0001213900-22-014845 | POS AM | XBRL Viewer

Organization and Description of Business	12 Months Ended
Dec. 31, 2021
Accounting Policies [Abstract]
ORGANIZATION AND DESCRIPTION OF BUSINESS	NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Description of Business Jasper Therapeutics, Inc. (“Jasper” or the “Company”), formerly known as Amplitude Healthcare Acquisition Corporation (“AMHC”), is a clinical-stage biotechnology company dedicated to enabling cures through hematopoietic stem cell transplants. The Company is focused on the development and commercialization of safer, more effective conditioning agents and stem cell grafts to allow for expanded use of curative therapy with stem cell transplantation and gene therapies. Its drug development pipeline includes multiple product candidates designed to improve stem cell transplants. The lead compound, JSP191, is in clinical development as a conditioning antibody that clears hematopoietic (blood and bone marrow) stem cells from bone marrow in patients undergoing hematopoietic cell transplantation. The Company is also developing engineered hematopoietic stem cell products. The Company is headquartered in Redwood City, California. On September 24, 2021 (the “Closing Date”), the Company consummated the previously announced business combination (the “Business Combination” or “Reverse Recapitalization” for accounting purposes) pursuant to the terms of the Business Combination Agreement, dated as of May 5, 2021 (the “BCA”), by and among AMHC, Ample Merger Sub, Inc., a then-wholly-owned subsidiary of AMHC (“Merger Sub”), and the pre-Business Combination Jasper Therapeutics, Inc. (now named Jasper Tx Corp.) (“Old Jasper”). Pursuant to the terms of the BCA, on the Closing Date, (i) Merger Sub merged with and into Old Jasper, with Old Jasper as the surviving company in the Business Combination, and, after giving effect to such Business Combination, Old Jasper became a wholly-owned subsidiary of AMHC and changed its name to “Jasper Tx Corp.”, and (ii) AMHC changed its name to “Jasper Therapeutics, Inc.”. In addition, concurrently with the execution of the BCA, certain investors (the “PIPE Investors”) entered into Subscription Agreements with AMHC whereby such investors subscribed for the purchase of an aggregate of 10,000,000 shares of AMHC’s Class A Common Stock at a price of $10.00 per share for aggregate gross proceeds of $100.0 million (the “PIPE Financing”). The PIPE Financing was consummated concurrently with the closing of the Business Combination. Please refer to Note 3, “Reverse Recapitalization”, for further details of the Business Combination. Liquidity and Need for Additional Capital The Company has incurred significant losses and negative cash flows from operations since its inception. During the years ended December 31, 2021 and 2020, the Company incurred net losses of $30.6 million and $31.7 million, respectively. During the years ended December 31, 2021 and 2020, the Company had negative operating cash flows of $33.7 million and $18.3 million, respectively. As of December 31, 2021, the Company had an accumulated deficit of $67.5 million. The Company expects to continue to incur substantial losses, and its ability to achieve and sustain profitability will depend on the successful development, approval, and commercialization of product candidates and on the achievement of sufficient revenues to support the Company’s cost structure. The Company’s cash and cash equivalents of $84.7 million as of December 31, 2021 are not sufficient for the Company to continue as a going concern for at least one year from the issuance date of these consolidated financial statements. Additional funds are necessary to maintain current operations and to continue research and development activities. The Company’s management plans to monitor expenses and raise additional capital through a combination of public and private equity, debt financings, strategic alliances, and licensing arrangements. The Company’s ability to access capital when needed is not assured and, if capital is not available to the Company when, and in the amounts, needed, the Company could be required to delay, scale back, or abandon some or all of its development programs and other operations, which could materially harm the Company’s business, financial condition and results of operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The accompanying consolidated financial statements do not reflect any adjustments relating to the recoverability and reclassifications of assets and liabilities that might be necessary if the Company is unable to continue as a going concern. Coronavirus Pandemic In March 2020, the World Health Organization declared the global novel coronavirus disease 2019 (“COVID-19”) outbreak a pandemic. The Company is following, and will continue to follow, recommendations from the U.S. Centers for Disease Control and Prevention as well as federal, state, and local governments regarding working-from-home practices for non-essential employees as well as return-to-work policies and procedures. The Company expects to continue to take actions as may be required or recommended by government authorities or as the Company determines are in the best interests of its employees and other business partners in light of the pandemic. While the Company’s operations to date have not been significantly impacted by the COVID-19 pandemic, it cannot at this time predict the specific extent, duration, or full impact that the COVID-19 pandemic will have on its business, financial condition and operations, including planned clinical trials and clinical development timelines. The Company experienced slower than anticipated patient enrollment in its severe combined immunodeficiency clinical trial in 2020 due to reluctance of these immunocompromised patients to travel and undergo hospitalization during the pandemic. The Company may continue to experience interruptions to its clinical trials due to the COVID-19 pandemic, including the spread of variants. The impact of the COVID-19 pandemic on the Company’s financial performance will depend on future developments, including the duration and spread of the pandemic, its impact on the Company’s clinical trial enrollment, trial sites, contract research organizations (“CROs”), contract manufacturing organizations (“CMOs”), and other third parties with whom it does business, its impact on regulatory authorities and the Company’s key scientific and management personnel, progress of vaccination and related governmental advisories and restrictions. These developments and the impact of the COVID-19 pandemic on the financial markets and the overall economy are highly uncertain and cannot be predicted.

Organization and Description of Business

12 Months Ended

Dec. 31, 2021

ORGANIZATION AND DESCRIPTION OF BUSINESS

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Description of Business

Jasper Therapeutics, Inc. (“Jasper” or the “Company”), formerly known as Amplitude Healthcare Acquisition Corporation (“AMHC”), is a clinical-stage biotechnology company dedicated to enabling cures through hematopoietic stem cell transplants. The Company is focused on the development and commercialization of safer, more effective conditioning agents and stem cell grafts to allow for expanded use of curative therapy with stem cell transplantation and gene therapies. Its drug development pipeline includes multiple product candidates designed to improve stem cell transplants. The lead compound, JSP191, is in clinical development as a conditioning antibody that clears hematopoietic (blood and bone marrow) stem cells from bone marrow in patients undergoing hematopoietic cell transplantation. The Company is also developing engineered hematopoietic stem cell products. The Company is headquartered in Redwood City, California.

On September 24, 2021 (the “Closing Date”), the Company consummated the previously announced business combination (the “Business Combination” or “Reverse Recapitalization” for accounting purposes) pursuant to the terms of the Business Combination Agreement, dated as of May 5, 2021 (the “BCA”), by and among AMHC, Ample Merger Sub, Inc., a then-wholly-owned subsidiary of AMHC (“Merger Sub”), and the pre-Business Combination Jasper Therapeutics, Inc. (now named Jasper Tx Corp.) (“Old Jasper”). Pursuant to the terms of the BCA, on the Closing Date, (i) Merger Sub merged with and into Old Jasper, with Old Jasper as the surviving company in the Business Combination, and, after giving effect to such Business Combination, Old Jasper became a wholly-owned subsidiary of AMHC and changed its name to “Jasper Tx Corp.”, and (ii) AMHC changed its name to “Jasper Therapeutics, Inc.”.

In addition, concurrently with the execution of the BCA, certain investors (the “PIPE Investors”) entered into Subscription Agreements with AMHC whereby such investors subscribed for the purchase of an aggregate of 10,000,000 shares of AMHC’s Class A Common Stock at a price of $10.00 per share for aggregate gross proceeds of $100.0 million (the “PIPE Financing”). The PIPE Financing was consummated concurrently with the closing of the Business Combination.

Please refer to Note 3, “Reverse Recapitalization”, for further details of the Business Combination.

Liquidity and Need for Additional Capital

The Company has incurred significant losses and negative cash flows from operations since its inception. During the years ended December 31, 2021 and 2020, the Company incurred net losses of $30.6 million and $31.7 million, respectively. During the years ended December 31, 2021 and 2020, the Company had negative operating cash flows of $33.7 million and $18.3 million, respectively. As of December 31, 2021, the Company had an accumulated deficit of $67.5 million. The Company expects to continue to incur substantial losses, and its ability to achieve and sustain profitability will depend on the successful development, approval, and commercialization of product candidates and on the achievement of sufficient revenues to support the Company’s cost structure.

The Company’s cash and cash equivalents of $84.7 million as of December 31, 2021 are not sufficient for the Company to continue as a going concern for at least one year from the issuance date of these consolidated financial statements. Additional funds are necessary to maintain current operations and to continue research and development activities. The Company’s management plans to monitor expenses and raise additional capital through a combination of public and private equity, debt financings, strategic alliances, and licensing arrangements. The Company’s ability to access capital when needed is not assured and, if capital is not available to the Company when, and in the amounts, needed, the Company could be required to delay, scale back, or abandon some or all of its development programs and other operations, which could materially harm the Company’s business, financial condition and results of operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The accompanying consolidated financial statements do not reflect any adjustments relating to the recoverability and reclassifications of assets and liabilities that might be necessary if the Company is unable to continue as a going concern.

Coronavirus Pandemic

In March 2020, the World Health Organization declared the global novel coronavirus disease 2019 (“COVID-19”) outbreak a pandemic. The Company is following, and will continue to follow, recommendations from the U.S. Centers for Disease Control and Prevention as well as federal, state, and local governments regarding working-from-home practices for non-essential employees as well as return-to-work policies and procedures. The Company expects to continue to take actions as may be required or recommended by government authorities or as the Company determines are in the best interests of its employees and other business partners in light of the pandemic.

While the Company’s operations to date have not been significantly impacted by the COVID-19 pandemic, it cannot at this time predict the specific extent, duration, or full impact that the COVID-19 pandemic will have on its business, financial condition and operations, including planned clinical trials and clinical development timelines. The Company experienced slower than anticipated patient enrollment in its severe combined immunodeficiency clinical trial in 2020 due to reluctance of these immunocompromised patients to travel and undergo hospitalization during the pandemic. The Company may continue to experience interruptions to its clinical trials due to the COVID-19 pandemic, including the spread of variants. The impact of the COVID-19 pandemic on the Company’s financial performance will depend on future developments, including the duration and spread of the pandemic, its impact on the Company’s clinical trial enrollment, trial sites, contract research organizations (“CROs”), contract manufacturing organizations (“CMOs”), and other third parties with whom it does business, its impact on regulatory authorities and the Company’s key scientific and management personnel, progress of vaccination and related governmental advisories and restrictions. These developments and the impact of the COVID-19 pandemic on the financial markets and the overall economy are highly uncertain and cannot be predicted.

Net Loss Per Share Attributable to Common Stockholders (Details) - Schedule of basic and diluted net loss per share attributable to common stockholders - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Numerator:
Net loss attributable to common stockholders (in Dollars)	$ (30,637)	$ (31,669)
Denominator:
Weighted average common shares outstanding	12,363,677	2,697,181
Less: Weighted-average unvested restricted shares	(685,129)	(967,363)
Less: Weighted-average shares subject to earnout	(284,795)
Weighted average shares used to compute basic and diluted net loss per share	11,393,753	1,729,818
Net loss per share attributable to common stockholders – basic and diluted (in Dollars per share)	$ (2.69)	$ (18.31)

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities, and addition from assumption of issuance of common shares for dilutive potential common shares; of income (loss) available to common shareholders.

+ References + Details

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities
Net loss	$ (30,637)	$ (31,669)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization expense	377
Non-cash lease expense	189	21
Stock-based compensation expense	1,048	1,210
Change in fair value of derivative liability	3,501	10,875
Change in fair value of common stock warrant liability	(500)
Change in fair value of earnout liability	(9,277)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(2,212)	(247)
Other receivables	600
Other non-current assets	(347)	(250)
Accounts payable	2,938	358
Accrued expenses and other current liabilities	959	1,225
Operating lease liability	(117)	10
Other non-current liabilities	(200)	200
Net cash used in operating activities	(33,678)	(18,267)
Cash flows used in investing activities
Purchases of property and equipment	(2,428)
Net cash used in investing activities	(2,428)
Cash flows from financing activities
Net proceeds from Reverse Recapitalization and PIPE Financing (Note 3)	95,271
Payment of Reverse Recapitalization related expenses	(5,288)
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs	10,750	11,234
Proceeds from exercise of common stock options	235	53
Proceeds from exercise of common stock warrants	1
Net cash provided by financing activities	100,969	11,287
Net increase (decrease) in cash, cash equivalents and restricted cash	64,863	(6,980)
Cash, cash equivalents and restricted cash at beginning of the year	20,183	27,163
Cash, cash equivalents and restricted cash at end of the year	85,046	20,183
Supplemental and non-cash items reconciliations:
Accounts payable and accrued expenses for purchases of property and equipment		436
Right-of-use asset obtained in exchange for lease liabilities		1,357
Non-cash leasehold improvements	1,378	256
Vesting of founders’ restricted stock	10	10
Conversion of redeemable convertible preferred stock into common stock in connection with Reverse Recapitalization	(66,249)
Deferred issuance costs reclassified to additional paid in capital	5,288
Net liabilities assumed upon the closing of Reverse Recapitalization	(7,222)
Recognition of earnout liability	15,020
Recognition (settlement) of derivative tranche liability	(11,659)	(6,770)
Letter of credit issued in connection with lease recognition		$ 345

Reverse Recapitalization (Tables)

12 Months Ended

Dec. 31, 2021

Reverse Recapitalization [Abstract]

Schedule of shares of common stock issued and outstanding

	Number of Shares
Common stock of AMHC outstanding prior to the Business Combination	12,500,000
Less: shares forfeited by the Sponsor	(200,000	)
Less: redemption of AMHC shares	(9,262,099	)
Common stock of AMHC	3,037,901
Shares issued in the PIPE Financing	10,000,000
Business Combination and PIPE Financing shares	13,037,901
Old Jasper shares	24,778,409
Total shares of common stock immediately after the Business Combination	37,816,310

Significant Agreements (Details) - USD ($) $ in Millions	1 Months Ended	12 Months Ended
Significant Agreements (Details) - USD ($) $ in Millions	Nov. 21, 2019	Dec. 31, 2021	Dec. 31, 2020	Nov. 30, 2020	Jun. 30, 2020
Significant Agreements (Details) [Line Items]
Exercise fee		$ 1.0
Research and development cost		1.0
Amount paid for option exercise fee		0.2		$ 0.2	$ 0.2
Current liabilities			$ 0.4
Noncurrent liabilities			$ 0.2
Accrued expenses and other current liabilities		$ 0.4
Related party, interest rate		5.00%
Annual license maintenance fees description		The Company will pay annual license maintenance fees, beginning on the first anniversary of the effective date of the agreement and ending upon the first commercial sale of a product, method, or service in the licensed field of use, as follows: $25,000 for each first and second year, $35,000 for each third and fourth year, and $50,000 at each anniversary thereafter ending upon the first commercial sale.
Sales milestone payments		$ 9.0
Series A-2 Redeemable Convertible Preferred Stock [Member]
Significant Agreements (Details) [Line Items]
Research and development cost	$ 0.9
Convertible preferred stock (in Shares)	100

Income Taxes (Details) - USD ($) $ in Millions	12 Months Ended
Income Taxes (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Valuation allowance increased	$ 10.1	$ 6.2
Research and development credit carryforwards	1.3
Reduce future taxable income	1.0
Net operating loss	2.9
Net operating loss deferred tax assets	$ 0.6
Annual deduction limitation percentage	80.00%

Derivative Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of business combination the estimated fair value

	February 26, 2021
Series A-1 redeemable convertible preferred stock value	$	1.57
Purchase price	$	0.75
Expected term (in years)		—
Expected volatility		0.00	%
Risk-free interest rate		0.00	%

	September 24, 2021
Common stock value	$	15.12
Expected term (in years)		3.00
Expected volatility		75.00	%
Risk-free interest rate		0.55	%

Reverse Recapitalization (Details) - Schedule of shares of common stock issued and outstanding	12 Months Ended
	Dec. 31, 2021 shares
Schedule of shares of common stock issued and outstanding [Abstract]
Common stock of AMHC outstanding prior to the Business Combination	12,500,000
Less: shares forfeited by the Sponsor	(200,000)
Less: redemption of AMHC shares	(9,262,099)
Common stock of AMHC	3,037,901
Shares issued in the PIPE Financing	10,000,000
Business Combination and PIPE Financing shares	13,037,901
Old Jasper shares	24,778,409
Total shares of common stock immediately after the Business Combination	37,816,310

Net Loss Per Share Attributable to Common Stockholders (Details)	Dec. 31, 2021 $ / shares
Earnings Per Share [Abstract]
Weighted-average number of shares of common stock outstanding	$ 0.282378

Accounting Policies, by Policy (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation

The consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and regulations of the U.S. Securities and Exchange Commission for financial reporting.

