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United States securities and exchange commission logo
July 6, 2021
Bala Venkataraman
Chief Executive Officer
Amplitude Healthcare Acquisition Corp
1177 Avenue of the Americas, Fl 40
New York, NY 10036
Re: Amplitude
Healthcare Acquisition Corp
Registration
Statement on Form S-4
Filed June 8, 2021
File No. 333-256875
Dear Mr. Venkataraman:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4
Cover Page
1. Given that the Nasdaq
listing condition is waivable, please revise the cover page to
prominently disclose
that shareholders will not have certainty at the time they vote
regarding whether the
New Jasper Voting Common Stock will be listed on a national
securities exchange
following the business combination. Also, revise the risk factor on
page 91 to reflect that
the Nasdaq listing condition may be waived.
Risk Factors, page 31
2. Please disclose the
material risks to unaffiliated investors presented by taking the
company public through
a merger rather than an underwritten offering. These risks could
include the absence of
due diligence conducted by an underwriter that would be subject to
Bala Venkataraman
FirstName
Amplitude LastNameBala Venkataraman
Healthcare Acquisition Corp
Comapany
July 6, 2021NameAmplitude Healthcare Acquisition Corp
July 6,2 2021 Page 2
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FirstName LastName
liability for any material misstatements or omissions in a
registration statement.
The Proposed Charter that will be in effect upon the Closing will provide that
the Court of
Chancery of the State of Delaware, page 85
3. Please revise this risk factor to disclose that there is also a risk
that your exclusive forum
provision may result in increased costs for investors to bring a
claim.
AMHC's Sponsor, directors and officers have interests in the Business
Combination, page 87
4. Please quantify the aggregate dollar amount and describe the nature of
what the sponsor
and its affiliates have at risk that depends on completion of a
business combination.
Include the current value of securities held, loans extended, fees
due, and out-of-pocket
expenses for which the sponsor and its affiliates are awaiting
reimbursement. Provide
similar disclosure for the company s officers and directors, if
material.
5. Please highlight the risk that the sponsor will benefit from the
completion of a business
combination and may be incentivized to complete an acquisition of a
less favorable target
company or on terms less favorable to shareholders rather than
liquidate. Please also
clarify if the sponsor and its affiliates can earn a positive rate of
return on their
investment, even if other SPAC shareholders experience a negative rate
of return in the
post-business combination company.
Business Combination Proposal, page 100
6. Please revise your disclosure to show the potential impact of
redemptions on the per share
value of the shares owned by non-redeeming shareholders by including a
sensitivity
analysis showing a range of redemption scenarios, including minimum,
maximum and
interim redemption levels.
7. Please revise to disclose all possible sources and extent of dilution
that shareholders who
elect not to redeem their shares may experience in connection with the
business
combination. Provide disclosure of the impact of each significant
source of dilution,
including the amount of equity held by founders, convertible
securities, including warrants
retained by redeeming shareholders, at each of the redemption levels
detailed in your
sensitivity analysis, including any needed assumptions.
8. It appears that underwriting fees remain constant and are not adjusted
based on
redemptions. Revise your disclosure to disclose the effective
underwriting fee on a
percentage basis for shares at each redemption level presented in your
sensitivity analysis
related to dilution.
Information About Jasper
Our Product Pipeline, page 106
9. Please revise your pipeline table to provide separate columns for
Phases 1, 2 and 3 of
clinical development.
Bala Venkataraman
FirstName
Amplitude LastNameBala Venkataraman
Healthcare Acquisition Corp
Comapany
July 6, 2021NameAmplitude Healthcare Acquisition Corp
July 6,3 2021 Page 3
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FirstName LastName
Ownership of New Jasper, page 110
10. Please expand your disclosure regarding the sponsor s ownership
interest in the target
company to disclose the approximate dollar value of the interest based
on the transaction
value and recent trading prices as compared to the price paid.
Background to the Business Combination, page 113
11. Please supplementally provide us with a copy of the forecasted
financial information that
was provided to AMHC by Jasper management.
12. Please provide additional detail regarding how the parties came to the
initial valuation for
Jasper of $275.0 million included in the February 22, 2021 letter of
intent. Please also
expand the discussion of the valuation and market conditions that led
to an increase in the
valuation on March 15, 2021.
