Amended Quarterly Report (10-q/a)
23 Julho 2021 - 7:04AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q/A
(Amendment
No. 2)
(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, 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
AMPLITUDE
HEALTHCARE ACQUISITION CORPORATION
|
(Exact
name of registrant as specified in its charter)
|
Delaware
|
|
84-2984849
|
(State
or other jurisdiction of
incorporation
or organization)
|
|
(I.R.S.
Employer
Identification
No.)
|
1177
Avenue of the Americas, Fl 40
New York, New York
|
|
10036
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
(212)
823-1900
|
(Registrant’s
telephone number, including area code)
|
N/A
|
(Former
name, former address and former fiscal year, if changed since last report)
|
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
|
Trading
Symbol(s)
|
|
Name
of each exchange on which registered
|
Units,
each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant
|
|
AMHCU
|
|
The
Nasdaq Stock Market LLC
|
Class
A Common Stock, par value $0.0001 per share
|
|
AMHC
|
|
The
Nasdaq Stock Market LLC
|
Warrants,
each whole warrant exercisable for one share of Class A Common Stock for $11.50 per share
|
|
AMHCW
|
|
The
Nasdaq Stock Market LLC
|
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer
|
☐
|
Accelerated
filer
|
☐
|
Non-accelerated
filer
|
☒
|
Smaller
reporting company
|
☒
|
|
Emerging
growth company
|
☒
|
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
As
of May 24, 2021, there were 10,000,000 shares of Class A common stock and 2,500,000 shares of Class B common stock of the registrant
issued and outstanding.
EXPLANATORY
NOTE
References
throughout this Amendment No. 2 to the Quarterly Report on Form 10-Q to “we,” “us,” “company” or
“our company” are to Amplitude Healthcare Acquisition Corporation, unless the context otherwise indicates.
Amplitude
Healthcare Acquisition Corporation (the “Company”) is filing this Amendment No. 2 on Form 10-Q/A (this “Amendment No.
2”) to its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021, which was originally filed with the Securities
and Exchange Commission (the “SEC”) on May 24, 2021, as amended by Amendment No. 1 on Form 10-Q/A, as filed with the SEC
on July 16, 2021 (the “Original Filing”).
We
are filing this Amendment No. 2 to amend and restate in its entirety Exhibit 31.1 and Exhibit 31.2 in response to a comment letter received
from the SEC on July 22, 2021 in connection with its review of the Original Filing.
This
Amendment No. 2 does not include the entire Form 10-Q. This Amendment No. 2 does not reflect events occurring after the filing of the
Original Filing, and, except as described above, does not modify or update any other disclosures in the Original Filing.
No.
|
|
Description
of Exhibit
|
|
|
|
2.1
|
|
Business Combination Agreement, dated as of May 5, 2021, by and among Amplitude Healthcare Acquisition Corporation, Ample Merger Sub, Inc. and Jasper Therapeutics, Inc. (1)
|
|
|
|
10.1
|
|
Form of Subscription Agreement (1)
|
|
|
|
10.2
|
|
Sponsor Support Agreement, dated as of May 5, 2021, by and among Amplitude Healthcare Acquisition Corporation, Amplitude Healthcare Holdings LLC and Jasper Therapeutics, Inc. (1)
|
|
|
|
10.3
|
|
Form of Jasper Therapeutics, Inc. Stockholder Support Agreement (1)
|
|
|
|
10.4
|
|
Form of Amended and Restated Registration Rights Agreement (1)
|
|
|
|
31.1*
|
|
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
31.2*
|
|
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32.1**
|
|
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32.2**
|
|
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
101.INS**
|
|
XBRL
Instance Document
|
|
|
|
101.CAL**
|
|
XBRL
Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.SCH**
|
|
XBRL
Taxonomy Extension Schema Document
|
|
|
|
101.DEF**
|
|
XBRL
Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB**
|
|
XBRL
Taxonomy Extension Labels Linkbase Document
|
|
|
|
101.PRE**
|
|
XBRL
Taxonomy Extension Presentation Linkbase Document
|
(1)
|
Incorporated
by reference to the Company’s Form 8-K, filed with the Commission on May 6, 2021.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
|
Amplitude
Healthcare Acquisition Corporation
|
|
|
|
Date:
July 22, 2021
|
|
/s/
Bala Venkataraman
|
|
Name:
|
Bala
Venkataraman
|
|
Title:
|
Chief
Executive Officer
|
|
|
(Principal
Executive Officer)
|
|
|
|
Date:
July 22, 2021
|
|
/s/
Kenneth Clifford
|
|
Name:
|
Kenneth
Clifford
|
|
Title:
|
Chief
Financial Officer
|
|
|
(Principal
Financial and Accounting Officer)
|
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