United States securities and exchange commission logo
July 29, 2021
Rajiv Shukla
Chairman and Chief Executive Officer
Alpha Healthcare Acquisition Corp.
1177 Avenue of the Americas
5th Floor
New York, NY 10036
Re: Alpha Healthcare
Acquisition Corp.
Amendment No. 3 to
Registration Statement on Form S-4
Filed July 23, 2021
File No. 333-254597
Dear Mr. 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 July
15, 2021 letter.
Amendment No. 3 to Registration Statement on Form S-4
Redemption Rights of AHAC Stockholders, page 9
1. We note your disclosure
that based on funds in the Trust Account of approximately
$100,031,770 on the
Record Date, the estimated per share redemption price would have
been approximately
$9.95. Based on your disclosure on page 69, the estimated per share
redemption price
appears to have been calculated using 10,050,000 outstanding Public
Shares instead of the
10,000,000 shares issued in your Initial Public Offering. Please
provide us with an
explanation of why the estimated per share redemption price may be
less than $10.00 and
revise your disclosure as appropriate.
Rajiv Shukla
Alpha Healthcare Acquisition Corp.
July 29, 2021
Page 2
You may contact Michael Fay at 202-551-3812 or Jeanne Baker at
202-551-3691 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Margaret Schwartz at 202-551-7153 or Tim Buchmiller at 202-551-3635
with any other
questions.
Sincerely,
FirstName LastNameRajiv Shukla
Division of Corporation
Finance
Comapany NameAlpha Healthcare Acquisition Corp.
Office of Life Sciences
July 29, 2021 Page 2
cc: Laurie A. Burlingame, Esq.
FirstName LastName