Item 8.01 Other Events
As previously announced, on May 5, 2021, Amplitude Healthcare Acquisition
Corporation, a Delaware corporation (the "Company"), entered into a Business
Combination Agreement (the "Business Combination Agreement") among the Company,
Ample Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of
the Company ("Merger Sub"), and Jasper Therapeutics, Inc., a Delaware
corporation ("Jasper"), pursuant to which, among other things, Merger Sub will
merge with and into Jasper (the "Merger"), with Jasper surviving the Merger as a
wholly-owned subsidiary of the Company. In connection with the Merger, the
Company will change its name to "Jasper Therapeutics, Inc." ("New Jasper").
On September 20, 2021, the Company and Jasper issued a press release announcing
that, following the completion of the transactions contemplated under the
Business Combination Agreement (including the Merger) (such transactions, the
"Business Combination"), New Jasper will expand the size of its board of
directors (the "New Jasper Board") from five to six directors, and will appoint
Lawrence Klein, Ph.D., to the New Jasper Board as a Class I director for a
one-year term until the first annual meeting of stockholders of New Jasper and
until his successor is duly elected and qualified or until his death,
resignation or removal. If Dr. Klein is re-elected at the first annual meeting
of stockholders of New Jasper, he will serve for an additional three-year term
and until his successor is duly elected and qualified or until his death,
resignation or removal. Following his appointment, the New Jasper Board is
expected to determine that Dr. Klein will qualify as an independent director of
New Jasper. Dr. Klein will receive the same compensation as the other directors
of New Jasper as described on page 247 of the Company's definitive proxy
statement/prospectus dated August 26, 2021 included in the Company's
Registration Statement on Form S-4/A (File No. 333-256875) (the "Registration
Statement") filed with the Securities and Exchange Commission (the "SEC") on
August 25, 2021 under the heading "Director Compensation-New Jasper Director
Compensation Following the Business Combination," which is incorporated herein
by reference. Dr. Klein does not currently own beneficially or of record any
shares of the Company's common stock.
Dr. Klein, age 39, currently serves as chief operating officer at CRISPR
Therapeutics ("CRISPR"), where he previously served as senior vice president and
head of strategy and business development. Before joining CRISPR, he was an
associate partner at McKinsey & Company, where he was a leader in the biotech
practice and served a number of biotech companies on a wide range of topics from
strategy to operations. He earned a B.S. in biochemistry and physics from the
University of Wisconsin-Madison and a Ph.D. in biophysics from Stanford
University. Dr. Klein's qualifications to sit on the New Jasper Board include
his extensive background in immunology, hematologic malignancies, stem cell
transplant and cell therapies, as well as his current and prior service with
pharmaceutical and biotechnology companies on matters pertaining to strategy and
operations.
A copy of the press release is furnished hereto as Exhibit 99.1 and is
incorporated herein by reference.
Additional Information
In connection with the Business Combination, the Company has filed with the SEC
the Registration Statement, which includes a prospectus and proxy statement,
which was declared effective by the SEC on August 26, 2021. On September 1,
2021, the Company commenced mailing the definitive proxy statement/prospectus
and other relevant documents to its stockholders of record as of August 20,
2021, the record date for the Company's special meeting of stockholders to be
held to approve the Business Combination (and related matters) (the "Special
Meeting"). This communication is not a substitute for the Registration
Statement, the definitive proxy statement/prospectus or any other document that
the Company will send to its stockholders in connection with the Business
Combination. Investors and security holders of the Company are advised to read,
when available, the definitive proxy statement/prospectus in connection with the
Company's solicitation of proxies for the Special Meeting because the definitive
proxy statement/prospectus contains important information about the Business
Combination and the parties to the Business Combination. Stockholders will also
be able to obtain copies of the definitive proxy statement/prospectus and any
other documents filed by the Company with the SEC, without charge, once
available, at the SEC's website www.sec.gov or by directing a request to: 1177
Avenue of the Americas, Fl 40, New York, New York 10036.
