ALPHA HEALTHCARE ACQUISITION CORP III
ALPA · OTC · formerly Carmell Corp
NO ACTION REQUIRED
Nothing left to do
The purchase completed and the shares became shares in the company it bought. There is no deadline left to miss.
Cash at settlement
No cash-per-share figure was filed for this vehicle before it finished.
Last close
Daily close
No price history on file yet — daily closes accumulate from the market data feed.
Trust settled · There is no line to draw here. This vehicle has finished: the cash was paid back or spent closing the deal, so the last filed figure describes an account that no longer exists and would be a floor under nothing.
SpacBrain’s read
Trust settled
The deal closed — SPAC shares became the target's shares, so there is no trust left to redeem (nobody missed a window; holders who wanted cash elected it at the vote).
In plain terms
- What it is
- A SPAC from Alpha Healthcare Acquisition (Shukla Rajiv), listed on OTC in July 2021.
- What it's doing now
- It agreed to buy Longevity Health Holdings, Inc.. That purchase completed, and it stopped being a SPAC — the shares became shares in the business it bought.
- What you should know
- This SPAC has finished. The purchase completed, and the shares became shares in the company it bought — anyone who wanted the cash instead asked for it at the vote, so there is no cash left here to claim and no deadline left to miss.
At a glance
- Where it stands
- Closed (deSPAC)
- The business it bought
- Longevity Health Holdings, Inc.
- Industry
- the deal record does not name the target's industry yet
- Deal value
- not stated in the filings we hold
- Price vs cash at settlement
- no live price on file
- Cash in trust when it settled
- not yet extracted into a snapshot — the filings below may state it
- the last trust total filed while this was still a SPAC — the account has since been paid out or used to close the deal
- IPO
- 27 July 2021
- size not on file
- Headquarters
- 2403 SIDNEY STREET, SUITE 300, PITTSBURGH, PA, 15203
- registered in Delaware
- Lead underwriter
- not extracted from the prospectus yet
- Key officers
- Ajjarapu J. Ram (Chief Executive Officer) · Bracken-Ferguson Kendra (Chief Executive Officer) · Cassaday Bryan J. (Chief Financial Officer)
- Listed securities
- ALPA common
This vehicle has finished, so there is no window to file a cash-per-share figure for and none will follow. No estimate is shown in its place.
At the 11 July 2023 event.
Nothing dated is on file. That is an absence in the record, not a statement that nothing is coming.
Yield to redemption
Nothing left to redeem — no yield to compute.
This SPAC has finished — its trust was paid back or used to close the deal, so there is nothing left to redeem and no yield to compute. A yield to redemption is a claim that you can hand these shares back for the trust cash. That account is closed, so this page will not print a number here.
What happened to the cash
The reasoning behind the verdict above, in the order the filings establish it.
- The deal closed — SPAC shares became the target's shares, so there is no trust left to redeem (nobody missed a window; holders who wanted cash elected it at the vote).
What has happened, and what is coming
2 dated milestonesEvery dated step from the day it listed to the next date you may have to act on. Where you have to do something, the day your broker needs the instruction is marked too.
- 27 July 2021IPOpassed
IPO size not on file
redemption rate not stated in the filing
The deal
terms as filedWhat it is buying, on what terms, and how much of the combined company new shares take from you.
- closedDeal structureSEC-primary — BCA 8-K / S-4 / DEFM14A
- PIPE
- ≈ $3M · unsourced
- Break fee
- $2M
PIPE terms — instrument, coupon, conversion price and any reset floor — are not sourced for this deal. The size above is itself unsourced — a stored figure no filing we hold states — so neither the size nor the terms should be read as cited.
stated in:0000950170-25-066995
Who has already taken their money back
1 filed eventEach time shareholders were offered their cash back, some took it. Heavy cash-outs drain the account and shrink the number of shares left — whatever remains has to carry the deal.
Worst single event
—
no filing states a pre-event share count
Shares redeemed, all events
1.71M
across every filed redemption event
Every figure below is stated in the linked filing; nothing here is estimated.
- Jul 11, 2023Deal voteno rate statedredeemed 1.71M sh0000950170-24-126725
The score
deterministic, from filed fieldsALPA is not in the scored universe, so no score is shown. A withheld score is a fact about the record, not a verdict about the company.