The accompanying financial statements are consolidated for the year ended December 31, 2021 and include the accounts of Jasper Therapeutics, Inc. (i.e., formerly known as AMHC) and its wholly-owned subsidiary, Jasper Tx Corp., following the Reverse Recapitalization as further discussed in Note 3, “Reverse Recapitalization”. All other accompanying financial statements as of December 31, 2020 and for the year ended December 31, 2020 include only the accounts of Jasper Tx Corp. All intercompany transactions and balances have been eliminated upon consolidation.

All historical share data and per-share amounts were retrospectively adjusted to reflect the effect of the exchange ratio of 0.2823780 per one share, which was determined at the closing of the Reverse Recapitalization, except for the 100 shares of Series A-2 redeemable convertible preferred stock. The Series A-2 shares were not subject to the exchange ratio as a part of the recapitalization; rather, the shares were converted into 2,200,000 shares of common stock upon the closing of the Business Combination. Refer to Note 10 for further discussion regarding the terms of these shares.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, assumptions and judgements that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting periods. Significant estimates and assumptions made in the accompanying consolidated financial statements include but are not limited to the valuation of common and redeemable convertible preferred stock before the Reverse Recapitalization, the determination of the incremental borrowing rate used for operating lease liabilities, valuation of derivative liability, valuation of earnout liability and the measurement of stock-based compensation expense. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could materially differ from those estimates.

Cash, Cash Equivalents, and Restricted Cash

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total amount shown in the consolidated statements of cash flows (in thousands):

	December 31,
	2021		2020
Cash and cash equivalents	$	84,701	$	19,838
Restricted cash		345		345
Total cash, cash equivalents and restricted cash	$	85,046	$	20,183

Cash and cash equivalents consist of checking account and investments in money market funds with an original maturity of three months or less at the time of purchase. The recorded carrying amount of cash and cash equivalents approximates their fair value. Restricted cash relates to the letter of credit secured in conjunction with the operating lease (Note 9).

Concentrations of Credit Risk and Other Risks and Uncertainties

The Company’s cash and cash equivalents are maintained with financial institutions in the United States of America. Management believes that these financial institutions are financially sound. The Company has not experienced any losses on its cash and cash equivalents.

The Company is subject to risks common to companies in the development stage, including, but not limited to, development and regulatory approval of new product candidates, development of markets and distribution channels, dependence on key personnel, and the ability to obtain additional capital as needed to fund its product plans. To achieve profitable operations, the Company must successfully develop and obtain requisite regulatory approvals for, manufacture, and market its product candidates. There can be no assurance that any such product candidate can be developed and approved or manufactured at an acceptable cost and with appropriate performance characteristics, or that such product will be successfully marketed. These factors could have a material adverse effect on the Company’s future financial results.

Products developed by the Company require approval from the U.S. Food and Drug Administration (“FDA”) or other international regulatory agencies prior to commercial sales. There can be no assurance that the Company’s future products will receive the necessary clearances. If the Company were denied such clearances or such clearances were delayed, it could have a materially adverse impact on the Company.

Deferred Transaction Costs

The Company capitalized qualified legal, accounting, and other direct costs related to the Business Combination, which were deferred until completion of the Business Combination. Upon the completion of the Business Combination, all deferred costs were recorded as a reduction to additional paid-in capital.

Property and Equipment, Net

Property and equipment, net is stated at cost less accumulated depreciation and amortization. Depreciation and amortization are recorded using the straight-line method over the estimated useful lives of the assets, generally 3 to 5 years. Leasehold improvements are amortized over the shorter of the estimated useful life of the asset or the remaining term of the lease. Upon the sale or retirement of assets, the cost and related accumulated depreciation and amortization are removed from the balance sheets and the resulting gain or loss is reflected in the consolidated statements of operations and comprehensive loss. Maintenance and repairs are charged to operations as incurred.

Impairment of Long-Lived Assets

The Company reviews its long-lived assets for impairment, principally property and equipment, whenever events or changes in business circumstances indicate the carrying amount of an asset may not be fully recoverable. Recoverability of assets held and used is measured by comparing the carrying amount of an asset to future net cash flows expected to be generated by the asset. If the Company determines that the carrying value of long-lived assets may not be recoverable, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Fair value is determined through various valuation techniques, principally discounted cash flow models, to assess the fair values of long-lived assets. The Company did not record any impairment of long-lived assets during the years ended December 31, 2021 and 2020.

Leases

The Company determines whether an arrangement is or contains a lease at the inception of the arrangement and whether such a lease is classified as a financing lease or operating lease at the commencement date of the lease. Leases with a term greater than one year are recognized on the balance sheet as operating right-of-use assets and non-current portion of operating lease liabilities. The Company elected not to recognize the right-of-use assets and lease liabilities for leases with lease terms of 12 months or less (short-term leases). Lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected lease term. As the interest rate implicit in the Company’s lease contracts is not readily determinable, the Company utilizes a collateralized incremental borrowing rate based on the information available at the commencement date to determine the present value of lease payments. Certain adjustments to the right-of-use asset may be required for items such as initial direct costs paid or incentives received and impairment charges if the Company determines the right-of-use asset is impaired.

The Company considers the lease term to be the noncancelable period that it has the right to use the underlying asset, together with any periods where it is reasonably certain it will exercise an option to extend (or not terminate) the lease. Periods covered by an option to extend (or not terminate) the lease in which the exercise of the option is controlled by the lessor are included in the lease term.

Rent expense for operating leases is recognized on a straight-line basis over the lease term and is presented in operating expenses on the consolidated statements of operations and comprehensive loss. The Company has elected to not separate lease and non-lease components for its real estate leases and has instead accounted for each separate lease component and the non-lease components associated with that lease component as a single lease component. Variable lease payments are recognized as lease expense as incurred and are presented in operating expenses on the consolidated statements of operations and comprehensive loss.

The Company has no finance leases as of December 31, 2021 and 2020.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, prepaid expenses and other current assets, accounts payable, accrued expenses and other current liabilities, derivative tranche liability, common stock warrant liability, contingent earnout liability and other non-current liabilities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The carrying amounts of cash, prepaid expenses and other current assets, accounts payable, accrued expenses and other current liabilities, approximate fair value due to their short-term maturities.

Redeemable Convertible Preferred Stock

The Company recorded all shares of redeemable convertible preferred stock at their respective fair values on the dates of issuance, net of issuance costs and bifurcated derivative tranche liability, which was bifurcated as it was concluded to be a freestanding financial instrument liability. The redeemable convertible preferred stock was recorded outside of permanent equity because while it was not mandatorily redeemable, in certain events considered not solely within the Company’s control such as a merger, acquisition or sale of all or substantially all of the Company’s assets (each, a deemed liquidation event), the redeemable convertible preferred stock became redeemable at the option of the holders of at least 55% of the then outstanding shares. The Company did not adjust the carrying values of the redeemable convertible preferred stock to its liquidation preference because a deemed liquidation event obligating the Company to pay the liquidation preferences to holders of shares of redeemable convertible preferred stock was not probable of occurring.

Common Stock Warrant Liability

The Company has outstanding warrants to purchase 4,999,883 shares of its common stock (the “Common Stock Warrants”), all of which were issued in connection with AMHC’s initial public offering and entitle a holder to purchase one share of the Company’s common stock at an exercise price of $11.50 per share. The Common Stock Warrants are publicly traded and exercisable during the exercise period, which commenced on October 24, 2021 and ends on September 24, 2026, for cash or, in certain circumstances, on a cashless basis. The Common Stock Warrants are accounted as derivative financial instruments. As long as the Company continues to have shares of non-voting common stock outstanding, the Common Stock Warrants do not meet the equity classification guidance and are accounted as liabilities at fair value. The Common Stock Warrants are subsequently remeasured at each reporting date with changes in fair value recorded in the consolidated statements of operations and comprehensive loss until exercise or expiration. Upon conversion of all outstanding shares of non-voting common stock into shares of voting common stock, the Common Stock Warrants will meet the equity classification guidance and will be reclassified to equity at the then-current fair value.

Contingent Earnout Liability

At the closing of the Business Combination, the Company recognized the earnout liability related to the Sponsor Support Agreement, dated May 5, 2021 and amended on September 24, 2021, by and among the Company, Amplitude Healthcare Holdings LLC (the “Sponsor”) and Old Jasper (as amended, the “Sponsor Support Agreement”), pursuant to which 1,050,000 shares of common stock that were previously issued to the Sponsor were placed in escrow (the “Earnout Shares”). These shares will be released from escrow upon achieving agreed upon common stock price targets during the specified periods and in three tranches. In accordance with Accounting Standards Codification (“ASC”) Topic 815-40, the Earnout Shares are not indexed to the common stock and therefore are accounted as a liability at fair value at the Closing Date and subsequently remeasured at each reporting date with changes in fair value recorded in the consolidated statements of operations and comprehensive loss. The Company will reassess the classification of the Earnout Shares as triggering events are met or expire.

Derivative Tranche Liability

The Company determined that its obligation to issue additional shares of redeemable convertible preferred stock upon the occurrence of certain events, including a number of patients enrolled in the clinical trials, or the consent of the Company’s Board of Directors (the “Board”), represented a freestanding financial instrument. The instrument was classified as a liability on the consolidated balance sheets and was subject to re-measurement at each balance sheet date and at the settlement date, any change in fair value was recognized in the consolidated statements of operations and comprehensive loss. The derivative tranche liability was settled in February 2021 and is no longer outstanding as of December 31, 2021.

Accrued Research and Development Expenses

The Company has entered into various agreements with outsourced vendors, CMOs and CROs. The Company makes estimates of accrued research and development expenses as of each balance sheet date based on facts and circumstances known at that time. The Company periodically confirms the accuracy of its estimates with the service providers and makes adjustments, if necessary. Research and development accruals are estimated based on the level of services performed, progress of the studies, including the phase or completion of events, and contracted costs. The estimated costs of research and development services provided, but not yet invoiced, are included in accrued expenses on the balance sheets. If the actual timing of the performance of services or the level of effort varies from the original estimates, the Company will adjust the accrual accordingly. Payments made under these arrangements in advance of the performance of the related services are recorded as prepaid expenses and other current assets until the services are rendered. To date, there have been no material differences between estimates of such expenses and the amounts actually incurred.

Research and Development

The Company expenses research and development (“R&D”) expenses as incurred. R&D expenses consist primarily of personnel-related expenses, clinical studies, engineering and product development costs to support regulatory clearance of, and related regulatory compliance for, the Company’s products. Specifically, R&D expenses that support regulatory approval of, and related regulatory compliance for, the Company’s products include costs associated with the Company’s clinical studies, consisting of clinical trial design, clinical site establishment and management, clinical data management, travel expenses and the costs of products used for the Company’s clinical trials. Personnel-related expenses include salaries, benefits, bonuses and stock-based compensation of the Company’s R&D employees. Non personnel-related expenses include costs of outside consultants, testing, materials and supplies, and allocated overhead. The Company allocates overheads related to rent, facility costs, information technology and human resources costs. R&D expenses are charged to expense when incurred.

General and Administrative

General and administrative expenses include compensation, employee benefits and stock-based compensation for executive management, finance administration and human resources, allocated facility costs, professional service fees and other general overhead costs, including allocated depreciation to support the Company’s operations.

Stock-Based Compensation

The Company measures its stock-based awards made to employees and non-employees based on the estimated fair values of the awards as of the grant date using the Black-Scholes option-pricing model. The model requires management to make a number of assumptions, including common stock fair value, expected volatility, expected term, risk-free interest rate and expected dividend yield. The Company expenses the fair value of its equity-based compensation awards on a straight-line basis over the requisite service period, which is the period in which the related services are received. The Company accounts for award forfeitures as they occur. The expense for stock-based awards with performance conditions is recognized when it is probable that a performance condition is met during the vesting period.

Income Taxes

The Company accounts for income taxes using the asset and liability method. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

In evaluating the ability to recover its deferred income tax assets, the Company considers all available positive and negative evidence, including its operating results, ongoing tax planning, and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis. In the event the Company determines that it would be able to realize its deferred income tax assets in the future in excess of their net recorded amount, it would make an adjustment to the valuation allowance that would reduce the provision for income taxes. Conversely, if all or part of the net deferred tax assets are determined not to be realizable in the future, an adjustment to the valuation allowance would be charged to the provision of income taxes in the period when such determination is made. As of December 31, 2021 and 2020, the Company has recorded a full valuation allowance on its deferred tax assets.

Tax benefits related to uncertain tax positions are recognized when it is more likely than not that a tax position will be sustained during an audit. Interest and penalties related to unrecognized tax benefits are included within the provision for income tax. To date, there have been no interest or penalties recorded in relation to unrecognized tax benefits.

Foreign Currency Transactions

Transactions denominated in foreign currencies are initially measured in U.S. dollars using the exchange rate on the date of the transaction. Foreign currency denominated monetary assets and liabilities are subsequently re-measured at the end of each reporting period using the exchange rate at that date, with the corresponding foreign currency transaction gain or loss recorded in the consolidated statements of operations and comprehensive loss and consolidated statements of cash flows. Nonmonetary assets and liabilities are not subsequently re-measured.

Comprehensive loss

Comprehensive loss represents all changes in stockholders’ equity (deficit) except those resulting from distributions to stockholders. There have been no items qualifying as other comprehensive income (loss) during the years ended December 31, 2021 and 2020, and therefore, the Company’s comprehensive loss was the same as its reported net loss.

Net Loss per Share Attributable to Common Stockholders

Basic net loss per share of common stock is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders adjusted for income (expenses), net of tax, related to any diluted securities, by the weighted-average number of shares of common stock and potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, the redeemable convertible preferred stock, common stock subject to repurchase, common stock subject to restricted stock awards, the Earnout Shares, the Common Stock Warrants and stock options are considered to be potentially dilutive securities.

Basic and diluted net loss attributable to common stockholders per share is presented in conformity with the two-class method required for participating securities. The Company considers all series of its redeemable convertible preferred stock, common stock subject to repurchase, common stock subject to restricted stock awards and the Earnout Shares to be participating securities as the holders are entitled to receive dividends on a pari passu basis in the event that a dividend is paid on the Company’s common stock. The Company’s participating securities do not have a contractual

obligation to share in the Company’s losses. As such, the net loss is attributed entirely to common stockholders. For the years ended December 31, 2021 and 2020, the diluted net loss per share of common stock was the same as basic net loss per share of common stock, as the impact of potentially dilutive securities was antidilutive to the net loss per share. The Earnout Shares and common stock subject to restricted stock awards are contingently issuable shares and are not included in the diluted net loss per share calculation until contingencies are resolved.

Segment Reporting

The Company has determined it operates as a single operating and reportable segment. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations on a consolidated basis for the purposes of allocating resources. All long-lived assets are located in the United States.

Recent Accounting Pronouncements

In December 2019, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which removes certain exceptions to the general principles in Topic 740 and improves consistent application of and simplifies U.S. GAAP for other areas of Topic 740 by clarifying and amending existing guidance. For public companies, this ASU is effective for fiscal years beginning after December 15, 2020. For all other entities, this ASU is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company uses the extended transition period for emerging growth companies and plans to adopt this ASU on January 1, 2022. The Company expects the adoption of this ASU will not have a material effect on the Company’s consolidated financial statements and related disclosures.

