AMPLITUDE HEALTHCARE ACQUISITION CORPORATIONJASPER THERAPEUTICS, INC.
1177 Avenue of the Americas, Floor 402200 Bridge Pkwy Suite #102
New York, New York 10036Redwood City, CA 94065

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To theBe Held at 10:00 a.m. Pacific Time on Thursday, June 23, 2022

Dear Stockholders of Amplitude Healthcare Acquisition Corporation:Jasper Therapeutics, Inc.:

You areWe cordially invitedinvite you to attend the 2020 annual meeting2022 Annual Meeting of stockholdersStockholders (the “Annual Meeting”) of Amplitude Healthcare Acquisition CorporationJasper Therapeutics, Inc., a Delaware corporation (the “Company” or “Jasper”) to, which will be held virtually on December 22, 2020Thursday, June 23, 2022 at 10:00 a.m. Pacific Time via live audio webcast on the Internet at https://www.cstproxy.com/JasperTherapeutics/2022, Eastern Time. The formal meeting notice and proxy statement for the Annual Meeting are attached.

The Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend the Annual Meeting online, vote and submit your questions during the Annual Meeting by visiting https://www.cstproxy.com/amplitudehealthcareacquisition/2020. We are pleased to utilize the virtual stockholder meeting technology to (i) provide ready access and cost savings for our stockholders and the Company, and (ii) to promote social distancing pursuant to guidance provided by the Center for Disease Control and the U.S. Securities and Exchange Commission due to the novel coronavirus. The virtual meeting format allows attendance from any locationfollowing purposes, as more fully described in the world.

Even if you are planning on attending the Annual Meeting online, please promptly submit youraccompanying proxy vote by telephone, or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented at the Annual Meeting. Instructions on voting your shares are on the proxy materials you received for the Annual Meeting. Even if you plan to attend the Annual Meeting online, it is strongly recommended you complete and return your proxy card before the Annual Meeting date, to ensure that your shares will be represented at the Annual Meeting if you are unable to attend.

The purpose of the Annual Meeting is to consider and vote upon the following proposals:statement:

1.      To elect two Class I directors to serve as Class I directors on the Company’s Board of Directors (the “Board”) until the 20232025 annual meeting of stockholders orand until their successors are duly elected and qualified;

2.      To ratify the selectionappointment of WithumSmith+Brown, PC by the audit committee to servePricewaterhouseCoopers LLP as the Company’sour independent registered public accounting firm for theour fiscal year ending December 31, 2020;2022; and

3.      SuchTo transact such other mattersbusiness as may properly come before the Annual Meeting or any adjournment(s)adjournments or postponement(s)postponements thereof.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “Due to continuing public health and travel concerns related to the COVIDFOR-19” THE ELECTION OF THE DIRECTOR NOMINEES AND “ pandemic, our board of directors has determined to hold a live audio webcast in lieu of an inFOR-person” THE RATIFICATION OF WITHUMSMITH+BROWN, PC TO SERVE AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. meeting in order to continue to support the health and well-being of our employees, stockholders, directors and community. You will be able to vote and submit your questions during the meeting at https://www.cstproxy.com/JasperTherapeutics/2022. In light of the current environment, we believe that holding a virtual meeting will enable greater stockholder attendance and help accommodate participants who may be unable or unwilling to travel to an in-person meeting as a result of the COVID-19 pandemic. As always, we encourage you to vote your shares prior to the Annual Meeting either by Internet or by proxy card to help make this meeting format as efficient as possible.

The BoardOur board of directors has ratified the decision to fixfixed the close of business on November 27, 2020April 26, 2022 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting or any postponement or adjournment thereof. Accordingly, only stockholders of record at the close of business on the Record Date are entitled to notice of, and shall be entitled to vote at, the Annual Meeting or any postponement or adjournment thereof.

Your vote is important. You are requested to carefully read the proxy statement and accompanying Notice of Annual Meeting for a more complete statement of matters to be considered at the Annual Meeting.

