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                             June 16, 2023

       Rajiv Shukla
       Chief Executive Officer
       ALPHA HEALTHCARE ACQUISITION CORP III
       1177 Avenue of the Americas, 5th Floor
       New York, New York 10036

                                                        Re: ALPHA HEALTHCARE
ACQUISITION CORP III
                                                            Amendment No. 4 to
Registration Statement on Form S-4
                                                            Filed June 8, 2023
                                                            File No. 333-269773

       Dear Rajiv Shukla:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our June
5, 2023 letter.

       Amendment No. 4 to Registration Statement on Form S-4

       Q: What is the expected per share value of the cash consideration to be
received by Carmell in
       the Business Combination?, page 8

   1.                                                   Please revise the
information presented in your beneficial ownership table on page 9 as
                                                        well as throughout the
Registration Statement, including in your Beneficial Ownership
                                                        section beginning on
page 232, to provide the beneficial ownership as of the most recent
                                                        practicable date, as
required by Item 403 of Regulation S-K. In addition, please amend
                                                        your disclosure
throughout your prospectus to provide estimates as of a recent practicable
                                                        date for the following:
(1) the Exchange Ratio; (2) the total number of shares of New
                                                        Carmell common stock
expected to be issued in connection with the business
                                                        combination, and the
percentage of New Carmell shares this amount will represent; (3)
 Rajiv Shukla
ALPHA HEALTHCARE ACQUISITION CORP III
June 16, 2023
Page 2
      funds in the Trust Account and an estimated per share redemption price;
(4) the voting
      power of the Sponsor and ALPA's other initial stockholders; (5) the
current dollar value of
      the Sponsor's and ALPA's other initial stockholders' securities; (6) the
placeholders in the
      tables on page 9 and 10, and in the related footnotes; (7) the narrative
disclosure on page
      11 describing the ownership percentages of certain shareholders based on
different
      scenarios; (8) the number of shares issuable upon the exercise of
warrants; and (9) the
      market price of the relevant warrants and common shares. See Rule 430 of
the Securities
      Act of 1933.
       You may contact Michael Fay at 202-551-3812 or Brian Cascio at
202-551-3676 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jessica Ansart at 202-551-4511 or Katherine Bagley at 202-551-2545 with
any other
questions.



                                                            Sincerely,

FirstName LastNameRajiv Shukla            Division of Corporation Finance
                                          Office of Industrial Applications and
Comapany NameALPHA HEALTHCARE ACQUISITION CORP III
                                          Services
June 16, 2023 Page 2
cc:       Jocelyn M. Arel, Esq.
FirstName LastName