Summary of Significant Accounting Policies (Details) - Schedule of reconciliation of cash equivalents and restricted cash - Cash Cash Equivalents and Restricted Cash [Member] - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Restricted Cash and Cash Equivalents Items [Line Items]
Cash and cash equivalents	$ 84,701	$ 19,838
Restricted cash	345	345
Total cash, cash equivalents and restricted cash	$ 85,046	$ 20,183

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of provision for income taxes rate

	Year Ended December 31,
	2021			2020
Federal tax benefit at statutory rate	$	(6,433	)	$	(6,651	)
State taxes		(1,729	)		(1,757	)
Change in fair value of derivative		735			2,284
Change in fair value of warrant liability		(105	)		—
Change in fair value of earnout liability		(1,948	)		—
Non-deductible expenses		633			231
Research and development credits		(1,095	)		(298	)
Change in valuation allowance		10,095			6,191
Other		(153	)		—
Provision for income taxes	$	—		$	—

Schedule of company’s net deferred tax assets (liabilities)

	December 31,
	2021			2020
Deferred tax assets:
Accrued expenses and other	$	510		$	592
Intangibles		407			369
Net operating losses		14,683			6,046
Research and development credits		1,410			315
Stock based compensation		222			179
Lease Liability		760			485
Unrealized gain/loss		13			—
Total deferred tax assets		18,005			7,986
Valuation allowance		(17,682	)		(7,587	)
Total net deferred tax assets		323			399

Deferred tax liabilities:
Right-of-use asset		(302	)		(399	)
Fixed assets		(21	)		—
Total deferred tax liabilities		(323	)		(399	)
Net deferred tax assets	$	—		$	—

Schedule of company’s federal and state net operating loss carryforwards

	Amount		Expiration Years
Net operating losses, Federal	$	53,071	Do not expire
Net operating losses, states primarily California	$	45,442	2038 – 2041

Schedule of reconciliation of unrecognized tax benefits

	Year Ended December 31,
	2021		2020
Balance at beginning of year	$	252	$	17
Additions based on tax positions related to current year		576		235
Balance at end of year	$	828	$	252

Fair Value Measurements

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 4. FAIR VALUE MEASUREMENTS

The Company measures certain financial assets and liabilities at fair value on a recurring basis. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. A three-tier fair value hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value:

• Level 1 — Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;

• Level 2 — Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and

• Level 3 — Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data.

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value.

Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability.

The fair value of Level 1 securities is determined using quoted prices in active markets for identical assets. Level 1 securities consist of highly liquid money market funds. In addition, restricted cash collateralized by money market funds is a financial asset measured at fair value and is a Level 1 financial instrument under the fair value hierarchy.

Financial assets and liabilities are considered Level 2 when their fair values are determined using inputs that are observable in the market or can be derived principally from or corroborated by observable market data, such as pricing for similar securities, recently executed transactions, cash flow models with yield curves, and benchmark securities. In addition, Level 2 financial instruments are valued using comparisons to like-kind financial instruments and models that use readily observable market data as their basis. The Company had no financial instruments classified at Level 2 as of December 31, 2021 and 2020.

Financial assets and liabilities are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies, or similar techniques and at least one significant model assumption or input is unobservable. Level 3 liabilities that are measured at fair value on a recurring basis included the derivative tranche liability, which was extinguished in February 2021, and earnout liability, which was recognized in connection with the Business Combination.

During the periods presented, the Company has not changed the manner in which it values liabilities that are measured at estimated fair value using Level 3 inputs. There were no transfers within the hierarchy during the years ended December 31, 2021 and 2020.

The following tables set forth the fair value of the Company’s financial assets and liabilities measured on a recurring basis by level within the fair value hierarchy (in thousands):

	December 31, 2021
	Level 1		Level 2		Level 3		Total
Financial assets
Money market funds	$	83,701	$	—	$	—	$	83,701
Total fair value of assets	$	83,701	$	—	$	—	$	83,701

Financial liabilities
Common stock warrant liability	$	7,350	$	—	$	—	$	7,350
Earnout liability		—		—		5,743		5,743
Total fair value of financial liabilities	$	7,350	$	—	$	5,743	$	13,093

	December 31, 2020
	Level 1		Level 2		Level 3		Total
Financial assets
Money market funds	$	18,778	$	—	$	—	$	18,778
Total fair value of assets	$	18,778	$	—	$	—	$	18,778

Financial liabilities
Derivative liability	$	—	$	—	$	8,158	$	8,158
Total fair value of financial liabilities	$	—	$	—	$	8,158	$	8,158

The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities (in thousands):

	Derivative tranche liability			Earnout Liability
Fair Value as of January 1, 2020	$	4,053		$	—
Initial fair value of derivative instrument		—			—
Change in the fair value included in other expense		10,875			—
Settlement of obligation		(6,770	)		—
Fair Value as of December 31, 2020	$	8,158		$	—

Fair Value as of January 1, 2021	$	8,158		$	—
Initial fair value of earnout liability		—			15,020
Change in the fair value included in other expense (income)		3,501			(9,277	)
Settlement of obligation		(11,659	)		—
Fair Value as of December 31, 2021	$	—		$	5,743

The derivative tranche liability was measured using the option pricing method by estimating the value using the Black-Scholes model. The significant inputs used in the Black-Scholes model include the fair value of the redeemable convertible preferred stock, the risk-free interest rate, the expected volatility and the expected term when each tranche will be settled. The fair value of the derivative tranche liability equaled its intrinsic value, a difference between the issued redeemable convertible preferred stock shares’ fair value and the price paid by investors, at the date of settlement in February 2021.

The estimated fair value of the earnout liability is determined using Monte Carlo simulation model, which uses a distribution of potential outcomes on a monthly basis over the earnout period prioritizing the most reliable information available. The assumptions utilized in the calculation are based on the achievement of certain stock price milestones, including the current Company’s common stock price, expected volatility, risk-free rate and expected term. The estimates of fair value are uncertain and changes in any of the estimated inputs used as of the date of this report could have resulted in significant adjustments to the fair value.

The following table presents quantitative information about the inputs and valuation methodologies used for the Company’s fair value measurements classified in Level 3 of the fair value hierarchy at December 31, 2021:

	Fair value (in thousands)		Valuation methodology	Significant unobservalble input
Earnout liability	$	5,743	Monte Carlo Simulation	Common stock price	$	7.85
				Expected term (in years)		2.73
				Expected volatility		74.00	%
				Risk-free interest rate		0.90	%

	Fair value (in thousands)		Valuation methodology	Significant unobservalble input
Derivative tranche liability	$	8,158	Black-Scholes	Expected term (in years)	0.16
				Expected volatility	47.02	%
				Risk-free interest rate	0.08	%
				Expected dividend yield	0.00	%

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Consolidated Balance Sheet Components (Details) - Schedule of accrued expenses and other current liabilities - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Schedule of accrued expenses and other current liabilities [Abstract]
Research and development accrued expenses	$ 1,660	$ 1,263
Accrued employee and related compensation expenses	1,151	783
License option liability, current	200	400
Other	585	149
Total	$ 3,596	$ 2,595

Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) - USD ($)
$ in Thousands

Preferred Stock

Common Stock

Additional Paid-In Capital

Accumulated Deficit

Total

Balance at Dec. 31, 2019

$ 25,836

$ 1

$ 409

$ (5,144)

$ (4,734)

Balance (in Shares) at Dec. 31, 2019

^[1]

11,255,430

2,695,264

Issuance of common stock upon exercise of stock options

Issuance of common stock upon exercise of stock options (in Shares)

75,438

^[1]

Issuance of Series A-1 redeemable convertible preferred stock for cash

$ 11,234

Issuance of Series A-1 redeemable convertible preferred stock for cash (in Shares)

^[1]

4,224,765

Settlement of the redeemable convertible preferred stock tranche liability

$ 6,770

Vesting of founders’ restricted stock

Stock-based compensation expense

1,210

Net loss

(31,669)

Balance at Dec. 31, 2020

$ 43,840

$ 1

1,682

(36,813)

(35,130)

Balance (in Shares) at Dec. 31, 2020

^[1]

15,480,195

2,770,702

Issuance of common stock upon exercise of stock options

235

Issuance of common stock upon exercise of stock options (in Shares)

323,740

^[1]

Issuance of common stock upon exercise of common stock warrants

Issuance of common stock upon exercise of common stock warrants (in Shares)

^[1]

110

Issuance of Series A-1 redeemable convertible preferred stock for cash

$ 10,750

Issuance of Series A-1 redeemable convertible preferred stock for cash (in Shares)

^[1]

4,042,565

Settlement of the redeemable convertible preferred stock tranche liability

$ 11,659

Conversion of redeemable convertible preferred stock into common stock in connection with the Reverse Recapitalization (Note 3)

$ (66,249)

$ 2

66,247

66,249

Conversion of redeemable convertible preferred stock into common stock in connection with the Reverse Recapitalization (Note 3) (in Shares)

^[1]

(19,522,760)

21,722,661

Issuance of common stock upon the Reverse Recapitalization and PIPE Financing, net of issuance costs

$ 1

67,741

67,742

Issuance of common stock upon the Reverse Recapitalization and PIPE Financing, net of issuance costs (in Shares)

^[1]

13,037,901

Vesting of founders’ restricted stock

Stock-based compensation expense

1,048

Net loss

(30,637)

Balance at Dec. 31, 2021

$ 4

$ 136,964

$ (67,450)

$ 69,518

Balance (in Shares) at Dec. 31, 2021

37,855,114

^[1]

[1]

The shares of the Company’s common and redeemable convertible preferred stock, prior to the Reverse Recapitalization (as defined in Note 1) have been retroactively restated to reflect the exchange ratio of 0.282378, except for 100 shares of Series A-2 redeemable convertible preferred stock as described in Note 3.

Net Loss Per Share Attributable to Common Stockholders (Tables)

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Schedule of basic and diluted net loss per share attributable to common stockholders

	Year Ended December 31,
	2021			2020
Numerator:
Net loss attributable to common stockholders	$	(30,637	)	$	(31,669	)
Denominator:
Weighted average common shares outstanding		12,363,677			2,697,181
Less: Weighted-average unvested restricted shares		(685,129	)		(967,363	)
Less: Weighted-average shares subject to earnout		(284,795	)		—
Weighted average shares used to compute basic and diluted net loss per share		11,393,753			1,729,818
Net loss per share attributable to common stockholders – basic and diluted	$	(2.69	)	$	(18.31	)

Schedule of diluted net loss per share attributable to common stockholders

	December 31,
	2021	2020
Common stock warrants	4,999,883	—
Outstanding and issued common stock options	2,660,383	2,983,574
Unvested restricted common stock	541,225	823,603
Convertible preferred stock	—	15,480,195
Total	8,201,491	19,287,372

Commitments and Contingencies (Details) - Schedule of operating leases - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of operating leases [Abstract]
Cash paid for amounts included in the measurement of lease liabilities (in thousands)	$ 301
Weighted average remaining lease term (years)	4 years 7 months 6 days	5 years 4 months 24 days
Weighted average discount rate	8.00%	8.00%

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Schedule of financial assets and liabilities

	December 31, 2021
	Level 1		Level 2		Level 3		Total
Financial assets
Money market funds	$	83,701	$	—	$	—	$	83,701
Total fair value of assets	$	83,701	$	—	$	—	$	83,701

Financial liabilities
Common stock warrant liability	$	7,350	$	—	$	—	$	7,350
Earnout liability		—		—		5,743		5,743
Total fair value of financial liabilities	$	7,350	$	—	$	5,743	$	13,093

	December 31, 2020
	Level 1		Level 2		Level 3		Total
Financial assets
Money market funds	$	18,778	$	—	$	—	$	18,778
Total fair value of assets	$	18,778	$	—	$	—	$	18,778

Financial liabilities
Derivative liability	$	—	$	—	$	8,158	$	8,158
Total fair value of financial liabilities	$	—	$	—	$	8,158	$	8,158

Schedule of changes in the fair value

	Derivative tranche liability			Earnout Liability
Fair Value as of January 1, 2020	$	4,053		$	—
Initial fair value of derivative instrument		—			—
Change in the fair value included in other expense		10,875			—
Settlement of obligation		(6,770	)		—
Fair Value as of December 31, 2020	$	8,158		$	—

Fair Value as of January 1, 2021	$	8,158		$	—
Initial fair value of earnout liability		—			15,020
Change in the fair value included in other expense (income)		3,501			(9,277	)
Settlement of obligation		(11,659	)		—
Fair Value as of December 31, 2021	$	—		$	5,743

Schedule of fair value measurements

	Fair value (in thousands)		Valuation methodology	Significant unobservalble input
Earnout liability	$	5,743	Monte Carlo Simulation	Common stock price	$	7.85
				Expected term (in years)		2.73
				Expected volatility		74.00	%
				Risk-free interest rate		0.90	%

	Fair value (in thousands)		Valuation methodology	Significant unobservalble input
Derivative tranche liability	$	8,158	Black-Scholes	Expected term (in years)	0.16
				Expected volatility	47.02	%
				Risk-free interest rate	0.08	%
				Expected dividend yield	0.00	%

Subsequent Event

12 Months Ended

Dec. 31, 2021

Subsequent Events [Abstract]

SUBSEQUENT EVENT

NOTE 17. SUBSEQUENT EVENT

Amendment to operating lease

In January 2022, the Company amended its operating lease in Redwood City, California to add an additional 5,611 rentable square feet. The total additional lease payments for the extra space from the commencement date are estimated at $1.8 million. The Company’s operating lease will expire in August 2026.

Consolidated Balance Sheet Components (Details) $ in Millions	12 Months Ended
	Dec. 31, 2021 USD ($)
Condensed Financial Information Disclosure [Abstract]
Depreciation and amortization expense	$ 0.4

Summary of Significant Accounting Policies (Details)	12 Months Ended
Summary of Significant Accounting Policies (Details)	Dec. 31, 2021 $ / shares shares
Summary of Significant Accounting Policies (Details) [Line Items]
Lease term	1 year
Preferred stock percentage	55.00%
Common stock, shares issued	1,050,000
Minimum [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Property plant and equipment useful life	3 years
Maximum [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Property plant and equipment useful life	5 years
Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Converted shares	2,200,000
Common Stock Warrants [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Warrants outstanding	4,999,883
Exercise price \| $ / shares	$ 11.5

Net Loss Per Share Attributable to Common Stockholders

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

NOTE 13. NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share data):

	Year Ended December 31,
	2021			2020
Numerator:
Net loss attributable to common stockholders	$	(30,637	)	$	(31,669	)
Denominator:
Weighted average common shares outstanding		12,363,677			2,697,181
Less: Weighted-average unvested restricted shares		(685,129	)		(967,363	)
Less: Weighted-average shares subject to earnout		(284,795	)		—
Weighted average shares used to compute basic and diluted net loss per share		11,393,753			1,729,818
Net loss per share attributable to common stockholders – basic and diluted	$	(2.69	)	$	(18.31	)

As a result of the Business Combination, the Company has retroactively adjusted the weighted-average number of shares of common stock outstanding prior to the Closing Date by multiplying them by the exchange ratio of 0.2823780 used to determine the number of shares of the Company’s common stock into which they were exchanged. The common stock issued as a result of the redeemable convertible preferred stock conversion on the Closing Date was included in the basic net loss per share calculation on a prospective basis. Earnout Shares were not included in the net loss per share as the triggering events are contingent upon the Company’s common stock price exceeding specific thresholds, which were not met as of December 31, 2021.

The potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have had an antidilutive effect were as follows:

	December 31,
	2021	2020
Common stock warrants	4,999,883	—
Outstanding and issued common stock options	2,660,383	2,983,574
Unvested restricted common stock	541,225	823,603
Convertible preferred stock	—	15,480,195
Total	8,201,491	19,287,372

Common Stock (Details) - USD ($)		1 Months Ended	12 Months Ended
Common Stock (Details) - USD ($)	Sep. 24, 2021	Mar. 31, 2018	Dec. 31, 2021
Common Stock (Details) [Line Items]
Common stock shares, issued		2,259,024
Shares of voting common stock	23,482,387		36,559,092
Shares of non-voting common stock	1,296,022		1,296,022
Authorized to issue of voting common stock			490,000,000
Shares of undesignated preferred stock			10,000,000
Voting common stock percentage			9.90%
Common stock per share (in Dollars per share)		$ 0.04
Cash received (in Dollars)		$ 6,000
Estimated fair value (in Dollars)		$ 100,000
Shares issued percentage		25.00%
Restricted stock liability (in Dollars)			$ 100,000
Unvested shares of common stock (in Dollars per share)			$ 541,225
Stock-based compensation expense (in Dollars)			$ 4,000
Unrecognized stock based compensation expense (in Dollars)			$ 8,000
Expected to be recognized term			1 year 10 months 24 days
Common Stock [Member]
Common Stock (Details) [Line Items]
Shares of non-voting common stock			2,000,000
Class A Common Stock [Member]
Common Stock (Details) [Line Items]
Common stock shares, issued	13,037,901

Reverse Recapitalization

12 Months Ended

Dec. 31, 2021

Reverse Recapitalization [Abstract]

REVERSE RECAPITALIZATION

NOTE 3. REVERSE RECAPITALIZATION

On the Closing Date, the Company consummated the Business Combination in accordance with the BCA. Merger Sub merged with Old Jasper, with Old Jasper as the surviving company and as a wholly-owned subsidiary of AMHC. AMHC was renamed Jasper Therapeutics, Inc., and Old Jasper was renamed Jasper Tx Corp.