By Order of the Board,
/s/ Bala Venkataraman
Chief Executive Officer and Director

This proxy statement is dated December 4, 2020
and is being mailed with the form of proxy on or shortly after December 7, 2020.

TABLE OF CONTENTS

AMPLITUDE HEALTHCARE ACQUISITION CORPORATION
1177 Avenue of the Americas, Floor 40
New York, New York 10036JASPER THERAPEUTICS, INC.

PROXY STATEMENT
2020FOR
2022 ANNUAL MEETING OF STOCKHOLDERS
To be held on Tuesday, December 22, 2020, at 10:00 a.m., Eastern Time

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS

Why did you send me this proxy statement?PROCEDURAL MATTERS

This proxy statement (this “Proxy Statement”) and the enclosed form of proxy card are being sent to youfurnished in connection with the solicitation of proxies by the Boardour board of Directors (the “Board of Directors” ordirectors (our “Board”) for use at the 2022 Annual Meeting of Amplitude Healthcare Acquisition Corporation,Stockholders (the “Annual Meeting”) of Jasper Therapeutics, Inc., a Delaware corporation (the “Company,” “we,” us,”“Company” or “Jasper”), and “our”), for use atany postponements, adjournments or continuations thereof, or the annual meeting of stockholders (the “Annual Meeting”) toAnnual Meeting. The Annual Meeting will be held virtually on Tuesday, December 22, 2020Thursday, June 23, 2022, at 10:00 a.m., Eastern Pacific Time or at any adjournments or postponements thereof. This proxy statement summarizes the information that you needvia live audio webcast. The Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to make an informed decision on the proposals to be considered at the Annual Meeting. This proxy statement and the enclosed proxy card were first sent to the Company’s stockholders on or about December 7, 2020.

What is included in these materials?

These materials include:     

•        Thisaccess this Proxy Statement for the Annual Meeting; and

•        The Company’s our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as filed2021 (the “Annual Report”) is first being mailed on or about May 13, 2022 to all stockholders entitled to vote at the Annual Meeting.

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this Proxy Statement. You should read this entire Proxy Statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this Proxy Statement, and references to our website address in this Proxy Statement are inactive textual references only.

Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?

In accordance with the rules of the Securities and Exchange Commission (the “SEC”), we have elected to furnish our proxy materials, including this Proxy Statement and our Annual Report, primarily via the Internet. The Notice containing instructions on March 26, 2020.

What proposals will be addressedhow to access our proxy materials is first being mailed on or about May 13, 2022 to all stockholders entitled to vote at the Annual Meeting?Meeting. Stockholders may request to receive all future proxy materials in printed form by mail or electronically by e-mail by following the instructions contained in the Notice. We encourage stockholders to take advantage of the availability of our proxy materials on the Internet to help reduce the environmental impact and cost of our annual meetings of stockholders.

Will I receive any other proxy materials by mail?

StockholdersNo, you will not receive any other proxy materials by mail unless you request a paper copy of proxy materials. To request that a full set of the proxy materials be sent to your specified postal address, please e-mail proxy@continentalstock.com (include Jasper Therapeutics, Inc. and your control number in the subject line), log on to https://www.cstproxy.com/JasperTherapeutics/2022 or call 1-888-266-6791. Please have your proxy card in hand when you access the website or call and follow the instructions provided.

What matters am I voting on?

You will be asked to consider voting on:

•        the following proposals at the Annual Meeting:

1.      To electelection of two Class I directors to serve as Class I directors on the Board until the 20232025 annual meeting of stockholders orand until their successors are duly elected and qualified; and

2.      To ratify •        the selectionratification of WithumSmith+Brown, PC (“Withum”) bythe appointment of PricewaterhouseCoopers LLP as our audit committee to serve as the Company’s independent registered public accounting firm for theour fiscal year ending December 31, 2020.2022; and

We will also consider •        any other business thatas may properly comescome before the Annual Meeting.

