PART I [Business](index=6&type=section&id=Item%201.%20Business) Jasper Therapeutics is a clinical-stage biotechnology company focused on developing therapeutics for mast and hematopoietic stem cell diseases - The company's lead product candidate is **briquilimab**, a monoclonal antibody targeting the CD117 receptor on mast and stem cells, being developed for therapeutic use in CSU and LR-MDS, and as a conditioning agent for stem cell transplants in diseases like SCID, AML/MDS, and SCD[31](index=31&type=chunk) - Jasper is also developing an **mRNA stem cell platform** designed to reprogram stem cells to have a transient proliferative and survival advantage, potentially enabling higher engraftment levels without toxic conditioning[40](index=40&type=chunk)[54](index=54&type=chunk) - The company holds exclusive worldwide license agreements with Amgen for the development and commercialization of briquilimab and with Stanford University for its use in stem cell clearance prior to transplantation[42](index=42&type=chunk) Briquilimab Development Pipeline & Anticipated Milestones | Indication/Program | Stage | Anticipated Milestones | | :--- | :--- | :--- | | **Therapeutic Development** | | | | Lower to Intermediate Risk MDS | Clinical | 1H 2023 clinical study initiation | | Chronic Urticaria | Clinical | 2H 2023 clinical study initiation | | **Transplant Development** | | | | AML/MDS | Clinical | 1Q 2023 1-year AML clinical data presentation | | Severe Combined Immunodeficiency | Clinical | Prepare for BLA submission | | Fanconi Anemia | Clinical | 2023 patient enrollment ongoing | | Sickle Cell Disease | Clinical | 2023 patient enrollment ongoing | | **Jasper mRNA Stem Cell Graft Platform** | | | | Thalassemias, Sickle Cell Disease | Preclinical | 2024 first IND filing | Our Product Pipeline The pipeline is centered on briquilimab and an mRNA stem cell platform, with briquilimab in clinical trials for mast cell and stem cell disorders, and the mRNA platform in preclinical development - Briquilimab is being developed as a chronic therapy for CSU and LR-MDS, with IND filing for CSU planned for **Q2 2023** and a study in LR-MDS patients anticipated to begin in **1H 2023**[48](index=48&type=chunk)[53](index=53&type=chunk) - In a Phase 1/2 trial for SCID, briquilimab conditioning enabled donor engraftment and immune improvement in **7 out of 10 re-transplant patients**, with no treatment-related SAEs reported[36](index=36&type=chunk)[93](index=93&type=chunk) - In a Phase 1 trial for AML/MDS, briquilimab-based conditioning was well-tolerated in **31 patients**, led to successful engraftment in all, and resulted in **67% of AML patients** being alive and MRD-free at one year[38](index=38&type=chunk)[107](index=107&type=chunk) - The mRNA stem cell platform is in preclinical development, with initial in-vitro results showing potential for enhanced stem cell proliferation and engraftment. The first IND filing is anticipated in **2024**[31](index=31&type=chunk)[119](index=119&type=chunk)[123](index=123&type=chunk) Intellectual Property Jasper's intellectual property strategy relies on in-licensed patents from Amgen and Stanford, and its own patent filings, primarily covering briquilimab and hematopoietic stem cell transplantation - The company has exclusively licensed a patent portfolio from Amgen for its humanized c-kit antibody, with issued U.S. and European patents expected to expire in **2027**[135](index=135&type=chunk) - An exclusive license from Stanford University covers the use of briquilimab for depleting stem cells prior to transplantation, with patents also expected to expire in **2027**[136](index=136&type=chunk) - Jasper owns eleven patent families related to hematopoietic stem cell transplantation, which include ten U.S. provisional applications, one U.S. utility application, and three PCT applications. Any patents granted from these would be expected to expire in **2042 or 2044**[137](index=137&type=chunk) Competition Jasper faces intense competition in the biotechnology sector for its briquilimab CD117 program and its mRNA-modified stem cell therapy platform from various pharmaceutical and biotech companies - Competitors for the briquilimab program include Celldex, Acelyrin, and Gilead, which are also developing antibodies targeting CD117 for mast cell diseases or stem cell transplants[143](index=143&type=chunk) - Competitors for the mRNA-modified stem cell therapy program include Vor Biopharma, Sana Biotechnology, and Orca Bio, which are developing treatment-resistant, hypoimmune, or precision allogeneic cell therapies[143](index=143&type=chunk) Government Regulation The company's product candidates are regulated as biologics in the U.S. and EU, requiring extensive preclinical and clinical development, regulatory approvals, and post-market compliance - In the U.S., product candidates are regulated as biologics and require a Biologics License Application (BLA) for marketing approval, following successful preclinical and multi-phase clinical trials[148](index=148&type=chunk)[150](index=150&type=chunk) - The FDA provides several expedited review programs, including Fast Track, Breakthrough Therapy, Priority Review, and Regenerative Advanced Therapy (RMAT), to accelerate the development and approval of drugs for serious conditions[168](index=168&type=chunk)[173](index=173&type=chunk) - In the European Union, marketing authorization requires submitting a Marketing Authorization Application (MAA) through a centralized procedure administered by the EMA, which is compulsory for certain biologics and innovative products[184](index=184&type=chunk)[185](index=185&type=chunk) - Sales of approved products depend on coverage and reimbursement from third-party payors like Medicare, Medicaid, and commercial insurers, who are increasingly focused on cost-containment and cost-effectiveness[188](index=188&type=chunk)[190](index=190&type=chunk) [Risk Factors](index=37&type=section&id=Item%201A.%20Risk%20Factors) The company faces substantial risks, including a history of significant net losses, dependence on its lead candidate and novel platform, reliance on third parties, and stock price volatility - The company has a history of significant net losses (**$37.7 million in 2022**) and expects to incur losses for the foreseeable future, requiring substantial additional funding to continue operations[210](index=210&type=chunk) - Business success is substantially dependent on the lead product candidate, briquilimab. Failure to complete development, obtain approval, or commercialize it would severely harm the business[208](index=208&type=chunk)[237](index=237&type=chunk) - The mRNA stem cell platform is a novel, unproven technology that is not yet clinically validated and may never lead to marketable products[208](index=208&type=chunk)[245](index=245&type=chunk) - The company relies on a single manufacturer (Lonza) for the clinical supply of its product candidates and is highly dependent on intellectual property licensed from third parties like Amgen and Stanford[209](index=209&type=chunk)[335](index=335&type=chunk)[350](index=350&type=chunk) - The company faces risks related to its stock, including price volatility, potential delisting from Nasdaq if minimum bid price requirements are not maintained, and significant dilution from future equity sales[209](index=209&type=chunk)[460](index=460&type=chunk)[467](index=467&type=chunk) [Unresolved Staff Comments](index=97&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports that it has no unresolved staff comments from the SEC - There are no unresolved staff comments[496](index=496&type=chunk) [Properties](index=97&type=section&id=Item%202.