PRELIMINARY — SUBJECT TO COMPLETION, DATED AUGUST 25, 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 52.3% of the outstanding New Jasper Common Stock, (ii) the stockholders participating in the concurrent private placement in public equity (the “PIPE”) will own, collectively, 21.2% of the outstanding New Jasper Common Stock and (iii) AMHC’s pre-closing stockholders will own approximately 26.5% 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 61.4%, 24.9% and 13.6% respectively, assuming that the maximum of 7,012,600 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. We cannot assure you that, at the time of the special meeting of AMHC, we will have received confirmation that the New Jasper Common Stock has been approved, or that the parties will obtain prior to the consummation of the Business Combination approval, for listing on Nasdaq, and it is possible that such condition to the consummation of the Business Combination may be waived by the parties. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in the accompanying proxy statement/prospectus without such confirmation, and, further it is possible that such confirmation may never be received and the Business Combination could still be consummated if such condition is waived by the parties and therefore the shares of New Jasper Voting Common Stock and public warrants would not be listed on any nationally recognized securities exchange.

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 32 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 (provided that as of the three-year anniversary of the Closing Date, such reference to “66⅔%” shall be deemed to be “50%”);

(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 (provided that as of the three-year anniversary of the Closing Date, such reference to “66⅔%” shall be deemed to be “50%”);

(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 (provided that as of the three-year anniversary of the Closing Date, such reference to “66⅔%” shall be deemed to be “50%”);

(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 five 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 32 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 $100,087,589.75 on the close of business on August 20, 2021 (the “Record Date”), the estimated per share redemption price would have been approximately $10.01. 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 20% 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 SEPTEMBER 22, 2021

TO THE STOCKHOLDERS OF AMPLITUDE HEALTHCARE ACQUISITION CORPORATION: NOTICE IS HEREBY GIVEN that the Special Meeting will be held on September 22, 2021, at 10:00 a.m., Eastern time, via live webcast at the following address: https://www.cstproxy.com/amplitudehealthcareacquisition/sm2021. 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 (provided that as of the three-year anniversary of the Closing Date, such reference to “66⅔%” shall be deemed to be “50%”);

(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 (provided that as of the three-year anniversary of the Closing Date, such reference to “66⅔%” shall be deemed to be “50%”);

(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 (provided that as of the three-year anniversary of the Closing Date, such reference to “66⅔%” shall be deemed to be “50%”);

(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 five 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 August 20, 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 $100,087,589.75 on the Record Date, the estimated per share redemption price would have been approximately $10.01. 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 20% 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 $100,087,589.75 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 September 22, 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 September 22, 2021 at 10:00 a.m., Eastern time.

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.” In addition, the consummation of the Business Combination is conditioned upon the satisfaction of AMHC having $130 million of aggregate cash proceeds comprising (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 giving effect to any redemptions of Public Shares, if any) and (ii) the aggregate cash proceeds actually received by AMHC with respect to the PIPE Investment (such condition to the consummation of the Business Combination, the “Minimum Cash Condition”) (which condition may be waived by Jasper)).

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 happens if a substantial number of Public Stockholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A.     AMHC stockholders who vote in favor of the Business Combination may also nevertheless exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Stockholders are reduced as a result of redemptions by Public Stockholders. The consummation of the Business Combination is conditioned upon, among other things, the Minimum Cash Condition (which may be waived by Jasper). In addition, with fewer Public Shares and Public Stockholders, the trading market for New Jasper Common Stock may be less liquid than it otherwise would have been, and New Jasper may not be able to meet the listing standards for Nasdaq or another national securities exchange. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into New Jasper’s business will be reduced. As a result, the proceeds will be greater in the event that no Public Stockholders exercise redemption rights with respect to their Public Shares for a pro rata portion of the Trust Account as opposed to the scenario in which a substantial number of the Public Stockholders exercise redemption rights.

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 21.2% in New Jasper, the PIPE Investors will own approximately 21.2% of New Jasper (such that the Public Stockholders, including PIPE Investors, will own approximately 42.4% of New Jasper), Sponsor and AMHC’s other pre-closing stockholders will own approximately 5.3% of New Jasper and the Jasper stockholders will own approximately 52.3% 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, AMHC, or their respective affiliates may purchase shares and/or warrants in privately negotiated transactions with investors or in the open market, or enter into transactions with investors and others to provide them with incentives to acquire Public Shares, vote their Public Shares in favor of the Business Combination Proposal or to not redeem their Public Shares. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they could include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or rights owned by the Sponsor for nominal value. In addition, AMHC could seek to obtain additional financing, including, without limitation, through additional private investments in public equity or forward-purchase agreements or similar arrangements, to, among other things, fund redemptions of our Public Shares by our Public Stockholders. 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.

The purpose of any such transactions could be to, among other things, (i) vote such shares in favor of the Business Combination and thereby increase the likelihood of the consummation of the Business Combination or (ii) increase the likelihood that the Minimum Cash Condition is satisfied. If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such

approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the Business Combination Proposal and other Proposals and would likely increase the chances that such Proposals would be approved. Such purchases also would likely reduce the number of redemptions of our Public Shares in connection with the Business Combination, making it more likely that we would satisfy the Minimum Cash Condition. In addition, if such purchases are made, then, among other things, the public “float” of Class A Common Stock and the number of beneficial holders of Class A Common Stock may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of Class A Common Stock on a national securities exchange.

Other than as expressly stated herein, there are no current commitments, plans or intentions to engage in any such transactions and no terms or conditions for any such transaction have been formulated. None of the funds in the Trust Account will be used to purchase shares in such transactions. As of the date of this proxy statement/prospectus, there are no such agreements or arrangements. AMHC will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the Proposals to be voted on at the Special Meeting or which include a contractual waiver of redemption rights.

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 $24.8 million based upon the closing price of $9.93 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 September 22, 2021, via live webcast, at the following address: https://www.cstproxy.com/amplitudehealthcareacquisition/sm2021 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 https://www.cstproxy.com/amplitudehealthcareacquisition/sm2021. 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 September 17, 2021 at 10:00 a.m. Eastern time. 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 1 888-965-8995 (toll free) (within the U.S. and Canada) or +1 415-655-0243 (standard rates apply) (outside of the U.S. and Canada), when prompted to enter the pin # 39641431#. 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 (provided that as of the three-year anniversary of the Closing Date, such reference to “66⅔%” shall be deemed to be “50%”);

(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 (provided that as of the three-year anniversary of the Closing Date, such reference to “66⅔%” shall be deemed to be “50%”);

(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 (provided that as of the three-year anniversary of the Closing Date, such reference to “66⅔%” shall be deemed to be “50%”);

(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 five 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, 6,250,001 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 September 20, 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 September 20, 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 20% 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 12,500,000 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 $20,000. 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 six months ended June 30, 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:

•        adequate steps have not been taken to commercialize the invention;

•        government action is necessary to meet public health or safety needs; or

•        government action is necessary to meet requirements for public use under federal regulations (also referred to as “march-in rights”).

The U.S. government also has the right to take title to such intellectual property rights if Jasper, or the applicable licensor, fails to disclose the invention to the government and fail to file an application to register the intellectual property within specified time limits. Intellectual property generated under a government-funded program is also subject to certain reporting requirements, compliance with which may require Jasper or the

applicable licensor to expend substantial resources. Jasper cannot be certain that its current or future licensors will comply with the disclosure or reporting requirements of the Bayh-Dole Act at all times, or be able to rectify any lapse in compliance with these requirements.

In addition, the U.S. government requires that any products embodying the subject invention or produced through the use of the subject invention be manufactured substantially in the United States. The manufacturing preference requirement can be waived if the owner of the intellectual property can show that reasonable but unsuccessful efforts have been made to grant licenses on similar terms to potential licensees that would be likely to manufacture substantially in the United States or that under the circumstances domestic manufacture is not commercially feasible. This preference for U.S. manufacturers may limit Jasper’s ability to contract with non-U.S. product manufacturers for products covered by such intellectual property. To the extent any of Jasper’s current or future intellectual property is generated through the use of U.S. government funding, the provisions of the Bayh-Dole Act may similarly apply.

Jasper may become involved in lawsuits to protect or enforce its patents or other intellectual property, which could be expensive, time-consuming and unsuccessful.

Competitors may infringe Jasper’s patents, trademarks, copyrights or other intellectual property. To counter infringement or unauthorized use, Jasper may be required to file infringement claims, which can be expensive and time-consuming and divert the time and attention of Jasper’s management and scientific personnel. Any claims Jasper asserts against perceived infringers could provoke these parties to assert counterclaims against Jasper alleging that Jasper infringes their patents, in addition to counterclaims asserting that Jasper’s patents are invalid or unenforceable, or both. In any patent infringement proceeding, there is a risk that a court will decide that a patent of Jasper’s is invalid or unenforceable, in whole or in part, and that Jasper does not have the right to stop the other party from using the invention at issue. There is also a risk that, even if the validity of such patents is upheld, the court will construe the patent’s claims narrowly or decide that Jasper does not have the right to stop the other party from using the invention at issue on the grounds that Jasper’s patent claims do not cover the invention. An adverse outcome in a litigation or proceeding involving Jasper’s patents could limit Jasper’s ability to assert its patents against those parties or other competitors, and may curtail or preclude Jasper’s ability to exclude third parties from making and selling similar or competitive products. Any of these occurrences could adversely affect Jasper’s competitive business position, business prospects and financial condition. Similarly, 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.

Even if Jasper establishes infringement, the court may decide not to grant an injunction against further infringing activity and instead award only monetary damages, which may or may not be an adequate remedy. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of Jasper’s confidential information could be compromised by disclosure during litigation. 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. Moreover, there can be no assurance that Jasper will have sufficient financial or other resources to file and pursue such infringement claims, which typically last for years before they are concluded. Even if Jasper ultimately prevails in such claims, the monetary cost of such litigation and the diversion of the attention of Jasper’s management and scientific personnel could outweigh any benefit Jasper receive as a result of the proceedings. Any of the foregoing may have a material adverse effect on Jasper’s business, financial condition, results of operations and prospects.

Jasper may not be able to protect its intellectual property rights throughout the world.

Filing, prosecuting, maintaining, defending and enforcing patents on Jasper’s product candidates in all countries throughout the world would be prohibitively expensive, and Jasper’s intellectual property rights in some countries outside the United States can be less extensive than those in the United States. In addition, the laws of some foreign countries do not protect intellectual property rights to the same extent as federal and state laws in the United States. Consequently, Jasper may not be able to prevent third parties from practicing Jasper’s inventions in all countries outside the United States, or from selling or importing products made using Jasper’s inventions in and into the United States or other jurisdictions. Competitors may use Jasper’s technologies in jurisdictions where Jasper has

not obtained patent protection to develop their own drugs and may export otherwise infringing drugs to territories where Jasper has patent protection, but enforcement rights are not as strong as those in the United States. These drugs may compete with Jasper’s product candidates and its patents or other intellectual property rights may not be effective or sufficient to prevent them from competing.

Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The legal systems of some countries do not favor the enforcement of patents and other intellectual property protection, which could make it difficult for Jasper to stop the infringement of its patents generally. Proceedings to enforce Jasper’s patent rights in foreign jurisdictions could result in substantial costs and divert Jasper’s efforts and attention from other aspects of its business, could put Jasper’s patents at risk of being invalidated or interpreted narrowly and Jasper’s patent applications at risk of not issuing and could provoke third parties to assert claims against Jasper. Jasper may not prevail in any lawsuits that it initiates, and the damages or other remedies awarded, if any, may not be commercially meaningful.

Many countries have compulsory licensing laws under which a patent owner may be compelled under specified circumstances to grant licenses to third parties. In addition, many countries limit the enforceability of patents against government agencies or government contractors. In those countries, Jasper may have limited remedies if patents are infringed or if Jasper is compelled to grant a license to a third party, which could materially diminish the value of those patents. This could limit Jasper’s potential revenue opportunities. Accordingly, Jasper’s efforts to enforce its intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that Jasper develops or licenses, which could adversely affect Jasper’s business, financial condition, results of operations, and prospects.

If Jasper does not obtain patent term extension (PTE) and data exclusivity for JSP191 or any other product candidates it may develop, Jasper’s business may be materially harmed.

Depending upon the timing, duration and conditions of any FDA marketing approval of Jasper’s product candidates, one or more of Jasper’s U.S. patents may be eligible for limited patent term extension under the Drug Price Competition and Patent Term Restoration Act of 1984, referred to as the Hatch-Waxman Amendments, and similar legislation in the European Union. The Hatch-Waxman Amendments permit a patent term extension of up to five years for a patent covering an approved product as compensation for effective patent term lost during product development and the FDA regulatory review process. However, Jasper may not receive an extension if it fails to exercise due diligence during the testing phase or regulatory review process, fails to apply within applicable deadlines, fails to apply prior to expiration of relevant patents or otherwise fails to satisfy applicable requirements. Moreover, the length of the extension could be less than Jasper requests. Only one patent per approved product can be extended; the extension cannot extend the total patent term beyond 14 years from approval; and only those claims covering the approved drug, a method for using it or a method for manufacturing it may be extended. If Jasper is unable to obtain patent term extension or the term of any such extension is less than Jasper requests, the period during which Jasper can enforce its patent rights for the applicable product candidate will be shortened, and Jasper’s competitors may obtain approval to market competing products sooner. As a result, Jasper’s revenue from applicable products could be reduced. Further, if this occurs, Jasper’s competitors may take advantage of its investment in development and trials by referencing Jasper’s clinical and preclinical data and launch their product earlier than might otherwise be the case, and Jasper’s competitive position, business, financial condition, results of operations, and prospects could be materially harmed.

Third parties may assert that Jasper’s employees or consultants have wrongfully used or disclosed confidential information or misappropriated trade secrets.

Jasper employs individuals who were previously employed at universities or other biopharmaceutical companies, including Jasper’s competitors or potential competitors. Although Jasper tries to ensure that its employees and consultants do not use the proprietary information or know-how of others in their work for Jasper, Jasper may be subject to claims that Jasper or its employees, consultants or independent contractors have inadvertently or otherwise used or disclosed intellectual property, including trade secrets or other proprietary information, of a former employer or other third parties. Jasper may also be subject to claims that patents and applications that Jasper may file to protect inventions of Jasper’s employees or consultants are rightfully owned by their former employers or other third parties. Litigation may be necessary to defend against these claims. If Jasper fails in defending any such claims, in addition to paying monetary damages, Jasper may lose valuable intellectual

property rights or personnel. Even if Jasper is successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees. Any of the foregoing would harm Jasper’s business, financial condition, results of operations, and prospects.

Risks Related to Other Legal Compliance Matters

If any of Jasper’s product candidates are approved, an unfavorable reimbursement determination in any of the major markets could have a negative impact on Jasper. Further, an unfavorable change in such regimes (e.g., price controls) could have a negative impact on Jasper.

The regulations that govern marketing approvals, pricing, and reimbursement for new medicines vary widely from country to country. In the U.S., recently enacted legislation may significantly change the approval requirements in ways that could involve additional costs and cause delays in obtaining approvals. Some countries require approval of the sale price of a medicine before it can be marketed. In many countries, the pricing review period begins after marketing or product licensing approval is granted. In some foreign markets, prescription pharmaceutical pricing remains subject to continuing governmental control even after initial approval is granted. As a result, Jasper might obtain marketing approval for a medicine in a particular country, but then be subject to price regulations that delay its commercial launch of the medicine, possibly for lengthy time periods, and negatively impact the revenues Jasper is able to generate from the sale of the medicine in that country. Adverse pricing limitations may hinder Jasper’s ability to recoup its investment in one or more product candidates, even if any product candidates it may develop obtain marketing approval.

Jasper’s ability to commercialize any medicines successfully also will depend in part on the extent to which reimbursement for these medicines and related treatments will be available from government health administration authorities, private health insurers, and other organizations. Government authorities and third-party payors, such as private health insurers and health maintenance organizations, decide which medications they will pay for and establish reimbursement levels. A primary trend in the U.S. healthcare industry and elsewhere is cost containment. Government authorities and third-party payors have attempted to control costs by limiting coverage and the amount of reimbursement for particular medications. For example, in May 2019, the Centers for Medicare & Medicaid Services (“CMS”) issued a final rule to allow Medicare Advantage Plans the option of using step therapy, a type of prior authorization for Medicare Party B drugs, beginning January 1, 2020. This final rule codified CMS’s policy change that was effective January 1, 2019.

Congress and the Biden administration have each indicated that it will continue to seek new legislative and/or administrative measures to control drug costs. Individual states in the U.S. have also increasingly passed legislation and implemented regulations designed to control pharmaceutical product pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access and marketing cost disclosure and transparency measures, and, in some cases, designed to encourage importation from other countries and bulk purchasing.

At the state level, legislatures have become increasingly aggressive in passing legislation and implementing regulations designed to control pharmaceutical and biological product pricing. Some of these measures include price or patient reimbursement constraints, discounts, restrictions on certain product access, marketing cost disclosure and transparency measures, and, in some cases, measures designed to encourage importation from other countries and bulk purchasing. In addition, regional health care authorities and individual hospitals are increasingly using bidding procedures to determine what pharmaceutical products and which suppliers will be included in their prescription drug and other health care programs. Also, increasingly, third-party payors are requiring that drug companies provide them with predetermined discounts from list prices and are challenging the prices charged for medical products. Jasper cannot be sure that reimbursement will be available for any medicine that it commercializes and, if reimbursement is available, the level of reimbursement. Reimbursement may impact the demand for, or the price of, any product candidate for which Jasper obtains marketing approval. If reimbursement is not available or is available only to limited levels, Jasper may not be able to successfully commercialize any product candidate for which Jasper obtains marketing approval.

There may be significant delays in obtaining reimbursement for newly approved medicines, and coverage may be more limited than the purposes for which the medicine is approved by the FDA or similar regulatory authorities outside the U.S. Moreover, eligibility for reimbursement does not imply that any medicine will be paid for in all cases or at a rate that covers Jasper’s costs, including research, development, manufacture, sale and distribution. Interim reimbursement levels for new medicines, if applicable, may also not be sufficient to cover Jasper’s costs and may not be made permanent. Reimbursement rates may vary according to the use of the medicine and the clinical setting in

which it is used, may be based on reimbursement levels already set for lower cost medicines and may be incorporated into existing payments for other services. Net prices for medicines may be reduced by mandatory discounts or rebates required by government healthcare programs or private payors and by any future relaxation of laws that presently restrict imports of medicines from countries where they may be sold at lower prices than in the U.S. Any such reductions could negatively impact Jasper’s net product sales, if any of its product candidates are ever approved.

Any product candidate for which Jasper obtains marketing approval could be subject to restrictions or withdrawal from the market, and Jasper may be subject to substantial penalties if it fails to comply with regulatory requirements or if it experiences unanticipated problems with its medicines, when and if any of them are approved.

The FDA and other regulatory agencies closely regulate the post approval marketing and promotion of medicines to ensure that they are marketed only for the approved indications and in accordance with the provisions of the approved labeling. The FDA and other regulatory agencies impose stringent restrictions on manufacturers’ communications regarding off label use, and if Jasper does not market its medicines for their approved indications, it may be subject to enforcement action for off label marketing by the FDA and other federal and state enforcement agencies, including the Department of Justice. Violation of the Federal Food, Drug, and Cosmetic Act (“FDCA”) and other statutes, including the False Claims Act, relating to the promotion and advertising of prescription products may also lead to investigations or allegations of violations of federal and state healthcare fraud and abuse laws and state consumer protection laws.

In addition, later discovery of previously unknown problems with Jasper’s medicines, third-party manufacturers, or manufacturing processes, or failure to comply with regulatory requirements, may yield various results, including:

•        restrictions on such medicines, manufacturers, or manufacturing processes;

•        restrictions on the labeling or marketing of a medicine;

•        restrictions on the distribution or use of a medicine;

•        requirements to conduct post marketing clinical trials;

•        receipt of warning or untitled letters;

•        withdrawal of the medicines from the market;

•        refusal to approve pending applications or supplements to approved applications that Jasper submits;

•        recall of medicines;

•        fines, restitution, or disgorgement of profits or revenue;

•        suspension or withdrawal of marketing approvals;

•        suspension of any ongoing clinical trials;

•        refusal to permit the import or export of Jasper’s medicines;

•        product seizure; and

•        injunctions or the imposition of civil or criminal penalties.

Any government investigation of alleged violations of law could require Jasper to expend significant time and resources in response and could generate negative publicity. The occurrence of any event or penalty described above may inhibit Jasper’s ability to commercialize any product candidates it develops and adversely affect its business, financial condition, results of operations, and prospects.

Additionally, if any of Jasper’s product candidates receives marketing approval, the FDA could require it to adopt a Risk Evaluation and Mitigation Strategy, to ensure that the benefits outweigh its risks, which may include, among other things, a medication guide outlining the risks of the product for distribution to patients and a communication plan to healthcare practitioners. Furthermore, if Jasper or others later identify undesirable side effects caused by any of its product candidates, several potentially significant negative consequences could result, including:

•        regulatory authorities may suspend or withdraw approvals of such product candidate;

•        regulatory authorities may require additional warnings on the label;

•        Jasper may be required to change the way such product candidate is administered or conduct additional clinical trials;

•        Jasper could be sued and held liable for harm caused to patients; and

•        Jasper’s reputation may suffer.

Jasper’s relationships with healthcare providers, including physicians, and third-party payors will be subject to applicable anti-kickback, fraud and abuse, anti-bribery and other healthcare laws and regulations, which could expose Jasper to criminal sanctions, civil penalties, contractual damages, reputational harm and diminished profits and future earnings.

Healthcare providers and third-party payors play a primary role in the recommendation and prescription of any product candidates for which Jasper obtains marketing approval. Jasper’s current and future arrangements with healthcare providers, third-party payors and customers may expose Jasper to broadly applicable fraud and abuse and other healthcare laws and regulations that may constrain the business or financial arrangements and relationships through which Jasper researches as well as markets, sells and distributes its products for which Jasper obtains marketing approval. Restrictions under applicable federal and state healthcare laws and regulations, including certain laws and regulations applicable only if Jasper has marketed products, include, but are not limited to, the following:

•        the federal healthcare program Anti-Kickback Statute, which prohibits, among other things, persons or entities from knowingly and willfully soliciting, receiving, offering, or providing any remuneration (including any kickback, bribe or certain rebates), directly or indirectly, in cash or in kind, to induce, or in return for, either the referral of an individual, for the purchase, lease, order or recommendation of any item, good, facility or service for which payment may be made, in whole or in part, under federal healthcare programs, such as Medicare and Medicaid. A person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation;

•        federal false claims, including the False Claims Act that can be enforced through whistleblower actions, false statements and civil monetary penalties laws, which prohibit, among other things, any person or entity from knowingly presenting, or causing to be presented, a false or fraudulent claim for payment of government funds or knowingly making, or causing to be made, a false record or statement material to a false or fraudulent claim to get a false claim paid or to avoid, decrease or conceal an obligation to pay money to the federal government. In addition, the government may assert that a claim including items and services resulting from a violation of the U.S. federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the False Claims Act;

•        the federal Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), which, prohibits, among other things, executing, or attempting to execute, a scheme to defraud any healthcare benefit program or making false, fictitious, or fraudulent statements in connection with the delivery of, or payment for, healthcare benefits, items or services relating to healthcare matters. Similar to the federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation;

•        the federal false statements statute, which prohibits knowingly and willfully falsifying, concealing, or covering up a material fact or making any materially false statement in connection with the delivery of or payment for healthcare benefits, items, or services;

•        the federal Food, Drug, and Cosmetic Act, which among other things, strictly regulates drug marketing, prohibits manufacturers from marketing such products for off-label use and regulates the distribution of samples;

•        federal laws that require pharmaceutical manufacturers to report certain calculated product prices to the government or provide certain discounts or rebates to government authorities or private entities, often as a condition of reimbursement under government healthcare programs;

•        the federal Physician Payments Sunshine Act, which requires certain manufacturers of drugs, devices, biologics and medical supplies for which payment is available under Medicare, Medicaid or the Children’s Health Insurance Program (with certain exceptions) to report annually to the CMS within the

U.S. Department of Health and Human Services, information related to payments or other transfers of value made during the previous year to physicians, (defined to include doctors, dentists, optometrists, podiatrists and chiropractors) and teaching hospitals, as well as ownership and investment interests held by physicians and their immediate family members. Beginning in 2022, such obligations will include payments and other transfers of value provided in the previous year to certain other healthcare professionals, including physician assistants, nurse practitioners, clinical nurse specialists, certified nurse anesthetists, anesthesiologist assistants and certified nurse midwives; and

•        analogous state and foreign laws and regulations, such as state anti-kickback and false claims laws, which may be broader in scope and apply to healthcare items or services that are reimbursed by non-governmental third-party payors, including private insurers.

Some state laws also require pharmaceutical companies to comply with specific compliance standards, restrict financial interactions between pharmaceutical companies and healthcare providers or require pharmaceutical companies to report information related to payments to health care providers or marketing expenditures. Certain state laws also require the reporting of information related to drug pricing. Further, certain state and local laws require the registration of pharmaceutical sales representatives.

Efforts to ensure that Jasper’s business arrangements with third parties will comply with applicable healthcare laws and regulations will involve substantial costs. Given the breadth of the laws and regulations and evolving government interpretations of the laws and regulations, governmental authorities may possibly conclude that Jasper’s business practices, including certain of Jasper’s advisory board arrangements with physicians, some of whom are compensated in the form of stock or stock options, may not comply with healthcare laws and regulations. If Jasper’s operations are found to be in violation of any of the laws described above or any other government regulations that apply to Jasper, Jasper may be subject to significant penalties, including administrative, civil and criminal penalties, damages, fines, disgorgement, exclusion from participation in government health care programs, such as Medicare and Medicaid, imprisonment, integrity oversight and reporting obligations, contractual damages, reputational harm, diminished profits and future earnings, and the curtailment or restructuring of Jasper’s operations, any of which could adversely affect Jasper’s business, financial condition, results of operations, and prospects.

The European Union has strict laws governing the provision of benefits or advantages to healthcare professionals in order to induce or encourage the prescription, recommendation, endorsement, purchase, supply, order or use of medicinal products. Such laws and associated codes of practice set out the rules and requirements that the provision of hospitality, sponsorship, gifts and promotional items must meet before they can be accepted by healthcare professionals. The provision of benefits or advantages to healthcare professionals is also governed by the national anti-bribery laws of European Union Member States. Infringement of these laws could result in substantial fines and imprisonment.

Payments made to healthcare professionals in certain European Union Member States may be publicly disclosed. Moreover, agreements with healthcare professionals often must be the subject of prior notification and approval by the healthcare professionals’ employer, his or her competent professional organization, and/or the regulatory authorities of the individual European Union Member States. These requirements are provided in the national laws, industry codes, or professional codes of conduct applicable in the European Union Member States. Failure to comply with these requirements could result in reputational risk, public reprimands, administrative penalties, fines or imprisonment.

Healthcare and other reform legislation, may increase the difficulty and cost for Jasper and any collaborators Jasper may have to obtain marketing approval of and commercialize JSP191 and any other product candidates Jasper may develop and affect the prices Jasper, or they, may obtain.

In the United States and some foreign jurisdictions, there have been, and continue to be, ongoing efforts to implement legislative and regulatory changes regarding the healthcare system. Such changes could prevent or delay marketing approval of JSP191 and any other product candidates that Jasper may develop, restrict or regulate post-approval activities and affect Jasper’s ability to profitably sell any product candidates for which Jasper obtains marketing approval. Although Jasper cannot predict what healthcare or other reform efforts will be successful, such efforts may result in more rigorous coverage criteria, in additional downward pressure on the price that Jasper, or Jasper’s future collaborators, may receive for any approved products or in other consequences that may adversely affect Jasper’s ability to achieve or maintain profitability.

Within the United States, the federal government and individual states have aggressively pursued healthcare reform, as evidenced by the passing of the ACA and the ongoing efforts to modify or repeal that legislation. The ACA substantially changed the way healthcare is financed by both governmental and private insurers and contains a number of provisions that affect coverage and reimbursement of drug products and/or that could potentially reduce the demand for pharmaceutical products such as increasing drug rebates under state Medicaid programs for brand name prescription drugs and extending those rebates to Medicaid managed care and assessing a fee on manufacturers and importers of brand name prescription drugs reimbursed under certain government programs, including Medicare and Medicaid. Other aspects of healthcare reform, such as expanded government enforcement authority and heightened standards that could increase compliance-related costs, could also affect Jasper’s business. There are, and may continue to be, judicial challenges, including review by the United States Supreme Court. Jasper cannot predict the ultimate content, timing or effect of any changes to the ACA or other federal and state reform efforts. There is no assurance that federal or state health care reform will not adversely affect Jasper’s future business and financial results, and Jasper cannot predict how future federal or state legislative, judicial or administrative changes relating to healthcare reform will affect Jasper’s business.

Federal and state governments have shown significant interest in implementing cost-containment programs to limit the growth of government-paid healthcare costs, including price controls, waivers from Medicaid drug rebate law requirements, restrictions on reimbursement and requirements for substitution of generic products for branded prescription drugs. The private sector has also sought to control healthcare costs by limiting coverage or reimbursement or requiring discounts and rebates on products. Jasper is unable to predict what additional legislation, regulations or policies, if any, relating to the healthcare industry or third party coverage and reimbursement may be enacted in the future or what effect such legislation, regulations or policies would have on Jasper’s business. Any cost containment measures could significantly decrease the available coverage and the price Jasper might establish for its potential products, which would have an adverse effect on Jasper’s net revenues and operating results.

Legislative and regulatory proposals have been made to expand post-approval requirements and restrict sales and promotional activities for biotechnology products. Jasper cannot be sure whether additional legislative changes will be enacted, or whether FDA regulations, guidance or interpretations for biological products will be changed, or what the impact of such changes on the marketing approvals of Jasper’s product candidates, if any, may be. In addition, increased scrutiny by the U.S. Congress of the FDA’s approval and decision-making processes may significantly delay or prevent marketing approval, as well as subject Jasper to more stringent product labeling and post-marketing testing and other requirements.

The prices of prescription pharmaceuticals in the United States and foreign jurisdictions is subject to considerable legislative and executive actions and could impact the prices Jasper obtains for its products, if and when licensed.

The prices of prescription pharmaceuticals have also been the subject of considerable discussion in the United States. To date, there have been several recent U.S. congressional inquiries and proposed and enacted state and federal legislation designed to, among other things, bring more transparency to drug pricing, review the relationship between pricing and manufacturer patient programs, reduce the costs of drugs under Medicare and reform government program reimbursement methodologies for products. To those ends, President Trump issued several executive orders intended to lower the costs of prescription drug products. Certain of these orders are reflected in recently promulgated regulations, including an interim final rule implementing President Trump’s most favored nation model, but such final rule is currently subject to a nationwide preliminary injunction. It remains to be seen whether these orders and resulting regulations will remain in force during the Biden Administration. Further, on September 24, 2020, the Trump Administration finalized a rulemaking allowing states or certain other non-federal government entities to submit importation program proposals to the FDA for review and approval. Applicants are required to demonstrate that their importation plans pose no additional risk to public health and safety and will result in significant cost savings for consumers. The FDA has issued draft guidance that would allow manufacturers to import their own FDA-approved drugs that are authorized for sale in other countries (multi-market approved products).

At the state level, individual states are increasingly aggressive in passing legislation and implementing regulations designed to control pharmaceutical and biological product pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access and marketing cost disclosure and transparency measures, and, in some cases, designed to encourage importation from other countries and bulk purchasing. In addition, regional health care organizations and individual hospitals are increasingly using bidding

procedures to determine what pharmaceutical products and which suppliers will be included in their prescription drug and other health care programs. These measures could reduce the ultimate demand for Jasper’s products, once approved, or put pressure on its product pricing. Jasper expects that additional state and federal healthcare reform measures will be adopted in the future, any of which could limit the amounts that federal and state governments will pay for healthcare products and services, which could result in reduced demand for its product candidates or additional pricing pressures.

In the European Union, similar political, economic and regulatory developments may affect Jasper’s ability to profitably commercialize its product candidates, if approved. In markets outside of the United States and the European Union, reimbursement and healthcare payment systems vary significantly by country, and many countries have instituted price ceilings on specific products and therapies. In some countries, particularly the countries of the European Union, the pricing of prescription pharmaceuticals is subject to governmental control. In these countries, pricing negotiations with governmental authorities can take considerable time after the receipt of marketing approval for a product. To obtain reimbursement or pricing approval in some countries, Jasper may be required to conduct a clinical trial that compares the cost-effectiveness of its product candidates to other available therapies. If reimbursement of Jasper’s products is unavailable or limited in scope or amount, or if pricing is set at unsatisfactory levels, its business could be harmed, possibly materially.

Jasper’s employees, principal investigators, consultants and commercial partners may engage in misconduct or other improper activities, including non-compliance with regulatory standards and requirements and insider trading.

Jasper is exposed to the risk of fraud or other misconduct by Jasper’s employees, consultants and commercial partners, and, if Jasper commences clinical trials, Jasper’s principal investigators. Misconduct by these parties could include intentional failures to comply with FDA regulations or the regulations applicable in the European Union and other jurisdictions, provide accurate information to the FDA, the EMA and other regulatory authorities, comply with healthcare fraud and abuse laws and regulations in the United States and abroad, report financial information or data accurately or disclose unauthorized activities to Jasper. In particular, sales, marketing and business arrangements in the healthcare industry are subject to extensive laws and regulations intended to prevent fraud, misconduct, kickbacks, self-dealing and other abusive practices. These laws and regulations restrict or prohibit a wide range of pricing, discounting, marketing and promotion, sales commission, customer incentive programs and other business arrangements. Such misconduct also could involve the improper use of information obtained in the course of clinical trials or interactions with the FDA, the EMA or other regulatory authorities, which could result in regulatory sanctions and cause serious harm to Jasper’s reputation. Jasper has adopted a code of conduct applicable to all of Jasper’s employees, but it is not always possible to identify and deter employee misconduct, and the precautions Jasper takes to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting Jasper from government investigations or other actions or lawsuits stemming from a failure to comply with these laws or regulations. If any such actions are instituted against Jasper, and Jasper is not successful in defending itself or asserting its rights, those actions could have a significant impact on Jasper’s business, financial condition, results of operations and prospects, including the imposition of significant fines or other sanctions.

Laws and regulations governing any international operations Jasper may have in the future may preclude Jasper from developing, manufacturing and selling certain product candidates outside of the United States and require Jasper to develop and implement costly compliance programs.

Jasper may be subject to numerous laws and regulations in each jurisdiction outside the United States in which Jasper may operate. The creation, implementation and maintenance of international business practices compliance programs is costly and such programs are difficult to enforce, particularly where reliance on third parties is required.

The Foreign Corrupt Practices Act (the “FCPA”), prohibits any U.S. individual or business from paying, offering, authorizing payment or offering of anything of value, directly or indirectly, to any foreign official, political party or candidate for the purpose of influencing any act or decision of the foreign entity in order to assist the individual or business in obtaining or retaining business. The FCPA also obligates companies whose securities are listed in the United States to comply with certain accounting provisions requiring Jasper to maintain books and records that accurately and fairly reflect all transactions of the corporation, including international subsidiaries,

and to devise and maintain an adequate system of internal accounting controls for international operations. The anti-bribery provisions of the FCPA are enforced primarily by the Department of Justice. The SEC is involved with enforcement of the books and records provisions of the FCPA.

Similarly, the U.K. Bribery Act 2010 has extra-territorial effect for companies and individuals having a connection with the United Kingdom. The U.K. Bribery Act prohibits inducements both to public officials and private individuals and organizations. Compliance with the FCPA and the U.K. Bribery Act is expensive and difficult, particularly in countries in which corruption is a recognized problem. In addition, the FCPA presents particular challenges in the pharmaceutical industry, because, in many countries, hospitals are operated by the government, and doctors and other hospital employees are considered foreign officials. Certain payments to hospitals in connection with clinical trials and other work have been deemed to be improper payments to government officials and have led to FCPA enforcement actions.

Various laws, regulations and executive orders also restrict the use and dissemination outside of the United States, or the sharing with certain non-U.S. nationals, of information classified for national security purposes, as well as certain products and technical data relating to those products. Jasper’s expansion outside of the United States has required, and will continue to require, Jasper to dedicate additional resources to comply with these laws, and these laws may preclude Jasper from developing, manufacturing or selling certain product candidates outside of the United States, which could limit Jasper’s growth potential and increase Jasper’s development costs. The failure to comply with laws governing international business practices may result in substantial penalties, including suspension or debarment from government contracting. Violation of the FCPA can result in significant civil and criminal penalties. Indictment alone under the FCPA can lead to suspension of the right to do business with the U.S. government until the pending claims are resolved. Conviction of a violation of the FCPA can result in long-term disqualification as a government contractor. The termination of a government contract or relationship as a result of Jasper’s failure to satisfy any of its obligations under laws governing international business practices would have a negative impact on Jasper’s operations and harm Jasper’s reputation and ability to procure government contracts. The SEC also may suspend or bar issuers from trading securities on U.S. exchanges for violations of the FCPA’s accounting provisions.

Compliance with global privacy and data security requirements could result in additional costs and liabilities to Jasper or inhibit its ability to collect and process data globally, and the failure to comply with such requirements could subject it to significant fines and penalties, which may have a material adverse effect on its business, financial condition, or results of operations.

The regulatory framework for the collection, use, safeguarding, sharing, transfer, and other processing of information worldwide is rapidly evolving and is likely to remain uncertain for the foreseeable future. Globally, virtually every jurisdiction in which Jasper operates has established its own data security and privacy frameworks with which it must comply. For example, the collection, use, disclosure, transfer, or other processing of personal data regarding individuals in the European Union, including personal health data, is subject to the EU General Data Protection Regulation (the “GDPR”), which took effect across all member states of the European Economic Area (the “EEA”) in May 2018. The GDPR is wide-ranging in scope and imposes numerous requirements on companies that process personal data, including requirements relating to processing health and other sensitive data, obtaining consent of the individuals to whom the personal data relates, providing information to individuals regarding data processing activities, implementing safeguards to protect the security and confidentiality of personal data, providing notification of data breaches, and taking certain measures when engaging third-party processors. The GDPR increases Jasper’s obligations with respect to clinical trials conducted in the EEA by expanding the definition of personal data to include coded data and requiring changes to informed consent practices and more detailed notices for clinical trial subjects and investigators. In addition, the GDPR imposes strict rules on the transfer of personal data to countries outside the European Union, including the United States, and, as a result, increases the scrutiny that clinical trial sites located in the EEA should apply to transfers of personal data from such sites to countries that are considered to lack an adequate level of data protection, such as the United States. The GDPR also permits data protection authorities to require destruction of improperly gathered or used personal information and/or impose substantial fines for violations of the GDPR, which can be up to four percent of global revenues or 20 million Euros, whichever is greater, and it also confers a private right of action on data subjects and consumer associations to lodge complaints with supervisory

authorities, seek judicial remedies, and obtain compensation for damages resulting from violations of the GDPR. In addition, the GDPR provides that European Union member states may make their own further laws and regulations limiting the processing of personal data, including genetic, biometric or health data.

Similar actions are either in place or under way in the United States. There are a broad variety of data protection laws that are applicable to Jasper’s activities, and a wide range of enforcement agencies at both the state and federal levels that can review companies for privacy and data security concerns based on general consumer protection laws. The Federal Trade Commission and state Attorneys General all are aggressive in reviewing privacy and data security protections for consumers. New laws also are being considered at both the state and federal levels. For example, the California Consumer Privacy Act—which went into effect on January 1, 2020—is creating similar risks and obligations as those created by GDPR, though the California Consumer Privacy Act does exempt certain information collected as part of a clinical trial subject to the Federal Policy for the Protection of Human Subjects (the Common Rule). In March 2020, the California State Attorney General proposed varying versions of companion draft regulations which are not yet finalized. Despite the delay in adopting regulations, the California State Attorney General commenced enforcement actions against violators beginning July 1, 2020. Many other states are considering similar legislation. A broad range of legislative measures also have been introduced at the federal level. Accordingly, failure to comply with federal and state laws (both those currently in effect and future legislation) regarding privacy and security of personal information could expose Jasper to fines and penalties under such laws. There also is the threat of consumer class actions related to these laws and the overall protection of personal data. Even if Jasper is not determined to have violated these laws, government investigations into these issues typically require the expenditure of significant resources and generate negative publicity, which could harm its reputation and business.

Given the breadth and depth of changes in data protection obligations, preparing for and complying with these requirements is rigorous and time intensive and requires significant resources and a review of Jasper’s technologies, systems and practices, as well as those of any third-party collaborators, service providers, contractors or consultants that process or transfer personal data collected in the European Union. The GDPR and other changes in laws or regulations associated with the enhanced protection of certain types of sensitive data, such as healthcare data or other personal information from Jasper’s clinical trials, could require it to change its business practices and put in place additional compliance mechanisms, may interrupt or delay its development, regulatory and commercialization activities and increase its cost of doing business, and could lead to government enforcement actions, private litigation and significant fines and penalties against it and could have a material adverse effect on its business, financial condition, or results of operations.

Jasper or Jasper’s partners may be subject to stringent privacy laws, information security laws, regulations, policies and contractual obligations related to data privacy and security and changes in such laws, regulations, policies or how they are interpreted or changes in contractual obligations could adversely affect Jasper’s business.

There are numerous U.S. federal and state data privacy and protection laws and regulations that apply to the collection, transmission, processing, storage and use of personally-identifying information, which among other things, impose certain requirements relating to the privacy, security and transmission of personal information. The legislative and regulatory landscape for privacy and data protection continues to evolve in jurisdictions worldwide, and there has been an increasing focus on privacy and data protection issues with the potential to affect Jasper’s business. Failure to comply with any of these laws and regulations could result in enforcement action against Jasper, including fines, imprisonment of company officials and public censure, claims for damages by affected individuals, damage to Jasper’s reputation and loss of goodwill, any of which could have a material adverse effect on Jasper’s business, financial condition, results of operations or prospects.

If Jasper is unable to properly protect the privacy and security of health-related information or other sensitive or confidential information in Jasper’s possession, Jasper could be found to have breached its contracts. Further, if Jasper fails to comply with applicable privacy laws, including applicable HIPAA privacy and security standards, Jasper could face significant administrative, civil and criminal penalties. Enforcement activity can also result in financial liability and reputational harm, and responses to such enforcement activity can consume significant internal resources. In addition, state attorneys general are authorized to bring civil actions seeking either injunctions or damages in response to violations that threaten the privacy of state residents.

Risks Related to Employee Matters, Managing Growth and Information Technology

If Jasper loses key management personnel, or if it fails to recruit additional highly skilled personnel, Jasper’s ability to continue developing and to identify and develop new or next generation product candidates will be impaired, which could result in delays in the development process, loss of market opportunities, make Jasper less competitive and have a material adverse effect on Jasper’s business, financial condition and results of operations.

Jasper’s ability to compete in the highly competitive biotechnology and pharmaceutical industries depends upon Jasper’s ability to attract and retain highly qualified managerial, scientific and medical personnel. Jasper is highly dependent on its management, particularly its Chief Executive Officer, the members of its executive team, and key scientific and medical personnel employees. The loss of the services of any of Jasper’s executive officers, key employees, and scientific and medical advisors, and Jasper’s inability to find suitable replacements, could result in delays in product development and harm Jasper’s business.

Jasper conducts its operations at its facility in the San Francisco Bay Area. This region is headquarters to many other biopharmaceutical companies and many academic and research institutions. Competition for skilled personnel in Jasper’s market is intense and may limit Jasper’s ability to hire and retain highly qualified personnel on acceptable terms or at all.

To induce valuable employees to remain at Jasper, in addition to salary and cash incentives, Jasper has provided stock options that vest over time. The value to employees of stock options that vest over time may be significantly affected by movements in Jasper’s stock price that are beyond Jasper’s control, and may at any time be insufficient to counteract more lucrative offers from other companies. Despite Jasper’s efforts to retain valuable employees, members of Jasper’s management, scientific and development teams may terminate their employment with Jasper on short notice. Although Jasper has employment agreements with its key employees, these agreements provide for at-will employment, which means that any of Jasper’s employees could leave Jasper’s employment at any time, with or without notice. Jasper does not maintain “key man” insurance policies on the lives of these individuals or the lives of any of Jasper’s other employees. Jasper’s success also depends on Jasper’s ability to continue to attract, retain and motivate highly skilled junior, mid-level and senior managers as well as junior, mid-level and senior scientific and medical personnel.

Jasper and its management have a limited track record as an operating company. Failures in the operational execution of the expected business plans may have a material impact on Jasper’s commercial prospects. Further, if Jasper is not able to attract and retain highly-qualified personnel, it may not be able to successfully implement its business strategy.

Jasper’s management team has worked together for only a limited period of time and has a limited track record of executing its business plan as a team. In addition, Jasper has recently filled a number of positions in its finance and accounting staff. Accordingly, certain key personnel have only recently assumed the duties and responsibilities they are now performing, and it is difficult to predict whether Jasper’s management team, individually and collectively, will be effective in operating its business. These changes may cause speculation and uncertainty regarding Jasper’s commercial prospects and may cause or result in:

•        disruption of Jasper’s business or distraction of its employees and management;

•        difficulty in recruiting, hiring, motivating, and retaining talented and skilled personnel;

•        stock price volatility; and

•        difficulty in negotiating, maintaining, or consummating business or strategic relationships or transactions.

If Jasper is unable to mitigate these risks or to attract and retain highly qualified personnel, its revenue, operating results and financial condition may be adversely impacted.

Jasper will need to grow the size of its organization, and Jasper may experience difficulties in managing this growth.

As of August 15, 2021, Jasper had 24 full-time employees. As Jasper’s development, manufacturing and commercialization plans and strategies develop, and as Jasper transitions into operating as a public company, Jasper expects to need and is actively recruiting additional managerial, operational, sales, marketing, financial and other personnel. Future growth would impose significant added responsibilities on members of management, including:

•        identifying, recruiting, integrating, maintaining and motivating additional employees;

•        managing Jasper’s internal development efforts effectively, including the clinical, FDA and international regulatory review process for Jasper’s product candidates, while complying with Jasper’s contractual obligations to contractors and other third parties; and

•        improving Jasper’s operational, financial and management controls, reporting systems and procedures.

Jasper’s future financial performance and its ability to commercialize its product candidates will depend, in part, on its ability to effectively manage any future growth, and its management may also have to divert a disproportionate amount of time to managing these growth activities.

Jasper currently relies, and for the foreseeable future will continue to rely, in substantial part on certain independent organizations, advisors and consultants to provide certain services, including substantially all aspects of regulatory approval, clinical management and manufacturing. Jasper cannot assure you that the services of independent organizations, advisors and consultants will continue to be available to Jasper on a timely basis when needed, or that Jasper can find qualified replacements. In addition, if Jasper is unable to effectively manage its outsourced activities or if the quality or accuracy of the services provided by consultants is compromised for any reason, Jasper’s clinical trials may be extended, delayed or terminated, and Jasper may not be able to obtain regulatory approval of its product candidates or otherwise advance its business. Jasper cannot assure you that it will be able to manage its existing consultants or find other competent outside contractors and consultants on economically reasonable terms, or at all. If Jasper is not able to effectively expand its organization by hiring new employees and expanding its groups of consultants and contractors, or if Jasper is not able to effectively build out new facilities to accommodate this expansion, Jasper may not be able to successfully implement the tasks necessary for further development and commercialization of its product candidates and, accordingly, may not achieve its research, development and commercialization goals.

Jasper’s insurance policies may be inadequate and potentially expose Jasper to unrecoverable risks.

Jasper has limited director and officer insurance and commercial insurance policies. Any significant insurance claims would have a material adverse effect on Jasper’s business, financial condition and results of operations. Insurance availability, coverage terms and pricing continue to vary with market conditions. Jasper endeavors to obtain appropriate insurance coverage for insurable risks that Jasper identifies; however, Jasper may fail to correctly anticipate or quantify insurable risks; Jasper may not be able to obtain appropriate insurance coverage; and insurers may not respond as Jasper intends to cover insurable events that may occur. Jasper has observed rapidly changing conditions in the insurance markets relating to nearly all areas of traditional corporate insurance. Such conditions have resulted in higher premium costs, higher policy deductibles and lower coverage limits. For some risks, Jasper may not have or maintain insurance coverage because of cost or availability.

Jasper’s internal computer systems, or those of its third-party vendors, collaborators or other contractors or consultants, may fail or suffer security breaches, which could result in a material disruption of its product development programs, compromise sensitive information related to its business or prevent Jasper from accessing critical information, potentially exposing it to liability or otherwise adversely affecting its business.

Jasper’s internal computer systems and those of Jasper’s current and any future third-party vendors, collaborators and other contractors or consultants are vulnerable to damage or interruption from computer viruses, computer hackers, malicious code, employee theft or misuse, denial-of-service attacks, sophisticated nation-state and nation-state-supported actors, unauthorized access, natural disasters, terrorism, war and telecommunication and electrical failures. While Jasper seeks to protect its information technology systems from system failure, accident and security breach, if such an event were to occur and cause interruptions in Jasper’s operations, it could result in a

disruption of Jasper’s development programs and Jasper’s business operations, whether due to a loss of Jasper’s trade secrets or other proprietary information or other disruptions. For example, the loss of clinical trial data from future clinical trials could result in delays in Jasper’s regulatory approval efforts and significantly increase Jasper’s costs to recover or reproduce the data. If Jasper was to experience a significant cybersecurity breach of its information systems or data, the costs associated with the investigation, remediation and potential notification of the breach to counter-parties and data subjects could be material. In addition, Jasper’s remediation efforts may not be successful. If Jasper does not allocate and effectively manage the resources necessary to build and sustain the proper technology and cybersecurity infrastructure, Jasper could suffer significant business disruption, including transaction errors, supply chain or manufacturing interruptions, processing inefficiencies, data loss or the loss of or damage to intellectual property or other proprietary information.

Although Jasper takes such steps to help protect confidential and other sensitive information from unauthorized access or disclosure, Jasper’s information technology and infrastructure may be vulnerable to attacks by hackers or viruses, failures, or breaches due to third-party action, employee negligence or error, malfeasance, or other incidents or disruptions. For example, Jasper could be the target of phishing attacks seeking confidential information regarding Jasper’s employees. Furthermore, while Jasper has implemented data privacy and security measures in an effort to comply with applicable laws and regulations relating to privacy and data protection, some health-related and other personal information or confidential information may be transmitted to Jasper by third parties, who may not implement adequate security and privacy measures, and it is possible that laws, rules and regulations relating to privacy, data protection, or information security may be interpreted and applied in a manner that is inconsistent with Jasper’s practices or those of third parties who transmit health-related and other personal information or confidential information to Jasper.

To the extent that Jasper or these third parties are found to have violated such laws, rules or regulations or that any disruption or security breach were to result in a loss of, or damage to, Jasper’s or Jasper’s third-party vendors’, collaborators’ or other contractors’ or consultants’ data or applications, or inappropriate disclosure of confidential or proprietary information, Jasper could incur liability including litigation exposure, penalties and fines, Jasper could become the subject of regulatory action or investigation, Jasper’s competitive position could be harmed and the further development and commercialization of Jasper’s product candidates could be delayed. Any of the above could have a material adverse effect on Jasper’s business, financial condition, results of operations or prospects.

Unstable market and economic conditions may have serious adverse consequences on Jasper’s business, financial condition and share price.

As widely reported, global credit and financial markets have experienced volatility and disruptions in the past several years and especially in 2020 due to the impacts of the COVID-19 pandemic, including severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates and uncertainty about economic stability. There can be no assurances that further deterioration in credit and financial markets and confidence in economic conditions will not occur. Jasper’s general business strategy may be adversely affected by any such economic downturn, volatile business environment or continued unpredictable and unstable market conditions. If the current equity and credit markets deteriorate, it may make any necessary debt or equity financing more difficult, more costly and more dilutive. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on Jasper’s growth strategy, financial performance and share price and could require Jasper to delay or abandon clinical development plans.

Risks Related to Ownership of New Jasper Common Stock Following the Business Combination

If the Business Combination’s benefits do not meet the expectations of investors or securities analysts or for other reasons, the market price of AMHC’s securities or, following the Business Combination, New Jasper’s securities, may decline.

If the perceived benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of AMHC’s securities prior to the Closing may decline. The market values of New Jasper’s securities at the time of the Business Combination may vary significantly from their prices on the date the Business Combination Agreement was executed, the date of this proxy statement/prospectus, or the date on which AMHC’s stockholders vote on the Business Combination.

In addition, following the Business Combination, fluctuations in the price of New Jasper’s securities could contribute to the loss of all or part of your investment. Prior to the Business Combination, there has not been a public market for New Jasper’s securities. Accordingly, the valuation ascribed to Jasper may not be indicative of the price that will prevail in the trading market following the Business Combination. If an active market for New Jasper’s securities develops and continues, the trading price of New Jasper’s securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond New Jasper’s control. Any of the factors listed below could have a negative impact on your investment in New Jasper’s securities and New Jasper’s securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of New Jasper’s securities may not recover and may experience a further decline.

Factors affecting the trading price of New Jasper’s securities may include:

•        adverse regulatory decisions;

•        any delay in New Jasper’s regulatory filings for its product candidates and any adverse development or perceived adverse development with respect to the applicable regulatory authority’s review of such filings, including without limitation the FDA’s issuance of a “refusal to file” letter or a request for additional information;

•        the impacts of the ongoing COVID-19 pandemic and related restrictions;

•        the commencement, enrollment or results of any future clinical trials New Jasper may conduct, or changes in the development status of its product candidates;

•        adverse results from, delays in or termination of clinical trials;

•        unanticipated serious safety concerns related to the use of New Jasper’s product candidates;

•        lower than expected market acceptance of New Jasper’s product candidates following approval for commercialization;

•        changes in financial estimates by New Jasper or by any securities analysts who might cover its stock;

•        changes in the market valuations of similar companies;

•        stock market price and volume fluctuations of comparable companies and, in particular, those that operate in the biopharmaceutical industry;

•        publication of research reports about New Jasper or its industry or positive or negative recommendations or withdrawal of research coverage by securities analysts;

•        announcements by New Jasper or its competitors of significant acquisitions, strategic partnerships or divestitures;

•        announcements of investigations or regulatory scrutiny of its operations or lawsuits filed against New Jasper;

•        investors’ general perception of New Jasper’s business or management;

•        recruitment or departure of key personnel;

•        overall performance of the equity markets;

•        disputes or other developments relating to intellectual property rights, including patents, litigation matters and New Jasper’s ability to obtain, maintain, defend, protect and enforce patent and other intellectual property rights for its technologies;

•        significant lawsuits, including patent or stockholder litigation;

•        proposed changes to healthcare laws in the U.S. or foreign jurisdictions, or speculation regarding such changes;

•        general political and economic conditions; and

•        other events or factors, many of which are beyond New Jasper’s control.

In addition, the stock market in general, Nasdaq and pharmaceutical companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. Broad market and industry factors may negatively affect the market price of New Jasper’s securities, regardless of New Jasper’s actual operating performance. In the past, stockholders have initiated class action lawsuits against pharmaceutical and biotechnology companies following periods of volatility in the market prices of these companies’ stock. Such litigation, if instituted against New Jasper, could cause it to incur substantial costs and divert management’s attention and resources from its business.

Insiders will have substantial control over New Jasper after the Business Combination, which could limit your ability to affect the outcome of key transactions, including a change of control.

Upon the completion of the PIPE Investment, New Jasper’s directors and executive officers and their affiliates will beneficially own approximately 28.9% of the outstanding shares of New Jasper Common Stock. As a result, these stockholders, if they act together, will be able to influence New Jasper’s management and affairs and all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions, such as a merger or other sale of New Jasper or its assets. This concentration of ownership may have the effect of delaying or preventing a change in control of Jasper or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control, even if that change in control would benefit New Jasper’s other stockholders. This significant concentration of ownership may also adversely affect the trading price for Jasper’s common stock because investors often perceive disadvantages in owning stock in companies with controlling stockholders. For information regarding the ownership of New Jasper’s outstanding stock by New Jasper’s executive officers, directors, and current beneficial owners of 5% or more of New Jasper’s voting securities and their respective affiliates, please see the section titled “Beneficial Ownership of Securities.”

Following the completion of the Business Combination, New Jasper will incur significant increased expenses and administrative burdens as a public company, which could negatively impact its business, financial condition and results of operations.

Following the completion of the Business Combination, New Jasper will face increased legal, accounting, administrative and other costs and expenses as a public company that Jasper does not incur as a private company. The Sarbanes-Oxley Act, including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, and the securities exchanges, impose additional reporting and other obligations on public companies. Compliance with public company requirements will increase costs and make certain activities more time-consuming. A number of those requirements will require New Jasper to carry out activities Jasper has not done previously. For example, New Jasper will adopt new charters for its board committees and adopt new internal controls and disclosure controls and procedures. In addition, expenses associated with SEC reporting requirements will be incurred. Furthermore, if any issues in complying with those requirements are identified (for example, if the auditors identify a material weakness or significant deficiency in the internal control over financial reporting), New Jasper could incur additional costs rectifying those issues, and the existence of those issues could adversely affect New Jasper’s reputation or investor perceptions of it. It may also be more expensive to obtain director and officer liability insurance. Risks associated with New Jasper’s status as a public company may make it more difficult to attract and retain qualified persons to serve on the New Jasper Board or as executive officers. The additional reporting and other obligations imposed by these rules and regulations will increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. These increased costs will require New Jasper to divert a significant amount of money that could otherwise be used to expand the business and achieve strategic objectives. Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.

New Jasper’s failure to timely and effectively implement controls and procedures required by Section 404(a) of the Sarbanes-Oxley Act that will be applicable to it after the Business Combination is consummated could negatively impact its business.

Jasper is currently not subject to Section 404 of the Sarbanes-Oxley Act. However, following the completion of the Business Combination, New Jasper will be required to provide management’s attestation on internal controls over financial reporting. The standards required for a public company under Section 404(a) of the Sarbanes-Oxley Act are significantly more stringent than those required of Jasper as a privately held company. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable after the Business Combination. If New Jasper is not able to implement the additional requirements of Section 404(a) in a timely manner or with adequate compliance, it may not be able to assess whether its internal controls over financial reporting are effective, which may subject it to adverse regulatory consequences and could harm investor confidence and the market price of its securities.

New Jasper will qualify as an “emerging growth company” within the meaning of the Securities Act, and if it takes advantage of certain exemptions from disclosure requirements available to emerging growth companies, it could make New Jasper’s securities less attractive to investors and may make it more difficult to compare New Jasper’s performance to the performance of other public companies.

AMHC and Jasper both qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act, and therefore, New Jasper will remain an emerging growth company after the completion of the Business Combination. As such, New Jasper will be eligible for and intends to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as it continues to be an emerging growth company, including, but no limited to, (a) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, (b) reduced disclosure obligations regarding executive compensation in New Jasper’s periodic reports and proxy statements and (c) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, New Jasper’s stockholders may not have access to certain information they may deem important. New Jasper will remain an emerging growth company until the earlier of (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of the Initial Public Offering, (b) in which New Jasper has total annual gross revenue of at least $1.07 billion, or (c) in which New Jasper is deemed to be a large accelerated filer, which means the market value of New Jasper’s common equity that is held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter; and (ii) the date on which New Jasper has issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. New Jasper cannot predict whether investors will find New Jasper’s securities less attractive because it will rely on these exemptions. If some investors find New Jasper’s securities less attractive as a result of New Jasper’s reliance on these exemptions, the trading prices of New Jasper’s securities may be lower than they otherwise would be, there may be a less active trading market for New Jasper’s securities and the trading prices of New Jasper’s securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. Because AMHC is an emerging growth company that elected to defer adoption of new or revised accounting standards, New Jasper intends to take advantage of the exemption for complying with new or revised accounting standards within the same time periods as private companies, which means that when a standard is issued or revised and it has different application dates for public or private companies, New Jasper, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of New Jasper’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Even after New Jasper no longer qualifies as an emerging growth company, it may still qualify as a “smaller reporting company,” which would allow New Jasper to take advantage of many of the same exemptions from disclosure requirements, including reduced disclosure obligations regarding executive compensation in New Jasper’s periodic reports and proxy statements. If New Jasper ceases to be an emerging growth company, and does not qualify as a smaller reporting company, it will no longer be able to take advantage of certain exemptions from reporting discussed above, including not being able to take advantage of extended transition periods for the adoption of new or modified accounting standards, and, absent other exemptions or relief available from the SEC, it will also be required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act if it is no longer a non-accelerated filer at such time. New Jasper will incur additional expenses in connection with such compliance and its management will need to devote additional time and effort to implement and comply with such requirements.

There are risks to stockholders who are not affiliates of our Sponsor of becoming stockholders of New Jasper through the Business Combination rather than through an underwritten public offering, including no independent due diligence review by an underwriter and conflicts of interest of our Sponsor.

There are risks associated with Jasper becoming publicly traded through a business combination with AMHC (a special purpose acquisition company) instead of through an underwritten offering, including that investors will not receive the benefit of any independent review by an underwriter of Jasper’s business, finances and operations, including its projections.

Underwritten public offerings of securities are typically subject to a due diligence review of the issuer by the underwriters to satisfy duties under the Securities Act, the rules of the Financial Industry Regulatory Authority, Inc. (FINRA) and the rules of the national securities exchange on which such securities will be listed. Additionally, underwriters conducting such public offerings are subject to liability for any material misstatements or omissions in a registration statement filed in connection with the public offering and undertake a due diligence review process in order to establish a due diligence defense against liability for claims under the federal securities laws. Stockholders must rely on the information in this proxy statement/prospectus and will not have the benefit of an independent review and investigation of the type typically performed by underwriters in a public securities offering. AMHC cannot assure you that due diligence conducted in connection with the Business Combination has identified all material issues that may be present in Jasper’s business prior to the completion of the Business Combination during the course of due diligence, that it would be possible to uncover all material issues through a customary due diligence process (whether undertaken by an underwriter or by AMHC), or that factors outside of Jasper’s and AMHC’s control will not later arise.

In addition, our Sponsor and certain of AMHC’s executive officers and directors have interests in the Business Combination that may be different from, or in addition to, the interests of stockholders generally. Such interests may have influenced AHMC’s directors in making their recommendation that you vote in favor of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus. See “Business Combination Proposal — Interests of AMHC’s Directors and Executive Officers in the Business Combination” for additional information on interests of AMHC’s directors and executive officers.

If, following the Business Combination, securities or industry analysts do not publish or cease publishing research or reports about New Jasper, its business, or its market, or if they change their recommendations regarding New Jasper’s securities adversely, the price and trading volume of New Jasper’s securities could decline.

The trading market for New Jasper Common Stock will be influenced by the research and reports that industry or financial analysts publish about New Jasper or New Jasper’s business. Securities and industry analysts do not currently, and may never, publish research on New Jasper. If no or few analysts commence coverage of New Jasper, the trading price of New Jasper’s stock would likely decrease. Even if New Jasper does obtain analyst coverage, if one or more of the analysts covering New Jasper’s business downgrade their evaluations of New Jasper’s stock, the price of New Jasper’s stock could decline. If one or more of these analysts cease to cover New Jasper’s stock, Jasper could lose visibility in the market for its stock, which in turn could cause New Jasper’s stock price to decline.

