Filing Overview
Registrant: Amplitude Healthcare Acquisition Corporation, a Delaware special purpose acquisition company (SPAC). The request metadata identifies Jasper Therapeutics, Inc., but the supplied filing is filed by Amplitude Healthcare Acquisition Corporation and does not mention Jasper Therapeutics.
Form 8-K: Current report dated January 3, 2020, with reported events occurring January 6–7, 2020; signed and filed January 8, 2020. Reported items are executive appointment, founder-share forfeiture, and separate trading of IPO securities.
Key Financial and Capital Markets Information
- The company completed its IPO on November 22, 2019, issuing 10,000,000 units at $10.00 per unit and generating gross proceeds of $100.0 million.
- Each unit consisted of one Class A common share and one-half of a redeemable warrant. Each whole warrant is exercisable for one Class A common share at $11.50 per share.
- The underwriters’ 45-day over-allotment option for up to 1,500,000 additional units was not exercised.
- The sponsor forfeited and the company cancelled 375,000 Class B founder shares, leaving the sponsor with ownership equal to 20.0% of the company’s issued and outstanding common stock.
- The filing provides no revenue, net income, cash-flow, margin, debt, liquidity, or other operating-performance figures.
Material Changes and Corporate Actions
- Vishal Kapoor was appointed President effective January 6, 2020.
- Mr. Kapoor will receive a monthly base salary of $8,333 and may receive a one-time bonus contingent on the successful closing of the company’s initial business combination.
- The company and Mr. Kapoor entered into an employment agreement and a related letter agreement, filed as Exhibits 10.1 and 10.2.
- Beginning January 10, 2020, holders may separately trade the Class A common stock and warrants underlying the units. Units continue trading under AMHCU; separated common stock and warrants trade under AMHC and AMHCW, respectively.
Outlook, Risks, and Unusual Items
- The company remains subject to the risks and timing requirements associated with completing an initial business combination within 24 months after the IPO closing.
- Mr. Kapoor waived redemption rights for specified founder and public shares in connection with the initial business combination and certain charter amendments. He also waived rights to liquidating distributions from the trust account for founder shares if no business combination is completed within the prescribed period.
- The sponsor granted Mr. Kapoor a membership interest in the sponsor.
- The employment agreement includes termination provisions, a one-year non-solicitation covenant, confidentiality obligations, and restrictions relating to other blank-check companies and certain potential transaction targets.
- The filing does not provide a specific acquisition target, transaction valuation, financing plan, or business-combination guidance.
Investor Verification Items
- Verify the correct issuer: the supplied filing is for Amplitude Healthcare Acquisition Corporation, not Jasper Therapeutics, Inc.
- Confirm the number of founder shares outstanding after the 375,000-share forfeiture and the resulting sponsor ownership.
- Review the employment and letter agreements for the exact bonus, termination, redemption-waiver, and sponsor-interest terms.
- Confirm the trust-account balance, redemption terms, and deadline for completing the initial business combination in subsequent filings.
- Confirm the separate trading commencement date and applicable ticker symbols with the company or Nasdaq.