PRELIMINARY — SUBJECT TO COMPLETION, DATED June 7, 2021

PROXY STATEMENT FOR SPECIAL MEETING OF
AMPLITUDE HEALTHCARE ACQUISITION CORPORATION
PROSPECTUS FOR
27,500,000 SHARES OF VOTING COMMON STOCK AND
1,000,000 SHARES OF NON-VOTING COMMON STOCK OF
AMPLITUDE HEALTHCARE ACQUISITION CORPORATION

_____________________________

The board of directors of Amplitude Healthcare Acquisition Corporation, a Delaware corporation (“AMHC”), has unanimously approved the transactions (collectively, the “Business Combination”) contemplated by that certain Business Combination Agreement, dated as of May 5, 2021 (as the same may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among AMHC, Ample Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of AMHC (“Merger Sub”), and Jasper Therapeutics, Inc., a Delaware corporation (“Jasper”), a copy of which is attached to this proxy statement/prospectus as Annex A. As described in this proxy statement/prospectus, AMHC’s stockholders are being asked to consider a vote upon the Business Combination, among other things. As used in this proxy statement/prospectus, “New Jasper” refers to AMHC after giving effect to the consummation of the Business Combination.

On the date of closing of the Business Combination, Merger Sub will merge with and into Jasper, with Jasper as the surviving company in the Business Combination and, after giving effect to the Business Combination, Jasper will be a wholly owned subsidiary of AMHC (the time that the Business Combination becomes effective being referred to as the “Effective Time”).

In accordance with the terms of the Business Combination, at the Effective Time, (i) each outstanding share of Jasper common stock and Jasper preferred stock will be automatically cancelled, extinguished and converted into a number of shares of New Jasper Voting Common Stock or, in certain circumstances, New Jasper Non-Voting Common Stock (together with New Jasper Voting Common Stock, “New Jasper Common Stock”), based on Jasper’s equity value, (ii) each outstanding vested and unvested option to purchase shares of Jasper’s common stock will be canceled in exchange for a comparable option to purchase shares of New Jasper Voting Common Stock, based on Jasper’s equity value, and (iii) each unvested award of restricted shares of Jasper’s common stock will be converted into a comparable right to receive restricted shares of New Jasper Common Stock, based on Jasper’s equity value. For purposes herein and the Business Combination Agreement, Jasper’s equity value is deemed to be an agreed upon amount equal to $275.0 million. The market value of the shares to be issued could vary significantly from the market value of the shares as of the date of this proxy statement/prospectus.

It is anticipated that, upon completion of the Business Combination, (i) the Jasper stockholders will own, collectively, approximately           % of the outstanding New Jasper Common Stock, (ii) the stockholders participating in the concurrent private placement in public equity (the “PIPE”) will own, collectively,           % of the outstanding New Jasper Common Stock and (iii) AMHC’s pre-closing stockholders will own approximately           % of the outstanding New Jasper Common Stock, in each case assuming that none of AMHC’s outstanding public shares are redeemed in connection with the Business Combination, or approximately           %,          % and           % respectively, assuming that all of AMHC’s outstanding shares of Class A Common Stock are redeemed in connection with the Business Combination.

This proxy statement/prospectus covers up to 28,500,000 shares of New Jasper Common Stock (including shares issuable upon exercise of the vested option awards or restricted stock awards in connection with the Business Combination). The number of shares of New Jasper Common Stock that this proxy statement/prospectus covers represents the maximum number of shares that may be issued to holders of shares and vested option awards or restricted stock awards of Jasper in connection with the Business Combination (as more fully described in this proxy statement/prospectus).

AMHC’s units, Class A Common Stock and public warrants are currently listed on The Nasdaq Capital Market (“Nasdaq”) under the symbols “AMHCU,” “AMHC” and “AMHCW,” respectively. Each unit consists of one share of Class A Common Stock and one-half of one public warrant. AMHC intends to apply to continue the listing of shares of New Jasper Voting Common Stock and public warrants effective upon the consummation of the Business Combination on Nasdaq under the proposed symbols “JSPR” and “JSPRW,” respectively. AMHC will not have units

traded on Nasdaq following consummation of the Business Combination. It is a condition of the consummation of the Business Combination that AMHC receive confirmation from Nasdaq that the New Jasper Voting Common Stock has been conditionally approved for listing on Nasdaq, but there can be no assurance such listing condition will be met or that AMHC will obtain such confirmation from Nasdaq. If such listing condition is not met or if such confirmation is not obtained, the Business Combination will not be consummated unless the Nasdaq condition set forth in the Business Combination is waived by the applicable parties.

The accompanying proxy statement/prospectus provides stockholders of AMHC with detailed information about the Business Combination and other matters to be considered at the special meeting of AMHC. We encourage you to read the entire accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in its entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 31 of the accompanying proxy statement/prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated              , 2021, and is first being mailed to AMHC’s stockholders on or about        , 2021.

AMPLITUDE HEALTHCARE ACQUISITION CORPORATION
1177 Avenue of the Americas, Fl 40
New York, NY 10036

Dear Amplitude Healthcare Acquisition Corporation stockholders:

You are cordially invited to attend the Special Meeting of stockholders (the “Special Meeting”) of Amplitude Healthcare Acquisition Corporation, a Delaware corporation (“AMHC”), being held virtually, or at such other time, on such other date and at such other place to which the meeting may be adjourned.

At the Special Meeting, AMHC stockholders will be asked to consider and vote upon a proposal, which is referred to herein as the “Business Combination Proposal”, to approve and adopt the Business Combination Agreement (and the transactions contemplated thereby), dated as of May 5, 2021 (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among AMHC, Ample Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of AMHC (“Merger Sub”), and Jasper Therapeutics, Inc., a Delaware corporation (“Jasper”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A.

On the date of the closing of the Business Combination (the “Closing Date”), Merger Sub will merge with and into Jasper (the “Business Combination”), with Jasper as the surviving company in the Business Combination and, after giving effect to such Business Combination, Jasper shall be a wholly owned subsidiary of AMHC (the time that the Business Combination becomes effective being referred to as the “Effective Time”). In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the Effective Time:

(i)     each outstanding share of Jasper common stock and Jasper preferred stock will be automatically cancelled, extinguished and converted into a number of shares of New Jasper Voting Common Stock or, in certain circumstances, New Jasper Non-Voting Common Stock (together with New Jasper Voting Common Stock, “New Jasper Common Stock”), based on Jasper’s equity value,

(ii)    each outstanding vested and unvested option to purchase shares of Jasper’s common stock will be canceled in exchange for a comparable option to purchase shares of New Jasper Voting Common Stock, based on Jasper’s equity value, and

(iii)   each unvested award of restricted shares of Jasper’s common stock will be converted into a comparable right to receive restricted shares of New Jasper Common Stock, based on Jasper’s equity value.

For purposes herein and the Business Combination Agreement, Jasper’s equity value is deemed to be an agreed upon amount equal to $275.0 million.

In connection with the foregoing and concurrently with the execution of the Business Combination Agreement, AMHC has entered into Subscription Agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to subscribe for and purchase, and AMHC has agreed to issue and sell to the PIPE Investors, an aggregate of 10,000,000 shares of Class A Common Stock at a price of $10.00 per share, for aggregate gross proceeds of $100,000,000 (the “PIPE Investment”). The shares of Class A Common Stock to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. AMHC has granted the PIPE Investors certain registration rights in connection with the PIPE Investment. The PIPE Investment is contingent upon, among other things, the substantially concurrent closing of the Business Combination.

AMHC stockholders are being asked to vote on the following matters (the “Proposals”):

1.      to (a) adopt and approve the Business Combination Agreement, pursuant to which Merger Sub will merge with and into Jasper, with Jasper surviving the merger as a wholly owned subsidiary of AMHC and (b) approve the Business Combination. In connection with the Business Combination, AMHC will be renamed “Jasper Therapeutics, Inc.” and Jasper will be renamed “Jasper Tx Corp.”. Subject to the terms and conditions set forth in the Business Combination Agreement, at the Effective Time:

(i)     each outstanding share of Jasper common stock and Jasper preferred stock will be automatically cancelled, extinguished and converted into a number of shares of New Jasper Voting Common Stock or, in certain circumstances, New Jasper Non-Voting Common Stock, based on Jasper’s equity value,

(ii)    each outstanding vested and unvested option to purchase shares of Jasper’s common stock will be canceled in exchange for a comparable option to purchase shares of New Jasper Voting Common Stock, based on Jasper’s equity value, and

(iii)   each unvested award of restricted shares of Jasper’s common will be converted into a comparable right to receive restricted shares of New Jasper Common Stock, based on Jasper’s equity value.

We refer to this Proposal as the “Business Combination Proposal”. We refer to AMHC following the closing of the Business Combination as “New Jasper”. A copy of the Business Combination Agreement is attached to this accompanying proxy statement/prospectus as Annex A;

2.      to approve, assuming the Business Combination Proposal is approved and adopted, a proposed amended and restated certificate of incorporation (the “Proposed Charter”), which will amend and restate AMHC’s current amended and restated certificate of incorporation (the “Current Charter”), and which Proposed Charter will be in effect when duly filed with the Secretary of State of the State of Delaware in connection with the closing of the Business Combination (the “Charter Amendment Proposal”);

3.      to approve, assuming the Business Combination Proposal is approved and adopted, the proposed amended and restated bylaws (the “Proposed Bylaws”), which will amend and restate AMHC’s current bylaws (the “Current Bylaws”) (the “Bylaws Amendment Proposal”);

4.      to approve, on a non-binding advisory basis, the following material differences between the Proposed Charter and the Current Charter, which are being presented in accordance with the requirements of the Securities and Exchange Commission as eight separate sub-proposals (collectively, the “Advisory Charter Amendment Proposals”):

(a)     Advisory Charter Proposal A — to change the corporate name of New Jasper to “Jasper Therapeutics, Inc.”;

(b)    Advisory Charter Proposal B — to increase AMHC’s capitalization so that it will have 490,000,000 authorized shares of voting common stock, 2,000,000 authorized shares of non-voting common stock and 10,000,000 authorized shares of preferred stock;

(c)     Advisory Charter Proposal C — to provide that the removal of any director be only for cause and by the affirmative vote of at least 66⅔% of New Jasper’s then-outstanding shares of capital stock entitled to vote generally in the election of directors;

(d)    Advisory Charter Proposal D — to provide that certain amendments to provisions of the Proposed Charter will require the approval of at least 66⅔% of New Jasper’s then-outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class;

(e)     Advisory Charter Proposal E — to provide that amendments to the Proposed Bylaws will require the approval of at least 66⅔% of New Jasper’s then-outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class;

(f)     Advisory Charter Proposal F — to make New Jasper’s corporate existence perpetual as opposed to AMHC’s corporate existence, which is required to be dissolved and liquidated 24 months following the closing of its initial public offering, and to remove from the Proposed Charter the various provisions applicable only to special purpose acquisition companies;

(g)    Advisory Charter Proposal G — to remove the provision that allows certain stockholders to act by written consent as opposed to holding a stockholder’s meeting; and

(h)    Advisory Charter Proposal H — to remove the current limitation in place on the corporate opportunity doctrine;

5.      to approve, assuming the Business Combination Proposal is approved and adopted, for purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, (a) the issuance of up to 27,500,000 newly issued shares of New Jasper Common Stock in the Business Combination, which amount will be determined as described in more detail in the accompanying proxy statement/prospectus under the heading “Business Combination Proposal — Ownership of New Jasper” and (b) the PIPE Investment (the “Nasdaq Stock Issuance Proposal”);

6.      to approve, assuming the Business Combination Proposal is approved and adopted, the appointment of seven directors who, upon consummation of the Business Combination, will become directors of New Jasper (the “Director Election Proposal”);

7.      to approve, assuming the Business Combination Proposal is approved and adopted, the Jasper Therapeutics, Inc. 2021 Equity Incentive Plan, a copy of which is appended to this proxy statement/prospectus as Annex D, which will become effective as of the date immediately preceding the date of the closing of the Business Combination (the “Equity Incentive Plan Proposal”);

8.      to approve, assuming the Business Combination Proposal is approved and adopted, the Jasper Therapeutics, Inc. 2021 Employee Stock Purchase Plan, a copy of which is appended to this proxy statement/prospectus as Annex E, which will become effective as of the date immediately preceding the date of the closing of the Business Combination (the “ESPP Proposal”); and

9.      to approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Business Combination Proposal, the Charter Amendment Proposal, the Bylaws Amendment Proposal, the Nasdaq Stock Issuance Proposal, the Director Election Proposal, the Equity Incentive Plan Proposal or the ESPP Proposal, or we determine that one or more of the closing conditions under the Business Combination Agreement is not satisfied (the “Adjournment Proposal”).

AMHC is providing the accompanying proxy statement/prospectus and accompanying proxy card to AMHC’s stockholders in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournments of the Special Meeting. Information about the Special Meeting, the Business Combination and other related business to be considered by AMHC’s stockholders at the Special Meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the Special Meeting, all of AMHC’s stockholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in its entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 31 of the accompanying proxy statement/prospectus.

After careful consideration, the board of directors of AMHC has unanimously approved the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination, and unanimously recommends that stockholders vote “FOR” the adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, including the Business Combination, and “FOR” all other Proposals presented to AMHC’s stockholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these Proposals by the board of directors of AMHC, you should keep in mind that AMHC’s directors and officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section entitled “Business Combination Proposal — Interests of AMHC’s Directors and Executive Officers in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

Pursuant to the Current Bylaws, a majority of the shares entitled to vote, represented at the Special Meeting or by proxy, will constitute a quorum for the transaction of business at the Special Meeting. Under the General Corporation Law of the State of Delaware, shares that are voted “abstain” or “withheld” are counted as present for purposes of determining whether a quorum is present at the Special Meeting. Because the Proposals are “non-discretionary” items, your broker will not be able to vote uninstructed shares for any of the Proposals. As a result, if you do not provide voting instructions, a broker “non-vote” will be deemed to have occurred for each of the Proposals. Broker “non-votes” will not be counted as present for purposes of determining whether a quorum is present.

The approval of the Business Combination Agreement, the Advisory Charter Amendment Proposals, the Nasdaq Stock Issuance Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal each require the affirmative vote of a majority of the votes cast by stockholders represented in person (which would include presence at a virtual meeting) or by proxy and entitled to vote thereon at the Special Meeting.

The approval of the Charter Amendment Proposal requires the affirmative vote of a majority of the issued and outstanding shares of each of Class A Common Stock and Class B Common Stock represented in person (which would include presence at a virtual meeting) or by proxy and entitled to vote thereon at the Special Meeting, voting separately.

The approval of the Bylaws Amendment Proposal requires the affirmative vote of the holders of at least 66.7% of the issued and outstanding shares of each of Class A Common Stock and Class B Common Stock represented in person (which would include presence at a virtual meeting) or by proxy and entitled to vote thereon at the Special Meeting, voting together as a single class.

The approval of the Director Election Proposal requires the affirmative vote of a plurality of the votes cast by the stockholders represented in person (which would include presence at a virtual meeting) or by proxy and entitled to vote at the Special Meeting. Prior to the closing of AMHC’s initial business combination, holders of shares of Class B Common Stock have the exclusive right to elect any director, and holders of shares of Class A Common Stock have no right to vote on the election of any director. “Plurality” means that the individuals who receive the largest number of votes cast “FOR” are elected as directors. Consequently, any shares not voted “FOR” a particular nominee (whether as a result of an abstention, a direction to withhold authority or a broker non-vote) will not be counted in the nominee’s favor.

If the Business Combination Proposal is not approved, the Charter Amendment Proposal, the Bylaws Amendment Proposal, the Advisory Charter Amendment Proposals, the Nasdaq Stock Issuance Proposal, the Director Election Proposal, the Equity Incentive Plan Proposal and the ESPP Proposal will not be presented to the AMHC stockholder’s for a vote. The approval of the Business Combination Proposal, the Charter Amendment Proposal, the Bylaws Amendment Proposal, the Nasdaq Stock Issuance Proposal, the Director Election Proposal and the Equity Incentive Plan Proposal are preconditions to the closing of the Business Combination.

Your vote is very important.    Whether or not you plan to attend the Special Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the Special Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Special Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Special Meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting. If you are a stockholder of record and you attend the Special Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

Pursuant to the Current Charter, AMHC is providing its public stockholders (“Public Stockholders”) with the opportunity to redeem, upon the closing of the Business Combination, the shares of Class A Common Stock (“Public Shares”) issued in AMHC’s initial public offering (the “Initial Public Offering”) then held by them for cash equal to their pro rata portion of the aggregate amount on deposit (as of two business days prior to the closing of the Business Combination) in the trust account (the “Trust Account”) that hold the proceeds (including interest earned on the funds held in the Trust Account and not previously released to AMHC to pay its taxes) of the Initial Public Offering. For illustrative purposes, based on funds in the Trust Account of approximately $          on the close of business on           , 2021 (the “Record Date”), the estimated per share redemption price would have been approximately $          . Public Stockholders may elect to redeem Public Shares even if they vote for the Business Combination. A Public Stockholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares of Class A Common Stock issued in the Initial Public Offering. AMHC’s sponsor, officers and directors have agreed to waive their redemption rights with respect to any shares of AMHC Common Stock they may hold

in connection with the closing of the Business Combination, and such shares will be excluded from the pro rata calculation used to determine their pre-share redemption price. The sponsor and AMHC’s officers and directors have agreed to vote any shares of AMHC Common Stock owned by them in favor of the Business Combination Proposal, which represents approximately           % of the voting power of AMHC as of the Record Date.

On behalf of AMHC’s board of directors, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated        , 2021 and is first being mailed to stockholders on or about        , 2021.

AMPLITUDE HEALTHCARE ACQUISITION CORPORATION
1177 Avenue of the Americas, Fl 40
New York, NY 10036

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON        , 2021

TO THE STOCKHOLDERS OF AMPLITUDE HEALTHCARE ACQUISITION CORPORATION: NOTICE IS HEREBY GIVEN that the Special Meeting will be held on           , 2021, at            Eastern time, via live webcast at the following address:           . You will need the meeting control number that is printed on your proxy card to enter the Special Meeting. Amplitude Healthcare Acquisition Corporation (“AMHC”) recommends that you log in at least 15 minutes prior to the Special Meeting to ensure that you are logged in when the Special Meeting starts. Please note that you will not be able to attend the Special Meeting in person. You are cordially invited to attend the Special Meeting for the follow purposes (the “Proposals”):

1.      to consider and vote upon a proposal to (a) adopt and approve the Business Combination Agreement, dated as of May 5, 2021 (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among AMHC, Ample Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of AMHC (“Merger Sub”), and Jasper Therapeutics, Inc., a Delaware corporation (“Jasper”), pursuant to which Merger Sub will merge with and into Jasper, with Jasper surviving the merger as a wholly owned subsidiary of AMHC (together with the other transactions described in the Business Combination Agreement, the “Business Combination”) (the time that the Business Combination becomes effective being referred to as the “Effective Time”) and (b) approve the Business Combination. In connection with the Business Combination, AMHC will be renamed “Jasper Therapeutics, Inc.” and Jasper will be renamed “Jasper Tx Corp.”. Subject to the terms and conditions set forth in the Business Combination Agreement, at the Effective Time:

(i)     each outstanding share of Jasper common stock and Jasper preferred stock will be automatically cancelled, extinguished and converted into the applicable number of shares of New Jasper Voting Common Stock or, in certain circumstances, New Jasper Non-Voting Common Stock (together with New Jasper Voting Common Stock, “New Jasper Common Stock”), based on Jasper’s equity value,

(ii)    each outstanding vested and unvested option to purchase shares of Jasper’s common stock will be canceled in exchange for a comparable option to purchase shares of New Jasper Voting Common Stock, based on Jasper’s equity value, and

(iii)   each unvested award of restricted shares of Jasper’s common stock will be converted into a comparable right to receive restricted shares of New Jasper Common Stock, based on Jasper’s equity value.

For purposes herein and the Business Combination Agreement, Jasper’s equity value is deemed to be an agreed upon amount equal to $275.0 million.

We refer to this Proposal as the “Business Combination Proposal”. We refer to AMHC following the closing of the Business Combination as “New Jasper”. A copy of the Business Combination Agreement is attached to this accompanying proxy statement/prospectus as Annex A;

2.      to consider and vote upon a proposal to approve, assuming the Business Combination Proposal is approved and adopted, a proposed amended and restated certificate of incorporation (the “Proposed Charter”), which will amend and restate AMHC’s current amended and restated certificate of incorporation (the “Current Charter”), and which Proposed Charter will be in effect when duly filed with the Secretary of State of the State of Delaware in connection with the closing of the Business Combination (the “Charter Amendment Proposal”);

3.      to consider and vote upon a proposal to approve, assuming the Business Combination Proposal is approved and adopted, the proposed amended and restated bylaws (the “Proposed Bylaws”), which will amend and restate AMHC’s current bylaws (the “Current Bylaws”) (the “Bylaws Amendment Proposal”);

4.      to consider and vote upon a proposal to approve, on a non-binding advisory basis, the following material differences between the Proposed Charter and the Current Charter, which are being presented in accordance with the requirements of the United States Securities and Exchange Commission as eight separate sub-proposals (collectively, the “Advisory Charter Amendment Proposals”):

(a)     Advisory Charter Proposal A — to change the corporate name of New Jasper to “Jasper Therapeutics, Inc.”;

(b)    Advisory Charter Proposal B — to increase AMHC’s capitalization so that it will have 490,000,000 authorized shares of voting common stock, 2,000,000 authorized shares of non-voting common stock and 10,000,000 authorized shares of preferred stock;

(c)     Advisory Charter Proposal C — to provide that the removal of any director be only for cause and by the affirmative vote of at least 66⅔% of New Jasper’s then-outstanding shares of capital stock entitled to vote generally in the election of directors;

(d)    Advisory Charter Proposal D — to provide that certain amendments to provisions of the Proposed Charter will require the approval of at least 66⅔% of New Jasper’s then-outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class;

(e)     Advisory Charter Proposal E — to provide that amendments to the Proposed Bylaws will require the approval of at least 66⅔% of New Jasper’s then-outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single-class;

(f)     Advisory Charter Proposal F — to make New Jasper’s corporate existence perpetual as opposed to AMHC’s corporate existence, which is required to be dissolved and liquidated 24 months following the closing of its initial public offering, and to remove from the Proposed Charter the various provisions applicable only to special purpose acquisition companies;

(g)    Advisory Charter Proposal G — to remove the provision that allows certain stockholders to act by written consent as opposed to holding a stockholders meeting; and

(h)    Advisory Charter Proposal H — to remove the current limitation in place on the corporate opportunity doctrine;

5.      to consider and vote upon a proposal to approve, assuming the Business Combination Proposal is approved and adopted, for purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, (a) the issuance of up to 27,500,000 newly issued shares of New Jasper Common Stock in the Business Combination, which amount will be determined as described in more detail in the accompanying proxy statement/prospectus under the heading “Business Combination Proposal — Ownership of New Jasper” and (b) the PIPE Investment (the “Nasdaq Stock Issuance Proposal”);

6.      to consider and vote upon a proposal to approve, assuming the Business Combination Proposal is approved and adopted, the appointment of seven directors who, upon consummation of the Business Combination, will become directors of New Jasper (the “Director Election Proposal”);

7.      to consider and vote upon a proposal to approve, assuming the Business Combination Proposal is approved and adopted, the Jasper Therapeutics, Inc. 2021 Equity Incentive Plan, a copy of which is appended to this proxy statement/prospectus as Annex D, which will become effective as of the date immediately preceding the date of the closing of the Business Combination (the “Equity Incentive Plan Proposal”);

8.      to consider and vote upon a proposal to approve, assuming the Business Combination Proposal is approved and adopted, the Jasper Therapeutics, Inc. 2021 Employee Stock Purchase Plan, a copy of which is appended to this proxy statement/prospectus as Annex E, which will become effective as of the date immediately preceding the date of the closing of the Business Combination (the “ESPP Proposal”); and

9.      to approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Business Combination Proposal, the Charter Amendment Proposal, the Bylaws Amendment Proposal, the Nasdaq Stock Issuance Proposal, the Director Election Proposal, the Equity Incentive Plan Proposal or the ESPP Proposal, or we determine that one or more of the closing conditions under the Business Combination Agreement is not satisfied (the “Adjournment Proposal”).

Only holders of record of Class A Common Stock and Class B Common Stock (collectively, “AMHC Common Stock”) at the close of business on           , 2021 (the “Record Date”) are entitled to notice of the Special Meeting and to vote at the Special Meeting and any adjournments or postponements of the Special Meeting. A complete list of AMHC stockholders of record entitled to vote at the Special Meeting will be available at least ten days before the Special Meeting at the principal executive offices of AMHC for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting.

Pursuant to the Current Charter, AMHC is providing its public stockholders (“Public Stockholders”) with the opportunity to redeem, upon the closing of the Business Combination, the shares of Class A Common Stock (“Public Shares”) issued in AMHC’s initial public offering (the “Initial Public Offering”) then held by them for cash equal to their pro rata portion of the aggregate amount on deposit (as of two business days prior to the closing of the Business Combination) in the trust account (the “Trust Account”) that hold the proceeds (including interest earned on the funds held in the Trust Account and not previously released to AMHC to pay its taxes) of the Initial Public Offering. For illustrative purposes, based on funds in the Trust Account of approximately $           on the Record Date, the estimated per share redemption price would have been approximately $          . Public Stockholders may elect to redeem Public Shares even if they vote for the Business Combination. A Public Stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares of Class A Common Stock issued in the Initial Public Offering. AMHC’s sponsor and AMHC’s officers and directors have agreed to waive their redemption rights with respect to any shares of AMHC Common Stock they may hold in connection with the closing of the Business Combination, and such shares will be excluded from the pro rata calculation used to determine their pre-share redemption price. The sponsor and AMHC’s officers and directors have agreed to vote any shares of AMHC Common Stock owned by them in favor of the Business Combination Proposal, which represents approximately           % of the voting power of AMHC as of the Record Date.

Pursuant to the Current Bylaws, a majority of the shares entitled to vote, represented at the Special Meeting or by proxy, will constitute a quorum for the transaction of business at the Special Meeting. Under the General Corporation Law of the State of Delaware, shares that are voted “abstain” or “withheld” are counted as present for purposes of determining whether a quorum is present at the Special Meeting. Because the Proposals are “non-discretionary” items, your broker will not be able to vote uninstructed shares for any of the Proposals. As a result, if you do not provide voting instructions, a broker “non-vote” will be deemed to have occurred for each of the Proposals. Broker “non-votes” will not be counted as present for purposes of determining whether a quorum is present.

The approval of the Business Combination Agreement, the Advisory Charter Amendment Proposals, the Nasdaq Stock Issuance Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal each require the affirmative vote of a majority of the votes cast by stockholders represented in person (which would include presence at a virtual meeting) or by proxy and entitled to vote thereon at the Special Meeting.

The approval of the Charter Amendment Proposal requires the affirmative vote of a majority of the issued and outstanding shares of each of Class A Common Stock and Class B Common Stock represented in person (which would include presence at a virtual meeting) or by proxy and entitled to vote thereon at the Special Meeting, voting separately.

The approval of the Bylaws Amendment Proposal requires the affirmative vote of the holders of at least 66.7% of the issued and outstanding shares of each of Class A Common Stock and Class B Common Stock represented in person (which would include presence at a virtual meeting) or by proxy and entitled to vote thereon at the Special Meeting, voting together as a single class.

The approval of the Director Election Proposal requires the affirmative vote of a plurality of the votes cast by the stockholders represented in person (which would include presence at a virtual meeting) or by proxy and entitled to vote at the Special Meeting. Prior to the closing of AMHC’s initial business combination, holders of shares of Class B Common Stock have the exclusive right to elect any director, and holders of shares of Class A Common Stock have no right to vote on the election of any director. “Plurality” means that the individuals who receive the largest number of votes cast “FOR” are elected as directors. Consequently, any shares not voted “FOR” a particular nominee (whether as a result of an abstention, a direction to withhold authority or a broker non-vote) will not be counted in the nominee’s favor.

If the Business Combination Proposal is not approved, the Charter Amendment Proposal, the Bylaws Amendment Proposal, the Advisory Charter Amendment Proposals, the Nasdaq Stock Issuance Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal and the Director Election Proposal will not be presented to the AMHC stockholders for a vote. The approval of the Business Combination Proposal, the Charter Amendment Proposal, the Bylaws Amendment Proposal, the Nasdaq Stock Issuance Proposal, the Director Election Proposal and the Equity Incentive Plan Proposal are preconditions to the closing of the Business Combination.

As of the Record Date, there was approximately $           in the Trust Account. Each redemption of Public Shares by the Public Stockholders will decrease the amount in the Trust Account. AMHC will not redeem Public Shares in an amount that would cause it to have net tangible assets of less than $5,000,001.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the Annexes thereto) for a more complete description of the proposed Business Combination and related transactions and each of the Proposals. We encourage you to read this proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call us at (212) 823-1900.

        , 2021

SELECTED DEFINITIONS

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, references to:

“2019 EIP” means Jasper’s 2019 Equity Incentive Plan.

“Aggregate Transaction Proceeds” means an amount equal to the sum of (i) the aggregate cash proceeds available for release to any AMHC Party from the Trust Account in connection with the transactions contemplated by the Business Combination Agreement (after, for the avoidance of doubt, giving effect to all of the AMHC Stockholder Redemptions) and (ii) the aggregate cash proceeds actually received by any AMHC Party in respect of the PIPE Investment (whether prior to or on the Closing Date).

“Amended and Restated Registration Rights Agreement” means the Amended and Restated Registration Rights Agreement, to be entered into at or prior to the Closing, among AMHC, the Sponsor and certain stockholders of Jasper.

“AMHC” means Amplitude Healthcare Acquisition Corporation, a Delaware corporation.

“AMHC Common Stock” means the Class A Common Stock and Class B Common Stock of AMHC.

“AMHC Parties” means, collectively, AMHC and Merger Sub.

“AMHC Stockholder Redemption” means the right of the holders of Class A Common Stock to redeem all or a portion of their Class A Common Stock (in connection with the transactions contemplated by the Business Combination Agreement or otherwise) as set forth in Governing Documents of AMHC.

“Board” means the AMHC’s board of directors, unless the context otherwise requires.

“Business Combination” means the transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means the Business Combination Agreement, dated as of May 5, 2021, by and among AMHC, Merger Sub and Jasper, as amended or restated from time to time.

“Class A Common Stock” means the Class A common stock of AMHC.

“Class B Common Stock” means the Class B common stock of AMHC, which is convertible into shares of Class A common stock on a one-for-one basis.

“Closing” means the closing of the Business Combination.

“Code” means the United States Internal Revenue Code of 1986, as amended.

“Continental” means Continental Stock Transfer & Trust Company, transfer agent for AMHC.

“Current Bylaws” means AMHC’s Bylaws, as the same may be amended or restated from time to time.

“Current Charter” means AMHC’s second amended and restated certificate of incorporation, as the same may be amended or restated from time to time

“DGCL” means the General Corporation Law of the State of Delaware, as amended.

“Dollars” or “$” means U.S. dollars, except where otherwise noted.

“Effective Time” means the effective time of the Business Combination.

“ESPP” means the Jasper Therapeutics, Inc. 2021 Employee Stock Purchase Plan, approved by the Board of AMHC, effective as of the date immediately preceding, and contingent on the consummation of, the Business Combination.

“Equity Incentive Plan” means the Jasper Therapeutics, Inc. 2021 Equity Incentive Plan, approved by the Board of AMHC, effective as of the date immediately preceding, and contingent on the consummation of, the Business Combination.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Founder Shares” mean the shares of Class B Common Stock initially purchased by the Sponsor in a private placement prior to the Initial Public Offering, and the shares of Class A Common Stock issuable upon conversion thereof.

“Governing Documents” mean the legal document(s) by which any Person (other than an individual) establishes its legal existence or which govern its internal affairs. For example, the “Governing Documents” of a U.S. corporation are its certificate or articles of incorporation and by-laws, the “Governing Documents” of a U.S. limited partnership are its limited partnership agreement and certificate of limited partnership, and the “Governing Documents” of a U.S. limited liability company are its operating or limited liability company agreement and certificate of formation.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Initial Public Offering” means the initial public offering of shares of Class A Common Stock by AMHC, which closed on November 22, 2019.

“Jasper” means Jasper Therapeutics, Inc., a Delaware corporation.

“Jasper Board” means the board of directors of Jasper.

“Jasper Class A Common Stock” means the Class A common stock, par value $0.001 per share, of Jasper.

“Jasper Common Stock” means collectively, the Jasper Class A Common Stock and the Class B common stock, par value $0.001 per share, of Jasper.

“Jasper’s Equity Value” means an agreed upon amount equal to $275,000,000.

“Jasper Equityholders” means the holders of Jasper Common Stock or Jasper options.

“Jasper options” means options to purchase Jasper Common Stock, whether vested or unvested.

“Jasper Stockholders Agreement” means the Investors’ Rights Agreement, dated as of November 21, 2019, by and among Jasper and the Jasper stockholders party thereto.

“Jasper Stockholder Support Agreements” means the Stockholder Support Agreements, dated as of May 5, 2021, by and among AMHC and certain stockholders of Jasper.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

“Merger Sub” means Ample Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of AMHC.

“Nasdaq Stock Market” means The Nasdaq Capital Market.

“New Jasper” refers to AMHC following the consummation of the Business Combination.

“New Jasper Common Stock” means the New Jasper Voting Common Stock and the New Jasper Non-Voting Common Stock.

“New Jasper Non-Voting Common Stock” means the non-voting common stock, par value $0.0001 per share, of New Jasper.

“New Jasper Voting Common Stock” means the voting common stock, par value $0.0001 per share, of New Jasper.

“New Jasper Preferred Stock” means the preferred stock, par value $0.0001 per share, of New Jasper.

“Permitted Bridge Financing” means a bona fide financing in the form of a bridge loan or notes in an amount not to exceed $20,000,000 in the aggregate, at an interest rate not to exceed the then applicable prime rate (as reported by the Wall Street Journal), which shall, by its terms, automatically either be (i) repaid in full at the Closing or (ii) converted into shares of Jasper Class A Common Stock as of immediately prior to the Closing, and be treated at the Closing like all other outstanding shares of Jasper Class A Common Stock; provided, that, for clarity, the Aggregate Transaction Proceeds shall not be reduced by the amount or repayment of any such Permitted Bridge Financing.

“PIPE Investment” means the private placement of an aggregate of 10,000,000 shares of Class A Common Stock to the PIPE Investors pursuant to Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder, for a purchase price of $10.00 per share, resulting in an aggregate amount of $100 million to AMHC, pursuant to Subscription Agreements with the PIPE Investors.

“PIPE Investors” means those investors participating in the PIPE Investment.

“Proposals” means the proposals to be voted on by AMHC’s stockholders at the Special Meeting.

“Public Shares” means the shares of Class A Common Stock issued in the Initial Public Offering.

“Public Stockholders” means holders of Class A Common Stock issued in the Initial Public Offering.

“Public Warrants” means warrants underlying the Units sold in the Initial Public Offering.

“Private Placement” means the private placement consummated simultaneously with the Initial Public Offering in which AMHC issued to the Sponsor the Private Placement Warrants.

“Private Placement Warrants” means the 4,000,000 warrants to purchase Class A Common Stock issued to the Sponsor in the Private Placement.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended.

“Securities Act” means the Securities Act of 1933, as amended.

“Special Meeting” means the special meeting of stockholders of AMHC, scheduled to be held on          , 2021.

“Sponsor” means Amplitude Healthcare Holdings LLC, a Delaware limited liability company.

“Sponsor Support Agreement” means the Sponsor Support Agreement, dated as of May 5, 2021, by and among AMHC, Jasper and the Sponsor.

“Subscription Agreements” means the Subscription Agreements, dated as of May 5, 2021, by and among AMHC and each of the PIPE Investors.

“Trust Account” means the trust account maintained by Continental, acting as trustee, established for the benefit of holders of Class A Common Stock in connection with the Initial Public Offering.

“Units” means units of AMHC consisting of one share of Class A Common Stock and one-half of one Warrant.

“Warrants” means any of the Private Placement Warrants and the Public Warrants.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this proxy statement/prospectus may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, including those relating to the Business Combination. The information included in this proxy statement/prospectus in relation to Jasper has been provided by Jasper and its management, and forward-looking statements include statements relating to its and its management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, including those relating to the Business Combination. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:

•        our ability to complete the Business Combination with Jasper or, if we do not consummate such Business Combination, any other initial business combination;

•        satisfaction or waiver (if applicable) of the conditions to the Business Combination Agreement;

•        the occurrence of any other event, change or other circumstance that could give rise to the termination of the Business Combination Agreement;

•        the projected financial information, including the AMHC Forecasts (as defined below in the section titled “Business Combination Proposal — Certain Projected Financial Information”), anticipated growth rate, and market opportunity of New Jasper;

•        the ability to obtain or maintain the listing of New Jasper’s public securities on Nasdaq following the Business Combination;

•        New Jasper’s public securities’ potential liquidity and trading;

•        New Jasper’s ability to raise financing in the future;

•        New Jasper’s success in retaining or recruiting, or changes required in, officers, key employees or directors following the completion of the Business Combination;

•        AMHC officers and directors allocating their time to other business and potentially having conflicts of interest with AMHC’s business or in approving the Business Combination;

•        the use of proceeds not held in the Trust Account or available to AMHC from interest income on the Trust Account balance;

•        the ability to recognize the anticipated benefits of the proposed Business Combination;

•        costs related to the proposed Business Combination;

•        Jasper’s and New Jasper’s ability to grow and manage growth profitably;

•        Jasper’s and New Jasper’s ability to obtain and maintain regulatory approval of any of its product candidates;

•        Jasper’s and New Jasper’s ability to research, discover and develop additional product candidates;

•        the implementation, market acceptance and success of Jasper’s and New Jasper’s business model, developments and projections relating to Jasper’s and New Jasper’s competitors and industry;

•        Jasper’s and New Jasper’s ability to obtain and maintain intellectual property protection and not infringe on the rights of others;

•        Jasper’s and New Jasper’s ability to identify, in-license or acquire additional technology;

•        Jasper’s and New Jasper’s ability to maintain its existing license agreements and manufacturing arrangements;

•        the effect of the novel coronavirus (“COVID-19”) pandemic on the foregoing, including our ability to consummate the Business Combination due to the uncertainty resulting from the recent COVID-19 pandemic; and

•        other factors detailed under the section entitled “Risk Factors.”

The forward-looking statements contained in this proxy statement/prospectus are based on current expectations. There can be no assurance that future developments affecting us and/or Jasper will be those that we and/or the Jasper have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control or the control of Jasper) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Some of these risks and uncertainties may in the future be amplified by the COVID-19 pandemic and there may be additional risks that we consider immaterial or which are unknown. It is not possible to predict or identify all such risks. Neither we nor Jasper undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Before any stockholder grants its proxy, instructs how its vote should be cast or votes on the proposals to be put to the Special Meeting, such stockholder should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect us.

QUESTIONS AND ANSWERS FOR STOCKHOLDERS OF AMHC

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the Special Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to AMHC’s stockholders. We urge stockholders to read this proxy statement/prospectus, including the Annexes and the other documents referred to herein, carefully and in its entirety to fully understand the proposed Business Combination and the voting procedures for the Special Meeting, which will be held on            , 2021 at            .

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

Q.     What will happen in the Business Combination?

A.     AMHC, Merger Sub and Jasper have entered into the Business Combination Agreement, as a result of which Merger Sub, a wholly owned subsidiary of AMHC, will merge with and into Jasper with Jasper surviving such merger, and as a result of which Jasper will become a wholly owned subsidiary of AMHC. We refer to this merger as the “Business Combination.” In connection with the Business Combination, the cash held in the Trust Account and the proceeds from the PIPE Investment will be used to pay (i) the Public Stockholders who properly exercised their redemption rights, (ii) the underwriters their deferred underwriting commissions from the Initial Public Offering, and the fees, costs and expenses of certain other financial and other advisors of AMHC and Jasper, (iii) certain other fees, costs and expenses that were incurred by AMHC or Jasper in connection with the transactions contemplated by the Business Combination and pursuant to the terms of the Business Combination Agreement, and (iv) unpaid franchise and income taxes of AMHC, and the remainder will be used for general corporate purposes, including for maintenance or expansion of operations of the post-transaction business, research and development activities, the payment of principal or interest due on indebtedness incurred in completing the Business Combination, to fund the purchase of other assets, or companies or for working capital.

Q:     Why am I receiving this proxy statement/prospectus?

A:     AMHC stockholders are being asked to consider and vote upon a Proposal to approve and adopt the Business Combination Agreement, and the other Proposals described in this proxy statement/prospectus. AMHC urges its stockholders to read the Business Combination Agreement in its entirety, which is attached to this proxy statement/prospectus as Annex A.

YOUR VOTE IS IMPORTANT. YOU ARE ENCOURAGED TO SUBMIT YOUR PROXY AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS AND ITS ANNEXES AND CAREFULLY CONSIDERING EACH OF THE PROPOSALS BEING PRESENTED AT THE MEETING.

Q.     What will Jasper stockholders and holders of Jasper option awards and restricted stock awards receive in the Business Combination?

A.     If the Business Combination is completed:

•        Each outstanding share of Jasper common stock and Jasper preferred stock will be automatically cancelled, extinguished and converted into a number of shares of New Jasper Voting Common Stock or, in certain circumstances, New Jasper Non-Voting Common Stock, based on Jasper’s Equity Value.

•        Each outstanding vested and unvested option to purchase shares of Jasper’s common stock will be canceled in exchange for a comparable option to purchase shares of New Jasper Voting Common Stock, based on Jasper’s Equity Value.

•        Each unvested award of restricted shares of Jasper’s common stock will be converted into a comparable right to receive restricted shares of New Jasper Common Stock, based on Jasper’s Equity Value.

The consideration described in the foregoing bullets is referred to collectively as the “Business Combination Consideration.” Based on the number of Jasper common stock and Jasper preferred stock outstanding and the number of shares of Jasper common stock underlying outstanding Jasper option awards and restricted stock

awards, in each case as of the Record Date, the total number of shares of New Jasper Common Stock expected to be issued as Business Combination Consideration is approximately 27,500,000 shares. See the section titled “Business Combination Proposal — Ownership of New Jasper.”

Q.     When is the Business Combination expected to be completed?

A.     The Closing is expected to take place (i) no later than the third (3rd) business day following the satisfaction or waiver of the conditions described below under the section titled “Business Combination Proposal — The Business Combination Agreement — Conditions to Closing of the Business Combination”, or (ii) such other date as agreed to by AMHC and Jasper in writing. The Business Combination Agreement may be terminated by either AMHC or Jasper if the Closing has not occurred by November 30, 2021, subject to certain exceptions.

For a description of the conditions to the completion of the Business Combination, see the section titled “Business Combination Proposal — The Business Combination Agreement — Conditions to Closing of the Business Combination.”

Q.     What conditions must be satisfied to complete the Business Combination?

A.     There are a number of closing conditions in the Business Combination Agreement, including the approval of the stockholders of AMHC of the Business Combination Proposal, the Charter Amendment Proposal, the Bylaws Amendment Proposal, the Nasdaq Stock Issuance Proposal, the Director Election Proposal and the Equity Incentive Plan Proposal. For a summary of the conditions that must be satisfied or waived prior to the Closing of the Business Combination, see the section titled “Business Combination Proposal — The Business Combination Agreement.”

Q.     What happens if the Business Combination is not consummated?

A.     There are certain circumstances under which the Business Combination Agreement may be terminated. See the section titled “Business Combination Proposal — The Business Combination Agreement — Termination” for information regarding the parties’ specific termination rights.

If, as a result of the termination of the Business Combination Agreement or otherwise, AMHC is unable to complete the Business Combination or another initial transaction by November 22, 2021, the Current Charter provides that it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the outstanding Public Shares in consideration of a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to AMHC to pay its taxes (less up to $100,000 of such net interest to pay dissolution expenses) divided by the total number of then outstanding Public Shares, which redemption will completely extinguish the rights of the Public Stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of AMHC’s remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to AMHC’s obligations under the DGCL to provide for a claims of creditors and other requirements of applicable law.

AMHC expects that the amount of any distribution its Public Stockholders will be entitled to receive upon its dissolution will be approximately the same as the amount they would have received if they had redeemed their shares in connection with the Business Combination, subject in each case to AMHC’s obligations under the DGCL, to provide for claims of creditors and other requirements of applicable law. Holders of Founder Shares have waived any right to any liquidating distribution with respect to those shares.

In the event of a liquidation, there will be no distributions with respect to AMHC’s outstanding Warrants. Accordingly, the Warrants will expire worthless.

Q.     What happens to the funds held in the Trust Account upon Closing?

A.     If the Business Combination is consummated, the funds in the Trust Account will be released to pay:

•        holders of Public Shares who properly exercised their redemption rights;

•        the underwriters their deferred underwriting commissions from the Initial Public Offering, and the fees, costs and expenses of certain other financial and other advisors of AMHC and Jasper;

•        certain other fees, costs and expenses that were incurred by AMHC or Jasper in connection with the transactions contemplated by the Business Combination and pursuant to the terms of the Business Combination Agreement; and

•        unpaid franchise and income taxes of AMHC.

The remainder of the funds will be used for general corporate purposes, including for maintenance or expansion of operations of post-transaction business, research and development activities, the payment of principal or interest due on indebtedness incurred in completing the Business Combination, to fund the purchase of other assets or companies or for working capital.

Q.     What equity stake will current stockholders of AMHC and Jasper hold in New Jasper after the Closing?

A.     It is anticipated that, upon completion of the Business Combination and based on ownership as of the Record Date, the Public Stockholders (other than the PIPE Investors) will retain an ownership interest of approximately            % in New Jasper, the PIPE Investors will own approximately            % of New Jasper (such that the Public Stockholders, including PIPE Investors, will own approximately            % of New Jasper), Sponsor and AMHC’s other pre-closing stockholders will own approximately            % of New Jasper and the Jasper stockholders will own approximately            % of New Jasper. The ownership percentage with respect to New Jasper following the Business Combination excludes any outstanding Warrants and does not take into account (i) the redemption of any shares by the Public Stockholders, or (ii) the issuance of any shares upon the Closing under the Equity Incentive Plan. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by AMHC’s existing stockholders in New Jasper will be different.

See the section titled “Unaudited Pro Forma Condensed Combined Financial Statements” for more information.

Q.     Did the Board obtain a third-party valuation or fairness opinion determining whether or not to proceed with the Business Combination?

A.     No. The AMHC Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. However, AMHC’s management, the members of the AMHC Board and the other representatives of AMHC have substantial experience in evaluating the operating and financial merits of companies similar to Jasper, and reviewed certain financial information of Jasper and performed analyses on Jasper, including in light of similarly situated publicly traded companies, selected based on the experience and the professional judgment of AMHC’s management team, and including certain forecasted financial information for Jasper prepared by AMHC’s management, which enabled them to value Jasper, a development stage pre-commercial life sciences company, in the context of a business combination transaction with a special purpose acquisition company. Accordingly, investors will be relying on the judgment of the AMHC Board in valuing Jasper’s business and assuming the risk that the AMHC Board may not have properly valued such business. For more information, see the sections titled “Business Combination Proposal — Background to the Business Combination” and “— The Board’s Reasons for the Business Combination”.

Q.     Are there any arrangements to help ensure that New Jasper will have sufficient funds, together with the proceeds in its Trust Account, to fund the Business Combination?

A.     Yes. On May 5, 2021, AMHC entered into Subscription Agreements with the investors named therein for the issuance by AMHC of 10,000,000 shares of Class A Common Stock through the PIPE Investment (subject to certain conditions, including that all conditions precedent to the Closing will have been satisfied or waived (other than those conditions that are satisfied at the Closing)), for gross proceeds to AMHC of $100,000,000.

To the extent not utilized in the Business Combination, the proceeds from the Trust Account will be used for general corporate purposes, including for maintenance or expansion of operations of post-transaction business, research and development activities, the payment of principal or interest due on indebtedness incurred in completing the Business Combination, to fund the purchase of other assets or companies or for working capital. AMHC has agreed that it (or its successor) will file with the SEC a registration statement registering the resale of the shares purchased in the PIPE Investment and maintain an effective registration statement under the Securities Act covering such securities and certain other securities of New Jasper.