The score is only published for names that carry both a price and a filed cash-per-share figure — 292 of the tracked fleet today. The rest keep an empty dial rather than a modelled one, and fill in by themselves as the fields land.
The company
from SEC filingsRead the full profile
ALPHA HEALTHCARE ACQUISITION CORP III was a blank-check company whose common stock traded on the Nasdaq Stock Market under the ticker ALPA. The company priced its initial public offering on July 27, 2021, pursuant to a registration statement on Form S-1 filed March 4, 2021 under SEC file number 333-253876, which registered shares sold for cash. The registrant self-described as a blank-check company in its 424B4 prospectus and carried SEC SIC industry code 2840. On July 20, 2023, the company filed an 8-K reporting a change in shell company status under item 5.06, establishing that it had completed a business combination and no longer files as a blank-check vehicle. EDGAR now lists the entity under CIK 0001842939 as Longevity Health Holdings, Inc.
Material findings
from the full read of every filingEvery document this company files gets read whole — body and exhibits. These are the ones the read flagged as material, newest first, each citing its filing.
The 8-K discloses that a settlement exists but states no settlement amount, payment terms or release scope — those are only in the exhibit, which is not part of this document's text.
A note that matured in January 2023 is replaced by one due February 2028 at the same 10% rate, and the holder's warrant is exchanged for a further $1,100,000 of senior secured debt — converting a potential equity claim into a fixed obligation secured over the company's assets and intellectual property. The confession of judgment shortens the path from default to enforcement.
Total assets of $1.06 million stand against $9.59 million of current liabilities, and the cash balance is $35,471 — the company's ability to pay its accounts payable from its own resources is not visible on this balance sheet. The contingent liability doubled in six months and a litigation settlement loss was recognised in the quarter.
The consideration has two parts and only one of them is certain: shares at an Exchange Ratio calculated under the agreement, plus a CVR whose entire value is contingent on an earnout that caps at 402,744 shares in aggregate across all holders. A CVR pays only 'if, as and when payable', so it should never be counted as consideration received at closing. The earnout share cap is anti-dilution protected against splits and recapitalisations, which fixes its economic size rather than its share count. The numeric Exchange Ratio is not in the extracted portion and must be read from page 79 onward.
Ratios as wide as 1-for-30 imply the stock is trading near three cents, and holding the authorized count fixed at 250,000,000 while cutting outstanding shares to roughly one million creates room for issuance of hundreds of times the post-split float. That is the real consequence for ALPA-legacy holders: the split does not dilute by itself, but the untouched authorization plus a fresh Nasdaq 5635(d) warrant approval sets up dilution that dwarfs the current share count.
A second 180-day period is available only if the company then meets the market value of publicly held shares requirement and all other Nasdaq Capital Market initial listing standards apart from bid price, and gives written notice of intent to cure. Common stock and redeemable warrants continue to trade as CTCX and CTCXW. Registrant is the post-combination company Carmell, recorded here under the SPAC ticker ALPA.
Show 6 more material filings
Those 12,146,460 shares are stated to represent approximately 38.06% of the combined company assuming no redemptions and 66.19% assuming maximum redemptions — the same fixed consideration, a swing of nearly thirty points depending on what other holders do. A Nasdaq listing for the New Carmell common stock is a closing condition, but the filing says there can be no assurance it is met and that the parties may waive it and close anyway. Each ALPA unit holds one Class A share and one-fourth of one warrant, and the units will not trade on Nasdaq after closing.
A holder reading this version knows the ceiling on issuance and little else — not the exchange ratio, not how many New Carmell shares Carmell's holders receive, and not what proportion that leaves ALPA's own stockholders with under either redemption scenario. Listing of the New Carmell common stock on Nasdaq is a closing condition the filing says there can be no assurance of meeting, and which the parties may waive and close regardless. Each ALPA unit carries one Class A share and one-fourth of one warrant, and the units will not trade after closing.
