Alpha Healthcare Acquisition Corp. III, a special purpose acquisition company led by Mr. Rajiv Shukla, today announced the successful completion of its business combination (the “Business Combination”) with Carmell Therapeutics Corporation, a Phase 2 stage regenerative medicine platform company developing allogeneic plasma-based biomaterials for active soft tissue repair, aesthetics and orthopedic indications (“Carmell”).

The resulting combined company, Carmell Therapeutics Corporation, is expected to commence trading of its shares of common stock and warrants on the Nasdaq Capital Market® under the ticker symbols “CTCX” and “CTCXW,” respectively, on July 17, 2023. Mr. Shukla will serve as Executive Chairman and Mr. Randy Hubbell will serve as Chief Executive Officer of the combined company.

Per the terms of the Merger Agreement, Axolotl’s shareholders will receive $65 million in Initial Equity Value (structured as $8 million in cash and $57 million in CTCX stock at Closing), plus up to $75 million in potential Milestone Equity Payments (structured as 12% cash and 88% in CTCX stock) linked with the achievement of certain revenue and business milestones.

Shares received by Axolotl’s shareholders in the Merger Agreement will be locked up for 12 months following closing. Upon the Closing, Axolotl will operate as wholly owned subsidiary of Carmell.

Upon the Closing, all full-time employees are expected to remain with Carmell except for Mr. Josh Sandberg, CEO of Axolotl who shall serve as Strategic Advisor to the Executive Chairman of Carmell. Transaction Closing is subject to completion of customary approvals and other customary conditions.

“I look forward to working with Josh and the Axolotl team to accelerate our goal of building Carmell into an Industry-leading regenerative medicine company through a combination of in-house product development, bolt-on acquisitions and business development aimed at aesthetics/soft tissue and orthopedic indications,” says Rajiv Shukla, the Executive Chairman of Carmell.