Future sales, or the perception of future sales, by New Jasper or its stockholders in the public market following the Business Combination, the issuance of rights to purchase New Jasper Common Stock, including pursuant to the Equity Incentive Plan and the ESPP, and future exercises of registration rights could result in the additional dilution of the percentage ownership of New Jasper’s stockholders and cause the market price for New Jasper Common Stock to decline.

The sale of shares of New Jasper’s Common Stock, convertible securities or other equity securities in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of New Jasper Common Stock. These sales, or the possibility that these sales may occur, also might make it more difficult for New Jasper to sell equity securities in the future at a time and at a price that it deems appropriate. In addition, if New Jasper sells shares of New Jasper Common Stock, convertible securities or other equity securities, investors may be materially diluted by subsequent sales. Such sales may also result in material dilution to New Jasper’s exiting stockholders, and new investors could gain rights, preferences, and privileges senior to the holders of New Jasper Common Stock, including New Jasper Common Stock issued in connection with the Business Combination.

Pursuant to the Equity Incentive Plan, which will become effective the day prior to the Closing, New Jasper is authorized to grant equity awards to its employees, directors and consultants. In addition, pursuant to the ESPP, which will become effective the day prior to the Closing, New Jasper is authorized to sell shares to its employees. A total of 4,400,000 and 550,000 shares of common stock have been reserved for future issuance under the Equity Incentive Plan and the ESPP, respectively. In addition, the Equity Incentive Plan and ESPP provide for annual automatic increases in the number of shares reserved thereunder, beginning on January 1, 2022. As a result of such annual increases, New Jasper’s stockholders may experience additional dilution, which could cause the price of New Jasper Common Stock to fall.

Pursuant to the Amended and Restated Registration Rights Agreement to be entered into in connection with the Business Combination, certain stockholders of AMHC and Jasper can each demand that New Jasper register their registrable securities under certain circumstances and will each also have piggyback registration rights for these securities. In addition, following the Closing, New Jasper is required to file and maintain an effective registration statement under the Securities Act covering such securities and certain other securities of New Jasper. The registration of these securities will permit the public sale of such securities, subject to certain contractual restrictions imposed by the Amended and Restated Registration Rights Agreement and the Business Combination Agreement. The presence of these additional shares of common stock trading in the public market may have an adverse effect on the market price of New Jasper’s securities.

In the future, New Jasper may also issue its securities in connection with investments or acquisitions. The amount of shares of New Jasper Common Stock issued in connection with an investment or acquisition could constitute a material portion of New Jasper’s then-outstanding shares of common stock. Any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to New Jasper’s stockholders.

Because there are no current plans to pay cash dividends on New Jasper Common Stock for the foreseeable future, you may not receive any return on investment unless you sell New Jasper Common Stock for a price greater than that which you paid for it.

New Jasper may retain future earnings, if any, for future operations, expansion and debt repayment and has no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of the New Jasper Board and will depend on, among other things, New Jasper’s results of operations, financial condition, cash requirements, contractual restrictions and other factors that the New Jasper Board may deem relevant. In addition, New Jasper’s ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness it or its subsidiaries incur. As a result, you may not receive any return on an investment in New Jasper Common Stock unless you sell your shares of common stock for a price greater than that which you paid for it.

Anti-takeover provisions in the Proposed Charter and under Delaware law could make an acquisition of New Jasper, which may be beneficial to its stockholders, more difficult and may prevent attempts by its stockholders to replace or remove New Jasper’s current management.

The Proposed Charter, which will be in effect upon completion of the Business Combination, will contain provisions that could delay or prevent a change of control of New Jasper or changes in the New Jasper Board that New Jasper’s stockholders might consider favorable. Some of these provisions include:

•        a board of directors divided into three classes serving staggered three-year terms, such that not all members of the board will be elected at one time;

•        a prohibition on stockholder action through written consent, which requires that all stockholder actions be taken at a meeting of New Jasper’s stockholders;

•        a requirement that special meetings of stockholders be called only by the chairman of the New Jasper Board, the chief executive officer, the president, or by a majority of the total number of authorized directors;

•        advance notice requirements for stockholder proposals and nominations for election to the New Jasper Board;

•        a requirement that no member of the New Jasper Board may be removed from office by New Jasper’s stockholders except for cause and, in addition to any other vote required by law, upon the approval of not less than two-thirds of all outstanding shares of New Jasper’s voting stock then entitled to vote in the election of directors;

•        a requirement of approval of not less than two-thirds of all outstanding shares of New Jasper’s voting stock to amend any bylaws by stockholder action or to amend specific provisions of New Jasper’s certificate of incorporation; and

•        the authority of the New Jasper Board to issue preferred stock on terms determined by the New Jasper Board without stockholder approval and which preferred stock may include rights superior to the rights of the holders of common stock

In addition, because New Jasper is incorporated in Delaware, New Jasper will be governed by the provisions of Section 203 of the DGCL, which may prohibit certain business combinations with stockholders owning 15% or more of New Jasper’s outstanding voting stock. These anti-takeover provisions and other provisions in the Proposed Charter and Proposed Bylaws could make it more difficult for stockholders or potential acquirors to obtain control of the New Jasper Board or initiate actions that are opposed by the then-current board of directors and could also delay or impede a merger, tender offer, or proxy contest involving New Jasper. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing or cause New Jasper to take other corporate actions you desire. Any delay or prevention of a change of control transaction or changes in the New Jasper Board could cause the market price of New Jasper Common Stock to decline. For more information, see the section titled “Description of New Jasper Securities”.

The Proposed Charter that will be in effect upon the Closing will provide that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially all disputes between New Jasper and its stockholders, which could limit its stockholders’ ability to obtain a favorable judicial forum for disputes with New Jasper or its directors, officers or employees.

The Proposed Charter will provide that the Court of Chancery of the State of Delaware will be the exclusive forum for the following types of actions or proceedings under Delaware statutory or common law: (i) any derivative action or proceeding brought on New Jasper’s behalf; (ii) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any of New Jasper’s current or former directors, officers, or other employees to New Jasper or New Jasper’s stockholders; (iii) any action or proceeding asserting a claim against New Jasper or any of New Jasper’s current or former directors, officers, or other employees, arising out of or pursuant to any provision of the DGCL, the Proposed Charter or Proposed Bylaws; (iv) any action or proceeding to interpret, apply, enforce, or determine the validity of the Proposed Charter or Proposed Bylaws; (v) any action or proceeding as to which the DGCL confers jurisdiction to the Court of Chancery of the State of Delaware; and (vi) any action asserting a claim

against New Jasper or any of New Jasper’s directors, officers, or other employees governed by the internal affairs doctrine, in all cases to the fullest extent permitted by law and subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. These provisions would not apply to suits brought to enforce a duty or liability created by the Exchange Act. Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all such Securities Act actions. Accordingly, both state and federal courts have jurisdiction to entertain such claims. To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, the Proposed Charter will provide that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, including all causes of action asserted against any defendant named in such complaint. While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions. In such instance, New Jasper would expect to vigorously assert the validity and enforceability of the exclusive forum provisions of the Proposed Charter. This may require significant additional costs associated with resolving such action in other jurisdictions and the provisions may not be enforced by a court in those other jurisdictions.

These exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with New Jasper or New Jasper’s directors, officers, or other employees and may discourage these types of lawsuits. In addition, a stockholder that is unable to bring a claim in the judicial forum of its choosing may be required to incur additional costs in the pursuit of actions which are subject to these exclusive forum provisions, particularly if the stockholder does not reside in or near Delaware. Furthermore, the enforceability of similar choice of forum provisions in other companies’ certificates of incorporation or bylaws has been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable or unenforceable. If a court were to find the exclusive forum provision contained in the Proposed Charter to be inapplicable or unenforceable in an action, New Jasper may incur further significant additional costs associated with resolving such action in other jurisdictions, all of which could seriously harm its business.

Risks Related to AMHC and the Business Combination

Unless the context otherwise requires, references in this subsection “— Risks Related to AMHC and the Business Combination” to “we”, “us” and “our” generally refer to AMHC in the present tense or New Jasper from and after the Business Combination.

AMHC and Jasper will incur significant transaction costs in connection with the Business Combination.

Each of AMHC and Jasper has incurred and expects that it will incur significant, non-recurring costs in connection with consummating the Business Combination. Jasper may also incur additional costs to retain key employees. AMHC and Jasper will also incur significant legal, financial advisor, accounting, banking and consulting fees, fees relating to regulatory filings and notices, SEC filing fees, printing and mailing fees and other costs associated with the Business Combination. AMHC and Jasper estimate that they will incur approximately $16.0 million in aggregate transaction costs, inclusive of $1.9 million of deferred underwriting commissions. Some of these costs are payable regardless of whether the Business Combination is completed. See “Business Combination Proposal — Expenses”.

The Business Combination is subject to conditions, including certain conditions that may not be satisfied on a timely basis, if at all.

The completion of the Business Combination is subject to a number of conditions. The completion of the Business Combination is not assured and is subject to risks, including the risk that approval of the Business Combination by AMHC stockholders is not obtained, or that other Closing conditions are not satisfied. If AMHC does not complete the Business Combination, it could be subject to several risks, including:

•        the parties may be liable for damages to one another under the terms and conditions of the Business Combination Agreement;

•        negative reactions from the financial markets, including declines in the price of Class A Common Stock due to the fact that current prices may reflect a market assumption that the Business Combination will be completed; and

•        the attention of AMHC’s management will have been diverted to the Business Combination rather than the pursuit of other opportunities in respect of an initial business combination.

For more information about the Closing conditions to the Business Combination, see the section titled “Business Combination Proposal — The Business Combination Agreement — Conditions to Closing of the Business Combination.”

AMHC or Jasper may waive one or more of the Closing conditions without re-soliciting stockholder approval.

Certain conditions to AMHC’s or Jasper’s obligations to complete the Business Combination may be waived, in whole or in part, to the extent legally allowed, either unilaterally or by agreement of AMHC and Jasper. In the event of a waiver of a condition, the Board will evaluate the materiality of any such waiver to determine whether amendment of this proxy statement/prospectus and re-solicitation of proxies is necessary. In the event that the Board determines any such waiver is not significant enough to require re-solicitation of its stockholders, it will have the discretion to complete the Business Combination without seeking further stockholder approval.

For more information about the closing conditions to the Business Combination, see the section titled “Business Combination Proposal — The Business Combination Agreement — Conditions to Closing of the Business Combination.”

AMHC’s ability to successfully effect the Business Combination and to be successful thereafter will be totally dependent upon the efforts of its key personnel, including Jasper’s key personnel, all of whom are expected to join New Jasper following the Business Combination. While AMHC intends to closely scrutinize any individuals it engages after the Business Combination, it cannot assure you that its assessment of these individuals will prove to be correct.

AMHC’s ability to successfully effect the Business Combination is dependent upon the efforts of AMHC’s key personnel and the key personnel of Jasper, particularly its Chief Executive Officer, the members of its executive team, and key scientific and medical personnel employees. Although AMHC expects all of such key personnel of Jasper to remain with Jasper following the Business Combination, it is possible that New Jasper will lose some key personnel, the loss of which could negatively impact the operations and profitability of New Jasper. While AMHC intends to closely scrutinize any individuals it engages after the Business Combination, it cannot assure you that its assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a public company, which could cause AMHC to have to expend time and resources helping them become familiar with such requirements. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect its operations. Additionally, AMHC cannot assure you that New Jasper will be successful in integrating and retaining such key personnel, or in identifying and recruiting additional key individuals New Jasper determines may be necessary following the Business Combination.

AMHC’s Sponsor, directors and officers have interests in the Business Combination which may be different from or in addition to (and which may conflict with) the interests of its stockholders.

AMHC’s Sponsor, officers and directors and their respective affiliates and associates have interests in and arising from the Business Combination that are different from, or in addition to (and which may conflict with), the interests of the Public Stockholders, which could result in a real or perceived conflict of interest. These interests include, among other things, the interests listed below:

•        If we are unable to complete our initial business combination by November 22, 2021, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish the Public Stockholders’ rights as 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 our remaining stockholders and the Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for

claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our Warrants, which will expire worthless if we fail to complete our business combination by November 22, 2021.

•        Our Sponsor, officers and directors and their respective affiliates and associates have waived their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial business combination by November 22, 2021. However, if our Sponsor, officers and directors and their respective affiliates and associates acquire Public Shares, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial business combination by such date.

•        Simultaneously with the closing of our Initial Public Offering, pursuant to the Private Placement Warrants Purchase Agreement, we completed the private sale of an aggregate of the Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant to our Sponsor, generating gross proceeds to us of $4,000,000. The Private Placement Warrants are each exercisable commencing the later of 30 days following the Closing of the Business Combination and 12 months from the closing of our Initial Public Offering, which occurred on November 22, 2019, for one share of Class A Common Stock at $11.50 per share. If we do not consummate a business combination transaction by November 22, 2021, then the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants. The Private Placement Warrants held by our initial stockholders had an aggregate market value of approximately $ based upon the closing price of $ per Public Warrant on Nasdaq on the Record Date.

•        Our Sponsor, officers and directors and their respective affiliates and associates will lose their entire original investment of $4,025,000 consisting of our Sponsor’s $25,000 initial investment and our Sponsor’s $4,000,000 Private Placement Warrant purchase price if we do not complete a business combination by November 22, 2021. The value of such investment is $ based upon the closing price of $ per Public Share and $ per Public Warrant on Nasdaq on the Record Date.

•        Certain of our officers and directors may continue to serve as officers and/or directors of AMHC after the Closing. As such, in the future they may receive any cash fees, stock options or stock awards that the Board determines to pay to its directors and/or officers.

•        In August 2019, our Sponsor purchased an aggregate of 2,875,000 Founder Shares in exchange for a capital contribution of $25,000, or approximately $0.009 per Founder Share. Because the underwriters of the Initial Public Offering did not exercise their over-allotment option, 375,000 of the Founder Shares were forfeited in January 2020, and 2,500,000 such Founder Shares remain outstanding as of the date hereof. As a result of this low initial price, our Sponsor, its affiliates and our management team and advisors stand to earn a positive rate of return or profit on their investment, even if other stockholders, such as Public Stockholders, experience a negative rate of return because the post-business combination company subsequently declines in value. Thus, our Sponsor, officers and directors and their respective affiliates and associates may have more of an economic incentive for us to, rather than liquidate if we fail to complete our initial business combination by November 22, 2021, enter into an initial business combination on potentially less favorable terms with a potentially less favorable, riskier, weaker-performing or financially unstable business, or an entity lacking an established record of revenues or earnings, than would be the case if such parties had paid the full offering price for their Founder Shares.

•        Our Sponsor, officers and directors and their respective affiliates and associates collectively (including entities controlled by officers and directors) have made an aggregate average investment per share of $0.59 (including the 2,875,000 Founder Shares and 4,000,000 Private Placement Warrants) as of the consummation of the Initial Public Offering. Because the underwriters of the Initial Public Offering did not exercise their over-allotment option, 375,000 of the Founder Shares were forfeited in January 2020, and 2,500,000 Founder Shares remain outstanding as of the date hereof. Following the forfeiture of the 375,000 Founder Shares, the aggregate average investment amount of our Sponsor, officers and directors and their respective affiliates and associates is $0.62 per share. As a result of the significantly lower investment per share of our Sponsor, officers and directors and their respective affiliates and associates

as compared with the investment per share of our Public Stockholders, a transaction which results in an increase in the value of the investment of our Sponsor, officers and directors may result in a decrease in the value of the investment of our Public Stockholders.

•        In order to protect the amounts held in the Trust Account, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under our indemnity of the underwriters of the offering against certain liabilities, including liabilities under the Securities Act.

•        If we do not complete an initial business combination within the required period, we may use a portion of our working capital held outside the Trust Account to repay the working capital loans, but no proceeds held in the Trust Account would be used to repay the working capital loans. As of August 20, 2021, there was approximately $100,087,589.75 in investments and cash held in the Trust Account and approximately $111,536.61 of cash held outside the Trust Account available for working capital purposes.

•        Following the Closing, we will continue to indemnify our existing directors and officers and will maintain a directors’ and officers’ liability insurance policy.

•        Upon the Closing, subject to the terms and conditions of the Business Combination Agreement, our Sponsor, our officers and directors and their respective affiliates and associates may be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, and repayment of any other loans, if any, and on such terms as to be determined by AMHC from time to time, made by our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination.

•        Following the Closing, our Sponsor would be entitled to the repayment of any working capital loan and advances that have been made to AMHC and remain outstanding. As of the date of this proxy statement/prospectus, our Sponsor has not made any advances to us for working capital expenses, and there are no outstanding fees or out-of-pocket expenses for which our Sponsor and its affiliates are waiting reimbursement. As of the date of this proxy statement/prospectus, other than one immaterial reimbursable expense owed to Mr. Kapoor, our President, there are no outstanding loans, fees or out-of-pocket expenses for which our officers or directors are awaiting reimbursement.

•        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. See “Business Combination Proposal — Interests of AMHC’s Directors and Executive Officers in the Business Combination” for additional information on interests of AMHC’s directors and executive officers.

These financial interests of the Sponsor, our officers and our directors and their respective affiliates and associates may have influenced their motivation in identifying and selecting Jasper as a business combination target, and their decision to approve the Business Combination. In considering the recommendations of the Board to vote for the Proposals, our stockholders should consider these interests.

Activities taken by AMHC’s affiliates to purchase, directly or indirectly, Public Shares will increase the likelihood of approval of the Business Combination Proposal and the other Proposals and may affect the market price of the AMHC’s securities.

Our Sponsor, directors, officers, advisors or their affiliates may purchase shares and/or warrants in privately negotiated transactions from investors or in the open market, or they may enter into transactions with such investors and others to provide them with incentives to acquire Public Shares, vote their Public Shares in favor of the Business

Subsequent to the Closing, AMHC may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

Although AMHC has conducted due diligence on Jasper, AMHC cannot assure you that this diligence revealed all material issues that may be present in Jasper’s business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of AMHC’s and Jasper’s control will not later arise. As a result, AMHC may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in losses. Even if AMHC’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with AMHC’s preliminary risk analysis. Even though these charges may be non-cash items and may not have an immediate impact on AMHC’s liquidity, the fact that AMHC reports charges of this nature could contribute to negative market perceptions about New Jasper’s or AMHC’s securities. In addition, charges of this nature may cause AMHC to be unable to obtain future financing on favorable terms or at all. Accordingly, any AMHC stockholder who chooses to remain a stockholder of New Jasper following the Business Combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by AMHC’s officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation relating to the Business Combination contained an actionable material misstatement or material omission.

Our actual financial position and results of operations may differ materially from the unaudited pro forma condensed combined financial information included in this proxy statement/prospectus may not be indicative of what AMHC’s actual financial position or results of operations would have been.

The unaudited pro forma condensed combined financial information in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what AMHC’s actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated. See the section titled “Unaudited Pro Forma Condensed Combined Financial Statements” for more information.

If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share.

Our placing of funds in the Trust Account may not protect those funds from third-party claims against us. Although we seek to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our Public Stockholders, such parties may not execute such agreements, or even if they execute such agreements, they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. WithumSmith+Brown, PC our independent registered public accounting firm will not execute agreements with us waiving such claims to the monies held in the Trust Account.

If, before distributing the proceeds in the Trust Account to our Public Stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to our Public Stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject

to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the Trust Account, the per share amount that would otherwise be received by our stockholders in connection with our liquidation would be reduced.

If, after we distribute the proceeds in the Trust Account to our Public Stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and our board may be exposed to claims of punitive damages.

If, after we distribute the proceeds in the Trust Account to our Public Stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. Furthermore, because AMHC intends to distribute the proceeds held in the Trust Account to the Public Stockholders promptly after expiration of the time AMHC has to complete an initial business combination, this may be viewed or interpreted as giving preference to the Public Stockholders over any potential creditors with respect to access to or distributions from AMHC’s assets. In addition, the Board may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying Public Stockholders from the Trust Account prior to addressing the claims of creditors.

Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

Our Class A Common Stock and Public Warrants are listed on Nasdaq. We cannot assure you that New Jasper’s securities will continue to be listed on Nasdaq following the Business Combination. In connection with the Business Combination, and as set forth in the Nasdaq condition in the Business Combination Agreement, we will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq. For instance, upon closing of the Business Combination, our stock price would generally be required to be at least $4.00 per share and our stockholders’ equity would generally be required to be at least $5.0 million and we would be required to have a minimum of 300 round lot holders of our securities. We cannot assure you that we will be able to meet those initial listing requirements at that time. In addition, we cannot assure you that, at the Special Meeting, we will have received confirmation that the New Jasper Common Stock has been approved, or that the parties will obtain prior to the consummation of the Business Combination approval, for listing on Nasdaq, and it is possible that such condition to the consummation of the Business Combination may be waived by the parties. As a result, you may be asked to vote to approve the Business Combination and the other proposals described in this proxy statement/prospectus without such confirmation, and, further it is possible that such confirmation may never be received and the Business Combination could still be consummated if such condition is waived by the parties and therefore the shares of New Jasper Voting Common Stock and Public Warrants would not be listed on any nationally recognized securities exchange.

If Nasdaq delists New Jasper’s securities from trading on its exchange and New Jasper is not able to list its securities on another national securities exchange, we expect New Jasper’s securities could be quoted on an over-the-counter market. If this were to occur, New Jasper could face significant material adverse consequences, including:

•        a limited availability of market quotations for its securities;

•        reduced liquidity for its securities;

•        a determination that New Jasper Common Stock is a “penny stock”, which will require brokers trading in New Jasper Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for its securities;

•        a limited amount of news and analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

Our independent directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our Public Stockholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public Share due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and our Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations.

While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to our Public Stockholders may be reduced below $10.00 per Public Share.

The Public Stockholders will experience immediate dilution as a consequence of, among other transactions, the issuance of New Jasper Common Stock as consideration in the Business Combination and the PIPE Investment.

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, 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.

The issuance of additional common stock will significantly dilute the equity interests of existing holders of AMHC securities, and may adversely affect prevailing market prices for the New Jasper Common Stock.

If the Business Combination does not qualify as a reorganization under Section 368(a) of the Code, Jasper Equityholders may incur a substantially greater U.S. federal income tax liability as a result of the Business Combination.

AMHC and Jasper intend for the Business Combination to be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code. However, neither AMHC nor Jasper has requested, or intends to request, an opinion of tax counsel or a ruling from the Internal Revenue Service, or IRS, with respect to the tax consequences of the Business Combination and there can be no assurance that the companies’ position would be sustained by a court if challenged by the IRS. Accordingly, if the IRS or a court determines that the Business Combination does not qualify as a reorganization under Section 368(a) of the Code and is therefore fully taxable for U.S. federal income tax purposes, Jasper Equityholders generally would recognize taxable gain or loss on their receipt of New Jasper Common Stock in connection with the Business Combination.

Risks Related to the Redemption

Unless the context otherwise requires, references in this subsection “— Risks Related to the Redemption” to “we”, “us” and “our” generally refer to AMHC in the present tense or New Jasper from and after the Business Combination.

share of AMHC Common Stock owned at the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were 12,500,000 shares of AMHC Common Stock entitled to vote at the Special Meeting, of which 2,500,000 were owned by the Sponsor or an affiliate thereof.

Quorum

A quorum of AMHC stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the voting power of all outstanding shares of AMHC Common Stock entitled to vote at the Special Meeting are represented in person (which would include presence at a virtual meeting) or by proxy. As of the Record Date, there were 10,000,000 shares of Class A Common Stock and 2,500,000 shares of Class B Common Stock outstanding; therefore, a total of 6,250,001 shares of AMHC Common Stock must be represented at the Special Meeting in order to constitute a quorum. Abstention and withheld votes will count as present for the purposes of establishing a quorum, but will not count as votes cast at the Special Meeting for any of the Proposals. 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 Sponsor holds approximately 20 % of the outstanding AMHC Common Stock.

Abstentions and Broker Non-Votes

At the Special Meeting, AMHC will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. 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 failure to vote, abstentions and broker non-votes will not be counted as votes cast and will have no effect on any of the Proposals presented at the Special Meeting.

Voting Your Shares

Each share of AMHC Common Stock that you own in your name entitles you to one vote. If you are a record owner of your shares, there are two ways to vote your shares of AMHC Common Stock at the Special Meeting:

•        You Can Vote By Signing and Returning the Enclosed Proxy Card.    If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by the Board “FOR” the Business Combination Proposal, “FOR” the Charter Amendment Proposal, “FOR” the Bylaws Amendment Proposal, “FOR” the Advisory Charter Amendment Proposals, “FOR” the Equity Incentive Plan Proposal, “FOR” the ESPP Proposal, “FOR” the Nasdaq Issuance Proposal, “FOR” the Director Election Proposal and “FOR” the Adjournment Proposal (if presented). Votes received after a matter has been voted upon at the Special Meeting will not be counted.

•        You Can Virtually Attend the Special Meeting and Vote Through the Internet.    You will be able to attend the Special Meeting online and vote during the meeting by visiting https://www.cstproxy.com/amplitudehealthcareacquisition/sm2021 and entering the control number included on your proxy card or on the instructions that accompanied your proxy materials, as applicable.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. If you wish to attend the meeting and vote online and your shares are held in “street name,” you must obtain a legal proxy from your broker, bank or other nominee. That is the only way AMHC can be sure that the broker, bank or other nominee has not already voted your shares.

Revoking Your Proxy

Any proxy may be revoked by the person giving it at any time before the polls close at the Special Meeting. A proxy may be revoked by filing with our Chief Financial Officer (Amplitude Healthcare Acquisition Corporation,

1177 Avenue of the Americas, Floor 40, New York, New York 10036) either (i) a written notice of revocation bearing a date later than the date of such proxy, (ii) a subsequent proxy relating to the same shares, or (iii) by attending the Special Meeting and voting online.

Simply attending the Special Meeting will not constitute a revocation of your proxy. If your shares are held in the name of a bank, broker or other nominee who is the record holder, you must follow the instructions of your bank, broker or other nominee to revoke a previously given proxy.

Who Can Answer Your Questions About Voting Your Shares

If you are a stockholder and have any questions about how to vote or direct a vote in respect of your AMHC Common Stock, you may call Okapi Partners at (212) 297-0720, for banks and brokerage firms, or (855) 208-8902, for stockholders and all others.

No Additional Matters May Be Presented at the Special Meeting

The Special Meeting has been called only to consider the approval of the Business Combination Proposal, 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, the ESPP Proposal and the Adjournment Proposal. Under the Current Bylaws, other than procedural matters incident to the conduct of the Special Meeting, no other matters may be considered at the Special Meeting if they are not included in this proxy statement/prospectus, which serves as the notice of the Special Meeting.

Redemption Rights

Pursuant to the Current Charter, any holders of Public Shares may demand that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account, less franchise and income taxes payable. If demand is properly made and the Business Combination is consummated, these shares, immediately prior to the Business Combination, will cease to be outstanding and will represent only the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account, which holds proceeds of the Initial Public Offering (including interest earned on the funds held in the Trust Account and not previously released to it to pay AMHC’s franchise and income taxes). For illustrative purposes, based on the funds in the Trust Account of approximately $ 100,087,589.75 on the Record Date, the estimated per share redemption price would have been approximately $10.01.

In order to exercise your redemption rights, you must:

•        prior to 5:00 p.m. Eastern Time on September 20, 2021 (two (2) business days before the Special Meeting), tender your shares physically or electronically and submit a request in writing that we redeem your Public Shares to Continental Stock Transfer & Trust Company, AMHC’s 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

•        deliver your Public Shares either physically or electronically through the Depositary Trust Company to Continental at least two (2) business days before the Special Meeting. Stockholders seeking to exercise their redemption rights and option to deliver physical certificates should allot sufficient time to obtain physical certificates from Continental and time to effect deliver. 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. If you do not submit a written request and deliver your Public Shares are described above, your shares will not be redeemed.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests (and submitting shares to Continental) and thereafter, with AMHC’s consent, until the closing of the Business Combination. If you delivered your shares for redemption to Continental and decide within the required timeframe not to exercise your redemption rights, you may request that Continental return the shares (physically or electronically). You may make such a request by contacting Continental at the street address or email address listed above.

Prior to exercising redemption rights, stockholders should verify the market price of Class A Common Stock as they may receive higher proceeds from the sale of their Class A Common Stock in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. We cannot assure you that you will be able to sell your shares of Class A Common Stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in AMHC Common Stock when you wish to sell your shares.

If you exercise your redemption rights, your shares of Class A Common Stock will cease to be outstanding immediately prior to the Business Combination and will only represent the right to receive a pro rata portion of the aggregate amount on deposit in the Trust Account. You will no longer own those shares and will have no right to participate in or have any interest in, the further growth of New Jasper, if any. You will be entitled to receive cash for these shares only if you properly and timely demand redemption.

If the Business Combination is not approved or completed for any reason, then Public Stockholders who elected to exercise their redemption rights will not be entitled to redeem their shares. In such case AMHC will properly return any Public Shares previously delivered by the public holders.

Appraisal Rights

None of AMHC’s stockholders or holders of its Units or Warrants have appraisal rights in connection with the Business Combination under Delaware law.

Proxy Solicitation Costs

AMHC is soliciting proxies on behalf of the Board. This solicitation is being made by mail but also may be made by telephone or in person. AMHC and its directors, officers and employees may also solicit proxies in person. AMHC will file with the SEC all scripts and other electronic communications as proxy soliciting materials. AMHC will bear the cost of the solicitation.

AMHC has engaged Okapi Partners to assist in the solicitation of proxies. AMHC will pay Okapi Partners a fee of $20,000, plus disbursements for such services.

AMHC will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. AMHC will reimburse them for their reasonable expenses.

Potential Purchases of Shares

In connection with the stockholder vote to approve the proposed Business Combination, the 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 the 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 such stockholders, 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 the 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.

BUSINESS COMBINATION PROPOSAL

Overview

We are asking our stockholders to adopt and approve the Business Combination Agreement, certain related agreements and the transactions contemplated thereby (including the Business Combination). AMHC stockholders should read carefully this proxy statement/prospectus in its entirety for more detailed information concerning the Business Combination Agreement, which is attached as Annex A to this proxy statement/prospectus, and the transactions contemplated thereby. Please see “— The Business Combination Agreement” below for additional information and a summary of certain terms of the Business Combination Agreement. You are urged to read carefully the Business Combination Agreement in its entirety before voting on this proposal.

Because we are holding a stockholder vote on the Business Combination, we may consummate the Business Combination only if it is approved by the affirmative vote of the holders of a majority of the shares of AMHC Common Stock that are voted at the Special Meeting.

The Business Combination Agreement

This subsection of the proxy statement/prospectus describes the material provisions of the Business Combination Agreement, but does not purport to describe all of the terms of the Business Combination Agreement. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement, which is attached as Annex A to this proxy statement/prospectus. You are urged to read the Business Combination Agreement in its entirety because it is the primary legal document that governs the Business Combination.

The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Business Combination Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement. The representations, warranties and covenants in the Business Combination Agreement are also modified in part by the underlying Disclosure Schedules, which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to stockholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. We do not believe that the Disclosure Schedules contain information that is material to an investment decision. Additionally, the representations and warranties of the parties to the Business Combination Agreement may or may not have been accurate as of any specific date and do not purport to be accurate as of the date of this proxy statement/prospectus. Accordingly, no person should rely on the representations and warranties in the Business Combination Agreement or the summaries thereof in this proxy statement/prospectus as characterizations of the actual state of facts about AMHC, the Sponsor, Jasper or any other matter.

