UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): September 9, 2021
AMPLITUDE HEALTHCARE ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-39138 | 85-2984849 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
1177 Avenue of the Americas, FL 40 New York, New York |
10036 | |
| (Address of principal executive offices) | (Zip Code) |
(212) 823-1900
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | Name of each exchange on which registered | ||
| Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant | AMHCU | The Nasdaq Stock Market LLC | ||
| Class A Common Stock, par value $0.0001 per share | AMHC | The Nasdaq Stock Market LLC | ||
| Warrants, each whole warrant exercisable for one shares of Class A Common Stock for $11.50 per share | AMHCW | The Nasdaq Stock Market LLC |
☒ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 7.01 Regulation FD Disclosure.
On September 9, 2021, Amplitude Healthcare Acquisition Corporation, a Delaware corporation (the “Company”) made available an updated investor presentation (the “Presentation”) with Jasper Therapeutics, Inc., a Delaware corporation (“Jasper”) regarding the proposed business combination (the “Business Combination”) between the Company and Jasper.
Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference is a copy of the presentation materials used in the Presentation.
The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.
Item 8.01 Other Events
The information included under Item 7.01 above is incorporated herein by reference.
Additional Information
In connection with the Business Combination, the Company has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 (the “Registration Statement”), which includes a prospectus and proxy statement, which was declared effective by the SEC on August 26, 2021. On September 1, 2021, the Company commenced mailing the definitive proxy statement/prospectus and other relevant documents to its stockholders of record as of August 20, 2021, the record date for the Company’s special meeting of stockholders to be held to approve the Business Combination (and related matters) (the “Special Meeting”). This communication is not a substitute for the Registration Statement, the definitive proxy statement/prospectus or any other document that the Company will send to its stockholders in connection with the Business Combination. Investors and security holders of the Company are advised to read, when available, the definitive proxy statement/prospectus in connection with the Company’s solicitation of proxies for the Special Meeting because the definitive proxy statement/prospectus contains important information about the Business Combination and the parties to the Business Combination. Stockholders will also be able to obtain copies of the definitive proxy statement/prospectus and any other documents filed by the Company with the SEC, without charge, once available, at the SEC’s website www.sec.gov or by directing a request to: 1177 Avenue of the Americas, Fl 40, New York, New York 10036.
Participants in the Solicitation
The Company, Jasper and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of the Company’s stockholders in connection with the Business Combination. Investors and security holders may obtain more detailed information regarding the names and interests in the Business Combination of the Company’s directors and officers in the Company’s filings with the SEC including the Registration Statement filed with the SEC by the Company, which includes the definitive proxy statement of the Company for the Business Combination, and such information and names of Jasper’s directors and executive officers will also be in the Registration Statement filed with the SEC by the Company, which includes the definitive proxy statement of the Company for the Business Combination.
1
Forward-Looking Statements
Certain statements made herein that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding future events, the Business Combination between the Company and Jasper, the estimated or anticipated future results and benefits of the combined company following the Business Combination, including the likelihood and ability of the parties to successfully consummate the Business Combination, future opportunities for the combined company, and other statements that are not historical facts. These statements are based on the current expectations of the Company’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company and Jasper. These statements are subject to a number of risks and uncertainties regarding the Company’s businesses and the Business Combination, and actual results may differ materially. These risks and uncertainties include, but are not limited to, general economic, political and business conditions; the inability of the parties to consummate the Business Combination or the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; the failure to satisfy the minimum cash condition set forth in the Business Combination Agreement, whether due to redemptions from the Company’s trust account or otherwise; the failure of the PIPE Financing to close on the terms and in the amounts currently anticipated; the outcome of any legal proceedings that may be instituted against the parties following the announcement of the Business Combination; the receipt of an unsolicited offer from another party for an alternative business transaction that could interfere with the Business Combination; the risk that the approval of the stockholders of the Company or Jasper for the potential transaction is not obtained; failure to realize the anticipated benefits of the Business Combination, including as a result of a delay in consummating the potential transaction or difficulty in integrating the businesses of the Company or Jasper; the risk that the Business Combination disrupts current plans and operations as a result of the announcement and consummation of the Business Combination; the ability of the combined company to grow and manage growth profitably and retain its key employees; the amount of redemption requests made by the Company’s stockholders; the inability to obtain or maintain the listing of the post-acquisition company’s securities on Nasdaq following the Business Combination; costs related to the Business Combination; and those factors discussed in the Company’s final prospectus relating to its initial public offering, dated November 19, 2019, and filed with the SEC on November 21, 2019, the Company’s final prospectus relating to the Business Combination, dated August 26, 2021, and filed with the SEC on August 26, 2021, in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 31, 2021, as amended, and other filings with the SEC. If any of these risks materialize or if assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company presently does not know or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements provide the Company’s expectations, plans or forecasts of future events and views as of the date of this communication. The Company anticipates that subsequent events and developments will cause the Company’s assessments to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Disclaimer
This communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | ||
| Number | Description | |
| 99.1 | Investor Presentation, dated September 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Amplitude Healthcare Acquisition Corporation | |||
| By: | /s/ Bala Venkataraman | ||
| Name: | Bala Venkataraman | ||
| Title: | Chief Executive Officer | ||
Dated: September 9, 2021
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Exhibit 99.1
Enabling Cures with Hematopoietic Stem Cell Transplants September 2021
