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