Prior to the closing of the Business Combination, holders of 9,262,099 shares of AMHC’s Class A common stock exercised their right to redeem such shares for cash at a price of approximately $10.01 per share for aggregate payments of $92.7 million, which was paid from AMHC’s trust account.

In accordance with the Subscription Agreements between AMHC and the PIPE Investors, AMHC issued to the PIPE Investors 10,000,000 shares of AMHC’s Class A common stock at a price of $10.00 per share, for gross proceeds of $100.0 million. The PIPE Financing was consummated concurrently with the closing of the Business Combination.

In accordance with the BCA, at the closing of the Business Combination, each share of Old Jasper common stock and Old Jasper redeemable convertible preferred stock outstanding immediately prior to the closing was automatically cancelled, extinguished and converted into the number of shares of the Company’s common stock or, in certain circumstances, the Company’s non-voting common stock, based on Old Jasper’s equity value of $275.0 million divided by $10.00. The exchange ratio agreed between the parties was one-for-0.282378 share of the Company’s common stock for all Old Jasper stockholders, except for Amgen Inc. (“Amgen”). Amgen’s 100 shares of Old Jasper’s Series A-2 redeemable convertible preferred stock were converted into 2,200,000 shares of the Company’s common stock, which represented 8% of the Old Jasper equity value, as per the terms of Amgen’s letter agreement with Old Jasper. Each vested and unvested option to purchase shares of Old Jasper’s common stock outstanding at the closing was converted into a comparable option to purchase shares of the Company’s common stock, with the same terms and after giving effect of the exchange ratio. Each unvested award of restricted shares of Old Jasper common stock outstanding immediately prior to the closing was converted into a comparable right to receive restricted shares of the Company’s common stock, after giving effect of the same exchange ratio.

In connection with the Business Combination, immediately prior to the closing, (i) the Sponsor forfeited 200,000 shares of AMHC’s Class B common stock, (ii) each share of AMHC’s Class B common stock outstanding was converted into one share of AMHC’s Class A common stock, and (iii) following such conversion, an aggregate of 13,037,901 shares of AMHC’s Class A common stock (inclusive of 10,000,000 shares of AMHC’s Class A common stock that were issued to the PIPE Investors) were converted into an equivalent number of shares of the Company’s voting common stock. In accordance with the Sponsor Support Agreement, 1,050,000 shares received by the Sponsor were placed in escrow and will be released upon meeting triggering events as defined in the agreement and as described in Note 8 below.

Immediately after giving effect to the Reverse Recapitalization, there were 36,520,288 shares of the Company’s voting common stock outstanding (which includes 611,818 shares of its common stock subject to restricted stock awards), 1,296,022 shares of the Company’s non-voting common stock outstanding and 2,721,557 shares of the Company’s common stock subject to outstanding options to purchase shares of the Company’s common stock.

The Business Combination is accounted for as a reverse recapitalization under U.S. GAAP. This determination is primarily based on Old Jasper’s stockholders comprising a relative majority of the voting power of the Company and having the ability to nominate the members of the Board, Old Jasper’s operations prior to the acquisition comprising the only ongoing operations of the Company, and Old Jasper’s senior management comprising a majority of the senior management of the Company. Under this method of accounting, AMHC is treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the consolidated financial statements of the Company represent a continuation of the financial statements of Old Jasper with the Business Combination being treated as the equivalent of the Company issuing stock for the net assets of AMHC, accompanied by a reverse recapitalization. The net assets of AMHC are stated at historical costs, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are presented as those of Old Jasper.

In connection with the Business Combination, the Company received $95.3 million in net cash proceeds. This amount was comprised of $5.5 million of cash held in AMHC’s trust account from its initial public offering (after payment of redemptions and public offering expenses paid at the closing of the Business Combination) and $100.0 million of cash received by AMHC in connection with the PIPE Financing, net of AMHC’s transaction costs and placement agents’ fees of $9.0 million and operating expense payments of $1.2 million. The Company incurred $5.3 million of transaction costs, consisting of legal, professional, and banking fees, which were recorded as a reduction to additional paid-in capital.

At the Closing Date, the Company also recognized AMHC’s net assets of $0.6 million, the fair value of common stock warrant liability of $7.9 million, and the fair value of earnout liability of $15.0 million.

The number of shares of common stock issued and outstanding immediately following the consummation of the Business Combination was:

	Number of Shares
Common stock of AMHC outstanding prior to the Business Combination	12,500,000
Less: shares forfeited by the Sponsor	(200,000	)
Less: redemption of AMHC shares	(9,262,099	)
Common stock of AMHC	3,037,901
Shares issued in the PIPE Financing	10,000,000
Business Combination and PIPE Financing shares	13,037,901
Old Jasper shares	24,778,409
Total shares of common stock immediately after the Business Combination	37,816,310

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Schedule of reconciliation of cash equivalents and restricted cash

	December 31,
	2021		2020
Cash and cash equivalents	$	84,701	$	19,838
Restricted cash		345		345
Total cash, cash equivalents and restricted cash	$	85,046	$	20,183

Commitments and Contingencies (Details) - USD ($)	1 Months Ended		12 Months Ended
Commitments and Contingencies (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Lessor amount			$ 300,000
Improvement allowance,description			To complete certain leasehold improvements, the lessor agreed to provide the Company a tenant improvement allowance of $1.2 million as well as an option to take an additional allowance of $0.4 million to be repaid over the lease term at an interest rate of 9% per annum, which the Company exercised.
Improvement allowance			$ 1,200,000
Additional Liability, Long-Duration Insurance, Reinsurance Recoverable, after Allowance			$ 400,000
Interest rate per annum,percentage			9.00%
Leasehold improvements		$ 300,000	$ 1,600,000	$ 300,000
Net construction costs, percentage			5.00%
Variable lease cost			$ 90,000	13,000
Operating expenses or taxes			$ 50,000
Pay stanford net				$ 900,000
Pay stanford net term				3 years
First milestone agreement paid		$ 300,000
License agreements, description	on the first anniversary of the effective date of the agreement and ending upon the first commercial sale of a product, method, or service in the licensed field of use, as follows: $25,000 for each first and second year, $35,000 for each third and fourth year, and $50,000 at each anniversary thereafter ending upon the first commercial sale. The Company is also obligated to pay late-stage clinical development milestones and first commercial sales milestone payments of up to $9.0 million in total.

Redeemable Convertible Preferred Stock (Tables)

12 Months Ended

Dec. 31, 2021

Redeemable Convertible Preferred Stock Details [Abstract]

Schedule of redeemable convertible preferred stock

	December 31, 2020
	Shares Authorized	Shares Issued and Outstanding	Aggregate Liquidation Preference		Net Carrying Value
Series A-1 redeemable convertible preferred stock	19,522,671	15,480,095	$	41,165	$	42,978
Series A-2 redeemable convertible preferred stock	100	100		—		862
Total redeemable convertible preferred stock	19,522,771	15,480,195	$	41,165	$	43,840

Cirm Grant (Details) - USD ($) $ in Millions	1 Months Ended		12 Months Ended
Cirm Grant (Details) - USD ($) $ in Millions	Mar. 31, 2021	Nov. 30, 2020	Dec. 31, 2021	Dec. 31, 2020
Cirm Grant Disclosure [Abstract]
Research project related cost		$ 2.3
Percentage of licensing fees			0.10%
CIRM fund technology			$ 1.0
Percentage of converted loan			60.00%
Received from interest rate			25.00%
Other receivables milestone				$ 0.6
Other long-term liabilities			$ 0.6	$ 0.6
Received aggregate from CIRM	$ 0.6
Future distribution to company under grant value			$ 1.7

Derivative Financial Instruments

12 Months Ended

Dec. 31, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVE FINANCIAL INSTRUMENTS

NOTE 8. DERIVATIVE FINANCIAL INSTRUMENTS

Derivative Tranche Liability

The Company determined that the obligation to issue additional shares of Series A-1 redeemable convertible preferred stock at the milestone closing at any time on or prior to April 2021 was a freestanding financial instrument that was required to be accounted as a liability initially recorded and subsequently remeasured at fair value until such instrument is exercised or expires. In November 2019, the milestone closing liability was initially recorded at an estimated fair value of $4.3 million.

On September 3, 2020, Old Jasper’s board of directors amended the Series A-1 purchase agreement to split the milestone closing to two tranches, revised acceptable timing of the existing milestone closing and added terms of the second milestone closing to occur on or prior to April 15, 2021.

The first milestone was re-measured at fair value of $6.8 million at the settlement date in November 2020 and was reclassified to redeemable convertible preferred stock upon the issuance of 4,042,568 shares of Series A-1 redeemable convertible preferred stock in November 2020. The second milestone closing was re-measured at fair value of $11.7 million at the settlement date in February 2021 and was reclassified to redeemable convertible preferred stock upon the issuance of 4,042,565 shares of Series A-1 redeemable convertible preferred stock. Assumptions used in the valuation at the second milestone closing are described below:

	February 26, 2021
Series A-1 redeemable convertible preferred stock value	$	1.57
Purchase price	$	0.75
Expected term (in years)		—
Expected volatility		0.00	%
Risk-free interest rate		0.00	%

The Company recorded $3.5 million and $10.9 million loss from the remeasurement of the derivative tranche liability in its consolidated statements of operations and comprehensive loss during the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, the derivative tranche liability was fully settled.

Common Stock Warrants

The Common Stock Warrants are traded on the Nasdaq Capital Market and may only be exercised for a whole number of shares. The Common Stock Warrants became exercisable on October 24, 2021 and expire on September 24, 2026, unless early redeemed or if the Company extends the exercise period. The fair value of $7.9 million of Common Stock Warrants was recognized as a liability on September 24, 2021, the Closing Date, based on the closing market price. 110 Common Stock Warrants have been exercised as of December 31, 2021.

The Company recognized a gain of $0.5 million for the year ended December 31, 2021, classified within change in fair value of common stock warrant liability in the consolidated statements of operations. The Common Stock Warrants’ fair value was $7.4 million as of December 31, 2021.

Contingent Earnout Liability

Upon the closing of the Business Combination and pursuant to the Sponsor Support Agreement, the Sponsor agreed to place the Earnout Shares into escrow, which will be released as follows: (a) 250,000 Earnout Shares will be released if, during the period from and after September 24, 2021 until the September 24, 2024 (the “Earnout Period”), over any twenty trading days within any thirty-day consecutive trading day period, the volume-weighted average price of the Company’s common stock (the “Applicable VWAP”) is greater than or equal to $11.50, (b) 500,000 Earnout Shares will be released if, during the Earnout Period, the Applicable VWAP is greater than or equal to $15.00, and (c) 300,000 Earnout Shares will be released if, during the Earnout Period, the Applicable VWAP is greater than or equal to $18.00 (the “triggering events”).

The Earnout Shares placed in escrow are legally issued and outstanding shares that participate in voting and dividends. The Earnout Shares (along with related escrowed dividends, if any) will be forfeited and not released from escrow at the end of the Earnout Period unless the triggering events described above are achieved during the Earnout Period. Upon the closing of the Business Combination, the contingent obligation to release the Earnout Shares was accounted for as a liability classified financial instrument upon their initial recognition because the triggering events that determine the number of shares required to be released from escrow include events that were not solely indexed to the common stock of the Company. The earnout liability is remeasured each reporting period with changes in fair value recognized in earnings.

At the closing of the Business Combination, the estimated fair value of the earnout liability was $15.0 million based on a Monte Carlo simulation model. Assumptions used in the valuation are described below:

	September 24, 2021
Common stock value	$	15.12
Expected term (in years)		3.00
Expected volatility		75.00	%
Risk-free interest rate		0.55	%

At December 31, 2021, the estimated fair value of the earnout liability was $5.7 million based on a Monte Carlo simulation model. Assumptions used in the valuation as of December 31, 2021 are described in Note 4. No triggering event occurred as of December 31, 2021. The Company recognized a gain of $9.3 million for the year ended December 31, 2021, classified within change in fair value of earnout liability in the consolidated statements of operations and comprehensive loss.

Common Stock

12 Months Ended

Dec. 31, 2021

Common Stock [Abstract]

COMMON STOCK

NOTE 11: COMMON STOCK

On September 24, 2021, upon the closing of the Business Combination, the Company issued (1) 13,037,901 shares of voting common stock in exchange for AMHC’s outstanding shares of Class A common stock, (2) 23,482,387 shares of voting common stock and (3) 1,296,022 shares of non-voting common stock in exchange for outstanding shares of Old Jasper preferred stock and common stock.

The Company is authorized to issue 490,000,000 shares of voting common stock, 2,000,000 shares of non-voting common stock, and 10,000,000 shares of undesignated preferred stock. There were 36,559,092 shares of voting common stock, 1,296,022 shares of non-voting common stock and no shares of preferred stock issued and outstanding as of December 31, 2021.

Holders of the voting common stock and the non-voting common stock have similar rights, except that non-voting stockholders are not entitled to vote, including for the election of directors. Holders of voting common stock do not have conversion rights, while holders of non-voting common stock have the right to convert each share of non-voting common stock held by such holder into one share of voting common stock at such holder’s election by providing written notice to the Company, provided that as a result of such conversion, such holder, together with its affiliates, would not beneficially own in excess of 9.9% of the Company’s voting common stock following such conversion.

As of December 31, 2021 and 2020, the Company had common stock reserved for future issuance as follows:

	December 31,
	2021	2020
Redeemable convertible preferred stock	—	15,480,195
Outstanding and issued common stock options	2,660,383	2,983,574
Common stock warrants	4,999,883	—
Shares available for grant under 2019 Equity Incentive Plan	—	430,893
Shares available for grant under 2021 Equity Incentive Plan	4,422,480	—
Shares available for grant under 2021 Employee Stock Purchase Plan	550,000	—
Total shares of common stock reserved	12,632,746	18,894,662

Founders’ Common Stock

In March 2018, Old Jasper issued 2,259,024 shares of common stock with the fair value of $0.04 per share to its founders for services and intellectual property. As consideration for the shares, Old Jasper received $6,000 in cash and intellectual property with estimated fair value of $0.1 million, which was recognized as research and development expenses, as the technology did not have an alternative use. Issued shares vested 25% at the issuance date and over 36 months thereafter. Old Jasper had a right to repurchase unvested shares at the price paid by founders. At the closing of the Business Combination, shares of common stock subject to repurchase were converted into shares of common stock subject to restricted stock awards.

The Company accounts for issued shares as stock-based compensation to founders as consultants and recognizes stock-based compensation expense over the vesting period. As of December 31, 2021, the Company recorded less than $0.1 million as restricted stock liability, related to 541,225 unvested shares of common stock. Stock-based compensation expense was $4,000 for each of the years ended December 31, 2021 and 2020. Unrecognized stock-based compensation expense of $8,000 as of December 31, 2021 is expected to be recognized over 1.9 years.