© 2021 Jasper Therapeutics, Inc. JSP191 is an investigative drug and is not approved for any indication Safe Harbor Statement 2 About this Presentation This investor presentation (this “Presentation”) is for informational purposes only to assist interested parties in making th eir own evaluation with respect to the proposed business combination (the “Proposed Business Combination”) between Amplitude Heal th care Acquisition Corp. ("AMHC") and Jasper Therapeutics, Inc. (together with its subsidiaries, “Jasper Therapeutics” or the “Company”) and for no other purpose. The information contained her ein does not purport to be all - inclusive and none of AMHC, the Company or their respective affiliates makes any representation o r warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this Presentation. Viewers of this presentation should make their own evaluation of the Company and of the relevance and accuracy of the information and should make such other investigations as they deem neces sar y. This Presentation does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Business Combination or (ii) an offer to sell, a solicitation of an offer to buy, or a recommendat ion to purchase any security of AMHC, the Company, or any of their respective affiliates, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unl awful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities sh all be made expect by means of a prospectus meeting the requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”). You should not construe the contents of this Presentation as legal , t ax, accounting or investment advice or a recommendation. You should consult your own counsel and tax and financial advisors a s t o legal and related matters concerning the matters described herein, and, by accepting this Presentation, you confirm that you are not relying upon the information contained herein to make any d eci sion. The distribution of this Presentation may also be restricted by law and persons into whose possession this Presentation comes sh ould inform themselves about and observe any such restrictions. The recipient acknowledges that it is (a) aware that the Unit ed States securities laws prohibit any person who has material, non - public information concerning a company from purchasing or selling securities of such company or from communicating such info rma tion to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sel l such securities, and (b) familiar with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the "Exchange Act"), and that the recip ien t will neither use, nor cause any third party to use, this Presentation or any information contained herein in contravention of the Exchange Act, including, without limitation, Rule 10b - 5 thereunder. This Presentation and information contained herein constitutes confidential information and is provided to you on the conditi on that you agree that you will hold it in strict confidence and not reproduce, disclose, forward or distribute it in whole or i n p art without the prior written consent of AMHC and the Company and is intended for the recipient hereof only. Additional Information AMHC has filed with the SEC a proxy statement / prospectus on Form S - 4 relating to the Proposed Business Combination, which has been mailed to AMHC’s shareholders. This Presentation does not contain all the information that should be considered concerning th e Proposed Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Proposed Business Combination. AMHC’s shareholde rs and other interested persons are advised to read, when available, the preliminary proxy statement / prospectus and the amendm ent s thereto and the proxy statement / prospectus and other documents filed in connection with the Proposed Business Combination, as these materials will contain important information a bou t the Company, AMHC and the Proposed Business Combination. T he proxy statement / prospectus and other relevant materials for the Proposed Business Combination mailed to shareholders of AMHC as of the date to be established for voting on the Proposed Business Combination. Shareholders are also be able to obtain copies of the p reliminary proxy statement / prospectus, the definitive proxy statement / prospectus and other documents filed with the SEC, onc e available, at the SEC’s website at www.sec.gov, or by directing a request to Jasper Therapeutics at Jasper Therapeutics, Inc., 2200 Bridge Pkwy Suit #102, Redwood City, CA 9406 5 o r to AMHC at Amplitude Healthcare Acquisition Corp., 1177 Avenue of the Americas, Fl 40, New York, NY 10036. Participants in the Solicitation AMHC and its directors and executive officers may be deemed participants in the solicitation of proxies from AMHC’s sharehold ers with respect to the Proposed Business Combination. A list of the names of those directors and executive officers and a descri pt ion of their interests in AMHC is contained in AMHC’s Registration Statement on Form S - 1, as effective on November 19, 2019, which was filed with the SEC and is available free of charge at the SE C’s web site at www.sec.gov, or by directing a request to AMHC at Amplitude Healthcare Acquisition Corp., 1177 Avenue of the Ame ricas, Fl 40, New York, NY 10036. Additional information regarding the interests of such participants will be contained in the proxy statement / prospectus for the Proposed Business Combinatio n w hen available. The Company and its directors and executive officers may also be deemed to be participants in the solicitation of proxies fro m t he shareholders of AMHC in connection with the Proposed Business Combination. A list of the names of such directors and execu tiv e officers and information regarding their interests in the Proposed Business Combination are included in the proxy statement / prospectus for the Proposed Business Combination. Private Placement The PIPE financing described herein has not been and will not be registered under the Securities Act, or any applicable state se curities laws. This Presentation is being furnished solely in reliance on applicable exemptions from the registration require men ts under the Securities Act. If the Proposed Business Combination is entered into, the PIPE financing will be offered and sold only to "qualified institutional buyers" (as defined in Rule 144A u nde r the Securities Act) and institutional "accredited investors" (as defined in Rule 501(a)(1), (2),(3) or (7) promulgated unde r t he Securities Act) upon the consummation of the Proposed Business Combination. This presentation does not constitute an offer to sell or a solicitation of an offer to buy the securities that sha ll constitute the PIPE financing described herein, nor shall there be any offer, solicitation, or sale of any such securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful. Before you invest you should undertake your own diligence regarding the Proposed Business Combination. Forward - Looking Statements This Presentation contains forward - looking statements. All statements other than statements of historical fact contained in this Presentation, including statements regarding the future financial position of Jasper Therapeutics, including financial target s, business strategy, and plans and objectives for future operations, are forward - looking statements. Jasper Therapeutics has based these forward - looking statements on its estimates and assumptions and its current expectations and projections about future events. These forward - looking statements are subject to a number of risks, uncertainties and assumptions. In light of these risks, uncertainties and assumptions, the forward - looking events and circumstances discussed in this Presentation are inherently uncert ain and may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forw ard - looking statements. Accordingly, you should not rely upon forward - looking statements as predictions of future events. Jasper Therapeutics undertakes no obligation to update publicly or revise an y forward - looking statements for any reason after the date of this Presentation or to conform these statements to actual results or to changes in Jasper Therapeutics’ expectations. Industry and Market Data Certain data in this Presentation was obtained from various external sources, and neither the Company nor its affiliates, adv ise rs or representatives has verified such data with independent sources. Accordingly, neither the Company nor any of its affili ate s, advisers or representatives makes any representations as to the accuracy or completeness of that data or undertakes any obligation to update such data after the date of this Presentation. S uch data involves risks and uncertainties and is subject to change based on various factors. Trademarks The trademarks included herein are the property of the owners thereof and are used for reference purposes only. Such use shou ld not be construed as an endorsement of the products or services of the Company.
