United States securities and exchange commission logo
April 3, 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. 1 to
Registration Statement on Form S-4
Filed March 23,
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 March
13, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-4
Questions and Answers
Q: What interests do the current officers and directors of ALPA have in
the Business
Combination?, page 6
1. We note your response
to comment 42 and reissue the comment. Please revise to
expressly state whether
the sponsor and its affiliates can earn a positive rate of return on
their investment, even
if other ALPA shareholders experience a negative rate of return in
the post-business
combination company.
Rajiv Shukla
FirstName LastNameRajivACQUISITION
Shukla
ALPHA HEALTHCARE CORP III
Comapany
April NameALPHA HEALTHCARE ACQUISITION CORP III
3, 2023
April 23, 2023 Page 2
Page
FirstName LastName
Q: How do the Public Warrants differ from the Private Warrants, and what are
the related risks
for any holder of Public Warrants, page 13
2. We note your response to comment 43 and reissue the comment in part.
Clarify whether
recent common stock trading prices exceed the threshold that would
allow the company to
redeem public warrants.
Summary
Conditions to Closing the Business Combination, page 21
3. We note your response to comment 3 and we reissue the comment. Please
revise to
identify the Business Combination Agreement closing conditions that
are subject to
waiver. To the extent that a waiver may have material consequences,
please include a risk
factor describing the potential impact of the waiver. For example, if
approval for a Nasdaq
listing is waivable, include a discussion of the potential impact on
liquidity.
Background of the Business Combination
Negotiations with Carmell, page 80
4. We note your response to comment 11 and reissue the comment, in part.
Each proposal
(preliminary or otherwise) and counterproposal concerning a material
transaction term
made between October and December of 2022 should be described and the
proposing
party identified. We note that you now discuss the "key negotiation
points" between the
parties, however, it is not clear what proposals and counterproposals
were made regarding
these points and who the proposing party was.
Description of Fairness Opinion of Cabrillo, page 94
5. We note your response to comment 18. Please revise your disclosure
here to include the
description you have provided in your response letter explaining how
Cabrillo determined
the range of implied enterprise values. Additionally, please discuss
the basis on which
Cabrillo decided to use the median and higher quartile of the clinical
guideline public
companies to determine the implied enterprise value range for the
Guideline Public
Company Method, but instead used the lower quartile and median of the
Phase II initial
public offering comparables for the Initial Public Offering Method.
Furthermore, with
respect to the Initial Public Offering Method, discuss the basis on
which Cabrillo decided
to use the midpoint of the lower quartile and median to determine the
high indication.
Interests of the Sponsor and ALPA's Directors and Officers in the Business
Combination, page
95
6. We note your response to comment 19 and reissue the comment in part.
Please clarify
how the board considered those conflicts in negotiating and
recommending the business
combination.
Rajiv Shukla
FirstName LastNameRajivACQUISITION
Shukla
ALPHA HEALTHCARE CORP III
Comapany
April NameALPHA HEALTHCARE ACQUISITION CORP III
3, 2023
April 33, 2023 Page 3
Page
FirstName LastName
Material U.S. Federal Income Tax Consequences, page 111
7. Please revise your prospectus disclosure in this section as well as
elsewhere, such as on
page 72, to provide a firm conclusion regarding treatment of the
transaction under Section
368(a) and remove language stating that it is intended that, or
generally, certain material
tax consequences will apply. In addition, please clearly state that
the conclusion is the
opinion of counsel. Please also remove any statement that assumes the
material tax
consequences at issue (e.g., "Assuming the Merger qualifies as a
reorganization within the
meaning of Section 368(a) of the Code"). Refer to Section III of Staff
Legal Bulletin No.
19 for guidance.
Unaudited Pro Forma Condensed Combined Financial Information, page 124
8. We note your revised disclosure in balance sheet adjustment (12) in
response to prior
comment 24 and that you will enter into an equity type facility to
fund transaction costs
and the payoff of the convertible notes under the maximum redemption
scenario. We
defer review of your revised disclosure until you are able to provide
pro forma
adjustments related to the facility.
9. We have reviewed your revised disclosure in response to prior comment
24 and do not
note the computations of pro forma net tangible assets under both the
No Redemption and
Maximum Redemption Scenarios. In tabular form, please provide the
computations of
pro forma net tangible assets under both the No Redemption and Maximum
Redemption
Scenarios.
10. Please remove your 2021 pro forma condensed combined statement of
operations and
related disclosures. Refer to Rule 11-02(c)(2)(i) of Regulation S-X,
which states, in part,
that pro forma condensed statements of comprehensive income must be
filed for only the
most recent fiscal year and any subsequent interim period. Also refer
to Rule 11-
02(a)(6)(i)(B) of Regulation S-X which sets forth that pro forma
statement of operations
adjustments that depict the effects of the pro forma balance sheet
adjustments assume
those adjustments were made as of the beginning of the fiscal year
presented.
11. We note in your revised disclosure in response to prior comment 25
that you will retain
$5,000,001 in the Trust account and ensure net tangible assets of at
least $5,000,001. We
defer review of this revised disclosure until completion of the pro
forma financial
statements.
Information About ALPA
Financial Position, page 159
12. We note your response to comment 27 and your revised disclosure on
pages 130 and 159.
We understand that the underwriters in your SPAC IPO have waived the
deferred
underwriting commissions that would otherwise be due to them upon the
closing of the
business combination. Please disclose how this waiver was obtained,
why the waiver was
Rajiv Shukla
ALPHA HEALTHCARE ACQUISITION CORP III
April 3, 2023
Page 4
agreed to, and clarify the SPAC s current relationship with each of the
underwriters BofA
Securities, Inc. and PJT Partners LP. Revise your pro forma financial
information and
relevant disclosure referring to the payment of deferred underwriting
commissions.
Products, page 172
13. We note your disclosure here and similar statements elsewhere in your
prospectus, such as
on page 177, state that HEAL II "is powered to demonstrate superiority
vs. standard of
care." Please revise to clarify how HEAL II is "powered to demonstrate
superiority."
Given where HEAL II is in the development process, it is premature to
state or imply that
it will be likely or more likely to achieve superior results.
Exhibits
14. We note your response to comment 39 and reissue the comment, in part. We
note that
many exhibits from the IPO filing were not included, such as, for
example, the Warrant
Agreement and Registration Rights Agreement. Please revise to include all
of these
documents as exhibits.
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 Celeste Murphy at 202-551-3257 with
any other
questions.
Sincerely,
FirstName LastNameRajiv Shukla Division of Corporation Finance
Office of Industrial Applications and
Comapany NameALPHA HEALTHCARE ACQUISITION CORP III
Services
April 3, 2023 Page 4
cc: Laurie Burlingame, Esq.
FirstName LastName