AHAC Sponsor III LLC - Jul 14, 2023 Form 4 Insider Report for ALPHA HEALTHCARE ACQUISITION CORP III (CTCX)

Role
10%+ Owner
Signature
/s/ AHAC Sponsor III LLC, by Rajiv Shukla, as Managing Member
Stock symbol
CTCX
Transactions as of
Jul 14, 2023
Transactions value $
$0
Form type
4
Date filed
7/18/2023, 08:52 PM
Previous filing
Aug 12, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CTCX Class A Common Stock Options Exercise +3.79M +816.16% 4.25M Jul 14, 2023 Direct F1, F2, F3
transaction CTCX Class A Common Stock Other -4.25M -100% 0 Jul 14, 2023 Direct F3, F4
transaction CTCX Common Stock Other +4.25M 4.25M Jul 14, 2023 Direct F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CTCX Class B Common Stock Options Exercise $0 -3.79M -100% $0.00* 0 Jul 14, 2023 Class A Common Stock 3.79M Direct F1, F2
transaction CTCX Warrants Award +116K 116K Jul 14, 2023 Common Stock 116K $11.50 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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.