The Board s Recommendation and Reasons for Approval of the Business
Combination, page 117
13. Please revise to discuss how the board considered the various
conflicts of interests of your
sponsor and your officers and directors discussed on page 123 in
negotiating and
recommending the business combination.
Certain Projected Financial Information, page 119
14. We note that in connection with its evaluation of the business
combination, the AMHC
Board considered certain non-public financial projections/forecasts
prepared by AMHC's
management for fiscal years 2021 through 2036 with respect to Jasper
as a
standalone company. We have the following comments regarding these
forecasts:
Describe the process undertaken to formulate the forecasts and
assumptions and the
parties who participated in the preparation of the forecasts.
Disclose the material assumptions and estimates underlying the
forecasts, including
Jasper's revenue growth rates, operating costs, product pricing,
gross margins, etc.
and the limitations of the forecasts. Provide investors with
sufficient information to
evaluate the forecasted financial information and its
reasonableness.
Explain how you arrived at the probability of regulatory approval
and the nature of
such adjustment and whether you applied the same regulatory
success rates for each
of the pre-commercialization products, and if so, why.
Explain how management and the Board relied upon the forecasts and
how they
determined that they are reasonable, particularly in light of the
length of the
forecasts and since Jasper is a clinical stage company with
limited operations and no
approved products. Specifically, address the reliability of the
projections related to
the later years presented.
Explain to us the extent you have considered providing separate
forecasted financial
information for each group of product candidates based on their
stage of
development.
Bala Venkataraman
Amplitude Healthcare Acquisition Corp
July 6, 2021
Page 4
Comparable Company Analysis, page 121
15. Please revise your discussion of the Comparable Company Analysis to
clearly show the
underlying data for the Trading Comparables and M&A Comparables.
Unaudited Pro Forma Condensed Combined Financial Statements
Accounting for the Business Combination, page 169
16. With respect to the note (5), please show the computation of Former
Jasper shares
converted to the new Jasper Common Stock outstanding following the
consummation of
the Business Combination. We note your adjustment (L) on page 165. In
your response,
please provide the number of Former Jasper Series A-1 and Series A-2
preferred shares
outstanding prior to the conversion, conversion ratio used, and the
number of New Jasper
Shares converted for Series A-1 and Series A-2 preferred shares,
respectively.
17. We also note on page F-93 that the conversion rate of Jasper's Series
A-2 redeemable
preferred stock can be reduced to 4% if the Company terminates the
Amgen license
agreement, or Amgen is pursuing a clinical development of an anti
c-kit antibody. Please
expand your disclosure to describe how these conditions would have
impacted the
conversion of the preferred stock and the related net loss per share
calculation.
Note 3 - Pro Forma Adjustments, page 171
18. With respect to adjustment BB, please specify the income tax rate used
to calculate the
provision for income taxes.
Note 5 - Earnout Shares, page 172
19. Please list the expected volatility rate and the risk-free interest
rate used to value the
earnout liabilities.
Our Solution and Product Candidates, page 189
20. We note your statement that certain attributes will allow JSP191 to be
used safely and
effectively. Please revise your disclosures to remove any statements
that imply that
JSP191 is safe or effective, as safety and efficacy are determinations
that are solely within
the authority of the FDA or similar foreign regulators.
Management of New Jasper Following the Business Combination, page 242
21. Please revise to briefly discuss, for each director, the specific
experience, qualifications,
FirstName LastNameBala Venkataraman
attributes or skills that led to the conclusion that the person should
serve as a director for
ComapanyyourNameAmplitude
company, in lightHealthcare Acquisition
of your business Corp
and structure. Refer to
Item 401(e) of Regulation
July 6, S-K.
2021 Page 4
FirstName LastName
Bala Venkataraman
FirstName
Amplitude LastNameBala Venkataraman
Healthcare Acquisition Corp
Comapany
July 6, 2021NameAmplitude Healthcare Acquisition Corp
July 6,5 2021 Page 5
Page
FirstName LastName
Dr. Shizuru Consulting Agreement, page 259
22. Please file the consulting agreement as an exhibit or tell us why you
do not believe you
are required to file it. Refer to Item 601(b)(10) of Regulation S-K.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Christie Wong at 202-551-3684 or Brian Cascio at
202-551-3676 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Ada Sarmento at 202-551-3798 or Chris Edwards at 202-551-6761 with any
other
questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Christopher D. Barnstable-Brown, Esq.