%20Properties) The company leases approximately 13,400 square feet for its headquarters in Redwood City, California, with the current lease expiring in August 2026 - The company leases approximately **13,400 square feet** of headquarters space in Redwood City, California[497](index=497&type=chunk) - The current lease expires in **August 2026**, with a five-year extension option[497](index=497&type=chunk) [Legal Proceedings](index=97&type=section&id=Item%203.%20Legal%20Proceedings) As of the report date, Jasper Therapeutics is not a party to any material legal proceedings - The company is not currently a party to any material legal proceedings[498](index=498&type=chunk) [Mine Safety Disclosures](index=97&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[499](index=499&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=98&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock and public warrants are listed on Nasdaq, with no dividends declared or anticipated, as earnings will be retained for business growth - Common stock and Public Warrants are listed on the Nasdaq Capital Market under symbols **"JSPR"** and **"JSPRW"**[502](index=502&type=chunk) - The company has never paid dividends and does not plan to in the foreseeable future, retaining earnings for business growth[504](index=504&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=99&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Jasper Therapeutics reported a net loss of **$37,685 thousand** in 2022, driven by increased R&D and G&A expenses, but bolstered its cash position with a **$101,400 thousand** financing in January 2023 Financial Performance Summary (FY 2022 vs. FY 2021) | Metric | FY 2022 | FY 2021 | | :--- | :--- | :--- | | **Net Loss** | ($37,685 thousand) | ($30,637 thousand) | | **Research & Development Expenses** | $34,627 thousand | $25,421 thousand | | **General & Administrative Expenses** | $16,569 thousand | $11,412 thousand | | **Cash Used in Operations** | ($45,858 thousand) | ($33,678 thousand) | | **Cash & Cash Equivalents (Year-End)** | $38,250 thousand | $84,701 thousand | | **Accumulated Deficit (Year-End)** | ($105,100 thousand) | ($67,500 thousand) | - The increase in R&D expenses was driven by higher personnel-related costs (**+$3.0 million**), facilities/overhead (**+$3.4 million**), and consulting costs (**+$1.4 million**), partially offset by a decrease in CRO/CMO expenses (**-$1.5 million**)[543](index=543&type=chunk)[544](index=544&type=chunk)[545](index=545&type=chunk) - The increase in G&A expenses was due to higher employee payroll and stock-based compensation (**+$2.9 million**) and increased professional services costs (**+$1.9 million**) to support operations as a public company[546](index=546&type=chunk) - In January 2023, the company raised total estimated net proceeds of **$101.4 million** from a public offering and its ATM program, which is expected to fund the operating plan for at least the next 12 months[518](index=518&type=chunk) Results of Operations For the year ended December 31, 2022, the company's net loss increased to **$37.7 million** due to a **$14.4 million** rise in total operating expenses, partially offset by increased other income Comparison of Operating Results (in thousands) | Line Item | Year Ended Dec 31, 2022 | Year Ended Dec 31, 2021 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Research and development | $34,627 | $25,421 | $9,206 | 36% | | General and administrative | $16,569 | $11,412 | $5,157 | 45% | | **Total operating expenses** | **$51,196** | **$36,833** | **$14,363** | **39%** | | Loss from operations | ($51,196) | ($36,833) | ($14,363) | 39% | | Total other income, net | $13,511 | $6,196 | $7,315 | 118% | | **Net loss** | **($37,685)** | **($30,637)** | **($7,048)** | **23%** | - The **$9.2 million** increase in R&D expenses was primarily due to a **$6.4 million** rise in internal costs (personnel and facilities) and a **$2.8 million** increase in external costs (consulting and supplies), despite a **$1.5 million** decrease in CRO/CMO spending[542](index=542&type=chunk)[543](index=543&type=chunk)[544](index=544&type=chunk) - The **$7.3 million** increase in total other income was mainly driven by a **$6.7 million** larger gain on the change in fair value of the common stock warrant liability compared to the prior year[541](index=541&type=chunk)[547](index=547&type=chunk) Liquidity and Capital Resources As of December 31, 2022, the company had **$38.3 million** in cash, and subsequently raised **$101.4 million** in January 2023, which is deemed sufficient for the next twelve months of operations - The company held **$38.3 million** in cash and cash equivalents as of December 31, 2022[551](index=551&type=chunk) - In January 2023, the company raised approximately **$96.9 million** in net proceeds from an underwritten public offering and **$4.5 million** from its ATM offering[553](index=553&type=chunk)[554](index=554&type=chunk) - Management concluded that existing cash plus the January 2023 financing proceeds are sufficient to fund the operating plan for at least **twelve months** from the filing date of this report[518](index=518&type=chunk)[557](index=557&type=chunk) Cash Flow Summary (in thousands) | Cash Flow Activity | Year Ended Dec 31, 2022 | Year Ended Dec 31, 2021 | | :--- | :--- | :--- | | Net cash used in operating activities | $(45,858) | $(33,678) | | Net cash used in investing activities | $(576) | $(2,428) | | Net cash provided by financing activities | $55 | $100,969 | | **Net (decrease) increase in cash** | **$(46,379)** | **$64,863** | [Quantitative and Qualitative Disclosures About Market Risk](index=114&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's market risks are primarily interest rate risk on its cash holdings and foreign currency exchange risk, neither of which has been material to date - The company's primary market risk is interest rate risk on its **$38.3 million** of cash and cash equivalents, but historical fluctuations have not been significant[588](index=588&type=chunk) - Foreign currency exchange risk arises from using certain vendors outside the U.S., but transaction gains and losses have not been material to date[589](index=589&type=chunk) - The company does not have a formal hedging program for foreign currency risk[589](index=589&type=chunk) [Financial Statements and Supplementary Data](index=114&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the audited consolidated financial statements for Jasper Therapeutics for fiscal years 2022 and 2021, including balance sheets, statements of operations, and cash flows Consolidated Balance Sheet Data (in thousands) | | Dec 31, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $38,250 | $84,701 | | Total current assets | $41,731 | $87,831 | | **Total assets** | **$48,361** | **$93,654** | | **Liabilities & Equity** | | | | Total current liabilities | $7,065 | $8,020 | | **Total liabilities** | **$12,372** | **$24,136** | | **Total stockholders' equity** | **$35,989** | **$69,518** | Consolidated Statement of Operations Data (in thousands) | | Year Ended Dec 31, 2022 | Year Ended Dec 31, 2021 | | :--- | :--- | :--- | | Research and development | $34,627 | $25,421 | | General and administrative | $16,569 | $11,412 | | **Loss from operations** | **($51,196)** | **($36,833)** | | **Net loss** | **($37,685)** | **($30,637)** | | Net loss per share | ($1.03) | ($2.69) | [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=147&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[746](index=746&type=chunk) [Controls and Procedures](index=147&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2022 - Management concluded that disclosure controls and procedures were effective as of December 31, 2022[748](index=748&type=chunk) - Management concluded that internal control over financial reporting was effective as of December 31, 2022[750](index=750&type=chunk) - No material changes were made to internal control over financial reporting during the quarter ended December 31, 2022[751](index=751&type=chunk) [Other Information](index=147&type=section&id=Item%209B.