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March 13, 2023
Rajiv Shukla
Chief Executive Officer
ALPHA HEALTHCARE ACQUISITION CORP III
1177 Avenue of the Americas, 5th Floor
New York, New York 10036
Re:ALPHA HEALTHCARE ACQUISITION CORP III
Registration Statement on Form S-4
Filed February 14, 2023
File No. 333-269773
Dear Rajiv Shukla:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4, Filed February 14, 2023
Cover Page
1.We note that certain shareholders agreed to waive their redemption rights. Please describe
any consideration provided in exchange for this agreement.
Summary, page 14
2.Please disclose Carmell’s current state of operations and history of net losses in this
Summary section.
3.Please revise to identify the Business Combination Agreement closing conditions that are
subject to waiver.
4.Please provide the information required by Item 4(a) of Form S-4.

 FirstName LastNameRajiv Shukla
 Comapany NameALPHA HEALTHCARE ACQUISITION CORP III
 March 13, 2023 Page 2
 FirstName LastName
Rajiv Shukla
ALPHA HEALTHCARE ACQUISITION CORP III
March 13, 2023
Page 2
5.Please disclose the sponsor and its affiliates’ total potential ownership interest in the
combined company, assuming exercise and conversion of all securities.
Risk Factors, page 24
6.Disclose the material risks to unaffiliated investors presented by taking the company
public through a merger rather than an underwritten offering. These risks could include
the absence of due diligence conducted by an underwriter that would be subject to liability
for any material misstatements or omissions in a registration statement.
Risks Related to Carmell's Business and Industry
Risks Related to the Development and Regulatory Approval of our Product Candidates
If we fail to comply with our obligations in the agreements under which we may license
intellectual property rights from third parties..., page 38
7.Please expand this risk factor to discuss the risks associated with your dependence on the
CMU License Agreement and consequences of any potential termination thereof given
you have two product candidates in development and both rely on the continuation of this
agreement.
Risks Related to New Carmell and the New Carmell Common Stock Following the Business
Combination
The Proposed Charter will designate a state or federal court located within the State of Delaware
as the exclusive forum..., page 56
8.On page 56 you state that under the Proposed Charter the forum selection provision does
not apply for any action asserting a claim arising under the Securities Act, for which the
U.S. federal courts will be the exclusive forum. On page 242 you state that the United
States District Court for the District of Delaware is designated as the sole and exclusive
forum for resolving any action asserting a claim arising under the Securities Act. Please
revise to reconcile these statements and also revise to state here, as you do on page 242,
that this provision does not apply to Exchange Act claims, if true.
Risks Related to ALPA, the Business Combination and Redemptions
The Public Stockholders will experience immediate dilution as a consequence of the issuance of
New Carmell common stock..., page 58
9.Please revise to disclose all possible sources and extent of dilution that shareholders who
elect not to redeem their shares may experience in connection with the business
combination. Provide disclosure of the impact of each significant source of dilution,
including the amount of equity held by founders, convertible securities, including warrants
retained by redeeming shareholders, at each of the redemption levels detailed in your
sensitivity analysis, including any needed assumptions.

