Financial Performance - For the three months ended June 30, 2023, the company reported a net income of $317,511, primarily due to $1,867,614 in dividend and interest income earned in the Trust Account[144]. - For the six months ended June 30, 2023, the company achieved a net income of $893,578, driven by $3,542,896 in dividend and interest income, offset by $1,917,944 in general and administrative costs[145]. - The increase in dividend and interest income for the three months ended June 30, 2023, compared to the same period in 2022, was attributed to rising interest rates[144]. - The company has not generated any operating revenues since its inception and has primarily relied on non-operating income from the Trust Account[143]. Acquisitions and Transactions - The company completed the AxBio Acquisition on August 9, 2023, issuing 3,845,337 shares of common stock and 4,243 shares of Series A Convertible Voting Preferred Stock as part of the consideration[141]. - The total consideration for the AxBio Acquisition included up to approximately $8.0 million in cash and up to $66.0 million in shares of common stock subject to performance-based earn-out[139]. - The company completed the Business Combination on July 14, 2023, receiving $29,376,282 from the Trust Account after redemptions[150]. - The company incurred $9,897,599 in transaction costs during its IPO, which generated gross proceeds of $150,000,000[147]. Financial Position - As of June 30, 2023, the company had a cash balance of $10,243 available for working capital needs, with a working capital deficit of $4,045,630[146]. - Cash available may not be sufficient to operate for at least 12 months, necessitating potential additional capital raises through equity or debt[151]. - The company has no long-term debt or significant liabilities other than a monthly fee of $10,000 for administrative services[149]. Compliance and Regulatory Matters - The company received a notice from Nasdaq regarding non-compliance with the Minimum Public Holders Rule but regained compliance by the Closing Date[152][153]. - There are substantial doubts about the company's ability to continue as a going concern, with no adjustments made in financial statements for potential recovery of assets[154]. Accounting and Reporting - No significant changes to critical accounting estimates and assumptions were noted during the three and six months ended June 30, 2023[155]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[157]. - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years post-IPO[159]. Administrative Costs - The company’s general and administrative costs increased due to activities related to the Business Combination and the AxBio Acquisition[145].

Financial Performance - For the three months ended March 31, 2023, the company reported a net income of $576,067, primarily due to $1,675,392 in dividend and interest income earned in the Trust Account [127]. - The company incurred $9,897,599 in transaction costs related to its IPO, including $3,000,000 in underwriting fees [129]. - As of March 31, 2023, the company had cash of $16,133, negative working capital of $2,495,637, and an accumulated deficit of $6,713,509 [138]. - The company raised gross proceeds of $150,000,000 from its IPO by issuing 15,000,000 Units at a price of $10.00 per Unit [129]. - The company has not generated any operating revenues to date and does not expect to do so until the completion of its initial Business Combination [126]. Business Combination and Compliance - The company has until July 29, 2023, to consummate its initial Business Combination, or it will face mandatory liquidation [139]. - The company intends to use substantially all funds held in the Trust Account to complete its Business Combination [132]. - The company may need to raise additional capital through loans or investments to meet its working capital needs [138]. - The company received a notice from Nasdaq indicating non-compliance with the Minimum Public Holders Rule, giving it 45 days to submit a compliance plan [140]. Administrative Costs and Reporting - The company has incurred general and administrative costs of $756,466 for the three months ended March 31, 2023, an increase from $535,142 for the same period in 2022 [127]. - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act as an "emerging growth company" for a period of five years post-IPO [148]. - The company may not be required to provide an auditor's attestation report on internal controls over financial reporting under Section 404 of the Sarbanes-Oxley Act [148]. - The company is exempt from certain executive compensation disclosures required for non-emerging growth public companies under the Dodd-Frank Act [148]. - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures [149].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 001-40228 Alpha Healthcare Acquisition Corp. III (Exact name of Registrant as specified in its charter) Delaware 85-16 ...