© 2021 Jasper Therapeutics, Inc. JSP191 is an investigative drug and is not approved for any indication Jasper Highlights 3 Novel hematopoietic stem cell engineering platform to expand the curative potential of allogeneic and autologous cellular therapy, in vivo POC in 2021 and potential IND in 2022 Science targeting the central role of stem cells to cure a growing number of fatal diseases Proven team with deep expertise in hematopoietic stem cell transplant and track record in drug development Validating corporate and academic partnerships and leading investors First in class phase 1/2 anti - CD117 antibody conditioning agent, directly targeting stem cell survival signal, clinical data in multiple patient populations, pivotal trial initiation planned in 2022
© 2021 Jasper Therapeutics, Inc. JSP191 is an investigative drug and is not approved for any indication Harry Malech , Chief Genetic Immunotherapy Section NIAID Jeff Ravetch , Professor of Molecular Genetics and Immunology Arthur Weiss , Prof Medicine, Microbiology and Immunology; HHMI Investigator Wendy Pang , Vice President, Research & Translational Medicine Craig Burns , Vice President, Program Management Arjun Agarwal , Vice President, Finance & Controller Luca Di Noto , Vice President, Technical Operations William Lis , Executive Chair & CEO Kevin N. Heller , Executive Vice President, Research and Development Jeet Mahal , Chief Financial Officer Carol Zoltowski , Senior Vice President, Regulatory & Quality World Class Management Team, Scientific Advisory Board and Investors 4 Management Team Judith Shizuru (Chair), Co - founder, Professor of Medicine and Pediatrics Fredrick Appelbaum , Exec Vice President and Deputy Director Lori Kunkel , Independent Director Scientific Advisory Board Investors (Series A & PIPE) Kingdom Capital
© 2021 Jasper Therapeutics, Inc. JSP191 is an investigative drug and is not approved for any indication Addressing Major Limitations of Hematopoietic Cell Transplant, Improving Conditioning and Donor Grafts by Targeting the Stem Cell 5 JSP191 Stroma Cells Stroma Cells Stroma Cells JSP191 Blocks SCF Binding to CD117 Empty Bone Marrow Niche Donor or Gene - Corrected HSC Home to BM Niche HCT conditioning agents are genotoxic, limiting HCT safety and efficacy Engineered Hematopoietic Stem Cell ( eHSC ) Stem Cell Factor (SCF) Reconstitution of immune & hematopoietic systems Restoration or correction of target protein production JSP191 is a targeted SCF receptor (CD117) antibody Current Allogeneic and Gene - Therapy grafts associated with graft failure, relapse, GvHD, low protein production Jasper engineered stem cells designed to have a survival advantage to increase cure rates of Allogeneic and Gene - Therapy grafts
© 2021 Jasper Therapeutics, Inc. JSP191 is an investigative drug and is not approved for any indication Jasper’s Expanding Pipeline 6 INDICATION RESEARCH PRECLINICAL CLINICAL R&D SPONSOR JSP191 CONDITIONING AML/MDS SCID Autoimmune (Lupus, Scleroderma, MS) Fanconi Anemia Sickle Cell Disease Chronic Granulomatous Disease GATA2 MDS Gene Therapy – Sickle Cell Gene Therapy – X - SCID Jasper eHSC PLATFORM Thalassemias Sickle Cell Disease Autoimmune Diseases Jasper maintains full worldwide rights to develop and commercialize JSP191 and eHSCs in all indications.
© 2021 Jasper Therapeutics, Inc. JSP191 is an investigative drug and is not approved for any indication Jasper’s Success Can Lead to Routine Stem Cell Transplants to Potentially Cure Hundreds of Thousands of Patients 7 > 20,000 > 80,000 JSP191 > 200,000 JSP191 + Jasper eHSC • Jasper engineering to further expand the use of curative stem cell & gene therapies • Potentially r outine cure for hundreds of thousands of patients • Targeting safer, more effective outpatient conditioning with JSP191 • Expanded allogeneic and autologous transplant population • Potentially curative, yet patient population is limited • Highly toxic conditioning • Graft failures & GvHD 2021+ 2024+ 2027+
© 2021 Jasper Therapeutics, Inc. JSP191 is an investigative drug and is not approved for any indication Unmet Medical Need: Reducing Toxicities and Transplant Related Mortality to Expand Use of Gene Therapies and Hematopoietic Stem Cell Transplant 8 [1] Ramasamy K, Lim ZY, Paglicua A, et al. Bone Marrow Transplantation . 2006;38:823 - 824. [2] Scott BL, Pasquini MC, Logan BR, et al. J Clin Oncol . 2017;35(11):1154 - 1161. Toxicity Rates (AML/ MDS) Veno - Occlusive Disease by Day 100 6 - 12% 1 Oral Mucositis Grade 3 - 4 by 18 mo. 19 - 64% 2 Acute GvHD Grade 2 - 4 by Day 100 32 - 45% 2 Chronic GvHD by 18 mo. 48 - 64% 2 Relapse Rates by 1 year 10 - 46% 2 Transplant Related Mortality by 18 mo. 4 – 16% 2 MedCity News, Dec 3, 2018 European Hematology Association June 11, 2021 The first patient in the Phase 1 study, a six - year - old child with severe IMO - related anemia and bone abnormalities, was infused with RP - L401 without immediate complications. During the initial weeks after therapy, the patient died of pulmonary complications, most likely pulmonary hemorrhage related to thrombocytopenia following conditioning therapy and also… Rocket Pharmaceuticals Aug 9, 2021
© 2021 Jasper Therapeutics, Inc. JSP191 is an investigative drug and is not approved for any indication JSP191 Uniquely Blocks Stem Cell Factor Receptor (CD117) Signaling Leading to Stem Cell Depletion without Significant Off - Target Toxicities 9 SCF / CD117 interaction required for stem cell survival SCF CD117 Stem Cell Factor (SCF) Binds to CD117 Inhibition of Stem Cell Survival Signal leads to stem cell depletion in bone marrow SCF CD117 JSP191 JSP191 Blocks SCF Binding to CD117 JSP191 is a mAb that binds to CD117 (c - Kit) resulting in the inhibition of stem cell factor signaling leading to depletion of stem cells in the bone marrow • JSP191 SCF signal inhibition can sensitize stem cells for synergistic combination therapy (radiation, CD47, 5 - azacytidine 1 ) Only JSP191 is aglycosylated and designed to remove all effector cell function and mast cell activation • No mast cell related anaphylaxis • No reported treatment related SAEs No toxic payload that may lead to depletion of other cells expressing CD117 • CD117 also expressed on mast cells, germ cells, Cajal (GI) cells, melanocytes [1] Bankova et al. Blood 2020; 136 (Supplement 1): 23 – 24.
