8-K

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)

(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:

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

☒    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.

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.