How does the Boardboard of Directorsdirectors recommend that I vote?vote on these proposals?

Our Board of Directors unanimously recommends that the holders of our Class B common stock vote a vote:

•        “FOR” the director nomineeselection of Kurt von Emster and all stockholders Lawrence Klein, Ph.D. as Class I directors; and

•        “FOR” the ratification of the selectionappointment of WithumPricewaterhouseCoopers LLP as the Company’sour independent registered public accounting firm.firm for our fiscal year ending December 31, 2022.

Who may voteWhat if another matter is properly brought before the meeting?

Our Board knows of no other matters that will be presented for consideration at the Annual Meeting of stockholders?

Stockholders who owned sharesMeeting. If any other matters are properly brought before the meeting, it is the intention of the Company’spersons named in the accompanying proxy to vote on those matters in accordance with his or her best judgment.

Who is entitled to vote?

Holders of our voting common stock par value $0.0001 per share, as of the close of business on November 27, 2020 are entitled toApril 26, 2022, the record date for the Annual Meeting (the “Record Date”), may vote at the Annual Meeting. As of the Record Date, there were 10,000,00036,579,906 shares of Class Aour voting common stock and 2,500,000 sharesoutstanding. Stockholders are not permitted to cumulate votes with respect to the election of Class B common stock issued and outstanding.

Only the holders of shares of Class B common stock are entitled to vote on the proposal to elect directors. All holders of shares of Class A common stock and Class B common stock are entitled to vote on the proposal to ratify the selection of Withum by the audit committee to serve as the Company’s independent registered public accounting firm.

Holders of non-voting common stock are not entitled to vote on any of the proposals to be presented at the Annual Meeting, and therefore only votes by holders of our voting common stock will be counted for purposes of either proposal.

What are the effects of abstentions, withheld votes and broker non-votes?

An abstention represents a stockholder’s affirmative choice to decline to vote on a proposal. If I ama stockholder indicates on its proxy card that it wishes to abstain from voting its shares or withholds votes as to a particular proposal, or if a broker, bank or other nominee holding its customer’s shares of record causes abstentions or withheld votes to be recorded for shares, these shares will be considered present and entitled to vote at the Annual Meeting. As a result, abstentions and withheld votes will be counted for purposes of determining the presence or absence of a quorum and will also count as votes against a proposal in cases where approval of the proposal requires the affirmative vote of a majority of the shares of our voting common stock present in person or by remote communication, if applicable, or represented by proxy at the Annual Meeting and entitled to vote at the Annual Meeting (e.g., Proposal No. 2). However, because the outcome of Proposal No. 1 (election of directors) will be determined by a plurality vote, abstentions and withheld votes will have no impact on the outcome of such proposal as long as a quorum exists.

A broker non-vote occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the broker, bank or other nominee does not have discretionary voting power with respect to such proposal and has not received voting instructions from the beneficial owner of shares held in street name, how do I vote?the shares. Broker non-votes

There are three ways to vote:

•        Online will be counted for purposes of calculating whether a quorum is present at the Annual Meeting.Meeting but will not be counted for purposes of determining the number of votes present and entitled to vote or votes cast. Therefore, a broker non-vote Ifwill make a quorum more readily attainable but will not otherwise affect the outcome of the vote on any proposal.

As a reminder, if you are a beneficial owner of shares held in street name, andin order to ensure your shares are voted in the way you wish to vote online at the Annual Meeting,would prefer, you must obtain a legal proxy from the brokerage firm,provide voting instructions to your broker, bank broker-dealer or other similar organization that holds your shares. Please contact that organization for instructions regarding obtaining a legal proxy.

•        By mail.    You may voteagent by proxy by filling out the vote instruction form and sending it backdeadline provided in the envelope provided bymaterials you receive from your brokerage firm,broker, bank broker-dealer or other similar organization that holds your shares.agent.