%20Other%20Information) The company reports no other information for this item - None[752](index=752&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=148&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information regarding directors, executive officers, and corporate governance will be incorporated by reference from the upcoming 2023 Proxy Statement - Information is incorporated by reference from the upcoming 2023 Proxy Statement[756](index=756&type=chunk) [Executive Compensation](index=148&type=section&id=Item%2011.%20Executive%20Compensation) Information regarding executive compensation will be incorporated by reference from the upcoming 2023 Proxy Statement - Information is incorporated by reference from the upcoming 2023 Proxy Statement[757](index=757&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=148&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information regarding security ownership will be incorporated by reference from the upcoming 2023 Proxy Statement - Information is incorporated by reference from the upcoming 2023 Proxy Statement[758](index=758&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=148&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information regarding related party transactions and director independence will be incorporated by reference from the upcoming 2023 Proxy Statement - Information is incorporated by reference from the upcoming 2023 Proxy Statement[759](index=759&type=chunk) PART IV [Principal Accountant Fees and Services](index=149&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information regarding principal accountant fees and services will be incorporated by reference from the upcoming 2023 Proxy Statement - Information is incorporated by reference from the upcoming 2023 Proxy Statement[761](index=761&type=chunk) [Exhibits, Financial Statement Schedules](index=149&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists the financial statements and exhibits filed with or incorporated by reference into the Form 10-K, including material agreements - The financial statements are listed in the Index to Financial Statements in Part II, Item 8[762](index=762&type=chunk) - A comprehensive list of exhibits filed with the report is provided, including material agreements such as the Business Combination Agreement, license agreements with Amgen and Stanford, and equity incentive plans[765](index=765&type=chunk) [Form 10-K Summary](index=152&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company reports no Form 10-K summary for this item - None[769](index=769&type=chunk)

Financial Performance - The company incurred net losses of $24.5 million and $21.6 million for the nine months ended September 30, 2022 and 2021, respectively[130]. - The accumulated deficit of the company reached $91.8 million as of September 30, 2022[130]. - The net loss for Q3 2022 was $11.9 million, compared to a net loss of $3.4 million in Q3 2021, reflecting a 248% increase in losses[147]. - The company recognized a net loss of $24.5 million for the nine months ended September 30, 2022, compared to a net loss of $21.6 million for the same period in 2021, a 13% increase in losses[156]. - The company has incurred significant losses and negative cash flows from operations since inception, indicating a substantial doubt about its ability to continue as a going concern[131]. Cash Position - As of September 30, 2022, the company had cash and cash equivalents of $51.0 million, which is insufficient to fund operations in the foreseeable future[131]. - As of September 30, 2022, cash and cash equivalents totaled $51.0 million, with no outstanding debt[189]. - Net cash used in operating activities was $33.2 million for the nine months ended September 30, 2022, compared to $19.1 million for the same period in 2021[173]. - Cash provided by financing activities was less than $0.1 million for the nine months ended September 30, 2022, compared to $101.9 million in 2021[178][179]. Research and Development - The lead product candidate, JSP191, is in clinical development and aims to initiate a registrational clinical study in acute myeloid leukemia (AML) patients by the end of Q1 2023[116]. - Initial results from a Phase 1 clinical trial of JSP191 showed that 0.6 mg/kg conditioning was well-tolerated, with all 24 patients achieving successful primary engraftment[121]. - The FDA granted rare pediatric disease designation and orphan drug designation to JSP191 for conditioning treatment prior to hematopoietic stem cell transplantation[120]. - The company plans to evaluate JSP191 as a therapeutic for lower-risk myelodysplastic syndrome (MDS) patients who are refractory to erythropoiesis-stimulating agents[123]. - The company has entered into a clinical collaboration with Stanford University to study JSP191 in patients with Fanconi anemia, with initial results showing 100% donor chimerism[122]. - The company intends to expand its pipeline to include other novel stem cell therapies based on immune modulation, graft engineering, and cell or gene therapies[116]. Operating Expenses - Research and development expenses increased by $1.8 million, from $7.2 million in Q3 2021 to $9.0 million in Q3 2022, representing a 26% increase[149]. - General and administrative expenses rose by $0.8 million, from $2.9 million in Q3 2021 to $3.7 million in Q3 2022, a 27% increase[152]. - Total operating expenses for Q3 2022 were $12.7 million, up from $10.1 million in Q3 2021, marking a 26% increase[147]. - Total operating expenses increased by $12.7 million, from $24.8 million for the nine months ended September 30, 2021, to $37.4 million for the same period in 2022, representing a 51% increase[156]. - Research and development expenses rose by $8.6 million, from $16.8 million for the nine months ended September 30, 2021, to $25.3 million for the same period in 2022, a 51% increase[158]. - General and administrative expenses increased by $4.1 million, from $8.0 million for the nine months ended September 30, 2021, to $12.1 million for the same period in 2022, a 52% increase[161]. Other Financial Information - Other income, net increased by $9.8 million, from $3.2 million for the nine months ended September 30, 2021, to $13.0 million for the same period in 2022, a 309% increase[162]. - The change in fair value of earnout liability decreased by 93%, from $6.2 million in Q3 2021 to $0.4 million in Q3 2022[147]. - The company has contractual obligations of $1.1 million within the next 12 months and $3.4 million for the remainder of the lease term under the amended lease agreement[183]. - The company does not currently have a marketing or sales organization, which will lead to significant commercialization expenses if regulatory approval is obtained[135]. - The ongoing COVID-19 pandemic may disrupt clinical trials and supply chains, impacting the company's financial performance and operations[138]. Market and Economic Conditions - Historical fluctuations in interest rates have not been significant, and a hypothetical 10% change would not materially affect the financial statements[189]. - Foreign currency transaction gains and losses have not been material, and the company does not have a formal hedging program[190]. - Inflation has not had a material effect on the interim condensed consolidated financial statements[191].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-39138 JASPER THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) | Delaware | 84-2984849 | | --- | --- | | ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-39138 JASPER THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) | Delaware | 84-2984849 | | --- | --- | | ...