© 2021 Jasper Therapeutics, Inc. JSP191 is an investigative drug and is not approved for any indication JSP191 Validated in Multiple Disease Models Where HSC is Standard Curative Therapy 10 Demonstrated robust pre - clinical data in multiple models of transplant and disease • Disease: SCID, AML, MDS, Sickle Cell • Transplant: Mouse, Non - human primate Promising JSP191 stem cell depletion followed by successful transplant and disease modification • JSP191 alone and in combination Benign safety profile supporting use in infants, elderly and other fragile populations Severe combined immunodeficiency (SCID) Hematologic Cancers (AML, MDS) Sickle Cell Disease
© 2021 Jasper Therapeutics, Inc. JSP191 is an investigative drug and is not approved for any indication JSP191’s Single Agent Clinical POC in Ultra Orphan Indication, Severe Combined Immunodeficiency (SCID) SCID is a lethal genetic immune disorder. HCT is the only proven cure; without it most infants die before the age of two year s. 11 Jasper SCID Clinical Trial Single Arm Trial Design JSP191 HCT 0 - 10 Efficacy Assessments ( Chimerism, T cells, Immune Function ) SCID patients • Re - transplant • Newly diagnosed (infants) JSP191 Well Tolerated • 12 re - transplant patients ( ages 3 – 37 years old ) • 2 newly diagnosed/first transplant ( ages 3 and 6 months old ) • No treatment related SAE, no myelosuppression • Initial indication: JSP191 0.6 mg/kg in non - XSCID re - transplant patients From Agarwal et al, TCT 2021 Pre - HCT 86.7% 0.5% Week 12 81.3% Week 24 Normal >58.5% T cell Function : Maximum proliferation as a % of CD3+ cells in response to PHA 78.1% Week 36 Newly Diagnosed SCID Subject – Immune Reconstitution and T Cell Function (6 month old infant – no treatment related AEs)
© 2021 Jasper Therapeutics, Inc. JSP191 is an investigative drug and is not approved for any indication JSP191 Conditioning in SCID Clinical Studies to Date Demonstrates Durable Naive T - cell Production and Immune System Reconstitution 12 *Expected Level for Clinical Benefit No Conditioning (Matched Historical Control) JSP191 Conditioning Naïve CD4 T cell production post - cell infusion
© 2021 Jasper Therapeutics, Inc. JSP191 is an investigative drug and is not approved for any indication JSP191 MDS/AML Dose Finding (n=6): MRD Positive Transplant Patients Not Eligible for Full Myeloablative Conditioning 13 ClinicalTrials.gov NCT04429191 MRD positive MDS/AML patients (n=6) n ot eligible for standard myeloablative regimens (HCT - CI > 2) JSP191 0.6mg/kg in combination with low dose radiation and fludarabine prior to stem cell transplant Assessment of Activity: • Neutrophil engraftment • CD15+ chimerism • MRD status Phase 1a Dose Finding
© 2021 Jasper Therapeutics, Inc. JSP191 is an investigative drug and is not approved for any indication JSP191 MDS/AML: Safety 14 JSP191 with 200 cGy TBI plus 30 mg/m 2 x 3 days fludarabine Patient ages 65 - 74 yrs 3 AML + 3 MDS patients • Protocol allows for outpatient conditioning • No infusion reactions • No treatment related toxicities • No evidence of grade 2 - 4 acute GVHD • One s ubject with grade 1 acute skin GVHD diagnosed TD+80 (resolved) • One s ubject with cGVHD diagnosed TD+159
© 2021 Jasper Therapeutics, Inc. JSP191 is an investigative drug and is not approved for any indication JSP191 MDS/AML: 100% Donor Cell Engraftment with >95% Myeloid Chimerism in Six of Six Patients 15 Percent Myeloid Chimerism 90 days post - Transplant Absolute Neutrophil Count (k/ uL ) 0 10 20 30 40 50 60 70 80 90 100 003 004 005 009 010 011 100% 100% 100% 98% 98% 97% Patient Number Percent CD15 Chimerism
© 2021 Jasper Therapeutics, Inc. JSP191 is an investigative drug and is not approved for any indication JSP191 Conditioning Leads to Successful Transplant and Conversion to MRD - Negative/ MRD Reduction in All Evaluable Subjects 16 Subject Screening TD+28 TD+90 TD+180 NGS, Flow, or Cyto NGS, Flow, or Cyto NGS, Flow, or Cyto NGS, Flow, or Cyto 74F AML DNMT3A (VAF: 4.7%) DNMT3A (VAF: 0.3%) NEG NEG RUNX1 (VAF: 1.7%) RUNX1 (VAF: 0.3%) NEG NEG PTPN11 (VAF: 0.7%) NEG NEG NEG 70M MDS ASXL1 (VAF: 0.3%) NEG NEG NEG PTPN11 (VAF: 0.4%) NEG NEG NEG Cyto : Del(20q) NEG NEG Cyto : Del(20q)† 68M MDS DNMT3A (VAF: 25.2%) NEG NEG TBD SRSF2 (VAF: 0.3%) NEG NEG TBD Flow 3.1% NEG NEG TBD Cyto : Trisomy 8 NEG NEG TBD 74M MDS* Complex Cytogenetics QNS NEG Off study Flow 0.7% NEG NEG Off study 65M AML + FLT3 ASXL1 (VAF: 1.5%) NEG NEG TBD KMT2A duplication KMT2A duplication NEG TBD RUNX1 (0.3%) NEG TBD 69M AML SRSF2 (VAF: 14.6%) SRSF2 (VAF: 0.69%) SRSF2 (VAF: 1.9%) TBD †Subject 004: Cytogenetic relapse at TD+180 converted to normal karyotype 1 month later following withdrawal of immune suppre ssi on; no evidence of clinical relapse *Subject 009: Secondary graft failure (no evidence of relapse) off study after TD+90
© 2021 Jasper Therapeutics, Inc. JSP191 is an investigative drug and is not approved for any indication JSP191 MDS/AML Dose Expansion (Ongoing): Study in MDS/AML patients in CR Plus Expansion to MDS or AML Patients With Active Disease (n=24) 17 MRD Positive MDS/AML Patients Not Eligible for Standard Myeloablative Regimens (HCT - Cl >2) ClinicalTrials.gov NCT04429191 AML <5% blasts (n=6) MDS <5% blasts (n=6) MDS 5% - 10% blasts (n=6) AML not in CR or MDS >10% blasts (n=6) • Dose expansion to evaluate 0.6mg/ kg JSP191 with low dose fludarabine and TBI 300 cGy • JSP191 0.6 mg/kg dose endorsed by FDA • Study expanded to AML & MDS patients with active d isease • Initial data expected to be reported Q1 2022 at academic medical conference x Enrollment Complete