On May 5, 2021, AMHC, Merger Sub and Jasper entered into the Business Combination Agreement, which provides for, among other things, that the parties to the Business Combination Agreement will cause a certificate of merger to be executed and filed with the Secretary of State of the State of Delaware, pursuant to which Merger Sub will merge with and into Jasper (the “Merger”), with Jasper as the surviving company in the Merger and, after giving effect to such Merger, Jasper shall be a wholly owned subsidiary of AMHC. In accordance with the terms and subject to the conditions of the Business Combination Agreement, (i) Jasper shall take all actions necessary to cause each share of Series A-1 Preferred Stock of Jasper that is issued and outstanding immediately prior to the Effective Time to be automatically converted immediately prior to the Effective Time into a number of shares of Jasper Class A Common Stock at the then-effective conversion rate as calculated pursuant to and in accordance with Jasper’s Governing Documents (the “Jasper Series A-1 Conversion”); (ii) at the Effective Time (after giving effect to the consummation of the Jasper Series A-1 Conversion) each share and vested and unvested equity award of Jasper outstanding as of immediately prior to the Effective Time will be exchanged for shares of New Jasper Voting Common Stock, or in certain circumstances, New Jasper Non-Voting Common Stock, or comparable vested or unvested equity awards that are exercisable for shares of New Jasper Voting Common Stock, based on Jasper’s Equity Value; and (iii) immediately prior to the Effective Time, AMHC shall cause (A) each share of Class B Common Stock that is issued and outstanding immediately prior to the Merger to automatically convert into one share of Class A Common Stock pursuant to Section 4.3(b) of the Current Charter immediately prior to the Merger,

and (B) the shares of Class A Common Stock issued and outstanding prior to the Merger (including the shares described in the foregoing clause (A)) to be converted and reclassified as shares of New Jasper Voting Common Stock. In the event that the delivery of any shares of New Jasper Common Stock pursuant to the Merger would result in certain Jasper stockholders holding any shares of New Jasper Voting Common Stock in excess of certain thresholds specified in the Business Combination Agreement or in an election agreement delivered to Jasper, then such stockholders shall receive one (1) share of New Jasper Non-Voting Stock in lieu of each share of New Jasper Voting Stock that is in excess of such threshold.

In connection with the foregoing and substantially concurrent with the execution of the Business Combination Agreement, AMHC entered into Subscription Agreements with each of 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 New Jasper Common Stock at a price of $10.00 per share, for aggregate gross proceeds of $100,000,000. See the section entitled “— Related Agreements — PIPE Investment” of this proxy statement/prospectus for additional information. The shares of New Jasper Common Stock to be issued pursuant to the Subscription Agreements have not been registered under 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.

In connection with the Business Combination, certain related agreements have been, or will be entered into on or prior to the closing of the Business Combination, including the Subscription Agreements, the Jasper Stockholder Support Agreements, the Sponsor Support Agreement and the Amended and Restated Registration Rights Agreement (each as defined in the accompanying proxy statement/prospectus). See the section below entitled “— Related Agreements” for more information.

The Aggregate Transaction Proceeds will be used for general corporate purposes after the Business Combination.

Closing and Effective Time of the Business Combination

The Closing of the transactions contemplated by the Business Combination Agreement is required to take place electronically by exchange of the closing deliverables as promptly as reasonably practicable, but in no event later than the third business day, following the satisfaction (or, to the extent permitted by applicable law, waiver) of the conditions described below under the section entitled “— Conditions to Closing of the Business Combination,” (other than those conditions that by their nature are to be satisfied at the Closing, but subject to satisfaction or waiver of such conditions) or at such other place, date and/or time as AMHC and Jasper may agree in writing.

Permitted Bridge Financing

Under the Business Combination Agreement, after August 15, 2021, Jasper may complete 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. The Aggregate Transaction Proceeds will not be reduced by the amount or repayment of any such Permitted Bridge Financing.

Conditions to Closing of the Business Combination

Conditions to Each Party’s Obligations

The respective obligations of each party to the Business Combination Agreement to consummate the transactions contemplated by the Business Combination are subject to the satisfaction or, if permitted by applicable law, waiver by the party whose benefit such condition exists of the following conditions:

•        the applicable waiting period under the HSR Act relating to the Business Combination having been expired or been terminated;

•        no order or law issued by any court of competent jurisdiction or other governmental entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by the Business Combination Agreement being in effect;

•        the Registration Statement of which this proxy statement/prospectus forms a part becoming effective in accordance with the provisions of the Securities Act, no stop order being issued by the SEC and remaining in effect with respect to the Registration Statement of which this proxy statement/prospectus forms a part, and no proceeding seeking such a stop order being threatened or initiated by the SEC and remaining pending;

•        the approval of (i) the Charter Amendment Proposal by the affirmative vote of a majority of each of the shares of Class A Common Stock and Class B Common Stock then outstanding, voting separately, (ii) the Bylaws Amendment Proposal by the affirmative vote of at least 66.7% of each of the Class A Common Stock and Class B Common Stock then outstanding and (iii) the Business Combination Proposal, the Nasdaq Stock Issuance Proposal and the Equity Incentive Plan Proposal by the affirmative vote of a majority of the votes cast by the stockholders present in person or represented by proxy at the AMHC Stockholders Meeting (as defined below) and entitled to vote thereon;

•        the Company Stockholder Written Consent (as defined below) representing the Required Company Stockholder Approval (as defined below) being obtained;

•        AMHC’s initial listing application with Nasdaq in connection with the transactions contemplated by the Business Combination Agreement being approved (subject to notice of issuance) and, immediately following the Effective Time, AMHC satisfying any applicable initial and continuing listing requirements of Nasdaq, and AMHC not having received any notice of non-compliance in connection therewith that has not been cured prior to, or would not be cured at or immediately following the Effective Time, and the shares of New Jasper Common Stock (including the shares of New Jasper Common Stock to be issued in connection with the Business Combination) being approved for listing on Nasdaq; and

•        after giving effect to the transactions contemplated by the Business Combination Agreement (including the PIPE Investment), AMHC having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Effective Time of the Business Combination.

Other Conditions to the Obligations of the AMHC Parties

The obligations of the AMHC Parties to consummate the transactions contemplated by the Business Combination Agreement are subject to the satisfaction or, if permitted by applicable law, waiver by AMHC (on behalf of itself and the other AMHC Parties) of the following further conditions:

•        the representations and warranties of Jasper regarding organization and qualification of Jasper, certain representations and warranties regarding the capitalization of Jasper and the representations and warranties of Jasper regarding the authority of Jasper to, among other things, consummate the transactions contemplated by the Business Combination Agreement, certain representations and warranties regarding the tax treatment of the transaction and brokers fees being true and correct (without giving effect to any limitation of “materiality” or “Company Material Adverse Effect” or any similar limitation set forth in the Business Combination Agreement) in all material respects as of the Closing Date as if made at and as of such date (or, if given as of an earlier date, as of such earlier date);

•        certain other representations and warranties regarding the capitalization of Jasper being true and correct in all respects (except for de minimis inaccuracies) as of the Closing Date (or, if given as of an earlier date, as of such earlier date);

•        the other representations and warranties of Jasper being true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation set forth in the Business Combination Agreement) in all respects as of the Closing Date (or, if given as of an earlier date, as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not cause a Company Material Adverse Effect;

•        Jasper having performed and complied in all material respects with the covenants and agreements required to be performed or complied with by it under the Business Combination Agreement at or prior to the Closing;

•        since the date of the Business Combination Agreement, no Company Material Adverse Effect having occurred that is continuing;

•        AMHC receiving the Amended and Restated Registration Rights Agreement duly executed by the Jasper stockholders set forth therein;

•        certain specified employees of Jasper having executed and delivered employment agreements, in form and substance reasonably agreed to by AMHC and Jasper; and

•        AMHC having received a certificate executed by an authorized officer of Jasper confirming that the conditions set forth in the first five bullet points in this section have been satisfied.

Other Conditions to the Obligations of Jasper

The obligations of Jasper to consummate the transactions contemplated by the Business Combination Agreement are subject to the satisfaction or, if permitted by applicable law, waiver by Jasper of the following further conditions:

•        the representations and warranties regarding organization and qualification of the AMHC Parties, the authority of AMHC to execute and deliver the Business Combination Agreement, and each of the ancillary documents thereto to which it is or will be a party and to consummate the transactions contemplated thereby, certain representations and warranties regarding the capitalization of the AMHC Parties, certain representations and warranties regarding the tax treatment of the transaction and brokers fees being true and correct, in all material respects as of the Closing Date, as though made on and as of the Closing Date (or, if given as of an earlier date, as of such earlier date);

•        certain other representations and warranties regarding the capitalization of AMHC being true and correct in all respects, (except for de minimis inaccuracies) as of the Closing Date (or, if given as of an earlier date, as of such earlier date);

•        the other representations and warranties of the AMHC Parties being true and correct (without giving effect to any limitation of “materiality” or “AMHC Material Adverse Effect” (as defined in the Business Combination Agreement) or any similar limitation set forth in the Business Combination Agreement) in all respects as of the Closing Date, except where the failure of such representations and warranties to be true and correct, taken as a whole, does not cause an AMHC Material Adverse Effect;

•        the AMHC Parties having performed and complied in all material respects with the covenants and agreements required to be performed or complied with by them under the Business Combination Agreement at or prior to the Closing;

•        the Aggregate Transaction Proceeds being at least $130,000,000;

•        Jasper receiving the Amended and Restated Registration Rights Agreement duly executed by AMHC and the Sponsor; and

•        Jasper receiving a certificate executed by an authorized officer of AMHC confirming that the conditions set forth in the first four bullet points of this section have been satisfied.

Representations and Warranties

Under the Business Combination Agreement, Jasper made customary representations and warranties to AMHC relating to, among other things: organization and qualification; capitalization; authority; financial statements; internal controls; undisclosed liabilities; consents and requisite governmental approvals, no violations; permits; material contracts; absence of changes; litigation; compliance with applicable law; employee benefit plans; environmental matters; intellectual property; labor matters; insurance; tax matters; brokers; real and

personal property; transactions with affiliates; data privacy and security; compliance with international trade and anti-corruption laws; information supplied; regulatory compliance; healthcare and drug; investigation; and other customary representations.

Under the Business Combination Agreement, AMHC made customary representations and warranties to Jasper relating to, among other things: organization and qualification; authority; consent and requisite governmental approvals, no violations; brokers; information supplied; capitalization; SEC Filings; trust account; transactions with affiliates; litigation; compliance with applicable law; business activities; internal controls, listing, financial statements; undisclosed liabilities; tax matters; PIPE Investment; investigation; and other customary representations.

Material Adverse Effect

Under the Business Combination Agreement, certain representations and warranties of Jasper and AMHC are qualified in whole or in part by materiality thresholds. In addition, certain representations and warranties of Jasper and AMHC are qualified in whole or in part by a material adverse effect standard for purposes of determining whether a breach of such representations and warranties has occurred.

Pursuant to the Business Combination Agreement, a “Company Material Adverse Effect” means any change, event, effect or occurrence that, individually or in the aggregate with any other change, event, effect or occurrence, has had or would reasonably be expected to have a material adverse effect on (a) the business, results of operations or financial condition of Jasper, taken as a whole; provided, however, that, in the case of this clause (a), none of the following shall be taken into account in determining whether a Company Material Adverse Effect has occurred or is reasonably likely to occur: any adverse change, event, effect or occurrence arising after the date of the Business Combination Agreement from or related to (i) general business or economic conditions in or affecting the United States, or changes therein, or the global economy generally, (ii) any national or international political or social conditions in the United States or any other country, including the engagement by the United States or any other country in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence in any place of any military or terrorist attack, sabotage or cyberterrorism, (iii) changes in conditions of the financial, banking, capital or securities markets generally in the United States or any other country or region in the world, or changes therein, including changes in interest rates in the United States or any other country and changes in exchange rates for the currencies of any countries, (iv) changes in any applicable Laws, (v) any change, event, effect or occurrence that is generally applicable to the industries or markets in which Jasper operates, (vi) the public announcement of the Business Combination Agreement or the pendency or consummation of the transactions contemplated by the Business Combination Agreement, including the impact thereof on the relationships, contractual or otherwise, of Jasper with employees, customers, investors, contractors, lenders, suppliers, vendors, partners, licensors, licensees, payors or other third parties related thereto (provided that the exception in this clause (vi) shall not apply to the representations and warranties set forth in Section 3.5(b) of the Business Combination Agreement to the extent that its purpose is to address the consequences resulting from the public announcement or pendency of the transactions contemplated by the Business Combination Agreement or the condition set forth in Section 6.2(a) of the Business Combination Agreement to the extent it relates to such representations and warranties), (vii) any failure by Jasper to meet any budgets, projections, estimates, predictions or forecasts; provided, that this clause (vii) shall not prevent or otherwise affect a determination that any change or effect underlying such failure to meet budgets, projections, estimates, predictions or forecasts has resulted in, or contributed to, or would reasonably be expected to result in or contribute to, a Company Material Adverse Effect (to the extent such change or effect is not otherwise excluded from this definition of Company Material Adverse Effect), or (viii) any hurricane, tornado, flood, earthquake, tsunami, natural disaster, mudslides, wild fires, epidemics, pandemics (including COVID-19) or quarantines, acts of God or other natural disasters or comparable events in the United States or any other country or region in the world, or any escalation of the foregoing; provided, however, that any change, event, effect or occurrence resulting from a matter described in any of the foregoing clauses (i) through (viii)  may be taken into account in determining whether a Company Material Adverse Effect has occurred or is reasonably likely to occur to the extent such change, event, effect or occurrence has a disproportionate effect on Jasper, taken as a whole, relative to other participants operating in the industries or markets in which Jasper operates; or (b) the ability of Jasper to consummate the Business Combination in accordance with the terms of the Business Combination Agreement.

Under the Business Combination Agreement, certain representations and warranties of the AMHC Parties are qualified in whole or in part by a material adverse effect standard for purposes of determining whether a breach of such representations and warranties has occurred. Pursuant to the Business Combination Agreement, an “AMHC

Material Adverse Effect” means any change, event, effect or occurrence that, individually or in the aggregate with any other change, event, effect or occurrence, has had or would reasonably be expected to have a material adverse effect on (a) the business, results of operations or financial condition of the AMHC Parties, taken as a whole; provided, however, that, in the case of this clause (a), no change, event, effect or occurrence to the extent resulting from or arising out of any of the changes, events, effects or occurrences described in clauses (i), (ii), (iii), (vi) (provided that the exception in clause (vi) shall not apply to the representations and warranties with respect to consents and requisite governmental approvals and no violations to the extent that its purpose is to address the consequences resulting from the public announcement or pendency of the transactions contemplated by the Business Combination Agreement or the condition that certain representations and warranties be true and correct to the extent it relates to such representations and warranties) and (viii) of the definition of Company Material Adverse Effect (which shall apply as to the AMHC Parties, mutatis mutandis) shall be deemed to constitute a AMHC Material Adverse Effect or be taken into account in determining whether a AMHC Material Adverse Effect has occurred or is reasonably likely to occur; provided, however, that any change, event, effect or occurrence resulting from a matter described in any of the foregoing clause (a) may be taken into account in determining whether an AMHC Material Adverse Effect has occurred or is reasonably likely to occur to the extent such change, event, effect or occurrence has a disproportionate effect on the AMHC Parties, taken as a whole, relative to other participants operating in the industries or markets in which AMHC operates; or (b) the ability of any AMHC Party to consummate the Business Combination in accordance with the terms of the Business Combination Agreement.

Covenants of Jasper

Jasper made certain covenants under the Business Combination Agreement, including, among others, the following:

•        Subject to certain exceptions (including, after August 15, 2021, a Permitted Bridge Financing) or as consented to in writing by AMHC (such consent not to be unreasonably withheld, conditioned or delayed), prior to the Closing, Jasper agreed to operate the business of Jasper in the ordinary course in all material respects and use commercially reasonable efforts to maintain and preserve intact in all material respects the business organization, assets, properties and material business relations of Jasper.

•        Subject to certain exceptions (including, after August 15, 2021, a Permitted Bridge Financing), prior to the Closing, Jasper agreed not do any of the following without AMHC’s consent (such consent not to be unreasonably withheld, conditioned or delayed except in the case of the first, second, third, sixth, eleventh or twelfth (or, to the extent related to the foregoing, the fifteenth) sub-bullets below):

•        declare, set aside, make or pay any dividends or distribution or payment in respect of, any equity securities of Jasper or repurchase any outstanding equity securities of Jasper;

•        merge, consolidate, combine or amalgamate with any person or purchase or otherwise acquire any business entity or organization;

•        adopt any amendments, supplements, restatements or modifications to any Jasper governing documents or the Jasper Stockholders Agreement (other than to effect the transactions contemplated by the Business Combination Agreement and the ancillary documents);

•        transfer, issue, sell, grant or otherwise dispose or subject to a lien any equity interests of Jasper or issue any options or other rights obligating Jasper to issue, deliver or sell any equity interests;

•        incur, create or assume any indebtedness other than ordinary course trade payables;

•        make any loans, advances or capital contributions to, or guarantees for the benefit of, or any investments in, any person, subject to certain exceptions;

•        amend, modify, adopt, enter into, or terminate any material benefit plan or materially increase the compensation or benefits payable to any current director, manager, officer, employee, individual, independent contractor or service provider earning annual compensation in excess of a certain threshold or take any action to accelerate any payment or benefit payable to any such person, pay any special bonus or special remuneration to any director, officer or employee of Jasper, terminate

(other than for cause) or furlough the employment of any director, officer, management-level or key employee of Jasper or its subsidiaries, or enter into a settlement agreement with any current or former director, officer, employee or independent contractor of Jasper;

•        waive or release any noncompetition, non-solicitation, no-hire, nondisclosure or other restrictive covenant obligation of any current or former director, manager, officer, employee, individual independent contractor or other service provider;

•        make, change or revoke any material tax election, amend any material tax return, enter into any material tax closing agreement, settle and material tax claim or assessment, or consent to any extension or waiver of the limitation period applicable to or relating to any material tax claim or assessment, other than any such extension or waiver obtained in the ordinary course of business;

•        enter into any settlements in excess of a certain threshold or that impose any material non-monetary obligations on Jasper or AMHC or any of its affiliates after the Closing;

•        authorize, recommend, propose or announce an intention to adopt, or otherwise effect, a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, reorganization or similar transaction;

•        make any material changes to the methods of accounting of Jasper, other than changes that are made in accordance with Public Company Accounting Oversight Board standards;

•        enter into any contract with any broker, finder, investment banker or other person under which such person is or will be entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by the Business Combination Agreement;

•        enter into any material amendment of any material contract, enter into any contract that if entered into prior to the Effective Time would be a material contract other than in the ordinary course of business or the entry into any purchase agreement, or other than in the ordinary course of business, voluntarily terminate any material contract, except for any termination at the end of the term of such material contract pursuant to the terms of such material contract; or

•        enter into any contract to take, or cause to be taken, any of the above actions.

•        Jasper agreed to use its reasonable best efforts to obtain and deliver to AMHC, by within two business days following the time at which the Registration Statement of which this proxy statement/prospectus forms a part is declared effective under the Securities Act, a true and correct copy of a written consent (the “Company Stockholder Written Consent”) of the Jasper Stockholders approving and adopting: (i) the Business Combination Agreement, (ii) the ancillary documents and the transactions contemplated thereby (including the Business Combination), (iii) the amendment of Jasper’s Amended and Restated Certificate of Incorporation in the form attached as Schedule B to the form of Jasper Stockholder Support Agreement, and (iv) the Jasper Series A-1 Conversion, duly executed by the Jasper Stockholders required to approve and adopt such matters (the “Required Company Stockholder Approval”). The Business Combination Agreement requires that Jasper, through its board of directors, recommend to the Jasper Stockholders, the approval and adoption of the Business Combination Agreement, and the transactions contemplated thereby (including the Business Combination).

•        At or prior to the Closing, Jasper agreed to purchase a “tail” policy providing liability insurance coverage for Jasper directors and officers with respect to matters occurring on or prior to the Effective Time.

•        Subject to certain exceptions, prior to the Closing or termination of the Business Combination Agreement in accordance with its terms, Jasper agreed not to, and agreed to cause its respective representatives not to: (i) solicit, initiate, knowingly encourage, knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer with respect to a Jasper Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, a Jasper Acquisition Proposal; (iii) enter into any contract or other arrangement or understanding regarding a Jasper Acquisition Proposal; (iv) prepare or take any steps in connection with a public offering of any equity securities of Jasper or its subsidiaries (or any

affiliate or successor of Jasper or its subsidiaries); or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any person to do or seek to do any of the foregoing. “Jasper Acquisition Proposal” means (a) any transaction or series of related transactions under which any person(s), directly or indirectly, acquires or otherwise purchases (i) Jasper or (ii) all or a material portion of the assets or businesses of Jasper, taken as a whole (in the case of each of clause (i) and (ii), whether by merger, consolidation, recapitalization, purchase or issuance of equity securities, tender offer or otherwise), or (b) any equity or similar investment in Jasper (other than the issuance of the applicable class of shares of capital stock of Jasper upon the exercise or conversion of any Jasper options in accordance with the terms of Jasper’s equity plan and the underlying grant, award or similar agreement). However, none of the Business Combination Agreement, the ancillary documents, the transactions contemplated thereby or any Specified Strategic Transaction will constitute a Jasper Acquisition Proposal. “Specified Strategic Transaction” means any royalty based transaction, drug development partnership or similar transaction that does not contemplate the issuance of any equity securities of Jasper or any of its affiliates (including, after the Effective Time, AMHC or any of its affiliates).

Covenants of AMHC

AMHC made certain covenants under the Business Combination Agreement, including, among others, the following:

•        Subject to certain exceptions (including the ability of any AMHC Party to use funds held by AMHC outside the Trust Account to pay any AMHC expenses or liabilities to distribute or pay over any funds held by AMHC outside the Trust Account to the Sponsor or any of its affiliates, in each case, prior to the Closing) or as consented to in writing by Jasper (such consent not to be unreasonably withheld, conditioned or delayed), prior to the Closing, AMHC agreed not to, and agreed to cause its subsidiaries not to, do any of the following:

•        adopt any amendments, supplements, restatements or modifications to the AMHC trust agreement or the governing documents of any AMHC Party or any of its subsidiaries;

•        declare, set aside, make or pay any dividends or other distribution or payment in respect of, any equity securities of AMHC or any of its subsidiaries, or repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any outstanding equity securities of AMHC or any subsidiary;

•        split, combine or reclassify any of its capital stock or other equity securities or issue any other security in respect of, in lieu of or in substitution for shares of its capital stock;

•        incur, create or assume any material indebtedness for borrowed money or incur any material liabilities;

•        make any loans or advances to, or capital contributions in, any other person, other than to, or in, AMHC or any of its subsidiaries;

•        issue any equity securities of AMHC or any of its subsidiaries or grant any additional options, warrants or stock appreciation rights with respect to equity securities of the foregoing of AMHC or any of its subsidiaries;

•        enter into, renew, modify or revise any AMHC related party transaction;

•        engage in any activities or business, other than activities or business (i) in connection with or incident or related to such person’s organization, incorporation or formation, as applicable, or continuing corporate (or similar) existence, (ii) contemplated by, or incident or related to, the Business Combination Agreement, any ancillary document thereto, the performance of covenants or agreements thereunder or the consummation of the transactions contemplated thereby or (iii) that are administrative or ministerial, in each case, which are immaterial in nature;

•        make, change or revoke any material tax election, enter into any tax closing agreement, amend any material tax return, settle any material tax claim or assessment, or consent to any extension or waiver of the limitation period applicable to or relating to any material tax claim or assessment, other than any such extension or waiver that is obtained in the ordinary course of business;

•        authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation or dissolution;

•        enter into any contract with any broker, finder, investment banker or other person under which such person is or will be entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by the Business Combination Agreement; and

•        enter into any contract to take, or cause to be taken, any of the actions set forth above.

•        As promptly as reasonably practicable following the effectiveness of the Registration Statement of which this proxy statement/prospectus forms a part, AMHC agreed to duly give notice of and use its reasonable best efforts to duly convene and hold a meeting of its stockholders (the “AMHC Stockholders Meeting”) for the purpose of obtaining the AMHC Stockholder Approval, and, if applicable, any approvals related thereto and providing its stockholders with the opportunity to elect to effect a AMHC Stockholder Redemption.

•        Subject to certain exceptions, AMHC agreed to use its reasonable best efforts to cause: (i) AMHC’s initial listing application with Nasdaq to have been approved; (ii) AMHC to satisfy all applicable initial and continuing listing requirements of Nasdaq; and (iii) the New Jasper Common Stock issuable in accordance with the Business Combination Agreement, including the Business Combination, to be approved for listing on Nasdaq.

•        Prior to the effectiveness of the Registration Statement of which this proxy statement/prospectus forms a part, AMHC agreed that the Board will approve and adopt the Equity Incentive Plan, with any changes or modifications thereto as Jasper and AMHC may mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed by either Jasper or AMHC, as applicable), and AMHC agreed to reserve for a grant thereunder an initial number of shares of New Jasper Common Stock equal to eight percent (8%) of the total issued and outstanding shares of New Jasper Common Stock as of immediately following the Effective Time, including, for the avoidance of doubt, in the outstanding shares calculation, the shares of New Jasper Common Stock issuable upon the exercise or conversion of the options to purchase shares of Jasper common stock and any other Jasper equity awards that are issued and outstanding as of immediately prior to the Effective Time for grant thereunder. See the section entitled “Equity Incentive Plan Proposal” of this proxy statement/prospectus for additional information.

•        Subject to certain exceptions, prior to the Closing or termination of the Business Combination Agreement in accordance with its terms, the AMHC Parties agreed not to and each of them agreed to cause its representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing non-public information), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to an AMHC Acquisition Proposal; (ii) furnish or disclose any non-public information to any person in connection with, or that could reasonably be expected to lead to, a AMHC Acquisition Proposal; (iii) enter into any contract or other arrangement or understanding regarding a AMHC Acquisition Proposal; (iv) prepare or take any steps in connection with an offering of any securities of any AMHC Party (or any affiliate or successor of such AMHC Party); or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any person to do or seek to do any of the foregoing. “AMHC Acquisition Proposal” means any transaction or series of related transactions under which AMHC or any of its controlled affiliates, directly or indirectly, (i) acquires or otherwise purchases any other person(s), (ii) engages in a business combination with any other person(s) or (iii) acquires or otherwise purchases at least a majority of the voting securities of such person or all or a material portion of the assets or businesses of any other person(s) (in the case of each of clause (i), (ii) and (iii), whether by merger, consolidation, recapitalization, purchase or issuance of equity securities, tender offer or otherwise).

Mutual Covenants of the Parties

The parties made certain covenants under the Business Combination Agreement, including, among others, the following:

•        to use reasonable best efforts to consummate the transactions contemplated by the Business Combination Agreement;

•        to notify the other party in writing promptly after learning of any stockholder demands or other stockholder proceedings relating to the Business Combination Agreement, any ancillary document or any matters relating thereto and reasonably cooperate with one another in connection therewith;

•        to keep certain information confidential in accordance with the existing non-disclosure agreements;

•        to make relevant public announcements;

•        to use reasonable best efforts to cause the Business Combination to constitute a transaction treated as a “reorganization” within the meaning of Section 368 of the Code or otherwise use commercially reasonable efforts to restructure the Business Combination to so qualify; and

•        to cooperate in connection with certain tax matters and filings.

In addition, AMHC and Jasper agreed that AMHC and Jasper will prepare and mutually agree upon and AMHC will file with the SEC, the Registration Statement of which this proxy statement/prospectus forms a part relating to the Business Combination.

Board of Directors

Following the Closing, it is expected that the current management of Jasper will become the management of New Jasper, and the New Jasper Board will consist of five (5) directors, four (4) of whom will be selected by Jasper and one (1) of whom will be selected by AMHC (Class III director). The New Jasper Board will be divided into three classes (Class I, II and III) with Class I consisting of one director, Class II consisting of two directors and Class III consisting of two directors.

Survival of Representations, Warranties and Covenants

The representations, warranties, agreements and covenants in the Business Combination Agreement terminate at the Effective Time, except for the covenants and agreements which by their terms contemplate performance after the Effective Time.

Termination

The Business Combination Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including, among others, the following:

•        by the mutual written consent of AMHC and Jasper;

•        by AMHC, subject to certain exceptions, if any of the representations or warranties made by Jasper are not true and correct or if Jasper fails to perform any of its covenants or agreements under the Business Combination Agreement (including an obligation to consummate the Closing) such that certain conditions to the obligations of AMHC, as described in the section entitled “— Conditions to Closing of the Business Combination” above could not be satisfied and the breach (or breaches) of such representations or warranties or failure (or failures) to perform such covenants or agreements is (or are) not cured or cannot be cured within the earlier of (i) thirty (30) days after written notice thereof, and (ii) November 30, 2021 (the “Termination Date”);

•        by Jasper, subject to certain exceptions, if any of the representations or warranties made by the AMHC Parties are not true and correct or if any AMHC Party fails to perform any of its covenants or agreements under the Business Combination Agreement (including an obligation to consummate the Closing) such that the condition to the obligations of Jasper, as described in the section entitled “— Conditions to

Closing of the Business Combination” above could not be satisfied and the breach (or breaches) of such representations or warranties or failure (or failures) to perform such covenants or agreements is (or are) not cured or cannot be cured within the earlier of (i) thirty (30) days after written notice thereof, and (ii) the Termination Date;

•        by either AMHC or Jasper, if the transactions contemplated by the Business Combination Agreement are not consummated on or prior to the Termination Date, unless the breach of any covenants or obligations under the Business Combination Agreement by the party seeking to terminate proximately caused the failure to consummate the transactions contemplated by the Business Combination Agreement;

•        by AMHC, if Jasper does not deliver, or cause to be delivered to AMHC, the Company Stockholder Written Consent or the Jasper Stockholder Support Agreements when required under the Business Combination Agreement; and

•        by either AMHC or Jasper:

•        if any governmental entity shall have issued an order or taken any other action permanently enjoining, restraining or otherwise prohibiting the transactions contemplated by the Business Combination Agreement and such order or other action shall have become final and nonappealable; or

•        if the AMHC Stockholder Meeting has been held (including any adjournment thereof), has concluded, AMHC’s stockholders have duly voted and the Required AMHC Stockholder Approval was not obtained.

If the Business Combination Agreement is validly terminated, none of the parties to the Business Combination Agreement will have any liability or any further obligation under the Business Combination Agreement other than customary confidentiality obligations, except in the case of a Willful Breach (as defined in the Business Combination Agreement) of any covenant or agreement under the Business Combination Agreement or Fraud (as defined in the Business Combination Agreement).

Expenses

The fees and expenses incurred in connection with the Business Combination Agreement and the ancillary documents thereto, and the transactions contemplated thereby, including the fees and disbursements of counsel, financial advisors and accountants, will be paid by the party incurring such fees or expenses; provided that, (i) if the Business Combination Agreement is terminated in accordance with its terms, Jasper shall pay, or cause to be paid, all unpaid Jasper expenses and AMHC shall pay, or cause to be paid, all unpaid AMHC expenses and (ii) if the Closing occurs, then New Jasper shall pay, or cause to be paid, all unpaid Jasper expenses and all unpaid AMHC expenses.

Governing Law

The Business Combination Agreement is governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of Delaware.

Amendments

The Business Combination Agreement may be amended or modified only by a written agreement executed and delivered by (i) AMHC and Jasper prior to the Closing and (ii) New Jasper and the Sponsor after the Closing.

Ownership of New Jasper

As of the date of the Record Date, there are 12,500,000 shares of AMHC Common Stock issued and outstanding, which includes an aggregate of 10,000,000 shares of Class A Common Stock and 2,500,000 shares of Class B Common Stock.