Financial Performance - The company reported net losses of $30.6 million and $31.7 million for the years ended December 31, 2021 and 2020, respectively, with an accumulated deficit of $67.5 million as of December 31, 2021[475]. - The company has not generated any revenue from product sales and expects to incur significant losses as it continues to seek regulatory approvals for its product candidates[474]. - The company reported a net loss of $30.6 million for 2021, a slight improvement from a net loss of $31.7 million in 2020, reflecting a 3% decrease[509]. - Total operating expenses for 2021 were $36.8 million, up from $20.7 million in 2020, marking a 78% increase[509]. - The company incurred net cash used in operating activities of $33.7 million for the year ended December 31, 2021, compared to $18.3 million for 2020[531][532]. - The company had net operating loss carryforwards of approximately $53.1 million for federal income tax purposes and $45.4 million for state income tax purposes as of December 31, 2021[558]. Cash Position and Financing - Cash and cash equivalents were $84.7 million as of December 31, 2021, which may not be sufficient to fund operations in the foreseeable future, indicating substantial doubt about the company's ability to continue as a going concern[476]. - As of December 31, 2021, the company had $84.7 million in cash and cash equivalents, following net cash proceeds of $95.3 million from the Business Combination[519]. - The company raised $101.0 million in financing activities for the year ended December 31, 2021, primarily from the Business Combination and PIPE Financing, compared to $11.3 million in 2020[536][537]. - The company expects to finance future cash needs through public or private equity or debt financings, collaborations, or a combination of these approaches[522]. - The company anticipates that its ability to raise additional funds may be adversely impacted by negative global economic conditions and disruptions in credit and financial markets[522]. Research and Development - The lead product candidate, JSP191, is in clinical development for severe combined immunodeficiency (SCID) and has shown promising preliminary results, with six out of nine patients achieving donor engraftment[464]. - JSP191 has received rare pediatric disease designation and orphan drug designation from the FDA for its use as a conditioning treatment prior to hematopoietic stem cell transplantation[465]. - The company is also evaluating JSP191 in patients with myelodysplastic syndrome (MDS) and acute myeloid leukemia (AML), with initial results showing successful engraftment in all patients[466]. - The company plans to expand its pipeline to include other novel stem cell therapies based on immune modulation and gene therapies, aiming to improve the efficacy and safety of treatments[461]. - The eHSC platform is designed to enhance stem cell engraftment and survival, with initial preclinical experiments indicating potential advantages over existing therapies[470]. - The company has entered into collaborations with Stanford University and the National Institutes of Health to study JSP191 in various conditions, including Fanconi anemia and sickle cell disease[467]. - The company experienced slower patient enrollment in clinical trials due to the COVID-19 pandemic, impacting its clinical development timelines[482]. - The company anticipates significant future research and development expenses as it advances product candidates and expands its pipeline[504]. Expenses and Costs - Research and development expenses increased by $9.5 million, from $15.9 million in 2020 to $25.4 million in 2021, representing a 60% increase[511]. - External costs for CRO, CMO, and other third-party preclinical studies and clinical trials rose by $6.5 million, from $8.8 million in 2020 to $15.3 million in 2021, a 74% increase[511]. - General and administrative expenses increased by $6.6 million, from $4.8 million in 2020 to $11.4 million in 2021, a 138% increase[513]. - The company expects significant commercialization expenses if regulatory approval is obtained for product candidates, including costs related to sales, marketing, manufacturing, and distribution[480]. - The company expects general and administrative expenses to continue rising due to increased personnel and compliance costs associated with being a public company[507]. Stock and Equity - The PIPE Financing raised $100 million through the issuance of 10,000,000 shares of Class A Common Stock at $10.00 per share[484]. - The company has authorized 490,000,000 shares of voting common stock, with 36,559,092 shares issued and outstanding as of December 31, 2021[489]. - Stock-based compensation expense recorded was $1.0 million for the year ended December 31, 2021, compared to $1.2 million for 2020[553]. - As of December 31, 2021, total unrecognized stock-based compensation expense was $1.5 million, expected to be recognized over a remaining weighted-average period of 2.6 years[553]. Agreements and Obligations - The company has a license agreement with Amgen for JSP191, which includes an option to negotiate a definitive license with Stanford for related intellectual property[491][492]. - Under the Stanford License Agreement, the company is obligated to pay up to $9.0 million in milestone payments and low single-digit royalties on net sales of licensed products[496]. - The company has entered into various collaboration and clinical trial agreements, including with Stanford University and the National Cancer Institute, to study JSP191 for different indications[498][500]. - The company has lease commitments of $0.7 million for the next 12 months and $2.7 million for the remainder of the lease term, with an additional commitment of $1.8 million for newly leased space[525]. - The company entered into a sponsored research agreement with Stanford, committing to pay a total of $0.9 million over approximately three years upon achieving clinical milestones[526]. - The company has a contingent earnout liability estimated at $5.7 million as of December 31, 2021, down from an estimated fair value of $15.0 million at the closing of the Business Combination[544]. - The company has contractual obligations with CROs and CMOs for clinical trials and manufacturing, with no non-cancellable obligations as of December 31, 2021[523][524]. Market and Economic Conditions - The company will remain an emerging growth company until certain revenue or market value thresholds are met[562]. - Foreign currency transaction gains and losses have not been material to the consolidated financial statements[564]. - The fair value of common stock is estimated based on the closing quoted market price on the Nasdaq Capital Market[555]. - The company intends to maintain its portfolio of cash equivalents in institutional market funds composed of U.S. Treasury securities to minimize interest rate risk[563].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-39138 JASPER THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 84-2984849 (State or other j ...

