EXPLANATORY NOTE
Alpha Healthcare Acquisition Corp. III (the “Company”) is filing this Amendment No. 1 to its Current Report on Form 8-K as of July 29, 2021 to amend and restate the audited balance sheet as of July 29, 2021 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement originally filed with the Securities and Exchange Commission (the “SEC”) on August 4, 2021 (the “Original Report”).
Background of Restatement
The Company determined that it incorrectly classified the Class A common stock issued in connection with the IPO (the “Class A Shares”) as permanent equity instead of temporary equity within the audited balance sheet as of July 29, 2021 included in the Original Report. In addition, the Company identified an error resulting from the misclassification of the underwriter’s over-allotment option as equity within the audited balance sheet as of July 29, 2021 included in the Original Report.
Further, the Company identified an understatement in the amount of offering costs incurred as of the IPO, resulting from the exclusion of the fair value of the Non-Risk Incentive Private Shares (Note 4) from the offering costs included in the notes to the audited balance sheet as of July 29, 2021 included in the Original Report. The Company also identified an understatement of other offering costs with the corresponding understatement of accrued offering costs.
Finally, the Company omitted to disclose the transfer on July 27, 2021, of 25,000 shares of Class B common stock to each of the three independent director nominees as compensation for their service on the board of directors. Since no expense was recognized through July 29, 2021, this error has no impact on the balance sheet as of July 29, 2021.
In light of the foregoing, the Company’s management and the Audit Committee determined that it is appropriate to amend and restate the Company’s previously issued audited balance sheet as of July 29, 2021.
The financial information that has been previously filed or otherwise reported in the Original Report is superseded by the information in this Form 8-K/A, and the Company’s audited balance sheet as of July 29, 2021 contained in the Original Report should no longer be relied upon.
On July 29, 2021, Alpha Healthcare Acquisition Corp. III (the “Company”) consummated an initial public offering (the “IPO”) of 15,000,000 units (the “Units”) at an offering price of $10.00 per Unit and a private placement with AHAC Sponsor III LLC of 455,000 private placement units at a price of $10.00 per unit (the “Private Placement”). The net proceeds from the IPO together with certain of the proceeds from the Private Placement, $150,000,000 in the aggregate (the “Offering Proceeds”), were placed in a trust account established for the benefit of the Company’s public shareholders and the underwriters of the IPO with Continental Stock Transfer & Trust Company acting as trustee. Except for the withdrawal of interest income to pay the income taxes, the Company’s amended and restated certificate of incorporation and subject to the requirements of law and regulation, provides that none of the funds held in the Trust Account will be released from the Trust Account until the earliest of (a) the completion of the Company’s initial Business Combination, (b) the redemption of the public shares if the Company is unable to consummate an initial Business Combination within 24 months from the closing of the Public Offering (the “Combination Period”), subject to applicable law, and (c) the redemption of the Company’s public shares properly submitted in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company has not consummated an initial Business Combination within the Combination Period or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders.