Consolidated Balance Sheet Components (Tables)

12 Months Ended

Dec. 31, 2021

Condensed Financial Information Disclosure [Abstract]

Schedule of prepaid expenses and other current assets

	December 31,
	2021		2020
Prepaid insurance	$	2,074	$	—
Payroll tax credit receivable		548		—
Research and development prepaid expenses		139		177
Other receivables		150		—
Other prepaid expenses		171		43
Rent deposit		27		27
Other current assets		21		—
Total	$	3,130	$	247

Schedule of property and equipment

	December 31,
	2021			2020
Leasehold improvements	$	2,056		$	256
Lab equipment		1,569			437
Office furniture & fixtures		208			—
Computer equipment		140			—
Capitalized software		90			—
		4,063			693
Less: accumulated depreciation and amortization		(377	)		—
Property and equipment, net	$	3,686		$	693

Schedule of accrued expenses and other current liabilities

	December 31,
	2021		2020
Research and development accrued expenses	$	1,660	$	1,263
Accrued employee and related compensation expenses		1,151		783
License option liability, current		200		400
Other		585		149
Total	$	3,596	$	2,595

Schedule of other non-current liabilities

	December 31,
	2021		2020
CIRM grant liability	$	600	$	600
Accrued tax liability		24		—
Restricted stock liability		19		53
License option liability, non-current		—		200
Total	$	643	$	853

Cirm Grant

12 Months Ended

Dec. 31, 2021

Cirm Grant Disclosure [Abstract]

CIRM GRANT

NOTE 6. CIRM GRANT

In November 2020, California Institute for Regenerative Medicine (“CIRM”) awarded the Company $2.3 million in support of the research project related to a monoclonal antibody that depletes blood stem cells and enables chemotherapy-free transplants. The award is payable to the Company upon achievement of milestones over the next three years that are primarily based on patients’ enrollment to the Company’s clinical trials. Funds received under this grant may only be used for allowable project costs specifically identified in connection with the CIRM-funded project. Such costs can include but are not limited to salary for personnel, itemized supplies, consultants, and itemized clinical study costs. Under the terms of the grant, both CIRM and the Company will co-fund the research project and the amount of the Company’s co-funding requirement is predetermined as a part of the award. Under the terms of the CIRM grant, the Company is obligated to pay royalties and licensing fees based on 0.1% of net sales of CIRM-funded product candidates or CIRM-funded technology per $1.0 million of CIRM grant. As an alternative to revenue sharing, the Company has the option to convert the award to a loan. In the event the Company exercises its right to convert the award to a loan, it would be obligated to repay the loan within ten business days of making such election. Repayment amounts vary dependent on when the award is converted to a loan, ranging from 60% of the award granted to amounts received plus interest at the rate of the three-month LIBOR rate plus 25% per annum. Since the Company may be required to repay some or all of the amounts awarded by CIRM, the Company accounted for this award as a liability. Given the uncertainty in amounts due upon repayment, the Company has recorded amounts received without any discount or interest recorded, and upon determination of amounts that would become due, the Company will adjust accordingly. As of December 31, 2020, the Company met a milestone and had recorded $0.6 million in other receivables for the milestone that was met and $0.6 million in other long-term liabilities related to this grant. The Company received an aggregate of $0.6 million from CIRM in January and March 2021. As of December 31, 2021, the Company recorded $0.6 million in other long-term liabilities related to this grant. As of December 31, 2021 $1.7 million is available for future distribution to the Company under the grant upon achievement of milestones.

Significant Agreements

12 Months Ended

Dec. 31, 2021

Significant Agreements [Abstract]

SIGNIFICANT AGREEMENTS

NOTE 7. SIGNIFICANT AGREEMENTS

Amgen License Agreement

On November 21, 2019, the Company entered into a license agreement with Amgen (the “Amgen License Agreement”), pursuant to which the Company obtained an exclusive, sublicensable license for certain patents, data, and non-data know-how related to Amgen’s proprietary monoclonal antibody known as AMG 191, as renamed to JSP191 (“JSP191”). Concurrently with the execution of the license agreement, Amgen assigned to the Company its rights and obligations under the Investigator Sponsored Research Agreement (the “ISRA”) previously entered into in June 2013 between Amgen and The Board of Trustees of the Leland Stanford Junior University (“Stanford”) related to the study of JSP191.

Under the ISRA, the Company was provided an option to negotiate a definitive license with Stanford for rights to certain Stanford intellectual property related to the study of JSP191 in exchange for an option exercise fee of $1.0 million, payable over a two-year period (the “Option”). There are no other fees due under the ISRA. The Company exercised the Option in June 2020, and the definitive license with Stanford (the “Stanford License Agreement”) was executed in March 2021. Upon exercise of the Option, the $1.0 million option exercise fee was recognized as research and development cost. In June 2020, the Company and Stanford agreed that the Investigational New Drug Application (“IND”) and control of the study related to the ISRA would be transferred to the Company. The Company paid $0.2 million related to the option exercise fee in each of June and November 2020. As of December 31, 2020, the Company had accrued $0.4 million and $0.2 million as current and noncurrent liabilities, respectively. In 2021, the Company paid $0.4 million of the option exercise fee and included the unsettled liability of $0.2 million in accrued expenses and other current liabilities as of December 31, 2021.

As consideration for the rights granted to the Company under the license agreement with Amgen, Old Jasper issued Amgen 100 shares of Old Jasper’s Series A-2 redeemable convertible preferred stock in November 2019, the fair value of which was estimated at $0.9 million, which was recognized as research and development expense in the same period.

The Amgen License Agreement terminates on a country-by-country basis on the 10th anniversary of the date on which the exploitation of the licensed products is no longer covered by a valid claim under a licensed patent in such country. On a country-by-country basis, upon the expiration of the term in each country with respect to the licensed products, the licenses to the Company by Amgen become fully paid and non-exclusive. The Company and Amgen have the right to terminate the agreement for a material breach as specified in the agreement.

After the closing of the Business Combination, Amgen owns more than 5% of the Company’s outstanding common stock and is considered to be a related party.

Stanford License Agreement

In March 2021, the Company entered into the Stanford License Agreement, following the exercise of the Option in June 2020. The Company received a worldwide, exclusive license with a right to sublicense for JSP191 in the field of depleting endogenous blood stem cells in patients for whom hematopoietic cell transplantation is indicated. Stanford transferred to the Company certain know-how and patents related to JSP191 (together, the “Licensed Technology”). Under the terms of this agreement, the Company will use commercially reasonable efforts to develop, manufacture, and sell licensed product and to develop markets for a licensed product. In addition, the Company will use commercially reasonable efforts to meet the milestones as specified in the agreement over the next six years and must notify Stanford in writing as each milestone is met.

The Company will pay annual license maintenance fees, beginning on the first anniversary of the effective date of the agreement and ending upon the first commercial sale of a product, method, or service in the licensed field of use, as follows: $25,000 for each first and second year, $35,000 for each third and fourth year, and $50,000 at each anniversary thereafter ending upon the first commercial sale. The Company is also obligated to pay late-stage clinical development milestones and first commercial sales milestone payments of up to $9.0 million in total. The Company will also pay low single-digit royalties on net sales of licensed products, if approved. No payments have been made under the Stanford License Agreement during the year ended December 31, 2021.

The Stanford License Agreement expires on a country-by-country basis on the last-to-expire valid claim of a licensed patent in such country. The Company may terminate the agreement by giving Stanford written notice at least 12 months in advance of the effective date of termination. The Company may also terminate the agreement solely with respect to any particular patent application or patent by giving Stanford written notice at least 60 days in advance of the effective date of termination. Stanford may terminate the agreement after 90 days from a written notice by Stanford, specifying a problem, including a delinquency on any report required pursuant to agreement or any payment, missing a milestone or for a material breach, unless the Company remediates the problem in that 90-day period.

Related Parties (Details) - USD ($)	1 Months Ended	12 Months Ended
Related Parties (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Related Parties (Details) [Line Items]
Intellectual property rights		$ 74,000
Cash		6,000
Advisory and consulting services expenses		500,000	$ 300,000
Reduction to research and development expenses		$ 612,000	$ 488,000
Zai Lab Limited [Member]
Related Parties (Details) [Line Items]
Research project and share total expenses	$ 300,000
Reduction to research and development expenses	$ 36,000

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 84,701	$ 19,838
Other receivables		600
Prepaid expenses and other current assets	3,130	247
Total current assets	87,831	20,685
Property and equipment, net	3,686	693
Operating lease right-of-use assets	1,147	1,336
Restricted cash	345	345
Other non-current assets	645	298
Total assets	93,654	23,357
Current liabilities:
Accounts payable	3,919	1,417
Current portion of operating lease liabilities	505
Accrued expenses and other current liabilities	3,596	2,595
Total current liabilities	8,020	4,012
Derivative tranche liability		8,158
Non-current portion of operating lease liabilities	2,380	1,624
Common stock warrant liability	7,350
Earnout liability	5,743
Other non-current liabilities	643	853
Total liabilities	24,136	14,647
Commitments and contingencies (Note 9)
Redeemable convertible preferred stock: $0.0001 par value — none and 19,522,771 shares authorized at December 31, 2021 and 2020, respectively; none and 15,480,195 shares issued and outstanding at December 31, 2021 and 2020, respectively; liquidation value $41,165 at December 31, 2020		43,840
Stockholders’ equity (deficit)
Preferred stock: $0.0001 par value — 10,000,000 shares and none authorized at December 31, 2021 and 2020, respectively; none issued and outstanding at December 31, 2021 and 2020
Common stock: $0.0001 par value — 492,000,000 and 50,218,502 shares authorized at December 31, 2021 and 2020, respectively; 37,855,114 and 2,770,702 shares issued and outstanding at December 31, 2021 and 2020, respectively	4	1
Additional paid-in capital	136,964	1,682
Accumulated deficit	(67,450)	(36,813)
Total stockholders’ equity (deficit)	69,518	(35,130)
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit)	$ 93,654	$ 23,357

Subsequent Event (Details) - Subsequent Event [Member] $ in Millions	Jan. 01, 2022 USD ($) m²
Subsequent Event (Details) [Line Items]
Rentable square feet \| m²	5,611
Additional lease payments for extra space \| $	$ 1.8

Derivative Financial Instruments (Details) - Schedule of business combination the estimated fair value - $ / shares	7 Months Ended
	Sep. 24, 2021	Feb. 26, 2021
Schedule of business combination the estimated fair value [Abstract]
Series A-1 redeemable convertible preferred stock value (in Dollars per share)		$ 1.57
Purchase price		0.75%
Expected term (in years)	3 years
Expected volatility	75.00%	0.00%
Risk-free interest rate	0.55%	0.00%
Common stock value (in Dollars per share)	$ 15.12

Commitments and Contingencies (Details) - Schedule of components of lease costs - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Lease cost

Operating lease cost

^[1]

$ 479

$ 45

Short-term lease cost

326

301

Total lease cost

$ 805

$ 346

[1]

Includes $90,000 and $13,000 of variable lease cost related to the construction management and supervision fee during the years ended December 31, 2021 and 2020, respectively, and $50,000 variable costs related to operating expenses or taxes during the year ended December 31, 2021. No variable costs related to operating expenses or taxes have been incurred as of December 31, 2020.

Common Stock (Details) - Schedule of reserved common stock for future issuance - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of reserved common stock for future issuance [Abstract]
Redeemable convertible preferred stock		15,480,195
Outstanding and issued common stock options	2,660,383	2,983,574
Common stock warrants	4,999,883
Shares available for grant under 2019 Equity Incentive Plan		430,893
Shares available for grant under 2021 Equity Incentive Plan	4,422,480
Shares available for grant under 2021 Employee Stock Purchase Plan	550,000
Total shares of common stock reserved	12,632,746	18,894,662

Stock-Based Compensation (Details) - Schedule of fair value of employee stock options was estimated using a Black-Scholes option-pricing model	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Stock-Based Compensation (Details) - Schedule of fair value of employee stock options was estimated using a Black-Scholes option-pricing model [Line Items]
Expected dividend yield
Minimum [Member]
Stock-Based Compensation (Details) - Schedule of fair value of employee stock options was estimated using a Black-Scholes option-pricing model [Line Items]
Expected term (in years)	5 years 3 months 14 days	5 years
Expected volatility	75.27%	74.27%
Risk-free interest rate	0.65%	0.27%
Maximum [Member]
Stock-Based Compensation (Details) - Schedule of fair value of employee stock options was estimated using a Black-Scholes option-pricing model [Line Items]
Expected term (in years)	6 years 29 days	6 years 21 days
Expected volatility	75.79%	75.61%
Risk-free interest rate	0.80%	0.45%

Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Redeemable convertible preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Redeemable convertible preferred stock, shares authorized		19,522,771
Redeemable convertible preferred stock, shares issued		15,480,195
Redeemable convertible preferred stock, shares outstanding		15,480,195
Redeemable convertible preferred stock, liquidation value (in Dollars)		$ 41,165
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	492,000,000	50,218,502
Common stock, shares issued	37,855,114	2,770,702
Common stock, shares outstanding	37,855,114	2,770,702

Income Taxes (Details) - Schedule of company’s federal and state net operating loss carryforwards $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Federal [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards, Amount	$ 53,071
Operating loss carryforwards, Expiration Years
States Primarily California [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards, Amount	$ 45,442
Operating loss carryforwards, Expiration Years

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Operating expenses
Research and development	$ 25,421	$ 15,883
General and administrative	11,412	4,800
Total operating expenses	36,833	20,683
Loss from operations	(36,833)	(20,683)
Change in fair value of earnout liability	9,277
Change in fair value of derivative liability	(3,501)	(10,875)
Change in fair value of common stock warrant liability	500
Other expense, net	(80)	(111)
Total other income (expense), net	6,196	(10,986)
Net loss and comprehensive loss	$ (30,637)	$ (31,669)
Net loss per share attributable to common stockholders, basic and diluted (in Dollars per share)	$ (2.69)	$ (5.17)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted (in Shares)	11,393,753	6,125,897

Stock-Based Compensation

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION

NOTE 12. STOCK-BASED COMPENSATION

On September 23, 2021, the 2021 Equity Incentive Plan (“2021 Plan”) and the 2021 Employee Stock Purchase Plan (“2021 ESPP”) became effective upon the prior approval of Old Jasper’s board of directors and stockholders. As of December 31, 2021, 4,422,480 and 550,000 shares were reserved and available for grants under the 2021 Plan and 2021 ESPP, respectively. In addition, the 2021 Plan and 2021 ESPP provide for annual automatic increases in the number of shares reserved under each plan, beginning on January 1, 2022. The number of shares available for issuance under the 2021 Plan will increase annually in an amount equal to the least of (i) 2,750,000 shares, (ii) a number of shares equal to 4% of the total number of shares of all classes of common stock of the Company outstanding on the last day of the immediately preceding fiscal year, or (iii) such lesser number of shares determined by the Board no later than the last day of the immediately preceding fiscal year. The number of shares of common stock available for issuance under the 2021 ESPP will increase annually in an amount equal to the least of (i) 550,000 shares of common stock, (ii) a number of shares of common stock equal to 1% of the total number of shares of all classes of common stock of the Company on the last day of the immediately preceding fiscal year, or (iii) such number of shares determined by the Board.

Under the 2021 Plan, the Company can grant ISOs, NSOs, RSAs, stock appreciation rights, restricted stock units, performance awards and other awards to employees, directors and consultants. Under the 2021 ESPP, the Company can grant purchase rights to employees to purchase shares of common stock at a purchase price which equal to 85% of the fair market value of common stock on the offering date or on the exercise date, whichever is lower. No awards have been granted under the 2021 Plan and no shares have been issued under the ESPP as of December 31, 2021.

No further awards will be granted under the 2019 Equity Incentive Plan (“2019 Plan”), and options to purchase 2,660,383 shares of common stock that remain outstanding and unexercised will continue to be governed by the 2019 Plan. In addition, shares of the Company’s common stock subject to outstanding awards granted under the 2019 Plan that (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 will also be added to the number of shares of the Company’s common stock available for issuance pursuant to the 2021 Plan.

Under the 2019 Plan and the 2021 Plan, options are granted at an exercise price of not less than 100% of the fair market value of the common stock on the date of grant. For individuals holding more than 10% of the voting rights of all classes of stock, the exercise price of an option will not be less than 110% of fair value. Options become exercisable and expire as specified in the award agreement, provided that the term of options may not exceed 10 years from the date of grant (5 years for the individuals holding more than 10% of the voting rights of all classes of stock). Stock option agreements may provide for accelerated exercisability in the event of an optionee’s death, disability, retirement or other events. Vesting conditions determined by the administrator of the applicable plan may apply to stock options and may include continued service, performance and/or other conditions. Generally, stock options vest over a four-year period. The Company did not grant any RSAs, stock appreciation rights or restricted stock unit awards during the years ended December 31, 2021 and 2020.

