regarding the Company’s strategic partnerships, dependence on third parties, key personnel and the ability to attract and retain qualified employees, protection of proprietary technology and confidentiality of trade secrets, compliance with governmental regulations, the impact of the COVID-19 pandemic, the Company’s implementation and maintenance of effective internal controls, and the ability to secure additional capital to fund operations and commercial success of its product candidates.

Product candidates currently under development will require extensive preclinical and clinical testing and regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel, and infrastructure and extensive compliance-reporting capabilities. Even if the Company’s commercialization efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales, and the Company may depend on certain strategic relationships to distribute its products, including the Company’s strategic partnership with Fresenius Medical Care Holdings, Inc., or Fresenius Medical Care, to sell, market and distribute its 6 millimeter HAV for certain specified indications.

Net Loss per Share Attributable to Common Stockholders

The Company applies the two-class method to compute basic and diluted net loss per share attributable to common stockholders when shares meet the definition of participating securities. The two-class method determines net loss per share for each class of common and redeemable convertible preferred stock according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income (loss) available to common stockholders for the period to be allocated between common and redeemable convertible preferred stock based upon their respective rights to share in the earnings as if all income (loss) for the period had been distributed. During periods of loss, there is no allocation required under the two-class method since the redeemable convertible preferred stock does not have a contractual obligation to share in the Company’s losses.

Basic net loss per share attributable to common stockholders is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period without consideration of potentially dilutive common stock. Diluted net loss per share attributable to common stockholders reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company unless inclusion of such shares would be anti-dilutive. Since the Company has only incurred losses, basic and diluted net loss per share is the same. Securities that could potentially dilute net loss per share in the future that were not included in the computation of diluted net loss per share are as follows:


	December 31,		June 30,
	2019	2020	2020	2021
			(Unaudited)	(Unaudited)
Shares issuable upon conversion of Series A redeemable convertible preferred stock	70,152,805	70,152,805	70,152,805	70,152,805
Shares issuable upon conversion of Series B redeemable convertible preferred stock	91,919,158	91,919,158	91,919,158	91,919,158
Shares issuable upon conversion of Series C redeemable convertible preferred stock	42,808,208	42,808,208	42,808,208	42,808,208
Shares issuable upon conversion of Series D redeemable convertible preferred stock	60,216,780	60,216,780	60,216,780	60,216,780
Exercise of options under stock plan	19,880,073	18,330,574	17,218,438	24,831,266
Warrants to purchase common stock	125,520	125,520	125,520	1,095,616

Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants at the measurement date. ASC 820, Fair Value Measurement and Disclosures, establishes a hierarchy whereby inputs to valuation techniques used in measuring fair value are prioritized, or the fair value hierarchy. There are three levels to the fair value hierarchy based on reliability of inputs, as follows:

●

Level 1 — Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets.

●

Level 2 — Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

●

Level 3 — Unobservable inputs in which little or no market data exists, therefore requiring the Company to develop its own assumptions.

The Company evaluates assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level at which to classify them for each reporting period, utilizing valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The determination requires significant judgments to be made by the Company.

The Company’s cash equivalents are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The carrying values of other receivables, accounts payable and accrued expenses as of December 31, 2019 and 2020, and June 30, 2021 (unaudited) approximated their fair values due to the short-term nature of these items.

Property and Equipment, Net

Property and equipment, net are recorded at cost less accumulated depreciation. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the balance sheet accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is calculated

using the straight-line method over the estimated useful lives of the related assets. The estimated useful lives for significant asset categories are as follows:


		Estimated Useful
Property and equipment		Lives (Years)
Scientific equipment		5 – 7
Computer equipment		5
Software		3
Furniture and fixtures		5 – 7
Leasehold improvements		Lesser of useful life or life of lease
Construction in progress		N/A

Impairment of Long-Lived Assets

The Company reviews the carrying value of property and equipment for indicators of possible impairment whenever events and circumstances indicate that the carrying value of an asset or asset group may not be recoverable from the estimated future net undiscounted cash flows expected to result from its use and eventual disposition. In cases where estimated future net undiscounted cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the asset or asset group. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition, and other economic factors. Based on this assessment, there was no impairment at December 31, 2019 and 2020.

Income Taxes

Income taxes are computed using the asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements. In estimating future tax consequences, the Company considers all expected future events other than enactment of changes in tax laws or rates. A valuation allowance is recorded, if necessary, to reduce net deferred tax assets to their realizable values if management does not believe it is more likely than not that the net deferred tax assets will be realized. As of December 31, 2019 and 2020, and June 30, 2021 (unaudited), the Company has recorded a full valuation allowance against its deferred tax assets.

The Company recognizes the benefit of an income tax position only if it is more likely than not (greater than 50%) that the tax position will be sustained upon tax examination, based solely on the technical merits of the tax position. Otherwise, no benefit can be recognized. Assessing an uncertain tax position begins with the initial determination of the sustainability of the position and is measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. As of each balance sheet date, unresolved uncertain tax positions must be reassessed. Additionally, the Company must accrue interest and related penalties, if applicable, on all tax exposures for which reserves have been established consistent with jurisdictional tax laws.

The Company has analyzed its filing positions in all significant Federal and state jurisdictions where it is required to file income tax returns, as well as open tax years in these jurisdictions. As of December 31, 2019 and 2020, and June 30, 2021 (unaudited), the Company has determined that no uncertain tax positions would have a material impact on the financials statements of the Company. The Company is no longer subject to Federal, state, and local tax examinations by tax authorities for years before 2017 although carry-forward attributes that were generated prior to 2017 may still be adjusted upon examination by the taxing authorities if they either have been or will be used in a future period. No income tax returns are currently under examination by taxing authorities.

As of December 31, 2019 and 2020, and June 30, 2021 (unaudited), the Company had not recorded any amounts for unrecognized tax benefits. The Company’s policy is to recognize interest and penalties related to uncertain tax positions in the provision for income taxes. As of December 31, 2019 and 2020, and June 30, 2021 (unaudited), the Company had no accrued interest or penalties related to uncertain tax positions, and no amounts had been recognized in the Company’s statements of operations and comprehensive loss.

Intellectual Property

The Company seeks to protect its intellectual property by filing patent applications in the United States and abroad related to novel technologies and product candidates that it views as important to its business. The patent positions of biotechnology companies

generally, including the Company’s patent positions, is highly uncertain and involves complex legal and factual questions for which legal principles remain unresolved. Patent costs have been expensed as incurred as general and administrative expense.

Research and Development

The Company expenses research and development costs as operating expenses as incurred. 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 consultants and CROs, including in connection with clinical trials, and other related clinical trial fees, such as for investigator grants, patient screening, 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 for and producing product candidates for clinical trials;

●

costs related to compliance with regulatory requirements;

●

costs related to the manufacturing scale-out initiative; and

●

license fees related to in-licensed technologies.

Accrued Research and Development

The Company has entered into various agreements with CROs and a CMO, which conduct preclinical studies and clinical trials and contract manufacturing activities. The Company’s research and development accruals are estimated based on the level of services performed, progress of the studies, including the phase or completion of events, and contracted costs. The estimated costs of research and development provided, but not yet invoiced, are included in accrued expenses on the balance sheet. If the actual timing of the performance of services or the level of effort varies from the original estimates, the Company will adjust the accrual accordingly. Payments made under these arrangements in advance of the performance of the related services are recorded as prepaid expenses and other current assets until the services are rendered. The Company terminated its agreement with its CMO on March 6, 2020 but will continue to rely on its CMO to store and ship HAV inventory until such time as its HAV inventory is fully depleted . As of December 31, 2020, the inventory value held at the CMO was immaterial and as of June 30, 2021 (unaudited), the inventory was fully depleted.

Stock-Based Compensation

The Company accounts for stock-based compensation for employees and non-employees measured at grant date, based on the fair value of the award. The Company measures the fair value of awards granted using the Black-Scholes option pricing model and recognizes the expense over the requisite service period using the straight-line method. Option valuation models, including the Black-Scholes option-pricing model, require the input of highly subjective assumptions, and changes in the assumptions used can materially affect the grant-date fair value of an award. These assumptions include the risk-free rate of interest, expected dividend yield, expected volatility, the expected term of the award, and the fair value of the underlying common stock on the date of grant. Forfeitures are accounted for as they occur.

Leases

Effective January 1, 2019, the Company accounts for its leases under ASC 842, Leases. The Company determines if an arrangement is or contains a lease and the classification of that lease at inception of a contract. The Company’s operating lease assets are included in “operating lease right-of-use assets, net”, and the current and non-current portions of the operating lease liabilities are

included in “operating lease obligation, current portion”, and “operating lease obligation, net of current portion”, respectively, on the balance sheets. The Company’s finance lease assets are included in “finance lease right-of-use assets, net”, and the current and non-current portions of the finance lease liabilities are included in “finance lease obligation, current portion”, and “finance lease obligation, net of current portion”, respectively, on the balance sheets.

Under this guidance, arrangements meeting the definition of a lease are classified as operating or finance leases, and are recorded on the balance sheet as both a right-of-use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease right-of-use assets and lease obligations are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. Operating lease right-of-use assets are adjusted for (i) payments made at or before the commencement date, (ii) initial direct costs incurred, and (iii) tenant incentives under the lease. As the implicit rate for the operating leases were not determinable, the Company used an incremental borrowing rate based on the information available at the respective lease commencement dates in determining the present value of future payments. The incremental borrowing rate represents the interest rate the Company would expect to incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease. The Company determined the incremental borrowing rate by considering various factors, such as its credit rating, interest rates of similar debt instruments of entities with comparable credit ratings, the lease term and the currency in which the lease was denominated. The Company considers a lease term to be the noncancelable period that it has the right to use the underlying asset, including any periods where it is reasonably certain the Company will exercise any option to extend the contract.

Lease expenses for minimum lease payments for operating leases are recognized on a straight-line basis over the lease term. Amortization expense of the right-of-use asset for finance leases is recognized on a straight-line basis over the lease term and interest expense for finance leases is recognized based on the incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term.

In calculating the right-of-use assets and lease liabilities, the Company has elected to combine lease and non-lease components for all asset classes. The Company excludes short-term leases, if any, having initial terms of 12 months or less from the new guidance as an accounting policy election, and recognizes rent expense on a straight-line basis over the lease term.

Prior to the adoption of ASC 842 on January 1, 2019 the Company was deemed to be the accounting owner of leased space during the construction of its headquarters in a build-to-suit arrangement. Upon substantial completion of construction in June 2018, the Company assessed the facility for sale-leaseback criteria qualification. The Company determined that the transaction did not meet the requirements of a sale-leaseback due to the Company’s continuing involvement in the leased facility. As such, the facility was accounted for as an asset financing, with the building asset and related facility financing obligation remaining on the Company’s balance sheet. The Company availed itself of the practical expedients provided under the ASU and its subsequent amendments regarding identification of leases, lease classification, indirect costs, and the combination of lease and non-lease components. Upon adoption of ASC 842, the Company removed the building assets and facility financing obligation, under the failed sale leaseback, for its headquarters lease from its financial statements, with a corresponding adjustment (addition) to accumulated deficit of $1.9 million, and recorded a finance lease liability and corresponding right-of-use asset, each for $27.6 million in connection with the headquarters lease. In addition, the adoption of this guidance resulted in the recognition of operating right-of-use assets and operating lease liabilities of $0.9 million as of January 1, 2019, which included the lease of the underlying land associated with its headquarters.

The cumulative effect of initially applying the new lease guidance on January 1, 2019 is as follows:


	January 1, 2019
			Cumulative		Beginning
	Beginning		Effect		Balance,
($ in thousands)	Balance		Adjustment		As Adjusted
Assets
Building asset	$	25,091	$	(25,091)	$	—
Finance lease right-of-use assets, net	$	—	$	27,612	$	27,612
Operating lease right-of-use assets, net	$	—	$	923	$	923

Liabilities and stockholders' deficit
Accrued expenses	$	7,049	$	(1)	$	7,048
Facility financing obligation, current portion	$	276	$	(276)	$	—
Finance lease obligation, current portion	$	—	$	1,292	$	1,292
Operating lease obligation, current portion	$	—	$	55	$	55
Facility financing obligation, net of current portion	$	22,955	$	(22,955)	$	—
Finance lease obligation, net of current portion	$	—	$	26,319	$	26,319
Operating lease obligation, net of current portion	$	—	$	870	$	870
Accumulated deficit	$	(234,289)	$	(1,861)	$	(236,150)

Recently Adopted Accounting Pronouncements

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement, which makes a number of changes to add, modify or remove certain disclosure requirements associated with the movement amongst or hierarchy associated with Level 1, Level 2 and Level 3 fair value measurements. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted upon issuance of the update. The Company adopted ASU 2018-13 as of January 1, 2020. The adoption of this ASU did not have a material impact on its financial statements and related disclosures.

Recently Issued Accounting Pronouncements

In August 2020, the FASB issued ASU No. 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. Either a modified retrospective method of transition or a fully retrospective method of transition is permissible for the adoption of this standard. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021, with early adoption permitted. The Company adopted ASU 2020-06 as of January 1, 2021 (unaudited). The adoption of this ASU had no impact on its financial statements and related disclosures.

In May 2021, the FASB issued ASU 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. The FASB is issuing this update to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity classified written call options (for example, warrants) that remain equity classified after modification or exchange. ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments prospectively to modifications or exchanges occurring after the effective date of the amendments. The Company is currently evaluating the effect of this update on its financial statements.

