PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS 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 | 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) | 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) 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) | 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 NOTE 1. Description of Organization and Business Operations 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 combination2223 - Initial Public Offering (IPO) consummated on November 22, 2019, generating gross proceeds of $100,000,000 from 10,000,000 units25 - Simultaneously, 4,000,000 Private Placement Warrants were sold to the Sponsor for $4,000,00026 - $100,000,000 from IPO proceeds and Private Placement Warrants was placed in a Trust Account28 - The company has until November 22, 2021, to complete a Business Combination, after which it will liquidate and redeem public shares3539 NOTE 2. Summary of Significant Accounting Policies 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 - 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 comparability4244 - 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 operations4950 - Class A common stock subject to possible redemption is classified as temporary equity due to redemption rights outside the company's control5152 - The company adopted ASU 2020-06 effective January 1, 2021, which did not have a material impact on its financial statements71 NOTE 3. Initial Public Offering 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 IPO73 - Each Unit includes one Class A common stock and one-half of one redeemable warrant73 NOTE 4. Private Placement 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 $4,000,00074 - Proceeds from Private Placement Warrants were added to the Trust Account74 - Private Placement Warrants will expire worthless if a Business Combination is not completed within the Combination Period74 NOTE 5. Related Party Transactions 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 forfeiture7576 - Sponsor, affiliates, officers, and directors may provide Working Capital Loans, convertible into warrants, to finance transaction costs. No loans outstanding as of March 31, 202178 - Consulting agreement with a relative of a board member for due diligence services; $0 incurred in Q1 2021, $7,050 in Q1 202080 - Pays $3,697 monthly for office space to an entity 45% owned by the CEO; $11,091 incurred in Q1 2021 and Q1 202081 NOTE 6. Commitments and Contingencies 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 company82 - Holders of Founder Shares, Private Placement Warrants, and Working Capital Loan warrants have registration rights83 - A deferred underwriting fee of $3,500,000 is payable upon completion of a Business Combination84 NOTE 7. Stockholders' Equity 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 outstanding86 - Authorized 100,000,000 shares of Class A common stock; 1,514,036 shares outstanding (excluding redeemable shares) as of March 31, 202187 - Authorized 10,000,000 shares of Class B common stock; 2,500,000 shares outstanding as of March 31, 202188 - Class B common stock holders elect directors and convert to Class A common stock upon Business Combination, subject to adjustment to maintain 20% ownership8990 NOTE 8. Warrant Liability 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 Combination91 - 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 period9599 - 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 transferees98 - Warrants will expire worthless if a Business Combination is not completed within the Combination Period96 NOTE 9. Fair Value Measurements 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 inputs102106 | 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 model106 NOTE 10. Subsequent Events 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, Inc110 - Concurrently, a PIPE Financing was arranged for 10,000,000 shares of common stock at $10.00 per share, generating $100.0 million gross proceeds110 - Consummation of the Proposed Business Combination and PIPE Financing is contingent on customary closing conditions, including stockholder approvals110 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 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 - The report includes forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially113 - Important factors causing differences are detailed in the Risk Factors section of the Annual Report on Form 10-K/A113 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 Combination114 - On May 5, 2021, the company entered into a Business Combination Agreement with Jasper Therapeutics, Inc., which includes a PIPE Financing of $100.0 million115 Results of Operations 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 company117 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 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 Account120121 - As of March 31, 2021, cash outside Trust Account was $590,605, and marketable securities in Trust Account were $100,203,611123124 - Funds in Trust Account are primarily for Business Combination; funds outside Trust Account for identifying and evaluating target businesses123124 - Sponsor or affiliates may provide Working Capital Loans, convertible into warrants, if needed125 Going Concern 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, 2021127 Off-Balance Sheet Financing Arrangements 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, 2021128129 Contractual Obligations 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 obligations130 - Deferred underwriting fee of $3,500,000 payable upon completion of a Business Combination130 - Consulting agreement with a director's relative ($600/hour) and monthly office space payment ($3,697) to an entity owned by the CEO131132 Critical Accounting Policies 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 equity134 - Applies the two-class method for earnings per share calculation135 - 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 operations136137 - Management does not believe recently issued, but not yet effective, accounting standards will materially affect financial statements138 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 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, 2021140 - Trust Account funds are invested in short-term U.S. government securities or money market funds, limiting interest rate exposure140 ITEM 4. CONTROLS AND PROCEDURES 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 reporting142 - Management performed additional analysis to ensure financial statements were prepared in accordance with GAAP142 - Remediation steps include expanding and improving the review process for complex securities and accounting standards, enhancing access to accounting literature, and considering additional staff143 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The company reported no legal proceedings - No legal proceedings to report145 ITEM 1A. RISK FACTORS 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, 2020146 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS The company reported no unregistered sales of equity securities or use of proceeds - None147 ITEM 3. DEFAULTS UPON SENIOR SECURITIES The company reported no defaults upon senior securities - None147 ITEM 4. MINE SAFETY DISCLOSURES This item is not applicable to the company - Not applicable148 ITEM 5. OTHER INFORMATION The company reported no other information - None149 ITEM 6. EXHIBITS 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 certifications152 SIGNATURES 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, 2021158
Jasper Therapeutics(JSPR) - 2021 Q1 - Quarterly Report