Humacyte Inc 美股招股说明书（2025-03-26版）

25,000,000 Shares Common Stock We are offering 25,000,000 shares of our common stock, par value $0.0001 per share, pursuant to thisprospectus supplement. Our common stock is listed on the Nasdaq Global Select Market (“Nasdaq”) underthe symbol “HUMA.” On March24, 2025, the last reported sale price per share of our common stock was We are an “emerging growth company” and a “smaller reporting company” under applicable Securitiesand Exchange Commission (“SEC”) rules and, as such, have elected to comply with certain reduced publiccompany disclosure requirements in this prospectus supplement and future filings. See the section entitled Investing in our common stock involves a high degree of risk. Before investing in our common stock, youshould carefully consider the risks and uncertainties described under the caption “Risk Factors” beginning onpageS-10of this prospectus supplement and in our filings with the SEC that are incorporated by reference inthis prospectus supplement. (1)See the section entitled “Underwriting” for a description of the compensation payable to theunderwriters. We have granted the underwriters an option to purchase up to an additional 3,750,000 shares ofcommon stock from us at the public offering price, less underwriting discounts and commissions, within30days from the date of this prospectus supplement. Neither the SEC nor any state securities commission has approved or disapproved of these securities orpassed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminaloffense. The underwriters expect to deliver the shares of common stock against payment on or about March27,2025. ABOUT THIS PROSPECTUS SUPPLEMENT This document is composed of two parts. The first part is this prospectus supplement, which describesthe specific terms of this offering of common stock, including the price, the number of shares of ourcommon stock being offered, the risks of investing in this offering of our common stock and certain othermatters relating to us and our financial condition. This prospectus supplement also adds to and updatesinformation contained in the accompanying prospectus and the documents incorporated by reference intothisprospectus supplement and the accompanying prospectus. The second part of this document is theaccompanying prospectus, dated September9, 2022, which is included as part of our shelf registrationstatement onFormS-3 (File No. 333-267225). That registration statement and the accompanying prospectus This prospectus supplement describes the terms of this offering of common stock and also adds to andupdates information contained in the documents incorporated by reference into this prospectus supplement.To the extent the information contained in this prospectus supplement differs or varies from the information Unless otherwise indicated or the context otherwise requires, all references in this prospectus to “we,”“our,” “us,” “our company” and “the Company” refer to Humacyte, Inc. and its consolidated subsidiaries. We further note that the representations, warranties and covenants made by us in any agreement that isfiled as an exhibit to any document that is incorporated by reference herein were made solely for the benefitof the parties to such agreement, including, in some cases, for the purpose of allocating risk among theparties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. We report our financial results in accordance with United States (“U.S.”) generally accepted accountingprinciples. All financial data in this prospectus supplement for the year ended December31, 2024 ispreliminary, as financial close procedures for the year ended December31, 2024 are not yet complete.These estimates are not a comprehensive statement of our financial position for the year endedDecember31, 2024. Actual results may differ materially from these estimates as a result of the completionof normal year-end accounting procedures and adjustments, including the execution of our internal controlover financial reporting, the completion of the preparation and management’s review of our financial The preliminary financial data included in this prospectus supplement has been prepared by, and is theresponsibility of, our management. PricewaterhouseCoopers LLP has not audited, reviewed, examined,compiled, or applied agreed upon procedures with respect to the preliminary financial data. Accordingly,PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect Neither we nor the underwriters have authorized anyone to provide you with information that is differentor in addition to that contained or incorporated by reference in this prospectus supplement or theaccompanying prospectus prepared by us or on our behalf. Neither we nor the underwriters take anyresponsibility for, and can provide no assurance as to the reliability of, any information that others may give.You should no