The following table illustrates varying ownership levels in New Jasper Common Stock immediately following the consummation of the Business Combination based on no redemptions, 25% redemptions, 50% redemptions or maximum redemptions by the Public Stockholders and the following additional assumptions: (A) for the no redemptions scenario, (i) 24,361,449 shares of New Jasper Voting Common Stock are issued to the holders of shares of Jasper Common Stock at Closing, (ii) 296,137 shares of New Jasper Non-Voting Common Stock are issued to certain holders of Jasper Common Stock at Closing, and (iii) 10,000,000 shares of Class A Common Stock are issued in the PIPE Investment; (B) for the 25% redemptions scenario, (i) 24,151,449 shares of New Jasper Voting Common Stock are issued to the holders of shares of Jasper Common Stock at Closing, (ii) 506,137 shares of New Jasper Non-Voting Common Stock are issued to certain holders of Jasper Common Stock at Closing, and (iii) 10,000,000 shares of Class A Common Stock are issued in the PIPE Investment; (C) for the 50% redemptions scenario, (i) 23,941,449 shares of New Jasper Common Stock are issued to the holders of shares of Jasper Common Stock at Closing, (ii) 716,137 shares of New Jasper Non-Voting Common Stock are issued to certain holders of Jasper Common Stock at Closing, and (iii) 10,000,000 shares of Class A Common Stock are issued in the PIPE Investment; and (D) for the maximum redemptions scenario, (i) 23,772,391 shares of New Jasper Voting Common Stock are issued to holders of shares of Jasper Common Stock at Closing, (ii) 885,195 shares of New Jasper Non-Voting Common Stock are issued to certain holders of Jasper Common Stock at Closing, and (iii) 10,000,000 shares of Class A Common Stock are issued in the PIPE Investment:

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(1)      Assumes that Public Stockholders exercise redemption rights with respect to 7,012,600 shares of Class A Common Stock, which represents redemption of approximately 70.1% of AMHC’s Public Shares, for an aggregate redemption payment of approximately $70.1 million, which is the maximum number of redemptions which may occur, but which would still provide the Aggregate Transaction Proceeds of at least $130.0 million, consisting of Trust Account funds and PIPE Investment funds, to be delivered at Closing of the Business Combination and the PIPE Investment.

(2)      In each of the redemption scenarios, our Sponsor will hold 2,500,000 shares of New Jasper Common Stock in the form of Founder Shares and the Affiliates of Sponsor (and PIPE Investors) will hold 2,835,000 shares of New Jasper Common Stock purchased in the PIPE Investment, for an aggregate of 5,335,000 shares of New Jasper Common Stock. Our Sponsor paid $25,000 for the Founder Shares, or approximately $0.01 per Founder Share, and the Affiliates of Sponsor (and PIPE Investors) will pay $10.00 per share for shares purchased in the PIPE Investment, or an average price of approximately $5.32 per share for the 5,335,000 total shares of New Jasper Common Stock to be held by our Sponsor and its Affiliates. Assuming a value of $10.00 per share of New Jasper Common Stock, based on the deemed value of $10.00 per share of New Jasper Common Stock in the Business Combination, this represents an appreciation in value of approximately $4.68 per share of New Jasper Common Stock. Assuming a value of $9.93 per share of New Jasper Common Stock, the closing price of a share of our Class A Common Stock on August 20, 2021, this represents an appreciation in value of approximately $4.61 per share of New Jasper Common Stock.

Public Stockholders that do not elect to redeem their Public Shares will experience significant dilution as a result of the Business Combination. The Public Stockholders currently own 80% of AMHC’s Common Stock. As noted in the above table, if no Public Stockholders redeem their Public Shares in the Business Combination, the Public Stockholders will go from owning 80% of the AMHC Common Stock prior to the Business Combination to owning 21.3%, and the Public Stockholders will own 17.0%, 12.1% and 7.6% respectively, assuming 25%, 50% and

the maximum number of the Public Shares are redeemed in connection with the Business Combination, respectively. The table below shows the further dilution that will be experienced by the Public Stockholders assuming no new issuances of securities by New Jasper after the Business Combination in the following scenarios:

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(1)      Public Stockholders will not receive any shares of New Jasper Non-Voting Common Stock and therefore the percentage ownership of New Jasper Non-Voting Common Stock held by Public Stockholders has been omitted from the table. Unvested shares of Jasper restricted stock are already included in the number of shares of New Jasper Voting Common Stock outstanding and therefore the vesting of such restricted stock does not have any impact on the percentage ownership of Public Stockholders.

(2)      Assumes that Public Stockholders exercise redemption rights with respect to 7,012,600 shares of Class A Common Stock, which represents redemption of approximately 70.1% of AMHC’s Public Shares, for an aggregate redemption payment of approximately $70.1 million, which is the maximum number of redemptions which may occur, but which would still provide the Aggregate Transaction Proceeds of at least $130.0 million, consisting of Trust Account funds and PIPE Investment funds, to be delivered at Closing of the Business Combination and the PIPE Investment.

AMHC agreed to pay the underwriters from the Initial Public Offering deferred underwriting commissions for their services in connection with AMHC’s initial business combination. One of the underwriters from the Initial Public Offering has agreed to waive its portion of the deferred underwriting commissions and is no longer entitled to such fees upon the completion of AMHC’s initial business combination. The underwriters have agreed to waive their rights to the deferred underwriting commissions in the event we do not complete an initial business combination. In addition, in the course of discussions regarding the Business Combination, AMHC engaged additional capital markets advisors, whose compensation is contingent upon the consummation of the Business Combination. If an initial business combination is consummated, the deferred underwriting commissions and additional capital markets advisors’ fees will not be adjusted for any shares that are redeemed in connection with the initial business combination. The following table presents the deferred underwriting commissions and additional capital market advisors fees as a percentage of the aggregate proceeds from the Initial Public Offering across varying redemption scenarios if AMHC has only sold the shares remaining after each such redemption. For the avoidance of doubt, the following table does not include the portion of the deferred underwriting commissions that have been waived:

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(1)      Assumes that Public Stockholders exercise redemption rights with respect to 7,012,600 shares of Class A Common Stock, which represents redemption of approximately 70.1% of AMHC’s Public Shares, for an aggregate redemption payment of approximately $70.1 million, which is the maximum number of redemptions which may occur, but which would still provide the Aggregate Transaction Proceeds of at least $130.0 million, consisting of Trust Account funds and PIPE Investment funds, to be delivered at Closing of the Business Combination and the PIPE Investment.

Related Agreements

This section describes the material provisions of certain additional agreements entered into or to be entered into pursuant to the Business Combination Agreement, but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of each of the agreements. The form of Subscription Agreement, the Amended and Restated Registration Rights Agreement, the form of Jasper Stockholder Support Agreement and the Sponsor Support Agreement are respectively attached hereto as Exhibit A, Exhibit B and Exhibit C to the Business Combination Agreement, and as Exhibit 10.2 to the Registration Statement of which this proxy statement/prospectus forms a part. You are urged to read such agreements in their entirety prior to voting on the proposals presented at the Special Meeting.

PIPE Investment

Concurrently with the execution of the Business Combination Agreement, AMHC has entered into the Subscription Agreements with each of 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. Affiliates of the Sponsor will fund $28,350,000 in 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 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 closing of the PIPE Investment is contingent upon, among other things, the closing of the Business Combination. The Subscription Agreements will terminate upon the earliest to occur of (i) the date and time as the Business Combination Agreement is validly terminated in accordance with its terms, (ii) the mutual written agreement of each of the parties thereto to terminate the Subscription Agreements, (iii) if the conditions to the closing set forth in the Subscription Agreements are not satisfied or waived, or are not capable of being satisfied, on or prior to the closing of the Subscription Agreements and, as a result thereof, the transactions contemplated thereby will not be or are not consummated at the closing of the Subscription Agreements, (iv) by written notice by either party to the other party after the date that is thirty (30) days after the Termination Date, if the closing of the Subscription Agreements shall not have occurred by such date, or (v) the Termination Date.

Amended and Restated Registration Rights Agreement

The Business Combination contemplates that, at the Closing, New Jasper, the Sponsor and certain Jasper stockholders will enter into an Amended and Restated Registration Rights Agreement, pursuant to which, among other things, the Sponsor and such Jasper stockholders (i) will agree not to, subject to certain exceptions set forth therein, effect any sale or distribution of New Jasper equity securities held by them during the 180-day lock-up period described therein and (ii) will be granted certain registration rights with respect to their respective shares of New Jasper Common Stock, in each case, subject to the terms and conditions set forth in the Amended and Restated Registration Rights Agreement. The lock-up period described above will not apply to any shares acquired in the PIPE Investment.

The Amended and Restated Registration Rights Agreement amends and restates the registration rights agreement that was entered into by AMHC, the Sponsor and the other parties thereto in connection with the Initial Public Offering.

Sponsor Support Agreement

Concurrently with the execution of the Business Combination Agreement, the Sponsor, AMHC and Jasper entered into the Sponsor Support Agreement, pursuant to which the Sponsor has agreed to, among other things, (i) vote in favor of the Business Combination Agreement and the transactions contemplated thereby (including the Business Combination); (ii) vote against any Company Acquisition Proposal (as defined in the Business Combination Agreement) and certain other matters as set forth in the Sponsor Support Agreement; (iii) waive any adjustment to the conversion ratio set forth in the governing documents of AMHC or any other anti-dilution or similar protection with respect to the Class B Common Stock (whether resulting from the transactions contemplated by the Subscription Agreements or otherwise); (iv) be bound by certain transfer restrictions with respect to its shares in AMHC prior to the closing of the Business Combination; (v) place into escrow certain of its shares in AMHC (the “Sponsor Earnout Shares”), to be released as follows (A) fifty percent (50%) of the Sponsor Earnout Shares, if, during the period from and after the Closing until the third anniversary of the Closing (the “Earnout Period”) within any thirty (30) day consecutive Trading Day Period (as defined in the Sponsor Support Agreement) the VWAP (as defined in the Sponsor Support Agreement) of shares of New Jasper Common Stock is greater than or

equal to $15.00 and (B) fifty percent (50%) of the Sponsor Earnout Shares, if, during the Earnout Period, over any twenty (20) Trading Days within any thirty (30) consecutive Trading Day period, the VWAP of the shares of New Jasper Common Stock is greater than or equal to $18.00; and (vi) forfeit all Private Placement Warrants owned by the Sponsor immediately prior to the Closing of the Business Combination, in each case subject to the terms and conditions of the Sponsor Support Agreement. In addition, pursuant to the Sponsor Support Agreement, the parties thereto have agreed to terminate the lock-up provisions in Section 7 of the Letter Agreement, dated November 19, 2019, by and among AMHC, the Sponsor and certain other parties thereto (it being understood that, following such termination at the Effective Time, the parties thereto shall be subject to the lock-up provisions described in the Amended and Restated Registration Rights Agreement).

The Sponsor Support Agreement will terminate automatically upon the earlier of (i) a written agreement to terminate the Sponsor Support Agreement executed by the Sponsor, AMHC and Jasper, (ii) the written notice by either party to the other party that is thirty (30) days after the Termination Date if the Closing has not occurred by that date, and (iii) the termination of the Business Combination Agreement in accordance with its terms prior to the Effective Time. Unless the Sponsor Support Agreement is terminated in accordance with the foregoing, the Sponsor agrees not to effect a redemption of all or a portion of the Class A Common Stock, as set forth in the Current Charter.

Jasper Stockholder Support Agreements

On May 5, 2021, certain stockholders of Jasper (collectively, the “Jasper Supporting Stockholders”) duly executed and delivered to AMHC the Jasper Stockholder Support Agreements, pursuant to which each Jasper Supporting Stockholder agreed, among other things, to support and vote in favor of the Business Combination Agreement and the transactions contemplated thereby (including the Business Combination), to not transfer his, her or its shares of Jasper’s common stock or preferred stock prior to the Closing, and to execute the Amended and Restated Registration Rights Agreement prior to Closing. The Jasper Stockholder Support Agreements terminate at the earlier of the Effective Time and the date the Business Combination Agreement is terminated in accordance with its terms. In addition, the Jasper Stockholder Support Agreement for one stockholder also terminates upon the earlier of (i) the Effective Time, (ii) the Termination Date, (iii) the date the Business Combination Agreement is terminated in accordance with its terms, (iv) the occurrence of certain liquidation events of AMHC, (v) the time of a modification, amendment or waiver of the Business Combination Agreement without such stockholder’s consent which decreases the form or proportion of the consideration to be paid to such stockholder, (vi) the modification of the conditions to the consummation of the transactions contemplated by the Business Combination Agreement which adversely affects the stockholder in any material respect, or (vii) the modification of the Termination Date.

Background to the Business Combination

The terms of the Business Combination Agreement are the result of negotiations between AMHC, Jasper and their respective representatives and advisors. The following is a brief description of the background of these negotiations. AMHC is a blank check company incorporated in the State of Delaware on August 13, 2019, and was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

In August 2019, AMHC issued 2,875,000 Founder Shares to Sponsor in exchange for a capital contribution of $25,000. The registration statement for the Initial Public Offering was declared effective on November 19, 2019. On November 22, 2019, AMHC consummated the Initial Public Offering of 10,000,000 Units, generating aggregate gross proceeds of $100.0 million. Each Unit consists of one share of Class A Common Stock and one-half of one redeemable Warrant. Each such Public Warrant entitles the holder to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment.

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,000,000 Private Placement Warrants at a price of $1.00 per warrant, for an aggregate purchase price of $4.0 million. Each Private Placement Warrant is exercisable to purchase one share of Class A Common Stock at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. Because the underwriters of the Initial Public Offering did not exercise their over-allotment option, 375,000 of the Founder Shares were forfeited in January 2020, and 2,500,000 such Founder Shares remain outstanding as of the date hereof.

Prior to the consummation of the Initial Public Offering, neither AMHC, nor anyone on its behalf, selected any specific target business or initiated any substantive discussions, directly or indirectly, with any target business with respect to a transaction with AMHC.

After the completion of the Initial Public Offering in November 2019, AMHC commenced an active search for prospective businesses and assets to acquire. Representatives of AMHC contacted, and were contacted by, a number of individuals and entities with respect to acquisition opportunities. As part of AMHC’s active, targeted search for an initial set of potential business combination targets, AMHC leveraged its officers’ and directors’ and Sponsor’s network of investment bankers, private equity firms and hedge funds (including Avego and Metalmark and their respective affiliates) and numerous other business relationships. Although AMHC’s search was not necessarily limited to a particular industry or sector for purposes of consummating an initial business combination, AMHC intended to, and did, focus its search on companies in the healthcare industry. In particular, the focus of this search was on potential business combination targets that AMHC’s directors and officers believed, based on their experience, could meet certain criteria for a business combination target, including, among others: scientific or other competitive advantages in the markets in which they operate; the ability to achieve a reasonably expeditious timeline to both signing and closing based on the target’s preparedness and public company readiness; an attractive valuation which could lead to positive reception by public investors, with the expectation that the target would have access to the public capital markets in the future; and the ability to offer attractive risk-adjusted equity returns for AMHC’s stockholders.

Between November 2019 and March 2021, AMHC management reviewed potential initial business combinations with over 300 prospective acquisition targets, primarily focused in the healthcare industry and in particular pre-commercial biotechnology companies. AMHC executed non-disclosure agreements with over 75 such potential targets over that time frame, and conducted varying levels of due diligence on each, including, in several instances, extensive due diligence and detailed business and other discussions. In June of 2020, AMHC executed a non-binding letter of intent with a potential acquisition target; however, the parties mutually determined to abandon such potential business combination because of conditions in the private investment in public equity (“PIPE”) market and because such business combination would not, in the view of AMHC, be in the best interests of AMHC stockholders. AMHC later executed a non-binding letter of intent with another party in November 2020, but, following initial discussions and continued diligence, the parties mutually determined to abandon the potential business combination in December 2020, as AMHC chose to focus on other potential business combination targets because such business combination would not, in the view of AMHC, be in the best interests of AMHC stockholders, and the proposed target decided to focus on alternative funding sources.

Throughout this period, AMHC’s management team periodically reviewed in depth potential business combination targets at regular meetings with the AMHC Board. Such discussions with the AMHC Board related to the results of due diligence investigations, discussions with senior executives and/or stockholders of the potential business combination targets, and the terms of any non-binding letters of interest to be delivered to such potential business combination targets. At these meetings, the AMHC Board engaged in discussions of AMHC’s strategy, the status of other potential target companies and of the “SPAC” market in general.

On January 20, 2021, one of the financial advisors with whom AMHC maintained relationships, Oppenheimer & Co. Inc. (“Oppenheimer”), introduced certain representatives of Jasper and AMHC, including Vishal Kapoor, President of AMHC, and Jeet Mahal, Chief Financial Officer at Jasper, and David Ku, Senior Director, Business Development and Finance at Jasper, for purposes of setting up an introductory call. On January 25, 2021, Mr. Kapoor, Mr. Mahal, and Mr. Ku had an introductory teleconference, at which they provided initial overviews of AMHC and Jasper, respectively, including with respect to Jasper’s business and research and development operations, the status of Jasper’s scientific and technological development, its product pipeline and commercialization timeline.

On February 3, 2021, Jasper and AMHC entered into a non-disclosure agreement. On February 16, 2021, Jasper provided AMHC with access to a virtual dataroom containing certain information of Jasper, including certain forecasted financial information of Jasper. On the same date, representatives of Jasper, including Bill Lis, Jasper’s Chief Executive Officer, Mr. Mahal, and Kevin Heller, Jasper’s Executive Vice President, Research and Development, and representatives of AMHC, including Howard Hoffen, AMHC’s Chairman, Bala Venkataraman, AMHC’s Chief Executive Officer and a director, and Mr. Kapoor, conducted a telephonic meeting. In this meeting, Jasper provided a comprehensive review of its business and research and development operations, including regarding its clinical pipeline, corporate history, technology platform, and anticipated timelines.

From February 16, 2021 through February 22, 2021, representatives of Jasper and AMHC, including certain directors of each company, engaged in various discussions, including regarding Jasper’s business and clinical pipeline, AMHC’s history and team, and the potential for Jasper to become a public company through a business combination with AMHC. During this period, AMHC also requested additional due diligence materials from Jasper.

On February 22, 2021, AMHC provided to Jasper an initial draft of a non-binding letter of intent regarding a business combination transaction reflecting a pre-money equity valuation for Jasper of approximately $275.0 million. AMHC’s proposal of a $275.0 million pre-money equity valuation was based on AMHC’s discussions regarding valuation with other potential Business Combination targets, publicly available information regarding the valuations of similarly situated life sciences companies, and AMHC’s understanding from Jasper of the pre-money equity valuation under evaluation by Jasper for a potential Series B private financing round, as well as AMHC’s judgment as to what valuation would be attractive to Jasper and its existing stockholders in light of its historical valuations in connection with financing events. The indication of interest contemplated a 30-day exclusivity period for the benefit of AMHC, and a $75.0 million PIPE investment. From February 22, 2021 through March 1, 2021, AMHC engaged in additional diligence of Jasper, and representatives of Jasper and AMHC engaged in discussions regarding certain terms of the letter of intent.

From February 22, 2021 through March 15, 2021, representatives of Jasper, AMHC, and Credit Suisse Securities (USA) LLC (“Credit Suisse”), financial advisor to Jasper, engaged in telephonic discussions regarding certain terms of the non-binding letter of intent, diligence matters, and the “deSPAC” process and potential timelines. In those discussions, Jasper communicated that it was evaluating AMHC’s proposal for a business combination versus a potential Series B private financing event.

On March 12, 2021, Jasper provided AMHC with a revised draft of the non-binding letter of intent, reflecting a pre-money equity valuation for Jasper of approximately $325.0 million, a $100.0 million PIPE investment, a minimum cash condition of $150.0 million, a requirement that the Sponsor would commit to invest at least $25.0 million into the PIPE investment, and that the Private Placement Warrants held by Sponsor would be forfeited upon the closing of the transaction. Jasper also proposed a Sponsor earn-out, in which Sponsor would place a portion of the Sponsor’s Class B shares into escrow, and such shares would be released based on certain performance vesting criteria tied to the trading price of New Jasper’s common stock following the closing, with potential forfeiture if such criteria were not satisfied within three years.

From March 12, 2021 through March 15, 2021, Jasper and AMHC discussed the terms of the non-binding letter of intent, and the parties determined, based on further review of valuation matters and market conditions, to set the pre-money equity valuation for Jasper at approximately $325.0 million, with a PIPE investment of $100.0 million, a minimum cash closing condition of $150.0 million, and that Sponsor would commit to purchase at least $25.0 million of the PIPE investment. In particular, AMHC believed, based on then-prevailing market conditions for life sciences companies and the “deSPAC” market more generally, that a pre-money equity valuation of $325.0 million represented an appropriate valuation that would be attractive to both AMHC’s stockholders and Jasper’s stockholders, such that a potential Business Combination would be approved by each party’s stockholders, including, in the case of Jasper, when compared to alternative financing opportunities. Further, AMHC and Jasper believed that a pre-money equity valuation for Jasper of approximately $325.0 million would be attractive to PIPE investors.

From January 2021 through March 15, 2021, representatives of AMHC also engaged in discussions with other potential targets for a business combination transaction, including another company in the healthcare industry (“Company A”). AMHC engaged in business and other diligence, and negotiated indicative economic terms of a potential transaction with Company A. However, AMHC determined that a transaction with Company A was less attractive than a transaction with Jasper when taking into account the criteria described above, including the business prospects, valuation, and timing and likelihood of execution.

On March 16, 2021, the AMHC Board approved via e-mail the execution by AMHC of the non-binding letter of intent with Jasper. Each of Jasper and AMHC executed the non-binding letter of intent on March 16, 2021, which included a binding 30 day exclusivity period. Also, on March 16, 2021, the AMHC Board approved, and AMHC entered into, an engagement letter with Credit Suisse as placement agent regarding the PIPE Investment.

On March 17, 2021, representatives of Jasper, AMHC, Credit Suisse, William Blair & Company L.L.C. (“William Blair”), Cantor Fitzgerald & Co. (“Cantor Fitzgerald”), Wilmer Cutler Pickering Hale and Dorr LLP, counsel to AMHC (“WilmerHale”), and Paul Hastings LLP, counsel to Jasper (“Paul Hastings”), held a telephonic meeting to discuss timing, process, documentation and next steps regarding the Business Combination and the PIPE Investment.

From March 17, 2021 through May 5, 2021, AMHC, Jasper and their respective advisors participated in a number of telephone calls and video conferences to discuss the transaction process, the terms and conditions proposed in the transaction documents, due diligence matters, and also exchanged due diligence materials, including in the areas of legal, financial and accounting, tax, intellectual property, employee benefits, industry trends and compliance.

On March 23, 2021, AMHC engaged William Blair and Cantor Fitzgerald as placement agents alongside Credit Suisse for the PIPE Investment.

From March 17, 2021 through March 28, 2021, AMHC, Jasper and their respective placement agents and financial advisors engaged in various confidential discussions with potential investors in the PIPE Investment. On March 28, 2021, Jasper and AMHC agreed to extend the exclusivity provisions under the letter of intent to April 22, 2021, due to market conditions, as well as to permit Jasper to continue work on its financial statements and other deliverables.

On April 9, 2021, WilmerHale sent Paul Hastings an initial draft of the Business Combination Agreement. On April 11, 2021, WilmerHale sent Paul Hastings and representatives of Credit Suisse an initial draft of the Subscription Agreement for the PIPE Investment.

On April 18, 2021, Paul Hastings sent to WilmerHale a revised draft of the Business Combination Agreement. The draft of the Business Combination Agreement revised certain terms, including changes to the definition of “material adverse effect” for each party, certain provisions regarding the PIPE Investment, the provisions relating to the ability for certain Jasper stockholders to receive New Jasper Non-Voting Common Stock in the Business Combination, the proposals to be voted on at the Special Meeting regarding the Business Combination, the “outside date” for the Business Combination, and the representations and warranties of each party.

On April 21, 2021, Jasper and AMHC agreed to extend the exclusivity provisions under the letter of intent to April 30, 2021, due to market conditions, as well as to permit Jasper to continue work on its financial statements and other deliverables.

On April 23, 2021, WilmerHale sent to Paul Hastings a revised draft of the Business Combination Agreement. The draft of the Business Combination Agreement revised certain terms, including changes to the definitions of “material adverse effect” for each party, the representations and warranties of each party, the definition of minimum cash for purposes of calculating the minimum cash condition, the “outside date” for the Business Combination, and the proposals to be voted on at the Special Meeting regarding the Business Combination. From April 23, 2021 to May 5, 2021, WilmerHale and Paul Hastings exchanged drafts of agreements and engaged in discussions regarding open items in the relevant agreements.

On April 30, 2021, AMHC engaged BMO Capital Markets Corp. (“BMO”) as capital markets advisor in connection with the proposed transaction with Jasper.

From April 21, 2021 through April 30, 2021, Jasper and AMHC, based on input from the various financial advisors, discussed the impact on the economic terms reflected in the non-binding letter of intent and draft Business Combination Agreement of conditions in the market for SPACs and the PIPE market in particular. On April 30, 2021, Jasper and AMHC agreed to extend the exclusivity provisions under the letter of intent to May 8, 2021, as well as to reduce the minimum cash condition reflected in the letter of intent from $150.0 million to $130.0 million and to raise the Sponsor’s requirement to participate in the PIPE Investment from $25.0 million to $30.0 million, in each case primarily in response to PIPE market conditions generally as well as feedback from potential PIPE investors as to their interest in investment at various equity values. In addition, during this period, representatives of Jasper and AMHC discussed lowering the pre-money equity value of Jasper from $325.0 million as reflected in the non-binding letter of intent to $275.0 million, based on feedback from potential PIPE investors in confidential discussions. In addition, representatives of Jasper and Credit Suisse discussed with certain existing investors of Jasper increasing their participation in the PIPE Investment to ensure a successful transaction.

On May 1, 2021, WilmerHale sent to Paul Hastings a revised draft of the Business Combination Agreement which reflected, among other changes, a reduction in the minimum cash condition to $130.0 million, and a reduction in the pre-money equity value of Jasper from $325.0 million to $275.0 million.

On May 4, 2021, AMHC engaged Oppenheimer as an additional capital markets advisor in connection with the proposed transaction with Jasper.

Between April 11, 2021 and May 5, 2021, WilmerHale, Paul Hastings and representatives of Credit Suisse collectively negotiated the terms of the Subscription Agreements with prospective investors in the PIPE Investment and responded to follow-up questions and comments related thereto, particularly with respect to the closing process and the expected timeline for consummating the proposed transaction. During this time, the prospective investors conveyed to the placement agents their initial proposed subscription amounts. On May 5, 2021, a final version of the Subscription Agreement was distributed to the prospective investors, which reflected the outcome of negotiations among the parties

and the prospective investors, and the PIPE Investors that had chosen to participate in the PIPE Investment based on the finally agreed investment allocations delivered executed Subscription Agreements for purchases of an aggregate of 10.0 million shares of Class A Common Stock at a price of $10.00 per share, for aggregate gross proceeds of $100.0 million. Affiliates of Sponsor agreed to purchase $28.35 million of the total PIPE Investment.

Between April 9, 2021 and May 5, 2021, representatives of each of AMHC, Jasper, WilmerHale and Paul Hastings negotiated the terms of the Jasper Stockholder Support Agreement, the Sponsor Support Agreement, the form of Amended and Restated Registration Rights Agreement, and various other agreements contemplated in the Business Combination Agreement.

From March 17, 2021 through May 5, 2021, AMHC and its advisors continued to finalize the due diligence investigation of Jasper, and in that regard engaged in communications with representatives of Jasper and its legal and financial advisors, as well as accounting advisors and auditors.

On May 5, 2021, the AMHC Board held a meeting to further consider and discuss the proposed transaction with Jasper. Representatives of AMHC management and WilmerHale were also in attendance. AMHC management reviewed the transaction process to date, including the status of the PIPE Investment, as well as the scope of legal, business, financial and accounting due diligence conducted by AMHC and its advisors and findings related thereto. AMHC management then reviewed with the AMHC Board certain financial analyses. Representatives of WilmerHale reviewed with the AMHC Board their fiduciary duties, and WilmerHale and AMHC management reviewed the terms of the transaction documents, including the Business Combination Agreement and the Subscription Agreements. Following these discussions, the AMHC Board thoroughly discussed the Business Combination and the terms and conditions of the Business Combination Agreement with the assistance of AMHC management and WilmerHale, including the potential benefits and risks related thereto, as well as other factors including certain interests of the officers, directors and Sponsor in connection with a potential Business Combination. Following the meeting, AMHC management circulated to the AMHC Board a written consent, which was unanimously approved by the AMHC Board, in which the members of the AMHC Board unanimously determined that the Business Combination Agreement and the ancillary documents thereto and the transactions contemplated by each of the Business Combination Agreement and the ancillary documents thereto are advisable and fair to, and in the best interests of, AMHC and its stockholders; adopted and approved the Business Combination Agreement and the ancillary documents thereto and the transactions contemplated by each of the Business Combination Agreement and the ancillary documents thereto; and recommended, among other things, that AMHC’s stockholders vote in favor of the Business Combination Proposal and the other Proposals.

Subsequently on May 5, 2021, the parties entered into the Business Combination Agreement.

On May 6, 2021, in advance of the Nasdaq opening for trading, AMHC and Jasper issued a joint press release announcing the execution of the Business Combination Agreement, the Business Combination and the PIPE Investment, and AMHC filed a current report on Form 8-K with the SEC announcing the execution of the Business Combination Agreement. On May 7, 2021, Jasper and AMHC held a joint investor call to discuss the Business Combination.

Since May 6, 2021, AMHC and Jasper, along with WilmerHale and Paul Hastings, have worked jointly on the preparation of this proxy statement/prospectus.

The Board’s Recommendation and Reasons for Approval of the Business Combination

The Board, in evaluating the Business Combination, consulted with its legal counsel and AMHC management. In reaching its resolution that the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination, are fair to and in the best interests of AMHC and its stockholders, to approve the Business Combination Agreement and the transactions contemplated thereby and declare their advisability and to recommend that the AMHC stockholders approve and adopt the Business Combination Agreement and the Business Combination, the Board considered and evaluated a number of factors, including, but not limited to, the factors discussed below.

In unanimously approving the Business Combination, the Board determined not to obtain a fairness opinion. The officers and directors of AMHC have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and background, enabled them, in the view of the Board, to make the necessary analyses and determinations regarding the Business Combination. In addition, AMHC’s officers and directors and AMHC’s advisors have substantial experience with strategic transactions.

The Board also identified and considered the following factors and risks weighing negatively against pursuing the Business Combination, although not weighted or in any order of significance:

•        Benefits May Not Be Achieved.    The risk that the potential benefits of the Business Combination may not be fully achieved, or may not be achieved within the expected timeframe.

•        Liquidation of AMHC.    The risks and costs to AMHC if the Business Combination is not completed, including the risk of diverting management focus and resources from other initial business combination opportunities, which could result in AMHC being unable to effect a business combination by November 22, 2021 and force AMHC to liquidate.

•        Exclusivity.    The fact that the Business Combination Agreement includes an exclusivity provision that prohibits AMHC from soliciting or engaging in discussions regarding other business combination proposals, which restricts AMHC’s ability, so long as the Business Combination Agreement is in effect, to consider other potential business combinations.

•        COVID-19.    Uncertainties regarding the potential impacts of and disruptions related to the COVID-19 virus, including with respect to productivity, Jasper’s business and delays of clinical programs and timelines.

•        Stockholder Vote.    The risk that AMHC’s stockholders may fail to provide the votes necessary to effect the Business Combination.

