SecProbe.io

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<TEXT>
 July 23, 2025

Rajiv Shukla
Chief Executive Officer
Longevity Health Holdings, Inc.
2403 Sidney Street, Suite 300
Pittsburg, Pennsylvania 15203

 Re: Longevity Health Holdings, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 File No. 001-40228
Dear Rajiv Shukla:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Industrial
Applications and
 Services
</TEXT>
</DOCUMENT>

CORRESP
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 CORRESP

 Longevity Health Holdings, Inc. (formerly Carmell Corporation)

 2403 Sidney Street, Suite 300, Pittsburgh, PA 15203

 412-894-8248

 www.healthxage.com

     July 11, 2025   U.S. Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, NE Washington, D.C. 20549 Attn: Christie Wong, Michael Fay   Re: Longevity Health Holdings, Inc. Form 10-K for the Fiscal Year Ended December 31, 2024 Form 10-Q for the Fiscal Quarter Ended March 31, 2025 Response Dated June 17, 2025 File No. 001-40228 Dear Ms. Wong and Mr. Fay: Longevity Health Holdings, Inc. (the “ Company ”) is responding to the comment letter, dated June 26, 2025 (the “ Comment Letter ”), from the staff of the Division of Corporation Finance (the “ Staff ”) of the U.S. Securities and Exchange Commission with respect to the above-referenced filings. For your convenience, we have reproduced the Staff’s comments below in bold, followed by the Company’s response. Form 10-Q for the Fiscal Quarter Ended March 31, 2025 Notes to Condensed Consolidated Financial Statements Note 4 – Elevai Acquisition, page 13 1. We have reviewed your response to comment 4 and have the following additional comments. Please: • Describe for us the facts and circumstances of whether you continued to utilize the referenced third party for production of the acquired products and whether there was a related acquired contract; • Describe for us when and how production of the acquired products commenced; • Tell us how you considered the applicability of ASC 805-10-55-5E (b) to your facts and circumstances and the referenced third party; and

 • Provide us the calculation of your 89% determination and also tell us how you considered ASC 805-10-55-5C (a) which sets forth that a tangible asset and an intangible asset should not be considered similar assets .   Response : We respectfully acknowledge the Staff’s comments and respond to each bulleted comment in turn below: In response to the Staff’s first bulleted comment, in conjunction with acquiring the three cosmetic products on January 16, 2025, the Company voluntarily assumed the pre-existing contract with Allure Labs, LLC (“Allure”) as a third-party manufacturer. The decision to continue with Allure was based on their production capacity and competitive pricing, which aligned with the Company’s cost structure. The asset purchase agreement did not require the Company to assume or continue the Allure contract; the continuation was entirely voluntary. The Company’s due diligence process identified at least two alternative manufacturers capable of producing the acquired products to identical specifications. An analysis determined that switching manufacturers would not have a material impact on cost or production timing. Therefore, the Company was not economically compelled to continue with Allure and had no dependency on their proprietary capabilities. In response to the Staff’s second bulleted comment, Allure had been engaged by the prior owner to produce the acquired cosmetic products and was actively manufacturing product batches at the time of the acquisition. Following the completion of those batches, the Company has not initiated new or additional production of the acquired cosmetic products. In response to the Staff’s third bulleted comment, ASC 805-10-55-5E(b) requires that, to be considered a business, an acquired set must include an organized workforce with the skills, knowledge, or experience critical to the ability to continue producing outputs. The contract with Allure does not provide the Company with access to such a workforce or to proprietary processes. The equipment, techniques, and processes used by Allure are standard for the cosmetic industry and are not unique to Allure or the acquired products. Manufacturing services of this type are widely available from other contract manufacturers. Moreover, the prior owner had manufacturing relationships with multiple third parties, which also supports the conclusion that no substantive process was obtained. As further emphasized in ASC 805-10-55-5F, the mere continuation of revenue-producing activities does not demonstrate the presence of both an input and a substantive process. In response to the Staff’s fourth bulleted comment, the 89% referenced in the Company’s accounting memorandum provided as Annex B to the Company’s response letter, dated June 17, 2025, was based on the acquired gross assets as of December 31, 2024, using estimated fair values. Below is the fair value of the acquired gross assets as of the closing date of the asset acquisition. In accordance with ASC 805-10-55-5C(a), intangible assets were excluded from the grouping of similar assets.

 Inventory
 $
 1,482,043

 Accounts receivable

 76,555

 Deposits on inventory and related prepaid expenses

 94,567

 Laboratory equipment

 47,618

      Group of similar identifiable assets

 1,700,783
 86%

 Right-of-use assets

 51,721

 Intangible assets

 226,800

      Fair value of gross assets acquired
 $
 1,979,304
 100%

   As shown above, approximately 86% of the gross fair value was concentrated in a group of similar tangible assets, primarily inventory and working capital items with similar risk characteristics. In accordance with ASC 805-10-55-5C(a), intangible assets were not considered part of the similar group. Under ASC 805-10-55-3A (commonly referred to as the “screen test”), if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the set is not a business. Since approximately 86% of the gross fair value is concentrated in such a group, the screen test is satisfied, and no further assessment under ASC 805-10-55-5D through 5F is required. Nevertheless, as discussed above, the absence of an acquired substantive process also independently supports the asset acquisition conclusion. Based on both the quantitative (screen test) and qualitative (lack of substantive process) assessments under ASC 805, the Company determined that the acquired set does not meet the definition of a business. Accordingly, the transaction was accounted for as an asset acquisition. If you have any additional questions or comments, please contact our outside legal counsel, Michael A. Hedge of K&L Gates LLP at (949) 623-3519 or michael.hedge@klgates.com Very truly yours,   /s/ Rajiv Shukla Rajiv Shukla Chairman and Chief Executive Officer   cc: Michael A. Hedge, K&L Gates LLP

<DOCUMENT>
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<TEXT>
 June 26, 2025

Rajiv Shukla
Chief Executive Officer
Longevity Health Holdings, Inc.
2403 Sidney Street, Suite 300
Pittsburg, Pennsylvania 15203

 Re: Longevity Health Holdings, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 Form 10-Q for the Fiscal Quarter Ended March 31, 2025
 Response Dated June 17, 2025
 File No. 001-40228
Dear Rajiv Shukla:

 We have reviewed your response to our comment letter and have the
following
comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-Q for the Fiscal Quarter Ended March 31, 2025
Notes to Condensed Consolidated Financial Statements
Note 4 - Elevai Acquisition, page 13

1. We have reviewed your response to comment 4 and have the following
additional
 comments. Please:

 Describe for us the facts and circumstances of whether you
continued to utilize
 the referenced third party for production of the acquired products
and whether
 there was a related acquired contract;
 Describe for us when and how production of the acquired products
commenced;
 Tell us how you considered the applicability of ASC 805-10-55-5E
(b) to your
 facts and circumstances and the referenced third party; and
 Provide us the calculation of your 89% determination and also tell
us how you
 June 26, 2025
Page 2

 considered ASC 805-10-55-5C (a) which sets forth that a tangible
asset and an
 intangible asset should not be considered similar assets.

 Please contact Christie Wong at 202-551-3684 or Michael Fay at
202-551-3812 if you
have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
</TEXT>
</DOCUMENT>

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 Longevity Health Holdings, Inc. (formerly Carmell Corporation)

 2403 Sidney Street, Suite 300, Pittsburgh, PA 15203

 412-894-8248

 www.healthxage.com

     June 17, 2025   U.S. Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, NE Washington, D.C. 20549 Attn: Christie Wong, Michael Fay   Re: Longevity Health Holdings, Inc. Form 10-K for the Fiscal Year Ended December 31, 2024; Filed March 31, 2025 Form 10-Q for the Fiscal Quarter Ended March 31, 2025 Filed May 15, 2025 File No. 001-40228   Dear Ms. Wong and Mr. Fay: Longevity Health Holdings, Inc. (the “ Company ”) is responding to the comment letter, dated June 4, 2025 (the “ Comment Letter ”), from the staff of the Division of Corporation Finance (the “ Staff ”) of the U.S. Securities and Exchange Commission with respect to the above-referenced filings. For your convenience, we have reproduced the Staff’s comments below in bold, followed by the Company’s response. The Company is concurrently filing an amendment to the Annual Report on Form 10-K for the year ended December 31, 2024 (the “ Form 10-K/A ”) with this letter. Form 10-K for the Fiscal Year Ended December 31, 2024 Consolidated Statement of Operations, page 37 1. We note you present depreciation after gross profit. If any depreciation relates to cost of sales, please revise future filings to follow the guidance in SAB Topic 11.B. Response : The Company respectfully acknowledges the Staff’s comment and will revise its future filings to follow the guidance in SAB Topic 11.B. For the years ended December 31, 2024 and 2023, no deprecation related to cost of sales.