•        What is a quorum?By telephone or over

A quorum is the Internet.    You may vote by proxy by submitting your proxy by telephone or over the Internet (if those options are availableminimum number of shares required to you) in accordance with the instructions on the enclosed proxy card or voting instruction card. This is allowed if you hold shares in street name and your bank, broker or other nominee offers those alternatives. Although most banks, brokers and other nominees offer these voting alternatives, availability and specific procedures vary.

Will my shares be voted if I do not provide my proxy?

If you hold your shares directly in your own name, they will not be voted if you do not provide a proxy.

Your shares may be voted under certain circumstances if they are held in the name of a brokerage firm. Brokerage firms generally have the authority to vote shares not voted by customers on certain “routine” matters, including the ratification of an independent registered public accounting firm. Accordingly, at the Annual Meeting, your shares may only be voted by your brokerage firm for the ratification of our independent registered public accounting firm.

Brokers are prohibited from exercising discretionary authority on non-routine matters. The election of a Class I director is considered a non-routine matter, and therefore brokers cannot exercise discretionary authority regarding this proposal for beneficial owners who have not returned proxies to the brokers (so-called “broker non-votes”). In the case of broker non-votes, and in cases where you abstain from voting on a matter when present at the Annual Meeting to properly hold an annual meeting of stockholders and conduct business under our second amended and restated bylaws (our “Bylaws”) and Delaware law. The presence, in person, by remote communication, if applicable, or by proxy, duly authorized, of the holders of a majority of the outstanding shares of our common stock entitled to vote at the Annual Meeting will constitute a quorum at the Annual Meeting. On the Record Date, there were 36,579,906 shares outstanding and entitled to vote. Thus, the holders of at least 18,289,954shares must be present in person or by remote communication, if applicable, or represented by proxy at the meeting to have a quorum. Abstentions, withheld votes and broker non-votes are counted as shares present and entitled to vote those shares will still be counted for purposes of determining if a quorum is present.quorum.

What vote is required to elect directors?How do I vote?

Directors are elected by a plurality of the votes of the holders of Class B common stock cast at the Annual Meeting. Prior to the closing of our initial business combination, the holders of Class B common stock have the exclusive right to elect, remove and replace any director, and the holders of Class A common stock have no right to vote on the election, removal or replacement of any director. Abstentions will have no effect on this proposal.

What vote is required to ratify the selection of Withum by the audit committee as the Company’s independent registered public accounting firm?

Approval of the proposal to ratify the selection of Withum as the Company’s independent registered public accounting firm requires the affirmative vote of the majority of the votes cast by the holders of Class A common stock and Class B common stock present online or represented by proxy and entitled to vote on the matter at the Annual Meeting. Abstentions will have no effect on this proposal.

Can I change my vote after I have voted?

You may revoke your proxy and change your vote at any time before the final vote at the Annual Meeting. You may vote again by signing and returning a new proxy card or vote instruction form with a later date or by attending the Annual Meeting and voting online ifIf you are a stockholder of record. However,record, there are three ways to vote:

•        by Internet at https://www.cstproxy.com/JasperTherapeutics/2022, 24 hours a day, seven days a week, until 11:59 p.m. Eastern Time on Wednesday, June 22, 2022 (have your attendanceNotice or proxy card in hand when you visit the website);

•        by completing and mailing your proxy card (if you received printed proxy materials); or

•        by Internet during the Annual Meeting. Instructions on how to attend and vote at the Annual Meeting will not automatically revoke your proxy unlessare described at https://www.cstproxy.com/JasperTherapeutics/2022.

If you vote again atplan to attend the Annual Meeting, or specifically requestwe recommend that you also vote by proxy so that your prior proxyvote will be revoked by deliveringcounted if you later decide not to the Company’s Chief Financial Officer at 1177 Avenue of the Americas, Floor 40, New York, New York, 10036 a written notice of revocation prior toattend the Annual Meeting.

