United States securities and exchange commission logo
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