Property and Equipment, Net

6 Months Ended

Jun. 30, 2021

Property and Equipment, Net

3. Property and Equipment, Net

Property and equipment, net consist of the following:


	As of December 31,				June 30,
($ in thousands)	2019		2020		2021
					(Unaudited)
Scientific equipment	$	27,822	$	27,412	$	27,495
Computer equipment		218		149		154
Software		340		335		335
Furniture and fixtures		988		988		988
Leasehold improvements		26,337		26,355		26,355
		55,705		55,239		55,327
Accumulated depreciation		(8,417)		(14,261)		(17,367)
Property and equipment, net	$	47,288	$	40,978	$	37,960

Depreciation expense totaled $4.7 million and $6.3 million for the years ended December 31, 2019 and 2020, respectively and $3.2 million and $3.1 million for the six months ended June 30, 2020 and 2021 (unaudited), respectively. All long-lived assets are maintained in the United States.

Accrued Expenses

6 Months Ended

Jun. 30, 2021

Accrued Expenses

4. Accrued Expenses

Accrued expenses consisted of the following:


	As of December 31,				As of June 30,
($ in thousands)	2019		2020		2021
					(Unaudited)
Accrued external research, development and manufacturing costs	$	3,872	$	2,615	$	1,626
Accrued employee compensation and benefits		1,260		1,009		3,944
Accrued professional fees		868		968		3,082
Total	$	6,000	$	4,592	$	8,652

Debt

6 Months Ended

Jun. 30, 2021

Debt

5. Debt

On April 30, 2020, the Company received loan proceeds in the amount of approximately $3.3 million under the Paycheck Protection Program (“PPP”). The PPP, established as part of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. All or portion of this loan and any accrued interest was eligible to be forgiven after a twenty four week period as long as the borrower used the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The amount of the loan forgiven was to be reduced if the borrower terminated employees or reduced salaries during the twenty four week period. The unforgiven portion of the PPP loan was to be payable over two years at an interest rate of 1%, with a deferral of payments for the first ten months. On May 25, 2021 forgiveness of the PPP loan was approved and the Company recognized a gain from loan extinguishment in the amount of $3,284 during the six months ended June 30, 2021.

Unaudited

In March 2021, the Company entered into a term loan agreement with Silicon Valley Bank and SVB Innovation Credit Fund VIII, L.P., which provides a term loan facility of up to $50.0 million with a maturity date of March 1, 2025, or the Loan Agreement. The Company’s obligations under the Loan Agreement are secured by substantially all of its assets except for its intellectual property. The Loan Agreement contains certain customary covenants, including, but not limited to, those relating to additional indebtedness, liens, asset divestitures, and affiliate transactions. If a minimum liquidity amount is not maintained, 50% of the outstanding principal and interest will become cash collateralized. As of June 30, 2021 (unaudited), the Company was in compliance with all covenants. On July 9, 2021 (unaudited) the Company had not yet achieved certain financial covenants and $10.0 million of the loan proceeds has been classified as restricted cash. The Company met these financial covenants upon the close of the Merger and the related PIPE

Investment on August 26, 2021 (unaudited). The Company may use the proceeds of borrowings under the Loan Agreement as working capital and to fund its general business requirements. Refer to Note 15 – Subsequent Events for additional information.

The Loan Agreement provides that the term loans will be distributed in tranches. The initial term loan tranche of $20.0 million was drawn as of June 30, 2021 (unaudited) and is accounted for net of issuance costs which are being accreted to interest expense over the term of the loan using the effective interest method. Three subsequent $10.0 million term loan tranches are eligible to be disbursed at the request of the Company during specified draw periods between now and 2023 if certain business development milestones and other specified requirements are met by the dates specified in the Loan Agreement. Borrowings bear interest at the greater of 7.5% or the Wall Street Journal Prime Rate plus 4.25% (7.5% as of June 30, 2021) (unaudited). Interest only payments on the principal amount outstanding are due monthly beginning in the first month after the loan is dispersed. Repayment of principal may begin as soon as April 1, 2022 under our current level of borrowing and no later than April 1, 2024, depending on whether the Company qualifies for and elects to borrow the subsequent tranches of term loans. The term loans may only be prepaid in full, and such prepayment requires 30 days’ advance notice and is subject to a prepayment fee of 3.00% (with a step down to 2.00% after March 30, 2022, and a further step down to 1.00% after March 30, 2023). The Company is not obligated to pay a prepayment fee if the Company makes a prepayment after March 30, 2024.

In connection with the Loan Agreement, Humacyte granted warrants to purchase shares of Humacyte common stock at an exercise price of $2.699 per share (unaudited) of which 1,095,616 warrants were immediately exercisable (unaudited) and the remaining 469,550 will become exercisable upon the funding of an additional $10 million tranche (unaudited). The warrants are classified within stockholders’ equity as the settlement of the warrants is indexed to the Company’s own stock. The Company recognized the fair value of the warrants immediately exercisable within stockholders’ equity using a Black-Scholes valuation model at issuance. The Company has determined that the funding of an additional tranche is not probable, and therefore no value was ascribed at issuance to the warrants that are only exercisable upon the funding of the additional tranche. The fair value of warrants ($2.4 million), a 5% final payment fee ($1.0 million) and debt issuance costs ($0.3 million) are being accreted to interest expense over the term of the loan using the effective interest method.

SVB loan payable and net discount or premium balances are as follows:


	June 30,		December 31,
($ in thousands)	2021		2020
	(Unaudited)
Principal amount of SVB loan payable	$	20,000	$	—
Final payment amount of SVB loan payable		1,000		—
Net premium associated with accretion of final payment and other debt issuance costs		(3,388)		—
SVB loan payable, current and noncurrent		17,612		—
Less SVB loan payable, current portion		(2,222)		—
SVB loan payable, noncurrent portion	$	15,390	$	—

Future minimum payments of principal and estimated payments of interest on the Company’s outstanding variable rate borrowings as of June 30, 2021 (unaudited) are as follows:


Year ending December 31:	($ in thousands)
2021 (remainder)	$	767
2022		6,917
2023		7,532
2024		7,026
2025		2,122
Total future payments		24,364
Less amounts representing interest		(3,364)
Less final payment		(1,000)
Total principal amount of SVB loan payments	$	20,000

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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-Section 50
-Paragraph 1B
-Subparagraph (h)
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1C
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-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 1E
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-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Leases

6 Months Ended

Jun. 30, 2021

Leases

6. Leases

The Company’s finance lease relates to its headquarters, which was substantially completed in June 2018 and leased through May 2033, and its operating lease relates to the land lease associated with its headquarters. Historically the Company’s operating leases included a lease for laboratory and office space in Ohio. In March 2020, the Company terminated this lease, effective September 30, 2020, and paid termination fees of less than $0.1 million.

At December 31, 2019 and 2020, and June 30, 2021 (unaudited), the Company had finance lease liabilities of $26.3 million, $24.8 million and $24.0 million, respectively; right-of-use assets of $25.6 million, $23.5 million and $22.5 million, respectively; operating lease liabilities of $0.9 million, $0.8 million and $0.7 million, respectively; and right-of-use assets of $0.9 million, $0.8 million and $0.7 million, respectively, all of which were included in the balance sheet.

The Company’s leases do not require any contingent rental payments, impose any financial restrictions, or contain any residual value guarantees. Certain of the Company’s leases include renewal options and escalation clauses;

renewal options have been included in the calculation of the lease liabilities and right of use assets as the Company is reasonably certain to exercise the options due to the specialized nature of the leased building. Variable expenses generally represent the Company’s share of the landlord’s operating expenses. The Company does not act as a lessor in any lease arrangements.

The following summarizes quantitative information about the Company’s leases:


	Year Ended						Year Ended						Six Months Ended June						Six Months Ended June
	December 31, 2019						December 31, 2020						30, 2020 (Unaudited)						30, 2021 (Unaudited)
	Finance			Operating			Finance			Operating			Finance			Operating			Finance			Operating
($ in thousands)	Leases			Leases			Leases			Leases			Leases			Leases			Leases			Leases
Operating cash flows from leases	$	(2,298)		$	(137)		$	(2,180)		$	(182)		$	(1,106)		$	(89)		$	(525)		$	(53)
Financing cash flows from leases	$	(1,292)		$	—		$	(1,500)		$	—		$	(722)		$	—		$	(834)		$	—
Weighted-average remaining lease term		6.02			6.38			5.52			6.24			6.04			6.43			5.26			5.98
Weighted-average discount rate		8.50	%		8.50	%		8.50	%		8.50	%		8.50	%		8.50	%		8.50	%		8.50	%

As of December 31, 2020, the maturities of the Company’s lease liabilities were as follows:


($ in thousands)	Finance Leases		Operating Leases
Year Ended December 31, 2021	$	3,773	$	105
Year Ended December 31, 2022		3,868		105
Year Ended December 31, 2023		3,965		105
Year Ended December 31, 2024		4,065		106
Year Ended December 31, 2025		4,167		106
Thereafter		16,937		678
Total		36,775		1,205
Less: present value discount		(11,956)		(436)
Lease liabilities	$	24,819	$	769

Redeemable Convertible Preferred Stock

6 Months Ended

Jun. 30, 2021

Redeemable Convertible Preferred Stock

7. Redeemable Convertible Preferred Stock

Redeemable Convertible Preferred Stock and Preferred Stock Terms

The Company has outstanding series A redeemable convertible preferred stock, series B redeemable convertible preferred stock, series C redeemable convertible preferred stock and series D redeemable convertible preferred stock, which are collectively referred to as “redeemable convertible preferred stock.” The series A redeemable convertible preferred stock, series B redeemable convertible preferred stock and series C redeemable convertible preferred stock are individually and collectively referred to as “junior” series of preferred stock.

As of December 31, 2019, December 31, 2020, June 30, 2020 (unaudited) and June 30, 2021 (unaudited), redeemable convertible preferred stock consisted of the following (in thousands, except share amounts):


	Redeemable	Redeemable
	Convertible	Convertible
	Preferred	Preferred Stock
	Stock	Issued and		Carrying	Liquidation		Issuance
	Authorized	Outstanding	Value		Preference		Price
Series A redeemable convertible preferred stock	70,152,805	70,152,805	$	74,079	$	74,079	$	1.05596
Series B redeemable convertible preferred stock	91,919,158	91,919,158		127,358		136,500	$	1.485
Series C redeemable convertible preferred stock	42,808,219	42,808,208		70,704		75,000	$	1.752
Series D redeemable convertible preferred stock	60,216,780	60,216,780		148,848		150,000	$	2.491
	265,096,962	265,096,951	$	420,989	$	435,579

In connection with the series D redeemable convertible preferred stock financing, the Company granted Fresenius Medical Care the right to purchase up to an aggregate of $30.0 million of its common stock in a private placement effected concurrently with its initial public offering at a price per share equal to the initial public offering price. See Note 13: Related Party Transactions for further discussion of the Company’s relationship with Fresenius Medical Care.

Election of Directors

The holders of the series A redeemable convertible preferred stock and the series B redeemable convertible preferred stock may designate one individual and two individuals, respectively, to the Board of Directors. The holders of the series C redeemable convertible preferred stock may designate one individual to the Board of Directors and Fresenius Medical Care may designate one representative to attend, in a non-voting observer capacity, all meetings of the Company’s Board of Directors.

Conversion to Common Stock

Each share of redeemable convertible preferred stock is convertible, at the option of the holder thereof, into that number of the fully paid and nonassessable shares of common stock determined by dividing the original issue price for the relevant shares by the conversion price. Each share of redeemable convertible preferred stock will automatically be converted into that number of fully-paid, nonassessable shares of common stock at the then effective conversion rate for such shares (i) immediately prior to the closing of a firm commitment underwritten public offering on the New York Stock Exchange or a Nasdaq market pursuant to an effective registration statement filed under the Securities Act of 1933, as amended, if the offering price is not less than $2.7401 per share (as adjusted for any stock dividend, stock split, combination of shares, reorganization, recapitalization, reclassification or other similar event) and the aggregate gross proceeds to the Company are not less than $100.0 million (before deduction of commissions and expenses), (ii) with respect to the series C redeemable convertible preferred stock, series B redeemable convertible preferred stock and series A redeemable convertible preferred stock, upon the receipt by the Company of a written request for such conversion from the holders of at least 60% of such series of redeemable convertible preferred stock then outstanding and at least 60% of the then outstanding shares of series C redeemable convertible preferred stock or (iii) with respect to the series D redeemable convertible preferred stock, upon the receipt by the Company of a written request for such conversion from the holders of a majority of the then outstanding shares of series D redeemable convertible preferred stock.

The following are the conversion prices for each series of the redeemable convertible preferred stock as of December 31, 2020 and June 30, 2021 (unaudited):


Series	Conversion Price
Series A redeemable convertible preferred stock	$	1.05596
Series B redeemable convertible preferred stock	$	1.485
Series C redeemable convertible preferred stock	$	1.752
Series D redeemable convertible preferred stock	$	2.491

These conversion prices are subject to adjustment from time to time including for certain share issuances made without consideration or for consideration less than the then applicable conversion price of a series of redeemable convertible preferred stock,

dividends, stock splits, and combinations. As of December 31, 2020 and June 30, 2021 (unaudited), each series of redeemable convertible preferred stock is convertible on a one-for-one basis.

The series A, series B, series C and series D redeemable convertible preferred stock includes an anti-dilution feature that adjusts the conversion price, in certain scenarios, if the Company sells shares at a price below the stated conversion price. The anti-dilution provision is considered a contingent beneficial conversion feature. Due to the inability of the Company to determine the price of the shares sold, the Company is unable to determine the number of shares that the holder would receive if the contingency occurs. Therefore, the beneficial conversion feature is not recognized until the contingent event occurs.

