Alpha Healthcare enters forward purchase and non-redemption agreements to support Carmell merger

Longevity Health Holdings, Inc.

Sellers (Meteora entities) may purchase up to 9.5% of outstanding shares at redemption price; prepayment from trust account.
Non-redemption agreement covers 100,000 shares; sellers waive redemption rights on recycled shares purchased before close.
Prepayment amount = Number of Shares × Initial Price; settlement via physical delivery on first anniversary or earlier trigger.
Optional early termination: seller can unwind if VWAP ≥ Reset Price ($11.50 floor); buyer pays Early Termination Obligation.
Combined company must file resale registration within 45-60 days of seller request; failure triggers Registration Failure.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Longevity Health Holdings, Inc. entered into Non-Redemption Agreement with Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP, and Meteora Select Trading Opportunities Master, LP (collectively, "Seller") (effective 2023-07-09).

Action: entry
Counterparty: Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP, and Meteora Select Trading Opportunities Master, LP (collectively, "Seller")
Effective: 2023-07-09

Exact text from the filing

Also on July 9, 2023, in connection with the foregoing, the Seller entered into a Non-Redemption Agreement with Alpha pursuant to which the Seller agreed not to exercise redemption rights under the Charter with respect to an aggregate of 100,000 Shares.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Longevity Health Holdings, Inc. entered into Forward Purchase Agreement with Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP, and Meteora Select Trading Opportunities Master, LP (collectively, "Seller") (effective 2023-07-09).

Action: entry
Agreement: equity purchase
Counterparty: Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP, and Meteora Select Trading Opportunities Master, LP (collectively, "Seller")
Effective: 2023-07-09

Exact text from the filing

On July 9, 2023, Alpha and each of Meteora Special Opportunity Fund I, LP (“ MSOF ”), Meteora Capital Partners, LP (“ MCP ”) and Meteora Select Trading Opportunities Master, LP (“ MSTO ”) (with MCP, MSOF, and MSTO collectively as “ Seller ”) entered into a forward purchase agreement (the “ Forward Purchase Agreement ” ) for an OTC Equity Prepaid Forward Transaction.

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Longevity Health Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-23-184219

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