Alpha Healthcare Acquisition Corp. III
PROPOSED BUSINESS COMBINATION: Carmell Therapeutics Corporation
ENTERPRISE VALUE: $188.39 million
ANTICIPATED SYMBOL: CTCX
Alpha Healthcare Acquisition Corp. III proposes to combine with Carmell Therapeutics Corporation, a Phase 2-stage biotechnology platform company developing allogeneic plasma-based biomaterials for bone and soft tissue healing indications.
- Carmell Therapeutics, is a Phase 2 stage biotechnology platform company developing allogeneic plasma-based biomaterials that are designed to boost innate regenerative pathways across a variety of bone and soft tissue indications.
- The Company received FDA clearance for a Phase 2-stage clinical trial designed to study accelerated healing and reduced infections in open tibia (shinbone) fractures with intramedullary rodding.
- The Company expects to initiate a Phase 2 trial for Foot/Ankle Fusion in Q3, 2023.
- Pre-clinical development is also underway in Spinal Fusion, Dental Bone Graft Substitute, Androgenetic Alopecia, Surgical/Chronic Wound Healing and Cosmetic Skin Rejuvenation.
SUBSEQUENT EVENT – 7/10/23 – LINK
- Non-Redemption Agreement:
- The SPAC entered into a non-redemption agreement with Meteora Capital in exchange for them agreeing not to redeem an aggregate of 100,000 shares
- Forward Purchase Agreement:
- The SPAC entered into a forward purchase agreement with Meteora Capital for an OTC Equity Prepaid Forward Transaction
- Meteora may purchase up to a number of shares of Alpha Class A common stock before the closing of the Business Combination, equal to 9.5% of the total number of outstanding shares of Alpha Common Stock as of the Closing (the “Number of Shares”), with the remaining Number of Shares to be purchased from the Combined Company at a price equal to the redemption price at which holders of Alpha Common Stock are permitted to redeem their shares in connection with the Business Combination (the “initial price”).
- Meteora will be paid directly an aggregate cash amount (the “Prepayment Amount”) equal to the product of:
- (i) the Number of Shares as set forth in the Pricing Date Notice (as defined in the Forward Purchase Agreements), and
- (ii) the Initial Price.
- The Reset Price shall initially be $11.50 and subject to a $11.50 floor (the “Reset Price Floor”).
- The Reset Price shall be adjusted on the first scheduled trading day of every week commencing with the first week following the seventh day after the closing of the Business Combination to be the lowest of (a) the then-current Reset Price, and (b) the VWAP Price of the shares of the Counterparty’s common stock of the prior week.
TRANSACTION
- Under the terms of the proposed transaction, Carmell’s shareholders will receive an aggregate of 15 million shares of ALPA’s Class A common stock in exchange for their existing Carmell shares, as contemplated by the terms of the business combination agreement.
- Assuming that no ALPA shareholders elect to redeem their shares, the market capitalization of the Combined Company will be approximately $328 million and it is estimated that the current shareholders of Carmell will own approximately 46% of the issued and outstanding shares in the Combined Company at closing.
- The Combined Company is expected to receive gross proceeds of approximately $154 million at the closing of the transaction assuming no redemptions.
- The transaction has been approved by each of ALPA’s and Carmell’s Board of Directors and is subject to the approval of ALPA and Carmell shareholders and other customary conditions.
- The transaction is expected to close in H1, 2023.
PIPE
- There is no PIPE for this Transaction.
LOCK-UP
Company & Sponsor:
- Company and Sponsor agree not to sell any shares of Buyer Class A Common Stock until the date that is 12 months after the Closing Date, except that:
- if the Closing Share Price is equal to or exceeds $12.00 for any 20 trading days within any period of 30 consecutive trading days beginning at least 150 days after the Closing Date, the lock-up will automatically terminate.
NOTABLE CONDITIONS TO CLOSING
- The obligations of the parties to consummate the Business Combination are subject to the satisfaction or waiver of certain customary closing conditions that:
- After giving effect to the transactions contemplated by the Business Combination Agreement, the Company has net tangible assets of at least $5,000,001 upon consummation of the Business Combination
- Carmell shall have paid off all amounts due under the 10% Original Issue Discount Senior Secured Convertible Notes, dated as of January 19, 2023.
NOTABLE CONDITIONS TO TERMINATION
- The Business Combination Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including, without limitation, (i) by the Company or Carmell, if the Closing has not occurred by June 30, 2023.