Q.     May AMHC, the Sponsor or AMHC’s directors, officers, advisors or their affiliates purchase shares in connection with the Business Combination?

A.     In connection with the stockholder vote to approve the proposed Business Combination, AMHC’s Sponsor, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market prior to or following the completion of the Business Combination. There is no limit on the number of shares AMHC’s Sponsor, directors, officers, advisors and their affiliates may purchase in such transactions, subject to compliance with applicable law and the rules of Nasdaq. None of AMHC’s Sponsor, directors, officers, advisors or their affiliates have any commitments or plans or intentions to engage in such transactions. None of AMHC’s Sponsor, directors, officers or advisors or their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act. Such a purchase would include a contractual acknowledgment that any such stockholder, although still the record holder of AMHC shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights, and could include a contractual provision that directs such stockholder to vote such shares in a manner directed by the purchaser. In the event that AMHC’s Sponsor, directors, officers or advisors or their affiliates purchase shares in privately negotiated transactions from Public Stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are below or in excess of the per share pro rata portion of the Trust Account.

Q.     What interests do the AMHC current officers and directors have in the Business Combination?

A.     The Sponsor, members of the Board and AMHC’s executive officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interest. These interests include, among other things:

•        If the Business Combination with Jasper or another business combination is not consummated by November 22, 2021 (or such later date as may be approved by AMHC’s stockholders), AMHC will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares for cash and, subject to the approval of its remaining stockholders and Board, dissolving and liquidating. In such event, the 2,500,000 Founder Shares held by the Sponsor, which were acquired for a purchase price of approximately $0.009 per share prior to the Initial Public Offering, would be worthless because the holders are not entitled to participate in any redemption or distribution with respect to such shares. Such shares had an aggregate market value of approximately $            million based upon the closing price of $            per share on Nasdaq on the Record Date.

•        If AMHC is unable to complete a business combination within the required time period, the Sponsor will be personally liable under certain circumstances described herein to ensure that the proceeds in the Trust Account are not reduced by the claims by a third party for services rendered or products sold to AMHC, or a prospective target business with which AMHC has discussed entering into a transaction agreement.

•        The Business Combination Agreement provides for the continued indemnification of AMHC’s current directors and officers and the continuation of directors and officers liability insurance covering AMHC’s current directors and officers.

•        None of our officers or directors is required to commit his or her full time to our affairs, and, accordingly, may have conflicts of interest in allocating his or her time among various business activities.

•        In the course of other business activities, AMHC’s officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to New Jasper as well as the other entities with which they are affiliated. AMHC’s management may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

•        Our Sponsor, officers and directors have agreed to waive their redemption rights with respect to any Founder Shares and any Public Shares held by them in connection with the consummation of our initial business combination. Additionally, our Sponsor, officers and directors have agreed to waive their redemption rights with respect to any Founder Shares held by them if we fail to consummate our initial business combination within 24 months after the closing of the Initial Public Offering. If we do not

complete our initial business combination within such applicable time period, the proceeds of the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of our Public Shares, and the Private Placement Warrants will expire worthless. With certain limited exceptions, the Founder Shares will not be transferable or assignable by our Sponsor or any other holder thereof until the earlier of (A) 180 days after the completion of our initial business combination or (B) subsequent to our initial business combination, the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our Public Stockholders having the right to exchange their shares of AMHC Common Stock for cash, securities or other property. With certain limited exceptions, the Private Placement Warrants, the warrants that may be issued upon conversion of working capital loans and the Class A Common Stock underlying such warrants, will not be transferable, assignable or salable by our Sponsor (as applicable) or their permitted transferees until 30 days after the completion of our initial business combination. Since our Sponsor and officers and directors may directly or indirectly own AMHC Common Stock and Warrants following the Initial Public Offering, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to complete our initial business combination.

•        Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

•        Our Sponsor, officers and directors may have a conflict of interest with respect to evaluating a business combination and financing arrangements as we may obtain loans from our Sponsor or an affiliate of our Sponsor or any of our officers or directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants including as to exercise price, exercisability and exercise period.

•        Our Sponsor will be party to the Amended and Restated Registration Rights Agreement, which will come into effect at the Effective Time.

•        Affiliates of the Sponsor, including certain of our officers and directors, will fund $28,350,000 in the PIPE Investment.

•        Mr. Kapoor, our President, will be eligible to receive a one-time bonus in the amount of $300,000 if our business combination is successfully closed and publicly announced.

QUESTIONS AND ANSWERS ABOUT AMHC’S SPECIAL MEETING

Q.     When and where will the Special Meeting take place?

A.     The AMHC Special Meeting will be held on            , 2021, via live webcast, at the following address:            or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the Proposals.

Q.     How can I attend the Special Meeting?

A.     You may attend the Special Meeting and vote your shares online during the Special Meeting via live webcast by visiting              . As a registered stockholder, you received a proxy card from Continental, which contains instructions on how to attend the Special Meeting online, including the URL address, along with your control numbers. You will need the control number that is printed on your proxy card to enter the Special Meeting. If you do not have your control number, contact Continental at (917) 262-2373 or email Continental at proxy@continentalstock.com. Please note that you will not be able to physically attend the Special Meeting in person, but may attend the Special Meeting online by following the instructions below.

You can pre-register to attend the Special Meeting online starting            , 2021. Enter the URL address into your browser, and enter your control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. Prior to or at the start of the Special Meeting you will need to re-login using

your control number and will also be prompted to enter your control number if you vote online during the Special Meeting. AMHC recommends that you log in at least 15 minutes before the Special Meeting to ensure you are logged in when the Special Meeting starts.

If you shares are held in “street name”, you may attend the Special Meeting. You will need to contact Continental at the number or email address above to receive a control number and gain access to the Special Meeting or otherwise contact your broker, bank or other nominee as soon as possible to do so. Please allow up to 72 hours prior to the Special Meeting for processing your control number.

If you do not have Internet capabilities, you can listen only to the Special Meeting by dialing            (outside of the U.S. and Canada), when prompted to enter the pin #            . This mode is listen-only, you will not be able to vote or enter questions during the Special Meeting.

Q.     What matters will be considered at the Special Meeting?

A.     The following is a list of the Proposals upon which AMHC stockholders will be asked to vote at the Special Meeting:

1.      The Business Combination Proposal — to adopt and approve the Business Combination Agreement and approve the Business Combination.

2.      The Charter Amendment Proposal — to approve, assuming the Business Combination Proposal is approved and adopted, the Proposed Charter, which will amend and restate the Current Charter, and which Proposed Charter will be in effect when duly filed with the Secretary of State of the State of Delaware in connection with the Closing.

3.      The Bylaws Amendment Proposal — to approve, assuming the Business Combination Proposal is approved and adopted, the Proposed Bylaws, which will amend and restate the Current Bylaws.

4.      The Advisory Charter Amendment Proposals — to approve, on a non-binding advisory basis, the following material differences between the Proposed Charter and the Current Charter, which are being presented in accordance with the requirements of the SEC as eight separate sub-proposals:

(a)     Advisory Charter Proposal A — to change the corporate name of New Jasper to “Jasper Therapeutics, Inc.”;

(b)    Advisory Charter Proposal B — to increase AMHC’s capitalization so that it will have 490,000,000 authorized shares of voting common stock, 2,000,000 authorized shares of non-voting common stock and 10,000,000 authorized shares of preferred stock;

(c)     Advisory Charter Proposal C — to provide that the removal of any director be only for cause and by the affirmative vote of at least 66⅔% of New Jasper’s then-outstanding shares of capital stock entitled to vote generally in the election of directors;

(d)    Advisory Charter Proposal D — to provide that certain amendments to provisions of the Proposed Charter will require the approval of at least 66⅔% of New Jasper’s then-outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class;

(e)     Advisory Charter Proposal E — to provide that amendments to the Proposed Bylaws will require the approval of at least 66⅔% of New Jasper’s then-outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class;

(f)     Advisory Charter Proposal F — to make New Jasper’s corporate existence perpetual as opposed to AMHC’s corporate existence, which is required to be dissolved and liquidated 24 months following the closing of its initial public offering, and to remove from the Proposed Charter the various provisions applicable only to special purpose acquisition companies;

(g)    Advisory Charter Proposal G — to remove the provision that allows certain stockholders to act by written consent as opposed to holding a stockholders meeting; and

(h)    Advisory Charter Proposal H — to remove the current limitation in place on the corporate opportunity doctrine.

5.      The Nasdaq Stock Issuance Proposal — to approve, assuming the Business Combination Proposal is approved and adopted, for purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, (a) the issuance of up to 27,500,000 newly issued shares of New Jasper Common Stock in the Business Combination, which amount will be determined as described in more detail in the section titled “Business Combination Proposal — Ownership of New Jasper” and (b) the issuance and sale of 10,000,000 newly issued shares of Class A Common Stock in connection with the PIPE Investment.

6.      The Director Election Proposal — to approve, assuming the Business Combination Proposal is approved and adopted, the appointment of seven directors who, upon consummation of the Business Combination, will become directors of New Jasper.

7.      The Equity Incentive Plan Proposal — to approve, assuming the Business Combination Proposal is approved and adopted, the Equity Incentive Plan, a copy of which is appended to this proxy statement/prospectus as Annex D, which will become effective as of the date immediately preceding the date of the Closing.

8.      The ESPP Proposal — to approve, assuming the Business Combination Proposal is approved and adopted, the ESPP, a copy of which is appended to this proxy statement/prospectus as Annex E, which will become effective as of the date immediately preceding the date of the Closing.

9.      The Adjournment Proposal — to approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Business Combination Proposal, the Charter Amendment Proposal, the Bylaws Amendment Proposal, the Nasdaq Stock Issuance Proposal, the Director Election Proposal, the Equity Incentive Plan Proposal or the ESPP Proposal, or we determine that one or more of the closing conditions under the Business Combination Agreement is not satisfied.

Q.     What constitutes a quorum at the Special Meeting?

A.     Holders of a majority of the voting power of AMHC Common Stock issued and outstanding and entitled to vote at the Special Meeting constitute a quorum. In the absence of a quorum, the chairman of the meeting has the power to adjourn the Special Meeting. As of the Record Date,            shares of AMHC Common Stock would be required to achieve a quorum.

Q.     I am an AMHC Warrant holder. Why am I receiving this proxy statement/prospectus?

A.     After the consummation of the Business Combination, the holders of Warrants will be entitled to purchase New Jasper Common Stock at a purchase price of $11.50 per share beginning 30 days after the Closing. This proxy statement/prospectus includes important information about AMHC and the business of New Jasper following the Closing. Because holders of Warrants will be entitled to purchase New Jasper Common Stock 30 days after closing, we urge you to read the information contained in this proxy statement/prospectus carefully.

Q.     What will happen to AMHC’s securities upon consummation of the Business Combination?

A.     AMHC’s Units, Class A Common Stock and Public Warrants are currently listed on Nasdaq under the symbols “AMHCU,” “AMHC” and “AMHCW,” respectively. Upon the Closing, New Jasper will have two classes of common stock — referred to herein as New Jasper Voting Common Stock and New Jasper Non-Voting Common Stock. Only New Jasper Voting Common Stock will be listed on Nasdaq under the symbol “JSPR”, and its Public Warrants will be listed on Nasdaq under the symbol “JSPRW”. AMHC will not have Units traded on Nasdaq following the Closing, and its Units will automatically be separated into their component securities without any action needed to be taken on the part of the holders. Public Stockholders who do not elect to have their Public Shares redeemed for a pro rata share of the Trust Account need not submit Public Shares, and such shares of stock (which will be New Jasper Common Stock upon the Closing) will remain outstanding. Each outstanding Warrant will entitle the holder to purchase shares of New Jasper Common Stock beginning 30 days after the Closing. Each outstanding Class B Common Stock that is issued and outstanding immediately prior to the Merger (as defined below under the section titled “Business Combination Proposal — The Business Combination Agreement”) will be automatically converted in one share of Class A

Common Stock immediately prior to the Merger, and each share of Class A Common Stock issued and outstanding prior to the Merger (including shares of Class B Common Stock that were converted in shares of Class A Common Stock) will be converted and reclassified as New Jasper Voting Common Stock.

Q.     Why is AMHC proposing the Business Combination?

A.     AMHC was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses.

Based on its due diligence investigation of Jasper and the industries in which it operates, including the financial and other information provided by Jasper in the course of AMHC’s due diligence investigations, the Board believes that the Business Combination with Jasper is in the best interests of AMHC and its stockholders.

See “Business Combination Proposal — The Board’s Reasons for the Business Combination” for a discussion of the factors considered by the Board in making its decision.

Q.     Do I have redemption rights?

A.     Pursuant to the Current Charter, holders of Public Shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the Current Charter. If a holder exercises its redemption rights, then such holder will be exchanging its Public Shares for cash. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to Continental prior to the Special Meeting. See the section titled “Special Meeting of AMHC — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

Notwithstanding the foregoing, a holder of Public Shares, together with its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares of Class A Common Stock issued in the Initial Public Offering, which is referred to as the “15% threshold” in this proxy statement/prospectus. Accordingly, all Public Shares in excess of the 15% threshold beneficially owned by a Public Stockholder or group will not be redeemed for cash.

Q.     Will how I vote affect my ability to exercise redemption rights?

A.     No. You may exercise your redemption rights whether you vote your Public Shares “FOR” or “AGAINST” the Business Combination or any other Proposal described in this proxy statement/prospectus. As a result, the Business Combination Agreement can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with potentially less liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the Nasdaq listing standards.

Q.     How do I exercise my redemption rights?

A.     In order to exercise your redemption rights, prior to            , 2021 (two (2) business days prior to the Special Meeting), you must tender your shares physically or electronically and submit a request in writing that AMHC redeem your Public Shares for cash to Continental Stock Transfer & Trust Company, our transfer agent, at the following address:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attn: Mark Zimkind
Email: mzimkind@continentalstock.com

Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from Continental and time to effect delivery. It is AMHC’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from

Continental. However, AMHC does not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

Any request for redemption, once made, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the Special Meeting. If you deliver your shares for redemption to Continental and later decide prior to the Special Meeting not to elect redemption, you may request that Continental return the shares (physically or electronically). You may make such request by contacting Continental at the phone number or address listed under the question “Who can help answer my questions?” below.

If you are Public Stockholder and you exercise your redemption rights, it will not result in the loss of any Warrant that you may hold. Your Warrants will become exercisable to purchase one share of New Jasper Common Stock for a purchase price of $11.50 beginning 30 days after consummation of the Business Combination.

Q.     What are the U.S. federal income tax consequences to holders of Class A Common Stock of exercising any redemption rights?

A.     The U.S. federal income tax consequences to holders of our Class A Common Stock who elect to have their shares of Class A Common Stock redeemed for cash upon the closing of the Business Combination will depend on the holder’s particular facts and circumstances and, specifically, on whether the redemption qualifies as a sale or exchange of such Class A Common Stock under Section 302 of the Code. If the redemption does not qualify as a sale or exchange of such shares, it will be treated as a corporate distribution on such shares. A redemption of shares of Class A Common Stock generally will be treated as a sale or exchange of such shares (rather than as a corporate distribution) if the redemption (i) is “substantially disproportionate” with respect to the holder, (ii) results in a “complete termination” of the holder’s interest in us or (iii) is “not essentially equivalent to a dividend” with respect to such holder; these tests are explained more fully below in the section entitled “U.S. Federal Income Tax Considerations.”

If the redemption is treated as a sale or exchange of shares of our Class A Common Stock, U.S. Holders (as defined below under the section entitled “U.S. Federal Income Tax Considerations”) generally will be required to recognize gain or loss upon the redemption in an amount equal to the difference, if any, between the amount of cash received and the tax basis of the shares of Class A Common Stock redeemed. Such gain or loss should be treated as capital gain or loss if such shares were held as a capital asset on the date of the redemption. Non-U.S. Holders (as defined below under the section entitled “U.S. Federal Income Tax Considerations”) generally will not be subject to U.S. federal income tax if the redemption is treated as a sale or exchange of shares of our Class A Common Stock, subject to certain important exceptions as described below under the sections entitled “U.S. Federal Income Tax Considerations — Material U.S. Federal Income Tax Considerations — Non. U.S. Holders — Taxation of Redemption Treated as an Exchange of Class A Common Stock” and “U.S. Federal Income Tax Considerations — Material U.S. Federal Income Tax Considerations — Non. U.S. Holders — Taxation of Redemption Treated as a Distribution”.

If the redemption is treated as a distribution on shares of our Class A Common Stock, such distribution generally will constitute a dividend for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits. For the treatment of any remaining excess, see “U.S. Federal Income Tax Considerations — Material U.S. Federal Income Tax Considerations — U.S. Holders — Redemption of Class A Common Stock.” Non-U.S. Holders generally are subject to a 30% withholding tax on dividend payments (subject to reduction by an applicable income tax treaty). Because it will not be clear whether redemption proceeds will be treated as a dividend for various reasons, we or the applicable withholding agent may withhold tax on the entire amount of any redemption proceeds paid to a Non-U.S. Holder at the 30% rate (subject to reduction by an applicable income tax treaty).

Holders of shares of our Class A Common Stock considering exercising their redemption rights are urged to consult their tax advisor regarding the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws.

Q.     If I am a Warrant holder, can I exercise redemption rights with respect to my Warrants?

A.     No. The holders of Warrants have no redemption rights with respect to Warrants.

Q.     If I am a holder of Units, can I exercise redemption rights with respect to my Units?

A.     No. Holders of issued and outstanding Units must elect to separate their Units into the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. If you hold your Units in an account at a brokerage firm or bank, you must notify your brokerage firm or bank that you elect to separate the Units into underlying Public Shares and Public Warrants and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares. You are required to cause your Public Shares to be separated and delivered to Continental by            , 2021 (two days prior to the Special Meeting) in order to exercise your redemption rights with respect to your Public Shares.

Q.     Do I have dissenters’ rights if I object to the proposed Business Combination?

A.     No. Neither AMHC stockholders nor holders of its Units or Warrants is entitled to exercise dissenters’ rights under Delaware law in connection with the Business Combination.

Q.     How will the Sponsor, directors and officers vote?

A.     The Sponsor and AMHC’s officers and directors have agreed to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of the Business Combination. As of the Record Date, the Sponsor owns approximately            % of the issued and outstanding shares of AMHC Common Stock, including all of the Founder Shares, and will be able to vote all such shares at the Special Meeting.

Q.     What do I need to do now?

A.     You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including the Annexes, and to consider how the Business Combination will affect you as a stockholder and/or Warrant holder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card, or if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the bank, broker or nominee.

Q.     How many votes do I have at the Special Meeting?

A.     AMHC stockholders are entitled to one vote at the Special Meeting for each share of AMHC Common Stock held as of Record Date. As of the close of business on the Record Date, there were            outstanding shares of AMHC Common Stock.

Q.     What happens if I sell my shares of AMHC Common Stock before the Special Meeting?

A.     The Record Date is earlier than the date of the Special Meeting. If you transfer you shares of AMHC Common Stock after the Record Date, but before the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Special Meeting. However, you will not be able to seek redemption of your shares because you will no longer be able to deliver them for cancellation upon Closing. If you transfer your shares of AMHC Common Stock prior to the Record Date, you will have no right to vote those shares at the Special Meeting or redeem those shares for a pro rata portion of the proceeds held in our Trust Account.

Q.     What is the difference between a stockholder of record and a beneficial owner of shares held in street name?

A.     Stockholder of Record.    If your shares are registered directly in your name with Continental, AMHC’s transfer agent, you are considered the stockholder of record with respect to those shares, and the proxy materials were sent directly to you by AMHC.

Beneficial Owner of Shares Held in Street Name.    If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the beneficial owner of shares held in “street name,” and the proxy materials were forwarded to you by that organization. The organization holding your

account is considered the stockholder of record for purposes of voting at the Special Meeting. As beneficial owner, you have the right to instruct that organization on how to vote that shares held in your account. Those instructions are contained in a “voting instruction form.”

Q.     If I am a stockholder of record of AMHC’s shares, how do I vote?

A.     There are two ways to vote:

•        Online:    If you are a stockholder of record, you may vote online at the Special Meeting.

•        By Mail:    You may vote by proxy by filling out the proxy card and sending it back in the envelope provided.

Q.     If I am a beneficial owner of shares held in street name, how do I vote?

A.     There are three ways to vote:

•        Online at the Special Meeting:    If you are a beneficial owner of shares held in street name and you wish to vote online at the Special Meeting, you must obtain a legal proxy from the brokerage firm, bank, broker-dealer or other similar organization that holds your shares. Please contact that organization for instructions regarding obtaining a legal proxy.

•        By mail:    You may vote by proxy by filling out the voting instruction form and sending it back in the envelope provided by your brokerage firm, bank, broker-dealer or other similar organization that holds your shares.

•        By telephone or over the Internet:    You may vote by proxy by submitting your proxy by telephone or over the Internet (if those options are available to you) in accordance with the instructions on the enclosed proxy card or voting instruction card. This is allowed if you hold shares in street name and your brokerage firm, bank, broker-dealer or other similar organization offers those alternatives. Although most banks, brokers and other nominees offer these voting alternatives, availability and specific procedures vary.

Q.     If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A.     No. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or other nominee. AMHC believes the Proposals presented to the stockholders will be considered non-discretionary and therefore your broker, bank or other nominee cannot vote your shares without your instruction. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your bank, broker or other nominee to vote your shares in accordance with directions you provide.

Q.     Is my vote important?

A.     Yes. The Business Combination cannot be completed unless the Business Combination Agreement is adopted by the AMHC stockholders holding a majority of the votes cast on such proposals and the other condition precedent Proposals to the Business Combination (see the question “Are the Proposals conditioned on one another?” below) receive the necessary vote outlined below. Only AMHC stockholders as of the close of business on the Record Date are entitled to vote at the Special Meeting. The Board unanimously recommends that such AMHC stockholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Charter Amendment Proposal, “FOR” the approval of the Bylaws Amendment Proposal, “FOR” the approval, on an advisory basis, of each of the Advisory Charter Amendment Proposals, “FOR” the approval of the Nasdaq Stock Issuance Proposal, “FOR” the approval of the Director Election Proposal, “FOR” the approval of the Equity Incentive Plan Proposal, “FOR” the approval of the ESPP Proposal and “FOR” the approval of the Adjournment Proposal, if presented.

Q.     What vote is required to approve the Proposals presented at the Special Meeting?

A.     The Business Combination Proposal, the Advisory Charter Amendment Proposals, the Nasdaq Stock Issuance Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal require the affirmative vote of a majority of the votes cast by the stockholders represented in person (which would include presence at a virtual meeting) or by proxy and entitled to vote thereon at the Special Meeting.

The approval of the Charter Amendment Proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of each of the Class A Common Stock and Class B Common Stock cast by the stockholders represented in person (which would include presence at a virtual meeting) or by proxy and entitled to vote thereon at the Special Meeting, voting separately. Accordingly, a AMHC’s stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting or an abstention will have the same effect as a vote “AGAINST” the Charter Amendment Proposal.

The approval of the Bylaws Amendment Proposal requires the affirmative vote of the holders of at least 66.7% of the issued and outstanding shares of each of the Class A Common Stock and Class B Common Stock represented in person (which would include presence at a virtual meeting) or by proxy and entitled to vote thereon at the Special Meeting, voting together as a single class. Accordingly, a AMHC’s stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting or an abstention will have the same effect as a vote “AGAINST” the Bylaws Amendment Proposal.

The approval of the Director Election Proposal requires the affirmative vote of a plurality of the votes cast by the stockholders represented in person (which would include presence at a virtual meeting) or by proxy and entitled to vote at the Special Meeting. Prior to the closing of AMHC’s initial business combination, holders of shares of Class B Common Stock have the exclusive right to elect any director, and holders of shares of Class A Common Stock have no right to vote on the election of any director. “Plurality” means that the individuals who receive the largest number of votes cast “FOR” are elected as directors. Consequently, any shares not voted “FOR” a particular nominee (whether as a result of an abstention, a direction to withhold authority or broker non-vote) will not be counted in the nominee’s favor.

Q.     Are the Proposals conditioned on one another?

A.     The approval of the Business Combination Proposal, the Charter Amendment Proposal, the Bylaws Amendment Proposal, the Nasdaq Stock Issuance Proposal, the Director Election Proposal and the Equity Incentive Plan Proposal are preconditions to the Closing (and each such Proposal, as well as the ESPP Proposal, is cross-conditioned on the approval of such other Proposals). If any of these Proposals is not approved, the other Proposals will not be presented to stockholders for a vote.