 Notes to Consolidated Financial Statements Note 2 – Summary of Significant Accounting Policies Revenue Recognition, page 46 2. Please revise future filings to provide a separate revenue recognition policy for your 2024 continuing operations and to address the below. Please provide us any proposed disclosure. • Describe how you determine the transaction price in accordance with ASC 606-10-32-2 through 32-4, including how you apply the variable consideration constraint under ASC 606-10-32-11 through 32-13. We note you offer discounts and allowances to customers; • Describe any provisions in your contracts related to returns, warranties, etc. ; and • Describe your disaggregation of revenue under ASC 606-10-50-5. Response : The Company respectfully acknowledges the Staff’s comment and will revise its future filings to provide a separate revenue recognition policy for the Company’s continuing operations and to incorporate the Staff’s comments. The Company’s proposed disclosure is attached as Annex A. Exhibits 3. We note that the Exhibit 31 and Exhibit 32 certifications refer to Carmell Corporation. Please revise your certifications to refer to Longevity Health Holdings, Inc. and file a full amendment with the corrected certifications. Response : The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company has filed corrected certifications as Exhibits 31.1, 31.2, 32.1 and 32.1 with the Form 10-K/A filed concurrently herewith. Form 10-Q for the Fiscal Quarter Ended March 31, 2025 Notes to Condensed Consolidated Financial Statements Note 4 – Elevai Acquisition, page 13 4. We note your disclosure that the Elevai Acquisition is accounted for as an asset purchase as it did not meet the screening test under GAAP to be considered a business pursuant to ASC 805. Please provide us the analysis you used to make this determination and tell us how you considered ASC 805-10-55-5A. Response : The Company respectfully acknowledges the Staff’s comment and has attached its analysis used to make the determination under ASC 805-10-55-5 as Annex B.

 Note 9 – Commitments and Contingencies, page 15 5. In future filings, please disclose the royalty rates and payment terms related to the Yuva License Agreement and your accounting for any such payments. Response : The Company respectfully acknowledges the Staff’s comment and will revise its future filings to disclose the royalty rates and payment terms and related accounting.   If you have any additional questions or comments, please contact our outside legal counsel, Michael A. Hedge of K&L Gates LLP at (949) 623-3519 or michael.hedge@klgates.com Very truly yours,   /s/ Rajiv Shukla Rajiv Shukla Chairman and Chief Executive Officer   cc: Michael A. Hedge, K&L Gates LLP

 ANNEX A   Revenue Recognition – Continuing Operations The Company accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, revenues are recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for transferring those goods or services. Revenue is recognized based on the following five-step model: • Identification of the contract with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, the Company satisfies a performance obligation   The Company’s revenue is generated from the sale of its cometic skin and haircare products. These products are primarily sold to customers within the United States. The Company has standard payment terms that generally require payment within 30 days of product shipment. The Company’s sales contracts represent a performance obligation to sell its products to customers and are satisfied when control of the promised goods is transferred to the customer, which typically occurs upon shipment. To identify the performance obligations, the Company considers all the goods promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. Gross sales revenue is recorded at the standard fixed transaction price for the specific product sold. Any promotional discounts and allowances are fixed at the time of the sale and recorded as a reduction of the related gross revenue. The Company has experienced no material returns of its products. For the xxx months ended xxx, 2025 and 2024, the Company’s revenue by sales channel was as follows:

 Business to Business

 $

 $

 Direct to Consumer

 Distributors

 $

 $

 ANNEX B ACCOUNTING MEMORANDUM Date: December 31, 2024 To: Longevity Health Holdings Accounting Files Re: Elevai Asset Purchase   Transaction Summary On January 16, 2025, Longevity Health Holdings (the “Company”) completed its acquisition of substantially all of the assets and the assumption of certain of the liabilities of PMGC Holdings Inc. and Elevai Skincare, Inc., its wholly owned subsidiary, (the “Seller”), related to the Seller’s skincare and haircare business. The following are key factors related to the acquisition: • Inventory related to the three pre-existing products, whose primary active ingredient is exosomes produced from human mesenchymal stem cells • Intangible assets, primarily the trade name associated with those product lines • Seller’s employees hired by the Company had no specialized skills or required know-how to produce the acquired products • No substantive processes were acquired, as formulation of the products is owned by and production fully outsourced to a third party. Further, the exosomes currently produced in the Seller’s laboratory can be purchased directly from third parties. The Company received a quote for the purchase of exosomes from one such third party for approximately the same cost per unit as those produced in the Seller’s laboratory. Assessment of Business vs. Asset Acquisition In accordance with ASC 805-10-55-5, a transaction is considered a business combination only if the acquired set includes, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs.   Key facts supporting asset acquisition classification: • The acquired assets primarily consist of inventory and the Elevai trade name; no proprietary processes or workforce with required specialized know-how or knowledge were acquired. This is supported by the Company’s plans to shut down the Folsom facility at the end of May. • There is no transfer of substantive processes or organizational structure as outlined above. • The acquisition fails the definition of a business under the “substantive process” criterion.

 • The “screen test” (ASC 805-10-55-5A through 5C) applies, and the fair value of the gross assets acquired is substantially concentrated (89%) in a group of similar identifiable assets (i.e., inventory, and the Elevai trade name relating to three related product lines). Therefore, the screen test is met, and the acquisition is not a business.   Accounting Treatment As this transaction qualifies as an asset acquisition, the following accounting guidance applies: 1. Measurement Principle • Per ASC 805-50, assets acquired are measured based on the cost to the acquiring entity, including transaction costs. 2. Cost Allocation • The total consideration transferred, including transaction costs, will be allocated to the individual assets acquired on a relative fair value basis. • No goodwill is recognized. • The excess of the fair value over the purchase price will be allocated between the non-financial assets acquired: o Inventory o Property and equipment o Intangible assets 3. Transaction Costs • Unlike a business combination, transaction costs are capitalized as part of the asset cost rather than expensed. 4. Deferred Taxes • Deferred tax assets and liabilities are not recognized in an asset acquisition. Any differences between book and tax bases are handled through the tax provision (ASC 740).   Conclusion Based on the analysis, the acquisition is classified as an asset acquisition under ASC 805. The acquired assets are concentrated in a group of similar identifiable assets (inventory and trade name), with no workforce or substantive process acquired. The total consideration, including transaction costs, will be allocated to the identifiable assets based on relative fair values, with the excess of the fair value over the consideration allocated to the non-financial assets.

<DOCUMENT>
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<TEXT>
 June 4, 2025

Rajiv Shukla
Chief Executive Officer
Longevity Health Holdings, Inc.
2403 Sidney Street, Suite 300
Pittsburg, Pennsylvania 15203

 Re: Longevity Health Holdings, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 Filed March 31, 2025
 Form 10-Q for the Fiscal Quarter Ended March 31, 2025
 Filed May 15, 2025
 File No. 001-40228
Dear Rajiv Shukla:

 We have limited our review of your filings to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended December 31, 2024
Consolidated Statement of Operations , page 37

1. We note you present depreciation after gross profit. If any depreciation
relates to cost
 of sales, please revise future filings to follow the guidance in SAB
Topic 11.B.
 June 4, 2025
Page 2

Notes to Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies
Revenue Recognition , page 46

2. Please revise future filings to provide a separate revenue recognition
policy for your
 2024 continuing operations and to address the below. Please provide us
any proposed
 disclosure.
 Describe how you determine the transaction price in accordance with
ASC 606-
 10-32-2 through 32-4, including how you apply the variable
consideration
 constraint under ASC 606-10-32-11 through 32-13. We note you offer
discounts
 and allowances to customers;
 Describe any provisions in your contracts related to returns,
warranties, etc.; and
 Describe your disaggregation of revenue under ASC 606-10-50-5.

Exhibits

3. We note that the Exhibit 31 and Exhibit 32 certifications refer to
Carmell Corporation.
 Please revise your certifications to refer to Longevity Health Holdings,
Inc. and file a
 full amendment with the corrected certifications.

Form 10-Q for the Fiscal Quarter Ended March 31, 2025
Notes to Condensed Consolidated Financial Statements
Note 4 - Elevai Acquisition , page 13

4. We note your disclosure that the Elevai Acquisition is accounted for as
an asset
 purchase as it did not meet the screening test under GAAP to be
considered a business
 pursuant to ASC 805. Please provide us the analysis you used to make
this
 determination and tell us how you considered ASC 805-10-55-5A.
Note 9 - Commitments and Contingencies , page 15

5. In future filings, please disclose the royalty rates and payment terms
related to the
 Yuva License Agreement and your accounting for any such payments.
 June 4, 2025
Page 3

 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Christie Wong at 202-551-3684 or Michael Fay at
202-551-3812 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
</TEXT>
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CORRESP
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  CORRESP

February 10, 2025

  VIA EDGAR

  U.S. Securities and Exchange Commission

  Division of Corporation Finance

  100 F Street N.E.

  Washington, D.C. 20549

  Re:  Acceleration Request for Carmell Corporation Registration Statement on Form S-3 filed February 3, 2025 (File No. 333-284670)

  Ladies and Gentlemen:

  Pursuant to Rule 461 under the Securities Act of 1933, as amended, Carmell Corporation (the “Company”) hereby requests that the effective date and time for the Registration Statement referred to above (the “Registration Statement”) be accelerated so that it will be declared effective at 4:30 p.m., Eastern time, on February 12, 2025 or as soon thereafter as is practicable, or at such later time as the Company or its counsel may orally request via telephone call to the staff.

  It would be appreciated if, as soon as the Registration Statement is declared effective, you would so inform Michael A. Hedge of K&L Gates LLP, our counsel, at (949) 623-3519. We appreciate your assistance in this matter.