ADVISORS
- No advisors have been listed.
MANAGEMENT & BOARD
Executive Officers
Rajiv Shukla, 46
Chairman, Chief Executive Officer and Director
Mr. Shukla has two decades of buyouts, investments and operations experience in the healthcare industry. Since July 2020, Mr. Shukla has served as Chairman and Chief Executive Officer of Alpha Healthcare Acquisition Corp. (“AHAC”), a Nasdaq-listed special purpose acquisition company . Mr. Shukla is expected to serve as a director of Humacyte upon the closing of the business combination with AHAC, Mr. Shukla also served as Chairman and Chief Executive Officer of Constellation Alpha Capital Corp. (“CNAC”), a Nasdaq-listed special purpose acquisition company, from June 2017 to August 2019. Since August 2019, Mr. Shukla has served as an independent director on the board of directors of Ocunexus Therapeutics, a clinical stage biotech company. From June 2013 to May 2015, Mr. Shukla served as Chief Executive Officer of Pipavav Defence & Offshore Engineering Company (now Reliance Naval and Engineering Ltd.), an Indian listed shipbuilding and defense manufacturing company. In this role, he successfully implemented an extensive financial restructuring project and sold control to the Reliance ADA Group. Between 2008 and 2013, Mr. Shukla worked as an investor at ICICI Venture, Morgan Stanley Investment Management and Citi Venture Capital International. Throughout his investment career, Mr. Shukla has been involved with numerous investments in healthcare companies. As a private equity investor, Mr. Shukla was involved with numerous control and minority healthcare investments including a hospital roll-up platform comprising multiple control investments and significant minority stakes in tertiary care hospitals and outpatient treatment centers, a roll-up of specialty chemicals and animal health businesses, a U.S. based clinical research organization, a vaccine company, and three specialty pharma companies. From 2001 to 2006, Mr. Shukla served as Senior Director at Pfizer, Inc. (NYSE:PFE). In this role, he played a key role in several acquisitions including Pharmacia in 2003, Meridica in 2004, Vicuron Pharmaceuticals and Idun Pharmaceuticals in 2005, and Rinat Neuroscience in 2006. Mr. Shukla also led the operational integration of these organizations into Pfizer across multiple sites around the world. Mr. Shukla graduated from Harvard University with a Masters in Healthcare Management and Policy and received a Bachelors in Pharmaceutics from the Indian Institute of Technology.
Patrick A. Sturgeon, 45
Chief Financial Officer and Secretary
Mr. Sturgeon has nearly two decades of experience with M&A and equity capital market transactions in the healthcare and other sectors. Since July 2020, Mr. Sturgeon has served as Chief Financial Officer of AHAC. Since May 2020, Mr. Sturgeon has served as Chief Financial Officer of Brookline Capital Acquisition Corp., a Nasdaq-listed special purpose acquisition company. He has also served as a Managing Director at Brookline Capital Markets, a division of Arcadia Securities, LLC (“Brookline”) since March 2016. At Brookline, Mr. Sturgeon focuses on mergers and acquisitions, public financing, private capital raising, secondary offerings, and capital markets. On the public financing front, he focuses on SPAC transactions, primarily underwritten initial public offerings and initial business combinations. From July 2013 to February 2016, Mr. Sturgeon served as a Managing Director at Axiom Capital Management. He worked at Freeman & Co. from October 2002 to November 2011, where he focused on mergers and acquisitions in the financial services sector. Mr. Sturgeon received his B.S. in Economics from the University of Massachusetts, Amherst and his M.B.A. in Finance from New York University.
Board of Directors
Darlene T. DeRemer, 65
Director Nominee
Ms. DeRemer was a founding partner of Grail Partners LLC in 2005 until her retirement in 2019, where she served as a senior banker focusing on the asset management industry worldwide. Prior to founding Grail, Ms. DeRemer served as an investment banker at Putnam Lovell NBF from 2003 to 2005. Prior to becoming an investment banker at Putnam Lovell NBF, Ms. DeRemer Darlene spent twenty-five years as a leading adviser to the financial services industry, specializing in strategic marketing, planning, product design and the implementation of innovative service strategies, including operating her own strategy firm in asset management, DeRemer + Associates, the first consultancy focused on the U.S. mutual fund industry. From 1985 to 1987 Ms. DeRemer was vice president and director in the Asset Management Division of State Street Bank & Trust Company (now State Street Global Advisors) where she managed the $4 billion Pension Real Estate Department and developed marketing communications and client service programs. Prior to joining State Street, Ms. DeRemer was a vice president at T. Rowe Price & Associates from 1982 to 1985. Ms. DeRemer’s career started in strategic planning, at Tiger International and its subsidiary, Flying Tiger Airlines. Ms. DeRemer currently serves on the Syracuse University Board of Trustees and Investment and Endowment Committee, the board of directors of Confluence Technologies, LLC and as the ARK Investment ETF Trust chairman. She has previously has served on the Congressional task force which was instrumental in the passage of the Pension Portable Act of 1998 and she provided testimony to the U.S. General Accounting Office’s 2000 Mutual Fund Fee and Expense Study. Ms. DeRemer earned a BS in finance and marketing summa cum laude and MBA degree with distinction from Syracuse University.