Q.     Why is AMHC providing stockholders with the opportunity to vote on the Business Combination?

A.     Under the Current Charter, AMHC must provide all holders of its Public Shares with the opportunity to have their Public Shares redeemed upon consummation of AMHC’s initial business combination either in conjunction with a stockholder vote or a tender offer. For business and other reasons, AMHC has elected to provide its stockholders with the opportunity to have their Public Shares redeemed in connection with a stockholder vote rather than a tender offer. Therefore, AMHC is seeking to obtain the approval of its stockholders of the Business Combination Proposal in order to allow its Public Stockholders to effectuate redemptions of their Public Shares in connection with the Closing.

Q.     What happens if I vote against the Business Combination Proposal?

A.     Pursuant to the Current Charter, if the Business Combination Proposal is not approved and AMHC does not otherwise consummate an alternative business combination by November 22, 2021, AMHC will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to the Public Stockholders.

Q.     What will happen if I abstain from voting or fail to vote at the Special Meeting?

A.     At the Special Meeting, AMHC will count a property executed proxy card marked “ABSTAIN” with respect to a particular proposal as present for purposes of determine whether a quorum is present. The failure to vote or abstentions will have the same effect as a vote “AGAINST” the Charter Amendment Proposal and the Bylaws

Amendment Proposal. Any failures to vote and abstentions will not be counted as votes cast and will have no effect on any of the Business Combination Proposal, the Nasdaq Stock Issuance Proposal, the Advisory Charter Amendment Proposals, the Director Election Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal.

Q.     What happens if I do not indicate how to vote my proxy?

A.     If you sign your proxy card without providing further instructions, your shares of AMHC Common Stock will be voted “FOR” each proposal presented to the stockholders. The proxyholders may use their discretion to vote on any other matters which properly come before the Special Meeting.

Q.     If I am not going to attend the Special Meeting, should I return my proxy card instead?

A.     Yes. Whether you plan to attend the Special Meeting or not, please read the enclosed proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the envelope provided.

In order to exercise your redemption rights, you must properly demand redemption and deliver your shares (either physically or electronically) to Continental at least two business days prior to the Special Meeting. See “How do I exercise my redemption rights” above.

Q.     Can I change my vote after I have voted?

A.     You may revoke your proxy and change your vote at any time before the final vote at the Special Meeting. You may vote again by signing and returning a new proxy card or voting instruction form with a later date or by attending the Special Meeting and voting online if you are a stockholder of record. However, your attendance at the Special Meeting will not automatically revoke your proxy unless you vote again at the Special Meeting or specifically request that your prior proxy be revoked by delivering to AMHC’s Chief Financial Officer at 1177 Avenue of the Americas, Floor 40, New York, New York 10036 a written notice of revocation prior the Special Meeting.

Please note, however, that if your shares are held of record by a brokerage firm, bank or other nominee, you must instruct your broker, bank or other nominee that you wish to change your vote by following the procedures on the voting form provided to you by the broker, bank or other nominee. If you shares are held in street name, and you wish to attend the Special Meeting and vote at the Special Meeting, you must bring to the Special Meeting a legal proxy from the broker, bank or other nominee holding your shares, confirming your beneficial ownership of the shares and giving you the right to vote your shares.

Q.     What should I do if I receive more than one set of voting materials?

A.     You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q.     Who bears the cost of soliciting proxies?

A.     AMHC will pay the cost of soliciting proxies for the Special Meeting. AMHC has engaged Okapi Partners as proxy solicitor to assist in the solicitation of proxies for the Special Meeting. AMHC has agreed to pay Okapi Partners approximately $            . AMHC will also reimburse banks, brokers and other nominees, custodians and fiduciaries representing the beneficial owners of shares of AMHC Common Stock for their expenses in forwarding soliciting materials to beneficial owners of AMHC Common Stock and obtaining voting instructions from those owners. AMHC’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q.     Are there any risks that I should consider as a AMHC stockholder in deciding how to vote or whether to exercise my redemption rights?

A.     Yes. You should read and carefully consider the risk factors set forth in the section titled “Risk Factors” in this proxy statement/prospectus.

Q.     Who can help answer my questions?

A.     You can contact our Chief Financial Officer, Kenneth Clifford, at Kenneth.Clifford@metalmarkcapital.com, or by sending a letter to Mr. Clifford at the offices of AMHC at 1177 Avenue of the Americas, Floor 40, New York, New York 10036 with any questions about the proposals described in this proxy statement/prospectus or how to execute your vote.

You may also contact our proxy solicitor at:

Okapi Partners

1212 Avenue of the Americas, 24th Floor

New York, New York 10036

(212) 297-0720, for Banks and Brokerage Firms

(855) 208-8902, for Stockholders and All Others

Email: info@okapipartners.com

You may also obtain additional information about AMHC from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information; Incorporation by Reference”. If you are an AMHC stockholder and you intend to seek redemption of your shares, you will need to deliver your Public Shares (either physically or electronically) to Continental (or through the Depositary Trust Company to Continental) at the address listed below at least two business days prior to the vote at the Special Meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30th Floor

New York, New York 10004

Attn: Mark Zimkind

Email: mzimkind@continentalstock.com

•        the costs of preparing, filing and prosecuting patent applications, maintaining and enforcing Jasper’s intellectual property and proprietary rights and defending intellectual property-related claims in the United States and internationally;

•        the number and characteristics of product candidates that Jasper develops or may in-license;

•        Jasper’s ability to establish and maintain collaborations on favorable terms, if at all;

•        the achievement of milestones or occurrence of other developments that trigger payments under any collaboration agreements it enters;

•        the outcome, timing and cost of meeting regulatory requirements established by the FDA, the European Medical Agency (the “EMA”) and other comparable foreign regulatory authorities;

•        the cost and timing of completion of commercial-scale outsourced manufacturing activities;

•        the cost of establishing sales, marketing and distribution capabilities for any product candidates for which Jasper may receive regulatory approval in regions where Jasper chooses to commercialize it products on its own; and

•        the costs of operating as a public company.

Conducting preclinical testing and clinical trials is a time-consuming, expensive and uncertain process that takes years to complete, and Jasper may never generate the necessary data or results required to obtain marketing approval and achieve product sales. In addition, even if Jasper successfully develop product candidates and those are approved, Jasper may not achieve commercial success. Jasper’s commercial revenues, if any, will be derived from sales of products that it does not expect to be commercially available for several years, if at all. Accordingly, Jasper will need to continue to rely on additional financing to achieve its business objectives.

Any additional fundraising efforts may divert Jasper’s management from their day-to-day activities, which may adversely affect Jasper’s ability to develop and commercialize product candidates. Jasper cannot be certain that additional funding will be available on acceptable terms, or at all. Jasper has no committed source of additional capital and, if Jasper is unable to raise additional capital in sufficient amounts or on terms acceptable to it, it may have to significantly delay, scale back or discontinue the development or commercialization of product candidates or other research and development initiatives. Jasper’s license agreements and any future collaboration agreements may also be terminated if Jasper is unable to meet the payment or other obligations under the agreements. Jasper could be required to seek collaborators for product candidates at an earlier stage than otherwise would be desirable or on terms that are less favorable than might otherwise be available or relinquish or license on unfavorable terms its rights to product candidates in markets where it otherwise would seek to pursue development or commercialization itself.

As a result of Jasper’s recurring losses from operations and recurring negative cash flows from operations, Jasper’s financial statements contain a statement regarding a substantial doubt about its ability to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt about Jasper’s ability to continue as a going concern. See the risk factor below titled, “As a result of Jasper’s history of losses and negative cash flows from operations, its financial statements contain a statement regarding a substantial doubt about Jasper’s ability to continue as a going concern.” If Jasper is unable to obtain funding on a timely basis, it may be required to significantly curtail, delay or discontinue one or more of Jasper’s research or development programs or the commercialization of any product candidate, or be unable to expand Jasper’s operations or otherwise capitalize on Jasper’s business opportunities, as desired, which could materially affect its business, financial condition and results of operations. Any of the above events could significantly harm Jasper’s business, prospects, financial condition and results of operations and cause the price of Jasper’s common stock to decline.

Jasper has a limited operating history and no history of commercializing pharmaceutical products, which may make it difficult to evaluate the prospects for its future viability.

Jasper is a clinical stage company. Jasper was founded and commenced operations in March 2018. Jasper’s operations to date have been limited to organizing and staffing its company, business planning, raising capital, acquiring and developing Jasper’s technology, identifying potential product candidates and undertaking preclinical studies and clinical trials. Although Jasper has initiated clinical trials for JSP191, it has not yet demonstrated an

ability to successfully complete clinical trials of its product candidates; obtain marketing approvals; manufacture a commercial-scale medicine or therapy, or arrange for a third party to do so on its behalf; or conduct sales and marketing activities necessary for successful commercialization. Typically, it takes about 10 to 15 years to develop a new medicine from the time it is discovered to when it is available for treating patients. Consequently, any predictions Jasper makes about its future success or viability may not be as accurate as they could be if Jasper had a longer operating history.

In addition, as a young business, Jasper may encounter unforeseen expenses, difficulties, complications, delays and other known and unknown factors. Jasper will need to transition at some point from a company with a research and development focus to a company capable of supporting commercial activities. Jasper may not be successful in such a transition.

Jasper has never generated revenue from product sales and may never be profitable.

Jasper’s ability to generate revenue from product sales and achieve profitability depends on its ability, alone or with collaborators, to successfully complete the development of, and obtain the regulatory approvals necessary to commercialize, product candidates. Jasper does not anticipate generating revenues from product sales for the next several years, if ever. Jasper’s ability to generate future revenue from product sales depends heavily on its, or its future collaborators’, ability to successfully:

•        identify product candidates and complete research and preclinical and clinical development of any product candidates Jasper may identify;

•        seek and obtain regulatory and marketing approvals for any product candidates for which Jasper completes clinical trials;

•        launch and commercialize any product candidates for which Jasper obtains regulatory and marketing approval by establishing a sales force, marketing and distribution infrastructure or, alternatively, collaborating with a commercialization partner;

•        qualify for coverage and adequate reimbursement by government and third-party payors for any product candidates for which Jasper obtains regulatory and marketing approval;

•        develop, maintain, and enhance a sustainable, scalable, reproducible, and transferable manufacturing process for the product candidates Jasper may develop;

•        establish and maintain supply and manufacturing relationships with third parties that can provide adequate, in both amount and quality, products and services to support clinical development and the market demand for any product candidates for which Jasper obtains regulatory and marketing approval;

•        obtain market acceptance of product candidates as viable treatment options;

•        address competing technological and market developments;

•        implement internal systems and infrastructure, as needed;

•        negotiate favorable terms in any collaboration, licensing or other arrangements into which Jasper may enter and performing its obligations in such arrangements;

•        maintain, protect, enforce, defend and expand Jasper’s portfolio of intellectual property rights, including patents, trade secrets and know-how, in the United States and internationally;

•        avoid and defend against third-party interference, infringement and other intellectual property claims in the United States and internationally; and

•        attract, hire and retain qualified personnel.

Even if one or more of the product candidates Jasper develops are approved for commercial sale, it anticipates incurring significant costs associated with commercializing any approved product candidate. Jasper’s expenses could increase beyond expectations if it is required by the FDA, the EMA or other regulatory authorities to perform clinical and other studies in addition to those that it currently anticipates.

Many of the factors listed above are beyond Jasper’s control, and could cause it to experience significant delays or prevent it from completing the development of its product candidates, obtaining regulation approvals or commercialize its product candidates. Even if Jasper does achieve profitability, it may not be able to sustain or increase profitability on a quarterly or annual basis. A failure to become or remain profitable could result a decline in the value of its company also could cause you to lose all or part of your investment.

As a result of Jasper’s history of losses and negative cash flows from operations, its financial statements contain a statement regarding a substantial doubt about its ability to continue as a going concern.

A history of operating losses and negative cash flows from operations combined with Jasper’s anticipated use of cash to fund operations raises substantial doubt about its ability to continue as a going concern beyond the 12-month period from the issuance date of its unaudited interim condensed financial statements for the three months ended March 31, 2021. Jasper’s future viability as an ongoing business is dependent on its ability to generate cash from its operating activities or to raise additional capital to finance its operations.

The perception that Jasper might be unable to continue as a going concern may also make it more difficult to obtain financing for the continuation of its operations on terms that are favorable to it, or at all, and could result in the loss of confidence by investors and employees. Jasper’s financial statements do not include any adjustments that might result from the outcome of this uncertainty. If Jasper is unable to continue as a going concern, it may have to liquidate its assets and may receive less than the value at which those assets are carried on its financial statements, and it is likely that Jasper’s investors will lose all or a part of their investment.

Jasper’s ability to utilize its net operating loss carryforwards and certain other tax attributes to offset taxable income or taxes may be limited.

As of December 31, 2020, Jasper had net operating loss carryforwards for federal income tax purposes of $20.4 million that can be carried forward indefinitely. As of December 31, 2020, Jasper had net operating loss carryforwards for state income tax purposes of $20.0 million that begin to expire in 2038. Portions of these net operating loss carryforwards could expire unused and be unavailable to offset future income tax liabilities. Under the legislation enacted in 2017, informally titled the Tax Cuts and Jobs Act (the “Tax Act”), as modified by the Coronavirus Aid, Relief, and Economic Security (the “CARES Act”), U.S. federal net operating losses incurred in taxable years beginning after December 31, 2017, may be carried forward indefinitely, but the deductibility of such federal net operating losses in taxable years beginning after December 31, 2020 is limited. It is uncertain how various states will respond to the Tax Act and the CARES Act. For state income tax purposes, there may be periods during which the use of net operating loss carryforwards is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed. In addition, under Sections 382 and 383 of the Code and corresponding provisions of state law, if a corporation undergoes an “ownership change,” which is generally defined as a greater than 50% change, by value, in its equity ownership over a three-year period, the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes to offset its post-change income or taxes may be limited. As of December 31, 2020, Jasper has completed a Section 382 analysis of the Code from inception through the year ended December 31, 2020. Jasper experienced an ownership change on November 21, 2019 related to its Series A redeemable convertible preferred stock financing. Any net operating loss generated in excess of the $2.87 million will be permanently limited for California tax purposes. Jasper reduced its California net operating loss deferred tax assets balance by the permanently limited amount of $0.6 million. Net federal operating losses are not limited as they can be carried forward indefinitely. There is a full valuation allowance for net deferred tax assets, including net operating loss carryforwards for the year ended December 31, 2020.

Jasper’s business could be adversely affected by the effects of health pandemics or epidemics, including the current COVID-19 pandemic and future outbreaks of the disease, in regions where it or third parties on which it relies have concentrations of clinical trial sites or other business operations.

Jasper’s business could be adversely affected by the effects of health pandemics or epidemics, including the current outbreak of COVID-19 and future outbreaks of the disease. For example, enrollment in clinical trials may be delayed. Although Jasper has reopened its offices and some employees have transitioned back to working on site, there is a lack of uniformity of restrictions and requirements among its clinical trial sites, and future shelter-in-place or similar type restrictions could be imposed. Jasper is subject to risk of outbreaks at its facilities, and potential exposure to employee claims regarding workplace safety, and unanticipated shutdowns or quarantines could be

imposed in the future which would disrupt its operations. This uncertainty and the evolving nature of policies and restrictions may negatively impact productivity, disrupt Jasper’s business and further delay clinical programs and timelines, the magnitude of which will depend, in part, on the length and severity of the restrictions and other limitations on Jasper’s ability to conduct its business in the ordinary course, which could negatively impact its business, operating results and financial condition.

The spread of COVID-19, which has caused a broad impact globally, may affect Jasper economically. While the potential economic impact brought by, and the duration of, the COVID-19 pandemic, may be difficult to assess or predict, it has resulted in significant disruption of global financial markets. This disruption, if sustained or recurrent, could make it more difficult for Jasper to access capital, which could in the future negatively affect its liquidity. In addition, a recession or market correction resulting from the spread of COVID-19 could materially affect Jasper’s business and the value of its common stock. The global COVID-19 pandemic continues to evolve, and its ultimate impact or that of any similar health pandemic or epidemic is highly uncertain. Jasper does not yet know the full extent of potential delays or impacts on its business, its planned and ongoing clinical trials, the hospitals and healthcare systems or the global economy as a whole. These effects could have an adverse impact on Jasper’s operations, and it will continue to monitor the COVID-19 situation closely.

Risks Related to Discovery, Development, Manufacturing and Commercialization

Jasper is substantially dependent on the success of its most advanced product candidate, JSP191. If it is unable to complete development of, obtain approval for and commercialize its product candidates, including JSP191, in a timely manner or at all, its business will be harmed.

Jasper’s future success is dependent on its ability to timely advance and complete clinical trials, obtain marketing approval for and successfully commercialize its product candidates. Jasper is not permitted to market or promote JSP191 or any other product candidate before it receives marketing approval from the FDA and comparable foreign regulatory authorities, and it may never receive such marketing approvals.

The success of Jasper’s product candidates will depend on several factors, including the following:

•        the acceptance of individual investigational review boards (“IRBs”) and scientific review committees at each clinical trial site as to the adequacy of the preclinical data package to support clinical development of JSP191 and their overall general agreement with the use of JSP191 in the intended patient population in the intended manner;

•        the willingness of clinical investigators to place patients in the clinical trials, and the willingness of patients to enroll in a clinical trial studying a first-in-human cell therapy;

•        the initiation and successful patient enrollment and completion of additional clinical trials of JSP191 on a timely basis;

•        the frequency and severity of adverse events in the clinical trials;

•        the successful and timely completion of Jasper’s ongoing Phase 1/2 clinical trial of JSP191 for the treatment of SCID and the ongoing Phase 1 clinical trial of JSP191 for AML or MDS;

•        maintaining and establishing relationships with contract research organizations (“CROs”) and clinical sites for the clinical development of JSP191 both in the United States and internationally;

•        successful completion of clinical trials, including toxicology studies, biodistribution studies and minimally efficacious dose studies in animals, where applicable, under the FDA’s current Good Clinical Practices (“cGCPs”) and the FDA’s current Good Laboratory Practices;

•        effective investigational new drug (“IND”) applications or Clinical Trial Authorizations that allow commencement of Jasper’s planned clinical trials or future clinical trials for Jasper’s product candidates;

•        the results of clinical trials conducted by third parties in hematopoietic stem cell transplant (“HSCT”) if such trials result in changes to the standard of care for HSCT or otherwise cause Jasper to change its clinical trial protocols;

•        the efficacy, safety and tolerability profiles that are satisfactory to the FDA, EMA or any comparable foreign regulatory authority for marketing approval;

•        the timely receipt of marketing approvals for its product candidates from applicable regulatory authorities;

•        the extent of any required post-marketing approval commitments to applicable regulatory authorities;

•        the maintenance of existing or the establishment of new supply arrangements with third-party suppliers and manufacturers for clinical development of JSP191;

•        the maintenance of existing, or the establishment of new, scaled production arrangements with third-party manufacturers to obtain finished products that are appropriate for commercial sale of JSP191, if it is approved;

•        obtaining and maintaining patent protection, trade secret protection and regulatory exclusivity, both in the United States and internationally;

•        a continued acceptable safety profile following any marketing approval;

•        commercial acceptance by patients, the medical community and third-party payors;

•        Jasper’s ability to obtain coverage and adequate reimbursement from third-party payors for its products and patients’ willingness to pay out-of-pocket in the absence of such coverage and adequate reimbursement; and

•        Jasper’s ability to compete with other treatments.

Jasper does not have complete control over many of these factors, including certain aspects of clinical development and the regulatory submission process, potential threats to its intellectual property rights and the manufacturing, marketing, distribution and sales efforts of any future collaborator. If Jasper is not successful with respect to one or more of these factors in a timely manner or at all, it could experience significant delays or an inability to successfully commercialize JSP191, which would materially harm its business. If Jasper does not receive marketing approvals for JSP191, it may not be able to continue its operations.

Jasper may not be successful in its efforts to identify, develop and commercialize additional product candidates. If these efforts are unsuccessful, Jasper may never become a commercial stage company or generate any revenues.

The success of Jasper’s business depends primarily upon its ability to identify, develop and commercialize additional product candidates based on, or complementary with, its technology platform. While Jasper is currently conducting a Phase 1/2 clinical trial of JSP191 as a conditioning agent prior to allogenic transplant for SCID patients, a Phase 1 clinical trial of JSP191 as a conditioning agent prior to allogenic transplant for patients with AML or MDS, and is planning a Phase 1 clinical trial of JSP191 as a conditioning agent prior to allogenic transplant ,all of Jasper’s other product development programs, including its eHSC program, are still in the research or preclinical stage of development. Jasper’s research programs may fail to identify additional product candidates for clinical development for a number of reasons. Jasper’s research methodology may be unsuccessful in identifying potential product candidates, its potential product candidates may be shown to have harmful side effects in preclinical in vitro experiments or animal model studies, they may not show promising signals of efficacy in such experiments or studies or they may have other characteristics that may make the product candidates impractical to manufacture, unmarketable or unlikely to receive marketing approval. The historical failure rate for product candidates is high due to risks relating to safety, efficacy, clinical execution, changing standards of medical care and other unpredictable variables. In addition, although Jasper believes its technology platform will position it to rapidly expand its portfolio of product candidates beyond its current product candidates, its ability to expand its portfolio may never materialize.

If any of these events occur, Jasper may be forced to abandon its research or development efforts for a program or programs, which would have a material adverse effect on its business, financial condition, results of operations and prospects. Research programs to identify new product candidates require substantial technical, financial and human resources. Jasper may focus its efforts and resources on potential programs or product candidates that ultimately prove to be unsuccessful, which would be costly and time-consuming.

eHSCs are a novel technology that is not yet clinically validated for human use. The approaches Jasper is taking to create eHSCs are unproven and may never lead to marketable products.

Jasper is developing eHSCs for transplant into the human body. Although there have been significant advances in the field of use of RNA or DNA to edit cells ex vivo prior to transplant in recent years, these technologies have only more recently been applied to HSCs, and Jasper’s approach is new and unproven. The scientific evidence to support the feasibility of developing eHSCs is both preliminary and limited. Successful development of eHSCs by Jasper will require solving a number of challenges, including:

•        obtaining regulatory authorization from the FDA and other regulatory authorities;

•        identifying appropriate molecular or genetic targets for modification within HSCs;

•        developing and deploying consistent and reliable processes for procuring cells from consenting third-party donors, isolating HSCs from such donor cells, modifying target molecules within such HSCs, storing and transporting the resulting eHSCs for therapeutic use and finally infusing these eHSCs into patients;

•        utilizing these eHSC product candidates in combination or in sequence with companion therapeutics, which may increase the risk of adverse side effects;

•        avoiding potential complications of eHSC transplants, including failure to engraft, rejection by host or lack of functionality, any of which could result in serious side effects or death;

•        educating medical personnel regarding the potential side effect profile of Jasper’s product candidates, particularly those that may be unique to its eHSCs;

•        understanding and addressing variability in the quality of a donor’s cells, which could ultimately affect Jasper’s ability to manufacture product in a reliable and consistent manner;

•        developing processes for the safe administration of eHSC products, including long-term follow-up and registries, for all patients who receive these product candidates;

•        relying on third parties to find suitable healthy donors;

•        manufacturing product candidates to Jasper’s specifications and in a timely manner to support its clinical trials and, if approved, commercialization;

•        sourcing clinical and, if approved by applicable regulatory authorities, commercial supplies for the materials used to manufacture and process product candidates;

•        developing a manufacturing process and distribution network that can provide a stable supply with a cost of goods that allows for an attractive return on investment; and

•        establishing sales and marketing capabilities ahead of and after obtaining any regulatory approval to gain market acceptance, and obtaining coverage, adequate reimbursement and pricing by third-party payors and governmental healthcare programs.

Jasper may decide to alter or abandon its initial eHSC programs as new data become available and it gains experience in developing eHSCs. Jasper cannot be sure that its programs will yield satisfactory products that are safe and effective, scalable or profitable in its initial indication or any other indication Jasper pursue.