Please note, however, that ifIf you are a street name stockholder, you will receive voting instructions from your shares are held of record by a brokerage firm,broker, bank or other nominee, younominee. You must instructfollow the voting instructions provided by your broker, bank or other nominee that you wishin order to changedirect your broker, bank or other nominee, as applicable, on how to vote your shares. Street name stockholders should generally be able to vote by followingreturning a voting instruction form or on the proceduresInternet. However, the availability of Internet voting will depend on the voting form provided to you by theprocess of your broker, bank or other nominee. IfAs discussed above, if you are a street name stockholder, you must obtain a legal proxy from your broker, bank or other nominee in order to vote your shares in person in the Annual Meeting.

Can I change my vote or revoke my proxy?

Yes, if you are helda stockholder of record, you can change your vote or revoke your proxy any time before the Annual Meeting by:

•        entering a new vote by Internet;

•        completing and returning a later-dated proxy card;

•        notifying our Corporate Secretary, in writing, at Jasper Therapeutics, Inc., 2200 Bridge Pkwy Suite #102, Redwood City, CA 94065; or

•        attending and voting electronically at the Annual Meeting (although attendance at the Annual Meeting will not, by itself, revoke a proxy).

If you are a street name stockholder, your broker, bank or other nominee can provide you with instructions on how to change your vote.

Will my vote be kept confidential?

Yes, your vote will be kept confidential and not disclosed to the Company unless:

•        required by law;

•        you wishexpressly request disclosure on your proxy; or

•        there is a proxy contest.

Why won’t there be an in-person meeting this year?

Due to continuing developments with the COVID-19 pandemic and the public health and travel concerns our stockholders may have, our Board has determined to hold a virtual Annual Meeting via live audio webcast in lieu of an in-person meeting in order to support the health and well-being of our employees, stockholders, directors and community. You will be able to vote and submit your questions during the meeting at https://www.cstproxy.com/JasperTherapeutics/2022. The health and safety of our employees, stockholders, directors and community is paramount, and we believe that holding a virtual meeting will enable greater stockholder attendance and help accommodate participants who may be unable or unwilling to travel to an in-person meeting as a result of the COVID-19 pandemic.

What do I need to do to attend the Annual Meeting online?

We will be hosting our Annual Meeting via live audio webcast only. If you are a stockholder as of the Record Date and wish to virtually attend the Annual Meeting, you will need the 12-digit control number, which is located on the Notice or on your proxy card (if you receive a printed copy of the proxy materials). Instructions on how to participate in the Annual Meeting are also posted online at https://www.cstproxy.com/JasperTherapeutics/2022. The webcast will start at 10:00 a.m., Pacific Time on June 23, 2022. Stockholders may vote and ask questions while attending the Annual Meeting online.

Use of cameras and recording devices are prohibited while virtually attending the live audio webcast.

How can I get help if I have trouble checking in or listening to the meeting online?

If you encounter any difficulties accessing the virtual meeting during the check-in or meeting, please call the technical support number that will be posted on the Virtual Shareholder Meeting log-in page.

What is the effect of giving a proxy?

Proxies are solicited by and on behalf of our Board. Ronald Martell and Jeet Mahal have been designated as proxy holders by our Board. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Annual Meeting you must bring toin accordance with the instructions of the stockholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our Board as described above. If any matters not described in this Proxy Statement are properly presented at the Annual Meeting, a legalthe proxy fromholders will use their own judgment to determine how to vote the broker, bankshares. If the Annual Meeting is adjourned, the proxy holders can vote the shares on the new Annual Meeting date as well, unless you have properly revoked your proxy instructions, as described above.

How are proxies solicited for the Annual Meeting?

Our Board is soliciting proxies for use at the Annual Meeting. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone or by other means of communication. Our directors and employees will not be paid any additional compensation for soliciting proxies.

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. Proxies may be solicited on our behalf by our directors, officers or employees in person or by telephone, mail, electronic transmission and/or facsimile transmission. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

What does it mean if I receive more than one Notice?