Financial Performance - For the three months ended June 30, 2021, the company reported a net loss of $3,569,534, which includes general and administrative expenses of $562,032 and a change in fair value of the warrant liability of $3,010,000[139] - For the six months ended June 30, 2021, the company had a net income of $1,928,537, primarily due to a change in fair value of the warrant liability of $2,700,000 and interest income of $4,971[140] - Cash used in operating activities for the six months ended June 30, 2021, was $678,626, reflecting adjustments for noncash income from the change in fair value of warrant liability[145] Cash and Securities - As of June 30, 2021, the company had cash and marketable securities in the Trust Account totaling $100,126,108, with interest income used to pay taxes[147] - As of June 30, 2021, the company had cash of $309,730 held outside the Trust Account, intended for identifying and evaluating target businesses[148] Initial Public Offering (IPO) - The company completed its Initial Public Offering on November 22, 2019, raising gross proceeds of $100,000,000 from the sale of 10,000,000 Units at $10.00 per Unit[143] - The company incurred $5,944,772 in transaction costs related to the Initial Public Offering, including $2,000,000 in underwriting fees[144] - The company issued common stock warrants in connection with its Initial Public Offering and private placement, recognized as derivative liabilities at fair value[161] Business Combination - The company entered into a business combination agreement with Jasper Therapeutics, Inc., which includes a PIPE Financing of 10,000,000 shares at $10.00 per share, totaling $100.0 million[136] - The company has until November 22, 2021, to complete a Business Combination, with potential liquidation if not achieved[151] Financial Instruments and Risks - The fair value of warrants from the Initial Public Offering was estimated using Monte Carlo simulations and public trading prices, while private placement warrants were estimated using a Modified Black Scholes Option Pricing Model[161] - The company adopted ASU 2020-06 effective January 1, 2021, which simplifies accounting for certain financial instruments, but it did not impact the condensed consolidated financial statements[162] - As of June 30, 2021, the company was not subject to any market or interest rate risk, with net proceeds from the Initial Public Offering invested in U.S. government treasury bills and money market funds[164] - The company believes there will be no material exposure to interest rate risk due to the short-term nature of its investments[164] Off-Balance Sheet Financing - The company has no off-balance sheet financing arrangements as of June 30, 2021, and does not participate in transactions that create relationships with unconsolidated entities[152]

[PART I - FINANCIAL INFORMATION](index=4&type=section&id=Part%20I.%20Financial%20Information) [ITEM 1. FINANCIAL STATEMENTS](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed financial statements, including the balance sheets, statements of operations, changes in stockholders' equity, and cash flows, along with detailed notes explaining the company's organization, significant accounting policies, and specific financial instrument treatments [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) | Metric | March 31, 2021 | December 31, 2020 | | :-------------------------------- | :------------- | :---------------- | | Cash | $590,605 | $770,114 | | Marketable securities in Trust Account | $100,203,611 | $100,339,379 | | Total Assets | $100,960,410 | $101,261,021 | | Warrant liability | $7,420,000 | $13,130,000 | | Total Liabilities | $11,100,769 | $16,899,451 | | Class A common stock subject to redemption | $84,859,640 | $79,361,560 | | Total Stockholders' Equity | $5,000,001 | $5,000,010 | [Condensed Statements of Operations (unaudited)](index=5&type=section&id=Condensed%20Statements%20of%20Operations%20%28unaudited%29) | Metric | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :------------------------------------------ | :-------------------------------- | :-------------------------------- | | General and administrative expenses | $214,402 | $228,666 | | Loss from operations | ($214,402) | ($228,666) | | Change in fair value of warrant liabilities | $5,710,000 | $1,390,000 | | Interest earned on marketable securities | $2,473 | $325,348 | | Net income | $5,498,071 | $1,428,859 | | Basic and diluted income per share, Class A | $0.00 | $0.02 | | Basic and diluted net income per share, Class B | $2.20 | $0.48 | [Condensed Statements of Changes in Stockholders' Equity (unaudited)](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Stockholders%27%20Equity%20%28unaudited%29) Stockholders' Equity Changes (March 31, 2021) | Item | January 1, 2021 Balance | Change in Class A common stock subject to redemption | Net Income | March 31, 2021 Balance | | :----------------------------------- | :---------------------- | :------------------------------------------- | :--------- | :--------------------- | | Class A Common Stock (Shares) | 2,063,844 | (549,808) | — | 1,514,036 | | Class A Common Stock (Amount) | $206 | ($56) | — | $150 | | Additional Paid-in Capital | $12,076,635 | ($5,498,024) | — | $6,578,611 | | Accumulated Deficit | ($7,077,081) | — | $5,498,071 | ($1,579,010) | | Total Stockholders' Equity | $5,000,010 | ($5,498,080) | $5,498,071 | $5,000,001 | Stockholders' Equity Changes (March 31, 2020) | Item | January 1, 2020 Balance | Change in Class A common stock subject to redemption | Forfeiture of Class B common stock | Net Income | March 31, 2020 Balance | | :----------------------------------- | :---------------------- | :------------------------------------------- | :--------------------------------- | :--------- | :--------------------- | | Class A Common Stock (Shares) | 1,415,773 | (142,885) | — | — | 1,272,888 | | Class A Common Stock (Amount) | $142 | ($15) | — | — | $127 | | Class B Common Stock (Shares) | 2,875,000 | — | (375,000) | — | 2,500,000 | | Class B Common Stock (Amount) | $288 | — | ($38) | — | $250 | | Additional Paid-in Capital | $5,595,951 | ($1,428,835) | $38 | — | $4,167,154 | | Accumulated Deficit | ($596,380) | — | — | $1,428,859 | $832,479 | | Total Stockholders' Equity | $5,000,001 | ($1,428,850) | — | $1,428,859 | $5,000,010 | [Condensed Statements of Cash Flows (unaudited)](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows%20%28unaudited%29) | Metric | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :-------------------------------------- | :-------------------------------- | :-------------------------------- | | Net