Moreover, actual or perceived safety issues, including as a result of adverse developments in Jasper’s eHSC programs or in genome engineering programs undertaken by third parties or of the adoption of novel approaches to treatment, may adversely influence the willingness of subjects to participate in Jasper’s clinical trials, or, if one of its product candidates is approved by applicable regulatory authorities, of physicians to subscribe to the novel treatment mechanics or of patients to provide consent to receive a novel treatment despite its regulatory approval. The FDA or other applicable regulatory authorities may require specific post-market studies or additional information that communicates the benefits or risks of its products. New data may reveal new risks of Jasper’s product candidates at any time prior to or after regulatory approval.

If any of Jasper’s product candidates causes serious adverse events, undesirable side effects or unexpected characteristics, such events, side effects or characteristics could delay or prevent regulatory approval of the product candidate, limit its commercial potential or result in significant negative consequences following any potential marketing approval.

Undesirable side effects or adverse events caused by JSP191 and Jasper’s other product candidates, and Jasper’s eHSCs or other cell-based companion therapeutics Jasper may develop could cause it or regulatory authorities to interrupt, delay or halt clinical trials and could result in a more restrictive label or the delay or denial of regulatory approval by the FDA or comparable foreign regulatory authorities. Results of Jasper’s clinical trials could reveal a high and unacceptable severity and prevalence of side effects or unexpected characteristics. Treatment-related side effects could also affect patient recruitment or the ability of enrolled patients to complete the trials or result in potential product liability claims.

There have been no clinical trials of eHSCs. In the genetic medicine field, there have been several significant adverse events from genetically engineered treatments in the past, including reported cases of leukemia and death. There can be no assurance that Jasper’s eHSCs will not cause undesirable side effects, as improper modification of a patient’s DNA could lead to lymphoma, leukemia or other cancers, or other aberrantly functioning cells.

A significant risk in any genetically engineered product candidate is that “off-target” gene alterations may occur, which could cause serious adverse events, undesirable side effects or unexpected characteristics. Although Jasper and others have demonstrated the ability to improve the specificity of gene alterations in a laboratory setting, Jasper cannot be certain that off-target alterations will not occur in any of its planned or future clinical trials, and the lack of observed side effects in preclinical studies does not guarantee that such side effects will not occur in human clinical trials.

If any product candidates Jasper develops are associated with serious adverse events, undesirable side effects or unexpected characteristics, it may need to abandon their development or limit development to certain uses or subpopulations in which the serious adverse events, undesirable side effects or other characteristics are less prevalent, less severe or more acceptable from a risk-benefit perspective, any of which would have a material adverse effect on Jasper’s business, financial condition, results of operations, and prospects. Many product candidates that initially showed promise in early stage testing have later been found to cause side effects that prevented further clinical development of the product candidates.

Results of preclinical studies and early clinical trials may not be predictive of results of future clinical trials, and such results do not guarantee approval of a product candidate by regulatory authorities. In addition, Jasper’s clinical trials to date have been limited in scope and results received to date may not be replicated in expanded or additional future clinical trials.

The outcome of preclinical studies and early clinical trials may not be predictive of the success of later clinical trials, and interim results of clinical trials do not necessarily predict success in the results of completed clinical trials. There can be no assurance that any of Jasper’s current or future preclinical and clinical trials will ultimately be successful or support further preclinical or clinical development of any of its product candidates. Many companies in the pharmaceutical and biotechnology industries have suffered significant setbacks in late-stage clinical trials after achieving positive results in earlier development, and Jasper could face similar setbacks. The design of a clinical trial can determine whether its results will support approval of a product and flaws in the design of a clinical trial may not become apparent until the clinical trial is well advanced. Many companies that believed their product candidates performed satisfactorily in preclinical studies and clinical trials have nonetheless failed to obtain regulatory approval for their product candidates. In addition, preclinical and clinical data are often susceptible to varying interpretations and analyses, which may delay, limit or prevent regulatory approval. In addition, regulatory delays or rejections may be encountered as a result of many factors, including changes in regulatory policy during the period of product development. Any such adverse events may cause Jasper to delay, limit or terminate planned clinical trials, any of which would have a material adverse effect on Jasper’s business, financial condition, results of operations and prospects.

In some instances, there can be significant variability in safety or efficacy results between different clinical trials of the same product candidate due to numerous factors, including changes in trial procedures set forth in protocols, differences in the size and type of the patient populations, changes in and adherence to the dosing regimen and other clinical trial procedures and the rate of dropout among clinical trial participants. If Jasper fails to

receive positive results in clinical trials of its product candidates, the development timeline and regulatory approval and commercialization prospects for its most advanced product candidate, and, correspondingly, its business and financial prospects would be negatively impacted.

If Jasper experiences delays or difficulties in the enrollment of patients in clinical trials, the cost of developing product candidates could increase and its receipt of necessary regulatory approvals could be delayed or prevented.

Patient enrollment is a significant factor in the timing of clinical trials. The timing of Jasper’s clinical trials depends, in part, on the speed at which Jasper can recruit patients to participate in its trials. Jasper or its collaborators may not be able to continue clinical trials for JSP191 or any other product candidates Jasper identifies or develops if it is unable to locate and enroll a sufficient number of eligible patients to participate in these trials as required by the FDA, the EMA or other analogous regulatory authorities outside the United States, or as needed to provide appropriate statistical power for a given trial. Patients may be unwilling to participate in Jasper’s clinical trials because of negative publicity from adverse events related to the biotechnology, gene therapy or genome engineering fields, competitive clinical trials for similar patient populations, clinical trials in competing products or for other reasons. As a result, the timeline for recruiting patients, conducting trials and obtaining regulatory approval of product candidates be delayed.

Patient enrollment is also affected by other factors, including:

•        severity of the disease under investigation;

•        size of the patient population and process for identifying patients;

•        design of the trial protocol;

•        availability and efficacy of approved medications for the disease under investigation;

•        availability of genetic testing for potential patients;

•        ability to obtain and maintain patient informed consent;

•        risk that enrolled patients will drop out before completion of the trial;

•        eligibility and exclusion criteria for the trial in question;

•        perceived risks and benefits of the product candidate under trial;

•        perceived risks and benefits of genome engineering as a treatment approach;

•        perceived risks and benefits of the companion therapeutics that may be administered in combination or in sequence with JSP191;

•        efforts to facilitate timely enrollment in clinical trials;

•        potential disruptions caused by the COVID-19 pandemic, including difficulties in initiating clinical sites, enrolling and retaining participants, diversion of healthcare resources away from clinical trials, travel or quarantine policies that may be implemented, and other factors;

•        patient referral practices of physicians;

•        ability to monitor patients adequately during and after treatment;

•        proximity and availability of clinical trial sites for prospective patients, especially for those conditions which have small patient pools;

•        the requirement for HSCT to be performed in centers that specialize in this procedure; and

•        changes to diagnostic technologies, methodologies or criteria used to identify HSCT patients at high risk for relapse.

In addition, Jasper’s clinical trials will compete with other clinical trials for product candidates that are in the same therapeutic areas as Jasper’s product candidates, and this competition will reduce the number and types of patients available to it, because some patients who have opted to enroll in Jasper’s trials may instead opt to enroll in a trial being conducted by a competitor. Jasper may conduct some of its clinical trials at the same clinical trial sites that some of its competitors use, which will reduce the number of patients who are available for its clinical trials at such clinical trial sites.

Enrollment delays in Jasper’s clinical trials may result in increased development costs for JSP191 or any other product candidates Jasper may develop, which would cause the value of Jasper to decline and limit Jasper’s ability to obtain additional financing. If Jasper or its collaborators have difficulty enrolling a sufficient number of patients to conduct its clinical trials as planned, Jasper may need to delay, limit or terminate ongoing or planned clinical trials, any of which would have an adverse effect on Jasper’s business, financial condition, results of operations and prospects.

Jasper has never obtained regulatory approval for a drug may never receive regulatory approval for any of its product candidates, and may therefore never generate revenues from product sales.

As a company, Jasper has never obtained regulatory approval for, or commercialized, a drug. It is possible that the FDA may refuse to accept any or all future product candidates for substantive review or may conclude after review of Jasper’s data that its application is insufficient to obtain regulatory approval for any current or future product candidates. If the FDA does not approve any future product candidates, it may require that Jasper conduct additional costly clinical, preclinical or manufacturing validation studies before the FDA will reconsider Jasper’s applications. Depending on the extent of these or any other FDA-required studies, approval of any product candidates or other application that Jasper submits may be significantly delayed, possibly for several years, or may require it to expend more resources than it has available. Any failure or delay in obtaining regulatory approvals would prevent Jasper from commercializing JSP191 or any other product candidate, generating revenues and achieving and obtaining or sustaining profitability. It is also possible that additional studies, if performed and completed, may not be considered sufficient by the FDA to approve any new drug application or other application Jasper submits. If any of these outcomes occur, Jasper may be forced to abandon the development of its product candidates, which would materially adversely affect Jasper’s business and could potentially cause Jasper to cease operations. Jasper faces similar risks for its applications in foreign jurisdictions.

Jasper’s commercial success depends upon attaining significant market acceptance of its product candidates, if approved, among physicians, patients, healthcare payers and operators of major clinics, and Jasper may not be successful in attaining such market acceptance.

Even with the requisite approvals from the FDA in the U.S., the EMA in the European Union and other regulatory authorities internationally, the commercial success of Jasper’s product candidates will depend, in part, upon its degree of market acceptance by physicians, patients, third-party payors and others in the medical community. Any product that Jasper commercializes may not gain acceptance by physicians, patients, health care payors and others in the medical community. If these products do not achieve an adequate level of acceptance, Jasper may not generate significant product revenue and may not become profitable. Efforts to educate the medical community and third-party payors on the benefits of its product candidates may require significant resources, including management time and financial resources, and may not be successful. Ethical, social and legal concerns about genetic medicines generally and genome engineering technologies specifically could result in additional regulations restricting or prohibiting the marketing of Jasper’s product candidates. Even if any product candidate Jasper develops receives marketing approval, it may nonetheless fail to gain sufficient market acceptance by physicians, patients, healthcare payors and others in the medical community. The degree of market acceptance of any product candidate Jasper develops, if approved for commercial sale, will depend on a number of factors, including:

•        the efficacy and safety of such product candidate as demonstrated in clinical trials;

•        the efficacy and safety of other products that are used in combination or in sequence with Jasper’s product candidates;

•        the potential and perceived advantages of Jasper’s product candidates compared to alternative treatments;

•        the limitation to Jasper’s targeted patient population and limitations or warnings contained in approved labeling by the FDA or other regulatory authorities;

•        the ability to offer Jasper’s products for sale at competitive prices;

•        convenience and ease of administration compared to alternative treatments;

•        the clinical indications for which the product candidate is approved by the FDA, the EMA or other regulatory agencies;

•        public attitudes regarding genetic medicine generally and genome engineering technologies specifically;

•        the willingness of the target patient population to try novel biologics and of physicians to prescribe these treatments, as well as their willingness to accept an intervention that involves the alteration of the patient’s gene;

•        product labeling or product insert requirements of the FDA, the EMA or other regulatory authorities, including any limitations or warnings contained in a product’s approved labeling;

•        relative convenience and ease of administration;

•        the strength of marketing and distribution support;

•        availability of third-party coverage and sufficiency of reimbursement; and

•        the prevalence and severity of any side effects.

Even if a product candidate is approved, such product may not achieve an adequate level of acceptance, Jasper may not generate significant product revenues, and Jasper may not become profitable.

If Jasper is unable to establish effective marketing and sales capabilities or enter into agreements with third parties to market and sell its product candidates, if approved, Jasper may not be able to effectively market and sell its product candidates, if approved, or generate product revenues.

Jasper has limited marketing capabilities and limited experience in the sale, marketing or distribution of pharmaceutical products. In addition, Jasper does not have a large sales, promotion and marketing budget. As a result of Jasper’s limited marketing capabilities, to achieve commercial success for any approved product for which Jasper retain sales and marketing responsibilities, it must either develop a sales and marketing organization or outsource these functions to third parties. In the future, Jasper may choose to build a focused sales, marketing and commercial support infrastructure to sell, or participate in sales activities with its collaborators for, some of Jasper’s product candidates if and when they are approved.

Factors that may inhibit Jasper’s efforts to commercialize its product candidates on its own include:

•        Jasper’s inability to recruit and retain adequate numbers of effective sales, marketing, reimbursement, customer service, medical affairs and other support personnel;

•        the inability of sales personnel to obtain access to physicians or educate adequate numbers of physicians on the benefits of prescribing any future products;

•        the inability of reimbursement professionals to negotiate arrangements for formulary access, reimbursement and other acceptance by payors;

•        restricted or closed distribution channels that make it difficult to distribute Jasper’s product candidates to segments of the patient population;

•        the lack of complementary products to be offered by sales personnel, which may put Jasper at a competitive disadvantage relative to companies with more extensive product lines; and

•        unforeseen costs and expenses associated with creating an independent commercialization organization.

Jasper may not be successful in entering into arrangements with third parties to commercialize its product candidates or may be unable to do so on terms that are favorable to it. Jasper may have little control over such third parties, and any of them may fail to devote the necessary resources and attention to sell and market its products effectively. If Jasper does not establish commercialization capabilities successfully, either on its own or in collaboration with third parties, it will not be successful in commercializing its product candidates.

Jasper faces significant competition in an environment of rapid technological change, and there is a possibility that its competitors may achieve regulatory approval before Jasper or develop therapies that are safer or more advanced or effective than Jasper’s, which may harm Jasper’s financial condition and its ability to successfully market or commercialize its product candidates.

The development and commercialization of new drug and biologic products is highly competitive. Moreover, the genome engineering and oncology fields are characterized by rapidly changing technologies, significant competition and a strong emphasis on intellectual property. Jasper will face competition with respect to JSP191 and any other product candidates that it develops or commercializes in the future from major pharmaceutical companies, specialty pharmaceutical companies and biotechnology companies worldwide. Potential competitors also include academic institutions, government agencies and other public and private research organizations that conduct research, seek patent protection and establish collaborative arrangements for research, development, manufacturing and commercialization.

There are a number of large pharmaceutical and biotechnology companies that currently market and sell products or are pursuing the development of products for the treatment of the disease indications for which Jasper has product candidates and research programs. Some of these competitive products and therapies are based on scientific approaches that are the same as or similar to Jasper’s approach, and others are based on entirely different approaches. Any product candidates that Jasper successfully develops and commercializes will compete with existing therapies and new therapies that may become available in the future that are approved to treat the same diseases for which Jasper may obtain approval for its product candidates. This may include other types of therapies, such as small molecule, antibody and/or protein therapies.

Many of Jasper’s current or potential competitors, either alone or with their collaboration partners, may have significantly greater financial resources and expertise in research and development, manufacturing, preclinical testing, conducting clinical trials, obtaining regulatory approvals and marketing approved products than Jasper does. Mergers and acquisitions in the pharmaceutical, biotechnology and gene therapy industries may result in even more resources being concentrated among a smaller number of Jasper’s competitors. Smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. These competitors also compete with Jasper in recruiting and retaining qualified scientific and management personnel and establishing clinical trial sites and patient registration for clinical trials, as well as in acquiring technologies complementary to, or necessary for, Jasper’s programs. Jasper’s commercial opportunity could be reduced or eliminated if its competitors develop and commercialize product candidates that are safer, more effective, have fewer or less severe side effects, are more convenient or are less expensive than Jasper’s product candidates or that would render Jasper’s product candidates obsolete or non-competitive. Jasper’s competitors also may obtain FDA or other regulatory approval for their product candidates more rapidly than it may obtain approval for Jasper’s, which could result in its competitors establishing a strong market position before Jasper is able to enter the market. Additionally, technologies developed by Jasper’s competitors may render Jasper’s product candidates uneconomical or obsolete, and Jasper may not be successful in marketing any product candidates against competitors.

Competitors of JSP-191 for Jasper’s conditioning program for CD-117, a receptor for stem cell factor (“SCF”) that is expressed on the surface of hematopoietic stem and progenitor cells, include the following:

•        Magenta Therapeutics, Inc., which is developing an Amanitin Anti-CD117 antibody drug conjugate and is in preclinical development;

•        Gilead Sciences, Inc., which is developing an antibody to CD117 that is not conjugated to any toxin and is used in combination with an antibody to CD47 and has started initial Phase I clinical studies;

•        Actinium Pharmaceuticals, Inc., which is developing an antibody to CD45 that is linked to radioisotope iodine-131 and is in Phase III clinical studies;

•        Molecular Templates Inc., which is developing an antibody to CD45 that is conjugated to engineered Shiga-toxin and is in preclinical development; and

•        Celldex Therapeutics, Inc., which is developing an antibody to inhibit tyrosine kinase KIT found in mast cells and is in Phase I/ II clinical studies in indications unrelated to conditioning.

Competitors for Jasper’s engineered stem cell therapy program include the following:

•        Gamida Cell Ltd., which is developing an umbilical cord blood (“UCB”)-derived cell product that uses a small molecule to inhibit differentiation and enhance functionality of ex vivo-expanded HSCs;

•        ExCellThera Inc., which is focused on ex vivo expansion of stem cells using a pyrimido-indole derivative small molecule;

•        Angiocrine Bioscience, Inc., which is expanding cord blood and gene-modified HSCs using an endothelial cell feeder layer;

•        Sana Biotechnology, Inc., which is developing hypoimmune cells designed to evade rejection and enable persistence of allogeneic cells;

•        Vor Biopharma, Inc., which is developing treatment-resistant marrow cells that enable CD33 targeted therapy; and

•        Ensoma Inc., which is developing viral vectors for delivery of cell modification payload, in vivo.

Adverse public perception of genetic medicines, and genome engineering in particular, may negatively impact regulatory approval of, and/or demand for, Jasper’s potential products.

Jasper’s eHSCs or other cell-based therapeutics Jasper may develop will be created by altering the human genome. The clinical and commercial success of Jasper’s potential products will depend in part on public understanding and acceptance of the use of genome engineering for the prevention or treatment of human diseases. Public attitudes may be influenced by claims that genome engineering is unsafe, unethical or immoral, and, consequently, Jasper’s current or future product candidates may not gain the acceptance of the public or the medical community. Adverse public attitudes may adversely impact Jasper’s ability to enroll clinical trials. Moreover, Jasper’s success will depend upon physicians prescribing, and their patients being willing to receive, treatments that involve the use of product candidates in lieu of, or in addition to, existing treatments with which they are already familiar and for which greater clinical data may be available.

In addition, genome engineering technology is subject to public debate and heightened regulatory scrutiny due to ethical concerns relating to the application of genome engineering technology to human embryos or the human germline. For example, in the United States, germline alteration for clinical application has been expressly prohibited since enactment of a December 2015 FDA ban on such activity. Prohibitions are also in place in the United Kingdom, across most of Europe, in China and many other countries around the world. In the United States, the National Institutes of Health has announced that the agency would not fund any use of gene engineering technologies in human embryos, noting that there are multiple existing legislative and regulatory prohibitions against such work, including the Dickey-Wicker Amendment, which prohibits the use of appropriated funds for the creation of human embryos for research purposes or for research in which human embryos are destroyed. Adverse events in Jasper’s preclinical studies or clinical trials or those of its competitors or of academic researchers utilizing genome engineering technologies, even if not ultimately attributable to product candidates Jasper may identify and develop, and the accompanying publicity could result in increased governmental regulation, unfavorable public perception, potential regulatory delays in the testing or approval of potential product candidates Jasper may identify and develop, stricter labeling requirements for those product candidates that are approved and a decrease in demand for any such product candidates.

If product liability lawsuits are brought against Jasper, it may incur substantial liabilities and may be required to limit commercialization of its product candidates.

Jasper faces an inherent risk of product liability exposure related to the testing in human clinical trials of its product candidates and will face an even greater risk if Jasper commercially sells any products that it may develop. For example, Jasper may be sued if its product candidates cause, or are perceived to cause, injury or are found to be otherwise unsuitable during clinical trials, manufacturing, marketing or sale. Any such product liability claims may include allegations of defects in manufacturing, defects in design, a failure to warn of dangers inherent in the product, negligence, strict liability or a breach of warranties. Claims could also be asserted under state consumer protection acts. If Jasper cannot successfully defend itself against claims that its product candidates or products

caused injuries, Jasper could incur substantial liabilities or be required to limit commercialization of its product candidates. Even successful defense would require significant financial and management resources. Regardless of merit or eventual outcome, liability claims may result in:

•        the inability to commercialize any products that Jasper may develop;

•        decreased demand for Jasper’s product candidates or products that it may develop;

•        injury to Jasper’s reputation and significant negative media attention;

•        withdrawal of clinical trial participants;

•        significant time and costs to defend the related litigation;

•        substantial monetary awards to trial participants or patients; and

•        loss of revenue.

Although Jasper maintains product liability insurance coverage, it may not be adequate to cover all liabilities that it may incur. Jasper anticipates that it will need to increase its insurance coverage as Jasper continues clinical trials and if Jasper successfully commercializes any product. Insurance coverage is increasingly expensive. Jasper may not be able to maintain insurance coverage at a reasonable cost or in an amount adequate to satisfy any liability that may arise.

Jasper’s product candidates are complex and difficult to manufacture. Jasper could experience delays in satisfying regulatory authorities or production problems that result in delays in its development or commercialization programs, limit the supply of its product candidates, or otherwise harm its business.

Jasper’s product candidates require processing steps that are more complex than those required for most chemical and other biological pharmaceuticals. Moreover, unlike chemical and other biological pharmaceuticals, the physical and chemical properties of a gene-engineered cell therapies cannot be fully characterized. As a result, assays of the finished product candidate may not be sufficient to ensure that the product candidate will perform in the intended manner. Problems with the manufacturing process, even minor deviations from the normal process, could result in product defects or manufacturing failures that result in lot failures, product recalls, product liability claims, insufficient inventory or potentially delay progression of Jasper’s clinical trials. If Jasper successfully develops product candidates, it may encounter problems achieving adequate quantities and quality of clinical-grade materials that meet FDA, EMA or other comparable applicable foreign standards or specifications with consistent and acceptable production yields and costs. In addition, Jasper’s product candidates will require complicated delivery modalities, such as electroporation, which will introduce additional complexities in the manufacturing process.

eHSCs consist of engineered human cells, and the process of manufacturing such product candidates is complex, concentrated with a limited number of suppliers, highly regulated and subject to numerous risks. Manufacturing such product candidates involves harvesting cells from a donor or from the patient, altering the cells ex vivo using genome engineering technology, cryopreservation, storage and eventually shipment and infusing the cell product into the patient’s body. Jasper’s manufacturing process will be susceptible to product loss or failure, or product variation that may negatively impact patient outcomes, due to logistical issues associated with the collection of starting material from the donor, shipping such material to the manufacturing site, shipping the final product back to the clinical trial recipient, preparing the product for administration, infusing the patient with the product, manufacturing issues or different product characteristics resulting from the differences in donor starting materials, variations between reagent lots, interruptions in the manufacturing process, contamination, equipment or reagent failure, improper installation or operation of equipment, vendor or operator error, inconsistency in cell growth and variability in product characteristics. Jasper’s manufacturing process, like that of a number of other cell therapy companies, is also characterized by limited numbers of suppliers, and in some cases sole source suppliers, with the manufacturing capabilities and know-how to create or source the materials, such as donor marrow cells and electroporation machines, used in Jasper’s cell manufacturing. While Jasper pursues multiple sources for the critical components of its manufacturing process, it may not be successful in securing these additional sources at all or on a timely basis. If microbial, viral or other contaminations are discovered in Jasper’s product candidates or in any of the manufacturing facilities in which products or other materials are made, such manufacturing facilities may need to be closed for an extended period of time to investigate and remedy the contamination.

In addition, the FDA, the EMA and other regulatory authorities may require Jasper to submit samples of any lot of approved product together with the protocols showing the results of applicable tests at any time. Under some circumstances, the FDA, the EMA or other regulatory authorities may require that Jasper not distribute a lot until the agency authorizes its release. Slight deviations in the manufacturing process, including those affecting quality attributes and stability, may result in unacceptable changes in the product that could result in lot failures or product recalls. Lot failures or product recalls could cause Jasper to delay clinical trials or product launches, which could be costly to Jasper and otherwise harm its business, financial condition, results of operations and prospects.