If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on each of the Notices you receive to ensure that all of your shares are voted.

How may my brokerage firm or other nomineeintermediary vote my shares if I fail to provide timely directions?

Brokerage firms and other intermediaries holding shares of our voting common stock in street name for their customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your shares, confirming your beneficial ownership of the shares and giving you the rightbroker will have discretion to vote your shares.

What happens if I do not indicate howshares on our sole “routine” matter: the proposal to vote my proxy?

If you sign your proxy card without providing further instructions, your sharesratify the appointment of Class B common stock, if any, will be voted “FOR” the director nominees, and your shares of Class A common stock and Class B common stock will be voted “FOR” the ratification of Withum to servePricewaterhouseCoopers LLP as the Company’sour independent registered public accounting firm.

Is my vote kept confidential?

Proxies, ballots and voting tabulations identifying stockholders are kept confidential andfirm for our fiscal year ending December 31, 2022. Your broker will not be disclosed except as may be necessaryhave discretion to meet legal requirements.vote on Proposal No. 1, a “non-routine” matter, or any other proposals that are considered “non-routine” matters, absent direction from you.

Where docan I find the voting results of the Annual Meeting?

We willexpect to announce preliminary voting results at the Annual Meeting. The finalWe will also disclose voting results will be tallied by the inspector of election and published in the Company’son a Current Report on Form 8-K, which the Company is required to that we will file with the SEC within four business days followingafter the Annual Meeting.

If final voting results are not available to us in time to file a Current Report on Form 8Who bears-K within four business days after the cost of soliciting proxies?

The CompanyAnnual Meeting, we will bear the cost of soliciting proxies in the accompanying formfile a Current Report on Form 8-K to publish preliminary results and will reimburse brokerage firmsprovide the final results in an amendment to the Current Report on Form 8-K as soon as they become available.

I share an address with another stockholder, and others for expenses involved in forwardingwe received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

We have adopted a procedure called “householding,” which the SEC has approved. Under this procedure, we deliver a single copy of the Notice and, if applicable, our proxy materials to beneficial ownersmultiple stockholders who share the same address, unless we have received contrary instructions from one or soliciting their execution. In additionmore of such stockholders. This procedure reduces our printing costs, mailing costs and fees. Stockholders who participate in householding will continue to solicitations by mail, the Company, through its directors and officers, may solicit proxies in person, by telephone or by electronic means. Such directors and officers will not receive any special remuneration for these efforts.

Who is the sponsor of the Company?

References throughout this proxy statement to our “sponsor” are to Amplitude Healthcare Holdings LLC, a Delaware limited liability company. Affiliates of our founders, Metalmark Capital and Avego Healthcare Capital, and certain of our officers and directors, through their ownership of certain entities, share control of our sponsor.

Who can help answer my questions?

You can contact our Chief Financial Officer, Kenneth Clifford at Kenneth.Clifford@metalmarkcapital.com or by sending a letter to Mr. Clifford at the offices of the Company at 1177 Avenue of the Americas, Floor 40, New York, New York, 10036 with any questions about the proposals described in this proxy statement or how to execute your vote.

the Annual Meeting. Oneand, if applicable, our proxy materials to any stockholder at a shared address to which we delivered a single copy of them will then vote your shares at the Annual Meeting in accordance with the instructions you have given them in the proxy cardany of these materials. To receive a separate copy, or, voting instructions, as applicable, with respectif a stockholder is receiving multiple copies, to the proposals presented in this proxy statement. Proxies will extend to, and be voted at, any adjournment(s) or postponement(s)request that we only send a single copy of the Annual Meeting.Notice and, if applicable, our proxy materials, such stockholder may contact us at:

Alternatively, you can vote your shares onlineJasper Therapeutics, Inc.
Attention: Investor Relations
2200 Bridge Pkwy Suite #102
Redwood City, CA 94065
IR@JasperTherapeutics.com
(650) 549-1400

In light of COVID-19, we encourage stockholders to contact us by attending the Annual Meeting. While we knowtelephone or e-mail instead of no other mattersphysical mail to be acted upon at this year’s Annual Meeting, it is possible that other mattershelp ensure timely receipt of any request for proxy materials.