Stock Option Activity

The following table summarizes the activity under the 2021 Plan and the 2019 Plan for the year ended December 31, 2021:

			Option Outstanding				Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
	Shares Available for Grant		Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Balance, January 1, 2021	430,893		2,983,574		$	0.71	9.52	$	5,599,957
Shares available for grant cancelled	(407,864	)
Shares authorized	4,400,000
Options granted	(145,753	)	145,753		$	2.59
Options exercised	—		(323,740	)	$	0.72
Options cancelled/forfeited	145,204		(145,204	)	$	0.72
Balance, December 31, 2021	4,422,480		2,660,383		$	0.81	8.54	$	18,731,908
Vested and expected to vest, December 31, 2021			2,660,383		$	0.81	8.54	$	18,731,908
Exercisable			1,568,645		$	0.71	8.74	$	13,642,291

Aggregate intrinsic value represents the difference between the estimated fair value of the underlying common stock and the exercise price of outstanding, in-the-money options. The total intrinsic value of the options exercised during the years ended December 31, 2021 and 2020 was $2.1 million and $0.1 million, respectively.

The total fair value of options that vested during the years ended December 31, 2021 and 2020 was $1.4 million and $0.8 million, respectively. The weighted-average grant date fair value of options granted during the years ended December 31, 2021 and 2020 was $2.66 and $0.32 per share, respectively.

Future stock-based compensation for unvested options as of December 31, 2021 was $1.5 million, which is expected to be recognized over a weighted-average period of 2.6 years.

Stock-Based Compensation Expense

The following table presents stock-based compensation expenses related to options granted to employee and non-employees, and restricted common stock shares issued to founders (in thousands):

	Year Ended December 31,
	2021		2020
Research and development	$	612	$	488
General and administrative		436		722
Total	$	1,048	$	1,210

Valuation of Stock Options

The grant date fair value of employee stock options was estimated using a Black-Scholes option-pricing model with the following weighted-average assumptions:

	Year Ended December 31,
	2021	2020
Expected term (in years)	5.29 – 6.08	5.00 – 6.06
Expected volatility	75.27% – 75.79%	74.27% – 75.61%
Risk-free interest rate	0.65% – 0.80%	0.27% – 0.45%
Expected dividend yield	—	—

The determination of the fair value of stock options on the date of grant using a Black-Scholes option-pricing model is affected by the estimated fair value of the Company’s common stock, as well as assumptions regarding a number of variables that are complex, subjective and generally require significant judgment to determine. The valuation assumptions were determined as follows:

Fair Value of Common Stock

Prior to the Business Combination, the grant date fair value of Old Jasper’s common stock was determined by its board of directors with the assistance of management and an independent third-party valuation specialist. The grant date fair value of Old Jasper’s common stock was determined using valuation methodologies that utilize certain assumptions including probability weighting of events, volatility, time to liquidation, a risk-free interest rate and an assumption for a discount for lack of marketability (Level 3 inputs). In determining the fair value of Old Jasper’s common stock, the methodologies used to estimate the enterprise value of Old Jasper were performed using methodologies, approaches, and assumptions consistent with the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation.

After the Business Combination, the Company uses its closing market price as of the grant date to estimate an option’s grant date fair value.

Expected Term

The expected term represents the period that the options granted are expected to be outstanding and is determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term) as the Company has concluded that its stock option exercise history does not provide a reasonable basis upon which to estimate expected term.

Expected Volatility

The Company derived the expected volatility from the average historical volatilities over a period approximately equal to the expected term of comparable publicly traded companies within its peer group that were deemed to be representative of future stock price trends as the Company does not have any trading history for its common stock. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available.

Risk-Free Interest Rate

The risk-free interest rate is based on the U.S. Treasury rate, with maturities similar to the expected term of the stock options.

Expected Dividend Yield

The Company does not anticipate paying any dividends in the foreseeable future and, therefore, uses an expected dividend yield of zero.

Fair Value Measurements (Details) - Schedule of changes in the fair value - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Derivative tranche liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value, beginning	$ 8,158	$ 4,053
Initial fair value of derivative instrument
Initial fair value of earnout liability
Change in fair value included in other expense (income)	3,501	10,875
Settlement of obligation	(11,659)	(6,770)
Fair value, ending		8,158
Earnout liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value, beginning
Initial fair value of derivative instrument
Initial fair value of earnout liability	15,020
Change in fair value included in other expense (income)	(9,277)
Settlement of obligation
Fair value, ending	$ 5,743

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 14. INCOME TAXES

During the years ended December 31, 2021 and 2020, the Company did not incur any tax expense or benefit as the Company operated with taxable losses and provided a full valuation allowance.

The provision for income taxes differs from the amount computed by applying the federal statutory income tax rate to loss before taxes as follows (in thousands):

	Year Ended December 31,
	2021			2020
Federal tax benefit at statutory rate	$	(6,433	)	$	(6,651	)
State taxes		(1,729	)		(1,757	)
Change in fair value of derivative		735			2,284
Change in fair value of warrant liability		(105	)		—
Change in fair value of earnout liability		(1,948	)		—
Non-deductible expenses		633			231
Research and development credits		(1,095	)		(298	)
Change in valuation allowance		10,095			6,191
Other		(153	)		—
Provision for income taxes	$	—		$	—

Significant components of the Company’s net deferred tax assets (liabilities) as of December 31, 2021 and 2020 were as follows (in thousands):

	December 31,
	2021			2020
Deferred tax assets:
Accrued expenses and other	$	510		$	592
Intangibles		407			369
Net operating losses		14,683			6,046
Research and development credits		1,410			315
Stock based compensation		222			179
Lease Liability		760			485
Unrealized gain/loss		13			—
Total deferred tax assets		18,005			7,986
Valuation allowance		(17,682	)		(7,587	)
Total net deferred tax assets		323			399

Deferred tax liabilities:
Right-of-use asset		(302	)		(399	)
Fixed assets		(21	)		—
Total deferred tax liabilities		(323	)		(399	)
Net deferred tax assets	$	—		$	—

A valuation allowance is provided when it is more likely than not that some portion of the deferred tax assets will not be realized. The Company believes that, based on a number of factors such as the history of operating losses, it is more likely than not that the deferred tax assets will not be fully realized, such that a full valuation allowance has been recorded. The valuation allowance increased by $10.1 million and $6.2 million for the years ended December 31, 2021 and 2020, respectively.

The following table sets forth the Company’s federal and state net operating loss carryforwards as of December 31, 2021 (amounts in thousands):

	Amount		Expiration Years
Net operating losses, Federal	$	53,071	Do not expire
Net operating losses, states primarily California	$	45,442	2038 – 2041

As of December 31, 2021, the Company had research and development credit carryforwards of approximately $1.3 million and $1.0 million available to reduce future taxable income, if any, for both federal and California state income tax purposes, respectively. The federal research and development credit carryforwards begin expiring in 2040, and California credits carryforward indefinitely.

Utilization of the net operating loss carryforwards and research credit carryforwards may be subject to an annual limitation due to the ownership percentage change limitations provided by the Internal Revenue Code, as amended (“IRC”), and similar state provisions. Annual limitations may result in the expiration of the net operating losses and tax credit carryforwards before they are utilized. As of December 31, 2021, the Company has completed an IRC Section 382 analysis from inception through the year ended December 31, 2021. Old Jasper experienced an ownership change on November 21, 2019 related to Series A redeemable convertible preferred stock financing. Any net operating loss generated in excess of the $2.9 million will be permanently limited for California tax purposes. The Company 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. We experienced an additional ownership change on September 24, 2021. However, we do not expect there are additional tax attributes that will expire unused before the expiration periods.

Uncertain Tax Positions

A reconciliation of the beginning and ending balances of the unrecognized tax benefits during the periods ended December 31, 2021 and 2020 is as follows (in thousands):

	Year Ended December 31,
	2021		2020
Balance at beginning of year	$	252	$	17
Additions based on tax positions related to current year		576		235
Balance at end of year	$	828	$	252

The Company recognizes interest accrued related to unrecognized tax benefits and penalties as income tax expense. Related to the unrecognized tax benefits noted above, the Company did not accrue any penalties or interest during tax years 2021 and 2020. The Company does not expect its unrecognized tax benefit to change materially over the next twelve months.

The Company is subject to examination by the United States federal and state tax authorities for the tax years 2018 and later State income tax returns are generally subject to examination for a period of four years after filing of the respective return. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service and state tax authorities to the extent utilized in a future period.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted and signed into law, and U.S. GAAP requires recognition of the tax effects of new legislation during the reporting period that includes the enactment date. The CARES Act includes changes to the tax provisions that benefits business entities and makes certain technical corrections to the Tax Cuts and Jobs Act of 2017. The tax relief measures for businesses include a five-year net operating loss carryback, suspension of annual deduction limitation of 80% of taxable income

from net operating losses generated in a tax year beginning after December 31, 2017 through December 31, 2020, changes the deductibility of interest, acceleration of alternative minimum tax credit refunds, payroll tax relief, and a technical correction to allow accelerated deductions for qualified improvement property.

The CARES Act also provides other non-tax benefits to assist those impacted by the pandemic. The Company evaluated the impact of the CARES Act and determined that its adoption did not have a material impact to the income tax provision for the years ended December 31, 2021 and 2020.

On December 21, 2020, the President of the United States signed into law the “Consolidated Appropriations Act, 2021”, which includes further COVID-19 economic relief and extension of certain expiring tax provisions. The relief package includes a tax provision clarifying that businesses with forgiven Paycheck Protection Program loans can deduct regular business expenses that are paid for with the loan proceeds. Additional pandemic relief tax measures include an expansion of the employee retention credit, enhanced charitable contribution deductions and a temporary full deduction for business expenses for food and beverages provided by a restaurant. These benefits do not have a material impact on the Company’s current tax provision.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Schedule of stock option activity

			Option Outstanding				Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
	Shares Available for Grant		Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Balance, January 1, 2021	430,893		2,983,574		$	0.71	9.52	$	5,599,957
Shares available for grant cancelled	(407,864	)
Shares authorized	4,400,000
Options granted	(145,753	)	145,753		$	2.59
Options exercised	—		(323,740	)	$	0.72
Options cancelled/forfeited	145,204		(145,204	)	$	0.72
Balance, December 31, 2021	4,422,480		2,660,383		$	0.81	8.54	$	18,731,908
Vested and expected to vest, December 31, 2021			2,660,383		$	0.81	8.54	$	18,731,908
Exercisable			1,568,645		$	0.71	8.74	$	13,642,291

Schedule of stock-based compensation expense

	Year Ended December 31,
	2021		2020
Research and development	$	612	$	488
General and administrative		436		722
Total	$	1,048	$	1,210

Schedule of fair value of employee stock options was estimated using a Black-Scholes option-pricing model

	Year Ended December 31,
	2021	2020
Expected term (in years)	5.29 – 6.08	5.00 – 6.06
Expected volatility	75.27% – 75.79%	74.27% – 75.61%
Risk-free interest rate	0.65% – 0.80%	0.27% – 0.45%
Expected dividend yield	—	—

Reverse Recapitalization (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	12 Months Ended
	Mar. 31, 2018	Dec. 31, 2021
Reverse Recapitalization (Details) [Line Items]
Cash at price (in Dollars per share)	$ 0.04
Investors shares (in Shares)		10,000,000
Gross proceeds		$ 100.0
Business combination description		each share of Old Jasper common stock and Old Jasper redeemable convertible preferred stock outstanding immediately prior to the closing was automatically cancelled, extinguished and converted into the number of shares of the Company’s common stock or, in certain circumstances, the Company’s non-voting common stock, based on Old Jasper’s equity value of $275.0 million divided by $10.00. The exchange ratio agreed between the parties was one-for-0.282378 share of the Company’s common stock for all Old Jasper stockholders, except for Amgen Inc. (“Amgen”).
Common stock represented percentage		8.00%
Common stock voting outstanding (in Shares)		36,520,288
Common stock subject to restricted stock awards (in Shares)		611,818
Common stock non-voting outstanding (in Shares)		1,296,022
Common stock subject to outstanding options (in Shares)		2,721,557
Net proceeds		$ 95.3
Cash held in trust account		5.5
Cash received		100.0
Payments of operating expense		1.2
Transaction costs		5.3
Net assets		0.6
Warrant liability		7.9
Fair value earnout liability		15.0
AMHC [Member]
Reverse Recapitalization (Details) [Line Items]
Transaction costs and placement agents fees		$ 9.0
AMHC [Member]
Reverse Recapitalization (Details) [Line Items]
Common stock price per share (in Dollars per share)		$ 10
Sponsor [Member]
Reverse Recapitalization (Details) [Line Items]
Business combination description		(i) the Sponsor forfeited 200,000 shares of AMHC’s Class B common stock, (ii) each share of AMHC’s Class B common stock outstanding was converted into one share of AMHC’s Class A common stock, and (iii) following such conversion, an aggregate of 13,037,901 shares of AMHC’s Class A common stock (inclusive of 10,000,000 shares of AMHC’s Class A common stock that were issued to the PIPE Investors) were converted into an equivalent number of shares of the Company’s voting common stock. In accordance with the Sponsor Support Agreement, 1,050,000 shares received by the Sponsor were placed in escrow and will be released upon meeting triggering events as defined in the agreement and as described in Note 8 below.
Class A Common stock [Member]
Reverse Recapitalization (Details) [Line Items]
Common stock exercised (in Shares)		9,262,099
Aggregate payments		$ 92.7
Class A Common stock [Member] \| AMHC [Member]
Reverse Recapitalization (Details) [Line Items]
Cash at price (in Dollars per share)		$ 10.01
Series A-2 Redeemable Convertible Preferred Stock [Member]
Reverse Recapitalization (Details) [Line Items]
Convertible preferred stock shares (in Shares)		2,200,000

Income Taxes (Details) - Schedule of company’s net deferred tax assets (liabilities) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets:
Accrued expenses and other	$ 510	$ 592
Intangibles	407	369
Net operating losses	14,683	6,046
Research and development credits	1,410	315
Stock based compensation	222	179
Lease Liability	760	485
Unrealized gain/loss	13
Total deferred tax assets	18,005	7,986
Valuation allowance	(17,682)	(7,587)
Total net deferred tax assets	323	399
Deferred tax liabilities:
Right-of-use asset	(302)	(399)
Fixed assets	(21)
Total deferred tax liabilities	(323)	(399)
Net deferred tax assets

Fair Value Measurements (Details) - Schedule of fair value measurements - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Earnout liability [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value (in Dollars)	$ 5,743
Valuation methodology	Monte Carlo Simulation
Common stock price (in Dollars per share)	$ 7.85
Expected term (in years)	2 years 8 months 23 days
Expected volatility	74.00%
Risk-free interest rate	0.90%
Derivative tranche liability [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value (in Dollars)		$ 8,158
Valuation methodology		Black-Scholes
Common stock price (in Dollars per share)		$ 0.16
Expected term (in years)		47 years 7 days
Expected volatility		0.08%
Risk-free interest rate		0.00%

Income Taxes (Details) - Schedule of reconciliation of unrecognized tax benefits - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of reconciliation of unrecognized tax benefits [Abstract]
Balance at beginning of year	$ 252	$ 17
Additions based on tax positions related to current year	576	235
Balance at end of year	$ 828	$ 252

Consolidated Balance Sheet Components (Details) - Schedule of other non-current liabilities - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Schedule of other non-current liabilities [Abstract]
CIRM grant liability	$ 600	$ 600
Accrued tax liability	24
Restricted stock liability	19	53
License option liability, non-current		200
Total	$ 643	$ 853

401(K) Savings Plan

12 Months Ended

Dec. 31, 2021

Savings Plan [Abstract]

401(K) SAVINGS PLAN

NOTE 15. 401(K) SAVINGS PLAN

The Company has a retirement and savings plan under Section 401(k) of the IRC (the “401(k) Plan”), covering all U.S. employees. The 401(k) Plan allows employees to make pre-tax contributions up to the maximum allowable amount set by the Internal Revenue Service. The Company may make contributions to the 401(k) Plan at its discretion. No contributions were made to the 401(k) Plan by the Company for the years ended December 31, 2021 and 2020.