Some of the raw materials that Jasper anticipates will be required in its manufacturing process are derived from biologic sources. Such raw materials are difficult to procure and may be subject to contamination or recall. A material shortage, contamination, recall or restriction on the use of biologically derived substances in the manufacture of Jasper’s product candidates could adversely impact or disrupt the commercial manufacturing or the production of clinical material, which could materially harm Jasper’s development timelines and its business, financial condition, results of operations and prospects.

If Jasper or any contract research organizations, contract manufacturers or suppliers that it engages fail to comply with environmental, health and safety laws and regulations, Jasper could become subject to fines or penalties or incur costs that could have a material adverse effect on the success of its business.

Jasper and any contract research organizations, contract manufacturers and suppliers it engages are subject to numerous federal, state and local environmental, health and safety laws, regulations and permitting requirements, including those governing laboratory procedures; the generation, handling, use, storage, treatment and disposal of hazardous and regulated materials and wastes; the emission and discharge of hazardous materials into the ground, air and water; and employee health and safety. Jasper’s operations involve the use of hazardous and flammable materials, including chemicals and biological and radioactive materials. Jasper’s operations also produce hazardous waste. Jasper generally contracts with third parties for the disposal of these materials and wastes. Although Jasper believes that its and such third parties’ procedures for handling, storing and disposing of these materials and waste complies with legally prescribed standards, Jasper cannot eliminate the risk of contamination or injury from these materials. In the event of contamination or injury resulting from Jasper’s use of hazardous materials, Jasper could be held liable for any resulting damages, and any liability could exceed its resources. Under certain environmental laws, Jasper could be held responsible for costs relating to any contamination at its current or past facilities and at third-party facilities. Jasper also could incur significant costs associated with civil or criminal fines and penalties.

Compliance with applicable environmental laws and regulations may be expensive, and current or future environmental laws and regulations may impair Jasper’s product development and research efforts. In addition, Jasper cannot entirely eliminate the risk of accidental injury or contamination from these materials or wastes. Although Jasper maintains workers’ compensation insurance to cover it for costs and expenses Jasper may incur due to injuries to its employees resulting from the use of hazardous materials, this insurance may not provide adequate coverage against potential liabilities. Jasper does not carry specific biological or hazardous waste insurance coverage, and Jasper’s property, casualty and general liability insurance policies specifically exclude coverage for damages and fines arising from biological or hazardous waste exposure or contamination. Accordingly, in the event of contamination or injury, Jasper could be held liable for damages or be penalized with fines in an amount exceeding its resources, and Jasper’s clinical trials or regulatory approvals could be suspended, which could have a material adverse effect on its business, financial condition, results of operations and prospects.

In addition, Jasper may incur substantial costs in order to comply with current or future environmental, health and safety laws, regulations and permitting requirements. For example, Jasper’s products are considered to contain genetically modified organisms or cells, which are regulated in different ways depending upon the country in which preclinical research or clinical trials are conducted. These current or future laws, regulations and permitting requirements may impair Jasper’s research, development or production efforts. Failure to comply with these laws, regulations and permitting requirements also may result in substantial fines, penalties or other sanctions or business disruption, which could have a material adverse effect on Jasper’s business, financial condition, results of operations and prospects.

Any third-party contract research organizations, contract manufacturers and suppliers Jasper engages will also be subject to these and other environmental, health and safety laws and regulations. Liabilities they incur pursuant to these laws and regulations could result in significant costs or an interruption in operations, which could have a material adverse effect on Jasper’s business, financial condition, results of operations and prospects.

Risks Related to Regulatory Review

If clinical trials of Jasper’s product candidates fail to demonstrate safety and efficacy to the satisfaction of regulatory authorities or do not otherwise produce positive results, Jasper may incur additional costs or experience delays in completing, or ultimately be unable to complete, the development and commercialization of such product candidates.

Before obtaining marketing approval from regulatory authorities for the sale of JSP191 and any other product candidates Jasper identifies and develops, Jasper must complete preclinical development and then conduct extensive clinical trials to demonstrate the safety and efficacy of such product candidates in humans. Clinical testing is expensive, difficult to design and implement, can take many years to complete and is uncertain as to outcome. A failure of one or more clinical trials can occur at any stage of testing. The outcome of preclinical testing and early clinical trials may not be predictive of the success of later clinical trials, and interim results of a clinical trial do not necessarily predict final results. Moreover, preclinical and clinical data are often susceptible to varying interpretations and analyses. Many companies that have believed their product candidates performed satisfactorily in preclinical studies and clinical trials have nonetheless failed to obtain marketing approval of their product candidates.

•        Jasper and its collaborators, if any, may experience numerous unforeseen events during, or as a result of, clinical trials that could delay or prevent Jasper’s ability to receive marketing approval or commercialize any product candidates, including:

•        delays in reaching a consensus with regulators on trial design;

•        regulators, IRBs, independent ethics committees or scientific review boards may not authorize Jasper or its investigators to commence a clinical trial or conduct a clinical trial at a prospective trial site;

•        delays in reaching or failing to reach agreement on acceptable clinical trial contracts or clinical trial protocols with prospective CROs, and clinical trial sites;

•        clinical trials of product candidates may produce negative or inconclusive results, and Jasper may decide, or regulators may require it, to conduct additional clinical trials or abandon product development or research programs;

•        difficulty in designing well-controlled clinical trials due to ethical considerations which may render it inappropriate to conduct a trial with a control arm that can be effectively compared to a treatment arm;

•        difficulty in designing clinical trials and selecting endpoints for diseases that have not been well-studied and for which the natural history and course of the disease is poorly understood;

•        the number of patients required for clinical trials of JSP191 and any other product candidates Jasper may develop may be larger than it anticipates; enrollment of suitable participants in these clinical trials, which may be particularly challenging for some of the rare genetically defined diseases Jasper is targeting in its most advanced programs, may be delayed or slower than it anticipates; or patients may drop out of these clinical trials at a higher rate than Jasper anticipates;

•        Jasper’s third-party contractors may fail to comply with regulatory requirements or meet their contractual obligations to Jasper in a timely manner, or at all;

•        regulators, IRBs or independent ethics committees may require that Jasper or its investigators suspend or terminate clinical research or clinical trials for various reasons, including noncompliance with regulatory requirements, a finding of undesirable side effects or other unexpected characteristics, or that the participants are being exposed to unacceptable health risks or after an inspection of Jasper’s clinical trial operations or trial sites;

•        the cost of clinical trials may be greater than Jasper anticipates;

•        the supply or quality of product candidates or other materials necessary to conduct clinical trials may be insufficient or inadequate, including as a result of delays in the testing, validation, manufacturing and delivery of product candidates to the clinical sites by Jasper or by third parties with whom Jasper has contracted to perform certain of those functions;

•        delays in having patients complete participation in a trial or return for post-treatment follow-up;

•        clinical trial sites dropping out of a trial;

•        selection of clinical endpoints that require prolonged periods of clinical observation or analysis of the resulting data;

•        occurrence of serious adverse events associated with product candidates that are viewed to outweigh their potential benefits;

•        occurrence of serious adverse events in trials of the same class of agents conducted by other sponsors; and

•        changes in regulatory requirements and guidance that require amending or submitting new clinical protocols.

If Jasper or its collaborators, if any, are required to conduct additional clinical trials or other testing of product candidates beyond those that Jasper currently contemplates, if Jasper or its collaborators are unable to successfully complete clinical trials or other testing of product candidates, or if the results of these trials or tests are not positive or are only modestly positive or if there are safety concerns, Jasper or its collaborators may:

•        be delayed in obtaining marketing approval for any such product candidates or not obtain marketing approval at all;

•        obtain approval for indications or patient populations that are not as broad as intended or desired;

•        obtain approval with labeling that includes significant use or distribution restrictions or safety warnings, including boxed warnings;

•        be subject to changes in the way the product is administered;

•        be required to perform additional clinical trials to support approval or be subject to additional post-marketing testing requirements;

•        have regulatory authorities withdraw or suspend their approval of the product or impose restrictions on its distribution in the form of a Risk Evaluation and Mitigation Strategy (“REMS”) or through modification to an existing REMS;

•        be sued; or

•        experience damage to Jasper’s reputation.

Product development costs will also increase if Jasper or its collaborators experience delays in clinical trials or other testing or in obtaining marketing approvals. Jasper does not know whether any clinical trials will begin as planned, will need to be restructured or will be completed on schedule, or at all. Significant clinical trial delays also could shorten any periods during which Jasper may have the exclusive right to commercialize product candidates, could allow its competitors to bring products to market before Jasper does and could impair Jasper’s ability to successfully commercialize product candidates, any of which may harm Jasper’s business, financial condition, results of operations and prospects.

Further, disruptions at the FDA and other agencies may prolong the time necessary for new drugs to be reviewed and/or approved by necessary government agencies, which would adversely affect Jasper’s business. For example, over the last several years, the U.S. government has shut down several times and certain regulatory agencies, including the FDA, have had to furlough critical employees and stop critical activities. If a prolonged government shutdown occurs, it could significantly impact the ability of the FDA to timely review and process Jasper’s regulatory submissions, which could have a material adverse effect on its business. The Trump Administration also took several executive actions that could impose significant burdens on, or otherwise materially delay, the FDA’s ability to engage in routine regulatory and oversight activities. Certain of these orders were revoked by President Trump on January 20, 2021, and it remains to be seen how the current administration will address regulatory reform.

Stem cell transplant is a high-risk procedure with curative potential that may result in complications or adverse events for patients in Jasper’s clinical trials or for patients that use any of its product candidates, if approved.

Stem cell transplant has the potential to cure patients across multiple diseases, but its use carries with it risks of toxicity, serious adverse events and death. Because many of Jasper’s therapies are used to prepare or treat patients undergoing stem cell transplant, patients in Jasper’s clinical trials or patients that use any of its product candidates may be subject to many of the risks that are currently inherent to this procedure. In particular, stem cell transplant involves certain known potential post-procedure complications that may manifest several weeks or months after a transplant and which may be more common in certain patient populations. For example, up to 20% of patients with inherited metabolic disorders treated with a transplant experience primary engraftment failure, resulting in severe complications, including death. Another example is autoimmune cytopenia, a known and severe frequent complication of the transplant procedure in patients with non-malignant diseases such as inherited metabolic diseases, that can result in death. There is also a risk of graft-versus-host disease, a potentially serious complication in which the grafted cells attack and damage the patient’s healthy cells, which can be severe and sometimes life-threatening. If these or other serious adverse events, undesirable side effects, or unexpected characteristics are identified during the development of any of Jasper’s product candidates, Jasper may need to limit, delay or abandon its further clinical development of those product candidates, even if such events, effects or characteristics were the result of stem cell transplant or related procedures generally, and not directly or specifically caused or exacerbated by Jasper’s product candidates. All serious adverse events or unexpected side effects are continually monitored per the clinical trial’s approved protocol. If serious adverse events are determined to be directly or specifically caused or exacerbated by Jasper’s product candidates, Jasper would follow the trial protocol’s requirements, which call for its data safety monitoring committee to review all available clinical data in making a recommendation regarding the trial’s continuation.

Failure to obtain marketing approval in foreign jurisdictions would prevent any product candidates Jasper develops from being marketed in such jurisdictions, which, in turn, would materially impair Jasper’s ability to generate revenue.

In order to market and sell any product candidates Jasper develops in the European Union and many other foreign jurisdictions, Jasper or its collaborators must obtain separate marketing approvals and comply with numerous and varying regulatory requirements. The approval procedure varies among countries and can involve additional testing. The time required to obtain approval may differ substantially from that required to obtain FDA approval. The regulatory approval process outside the United States generally includes all of the risks associated with obtaining FDA approval. In addition, in many countries outside the United States, it is required that the product be approved for reimbursement before the product can be approved for sale in that country. Jasper or its collaborators may not obtain approvals from regulatory authorities outside the United States on a timely basis, if at all. Approval by the FDA does not ensure approval by regulatory authorities in other countries or jurisdictions, and approval by one regulatory authority outside the United States does not ensure approval by regulatory authorities in other countries or jurisdictions or by the FDA. Jasper may not be able to file for marketing approvals and may not receive necessary approvals to commercialize its product candidates in any jurisdiction, which would materially impair its ability to generate revenue.

Additionally, Jasper could face heightened risks with respect to seeking marketing approval in the United Kingdom as a result of the recent withdrawal of the United Kingdom from the European Union on December 31, 2020, commonly referred to as Brexit. Pursuant to the formal withdrawal arrangements agreed between the United Kingdom and the European Union, the United Kingdom withdrew from the European Union, effective December 31, 2020. On December 24, 2020, the United Kingdom and European Union entered into a Trade and Cooperation Agreement. The agreement sets out certain procedures for approval and recognition of medical products in each jurisdiction.

Since the regulatory framework for pharmaceutical products in the United Kingdom covering the quality, safety, and efficacy of pharmaceutical products, clinical trials, marketing authorization, commercial sales, and distribution of pharmaceutical products is derived from European Union directives and regulations, Brexit could materially impact the future regulatory regime that applies to products and the approval of product candidates in the United Kingdom. Any delay in obtaining, or an inability to obtain, any marketing approvals, as a result of Brexit or otherwise, would prevent Jasper from commercializing any product candidates in the United Kingdom and/or the European Union and restrict its ability to generate revenue and achieve and sustain profitability. If any of these outcomes occur, Jasper may be forced to restrict or delay efforts to seek regulatory approval in the United Kingdom and/or the European Union for any product candidates, which could significantly and materially harm its business.

Even if Jasper completes the necessary clinical trials, it cannot predict when, or if, it will obtain regulatory approval to commercialize its product candidates in the United States or any other jurisdiction, and any such approval may be for a more narrow indication than Jasper seeks.

Jasper cannot commercialize a product candidate until the appropriate regulatory authorities have reviewed and approved the product candidate. Even if Jasper’s product candidates meet their safety and efficacy endpoints in clinical trials, the regulatory authorities may not complete their review processes in a timely manner, or Jasper may not be able to obtain regulatory approval. Additional delays may result if an FDA Advisory Committee or other regulatory authority recommends non-approval or restrictions on approval. In addition, Jasper may experience delays or rejections based upon additional government regulation from future legislation or administrative action, or changes in regulatory authority policy during the period of product development, clinical trials and the review process.

Regulatory authorities also may approve a product candidate for more limited indications than requested or they may impose significant limitations in the form of narrow indications, warnings or a REMS. These regulatory authorities may require labeling that includes precautions or contra-indications with respect to conditions of use, or they may grant approval subject to the performance of costly post-marketing clinical trials. In addition, regulatory authorities may not approve the labeling claims that are necessary or desirable for the successful commercialization of Jasper’s product candidates. Any of the foregoing scenarios could materially harm the commercial prospects for Jasper’s product candidates and materially adversely affect Jasper’s business, financial condition, results of operations and prospects.

Marketing approval by the FDA in the United States, if obtained, does not ensure approval by regulatory authorities in other countries or jurisdictions. In addition, clinical trials conducted in one country may not be accepted by regulatory authorities in other countries, and regulatory approval in one country does not guarantee regulatory approval in any other country. Approval processes vary among countries and can involve additional product candidate testing and validation and additional administrative review periods. Seeking foreign regulatory approval could result in difficulties and costs for Jasper and require additional preclinical studies or clinical trials which could be costly and time-consuming. Regulatory requirements can vary widely from country to country and could delay or prevent the introduction of Jasper’s product candidates it may develop in those countries. The foreign regulatory approval process involves all of the risks associated with FDA approval. Jasper does not have any product candidates approved for sale in any jurisdiction, including international markets, and Jasper does not have experience in obtaining regulatory approval in international markets. If Jasper fails to comply with regulatory requirements in international markets or to obtain and maintain required approvals, or if regulatory approvals in international markets are delayed, Jasper’s target market will be reduced and its ability to realize the full market potential of its product candidates will be unrealized.

Even if Jasper obtains regulatory approval of any of its product candidates, the approved products may be subject to post-approval studies and will remain subject to ongoing regulatory requirements. If Jasper fails to comply, or if concerns are identified in subsequent studies, Jasper’s approval could be withdrawn, and its product sales could be suspended.

If Jasper is successful at obtaining regulatory approval for JSP191 or any of its other product candidates, regulatory agencies in the U.S. and other countries where a product will be sold may require extensive additional clinical trials or post-approval clinical trials that are expensive and time-consuming to conduct. These studies may be expensive and time-consuming to conduct and may reveal side effects or other harmful effects in patients that use Jasper’s therapeutic products after they are on the market, which may result in the limitation or withdrawal of Jasper’s drugs from the market. Alternatively, Jasper may not be able to conduct such additional trials, which might force Jasper to abandon its efforts to develop or commercialize certain product candidates. Even if post-approval studies are not requested or required, after Jasper’s products are approved and on the market, there might be safety issues that emerge over time that require a change in product labeling, additional post-market studies or clinical trials, imposition of distribution and use restrictions under a REMS or withdrawal of the product from the market, which would cause Jasper’s revenue to decline.

Additionally, any products that Jasper may successfully develop will be subject to ongoing regulatory requirements after they are approved. These requirements will govern the manufacturing, packaging, marketing, distribution, and use of Jasper’s products. If Jasper fails to comply with such regulatory requirements, approval for its products may be withdrawn, and product sales may be suspended. Jasper may not be able to regain compliance, or Jasper may only be able to regain compliance after a lengthy delay, significant expense, lost revenues and damage to its reputation.

The regulatory landscape that will govern Jasper’s product candidates is uncertain; regulations relating to more established cellular therapy products are still developing, and changes in regulatory requirements could result in delays or discontinuation of development of its product candidates or unexpected costs in obtaining regulatory approval. The FDA and other governing bodies may disagree with Jasper’s regulatory plan and it may fail to obtain regulatory approval of its product candidates.

Because Jasper’s product candidates and technology platform involve genetic and cellular engineering, Jasper is subject to many of the challenges and risks that other genetically engineered biologics and cellular therapies face, including:

•        regulatory requirements or guidance regarding the requirements governing genetic and cellular engineering products have changed and may continue to change in the future;

•        to date, only a limited number of products that involve genetic or cellular engineering have been approved globally;

•        improper modulation of a gene sequence, including unintended alterations or insertion of a sequence into certain locations in a patient’s chromosomes, could lead to cancer, other aberrantly functioning cells or other diseases, as well as death;

•        corrective expression of a missing protein, or deletion of an existing protein, in patients’ cells could result in the protein or cell being recognized as foreign, and lead to a sustained immunological reaction against the expressed protein or expressing cells, which could be severe or life-threatening;

•        regulatory agencies may require extended follow-up observation periods of patients who receive treatment using genetic or cellular engineering products including, for example, the FDA’s recommended 15-year follow-up observation period for these patients, and Jasper will need to adopt such observation periods for its product candidates if required by the relevant regulatory agency, which could vary by country or region; and

•        the fields of genetic and cellular engineering are subject to a number of intellectual property disputes.

The regulatory requirements that will govern any eHSCs or other novel genetically engineered product candidates Jasper develops may change. Within the broader genetic medicine field, Jasper is aware of a limited number of gene therapy products that have received marketing authorization from the FDA and the EMA. Even with respect to more established products that fit into the categories of gene therapies or cell therapies, the regulatory landscape is still developing. Regulatory requirements governing gene therapy products and cell therapy products have changed frequently and will likely continue to change in the future. Moreover, there is substantial, and sometimes uncoordinated, overlap in those responsible for regulation of existing gene therapy products and cell therapy products. For example, in the United States, the FDA has established the Office of Tissues and Advanced Therapies (“OTAT”) within its Center for Biologics Evaluation and Research (“CBER”) to consolidate the review of gene therapy and related products, and the Cellular, Tissue and Gene Therapies Advisory Committee to advise CBER on its review. In addition to FDA oversight and oversight by IRBs under guidelines promulgated by the National Institutes of Health (“NIH”), gene therapy clinical trials are also subject to review and oversight by an institutional biosafety committee (“IBC”), a local institutional committee that reviews and oversees research utilizing recombinant or synthetic nucleic acid molecules at that institution. Before a clinical study can begin at any institution, that institution’s IRB and its IBC assesses the safety of the research and identifies any potential risk to public health or the environment. While the NIH guidelines are not mandatory unless the research in question is being conducted at or sponsored by institutions receiving NIH funding of recombinant or synthetic nucleic acid molecule research, many companies and other institutions not otherwise subject to the NIH guidelines voluntarily follow them. Moreover, serious adverse events or developments in clinical trials of gene or cellular therapy product candidates conducted by others may cause the FDA or other regulatory bodies to initiate a clinical hold on Jasper’s

clinical trials or otherwise change the requirements for approval of any of Jasper’s product candidates. Although the FDA decides whether individual gene or cellular therapy protocols may proceed, the review process and determinations of other reviewing bodies can impede or delay the initiation of a clinical trial, even if the FDA has reviewed the trial and approved its initiation.

The same applies in the European Union. The EMA’s Committee for Advanced Therapies (“CAT”) is responsible for assessing the quality, safety and efficacy of advanced-therapy medicinal products. The role of the CAT is to prepare a draft opinion on an application for marketing authorization for a cell or gene therapy or other novel therapeutic medicinal candidate that is submitted to the Committee for Medicinal Products for Human Use (“CHMP”) before CHMP adopts its final opinion. In the European Union, the development and evaluation of an advanced therapeutic medicinal product must be considered in the context of the relevant European Union guidelines. The EMA may issue new guidelines concerning the development and marketing authorization for these medicinal products and require that Jasper complies with these new guidelines. As a result, the procedures and standards applied to gene and cell therapy products may be applied to Jasper’s eHSCs, but that remains uncertain at this point.

Adverse developments in post-marketing experience or in clinical trials conducted by others of gene therapy products, cell therapy products or products developed through the application of a genome engineering technology may cause the FDA, the EMA and other regulatory bodies to revise the requirements for development or approval of Jasper’s eHSCs may develop or limit the use of products utilizing genome engineering technologies, either of which could materially harm Jasper’s business. In addition, the clinical trial requirements of the FDA, the EMA and other regulatory authorities and the criteria these regulators use to determine the safety and efficacy of a product candidate vary substantially according to the type, complexity, novelty and intended use and market of the potential products. The regulatory approval process for novel product candidates, such as Jasper’s eHSCs, can be more expensive and take longer than for other, better known or more extensively studied pharmaceutical or other product candidates. Regulatory agencies administering existing or future regulations or legislation may not allow production and marketing of products utilizing genome engineering technology in a timely manner or under technically or commercially feasible conditions. In addition, regulatory action or private litigation could result in expenses, delays or other impediments to Jasper’s product candidate development, research programs or the commercialization of resulting products.

The regulatory review committees and advisory groups described above and the new guidelines they promulgate may lengthen the regulatory review process, require Jasper to perform additional studies or trials, increase its development costs, lead to changes in regulatory positions and interpretations, delay or prevent approval and commercialization of these treatment candidates, or lead to significant post-approval limitations or restrictions. Currently, OTAT requires a 15-year follow-up for each patient who receives a genetically engineered cell or gene therapy. This applies to all patients treated in trials during clinical development prior to approval. Following approval, such prolonged follow-up could continue to be required. As Jasper advances its product candidates and research programs, Jasper will be required to consult with these regulatory and advisory groups and to comply with applicable guidelines. If Jasper fails to do so, it may be required to delay or discontinue development of Jasper’s eHSCs and any other product candidates Jasper identifies and develops.

Interim “top-line” and preliminary results from Jasper’s clinical trials that it may announce or publish from time to time may change as more patient data become available and are subject to audit and verification procedures that could result in material changes in the final data.

From time to time, Jasper may publish interim top-line or preliminary results from its preclinical studies and clinical trials, which are based on a preliminary analysis of then-available data, and the results and related findings and conclusions are subject to change following a more comprehensive review of the data related to the particular study or trial. In particular, Jasper has announced, and may in the future announce, interim results from its ongoing, open label Phase 1/2 and Phase 1 clinical trials of JSP191. Interim results from clinical trials that Jasper may complete are subject to the risk that one or more of the clinical outcomes may materially change as patient enrollment continues and more patient data become available. Preliminary or top-line results also remain subject to audit and verification procedures that may result in the final data being materially different from the preliminary data Jasper previously published. As a result, interim and preliminary data should be viewed with caution until the final data are available. Differences between preliminary or interim data and final data could significantly harm Jasper’s business prospects and may cause the trading price of Jasper’s common stock to fluctuate significantly.