Dividends

Any dividends on the redeemable convertible preferred stock are not cumulative. The holders of the redeemable convertible preferred stock are entitled to receive dividends pro rata with the holders of common stock on an as-converted basis, when and if declared and paid by the Board of Directors, out of any assets at the time legally available. Any declared and unpaid dividends on the redeemable convertible preferred stock are payable upon certain voluntary or involuntary acquisition or sale transactions or the liquidation, dissolution or winding up of the Company as described below under “Liquidation,” and no dividends may be made with respect to the common stock unless all dividends declared on the redeemable convertible preferred stock have been paid or set aside for payment.

Liquidation

In the event of certain voluntary or involuntary acquisition or sale transactions or upon the liquidation, dissolution or winding up of the Company, each, a Reorganization, in which the holders of the series D redeemable convertible preferred stock receive less than $2.491 per share plus any declared but unpaid dividends, referred to as the Series D Liquidation Preference, or such lesser amount approved in writing by the holders of a majority of the then outstanding series D redeemable convertible preferred stock, the series D stockholders will receive the series D liquidation preference before the holders of the series C, series B, series A redeemable convertible preferred stock or common stockholders would receive any proceeds relating to such Reorganization, and the entire assets of the Company available for distribution would be distributed pro rata among holders of the series D redeemable convertible preferred stock. In the event that, after the payment to the holders of the series D redeemable convertible preferred stock, the holders of the series C redeemable convertible preferred stock would receive less than $1.752 per share plus any declared but unpaid dividends or such lesser amount approved by the holders of at least 80% of the then outstanding series C redeemable convertible preferred stock, the entire remaining assets of the Company available for distribution would be distributed pro rata among holders of the series C redeemable convertible preferred stock. In the event that, after the payment to the holders of the series D redeemable convertible preferred stock and series C redeemable convertible preferred stock, the holders of the series B redeemable convertible preferred stock would receive less than $1.485 per share plus any declared but unpaid dividends or such lesser amount approved by the holders of a majority of the then outstanding series B redeemable convertible preferred stock, the entire remaining assets of the Company available for distribution would be distributed pro rata among holders of the series B redeemable convertible preferred stock. However, in the event of any Reorganization, if the holders of the series D redeemable convertible preferred stock, series C redeemable convertible preferred stock or series B redeemable convertible preferred stock would receive less than 1.25 times their respective liquidation preference per share, the holders of each such series will be entitled to receive, in preference to any distribution of assets to the holders of any junior series, an amount per share equal to 1.25 times such liquidation preference.

In the event that, after the payment to the holders of the series D redeemable convertible preferred stock, series C redeemable convertible preferred stock and series B redeemable convertible preferred stock described above, the holders of the series A redeemable convertible preferred stock would receive less than $1.05596 per share plus any declared but unpaid dividends or such lesser amount approved by the holders of a majority of the then outstanding series A redeemable convertible preferred stock, the entire remaining assets of the Company available for distribution would be distributed pro rata among holders of the series A redeemable convertible preferred stock. After payment to the holders of preferred stock, the remaining assets of the Company available for distribution would be distributed pro rata among the holders of preferred stock and common stock with the preferred stock being treated as if they had been converted to common stock at the then applicable conversion rate.

Voting

Except as provided in the Company’s certificate of incorporation and as required by law, the holders of the redeemable convertible preferred stock vote with the holders of common stock on an as-converted basis. Preferred stockholders will generally vote together with the holders of common stock as a single class but also have class vote approval rights as provided by law and others as specified in the Company’s certificate of incorporation.

Redemption and Balance Sheet Classification

In accordance with the Company’s accounting policy, the series A, series B, series C and series D redeemable convertible preferred stock was classified as temporary equity due to the fact that liquidation is not solely within the control of the Company. As of December 31, 2020 and June 30, 2021 (unaudited), liquidation of the series A, series B, series C and series D redeemable convertible preferred stock was not probable because the change in control events (acquisition, sale or asset transfer) that would lead to liquidation are contingent upon events that have not yet occurred and are not considered probable at this time. The Company has not adjusted the carrying value of the redeemable convertible preferred stock to its liquidation preference because a deemed liquidation event obligating the Company to pay the liquidation preference to holders of shares of redeemable convertible preferred stock is not probable of occurring. Subsequent adjustments of the carrying values to the liquidation preference will be made only when it becomes probable that such a deemed liquidation event will occur.

Stockholders' Deficit

6 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Stockholders' Deficit

Note 7 — Stockholder’s Equity

Both 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.

Note 8 — Stockholder’s Deficit

Both 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.

Stockholders' Deficit

8. Stockholders’ Deficit

Common Stock

As of December 31, 2019 and 2020, and June 30, 2021 (unaudited), the Company’s certificate of incorporation, as amended, authorized the Company to issue 340,216,780 shares of common stock, respectively, at a par value of $0.001 per share. The number of authorized shares of common stock may be increased or decreased (but not below the number of shares thereof then outstanding or reserved for issuance) by the affirmative vote of the holders of a majority (assuming the conversion of all redeemable convertible preferred stock into shares of the Company’s common stock) of the capital stock of the Company entitled to vote and without a separate class vote of the common stock.

The holders of common stock are entitled to receive dividends from time to time as may be declared by the Board of Directors. No cash dividend may be declared or paid to common stockholders until paid on each series of outstanding redeemable convertible preferred stock in accordance with its terms. Through December 31, 2020 and June 30, 2021 (unaudited), no dividends have been declared.

The holders of common stock are entitled to one vote for each share held with respect to all matters voted on by the common stockholders of the Company. Preferred stockholders generally vote together with the holders of common stock as a single class but also have class vote approval rights as provided by law and others as specified in the Company’s certificate of incorporation.

In the event of a Reorganization of the Company, after payment to the preferred stockholders of their liquidation preferences, holders of common stock are entitled, together with holders of redeemable convertible preferred stock, to share ratably in all remaining assets of the Company.

As of December 31, 2019 and 2020 and June 30, 2021 (unaudited), the Company had reserved common stock for future issuances as follows:


	December 31,		June 30,
	2019	2020	2021
			(Unaudited)
Conversion of Series A redeemable convertible preferred stock	70,152,805	70,152,805	70,152,805
Conversion of Series B redeemable convertible preferred stock	91,919,158	91,919,158	91,919,158
Conversion of Series C redeemable convertible preferred stock	42,808,219	42,808,219	42,808,219
Conversion of Series D redeemable convertible preferred stock	60,216,780	60,216,780	60,216,780
Exercise of options under stock plan	19,880,073	18,330,574	24,831,266
Issuance of options under stock plan	10,422,521	11,228,478	4,391,144
Warrant to purchase common stock	125,520	125,520	1,095,616
	295,525,076	294,781,534	295,414,988

Warrants

In conjunction with a long-term debt agreement entered into on March 15, 2006 and paid in full during 2011, the Company issued a warrant that gave the holder the right to purchase 125,520 shares of the Company’s common stock at an exercise price of $0.30 per share, which was outstanding as of December 31, 2019 and 2020. The warrant was fully exercised on March 4, 2021 (unaudited). There was no activity for the warrant during the years ended December 31, 2019 and 2020.

In conjunction with the Loan Agreement entered into on March 30, 2021, the Company issued warrants that gave the holders the right to purchase 1,095,616 shares of the Company’s common stock at an exercise price of $2.699 per share, which was outstanding as of June 30, 2021 (unaudited). Under the terms of the warrant agreement, warrants to purchase an additional 469,550 shares of the Company’s common stock at an exercise price of $2.699 per share are exercisable upon funding of an additional loan advance (unaudited).

Stock-based Compensation

6 Months Ended

Jun. 30, 2021

Stock-based Compensation

9. Stock-based Compensation

The Company has adopted the 2015 Omnibus Incentive Plan, as amended, or the 2015 Plan, which allows for the grant of nonstatutory stock options, or NSOs, and incentive stock options, or ISOs, stock appreciation rights, restricted stock, restricted stock units and unrestricted stock awards to employees, officers, directors, and consultants in the service of the Company. The Company believes that such awards aid in aligning the interests of these persons with those of its stockholders. The Board of Directors determines the specific terms of equity incentive grants, including the exercise price per share and vesting period for option awards. Option awards are granted with an exercise price equal to the fair market value of the Company’s common stock at the date of grant.

The Company has granted options that include either a service-based or performance-based vesting condition and a 10-year contractual term. The service-based vesting condition is generally satisfied over 36 months from the date of grant. The performance-based vesting conditions are satisfied upon the attainment of certain product development milestones. The Company recognizes stock-based compensation expense based on the grant date fair value of the awards. Compensation expense related to awards with service-based vesting conditions is recognized on a straight-line basis over the requisite service period. Compensation expense related to awards with performance-based vesting conditions is recognized over the requisite service period using the accelerated attribution method to the extent achievement of the performance-based condition is probable. The Company does not recognize compensation expense related to awards with performance-based vesting conditions until it is probable that the performance-based vesting condition will be achieved. Forfeitures are accounted for as they occur.

Option awards under the 2015 Plan 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 Company’s board of directors may, in its sole discretion, accelerate the vesting of any unvested stock options in the event of a corporate transaction.

In connection with the termination of Mr. Blankenship’s employment with the Company as of May 14, 2021, the Company entered into a severance agreement and release (the “Severance Agreement”) with Mr. Blankenship, effective May 17, 2021, which provides for the terms and conditions of

Mr. Blankenship’s separation from Humacyte. The Severance Agreement (unaudited) provides that all unvested stock options granted to Mr. Blankenship under the stock option agreement dated December 18, 2018 will become fully vested and exercisable. Any stock options granted to Mr. Blankenship under any other stock option agreement that did not vest on or before the separation date are forfeited. Additionally, Mr. Blankenship received an extension of time to exercise vested options until September 1, 2022. The Company accounted for this as a modification of an award and recognized the associated expense in the six months ended June 30, 2021.

The Company used the following assumptions on the date of grant to estimate the fair value of the stock options in the Black-Scholes option-pricing model as follows:


	Year Ended December 31,				Six Months Ended June 30,
	2019		2020		2020		2021
					(Unaudited)		(Unaudited)
Estimated dividend yield	0	%	0	%	0	%	0	%
Expected share price volatility	70.1%-87.7	%	89.4% - 91.6	%	89.4% - 91.4	%	91.0% - 92.1	%
Risk-free interest rate	1.76% - 2.46	%	0.34% - 0.75	%	0.39% - 0.75	%	0.62% - 1.02	%
Expected term of options (in years)	6.00		6.00		6.00		6.00

●

Fair Value of Common Stock. As the Company’s common stock has not historically been publicly traded, the fair value of the shares of its common stock underlying the options has historically been determined by the Company’s board of directors with input from management, after considering independent third-party valuation reports.

●

Expected Term. The expected term represents the period that stock options are expected to be outstanding. The Company calculated the expected term using the simplified method for options, which is available where there is insufficient historical data about exercise patterns and post-vesting employment termination behavior. The simplified method is based on the vesting period and the contractual term for each grant, or for each vesting-tranche for awards with graded vesting. The mid-point between the vesting date and the maximum contractual expiration date is used as the expected term under this method. For awards with multiple vesting-tranches, the times from grant until the mid-points for each of the tranches may be averaged to provide an overall expected term.

●

Expected Volatility. The expected volatility was based on the historical share volatility of several publicly traded peer companies over a period of time equal to the expected term of the options, as the Company does not have any trading history to use the volatility of its common stock. For purposes of identifying these peer companies, the Company considered the industry, stage of development, size and financial leverage of potential comparable companies.

●

Risk-Free Interest Rate. The risk-free interest rate was based on the yields of US Treasury zero-coupon securities with maturities similar in duration to the expected term of the options.

●

Expected Dividend Yield. The Company has not paid dividends on its common stock nor does it expect to pay dividends in the foreseeable future. Accordingly, the Company has estimated the dividend yield to be zero.

At December 31, 2020 and June 30, 2021 (unaudited), there were 11,228,478 and 4,391,144 options remaining available for grant under the 2015 Plan. The Company has sufficient authorized and unissued shares to make all issuances currently available under the 2015 Plan.

The following tables show a summary of stock-based compensation expense included in the statements of operations and comprehensive loss for the years ended December 31, 2019 and 2020, and the six months ended June 30, 2020 and 2021 (unaudited), and remaining unrecognized cost as of December 31, 2019 and 2020 and June 30, 2021 (unaudited):

	Year Ended December 31,				For the Six Month Ended June 30,
($ in thousands)	2019		2020		2020		2021
					(Unaudited)		(Unaudited)
Research and development	$	914	$	1,135	$	473	$	1,351
General and administrative		3,543		3,559		1,823		4,107
Total	$	4,457	$	4,694	$	2,296	$	5,458


	As of December 31,				June 30
($ in thousands)	2019		2020		2021
					(Unaudited)
Unrecognized share-based compensation cost	$	7,919	$	5,789	$	14,496
Expected weighted average period compensation costs to be recognized (years)		1.8		1.7		2.3

A summary of option activity under the 2015 Plan during the years ended December 31, 2019 and 2020 and the six months ended June 30, 2021 (unaudited) is presented below:


				Weighted
				Average
		Weighted		Remaining	Aggregate
	Number of	Average Exercise		Contractual Term	Intrinsic Value
	Shares	Price Per Share		(years)	(in thousands)
Options outstanding at December 31, 2018	21,473,871	$	1.23	7.4	$	21,354
Granted	2,365,100	$	2.23
Exercised	(2,364,227)	$	0.52
Forfeited	(1,594,671)	$	2.00
Options outstanding at December 31, 2019	19,880,073	$	1.37	6.5	$	17,044
Granted	1,831,700	$	2.57
Exercised	(743,542)	$	0.41
Forfeited	(2,637,657)	$	0.99
Options outstanding at December 31, 2020	18,330,574	$	1.59	6.6	$	20,422
Vested and exercisable, December 31, 2020	12,918,751	$	1.31	5.9	$	17,925
Vested and expected to vest, December 31, 2020	18,330,574	$	1.59	6.6	$	20,422


				Weighted
				Average
		Weighted		Remaining	Aggregate
		Average Exercise		Contractual Term	Intrinsic Value
	Number of Shares	Price Per Share		(years)	(in thousands)
Options outstanding at December 31, 2020	18,330,574	$	1.59	6.6	$	20,422
Granted (unaudited)	6,999,500	$	2.70
Exercised (unaudited)	(336,642)	$	0.59
Forfeited (unaudited)	(162,166)	$	1.78
Options outstanding at June 30, 2021 (unaudited)	24,831,266	$	1.91	6.85	$	19,567
Vested and exercisable, June 30, 2021 (unaudited)	15,803,754	$	1.48	5.34	$	19,194
Vested and expected to vest, June 30, 2021 (unaudited)	24,831,266	$	1.48	6.85	$	19,567

The total intrinsic value of options exercised during the years ended December 31, 2019 and 2020 and the six months ended June 30, 2020 and 2021 (unaudited) was $4.0 million, $1.4 million, $1.1 million and $0.7 million, respectively.