Commitments and Contingencies (Details) - Schedule of operating lease liabilities showing aggregate lease payments $ in Thousands	Dec. 31, 2021 USD ($)
Schedule of operating lease liabilities showing aggregate lease payments [Abstract]
2022	$ 713
2023	735
2024	757
2025	779
2026	461
Total undiscounted lease payments	3,445
Less imputed interest	(560)
Total discounted lease payments	2,885
Less current portion of lease liability	(505)
Noncurrent portion of lease liability	$ 2,380

Related Parties

12 Months Ended

Dec. 31, 2021

RELATED PARTIES

NOTE 16. RELATED PARTIES

Old Jasper entered into consulting agreements with two founders, who also received founders’ common stock shares for services and assigned patents. The founders transferred to Old Jasper $74,000 in intellectual property rights and $6,000 in cash as a consideration for common stock. The Company recorded $0.5 million and $0.3 million for the founders’ advisory and consulting services performed for the years ended December 31, 2021 and 2020, respectively. These expenses were recorded as research and development expenses in the consolidated statements of operations and comprehensive loss. Also, the Company’s Licensed Technology from Stanford (see Note 7) was created in the Stanford laboratory of one of the founders.

In December 2020, the Company entered into a material transfer agreement with Zai Lab Limited where both companies will collaborate on a research project and share total expenses of up to $0.3 million equally. The Company recorded $36,000 as a reduction to research and development expenses for expenses reimbursed by Zai Lab Limited for the year ended December 31, 2021. No expenses were incurred or reimbursed under this agreement for the year ended December 31, 2020. The Company’s chairman is a board member of Zai Lab Limited.

Consolidated Balance Sheet Components (Details) - Schedule of prepaid expenses and other current assets - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of prepaid expenses and other current assets [Abstract]
Prepaid insurance	$ 2,074
Payroll tax credit receivable	548
Research and development prepaid expenses	139	177
Other receivables	150
Other prepaid expenses	171	43
Rent deposit	27	27
Other current assets	21
Total	$ 3,130	$ 247

Commitments and Contingencies

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 9. COMMITMENTS AND CONTINGENCIES

Operating Leases

In August 2020, the Company entered into an operating lease for laboratory and office space in Redwood City, California, that expires in August 2026. In January 2022, this lease was amended to add additional rented space (Note 17). In conjunction with signing the lease, the Company secured a letter of credit in favor of the lessor in the amount of $0.3 million. The funds related to this letter of credit are presented as restricted cash on the Company’s consolidated balance sheets. The lease agreement includes an escalation clause for increased base rent and a renewal provision allowing the Company to extend this lease for an additional 60 months at the prevailing rental rate, which the Company is not reasonably certain to exercise. In addition to base rent, the Company will pay its share of operating expenses and taxes.

To complete certain leasehold improvements, the lessor agreed to provide the Company a tenant improvement allowance of $1.2 million as well as an option to take an additional allowance of $0.4 million to be repaid over the lease term at an interest rate of 9% per annum, which the Company exercised. The Company recognized $1.6 million and $0.3 million in leasehold improvements covered by these allowances as of December 31, 2021 and 2020, respectively.

In accordance with the lease agreement, the lessor managed and supervised the construction of the improvements. In exchange for these services, the Company paid the lessor a fee equal to 5% of total construction costs. The leasehold improvements constructed are presented under property and equipment on the Company’s consolidated balance sheets and will be amortized on a straight-line basis over the remaining lease term.

In addition to the construction management and supervision fee noted above, the Company pays variable costs related to its share of operating expenses and taxes. These variable costs are recorded as lease expense as incurred and presented as operating expenses in the consolidated statements of operations and comprehensive loss.

The components of lease costs, which were included in the Company’s consolidated statements of operations and comprehensive loss, are as follows (in thousands):

	Year ended December 31,
	2021		2020
Lease cost
Operating lease cost*	$	479	$	45
Short-term lease cost		326		301
Total lease cost	$	805	$	346

* Includes $90,000 and $13,000 of variable lease cost related to the construction management and supervision fee during the years ended December 31, 2021 and 2020, respectively, and $50,000 variable costs related to operating expenses or taxes during the year ended December 31, 2021. No variable costs related to operating expenses or taxes have been incurred as of December 31, 2020.

Supplemental information related to the Company’s operating leases is as follows:

	Year ended December 31,
	2021			2020
Cash paid for amounts included in the measurement of lease liabilities (in thousands)	$	301		$	—
Weighted average remaining lease term (years)		4.6			5.4
Weighted average discount rate		8.00	%		8.00	%

The following table summarizes a maturity analysis of the Company’s operating lease liabilities showing the aggregate lease payments as of December 31, 2021 (in thousands):

	Amount
Year ending December 31,
2022	$	713
2023		735
2024		757
2025		779
2026		461
Total undiscounted lease payments		3,445
Less imputed interest		(560	)
Total discounted lease payments		2,885
Less current portion of lease liability		(505	)
Noncurrent portion of lease liability	$	2,380

Stanford Sponsored Research Agreement

Effective September 2020, the Company entered into a sponsored research agreement with Stanford for a research program related to the treatment of Fanconi Anemia patients in Bone Marrow Failure requiring allogeneic transplant with non-sibling donors at Stanford Lucile Packard Children’s Hospital (the “Research Project”) using JSP191. Stanford will perform the Research Project and is fully responsible for costs and operations related to the Research Project. In addition, Stanford owns the entire right, title, and interest, in and to all technology developed using Stanford facilities and by Stanford personnel through the performance of the Research Project under this agreement (the “Fanconi Anemia Research Project IP”). Under this agreement, Stanford granted the Company an exclusive option to license exclusively Stanford’s rights in the Fanconi Anemia Research Project IP (the “Fanconi Anemia Option”) in the field of commercialization of JSP191. There is no license granted or other intellectual property transferred under this agreement until the Fanconi Anemia Option is exercised. As of December 31, 2021, the Company has not yet exercised the Fanconi Anemia Option.

As consideration for the services performed by Stanford under this sponsored research agreement, the Company will pay Stanford a total of $0.9 million over approximately 3 years upon the achievement of development and clinical milestones, including FDA filings and patients’ enrollment. As of December 31, 2020, the Company had accrued $0.3 million related to the achievement of the first milestone under this agreement, which was paid in February 2021. The second and the third milestones are based on the progress of the clinical trials and will be recognized when achieved.

License agreements

In March 2021, the Company entered into the Stanford License Agreement (Note 7), pursuant to which the Company is required to pay annual license maintenance fees, beginning on the first anniversary of the effective date of the agreement and ending upon the first commercial sale of a product, method, or service in the licensed field of use, as follows: $25,000 for each first and second year, $35,000 for each third and fourth year, and $50,000 at each anniversary thereafter ending upon the first commercial sale. The Company is also obligated to pay late-stage clinical development milestones and first commercial sales milestone payments of up to $9.0 million in total. The Company will also pay low single-digit royalties on net sales of licensed products. All products are in development as of December 31, 2021, and no such royalties were due as of such date.

Legal proceedings

The Company, from time to time, may be party to litigation arising in the ordinary course of business. The Company was not subject to any material legal proceedings during the years ended December 31, 2021 and 2020, and, to the best of its knowledge, no material legal proceedings are currently pending.

Guarantees and Indemnifications

In the normal course of business, the Company enters into agreements that contain a variety of representations and provide for general indemnification. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. As of December 31, 2021 and 2020, the Company does not have any material indemnification claims that were probable or reasonably possible and consequently has not recorded related liabilities.

Fair Value Measurements (Details) - Schedule of financial assets and liabilities - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Financial assets
Money market funds	$ 83,701	$ 18,778
Total fair value of assets	83,701	18,778
Financial liabilities
Derivative liability		8,158
Financial liabilities
Common stock warrant liability	7,350
Earnout liability	5,743
Total fair value of financial liabilities	13,093	8,158
Level 1 [Member]
Financial assets
Money market funds	83,701	18,778
Total fair value of assets	83,701	18,778
Financial liabilities
Derivative liability
Financial liabilities
Common stock warrant liability	7,350
Earnout liability
Total fair value of financial liabilities	7,350
Level 2 [Member]
Financial assets
Money market funds
Total fair value of assets
Financial liabilities
Derivative liability
Financial liabilities
Common stock warrant liability
Earnout liability
Total fair value of financial liabilities
Level 3 [Member]
Financial assets
Money market funds
Total fair value of assets
Financial liabilities
Derivative liability		8,158
Financial liabilities
Common stock warrant liability
Earnout liability	5,743
Total fair value of financial liabilities	$ 5,743	$ 8,158

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Schedule of components of lease costs

	Year ended December 31,
	2021		2020
Lease cost
Operating lease cost*	$	479	$	45
Short-term lease cost		326		301
Total lease cost	$	805	$	346

Schedule of operating leases

	Year ended December 31,
	2021			2020
Cash paid for amounts included in the measurement of lease liabilities (in thousands)	$	301		$	—
Weighted average remaining lease term (years)		4.6			5.4
Weighted average discount rate		8.00	%		8.00	%

Schedule of operating lease liabilities showing aggregate lease payments

	Amount
Year ending December 31,
2022	$	713
2023		735
2024		757
2025		779
2026		461
Total undiscounted lease payments		3,445
Less imputed interest		(560	)
Total discounted lease payments		2,885
Less current portion of lease liability		(505	)
Noncurrent portion of lease liability	$	2,380

Stock-Based Compensation (Details) - USD ($)	12 Months Ended
Stock-Based Compensation (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Stock-Based Compensation (Details) [Line Items]
Equity incentive plan description	(i) 2,750,000 shares, (ii) a number of shares equal to 4% of the total number of shares of all classes of common stock of the Company outstanding on the last day of the immediately preceding fiscal year, or (iii) such lesser number of shares determined by the Board no later than the last day of the immediately preceding fiscal year. The number of shares of common stock available for issuance under the 2021 ESPP will increase annually in an amount equal to the least of (i) 550,000 shares of common stock, (ii) a number of shares of common stock equal to 1% of the total number of shares of all classes of common stock of the Company on the last day of the immediately preceding fiscal year, or (iii) such number of shares determined by the Board.
Fair market value of common stock percentage	85.00%
Common stock remain outstanding and unexercised (in Shares)	2,660,383
Total intrinsic value	$ 2,100,000	$ 100,000
Total fair value	$ 1,400,000	$ 800,000
Weighted-average grant date fair value per share (in Dollars per share)	$ 2.66	$ 0.32
Unvested stock based compensation	$ 1,500,000
Weighted average period	2 years 7 months 6 days
Expected dividend yield	$ 0
Under 2019 Plan and 2021 Plan [Member]
Stock-Based Compensation (Details) [Line Items]
Voting rights	options are granted at an exercise price of not less than 100% of the fair market value of the common stock on the date of grant. For individuals holding more than 10% of the voting rights of all classes of stock, the exercise price of an option will not be less than 110% of fair value. Options become exercisable and expire as specified in the award agreement, provided that the term of options may not exceed 10 years from the date of grant (5 years for the individuals holding more than 10% of the voting rights of all classes of stock). Stock option agreements may provide for accelerated exercisability in the event of an optionee’s death, disability, retirement or other events. Vesting conditions determined by the administrator of the applicable plan may apply to stock options and may include continued service, performance and/or other conditions. Generally, stock options vest over a four-year period.
2021 Equity Incentive Plan [Member]
Stock-Based Compensation (Details) [Line Items]
Shares reserved and available for grants (in Shares)	4,422,480
2021 Employee Stock Purchase Plan [Member]
Stock-Based Compensation (Details) [Line Items]
Shares reserved and available for grants (in Shares)	550,000

Organization and Description of Business (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Organization and Description of Business (Details) [Line Items]
Incurred net losses	$ 30.6	$ 31.7
Operating cash flows	33.7	$ 18.3
Accumulated deficit	67.5
Cash and cash equivalents	$ 84.7
Class A Common Stock [Member]
Organization and Description of Business (Details) [Line Items]
Purchase of aggregate shares (in Shares)	10,000,000
Share price per unit (in Dollars per share)	$ 10
Aggregate gross proceeds	$ 100.0

Stock-Based Compensation (Details) - Schedule of stock-based compensation expense - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of stock-based compensation expense [Abstract]
Research and development	$ 612	$ 488
General and administrative	436	722
Total	$ 1,048	$ 1,210

Consolidated Balance Sheet Components

12 Months Ended

Dec. 31, 2021

Condensed Financial Information Disclosure [Abstract]

CONSOLIDATED BALANCE SHEET COMPONENTS

NOTE 5. CONSOLIDATED BALANCE SHEET COMPONENTS

Prepaid expenses and other current assets

The following table summarizes the details of prepaid expenses and other current assets as of the dates set forth below (in thousands):

	December 31,
	2021		2020
Prepaid insurance	$	2,074	$	—
Payroll tax credit receivable		548		—
Research and development prepaid expenses		139		177
Other receivables		150		—
Other prepaid expenses		171		43
Rent deposit		27		27
Other current assets		21		—
Total	$	3,130	$	247

Property and equipment, net

The following table summarizes the details of property and equipment, net as of the dates set forth below (in thousands):

	December 31,
	2021			2020
Leasehold improvements	$	2,056		$	256
Lab equipment		1,569			437
Office furniture & fixtures		208			—
Computer equipment		140			—
Capitalized software		90			—
		4,063			693
Less: accumulated depreciation and amortization		(377	)		—
Property and equipment, net	$	3,686		$	693

Depreciation and amortization expense for the year ended December 31, 2021 was $0.4 million. No depreciation or amortization expense was recognized during the year ended December 31, 2020.

Accrued expenses and other current liabilities

The following table summarizes the details of accrued expenses and other current liabilities as of the dates set forth below (in thousands):

	December 31,
	2021		2020
Research and development accrued expenses	$	1,660	$	1,263
Accrued employee and related compensation expenses		1,151		783
License option liability, current		200		400
Other		585		149
Total	$	3,596	$	2,595

Other non-current liabilities

The following table summarizes the details of other non-current liabilities as of the dates set forth below (in thousands):

	December 31,
	2021		2020
CIRM grant liability	$	600	$	600
Accrued tax liability		24		—
Restricted stock liability		19		53
License option liability, non-current		—		200
Total	$	643	$	853

Income Taxes (Details) - Schedule of provision for income taxes rate - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of provision for income taxes rate [Abstract]
Federal tax benefit at statutory rate	$ (6,433)	$ (6,651)
State taxes	(1,729)	(1,757)
Change in fair value of derivative	735	2,284
Change in fair value of warrant liability	(105)
Change in fair value of earnout liability	(1,948)
Non-deductible expenses	633	231
Research and development credits	(1,095)	(298)
Change in valuation allowance	10,095	6,191
Other	(153)
Provision for income taxes

Common Stock (Tables)

12 Months Ended

Dec. 31, 2021

Common Stock [Abstract]

Schedule of reserved common stock for future issuance

	December 31,
	2021	2020
Redeemable convertible preferred stock	—	15,480,195
Outstanding and issued common stock options	2,660,383	2,983,574
Common stock warrants	4,999,883	—
Shares available for grant under 2019 Equity Incentive Plan	—	430,893
Shares available for grant under 2021 Equity Incentive Plan	4,422,480	—
Shares available for grant under 2021 Employee Stock Purchase Plan	550,000	—
Total shares of common stock reserved	12,632,746	18,894,662

Consolidated Balance Sheet Components (Details) - Schedule of property and equipment - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of property and equipment [Abstract]
Leasehold improvements	$ 2,056	$ 256
Lab equipment	1,569	437
Office furniture & fixtures	208
Computer equipment	140
Capitalized software	90
Total property and equipment	4,063	693
Less: accumulated depreciation and amortization	(377)
Property and equipment, net	$ 3,686	$ 693