•        Redemption Risk.    The potential that a significant number of AMHC stockholders elect to redeem their shares prior to the consummation of the Business Combination and pursuant to the Current Charter, which would potentially make the Business Combination more difficult or impossible to complete, and/or reduce the amount of cash available to New Jasper following the Closing.

•        Post-Business Combination Corporate Governance; Terms of the Amended and Restated Registration Rights Agreement.    The Board considered the corporate governance provisions of the Business Combination Agreement, the Amended and Restated Registration Rights Agreement and the material provisions of the Charter Amendment Proposal. In particular, the Board considered that certain provisions may not be viewed favorably by stockholders of AMHC and/or New Jasper.

•        Closing conditions.    The fact that completion of the Business Combination is conditioned on the satisfaction of certain Closing conditions that are not within AMHC’s control, including approval by AMHC stockholders, approval by Nasdaq of the initial listing application in connection with the Business Combination, and the Minimum Cash Condition.

•        Limitations of review.    The Board considered that AMHC was not obtaining an opinion from any independent investment banking or accounting firm that the consideration to be received by the Jasper equityholders is fair to AMHC or its stockholders from a financial point of view. Accordingly, the Board considered that AMHC may not have properly valued Jasper.

•        Litigation.    The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination.

•        Fees and expenses.    The fees and expenses associated with completing the Business Combination, some of which would be payable regardless of whether the Business Combination is ultimately consummated.

•        Other risks.    Various other risks associated with the Business Combination, the business of AMHC and the business of Jasper described under the section entitled “Risk Factors.”

In addition to considering the factors described above, the AMHC Board also considered other factors including, without limitation:

•        Interests of Certain Persons.    Our Sponsor, the members of the AMHC Board and officers of AMHC and our Sponsor have interests in the Business Combination Proposal, the other proposals described in this proxy statement/prospectus and the Business Combination that are different from, or in addition to, those of AMHC’s stockholders generally (see the section entitled “— Interests of AMHC’s Directors and Executive Officers in the Business Combination” of this proxy statement/prospectus). AMHC’s directors reviewed and considered these interests during the negotiation of the Business Combination and in evaluating and

unanimously approving, as members of the AMHC Board, the Business Combination Agreement and the transactions contemplated therein, including the Merger. However, the AMHC Board concluded that the potentially disparate interests would be mitigated because these interests were disclosed in the prospectus for the Initial Public Offering and AMHC’s publicly filed documents and would be disclosed in this proxy statement/prospectus, the Sponsor had agreed to forfeit all Private Placement Warrants owned by it immediately prior to the Closing of the Business Combination, and to place the Sponsor Earnout Shares into escrow and subject them to release upon certain conditions, and the Business Combination was structured so that it may be completed even if the Public Stockholders redeem a substantial portion of the Public Shares, and the AMHC Board concluded, in light of all of the factors considered by it and described in this proxy statement/prospectus, the Business Combination Agreement, the ancillary documents to which AMHC is or will be a party and the transactions contemplated thereby (including the Business Combination) were advisable, fair to, and in the best interests of, AMHC and its stockholders.

•        Other Risks.    The various risks associated with the Business Combination, the business of Jasper and New Jasper, as described in the section entitled “Risk Factors” of this proxy statement/prospectus. The Board concluded that the potential benefits that it expected AMHC and its stockholders to achieve as a result of the Business Combination outweighed the potentially negative factors and other risks associated with the Business Combination. Accordingly, the Board unanimously resolved that the Business Combination Agreement, the ancillary documents to which AMHC is or will be a party and the transactions contemplated thereby (including the Business Combination) were advisable, fair to, and in the best interests of, AMHC and its stockholders.

Certain Projected Financial Information

In connection with its evaluation of the Business Combination, the AMHC Board considered certain non-public financial projections prepared by AMHC’s management with respect to Jasper as a standalone company (the “AMHC Forecasts”). The AMHC Forecasts were not prepared with a view toward public disclosure or with a view toward complying with accounting principles generally accepted in the United States of America (“GAAP”), the published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The AMHC Forecasts are subjective in many respects and therefore susceptible to varying interpretations and the need for periodic revision based on actual experience and business developments, and you are cautioned not to rely on the AMHC Forecasts in making a decision regarding the transaction, as the AMHC Forecasts will be different than actual results, and those differences may be material. A summary of the AMHC Forecasts is set forth below.

The inclusion of the AMHC Forecasts below should not be deemed an admission or representation by AMHC, Jasper, New Jasper or any of their respective officers, directors, employees, affiliates, advisors, or other representatives with respect to such projections. The AMHC Forecasts are not included to influence your views on the Business Combination described in this proxy statement/prospectus but solely to provide stockholders access to certain non-public information that was prepared by AMHC management and presented to the AMHC Board in connection with its evaluation of the Business Combination. The information from the AMHC Forecasts included below should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding Jasper and AMHC included in this proxy statement/prospectus. Because the AMHC Forecasts were prepared on a standalone basis, they do not give effect to the proposed Business Combination.

The AMHC Forecasts reflect numerous qualitative estimates and assumptions including assumptions with respect to general business, economic, market, regulatory and financial conditions and various other factors, all of which are difficult to predict and many of which are beyond Jasper’s or AMHC’s control, such as the risks and uncertainties contained in the section entitled “Risk Factors.” The AMHC Forecasts are not predictive of New Jasper’s actual future results and should not be construed as financial guidance for any future period. The inclusion of the AMHC Forecasts should not be deemed an admission or representation by, or in any way adopted by, AMHC, Jasper, New Jasper or any of their officers, directors, employees, affiliates, advisors, or other representatives with respect to such projections. The management projections set forth below include earnings before interest and tax (“EBIT”) which is a non-GAAP financial measure. Financial measures included in forecasts, including the AMHC Forecasts, in connection with a business combination transaction are excluded from the definition of “non-GAAP financial measures”, and therefore a reconciliation of such non-GAAP financial measures to GAAP financial measures is not required, and in any event AMHC management believes that it is not feasible to provide accurate forecasted non-GAAP reconciliations. Accordingly, AMHC has not provided a reconciliation of the financial measures included in the AMHC Forecasts to the relevant GAAP financial measure.

to http://bethematch.org), of $10.0 million at commercial launch, $20.0 million in year two and a 5% increase for each year thereafter. Further, AMHC management determined the above assumptions regarding market penetration and market growth rate by assessing the competitive landscape, including the number of likely competitors to offer products for each applicable indication, as well as the likely order of entry into the market, and AMHC management used the following assumptions for the market growth rate for the applicable indications: SCID, 0%; AML and MDS, 2%; gene therapy, 1%; and autoimmune, 0%. AMHC management made these determinations on the basis of its industry experience as well as a review of publicly available sources, including with respect to growth rates in aging populations for AML and MDS and an assessment of the industry by AMHC management for SCID, gene therapy and autoimmune, and believed that such assumptions for the market growth rates were reasonably determined in light of the time period for the AMHC Forecasts.

The inclusion of the AMHC Forecasts herein should not be regarded as an indication that AMHC, New Jasper, or Jasper or any of their respective affiliates or representatives considered or consider the AMHC Forecasts to be necessarily indicative of actual future events, and the AMHC Forecasts should not be relied upon as such. The AMHC Forecasts do not take into account any circumstances or events occurring after the date they were prepared. AMHC and New Jasper do not intend to, and disclaim any obligation to, update, correct, or otherwise revise the management projections to reflect circumstances existing or arising after the date the management projections were generated or to reflect the occurrence of future events, even in the event that any or all of the assumptions or other information underlying the management projections are shown to be in error. In addition, AMHC’s assumptions, and financial projections in general, are inherently uncertain, and AMHC expects that differences will exist between actual and projected results, and such differences may be material. Furthermore, the management projections do not take into account the effect of any failure of the Business Combination to be consummated and should not be viewed as accurate or continuing in that context.

The prospective financial information included in this document has been prepared by, and is the responsibility of, AMHC’s management. Neither the independent registered public accounting firm of AMHC, Jasper, New Jasper, or any other independent accountant has audited, reviewed, compiled, examined nor applied agreed-upon procedures with respect to the AMHC Forecasts, and accordingly, neither the independent registered public accounting firm of AMHC, Jasper or New Jasper, nor any other independent accountant expresses an opinion or any other form of assurance with respect thereto. The reports of the independent registered public accounting firms of AMHC and Jasper included in this proxy statement/prospectus relate to AMHC’s and Jasper’s previously issued financial statements and do not extend to the AMHC Forecasts and should not be read to do so.

In light of the foregoing factors and the uncertainties inherent in financial projections, AMHC stockholders are cautioned not to place undue reliance on the AMHC Forecasts.

Risk Adjusted AMHC Forecasts (in millions)

The following table presents a selected summary of the AMHC Forecasts with respect to risk adjusted revenue generated by Jasper’s lead product candidate. The AMHC Forecasts were prepared by AMHC management, were not contemporaneously reviewed by Jasper management, and were made available to the AMHC Board.

____________

(1)      Defined as earnings (calculated based on certain AMHC management assumptions) before interest and taxes.

Summary of AMHC Financial Analysis

In connection with approving the Business Combination Agreement in May 2021, AMHC’s Board reviewed certain analyses prepared by AMHC management. The summary set forth below does not purport to be a complete description of the analyses performed or factors considered by AMHC. AMHC may have deemed various assumptions more or less probable than other assumptions. Any estimates contained in these analyses are not necessarily indicative

of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of Jasper do not purport to be appraisals or reflect the prices at which shares of New Jasper common stock may actually be valued or trade in the open market after the consummation of the Business Combination. Accordingly, the assumptions and estimates used in, and the results derived from, the financial analyses are inherently subject to substantial uncertainty. The following quantitative information, to the extent that it is based on market data, is not necessarily indicative of current market conditions.

In performing analyses, AMHC management made numerous material assumptions with respect to, among other things, timing of clinical trials, patient enrollment, timing and likelihood of receipt of regulatory approvals that may be needed, characterization of the product candidates, the timing of, and amounts of, any revenues, market size, commercial efforts, operating expenses, industry performance, general business and economic conditions and numerous other matters, many of which are beyond the control of AMHC, Jasper, New Jasper or any other parties to the Business Combination. None of Jasper, AMHC, New Jasper, or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of Jasper do not purport to be appraisals or reflect the prices at which New Jasper shares may actually be valued or trade in the open market after the consummation of the Business Combination. Accordingly, the assumptions and estimates used in, and the results derived from, the financial analyses are inherently subject to substantial uncertainty.

Comparable Company Analysis

In connection with the valuation of Jasper, AMHC management reviewed certain financial information of certain publicly traded companies selected based on the experience and professional judgment of AMHC’s management and directors. AMHC considered certain publicly available data for (i) certain publicly traded companies (the “Trading Comparables”) and (ii) certain companies acquired in recent M&A transactions (the “M&A Comparables” and, together with the Trading Comparables, the “Comparables”). The Comparables are listed in the tables below, with all data as of April 30, 2021.

None of the Comparables has characteristics identical to Jasper. The Comparables were selected because of certain similarities to Jasper’s business and the stage of development of its product candidates. Additionally, while some of the selected Comparables are commercial stage companies and Jasper is a pre-commercial stage company, AMHC considered these Comparables because of their similarities to the business, industry and pipeline of Jasper. Additionally, AMHC considered that these commercial stage Comparables are generally relatively early-stage commercial companies and are therefore comparable to a company such as Jasper. An analysis of selected companies is not purely quantitative; rather it involves complex consideration and judgments, including factors that could affect the public trading values or exit values of the companies reviewed. AMHC believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the Comparables. Accordingly, AMHC also made qualitative judgments, based on the experience and professional judgment of its directors and officers, concerning differences between the operational, business and/or financial characteristics of Jasper and the selected companies to provide a context in which to consider the results of the quantitative analysis.

When compared to the implied enterprise value of Jasper determined in accordance with AMHC management’s internal valuation analysis as well as the equity value of Jasper in the Business Combination Agreement, the comparative analysis showed that Jasper’s implied enterprise value was at a discount to each of the mean and median implied enterprise values and market capitalizations of the Trading Comparables and the mean and median implied enterprise values of the M&A Comparables.

Discounted Cash Flows

AMHC management performed a stand-alone discounted cash flow analysis of Jasper based on the AMHC Forecasts and an estimate of its terminal/continuing value at the end of the projection horizon. In performing its discounted cash flow analyses of Jasper, AMHC management utilized the AMHC Forecasts, including the assumptions described above under “Certain Projected Financial Information”. These assumptions, as well as the preparation of the AMHC Forecasts, were based on the professional judgment and experience of AMHC management.

AMHC management’s discounted cash flow analyses resulted in a total risk adjusted equity value of approximately $375.0 million for purposes of evaluating the Business Combination. In connection with its discounted cash flow analysis, AMHC management noted that the equity value specified in the Business Combination Agreement of $275.0 was below the risk adjusted discounted cash flow equity value determined by AMHC management.

Other Considerations

In addition to the analysis described above, AMHC’s management team considered the financing in connection with the Business Combination, including that Jasper had no significant outstanding indebtedness to service, repay or refinance and, and further that, as of immediately following the closing of the Business Combination, New Jasper is expected to have cash resources of approximately $180 million (less any redemptions).

Satisfaction of 80% Test

It is a requirement under the Nasdaq Listing Rules that a SPAC’s initial business combination must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the value of its trust account at the time of signing a definitive agreement in connection with such initial business combination. Based on the financial analysis of Jasper generally used to approve the transaction, the AMHC board of directors determined that this requirement was met. The AMHC Board determined that the consideration being paid in the Business Combination, which amount was negotiated at arms-length, was fair to and in the best interests of AMHC and its stockholders and appropriately reflected Jasper’s value. The AMHC Board believes that the financial skills and background of its members qualify it to conclude that the Business Combination with Jasper meet this requirement.

Interests of AMHC’s Directors and Executive Officers in the Business Combination

Although we do not believe any conflict currently exists between us and our Founders, our Founders or their respective affiliates may compete with us for acquisition opportunities. If such entities decide to pursue an opportunity, we may be precluded from procuring such opportunity. In addition, investment ideas generated with our Founders may be suitable for both us and for a Founder and may be directed to such entity rather than to us. Neither our Founders nor members of our management team who are also employed by or affiliated with our Founders will have any obligation to present us with any opportunity for a potential business combination of which they are aware, unless presented to such member in his or her capacity as an officer or director of AMHC. Our Founders and/or our management team, in their capacities as employees or affiliates of our Founders or in their other endeavors, may be required to present potential business combinations to future Founder affiliates or third parties, before they present opportunities to us.

Notwithstanding the foregoing, we may, at our option, pursue an acquisition opportunity jointly with one or more entities or funds affiliated with our Founders, Sponsor or management team or their respective affiliates (an “Affiliated Joint Acquisition”). Such entity may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by making a specified future issuance to any such entity.

Each of our officers and directors presently has, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present business combination opportunities to such entity. Accordingly, in the future, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We do not believe, however, that any fiduciary duties or contractual obligations of our officers arising in the future would materially undermine our ability to complete our business combination. In addition, we may, at our option, pursue an Affiliated Joint Acquisition opportunity with an entity to which an officer or director has a fiduciary or contractual obligation. Our Current Charter provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.

Our officers have agreed not to become an officer or director of any other special purpose acquisition company with a class of securities registered under the Exchange Act until we have entered into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination within 24 months after the Initial Public Offering.

Potential investors should also be aware of the following other potential conflicts of interest:

•        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, our Sponsor, officers and directors will lose their entire original investment of $4,025,000 consisting of the Sponsor’s $25,000 initial investment of 2,875,000 Founder Shares, which would be worthless because the holders are not entitled to participate in any redemptions or distributions with respect to any such outstanding shares, and the $4,000,000 purchase price the Sponsor paid for the Private Placement Warrant. The value of such investment is $27.8 million based upon the closing price of $9.93 per Public Share and $0.75 per Public Warrant on Nasdaq on the Record Date.

•        In August 2019, our Sponsor purchased an aggregate of 2,875,000 Founder Shares in exchange for a capital contribution of $25,000, or approximately $0.009 per Founder Share. Because the underwriters of the Initial Public Offering did not exercise their over-allotment option, 375,000 of the Founder Shares were forfeited in January 2020, and 2,500,000 Founder Shares remain outstanding as of the date hereof. The Founder Shares have an aggregate market value of $24.8 million based upon the closing price of $9.93 per share on Nasdaq on the Record Date. As a result of this low initial price, our Sponsor stands to make a substantial profit even if other stockholders, such as Public Stockholders, experience a negative rate of return because the post-business combination company subsequently declines in value or is unprofitable for our Public Stockholders. Thus, our Sponsor, officers and directors may have more of an economic incentive for us to, rather than liquidate if we fail to complete our initial business combination by November 22, 2021, enter into an initial business combination on potentially less favorable terms with a potentially less favorable, riskier, weaker-performing or financially unstable business, or an entity lacking an established record of revenues or earnings, than would be the case if such parties had paid the full offering price for their Founder Shares.

•        Our Sponsor, officers and directors and their respective affiliates and associates collectively (including entities controlled by officers and directors) have made an aggregate average investment per share of $0.59 (including the 2,875,000 Founder Shares and 4,000,000 Private Placement Warrants) as of the consummation of the Initial Public Offering. Because the underwriters of the Initial Public Offering did not exercise their over-allotment option, 375,000 of the Founder Shares were forfeited in January 2020, and 2,500,000 Founder Shares remain outstanding as of the date hereof. Following the forfeiture of the 375,000 Founder Shares, the aggregate average investment amount of our Sponsor, officers and directors and their respective affiliates and associates is $0.62 per share. As a result of the significantly lower investment per share of our Sponsor, officers and directors and their respective affiliates and associates as compared with the investment per share of our Public Stockholders, a transaction which results in an increase in the value of the investment of our Sponsor, officers and directors may result in a decrease in the value of the investment of our Public Stockholders.

•        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. Simultaneously with the closing of our Initial Public Offering, pursuant to a Private Placement Warrant Purchase Agreement, we completed the private sale of an aggregate of the Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant, generating proceeds to us at $4,000,000.

The Private Placement Warrants held by our initial stockholders have an aggregate market value of $3.0 million based upon the closing price of $0.75 per share on Nasdaq on the Record Date. 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 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) of 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.

•        Following the Closing, our Sponsor would be entitled to the repayment of any working capital loan and advances that have been made to AMHC and remain outstanding. As of the date of this proxy statement/prospectus, our Sponsor has not made any advances to us for working capital expenses, and there are no outstanding fees or out-of-pocket expenses for which our Sponsor and its affiliates are waiting reimbursement. As of the date of this proxy statement/prospectus, other than one immaterial reimbursable expense owed to Mr. Kapoor, our President, there are no outstanding loans, fees or out-of-pocket expenses for which our officers or directors are awaiting reimbursement.

•        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.

The conflicts described above may not be resolved in our favor.

In general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation if:

•        the corporation could financially undertake the opportunity;

•        the opportunity is within the corporation’s line of business; and

•        it would not be fair to our company and its stockholders for the opportunity not to be brought to the attention of the corporation.

Accordingly, as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities. Furthermore, our Current Charter provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity

BYLAWS AMENDMENT PROPOSAL

Overview

In connection with the Business Combination, AMHC stockholders are being asked to adopt the Proposed Bylaws attached to this proxy statement/prospectus as Annex C, which, in the judgement of the Board, is necessary to adequately address the needs of New Jasper.

Reasons for the Amendments

Under the Business Combination Agreement, the approval of the Bylaws Amendment Proposal is a condition to the adoption of the Business Combination Proposal and vice versa. Accordingly, if the Business Combination Proposal is not approved, the Bylaws Amendment Proposal will not be presented at the Special Meeting.

A copy of the Proposed Bylaws, as will be in effect assuming approval of the Bylaws Amendment Proposal and upon consummation of the Business Combination, is attached to this proxy statement/prospectus as Annex C.

Approval Requirement

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.

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS THAT AMHC STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE BYLAWS AMENDMENT PROPOSAL.

The existence of financial and personal interests of one or more of AMHC’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of AMHC and its stockholders and what he or they may believe is best for himself or themselves in determining to recommend that stockholders vote for the proposals. In addition, AMHC’s officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section above entitled “Business Combination Proposal — Interests of AMHC’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

THE ADVISORY CHARTER AMENDMENT PROPOSALS

In connection with the Business Combination, AMHC is asking its stockholders to vote, on a non-binding advisory basis, proposals to approve certain governance provisions contained in the Proposed Charter. This separate vote is not otherwise required by Delaware law separate and apart from the Charter Amendment Proposal, but, pursuant to SEC guidance, AMHC is required to submit these provisions to its stockholders separately for approval, allowing stockholders the opportunity to present their separate views on important governance provisions. However, the stockholder votes regarding these proposals are advisory votes, and are not binding on AMHC or the Board (separate and apart from the approval of the Charter Amendment Proposal). In the judgement of the Board, these provisions are necessary to adequately address the needs of New Jasper. Furthermore, the Business Combination is not conditioned on the separate approval of the Advisory Charter Amendment Proposals (separate and apart from the approval of the Charter Amendment Proposal).

AMHC stockholders will be asked 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 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 (provided that as of the three-year anniversary of the Closing Date, such reference to “66⅔%” shall be deemed to be “50%”);

(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 (provided that as of the three-year anniversary of the Closing Date, such reference to “66⅔%” shall be deemed to be “50%”);

(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 (provided that as of the three-year anniversary of the Closing Date, such reference to “66⅔%” shall be deemed to be “50%”);

(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.

Reasons for the Advisory Charter Amendments

In the judgement of the Board, the Charter Amendment Proposal is desirable for the following reasons:

•        the name of the new public entity is desirable to reflect the Business Combination with Jasper and the combined business going forward;

•        the greater number of authorized shares of capital stock is desirable for AMHC to have sufficient shares to issue to the holders of Jasper common stock in the Business Combination and have enough additional authorized shares for financing its business, for acquiring other businesses, for forming strategic partnerships and alliances and for stock dividends and stock splits and to issue upon exercise of the Warrants and of equity grants currently outstanding or made under the Equity Incentive Plan (assuming it is approved at the Special Meeting);

•        it is desirable to increase the voting threshold required to remove a director from the New Jasper Board, amend certain provisions of the Proposed Charter and amend the Proposed Bylaws, and to remove the provision allowing stockholder action by written consent, in order to help facilitate corporate governance changes, protect minority stockholder interests and enable the New Jasper Board to preserve and maximize value for all stockholders in the context of an opportunistic and unsolicited takeover attempt;

•        it is desirable to delete the provisions that relate to the operation of AMHC as a blank check company prior to the consummation of the initial business combination because they would not be applicable after the Business Combination (such as the obligation to dissolve and liquidate if a business combination is not consummated within a certain period of time); and

•        it is desirable to remove the corporate opportunity provisions because it ensures that directors, officers and controlling stockholders will not be able to take advantage of opportunities beneficial to New Jasper for themselves without first disclosing the opportunity to the New Jasper Board and giving the New Jasper Board the opportunity to decline the opportunity on behalf of New Jasper.

Notwithstanding the foregoing, certain of the Proposed Charter amendments may make it more difficult or discourage an attempt to obtain control of New Jasper and thereby protect continuity of or entrench New Jasper’s management, which may adversely affect the market price of New Jasper’s securities. If, in the due exercise of its fiduciary obligations, for example, the Board were to determine that a takeover proposal was not in the best interests of New Jasper, authorized but unissued preferred stock could be issued by the Board without stockholder approval in one or more private placements or other transactions that might prevent or render more difficult or make more costly the completion of any attempted takeover transaction by diluting voting or other rights of the proposed acquiror or insurgent stockholder group, by creating a substantial voting block in institutional or other hands that might support the position of the incumbent board of directors, by effecting an acquisition that might complicate or preclude the takeover, or otherwise. The authorization of additional shares will, however, enable New Jasper to have the flexibility to authorize the issuance of shares in the future for financing its business, acquiring other businesses, forming strategic partnerships and alliances and stock dividends and stock splits. AMHC currently has no such plans, proposals or arrangements, written or otherwise, to issue any of the additional authorized shares for such purposes.

Approval Requirement

The approval of each of the Advisory Charter Amendment Proposals requires 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.

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS THAT AMHC STOCKHOLDERS VOTE “FOR” THE APPROVAL OF EACH OF THE ADVISORY CHARTER AMENDMENT PROPOSALS.

The existence of financial and personal interests of one or more of AMHC’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of AMHC and its stockholders and what he or they may believe is best for himself or themselves in determining to recommend that stockholders vote for the proposals. In addition, AMHC’s officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section above entitled “Business Combination Proposal — Interests of AMHC’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

NASDAQ STOCK ISSUANCE PROPOSAL

For purposes of complying with Rule 5635(a), (b) and (d) of the Nasdaq Listing Rules, AMHC’s stockholders are being asked to approve the issuance of up to 27,500,000 shares of New Jasper Common Stock in connection with the Business Combination and the issuance of an aggregate of 10,000,000 shares of Class A Common Stock to the PIPE Investors pursuant to the Subscription Agreements.

Under Nasdaq Listing Rule 5635(a), stockholder approval is required prior to the issuance of securities in connection with the acquisition of another company if such securities are not issued in a public offering and (i) have, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of common stock (or securities convertible into or exercisable for such securities); or (ii) the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the stock or securities. Collectively, the consideration to be paid in connection with the Business Combination Agreement (the “Business Combination Consideration”) and the shares being issued to the PIPE Investors will exceed 20% or more of the outstanding AMHC Common Stock and 20% or more of the voting power, in each case outstanding before the issuance of such shares in connection with the Business Combination and the PIPE Investment.

Under Nasdaq Listing Rule 5635(b), stockholder approval is required when any issuance or potential issuance will result in a “change of control” of the issuer. Although Nasdaq has not adopted any rule on what constitute a “change of control” for purposes of Rule 5635(b), Nasdaq has previously indicated that the acquisition of, or right to acquire, by a single invested or affiliated investor group, as little as 20% of the common stock (or securities convertible into or exercisable for common stock) or voting power of an issuer could constitute a change of control. Under Nasdaq Rule 5635(b), the issuance of the Business Combination Consideration and/or the shares in the PIPE Investment will result in a “change of control” of AMHC.

Under Nasdaq Listing Rule 5635(d), stockholder approval is required for a transaction other than a public offering involving the sale, issuance or potential issuance by an issuer of common stock (or securities convertible into or exercisable for common stock) at a price that is less than the lower of (i) the closing price immediately preceding the signing of the binding agreement or (ii) the average closing price of the common stock for the five trading days immediately preceding the signing of the binding agreement, if the number of shares of common stock (or securities convertible into or exercisable for common stock) to be issued equals 20% or more of the common stock, or 20% or more of the voting power, outstanding before the issuance. Because shares of New Jasper Common Stock will be issued in exchange for all of the equity interests of Jasper, the deemed issuance price of the shares of New Jasper Common Stock may be less than the lower of (i) the closing price immediately preceding the signing of the Business Combination Agreement or (ii) the average closing price of the Class A Common Stock for the five trading days immediately preceding the signing of the Business Combination Agreement. If the Business Combination Proposal is approved, the issuance of the shares of New Jasper Common Stock will exceed 20% of the shares of AMHC Common Stock currently outstanding. Because the issuance price may be deemed to be below the lower of (i) the closing price immediately preceding the signing of the Business Combination Agreement or (ii) the average closing price of the Class A Common Stock for the five trading days immediately preceding the signing of the Business Combination Agreement, the Nasdaq Listing Rules may require that AMHC obtain stockholder approval of the issuance of the shares of New Jasper Common Stock in connection with the consummation of the Transactions.

In addition, because the shares of Class A Common Stock issuable to the PIPE Investors (1) will be issued at a price that is less than the lower of (i) the closing price immediately preceding the signing of the Business Combination or (ii) the average closing price of the Class A Common Stock for the five days immediately preceding the signing of the Business Combination, and (2) will constitute more than 20% of the outstanding shares of AMHC Common Stock and more than 20% of outstanding voting power of AMHC Common Stock prior to such issuance, AMHC is required to obtain stockholder approval of such issuance pursuant to Nasdaq Listing Rule 5635(d).

As a result of the forgoing, AMHC is required to obtain stockholder approval pursuant to Nasdaq Listing Rule 5635. For a summary of the Subscription Agreement, please see the section entitled “Business Combination Proposal — Related Agreements — PIPE Investment”. AMHC stockholders should read carefully this proxy statement/prospectus in its entirety for more detailed information regarding the Subscription Agreements. You are urged to read carefully the form of Subscription Agreement in its entirety before voting on this proposal.

Under the Business Combination Agreement, the approval of the Nasdaq Stock Issuance Proposal is a condition to the adoption of the Business Combination Proposal and vice versa. Accordingly, if the Business Combination Proposal is not approved, the Nasdaq Stock Issuance Proposal will not be presented at the Special Meeting.

The approval of the Nasdaq Stock Issuance Proposal will require the affirmative vote of the holders 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.

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS THAT AMHC STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE NASDAQ STOCK ISSUANCE PROPOSAL.

The existence of financial and personal interests of one or more of AMHC’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of AMHC and its stockholders and what he or they may believe is best for himself or themselves in determining to recommend that stockholders vote for the proposals. In addition, AMHC’s officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section above entitled “Business Combination Proposal — Interests of AMHC’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

DIRECTOR ELECTION PROPOSAL

At the Special Meeting, it is proposed that five directors will be elected to be the directors of New Jasper upon consummation of the Business Combination. New Jasper’s board of directors will be reclassified following the Closing. The term of office of the Class I director will expire at the first annual meeting of stockholder following the initial reclassification of the board of directors and the Class I director will be elected for a full term of three years. At the second annual meeting of stockholders following such initial reclassification, the term of office of the Class II directors will expire and the Class II directors will be elected for a full term of three years. At the third annual meeting of stockholders following such initial reclassification, the term of office of the Class III directors will expire and the Class III directors will be elected for a full term of three years. At each succeeding annual meeting of stockholders, directors will be elected for a full term of three years to succeed the directors of the class whose terms expire at such annual meeting. Subject to any limitations imposed by applicable law and subject to the rights of the holders of any series of preferred stock to elect directors, any vacancy occurring in New Jasper resulting from death, resignation, disqualification, removal or other causes and any newly created directorship resulting from any increase in the number of directors, will, unless (a) New Jasper’s board of directors determines by resolution that any such vacancies or newly created directorships will be filled by the stockholders or (b) otherwise provided by law, be filled only by the affirmative vote of a majority of the directors then in office, even if less than a quorum, and not by the stockholders.

It is proposed that New Jasper’s board of directors consist of the following directors:

•        Class I director: Kurt von Emster;

•        Class II directors: Anna French, D. Phil. and Judith Shizuru, M.D., Ph.D.; and

•        Class III directors: William Lis and Christian W. Nolet.

Information regarding each nominee is set forth in the section entitled “Management of New Jasper Following the Business Combination.”

Under Delaware law, the election of directors 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 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.

Unless authority is withheld or the shares are subject to a broker non-vote, the proxies solicited by the Board will be voted “FOR” for the election of these nominees. In case any of the nominees becomes unavailable for election of the Board, an event that is not anticipated, the persons named as proxies, or their substitutes, will have full discretion and authority to vote or refrain from voting for any other candidate in accordance with their judgment.

Under the Business Combination Agreement, the approval of the Director Election Proposal is a condition to the adoption of the Business Combination Proposal and vice versa. Accordingly, if the Business Combination Proposal is not approved, the Director Election Proposal will not be presented at the Special Meeting.

Following consummation of the Business Combination, the election of directors of New Jasper will be governed by New Jasper’s Proposed Charter and Proposed Bylaws and the laws of the State of Delaware.

