4//SEC Filing
AHAC Sponsor III LLC 4
Accession 0001213900-23-057997
CIK 0001842939other
Filed
Jul 17, 8:00 PM ET
Accepted
Jul 18, 8:52 PM ET
Size
15.3 KB
Accession
0001213900-23-057997
Insider Transaction Report
Form 4
AHAC Sponsor III LLC
10% Owner
Transactions
- Exercise/Conversion
Class A Common Stock
2023-07-14+3,786,026→ 4,249,908 total - Other
Common Stock
2023-07-14+4,249,908→ 4,249,908 total - Award
Warrants
2023-07-14+115,971→ 115,971 totalExercise: $11.50From: 2023-08-13Exp: 2028-07-14→ Common Stock (115,971 underlying) - Other
Class A Common Stock
2023-07-14−4,249,908→ 0 total - Exercise/Conversion
Class B Common Stock
2023-07-14−3,786,026→ 0 total→ Class A Common Stock (3,786,026 underlying)
Footnotes (5)
- [F1]As described in the registration statement of Alpha Healthcare Acquisition Corp. III (the "Issuer") on Form S-1 (File No. 333-253876) under the heading "Description of Securities," the shares of Class B common stock of the Issuer ("Issuer Class B Common Stock") will automatically convert into shares of Class A common stock of the Issuer ("Issuer Class A Common Stock") at the time of the Issuer's initial business combination on a one-for-one basis subject to certain adjustments and have no expiration date.
- [F2]On July 14, 2023, the Issuer consummated its initial business combination pursuant to the Business Combination Agreement, dated January 4, 2023 (the "Business Combination Agreement"), by and among the Issuer, Candy Merger Sub, Inc. ("Merger Sub") and Carmell Regen Med Corporation (formerly known as Carmell Therapeutics Corporation, "Carmell"), whereby Merger Sub merged with and into Carmell, with Carmell surviving the merger as a wholly-owned subsidiary of the Issuer, and the Issuer changed its name to Carmell Therapeutics Corporation (such merger and the transactions contemplated thereby, collectively, the "Business Combination"). In connection with the closing of the Business Combination, each share of Issuer Class B Common Stock automatically converted on a one-for-one basis into one share of Issuer Class A Common Stock.
- [F3]AHAC Sponsor III LLC (the "Sponsor") is the record holder of the shares reported herein. Rajiv Shukla, the Issuer's Executive Chairman of the Board of Directors, is the managing member of the Sponsor and may be deemed the beneficial owner of the shares held by the Sponsor. Mr. Shukla disclaims beneficial ownership over any securities in which he does not have a pecuniary interest.
- [F4]Pursuant to the Issuer's Third Amended and Restated Certificate of Incorporation filed in connection with the closing of the Business Combination, the Issuer completed a reclassification exempt under Rule 16b-7 (the "Reclassification"). In accordance with the Reclassification, each share of Issuer Class A Common Stock was reclassified on a one-for-one basis into one share of common stock of the Issuer.
- [F5]The warrants were purchased by the Sponsor on July 29, 2021. The warrants will become exercisable 30 days after the closing of the Business Combination.
Documents
Issuer
ALPHA HEALTHCARE ACQUISITION CORP III
CIK 0001842939
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001842917
Filing Metadata
- Form type
- 4
- Filed
- Jul 17, 8:00 PM ET
- Accepted
- Jul 18, 8:52 PM ET
- Size
- 15.3 KB