income | $5,498,071 | $1,428,859 | | Net cash used in operating activities | ($317,750) | ($232,870) | | Net cash provided by investing activities | $138,241 | $77,310 | | Net Change in Cash | ($179,509) | ($155,560) | | Cash – End of period | $590,605 | $1,057,195 | [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) [NOTE 1. Description of Organization and Business Operations](index=8&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS) Amplitude Healthcare Acquisition Corporation, a blank check company formed in August 2019, completed its IPO in November 2019, raising $100 million for a business combination, primarily in healthcare. The company has until November 22, 2021, to complete an acquisition or will face liquidation - Company incorporated on **August 13, 2019**, as a blank check company targeting the healthcare industry for a business combination[22](index=22&type=chunk)[23](index=23&type=chunk) - Initial Public Offering (IPO) consummated on **November 22, 2019**, generating gross proceeds of **$100,000,000** from **10,000,000** units[25](index=25&type=chunk) - Simultaneously, **4,000,000** Private Placement Warrants were sold to the Sponsor for **$4,000,000**[26](index=26&type=chunk) - **$100,000,000** from IPO proceeds and Private Placement Warrants was placed in a Trust Account[28](index=28&type=chunk) - The company has until **November 22, 2021**, to complete a Business Combination, after which it will liquidate and redeem public shares[35](index=35&type=chunk)[39](index=39&type=chunk) [NOTE 2. Summary of Significant Accounting Policies](index=11&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note details the company's accounting policies, including GAAP basis for interim reporting, its status as an emerging growth company, the use of estimates, and specific treatments for warrant liabilities and redeemable common stock. The company adopted ASU 2020-06 without material impact - Financial statements prepared in accordance with **GAAP** for interim financial information and SEC regulations (Form 10-Q, Article 8 of Regulation S-X)[40](index=40&type=chunk) - Company is an "emerging growth company" and has elected not to opt out of the extended transition period for new accounting standards, which may affect comparability[42](index=42&type=chunk)[44](index=44&type=chunk) - Warrants are accounted for as liability-classified instruments and re-valued at each balance sheet date, with changes recognized as non-cash gain or loss in operations[49](index=49&type=chunk)[50](index=50&type=chunk) - Class A common stock subject to possible redemption is classified as temporary equity due to redemption rights outside the company's control[51](index=51&type=chunk)[52](index=52&type=chunk) - The company adopted **ASU 2020-06** effective **January 1, 2021**, which did not have a material impact on its financial statements[71](index=71&type=chunk) [NOTE 3. Initial Public Offering](index=18&type=section&id=NOTE%203.%20INITIAL%20PUBLIC%20OFFERING) The Initial Public Offering involved the sale of 10,000,000 units at $10.00 each, with each unit comprising one share of Class A common stock and one-half of one redeemable warrant - **10,000,000** Units sold at **$10.00** per Unit in the IPO[73](index=73&type=chunk) - Each Unit includes one Class A common stock and one-half of one redeemable warrant[73](index=73&type=chunk) [NOTE 4. Private Placement](index=18&type=section&id=NOTE%204.%20PRIVATE%20PLACEMENT) The Sponsor purchased 4,000,000 Private Placement Warrants for $4.0 million, with these proceeds contributing to the Trust Account. These warrants will expire worthless if a business combination is not completed within the specified period - Sponsor purchased **4,000,000** Private Placement Warrants for **$4,000,000**[74](index=74&type=chunk) - Proceeds from Private Placement Warrants were added to the Trust Account[74](index=74&type=chunk) - Private Placement Warrants will expire worthless if a Business Combination is not completed within the Combination Period[74](index=74&type=chunk) [NOTE 5. Related Party Transactions](index=18&type=section&id=NOTE%205.%20RELATED%20PARTY%20TRANSACTIONS) This note details related party transactions, including the Sponsor's Founder Shares, potential Working Capital Loans, a consulting agreement with a director's relative, and an office space arrangement with an entity owned by the CEO - Sponsor purchased **2,875,000** Founder Shares for **$25,000** in **August 2019**, which converted to **2,500,000** shares after forfeiture[75](index=75&type=chunk)[76](index=76&type=chunk) - Sponsor, affiliates, officers, and directors may provide Working Capital Loans, convertible into warrants, to finance transaction costs. No loans outstanding as of **March 31, 2021**[78](index=78&type=chunk) - Consulting agreement with a relative of a board member for due diligence services; **$0** incurred in **Q1 2021**, **$7,050** in **Q1 2020**[80](index=80&type=chunk) - Pays **$3,697** monthly for office space to an entity **45%** owned by the CEO; **$11,091** incurred in **Q1 2021** and **Q1 2020**[81](index=81&type=chunk) [NOTE 6. Commitments and Contingencies](index=19&type=section&id=NOTE%206.%20COMMITMENTS%20AND%20CONTINGENCIES) The company's commitments include a deferred underwriting fee of $3.5 million payable upon completing a business combination. Contingencies include evaluating the impact of the COVID-19 pandemic and registration rights for certain securities - Management is evaluating the impact of **COVID-19**, which could negatively affect financial position and search for a target company[82](index=82&type=chunk) - Holders of Founder Shares, Private Placement Warrants, and Working Capital Loan warrants have registration rights[83](index=83&type=chunk) - A deferred underwriting fee of **$3,500,000** is payable upon completion of a Business Combination[84](index=84&type=chunk) [NOTE 7. Stockholders' Equity](index=20&type=section&id=NOTE%207.%20STOCKHOLDERS%27%20EQUITY) This note outlines the company's authorized and outstanding shares of preferred, Class A, and Class B common stock. It details voting rights and the conversion terms for Class B shares upon a business combination - Authorized **1,000,000** shares of preferred stock, none issued or outstanding[86](index=86&type=chunk) - Authorized **100,000,000** shares of Class A common stock; **1,514,036** shares outstanding (excluding redeemable shares) as of **March 31, 2021**[87](index=87&type=chunk) - Authorized **10,000,000** shares of Class B common stock; **2,500,000** shares outstanding as of **March 31, 2021**[88](index=88&type=chunk) - Class B common stock holders elect directors and convert to Class A common stock upon Business Combination, subject to adjustment to maintain **20%** ownership[89](index=89&type=chunk)[90](index=90&type=chunk) [NOTE 8. Warrant Liability](index=20&type=section&id=NOTE%208.