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CORRESP
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CORRESP

 March 23, 2023

Michael Fay

 Al Pavot

Margaret Schwartz

 Celeste Murphy

Office of Industrial Applications and Services

 Division of
Corporation Finance

 Securities and Exchange Commission

 100
F Street, N.E. Washington, D.C. 20549

Re:
 Alpha Acquisition Corp. III

 Registration Statement on Form S-4

 Filed February 14, 2023

 File No. 333-269773

Dear Ms. Schwartz:

 This letter is
submitted on behalf of Alpha Acquisition Corp. III (the “Company”) in response to comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the
“Commission”) with respect to the Company’s Registration Statement on Form S-4, filed on February 14, 2023 (the “Initial Registration Statement”), as set forth in
the Staff’s letter dated March 13, 2023 to Rajiv Shukla, the Company’s Chief Executive Officer and Chairman (this “Comment Letter”). The Company is concurrently filing its Amendment No. 1 to Registration
Statement on Form S-4 (the “Amended Registration Statement”), which includes changes to reflect responses to the Staff’s comments and other updates.

For reference purposes, the text of this Comment Letter has been reproduced and italicized herein with the response below the numbered
comment. Unless otherwise indicated, the page reference in the description of the Staff’s comment refers to the Initial Registration Statement, and the page reference in the response refers to the Amended Registration Statement. All capitalized
terms used and not otherwise defined herein shall have the meanings set forth in the Amended Registration Statement. The response provided herein is based upon information provided to Goodwin Procter LLP by the Company.

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.

 RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on
the 3rd page of the Notice of Special Meeting of Stockholders of Alpha Healthcare Acquisition Corp. III and page 7 of the Amended Registration Statement in response to the Staff’s
comment to further clarify that the shares held by the Sponsor and its affiliates are not entitled to redemption rights pursuant to the Current Charter. As a result, the Company advises the Staff that no agreement was necessary and no consideration
was 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.”

 RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on page 19 of
the Amended Registration Statement in response to the Staff’s comment.

3.
 Please revise to identify the Business Combination Agreement closing conditions that are subject to waiver.

 RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on pages 21, 22 and 23 of the Amended
Registration Statement in response to the Staff’s comment to highlight closing conditions that are subject to waiver. The Company further advises the Staff that the Amended Registration Statement contains a risk factor related to this waiver
right. Please see page 67 of the Amended Registration Statement for the risk factor entitled: “The exercise of ALPA’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business
Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in the best interests of ALPA’s stockholders.”

4.
 Please provide the information required by Item 4(a) of Form S-4.

 RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on page 25 of the Amended Registration
Statement in response to the Staff’s comment, to provide information regarding the anticipated accounting treatment of the Business Combination and to include a cross reference to “Material U.S. Federal Tax Consequences” beginning on
page 111 of the Amended Registration Statement.

5.
 Please disclose the sponsor and its affiliates’ total potential ownership interest in the combined
company, assuming exercise and conversion of all securities.

 RESPONSE: The Company respectfully advises the Staff that it has
revised the disclosure on page 9 of the Amended Registration Statement in response to the Staff’s comment to 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.

 RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on pages 28, 32 and 72 of the
Amended Registration Statement in response to the Staff’s comment to include risks related to taking the company public through a merger rather than an underwritten offering.

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.

 RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on pages 45 and
46 of the Amended Registration Statement in response to the Staff’s comment.

 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.

 RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on pages 63 and 249 of
the Amended Registration Statement in response to the Staff’s comment.

 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.

RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on pages 9, 10 and 67 of the Amended Registration Statement
in response to the Staff’s comment to disclose all possible sources and the extent of dilution to public shareholders that do no elect to redeem their shares may experience in connection with the Business Combination.

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.

 RESPONSE: The Company respectfully advises the Staff that
it has revised the disclosure on page 79 of the Amended Registration Statement in response to the Staff’s comment to provide further information with respect to factors considered by the Company as it elected to discontinue discussions
with potential business combination targets. The Company further advises the Staff that there were no material targets other than Company A and Company B and therefore no additional material targets have been highlighted in the Amended Registration
Statement.

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.

 RESPONSE: The Company respectfully advises the Staff that it
has revised the disclosure on pages 80 and 81 of the Amended Registration Statement in response to the Staff’s comment to provide further information about the evolution of key terms that were discussed by the parties during
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.

 RESPONSE: The Company respectfully advises
the Staff that it has revised the disclosure on page 81 of the Amended Registration Statement in response to the Staff’s comment. The Company further advises the Staff that since Carmell has no products available for sale, the parties did
not need to have discussions regarding loss of clients in the near future.

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.

RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on pages 71 and 113 of the Amended Registration Statement in
response to the Staff’s comment to remove reference to “PIPE Investment” as no specific PIPE is contemplated. The Company is in the process of negotiations with several investors regarding the potential to provide an investment in
connection with the Closing in

the event that cash infusion is necessary given the level of redemptions and to address requirements under the agreement with Puritan, but the Company has not yet entered into any definitive
agreements with any such investors. The Company respectfully advises the Staff that it will further update the Registration Statement in a future amendment to include specific details associated with any such investment once a definitive arrangement
has been finalized.

 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.

RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on page 82 of the Amended Registration Statement in response to
the Staff’s comment to clarify that neither the Board nor Cabrillo received any revenue projections. Carmell’s projections related to estimated timing for achievement of research and development pipeline milestones.

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.

RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on page 87 of the Amended Registration Statement in response to
the Staff’s comment to clarify that Cabrillo was not providing investment banking advice related to the amount and type of consideration. The Company further advises the Staff, that how Cabrillo utilized the consideration amount is specified
directly underneath the table on page 94 of the Amended Registration Statement.

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.

 RESPONSE: The Company
respectfully advises the Staff that it has revised the disclosure on page 84 of the Amended Registration Statement in response to the Staff’s comment.

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.

 RESPONSE: The Company respectfully advises