The weighted-average grant-date fair value per share of options granted during the years ended December 31, 2019 and 2020 and the six months ended June 30, 2020 and 2021 (unaudited) was $2.23, $2.57, $2.23 and $2.70, respectively.

Income Taxes

6 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Note 11 — Income Tax

The Company’s net deferred tax assets are as follows:

	December 31,
	2020
Deferred tax asset
Organizational costs/Startup expenses	$	28,570
Federal Net Operating loss		20,430
Total deferred tax asset		49,000
Valuation allowance		(49,000)
Deferred tax asset, net of allowance	$	—

The income tax provision consists of the following:


	December 31,
	2020
Federal
Current	$	—
Deferred		(49,000)
State
Current		—
Deferred		—
Change in valuation allowance		(49,000)
Income tax provision	$	—

The Company’s net operating loss carryforward as of December 31, 2020 amounted to $102,284 and will be carried forward indefinitely.

Note 11 — Income Tax (continued)

A 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	21.0	%
State taxes, net of federal tax benefit	0.0	%
Change in fair value of warrant liabilities	(29.1)	%
Offering expenses	4.6	%
Change in valuation allowance	3.5	%
Income tax provision	—	%

The 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.

10. Income Taxes

The Company did not record any income tax expense or benefit during the years ended December 31, 2019 and 2020. The Company has a net operating loss and has provided a valuation allowance against net deferred tax assets due to uncertainties regarding the Company’s ability to realize these assets. All losses before income taxes arose in the US.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and deferred tax liabilities, including valuation allowances, are as follows:


	As of December 31,
($ in thousands)	2019		2020
Deferred tax assets:
Net operating loss	$	50,616	$	53,515
Capitalized research and development		19,660		32,337
Research credits		10,658		15,056
Share-based compensation		1,669		2,519
Right of use lease liability		207		177
Accrued expenses		71		57
Other		1		1
Total deferred tax asset		82,882		103,662
Less: valuation allowance		(82,193)		(101,757)
Total net deferred tax asset		689		1,905

Deferred tax liabilities:
Basis difference in fixed assets		(482)		(1,728)
Right of use lease assets		(207)		(177)
Total deferred tax liability		(689)		(1,905)
Total net deferred tax asset/(liability)	$	—	$	—

A valuation allowance is provided for deferred tax assets where the recoverability of the assets is uncertain. The determination to provide a valuation allowance is dependent upon the assessment of whether it is more likely than not that sufficient future taxable income will be generated to utilize the deferred tax assets. Based on the weight of the available evidence, which includes the Company’s historical operating losses, lack of taxable income and the accumulated deficit, the Company provided a full valuation allowance against the deferred tax assets resulting from the tax loss and credits carried forward as of December 31, 2019 and December 31, 2020.

The reasons for the difference between the actual income tax benefit for the years ended December 31, 2019 and 2020, and the amount computed by applying the statutory Federal income tax rate to losses before income taxes are as follows:


	December 31,
	2019				2020
($ in thousands)	Amount		Rate		Amount		Rate
Income tax benefit at statutory rate	$	(17,939)	21.0	%	$	(13,970)	21.0	%
State income taxes, net of federal benefit		(1,739)	2.0	%		(1,338)	2.0	%
Tax credits		(1,821)	2.1	%		(2,625)	3.9	%
Other nondeductible expenses		54	0.0	%		90	(0.1)	%
Deferred rate changes		16	0.0	%		16	0.0	%
Other		449	(0.5)	%		(1,736)	2.6	%
Change in valuation allowance		20,980	(24.6)	%		19,563	(29.4)	%
Provision for income taxes	$	—	0.0	%	$	—	0.0	%

As of December 31, 2020 the Company had approximately $232.7 million and $232.6 million of Federal and state net operating losses, respectively. Of this amount, $71.5 million of Federal net operating losses are carried over indefinitely, while the remaining

amount begins to expire in 2025. The Company’s net operating loss carryforwards are subject to the application of the 80% limitation on taxable income beginning in 2021. Some of these state net operating losses included in these amounts follow the Federal Tax Cuts and Jobs Act and are carried over indefinitely, and others have various expiration dates.

As of December 31, 2019 and December 31, 2020 the Company had Federal and state research tax credit carryforwards of $10.7 million and $15.1 million, respectively. These credit carryforwards begin to expire in 2021.

Net operating loss carryforwards and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service, or IRS, and may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders or groups over a three-year period in excess of 50% as defined under Sections 382 and 383 in the Internal Revenue Code, which could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. The Company has not determined whether there have been any cumulative ownership changes or the impact on the utilization of the loss carryforwards if such changes have occurred.

The Company applies the accounting guidance for uncertainties in income taxes, which prescribes a recognition threshold and measurement process for recording uncertain tax positions taken, or expected to be taken, in a tax return in the financial statements. Additionally, the guidance also prescribes the treatment for derecognition, classification, accounting in interim periods and disclosure requirements for uncertain tax positions. The Company accrues for the estimated amount of taxes for uncertain tax positions if it is more likely than not that the Company would be required to pay such additional taxes.

On March 27, 2020, the CARES Act was passed by the U.S. Congress and signed into United States law. The CARES Act, among other things, includes certain provisions for individuals and corporations (including a suspension on the application of the 80% limitation described above for taxable years beginning prior to January 1, 2021); however, these benefits did not materially impact the Company’s income tax provision in the periods presented.

The Company’s effective federal tax rate for the six months ended June 30, 2021 (unaudited) was 0%, primarily as a result of estimated tax losses for the fiscal year to date offset by the increase in the valuation allowance in the net operating loss carryforwards. The Company’s tax provision for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items, if any, that arise during the period. Each quarter, the Company updates its estimate of the annual effective tax rate and, if the estimated annual effective tax rate changes, the Company makes a cumulative adjustment in such period. No adjustment was made as of June 30, 2021 (unaudited).

Retirement Plan

6 Months Ended

Jun. 30, 2021

Retirement Plan

11. Retirement Plan

The Company maintains two defined contribution employee retirement plans, or 401(k) plans, for all employees upon their date of hire. The 401(k) plans are intended to qualify as tax-qualified plans under Section 401(k) of the Internal Revenue Code of 1986, as amended. The plans permit employees to contribute, on a pre-tax basis, a portion of their salary up to the Federally mandated limits. The Company matches an employee’s contribution up to 4% of the employee’s compensation. Contributions to the plans by the Company totaled $0.6 million for the year ended December 31, 2019, $0.6 million for the year ended December 31, 2020 and $0.3 million and $0.3 million for the six months ended June 30, 2020 and 2021 (unaudited), respectively.

The entire disclosure for retirement benefits.

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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (r)(2)
-URI http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Commitments and Contingencies

Commitments and Contingencies

6 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Note 6 — Commitments & Contingencies

Registration Rights

Underwriters Agreement

On 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.

Legal Matters

Note 7 — Commitments & Contingencies

Registration Rights

Underwriters Agreement

On 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.

The 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%; and (b) any 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 $1,959,758 assuming no over-allotment is exercised.

Note 7 — Commitments & Contingencies (continued)

Legal Matters

Commitments and Contingencies

12. Commitments and Contingencies

Patent License Agreements

Duke University

In March 2006, the Company entered into a license agreement with Duke University, or Duke, which was subsequently amended in 2011, 2014, 2015, 2018 and 2019. Under this license agreement, Duke granted the Company a worldwide, exclusive, sublicensable license to certain patents related to decellularized tissue engineering, referred to as the patent rights, as well as a non-exclusive license to use and practice certain know-how related to the patent rights. The relevant licensed patent on decellularization of tissue will expire in 2021. The Company has agreed to use commercially reasonable efforts to develop, register, market and sell products utilizing the patent rights, referred to as the licensed products. Any services provided to a third party utilizing licensed products are referred to as

licensed services. The Company has also agreed to meet certain benchmarks in its development efforts, including as to development events, clinical trials, regulatory submissions and marketing approval, within specified timeframes. Under the license agreement, Duke retains the right to use the patent rights for its own educational and research purposes, and to provide the patent rights to other non-profit, governmental or higher-learning institutions for non-commercial purposes without paying royalties or other fees.

In connection with the Company’s entry into the license agreement, the Company granted equity consideration to Duke in the form of 200,666 shares of the Company’s common stock. Under the license agreement, the Company also agreed to pay Duke:

●

a low single-digit percentage royalty on eligible sales of licensed products and licensed services, plus a low double-digit percentage of any sublicensing revenue;

●

an annual minimum royalty beginning in 2012, which increases in the calendar year immediately following the first commercial sale of licensed products or licensed services (whichever occurs first); and

●

an additional amount in license fees, as certain milestones are met.

The license agreement remains effective until the last of the patent rights expires or four years after our first commercial sale, unless earlier terminated. Either party may terminate the agreement for fraud, willful misconduct or illegal conduct, or uncured material breach. Duke may terminate the agreement if the Company becomes insolvent. Duke may also terminate the license, convert the license into a non-exclusive license or seek assignment of any sublicense if the Company fails to reach diligence milestones within the applicable time period. If the Company abandons any claim, patent or patent application, its rights under the license with respect to such patent rights will be terminated in the territory in which the Company abandons such rights. The Company may terminate the license agreement unilaterally upon three months’ prior notice to Duke. The Company agrees to indemnify Duke against certain third-party claims. Payments to Duke under the license agreement were immaterial during the periods presented.

Yale University

In February 2014, the Company entered into a license agreement with Yale University, or Yale, that granted the Company a worldwide license to the patents related to coatings for small-diameter vessels to inhibit clotting. The license granted under the agreement is exclusive in the field of engineered vascular tissues and tissues and extracellular matrix-based implants used for vascular repair, reconstruction and replacement (provided that all uses are vascular tissues within the range of 1-12mm in diameter), except that it is subject to Yale’s non-exclusive right, on behalf of itself and all other non-profit academic institutions, to use the licensed products for research, teaching, and other non-commercial purposes. The Company has agreed to pay to Yale an annual maintenance fee, increasing between the first and fourth anniversaries of the agreement up to a maximum of less than $0.1 million per year for this license.

In August 2019, the Company entered into a license agreement with Yale, that granted the Company a worldwide license to the patents related to Bioartificial Vascular Pancreas (BVP). The license granted under the agreement is exclusive in the field of engineered vascular tissues that deliver pancreatic islet cells to patients, except that it is subject to Yale’s non-exclusive right, on behalf of itself and all other non-profit academic institutions, to use the licensed products for research, teaching, and other non-commercial purposes. The Company has agreed to pay to Yale an annual maintenance fee, increasing between the first and fourth anniversaries of the agreement up to a maximum of less than $0.1 million per year for this license.

In August 2019, the Company entered into a license agreement with Yale, that granted the Company a worldwide license to the patents related to tubular prostheses. The license granted under the agreement is exclusive in the field of engineered urinary conduits, engineered tracheas/airways, and engineered esophagi, except that it is subject to Yale’s non-exclusive right, on behalf of itself and all other non-profit academic institutions, to use the licensed products for research, teaching, and other non-commercial purposes. The Company has agreed to pay to Yale an annual maintenance fee, increasing between the first and fourth anniversaries of the agreement up to a maximum of less than $0.1 million per year for this license.

The Company has agreed to use reasonable commercial efforts to develop and commercialize the licensed patents and any licensed products and methods, and to use reasonable efforts to make the licensed products available to patients in low and low-middle income countries. The Company is also obligated to provide Yale periodically an updated and revised copy of its plan for each license,

which must indicate progress of its development and commercialization. The Company may also sublicense the Company’s rights without Yale’s prior written consent, but such sublicense is subject to certain conditions.

In connection with its entry into the license agreement, the Company paid Yale upfront cash fees. The Company has also agreed to pay Yale:

●

annual maintenance fees, increasing between the first anniversary of the agreement until the fifth anniversary for the coating and BVP licenses and until the fourth anniversary for the tubular prostheses license up to a maximum of less than $0.1 million per year;

●

milestone payments upon achievement of certain regulatory and commercial milestones of $0.2 million and $0.6 million;

●

a low single-digit percentage royalty on worldwide net sales, subject to reductions for third-party license fees; and

●

a low double-digit percentage of sublicensing income.

If the Company or any of its future sublicensees bring a patent challenge against Yale or assists another party in bringing a patent challenge against Yale, the license fees described above will be subject to certain increases and penalties.

