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

ALPHA HEALTHCARE ACQUISITION CORP. III

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

Healthcare Acquisition Corp. III

Opinion on the Financial Statement

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 of July 29, 2021, in conformity with accounting

principles generally accepted in the United States of America.

Restatement of the Previously Issued Financial Statement

As discussed in Note 2 to the financial statement, the accompanying financial statement as of July 29 2021 has been restated.

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.

August 4, 2021, except for the effects of

the restatement discussed in Note 1, Note 2, Note 3, Note 4, Note 5, Note 6, Note 7 and Note 8 as to which the date is September 9, 2022.

ALPHA 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 (As Restated)

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).

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, excluding the fair value of the Non-Risk Incentive

Private Shares and Risk Incentive Private Shares discussed below, amounted to $3,461,151, consisting of $3,000,000 of underwriting fees and $461,151 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

At the IPO date, the Sponsor also transferred to certain investors a total of 225,000 of Founders shares (Note 4) ( Non-Risk Incentive Private Shares ) as a compensation for their commitment to purchase the Public Units sold in the IPO. The Company estimated the aggregate fair value of these shares to be $1,186,448,

or $5.27 per share. The fair value of the Non-Risk Incentive Private Shares was determined to be a contribution from the sponsor for offering costs in accordance with Staff Accounting Bulletin Topic 5T. These

offering costs were allocated to the Units and charged to shareholder s equity upon the completion of the Initial Public Offering.

At the IPO date, the Sponsor also transferred to certain other investors the total of 600,900 of Founders shares ( Risk Incentive Private

Shares ) as a compensation for their commitment to acquire at least 9.9% of the Units sold in the IPO. These Risk Incentive Private Shares are subject to forfeiture if the investors sell their Units prior to the closing of the initial Business

Combination. The fair value of these Risk Incentive Private Shares is equal to the fair value of the Non-Risk Incentive Private Shares. Due to the high probability of forfeiture, the fair value of these Risk

Incentive Private Shares will be recorded as a capital contribution from the Sponsor upon the closing of the initial Business Combination.

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

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.

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 underwriters.

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 in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less taxes payable and up to $100,000 of interest to pay

dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidation distributions, if any);

and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company s remaining stockholders and its board of directors, liquidate and dissolve, subject in each case, to the Company s

obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company s warrants, which will expire worthless

if the Company fails to consummate an initial Business Combination within the Combination Period.

The Sponsor has agreed (i) to waive its redemption rights with respect to any Founder

Shares, private placement shares and public shares held by it in connection with the completion of the initial Business Combination, (ii) to waive its rights to liquidating distributions from the Trust Account with respect to any Founder Shares

or private placement shares held by it if the Company fails to complete its Business Combination within the Combination Period, although the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any public

shares it holds if the Company fails to complete its Business Combination within such time period, (iii) not to propose any amendment to the Company s amended and restated certificate of incorporation that would modify the substance or

timing of its obligation to redeem 100% of the public shares if the Company does not complete its 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, unless the Company provides its public stockholders with the opportunity to redeem their shares, and (iv) to vote any Founder Shares held by it and any public shares

purchased during or after the Public Offering in favor of the Company s initial Business Combination.

The Company s Sponsor has

agreed that it will be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction

agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than

$10.00 per share due to reductions in the value of the trust assets, in each case less taxes payable, provided that such liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust

Account nor will it apply to any claims under the Company s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be

unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has it

independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor s only assets are securities of the Company. Therefore, the Company cannot assure you that the

Sponsor would be able to satisfy those obligations. None of the Company s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.