0001213900-23-057997.txt : 20230718
0001213900-23-057997.hdr.sgml : 20230718
20230718205215
ACCESSION NUMBER: 0001213900-23-057997
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230714
FILED AS OF DATE: 20230718
DATE AS OF CHANGE: 20230718
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: AHAC Sponsor III LLC
CENTRAL INDEX KEY: 0001842917
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40228
FILM NUMBER: 231095427
BUSINESS ADDRESS:
STREET 1: 1177 AVENUE OF THE AMERICAS
STREET 2: 5TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10036
BUSINESS PHONE: 646-494-3296
MAIL ADDRESS:
STREET 1: 1177 AVENUE OF THE AMERICAS
STREET 2: 5TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10036
FORMER NAME:
FORMER CONFORMED NAME: ALPHA SPONSOR III LLC
DATE OF NAME CHANGE: 20210127
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: ALPHA HEALTHCARE ACQUISITION CORP III
CENTRAL INDEX KEY: 0001842939
STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1177 AVENUE OF THE AMERICAS
STREET 2: 5TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10036
BUSINESS PHONE: 646-494-3296
MAIL ADDRESS:
STREET 1: 1177 AVENUE OF THE AMERICAS
STREET 2: 5TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10036
4
1
ownership.xml
X0508
4
2023-07-14
0
0001842939
ALPHA HEALTHCARE ACQUISITION CORP III
CTCX
0001842917
AHAC Sponsor III LLC
1177 AVENUE OF THE AMERICAS, 5TH FLOOR
NEW YORK
NY
10036
0
0
1
0
0
Class A Common Stock
2023-07-14
4
M
0
3786026
A
4249908
D
Class A Common Stock
2023-07-14
4
J
0
4249908
D
0
D
Common Stock
2023-07-14
4
J
0
4249908
A
4249908
D
Class B Common Stock
2023-07-14
4
M
0
3786026
0
D
Class A Common Stock
3786026
0
D
Warrants
11.50
2023-07-14
4
A
0
115971
A
2023-08-13
2028-07-14
Common Stock
115971
115971
D
As described in the registration statement of Alpha Healthcare Acquisition Corp. III (the "Issuer") on Form S-1 (File No. 333-253876) under the heading "Description of Securities," the shares of Class B common stock of the Issuer ("Issuer Class B Common Stock") will automatically convert into shares of Class A common stock of the Issuer ("Issuer Class A Common Stock") at the time of the Issuer's initial business combination on a one-for-one basis subject to certain adjustments and have no expiration date.
On July 14, 2023, the Issuer consummated its initial business combination pursuant to the Business Combination Agreement, dated January 4, 2023 (the "Business Combination Agreement"), by and among the Issuer, Candy Merger Sub, Inc. ("Merger Sub") and Carmell Regen Med Corporation (formerly known as Carmell Therapeutics Corporation, "Carmell"), whereby Merger Sub merged with and into Carmell, with Carmell surviving the merger as a wholly-owned subsidiary of the Issuer, and the Issuer changed its name to Carmell Therapeutics Corporation (such merger and the transactions contemplated thereby, collectively, the "Business Combination"). In connection with the closing of the Business Combination, each share of Issuer Class B Common Stock automatically converted on a one-for-one basis into one share of Issuer Class A Common Stock.
AHAC Sponsor III LLC (the "Sponsor") is the record holder of the shares reported herein. Rajiv Shukla, the Issuer's Executive Chairman of the Board of Directors, is the managing member of the Sponsor and may be deemed the beneficial owner of the shares held by the Sponsor. Mr. Shukla disclaims beneficial ownership over any securities in which he does not have a pecuniary interest.
Pursuant to the Issuer's Third Amended and Restated Certificate of Incorporation filed in connection with the closing of the Business Combination, the Issuer completed a reclassification exempt under Rule 16b-7 (the "Reclassification"). In accordance with the Reclassification, each share of Issuer Class A Common Stock was reclassified on a one-for-one basis into one share of common stock of the Issuer.
The warrants were purchased by the Sponsor on July 29, 2021. The warrants will become exercisable 30 days after the closing of the Business Combination.
/s/ AHAC Sponsor III LLC, by Rajiv Shukla, as Managing Member
2023-07-18