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. Yale may terminate the agreements if the Company fails to (i) provide written diligence reports, (ii) provide commercially reasonable diligence plans, (iii) implement the plans in accordance with the obligations under the agreements, or (iv) reach certain research and development milestones within the scheduled timeframe set forth in the agreements; however, any such termination right would be limited in scope to the country to which such failure relates. Yale may also terminate for the Company’s non-payment, uncured material breach, failure to obtain adequate insurance, bringing or assisting in bringing of a patent challenge against Yale, abandonment of the research and development of the Company’s products or insolvency. The Company may terminate the license agreements (i) on 90 days’ prior written notice to Yale, provided the Company is not in breach of the license agreements and has made all required payments to Yale thereunder and (ii) on written notice to Yale following an uncured material breach. With respect to the license agreements related to small-diameter vessels and BVP, the Company’s rights under the license agreements will also terminate automatically with respect to a patent application or patent within the licensed patents in a specified country if, upon receipt of written notice from Yale, the Company does not agree to pay the patent filing, prosecution and maintenance fees incurred by Yale for such patent applications or patents in the specified country. Under certain circumstances, Yale may, at its option, convert the exclusive licenses to non-exclusive licenses if the Company declines to initiate certain infringement or interference proceedings with respect to the licensed patents. The Company has agreed to indemnify Yale against certain third-party claims. Payments to Yale under the license agreement were immaterial during the periods presented.

Legal Matters

The Company currently is not aware of any legal proceedings or claims that management believes will have, individually or in the aggregate, a material adverse effect on the Company’s business, financial condition, results of operations, or cash flows.

Indemnification

To the extent permitted under Delaware law, the Company has agreed to indemnify its directors and officers for certain events or occurrences while the director or officer is, or was serving, at the Company’s request in such capacity. The indemnification period covers all pertinent events and occurrences during the director’s or officer’s service. The maximum potential amount of future payments the Company could be required to make under these indemnification arrangements is not specified in such arrangements; however, the Company has director and officer insurance coverage that is intended to reduce its exposure and enable the Company to recover a portion of any future amounts paid. The Company believes the estimated fair value of these indemnification arrangements in excess of applicable insurance coverage is immaterial.

Related Party Transactions

6 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Note 5 — Related Party Transactions

Founder Shares

Promissory Note — Related Party

Administrative Service Fee

Related Party Loans

Note 6 — Related Party Transactions

Founder Shares

On 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.

Promissory Note — Related Party

Administrative Service Fee

The 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 support. This arrangement will terminate upon completion of a business combination or the liquidation of the Company. For the 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.

Note 6 — Related Party Transactions (continued)

Related Party Loans

13. Related Party Transactions

Fresenius Medical Care distribution agreement

In addition to Fresenius Medical Care’s purchase of series D redeemable convertible preferred stock, the Company entered into a distribution agreement with Fresenius Medical Care in June 2018 which, as amended as of February 16, 2021, granted Fresenius Medical Care and its affiliates exclusive rights to develop outside the United States and EU and commercialize outside of the United States the Company’s 6 millimeter x 42cm HAV and all improvements thereto, and modifications and derivatives thereof (including any changes to the length, diameter or configuration of the foregoing), for use in vascular creation, repair, replacement or construction, including renal replacement therapy for dialysis access, the treatment of peripheral arterial disease, and the treatment of vascular trauma, 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. Within the United States, Fresenius Medical Care will collaborate with the Company in its commercialization of the product in the field, including adoption of the distribution product as a standard of care in patients for which such use is supported by clinical results and health economic analyses.

The Company is responsible for developing and seeking regulatory approval for the distribution product in the field in the United States. For countries outside the United States, the parties agreed to use commercially reasonable efforts to satisfy certain agreed minimum market entry criteria for the distribution product in the field in such country. For the EU, once such criteria have been satisfied for the applicable country, or if the parties otherwise mutually agree to obtain regulatory approval for the distribution product in the field in the applicable country, the Company agreed to use commercially reasonable efforts to obtain such regulatory approval (other than pricing approval), and Fresenius Medical Care agreed to use commercially reasonable efforts to obtain the corresponding pricing approval. For the rest of the world (i.e., outside the United States and the EU), once such criteria have been satisfied for the applicable country, or if the parties otherwise mutually agree to obtain regulatory and pricing approval for the distribution product in the field in the applicable country, Fresenius Medical Care agreed to use commercially reasonable efforts to obtain such approvals, and the Company agreed to use commercially reasonable efforts to support Fresenius Medical Care in its efforts.

Under the distribution agreement, the Company grants an exclusive, sublicensable license to Fresenius Medical Care under the patents, know-how and regulatory materials controlled by the Company during the term to commercialize the distribution product in the field outside the United States, subject to the Company’s retained rights to carry out its obligations under the distribution agreement. The Company also grants a non-exclusive, sublicensable license to Fresenius Medical Care under the patents, know-how and regulatory materials controlled by the Company during the term to develop the distribution product in accordance with the terms of the distribution agreement. In addition, the Company grants to Fresenius Medical Care, among other things, a perpetual, irrevocable, non-exclusive sublicensable license under the patents and know-how that primarily relate to the distribution product or its manufacture and that were created, conceived or developed solely or jointly by or on behalf of Fresenius Medical Care in the performance of its activities under the distribution agreement.

The distribution agreement provides that the Company will own all know-how and patents that primarily relate to the distribution product or its manufacture that are created, conceived or developed by or on behalf of either party in the performance of activities under the distribution agreement. Ownership of all other know-how, patents, materials and other intellectual property created, conceived or developed during the performance of activities under the distribution agreement will be determined in accordance with U.S. patent laws for determining inventorship.

The Company is obligated to make payments to Fresenius Medical Care based on a share of aggregate net sales by or on behalf of the Company of the distribution product in the United States in the field. Such revenue-share payments will be a percentage of net sales in the low double digits, without regard to the calendar year in which such net sales are attributable, until such time that the Company has paid to Fresenius Medical Care a certain total amount, at which time the revenue-share will decrease to a percentage of net sales in the mid-single digits. The amounts that Fresenius Medical Care will be obligated to pay the Company under the distribution agreement for sales of the distribution product in the field outside of the United States will vary. Fresenius Medical Care agreed to pay the Company initially, on a country-by-country basis for sales outside of the United States, the amount equal to the average cost of manufacturing the Company’s distribution product plus a fixed dollar amount per unit. Following a specified period, on a country-by-country basis outside of the United States, Fresenius Medical Care will pay the Company a fixed percentage of net sales for each unit sold in such country, such that the Company will receive more than half of such net sales.

The distribution agreement will generally continue on a country-by-country basis until the later of (a) the tenth anniversary of the launch date of the distribution product in the relevant country or (b) the expiration of the last-to-expire valid claim of specified patents in such country. Each party is permitted to terminate the distribution agreement for insolvency of, or, under certain circumstances, including various cure periods, material breach by the other party. Subject to a cure period, Fresenius Medical Care may also terminate the distribution agreement in its entirety or on a country-by-country basis (i) for certain withdrawals of regulatory approval or (ii) for termination or expiration of any of our in-licenses that is necessary for the exercise of Fresenius Medical Care’s rights, or the satisfaction of its obligations, under the distribution agreement. In addition, Fresenius Medical Care may terminate the distribution agreement for convenience on a country-by-country basis upon not less than 12 months’ written notice to the Company, although Fresenius Medical Care is not permitted to give such notice prior to the end of the second year following launch of the distribution product in such country. Each party is required to indemnify one another for certain third-party claims.

Arrangements with Dr. Niklason and Yale University

In September 2016, the Company entered into a Memorandum of Understanding Regarding Scientific and Operational Leadership, or MOU, with Dr. Niklason in connection with her performance of various consulting activities for the Company.

The MOU provided for the Company to make a payment each year through 2023 to the academic institution with which Dr. Niklason was then affiliated, up to an aggregate amount of $2.5 million for 2018 through 2023, and to pay Dr. Niklason reasonable consulting fees in consideration of the services she performed for the Company. For the years ended December 31, 2019 and 2020, and the six months ended June 30, 2020 and 2021 (unaudited), the company made payments under the MOU of $0.4 million, $0.5 million, $0.3 million and $0.0 million, respectively, to, or on behalf of, Yale University, where Dr. Niklason, currently the Company’s President, CEO and a member of the Company’s board of directors, serves as a Professor Adjunct, Division Chief and Vice Chair, Research in Anesthesia. The MOU was terminated effective November 9, 2020.

The following table shows a summary of related party expenses included in the statements of operations and comprehensive loss for the years ended December 31, 2019 and 2020 and the six months ended June 30, 2020 and 2021 (unaudited):


	Year Ended December 31,			Six Months Ended June 30,
($ in thousands)		2019	2020	2020	2021
				(Unaudited)	(Unaudited)
Expenses under MOU		422	500	250	—
License expenses		110	92	50	85
Other		39	28	13	81
Total		571	620	313	166

As of December 31, 2019, December 31, 2020 and June 30, 2021 (unaudited), the Company was a party to license agreements with Yale University, as described in Note 12 — Commitments and Contingencies above.

Subsequent Events	6 Months Ended
Subsequent Events	Jun. 30, 2021	Dec. 31, 2020
Subsequent Events		Note 13 — Subsequent Events The 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.
Humacyte, Inc.
Subsequent Events	14. Subsequent Events In preparing the financial statements for the years ended December 31, 2019 and 2020, the Company evaluated the effect subsequent events would have on the financial statements through March 22, 2021, which is the date the financial statements were issued. Under the terms of her employment agreement, the Company awarded Dr. Niklason an additional stock option award in January 2021 entitling her to purchase 5,000,000 shares of the Company’s common stock at an exercise price of $2.699 per share, none of which have vested as of the issuance date of these financial statements. 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). The vesting of this award will not accelerate upon finalization of the Merger (defined below). On February 17, 2021, the Company entered into a business combination agreement with Alpha Healthcare Acquisition Corp. (“AHAC”) and Hunter Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of AHAC, pursuant to which Merger Sub will merge with the Company, with the Company surviving the Merger as a wholly owned subsidiary of AHAC. As a result of the Merger, AHAC, will immediately be renamed Humacyte, Inc. (“New Humacyte”). Immediately prior to the consummation of the Merger, the Company’s outstanding preferred stock will automatically convert into shares of the Company’s common stock at the then-effective conversion ratio. In addition, concurrently with the completion of the Merger, certain investors have agreed to subscribe for and purchase an aggregate of $175 million of common stock of New Humacyte. The boards of directors of both AHAC and the Company have approved the proposed Merger. Completion of the Merger is subject to approval of AHAC’s shareholders and the satisfaction or waiver of certain other customary closing conditions. The Company expects that the Merger will represent a business combination pursuant to FASB ASC Topic 805, Business Combinations and will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, AHAC will be treated as the acquired company for financial reporting purposes. This determination is primarily based on the fact that subsequent to the Merger, the Company’s stockholders are expected to have a majority of the voting power of the combined company, the Company will comprise all of the ongoing operations of the combined company, the Company will comprise a majority of the governing body of the combined company, and the Company’s senior management will comprise all of the senior management of the combined company. Accordingly, for accounting purposes, the Merger will be treated as the equivalent of the Company issuing shares for the net assets of AHAC, accompanied by a recapitalization. The net assets of AHAC will be stated at historical costs. No goodwill or other intangible assets will be recorded. Operations prior to the Merger will be those of the Company.

Subsequent Events (unaudited)

6 Months Ended

Jun. 30, 2021

Subsequent Events (unaudited)

15. Subsequent Events (unaudited)

In preparing the unaudited interim financial statements as of June 30, 2021 and for the six months ended June 30, 2021, the Company evaluated the effect subsequent events would have on the financial statements through August 27, 2021, which is the date the unaudited interim financial statements were issued.

In connection with the First Amendment to the Loan and Security Agreement, dated June 30, 2021, by and among Silicon Valley Bank, SVB Innovation Credit Fund VIII, L.P. and Humacyte, Inc., $10.0 million of cash was classified as restricted cash on July 9, 2021, pursuant to the minimum liquidity provision of the agreement.

On August 26, 2021 (the “Closing Date”), the Company consummated the Merger with AHAC, where a subsidiary of AHAC merged with the Company, with the Company surviving the Merger as a wholly-owned subsidiary of AHAC. As a result of the business combination, AHAC was immediately renamed Humacyte, Inc. (“New Humacyte”).

Pursuant to the terms of the business combination agreement, each outstanding share of the Company’s common stock, par value $0.0001 per share, that was outstanding immediately prior to the closing of the Merger (the “Closing) converted into the right to receive 0.26260 shares of New Humacyte’s common stock in exchange for each share of the Company’s common stock held upon the Closing and the contingent right to receive certain Contingent Consideration Shares (as defined below). The preferred stock was converted into the right to receive the aggregate number of shares of New Humacyte’s common stock that would be issued upon conversion of the underlying Company’s common stock, multiplied by 0.26260 , as well as the contingent right to receive certain Contingent Consideration Shares. Each outstanding option and warrant to purchase the Company’s common stock was converted into an option or warrant, as applicable, to purchase a number of shares of New Humacyte common stock equal to the number of shares of the Company’s common stock subject to such option or warrant multiplied by 0.26260. In addition, certain investors purchased an aggregate of 17,500,000 shares of New Humacyte’s common stock (such investors, the “PIPE Investors”) concurrently with the Closing for an aggregate purchase price of $175 million.

Upon the Closing, 2,500,000 Class B shares of AHAC (Founder Shares) automatically converted into shares of New Humacyte, on a one-for-one basis.

In addition, pursuant to the terms of the business combination agreement, (1) warrants to purchase shares of capital stock of the Company were converted into warrants to purchase an aggregate of 287,704 shares of New Humacyte’s common stock and (2) options to purchase shares of common stock of the Company were converted into options to purchase an aggregate of 6,405,130 shares of New Humacyte’s common stock.

