United States securities and exchange commission logo





                          September 6, 2022

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

                                                        Re: Humacyte, Inc.
                                                            Registration
Statement on Form S-3
                                                            Filed September 1,
2022
                                                            File No. 333-267225

       Dear Mr. Sander:

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

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

                                                        Please contact Joshua
Gorsky at 202-551-7836 with any questions.




                          Sincerely,


                          Division of Corporation Finance

                          Office of Life Sciences
       cc:                                              Kerry S. Burke