© 2021 Jasper Therapeutics, Inc. JSP191 is an investigative drug and is not approved for any indication JSP191 MDS/AML Potential Paths to Regulatory Approvals 18 Randomized 2 - arm (n ~ 250) Trial could open in 2022 MDS/AML Patients in Morphologic CR (<5% Blasts) undergoing a matched allogenic HCT not eligible for MAC Potential endpoints: 90 - day Chimerism 1 - yr RFS Possible single arm study (n ~ 150) Trial could open in 2022 MDS/AML Patients with Active Disease (≥5% Blasts) undergoing a matched allogenic HCT not eligible for MAC JSP191 + Flu/TBI Historical control or 2L chemo vs. Potential endpoints: Durable CR OS JSP191 + Flu/TBI RIC transplant or Maintenance chemo vs.
© 2021 Jasper Therapeutics, Inc. JSP191 is an investigative drug and is not approved for any indication Allogenic Transplant in Refractory Autoimmune Disease Establishes a New Immune Repertoire Leading to Reestablished Self Tolerance 19 New Immune Repertoire Reestablishes Self Tolerance Central Tolerance Sykes M, Nikolic B. Treatment of severe autoimmune disease by stem - cell transplantation. Nature. 2005;435(7042):620 - 627. Thymic deletion Donor Patient Graft Preparation Transplant Pathogenic Lymphocyte and Immuno - depletion Peripheral anergy Regulatory T cells Tolerization of B cells
© 2021 Jasper Therapeutics, Inc. JSP191 is an investigative drug and is not approved for any indication JSP191 Autoimmune Studies: Evaluation of JSP191 For Patients with Severe Autoimmune Diseases 20 JSP191 in combination with a reduced intensity conditioning regimen for allo - HCT SAFETY RUN - IN DOSE EXPANSION PRIMARY OBJECTIVE EFFICACY ENDPOINTS Safety Engraftment Neutrophil Recovery CD15+ Chimerism Eligible subjects with severe autoimmune diseases: * Low dose serotherapy +TBI JSP191 0.6mg/kg HCT 0 - 12 Efficacy Assessments RIC* IND Targeted for 2H of 2021 Multiple Sclerosis (MS) Systemic Lupus Erythematosus (SLE) Systemic Scleroderma ( SSc ) Multiple Sclerosis (MS) Systemic Lupus Erythematosus (SLE) Systemic Scleroderma ( SSc )
© 2021 Jasper Therapeutics, Inc. JSP191 is an investigative drug and is not approved for any indication In Addition to Enabling Cures, Outpatient JSP191 May Save Hospitals ~9 Days of Pre - Transplant Stay and Increase DRG Profitability Patient Transplant Journey (Days)* - 9 - 8 - 7 - 6 - 5 - 4 - 3 - 2 - 1 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 21 Stem Cell Infusion Outpatient Inpatient Inpatient Conditioning Discharge 1 Outpatient Reimbursement RIC JSP191 *Average LOS of 27.8 days, average hospital payment of $130,284 (adjusted for IME, DSH and Wage Index), and average RIC hospi tal cost computed from 578 Medicare patients representing 80% of AML or MDS cases from the top 50% volume transplant centers. **Costs to the hospital based on hospital - specific cost - to - charge ratios. Charges on a per case basis are roughly 4.5x higher. **Data source: Medicare 2019 100% Inpatient Standard Analytic File, MS - DRG 014; assumes all AML/MDS cases are Reduced Intensity Conditioning (RIC) regimens based on patient age. 2 RIC Allo - HCT Cost - Jasper Allo - HCT Cost = Cost Savings $94,487 $67,807 $26,680 ~9 Day Reduction in Inpatient Stay 3 Fewer Complications Inpatient
© 2021 Jasper Therapeutics, Inc. JSP191 is an investigative drug and is not approved for any indication eHSCs Potential to Change to Allogeneic and Gene Therapy Transplant 22 eHSC Removes need for donor immune cells , eliminating risk of GVHD Reduces / eliminates need for toxic conditioning Improves engraftment leading to higher percentages of therapeutic transplants / more effective gene therapies Expands potential for off the shelf transplants Further modifications in development can go beyond these properties Patient bone marrow niche Engineered pure stem cell product
© 2021 Jasper Therapeutics, Inc. JSP191 is an investigative drug and is not approved for any indication Proof of Concept: JSP502 Engineered HSCs Can Proliferate Independent of Stem Cell Factor And Can Be Given Together With JSP191 Conditioning In - Vitro 23 0.00 0.05 0.10 0.15 1000 10 0.1 100 1 SCF Concentration (ng/mL) Proliferation (OD 595) JSP502 CD117 (WT) Control 0.00 0.05 0.10 0.15 1000 1 0.1 10 100 SCF Concentration (ng/mL) JSP502 CD117 (WT) Control Proliferation (OD 595) JSP502 Reprograms Cells to SCF Independence and Faster Growth than CD117 Dependent Cells JSP502 Reprogrammed Cells are Resistant to JSP191 Inhibition
© 2021 Jasper Therapeutics, Inc. JSP191 is an investigative drug and is not approved for any indication Proof of Concept: JSP705 Can Increase CXCR4 Surface Protein Expression in Human CD34+ Cells 24 JSP705 mRNA in CD34+ Cells mRNA Insertion Jasper mRNA inserted into CD34+ cells via electroporation Surface Protein Expression Cell Count (CD34+) Control JSP705 eHSC
© 2021 Jasper Therapeutics, Inc. JSP191 is an investigative drug and is not approved for any indication JSP191 and eHSCs May Significantly Expand the Eligible Patient Population for Curative Stem Cell Transplants 25 Allo - HCT for Heme Malignancies Allo - HCT for Non - Malignant Disease Autologous Gene Therapy Severe / Refractory Autoimmune TRANSPLANTS ~17,000 CURRENT ~40,000 ADDRESSABLE Safe Conditioning and More Effective Grafts Can Grow Allogeneic & Gene Therapy Transplant Market from ~20,000 to over 80,000 TRANSPLANTS ~3,000 CURRENT ~6,000 ADDRESSABLE TRANSPLANTS <100 CURRENT ~10,000 ADDRESSABLE TRANSPLANTS ~1,000 CURRENT ~25,000 ADDRESSABLE