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Participants in the Solicitation
The Company, Jasper and their respective directors, executive officers, other
members of management, and employees, under SEC rules, may be deemed to be
participants in the solicitation of proxies of the Company's stockholders in
connection with the Business Combination. Investors and security holders may
obtain more detailed information regarding the names and interests in the
Business Combination of the Company's directors and officers in the Company's
filings with the SEC including the Registration Statement filed with the SEC by
the Company, which includes the definitive proxy statement of the Company for
the Business Combination, and such information and names of Jasper's directors
and executive officers will also be in the Registration Statement filed with the
SEC by the Company, which includes the definitive proxy statement of the Company
for the Business Combination.
Forward-Looking Statements
Certain statements made herein that are not historical facts are forward-looking
statements for purposes of the safe harbor provisions under The Private
Securities Litigation Reform Act of 1995. Forward-looking statements generally
are accompanied by words such as "believe," "may," "will," "estimate,"
"continue," "anticipate," "intend," "expect," "should," "would," "plan,"
"predict," "potential," "seem," "seek," "future," "outlook" and similar
expressions that predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements include, but
are not limited to, statements regarding future events, the Business Combination
between the Company and Jasper, the estimated or anticipated future results and
benefits of the combined company following the Business Combination, including
the likelihood and ability of the parties to successfully consummate the
Business Combination, future opportunities for the combined company, and other
statements that are not historical facts. These statements are based on the
current expectations of the Company's management and are not predictions of
actual performance. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and must not be
relied on, by any investor as a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and circumstances are
difficult or impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of the Company and Jasper. These
statements are subject to a number of risks and uncertainties regarding the
Company's businesses and the Business Combination, and actual results may differ
materially. These risks and uncertainties include, but are not limited to,
general economic, political and business conditions; the inability of the
parties to consummate the Business Combination or the occurrence of any event,
change or other circumstances that could give rise to the termination of the
Business Combination Agreement; the failure to satisfy the minimum cash
condition set forth in the Business Combination Agreement, whether due to
redemptions from the Company's trust account or otherwise; the failure of the
Company's proposed PIPE financing to close on the terms and in the amounts
currently anticipated; the outcome of any legal proceedings that may be
instituted against the parties following the announcement of the Business
Combination; the receipt of an unsolicited offer from another party for an
alternative business transaction that could interfere with the Business
Combination; the risk that the approval of the stockholders of the Company or
Jasper for the potential transaction is not obtained; failure to realize the
anticipated benefits of the Business Combination, including as a result of a
delay in consummating the potential transaction or difficulty in integrating the
businesses of the Company or Jasper; the risk that the Business Combination
disrupts current plans and operations as a result of the announcement and
consummation of the Business Combination; the ability of the combined company to
grow and manage growth profitably and retain its key employees; the amount of
redemption requests made by the Company's stockholders; the inability to obtain
or maintain the listing of the post-acquisition company's securities on Nasdaq
following the Business Combination; costs related to the Business Combination;
and those factors discussed in the Company's final prospectus relating to its
initial public offering, dated November 19, 2019, and filed with the SEC on
November 21, 2019, the Company's final prospectus relating to the Business
Combination, dated August 26, 2021, and filed with the SEC on August 26, 2021,
in the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 2020, filed with the SEC on March 31, 2021, as amended, and other filings
with the SEC. If any of these risks materialize or if assumptions prove
incorrect, actual results could differ materially from the results implied by
these forward-looking statements. There may be additional risks that the Company
presently does not know or that the Company currently believes are immaterial
that could also cause actual results to differ from those contained in the
forward-looking statements. In addition, forward-looking statements provide the
Company's expectations, plans or forecasts of future events and views as of the
date of this communication. The Company anticipates that subsequent events and
developments will cause the Company's assessments to change. However, while the
Company may elect to update these forward-looking statements at some point in
the future, the Company specifically disclaims any obligation to do so. These
forward-looking statements should not be relied upon as representing the
Company's assessments as of any date subsequent to the date of this
communication. Accordingly, undue reliance should not be placed upon the
forward-looking statements.
Disclaimer
This communication is for informational purposes only and is neither an offer to
purchase, nor a solicitation of an offer to sell, subscribe for or buy any
securities or the solicitation of any vote in any jurisdiction pursuant to the
Business Combination or otherwise, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
99.1 Press Release, dated September 20, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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