Humacyte, Inc. Schedule 13G disclosure by Davidson Kempner-affiliated reporting persons stating pooled beneficial ownership of Common Stock totaling 12,787,073 shares (reported as 4.74% of the class). The filing ties percentages to 269,638,156 shares outstanding as reported in the Company's Prospectus filed June 11, 2026.
The statement lists related entities (M.H. Davidson & Co., Davidson Kempner Arbitrage, Equities & Relative Value, Davidson Kempner Capital Management LP) and identifies Anthony A. Yoseloff as responsible for voting and investment decisions. The filing classifies the position as ownership of 5% or less for some reporting persons and provides shared voting and dispositive power figures for each entity.
Positive
None.
Negative
None.
Insights
Large asset manager reports a passive, below-control stake in Humacyte.
The filing shows Davidson Kempner-affiliated entities together report 12,787,073 shares representing 4.74% of the outstanding common stock (based on 269,638,156 shares outstanding from the prospectus dated June 11, 2026).
Beneficial ownership is reported as shared voting/dispositive power across related funds and entities; cash-flow treatment and any planned transactions are not stated in the excerpt, so future activity depends on holder decisions and disclosures.
Disclosure emphasizes aggregated control via investment manager rather than sole ownership.
The report attributes voting and investment authority to Davidson Kempner Capital Management LP and names Anthony A. Yoseloff as responsible for decisions. Several entities are listed with shared voting and dispositive power figures.
This is a routine beneficial ownership disclosure under Schedule 13G; the filing documents positions and relationships rather than announcing transactions or control changes.
Key Figures
Shares outstanding (used for calculation):269,638,156 sharesAggregate reported shares (example holding):12,787,073 sharesReported percent of class:4.74%+3 more
6 metrics
Shares outstanding (used for calculation)269,638,156 sharesas reported in prospectus filed June 11, 2026
Aggregate reported shares (example holding)12,787,073 sharesbeneficially owned by Davidson Kempner Capital Management / reporting persons
Reported percent of class4.74%calculated on 269,638,156 shares outstanding
Davidson Kempner Arbitrage reported shares12,554,349 sharesshared voting/dispositive power reported for DKAERV
M.H. Davidson & Co. reported shares232,724 sharesshared voting/dispositive power reported for M.H. Davidson & Co.
CUSIP44486Q103Humacyte Common Stock, par value $0.0001
Key Terms
Schedule 13G, Beneficially owned, Shared voting power, Dispositive power
4 terms
Schedule 13Gregulatory
"Item 1. Name of issuer: Humacyte, Inc.; form type indicated at top of excerpt"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
Beneficially ownedfinancial
"Item 4. Ownership (a) Amount beneficially owned: The information required by Item 4(a) is set forth in Row 9"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Shared voting powergovernance
"Row 6: Shared Voting Power 12,787,073.00 shown for reporting persons"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
Dispositive powergovernance
"Row 8: Shared Dispositive Power 12,787,073.00 shown for reporting persons"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
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What stake does Davidson Kempner report in Humacyte (HUMA)?
Davidson Kempner-affiliated reporting persons report beneficial ownership of 12,787,073 shares, representing 4.74% of Humacyte's common stock based on 269,638,156 shares outstanding from the prospectus dated June 11, 2026.
Who is responsible for voting these Humacyte shares?
Davidson Kempner Capital Management LP is identified as the investment manager responsible for voting and investment decisions, with Anthony A. Yoseloff named as the individual responsible in the filing executed on June 22, 2026.
Does the Schedule 13G indicate Davidson Kempner controls Humacyte?
The filing reports shared voting and dispositive power across related entities and lists the aggregate percentage as 4.74%; it does not claim control and does not describe any change in control or a control agreement in the provided excerpt.
What outstanding share count does the filing use to calculate percentages?
Percentages are calculated using an aggregate of 269,638,156 shares outstanding, as reported in Humacyte's prospectus filed pursuant to Rule 424(b)(5) on June 11, 2026, after giving effect to the referenced offering.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Humacyte, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
44486Q103
(CUSIP Number)
06/12/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
44486Q103
1
Names of Reporting Persons
M.H. Davidson & Co.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
NEW YORK
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
232,724.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
232,724.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
232,724.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.09 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
44486Q103
1
Names of Reporting Persons
Davidson Kempner Arbitrage, Equities & Relative Value LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
12,554,349.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
12,554,349.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,554,349.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.66 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
44486Q103
1
Names of Reporting Persons
Davidson Kempner Capital Management LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
12,787,073.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
12,787,073.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,787,073.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.74 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
44486Q103
1
Names of Reporting Persons
Anthony A. Yoseloff
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
12,787,073.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
12,787,073.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,787,073.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.74 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Humacyte, Inc.
(b)
Address of issuer's principal executive offices:
2525 East North Carolina Highway 54, Durham, NC 27713
Item 2.
(a)
Name of person filing:
This Statement is filed by each of the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons":
(i) M.H. Davidson & Co., a New York limited partnership ("CO"). M.H. Davidson & Co. GP, L.L.C., a Delaware limited liability company ("CO GP"), is the general partner of CO and Davidson Kempner Liquid GP Topco LLC, a Delaware limited liability company, is the managing member of CO GP. DKCM (as defined below) is responsible for the voting and investment decisions of CO;
(ii) Davidson Kempner Arbitrage, Equities and Relative Value LP, a Cayman Islands exempted limited partnership ("DKAERV"). Davidson Kempner Multi-Strategy GP II LLC, a Delaware limited liability company ("DKAERV GP"), is the general partner of DKAERV and Davidson Kempner Liquid GP Topco LLC, a Delaware limited liability company, is the managing member of DKAERV GP. DKCM is responsible for the voting and investment decisions of DKAERV;
(iii) Davidson Kempner Capital Management LP, a Delaware limited partnership and a registered investment adviser with the U.S. Securities and Exchange Commission, acts as investment manager to each of CO and DKAERV ("DKCM"). DKCM GP LLC, a Delaware limited liability company, is the general partner of DKCM. The managing members of DKCM are Anthony A. Yoseloff, Conor Bastable, Morgan P. Blackwell, Patrick W. Dennis, Gabriel T. Schwartz, Zachary Z. Altschuler, Joshua D. Morris, Suzanne K. Gibbons, Gregory S. Feldman, Melanie Levine and James Li; and
(iv) Anthony A. Yoseloff, through DKCM, is responsible for the voting and investment decisions relating to the common stock, par value $0.0001 per share ("Common Stock"), of Humacyte, Inc. (the "Company") held by CO and DKAERV.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is c/o Davidson Kempner Capital Management LP, 9 West 57th Street, 29th Floor, New York, NY 10019.
(c)
Citizenship:
(i) CO - a New York limited partnership
(ii) DKAERV - a Cayman Islands exempted limited partnership
(iii) DKCM - a Delaware limited partnership
(iv) Anthony A. Yoseloff - United States
(d)
Title of class of securities:
Common Stock, par value $0.0001 per share
(e)
CUSIP Number(s):
44486Q103
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentages set forth in this Schedule 13G are calculated based upon an aggregate of 269,638,156 shares of Common Stock outstanding, as reported in the Company's Prospectus filed pursuant to Rule 424(b)(5) filed with the Securities and Exchange Commission on June 11, 2026, after giving effect to the completion of the offering described therein.
As of the date of the event which requires the filing of this Schedule 13G, the Reporting Persons may have been deemed to beneficially own more than 5% of the shares of Common Stock outstanding.
(b)
Percent of class:
4.74%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
M.H. Davidson & Co.
Signature:
/s/ Anthony A. Yoseloff
Name/Title:
Anthony A. Yoseloff, Executive Managing Member of Davidson Kempner Liquid GP Topco LLC, Managing Member of CO GP, General Partner of CO
Date:
06/22/2026
Davidson Kempner Arbitrage, Equities & Relative Value LP
Signature:
/s/ Anthony A. Yoseloff
Name/Title:
Anthony A. Yoseloff, Executive Managing Member of Davidson Kempner Liquid GP Topco LLC, Managing Member of DKAERV GP, General Partner of DKAERV