 FirstName LastNameRajiv Shukla
 Comapany NameALPHA HEALTHCARE ACQUISITION CORP III
 March 13, 2023 Page 3
 FirstName LastName
Rajiv Shukla
ALPHA HEALTHCARE ACQUISITION CORP III
March 13, 2023
Page 3
Proposal 1: the Business Combination Proposal
Background of the Business Combination, page 70
10.On page 71 you state that you entered into nondisclosure agreements with 23 potential
business combination targets and, following initial diligence, ALPA’s management
discontinued discussions with 13 of the 16 business combination targets. Please revise to
explain how you proceeded from 23 to 16 targets. Please also revise to describe
discussions or negotiations with other material targets in addition to Company A and B.
11.Please revise the Background section to detail the negotiations concerning key aspects of
the business combination and related transactions, including, without limitation, the scope
and valuation of Carmell’s business, the merger consideration and the structure of the
transaction. Include further discussion of the negotiations of the terms in the term sheet
with Carmell as well. Each proposal (preliminary or otherwise) and counterproposal
concerning a material transaction term made between October and December of 2022
should be described and the proposing party identified. In this regard, we note that the
Background section as written discusses in general terms the topical areas discussed by
the parties during the negotiations and some of the final terms they mutually agreed upon,
but does so without any indication of how those terms evolved during the course of the
discussions/negotiations.
12.Please revise to state whether there were any discussions with Carmell about the potential
loss of clients in the near future or other events that may materially
affect Carmell's prospects.
13.Please revise to disclose any discussions about the need to obtain additional financing for
the combined company in connection with the Business Combination transaction or
shortly thereafter, such as a PIPE transaction, and, as applicable, the
negotiation/marketing processes. To the extent any financing is contemplated, please
revise to describe. In this regard, we note that on pages 63 and 104 you refer to the "PIPE
Investment," which is not defined, you state that Carmell is in default on certain
convertible notes and under the maximum redemption scenario New Carmell will need
additional financings in order to pay off the convertible notes, will not have sufficient cash
to pay the cash transaction costs incurred in connection with the Business Combination
and will need additional equity financings in order to satisfy the maximum redemption
request as well as to meet the requirement of the minimum net tangible assets for ALPA.
Additionally, one requirement under the agreement with Puritan, a convertible note
holder, is that “upon entering into such Business Combination Agreement, such parties
shall have a commitment letter from a third party to provide capital in an amount
sufficient to the surviving company to the Business Combination to, among other things,
repay all amounts due and owing at such time to Puritan at the Closing.” Please also revise
to substantiate your statement on page 46 that you believe you will have sufficient cash to
fund expenditures for the next 12 months.

 FirstName LastNameRajiv Shukla
 Comapany NameALPHA HEALTHCARE ACQUISITION CORP III
 March 13, 2023 Page 4
 FirstName LastName
Rajiv Shukla
ALPHA HEALTHCARE ACQUISITION CORP III
March 13, 2023
Page 4
The Board's Reasons for Approval of the Business Combination, page 75
14.Your proxy/registration statement indicates the Board received financial projections and
we note on page 78 you state that Cabrillo reviewed certain business presentations
regarding Carmell prepared by the representatives of Carmell. Please revise to describe
these projections and business presentations. Please also state whether there were any
valuations or other material information about ALPA, Carmell, or the Business
Combination transaction provided to potential investors that have not been disclosed
publicly, to the extent applicable.
15.On page 79 you state that Cabrillo did not provide advice concerning the specific amount
of consideration. Please revise to clarify what Cabrillo considered in terms of the
consideration involved in the transaction or how it provided an opinion without analysis of
the consideration.
16.Please revise to provide cautionary language noting that the fairness opinion addresses
fairness to all shareholders as a group as opposed to only those shareholders unaffiliated
with the sponsor or its affiliates.
17.We note that Alpha Healthcare Acquisition Corp. completed its business combination.
Please provide balanced disclosure about this record and the outcome of this prior
transaction as well as any other de-SPAC transaction to the extent your sponsor and
management and affiliates have a track record with SPACs.
18.We note that Cabrillo analyzed enterprise values of selected publicly traded companies.
Please revise to provide the enterprise value for New Carmell as shown on slide 28 in the
presentation attached to the 8-K filed January 4, 2023. Additionally, please revise page 86
to clarify what is being shown here, including the terms low and high indication. For
example, it appears that the implied enterprise value for the high indication of the
Guideline Public Company Method is referred to as the high quartile of enterprise value
on page 80, and the implied enterprise value for the low indication is referred to as the
median of enterprise value on page 80.
Interests of the Sponsor and ALPA's Directors and Officers in the Business Combination, page
87
19.Please revise the conflicts of interest discussion so that it highlights all material interests
in the transaction held by the sponsor and the company’s officers and directors. For
example, this could include how the exercise of discretion to agree to changes or waivers
to the Business Combination may affect shareholders or that directors of ALPA will be
directors of the combined company. In addition, please clarify how the board considered
those conflicts in negotiating and recommending the business combination.