%20WARRANT%20LIABILITY) This note details the terms of Public and Private Placement Warrants, including their exercisability, redemption conditions (e.g., $18.00 stock price trigger for Public Warrants), and the fact that warrants will expire worthless if a business combination is not completed - Public Warrants become exercisable **30 days** after Business Combination or **12 months** from IPO closing, expiring **five years** after Business Combination[91](index=91&type=chunk) - Company may redeem Public Warrants if Class A common stock price equals or exceeds **$18.00** for any **20 trading days** within a **30-trading day period**[95](index=95&type=chunk)[99](index=99&type=chunk) - Private Placement Warrants are identical to Public Warrants but are non-transferable, exercisable on a cashless basis, and non-redeemable as long as held by initial purchasers or permitted transferees[98](index=98&type=chunk) - Warrants will expire worthless if a Business Combination is not completed within the Combination Period[96](index=96&type=chunk) [NOTE 9. Fair Value Measurements](index=23&type=section&id=NOTE%209.%20FAIR%20VALUE%20MEASUREMENTS) This note explains the fair value hierarchy (Level 1, 2, 3) used for financial instruments and presents the fair value of marketable securities held in the Trust Account and warrant liabilities. Public Warrants are valued using public trading prices, while Private Placement Warrants use a Black-Scholes model - Fair value hierarchy (**Level 1, 2, 3**) used to classify assets and liabilities based on observability of inputs[102](index=102&type=chunk)[106](index=106&type=chunk) | Description | Level | March 31, 2021 | December 31, 2020 | | :---------------------------------------------------------------- | :---- | :------------- | :---------------- | | Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund | 1 | $100,203,611 | $100,339,379 | | Warrant liability – Public Warrants | 1 | $4,100,000 | $7,250,000 | | Warrant liability – Private Placement Warrants | 3 | $3,320,000 | $5,880,000 | - Public Warrants valued using Monte Carlo Simulation initially, then public trading prices. Private Placement Warrants valued using Black-Scholes model[106](index=106&type=chunk) [NOTE 10. Subsequent Events](index=25&type=section&id=NOTE%2010.%20SUBSEQUENT%20EVENTS) The company disclosed a significant subsequent event: entering into a business combination agreement with Jasper Therapeutics, Inc. on May 5, 2021, which includes a $100.0 million PIPE financing, contingent upon customary closing conditions and stockholder approvals - On **May 5, 2021**, the Company entered into a Business Combination Agreement with Jasper Therapeutics, Inc[110](index=110&type=chunk) - Concurrently, a PIPE Financing was arranged for **10,000,000** shares of common stock at **$10.00** per share, generating **$100.0 million** gross proceeds[110](index=110&type=chunk) - Consummation of the Proposed Business Combination and PIPE Financing is contingent on customary closing conditions, including stockholder approvals[110](index=110&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=26&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and operational results, highlighting its status as a blank check company, the recently announced business combination, and the factors influencing its liquidity and going concern status [Special Note Regarding Forward-Looking Statements](index=26&type=section&id=Special%20Note%20Regarding%20Forward-Looking%20Statements) - The report includes forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially[113](index=113&type=chunk) - Important factors causing differences are detailed in the Risk Factors section of the Annual Report on Form 10-K/A[113](index=113&type=chunk) [Overview](index=26&type=section&id=Overview) The company, a blank check entity formed in August 2019, aims to complete a business combination. A significant development is the May 5, 2021, agreement to merge with Jasper Therapeutics, Inc., supported by a $100.0 million PIPE financing - Company is a blank check company formed on **August 13, 2019**, to effect a Business Combination[114](index=114&type=chunk) - On **May 5, 2021**, the company entered into a Business Combination Agreement with Jasper Therapeutics, Inc., which includes a PIPE Financing of **$100.0 million**[115](index=115&type=chunk) [Results of Operations](index=26&type=section&id=Results%20of%20Operations) The company has not generated operating revenues, focusing on its IPO and target identification. Net income for Q1 2021 significantly increased to $5,498,071, primarily driven by a favorable change in the fair value of warrant liabilities, despite lower interest income from the Trust Account - No operating revenues generated to date; activities focused on IPO and identifying a target company[117](index=117&type=chunk) Net Income Comparison | Metric | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :------------------------------------------ | :-------------------------------- | :-------------------------------- | | Net income | $5,498,071 | $1,428,859 | | Change in fair value of warrant liabilities | $5,710,000 | $1,390,000 | | Interest income on marketable securities | $2,473 | $325,348 | | Operating costs | $214,402 | $228,666 | [Liquidity and Capital Resources](index=28&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity is primarily derived from the $100 million IPO proceeds and $4 million from private placement warrants, held in a Trust Account. Funds are designated for a business combination and working capital, with potential for Sponsor-provided Working Capital Loans if needed - IPO generated **$100,000,000**, and Private Placement Warrants generated **$4,000,000**, with **$100,000,000** placed in the Trust Account[120](index=120&type=chunk)[121](index=121&type=chunk) - As of **March 31, 2021**, cash outside Trust Account was **$590,605**, and marketable securities in Trust Account were **$100,203,611**[123](index=123&type=chunk)[124](index=124&type=chunk) - Funds in Trust Account are primarily for Business Combination; funds outside Trust Account for identifying and evaluating target businesses[123](index=123&type=chunk)[124](index=124&type=chunk) - Sponsor or affiliates may provide Working Capital Loans, convertible into warrants, if needed[125](index=125&type=chunk) [Going Concern](index=28&type=section&id=Going%20Concern) Management