ALPHA HEALTHCARE ACQUISITION CORP III Units, each consisting of one share of Class A Common Stock, $0.0001 par value, and one-fourth of a redeemable Warrant to acquire one share of Class false 0001842939 0001842939 2023-07-14 2023-07-14 0001842939 alpa:UnitsEachConsistingOfOneShareOfClassACommonStock0.0001ParValueAndOneFourthOfARedeemableWarrantToAcquireOneShareOfClassACommonStock2Member 2023-07-14 2023-07-14 0001842939 alpa:ClassACommonStockParValue0.0001PerShareMember 2023-07-14 2023-07-14 0001842939 alpa:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassACommonStockAtAnExercisePriceOf11.501Member 2023-07-14 2023-07-14

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 14, 2023

 

 

ALPHA HEALTHCARE ACQUISITION CORP. III

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-40228   86-1645738

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

1177 Avenue of the Americas, 5th Floor

New York, New York

   10036
(Address of principal executive offices)   (Zip Code)

(646) 494-3296

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

Symbols

  

Name of each exchange

on which registered

Units, each consisting of one share of Class A Common Stock, $0.0001 par value, and one-fourth of a redeemable Warrant to acquire one share of Class A Common Stock   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

☒    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐    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.

 

 

 

Item 8.01

Other Events

As previously disclosed, at a special meeting of stockholders on July 11, 2023 (the “Special Meeting”), the stockholders of Alpha Healthcare Acquisition Corp. III, a Delaware corporation (“ALPA” or the “Company”), approved the merger and other transactions contemplated by that certain Business Combination Agreement, dated as of January 4, 2023, among ALPA, Candy Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of ALPA (“Merger Sub”), and Carmell Therapeutics Corporation, a Delaware corporation (“Carmell”), pursuant to which Merger Sub will merge with and into Carmell, with Carmell surviving the merger as a wholly-owned subsidiary of ALPA (the “Combined Company” or “New Carmell”) (the “Business Combination”).

In connection with the Special Meeting, holders of 12,586,223 shares of Class A common stock of ALPA exercised redemption rights. The Company has prepared a preliminary calculation of its pro forma balance sheet as of March 31, 2023, giving effect to such redemption, as well as the previously announced forward purchase agreement and related transactions entered into on July 9, 2023. Such pro forma balance sheet reflects pro forma stockholders’ equity of approximately $16.1 million.

The Company expects the Business Combination to close during the morning of Friday, July 14, 2023 and the shares of New Carmell to commence trading on the Nasdaq Capital Market during the morning of Monday, July 17, 2023. The Company will file a Current Report on Form 8-K within four business days following the closing of the Business Combination containing a full set of pro forma financial statements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned hereunto duly authorized.

 

Date: July 14, 2023   ALPHA HEALTHCARE ACQUISITION CORP. III
    By:  

/s/ Rajiv Shukla

      Rajiv Shukla
      Chief Executive Officer
v3.23.2
Document and Entity Information
Jul. 14, 2023
Document And Entity Information [Line Items]  
Entity Registrant Name ALPHA HEALTHCARE ACQUISITION CORP III
Amendment Flag false
Entity Central Index Key 0001842939
Document Type 8-K
Document Period End Date Jul. 14, 2023
Entity Incorporation State Country Code DE
Entity File Number 001-40228
Entity Tax Identification Number 86-1645738
Entity Address, Address Line One 1177 Avenue of the Americas
Entity Address, Address Line Two 5th Floor
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10036
City Area Code (646)
Local Phone Number 494-3296
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Entity Ex Transition Period false
Units Each Consisting Of One Share Of Class A Common Stock 0.0001 Par Value And One Fourth Of A Redeemable Warrant To Acquire One Share Of Class A Common Stock 2 [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Units, each consisting of one share of Class A Common Stock, $0.0001 par value, and one-fourth of a redeemable Warrant to acquire one share of Class
Trading Symbol ALPAU
Security Exchange Name NASDAQ
Class A Common Stock Par Value 0.0001 Per Share [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Class A Common Stock, par value $0.0001 per share
Trading Symbol ALPA
Security Exchange Name NASDAQ
Redeemable Warrants Each Whole Warrant Exercisable For One Share Of Class A Common Stock At An Exercise Price Of 11.501 [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Trading Symbol ALPAW
Security Exchange Name NASDAQ
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