Filing Summary
Registrant: Amplitude Healthcare Acquisition Corporation, a special purpose acquisition company (SPAC). The request metadata identifies Jasper Therapeutics, Inc., but the filing itself names Amplitude Healthcare Acquisition Corporation as the registrant.
Reporting date: May 16, 2021; the report was signed on May 18, 2021. The filing addresses accounting periods from inception through December 31, 2019, the year ended December 31, 2020, and interim periods ended March 31, June 30, and September 30, 2020.
Material Accounting Issue
Following the SEC staff’s April 12, 2021 statement regarding SPAC warrant accounting, the company concluded that its outstanding warrants, previously classified as equity, should be classified as liabilities and subsequently remeasured at fair value.
The company’s Audit Committee determined that previously issued financial statements for the affected periods should no longer be relied upon because of the misapplication of accounting guidance for the warrants. The company also stated that its previously issued audit report, press releases, earnings releases, investor presentations, and other communications covering those periods should no longer be relied upon.
Financial Metrics and Liquidity
- The filing does not provide revised revenue, profit, cash flow, margin, debt, liquidity, warrant fair values, or other quantified financial metrics.
- Because the warrants will be classified as liabilities and remeasured at fair value, the restatement is expected to affect reported assets, liabilities, equity, and net income or loss; the filing does not quantify those effects.
Required Remediation and Outlook
The company stated that it would file an amendment to its Form 10-K for the year ended December 31, 2020, including restated financial statements for the affected periods. Management discussed the matter with WithumSmith+Brown, PC, the company’s independent registered public accounting firm, which was given an opportunity to review the disclosures.
No operating guidance, transaction outlook, financing guidance, or other business forecast was provided. The principal disclosed risk is reliance on previously issued financial information that will require restatement.
Investor Verification Items
- Verify the subsequent amended Form 10-K and restated interim financial statements.
- Review the revised classification and fair-value measurements of the warrants.
- Assess the resulting changes to liabilities, equity, net income or loss, and any accumulated deficit.
- Confirm whether the prior audit report was replaced or modified and whether any additional internal-control or reporting issues were identified.
- Reconcile the filing’s registrant, Amplitude Healthcare Acquisition Corporation, with the request metadata identifying Jasper Therapeutics, Inc.