has identified substantial doubt about the company's ability to continue as a going concern if a business combination is not completed by November 22, 2021, which would trigger a mandatory liquidation and dissolution - Substantial doubt about going concern due to mandatory liquidation if Business Combination is not completed by **November 22, 2021**[127](index=127&type=chunk) [Off-Balance Sheet Financing Arrangements](index=28&type=section&id=Off-Balance%20Sheet%20Financing%20Arrangements) As of March 31, 2021, the company has no off-balance sheet arrangements, such as variable interest entities, guaranteed debts, or commitments of other entities - No off-balance sheet arrangements, special purpose entities, guaranteed debt, or commitments of other entities as of **March 31, 2021**[128](index=128&type=chunk)[129](index=129&type=chunk) [Contractual Obligations](index=30&type=section&id=Contractual%20Obligations) The company has no long-term debt or lease obligations. Its primary contractual obligation is a $3.5 million deferred underwriting fee, payable only upon completing a business combination. Additionally, it has ongoing related party arrangements for consulting and office space - No long-term debt, capital lease, or operating lease obligations[130](index=130&type=chunk) - Deferred underwriting fee of **$3,500,000** payable upon completion of a Business Combination[130](index=130&type=chunk) - Consulting agreement with a director's relative (**$600/hour**) and monthly office space payment (**$3,697**) to an entity owned by the CEO[131](index=131&type=chunk)[132](index=132&type=chunk) [Critical Accounting Policies](index=30&type=section&id=Critical%20Accounting%20Policies) Key accounting policies include classifying Class A common stock subject to redemption as temporary equity, applying the two-class method for earnings per share, and recognizing warrant instruments as derivative liabilities at fair value, with re-measurement at each reporting period - Class A common stock subject to possible redemption is classified as temporary equity[134](index=134&type=chunk) - Applies the two-class method for earnings per share calculation[135](index=135&type=chunk) - Warrants are recognized as derivative liabilities at fair value and re-measured each reporting period, with changes in fair value recognized in the statement of operations[136](index=136&type=chunk)[137](index=137&type=chunk) - Management does not believe recently issued, but not yet effective, accounting standards will materially affect financial statements[138](index=138&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=32&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As of March 31, 2021, the company is not exposed to material market or interest rate risk because its Trust Account funds are invested in short-term U.S. government securities or money market funds - Not subject to material market or interest rate risk as of **March 31, 2021**[140](index=140&type=chunk) - Trust Account funds are invested in short-term U.S. government securities or money market funds, limiting interest rate exposure[140](index=140&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=32&type=section&id=Item%204.%20Controls%20and%20Procedures) The CEO and CFO concluded that disclosure controls and procedures were ineffective as of March 31, 2021, due to a material weakness in internal control over financial reporting. Remediation efforts are underway, including enhanced review processes and consideration of additional accounting staff - Disclosure controls and procedures were not effective as of **March 31, 2021**, due to a material weakness in internal control over financial reporting[142](index=142&type=chunk) - Management performed additional analysis to ensure financial statements were prepared in accordance with GAAP[142](index=142&type=chunk) - Remediation steps include expanding and improving the review process for complex securities and accounting standards, enhancing access to accounting literature, and considering additional staff[143](index=143&type=chunk) [PART II - OTHER INFORMATION](index=33&type=section&id=Part%20II.%20Other%20Information) [ITEM 1. LEGAL PROCEEDINGS](index=33&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings - No legal proceedings to report[145](index=145&type=chunk) [ITEM 1A. RISK FACTORS](index=33&type=section&id=Item%201A.%20Risk%20Factors) The company refers to the risk factors detailed in its Annual Report on Form 10-K/A for the year ended December 31, 2020, and confirms no material changes to these factors as of the current report date - No material changes to risk factors disclosed in Amendment No. 1 to the Annual Report on Form 10-K/A for the year ended **December 31, 2020**[146](index=146&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=33&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities or use of proceeds - None[147](index=147&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES](index=33&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - None[147](index=147&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=33&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[148](index=148&type=chunk) [ITEM 5. OTHER INFORMATION](index=33&type=section&id=Item%205.%20Other%20Information) The company reported no other information - None[149](index=149&type=chunk) [ITEM 6. EXHIBITS](index=34&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with or incorporated by reference into the Quarterly Report, including the Business Combination Agreement with Jasper Therapeutics, Inc., related subscription agreements, and various certifications - Includes Business Combination Agreement with Jasper Therapeutics, Inc., Form of Subscription Agreement, Sponsor Support Agreement, and other certifications[152](index=152&type=chunk) [SIGNATURES](index=35&type=section&id=Signatures) [Signatures](index=35&type=section&id=Signatures) The report was duly signed on May 24, 2021, by Bala Venkataraman, Chief Executive Officer, and Kenneth Clifford, Chief Financial Officer, on behalf of Amplitude Healthcare Acquisition Corporation - Report signed by Bala Venkataraman (CEO) and Kenneth Clifford (CFO) on **May 24, 2021**[158](index=158&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to | Delaware | 84-2984849 | | --- | --- | | (State or other jurisdiction of | (I.R.S. Employer | | incorporation or organization) | Identification Number) | | 1177 Avenue of th ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______ Commission File Number: 001-39138 AMPLITUDE HEALTHCARE ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) D ...