AMPLITUDE HEALTHCARE ACQUISITION CORPORATION Item 5.07. Submission of Matters to a Vote of Security Holders
On
1. The Business Combination Proposal. To consider and vote upon a proposal to (a) adopt
and approve the Business Combination Agreement, dated as of May 5, 2021 (as may be
amended, supplemented or otherwise modified from time to time, the "Business
Combination Agreement"), by and among AMHC, Ample Merger Sub, Inc. , a Delaware
corporation and wholly owned subsidiary of AMHC ("Merger Sub"), and Jasper
Therapeutics, Inc. , a Delaware corporation ("Jasper"), pursuant to which Merger Sub
will merge with and into Jasper, with Jasper surviving the merger as a wholly owned
subsidiary of AMHC (together with the other transactions described in the Business
Combination Agreement, the "Business Combination") (the time that the Business
Combination becomes effective being referred to as the "Effective Time") and (b)
approve the Business Combination. In connection with the Business Combination, AMHC
will be renamed "Jasper Therapeutics, Inc. " ("New Jasper") and Jasper will be
renamed "Jasper Tx Corp. ". Subject to the terms and conditions set forth in the
Business Combination Agreement, at the Effective Time:
i. each outstanding share of Jasper common stock and Jasper preferred
stock will be automatically cancelled, extinguished and converted into
the applicable number of shares of voting common stock, par value
$0.0001 per share, of New Jasper ("New Jasper Voting Common Stock")
or, in certain circumstances, non-voting common stock, par value
$0.0001 per share, of New Jasper ("New Jasper Non-Voting Common
Stock", together with New Jasper Voting Common Stock, "New Jasper
Common Stock"), based on Jasper's equity value;
ii. each outstanding vested and unvested option to purchase shares of
Jasper's common stock will be cancelled in exchange for a comparable
option to purchase shares of New Jasper Voting Common Stock, based on
Jasper's equity value; and
iii. each unvested award of restricted shares of Jasper's common stock will
be converted into a comparable right to receive restricted shares of
New Jasper Common Stock, based on Jasper's equity value.
For purposes herein and the Business Combination Agreement, Jasper's equity
value is deemed to be an agreed upon amount equal to
Votes For Votes Against Abstentions
9,366,228 506,415 0
2. The Charter Amendment Proposal. To consider and vote upon a proposal to
approve, assuming the Business Combination Proposal is approved and
adopted, a proposed amended and restated certificate of incorporation (the
"Proposed Charter"), which will amend and restate AMHC's current amended
and restated certificate of incorporation (the "Current Charter"), and
which Proposed Charter will be in effect when duly filed with the Secretary
of State of the State of Delaware in connection with the Closing (as
defined in the Business Combination Agreement).
Votes For Votes Against Abstentions
9,366,228 506,415 0
1
3. The Bylaws Amendment Proposal. To consider and vote upon a proposal to
approve, assuming the Business Combination Proposal is approved and
adopted, the proposed amended and restated bylaws (the "Proposed Bylaws"),
which will amend and restate AMHC's current bylaws.
Votes For Votes Against Abstentions
9,366,228 506,415 0
4. The Advisory Charter Amendment Proposals. To consider and vote upon a
proposal to approve, on a non-binding advisory basis, the following
material differences between the Proposed Charter and the Current Charter,
which were presented in accordance with the requirements of the SEC as
eight separate sub-proposals:
(a) Advisory Charter Proposal A - To change the corporate name of New
Jasper to "Jasper Therapeutics, Inc.";
Votes For Votes Against Abstentions
9,052,845 819,798 0
(b) Advisory Charter Proposal B - To increase AMHC's capitalization so
that it will have 490,000,000 authorized shares of voting common
stock, 2,000,000 authorized shares of non-voting common stock and
10,000,000 authorized shares of preferred stock;
Votes For Votes Against Abstentions
9,030,144 842,499 0
(c) Advisory Charter Proposal C - To provide that the removal of any
director be only for cause and by the affirmative vote of at least
66?% of New Jasper's then-outstanding shares of capital stock
entitled to vote generally in the election of directors (provided
that as of the three-year anniversary of the Closing Date (as
defined in the Business Combination Agreement), such reference to
"66?%" shall be deemed to be "50%");
Votes For Votes Against Abstentions
8,604,284 1,268,359 0
(d) Advisory Charter Proposal D - To provide that certain amendments to
provisions of the Proposed Charter will require the approval of at
least 66?% of New Jasper's then-outstanding shares of capital stock
entitled to vote generally in the election of directors, voting
together as a single class (provided that as of the
three-year anniversary of the Closing Date, such reference to "66?%"
shall be deemed to be "50%");
Votes For Votes Against Abstentions
8,626,883 1,245,760 0
(e) Advisory Charter Proposal E - To provide that amendments to the
Proposed Bylaws will require the approval of at least 66?% of New
Jasper's then-outstanding shares of capital stock entitled to vote
generally in the election of directors, voting together as a
single-class (provided that as of the three-year anniversary of the
Closing Date, such reference to "66?%" shall be deemed to be "50%");
Votes For Votes Against Abstentions
8,626,884 1,245,759 0
2
(f) Advisory Charter Proposal F - To make New Jasper's corporate
existence perpetual as opposed to AMHC's corporate existence, which
is required to be dissolved and liquidated 24 months following the
closing of its initial public offering, and to remove from the
Proposed Charter the various provisions applicable only to special
purpose acquisition companies;
Votes For Votes Against Abstentions
9,366,228 506,415 0
(g) Advisory Charter Proposal G - To remove the provision that allows
certain stockholders to act by written consent as opposed to holding
a stockholders meeting; and
Votes For Votes Against Abstentions
8,604,284 1,268,359 0
(h) Advisory Charter Proposal H - To remove the current limitation in
place on the corporate opportunity doctrine.