© 2021 Jasper Therapeutics, Inc. JSP191 is an investigative drug and is not approved for any indication Jasper Target Milestones 26 x Q2 2021 – JSP191 AML/MDS Phase 1a top line 90 - day data x Q2 2021 – JSP191 AML/MDS open enrollment of Phase 1b expansion • Q4 2021 – JSP191 Autoimmune IND filing for Phase 1a pilot study • Q4 2021 – Engineered Stem Cells In - vivo proof of concept • 2H 2021/ 1H 2022 – Additional Corporate & Academic Partnerships • 1H 2022 – JSP191 AML/MDS Phase Ib top line data • 1H 2022 – JSP191 Investigator Sponsored Studies first preliminary data • 2H 2022 – JSP191 Gene Therapy first collaboration data • 2H 2022 – JSP191 SCID Phase I/II complete study enrollment • Q4 2022 – JSP191 Autoimmune pilot study interim data • Q4 2022 – Engineered Stem Cells IND first filing
APPENDIX
© 2021 Jasper Therapeutics, Inc. JSP191 is an investigative drug and is not approved for any indication PIPE Overview 28 Type of offering Private Investment in Public Equity (PIPE) Target Company Jasper Therapeutics, Inc. SPAC sponsor Amplitude Healthcare Acquisition Corp. Size of offering $100mm Pre - money valuation $275mm Use of proceeds To fund the continued clinical development of pipeline products, as well as for working capital and other general corporate purposes Lead PIPE Placement Agent and Capital Markets Advisor Credit Suisse Co - placement agents Cantor Fitzgerald, William Blair
© 2021 Jasper Therapeutics, Inc. JSP191 is an investigative drug and is not approved for any indication Jasper and Amplitude Add Significant Capital to Advance a Formidable Leader in Hematopoietic Stem Cell Transplant for a Range of Indications Creating well funded leader in hematopoietic stem cells for a range of indications Pro forma valuation Share price $10.00 Pro-forma equity shares outstanding 49.0 Equity value $490.0 Less: Pro-forma cash $200.0 Enterprise Value $290.0 ($mm except per share items) Sources and uses ($mm) SPAC cash in trust (assuming no redemptions) $100.0 PIPE Investment $100.0 Seller rollover equity $275.0 Total sources $475.0 Sources (1) Cash to Surviving Company balance sheet $180.0 Seller rollover equity $275.0 Estimated Transaction Expenses $20.0 Total uses $475.0 Uses 29
© 2021 Jasper Therapeutics, Inc. JSP191 is an investigative drug and is not approved for any indication Risk Factors 30 The list below of risk factors has been prepared solely for purposes of the proposed private placement transaction (the “Priv ate Placement”) as part of the proposed business combination (the “Business Combination”) of Amplitude Healthcare Acquisition Cor p. (“AMHC”) and Jasper Therapeutics, Inc. (“Jasper”), and solely for potential investors in the Private Placement, and not for any other purpose. T he risks presented below are certain of the general risks related to the businesses of Jasper, the Private Placement and the Bus ine ss Combination, and such list is not exhaustive. The list below is qualified in its entirety by disclosures contained in future documents filed or furnished by J asp er and AMHC, with the U.S. Securities and Exchange Commission (“SEC”), including the documents filed or furnished in connecti on with the proposed transactions between Jasper and AMHC. The risks presented in such filings will be consistent with those that would be required for a publ ic company in its SEC filings, including with respect to the business and securities of Jasper and AMHC and the proposed transac tio ns between Jasper and AMHC, and may differ significantly from and be more extensive than those presented below. Investing in securities (the “Securities”) to be issued in connection with the Business Combination involves a high degree of ri sk. Investors should carefully consider the risks and uncertainties inherent in an investment in Jasper and in the Securitie s, including those described below, before subscribing for the Securities. If either Jasper cannot address any of the following risks and uncertainties effectiv ely , or any other risks and difficulties that may arise in the future, Jasper’s business, financial condition or results of oper ati ons could be materially and adversely affected. The risks described below are not the only ones Jasper faces. Additional risks that Jasper currently does not kno w a bout or that Jasper currently believes to be immaterial may also impair its business, financial condition or results of opera tio ns. You should review the investors’ presentation and perform your own due diligence, prior to making an investment in AMHC or Jasper. Risks Related to Jasper’s Financial Position and Capital Requirements Jasper has incurred significant net losses since its inception. Jasper expects to incur net losses for the foreseeable future an d may never achieve or maintain profitability. Jasper will need substantial additional funding. If Jasper is unable to raise capital when needed, it would be forced to dela y, reduce or eliminate its research and product development programs or future commercialization efforts. 