Eugene L. Podsiadlo, 64
Director Nominee
Mr. Podsiadlo is a member of the board of trustees and chairperson of the audit committee for Esoterica Thematic ETF Trust. Since February 2019, Mr. Podsiadlo has been a shareholder and member of the board of advisors at The Singapore Forum, APAC Leadership Forum, Ltd. (London) and active in venture capital as an investor and consultant to early stage technology and financial companies. Mr. Podsiadlo was a member of the board of directors and partner at Wasatch Advisors, a privately-held global asset manager, with a focus on small- to mid-cap public companies around the world from 2001 to 2016, and a special advisor to its board of directors from 2017-2018. From 2001-2002, he was a director and audit committee member of American Capital Strategies (Nasdaq: ACAS), a mezzanine and senior debt financing company. Mr. Podsiadlo is a former partner/managing director of the global venture capital firm Warburg Pincus & Co. from 1991 to 2001. Mr. Podsiadlo was also partner of Warburg Pincus Asset Management, and president of Warburg Pincus Funds until the sale of the asset management division to Credit Suisse Group AG in 2000. Prior to the acquisition, Mr. Podsiadlo served as the co-chief executive officer of a joint venture with Credit Suisse Asset Management in Tokyo. Mr. Podsiadlo received a B.S. in Economics from The Wharton School, University of Pennsylvania and an M.B.A. from the University of Maryland.
William Woodward, 61
Director Nominee
Mr. Woodward is a serial entrepreneur, technology executive, and venture capitalist with over 35 years of investing and operating experience. Mr. Woodward currently serves as the managing general partner of Anthem Venture Partners, a venture capital firm that he solely founded in 1999 where he raised their initial $120 million fund. Through Anthem. Mr. Woodward has made significant early-stage direct investments in privately held companies that have achieved significant enterprise values such as: Scopely, VideoAmp, Surfair, Jiko, DailyPay and Indie Semiconductor. Mr. Woodward has served on the board of directors or as an advisor to a number of other technology companies, including: TrueCar, InterMix “MySpace”, Cognet Microsystems, Android (acquired by Google), Advanced Cell Technologies, Celenex, Launch Music and NevenVision. Prior to founding Anthem, Mr. Woodward was a part of Avalon, a $100 million venture capital fund where he served as a general partner managing the West Coast in the late 1990’s. Mr. Woodward founded Celenex, a gene-therapy company with a mission to cure neurodegenerative disorders in pediatrics in 2017 which was acquired by Amicus Therapeutics in 2018. In addition to Celenex, Mr. Woodward founded ImmunoVec Inc, a venture-backed gene-therapy company with a focus on curing rare pediatric genetic disorders of the immune system. Prior to Celenex and ImmunoVec, Mr. Woodward was also a co-founder Cognet Microsystems, a company building fiberoptic networks based on technology from the University of California Los Angeles, prior to its sale to Intel in 2001. Mr. Woodward also co-founded NevenVision in 2003 which was acquired by Google in 2006. In 1994 Mr. Woodward founded Pulse Entertainment, a maker of 3D games and character authoring software. Mr. Woodward served as the chief executive officer and chairman of the board through 1998. In addition to Pulse Entertainment, Mr. Woodward co-founded Launch Media Inc, which went public in 1999 and was later acquired by Yahoo in 2001 and became Yahoo Music. Mr. Woodward began his career in technology as the sole founder of Paracomp, a San Francisco based software publisher that was known for developing early desktop multimedia software applications, which he created in 1986. In 1991 Paracomp merged with Macromind to form MacroMedia. Mr. Woodward served as the chairman of the board and ran business development for the company prior to their acquisition by Adobe in in 2005.