Filing identity and business context
This is Amplitude Healthcare Acquisition Corporation’s unaudited Form 10-Q for the quarter ended March 31, 2021—not a Jasper Therapeutics operating-company 10-Q. Amplitude was a healthcare-focused blank-check company with no operating business or revenue as of quarter-end. Jasper is discussed because Amplitude signed a proposed merger agreement with Jasper on May 5, 2021, after the reporting period.
Financial results and position
| Metric | Q1 2021 | Q1 2020 or prior date |
|---|---|---|
| Operating revenue | None | None |
| General and administrative expenses | $214,402 | $228,666 |
| Net income | $5,498,071 | $1,428,859 |
| Operating cash used | $317,750 | $232,870 |
| Cash outside Trust Account | $590,605 | $770,114 at Dec. 31, 2020 |
| Trust Account investments | $100,203,611 | $100,339,379 at Dec. 31, 2020 |
| Total liabilities | $11,100,769 | $16,899,451 at Dec. 31, 2020 |
| Warrant liabilities | $7,420,000 | $13,130,000 at Dec. 31, 2020 |
| Deferred underwriting fee payable | $3,500,000 | $3,500,000 at Dec. 31, 2020 |
Q1 net income was principally a non-cash $5.71 million gain from the decline in warrant fair value; Trust Account interest was only $2,473. Net income therefore does not reflect operating profitability. Cash outside the Trust Account fell by $179,509 during the quarter. The company reported no long-term debt and no off-balance-sheet financing arrangements. The filing does not provide a conventional operating margin because the company had no operating revenue.
Changes, outlook, risks, and unusual items
- Compared with Q1 2020, net income increased, largely because the warrant fair-value gain was greater ($5.71 million versus $1.39 million). Trust Account interest fell to $2,473 from $325,348.
- At March 31, 8,485,964 Class A shares were classified as subject to possible redemption, up from 7,936,156 at year-end; $84.86 million was presented as temporary equity.
- On May 5, 2021, Amplitude agreed to merge with Jasper, subject to customary closing conditions and stockholder approvals. A concurrent PIPE was agreed for 10 million shares at $10 per share, or $100 million gross, contingent on closing.
- Amplitude had until November 22, 2021 to complete a business combination. Management said failure to do so would require liquidation and dissolution and raised substantial doubt about the company’s ability to continue as a going concern. The merger agreement was announced after quarter-end and did not remove the stated uncertainty as of the reporting date.
- Management said COVID-19 could adversely affect the company’s financial position or target search, but the impact was not readily determinable. Public warrants and private-placement warrants are fair-value liabilities; changes can materially affect reported earnings without generating cash.
- Management concluded disclosure controls were not effective at March 31, 2021 because of a material weakness in internal control over financial reporting. The filing refers to a prior-year financial-statement restatement and describes remediation efforts, including enhanced review of complex securities accounting.
Important facts for investors to verify
- Confirm the filing entity: this report covers Amplitude Healthcare Acquisition Corporation, not Jasper Therapeutics.
- Review the merger agreement, PIPE terms, required approvals, closing conditions, and subsequent filings for transaction status and final financing.
- Assess the November 22, 2021 business-combination deadline and liquidation implications, including potential redemption amounts and warrant expiration.
- Examine the material weakness, prior restatement, remediation progress, and any subsequent auditor or management disclosures.
- Distinguish cash available outside the Trust Account from restricted Trust Account funds and account for potential redemptions and deferred underwriting fees.