The registered ceiling of 15,000,000 shares is the only quantity a holder can take from this version; the exchange ratio that would turn it into a per-share outcome is not stated. Carmell's preferred stock converts into common at its own conversion ratio and is then multiplied by the same Exchange Ratio, and Carmell's options and warrants convert at that ratio with exercise prices divided by it. A Nasdaq listing for the New Carmell common stock is a closing condition the filing says there can be no assurance of meeting, and which the parties may waive and close regardless.
The approval language repays reading literally: the agreement was approved by all of the members of ALPA's board of directors voting on the transaction, which is not the same as by the whole board. Carmell's preferred converts as if first converted into common at its applicable conversion ratio and then multiplied by the Exchange Ratio, and each option and warrant converts at the Exchange Ratio with its exercise price divided by that same ratio, in each case rounded down to the nearest whole share — so holders of small positions bear the rounding.
15,000,000 shares is the registered ceiling and it is fixed at this first amendment, so an ALPA holder can size the dilution. Carmell's common stock converts at the Exchange Ratio, and its preferred converts as if first converted into common at its applicable conversion ratio and then multiplied by that same Exchange Ratio, so the preferred's own conversion terms feed straight through into the share count. Board approval is stated as by all of the members voting on the transaction rather than by the whole board.
The registered ceiling is stated but nothing that turns it into a holding is: the Exchange Ratio is blank, the expected share issuance is blank, and the two ownership percentages — assuming no redemptions and assuming maximum redemptions — are both blank, so the range this transaction could produce is not disclosed at all. Nasdaq listing of the New Carmell common stock is a closing condition the parties may waive, and ALPA's units, each one Class A share and one-fourth of a warrant, stop trading after the combination.
Filings
live EDGAR feedEverything this company has filed with the SEC recently, newest first, each with a plain summary of what changed and why it matters.
What changed: Item 8.01 8-K of Longevity Health Holdings, Inc., filed under Alpha Healthcare Acquisition Corp III's CIK. The company states that on August 17, 2026 it issued a press release announcing the settlement of litigation with Puritan Partners LLC; the press release is furnished as Exhibit 99.1. The cover page states no securities are registered under Section 12(b). Why it matters: The 8-K discloses that a settlement exists but states no settlement amount, payment terms or release scope — those are only in the exhibit, which is not part of this document's text.
What changed: The 10-Q filed under Commission file number 001-40228 is that of Longevity Health Holdings, Inc. for the quarter ended June 30, 2026, with no securities registered under Section 12(b) and 2,475,321 shares outstanding as of August 13, 2026. Cash fell to $35,471 from $706,740 at December 31, 2025 and total assets to $1,055,248 from $2,367,027, while total liabilities rose to $9,754,695 from $8,233,900 — including accounts payable of $5,039,806 and a contingent liability of $2,350,000 against $1,175,845 — leaving a stockholders' deficit of $8,699,447. Why it matters: Total assets of $1.06 million stand against $9.59 million of current liabilities, and the cash balance is $35,471 — the company's ability to pay its accounts payable from its own resources is not visible on this balance sheet. The contingent liability doubled in six months and a litigation settlement loss was recognised in the quarter.
going-concern doubtnothing moved · 1 with no prior record of ours
- Going-concern doubt
- stated · unchanged
The clause …“to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These unaudited condensed consolidated financial statements do not include any”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
Show the other 10 filings
What changed: Longevity Health Holdings, Inc. filed as Exhibit 10.4 a securities purchase agreement dated August 13, 2026 among itself, its wholly owned subsidiary Carmell Regen Med Corporation (formerly Carmell Therapeutics) and a purchaser. Under a same-dated debt assignment and assumption agreement the company assumed Carmell Regen's obligations under an existing 10% original-issue-discount senior secured convertible note due January 19, 2023 in principal amount of $1,250,000. Why it matters: A note that matured in January 2023 is replaced by one due February 2028 at the same 10% rate, and the holder's warrant is exchanged for a further $1,100,000 of senior secured debt — converting a potential equity claim into a fixed obligation secured over the company's assets and intellectual property. The confession of judgment shortens the path from default to enforcement.
going-concern doubtnothing moved · 1 with no prior record of ours
- Going-concern doubt
- stated · unchanged
The clause …“to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These unaudited condensed consolidated financial statements do not include any”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
mandate language, going-concern doubtnothing moved · 2 with no prior record of ours
- Mandate language
- not previously extractedfocus our efforts on the commercialization of our cosmetic s…
- Going-concern doubt
- stated · unchanged
The clause …“and adversely affect our business. • Management has concluded that there is substantial doubt about our ability to continue as a going concern. • We may become involved in litigation that may materially adversely affect us. • We face”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
The sponsor
The people who set this company up, what they have done before, and the advisers around the deal.
