ALPHA HEALTHCARE ACQUISITION CORP. III Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of

ALPHA HEALTHCARE ACQUISITION

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Shareholders and Board of Directors of

Alpha Healthcare Acquisition Corp. III

Opinion on the Financial

We have audited the accompanying

balance sheet of Alpha Healthcare Acquisition Corp. III (the "Company") as of July 29, 2021 and the related notes (collectively

referred to as the "financial statement"). In our opinion, the financial statement presents fairly, in all material respects,

the financial position of the Company as July 29, 2021, in conformity with accounting principles generally accepted in the United States

This financial statement is the responsibility of

the Company's management. Our responsibility is to express an opinion on the Company's financial statement based on our audit. We are

a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required

to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations

of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards

of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement

is free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform,

an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal

control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control

over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess

the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to

those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.

We have served as the Company's auditor since 2021.

Healthcare Acquisition Corp. III

The accompanying notes are an integral part

of the financial statement.

ALPHA HEALTHCARE ACQUISITION CORP. III

NOTES TO FINANCIAL STATEMENT

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Alpha Healthcare Acquisition Corp. III is a blank

check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition,

stock purchase, reorganization or similar business combination with one or more businesses (the "Business Combination"). The

Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, initiated any

substantive discussions, directly or indirectly, with any Business Combination target. While the Company may pursue an initial Business

Combination target in any business or industry, it intends to focus its search on companies in the healthcare industry.

The Company has selected December 31 as its fiscal

As of July 29, 2021, the Company had not yet commenced

any operations. All activity from January 21, 2021 (inception) through July 29, 2021, relates to the Company's formation and the

Public Offering (as defined below).

The registration statement for the Company's

Public Offering was declared effective on July 26, 2021. On July 29, 2021, the Company consummated the Initial Public Offering of 15,000,000

units (the "Units" and, with respect to the shares of Class A common stock included in the Units sold, the "Public Shares"),

at $10.00 per Unit, generating gross proceeds of $150,000,000, which is described in Note 3.

Simultaneously with the closing of the Initial Public

Offering, the Company consummated the sale of 455,000 Units (each, a "Private Placement Unit" and, collectively, the "Private

Placement Units") at a price of $10.00 per Private Placement Unit in a private placement to AHAC Sponsor III LLC (the "Sponsor"),

generating gross proceeds of $4,550,000, which is described in Note 4.

Transaction costs amounted to $3,353,143, consisting

of $3,000,000 of underwriting fees and $353,143 of other offering costs. The Company has also accrued underwriting fees of $5,250,000

that will be paid only if a business combination is entered into. In addition, cash of $1,550,000 was held outside of the Trust Account

(as defined below) and is available for the payment of offering costs and for working capital purposes.

Following the closing of the Initial Public Offering

on July 29, 2021, an amount of $150,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering

and the sale of the Private Placement Units was placed in a trust account (the "Trust Account"), invested in U.S. government

securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in

any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company

Act of 1940, as amended (the "Investment Company Act"), as determined by the Company. Except for the withdrawal of interest

income to pay the income taxes, the Company's amended and restated certificate of incorporation and subject to the requirements

of law and regulation, provides that none of the funds held in the Trust Account will be released from the Trust Account until the earliest

of (a) the completion of the Company's initial Business Combination, (b) the redemption of the public shares if the Company

is unable to consummate an initial Business Combination within 24 months from the closing of the Public Offering (the "Combination

Period"), subject to applicable law, and (c) the redemption of the Company's public shares properly submitted in connection

with a stockholder vote to approve an amendment to the Company's amended and restated certificate of incorporation to modify the

substance or timing of the Company's obligation to redeem 100% of its public shares if the Company has not consummated an initial

Business Combination within the Combination Period or with respect to any other material provisions relating to stockholders' rights

or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company's

creditors, if any, which could have priority over the claims of the Company's public stockholders.

The Company's management has broad discretion

with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds are

intended to be generally applied toward consummating a Business Combination.

The Company's Business Combination must be

with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account

(as defined below) (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the interest earned on

the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete

an initial Business Combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities

of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment

company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide its public stockholders

with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either

(i) in connection with a stockholder meeting called to approve the initial Business Combination or (ii) by means of a tender

offer. The decision as to whether the Company will seek stockholder approval of a proposed initial Business Combination or conduct a tender

offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares at a per-share price,

payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation

of the initial Business Combination, including interest (net of taxes payable), divided by the number of then outstanding public shares.

The amount in the Trust Account is initially anticipated to be $10.00 per public share. The per share amount the Company will distribute

to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the

The shares of common stock subject to redemption

will be recorded at a redemption value and classified as temporary equity upon the completion of the Public Offering, in accordance with

Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity." In such case, the

Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior

to or upon consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding

shares voted are voted in favor of the Business Combination.

If the Company is unable to complete a Business

Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as

promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable