--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-190559" form_type: "8-K" ticker: "XAGE" cik: "0001842939" company_name: "Longevity Health Holdings, Inc." filed_at: "2023-07-20T23:59:59+00:00" generated_at: "2026-06-13T05:46:47.446087+00:00" event_type: "m_and_a" sentiment: "negative" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Carmell Therapeutics completes de-SPAC merger; $129.4M redeemed, 19.2M shares outstanding ## Summary - Business combination closed July 14, 2023; ALPA renamed to Carmell Therapeutics (CTCX). - 12.6M shares redeemed at $10.00 each, depleting ~$129.4M from trust. - Post-merger shares outstanding: 19,236,305; top holder AHAC Sponsor III LLC holds 19.68%. - Rajiv Shukla appointed Executive Chairman; one-year lock-up for certain stockholders, sponsor faces 5-year lock-up on 50% of founder shares. - Indemnification agreements and 2023 Long-Term Incentive Plan adopted; warrants trade under CTCXW. ## SEC filing metadata - accession: 0001193125-23-190559 - form_type: 8-K - ticker: XAGE - cik: 0001842939 - company_name: Longevity Health Holdings, Inc. - filed_at: 2023-07-20T23:59:59+00:00 - event_type: m_and_a - sentiment: negative - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 2.01, 5.06, 9.01, 5.02, 3.02, 4.01, 3.03, 5.01, 5.03, 5.05, 7.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1842939/000119312523190559/0001193125-23-190559-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1842939/000119312523190559/d513602d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-190559 - JSON: https://secwatch.observer/filing/0001193125-23-190559.json - Plain text: https://secwatch.observer/filing/0001193125-23-190559.txt ## Key facts - Executive change Steve Bariahtaris was appointed as Director at Longevity Health Holdings, Inc.. - Action: appointed - Role: Director source text: • Three Class II directors: Steve Bariahtaris, Kathryn Gregory and Jaime Garza. evidence_url: https://www.sec.gov/Archives/edgar/data/1842939/000119312523190559/0001193125-23-190559-index.htm - Executive change Rajiv Shukla was appointed as Executive Chairman at Longevity Health Holdings, Inc.. - Action: appointed - Role: Executive Chairman source text: Name Age Position(s) Rajiv Shukla 48 Executive Chairman evidence_url: https://www.sec.gov/Archives/edgar/data/1842939/000119312523190559/0001193125-23-190559-index.htm - Executive change Kathryn Gregory was appointed as Director at Longevity Health Holdings, Inc.. - Action: appointed - Role: Director source text: • Three Class II directors: Steve Bariahtaris, Kathryn Gregory and Jaime Garza. evidence_url: https://www.sec.gov/Archives/edgar/data/1842939/000119312523190559/0001193125-23-190559-index.htm - Executive change William Newlin was appointed as Director at Longevity Health Holdings, Inc.. - Action: appointed - Role: Director source text: • Three Class I directors: Rich Upton, William Newlin and David Anderson. evidence_url: https://www.sec.gov/Archives/edgar/data/1842939/000119312523190559/0001193125-23-190559-index.htm - Executive change Jaime Garza was appointed as Director at Longevity Health Holdings, Inc.. - Action: appointed - Role: Director source text: • Three Class II directors: Steve Bariahtaris, Kathryn Gregory and Jaime Garza. evidence_url: https://www.sec.gov/Archives/edgar/data/1842939/000119312523190559/0001193125-23-190559-index.htm - Executive change Janet Vargo was appointed as Vice President Clinical Services at Longevity Health Holdings, Inc.. - Action: appointed - Role: Vice President Clinical Services source text: Name Age Position(s) Rajiv Shukla 48 Executive Chairman Randolph W. Hubbell 60 Chief Executive Officer, President and Director James Hart, M.D. 71 Chief Medical Officer Donna Godward 68 Chief Quality Officer Janet Vargo, Ph.D. 65 Vice President Clinical Services evidence_url: https://www.sec.gov/Archives/edgar/data/1842939/000119312523190559/0001193125-23-190559-index.htm - Executive change Randy Hubbell was appointed as Director at Longevity Health Holdings, Inc.. - Action: appointed - Role: Director source text: • Three Class III directors: Randy Hubbell, Patrick Sturgeon and Rajiv Shukla. evidence_url: https://www.sec.gov/Archives/edgar/data/1842939/000119312523190559/0001193125-23-190559-index.htm - Executive change Rich Upton was appointed as Director at Longevity Health Holdings, Inc.. - Action: appointed - Role: Director source text: • Three Class I directors: Rich Upton, William Newlin and David Anderson. evidence_url: https://www.sec.gov/Archives/edgar/data/1842939/000119312523190559/0001193125-23-190559-index.htm - Executive change Randolph W. Hubbell was appointed as Chief Executive Officer, President and Director at Longevity Health Holdings, Inc.. - Action: appointed - Role: Chief Executive Officer, President and Director source text: Name Age Position(s) Rajiv Shukla 48 Executive Chairman Randolph W. Hubbell 60 Chief Executive Officer, President and Director James Hart, M.D. 71 Chief Medical Officer Donna Godward 68 Chief Quality Officer Janet Vargo, Ph.D. 65 Vice President Clinical Services evidence_url: https://www.sec.gov/Archives/edgar/data/1842939/000119312523190559/0001193125-23-190559-index.htm - Executive change James Hart was appointed as Chief Medical Officer at Longevity Health Holdings, Inc.. - Action: appointed - Role: Chief Medical Officer source text: Name Age Position(s) Rajiv Shukla 48 Executive Chairman Randolph W. Hubbell 60 Chief Executive Officer, President and Director James Hart, M.D. 71 Chief Medical Officer Donna Godward 68 Chief Quality Officer Janet Vargo, Ph.D. 65 Vice President Clinical Services evidence_url: https://www.sec.gov/Archives/edgar/data/1842939/000119312523190559/0001193125-23-190559-index.htm - Executive change Patrick Sturgeon was appointed as Director at Longevity Health Holdings, Inc.. - Action: appointed - Role: Director source text: • Three Class III directors: Randy Hubbell, Patrick Sturgeon and Rajiv Shukla. evidence_url: https://www.sec.gov/Archives/edgar/data/1842939/000119312523190559/0001193125-23-190559-index.htm - Executive change Rajiv Shukla was appointed as Director at Longevity Health Holdings, Inc.. - Action: appointed - Role: Director source text: • Three Class III directors: Randy Hubbell, Patrick Sturgeon and Rajiv Shukla. evidence_url: https://www.sec.gov/Archives/edgar/data/1842939/000119312523190559/0001193125-23-190559-index.htm - Executive change David Anderson was appointed as Director at Longevity Health Holdings, Inc.. - Action: appointed - Role: Director source text: • Three Class I directors: Rich Upton, William Newlin and David Anderson. evidence_url: https://www.sec.gov/Archives/edgar/data/1842939/000119312523190559/0001193125-23-190559-index.htm - Executive change Donna Godward was appointed as Chief Quality Officer at Longevity Health Holdings, Inc.. - Action: appointed - Role: Chief Quality Officer source text: Name Age Position(s) Rajiv Shukla 48 Executive Chairman Randolph W. Hubbell 60 Chief Executive Officer, President and Director James Hart, M.D. 71 Chief Medical Officer Donna Godward 68 Chief Quality Officer Janet Vargo, Ph.D. 65 Vice President Clinical Services evidence_url: https://www.sec.gov/Archives/edgar/data/1842939/000119312523190559/0001193125-23-190559-index.htm - Governance Changes Longevity Health Holdings, Inc.: New Code of Ethics adopted. - Change: code of ethics source text: In connection with the Closing, the Board approved and adopted a new Code of Ethics applicable to directors, officers and employees. evidence_url: https://www.sec.gov/Archives/edgar/data/1842939/000119312523190559/0001193125-23-190559-index.htm - Governance Changes Longevity Health Holdings, Inc.: Amended and restated bylaws approved and adopted. - Change: bylaw amendment source text: In connection with the Closing, the Board approved and adopted the amended and restated bylaws (the "Bylaws"), which became effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1842939/000119312523190559/0001193125-23-190559-index.htm - Governance Changes Longevity Health Holdings, Inc.: Ceased to be a shell company as a result of the Business Combination. - Change: shell status source text: As a result of the Business Combination, ALPA ceased to be a shell company upon the Closing. evidence_url: https://www.sec.gov/Archives/edgar/data/1842939/000119312523190559/0001193125-23-190559-index.htm - Governance Changes Longevity Health Holdings, Inc.: Amended and restated certificate of incorporation adopted. - Change: charter amendment source text: On the Closing Date, Carmell amended and restated its existing amended and restated certificate of incorporation. evidence_url: https://www.sec.gov/Archives/edgar/data/1842939/000119312523190559/0001193125-23-190559-index.htm - M&A Transactions Longevity Health Holdings, Inc. underwent a change of control involving Alpha Healthcare Acquisition Corp. III (closed 2023-07-14). - Action: change of control - Counterparty: Alpha Healthcare Acquisition Corp. III - Closing: 2023-07-14 source text: On July 14, 2023 (the “Closing Date”), Alpha Healthcare Acquisition Corp. III, a Delaware corporation and our predecessor company (“ALPA”), consummated the previously announced business combination (the “Business Combination”) pursuant to the terms of the Business Combination Agreement evidence_url: https://www.sec.gov/Archives/edgar/data/1842939/000119312523190559/0001193125-23-190559-index.htm - Material Agreements Longevity Health Holdings, Inc. entered into Investor Rights and Lock-up Agreement with ALPA and certain Legacy Carmell stockholders and ALPA stockholders. - Action: entry - Counterparty: ALPA and certain Legacy Carmell stockholders and ALPA stockholders source text: At the Effective Time, ALPA and certain of the Legacy Carmell stockholders and ALPA stockholders entered into an Investor Rights and Lock-up Agreement (the “Investor Rights and Lock-up Agreement”), pursuant to which, among other things, such stockholders agreed not to effect any sale or distribution of any shares held by any of them during the one-year lock-up period (the “Lock-Up Period”), subject to certain exceptions described below. evidence_url: https://www.sec.gov/Archives/edgar/data/1842939/000119312523190559/0001193125-23-190559-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.