Business context and reporting period
Important identity mismatch: The request identifies Jasper Therapeutics, Inc., but the supplied Form 10-Q is for Amplitude Healthcare Acquisition Corporation, a healthcare-focused blank-check company (SPAC). This summary reflects the filing provided, not Jasper Therapeutics.
The filing covers the quarter ended September 30, 2020, and was filed November 10, 2020. The company had not begun operations and reported no operating revenue; its activity consisted of formation, public-company costs, and searching for a business-combination target.
Financial highlights
- Quarter ended September 30, 2020: General and administrative expenses were $220,289; trust-account interest income was $10,883; net loss was $201,191.
- Nine months ended September 30, 2020: General and administrative expenses were $776,516; trust-account interest income was $380,538; income tax provision was $48,413; net loss was $444,391.
- Revenue and margins: No operating revenue was reported; operating margins are not meaningful for this pre-combination SPAC.
- Cash flow: Cash used in operating activities was $635,623 for the first nine months of 2020. Cash declined by $455,232 to $757,523.
- Liquidity and assets: At September 30, 2020, cash outside the trust was $757,523, and trust-account marketable securities were $100,354,719. Current assets were $963,509 versus current liabilities of $180,348.
- Debt and obligations: The company reported no long-term debt and no outstanding working-capital loans. It had a $3.5 million deferred underwriting fee payable upon completion of a business combination.
- Equity and redemptions: Stockholders’ equity was $5,000,010; $92,637,870 of Class A shares was classified as subject to possible redemption.
Changes versus comparable periods
At December 31, 2019, cash was $1,212,755, trust investments were $100,154,572, and total liabilities were $3,611,364. By September 30, 2020, cash outside the trust had fallen by $455,232, trust investments had increased by $200,147, and total liabilities had increased to $3,680,348. The filing’s 2019 income comparison is from inception on August 13 through September 30, 2019, so it is not a comparable full quarter or nine-month period.
Outlook, risks, and unusual items
- The company intended to use substantially all trust funds, less taxes and deferred underwriting commissions, toward a business combination. It had until November 22, 2021 to complete one; otherwise, it was required to wind up and redeem public shares under the stated terms.
- Management said it did not expect to need additional funds for current operating expenses, but acknowledged that cost overruns or transaction financing needs could require additional financing. Sponsor or insider loans were possible but not committed.
- Management concluded that mandatory liquidation if no transaction is completed raises substantial doubt about the company’s ability to continue as a going concern.
- COVID-19 could impair the target search or a target’s business; the specific impact was not determinable. The filing also identifies possible negative interest rates as a risk to trust value and public redemption proceeds.
- The company reported no legal proceedings, off-balance-sheet financing arrangements, or subsequent events requiring adjustment or disclosure. Disclosure controls were assessed as effective, with no material change in internal control reported.
- Related-party items included office rent of $3,697 per month to an entity 45% owned by the CEO, and $7,050 paid for due-diligence consulting services to a director’s relative during the period covered by the disclosure.
Most important facts to verify
- Confirm the intended company: the supplied filing is Amplitude Healthcare Acquisition Corporation, not Jasper Therapeutics, Inc.
- Reconcile the reported redeemable-share count: the balance sheet states 9,263,787 shares, while a note gives 9,266,326 shares at September 30, 2020.
- Verify the trust balance, redemption terms, and November 22, 2021 business-combination deadline against the complete filing and subsequent filings.
- Assess whether available cash outside the trust and any potential sponsor financing were sufficient to fund the search and transaction costs.