ALPAU Alpha Healthcare Acquisition Corporation III

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

Alpha Healthcare Acquisition Corp. III

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

02073F203

(CUSIP Number)

December 31, 2022

(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)

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 02073F203

CUSIP No. 02073F203

CUSIP No. 02073F203

Alpha Healthcare Acquisition Corp. III (the “Issuer”)

1177 Avenue of the Americas, 5th Floor

New York, New York 10036

This Schedule 13G is being filed by

The principal business address of each of the Reporting Persons is:

55 Hudson Yards, 47th Floor, Suite C

New York, NY 10001

Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”)

02073F203

(a) ☐ Broker or dealer registered under Section 15 of the Exchange Act.

(b) ☐ Bank as defined in section 3(a)(6) of the Exchange Act.

(c) ☐ Insurance company as defined in section 3(a)(19) of the Exchange Act.

(d) ☐ Investment company registered under section 8 of the Investment Company Act of 1940.

(e) ☒ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

(f) ☐ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).

(g) ☒ A parent holding company or control person in accordance with Rule 13d 1(b)(1)(ii)(G).

(h) ☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

(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.

(j) ☐ Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Items 5 through 9 and 11 of each of the cover pages to this Schedule 13G are incorporated herein by reference.

Antara Capital Total Return SPAC Master Fund LP (“SPAC Master Fund”) directly holds 785,000 shares of Class A Common Stock underlying Units. In addition, the SPAC Master Fund holds 196,250 warrants to purchase Class A Common Stock, which are not currently exercisable.

The Reporting Persons in the aggregate beneficially own approximately 5.1% of the shares of Class A Common Stock outstanding, based on 15,444,103 shares of Class A Common Stock of the Issuer outstanding as of January 4, 2023, as reported in Exhibit 2.1 to the Issuer’s Form 8-K filed with the Securities and Exchange Commission on January 4, 2023.

Antara GP is the general partner of Antara Capital. Antara Capital is the investment manager of the SPAC Master Fund. Mr. Gulati is the sole member of Antara GP. Antara Capital, Antara GP and Mr. Gulati may be deemed to beneficially own the securities of the Issuer held directly by SPAC Master Fund.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  ☐

The shares of Class A Common Stock underlying Units beneficially owned by the Reporting Persons are directly held by SPAC Master Fund, for which Antara Capital LP serves as investment manager.

Not applicable.

Not applicable.

Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

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.

February 14, 2023