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This Amendment No. 2 (“Amendment No. 2”) is filed
pursuant to Rule 13d-2(b)
promulgated under the Securities Exchange Act of 1934, as amended,
with respect to the Class A Common Stock, par value $0.0001
per share (the “Shares”), of Alpha Healthcare Acquisition Corp. III
(the “Issuer”) beneficially owned by the Reporting Persons
specified herein as of December 31, 2021, and amends and
supplements the Schedule 13G filed August 2, 2021 as amended
by Amendment No. 1 thereto filed February 3, 2022
(collectively, the “Schedule 13G”). Except as set forth herein, the
Schedule 13G is unmodified.
The names of the persons filing this statement on Amendment
No. 2 are: Linden Capital L.P., a Bermuda limited partnership
(“Linden Capital”), Linden Advisors LP, a Delaware limited
partnership (“Linden Advisors”), Linden GP LLC, a Delaware limited
liability company (“Linden GP”), and Mr. Siu Min (Joe) Wong
(“Mr. Wong,” and collectively, the “Reporting Persons”).
Item 4(a) |
Amount Beneficially Owned:
|
As of December 31, 2022, each of Linden Advisors and
Mr. Wong may be deemed the beneficial owner of 849,000 Shares.
This amount consists of 747,827 Shares held by Linden Capital and
101,173 Shares held by separately managed accounts. As of
December 31, 2022, each of Linden GP and Linden Capital may be
deemed the beneficial owner of the 747,827 Shares held by Linden
Capital.
Item 4(b) |
Percent of Class:
|
As of December 31, 2022, each of Linden Advisors and
Mr. Wong may be deemed the beneficial owner of approximately
5.3% of Shares outstanding, and each of Linden GP and Linden
Capital may be deemed the beneficial owner of approximately 4.7% of
Shares outstanding. These percentages are based on 15,907,985
Shares outstanding based on disclosures by the issuer in its
quarterly report on Form 10-Q filed on November 10,
2022.
Item 4(c) |
Number of Shares as to which such person
has:
|
As of December 31, 2022:
Linden Capital and Linden GP:
|
|
|
|
|
(i) Sole power to vote or direct the vote:
|
|
|
0 |
|
(ii) Shared power to vote or direct the vote:
|
|
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747,827 |
|
(iii) Sole power to dispose or direct the disposition of:
|
|
|
0 |
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(iv) Shared power to dispose or direct the disposition of:
|
|
|
747,827 |
|