Further, others, including regulatory agencies, may not accept or agree with Jasper’s assumptions, estimates, calculations, conclusions or analyses or may interpret or weigh the importance of data differently, which could impact the value of the particular program, the approvability or commercialization of the particular product candidate or product and Jasper in general. In addition, the information Jasper chooses to publicly disclose regarding a particular study or clinical trial is based on what is typically extensive information, and investors or others may not agree with what Jasper determines is material or otherwise appropriate information to include in its disclosure, and any information Jasper determines not to disclose may ultimately be deemed significant with respect to future decisions, conclusions, views, activities or otherwise regarding a particular product, product candidate or Jasper’s business. If the interim, topline or preliminary data that Jasper reports differ from actual results, or if others, including regulatory authorities, disagree with the conclusions reached, Jasper’s ability to obtain approval for, and commercialize, its product candidates may be harmed, which could harm Jasper’s business, operating results, prospects or financial condition.

Negative public opinion of gene therapy and increased regulatory scrutiny of gene therapy and genetic research may adversely impact public perception of Jasper’s future product candidates.

Jasper’s potential therapeutic products involve introducing genetic material into patients’ cells. The clinical and commercial success of Jasper’s potential products will depend in part on public acceptance of the use of gene therapy and gene regulation for the prevention or treatment of human diseases. Public attitudes may be influenced by claims that gene therapy and gene regulation are unsafe, unethical or immoral, and, consequently, Jasper’s products may not gain the acceptance of the public or the medical community. Adverse public attitudes may adversely impact Jasper’s ability to enroll clinical trials. Moreover, Jasper’s success will depend upon physicians prescribing, and their patients being willing to receive, treatments that involve the use of product candidates Jasper may develop in lieu of, or in addition to, existing treatments with which they are already familiar and for which greater clinical data may be available.

More restrictive government regulations or negative public opinion would have a negative effect on Jasper’s business or financial condition and may delay or impair the development and commercialization of its product candidates or demand for any products once approved. For example, in 2003, trials using early versions of murine gamma-retroviral vectors, which integrate with, and thereby alter, the host cell’s DNA, have led to several well-publicized adverse events, including reported cases of leukemia. Adverse events in Jasper’s clinical trials, even if not ultimately attributable to its product candidates, and the resulting publicity could result in increased governmental regulation, unfavorable public perception, potential regulatory delays in the testing or approval of Jasper’s product candidates, stricter labeling requirements for those product candidates that are approved, and a decrease in demand for any such product candidates. The risk of cancer remains a concern for gene therapy and Jasper cannot assure that it will not occur in any of its planned or future clinical trials. In addition, there is the potential risk of delayed adverse events following exposure to gene therapy products due to persistent biological activity of the genetic material or other components of products used to carry the genetic material. If any such adverse events occur, commercialization of Jasper’s product candidates or further advancement of its clinical trials could be halted or delayed, which would have a negative impact on its business and operations.

Jasper may seek Fast Track designation for some or all of its product candidates. Jasper may not receive such designation, and even for those product candidates for which it does, it may not lead to a faster development or regulatory review or approval process, and will not increase the likelihood that product candidates will receive marketing approval.

Jasper may seek Fast Track designation and review for some or all of its other product candidates. If a drug or biologic is intended for the treatment of a serious or life-threatening condition or disease, and nonclinical or clinical data demonstrate the potential to address an unmet medical need, the product may qualify for FDA Fast Track designation, for which sponsors must apply. If granted, Fast Track designation makes a product eligible for more frequent interactions with the FDA to discuss the development plan and clinical trial design, as well as rolling review of the application, which means that the company can submit completed sections of its marketing application for review prior to completion of the entire submission. Marketing applications of product candidates with Fast Track designation may qualify for priority review under the policies and procedures offered by the FDA, but Fast Track designation does not assure any such qualification or ultimate marketing approval by the FDA. The FDA has broad discretion whether or not to grant this designation. Thus, even if Jasper believes a particular product candidate is eligible for this designation, the FDA may decide not to grant it. Moreover, even if Jasper does receive Fast

Track designation, Jasper or its collaborators may not experience a faster development process, review or approval compared to conventional FDA procedures. In addition, the FDA may withdraw Fast Track designation if it believes that the designation is no longer supported by data from Jasper’s clinical development program.

Jasper may seek priority review designation for its product candidates, but Jasper might not receive such designation, and even if it does, such designation may not lead to a faster development or regulatory review or approval process.

If the FDA determines that a product candidate offers a treatment for a serious condition and, if approved, the product would provide a significant improvement in safety or effectiveness, the FDA may designate the product candidate for priority review. A priority review designation means that the goal for the FDA to review an application is six months, rather than the standard review period of ten months. The FDA has broad discretion with respect to whether or not to grant priority review status to a product candidate, so even if Jasper believes a particular product candidate is eligible for such designation or status, the FDA may decide not to grant it. Moreover, a priority review designation does not necessarily mean a faster development or regulatory review or approval process or necessarily confer any advantage with respect to approval compared to conventional FDA procedures. Receiving priority review from the FDA does not guarantee approval within the six-month review cycle or at all.

A Breakthrough Therapy Designation by the FDA, even if granted for any of Jasper’s product candidates, may not lead to a faster development or regulatory review or approval process and it does not increase the likelihood that Jasper’s product candidates will receive marketing approval.

Jasper may seek a Breakthrough Therapy Designation for its product candidates if the clinical data support such a designation for one or more product candidates. A breakthrough therapy is defined as a drug or biologic that is intended, alone or in combination with one or more other drugs or biologics, to treat a serious or life-threatening disease or condition and preliminary clinical evidence indicates that the drug, or biologic, may demonstrate substantial improvement over existing therapies on one or more clinically significant endpoints, such as substantial treatment effects observed early in clinical development. For product candidates that have been designated as breakthrough therapies, interaction and communication between the FDA and the sponsor of the trial can help to identify the most efficient path for clinical development while minimizing the number of patients placed in ineffective control regimens. Drugs and biologics designated as breakthrough therapies by the FDA may also be eligible for accelerated approval.

Designation as a breakthrough therapy is within the discretion of the FDA. Accordingly, even if Jasper believes one of its product candidates meets the criteria for designation as a breakthrough therapy, the FDA may disagree and determine not to make such designation. In any event, the receipt of a Breakthrough Therapy Designation for a product candidate may not result in a faster development process, review or approval compared to drugs considered for approval under non-expedited FDA review procedures and does not assure ultimate approval by the FDA. In addition, even if one or more of Jasper’s product candidates qualify as breakthrough therapies, the FDA may later decide that the product no longer meets the conditions for qualification.

The regenerative medicine advanced therapy (“RMAT”) designation by the FDA for any of Jasper’s product candidates may not lead to a faster development or regulatory review or approval process and it does not increase the likelihood that its product candidates will receive marketing approval.

Jasper may seek an RMAT designation for its product candidates if the clinical data support such a designation for one or more product candidates. An RMAT is defined as cell and gene therapies, therapeutic tissue engineering products, human cell and tissue products, and combination products using any such therapies or products. Gene therapies, including genetically modified cells that lead to a durable modification of cells or tissues may meet the definition of a regenerative medicine therapy. The RMAT program is intended to facilitate efficient development and expedite review of RMATs, which are intended to treat, modify, reverse, or cure a serious or life-threatening disease or condition and for which preliminary clinical evidence indicates that the drug has the potential to address unmet medical needs for such disease or condition. A biologics license application for a regenerative medicine therapy that has received RMAT designation may be eligible for priority review or accelerated approval. An RMAT may be eligible for priority review if it treats a serious condition, and, if approved would provide a significant improvement

in the safety or effectiveness of the treatment of the condition. An RMAT may be eligible for accelerated approval through surrogate or intermediate endpoints reasonably likely to predict long-term clinical benefit or reliance upon data obtained from a meaningful number of sites. Benefits of such designation also include early interactions with the FDA to discuss any potential surrogate or intermediate endpoint to be used to support accelerated approval. A regenerative medicine therapy with RMAT designation that is granted accelerated approval and is subject to post-approval requirements may fulfill such requirements through the submission of clinical evidence from clinical trials, patient registries, or other sources of real world evidence, such as electronic health records; the collection of larger confirmatory data sets; or post-approval monitoring of all patients treated with such therapy prior to its approval.

Designation as an RMAT is within the discretion of the FDA. Accordingly, even if Jasper believes one of its product candidates meets the criteria for designation as a RMAT, the FDA may disagree and instead determine not to make such designation. In any event, the receipt of RMAT designation for Jasper’s product candidates may not result in a faster development process, review or approval compared to drugs considered for approval under conventional FDA procedures and does not assure ultimate approval by the FDA. In addition, even if one or more of Jasper’s product candidates qualify for RMAT designation, the FDA may later decide that the biological products no longer meet the conditions for qualification.

Jasper may not be able to obtain orphan drug exclusivity for one or more of its product candidates, and even if it does, that exclusivity may not prevent the FDA or EMA from approving other competing products.

Under the Orphan Drug Act of 1983, the FDA may designate a product as an orphan drug if it is a drug or biologic intended to treat a rare disease or condition. A similar regulatory scheme governs approval of orphan products by the EMA in the European Union. Generally, if a product candidate with an orphan drug designation subsequently receives the first marketing approval for the indication for which it has such designation, the product is entitled to a period of marketing exclusivity, which precludes the FDA or EMA from approving another marketing application for the same product for the same therapeutic indication for that time period. The applicable period is seven years in the United States and ten years in the European Union. The exclusivity period in the European Union can be reduced to six years if a product no longer meets the criteria for orphan drug designation, in particular if the product is sufficiently profitable so that market exclusivity is no longer justified.

In order for the FDA to grant orphan drug exclusivity to one of Jasper’s products, the FDA must find that the product is indicated for the treatment of a condition or disease with a patient population of fewer than 200,000 individuals annually in the United States. The FDA may conclude that the condition or disease for which Jasper may seek orphan drug exclusivity does not meet this standard. Even if Jasper obtains orphan drug exclusivity for a product, that exclusivity may not effectively protect the product from competition because different products can be approved for the same condition. In particular, the concept of what constitutes the “same drug” for purposes of orphan drug exclusivity remains in flux in the context of gene therapies, and the FDA issued recent draft guidance suggesting that it would not consider two genetic medicine products to be different drugs solely based on minor differences in the transgenes or vectors within a given vector class. In addition, even after an orphan drug is approved, the FDA can subsequently approve the same product for the same condition if the FDA concludes that the later product is clinically superior in that it is shown to be safer, more effective or makes a major contribution to patient care. Orphan drug exclusivity may also be lost if the FDA or EMA determines that the request for designation was materially defective or if the manufacturer is unable to assure sufficient quantity of the product to meet the needs of the patients with the rare disease or condition.

In 2017, Congress passed the FDA Reauthorization Act of 2017 (the “FDARA”). FDARA, among other things, codified the FDA’s pre-existing regulatory interpretation, to require that a drug sponsor demonstrate the clinical superiority of an orphan drug that is otherwise the same as a previously approved drug for the same rare disease in order to receive orphan drug exclusivity. Under omnibus legislation signed by President Trump on December 27, 2020, the requirement for a product to show clinical superiority applies to any drug and biologic that received orphan drug designation before enactment of FDARA in 2017 but has not yet been approved or licensed by the FDA. Jasper does not know if, when, or how the FDA may change the orphan drug regulations and policies in the future, and it is uncertain how any changes might affect Jasper’s business. Depending on what changes the FDA may make to its orphan drug regulations and policies, Jasper’s business could be adversely impacted.

Disruptions at the FDA and other government agencies caused by funding shortages or global health concerns could hinder their ability to hire, retain or deploy key leadership and other personnel, or otherwise prevent new or modified products from being developed, approved or commercialized in a timely manner or at all, which could negatively impact Jasper’s business.

The ability of the FDA to review and approve new products can be affected by a variety of factors, including government budget and funding levels, statutory, regulatory, and policy changes, the FDA’s ability to hire and retain key personnel and accept the payment of user fees, and other events that may otherwise affect the FDA’s ability to perform routine functions. Average review times at the agency have fluctuated in recent years as a result. In addition, government funding of other government agencies that fund research and development activities is subject to the political process, which is inherently fluid and unpredictable. Disruptions at the FDA and other agencies may also slow the time necessary for new biologics or modifications to cleared or approved biologics to be reviewed and/or approved by necessary government agencies, which would adversely affect Jasper’s business. For example, over the last several years, including for 35 days beginning on December 22, 2018, the U.S. government has shut down several times and certain regulatory agencies, such as the FDA, have had to furlough critical FDA employees and stop critical activities. If a prolonged government shutdown occurs, it could significantly impact the ability of the FDA to timely review and process Jasper’s regulatory submissions, which could have a material adverse effect on Jasper’s business.

Separately, in response to the COVID-19 pandemic, on March 10, 2020, the FDA announced its intention to postpone most inspections of foreign manufacturing facilities, and on March 18, 2020, the FDA temporarily postponed routine surveillance inspections of domestic manufacturing facilities. Subsequently, on July 10, 2020, the FDA announced its intention to resume certain on-site inspections of domestic manufacturing facilities subject to a risk-based prioritization system. Regulatory authorities outside the United States may adopt similar restrictions or other policy measures in response to the COVID-19 pandemic. If a prolonged government shutdown occurs, or if global health concerns continue to prevent the FDA or other regulatory authorities from conducting their regular inspections, reviews, or other regulatory activities, it could significantly impact the ability of the FDA or other regulatory authorities to timely review and process Jasper’s regulatory submissions, which could have a material adverse effect on Jasper’s business.

Risks Related to Jasper’s Relationships with Third Parties

Jasper relies on third parties to conduct its preclinical and clinical trials and will rely on them to perform other tasks for it. If these third parties do not successfully carry out their contractual duties, meet expected deadlines or comply with regulatory requirements, Jasper may not be able to obtain regulatory approval for or commercialize its product candidates and its business could be substantially harmed.

Although Jasper has recruited a team that has experience with clinical trials, as a company Jasper has limited experience in conducting clinical trials. Moreover, Jasper does not have the ability to independently conduct preclinical studies and clinical trials, and Jasper has relied upon, and plans to continue to rely upon medical institutions, clinical investigators, contract laboratories and other third parties, or Jasper’s CROs, to conduct preclinical studies and future clinical trials for its product candidates. Jasper expects to rely heavily on these parties for execution of preclinical and future clinical trials for its product candidates and control only certain aspects of their activities. Nevertheless, Jasper will be responsible for ensuring that each of its preclinical and clinical trials is conducted in accordance with the applicable protocol, legal and regulatory requirements and scientific standards and Jasper’s reliance on CROs will not relieve it of its regulatory responsibilities. For any violations of laws and regulations during the conduct of Jasper’s preclinical studies and clinical trials, Jasper could be subject to warning letters or enforcement action that may include civil penalties up to and including criminal prosecution.

Jasper and its CROs will be required to comply with regulations, including cGCPs for conducting, monitoring, recording and reporting the results of preclinical and clinical trials to ensure that the data and results are scientifically credible and accurate and that the trial patients are adequately informed of the potential risks of participating in clinical trials and their rights are protected. These regulations are enforced by the FDA, the Competent Authorities of the Member States of the European Economic Area and comparable foreign regulatory authorities for any drugs in clinical development. The FDA enforces cGCP regulations through periodic inspections of clinical trial sponsors, principal investigators and trial sites. If Jasper or its CROs fail to comply with applicable cGCPs, the clinical data generated in its clinical trials may be deemed unreliable and the FDA or comparable

foreign regulatory authorities may require Jasper to perform additional clinical trials before approving its marketing applications. Jasper cannot assure you that, upon inspection, the FDA will determine that any of Jasper’s future clinical trials will comply with cGCPs. In addition, Jasper’s clinical trials must be conducted with product candidates produced in accordance with the requirements in the FDA’s current cGMPs requirements. Jasper’s failure or the failure of its CROs to comply with these regulations may require Jasper to repeat clinical trials, which would delay the regulatory approval process and could also subject Jasper to enforcement action.

Although Jasper intends to design its planned clinical trials for its product candidates, for the foreseeable future CROs will conduct all of Jasper’s planned clinical trials. As a result, many important aspects of Jasper’s development programs, including their conduct and timing, will be outside of its direct control. Jasper’s reliance on third parties to conduct future preclinical studies and clinical trials will also result in less day-to-day control over the management of data developed through preclinical studies and clinical trials than would be the case if Jasper was relying entirely upon its own staff.

If any of Jasper’s relationships with these third-party CROs terminate, Jasper may not be able to enter into arrangements with alternative CROs. If CROs do not successfully carry out their contractual duties or obligations or meet expected deadlines, if they need to be replaced or if the quality or accuracy of the clinical data they obtain is compromised due to the failure to adhere to Jasper’s clinical protocols, regulatory requirements or for other reasons, any preclinical studies or clinical trials with which such CROs are associated with may be extended, delayed or terminated. In such cases, Jasper may not be able to obtain regulatory approval for or successfully commercialize its product candidates. As a result, Jasper’s financial results and the commercial prospects for its product candidates in the subject indication could be harmed, Jasper’s costs could increase and its ability to generate revenue could be delayed.

Jasper currently relies on a single manufacturer for its clinical supply of its product candidates. In the event of a loss of this manufacturer, or a failure by such manufacturer to comply with FDA regulations, Jasper may not be able to find an alternative source on commercially reasonable terms, or at all. In addition, third-party manufacturers and any third-party collaborators may be unable to successfully scale-up manufacturing of Jasper’s current or future product candidates in sufficient quality and quantity, which would delay or prevent Jasper from developing its product candidates and commercializing approved products, if any.

Jasper does not have any manufacturing facilities at the present time. Jasper currently relies on third-party manufacturers, including Lonza Sales AG (“Lonza”) as a single source supplier, for the manufacture and supply of its materials for preclinical studies, and expects to continue to do so for future clinical testing and for commercial supply of JSP191 and any other product candidates that Jasper may develop and for which Jasper or its collaborators obtain marketing approval. Jasper’s agreement with Lonza includes certain limitations on its ability to enter into supply arrangements with any other supplier without Lonza’s consent. In addition, Lonza has the right to increase the prices it charges Jasper for certain supplies depending on a number of factors, some of which are outside of Jasper’s control. Jasper may be unable to maintain or establish any agreements with third-party manufacturers or suppliers or to do so on acceptable terms. Even if Jasper is able to establish agreements with third-party manufacturers or suppliers, reliance on third-party manufacturers entails additional risks, including:

•        the possible breach of the manufacturing or supply agreement by the third party;

•        the possible termination or nonrenewal of the agreement by the third party at a time that is costly or inconvenient for Jasper; and

•        reliance on the third party for regulatory compliance, quality assurance, safety and pharmacovigilance and related reporting.

In addition, pursuant to Jasper’s Exclusive License Agreement with Amgen Inc., Lonza Biologics, Inc. has been engaged to manufacture JSP 191 for Jasper. The agreement provides that in the event Jasper wishes to change the manufacturer of JSP 191 to a different party, Jasper must obtain Amgen Inc.’s prior consent. As a result, Jasper’s ability to obtain any alternative supplier of JSP 191 may be further limited.

Third-party manufacturers may not be able to comply with cGMP regulations or similar regulatory requirements outside the United States. Jasper’s failure, or the failure of its third-party manufacturers or suppliers, to comply with applicable regulations could result in sanctions being imposed on Jasper, including fines, injunctions, civil penalties, delays, suspension or withdrawal of approvals, license revocations, seizures or recalls of product candidates or products, operating restrictions and criminal prosecutions, any of which could significantly and adversely affect supplies of Jasper’s products and harm Jasper’s business, financial condition, results of operations and prospects.

Jasper’s product candidates may compete with other product candidates and products for access to manufacturing facilities and other supplies. There are a limited number of manufacturers that operate under cGMP regulations and that might be capable of manufacturing for Jasper. Also, prior to the approval of its product candidates, Jasper would need to identify a contract manufacturer that could produce its products at a commercial scale and that could successfully complete FDA pre-approval inspection and inspections by other health authorities. Agreements with such manufacturers or suppliers may not be available to Jasper at the time it would need to have that capability and capacity.

Any performance failure on the part of Jasper’s existing or future manufacturers or suppliers, or any decision by a manufacturer or supplier to remove its products from the market or restrict access to its products, could delay clinical development or marketing approval. Jasper does not currently have arrangements in place for redundant or guaranteed supply for many of the materials it currently uses in its clinical trials or preclinical studies, and Jasper may have difficulty or be unable to establish alternative sources of these materials.

Jasper may enter into collaborations with third parties for the research, development and commercialization of certain product candidates it may develop. If any such collaborations are not successful, Jasper may not be able to capitalize on the market potential of those product candidates.

Jasper may seek third-party collaborators for the research, development and commercialization of certain product candidates it may develop. If Jasper enters into any such arrangements with any third parties, it will likely have limited control over the amount and timing of resources that its collaborators dedicate to the development or commercialization Jasper’s product candidates. Jasper’s ability to generate revenues from these arrangements will depend on its collaborators’ abilities to successfully perform the functions assigned to them in these arrangements. Jasper cannot predict the success of any collaboration that it enters into.

Collaborations involving Jasper’s current or future product candidates or research programs pose numerous risks to Jasper, including the following:

•        Collaborators may not pursue development and commercialization of Jasper’s product candidates or may elect not to continue or renew development or commercialization programs based on clinical trial results, changes in the collaborator’s strategic focus or available funding or external factors such as an acquisition that diverts resources or creates competing priorities.

•        Collaborators may delay clinical trials, provide insufficient funding for a clinical trial program, stop a clinical trial or abandon a product candidate, repeat or conduct new clinical trials or require a new formulation of a product candidate for clinical testing.

•        Collaborators could independently develop, or develop with third parties, products that compete directly or indirectly with Jasper’s product candidates if the collaborators believe that competitive products are more likely to be successfully developed or can be commercialized under terms that are more economically attractive than Jasper’s.

•        Collaborators with marketing and distribution rights to one or more products may not commit sufficient resources to the marketing and distribution of such products.

•        Collaborators may not properly obtain, maintain, enforce or defend Jasper’s intellectual property or proprietary rights or may use Jasper’s proprietary information in such a way as to invite litigation that could jeopardize or invalidate Jasper’s proprietary information or expose Jasper to potential litigation.

•        Disputes may arise between the collaborators and Jasper that result in the delay or termination of the research, development or commercialization of Jasper’s products or product candidates or that result in costly litigation or arbitration that diverts management attention and resources.

Risks Related to Jasper’s Intellectual Property

Jasper is highly dependent on intellectual property licensed from third parties and termination of any of these licenses could result in the loss of significant rights, which would harm its business.

Jasper is dependent on the patents, know-how and proprietary technology licensed from third parties for the development and, if approved, commercialization of JSP191. Any termination of these licenses, or a finding that such intellectual property lacks legal effect, could result in the loss of significant rights and could harm Jasper’s ability to commercialize its current or future product candidates.

For example, Jasper relies on its worldwide exclusive license agreement with Amgen, Inc., whereby Jasper licenses a patent portfolio from Amgen, Inc. applicable to its targeted conditioning program that contains patent families directed to humanized C-kit antibody. Jasper also relies on its license agreement with Stanford Office of Technology Licensing, whereby Jasper licenses a patent portfolio applicable to its targeted conditioning and stem cell graft programs that contains patent families directed to immunodepletion of endogenous stem cell niche for engraftment.

Each of Jasper’s license agreements with third parties impose certain obligations on Jasper, including obligations to use diligent efforts to meet development thresholds and payment obligations. Non-compliance with such obligations may result in termination of the respective license agreement or in legal and financial consequences. If any of Jasper’s licensors terminates its respective license agreement, Jasper may not be able to develop or commercialize JSP191 or any other product candidates covered by these agreements. Termination of Jasper’s license agreements or reduction or elimination of Jasper’s rights under them may result in Jasper’s having to negotiate a new or reinstated agreement, which may not be available to Jasper on equally favorable terms, or at all, which may mean Jasper is unable to develop, commercialize or sell the affected product candidate or may cause it to lose its rights under the agreement.

In addition, Jasper’s licensors may make decisions in prosecuting, maintaining, enforcing and defending any licensed intellectual property rights that may not be in Jasper’s best interest. Moreover, if Jasper’s licensors take any action with respect to any licensed intellectual property rights, for example, any licensed patents or patent applications, that results in a successful challenge to the licensed intellectual property by a third party, such patents may be invalidated or held to be unenforceable, and Jasper may lose its rights under such patents, which could materially harm Jasper’s business.

