Reported Late Wednesday, Alpha Healthcare Acquisition Corp. III Announces Merger With Carmell Therapeutics; Carmell's Shareholders Will Receive An Aggregate Of 15M Shares Of ALPA's Class A Common Stock

Transaction Overview

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. Assuming that no ALPA shareholders elect to redeem their shares, the market capitalization of the Combined Company will be approximately $328 million and it is estimated that the current shareholders of Carmell will own approximately 46% of the issued and outstanding shares in the Combined Company at closing. The Combined Company is expected to receive gross proceeds of approximately $154 million at the closing of the transaction assuming no redemptions. 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 and other customary conditions. The transaction is expected to close in H1, 2023.

Additional information about the transaction will be provided in a Current Report on Form 8-K that will contain an investor presentation to be filed by ALPA with the Securities and Exchange Commission ("SEC") and will be available at www.sec.gov. In addition, ALPA intends to file a registration statement on Form S-4 with the SEC, which will include a proxy statement/prospectus, and will file other documents regarding the proposed transaction with the SEC.

The investor presentation is available at: https://www.sec.gov/Archives/edgar/data/1842939/000119312523001591/d411625dex992.htm