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 has never generated revenue from product sales and may never be profitable. Risks Related to the Development of Jasper’s Product Candidates Jasper is early in its development efforts. If Jasper is unable to advance its product candidates to obtain regulatory approv al and ultimately commercialize its product candidates, or experiences significant delays in doing so, its business will be mate ria lly harmed. Results of preclinical studies and early clinical trials may not be predictive of results of future clinical trials, and such re sults do not guarantee approval of a product candidate by regulatory authorities. In addition, Jasper’s clinical trials to da te have been limited in scope and results received to date may not be replicated in expanded or additional future clinical trials. Clinical development involves a lengthy and expensive process, with an uncertain outcome. Jasper may incur additional costs o r e xperience delays in completing, or ultimately be unable to complete, the development and commercialization of any product can did ates. Jasper may not be successful in its efforts to identify, develop and commercialize additional product candidates. If these ef for ts are unsuccessful, Jasper may never become a commercial stage company or generate any revenues. Jasper may expend its limited resources to pursue a particular product candidate or indication and fail to capitalize on prod uct candidates or indications that may be more profitable or for which there is a greater likelihood of success. Jasper faces significant competition in an environment of rapid technological change, and there is a possibility that its com pet itors may achieve regulatory approval before Jasper or develop therapies that are safer or more advanced or effective than Ja spe r’s, which may harm Jasper’s financial condition and its ability to successfully market or commercialize its product candidates. If any of Jasper’s product candidates causes serious adverse events, undesirable side effects or unexpected characteristics, suc h events, side effects or characteristics could delay or prevent regulatory approval of the product candidate, limit its comm erc ial potential or result in significant negative consequences following any potential marketing approval.
© 2021 Jasper Therapeutics, Inc. JSP191 is an investigative drug and is not approved for any indication Risk Factors (cont’d) 31 Risks Related to the Regulatory Regime for Jasper’s Product Candidates Jasper has no experience as a company in obtaining regulatory approval for a drug. The regulatory landscape that will govern Jasper’s product candidates is uncertain; regulations relating to more established cel lular 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 r egulatory plan and it may fail to obtain regulatory approval of its product candidates. Jasper’s product candidates are complex and difficult to manufacture. Jasper could experience delays in satisfying regulatory au thorities 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. If clinical trials of Jasper’s product candidates it may identify and develop fail to demonstrate safety and efficacy to the sat isfaction of regulatory authorities or do not otherwise produce positive results, Jasper may incur additional costs or experi enc e delays in completing, or ultimately be unable to complete, the development and commercialization of such product candidates. Even if Jasper completes the necessary clinical trials, it cannot predict when, or if, it will obtain regulatory approval to com mercialize its product candidates in the United States or any other jurisdiction, and any such approval may be for a more nar row indication than Jasper seeks. Interim “top - line” and preliminary results from Jasper’s clinical trials that it may announce or publish from time to time may c hange as more patient data become available and are subject to audit and verification procedures that could result in materia l c hanges in the final data. If Jasper experiences delays or difficulties in the enrollment of patients in clinical trials, the cost of developing product ca ndidates could increase and its receipt of necessary regulatory approvals could be delayed or prevented. Jasper may never obtain FDA approval for any of its product candidates in the U.S., and even if it does, Jasper may never obt ain approval for or commercialize any of its product candidates in any other jurisdiction, which would limit Jasper’s ability to re alize their full market potential. Risks Related to Jasper’s Dependence on Third Parties Jasper relies on third parties to conduct its preclinical and clinical trials and will rely on them to perform other tasks fo r i t. If these third parties do not successfully carry out their contractual duties, meet expected deadlines or comply with regu lat ory requirements, Jasper may not be able to obtain regulatory approval for or commercialize its product candidates and its business could be substantially harmed. Jasper is highly dependent on intellectual property licensed from third parties and termination of any of these licenses coul d r esult in the loss of significant rights, which would harm its business. Jasper currently relies on a single manufacturer for its clinical supply of its product candidates. In the event of a loss o f t his manufacturer, or a failure by such manufacturer to comply with FDA regulations, Jasper may not be able to find an alterna tiv e source on commercially reasonable terms, or at all. In addition, third - party manufacturers and any third - party collaborators may be unable to successfully scale - u p manufacturing of Jasper’s current or future product candidates in sufficient quality and quantity, which would delay or pre ven t Jasper from developing its product candidates and commercializing approved products, if any.