Including the $223.5 million in net proceeds from the Merger and the related PIPE Investment received on August 26, 2021 and the cash and cash equivalents on hand, the Company believes its combined cash and cash equivalents will be sufficient to fund operations, including clinical trial expenses and capital expenditure requirements for at least 12 months from August 27, 2021, the issuance date of these interim financial statements.

Subsequent to the Closing Date, eligible former equity holders of the Company may receive up to 15 million additional shares of New Humacyte’s common stock (the “Contingent Consideration Shares”) in the aggregate in two equal tranches of 7.5 million shares if the volume-weighted average closing sale price of our Common Stock is greater than or equal to $15.00 and $20.00 for any 20 trading days within any 30 consecutive trading day period. At the Closing on August 26, 2021, the Company recorded a liability (“Contingent Consideration Liability”) of $147.7 million, based on the estimated fair value of the 15 million Contingent Consideration Shares with a corresponding reduction of additional paid-in capital in the equity section of the Company’s consolidated balance sheet.

Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Organization and Description of Business

Note 1 — Organization and Business Operations

Organization and General

Financing

Trust Account

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.

Initial Business Combination

Proposed Business Combination with Humacyte

Business Combination Agreement

Sponsor Support Agreement

Humacyte Support Agreement

PIPE Subscription Agreements

Investor Rights and Lock-up Agreement

Lock-up Agreement

Liquidity

Risks and Uncertainties

Note 1 — Organization and Business Operations

Organization and General

The Company has selected December 31 as its fiscal year end.

Financing

Trust Account

Initial Business Combination

Note 1 — Organization and Business Operations (continued)

Liquidity

Risks and Uncertainties

Basis of Presentation

Use of Estimates

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

Net Loss per Share Attributable to Common Stockholders

Concentration of Credit Risk

Financial 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.

Net Loss per Common Stock

Below is a reconciliation of the net income per common share:


	For the		For the
	three months		six months
	ended		ended,
	June 30,		June 30,
	2021		2021
Numerator Earnings allocable to Class A common stock
Interest income on Trust account	$	1,187	$	11,592
Class A common stock net earnings	$	1,187	$	11,592
Denominator: Weighted average Class A shares
Class A Common stock, basic and diluted		7,841,024		8,315,869
Earnings/basic and diluted per share Class A common stock	$	0.00	$	0.00
Numerator: Net income (loss) minus Earnings allocable to Class A common stock
Net income (loss)	$	286,223	$	(9,149,309)
Less : Earnings allocable to Class A common stock		(1,187)		(11,592)
Class B net income (loss)	$	285,036	$	(9,160,901)
Denominator: weighted average Class B common stock
Class B common stock, basic and diluted		4,984,843		4,539,131
Income/Basic and diluted per share Class B common stock	$	0.06	$	(2.02)

Net Loss per Common Stock

Net 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 earnings. 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.

Note 3 — Significant Accounting Policies (continued)

Below is a reconciliation of the net income per common share:


	For the period
	From
	July 1,
	2020
	(Inception)
	through
	December 31,
	2020
Numerator Earnings allocable to Class A common stock subject to possible redemption
Interest income on Trust account	$	16,161
Class A common stock subject to possible redemption net earnings	$	16,161
Denominator: Weighted average Class A shares subject to possible redemption
Class A Common stock subject to possible redemption, basic and diluted		6,338,515
Earnings/basic and diluted per share Class A common stock subject to possible redemption	$	0.00
Numerator: Net income minus Earnings allocable to Class A common stock subject to possible redemption
Net income (loss)	$	1,419,645
Less: Earnings allocable to Class A common stock subject to possible redemption		16,161
Non-redeemable ordinary shares net income	$	1,403,484
Denominator: weighted average Non-redeemable ordinary shares
Non-redeemable ordinary shares, basic and diluted		2,500,000
Income/Basic and diluted per share Non-redeemable ordinary shares	$	0.56

Fair Value of Financial Instruments

Recently Adopted Accounting Pronouncements

Income Taxes

The Company has identified the United States as its only “major” tax jurisdiction.

Income Taxes

The 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.

The Company has identified the United States as its only “major” tax jurisdiction.

Recent Accounting Standards

Management 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.

Recent Accounting Standards

Management 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.

Organization and Description of Business

1. Organization and Description of Business

Organization

Humacyte, Inc., or the Company, is pioneering the development and manufacture of off-the-shelf, universally implantable, bioengineered human tissues to improve the lives of patients and transform the practice of medicine. The Company is leveraging its technology platform to develop proprietary, bioengineered, acellular human tissues for use in the treatment of diseases and conditions across a range of anatomic locations in multiple therapeutic areas.

Liquidity and Going Concern

Since its inception in 2004, the Company has generated no product revenue and has incurred net losses and negative cash flows from operations in each year. To date, the Company has financed its operations primarily through the sale of equity securities and convertible debt and, to a lesser extent, through governmental and other grants. At December 31, 2019 and 2020 and June 30, 2021 (unaudited), the Company had an accumulated deficit of $321.6 million, $388.1 million and $425.7 million, respectively. The Company’s net losses were $85.4 million and $66.5 million for the years ended December 31, 2019 and 2020, respectively, and $32.6 million and $37.5 million for the six months ended June 30, 2020 and 2021 (unaudited). Substantially all of the Company’s net losses resulted from costs incurred in connection with the Company’s research and development programs and from general and administrative costs associated with the Company’s operations. The Company expects to incur substantial operating losses and negative cash flows from operations for the foreseeable future as the Company advances its product candidates.

The Company does not believe its existing cash and cash equivalents will be sufficient to fund its anticipated operating expenses, including clinical trial expenses, and capital expenditure requirements for at least twelve months following the date these financial statements were issued. Until such time, if ever, as the Company is able to successfully develop and commercialize one or more of its product candidates, it expects to fund its operations through the sale of equity, debt, borrowing under credit facilities or through potential collaborations with other companies, other strategic transactions or government contracts and grants. The Company’s future capital requirements will depend on many factors, and adequate capital may not be available to the Company when needed or on acceptable terms. If the Company is unable to raise capital, it could be forced to delay, reduce, suspend or cease its research and development programs or any future commercialization efforts, which would have a negative impact on the Company’s business, prospects, operating results and financial condition. As of March 22, 2021, the issuance date of the financial statements for the year ended December 31, 2020, the Company has concluded that there is substantial doubt about its ability to continue as a going concern within one year after the date that the annual financial statements were issued.

The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.

Business Combination

On February 17, 2021, the Company entered into a business combination agreement with Alpha Healthcare Acquisition Corp. (“AHAC”) and Hunter Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of AHAC, pursuant to which Merger Sub will merge with the Company, with the Company surviving the Merger as a wholly owned subsidiary of AHAC (the “Merger”). As a result of the Merger, AHAC will immediately be renamed Humacyte, Inc. (“New Humacyte”). Immediately prior to the consummation of the Merger, the Company’s outstanding preferred stock will automatically convert into shares of the Company’s common stock at the then-effective conversion ratio. In addition, concurrently with the completion of the Merger, certain investors have agreed to subscribe for and purchase an aggregate of $175 million of common stock of New Humacyte (the “PIPE Investment”). The boards of directors of both AHAC and the Company have approved the proposed Merger. Completion of the Merger is subject to approval of AHAC’s shareholders and the satisfaction or waiver of certain other customary closing conditions. The Company expects that the Merger will represent a business combination pursuant to FASB ASC Topic 805, Business Combinations and will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, AHAC will be treated as the acquired company for financial reporting purposes. This determination is primarily based on the fact that subsequent to the Merger, the Company’s stockholders are expected to have a majority of the voting power of the combined company, the Company will comprise all of the ongoing operations of the combined company, the Company will comprise a majority of the governing body of the combined

company, and the Company’s senior management will comprise all of the senior management of the combined company. Accordingly, for accounting purposes, the Merger will be treated as the equivalent of the Company issuing shares for the net assets of AHAC, accompanied by a recapitalization. The net assets of AHAC will be stated at historical costs. No goodwill or other intangible assets will be recorded. Operations prior to the Merger will be those of the Company.

Impact of COVID-19

The COVID-19 pandemic, which began in December 2019 and has spread worldwide, has caused many governments to implement measures to slow the spread of the outbreak, including shelter-in-place orders and the mandatory shutdown of certain businesses. The outbreak and government measures taken in response have had a significant impact, both direct and indirect, on the Company’s business, as supply chains have been disrupted, and facilities and production have been suspended. The future progression of the pandemic and its effects on the Company’s business and operations are uncertain. The COVID-19 pandemic may affect the Company’s ability to initiate and complete preclinical studies, delay its clinical trials or future clinical trials, disrupt regulatory activities, or have other adverse effects on its business and operations. The pandemic has already caused significant disruptions in the financial markets, and may continue to cause such disruptions, which could impact the Company’s ability to raise additional funds to support its operations. Moreover, the pandemic has significantly impacted economies worldwide and could result in adverse effects on the Company’s business and operations.

To date, the COVID-19 pandemic has not resulted in material financial impacts or impairment losses in the carrying values of the Company’s assets as a result of the pandemic and the Company is not aware of any specific related event or circumstance that would require it to revise the estimates reflected in these financial statements. The extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition, including current and future clinical trials and research and development costs, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19, the actions taken to contain or treat it, and the duration and intensity of the related economic impact of the pandemic.

Unaudited Interim Financial Statements

Basis of Presentation

The Company has prepared the accompanying financial statements in conformity with accounting principles generally accepted in the United States of America, or GAAP.

Unaudited Interim Financial Statements

Segments

Segments

Comprehensive loss

Comprehensive loss

Use of Estimates

Redeemable Convertible Preferred Stock

Cash and Cash Equivalents

Redeemable Convertible Preferred Stock

Revenue Recognition

Revenue Recognition

The Company’s revenues generally consist of grant revenues, including revenues generated under government and other awarded grants.

In addition, ASC 606 requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.

Grant Revenue

Other Risks and Uncertainties

Concentration of Credit Risk


	2019				2020				June 2020 (unaudited)				June 2021 (unaudited)
			Accounts				Accounts				Accounts				Accounts
	Revenue		Receivable		Revenue		Receivable		Revenue		Receivable		Revenue		Receivable
Grant A	28	%	—		—		—		—		—		—		—
Grant B	38	%	67	%	10	%	—		32	%	—		—		—
Grant C	34	%	33	%	67	%	100	%	61	%	83	%	100	%	100	%
Grant D	—		—		18	%	—		—		—		—		—
Total	100	%	100	%	95	%	100	%	93	%	83	%	100	%	100	%

Other Risks and Uncertainties

Net Loss per Share Attributable to Common Stockholders

Net Loss per Share Attributable to Common Stockholders


	December 31,		June 30,
	2019	2020	2020	2021
			(Unaudited)	(Unaudited)
Shares issuable upon conversion of Series A redeemable convertible preferred stock	70,152,805	70,152,805	70,152,805	70,152,805
Shares issuable upon conversion of Series B redeemable convertible preferred stock	91,919,158	91,919,158	91,919,158	91,919,158
Shares issuable upon conversion of Series C redeemable convertible preferred stock	42,808,208	42,808,208	42,808,208	42,808,208
Shares issuable upon conversion of Series D redeemable convertible preferred stock	60,216,780	60,216,780	60,216,780	60,216,780
Exercise of options under stock plan	19,880,073	18,330,574	17,218,438	24,831,266
Warrants to purchase common stock	125,520	125,520	125,520	1,095,616

Property and Equipment, Net

Fair Value of Financial Instruments

●

Level 1 — Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets.

●

Level 3 — Unobservable inputs in which little or no market data exists, therefore requiring the Company to develop its own assumptions.

Property and Equipment, Net

using the straight-line method over the estimated useful lives of the related assets. The estimated useful lives for significant asset categories are as follows:


		Estimated Useful
Property and equipment		Lives (Years)
Scientific equipment		5 – 7
Computer equipment		5
Software		3
Furniture and fixtures		5 – 7
Leasehold improvements		Lesser of useful life or life of lease
Construction in progress		N/A

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

Accrued Research and Development

Income Taxes

Intellectual Property

Intellectual Property

Research and Development

Research and Development

The Company expenses research and development costs as operating expenses as incurred. 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;

●

allocation of facility lease and maintenance costs;

●

depreciation of leasehold improvements, laboratory equipment and computers;

●

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

●

costs related to compliance with regulatory requirements;

●

costs related to the manufacturing scale-out initiative; and

●

license fees related to in-licensed technologies.

Accrued Research and Development

Stock-Based Compensation

Stock-Based Compensation

Leases

Leases

The cumulative effect of initially applying the new lease guidance on January 1, 2019 is as follows:


	January 1, 2019
			Cumulative		Beginning
	Beginning		Effect		Balance,
($ in thousands)	Balance		Adjustment		As Adjusted
Assets
Building asset	$	25,091	$	(25,091)	$	—
Finance lease right-of-use assets, net	$	—	$	27,612	$	27,612
Operating lease right-of-use assets, net	$	—	$	923	$	923

Liabilities and stockholders' deficit
Accrued expenses	$	7,049	$	(1)	$	7,048
Facility financing obligation, current portion	$	276	$	(276)	$	—
Finance lease obligation, current portion	$	—	$	1,292	$	1,292
Operating lease obligation, current portion	$	—	$	55	$	55
Facility financing obligation, net of current portion	$	22,955	$	(22,955)	$	—
Finance lease obligation, net of current portion	$	—	$	26,319	$	26,319
Operating lease obligation, net of current portion	$	—	$	870	$	870
Accumulated deficit	$	(234,289)	$	(1,861)	$	(236,150)

Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

Summary of Significant Accounting Policies (Tables) - Humacyte, Inc.