Derivative Financial Instruments (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Sep. 24, 2021	Feb. 28, 2021	Nov. 30, 2020	Nov. 30, 2019
Derivative Financial Instruments (Details) [Line Items]
Fair value							$ 4.3
Shares, issued (in Shares)				2,200,000
Derivative tranche liability		$ 3.5	$ 10.9
Market fair value				$ 7.9
Recognized gain		0.5
Change in fair value		$ 7.4
Description of contingent earnout liability		Upon the closing of the Business Combination and pursuant to the Sponsor Support Agreement, the Sponsor agreed to place the Earnout Shares into escrow, which will be released as follows: (a) 250,000 Earnout Shares will be released if, during the period from and after September 24, 2021 until the September 24, 2024 (the “Earnout Period”), over any twenty trading days within any thirty-day consecutive trading day period, the volume-weighted average price of the Company’s common stock (the “Applicable VWAP”) is greater than or equal to $11.50, (b) 500,000 Earnout Shares will be released if, during the Earnout Period, the Applicable VWAP is greater than or equal to $15.00, and (c) 300,000 Earnout Shares will be released if, during the Earnout Period, the Applicable VWAP is greater than or equal to $18.00 (the “triggering events”).
Estimated fair value of earnout liability		$ 15.0
Monte Carlo Valuation Model [Member]
Derivative Financial Instruments (Details) [Line Items]
Estimated fair value of earnout liability		$ 5.7
Contingent Earnout Liability [Member]
Derivative Financial Instruments (Details) [Line Items]
Recognized gain	$ 9.3
Redeemable Convertible Preferred Stock [Member]
Derivative Financial Instruments (Details) [Line Items]
Fair value					$ 11.7	$ 6.8
Series A-1 Redeemable Convertible Preferred Stock [Member]
Derivative Financial Instruments (Details) [Line Items]
Shares, issued (in Shares)					4,042,565	4,042,568

Redeemable Convertible Preferred Stock (Details) - USD ($)	1 Months Ended	12 Months Ended
	Sep. 24, 2021	Dec. 31, 2021
Redeemable Convertible Preferred Stock (Details) [Line Items]
Convertible preferred stock (in Shares)	21,722,661
Common stock shares issued (in Shares)	2,200,000
Common stock shares investor (in Shares)	1,296,022
Cash dividends rate percentage		8.00%
Original issue price (in Dollars)		$ 2.6592
Conversion rights, description		Each share of Series A-1 redeemable convertible preferred stock was convertible to Class A common stock, at the option of the holder, at the then applicable conversion price. Any holder that beneficially owned, directly or indirectly, more than 9.9% of any class of equity securities had the right to receive any shares of capital stock that would have been issued upon conversion of the shares in excess of 9.9% in the form of Class B common stock. The initial conversion price per share for Series A-1 redeemable convertible preferred stock was $2.6592. Shares of Series A-2 redeemable convertible preferred stock were not convertible at the option of the holder.Each share of Series A-1 redeemable convertible preferred stock would have been automatically converted into common stock, at the then effective conversion price (i) immediately prior to closing of the initial public offering at a common stock per share price of at least five times the original issue price of the Series A-1 redeemable convertible preferred stock resulting in at least $70.0 million of gross proceeds, or (ii) at the date and time, or upon occurrence of an event, specified by vote or written consent of the holders of at least 55% of the outstanding shares of Series A-1 redeemable convertible preferred stock.Upon Old Jasper’s initial public offering, each share of Series A-2 redeemable convertible preferred would have been automatically converted into a number of shares of Class A common stock equal to 8% of the fully diluted equity immediately prior to such initial public offering. The percentage of Class A common stock subject to Series A-2 redeemable convertible preferred stock conversion would have been reduced to 4% if the Company terminated the Amgen License Agreement, or Amgen was pursuing a clinical development of an anti c-kit antibody in any clinical indication for which the Company had filed or held an IND for an anti c-kit antibody.
Convertible preferred stock or common stock per share (in Dollars per share)		$ 0.25
Adjusted for stock splits, dividends (in Dollars)		$ 2.6592
Amgen License Agreement [Member]
Redeemable Convertible Preferred Stock (Details) [Line Items]
Preferred stock rate percentage		4.00%
Redeemable Convertible Preferred Stock [Member]
Redeemable Convertible Preferred Stock (Details) [Line Items]
Cash dividends rate percentage		8.00%
Conversion rights, description		Provided, however, that if the aggregate amount which the holders of Series A-1 redeemable convertible preferred stock were entitled to receive under the above provisions exceeded 1.5 times the applicable original issue price of $2.6592, as adjusted for stock splits, dividends, reclassifications or the like, upon such liquidation, dissolution or winding up the holders of Series A-1 redeemable convertible preferred stock would have been entitled to receive the greater of (i) 1.5 times the applicable original issue price and (ii) the amount would have received if all shares of Series A-1 redeemable convertible preferred stock had been converted into common stock immediately prior to such liquidation, dissolution or winding up of the corporation.
Convertible preferred stock or common stock per share (in Dollars per share)		$ 0.75
Adjusted for stock splits, dividends (in Dollars)		$ 2.6592
Redeemable Convertible Preferred Stock [Member] \| Amgen License Agreement [Member]
Redeemable Convertible Preferred Stock (Details) [Line Items]
Preferred stock rate percentage		4.00%

Stock-Based Compensation (Details) - Schedule of stock option activity	12 Months Ended
	Dec. 31, 2021 USD ($) $ / shares shares
Schedule of stock option activity [Abstract]
Shares Available for Grant, at beginning	430,893
Number of Shares, at beginning	2,983,574
Weighted Average Exercise Price, at beginning (in Dollars per share) \| $ / shares	$ 0.71
Weighted - Average Remaining Contractual Life (Years), at beginning	9 years 6 months 7 days
Aggregate Intrinsic Value, at beginning (in Dollars) \| $	$ 5,599,957
Shares Available for Grant, at ending	4,422,480
Number of Shares, at ending	2,660,383
Weighted Average Exercise Price, at ending (in Dollars per share) \| $ / shares	$ 0.81
Weighted - Average Remaining Contractual Life (Years), at ending	8 years 6 months 14 days
Aggregate Intrinsic Value, at ending (in Dollars) \| $	$ 18,731,908
Shares available for grant, Cancelled	(407,864)
Shares Available for Grant, Shares authorized	4,400,000
Shares Available for Grant, Options granted	(145,753)
Number of Shares, Options granted	145,753
Weighted Average Exercise Price, Options granted (in Dollars per share) \| $ / shares	$ 2.59
Shares Available for Grant, Options exercised
Number of Shares, Options exercised	(323,740)
Weighted Average Exercise Price, Options exercised (in Dollars per share) \| $ / shares	$ 0.72
Shares Available for Grant, Options cancelled/forfeited	145,204
Number of Shares, Options cancelled/forfeited	(145,204)
Weighted Average Exercise Price, Options cancelled/forfeited (in Dollars per share) \| $ / shares	$ 0.72
Number of Shares, Vested and expected to vest	2,660,383
Weighted Average Exercise Price, Vested and expected to vest (in Dollars per share) \| $ / shares	$ 0.81
Weighted - Average Remaining Contractual Life (Years), Vested and expected to vest	8 years 6 months 14 days
Aggregate Intrinsic Value, Vested and expected to vest (in Dollars) \| $	$ 18,731,908
Number of Shares, Exercisable	1,568,645
Weighted Average Exercise Price, Exercisable (in Dollars per share) \| $ / shares	$ 0.71
Weighted - Average Remaining Contractual Life (Years), Exercisable	8 years 8 months 26 days
Aggregate Intrinsic Value, Exercisable (in Dollars) \| $	$ 13,642,291

Redeemable Convertible Preferred Stock (Details) - Schedule of redeemable convertible preferred stock	Dec. 31, 2020 USD ($) shares
Series A-1 Redeemable Convertible Preferred Stock [Member]
Conversion of Stock [Line Items]
Shares Authorized \| shares	19,522,671
Shares Issued and Outstanding \| shares	15,480,095
Aggregate Liquidation Preference \| $	$ 41,165,000
Net Carrying Value \| $	$ 42,978,000
Series A-2 Redeemable Convertible Preferred Stock [Member]
Conversion of Stock [Line Items]
Shares Authorized \| shares	100
Shares Issued and Outstanding \| shares	100
Aggregate Liquidation Preference \| $
Net Carrying Value \| $	$ 862,000
Total Redeemable Convertible Preferred Stock [Member]
Conversion of Stock [Line Items]
Shares Authorized \| shares	19,522,771
Shares Issued and Outstanding \| shares	15,480,195
Aggregate Liquidation Preference \| $	$ 41,165,000
Net Carrying Value \| $	$ 43,840,000

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Use of Estimates

Cash, Cash Equivalents, and Restricted Cash

	December 31,
	2021		2020
Cash and cash equivalents	$	84,701	$	19,838
Restricted cash		345		345
Total cash, cash equivalents and restricted cash	$	85,046	$	20,183

Concentrations of Credit Risk and Other Risks and Uncertainties

Deferred Transaction Costs

Property and Equipment, Net

Impairment of Long-Lived Assets

Leases

The Company has no finance leases as of December 31, 2021 and 2020.

Fair Value of Financial Instruments

Redeemable Convertible Preferred Stock

Common Stock Warrant Liability

Contingent Earnout Liability

Derivative Tranche Liability

Accrued Research and Development Expenses

Research and Development

General and Administrative

Stock-Based Compensation

Income Taxes

Foreign Currency Transactions

Comprehensive loss

Net Loss per Share Attributable to Common Stockholders

Segment Reporting

Recent Accounting Pronouncements

Net Loss Per Share Attributable to Common Stockholders (Details) - Schedule of diluted net loss per share attributable to common stockholders - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of diluted net loss per share attributable to common stockholders [Abstract]
Common stock warrants	4,999,883
Outstanding and issued common stock options	2,660,383	2,983,574
Unvested restricted common stock	541,225	823,603
Convertible preferred stock		15,480,195
Total	8,201,491	19,287,372

Redeemable Convertible Preferred Stock

12 Months Ended

Dec. 31, 2021

Redeemable Convertible Preferred Stock Details [Abstract]

REDEEMABLE CONVERTIBLE PREFERRED STOCK

NOTE 10: REDEEMABLE CONVERTIBLE PREFERRED STOCK

On September 24, 2021, upon the closing of the Business Combination, all shares of the outstanding redeemable convertible preferred stock were cancelled and exchanged for 21,722,661 shares of the Company’s common stock, including 2,200,000 shares issued to Amgen and 1,296,022 shares of non-voting common stock issued to an investor.

Redeemable convertible preferred stock as of December 31, 2020 consisted of the following (in thousands, except share data):

	December 31, 2020
	Shares Authorized	Shares Issued and Outstanding	Aggregate Liquidation Preference		Net Carrying Value
Series A-1 redeemable convertible preferred stock	19,522,671	15,480,095	$	41,165	$	42,978
Series A-2 redeemable convertible preferred stock	100	100		—		862
Total redeemable convertible preferred stock	19,522,771	15,480,195	$	41,165	$	43,840

The significant rights and obligations of the redeemable convertible preferred stock were as follows:

Dividends

The holders of Series A-1 redeemable convertible preferred stock were entitled to receive, on a pari passu basis, when, as and if declared by the Board, out of any assets at the time that are legally available, cash dividends at the rate of 8% per annum of the applicable original issue price of $2.6592, as adjusted for stock splits, dividends, reclassifications or the like.

The holders of Series A-2 redeemable convertible preferred stock were entitled to receive dividends, on a pari passu basis, when, as and if declared by the Board, out of any assets at the time legally available therefor, in an amount of 8% of any distribution to Old Jasper stockholders. The dividend rate would have been reduced to 4% if the Company terminated the Amgen License Agreement, or Amgen was pursuing a clinical development of an anti c-kit antibody in any clinical indication for which the Company had filed or held an IND for an anti c-kit antibody.

The preferred dividends were not cumulative. No dividends had been declared or paid as of December 31, 2021 and 2020.

Voting

The holders of each share of Series A-1 redeemable convertible preferred stock were entitled to voting rights equal to the number of shares of Class A common stock into which the shares of Series A-1 redeemable convertible preferred stock were then convertible. The holders of Series A-1 redeemable convertible preferred stock voted together with the holders of common stock as a single class and on an as-converted to common stock basis. The holders of Series A-2 redeemable convertible preferred stock were not entitled to any voting rights.

Election of Directors

The holders of Series A-1 redeemable convertible preferred stock, voting together as a separate class, were entitled to elect three directors of the Company. The holders of Class A common stock, other than the common stock issued or issuable upon the conversion of preferred stock, voting together as a separate class, were entitled to elect two directors of the Company. The holders of Class A common stock and Series A-1 redeemable convertible preferred stock were collectively entitled to elect the balance of the total number of directors of the Company.

Conversion Rights

Each share of Series A-1 redeemable convertible preferred stock was convertible to Class A common stock, at the option of the holder, at the then applicable conversion price. Any holder that beneficially owned, directly or indirectly, more than 9.9% of any class of equity securities had the right to receive any shares of capital stock that

would have been issued upon conversion of the shares in excess of 9.9% in the form of Class B common stock. The initial conversion price per share for Series A-1 redeemable convertible preferred stock was $2.6592. Shares of Series A-2 redeemable convertible preferred stock were not convertible at the option of the holder.

Each share of Series A-1 redeemable convertible preferred stock would have been automatically converted into common stock, at the then effective conversion price (i) immediately prior to closing of the initial public offering at a common stock per share price of at least five times the original issue price of the Series A-1 redeemable convertible preferred stock resulting in at least $70.0 million of gross proceeds, or (ii) at the date and time, or upon occurrence of an event, specified by vote or written consent of the holders of at least 55% of the outstanding shares of Series A-1 redeemable convertible preferred stock.

Upon Old Jasper’s initial public offering, each share of Series A-2 redeemable convertible preferred would have been automatically converted into a number of shares of Class A common stock equal to 8% of the fully diluted equity immediately prior to such initial public offering. The percentage of Class A common stock subject to Series A-2 redeemable convertible preferred stock conversion would have been reduced to 4% if the Company terminated the Amgen License Agreement, or Amgen was pursuing a clinical development of an anti c-kit antibody in any clinical indication for which the Company had filed or held an IND for an anti c-kit antibody.

Liquidation Preference

In the event of liquidation, dissolution or winding up of Old Jasper, including deemed liquidation, the holders of the Series A-1 redeemable convertible preferred stock were entitled to receive, in preference to any distribution to the holders of the Series A-2 redeemable convertible preferred stock or common stock, an amount per share equal to 0.75 times of the applicable original issue price of $2.6592, as adjusted for stock splits, dividends, reclassifications or the like.

After the payment to the holders of Series A-1 redeemable convertible preferred stock of the full preferential amounts above, the holders of Series A-2 redeemable convertible preferred stock would have been entitled to receive, out of the remaining assets of Old Jasper available for distribution to its stockholders, in preference to any distribution to the holders of common stock, an amount equal to 8% of the assets available for distribution. The liquidation preference available to the holders of Series A-2 redeemable convertible preferred stock would have been reduced to 4% if the Company terminated the Amgen License Agreement, or Amgen was pursuing a clinical development of an anti c-kit antibody in any clinical indication for which the Company had filed or held an IND for an anti c-kit antibody.

After the payment to the holders of Series A-2 redeemable convertible preferred stock of the full preferential amounts above, the holders of Series A-1 redeemable convertible preferred stock would have been entitled to receive, out of the remaining assets of Old Jasper available for distribution to its stockholders, in preference to any distribution to the holders of common stock, an amount per share equal to 0.25 times of the applicable original issue price of $2.6592, as adjusted for stock splits, dividends, reclassifications or the like.

If the assets of Old Jasper legally available for distribution to the holders of a given Series of redeemable convertible preferred stock were insufficient to permit the payment to such holders of the full amounts of a given Series, then the assets of Old Jasper would have been distributed on a pro rata basis among the holders of such Series of redeemable convertible preferred stock in proportion to the full amounts they would otherwise be entitled to receive pursuant to their liquidation preference.

Following the above payments, the remaining assets of Old Jasper, if any, would have been distributed ratably among the holders of common stock and Series A-1 redeemable convertible preferred stock, pro rata based on the number of shares held by each such holder as if they had been converted to common stock. Provided, however, that if the aggregate amount which the holders of Series A-1 redeemable convertible preferred stock were entitled to receive under the above provisions exceeded 1.5 times the applicable original issue price of $2.6592, as adjusted for stock splits, dividends, reclassifications or the like, upon such liquidation, dissolution or winding up the holders of Series A-1 redeemable convertible preferred stock would have been entitled to receive the greater of (i) 1.5 times

the applicable original issue price and (ii) the amount would have received if all shares of Series A-1 redeemable convertible preferred stock had been converted into common stock immediately prior to such liquidation, dissolution or winding up of the corporation.

Redemption

The redeemable convertible preferred stock was recorded in mezzanine equity because while it was not mandatorily redeemable, it would have become redeemable at the option of the preferred stockholders upon the occurrence of certain deemed liquidation events that were considered not solely within the Company’s control.