Deal completion: 2/2 resolved vehicles closed a deal (100%); 0 liquidated, 0 terminated. No measured post-close outcome yet, so completion credit is NOT gated — missing data is never a penalty. Small sample — the shrink below keeps this near neutral.
Mixed record · low confidence
The record
The reference detail — how the shares were structured at listing, how thinly they trade, and where the company is registered.
Show the reference detail
Unit structure
from 424B3 0001437749-26-028122
Trading & liquidity
Company profile
Directors & officers
- Ajjarapu J. RamChief Executive Officer
- Bracken-Ferguson KendraChief Executive Officer
- Cassaday Bryan J.Chief Financial Officer
- Spenlehauer GillesDirector
- Sturgeon Patrick ADirector
- Upton Richard ADirector
- Gregory KathrynDirector
Institutional holders
from SC 13G/13DFunds that have declared a stake above 5%. Heavy ownership by arbitrage funds usually means heavy cash-outs at the next vote.
Show the declared stakes
10 filers with a stake on file · 0 re-affirmed in the last 12 months. A stake with no amendment since is the filer’s last word on it, not proof it is still held — and percentages filed in different years are percentages of different floats, because this vehicle’s share count collapses at every redemption.
- BALYASNY ASSET MANAGEMENT LLCwith 13 other reporting persons on the same schedule9.3% · SC 13G/AFeb 14, 2024 stale
- Newlin Investment Co 1, LLCwith 1 other reporting person on the same schedule5.4% · SC 13GFeb 6, 2024 stale
- SANDSTONE Asset Management4.9% · SC 13G/AApr 18, 2024 stale
- Antara Capital LPwith 2 other reporting persons on the same schedule1.6% · SC 13G/AFeb 14, 2024 stale
- Linden Capital L.P.with 2 other reporting persons on the same schedule1.6% · SC 13G/AFeb 7, 2024 stale
- INTEGRATED CORE STRATEGIES (US) LLCwith 4 other reporting persons on the same schedule1.0% · SC 13G/AFeb 5, 2024 stale
- P SCHOENFELD ASSET MANAGEMENT LPwith 1 other reporting person on the same schedule0.5% · SC 13G/AFeb 14, 2024 stale
- METEORA CAPITAL, LLCwith 1 other reporting person on the same schedule0.0% · SC 13G/ADec 6, 2024 stale
- Sculptor Capital LP0.0% · SC 13G/AFeb 14, 2024 stale
- UBS OCONNOR LLCnot stated · SC 13G/AFeb 12, 2024 stale
One line per filer, not per reporting person: a joint schedule names the management company, its funds and often the individual who controls them, and all of them report the same shares. Click a name for that filer’s whole footprint across every SPAC it has declared a stake in.
News
company wires and the financial pressReporting we have matched to this ticker. Headlines belong to the outlets that wrote them.
Show the headlines
- Longevity Health Holdings Announces Merger with True Health Inc. and Termination of 20/20 Biolabs Agreement
Nasdaqundated by the source
Sources on file
harvested pages, kept in fullEvery public page we have read about this company, stored in full so a source can never go missing.
Show the sources
34 full SEC filing texts archived — searchable, never lost.
- Vault note — ALPA (ALPHA HEALTHCARE ACQUISITION CORP III)
vault-note · /vault/tickers/ALPA
- Vault deal note — Longevity Health Holdings, Inc. (ALPA)
vault-note · /vault/deals/longevity-health-holdings-inc
- XAGE Stock Price, News & Analysis | Longevity Health
news · stocktitan.net
- Longevity Health Holdings (OTCPK:XAGE) - Stock Analysis - Simply Wall St
news · simplywall.st
- Who we are | Longevity Health Plan
company-site · longevityhealthplan.com
- Longevity Health Plan |
company-site · longevityhealthplan.com
In plain English
tap a term to open itEvery piece of jargon this page could have used, and what it actually means.