© 2021 Jasper Therapeutics, Inc. JSP191 is an investigative drug and is not approved for any indication Risk Factors (cont’d) 32 Risks Related to Jasper’s Intellectual Property Jasper’s commercial success depends on its ability to obtain, maintain and protect its intellectual property and proprietary tec hnology. The patent protection Jasper obtains for its product candidates may not be sufficient enough to provide it with any competiti ve advantage or its patents may be challenged. Patent terms may be inadequate to protect Jasper’s competitive position on its product candidates for an adequate amount of t ime , and the lives of its patents may not be sufficient to effectively protect its product candidates and business. In addition, ch anges to patent law in the United States and other jurisdictions could diminish the value of patents in general, thereby impairing Jasper’s ability to p rot ect its product candidates. If Jasper is unable to protect the confidentiality of its trade secrets, its business and competitive position may be harmed. Third - party claims of intellectual property infringement, misappropriation or other violations may prevent or delay Jasper’s pro duct discovery and development efforts and have a material adverse effect on its business. Jasper may become involved in lawsuits to protect or enforce its patents or other intellectual property, which could be expen siv e, time - consuming and unsuccessful. Jasper may not be able to protect its intellectual property rights throughout the world. Other Risk Factors Related to Jasper The COVID - 19 pandemic has caused, and could continue to cause, severe disruptions in the U.S., regional and global economies and could seriously harm Jasper’s development efforts, increase its costs and expenses and have a material adverse effect on Jasp er ’s business, financial condition and results of operations. 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 se nsitive information related to its business or prevent Jasper from accessing critical information, potentially exposing it to liability or otherwise adverse ly affecting its business. Jasper and its management have a limited track record as an operating company. Failures in the operational execution of the exp ected 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. If Jasper loses key management personnel, or if it fails to recruit additional highly skilled personnel, Jasper’s ability to con tinue developing and identify and develop new or next generation product candidates will be impaired, which could result in d ela ys in the development process, loss of market opportunities, make Jasper less competitive and have a material adverse effect on Jasper’s business, financial cond iti on and results of operations. Jasper may be adversely affected by existing or future laws and regulations. Jasper is subject to the laws and regulations of th e federal government and of various state, local and provincial government entities. These laws and regulations set very stri nge nt requirements for the business. In addition, such laws and regulations are subject to change and amendment at any time. Jasper may incur significant expenses re lated to compliance with such laws and regulations and it may need to adjust rapidly to address changes in the regulatory fra mew ork applicable to its business. Jasper may fail to comply with federal, state, local and international regulations in its area of operation, and fu tur e regulations may impose additional requirements on its business. Jasper’s business is subject to possible scrutiny from regu lat ors, who may enforce existing or future regulations that impact the viability or attractiveness of its assets. Jasper currently has limited marketing personnel. 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 ef fe ctively market and sell its product candidates, if approved, or generate product revenues Jasper’s commercial success depends upon attaining significant market acceptance of its product candidates, if approved, amon g p hysicians, patients, healthcare payers and operators of major clinics. Jasper’s business will ultimately depend on its ability to successfully generate revenues from its product candidates, if app rov ed. Reimbursement for such products is subject to different regulatory regimes in different jurisdictions. If any of Jasper ’s product candidates is approved, an unfavorable reimbursement determination in any of the major markets could have a material impact on Jasper. Further, an unfa vor able change in such regimes (e.g., price controls) could have a material impact on Jasper.
© 2021 Jasper Therapeutics, Inc. JSP191 is an investigative drug and is not approved for any indication Risk Factors (cont’d) 33 Risks Related to the Private Placement AMHC may be unable to raise sufficient capital in the Private Placement or otherwise obtain additional financing to complete the Business Combination or to fund the operations and growth of the combined company following the Business Combination (the “Co mb ined Company”). The issuance of shares of the Combined Company’s securities in connection with the Private Placement will dilute substantiall y t he voting power of Combined Company's stockholders. AMHC may issue shares of its Class A common stock upon the conversion of its Class B common stock at a ratio greater than one - to - one at the closing of the Business Combination as a result of the anti - dilution provisions contained in its amended and restate d certificate of incorporation. Any such issuance would dilute the interest of the Combined Company’s stockholders and likely present other ri sks . Risks Related to the Business Combination Each of AMHC and Jasper will incur significant transaction costs in connection with the Business Combination. The consummation of the Business Combination is subject to a number of conditions and if those conditions are not satisfied o r w aived, the Business Combination agreement may be terminated in accordance with its terms and the Business Combination may not be completed. The ability to successfully effect the Business Combination and the Combined Company’s ability to successfully operate the bu sin ess thereafter will be largely dependent upon the efforts of certain key personnel of Jasper. The loss of such key personnel co uld negatively impact the operations and financial results of the combined business. Section 404 of the Sarbanes - Oxley Act will be applicable to the Combined Company after the Business Combination is consummated, and Jasper is only now beginning the costly and challenging process of compiling the system and processing documentation nece ssa ry to perform the evaluation of its internal control over financial reporting needed to comply with Section 404 of the Sarbanes - Oxley Act. The Com bined Company’s failure to timely and effectively implement controls and procedures required by Section 404 of the Sarbanes - Oxle y Act could have a material adverse effect on its business. There is no assurance that a stockholder’s decision whether to redeem its shares for a pro rata portion of AMHC’s trust accou nt will put the stockholder in a better future economic position. If the Business Combination’s benefits do not meet the expectations of investors or securities analysts, the market price of AMH C’s securities or, following the consummation of the Business Combination, the Combined Company’s securities, may decline. A market for the Combined Company’s securities may not develop, which would adversely affect the liquidity and price of such sec urities. There can be no assurance that the Combined Company’s securities will be approved for listing on the Nasdaq Global Market (“N asd aq”) or that the Combined Company will be able to comply with the continued listing standards of Nasdaq. Directors of AMHC have potential conflicts of interest in recommending that AMHC’s stockholders vote in favor of the adoption of the Business Combination. AMHC may redeem unexpired warrants prior to their exercise at a time that is disadvantageous to the holders of AMHC warrants, th ereby making such warrants worthless. Further, even if the Business Combination is completed, there can be no assurance that AM HC’s warrants will be in the money during their exercise period, and they may expire worthless. If AMHC seeks stockholder approval of the Business Combination, its sponsor, directors, officers, advisors and their affiliat es may elect to purchase shares or warrants from public stockholders, which may influence a vote on the Business Combination and re duce the public “float” of AMHC’s Class A common stock or warrants. If AMHC seeks stockholder approval of the Business Combination, its sponsor, officers and directors have agreed to vote in fa vor of such Business Combination, regardless of how its public stockholders vote. The ability of AMHC’s public stockholders to exercise redemption rights with respect to a large number of its shares could in cre ase the probability that the Business Combination would be unsuccessful. AMHC is not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm, an d consequently, its stockholders may have no assurance from an independent source that the price it is paying for the busines s i s fair to AMHC from a financial point of view. Legal proceedings in connection with the Business Combination, the outcomes of which are uncertain, could delay or prevent th e c ompletion of the Business Combination. The Business Combination or Combined Company may be materially adversely affected by the recent COVID - 19 outbreak. Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect AMHC’s and the Com bin ed Company’s business, including AMHC’s and the Combined Company’s ability to consummate the Business Combination, and result s o f operations.