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS THAT AMHC STOCKHOLDERS VOTE “FOR” EACH OF THE NOMINEES LISTED IN THIS PROXY STATEMENT/PROSPECTUS.

The existence of financial and personal interests of one or more of AMHC’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of AMHC and its stockholders and what he or they may believe is best for himself or themselves in determining to recommend that stockholders vote for the proposals. In addition, AMHC’s officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section above entitled “Business Combination Proposal — Interests of AMHC’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

EQUITY INCENTIVE PLAN PROPOSAL

Overview

The following is a summary description of the Equity Incentive Plan as proposed to be adopted by AMHC in connection with the Business Combination. The summary is not a complete statement of the Equity Incentive Plan and is qualified in its entirety by reference to the complete text of the Equity Incentive Plan, a copy of which is attached hereto as Annex D. AMHC stockholders should refer to the Equity Incentive Plan for more complete and detailed information about the terms and conditions of the Equity Incentive Plan. In the event of a conflict between the information in this description and the terms of the Equity Incentive Plan, the Equity Incentive Plan shall control. Unless the context otherwise requires, references in this summary description to “we”, “us” and “our” generally refer to AMHC in the present tense or New Jasper from and after the Business Combination.

Background of the Equity Incentive Plan

On         , 2021, our board of directors adopted, subject to the approval by our stockholders, the Equity Incentive Plan. The Equity Incentive Plan will become effective on the later of (i) the date on which the Equity Incentive Plan is approved by our stockholders and (ii) the day immediately preceding the date on which the Closing occurs and, if stockholder approval is obtained, New Jasper will be authorized to grant awards to eligible service providers as described below. If the Equity Incentive Plan is not approved by our stockholders, the Equity Incentive Plan will not become effective and New Jasper will not be able to grant equity awards under the Equity Incentive Plan. We believe our ability to recruit and retain top talent will be adversely affected if the Equity Incentive Plan is not approved.

Summary of the Equity Incentive Plan

Purpose of the Equity Incentive Plan

The purpose of the Equity Incentive Plan is to secure and retain the services of employees, directors and consultants, to provide incentives for such persons to exert maximum efforts for our success and to provide a means by which such persons may be given an opportunity to benefit from increases in value of the New Jasper Common Stock through the granting of awards under the Equity Incentive Plan. We believe that the awards to be issued under the Equity Incentive Plan will motivate award recipients to offer their maximum effort to New Jasper and help focus them on the creation of long-term value consistent with the interests of our stockholders. We believe that grants of incentive awards are necessary to enable New Jasper to attract and retain top talent.

Awards

The Equity Incentive Plan provides for the grant of incentive stock options (“ISOs”) within the meaning of Section 422 of the Code, to our employees and our parent and subsidiary corporations’ employees, and for the grant of nonstatutory stock options (“NSOs”), stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of awards to our employees, directors and consultants and any of our affiliates’ employees and consultants. As of August 15, 2021, there were approximately 24 employees, including three executive officers, five non-employee directors and twenty consultants eligible to be granted awards under the Equity Incentive Plan.

Authorized Shares

Initially, the maximum number of shares of our common stock that may be issued under the Equity Incentive Plan after it becomes effective will not exceed (i) 4,400,000 shares of our common stock, plus (ii) an additional number of shares equal to the number of shares of our common stock subject to outstanding awards granted under our 2019 EIP (as defined below) that, following the effective date of the Equity Incentive Plan, (a) are not issued because the award or any portion of the award expires or otherwise terminates without all of the shares covered by the award having been issued, (b) are withheld or reacquired to satisfy the exercise, strike or purchase price or (c) are withheld or reacquired to satisfy a tax withholding obligation. In addition, the number of shares of our common stock that will be reserved for issuance under the Equity Incentive Plan will automatically increase on January 1 of each year for a period of ten years, beginning on January 1, 2022 and ending on (and including) January 1,

2031, in an amount equal to the lesser of (1) 4% of the total number of shares of our common stock outstanding on December 31 of the immediately preceding year or (2) 2,750,000 shares of common stock; provided, however, that our board of directors may act prior to January 1 of a given year to provide that the increase for such year will be a lesser number of shares of common stock . Notwithstanding anything to the contrary in the foregoing sentence, the aggregate maximum number of shares of our common stock that may be issued on the exercise of ISOs under the Equity Incentive Plan is 4,400,000 shares, which amount will be increased commencing on January 1, 2022 and ending on (and including) January 1, 2031, in an amount equal to the lesser of (i) 4% of the total number of shares of common stock outstanding on December 31 of the preceding year, (ii) 2,750,000 shares of common stock, and (iii) such amount as may be determined by our board of directors. All of the foregoing share numbers are subject to adjustment as necessary to implement any changes in our capital structure (as described below).

Shares subject to awards that will be granted under the Equity Incentive Plan that expire or terminate without being exercised in full will not reduce the number of shares available for issuance under the Equity Incentive Plan. The settlement of any portion of an award in cash will not reduce the number of shares available for issuance under the Equity Incentive Plan. Shares withheld under an award to satisfy the exercise, strike or purchase price of an award or to satisfy a tax withholding obligation will not reduce the number of shares that will be available for issuance under the Equity Incentive Plan. With respect to a stock appreciation right, only shares of common stock that are issued upon settlement of the stock appreciation right will count towards reducing the number of shares available for issuance under the Equity Incentive Plan. If any shares of our common stock issued pursuant to an award are forfeited back to or repurchased or reacquired by us (i) because of a failure to meet a contingency or condition required for the vesting of such shares; (ii) to satisfy the exercise, strike or purchase price of an award; or (iii) to satisfy a tax withholding obligation in connection with an award, the shares that are forfeited or repurchased or reacquired will revert to and again become available for issuance under the Equity Incentive Plan. The closing price of a share of our Class A Common Stock on August 20, 2021 was $9.93 per share.

Plan Administration

Our board of directors, or a duly authorized committee of our board of directors, will administer the Equity Incentive Plan. Our board of directors, or a duly authorized committee of our board of directors, may, in accordance with the terms of the Equity Incentive Plan, delegate to one or more of our officers the authority to (i) designate employees (other than officers) to be recipients of specified awards, and to the extent permitted by applicable law, the terms of such awards; and (ii) determine the number of shares subject to such awards granted to such employees. Under the Equity Incentive Plan, our board of directors, or a duly authorized committee of our board of directors, will have the authority to determine: award recipients; how and when each award will be granted; the types of awards to be granted; the provisions of each award, including the period of exercisability and the vesting schedule applicable to an award; the number of shares or cash equivalent subject to each award; the fair market value applicable to an award; and the terms of any performance award that is not valued in whole or in part by reference to, or otherwise based on, common stock, including the amount of cash payment or other property that may be earned and the timing of payment.

Under the Equity Incentive Plan, (i) our board of directors will not, without stockholder approval, (A) reduce the exercise or strike price of an option or stock appreciation right (other than in connection with a capitalization adjustment), and (B) at any time when the exercise or strike price of an option or stock appreciation right is above the fair market value of a share of our common stock, cancel and re-grant or exchange such option or stock appreciation right for a new award with a lower (or no) purchase price or for cash, and (ii) a participant’s rights under any award will not be materially adversely affected without the participant’s written consent.

We will also designate a plan administrator to administer the day-to-day operations of the Equity Incentive Plan.

Stock Options

Options will be granted under stock option agreements adopted by our board of directors. Each option will be designated in writing as an ISO or an NSO. Our board of directors will determine the exercise price for stock options, within the terms and conditions of the Equity Incentive Plan, except the exercise price of a stock option generally will not be less than 100% of the fair market value of our common stock on the date of grant. Options granted under the Equity Incentive Plan will vest at the rate specified in the stock option agreement as will be determined by our board of directors. The terms and conditions of separate options need not be identical.

No option will be exercisable after the expiration of ten years (or five years in the case of ISOs granted to a person who owns or is deemed to own stock possessing more than 10% of our total combined voting power or that of any of our parent or subsidiary corporations) or a shorter period specified in the applicable award agreement. Unless the terms of an optionholder’s stock option agreement, or other written agreement between us and the recipient, provide otherwise, if an optionholder’s service relationship with us or any of our affiliates ceases for any reason other than disability, death, or cause, the optionholder may generally exercise any vested options for a period of three months following the cessation of service. If an optionholder’s service relationship with us or any of our affiliates ceases due to death, or an optionholder dies within a certain period following cessation of service, the optionholder or a beneficiary may generally exercise any vested options for a period of 18 months following the date of death. If an optionholder’s service relationship with us or any of our affiliates ceases due to disability, the optionholder may generally exercise any vested options for a period of 12 months following the cessation of service. In the event of a termination for cause, options generally terminate upon the termination date. An optionholder may not exercise an option at any time that the issuance of shares upon such exercise would violate applicable law. Unless provided otherwise in the optionholder’s stock option agreement or other written agreement between an optionholder and us, if an optionholder’s service relationship with us or any of our affiliates ceases for any reason other than for cause and, at any time during the last thirty days of the applicable post-termination exercise period: (i) the exercise of the optionholder’s option would be prohibited solely because the issuance of shares upon such exercise would violate applicable law, or (ii) the immediate sale of any shares issued upon such exercise would violate our trading policy, then the applicable post-termination exercise period will be extended to the last day of the calendar month that begins after the date the award would otherwise expire, with an additional extension of the exercise period to the last day of the next calendar month to apply if any of the foregoing restrictions apply at any time during such extended exercise period. There is no limitation as to the maximum permitted number of extensions. However, in no event may an option be exercised beyond the expiration of its term.

Acceptable consideration for the purchase of common stock issued upon the exercise of a stock option will be determined by our board of directors and may include (i) cash or check, bank draft or money order payable to us; (ii) a broker-assisted cashless exercise; (iii) subject to certain conditions, the tender of shares of our common stock previously owned by the optionholder; (iv) a net exercise of the option if it is an NSO; or (v) other legal consideration acceptable to our board of directors.

Unless our board of directors provides otherwise, options or stock appreciation rights generally will not be transferable except by will or the laws of descent and distribution. Subject to approval of our board of directors or a duly authorized officer, an option may be transferred pursuant to a domestic relations order, official marital settlement agreement, or other divorce or separation instrument.

Limitations on ISOs

The aggregate fair market value, determined at the time of grant, of our common stock with respect to ISOs that are exercisable for the first time by an optionholder during any calendar year under all of our stock plans may not exceed $100,000. Options or portions thereof that exceed such limit will generally be treated as NSOs. No ISO may be granted to any person who, at the time of the grant, owns or is deemed to own stock possessing more than 10% of our total combined voting power or that of any of our parent or subsidiary corporations unless (i) the option exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant; and (ii) the term of the ISO does not exceed five years from the date of grant.

Restricted Stock Unit Awards

Subject to the terms of the Equity Incentive Plan, each restricted stock unit award will have such terms and conditions as determined by our board of directors. A restricted stock unit award represents a participant’s right to be issued on a future date the number of shares of our common stock that is equal to the number of restricted stock units subject to the award. A participant will not have voting or any other rights as a stockholder of ours with respect to any restricted stock unit award (unless and until shares are actually issued in settlement of a vested restricted stock unit award). A restricted stock unit award will be granted in consideration for a participant’s services to us or an affiliate, such that the participant will not be required to make any payment to us (other than such services) with respect to the grant or vesting of the restricted stock unit award, or the issuance of any shares pursuant to the restricted stock unit award. Our board of directors may determine that restricted stock unit awards may be granted in consideration for any form of legal consideration that may be acceptable to our board of directors and permissible under applicable law. A

restricted stock unit award may be settled by cash, delivery of stock (or any combination of our common stock and cash), or in any other form of consideration determined by our board of directors and set forth in the restricted stock unit award agreement. At the time of grant, our board of directors may impose such restrictions or conditions on the award of restricted stock units that delay delivery to a date following the vesting of the award. Additionally, dividend equivalents may be paid or credited in respect of shares covered by a restricted stock unit award. Except as otherwise provided in the applicable award agreement, or other written agreement between us and the recipient, restricted stock unit awards that have not vested will be forfeited once the participant’s continuous service ends for any reason.

Restricted Stock Awards

Restricted stock awards will be granted under restricted stock award agreements adopted by our board of directors. A restricted stock award may be awarded in consideration for cash, check, bank draft or money order, past or future services to us or any of our affiliates, or any other form of legal consideration that may be acceptable to our board of directors and permissible under applicable law. Our board of directors will determine the terms and conditions of restricted stock awards, including vesting and forfeiture terms. Dividends may be paid or credited with respect to shares subject to a restricted stock award, as determined by our board of directors and specified in the applicable restricted stock award agreement. If a participant’s service relationship with us ends for any reason, we may receive any or all of the shares of common stock held by the participant that have not vested as of the date the participant terminates service with us through a forfeiture condition or a repurchase right.

Stock Appreciation Rights

Stock appreciation rights will be granted under stock appreciation right agreements adopted by our board of directors and denominated in shares of common stock equivalents. The terms of separation stock appreciation rights need not be identical. Our board of directors will determine the purchase price or strike price for a stock appreciation right, which generally will not be less than 100% of the fair market value of our common stock on the date of grant. A stock appreciation right granted under the Equity Incentive Plan will vest at the rate specified in the stock appreciation right agreement as will be determined by our board of directors. Stock appreciation rights may be settled in cash or shares of our common stock (or any combination of our common stock and cash) or in any other form of payment, as determined by our board of directors and specified in the stock appreciation right agreement.

Our board of directors will determine the term of stock appreciation rights granted under the Equity Incentive Plan, up to a maximum of 10 years. If a participant’s service relationship with us or any of our affiliates ceases for any reason other than cause, disability, or death, the participant may generally exercise any vested stock appreciation right for a period of three months following the cessation of service. If a participant’s service relationship with us or any of our affiliates ceases due to death, or a participant dies within a certain period following cessation of service, the participant or a beneficiary may generally exercise any vested stock appreciation rights for a period of 18 months following the date of death. If a participant’s service relationship with us or any of our affiliates ceases due to disability, the participant may generally exercise any vested stock appreciation rights for a period of 12 months following the cessation of service. In the event of a termination for cause, stock appreciation rights generally terminate upon the termination date. A holder of a stock appreciation right may not exercise a stock appreciation right at any time that the issuance of shares upon such exercise would violate applicable law. Unless provided otherwise in the stock appreciation right agreement or other written agreement between the participant and us, if a participant’s service relationship with us or any of our affiliates ceases for any reason other than for cause and, at any time during the last thirty days of the applicable post-termination exercise period: (i) the exercise of the participant’s stock appreciation right would be prohibited solely because the issuance of shares upon such exercise would violate applicable law, or (ii) the immediate sale of any shares issued upon such exercise would violate our trading policy, then the applicable post-termination exercise period will be extended to the last day of the calendar month that begins after the date the award would otherwise expire, with an additional extension of the exercise period to the last day of the next calendar month to apply if any of the foregoing restrictions apply at any time during such extended exercise period. There is no limitation as to the maximum permitted number of extensions. However, in no event may a stock appreciation right be exercised beyond the expiration of its term.

Performance Awards

The Equity Incentive Plan will permit the grant of performance awards that may be settled in stock, cash or other property. Performance awards may be structured so that the stock or cash will be issued or paid only following the achievement of certain pre-established performance goals during a designated performance period.

Performance awards that are settled in cash or other property are not required to be valued in whole or in part by reference to, or otherwise based on, our common stock. The performance goals may be based on any measure of performance selected by our board of directors. The performance goals may be based on company-wide performance or performance of one or more business units, divisions, affiliates, or business segments, and may be either absolute or relative to the performance of one or more comparable companies or the performance of one or more relevant indices. Unless specified otherwise by our board of directors at the time the performance award is granted, our board of directors will appropriately make adjustments in the method of calculating the attainment of performance goals for a performance period as follows: (i) to exclude restructuring and/or other nonrecurring charges; (ii) to exclude exchange rate effects; (iii) to exclude the effects of changes to generally accepted accounting principles; (iv) to exclude the effects of any statutory adjustments to corporate tax rates; (v) to exclude the effects of items that are “unusual” in nature or occur “infrequently” as determined under generally accepted accounting principles; (vi) to exclude the dilutive effects of acquisitions or joint ventures; (vii) to assume that any business divested by us achieved performance objectives at targeted levels during the balance of a performance period following such divestiture; (viii) to exclude the effect of any change in the outstanding shares of our common stock by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change, or any distributions to common stockholders other than regular cash dividends; (ix) to exclude the effects of stock based compensation and the award of bonuses under our bonus plans; (x) to exclude costs incurred in connection with potential acquisitions or divestitures that are required to be expensed under generally accepted accounting principles; and (xi) to exclude the goodwill and intangible asset impairment charges that are required to be recorded under generally accepted accounting principles.

Our board of directors retains the discretion to reduce or eliminate the compensation or economic benefit due upon attainment of performance goals and to define the manner of calculating the performance criteria it selects to use for the performance period. Partial achievement of the specified criteria may result in the payment or vesting corresponding to the degree of achievement as specified in the performance award agreement or the written terms of a performance cash award. Our board of directors will determine the length of any performance period, the performance goals to be achieved during a performance period and the other terms and conditions of such awards.

Other Stock Awards

Our board of directors will be permitted to grant other awards, based in whole or in part by reference to, or otherwise based on, our common stock, either alone or in addition to other awards. Our board of directors will have the sole and complete discretion to determine the persons to whom and the time or times at which other stock awards will be granted, the number of shares under the other stock award (or cash equivalent) and all other terms and conditions of such awards.

Non-Employee Director Compensation Limit

The aggregate value of all compensation granted or paid following the effective date of the Equity Incentive Plan to any individual for service as a non-employee director with respect to any fiscal year, including awards granted under the Equity Incentive Plan (valued based on the grant date fair value for financial reporting purposes) and cash fees paid by us to such non-employee director, will not exceed $750,000 in total value, except such amount will increase to $1,000,000 for the year in which a non-employee director is first appointed or elected to our board of directors.

Changes to Capital Structure

In the event there is a specified type of change in our capital structure, such as a stock split, reverse stock split, or recapitalization, our board of directors will appropriately and proportionately adjust (i) the class and maximum number of shares subject to the Equity Incentive Plan and the maximum number of shares by which the share reserve may annually increase pursuant to the Equity Incentive Plan; (ii) the class and maximum number of shares that may be issued on the exercise of ISOs; and (iii) the class and number of shares and exercise price, strike price, or purchase price, if applicable, of all outstanding awards granted under the Equity Incentive Plan.

Corporate Transactions.

In the event of a corporate transaction (as defined below), unless otherwise provided in a participant’s award agreement or other written agreement with us or one of our affiliates or unless otherwise expressly provided by our

board of directors at the time of grant, any awards outstanding under the Equity Incentive Plan may be assumed, continued or substituted for, in whole or in part, by any surviving or acquiring corporation (or its parent company), and any reacquisition or repurchase rights held by us with respect to our common stock issued pursuant to awards may be assigned to the successor (or its parent company). If the surviving or acquiring corporation (or its parent company) does not assume, continue or substitute for such awards, then (i) with respect to any such awards that are held by participants whose continuous service has not terminated prior to the effective time of the corporate transaction, or current participants, the vesting (and exercisability, if applicable) of such awards will be accelerated in full (or, in the case of performance awards with multiple vesting levels depending on the level of performance, unless provided otherwise in the applicable award agreement, vesting will accelerate at 100% of the target level) to a date prior to the effective time of the corporate transaction (contingent upon the effectiveness of the corporate transaction), and such awards will terminate if not exercised (if applicable) at or prior to the effective time of the corporate transaction, and any reacquisition or repurchase rights held by us with respect to such awards will lapse (contingent upon the effectiveness of the corporate transaction); and (ii) any such awards that are held by persons other than current participants will terminate if not exercised (if applicable) prior to the occurrence of the corporate transaction, except that any reacquisition or repurchase rights held by us with respect to such awards will not terminate and may continue to be exercised notwithstanding the corporate transaction.

In the event an award will terminate if not exercised prior to the effective time of a corporate transaction, our board of directors may provide, in its sole discretion, that the holder of such award may not exercise such award but instead will receive a payment, in such form as may be determined by our board of directors, equal in value to the excess (if any) of (i) the value of the property the participant would have received upon the exercise of the award, over (ii) any per share exercise price payable by such holder, if applicable. As a condition to the receipt of an award, a participant will be deemed to have agreed that the award will be subject to the terms of any agreement under the Equity Incentive Plan governing a corporate transaction involving us.

Under the Equity Incentive Plan, a “corporate transaction” generally will be the consummation, in a single transaction or in a series of related transactions, of (i) a sale or other disposition of all or substantially all, as determined by our board of directors, of our consolidated assets; (ii) a sale or other disposition of at least 50% of our outstanding securities; (iii) a merger, consolidation or similar transaction following which we are not the surviving corporation; or (iv) a merger, consolidation or similar transaction following which we are the surviving corporation but the shares of our common stock outstanding immediately prior to such transaction are converted or exchanged into other property by virtue of the transaction.

Transferability.

Except as expressly provided in the Equity Incentive Plan or the form of award agreement, awards granted under the Equity Incentive Plan may not be transferred or assigned by a participant. After the vested shares subject to an award have been issued, or in the case of a restricted stock award and similar awards, after the issued shares have vested, the holder of such shares is free to assign, hypothecate, donate, encumber or otherwise dispose of any interest in such shares provided that any such actions are in compliance with the provisions herein, the terms of our trading policy and applicable law.

Clawback/Recovery

All awards granted under the Equity Incentive Plan will be subject to recoupment in accordance with any clawback policy that we are required to adopt pursuant to the listing standards of any national securities exchange or association on which our securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law and any clawback policy that we otherwise adopt, to the extent applicable and permissible under applicable law. In addition, our board of directors may impose such other clawback, recovery or recoupment provisions in an award agreement as our board of directors determines necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of common stock or other cash or property upon the occurrence of cause.

Amendment or Termination

Our board of directors may accelerate the time at which an award granted under the Equity Incentive Plan may first be exercised or the time during which an award grant under the Equity Incentive Plan or any part thereof

will vest, notwithstanding the provisions in the award agreement stating the time at which it may first be exercised or the time during which it will vest. Our board of directors will have the authority to amend, suspend, or terminate the Equity Incentive Plan at any time, provided that such action does not materially impair the existing rights of any participant without such participant’s written consent. Certain material amendments will also require the approval of our stockholders. No ISOs may be granted after the tenth anniversary of the date our board of directors adopts the Equity Incentive Plan. No awards may be granted under the Equity Incentive Plan while it is suspended or after it is terminated.

Certain U.S. Federal Income Tax Aspects of Awards Under the Equity Incentive Plan

The following is a general summary under current law of the material federal income tax consequences to participants in the Equity Incentive Plan under U.S. law. This summary deals with the general tax principles that apply and is provided only for general information. Certain types of taxes, such as state and local income taxes and taxes imposed by jurisdictions outside the U.S., are not discussed. Tax laws are complex and subject to change and may vary depending on individual circumstances and from locality to locality. The summary does not discuss all aspects of income taxation that may be relevant to a participant in light of his or her personal investment circumstances and this summarized tax information is not tax advice.

Section 162(m) of the Code

Section 162(m) of the Code generally limits to $1 million the amount that a publicly-held corporation is allowed each year to deduct for the compensation paid to the corporation’s chief executive officer, chief financial officer and certain of the corporation’s current and former executive officers.

Stock Options

A participant will not recognize taxable income at the time an option is granted, and we will not be entitled to a tax deduction at that time. A participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) upon exercise of an NSO equal to the excess of the fair market value of the shares purchased over their purchase price, and we will be entitled to a corresponding deduction, except to the extent the deduction limits of Section 162(m) of the Code apply. A participant will not recognize income (except for purposes of the alternative minimum tax) upon exercise of an ISO. If the shares acquired by exercise of an ISO are held for at least two years from the date the option was granted and one year from the date it was exercised, any gain or loss arising from a subsequent disposition of those shares will be taxed as long-term capital gain or loss, and we will not be entitled to any deduction. If, however, such shares are disposed of within either of the above-described periods, then in the year of that disposition, the participant will recognize compensation taxable as ordinary income equal to the excess of the lesser of (i) the amount realized upon that disposition, and (ii) the excess of the fair market value of those shares on the date of exercise over the exercise price, and we will be entitled to a corresponding deduction, except to the extent the deduction limits of Section 162(m) of the Code apply.

Stock Appreciation Rights

A participant will not recognize taxable income at the time a stock appreciation right is granted, and we will not be entitled to a tax deduction at that time. Upon exercise, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) in an amount equal to the fair market value of any shares delivered and the amount of cash paid upon settlement. This amount is deductible by us as a compensation expense, except to the extent the deduction limits of Section 162(m) of the Code apply.

Restricted Stock

A participant will not recognize taxable income at the time restricted stock is granted, and we will not be entitled to a tax deduction at that time, unless the participant makes an election to be taxed at that time. If such an election is made, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) at the time of the grant in an amount equal to the excess of the fair market value for the shares at such time over the amount, if any, paid for those shares. If such election is not made, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) at the time the restrictions constituting a substantial risk of forfeiture lapse in an amount equal to the

excess of the fair market value of the shares at such time over the amount, if any, paid for those shares. The amount of ordinary income recognized by making the above-described election or upon the lapse of restrictions is deductible by us as compensation expense, except to the extent the deduction limits of Section 162(m) of the Code apply.

Restricted Stock Units and Performance Awards

A participant will not recognize taxable income at the time that restricted stock units or performance awards are granted, and we will not be entitled to a tax deduction at that time. Upon settlement of restricted stock units or performance awards, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) in an amount equal to the fair market value of any shares or other consideration delivered and the amount of any cash paid by us. The amount of ordinary income recognized is deductible by us as compensation expense, except to the extent the deduction limits of Section 162(m) of the Code apply.

Other Stock Awards

The tax consequences associated with any other stock award will vary depending on the specific terms of such award. Among the relevant factors are whether or not the award has a readily ascertainable fair market value, whether or not the award is subject to forfeiture provisions or restrictions on transfer, the nature of the property to be received by the participant under the award, and the participant’s holding period and tax basis for the award or underlying shares of common stock.

The tax consequences for equity awards outside of the U.S. may differ significantly from the U.S. federal income tax consequences described above.

New Plan Benefits

Grants of awards under the Equity Incentive Plan are subject to the discretion of our board of directors. Therefore, it is not possible to determine the future benefits that will be received by participants under the Equity Incentive Plan.

Interests of Certain Persons in this Proposal

AMHC’s directors and executive officers may be considered to have an interest in the approval of the Equity Incentive Plan because they may in the future receive awards under the Equity Incentive Plan. Nevertheless, the Board believes that it is important to provide incentives and rewards for superior performance and the retention of executive officers and experienced directors by adopting the Equity Incentive Plan.

Vote Required

The approval of the Equity Incentive Plan Proposal requires 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.

Under the Business Combination Agreement, the approval of the Equity Incentive Plan Proposal is a condition to the adoption of the Business Combination Proposal and vice versa. Accordingly, if the Business Combination Proposal is not approved, the Equity Incentive Plan Proposal will not be presented at the Special Meeting.

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS THAT AMHC STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE EQUITY INCENTIVE PLAN PROPOSAL.

The existence of financial and personal interests of one or more of AMHC’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of AMHC and its stockholders and what he or they may believe is best for himself or themselves in determining to recommend that stockholders vote for the proposals. In addition, AMHC’s officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section above entitled “Business Combination Proposal — Interests of AMHC’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

ESPP PROPOSAL

Overview

The following is a summary description of the ESPP as proposed to be adopted by AMHC in connection with the Business Combination. The summary is not a complete statement of the ESPP and is qualified in its entirety by reference to the complete text of the ESPP, a copy of which is attached hereto as Annex E. AMHC stockholders should refer to the ESPP for more complete and detailed information about the terms and conditions of the ESPP. In the event of a conflict between the information in this description and the terms of the ESPP, the ESPP shall control. Unless the context otherwise requires, references in this summary description to “we”, “us” and “our” generally refer to AMHC in the present tense or New Jasper from and after the Business Combination.

Background of the ESPP

On         , 2021, our board of directors adopted, subject to the approval by our stockholders, the ESPP. The ESPP will become effective on the date on which the ESPP is approved by our stockholders. If the ESPP is not approved by our stockholders, the ESPP will not become effective. We believe our ability to recruit and retain top talent will be adversely affected if the ESPP is not approved.

Summary of the ESPP

Purpose

The purpose of the ESPP is to secure the services of new employees, to retain the services of existing employees, and to provide incentives for such individuals to exert maximum efforts toward our success and that of our related corporations. The ESPP will include two components. One component is designed to allow eligible U.S. employees to purchase our common stock in a manner that may qualify for favorable tax treatment under Section 423 of the Code (the “423 Component”) and accordingly, it will be construed in a manner that is consistent with the requirements of Section 423 of the Code. We intend (but make no undertaking or representation to maintain) the 423 Component to qualify as an employee stock purchase plan, as that term is defined in Section 423(b) of the Code. The other component will permit the grant of purchase rights that do not qualify for such favorable tax treatment (the “Non-423 Component”) in order to allow deviations necessary to permit participation by eligible employees who are foreign nationals or employed outside of the U.S. while complying with applicable foreign laws, and except as otherwise provided in the ESPP or determined by our board of directors, it will operate and be administered in the same manner as the 423 Component.

Share Reserve

Initially, the maximum number of shares of our common stock that may be issued under the ESPP will not exceed 550,000 shares of our common stock. The number of shares of our common stock that will be reserved for issuance will automatically increase on January 1 of each year for a period of ten years, commencing on January 1 following the year in which the ESPP is adopted by our board of directors and approved by our stockholders and ending on (and including) January 1, 2031, in an amount equal to the lesser of (i) 1% of the total number of shares of our common stock outstanding on December 31 of the immediately preceding calendar year; and (ii) 550,000 shares, provided however, that our board of directors may act prior to January 1 of a given calendar year to provide that there will be no increase for such calendar year or the increase for such year will be a lesser number of shares than the amount set forth in clauses (i) and (ii) above. For the avoidance of doubt, up to the maximum number of shares of our common stock reserved may be used to satisfy purchases of our common stock under the 423 Component and any remaining portion of such maximum number of shares may be used to satisfy the purchases of our common stock under the Non-423 Component. The closing price of a share of our Class A Common Stock on August 20, 2021 was $9.93 per share.

If any purchase right granted under the ESPP terminates without having been exercised in full, the shares of our common stock not purchased under such purchase right will again become available for issuance under the ESPP.

The common stock purchasable under the ESPP will be shares of authorized but unissued or reacquired common stock, including shares repurchased by us on the open market.

Administration

Our board of directors will administer the ESPP. Our board of directors may delegate some or all of the administration of the ESPP to a committee or committees of our board of directors. All references to our board of directors in this proposal shall include a duly authorized committee of our board of directors except where the context dictates otherwise. Further, to the extent not prohibited by applicable law, our board of directors may, from time to time, delegate some or all of its authority under the ESPP to one or more of our officers or other persons or groups of persons as it deems necessary, appropriate or advisable under conditions or limitations that it may set at or after the time of the delegation. Our board of directors will have the authority to determine how and when purchase rights are granted and the provisions of each offering; to designate, from time to time, which of our related corporations will be eligible to participate in the 423 Component or the Non-423 Component, or which related corporations will be eligible to participate in each separate offering; to construe and interpret the ESPP and purchase rights thereunder, and to establish, amend and revoke rules and regulations for the ESPP’s administration; to settle all controversies regarding the ESPP and purchase rights granted thereunder; to amend, suspend or terminate the ESPP; to exercise such powers and to perform such acts as it deems necessary or expedient to promote the best interests of us and our related corporations and to carry out the intent of the ESPP to be treated as an employee stock purchase plan with respect to the 423 Component; and to adopt such rules, procedures and sub-plans as are necessary or appropriate to permit or facilitate participation in the ESPP by employees who are foreign nationals or employed or located outside the United States.