6 Months Ended

Jun. 30, 2021

Summary of 10% or more of the Company's total revenue or accounts receivable balance


	2019				2020				June 2020 (unaudited)				June 2021 (unaudited)
			Accounts				Accounts				Accounts				Accounts
	Revenue		Receivable		Revenue		Receivable		Revenue		Receivable		Revenue		Receivable
Grant A	28	%	—		—		—		—		—		—		—
Grant B	38	%	67	%	10	%	—		32	%	—		—		—
Grant C	34	%	33	%	67	%	100	%	61	%	83	%	100	%	100	%
Grant D	—		—		18	%	—		—		—		—		—
Total	100	%	100	%	95	%	100	%	93	%	83	%	100	%	100	%

Summary of securities that could potentially dilute net loss per share in the future that were not included in the computation of diluted net loss per share


	December 31,		June 30,
	2019	2020	2020	2021
			(Unaudited)	(Unaudited)
Shares issuable upon conversion of Series A redeemable convertible preferred stock	70,152,805	70,152,805	70,152,805	70,152,805
Shares issuable upon conversion of Series B redeemable convertible preferred stock	91,919,158	91,919,158	91,919,158	91,919,158
Shares issuable upon conversion of Series C redeemable convertible preferred stock	42,808,208	42,808,208	42,808,208	42,808,208
Shares issuable upon conversion of Series D redeemable convertible preferred stock	60,216,780	60,216,780	60,216,780	60,216,780
Exercise of options under stock plan	19,880,073	18,330,574	17,218,438	24,831,266
Warrants to purchase common stock	125,520	125,520	125,520	1,095,616

Summary of estimated useful lives for significant asset


		Estimated Useful
Property and equipment		Lives (Years)
Scientific equipment		5 – 7
Computer equipment		5
Software		3
Furniture and fixtures		5 – 7
Leasehold improvements		Lesser of useful life or life of lease
Construction in progress		N/A

Summary of cumulative effect of initially applying the new lease guidance


	January 1, 2019
			Cumulative		Beginning
	Beginning		Effect		Balance,
($ in thousands)	Balance		Adjustment		As Adjusted
Assets
Building asset	$	25,091	$	(25,091)	$	—
Finance lease right-of-use assets, net	$	—	$	27,612	$	27,612
Operating lease right-of-use assets, net	$	—	$	923	$	923

Liabilities and stockholders' deficit
Accrued expenses	$	7,049	$	(1)	$	7,048
Facility financing obligation, current portion	$	276	$	(276)	$	—
Finance lease obligation, current portion	$	—	$	1,292	$	1,292
Operating lease obligation, current portion	$	—	$	55	$	55
Facility financing obligation, net of current portion	$	22,955	$	(22,955)	$	—
Finance lease obligation, net of current portion	$	—	$	26,319	$	26,319
Operating lease obligation, net of current portion	$	—	$	870	$	870
Accumulated deficit	$	(234,289)	$	(1,861)	$	(236,150)

Property and Equipment, Net (Tables)

6 Months Ended

Jun. 30, 2021

Schedule of Property and equipment


	As of December 31,				June 30,
($ in thousands)	2019		2020		2021
					(Unaudited)
Scientific equipment	$	27,822	$	27,412	$	27,495
Computer equipment		218		149		154
Software		340		335		335
Furniture and fixtures		988		988		988
Leasehold improvements		26,337		26,355		26,355
		55,705		55,239		55,327
Accumulated depreciation		(8,417)		(14,261)		(17,367)
Property and equipment, net	$	47,288	$	40,978	$	37,960

Accrued Expenses (Tables)

6 Months Ended

Jun. 30, 2021

Schedule of Accrued Expenses


	As of December 31,				As of June 30,
($ in thousands)	2019		2020		2021
					(Unaudited)
Accrued external research, development and manufacturing costs	$	3,872	$	2,615	$	1,626
Accrued employee compensation and benefits		1,260		1,009		3,944
Accrued professional fees		868		968		3,082
Total	$	6,000	$	4,592	$	8,652

Debt (Tables) - Humacyte, Inc.

6 Months Ended

Jun. 30, 2021

Summary of SVB loan payable and net discount or premium balances


	June 30,		December 31,
($ in thousands)	2021		2020
	(Unaudited)
Principal amount of SVB loan payable	$	20,000	$	—
Final payment amount of SVB loan payable		1,000		—
Net premium associated with accretion of final payment and other debt issuance costs		(3,388)		—
SVB loan payable, current and noncurrent		17,612		—
Less SVB loan payable, current portion		(2,222)		—
SVB loan payable, noncurrent portion	$	15,390	$	—

Summary of future minimum payments of principal and estimated payments of interest


Year ending December 31:	($ in thousands)
2021 (remainder)	$	767
2022		6,917
2023		7,532
2024		7,026
2025		2,122
Total future payments		24,364
Less amounts representing interest		(3,364)
Less final payment		(1,000)
Total principal amount of SVB loan payments	$	20,000

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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Schedule of quantitative information of leases

Leases (Tables) - Humacyte, Inc.

6 Months Ended

Jun. 30, 2021


	Year Ended						Year Ended						Six Months Ended June						Six Months Ended June
	December 31, 2019						December 31, 2020						30, 2020 (Unaudited)						30, 2021 (Unaudited)
	Finance			Operating			Finance			Operating			Finance			Operating			Finance			Operating
($ in thousands)	Leases			Leases			Leases			Leases			Leases			Leases			Leases			Leases
Operating cash flows from leases	$	(2,298)		$	(137)		$	(2,180)		$	(182)		$	(1,106)		$	(89)		$	(525)		$	(53)
Financing cash flows from leases	$	(1,292)		$	—		$	(1,500)		$	—		$	(722)		$	—		$	(834)		$	—
Weighted-average remaining lease term		6.02			6.38			5.52			6.24			6.04			6.43			5.26			5.98
Weighted-average discount rate		8.50	%		8.50	%		8.50	%		8.50	%		8.50	%		8.50	%		8.50	%		8.50	%

Schedule of maturities of lease liabilities


($ in thousands)	Finance Leases		Operating Leases
Year Ended December 31, 2021	$	3,773	$	105
Year Ended December 31, 2022		3,868		105
Year Ended December 31, 2023		3,965		105
Year Ended December 31, 2024		4,065		106
Year Ended December 31, 2025		4,167		106
Thereafter		16,937		678
Total		36,775		1,205
Less: present value discount		(11,956)		(436)
Lease liabilities	$	24,819	$	769

Redeemable Convertible Preferred Stock (Tables) - Humacyte, Inc.

6 Months Ended

Jun. 30, 2021

Summary of redeemable convertible preferred stock


	Redeemable	Redeemable
	Convertible	Convertible
	Preferred	Preferred Stock
	Stock	Issued and		Carrying	Liquidation		Issuance
	Authorized	Outstanding	Value		Preference		Price
Series A redeemable convertible preferred stock	70,152,805	70,152,805	$	74,079	$	74,079	$	1.05596
Series B redeemable convertible preferred stock	91,919,158	91,919,158		127,358		136,500	$	1.485
Series C redeemable convertible preferred stock	42,808,219	42,808,208		70,704		75,000	$	1.752
Series D redeemable convertible preferred stock	60,216,780	60,216,780		148,848		150,000	$	2.491
	265,096,962	265,096,951	$	420,989	$	435,579

Summary of conversion prices for each series of the redeemable convertible preferred stock


Series	Conversion Price
Series A redeemable convertible preferred stock	$	1.05596
Series B redeemable convertible preferred stock	$	1.485
Series C redeemable convertible preferred stock	$	1.752
Series D redeemable convertible preferred stock	$	2.491

Stockholders' Deficit (Tables)

6 Months Ended

Jun. 30, 2021

Summary of common stock reserved for future issuances


	December 31,		June 30,
	2019	2020	2021
			(Unaudited)
Conversion of Series A redeemable convertible preferred stock	70,152,805	70,152,805	70,152,805
Conversion of Series B redeemable convertible preferred stock	91,919,158	91,919,158	91,919,158
Conversion of Series C redeemable convertible preferred stock	42,808,219	42,808,219	42,808,219
Conversion of Series D redeemable convertible preferred stock	60,216,780	60,216,780	60,216,780
Exercise of options under stock plan	19,880,073	18,330,574	24,831,266
Issuance of options under stock plan	10,422,521	11,228,478	4,391,144
Warrant to purchase common stock	125,520	125,520	1,095,616
	295,525,076	294,781,534	295,414,988

Stock-based Compensation (Tables) - Humacyte, Inc.

6 Months Ended

Jun. 30, 2021

Summary of assumptions on the date of grant to estimate the fair value of the stock options in the Black-Scholes option-pricing model


	Year Ended December 31,				Six Months Ended June 30,
	2019		2020		2020		2021
					(Unaudited)		(Unaudited)
Estimated dividend yield	0	%	0	%	0	%	0	%
Expected share price volatility	70.1%-87.7	%	89.4% - 91.6	%	89.4% - 91.4	%	91.0% - 92.1	%
Risk-free interest rate	1.76% - 2.46	%	0.34% - 0.75	%	0.39% - 0.75	%	0.62% - 1.02	%
Expected term of options (in years)	6.00		6.00		6.00		6.00

Summary of stock-based compensation expense included in the statements of operations and comprehensive loss

	Year Ended December 31,				For the Six Month Ended June 30,
($ in thousands)	2019		2020		2020		2021
					(Unaudited)		(Unaudited)
Research and development	$	914	$	1,135	$	473	$	1,351
General and administrative		3,543		3,559		1,823		4,107
Total	$	4,457	$	4,694	$	2,296	$	5,458


	As of December 31,				June 30
($ in thousands)	2019		2020		2021
					(Unaudited)
Unrecognized share-based compensation cost	$	7,919	$	5,789	$	14,496
Expected weighted average period compensation costs to be recognized (years)		1.8		1.7		2.3

Summary of option activity


				Weighted
				Average
		Weighted		Remaining	Aggregate
	Number of	Average Exercise		Contractual Term	Intrinsic Value
	Shares	Price Per Share		(years)	(in thousands)
Options outstanding at December 31, 2018	21,473,871	$	1.23	7.4	$	21,354
Granted	2,365,100	$	2.23
Exercised	(2,364,227)	$	0.52
Forfeited	(1,594,671)	$	2.00
Options outstanding at December 31, 2019	19,880,073	$	1.37	6.5	$	17,044
Granted	1,831,700	$	2.57
Exercised	(743,542)	$	0.41
Forfeited	(2,637,657)	$	0.99
Options outstanding at December 31, 2020	18,330,574	$	1.59	6.6	$	20,422
Vested and exercisable, December 31, 2020	12,918,751	$	1.31	5.9	$	17,925
Vested and expected to vest, December 31, 2020	18,330,574	$	1.59	6.6	$	20,422


				Weighted
				Average
		Weighted		Remaining	Aggregate
		Average Exercise		Contractual Term	Intrinsic Value
	Number of Shares	Price Per Share		(years)	(in thousands)
Options outstanding at December 31, 2020	18,330,574	$	1.59	6.6	$	20,422
Granted (unaudited)	6,999,500	$	2.70
Exercised (unaudited)	(336,642)	$	0.59
Forfeited (unaudited)	(162,166)	$	1.78
Options outstanding at June 30, 2021 (unaudited)	24,831,266	$	1.91	6.85	$	19,567
Vested and exercisable, June 30, 2021 (unaudited)	15,803,754	$	1.48	5.34	$	19,194
Vested and expected to vest, June 30, 2021 (unaudited)	24,831,266	$	1.48	6.85	$	19,567

Income Taxes (Tables)

6 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Schedule of components of Company's deferred tax assets and deferred tax liabilities

	December 31,
	2020
Deferred tax asset
Organizational costs/Startup expenses	$	28,570
Federal Net Operating loss		20,430
Total deferred tax asset		49,000
Valuation allowance		(49,000)
Deferred tax asset, net of allowance	$	—

Schedule of difference between the actual income tax benefit and amount computed by applying the statutory Federal income tax rate to losses before income taxes


Statutory federal income tax rate	21.0	%
State taxes, net of federal tax benefit	0.0	%
Change in fair value of warrant liabilities	(29.1)	%
Offering expenses	4.6	%
Change in valuation allowance	3.5	%
Income tax provision	—	%

Schedule of components of Company's deferred tax assets and deferred tax liabilities


	As of December 31,
($ in thousands)	2019		2020
Deferred tax assets:
Net operating loss	$	50,616	$	53,515
Capitalized research and development		19,660		32,337
Research credits		10,658		15,056
Share-based compensation		1,669		2,519
Right of use lease liability		207		177
Accrued expenses		71		57
Other		1		1
Total deferred tax asset		82,882		103,662
Less: valuation allowance		(82,193)		(101,757)
Total net deferred tax asset		689		1,905

Deferred tax liabilities:
Basis difference in fixed assets		(482)		(1,728)
Right of use lease assets		(207)		(177)
Total deferred tax liability		(689)		(1,905)
Total net deferred tax asset/(liability)	$	—	$	—

Schedule of difference between the actual income tax benefit and amount computed by applying the statutory Federal income tax rate to losses before income taxes


	December 31,
	2019				2020
($ in thousands)	Amount		Rate		Amount		Rate
Income tax benefit at statutory rate	$	(17,939)	21.0	%	$	(13,970)	21.0	%
State income taxes, net of federal benefit		(1,739)	2.0	%		(1,338)	2.0	%
Tax credits		(1,821)	2.1	%		(2,625)	3.9	%
Other nondeductible expenses		54	0.0	%		90	(0.1)	%
Deferred rate changes		16	0.0	%		16	0.0	%
Other		449	(0.5)	%		(1,736)	2.6	%
Change in valuation allowance		20,980	(24.6)	%		19,563	(29.4)	%
Provision for income taxes	$	—	0.0	%	$	—	0.0	%

Related Party Transactions (Tables)

6 Months Ended

Jun. 30, 2021


	Year Ended December 31,			Six Months Ended June 30,
($ in thousands)		2019	2020	2020	2021
				(Unaudited)	(Unaudited)
Expenses under MOU		422	500	250	—
License expenses		110	92	50	85
Other		39	28	13	81
Total		571	620	313	166

Organization and Description of Business (Details) - USD ($)			3 Months Ended	6 Months Ended			12 Months Ended
	Mar. 22, 2021	Feb. 17, 2021	Jun. 30, 2021	Jun. 30, 2021	Dec. 31, 2020	Jun. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Jan. 01, 2019
Business Acquisition [Line Items]
Accumulated deficit			$ 7,729,664	$ 7,729,664	$ (1,419,645)		$ (1,419,645)
Net loss			(286,223)	9,149,309	(1,419,645)
Value of common shares issued to certain investors					25,000
Humacyte, Inc.
Business Acquisition [Line Items]
Accumulated deficit			425,595,000	425,595,000	$ 388,096,000		388,096,000	$ 321,572,000	$ 234,289,000
Net loss				37,499,000		$ 32,552,000	$ 66,524,000	$ 85,422,000
Substantial Doubt about Going Concern, within One Year [true false]	true
Alpha Healthcare Acquisition Corp. and Hunter Merger Sub, Inc. \| Humacyte, Inc.
Business Acquisition [Line Items]
Accumulated deficit			$ 425,700,000	425,700,000
Net loss				$ 37,500,000
Value of common shares issued to certain investors		$ 175,000,000
Goodwill		0
Intangible assets		$ 0

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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The cumulative amount of the reporting entity's undistributed earnings or deficit.

Summary of Significant Accounting Policies (Details) - Humacyte, Inc.	6 Months Ended
	Jun. 30, 2021 segment
Segments
Number of reportable segment	1
Number of operating segment	1

Summary of Significant Accounting Policies - Grant Revenue (Details) - Humacyte, Inc. - USD ($) $ in Thousands	1 Months Ended			6 Months Ended		12 Months Ended
	Sep. 30, 2017	Aug. 31, 2017	Nov. 30, 2013	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Disaggregation of Revenue [Line Items]
Revenue from grants not within the scope of ASC 606				$ 800	$ 400	$ 1,500	$ 6,200
Department of Defense grants \| Work on bioengineered blood vessels for vascular trauma
Disaggregation of Revenue [Line Items]
Grants	$ 4,000
Department of Defense grants \| Work to support human tissue engineered blood vessels for vascular reconstruction
Disaggregation of Revenue [Line Items]
Grants		$ 7,100
Department of Defense grants \| Reimbursement of certain allowable costs related to grants
Disaggregation of Revenue [Line Items]
Recognized revenue				800	500	1,100	4,500
California Institute of Regenerative Medicine grants \| Reimbursement of certain allowable costs related to grants
Disaggregation of Revenue [Line Items]
Recognized revenue				0	0	0	1,700
California Institute of Regenerative Medicine grants \| Grants upon the achievement of performance milestones related to patient enrollment targets
Disaggregation of Revenue [Line Items]
Recognized revenue						11,200
National Institutes of Health grant \| Reimbursement of certain allowable costs related to grants
Disaggregation of Revenue [Line Items]
Recognized revenue			$ 1,600	$ 0	$ 0	$ 300	$ 0
National Institutes of Health grant \| Work to support bioengineered grafts for peripheral vascular disease
Disaggregation of Revenue [Line Items]
Grants			$ 1,600

Summary of Significant Accounting Policies -Concentration of Credit Risk (Details) - Humacyte, Inc.	6 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Revenue \| Customer concentration
Concentration Risk [Line Items]
Concentration of Credit Risk	100.00%	93.00%	95.00%	100.00%
Revenue \| Customer concentration \| Grant A
Concentration Risk [Line Items]
Concentration of Credit Risk				28.00%
Revenue \| Customer concentration \| Grant B
Concentration Risk [Line Items]
Concentration of Credit Risk		32.00%	10.00%	38.00%
Revenue \| Customer concentration \| Grant C
Concentration Risk [Line Items]
Concentration of Credit Risk	100.00%	61.00%	67.00%	34.00%
Revenue \| Customer concentration \| Grant D
Concentration Risk [Line Items]
Concentration of Credit Risk			18.00%
Accounts Receivable \| Credit concentration
Concentration Risk [Line Items]
Concentration of Credit Risk	100.00%	83.00%	100.00%	100.00%
Accounts Receivable \| Credit concentration \| Grant B
Concentration Risk [Line Items]
Concentration of Credit Risk				67.00%
Accounts Receivable \| Credit concentration \| Grant C
Concentration Risk [Line Items]
Concentration of Credit Risk	100.00%	83.00%	100.00%	33.00%

Summary of Significant Accounting Policies - Net Loss per Share Attributable to Common Stockholders (Details) - Humacyte, Inc. - shares	6 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Series A redeemable convertible preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Securities that were not included in the computation of diluted net loss per share	70,152,805	70,152,805	70,152,805	70,152,805
Series B redeemable convertible preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Securities that were not included in the computation of diluted net loss per share	91,919,158	91,919,158	91,919,158	91,919,158
Series C redeemable convertible preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Securities that were not included in the computation of diluted net loss per share	42,808,208	42,808,208	42,808,208	42,808,208
Series D redeemable convertible preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Securities that were not included in the computation of diluted net loss per share	60,216,780	60,216,780	60,216,780	60,216,780
Exercise of options under stock plan
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Securities that were not included in the computation of diluted net loss per share	24,831,266	17,218,438	18,330,574	19,880,073

Summary of Significant Accounting Policies - Property and Equipment, Net (Details) - Humacyte, Inc.	6 Months Ended
	Jun. 30, 2021
Scientific equipment. \| Minimum
Property, Plant and Equipment [Line Items]
Estimated useful lives	5 years
Scientific equipment. \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful lives	7 years
Computer equipment
Property, Plant and Equipment [Line Items]
Estimated useful lives	5 years
Software
Property, Plant and Equipment [Line Items]
Estimated useful lives	3 years
Furniture and fixtures \| Minimum
Property, Plant and Equipment [Line Items]
Estimated useful lives	5 years
Furniture and fixtures \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful lives	7 years

Summary of Significant Accounting Policies - Impairment of Long-Lived Assets and Income Taxes (Details) - Humacyte, Inc. - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Impairment of Long-Lived Assets
Impairment of long-lived assets		$ 0	$ 0
Income Taxes
Uncertain tax positions	$ 0	0	0
Accrued interest or penalties related to uncertain tax positions	0	0	0
interest or penalties related to uncertain tax positions expensed	$ 0	$ 0	$ 0

Summary of Significant Accounting Policies - Leases (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2019	Jan. 01, 2019
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Accumulated deficit	$ (7,729,664)	$ 1,419,645
Humacyte, Inc.
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Accumulated deficit	(425,595,000)	(388,096,000)	$ (321,572,000)	$ (234,289,000)
Lease liabilities, Finance leases	24,000,000.0	24,819,000	26,300,000
Finance lease right-of-use assets	22,462,000	23,492,000	25,552,000
Operating right-of-use assets	748,000	769,000	897,000
Lease liabilities, Operating leases	$ 700,000	$ 769,000	$ 900,000
Cumulative Effect Adjustment \| Humacyte, Inc.
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Accumulated deficit				(1,861,000)
Lease liabilities, Finance leases				27,600,000
Finance lease right-of-use assets				27,612,000
Operating right-of-use assets				923,000
Lease liabilities, Operating leases				900,000
ASU 2016-02 \| Cumulative Effect Adjustment \| Humacyte, Inc.
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Accumulated deficit				$ 1,900,000

The cumulative amount of the reporting entity's undistributed earnings or deficit.

Summary of Significant Accounting Policies - New lease guidance on January 1, 2019 (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2019	Jan. 01, 2019
Liabilities and stockholders' deficit
Accumulated deficit	$ (7,729,664)	$ 1,419,645
Humacyte, Inc.
Assets
Building asset				$ 25,091,000
Finance lease right-of-use assets, net	22,462,000	23,492,000	$ 25,552,000
Operating lease right-of-use assets, net	748,000	769,000	897,000
Liabilities and stockholders' deficit
Accrued expenses	8,652,000	4,592,000	6,000,000	7,049,000
Facility financing obligation, current portion				276,000
Finance lease obligation, current portion	1,852,000	1,729,000	1,500,000
Operating lease obligation, current portion	43,000	42,000	70,000
Facility financing obligation, net of current portion				22,955,000
Finance lease obligation, net of current portion	22,133,000	23,090,000	24,819,000
Operating lease obligation, net of current portion	705,000	727,000	829,000
Accumulated deficit	$ (425,595,000)	$ (388,096,000)	$ (321,572,000)	(234,289,000)
Cumulative Effect Adjustment \| Humacyte, Inc.
Assets
Building asset				(25,091,000)
Finance lease right-of-use assets, net				27,612,000
Operating lease right-of-use assets, net				923,000
Liabilities and stockholders' deficit
Accrued expenses				(1,000)
Facility financing obligation, current portion				(276,000)
Finance lease obligation, current portion				1,292,000
Operating lease obligation, current portion				55,000
Facility financing obligation, net of current portion				(22,955,000)
Finance lease obligation, net of current portion				26,319,000
Operating lease obligation, net of current portion				870,000
Accumulated deficit				(1,861,000)
Beginning Balance, As Adjusted \| Humacyte, Inc.
Assets
Finance lease right-of-use assets, net				27,612,000
Operating lease right-of-use assets, net				923,000
Liabilities and stockholders' deficit
Accrued expenses				7,048,000
Finance lease obligation, current portion				1,292,000
Operating lease obligation, current portion				55,000
Finance lease obligation, net of current portion				26,319,000
Operating lease obligation, net of current portion				870,000
Accumulated deficit				(236,150,000)
ASU 2016-02 \| Cumulative Effect Adjustment \| Humacyte, Inc.
Liabilities and stockholders' deficit
Accumulated deficit				$ 1,900,000

Property and Equipment, Net (Details) - Humacyte, Inc. - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 55,327		$ 55,239	$ 55,705
Accumulated depreciation	(17,367)		(14,261)	(8,417)
Property and equipment, net	37,960		40,978	47,288
Depreciation expense	3,106	$ 3,162	6,291	4,689
Scientific equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	27,495		27,412	27,822
Computer equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	154		149	218
Software
Property, Plant and Equipment [Line Items]
Property and equipment, gross	335		335	340
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, gross	988		988	988
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 26,355		$ 26,355	$ 26,337

Accrued Expenses (Details) - Humacyte, Inc. - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2019	Jan. 01, 2019
Accrued external research, development and manufacturing costs	$ 1,626	$ 2,615	$ 3,872
Accrued employee compensation and benefits	3,944	1,009	1,260
Accrued professional fees	3,082	968	868
Total	$ 8,652	$ 4,592	$ 6,000	$ 7,049

Debt (Details) - Humacyte, Inc. - USD ($) $ in Thousands	1 Months Ended	6 Months Ended		12 Months Ended
Debt (Details) - Humacyte, Inc. - USD ($) $ in Thousands	Apr. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Debt Instrument [Line Items]
Proceeds from debt instruments			$ 3,251	$ 3,251
Gain on PPP loan forgiveness		$ 3,284
Paycheck Protection Program
Debt Instrument [Line Items]
Proceeds from debt instruments	$ 3,300
Gain on PPP loan forgiveness		$ 3,284

Debt - Unaudited (Details) - Term loan agreement - Humacyte, Inc. - USD ($) $ in Millions		6 Months Ended
	Jul. 09, 2021	Jun. 30, 2021	Mar. 31, 2021
Line of Credit Facility [Line Items]
Maximum loan facility amount			$ 50.0
Initial term loan drawn	$ 10.0	$ 20.0
Amount that are eligible to disburse		$ 10.0
Borrowings bearing interest rate			7.50%
Advance notice period		30 days
Prepayment fee		3.00%
Prepayment fee after March 30, 2022		2.00%
Prepayment fee after March 30, 2023		1.00%
Prime Rate
Line of Credit Facility [Line Items]
Borrowings bearing interest rate		7.50%
Basis spread on variable rate		4.25%
Silicon Valley Bank and SVB Innovation Credit Fund VIII, L.P.,
Line of Credit Facility [Line Items]
Percent of outstanding principal and interest collateralized		50.00%

Debt - Unaudited - Additional information (Details) - USD ($) $ / shares in Units, $ in Millions	6 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Mar. 15, 2006
Debt Instrument [Line Items]
Warrants, exercise price	$ 0.01		$ 0.01
Humacyte, Inc.
Debt Instrument [Line Items]
Warrants, exercise price		$ 2.699		$ 0.30
Term loan agreement \| Humacyte, Inc.
Debt Instrument [Line Items]
Warrants, exercise price	$ 2.699
Warrants immediately exercisable	1,095,616
Additional Funding in Tranche	$ 10.0
Warrants become exercisable upon funding of additional amount	469,550
Fair value of warrants	$ 2.4
Final payment fee (as a percent)	5.00%
Final payment fee	$ 1.0
Debt issuance costs	$ 0.3

Debt - SVB loan payable and net discount (Details) - Humacyte, Inc. - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Final payment amount of SVB loan payable	$ (1,000)
SVB loan payable, current and noncurrent	24,364	$ 822
SVB Loan payable
Debt Instrument [Line Items]
Principal amount of SVB loan payable	20,000
Final payment amount of SVB loan payable	1,000
Net premium associated with accretion of final payment and other debt issuance costs	(3,388)
SVB loan payable, current and noncurrent	17,612
Less SVB loan payable, current portion	(2,222)
SVB loan payable, noncurrent portion	$ 15,390

Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.