Further, the agreements under which Jasper currently licenses intellectual property from third parties are complex, and certain provisions in such agreements may be susceptible to multiple interpretations. Accordingly, disputes may arise between Jasper and its licensors regarding intellectual property subject to a license agreement. The resolution of any contract interpretation disagreement that may arise could narrow what Jasper believes to be the scope of Jasper’s rights to the relevant intellectual property or technology, or increase what Jasper believes to be its financial or other obligations under the relevant agreement. If disputes over intellectual property that Jasper has licensed prevent or impair its ability to maintain its current licensing arrangements on acceptable terms, or are insufficient to provide Jasper the necessary rights to use the intellectual property, Jasper may be unable to successfully develop and commercialize the affected product candidates.

Jasper’s commercial success depends on its ability to obtain, maintain and protect its intellectual property and proprietary technology.

Jasper’s commercial success depends in large part on its ability to obtain, maintain and protect intellectual property rights through patents, trademarks and trade secrets in the United States and other countries with respect to Jasper’s proprietary product candidates. If Jasper does not adequately protect its intellectual property rights, competitors may be able to erode, negate or preempt any competitive advantage Jasper may have, which could harm Jasper’s business and ability to achieve profitability.

To protect Jasper’s proprietary position, Jasper owns and has in-licensed certain intellectual property rights, including certain issued patents and patent applications, and has filed and may file provisional and non-provisional patent applications in the United States or abroad related to Jasper’s product candidates that are important to its business. Provisional patent applications are not eligible to become issued patents until, among other things, Jasper files a non-provisional patent application within 12 months of the filing of one or more of its related provisional

patent applications. If Jasper does not timely file non-provisional patent applications, it may lose its priority date with respect to its provisional patent applications and any patent protection on the inventions disclosed in its provisional patent applications. While Jasper intends to timely file non-provisional patent applications relating to its provisional patent applications, Jasper cannot predict whether any such patent applications will result in the issuance of patents that provide Jasper with any competitive advantage. Moreover, the patent application and approval process is expensive and time-consuming. Jasper may not be able to file and prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner.

•        The patent application, prosecution, and enforcement processes are subject to numerous risks and uncertainties, and there can be no assurance that Jasper, its licensors, or any of its future collaborators will be successful in protecting Jasper’s product candidates by obtaining, defending, and/or asserting patent rights. These risks and uncertainties include the following:

•        the USPTO and various foreign governmental patent agencies require compliance with a number of procedural, documentary, fee payment and other provisions during the patent process. There are situations in which noncompliance can result in abandonment or lapse of a patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. In such an event, competitors might be able to enter the market earlier than would otherwise have been the case;

•        patent applications may not result in any patents being issued;

•        patents that may be issued or in-licensed may be challenged, invalidated, modified, revoked, circumvented, found to be unenforceable or otherwise may not provide any competitive advantage;

•        Jasper’s competitors, many of whom have substantially greater resources and many of whom have made significant investments in competing technologies, may seek or may have already obtained patents that will limit, interfere with or eliminate Jasper’s ability to make, use, and sell its potential product candidates;

•        there may be significant pressure on the U.S. government and international governmental bodies to limit the scope of patent protection both inside and outside the United States for disease treatments that prove successful, as a matter of public policy regarding worldwide health concerns; and

•        countries other than the United States may have patent laws less favorable to patentees than those upheld by U.S. courts, allowing foreign competitors a better opportunity to create, develop and market competing product candidates.

In some instances, agreements through which Jasper licenses intellectual property rights may not give Jasper control over patent prosecution or maintenance, so that Jasper may not be able to control which claims or arguments are presented, how claims are amended, and may not be able to secure, maintain or successfully enforce necessary or desirable patent protection from those patent rights. Jasper cannot be certain that patent prosecution and maintenance activities by its licensors have been or will be conducted in compliance with applicable laws and regulations or will result in valid and enforceable patents.

Moreover, some of Jasper’s in-licensed patents and patent applications may be, and some of Jasper’s future owned and licensed patents may be, co-owned with third parties. If Jasper is unable to obtain an exclusive license to any such third-party co-owners’ interest in such patents or patent applications, such co-owners may be able to license their rights to other third parties, including Jasper’s competitors, and Jasper’s competitors could market competing products and technology. In addition, Jasper may need the cooperation of any such co-owners of Jasper’s patents in order to enforce such patents against third parties, and such cooperation may not be provided to Jasper.

The patent protection Jasper obtains for its product candidates may not be sufficient enough to provide it with any competitive advantage or its patents may be challenged.

Jasper’s owned and licensed patents and pending patent applications, if issued, may not provide Jasper with any meaningful protection or may not prevent competitors from designing around Jasper’s patent claims to circumvent Jasper’s patents by developing similar or alternative technologies or therapeutics in a non-infringing manner. For example, a third party may develop a competitive product that provides benefits similar to one or more of Jasper’s product candidates but falls outside the scope of Jasper’s patent protection or license rights. If the patent

protection provided by the patents and patent applications Jasper holds or pursues with respect to Jasper’s product candidates is not sufficiently broad to impede such competition, Jasper’s ability to successfully commercialize its product candidates could be negatively affected, which would harm Jasper’s business. Currently, a significant portion of Jasper’s patents and patent applications are in-licensed, though similar risks would apply to any patents or patent applications that Jasper now owns or may own or in-license in the future.

It is possible that defects of form in the preparation or filing of Jasper’s patents or patent applications may exist, or may arise in the future, for example with respect to proper priority claims, inventorship, claim scope or requests for patent term adjustments. If Jasper or its partners, collaborators, licensees or licensors, whether current or future, fail to establish, maintain or protect such patents and other intellectual property rights, such rights may be reduced or eliminated. If Jasper’s partners, collaborators, licensees or licensors, are not fully cooperative or disagree with Jasper as to the prosecution, maintenance or enforcement of any patent rights, such patent rights could be compromised. If there are material defects in the form, preparation, prosecution or enforcement of Jasper’s patents or patent applications, such patents may be invalid and/or unenforceable, and such applications may never result in valid, enforceable patents. Any of these outcomes could impair Jasper’s ability to prevent competition from third parties, which may have an adverse impact on Jasper’s business.

In addition, the determination of patent rights with respect to clinical compositions of matter and treatment methods commonly involves complex legal and factual questions, which are dependent upon the current legal and intellectual property context, extant legal precedent and interpretations of the law by individuals. As a result, the issuance, scope, validity, enforceability and commercial value of Jasper’s patent rights are characterized by uncertainty.

Changes in either the patent laws or interpretation of the patent laws in the United States and other countries may diminish the value of Jasper’s patents or narrow the scope of Jasper’s patent protection. In addition, the laws of foreign countries may not protect Jasper’s rights to the same extent or in the same manner as the laws of the United States. For example, patent laws in various jurisdictions, including significant commercial markets such as Europe, restrict the patentability of methods of treatment of the human body more than U.S. law does. If these changes were to occur, they could have a material adverse effect on Jasper’s ability to generate revenue.

Pending patent applications cannot be enforced against third parties practicing the technology claimed in such applications unless and until a patent issues from such applications. Assuming the other requirements for patentability are met, currently, the first party to file a patent application is generally entitled to the patent. However, prior to March 16, 2013, in the United States the first party to invent was entitled to the patent. Publications of discoveries in the scientific literature often lag behind the actual discoveries, and patent applications in the United States and other jurisdictions are not published until 18 months after filing, or in some cases not at all. Therefore, Jasper cannot be certain that it was the first to make the inventions claimed in Jasper’s patents or pending patent applications, or that Jasper was the first to file for patent protection of such inventions. Similarly, Jasper cannot be certain that parties from whom Jasper does or may license or purchase patent rights were the first to make relevant claimed inventions, or were the first to file for patent protection for them. If third parties have filed prior patent applications on inventions claimed in Jasper’s patents or applications that were filed on or before March 15, 2013, an interference proceeding in the United States can be initiated by such third parties to determine who was the first to invent any of the subject matter covered by the patent claims of Jasper’s applications. If third parties have filed such prior applications after March 15, 2013, a derivation proceeding in the United States can be initiated by such third parties to determine whether Jasper’s invention was derived from theirs.

Moreover, because the issuance of a patent is not conclusive as to its inventorship, scope, validity or enforceability, Jasper’s owned and licensed patents or pending patent applications may be challenged in the courts or patent offices in the United States and abroad. There is no assurance that all of the potentially relevant prior art relating to Jasper’s patents and patent applications has been found. If such prior art exists, it may be used to invalidate a patent, or may prevent a patent from issuing from a pending patent application. For example, such patent filings may be subject to a third-party submission of prior art to the U.S. Patent and Trademark Office (the “USPTO”), or to other patent offices around the world. Alternately or additionally, Jasper may become involved in post-grant review procedures, oppositions, derivation proceedings, ex parte reexaminations, inter parties review, supplemental examinations, or interference proceedings or challenges in district court, in the United States or in various foreign patent offices, including both national and regional, challenging patents or patent applications in which Jasper has rights, including patents on which Jasper relies to protect its business. An adverse determination

in any such challenges may result in loss of the patent or in patent claims being narrowed, invalidated or held unenforceable, in whole or in part, or in denial of the patent application or loss or reduction in the scope of one or more claims of the patent application, any of which could limit Jasper’s ability to stop others from using or commercializing similar or identical technology and products, or limit the duration of the patent protection of Jasper’s technology and products. In addition, given the amount of time required for the development, testing and regulatory review of new product candidates, patents protecting such candidates might expire before or shortly after such candidates are commercialized.

Issued patents that Jasper has or may obtain or license may not provide it with any meaningful protection, prevent competitors from competing with Jasper or otherwise provide Jasper with any competitive advantage. Jasper’s competitors may be able to circumvent Jasper’s patents by developing similar or alternative technologies or products in a non-infringing manner. Jasper’s competitors may also seek approval to market their own products similar to or otherwise competitive with Jasper’s products. Alternatively, Jasper’s competitors may seek to market generic versions of any approved products or pursue similar strategies in the United States or other jurisdictions, in which they claim that patents owned or licensed by Jasper are invalid, unenforceable or not infringed. In these circumstances, Jasper may need to defend or assert its patents, or both, including by filing lawsuits alleging patent infringement. In any of these types of proceedings, a court or other agency with jurisdiction may find Jasper’s patents invalid or unenforceable, or that Jasper’s competitors are competing in a non-infringing manner. Thus, even if Jasper has valid and enforceable patents, these patents still may not provide protection against competing products or processes sufficient to achieve Jasper’s business objectives. Any of the foregoing could have a material adverse effect on Jasper’s business, financial condition, results of operations and prospects.

Other parties have developed or may develop technologies that may be related to or competitive with Jasper’s approach, and may have filed or may file patent applications and may have been issued or may be issued patents with claims that overlap or conflict with Jasper’s patent applications, either by claiming the same materials, formulations or methods, or by claiming subject matter that could dominate Jasper’s patent position. In addition, certain parts or all of the patent portfolios licensed to Jasper are, or may be, licensed to third parties and such third parties may have or may obtain certain enforcement rights. If the scope of the patent protection Jasper or its licensors obtain is not sufficiently broad, Jasper may not be able to prevent others from developing and commercializing technology and products similar or identical to Jasper’s. The degree of patent protection Jasper requires to successfully compete in the marketplace may be unavailable or severely limited in some cases and may not adequately protect Jasper’s rights or permit it to gain or keep any competitive advantage. Jasper cannot provide any assurances that any of its licensed patents have, or that any of its pending owned or licensed patent applications that mature into issued patents will include, claims with a scope sufficient to protect Jasper’s product candidates or otherwise provide any competitive advantage, nor can Jasper provides any assurance that its licenses will remain in force.

In addition, there are situations in which noncompliance can result in abandonment or lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. Noncompliance events that could result in abandonment or lapse of a patent or patent application include, but are not limited to, failure to respond to official actions within prescribed time limits, non-payment of fees and failure to properly legalize and submit formal documents.

If Jasper is unable to protect the confidentiality of its trade secrets, its business and competitive position may be harmed.

In addition to the protection afforded by patents, Jasper relies upon trade secret protection, know-how and continuing technological innovation to develop and maintain its competitive position. Jasper seeks to protect its proprietary technology and processes, in part, by entering into confidentiality agreements with its contractors, collaborators, scientific advisors, employees and consultants and invention assignment agreements with its consultants and employees. However, Jasper may not obtain these agreements in all circumstances, and individuals with whom Jasper has these agreements may not comply with their terms. The assignment of intellectual property rights under these agreements may not be self-executing or the assignment agreements may be breached, and Jasper may be forced to bring claims against third parties, or defend claims that they may bring against Jasper, to determine the ownership of what Jasper regards as Jasper’s intellectual property. In addition, Jasper may not be able to prevent the unauthorized disclosure or use of Jasper’s technical know-how or other trade secrets by the parties to these agreements despite the existence of confidentiality agreements and other contractual restrictions. Monitoring

unauthorized uses and disclosures is difficult and Jasper does not know whether the steps Jasper has taken to protect its proprietary technologies will be effective. If any of the contractors, collaborators, scientific advisors, employees and consultants who are parties to these agreements breaches or violates the terms of any of these agreements, Jasper may not have adequate remedies for any such breach or violation. As a result, Jasper could lose its trade secrets. Enforcing a claim against a third party that illegally obtained and is using Jasper’s trade secrets, like patent litigation, is expensive and time-consuming and the outcome is unpredictable. In addition, courts outside the United States are sometimes less willing or unwilling to protect trade secrets. Any of the foregoing could have a material adverse effect on Jasper’s business, financial condition, results of operations, and prospects.

Moreover, Jasper’s trade secrets could otherwise become known or be independently discovered by Jasper’s competitors or other third parties. Competitors and other third parties could attempt to replicate some or all of the competitive advantages Jasper derives from its development efforts, willfully infringe Jasper’s intellectual property rights, design around Jasper’s protected technology or develop their own competitive technologies that fall outside of Jasper’s intellectual property rights. If any of Jasper’s trade secrets were to be lawfully obtained or independently developed by a competitor or other third party, Jasper would have no right to prevent them, or those to whom they communicate it, from using that technology or information to compete with Jasper. If Jasper trade secrets are not adequately protected or sufficient to provide an advantage over Jasper’s competitors, Jasper’s competitive position could be adversely affected, as could Jasper’s business. Additionally, if the steps taken to maintain Jasper’s trade secrets are deemed inadequate, Jasper may have insufficient recourse against third parties for misappropriating Jasper’s trade secrets.

If Jasper’s trademarks and trade names are not adequately protected, then Jasper may not be able to build name recognition in its markets of interest and its business may be adversely affected.

Jasper’s current or future trademarks or trade names may be challenged, infringed, circumvented or declared generic or descriptive or determined to be infringing on other marks. Jasper may not be able to protect its rights to these trademarks and trade names or may be forced to stop using these names, which Jasper needs for name recognition by potential partners or customers in its markets of interest. Jasper’s company name and logo, as well as its product candidate names “JSP191” and “JSP502”, are not registered trademarks. If Jasper seeks to register any of its trademarks, during trademark registration proceedings, Jasper may receive rejections of its applications by the USPTO or in other foreign jurisdictions. Although Jasper would be given an opportunity to respond to those rejections, it may be unable to overcome such rejections. In addition, in the USPTO and in comparable agencies in many foreign jurisdictions, third parties are given an opportunity to oppose pending trademark applications and to seek to cancel registered trademarks. Opposition or cancellation proceedings may be filed against Jasper’s trademarks, and its trademarks may not survive such proceedings. If Jasper is unable to establish name recognition based on its trademarks and trade names, it may not be able to compete effectively and its business may be adversely affected. Jasper may license its trademarks and trade names to third parties, such as distributors. Although these license agreements may provide guidelines for how Jasper’s trademarks and trade names may be used, a breach of these agreements or misuse of its trademarks and tradenames by its licensees may jeopardize its rights in or diminish the goodwill associated with its trademarks and trade names.

Moreover, any name Jasper has proposed to use with its product candidate in the United States must be approved by the FDA, regardless of whether Jasper has registered it, or applied to register it, as a trademark. Similar requirements exist in Europe. The FDA typically conducts a review of proposed product names, including an evaluation of potential for confusion with other product names. If the FDA (or an equivalent administrative body in a foreign jurisdiction) objects to any of Jasper’s proposed proprietary product names, Jasper may be required to expend significant additional resources in an effort to identify a suitable substitute name that would qualify under applicable trademark laws, not infringe the existing rights of third parties and be acceptable to the FDA. Furthermore, in many countries, owning and maintaining a trademark registration may not provide an adequate defense against a subsequent infringement claim asserted by the owner of a senior trademark. At times, competitors or other third parties may adopt trade names or trademarks similar to Jasper’s, thereby impeding its ability to build brand identity and possibly leading to market confusion. In addition, there could be potential trade name or trademark infringement claims brought by owners of other registered trademarks or trademarks that incorporate variations of its registered or unregistered trademarks or trade names. If Jasper asserts trademark infringement claims, a court may determine that the marks Jasper has asserted are invalid or unenforceable, or that the party against whom Jasper has asserted trademark infringement has superior rights to the marks in question. In this case, Jasper could ultimately be forced to cease use of such trademarks.

Jasper may not be successful in acquiring or in-licensing necessary rights to key technologies underlying JSP191 or any future product candidates Jasper may develop.

Jasper currently has rights to intellectual property, through licenses from third parties, to develop JSP191, and Jasper expects to seek to expand its intellectual property footprint related to its product candidate pipeline in part by in-licensing the rights to key technologies. The future growth of Jasper’s business will depend in part on its ability to in-license or otherwise acquire the rights to develop additional product candidates and technologies. Although Jasper has succeeded in licensing technologies from third party licensors, including Amgen, Inc. and Stanford, in the past, Jasper can give no assurance that it will be able to in-license or acquire the rights to other technologies relevant to its product candidates from third parties on acceptable terms or at all.

In order to market Jasper’s product candidates, Jasper may find it necessary or prudent to obtain licenses from such third party intellectual property holders. However, it may be unclear who owns the rights to intellectual property Jasper wishes to obtain, or Jasper may be unable to secure such licenses or otherwise acquire or in-license intellectual property rights from third parties that it identifies as necessary for product candidates it may develop and technology it employs. For example, Jasper employs a range of genome engineering technologies that are owned by third parties in Jasper’s preclinical studies, as well as to manufacture the supply of eHSCs or other cell therapies used for clinical trials and, if approved, for commercialization of Jasper’s product candidates. Jasper currently conducts its preclinical research and clinical trials under 35 U.S.C. § 271(e)(1), which provides a safe harbor from patent infringement for uses of patented technology reasonably related to the development and submission of information under a federal law which regulates the manufacture, use, or sale of drugs.

The licensing or acquisition of third party intellectual property rights is a highly competitive area, and other companies may pursue strategies to license or acquire third party intellectual property rights that Jasper may consider attractive or necessary. Such companies may have a competitive advantage over Jasper, e.g., due to their size, capital resources and greater clinical development and commercialization capabilities. In addition, companies that perceive Jasper to be a competitor may be unwilling to assign or license rights to it. Jasper also may be unable to license or acquire third party intellectual property rights on terms that would allow it to make an appropriate return on its investment or at all. If Jasper is unable to successfully obtain rights to required third party intellectual property rights or maintain the existing intellectual property rights Jasper has, Jasper may have to abandon development of the relevant program or product candidate, which could have a material adverse effect on Jasper’s business, financial condition, results of operations and prospects.

Even if Jasper were able to obtain such a license, it could be non-exclusive, thereby giving Jasper’s competitors and other third parties access to the same technologies licensed to Jasper, and it could require Jasper to make substantial licensing and royalty payments. If Jasper is unable to obtain a necessary license to a third-party patent on commercially reasonable terms, Jasper may be unable to commercialize its product candidates or such commercialization efforts may be significantly delayed, which could in turn significantly harm Jasper’s business.

Third-party claims of intellectual property infringement, misappropriation or other violations may prevent or delay Jasper’s product discovery and development efforts and have a material adverse effect on its business.

Jasper’s commercial success depends in part on Jasper avoiding infringement, misappropriation and other violations of the patents and proprietary rights of third parties. There is a substantial amount of litigation involving patents and other intellectual property rights in the biotechnology and pharmaceutical industries, as well as administrative proceedings for challenging patents, including interference and reexamination proceedings before the USPTO or oppositions and other comparable proceedings in foreign jurisdictions. Recently, under U.S. patent reform, new procedures including inter partes review and post grant review have been implemented. This reform will bring uncertainty to the possibility of challenge to Jasper’s patents in the future. Numerous U.S. and foreign issued patents and pending patent applications, which are owned by third parties, exist in the fields in which Jasper is developing its product candidates, and third parties may allege they have patent rights encompassing Jasper’s product candidates, technologies or methods. Third parties may assert that Jasper is employing their proprietary technology without authorization and may file patent infringement claims or lawsuits against Jasper, and if Jasper is found to infringe such third -party patents, Jasper may be required to pay damages, cease commercialization of the infringing technology or obtain a license from such third parties, which may not be available on commercially reasonable terms or at all.

There may be third-party patents with patent rights to materials, formulations, methods of manufacture or methods of treatment related to the use or manufacture of Jasper’s product candidates. Because patent applications can take many years to issue, there may be currently pending patent applications which may later result in issued patents that Jasper’s product candidates may infringe. In addition, third parties may obtain patents in the future and claim that use of Jasper’s technologies infringes upon these patents. Further, Jasper or its licensors may fail to identify even those relevant third-party patents that have issued or may incorrectly interpret the relevance, scope or expiration of such patents. The scope of a patent claim is determined by an interpretation of the law, the written disclosure in a patent and the patent’s prosecution history. Jasper’s interpretation of the relevance or scope of a patent or a pending application may be incorrect. If any third-party patents were held by a court of competent jurisdiction to cover the manufacturing process of Jasper’s product candidates, materials used in or formed during the manufacturing process or any final product itself, the holders of any such patents may be able to block Jasper’s ability to commercialize the product candidate unless Jasper obtained a license under the applicable patents, or until such patents expire or they are finally determined to be held invalid or unenforceable. Similarly, if any third-party patent were held by a court of competent jurisdiction to cover aspects of Jasper’s materials, formulations or methods, including without limitation, combination therapy or patient selection methods, the holders of any such patent may be able to block Jasper’s ability to develop and commercialize the product candidate unless Jasper obtained a license or until such patent expires or is finally determined to be held invalid or unenforceable.

Parties making claims against Jasper may seek and obtain injunctive or other equitable relief, which could effectively block Jasper’s ability to further develop and commercialize its product candidates. Defense of these claims, regardless of their merit, would involve substantial litigation expense and would involve a substantial diversion of employee resources from Jasper’s business. Jasper may not have sufficient resources to bring these actions to a successful conclusion, which may result in significant cost and may impede Jasper’s inability to pursue any affected products or product candidates. There could also be public announcements of the results of hearings, motions or other interim proceedings or developments. If securities analysts or investors perceive these results to be negative, it could have a material adverse effect on the price of shares of Jasper’s common stock.

In the event of a successful claim of infringement against Jasper, Jasper may have to pay substantial damages, including treble damages and attorneys’ fees for willful infringement, obtain one or more licenses from third parties, pay royalties or redesign Jasper’s infringing products, which may be impossible or require substantial time and monetary expenditure.

Some intellectual property that Jasper has in-licensed may have been discovered through government-funded programs and thus may be subject to federal regulations such as “march-in” rights, certain reporting requirements and a preference for U.S.-based companies. Compliance with such regulations may limit Jasper’s exclusive rights and limit Jasper’s ability to contract with non-U.S. manufacturers.

Any of the intellectual property rights that Jasper has licensed or it may license in the future and that have been generated through the use of U.S. government funding are subject to certain federal regulations. As a result, the U.S. government may have certain rights to intellectual property embodied in Jasper’s current or future product candidates pursuant to the Bayh-Dole Act of 1980 (“Bayh-Dole Act”). These U.S. government rights in certain inventions developed under a government-funded program include a non-exclusive, non-transferable, irrevocable worldwide license to use inventions for any governmental purpose. In addition, the U.S. government would have the right to require Jasper to grant exclusive, partially exclusive, or non-exclusive licenses to any such intellectual property rights to a third party if it determines that: