UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 1, 2020
AMPLITUDE HEALTHCARE ACQUISITION CORP.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-39138 | 84-2984849 | ||
| (State
or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS
Employer Identification No.) |
1177 Avenue of the Americas, Fl 40 New York, New York |
10036 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 823-1900
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant | AMHCU | The NASDAQ Stock Market LLC | ||||||
| Class A Common Stock, par value $0.0001 per share | AMHC | The NASDAQ Stock Market LLC | ||||||
| Warrants, each whole warrant exercisable for one share of Class A Common Stock for $11.50 per share | AMHCW | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.08. Shareholder Director Nominations.
(a) To the extent applicable, the information in Item 8.01 of this Form 8-K is incorporated by reference into this Item 5.08.
Item 8.01. Other Events.
On December 1, 2020, the Board of Directors of Amplitude Healthcare Acquisition Corp. (the “Company”) determined that the Company’s 2020 Annual Meeting of Stockholders (the “Annual Meeting”) will be held on Tuesday, December 22, 2020. The time and location of the Annual Meeting will be as set forth in the Company’s definitive proxy statement for the Annual Meeting to be filed with the Securities and Exchange Commission (“SEC”). Pursuant to the Company’s Bylaws (the “Bylaws”), stockholders seeking to bring business before the Annual Meeting or to nominate candidates for election as directors at the Annual Meeting must deliver such proposals or nominations to the principal executive offices of the Company, at 1177 Avenue of the Americas, Fl. 40, New York, New York, 10036 Attention: Secretary, not later than December 13, 2020. Pursuant to the Bylaws and the Company’s Certificate of Incorporation, only stockholders entitled to vote on the election of directors may submit nominations for candidates for election as directors; and, prior to the closing of the Company’s initial business combination, the holders of Class B common stock have the exclusive right to elect directors. As such, only holders of Class B common stock may nominate candidates for election as directors at the Annual Meeting. Any stockholder proposal or director nomination must also comply with the requirements of Delaware law, the rules and regulations promulgated by the SEC and the Bylaws, as applicable.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: December 3, 2020
| AMPLITUDE HEALTHCARE ACQUISITION CORP. | ||
| By: | /s/ Bala Venkataraman | |
| Name: Bala Venkataraman | ||
| Title: Chief Executive Officer | ||
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