EXPLANATORY NOTE
Alpha Healthcare Acquisition Corp. III (the “Company”) is filing
this Amendment No. 1 to its Current Report on Form
8-K as of July 29,
2021 to amend and restate the audited balance sheet as of
July 29, 2021 reflecting receipt of the proceeds upon
consummation of the IPO and the Private Placement originally filed
with the Securities and Exchange Commission (the “SEC”) on
August 4, 2021 (the “Original Report”).
Background of Restatement
The Company determined that it incorrectly classified the
Class A common stock issued in connection with the IPO (the
“Class A Shares”) as permanent equity instead of temporary
equity within the audited balance sheet as of July 29, 2021
included in the Original Report. In addition, the Company
identified an error resulting from the misclassification of the
underwriter’s over-allotment option as equity within the audited
balance sheet as of July 29, 2021 included in the Original
Report.
Further, the Company identified an understatement in the amount of
offering costs incurred as of the IPO, resulting from the exclusion
of the fair value of the Non-Risk Incentive Private Shares (Note
4) from the offering costs included in the notes to the audited
balance sheet as of July 29, 2021 included in the Original
Report. The Company also identified an understatement of other
offering costs with the corresponding understatement of accrued
offering costs.
Finally, the Company omitted to disclose the transfer on
July 27, 2021, of 25,000 shares of Class B common stock
to each of the three independent director nominees as compensation
for their service on the board of directors. Since no expense was
recognized through July 29, 2021, this error has no impact on
the balance sheet as of July 29, 2021.
In light of the foregoing, the Company’s management and the Audit
Committee determined that it is appropriate to amend and restate
the Company’s previously issued audited balance sheet as of
July 29, 2021.
The financial information that has been previously filed or
otherwise reported in the Original Report is superseded by the
information in this Form 8-K/A, and the Company’s audited
balance sheet as of July 29, 2021 contained in the Original
Report should no longer be relied upon.
On July 29, 2021, Alpha Healthcare Acquisition Corp. III (the
“Company”) consummated an initial public offering (the “IPO”) of
15,000,000 units (the “Units”) at an offering price of $10.00 per
Unit and a private placement with AHAC Sponsor III LLC of 455,000
private placement units at a price of $10.00 per unit (the “Private
Placement”). The net proceeds from the IPO together with certain of
the proceeds from the Private Placement, $150,000,000 in the
aggregate (the “Offering Proceeds”), were placed in a trust account
established for the benefit of the Company’s public shareholders
and the underwriters of the IPO with Continental Stock
Transfer & Trust Company acting as trustee. Except for the
withdrawal of interest income to pay the income taxes, the
Company’s amended and restated certificate of incorporation and
subject to the requirements of law and regulation, provides that
none of the funds held in the Trust Account will be released from
the Trust Account until the earliest of (a) the completion of
the Company’s initial Business Combination, (b) the redemption
of the public shares if the Company is unable to consummate an
initial Business Combination within 24 months from the closing of
the Public Offering (the “Combination Period”), subject to
applicable law, and (c) the redemption of the Company’s public
shares properly submitted in connection with a stockholder vote to
approve an amendment to the Company’s amended and restated
certificate of incorporation to modify the substance or timing of
the Company’s obligation to redeem 100% of its public shares if the
Company has not consummated an initial Business Combination within
the Combination Period or with respect to any other material
provisions relating to stockholders’ rights or pre-initial Business Combination
activity. 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.