Votes For Votes Against Abstentions
9,343,628 529,015 0
5. The Nasdaq Stock Issuance Proposal. To consider and vote upon a proposal
to approve, assuming the Business Combination Proposal is approved and
adopted, for purposes of complying with the applicable provisions of Nasdaq
Listing Rule 5635, (a) the issuance of up to 27,500,000 newly issued shares
of New Jasper Common Stock in the Business Combination, which amount will
be determined as described in more detail in the Final Prospectus and
(b) the PIPE Investment (as defined in the Business Combination Agreement).
Votes For Votes Against Abstentions
9,366,128 506,515 0
6. The Director Election Proposal. To consider and vote upon a proposal to
approve, assuming the Business Combination Proposal is approved and
adopted, the appointment of five directors who, upon consummation of the
Business Combination, will become directors of New Jasper:
Director Nominee Votes For Votes Withheld
Kurt von Emster, Class I director 9,366,128 506,515
Anna French, D.Phil, Class II director 9,366,128 506,515
9,366,128 506,515
Christian W. Nolet, Class III director 9,366,128 506,515
7. The Equity Incentive Plan Proposal. To consider and vote upon a proposal
to approve, assuming the Business Combination Proposal is approved and
adopted, the Jasper Therapeutics, Inc. 2021 Equity Incentive Plan, a copy
of which was appended to the Final Prospectus as Annex D, which will
become effective as of the date immediately preceding the date of the
Closing.
Votes For Votes Against Abstentions
9,188,845 683,798 0
3
8. The ESPP Proposal. To consider and vote upon a proposal to approve,
assuming the Business Combination Proposal is approved and adopted, the
Jasper Therapeutics, Inc. 2021 Employee Stock Purchase Plan, a copy of
which was appended to the Final Prospectus as Annex E, which will become
effective as of the date immediately preceding the date of the Closing.
Votes For Votes Against Abstentions
9,051,945 820,698 0
9. The Adjournment Proposal. To approve a proposal to adjourn the Special
Meeting to a later date or dates, if necessary, to permit further
solicitation and vote of proxies if, based upon the tabulated vote at the
time of the Special Meeting, there are not sufficient votes to approve the
Business Combination Proposal, the Charter Amendment Proposal, the Bylaws
Amendment Proposal, the Nasdaq Stock Issuance Proposal, the Director
Election Proposal, the Equity Incentive Plan Proposal or the ESPP
Proposal, or the Company determines that one or more of the closing
conditions under the Business Combination Agreement is not satisfied.
Votes For Votes Against Abstentions
8,974,263 898,380 0
Item 8.01 Other Events
On
9,262,099 shares of Class A Common Stock were redeemed in connection with the
Business Combination (the "Redemptions"). The Business Combination Agreement
provides that the obligation of Jasper to consummate the Business Combination is
conditioned on, among other things, a minimum cash condition under which, as of
the Effective Time, the sum of (i) the aggregate cash proceeds available for
release to the Company and Merger Sub from the Company's trust account in
connection with the transactions contemplated by the Business Combination
Agreement (after giving effect to any Company stockholder redemptions) and (ii)
the aggregate cash proceeds actually received by the Company and Merger Sub in
respect of the PIPE Financing (as defined in the Business Combination
Agreement), must be equal to at least
Additionally, in connection with the Closing,
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 99.1 Press Release, datedSeptember 22, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) [SignaturePage Follows ] 4
© Edgar Online, source