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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM
10-K/A
(Amendment No. 1)
 
 
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2022
OR
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from
            
to
            
Commission File Number:
001-40228
 
 
Alpha Healthcare Acquisition Corp. III
(Exact name of Registrant as specified in its charter)
 
 
 
Delaware
 
85-1645738
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer
Identification Number)
1177 Avenue of the Americas, 5th Floor
New York, New York 10036
(646)
494-3296
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading
symbol(s)
 
Name of each exchange
on which registered
Units, each consisting of one share of Class A Common Stock and
one-fourth
of one Redeemable Warrant
 
ALPAU
 
The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share
 
ALPA
 
The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
 
ALPAW
 
The Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None
 
 
 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☐    
No  
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.    Yes  ☐    No  ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T
(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule
12b-2
of the Exchange Act.
 
Large Accelerated Filer      Accelerated Filer  
       
Non-accelerated Filer      Smaller Reporting Company  
       
         Emerging growth company  
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act  ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.  ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant
to §240.10D-1(b).  ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of
the Exchange Act.)    Yes  ☒    No  ☐
As of December 31, 2022, the last day of the registrant’s most recently completed fiscal quarter, the aggregate market value of the Class A common stock held by
non-affiliates
of the registrant was approximately $148,572,270 million based on the closing price of the registrant’s Class A common stock on December 31, 2022. The calculation excludes shares of the registrant’s common stock held by current executive officers, directors and stockholders that the registrant has concluded are affiliates of the registrant. This determination of affiliate status is not a determination for other purposes.
As of March 17, 2023, there were 15,907,985 shares of Class A common stock and 3,861,026 shares of Class B common stock outstanding.

Auditor PCAOB ID: #3686 | Auditor Name: Adeptus Partners, LLC | Auditor Location: New York, New York

DOCUMENTS INCORPORATED BY REFERENCE
None.
 
 
 

EXPLANATORY NOTE
References throughout this Amendment No. 1 to the Annual Report on Form
10-K/A to
“we,” “us,” the “Company” or “our company” are Alpha Healthcare Acquisition Corp. III unless the context otherwise indicates.
This Amendment No. 1 to the Annual Report on Form
10-K/A
(this “Amendment No. 1”) amends the Annual Report on Form
10-K
of Alpha Healthcare Acquisition Corp. III (the “Company”) as of and for the fiscal year ended December 31, 2022, as filed with the Securities and Exchange Commission (“SEC”) March 17, 2023 (the “Original
10-K
Filing”).
The Company has been informed by the SEC on May 15, 2023 of an error resulting from the omission of the introductory language in the Certifications 31.1 and 31.2 referring to internal control over financial reporting in paragraph 4 and paragraph 4(b) language referring to internal control over financial reporting included in the Original
10-K
Filing.
We are filing this Amendment No. 1 to amend and restate the Original
10-K
Filing with modification as necessary to reflect the changes in the Certifications. The following items have been amended:


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: May 16, 2023     By:   /s/ Rajiv Shukla
      Name: Rajiv Shukla
      Title: Chief Executive Officer
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