Sec Form 13G Filing - SANDSTONE Asset Management filing for Carmell Corp (CTCX) - 2023-03-21

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934 (Amendment No. N/A)*


Alpha Healthcare Acquisition Corp. III
(Name of Issuer)


Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)


02073F203
(CUSIP Number)


July 27, 2021
(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
X  Rule 13d-1(b)
   Rule 13d-1(c)
   Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior
cover page.

The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to
the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained
in this form are not required to respond unless the form displays
a currently valid OMB control number.

CUSIP No. 02073F203	Page X of XX

1. Names of Reporting Persons. Sandstone Asset Management Inc.

2. Check the Appropriate Box if a Member of a Group
(a)
(b) X
3. SEC Use Only
4. Citizenship or Place of Organization Sandstone
Asset Management Inc. is incorporated in Alberta

5. Sole Voting Power
Number of Shares Beneficially
6. Shared Voting Power 1,050,000
Owned by Each Reporting


7. Sole Dispositive Power
Person With:


8. Shared Dispositive Power 1,050,000
9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,050,000
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9) 7%
12. Type of Reporting Person CO, IA

CUSIP No. 02073F203

ITEM 1.
(a) Name of Issuer: Alpha Healthcare Acquisition Corp. III

(b) Address of Issuer's Principal Executive Offices:
1177 Avenue of the Americas,
5th Floor New York, New York 10036


ITEM 2.


(a) Name of Person Filing: Sandstone Asset Management Inc.

(b) Address of Principal Business Office, or if None, Residence:
115, 101-6 Street SW Calgary, AB Canada T2P 5K7

(c) Citizenship: Incorporated in Alberta

(d) Title of Class of Securities:
Class A Common Stock, par value $0.0001 per share

(e) CUSIP Number: 0207F203
(a)

ITEM 3.	IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13d-1(b)
OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

(a)
[_]
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
(b)
[_]
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)
[_]
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)
[_]
Investment company registered under Section 8 of the Investment Company
Act of 1940 (15 U.S.C. 80a-


8).
(e)
[X] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E);
(f)
[_]
An employee benefit plan or endowment fund in accordance
with ss.240.13d-1(b)(1)(ii)(F);
(g)
[_]
A parent holding company or control person in accordance
with ss.240.13d-1(b)(1)(ii)(G);
(h)
[_]
A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i)
[_]
A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the


Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
[_]
Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).

ITEM 4. OWNERSHIP.

Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.

(a) Amount beneficially owned:
Sandstone Asset Management Inc. hold 1,050,000 shares of Class A Common Stock
underlying Units. In addition Sandstone Asset Management Inc. holds 258,875
warrants to purchase Class A Common Stock, which are not currently exercisable.

(b) Percent of class:
Sandstone Asset Management Inc. owns approximately 7% of the shares of Class A
Common Stock outstanding, based on 15,000,000 shares of Class A Common Stock
of the Issuer outstanding as of July 27, 2021, as reported in the issuers
Prospectus filed July 27, 2021.

(c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote

(ii) Shared power to vote or to direct the vote 1,050,000

(iii) Sole power to dispose or to direct the disposition of

(iv) Shared power to dispose or to direct the disposition of 1,050,000

INSTRUCTION. For computations regarding securities which represent
a right to acquire an underlying security SEE ss.240.13d3(d)(1).


If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following [ ].

INSTRUCTION: Dissolution of a group requires a response to this item.

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

If any other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of,
such securities, a statement to that effect should be included in response
to this item and, if such interest relates to more than five percent of
the class, such person should be identified. A listing of the shareholders
of an investment company registered under the Investment Company Act of
1940 or the beneficiaries of employee benefit plan, pension fund or
endowment fund is not required.

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

If a parent holding company or Control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company or control person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit
stating the identification of the relevant subsidiary.

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the identity
and Item 3 classification of each member of the group. If a group has
filed this schedule pursuant to ss.240.13d-1(c) or ss.240.13d-1(d),
attach an exhibit stating the identity of each member of the group.

ITEM 9. NOTICE OF DISSOLUTION OF GROUP.

Notice of dissolution of a group may be furnished as an exhibit
stating the date of the dissolution and that all further filings
with respect to transactions in the security reported on will be
filed, if required, by members of the group, in their individual
capacity. See Item 5.


(a) The following certification shall be included if the statement
is filed pursuant to Rule 13d-1(b):

"By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired
and not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant
in any transaction having such purpose or effect."

(b) The following certification shall be included if the statement
is filed pursuant to Rule 13d-1(c):

"By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a
participant in any transaction having such purpose or effect."


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.

March 20, 2023 (Date)




Niki Dunne / Director (Name/Title)


The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative other
than an executive officer or general partner of the filing person,
evidence of the representative's authority to sign on behalf of such
person shall be filed with the statement, provided, however,
that a power of attorney for this purpose which is already on file
with the Commission may be incorporated by reference. The name and any
title of each person who signs the statement shall be typed or printed
beneath his signature.