Carmell Therapeutics Corporation executed a mutual non-disclosure agreement to acquire Alpha Healthcare Acquisition Corp. III (NasdaqCM:ALPA) from a group of shareholders in a reverse merger transaction on October 27, 2022. Carmell Therapeutics Corporation executed a definitive business combination agreement to acquire Alpha Healthcare Acquisition Corp. III from a group of shareholders for approximately $150 million in a reverse merger transaction on January 3, 2023. Under the terms of the proposed transaction, Carmell’s shareholders will receive an aggregate of 15 million shares of ALPA’s Class A common stock (the “Class A Shares”) in exchange for their existing Carmell shares, as contemplated by the terms of the business combination agreement. Current shareholders of Carmell will own approximately 46% of the issued and outstanding shares in the Combined Company at closing. ALPA will be renamed Carmell Therapeutics Corporation (the “Combined Company”) and is expected to be listed on the Nasdaq Capital Market under the ticker symbol “CTCX.” Rajiv Shukla will serve as Chairman and Randy Hubbell will serve as Chief Executive Officer of the Combined Company.

The transaction has been approved by each of ALPA’s and Carmell’s Board of Directors and is subject to the approval of ALPA and Carmell shareholders, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the Company has net tangible assets of at least $5,000,001, the Company’s initial listing application with The Nasdaq Stock Market, the S-4 Registration Statement has become effective and other customary conditions. On July 11, 2023, shareholders of Alpha Healthcare Acquisition Corp. III have approved the transaction. The transaction is expected to close in H1, 2023. The Combined Company is expected to receive gross proceeds of approximately $154 million at the closing of the transaction assuming no redemptions. The Business Combination is expected to close on July 14, 2023.

Jocelyn M. Arel and Laurie A. Burlingame of Goodwin Procter LLP acted as legal advisor to ALPA while Scott R. Jones of Troutman Pepper Hamilton Sanders LLP acted as legal advisor to Carmell. Continental Stock Transfer & Trust Company acted as transfer agent while Morrow & Co., LLC acted as information agent to ALPA. Cabrillo Advisors, LLC acted as financial advisor and fairness opinion provider with a service fee of $200,000 to ALPA.

Carmell Therapeutics Corporation completed the acquisition of Alpha Healthcare Acquisition Corp. III (NasdaqCM:ALPA) from a group of shareholders in a reverse merger transaction on July 14, 2023. The resulting combined company, Carmell Therapeutics Corporation, is expected to commence trading of its shares of common stock and warrants on the Nasdaq Capital Market® under the ticker symbols “CTCX” and “CTCXW,” respectively, on July 17, 2023. Rajiv Shukla will serve as Executive Chairman and Randy Hubbell will serve as Chief Executive Officer of the combined company.