 FirstName LastNameRajiv Shukla
 Comapany NameALPHA HEALTHCARE ACQUISITION CORP III
 March 13, 2023 Page 5
 FirstName LastName
Rajiv Shukla
ALPHA HEALTHCARE ACQUISITION CORP III
March 13, 2023
Page 5
Summary of Business Combination Agreement, page 90
20.On page 101 you state that the Termination Date under the Business Combination
Agreement is August 31, 2021. In Section 7.1(d) of the Business Combination Agreement
it defines “Termination Date” as June 30, 2023. Please reconcile or advise.
Certain Material U.S. Federal Income Tax Consequences, page 103
21.We note your statement that “[t]his section describes certain material U.S. federal income
tax considerations.” Please revise your disclosure here to clarify that this section addresses
the material U.S. federal income tax considerations as opposed to “certain” material U.S.
federal income tax considerations.
22.You disclose on page 106 that the parties to the Business Combination Agreement intend
for the Business Combination to qualify as a “reorganization” within the meaning of
Section 368(a) of the Internal Revenue Code of 1986, as amended, and that if the Business
Combination qualifies as a reorganization, U.S. Holders will generally not recognize gain
or loss as a result of the Business Combination. If the merger will not be taxable to
shareholders, please file a tax opinion as an exhibit to the proxy/registration statement. For
guidance, please see Section III of Staff Legal Bulletin No. 19.
Unaudited Pro Forma Condensed Combined Financial Information, page 115
23.We note balance sheet adjustment (12) reflects the additional required borrowings to fund
the transaction costs and the payoff of the convertible notes under the maximum
redemption scenario.  Please provide a statement of operations pro forma adjustment to
reflect any related interest expense and explain the assumptions involved in the notes.
24.We note in balance sheet adjustment (12) that ALPA may not consummate any business
combination unless it has net tangible assets of at least $5,000,001 and that the Company
will need additional equity financings.  Please provide the computations of pro forma net
tangible assets under both the No Redemption and Maximum Redemption Scenarios.  In
addition, provide any necessary pro forma adjustment related to these equity financings
and explain your underlying assumptions in the notes.
25.We note in the Notice of Special Meeting that ALPA will not redeem Public Shares in an
amount that would cause it to have net tangible assets of less than $5,000,001.  Please
clarify for us why your maximum pro forma redemption scenario does not reflect this
statement.  Refer to Rule 11-02(a)(10) of Regulation S-X.
26.Please disclose whether CMU will have the ability to subscribe for additional equity
securities so as to maintain their percentage of ownership in the Company in connection
with this business combination and whether they intend to subscribe for the additional
equity.  Provide any necessary pro forma adjustments.

 FirstName LastNameRajiv Shukla
 Comapany NameALPHA HEALTHCARE ACQUISITION CORP III
 March 13, 2023 Page 6
 FirstName LastName
Rajiv Shukla
ALPHA HEALTHCARE ACQUISITION CORP III
March 13, 2023
Page 6
Basis of Pro Forma Presentation, page 117
27.We note footnote 6 to your table on page 119. Revise your disclosure here or elsewhere to
disclose the effective underwriting fee on a percentage basis for shares at each redemption
level presented in your sensitivity analysis related to dilution.
Information about Carmell
CMU Exclusive License Agreement, page 161
28.We note your disclosure that the Amended Exclusive License Agreement is effective until
January 30, 2028, or until the expiration of the last-to-expire patent relating to this
technology, whichever comes later. Please revise to state when these patents are expected
to expire. Please also revise to state the royalty term. We note that failure to perform in
accordance with the agreed upon milestones is grounds for CMU to terminate the
agreement, please revise to describe any other termination provisions. To the extent
applicable, describe any upfront payments and quantify all payments made to date. We
note that prior to a qualified initial public offering or a qualified sale CMU has the right to
subscribe for additional equity securities so as to maintain its then percentage of
ownership in Carmell. To the extent the Business Combination is deemed a qualified
initial public offering or a qualified sale please revise to state this ownership percentage
and number of shares CMU will receive. Finally, please define "Minimum Performance
Requirements."
29.We note that under the CMU License Agreement CMU granted Carmell exclusive rights
to develop and commercialize plasma-based bioactive material, also known as
“Biocompatible Plasma-Based Plastics” for all fields of use and all worldwide
geographies and that CMU "retains the intellectual property rights to the licensed
technology including patents, copyrights, and trademarks." Please clarify the meaning of
the statement that CMU retains the intellectual property rights to the licensed technology
or whether this arrangement differs from a typical exclusive license agreement.
Products, page 162
30.Please revise your pipeline table on page 263 to remove the text within the arrows. You
may include a column for anticipated milestones or other information, but