SEC Form SC 13G/A filed by Alpha Healthcare Acquisition Corp. III (Amendment)

2/12/24 4:42:46 PM ET

Medical/Dental Instruments

Health Care

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SC 13G/A 1 ALPA.txt ALPA UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.2) Alpha Healthcare Acquisition Corp. III (Name of Issuer) ----------------------------------------------------------- Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) ----------------------------------------------------------- 02073F104 (CUSIP Number) ----------------------------------------------------------- December 29, 2023 (Date of Event Which Requires Filing of this Statement) ----------------------------------------------------------- Check the appropriate box to designate the rule pursuant to which this Schedule is filed: /X/ Rule 13d 1(b) / / Rule 13d 1(c) / / Rule 13d 1(d) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act)or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 02073F104, New Name Carmell Corp. 1. Names of reporting persons UBS O'Connor LLC ----------------------------------------------------------- 2. Check the appropriate box if a member of a group a / / b / / ----------------------------------------------------------- 3. SEC use only ----------------------------------------------------------- 4. Citizenship or place of organization Delaware ----------------------------------------------------------- Number of shares beneficially owned by each reporting person with: Number of 5. Sole Voting Power NA Shares Bene- 6. Shared Voting Power NA ficially 7. Sole Dispositive Power NA Owned by Each 8. Shared Dispositive Power NA ----------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person: NA ----------------------------------------------------------- 10. Check if the aggregate amount in Row (9) excludes certain shares (see instructions) Shares / / ----------------------------------------------------------- 11. Percent of class represented by amount in Row (9) NA ----------------------------------------------------------- 12. Type of reporting person (see instructions) OO;IA ----------------------------------------------------------- Item 1(a) Name of issuer: Alpha Healthcare Acquisition Corp. III. (the Issuer) ----------------------------------------------------------- Item 1(b) Address of issuer's principal executive offices: 1177 Avenue of the Americas, 5th Floor New York, New York 10036 ----------------------------------------------------------- 2(a) Name of person filing: UBS O'Connor LLC ----------------------------------------------------------- 2(b) Address or principal business office or, if none, residence: One North Wacker Drive, 31st Floor, Chicago, Illinois 60606 ----------------------------------------------------------- 2(c) Citizenship: Delaware ----------------------------------------------------------- 2(d) Title of class of securities: Class A Common Stock, par value $0.0001 per share ----------------------------------------------------------- 2(e) CUSIP No.:02073F104 ----------------------------------------------------------- Item 3. If this statement is filed pursuant to Sections 240.13d 1(b) or 240.13d 2(b) or (c), check whether the person filing is a: (a) / / Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); (b) / /Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); (c) / / Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); (d) / / Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a 8); (e /X / An investment adviser in accordance with Section 240.13d 1(b)(1)(ii)(E); (f) / / An employee benefit plan or endowment fund in accordance with Section 240.13d 1(b)(1)(ii)(F); (g) /X/ A parent holding company or control person in accordance with Section 240.13d 1(b)(1)(ii)(G); (h) / / A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) / / A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a 3); (j) / / A non-U.S. institution in accordance with Section 240.13d 1(b)(1)(ii)(J); (k) / / Group, in accordance with Section 240.13d 1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Section 240.13d 1(b)(1)(ii)(J), please specify the type of institution: ________________________________ ----------------------------------------------------------- Item 4. Ownership Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1 (a) Amount beneficially owned:0 (b) Percent of class: 0% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote:0 (iii) Sole power to dispose or to direct the disposition of:0 (iv) Shared power to dispose or to direct the disposition of:0 Item 5. Ownership of 5 Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following /X/. Dissolution of a group requires a response to this item. Item 6. Ownership of More than 5 Percent on Behalf of Another Person. Not applicable. ----------------------------------------------------------- Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. The information set forth in Item 2 is hereby incorporated herein by reference ----------------------------------------------------------- Item 8. Identification and Classification of Members of the Group. Not applicable. ----------------------------------------------------------- Item 9. Notice of Dissolution of Group. Not applicable. ----------------------------------------------------------- Item 10. Certifications By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect other than activities solely in connection with a nomination under Section 240.Sub Section14a-11. Signatures After reasonable inquiry and to the best of my knowledge and belief,I certify that the information set forth in this statement is true, complete and correct. Date: 2/12/2024 Signature: /s/ Name: Andrew Johnson Title: Director Date: 2/12/2024 Signature: /s/ Name:Rollins Simmons Title: Authorized Signatory

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SEC Form SC 13G/A filed by Alpha Healthcare Acquisition Corp. III (Amendment)

2/12/24 4:42:46 PM ET

$ALPA

Medical/Dental Instruments

Health Care

Get the next $ALPA alert in real time by email

SEC Form SC 13G/A filed by Alpha Healthcare Acquisition Corp. III (Amendment)

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SEC Form SC 13G/A filed by Alpha Healthcare Acquisition Corp. III (Amendment)

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Press Releases

Alpha Healthcare Acquisition Corp. III Announces Successful Closing of Business Combination with Carmell Therapeutics Corporation

Alpha Healthcare Acquisition Corp. III Announces Non-Binding Letter of Intent to Acquire a Commercial Stage Regenerative Medicine Company Conditioned Upon Closing of Carmell Business Combination

Alpha Healthcare Acquisition Corp. III Announces Merger with Carmell Therapeutics, a Phase 2 Stage Biotechnology Platform Company Developing Allogeneic Plasma-based Biomaterials for Bone and Soft Tissue Healing Indications

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Insider Trading

Shukla Rajiv was granted 14,347 shares and acquired 0 shares, increasing direct ownership by 42% to 48,526 units (SEC Form 4)

Cassaday Bryan J. bought $1,540 worth of shares (440 units at $3.50), increasing direct ownership by 29% to 1,940 units (SEC Form 4)

Spenlehauer Gilles bought $3,456 worth of shares (904 units at $3.82) (SEC Form 4)

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SEC Filings

Alpha Healthcare Acquisition Corp. III filed SEC Form 8-K: Other Events, Financial Statements and Exhibits

Alpha Healthcare Acquisition Corp. III filed SEC Form 8-K: Other Events, Financial Statements and Exhibits

Alpha Healthcare Acquisition Corp. III filed SEC Form 8-K: Other Events, Financial Statements and Exhibits

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Insider Purchases

Cassaday Bryan J. bought $1,540 worth of shares (440 units at $3.50), increasing direct ownership by 29% to 1,940 units (SEC Form 4)

Spenlehauer Gilles bought $3,456 worth of shares (904 units at $3.82) (SEC Form 4)

Frisch Scott M. bought $3,456 worth of shares (904 units at $3.82) (SEC Form 4)

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Large Ownership Changes