Jasper Therapeutics, Inc. entered into a non-binding letter of intent to acquire Amplitude Healthcare Acquisition Corporation (NasdaqCM:AMHC) from Amplitude Healthcare Holdings LLC and others in a reverse merger transaction for approximately $280 million on February 22, 2021. Jasper Therapeutics, Inc. entered into a definitive business combination agreement to acquire Amplitude Healthcare Acquisition Corporation from Amplitude Healthcare Holdings LLC and others in a reverse merger transaction for approximately $270 million on May 5, 2021. Under the terms of the transaction, the outstanding common and preferred stock of Jasper will be converted into a number of Amplitude's voting common stock based on Jasper's equity value. Jasper Therapeutics is expected to have an initial market capitalization of approximately $490 million dollars. Upon the closing of the business combination, and assuming no redemptions of shares of Amplitude by its public stockholders, Jasper Therapeutics is expected to have cash resources of approximately $180 million at the closing of the transaction (less any redemptions). The proceeds will be funded through a combination of approximately $100 million cash in trust by Amplitude (less any redemptions from its trust account) and a $100 million concurrent PIPE of common stock issued at $10 per share, anchored by leading institutional investors. As part of the transaction, Jasper Therapeutics' existing equity holders will roll 100% of their equity into the combined company. Post-closing, Jasper Therapeutics shareholders will own 56.1% of the resulting issuer, Amplitude shareholders will own 20.4%, PIPE investors will own 20.4% and Amplitude's sponsor will own 3.1% of the resulting issuer. Upon close of the transaction, the combined company will be renamed Jasper Therapeutics, Inc., and its common stock is expected to be listed on Nasdaq under the ticker symbol “JSPR.” As part of the merger, Lawrence Klein and Chris Nolet will be appointed to Jasper Therapeutics' board of directors. Chris Nolet will assume the role of Audit Committee Chair.

The transaction is subject to the satisfaction or waiver of certain customary closing conditions, including, among others: (i) the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder relating to the Business Combination having been expired or been terminated; (ii) the registration statement/proxy statement to be filed by Amplitude relating to the transaction becoming effective; (iii) Amplitude's initial listing application with Nasdaq in connection with the Business Combination having been approved; (iv) the approval of the transaction by Jasper's stockholders and Amplitude's stockholders; and (v) Amplitude having net tangible assets of at least $5,000,001. The boards of directors of both Jasper Therapeutics and Amplitude have unanimously approved the transaction. The transaction has been approved the shareholders of Amplitude Healthcare on September 22, 2021. The transaction is expected to close in the third quarter of 2021. As of September 22, 2021, the transaction is expected to close on or about September 24, 2021. Jasper Therapeutics expects to use the cash resources of the combined company and PIPE to support the clinical development of JSP191 and to continue to advance its preclinical Engineered Hematopoietic Stem Cell (eHSCs) platform. Credit Suisse Securities (USA) LLC is acting as lead PIPE placement agent and capital markets advisor to Jasper Therapeutics, William Blair & Company, L.L.C. is acting as co-placement agent and financial advisor and Cantor Fitzgerald & Co. as co-placement agent. Jeffrey T. Hartlin and Jason M. Rabbitt-Tomita of Paul Hastings LLP is serving as legal counsel to Jasper Therapeutics. BMO Capital Markets and Oppenheimer & Co. Inc. are acting as capital markets advisors to Amplitude. Christopher Barnstable Brown and Glenn Pollner of Wilmer Cutler Pickering Hale and Dorr LLP is serving as legal counsel to Amplitude. Continental Stock Transfer & Trust Company acted as transfer agent to Amplitude Healthcare. Okapi Partners LLC acted as proxy solicitor to Amplitude Healthcare.

Jasper Therapeutics, Inc. completed the acquisition of Amplitude Healthcare Acquisition Corporation (NasdaqCM:AMHC) from Amplitude Healthcare Holdings LLC and others in a reverse merger transaction on September 24, 2021. The combined company will begin trading on the Nasdaq Global Select Market on or about September 27, 2021.