Open the plain-English guide
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Broker action datethe day your broker needs the instruction — earlier than the official date
Brokers batch redemption instructions to the transfer agent, so the practical cutoff is roughly two business days before the published deadline. This is the date that actually costs people the floor.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Trust discountbuying below the cash held for you
Only meaningful while a redemption right exists. On a floorless name the same arithmetic is not a discount, it is the market pricing distress, and this product will not call it a yield.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
ARShow much upside you get per unit of downside
SpacBrain's asymmetric-return score. It is deterministic — the same inputs always produce the same number — and it is capped, not zeroed, when the floor is gone.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.
Accreted NAV (estimate)the last filed cash figure, plus the interest it should have earned since
A model, not a filing: last filed value compounded at the 3-month T-bill for the days elapsed. Always shown in italic with the word estimate, and never printed beside a filed number without it.
Ask the brain
from its filingsData provenance & audit trail5 internal entries
Written by SpacBrain’s data agents whenever a figure is captured, corrected or flagged, and kept verbatim so every number on this page can be traced back to the filing that states it. This is a running log, not the current record: an early entry may be superseded by a later correction — the panels above always hold the current values.
admitted from EDGAR's QUARTERLY FORM INDEX, walked without any SIC filter. The SIC 6770 census could not reach this registrant: EDGAR reassigns a shell's SIC the day it stops being one, and this CIK now files under 2840 (Soap, Detergents, Cleang Preparations, Perfumes, Cosmetics). The screen found it by filing SHAPE instead — S-1 2021-03-04 → 8-A12B 2021-03-16 → 424B4 2021-07-27 — which nothing rewrites. Admission rule: src/lib/universe-admit.ts. SIC 2840 + self-described blank check in 424B4 0001213900-21-038819; 424B 0001213900-21-038819 priced 2021-07-27 under S-1 0001213900-21-013445 (file 333-253876, an offering for cash); common ticker ALPA off 10-K 0001193125-23-073837 (2023-03-17); lifecycle EXITED. The pricing prospectus was filed under SEC file number 333-253876, which belongs to S-1 0001213900-21-013445 (2021-03-04) — a registration of shares sold for CASH, which is what makes it an IPO rather than merger consideration. Blank-check status from the registrant's own first-person sentence in that prospectus (EDGAR full-text search, 424B4 2021-07-27). Ending PROVEN, not inferred: CLOSED per 8-K 0001193125-23-190559 (2023-07-20) — 8-K item 5.06 "Change in Shell Company Status" (EDGAR item index, items: 1.01,2.01,3.03,5.01,5.02,5.03,5.05,5.06,7.01,9.01). EDGAR now files this CIK as "Longevity Health Holdings, Inc." — the SPAC's own name is kept here and the successor is the target. ipoSizeM and deadline left NULL: gross-proceeds prose conflates the over-allotment with the offering, and a charter deadline belonging to a vehicle that has ended is a date nobody can act on. ipoDate is the 424B pricing date.
sponsor "AHAC Sponsor III LLC" (SEC CIK 0001842917) sourced from Form 3 reportingOwner (10% owner) acc 0001213900-21-038863.
[CLOSED-RENAME] EDGAR CIK 0001842939 records "ALPHA HEALTHCARE ACQUISITION CORP III" ending 2023-07-20; the registrant continues as "Longevity Health Holdings, Inc.". The rename is the SEC's own record of what the vehicle became, keyed by CIK. Closed 2023-07-20. No deal value is set — a rename says what was acquired, never for how much. No date column is set: Deal has announcedAt, voteDate and expectedCloseAt and nowhere to record an actual close, so the SEC's date is kept here until that column exists. [DEAL-STRUCTURE-MINED] pipeSizeM=3.00095, terminationFeeM=2 from primary filings (0000950170-25-066995).
entity created from the filed target name; no About paragraph on file, so every other field awaits a sourced read
pipeBasis set to UNSOURCED: the size came from the research seed / an earlier record and no filing we hold states it — surfaces now label it "unsourced"; an LLM re-read to FILED replaces this when credits allow