All determinations, interpretations and constructions made by our board of directors in good faith will not be subject to review by any person and will be final, binding and conclusive on all persons.

Offerings

Our board of directors may grant or provide for the grant of purchase rights to eligible employees under an offering (consisting of one or more purchase periods) on an offering date or offering dates selected by our board of directors. Each offering will be in the form and will contain those terms and conditions as our board of directors deems appropriate, and, with respect to the 423 Component, will comply with the requirements of Section 423(b)(5) of the Code. The provisions of separate offerings do not need to be identical, but each offering will include the period during which the offering will be effective, which period will not exceed 27 months beginning with the offering date, and the substance of the applicable provisions contained in the ESPP.

If a participant has more than one purchase right outstanding under the ESPP, unless he or she otherwise indicates in forms delivered to us or a third party designee of ours: (i) each form will apply to all of his or her purchase rights under the ESPP, and (ii) a purchase right with a lower exercise price (or an earlier-granted purchase right, if different purchase rights have identical exercise prices) will be exercised to the fullest possible extent before a purchase right with a higher exercise price (or a later-granted purchase right if different purchase rights have identical exercise prices) will be exercised.

Our board of directors will have the discretion to structure an offering so that if the fair market value of a share of our common stock on the first trading day of a new purchase period within that offering is less than or equal to the fair market value of a share of our common stock on the first day of that offering, then (i) that offering will terminate immediately as of that first trading day, and (ii) the participants in such terminated offering will be automatically enrolled in a new offering beginning on the first trading day of such new purchase period.

Eligibility

Generally, purchase rights may only be granted to employees, including executive officers, employed by us (or by any of our affiliates or related corporations as designated by our board of directors) on the first day of an offering if such employee has been employed by us or by one of our designated affiliates or related corporations for such continuous period preceding such date (not to exceed two years) as our board of directors may require. Our board of directors may (unless prohibited by applicable law) require that employees have to satisfy one or both of the following service requirements with respect to the 423 Component: (i) being customarily employed by us, or any of our related corporations or affiliates, for more than 20 hours per week and more than five months per calendar year; or (ii) such other criteria as our board of directors may determine consistent with Section 423 of the Code with respect to the 423 Component. Our board of directors may provide that each person who, during the course of an offering, first becomes an eligible employee will, on the date or dates specified in the offering which coincides with

the day on which the person becomes an eligible employee or which occurs thereafter, receive a purchase right under that offering, and the purchase right will thereafter be deemed to be part of the offering with substantially identical characteristics. No employee will be eligible for the grant of any purchase rights under the ESPP if immediately after such rights are granted, such employee owns stock possessing five percent or more of the total combined voting power or value of all classes of our outstanding capital stock (or the stock of any related corporation) determined in accordance with the rules of Section 424(d) of the Code. As specified by Section 423(b)(8) of the Code, an employee may be granted purchase rights only if such purchase rights, together with any other rights granted under all employee stock purchase plans of ours or any of our related corporations, do not permit such employee’s rights to purchase our stock or the stock of any of our related corporations to accrue at a rate which, when aggregated, exceeds $25,000 (based on the fair market value per share of such common stock on the date that the purchase right is granted) for each calendar year such purchase rights are outstanding at any time. Our board of directors may also exclude from participation in the ESPP or any offering employees of ours, or of any of our related corporation, who are highly compensated employees, as within the meaning of Section 423(b)(4)(D) of the Code, or a subset of such highly compensated employees. As of August 15, 2021, there were approximately 24 employees, including three executive officers, who would have been eligible to participate in the ESPP (non-employee directors and consultants are not eligible to participate in the ESPP).

Notwithstanding anything in the foregoing paragraph to the contrary, in the case of an offering under the Non-423 Component, an employee (or a group of employees) may be excluded from participation in the ESPP or an offering if our board of directors has determined, in its sole discretion, that participation of such employee is not advisable or practical for any reason.

Purchase Rights; Purchase Price

On the first day of each offering, each eligible employee, pursuant to an offering made under the ESPP, will be granted a purchase right to purchase up to that number of shares purchasable either with a percentage or with a maximum dollar amount, as designated by our board of directors, which will not exceed 15% of such employee’s earnings (as defined by our board of directors) during each period that begins on the first day of the offering (or such later date as our board of directors determines for a particular offering) and ends on the date stated in the offering, which date will be no later than the end of the offering. Our board of directors will establish one or more purchase dates during an offering on which purchase rights granted for that offering will be exercised and shares of common stock will be purchased in accordance with such offering. Each eligible employee may purchase of up to 4,000 shares of our common stock in an offering (or such lesser number of shares determined by our board of directors prior to the start of the offering). Our board of directors may also specify (i) a maximum number of shares that may be purchased by any participant on any purchase date during an offering, (ii) a maximum aggregate number of shares that may be purchased by all participants in an offering and/or (iii) a maximum aggregate number of shares that may be purchased by all participants on any purchase date under an offering. If the aggregate number of shares issuable upon exercise of purchase rights granted under the offering would exceed any such maximum aggregate number, then, in the absence of any action by our board of directors otherwise, a pro rata allocation of the shares (rounded down to the nearest whole share) available, based on each participant’s accumulated contributions, will be made in as nearly a uniform manner as will be practicable and equitable.

The purchase price of shares acquired pursuant to purchase rights will not be less than the lesser of (i) 85% of the fair market value of a share of our common stock on the first day of an offering; or (ii) 85% of the fair market value of a share of our common stock on the date of purchase.

Participation; Withdrawal; Termination

An eligible employee may elect to participate in an offering and authorize payroll deductions as the means of making contributions by completing and delivering to us or our designee, within the time specified in the offering, an enrollment form provided by us or our designee. The enrollment form will specify the amount of contributions not to exceed the maximum amount specified by our board of directors. Each participant’s contributions will be credited to a bookkeeping account for the participant under the ESPP and will be deposited with our general funds except where applicable law requires that contributions be deposited with a third party. If permitted in the offering, a participant may begin such contributions with the first payroll occurring on or after the first day of the applicable offering (or, in the case of a payroll date that occurs after the end of the prior offering but before the first day of the next new offering, contributions from such payroll will be included in the new offering). If permitted in the

offering, a participant may thereafter reduce (including to zero) or increase his or her contributions. If required under applicable law or if specifically provided in the offering, in addition to or instead of making contributions by payroll deductions, a participant may make contributions through payment by cash, check or wire transfer prior to a purchase date.

During an offering, a participant may cease making contributions and withdraw from the offering by delivering to us or our designee a withdrawal form provided by us. We may impose a deadline before a purchase date for withdrawing. Upon such withdrawal, such participant’s purchase right in that offering will immediately terminate and we will distribute as soon as practicable to such participant all of his or her accumulated but unused contributions and such participant’s purchase right in that offering shall then terminate. A participant’s withdrawal from that offering will have no effect upon his or her eligibility to participate in any other offerings under the ESPP, but such participant will be required to deliver a new enrollment form to participate in subsequent offerings.

Unless otherwise required by applicable law, purchase rights granted pursuant to any offering under the ESPP will terminate immediately if the participant either (i) is no longer an employee for any reason or for no reason (subject to any post-employment participation period required by applicable law) or (ii) is otherwise no longer eligible to participate. We will distribute the individual’s accumulated but unused contributions as soon as practicable to such individual.

Unless otherwise determined by our board of directors, a participant whose employment transfers or whose employment terminates with an immediate rehire (with no break in service) by or between us and one of our designated companies designated to participate in an offering (or between such designated companies) will not be treated as having terminated employment for purposes of participating in the ESPP or an offering. However, if a participant transfers from an offering under the 423 Component to an offering under the Non-423 Component, the exercise of the participant’s purchase right will be qualified under the 423 Component only to the extent such exercise complies with Section 423 of the Code. If a participant transfers from an offering under the Non-423 Component to an Offering under the 423 Component, the exercise of the purchase right will remain non-qualified under the Non-423 Component. Our board of directors may establish different and additional rules governing transfers between separate offerings within the 423 Component and between offerings under the 423 Component and offerings under the Non-423 Component. Unless otherwise specified in the offering or as required by applicable law, we will have no obligation to pay interest on contributions.

Purchase of Shares

On each purchase date, each participant’s accumulated contributions will be applied to the purchase of shares, up to the maximum number of shares permitted by the ESPP and the applicable offering, at the purchase price specified in the offering. Unless otherwise provided in the offering, if any amount of accumulated contributions remains in a participant’s account after the purchase of shares on the final purchase date of an offering, then such remaining amount will not roll over to the next offering and will instead be distributed in full to such participant after the final purchase date of such offering without interest (unless otherwise required by applicable law). No purchase rights may be exercised to any extent unless the shares of our common stock to be issued upon such exercise under the ESPP are covered by an effective registration statement pursuant to the Securities Act and the ESPP is in material compliance with all applicable U.S. federal and state, foreign and other securities, exchange control and other laws applicable to the ESPP. If on a purchase date the shares of our common stock are not so registered or the ESPP is not in such compliance, no purchase rights will be exercised on such purchase date, and the purchase date will be delayed until the shares of our common stock are subject to such an effective registration statement and the ESPP is in material compliance, except that the purchase date will in no event be more than 27 months from the first day of an offering. If, on the purchase date, as delayed to the maximum extent permissible, the shares of our common stock are not registered and the ESPP is not in material compliance with all applicable laws, as determined by us in our sole discretion, no purchase rights will be exercised and all accumulated but unused contributions will be distributed to the ESPP participants without interest (unless the payment of interest is otherwise required by applicable law).

A participant will not be deemed to be the holder of, or to have any of the rights of a holder with respect to, shares of our common stock subject to purchase rights unless and until the participant’s shares of our common stock acquired upon exercise of purchase rights are recorded in our books (or the books of Continental).

Changes to Capital Structure

The ESPP provides that in the event of a change in our capital structure through actions such as a stock split, merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend, liquidating dividend, combination of shares, exchange of shares, change in corporate structure, or similar transaction, our board of directors will appropriately and proportionately adjust: (i) the class(es) and maximum number of shares subject to the ESPP; (ii) the class(es) and maximum number of shares by which the share reserve is to increase automatically each year; (iii) the class(es) and number of shares subject to, and purchase price applicable to, outstanding offerings and purchase rights; and (iv) the class(es) and number of shares that are subject to purchase limits under each ongoing offering. Our board of directors will make these adjustments, and its determination will be final, binding and conclusive.

Corporate Transactions

The ESPP provides that in the event of a corporate transaction (as defined below), any then-outstanding rights to purchase our common stock under the ESPP may be assumed, continued, or substituted for by any surviving or acquiring corporation (or its parent company). If the surviving or acquiring corporation (or its parent company) elects not to assume, continue, or substitute for such purchase rights, then (i) the participants’ accumulated payroll contributions will be used to purchase shares of our common stock (rounded down to the nearest whole share) within 10 business days (or such other period specified by our board of directors) before such corporate transaction under the outstanding purchase rights, and such purchase rights will terminate immediately after such purchase, or (ii) our board of directors, in its discretion, may terminate outstanding offerings, cancel the outstanding purchase rights and refund the participants’ accumulated contributions.

Under the ESPP, a “corporate transaction” is generally the consummation, in a single transaction or in a series of related transactions, of: (i) a sale or other disposition of all or substantially all, as determined by our board of directors, of the consolidated assets of us and our subsidiaries; (ii) a sale or other disposition of at least 50% of our outstanding securities; (iii) a merger, consolidation or similar transaction following which we are not the surviving corporation; or (iv) a merger, consolidation or similar transaction following which we are the surviving corporation but the shares of our common stock outstanding immediately prior to such transaction are converted or exchanged into other property by virtue of the transaction.

Transferability

During a participant’s lifetime, purchase rights will be exercisable only by a participant. Purchase rights are not transferable by a participant, except by will, by the laws of descent and distribution, or, if permitted by us, by a beneficiary designation.

Tax Withholding

Each participant must make arrangements, satisfactory to us and any applicable related corporation, to enable us or our related corporation to fulfill any withholding obligation for taxes arising out of or in relation to a participant’s participation in the ESPP. In our sole discretion and subject to applicable law, such withholding obligation may be satisfied in whole or in part by (i) withholding from the participant’s salary or any other cash payment due to the participant from us or any related corporation; (ii) withholding from the proceeds of the sale of shares of our common stock acquired under the ESPP, either through a voluntary sale or a mandatory sale arranged by us; or (iii) any other method deemed acceptable by our board of directors. We will not be required to issue any shares of our common stock under the ESPP until such obligations are satisfied.

Amendment, Suspension or Termination

Our board of directors will have the authority to amend, suspend or terminate the ESPP. Any benefits, privileges, entitlements and obligations under any outstanding purchase right granted before an amendment, suspension or termination of the ESPP will not be materially impaired by any such amendment, suspension or termination except (i) with the consent of the person to whom such purchase rights were granted, (ii) as necessary to facilitate compliance with any laws, listing requirements, or governmental regulations (including, without limitation, the provisions of Section 423 of the Code), or (iii) as necessary to obtain or maintain favorable tax, listing, or

regulatory treatment. Except with respect to certain changes in our capital structure, stockholder approval is required for any amendment to the ESPP if such approval is required by applicable law or listing requirements. No purchase rights may be granted under the ESPP while it is suspended or after it is terminated.

Certain U.S. Federal Income Tax Aspects of the ESPP

The following is a general summary under current law of the material federal income tax consequences to participants in the ESPP under U.S. law. This summary deals with the general tax principles that apply and is provided only for general information. Certain types of taxes, such as state and local income taxes, are not discussed. Tax laws are complex and subject to change and may vary depending on individual circumstances and from locality to locality. The summary does not discuss all aspects of income taxation that may be relevant to a participant in light of his or her personal investment circumstances. This summarized tax information is not tax advice.

The ESPP is intended to be an employee stock purchase plan within the meaning of Section 423 of the Code. The ESPP also authorizes the grant of rights to purchase shares that do not qualify under Section 423 pursuant to the non-423 component.

423 Component Offerings

Under an employee stock purchase plan that qualifies under Section 423 of the Code, no taxable income will be recognized by a participant, and no deductions will be allowable to us, upon either the grant or the exercise of the purchase rights. Taxable income will not be recognized until there is a sale or other disposition of the shares acquired under the ESPP or in the event that the participant should die while still owning the purchased shares.

If the participant sells or otherwise disposes of the purchased shares (a) within two years after the start date of the offering in which the shares were acquired or (b) within one year after the purchase of the shares, then the participant generally will recognize ordinary income in the year of sale or disposition equal to the amount by which the fair market value of the shares on the purchase date exceeded the purchase price paid for those shares, and we will be entitled to an income tax deduction (subject to applicable limits under the Code), for the taxable year in which such disposition occurs equal in amount to such excess. The amount of this ordinary income will be added to the participant’s basis in the shares, and any resulting gain or loss recognized upon the sale or disposition will be a capital gain or loss. If the shares have been held for more than one year since the date of purchase, the gain or loss will be long-term.

If the participant sells or disposes of the purchased shares more than two years after the start date of the offering in which the shares were acquired and more than one year after the purchase of the shares, then the participant generally will recognize ordinary income in the year of sale or disposition equal to the lesser of (a) the amount by which the fair market value of the shares on the sale or disposition date exceeded the purchase price paid for the shares, or (b) 15% of the fair market value of the shares on the start date of that offering. Any additional gain upon the disposition will be taxed as a long-term capital gain. Alternatively, if the fair market value of the shares on the date of the sale or disposition is less than the purchase price, there will be no ordinary income and any loss recognized will be a long-term capital loss. We will not be entitled to an income tax deduction with respect to such disposition.

Non-423 Component Offerings

If a purchase right is granted under the Non-423 component of the ESPP to a participant who is subject to U.S. federal income tax, the amount equal to the difference between the fair market value of the shares on the purchase date and the purchase price is taxed as ordinary income at the time of such purchase and such income is subject to tax withholding. The amount of such ordinary income will be added to the participant’s basis in the shares, and any additional gain or resulting loss recognized on the disposition of the shares after such basis adjustment will be a capital gain or loss. A capital gain or loss will be long-term if the participant holds the shares for more than one year after the purchase date. We may be entitled to a deduction in the year of purchase equal to the amount of ordinary income realized by the participant.

The tax consequences for shares purchased pursuant to the ESPP by participants who are not subject to U.S. tax law may differ significantly from the U.S. federal income tax consequences described above.

New Plan Benefits

Participation in the ESPP is voluntary and dependent on each eligible employee’s election to participate and the level of his or her payroll deductions. In addition, the number of shares that may be purchased under the ESPP is determined, in part, by the price of our common stock on the first day of each offering or the purchase date. Accordingly, the actual number of shares that may be purchased by any eligible individual in the future is not determinable.

Interests of Certain Persons in this Proposal

Our executive officers may be considered to have an interest in the approval of the ESPP because they may be eligible to participate in the ESPP. Nevertheless, our board of directors believes that it is important to provide incentives and rewards for superior performance and the retention of employees by adopting the ESPP.

Vote Required

The approval of the ESPP Proposal requires 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.

If the Business Combination Proposal is not approved, the ESPP Proposal will not be presented at the Special Meeting.

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS THAT AMHC STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE ESPP PROPOSAL.

The existence of financial and personal interests of one or more of AMHC’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of AMHC and its stockholders and what he or they may believe is best for himself or themselves in determining to recommend that stockholders vote for the proposals. In addition, AMHC’s officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section above entitled “— Interests of AMHC’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

ADJOURNMENT PROPOSAL

The Adjournment Proposal allows the Board to submit a proposal to approve the adjournment of the Special Meeting to a later date or dates (i) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to AMHC stockholders or, if as of the time for which the Special Meeting is scheduled, there are insufficient shares of AMHC Common Stock (either in person or by proxy) to constitute a quorum necessary to conduct business at the Special Meeting, (ii) in order to solicit additional proxies from AMHC stockholders in favor of one or more of the proposals at the Special Meeting or (iii) if the Board determines that one or more of the closing conditions under the Business Combination Agreement is not satisfied or waived. In addition, AMHC’s directors and officers have interests in the Business Combination that may conflict with your interest as a stockholder. See “Business Combination Proposal — Interests of AMHC’s Directors and Executive Officers in the Business Combination.”

Consequence if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is not approved by AMHC’s stockholders, the Board may not be able to adjourn the Special Meeting to a later date in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal or any other proposal.

Votes Required for Approval

The approval of the Adjournment Proposal requires 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 Adjournment Proposal is not conditioned on any other proposal.

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS THAT AMHC STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

The existence of financial and personal interests of one or more of AMHC’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of AMHC and its stockholders and what he or they may believe is best for himself or themselves in determining to recommend that stockholders vote for the proposals. In addition, AMHC’s officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section above entitled “Business Combination Proposal — Interests of AMHC’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

U.S. FEDERAL INCOME TAX CONSIDERATIONS

Material U.S. Federal Income Tax Considerations

The following is a discussion of certain material U.S. federal income tax considerations for holders of our Class A Common Stock that elect to have their shares of Class A Common Stock redeemed for cash upon the closing of the Business Combination. This discussion does not purport to be a complete analysis of all potential tax considerations and is based upon current provisions of the Code, existing Treasury regulations, judicial decisions, published rulings and administrative pronouncements of the United States Internal Revenue Service (“IRS”), all in effect as of the date hereof and all of which are subject to differing interpretations or change. Any such change or differing interpretation, which may be retroactive, could alter the tax considerations described in this summary. No ruling from the IRS has been or will be requested in connection with any redemptions of Class A Common Stock or the Business Combination. Holders of Class A Common Stock should be aware that the IRS could adopt a position which could be sustained by a court contrary to that set forth in this discussion.

This discussion does not address any U.S. state or local or non-U.S. tax considerations, any U.S. non-income tax considerations, such as federal estate and gift taxes, or any alternative minimum tax or Medicare contribution tax considerations. The following discussion applies only to holders of Class A Common Stock who hold such stock as a capital asset within the meaning of the Code (generally, property held for investment). This discussion does not purport to consider all aspects of U.S. federal income taxation that might be relevant to such holders in light of their particular circumstances and does not apply to holders subject to special treatment under the U.S. federal income tax laws, including, without limitation:

•        brokers, dealers or traders in securities;

•        banks, insurance companies, other financial institutions or mutual funds;

•        real estate investment trusts;

•        regulated investment companies;

•        tax-exempt organizations or governmental organizations;

•        pass-through entities such as partnerships, S corporations, disregarded entities for federal income tax purposes and limited liability companies treated as pass-through entities for U.S. federal income tax purposes (and investors therein);

•        persons who hold their shares as part of a hedge, wash sale, synthetic security, conversion transaction or other integrated transaction;

•        persons that have a functional currency other than the U.S. dollar;

•        traders in securities who elect to apply a mark-to-market method of accounting;

•        persons subject to special tax accounting rules as a result of any item of gross income with respect to Class A Common Stock being taken into account in an “applicable financial statement” (as defined in the Code);

•        persons deemed to sell Class A Common Stock under the constructive sale provisions of the Code;

•        persons who acquired their shares of Class A Common Stock pursuant to the exercise of options or otherwise as compensation or through a tax-qualified retirement plan or through the exercise of a warrant or conversion rights under convertible instruments; and

•        certain expatriates or former citizens or long-term residents of the United States.

If an entity that is treated as a partnership for U.S. federal income tax purposes holds Class A Common Stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend upon the status of the partner, the activities of the partnership and certain determinations made at the partner level. If you are a partner of a partnership for U.S. federal income tax purposes, you should consult your tax advisors regarding the tax consequences to you of the redemption of your Class A Common Stock.

STOCKHOLDERS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF ANY REDEMPTION OF CLASS A COMMON STOCK OR THE BUSINESS COMBINATION ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of Class A Common Stock that is, for U.S. federal income tax purposes:

•        an individual who is a citizen or resident of the United States;

•        a corporation or any other entity taxable as a corporation created or organized in or under the laws of the United States, any state thereof, or the District of Columbia;

•        a trust if either (i) a court within the United States is able to exercise primary supervision over the administration of such trust, and one or more United States persons (within the meaning of Section 7701(a)(30) of the Code) is authorized or has the authority to control all substantial decisions of such trust, or (ii) the trust was in existence on August 20, 1996 and has a valid election in effect under applicable Treasury Regulations to be treated as a United States person for U.S. federal income tax purposes; or

•        an estate, the income of which is subject to U.S. federal income tax regardless of its source.

For purposes of this discussion, a “Non-U.S. Holder” is a beneficial owner (other than a partnership for U.S. federal income tax purposes) of Class A Common Stock that is not a U.S. Holder.

U.S. Holders

Redemption of Class A Common Stock

In the event that a U.S. Holder of our Class A Common Stock exercises its redemption rights to receive cash from the trust account as described in this proxy statement/prospectus under the section entitled “Special Meeting of AMHC — Redemption Rights” (which we refer to as a “redemption”), the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale or exchange of the Class A Common Stock under Section 302 of the Code. If the redemption qualifies as a sale or exchange of Class A Common Stock, the U.S. Holder will be treated as described below under “— Taxation of Redemption Treated as an Exchange of Class A Common Stock.” If the redemption does not qualify as a sale or exchange of Class A Common Stock, the U.S. Holder will be treated as receiving a corporate distribution with the tax consequences described below under “— Taxation of Redemption Treated as a Distribution.” Whether a redemption qualifies for sale or exchange treatment will depend largely on the total number of shares of our stock treated as held by the U.S. Holder (including any stock constructively owned by the U.S. Holder as a result of owning warrants) relative to all of our shares outstanding both before and after the redemption.

The redemption of Class A Common Stock generally will be treated as a sale or exchange of the Class A Common Stock (rather than as a corporate distribution) if the redemption (i) is “substantially disproportionate” with respect to the U.S. Holder, (ii) results in a “complete termination” of the U.S. Holder’s interest in us or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. Holder. These tests are explained more fully below.

In determining whether any of the foregoing tests is satisfied, a U.S. Holder takes into account not only stock actually owned by the U.S. Holder, but also shares of our stock that are constructively owned by it. A U.S. Holder may constructively own, in addition to stock owned directly, stock owned by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any stock the U.S. Holder has a right to acquire by exercise of an option, which would generally include Class A Common Stock which could be acquired pursuant to the exercise of the warrants. Moreover, any of our stock that a U.S. Holder directly or constructively acquires pursuant to the Business Combination or the PIPE Investment generally should be included in determining the U.S. federal income tax treatment of the redemption.

In order to meet the substantially disproportionate test, the percentage of our outstanding voting stock actually and constructively owned by the U.S. Holder immediately following the redemption of Class A Common Stock must, among other requirements, be less than 80% of the percentage of our outstanding voting stock actually and constructively owned by the U.S. Holder immediately before the redemption (taking into account both redemptions by other holders of Class A Common Stock and the New Jasper Common Stock and Class A Common Stock to be issued pursuant to the Business Combination and the PIPE Investment, respectively). Since the Class A Common Stock is not entitled to vote for the election of directors prior to the Business Combination, the Class A Common Stock may not be treated as voting stock for this purpose and, consequently, this substantially disproportionate test may not be applicable.

There will be a complete termination of a U.S. Holder’s interest if either (i) all of the shares of our stock actually and constructively owned by the U.S. Holder are redeemed or (ii) all of the shares of our stock actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of stock owned by certain family members and the U.S. Holder does not constructively own any other shares of our stock.

The redemption of the Class A Common Stock will not be essentially equivalent to a dividend if the redemption results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in us. Whether the redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in us will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.”

If none of the foregoing tests is satisfied, then the redemption will be treated as a corporate distribution and the tax effects will be as described below under “— Taxation of Redemption Treated as a Distribution.”

Taxation of Redemption Treated as an Exchange of Class A Common Stock

If the redemption qualifies as a sale or exchange of Class A Common Stock as described above under “— Redemption of Class A Common Stock,” a U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference between the amount of cash received in the redemption and the U.S. Holder’s adjusted tax basis in the Class A Common Stock. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the Class A Common Stock so disposed of exceeds one year. It is unclear, however, whether the redemption rights with respect to the Class A Common Stock may suspend the running of the applicable holding period for this purpose. Long-term capital gains recognized by non-corporate U.S. Holders will be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations.

U.S. Holders who hold different blocks of Class A Common Stock (shares of Class A Common Stock purchased or acquired on different dates or at different prices) generally must apply the above rules separately to each identifiable block of shares of Class A Common Stock.

Taxation of Redemption Treated as a Distribution

If the redemption does not qualify as a sale or exchange of Class A Common Stock as described above under “Redemption of Class A Common Stock,” a U.S. Holder will generally be treated as receiving a distribution in respect of its 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, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in our Class A Common Stock. Any remaining excess will be treated as gain realized on the sale or other disposition of the Class A Common Stock and will be treated as described above under “Taxation of Redemption Treated as an Exchange of Class A Common Stock.” After the application of these rules, any remaining tax basis of the U.S. Holder in the redeemed Class A Common Stock will be added to the U.S. Holder’s adjusted tax basis in its remaining stock, or, if it has none, to the U.S. Holder’s adjusted tax basis in its warrants or possibly in other stock constructively owned by it.

Taxation of Redemption Treated as a Distribution

If the redemption does not qualify as a sale or exchange of Class A Common Stock with respect to a Non-U.S. Holder, such holder will generally be treated as receiving a distribution in respect of Class A Common Stock. In general, such distribution, to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles), will constitute a dividend for U.S. federal income tax purposes and, provided such dividend is not effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States, we will be required to withhold tax from the gross amount of the dividend at a rate of 30%, unless such Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E). Any distribution not constituting a dividend will be treated first as reducing (but not below zero) the Non-U.S. Holder’s adjusted tax basis in its shares of our Class A Common Stock and, to the extent such distribution exceeds the Non-U.S. Holder’s adjusted tax basis, as gain realized from the sale or other disposition of the Class A Common Stock, which will be treated as described above under “— Taxation of Distribution Treated as an Exchange of Class A Common Stock.”

Because (i) it may not be certain at the time a Non-U.S. Holder is redeemed whether such Non-U.S. Holder’s redemption will be treated as a sale or exchange of shares or a distribution constituting a dividend, (ii) such determination will depend in part on a Non-U.S. Holder’s particular circumstances, and (iii) we generally cannot determine at the time we make a distribution whether or not the distribution will exceed our current and accumulated earnings and profits, we or the applicable withholding agent may withhold tax on the entire amount of any redemption proceeds payable to a Non-U.S. Holder at the 30% rate (subject to reduction by an applicable income tax treaty). However, if we or an applicable withholding agent withhold excess amounts from the amount payable to a Non-U.S. Holder, such Non-U.S. Holder generally may obtain a refund of any such excess amounts by timely filing an appropriate claim for refund with the IRS. Non-U.S. Holders should consult their own tax advisors regarding the application of the foregoing rules in light of their particular facts and circumstances and any applicable procedures or certification requirements.

The withholding tax does not apply to dividends paid to a Non-U.S. Holder who provides a Form W-8ECI, certifying that the dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, are also attributable to a permanent establishment or a fixed base in the United States maintained by such Non-U.S. Holder). Instead, the effectively connected dividends will be subject to regular U.S. federal income tax as if the Non-U.S. Holder were a United States resident, subject to an applicable income tax treaty providing otherwise. A Non-U.S. corporation receiving effectively connected dividends may also be subject to an additional “branch profits tax” imposed at a rate of 30% (or a lower applicable treaty rate).

Information Reporting and Backup Withholding

In general, information returns will be filed with the IRS in connection with payments of the redemption proceeds. A Non-U.S. Holder generally will have to comply with certification procedures to establish that it is not a United States person in order to avoid backup withholding requirements. The certification procedures required to claim a reduced rate of withholding under a treaty generally will satisfy the certification requirements necessary to avoid the backup withholding as well.

Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a Non-U.S. Holder will be allowed as a credit against such holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided that the required information is timely furnished to the IRS.

FATCA Withholding Taxes

Provisions of the Code commonly referred to as the Foreign Account Tax Compliance Act, or FATCA, generally impose a 30% withholding tax on dividends on, and (subject to the following paragraph) gross proceeds from the sale or other disposition of, shares of our Class A Common Stock if paid to a foreign entity unless (i) if the foreign entity is a “foreign financial institution,” the foreign entity undertakes certain due diligence, reporting, withholding, and certification obligations, (ii) if the foreign entity is not a “foreign financial institution,” the foreign entity identifies certain of its U.S. investors, or (iii) the foreign entity is otherwise excepted under FATCA.

Withholding under FATCA generally applies to payments of dividends on our Class A Common Stock. While withholding under FATCA would also have applied to payments of gross proceeds from a sale, exchange or other disposition of our Class A Common Stock made after December 31, 2018, proposed U.S. Treasury Regulations eliminate FATCA withholding on payments of gross proceeds entirely. Although the U.S. Treasury Regulations are not final, taxpayers (including applicable withholding agents) generally may rely on the proposed regulations until final regulations are issued. Because it may not be certain at the time a Non-U.S. Holder is redeemed whether such Non-U.S. Holder’s redemption will be treated as a sale or exchange of shares or a distribution constituting a dividend, we or the applicable withholding agent may treat the total payment of redemption proceeds as a dividend for FATCA purposes.

If withholding under FATCA is made on payments of redemption proceeds, holders not otherwise subject to withholding (or that otherwise would be entitled to a reduced rate of withholding) on such payments may be entitled to seek a refund or credit from the IRS. An intergovernmental agreement between the United States and an applicable foreign country may modify the requirements described in this section. Non-U.S. Holders should consult their own tax advisors regarding the possible implications of FATCA on their redemption of our Class A Common Stock and the entities through which they hold our Class A Common Stock.