  							Very truly yours,

  							Carmell Corporation

  							By: /s/ Bryan J. Cassaday

  							Name: Bryan J. Cassaday

  				Title: Chief Financial Officer

February 10, 2025
Rajiv Shukla
Chief Executive Officer
Carmell Corp
2403 Sidney Street, Suite 300
Pittsburgh, PA 15203
Re:Carmell Corp
Registration Statement on Form S-3
Filed February 3, 2025
File No. 333-284670
Dear Rajiv Shukla:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Margaret Sawicki at 202-551-7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Michael Hedge, Esq.

CORRESP
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CORRESP

 May 31, 2024

 VIA
EDGAR

 U.S. Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street N.E.

 Washington, D.C.
20549

 Re: Acceleration Request for Carmell Corporation Registration Statement on Form S-1/A filed
May 30, 2024 (File No. 333-279329)

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Carmell Corporation (the “Company”) hereby requests that the
effective date and time for the Registration Statement referred to above (the “Registration Statement”) be accelerated so that it will be declared effective at 4:30 p.m., Eastern time, on June 3, 2024 or as soon thereafter as is
practicable, or at such later time as the Company or its counsel may orally request via telephone call to the staff.

 It would be
appreciated if, as soon as the Registration Statement is declared effective, you would so inform Michael A. Hedge of K&L Gates LLP, our counsel, at (949) 623-3519. We appreciate your assistance in this
matter.

Very truly yours,

Carmell Corporation

By:

 /s/ Bryan Cassaday

Name:

Bryan Cassaday

Title:

Chief Financial Officer

United States securities and exchange commission logo
May 17, 2024
Rajiv Shukla
Chief Executive Officer
Carmell Corporation
2403 Sidney Street, Suite 300
Pittsburgh, PA 15203
Re:Carmell Corporation
Registration Statement on Form S-1
Filed May 10, 2024
File No. 333-279329
Dear Rajiv Shukla:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Nicholas O'Leary at 202-551-4451 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Michael A. Hedge, Esq.

CORRESP
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CORRESP

 Alpha Healthcare Acquisition Corp. III

1177 Avenue of the Americas, 5th Floor

New York, New York 10036

June 22, 2023

 VIA EDGAR

Michael Fay

 Brian Cascio

Jessica Ansart

 Katherine Bagley

Office of Industrial Applications and Services

 Division of
Corporation Finance

 U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Alpha Healthcare Acquisition Corp. III

Acceleration Request for Registration Statement on Form S-4

File No. 333-269773

Requested Date:

June 23, 2023

Requested Time:

4:00 p.m. Eastern Time

 Dear Ms. Ansart:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Alpha Healthcare Acquisition Corp. III (the
“Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to June 23, 2023, at 4:00 p.m., Eastern Time, or as soon
thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it
is aware of its responsibilities under the Act.

 Once the Registration Statement is effective, please orally confirm the event with our
counsel, Goodwin Procter LLP by calling Jeffrey Letalien at (212) 459-7203. We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the effective
time and date of the Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: Jeffrey Letalien, by email at JLetalien@goodwinlaw.com.

If you have any questions regarding this request, please contact Jeffrey Letalien of Goodwin Procter LLP at (212) 459-7203.

Sincerely,

Alpha Healthcare Acquisition Corp. III

 /s/ Rajiv Shukla

Rajiv Shukla

Chief Executive Officer

cc:
 Jeffrey Letalien, Esq., Goodwin Procter LLP

Jocelyn Arel, Esq., Goodwin Procter LLP

Scott R. Jones, Esq., Troutman Pepper Hamilton Sanders LLP

CORRESP
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SEC Response Letter

 June 20, 2023

Michael Fay

 Brian Cascio

Jessica Ansart

 Katherine Bagley

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 Healthcare Acquisition Corp. III

 Amendment No. 4 to Registration Statement on Form S-4

 Filed June 8, 2023

 File No. 333-269773

Dear Ms. Ansart :

 This letter is submitted on
behalf of Alpha Healthcare 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 Amendment No. 4 to Registration Statement on Form S-4, filed on June 8, 2023 (the “Initial Registration Statement”),
as set forth in the Staff’s letter dated June 16, 2023 to Rajiv Shukla, the Company’s Chief Executive Officer and Chairman (this “Comment Letter”). The Company is concurrently filing its Amendment No. 5 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.

Amendment No. 4 to Registration Statement on Form S-4

Q: What is the expected per share value of the cash consideration to be received by Carmell in the Business Combination?, page 8

1. Please revise the information presented in your beneficial ownership table on page 9 as well as throughout the Registration Statement, including in your
Beneficial Ownership section beginning on page 232, to provide the beneficial ownership as of the most recent practicable date, as required by Item 403 of Regulation S-K. In addition, please
amend your disclosure throughout your prospectus to provide estimates as of a recent practicable date for the following: (1) the Exchange Ratio; (2) the total number of shares of New Carmell common stock expected to be issued in connection
with the business combination, and the percentage of New Carmell shares this amount will represent; (3) funds in the Trust Account and an estimated per share redemption price; (4) the voting power of the Sponsor and ALPA’s other
initial stockholders; (5) the current dollar value of the Sponsor’s and ALPA’s other initial stockholders’ securities; (6) the placeholders in the

 tables on page 9 and 10, and in the related footnotes; (7) the narrative disclosure on
page 11 describing the ownership percentages of certain shareholders based on different scenarios; (8) the number of shares issuable upon the exercise of warrants; and (9) the market price of the relevant warrants and common shares.
See Rule 430 of the Securities Act of 1933

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

 * * * * *

Should you have any further comments or questions with regard to the foregoing, please contact the undersigned at (212) 459-7203.

 Sincerely,

/s/ Jeffrey A. Letalien

Jeffrey A. Letalien, Esq.

cc:
 Rajiv Shukla, Alpha Healthcare Acquisition Corp. III

 Scott R. Jones, Troutman Pepper Hamilton Sanders LLP

United States securities and exchange commission logo
June 16, 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
Amendment No. 4 to Registration Statement on Form S-4
Filed June 8, 2023
File No. 333-269773
Dear Rajiv Shukla:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our June 5, 2023 letter.
Amendment No. 4 to Registration Statement on Form S-4
Q: What is the expected per share value of the cash consideration to be received by Carmell in
the Business Combination?, page 8
1.Please revise the information presented in your beneficial ownership table on page 9 as
well as throughout the Registration Statement, including in your Beneficial Ownership
section beginning on page 232, to provide the beneficial ownership as of the most recent
practicable date, as required by Item 403 of Regulation S-K.  In addition, please amend
your disclosure throughout your prospectus to provide estimates as of a recent practicable
date for the following: (1) the Exchange Ratio; (2) the total number of shares of New
Carmell common stock expected to be issued in connection with the business
combination, and the percentage of New Carmell shares this amount will represent; (3)

 FirstName LastNameRajiv Shukla
 Comapany NameALPHA HEALTHCARE ACQUISITION CORP III
 June 16, 2023 Page 2
 FirstName LastName
Rajiv Shukla
ALPHA HEALTHCARE ACQUISITION CORP III
June 16, 2023
Page 2
funds in the Trust Account and an estimated per share redemption price; (4) the voting
power of the Sponsor and ALPA's other initial stockholders; (5) the current dollar value of
the Sponsor's and ALPA's other initial stockholders' securities; (6) the placeholders in the
tables on page 9 and 10, and in the related footnotes; (7) the narrative disclosure on page
11 describing the ownership percentages of certain shareholders based on different
scenarios; (8) the number of shares issuable upon the exercise of warrants; and (9) the
market price of the relevant warrants and common shares. See Rule 430 of the Securities
Act of 1933.
            You may contact Michael Fay at 202-551-3812 or Brian Cascio at 202-551-3676 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jessica Ansart at 202-551-4511 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Jocelyn M. Arel, Esq.

CORRESP
1
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SEC Response Letter

 June 8,
2023

 Michael Fay

Brian Cascio

 Jessica Ansart

Katherine Bagley

 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 Healthcare Acquisition Corp. III

 Amendment No. 3 to Registration Statement on Form S-4

 Filed May 26, 2023

 File No. 333-269773

Dear Ms. Ansart :

 This letter is submitted on
behalf of Alpha Healthcare 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 Amendment No. 3 to Registration Statement on Form S-4, filed on May 26, 2023 (the “Initial Registration Statement”),
as set forth in the Staff’s letter dated June 5, 2023 to Rajiv Shukla, the Company’s Chief Executive Officer and Chairman (this “Comment Letter”). The Company is concurrently filing its Amendment No. 4 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 references in the description of the Staff’s comment refers to the Initial Registration Statement, and the page references 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.

Amendment No. 3 to Registration Statement on Form S-4

Q: What is the expected per share value of the cash consideration to be received by Carmell in the Business Combination?, page 9

1. We note your disclosure describing your table on page 9 as “a calculation of the net cash per New Carmell common stock resulting from the proceeds
of the Trust Account.” Please amend your disclosure to show the potential impact of redemptions on the per share value of the shares owned by non-redeeming shareholders at each redemption level, taking
into account not only the money in the trust account, but the post transaction equity value of the combined company. Your disclosure should show the impact of certain equity issuances on the per share value of the shares, including the exercises of
public and private warrants under each redemption scenario.

 RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure
in the table on page 9 of the Amended Registration Statement to illustrate the sources of total cash expected to be available as of the closing of the Business Combination and details as to the shares to be outstanding as of the closing of the
Business Combination and to add a second sub-table reflecting the potential cash proceeds of exercises of warrants and use of the ELOC, as well as the potential shares outstanding as a result of such exercises or issuances pursuant to the ELOC, in
response to the Staff’s comment. The Company has revised related disclosures on pages 10, 11, 27, 136, 147, 148, 150, 231, and 232 of the Amended Registration Statement in response to the Staff’s comment.

 Background of the Business Combination Negotiations with Carmell, page 83

2. We note your response to comment 2, and your amended disclosure on page 86, including the following:

•

 “Pursuant to the Common Stock Purchase Agreement and subject to the satisfaction of the conditions set
forth in the Common Stock Purchase Agreement, the Combined Company will have the right, after the Closing Date from time to time, to sell to such an investor up to $25.0 million worth of shares of New Carmell Common Stock subject to certain
limitations and conditions set forth in the Common Stock Purchase Agreement;” and

•

 “The Common Stock Purchase Agreement will provide for a Commitment Fee in the amount of $218,750 payable
in shares of New Carmell Common Stock.”

 Please amend your disclosure to provide additional detail about the conditions set
forth in the Common Stock Purchase Agreement, including any discount to market price to be paid by the investor for New Carmell shares. In addition, revise your prospectus summary to describe the agreement, including the commitment fee payable to
the investor in the form of commitment shares and any other material terms, and update your estimated ownership percentages upon completion of the business combination throughout your filing to account for the estimated commitment shares. Finally,
please include a separate, specific risk factor to address the potential dilutive effect of your equity line agreement with the investor.

RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on pages 30, 88, 119, 121, and 134 of the Amended Registration
Statement to provide an expanded description of the ELOC and pages 34 and 68 of the Amended Registration Statement to add risks related to the ELOC in response to the Staff’s comment. The Company has also filed the form of Common Stock Purchase
Agreement as Exhibit 10.33 to the Amended Registration Statement.

 * * * * *

Should you have any further comments or questions with regard to the foregoing, please contact the undersigned at (212) 459-7203.

Sincerely,

/s/ Jeffrey A. Letalien

Jeffrey A. Letalien, Esq.

cc:
 Rajiv Shukla, Alpha Healthcare Acquisition Corp. III

 Scott R. Jones, Troutman Pepper Hamilton Sanders LLP

United States securities and exchange commission logo
June 5, 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
Amendment No. 3 to Registration Statement on Form S-4
Filed May 26, 2023
File No. 333-269773
Dear Rajiv Shukla:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our May 18, 2023 letter.
Amendment No. 3 to Registration Statement on Form S-4
Q: What is the expected per share value of the cash consideration to be received by Carmell in
the Business Combination?, page 9
1.We note your disclosure describing your table on page 9 as "a calculation of the net cash
per New Carmell common stock resulting from the proceeds of the Trust
Account."  Please amend your disclosure to show the potential impact of redemptions on
the per share value of the shares owned by non-redeeming shareholders at each
redemption level, taking into account not only the money in the trust account, but the post-
transaction equity value of the combined company. Your disclosure should show the
impact of certain equity issuances on the per share value of the shares, including the
exercises of public and private warrants under each redemption scenario.

 FirstName LastNameRajiv Shukla
 Comapany NameALPHA HEALTHCARE ACQUISITION CORP III
 June 5, 2023 Page 2
 FirstName LastName
Rajiv Shukla
ALPHA HEALTHCARE ACQUISITION CORP III
June 5, 2023
Page 2
Background of the Business Combination
Negotiations with Carmell, page 83
2.We note your response to comment 2, and your amended disclosure on page 86, including
the following:

•"Pursuant to the Common Stock Purchase Agreement and subject to the satisfaction
of the conditions set forth in the Common Stock Purchase Agreement, the Combined
Company will have the right, after the Closing Date from time to time, to sell to such
an investor up to $25.0 million worth of shares of New Carmell Common Stock
subject to certain limitations and conditions set forth in the Common Stock Purchase
Agreement;" and

•"The Common Stock Purchase Agreement will provide for a Commitment Fee in the
amount of $218,750 payable in shares of New Carmell Common Stock."

Please amend your disclosure to provide additional detail about the conditions set forth in
the Common Stock Purchase Agreement, including any discount to market price to be
paid by the investor for New Carmell shares.  In addition, revise your prospectus summary
to describe the agreement, including the commitment fee payable to the investor in the
form of commitment shares and any other material terms, and update your estimated
ownership percentages upon completion of the business combination throughout your
filing to account for the estimated commitment shares.  Finally, please include a separate,
specific risk factor to address the potential dilutive effect of your equity line agreement
with the investor.
            You may contact Michael Fay at (202) 551-3812 or Brian Cascio at (202) 551-3676 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jessica Ansart at (202) 551-4511 or Katherine Bagley at (202) 551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Jocelyn M. Arel, Esq.

CORRESP
1
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CORRESP

 May 26, 2023

Michael Fay

 Brian Cascio

Jessica Ansart

 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 Healthcare Acquisition Corp. III

Amendment No. 2 to Registration Statement on Form S-4

Filed May 5, 2023

File No. 333-269773

 Dear Ms. Ansart :

This letter is submitted on behalf of Alpha Healthcare 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 Amendment No. 2 to Registration Statement on Form S-4, filed on May 5, 2023 (the “Initial Registration Statement”), as set forth in the Staff’s letter dated May 18, 2023 to Rajiv Shukla, the Company’s Chief Executive Officer and
Chairman (this “Comment Letter”). The Company is concurrently filing its Amendment No. 3 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.

 Amendment No. 2 to Registration Statement on Form S-4

 Proposal 1: The Business Combination Proposal Interests of the Sponsor and ALPA’s Directors and Officers
in the Business Combination , page 98

 1. We note your response to comment 6 and reissue the comment. We note that you now state on page 98 that the
Board noted that the interests of the Sponsor “has been materially altered in the following respects” and then you go on to discuss those alterations. Please revise to clarify how the Board considered the Sponsor’s interests and other
conflicts of interest in negotiating and recommending the business combination.

 RESPONSE: The Company respectfully advises the Staff that it has
revised the disclosure on pages 87 and 100 of the Amended Registration Statement in response to the Staff’s comment.

 Equity Line of Credit (ELOC) Financing Agreement, page 115

2. We note that in May 2023, you entered into a Letter of Intent for a Common Stock Purchase Agreement with an Investor. Please revise your Background of
the Business Combination section 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, including the ELOC, and, as
applicable, the negotiation/marketing processes. Please also revise your disclosure here to include all material terms of the ELOC, including any termination provisions for the investor. Finally, please file the ELOC Agreement, Letter of Intent as
well as the Registration Rights Agreement as exhibits to the proxy/registration statement or advise.

 RESPONSE: The Company respectfully advises
the Staff that it has filed the Letter of Intent for a Common Stock Purchase Agreement with an Investor as an Exhibit to the Amended Registration Statement. The Company further advises the Staff that it has updated the disclosures on pages 86,
117-119, as well as the Exhibits on page II-6 of the Amended Registration Statement in response to the Staff’s comment to provide further information regarding the need to obtain additional financing and
to provide termination provisions related to the ELOC. With the addition of the termination provisions to the Amended Registration Agreement, the Company advises the Staff that all material terms of the ELOC Agreement have been disclosed.

Material U.S. Federal Income Tax Consequences, page 116

3. We note your response to comment 7 and we reissue the comment. We note your revised disclosure on page 120 stating “[e]xcept as otherwise noted, the
following discussion is based upon the Merger being a reorganization within the meaning of section 368(a) of the Code” and your statement that “[i]f the Merger qualifies as a reorganization within the meaning of section 368(a) of the Code,
a U.S. Holder will generally not recognize gain or loss for U.S. federal income tax purposes…” Please revise your prospectus disclosure to provide a firm conclusion regarding treatment of the transaction under Section 368(a) and
remove language stating that certain material tax consequences will “generally” apply. In addition, please clearly state that the conclusion is the opinion of counsel. Please also remove any statement that assumes the material tax
consequences at issue (e.g., “If the Merger qualifies as a reorganization within the meaning of Section 368(a) of the Code”). To the extent the opinion is subject to uncertainty, counsel may provide a “should’ or “more
likely than not” opinion and explain why a “will” opinion cannot be given and describe the degree of uncertainty. For guidance, please refer to Sections III.B.2, III.C.3. and III.C.4 of Staff Legal Bulletin No. 19.

RESPONSE: The Company respectfully advises the Staff that, pursuant to our telephone conversations with Jessica Ansart on May 23, 2023 and May 24,
2023 regarding the Staff’s third comment set forth in the Comment Letter to the Initial Registration Statement, no changes to the disclosure on the Material U.S. Federal Income Tax Consequences related to the Business Combination are necessary.

 * * * * *

Should you have any further comments or questions with regard to the foregoing, please contact the undersigned at (617) 570-1879.

Sincerely,

/s/ Laurie A. Burlingame

Laurie A. Burlingame, Esq.

cc:
 Rajiv Shukla, Alpha Healthcare Acquisition Corp. III

Scott R. Jones, Troutman Pepper Hamilton Sanders LLP

United States securities and exchange commission logo
May 18, 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
Amendment No. 2 to Registration Statement on Form S-4
Filed May 5, 2023
File No. 333-269773
Dear Rajiv Shukla:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our April 3, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-4
Proposal 1: The Business Combination Proposal
Interests of the Sponsor and ALPA's Directors and Officers in the Business Combination , page
98
1.We note your response to comment 6 and reissue the comment. We note that you now
state on page 98 that the Board noted that the interests of the Sponsor “has been materially
altered in the following respects” and then you go on to discuss those alterations. Please
revise to clarify how the Board considered the Sponsor’s interests and other conflicts of
interest in negotiating and recommending the business combination.

 FirstName LastNameRajiv Shukla
 Comapany NameALPHA HEALTHCARE ACQUISITION CORP III
 May 18, 2023 Page 2
 FirstName LastName
Rajiv Shukla
ALPHA HEALTHCARE ACQUISITION CORP III
May 18, 2023
Page 2
Equity Line of Credit (ELOC) Financing Agreement, page 115
2.We note that in May 2023, you entered into a Letter of Intent for a Common Stock
Purchase Agreement with an Investor. Please revise your Background of the Business
Combination section 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, including the ELOC, and, as applicable, the
negotiation/marketing processes. Please also revise your disclosure here to include all
material terms of the ELOC, including any termination provisions for the investor.
Finally, please file the ELOC Agreement, Letter of Intent as well as the Registration
Rights Agreement as exhibits to the proxy/registration statement or advise.
Material U.S. Federal Income Tax Consequences , page 116
3.We note your response to comment 7 and we reissue the comment. We note your revised
disclosure on page 120 stating “[e]xcept as otherwise noted, the following discussion is
based upon the Merger being a reorganization within the meaning of section 368(a) of the
Code” and your statement that “[i]f the Merger qualifies as a reorganization within the
meaning of section 368(a) of the Code, a U.S. Holder will generally not recognize gain or
loss for U.S. federal income tax purposes…” Please revise your prospectus disclosure to
provide a firm conclusion regarding treatment of the transaction under Section 368(a) and
remove language stating that certain material tax consequences will “generally” apply. In
addition, please clearly state that the conclusion is the opinion of counsel. Please also
remove any statement that assumes the material tax consequences at issue (e.g., "If the
Merger qualifies as a reorganization within the meaning of Section 368(a) of the Code").
To the extent the opinion is subject to uncertainty, counsel may provide a "should' or
"more likely than not" opinion and explain why a "will" opinion cannot be given and
describe the degree of uncertainty. For guidance, please refer to Sections III.B.2, III.C.3.
and III.C.4 of Staff Legal Bulletin No. 19.
            You may contact Michael Fay at 202-551-3812 or Brian Cascio at 202-551-3676 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jessica Ansart at 202-551-4511 or Celeste Murphy at 202-551-3257 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Laurie Burlingame, Esq.

United States securities and exchange commission logo
May 17, 2023
Rajiv Shukla
Chief Executive Officer and Chairman
Alpha Healthcare Acquisition Corp. III
1177 Avenue of the Americas
New York, NY 10036
Re:Alpha Healthcare Acquisition Corp. III
Form 10-K For the fiscal year ended December 31, 2022
Filed March 17, 2023
File No. 001-40228
Dear Rajiv Shukla:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

CORRESP
1
filename1.htm

CORRESP

 Goodwin Procter LLP

620 Eighth Avenue
New York, NY 10018

 T: 212.813.8800

goodwinprocter.com

 May 16, 2023

VIA EDGAR

 Office of Real Estate &
Construction

 Division of Corporation Finance

 U.S.
Securities and Exchange Commission

 100 F. Street, N.E.

Washington, D.C. 20549

 Re:

 Alpha Healthcare Acquisition Corp. III

 Form 10-K for the year ended
December 31, 2022 Filed March 17, 2023

 File No. 001-40228

 Ladies and Gentlemen:

This letter is being submitted on behalf Alpha Healthcare Acquisition Corp. III (the “Company”) in response to the comment 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 Form 10-K
for the year ended December 31, 2022 filed on March 17, 2023 (the “Form 10-K”) as set forth in your letter dated May 15, 2023 (the “Comment Letter”).

The text of the Comment Letter has been reproduced herein with a response below the numbered comment. Defined terms used herein but not
otherwise defined shall have the meaning set forth in the Form 10-K, unless otherwise specified.

The responses provided herein are based upon information provided to Goodwin Procter LLP by the Company.

Form 10-K for the year ended December 31, 2022 filed March 17, 2023

Item 15

 Exhibits 31.1 and 31.2, page
71

1.
 We note that your certifications filed as Exhibits 31.1 and 31.2 do not include paragraph 4(b) and the
introductory language in paragraph 4 referring to internal control over financial reporting after the end of the transition period that allows these omissions. Please file an amendment to your annual report that includes certifications that conform
exactly to the language set forth within the Exchange Act Rule 13a-14(a). Please note that you may file an abbreviated amendment that consists of a cover page, explanatory note, signature page, and paragraphs
1, 2, 4, and 5 of the certification.

 RESPONSE: We respectfully advise the Staff that the Company has filed an amendment
to the Annual Report on Form 10-K for the year ended December 31, 2022, that include certifications that conform exactly to the language set forth within the Exchange Act Rule 13a-14(a).

 * * *

 Division of Corporation Finance

May 16, 2023

 Page 2

 If you have any questions or would like further information concerning the Company’s
responses to the Comment Letter, please do not hesitate to contact Thomas Levato at 212-459-7256 or TLevato@goodwinlaw.com.

 Sincerely,

 /s/ Thomas Levato

 Goodwin Procter LLP

cc:
 Michael Fay

Brian Cascio

 Securities and
Exchange Commission

 Rajiv Shukla

Patrick Sturgeon

 Alpha
Healthcare Acquisition Corp. III

United States securities and exchange commission logo
May 15, 2023
Rajiv Shukla
Chief Executive Officer and Chairman
Alpha Healthcare Acquisition Corp. III
1177 Avenue of the Americas
New York, NY 10036
Re:Alpha Healthcare Acquisition Corp. III
Form 10-K For the fiscal year ended December 31, 2022
Filed March 17, 2023
File No. 001-40228
Dear Rajiv Shukla:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K For the fiscal year ended December 31, 2022
Item 15
Exhibits 31.1 and 31.2, page 71
1.We note that your certifications filed as Exhibits 31.1 and 31.2 do not include paragraph
4(b) and the introductory language in paragraph 4 referring to internal control over
financial reporting after the end of the transition period that allows these omissions.
Please file an amendment to your annual report that includes certifications that conform
exactly to the language set forth within the Exchange Act Rule 13a-14(a).  Please note that
you may file an abbreviated amendment that consists of a cover page, explanatory note,
signature page, and paragraphs 1, 2, 4, and 5 of the certification.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

 FirstName LastNameRajiv Shukla
 Comapany NameAlpha Healthcare Acquisition Corp. III
 May 15, 2023 Page 2
 FirstName LastName
Rajiv Shukla
Alpha Healthcare Acquisition Corp. III
May 15, 2023
Page 2
            You may contact Michael Fay at 202-551-3812 or Brian Cascio, Accounting Branch
Chief, at 202-551-3676 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

CORRESP
1
filename1.htm

CORRESP

 May 5,
2023

Michael Fay

 Brian Cascio

Jessica Ansart

 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 Healthcare Acquisition Corp. III

Amendment No. 1 to Registration Statement on Form S-4

Filed March 23, 2023

File No. 333-269773

Dear Mr. Fay:

 This letter is submitted on
behalf of Alpha Healthcare 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 Amendment No. 1 to Registration Statement on Form S-4, filed on March 23, 2023 (the “Registration Statement”), as
set forth in the Staff’s letter dated April 3, 2023 to Rajiv Shukla, the Company’s Chief Executive Officer and Chairman (this “Comment Letter”). The Company is concurrently filing its Amendment No. 2 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 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.

Amendment No. 1 to Registration Statement on Form S-4, Filed
March 23, 2023

 Questions and Answers

Q: What interests do the current officers and directors of ALPA have in the Business Combination? page 6

1.
 We note your response to comment 42 and reissue the comment. Please revise to expressly state whether the
sponsor and its affiliates can earn a positive rate of return on their investment, even if other ALPA shareholders experience a negative rate of return in the post-business combination company.

RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on pages 7 and 99 of the Amended Registration Statement in response to
the Staff’s comment.

 Q: How do the Public Warrants differ from the Private Warrants, and what are the related risks for any
holder of Public Warrants, page 13

2.
 We note your response to comment 43 and reissue the comment in part. Clarify whether recent common stock
trading prices exceed the threshold that would allow the company to redeem public warrants.

 RESPONSE: The Company
respectfully advises the Staff that it has revised the disclosure on page 67of the Amended Registration Statement in response to the Staff’s comment.

Summary

 Conditions to Closing the Business
Combination, page 21

3.
 We note your response to comment 3 and we reissue the comment. Please revise to identify the Business
Combination Agreement closing conditions that are subject to waiver. To the extent that a waiver may have material consequences, please include a risk factor describing the potential impact of the waiver. For example, if approval for a Nasdaq
listing is waivable, include a discussion of the potential impact on liquidity.

 RESPONSE: The Company respectfully advises the
Staff that it has revised the disclosure on pages 21 through 23 of the Amended Registration Statement in response to the Staff’s comment.

Background of the Business Combination

 Negotiations
with Carmell, page 90

4.
 We note your response to comment 11 and reissue the comment, in part. 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. We note that you now discuss the “key negotiation points” between the
parties, however, it is not clear what proposals and counterproposals were made regarding these points and who the proposing party was.

RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on pages 82 and 83 of the Amended Registration Statement in response
to the Staff’s comment.

 Description of Fairness Opinion of Cabrillo, page 94

5.
 We note your response to comment 18. Please revise your disclosure here to include the description you have
provided in your response letter explaining how Cabrillo determined the range of implied enterprise values. Additionally, please discuss the basis on which Cabrillo decided to use the median and higher quartile of the clinical guideline public
companies to determine the implied enterprise value range for the Guideline Public Company Method, but instead used the lower quartile and median of the Phase II initial public offering comparables for the Initial Public Offering Method.
Furthermore, with respect to the Initial Public Offering Method, discuss the basis on which Cabrillo decided to use the midpoint of the lower quartile and median to determine the high indication.

RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on pages 92, 96 and 97 of the Amended Registration Statement in
response to the Staff’s comment.

 Interests of the Sponsor and ALPA’s Directors and Officers in the Business Combination, page 95

6.
 We note your response to comment 19 and reissue the comment in part. Please clarify how the board considered
those conflicts in negotiating and recommending the business combination.

 RESPONSE: The Company respectfully advises the Staff that
it has revised the disclosure on pages 98 and 99 of the Amended Registration Statement in response to the Staff’s comment.

 Material U.S. Federal
Income Tax Consequences, page 111

7.
 Please revise your prospectus disclosure in this section as well as elsewhere, such as on page 72, to
provide a firm conclusion regarding treatment of the transaction under Section 368(a) and remove language stating that it is intended that, or generally, certain material tax consequences will apply. In addition, please clearly state that the
conclusion is the opinion of counsel. Please also remove any statement that assumes the material tax consequences at issue (e.g., “Assuming the Merger qualifies as a reorganization within the meaning of Section 368(a) of the Code”).
Refer to Section III of Staff Legal Bulletin No. 19 for guidance.

 RESPONSE: The Company respectfully advises the Staff that it
has revised the disclosure on page 120 of the Amended Registration Statement in response to the Staff’s comment.

 Unaudited Pro Forma Condensed
Combined Financial Information, page 124

8.
 We note your revised disclosure in balance sheet adjustment (12) in response to prior comment 24 and
that you will enter into an equity type facility to fund transaction costs and the payoff of the convertible notes under the maximum redemption scenario. We defer review of your revised disclosure until you are able to provide pro forma adjustments
related to the facility.

 RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on pages 129
through 136 of the Amended Registration Statement in response to the Staff’s comment.

9.
 We have reviewed your revised disclosure in response to prior comment 24 and do not note the computations of
pro forma net tangible assets under both the No Redemption and Maximum Redemption Scenarios. In tabular form, please provide the computations of pro forma net tangible assets under both the No Redemption and Maximum Redemption Scenarios.

 RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on pages 129 through 136 of the Amended
Registration Statement in response to the Staff’s comment.

10.
 Please remove your 2021 pro forma condensed combined statement of operations and related disclosures. Refer
to Rule 11-02(c)(2)(i) of Regulation S-X, which states, in part, that pro forma condensed statements of comprehensive income must be filed for only the most recent
fiscal year and any subsequent interim period. Also refer to Rule 11-02(a)(6)(i)(B) of Regulation S-X which sets forth that pro forma statement of operations adjustments
that depict the effects of the pro forma balance sheet adjustments assume those adjustments were made as of the beginning of the fiscal year presented.

 RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on pages 129 through
136 of the Amended Registration Statement in response to the Staff’s comment.

11.
 We note in your revised disclosure in response to prior comment 25 that you will retain $5,000,001 in the
Trust account and ensure net tangible assets of at least $5,000,001. We defer review of this revised disclosure until completion of the pro forma financial statements.

RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on pages 129 through 136 of the Amended Registration Statement in
response to the Staff’s comment.

 Information about ALPA

Financial Position, page 159

12.
 We note your response to comment 27 and your revised disclosure on pages 130 and 159. We understand that the
underwriters in your SPAC IPO have waived the deferred underwriting commissions that would otherwise be due to them upon the closing of the business combination. Please disclose how this waiver was obtained, why the waiver was agreed to, and clarify
the SPAC’s current relationship with each of the underwriters BofA Securities, Inc. and PJT Partners LP. Revise your pro forma financial information and relevant disclosure referring to the payment of deferred underwriting commissions.

 RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on page 161 of the Amended Registration
Statement in response to the Staff’s comment.

 Products, page 172

13.
 We note your disclosure here and similar statements elsewhere in your prospectus, such as on page 177, state
that HEAL II “is powered to demonstrate superiority vs. standard of care.” Please revise to clarify how HEAL II is “powered to demonstrate superiority.” Given where HEAL II is in the development process, it is premature to state
or imply that it will be likely or more likely to achieve superior results.

 RESPONSE: The Company respectfully advises the Staff
that it has revised the disclosure on page 180 of the Amended Registration Statement in response to the Staff’s comment.

 Exhibits

14.
 We note your response to comment 39 and reissue the comment, in part. We note that many exhibits from the
IPO filing were not included, such as, for example, the Warrant Agreement and Registration Rights Agreement. Please revise to include all of these documents as exhibits.

RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on pages II-5 through II-7 of the Amended Registration Statement in response to the Staff’s comment.

 * * * * *

 Should you have any further comments or questions with regard to the foregoing, please
contact the undersigned at (617) 570-1879.

Sincerely,

/s/ Laurie A. Burlingame

Laurie A. Burlingame, Esq.

cc:
 Rajiv Shukla, Alpha Healthcare Acquisition Corp. III

Patrick Sturgeon, Alpha Healthcare Acquisition Corp. III

United States securities and exchange commission logo
April 3, 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
Amendment No. 1 to Registration Statement on Form S-4
Filed March 23, 2023
File No. 333-269773
Dear Rajiv Shukla:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our March 13, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-4
Questions and Answers
Q: What interests do the current officers and directors of ALPA have in the Business
Combination?, page 6
1.We note your response to comment 42 and reissue the comment. Please revise to
expressly state whether the sponsor and its affiliates can earn a positive rate of return on
their investment, even if other ALPA shareholders experience a negative rate of return in
the post-business combination company.

 FirstName LastNameRajiv Shukla
 Comapany NameALPHA HEALTHCARE ACQUISITION CORP III
 April 3, 2023 Page 2
 FirstName LastName
Rajiv Shukla
ALPHA HEALTHCARE ACQUISITION CORP III
April 3, 2023
Page 2
Q: How do the Public Warrants differ from the Private Warrants, and what are the related risks
for any holder of Public Warrants, page 13
2.We note your response to comment 43 and reissue the comment in part. Clarify whether
recent common stock trading prices exceed the threshold that would allow the company to
redeem public warrants.
Summary
Conditions to Closing the Business Combination, page 21
3.We note your response to comment 3 and we reissue the comment. Please revise to
identify the Business Combination Agreement closing conditions that are subject to
waiver. To the extent that a waiver may have material consequences, please include a risk
factor describing the potential impact of the waiver. For example, if approval for a Nasdaq
listing is waivable, include a discussion of the potential impact on liquidity.
Background of the Business Combination
Negotiations with Carmell, page 80
4.We note your response to comment 11 and reissue the comment, in part. 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. We note that you now discuss the "key negotiation points" between the
parties, however, it is not clear what proposals and counterproposals were made regarding
these points and who the proposing party was.
Description of Fairness Opinion of Cabrillo, page 94
5.We note your response to comment 18. Please revise your disclosure here to include the
description you have provided in your response letter explaining how Cabrillo determined
the range of implied enterprise values. Additionally, please discuss the basis on which
Cabrillo decided to use the median and higher quartile of the clinical guideline public
companies to determine the implied enterprise value range for the Guideline Public
Company Method, but instead used the lower quartile and median of the Phase II initial
public offering comparables for the Initial Public Offering Method. Furthermore, with
respect to the Initial Public Offering Method, discuss the basis on which Cabrillo decided
to use the midpoint of the lower quartile and median to determine the high indication.
Interests of the Sponsor and ALPA's Directors and Officers in the Business Combination, page
95
6.We note your response to comment 19 and reissue the comment in part. Please clarify
how the board considered those conflicts in negotiating and recommending the business
combination.

 FirstName LastNameRajiv Shukla
 Comapany NameALPHA HEALTHCARE ACQUISITION CORP III
 April 3, 2023 Page 3
 FirstName LastName
Rajiv Shukla
ALPHA HEALTHCARE ACQUISITION CORP III
April 3, 2023
Page 3
Material U.S. Federal Income Tax Consequences, page 111
7.Please revise your prospectus disclosure in this section as well as elsewhere, such as on
page 72, to provide a firm conclusion regarding treatment of the transaction under Section
368(a) and remove language stating that it is intended that, or generally, certain material
tax consequences will apply. In addition, please clearly state that the conclusion is the
opinion of counsel. Please also remove any statement that assumes the material tax
consequences at issue (e.g., "Assuming the Merger qualifies as a reorganization within the
meaning of Section 368(a) of the Code"). Refer to Section III of Staff Legal Bulletin No.
19 for guidance.
Unaudited Pro Forma Condensed Combined Financial Information, page 124
8.We note your revised disclosure in balance sheet adjustment (12) in response to prior
comment 24 and that you will enter into an equity type facility to fund transaction costs
and the payoff of the convertible notes under the maximum redemption scenario.  We
defer review of your revised disclosure until you are able to provide pro forma
adjustments related to the facility.
9.We have reviewed your revised disclosure in response to prior comment 24 and do not
note the computations of pro forma net tangible assets under both the No Redemption and
Maximum Redemption Scenarios.  In tabular form, please provide the computations of
pro forma net tangible assets under both the No Redemption and Maximum Redemption
Scenarios.
10.Please remove your 2021 pro forma condensed combined statement of operations and
related disclosures.  Refer to Rule 11-02(c)(2)(i) of Regulation S-X, which states, in part,
that pro forma condensed statements of comprehensive income must be filed for only the
most recent fiscal year and any subsequent interim period.  Also refer to Rule 11-
02(a)(6)(i)(B) of Regulation S-X which sets forth that pro forma statement of operations
adjustments that depict the effects of the pro forma balance sheet adjustments assume
those adjustments were made as of the beginning of the fiscal year presented.
11.We note in your revised disclosure in response to prior comment 25 that you will retain
$5,000,001 in the Trust account and ensure net tangible assets of at least $5,000,001.  We
defer review of this revised disclosure until completion of the pro forma financial
statements.
Information About ALPA
Financial Position, page 159
12.We note your response to comment 27 and your revised disclosure on pages 130 and 159.
We understand that the underwriters in your SPAC IPO have waived the deferred
underwriting commissions that would otherwise be due to them upon the closing of the
business combination. Please disclose how this waiver was obtained, why the waiver was

 FirstName LastNameRajiv Shukla
 Comapany NameALPHA HEALTHCARE ACQUISITION CORP III
 April 3, 2023 Page 4
 FirstName LastName
Rajiv Shukla
ALPHA HEALTHCARE ACQUISITION CORP III
April 3, 2023
Page 4
agreed to, and clarify the SPAC’s current relationship with each of the underwriters BofA
Securities, Inc. and PJT Partners LP. Revise your pro forma financial information and
relevant disclosure referring to the payment of deferred underwriting commissions.
Products, page 172
13.We note your disclosure here and similar statements elsewhere in your prospectus, such as
on page 177, state that HEAL II "is powered to demonstrate superiority vs. standard of
care." Please revise to clarify how HEAL II is "powered to demonstrate superiority."
Given where HEAL II is in the development process, it is premature to state or imply that
it will be likely or more likely to achieve superior results.
Exhibits
14.We note your response to comment 39 and reissue the comment, in part. We note that
many exhibits from the IPO filing were not included, such as, for example, the Warrant
Agreement and Registration Rights Agreement. Please revise to include all of these
documents as exhibits.
            You may contact Michael Fay at 202-551-3812 or Brian Cascio at 202-551-3676 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jessica Ansart at 202-551-4511 or Celeste Murphy at 202-551-3257 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Laurie Burlingame, Esq.

CORRESP
1
filename1.htm

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

United States securities and exchange commission logo
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

CORRESP
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VIA EDGAR

July 22, 2021

Mara Ransom

Division of Corporation Finance Office of Trade & Services

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

  Re:
  Alpha
Healthcare Acquisition Corp. III (the “Company”)

  Registration Statement on Form S-1 (File No. 333-253876)

Dear Ms. Ransom:

In accordance with Rule 461 under the Securities Act
of 1933, as amended (the “Act”), BofA Securities, Inc. and PJT Partners LP, as representatives of the several underwriters,
hereby join the Company in requesting that the Securities and Exchange Commission take appropriate action to cause the Registration Statement
on Form S-1 (File No. 333-253876) (the “Registration Statement”) to become effective on July 26, 2021, at 4:00 p.m. (ET),
or as soon as practicable thereafter.

Pursuant to Rule 460 of the General Rules and Regulations
under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus to underwriters,
dealers, institutions and others, prior to the requested effective time of the Registration Statement.

The undersigned advise that they have complied and
will continue to comply, and that they have been informed by the participating underwriters and dealers that they have complied with and
will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Remainder of Page Intentionally Left Blank]

    1

Very truly yours,

As Representatives of the several Underwriters

     BofA Securities, Inc.

     By:
      /s/ Michelle A.H. Allong

     Name: Michelle A.H. Allong

     Title: Authorized Signatory

     PJT Partners LP

     By:
     /s/ Michael O’Donovan

     Name: Michael O’Donovan

     Title: Authorized Signatory

    2

CORRESP
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July
22, 2021

Mara Ransom

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Alpha Healthcare Acquisition Corp. III

Registration Statement on Form S-1

File No. 333-253876

Dear Ms. Ransom,

Pursuant to Rule 461 under the Securities Act of
1933, as amended (the “Act”), Alpha Healthcare Acquisition Corp. III (the “Company”) hereby requests that the
effective date of the above referenced Registration Statement be accelerated so that it may become effective at 4:00 p.m., New York, NY
time, on July 26, 2021, or as soon as possible thereafter, unless we or our outside counsel, Goodwin Procter LLP, request by telephone
that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges
that it is aware of its responsibilities under the Act.

Once the Registration Statement is effective, please
orally confirm the event with our counsel, Goodwin Procter LLP by calling Thomas Levato at (212) 459-7256 and
that such effectiveness also be confirmed in writing to the addresses listed on the cover page of the Registration Statement.

If you have any questions regarding this request,
please contact Thomas Levato of Goodwin Procter LLP at (212) 459-7256.

[Remainder of Page Intentionally Left Blank]

    Sincerely,

    /s/ Rajiv Shukla

    Rajiv Shukla

cc:	Thomas Levato, Goodwin Procter LLP

CORRESP
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July
19, 2021

Mara
Ransom

Division
of Corporation Finance

Office
of Trade & Services

Securities
and Exchange Commission

100
F Street, N.E.

Washington, D.C. 20549

    Re:
    Alpha Healthcare Acquisition Corp. III

    Amendment No. 3 to Registration Statement on Form S-1

    Filed July 12, 2021

    File No. 333-253876

Dear
Ms. Hayes:

This
letter is submitted on behalf of Alpha Healthcare 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 Amendment No. 3 to Registration Statement on Form S-1, filed on
July 12, 2021 (the “Registration Statement”), as set forth in the Staff’s letter dated July 16, 2021 to Rajiv
Shukla, the Company’s Chief Executive Officer and Chairman (this “Comment Letter”). The Company is concurrently
filing its Amendment No. 4 to Registration Statement on Form S-1 (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 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.

Amendment
No. 3 to Registration Statement on Form S-1 filed July 12, 2021

General

1. We
                                            note your disclosure that your anchor investors have each indicated an interest in purchasing
                                            up to 9.9% of the units in the offering, up to an aggregate of approximately $100 million
                                            of units in this offering. Revise your disclosure to identify the anchor investors. In light
                                            of the significant number of units that will be purchased if each of the anchor investors
                                            fulfills their commitment, also revise your disclosures elsewhere in the prospectus to reflect
                                            the total number and percentage of shares that may be held by the anchor investors, your
                                            sponsor and officers and directors, with a view to putting into context statements such as
                                            “a smaller portion of affirmative votes from other public shareholders would be required
                                            to approve [y]our initial business combination.”

Response:
The Company respectfully acknowledges the Staff’s comment and in response has revised the disclosure on the cover page and pages
12, 13, 36, 113, 114 and 117 of Amendment No. 4.

2. Please
                                            file the agreements between the sponsor and the anchor investors as exhibits to the registration
                                            statement, given the provisions that relate to you that appear to be contained in the exhibits.

Response:
The Company respectfully acknowledges the Staff’s comment and in response has filed the agreements between the sponsor and the
anchor investors as Exhibit 10.9 and 10.10 of Amendment No. 4.

*
* * * *

    2

Should
you have any further comments or questions with regard to the foregoing, please contact the undersigned at (212) 459-7256.

    Sincerely,

    /s/ Thomas S. Levato

    Thomas S. Levato

cc:	Rajiv
Shukla, Alpha Healthcare Acquisition Corp. III

3

United States securities and exchange commission logo
July 16, 2021
Rajiv Shukla
Chairman and Chief Executive Officer
ALPHA HEALTHCARE ACQUISITION CORP III
1177 Avenue of the Americas
5th Floor
New York, NY 10036
Re:ALPHA HEALTHCARE ACQUISITION CORP III
Amendment No. 3 to Registration Statement on Form S-1
Filed July 12, 2021
File No. 333-253876
Dear Mr. 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.
Amendment No. 3 to Registration Statement on Form S-1 Filed July 12, 2021
General
1.We note your disclosure that your anchor investors have each indicated an interest in
purchasing up to 9.9% of the units in the offering, up to an aggregate of approximately
$100 million of units in this offering.  Revise your disclosure to identify the anchor
investors.  In light of the significant number of units that will be purchased if each of the
anchor investors fulfills their commitment, also revise your disclosures elsewhere in the
prospectus to reflect the total number and percentage of shares that may be held by the
anchor investors, your sponsor and officers and directors, with a view to putting into
context statements such as "a smaller portion of affirmative votes from other public
shareholders would be required to approve [y]our initial business combination."

 FirstName LastNameRajiv Shukla
 Comapany NameALPHA HEALTHCARE ACQUISITION CORP III
 July 16, 2021 Page 2
 FirstName LastName
Rajiv Shukla
ALPHA HEALTHCARE ACQUISITION CORP III
July 16, 2021
Page 2
2.Please file the agreements between the sponsor and the anchor investors as exhibits to the
registration statement, given the provisions that relate to you that appear to be contained in
the exhibits.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Mara Ransom at 202-551-3264 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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Alpha Healthcare Acquisition Corp. III

1177 Avenue of the Americas, 5th Floor

New York, New York 10036

March 24, 2021

VIA EDGAR

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100
F. Street, N.E.

Washington,
D.C. 20549

Attention:
Daniel Morris

    Re:
    Alpha Healthcare Acquisition Corp. III

    Acceleration Request for Registration Statement on Form S-1

    File No. 333-253876

Dear
Mr. Morris:

Reference
is made to our letter, filed as correspondence via EDGAR on March 23, 2021, in which we requested the acceleration of the effective date
of the above-referenced Registration Statement to March 24, 2021, at 4:15 p.m. Eastern Time, in accordance with Rule 461 under the Securities
Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at such time and we hereby
formally withdraw our request for acceleration of the effective date to March 24, 2021.

[Remainder
of page left intentionally blank]

If
you have any questions regarding this request, please contact Thomas Levato of Goodwin Procter LLP at (212) 459-7256.

    Sincerely,

    Alpha Healthcare Acquisition Corp. III

    /s/ Patrick A. Sturgeon

    Patrick A. Sturgeon

    Chief Financial Officer

CORRESP
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VIA EDGAR

March 24, 2021

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Daniel Morris

Re:  Alpha Healthcare Acquisition Corp. III (the “Company”)

    Registration Statement on Form S-1 (File No. 333-253876)

Dear Mr. Morris:

BofA Securities, Inc. and PJT Partners LP, as representatives
of the several underwriters, hereby join the Company in requesting withdrawal of our previous request for acceleration of the above-referenced
Registration Statement, which was dated March 23, 2021. The undersigned hereby confirm that we are aware of our responsibilities under
the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they related to the proposed public offering
of Units of the Company specified in the above-referenced Registration Statement.

[Remainder of Page Intentionally Left Blank]

Very truly yours,

As Representatives of the several Underwriters

     BofA Securities, Inc.

     By:
     /s/ Michele Allong

     Name: Michele Allong

     Title: Authorized Signatory

     PJT Partners LP

     By:
      /s/ Michael O’Donovan

     Name: Michael O’Donovan

     Title: Authorized Signatory

[Signature Page to Withdrawal of Acceleration Request
by Underwriters]

CORRESP
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Alpha Healthcare Acquisition Corp. III

1177 Avenue of the Americas, 5th Floor

New York, New York 10036

March 23, 2021

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Daniel Morris

    Re:
    Alpha Healthcare Acquisition Corp. III

    Acceleration Request for Registration Statement on Form S-1

    File No. 333-253876

    Requested Date:
    March 24, 2021

    Requested Time:
    4:15 p.m. Eastern Time

Dear Mr. Morris:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended (the “Act”), Alpha Healthcare Acquisition Corp. III (the “Company”) hereby
requests that the effective date of the above-referenced registration statement (the “Registration Statement”)
be accelerated to March 24, 2021, at 4:15 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel,
Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making
this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act. Please be advised that
the acceleration request that was originally submitted on March 18, 2021 in connection with the Registration Statement was orally
withdrawn on March 22, 2021.

Once the Registration Statement is effective,
please orally confirm the event with our counsel, Goodwin Procter LLP by calling Thomas Levato at (212) 459-7256. We also respectfully
request that a copy of the written order from the Securities and Exchange Commission verifying the effective time and date of the
Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: Thomas Levato, by email at tlevato@goodwinlaw.com.

[Remainder of page left intentionally blank]

If you have any questions regarding this request,
please contact Thomas Levato of Goodwin Procter LLP at (212) 459-7256.

    Sincerely,

    Alpha Healthcare Acquisition Corp. III

    /s/ Patrick A. Sturgeon

    Patrick A. Sturgeon

    Chief Financial Officer

CORRESP
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VIA EDGAR

March 23, 2021

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Daniel Morris

    Re:
    Alpha Healthcare Acquisition Corp. III (the “Company”)

    Registration Statement on Form S-1 (File No. 333-253876)

Dear Mr. Morris:

In accordance with Rule 461 under the Securities Act of 1933, as
amended (the “Act”), BofA Securities, Inc. and PJT Partners LP, as representatives of the several underwriters, hereby
join the Company in requesting that the Securities and Exchange Commission take appropriate action to cause the Registration Statement
on Form S-1 (File No. 333-253876) (the “Registration Statement”) to become effective on March 24, 2021, at 4:15 p.m.
(ET), or as soon as practicable thereafter. Please be advised that the acceleration request that was originally submitted on March
18, 2021 in connection with the Registration Statement was orally withdrawn on March 22, 2021.

Pursuant to Rule 460 of the General Rules and
Regulations under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary
prospectus to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.

The undersigned advise that they have complied
and will continue to comply, and that they have been informed by the participating underwriters and dealers that they have complied
with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Remainder of Page Intentionally Left Blank]

Very truly yours,

As Representatives of the several Underwriters

BofA Securities, Inc.

    By:
    /s/ Michelle A.H. Allong

    Name: Michelle A.H. Allong

    Title: Authorized Signatory

PJT Partners LP

    By:
    /s/ Michael O’Donovan

    Name: Michael O’Donovan

    Title: Authorized Signatory

[Signature Page to Acceleration Request by
Underwriters]

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Alpha Healthcare Acquisition Corp. III

1177 Avenue of the Americas, 5th Floor

New York, New York 10036

March 18, 2021

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Daniel Morris

    Re:
    Alpha Healthcare Acquisition Corp. III

    Acceleration Request for Registration Statement on Form S-1

    File No. 333-253876

    Requested Date:
    March 22, 2021

    Requested Time:
    4:15 p.m. Eastern Time

Dear Mr. Morris:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended (the “Act”), Alpha Healthcare Acquisition Corp. III (the “Company”) hereby
requests that the effective date of the above-referenced registration statement (the “Registration Statement”)
be accelerated to March 22, 2021, at 4:15 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel,
Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making
this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

Once the Registration Statement is effective,
please orally confirm the event with our counsel, Goodwin Procter LLP by calling Thomas Levato at (212) 459-7256. We also respectfully
request that a copy of the written order from the Securities and Exchange Commission verifying the effective time and date of the
Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: Thomas Levato, by email at tlevato@goodwinlaw.com.

[Remainder of page left intentionally blank]

If you have any questions regarding this request,
please contact Thomas Levato of Goodwin Procter LLP at (212) 459-7256.

    Sincerely,

    Alpha Healthcare Acquisition Corp. III

    /s/ Patrick A. Sturgeon

    Patrick A. Sturgeon

    Chief Financial Officer

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VIA EDGAR

March 18, 2021

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Daniel Morris

    Re:
    Alpha Healthcare Acquisition Corp. III (the “Company”)

    Registration Statement on Form S-1 (File No. 333-253876)

Dear Mr. Morris:

In accordance with Rule 461 under the Securities
Act of 1933, as amended (the “Act”), BofA Securities, Inc. and PJT Partners LP, as representatives of the several underwriters,
hereby join the Company in requesting that the Securities and Exchange Commission take appropriate action to cause the Registration
Statement on Form S-1 (File No. 333-253876) (the “Registration Statement”) to become effective on March 22, 2021, at
4:15 p.m. (ET), or as soon as practicable thereafter.

Pursuant to Rule 460 of the General Rules and
Regulations under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary
prospectus to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.

The undersigned advise that they have complied
and will continue to comply, and that they have been informed by the participating underwriters and dealers that they have complied
with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Remainder of Page Intentionally Left Blank]

Very truly yours,

As Representatives of the several Underwriters

 BofA Securities, Inc.

    By:
    /s/ Michelle A.H. Allong

    Name: Michelle A.H. Allong

    Title: Authorized Signatory

 PJT Partners LP

    By:
    /s/ Michael O’Donovan

    Name: Michael O’Donovan

    Title: Authorized Signatory

[Signature Page to Acceleration Request by
Underwriters]