Street name stockholders may be presented at the Annual Meeting. If that happens and you have signed and not revoked a proxy card, your proxy will vote on such other matters in accordance with the best judgment of Mr. Kapoor or Mr. Clifford.

A special note for those who plan to attend the Annual Meeting and vote online: if your shares are held in the name of acontact their broker, bank or other nominee youto request information about householding.

What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?

Stockholder Proposals

Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at next year’s annual meeting of stockholders by submitting their proposals in writing to our Corporate Secretary in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for the 2023 annual meeting of stockholders, our Corporate Secretary must either directreceive the written proposal at our principal executive offices not later than the close of business on March 25, 2023 nor earlier than the close of business on February 23, 2023. In addition, stockholder proposals must comply with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposals should be addressed to:

Jasper Therapeutics, Inc.
Attention: Corporate Secretary
2200 Bridge Pkwy Suite #102
Redwood City, CA 94065

Our Bylaws also establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders but do not intend for the proposal to be included in our proxy statement. Our Bylaws provide that the only business that may be conducted at an annual meeting of stockholders is business that is (i) specified in our notice of such annual meeting (with respect to business other than director nominations), (ii) otherwise properly brought before such annual meeting by or at the direction of our Board or (iii) properly brought before such meeting by a stockholder of record holderat the time of your sharessuch stockholder’s timely delivery of written notice to our Corporate Secretary, which notice must contain the information specified in our Bylaws, who is entitled to vote your sharesat such annual meeting. To be timely for the 2023 annual meeting of stockholders, our Corporate Secretary must receive the written notice at our principal executive offices:

•        not earlier than the close of business on February 23, 2023; and

•        not later than the close of business on March 25, 2023.

In the event that we hold the 2023 annual meeting of stockholders more than 30 days before or obtain a legal proxy frommore than 60 days after the record holder to vote your shares at the Annual Meeting.one-year

Our Board is asking for your proxy. Giving the Board your proxy means you authorize it to vote your shares at anniversary of the Annual Meeting, inthen, for notice by the manner you direct. You may vote for or withhold your vote for each nominee or proposal or you may abstain from voting. All valid proxiesstockholder to be timely, it must be received by the Corporate Secretary not earlier than the close of business on the 120th day prior to such annual meeting and not later than the Annual Meeting will be voted. All shares represented by a proxy will be voted, and where a stockholder specifies by meansclose of business on the later of the proxy a choice with respect90th day prior to any matter to be acted upon,such annual meeting and the shares will be voted in accordance withtenth day following the specification so made. If no choice is indicatedday on the proxy, the shares of Class B common stock, if any, will be voted “FOR” the election of the director nominees, and shares of Class A common stock and Class B common stock will be voted “FOR” the ratification of the selection of Withum as the Company’s independent registered public accounting firm and as the proxy holders may determine in their discretion with respect to any other matters that may properly come before the Annual Meeting.

Stockholders who have questions or need assistance in completing or submitting their proxy cards should contact our Chief Financial Officer, Kenneth Clifford, at Kenneth.Clifford@metalmarkcapital.com.

Stockholders who hold their shares in “street name,” meaning the name of a broker or other nominee who is the record holder, must either direct the record holder of their shares to vote their shares or obtain a legal proxy from the record holder to vote their shares at the Annual Meeting.

Revocability of Proxies

Any proxy may be revoked by the person giving it at any time before the polls close at the Annual Meeting. A proxy may be revoked by filing with our Chief Financial Officer (Amplitude Healthcare Acquisition Corporation, 1177 Avenue of the Americas, Floor 40, New York, New York, 10036) either (i) a writtenwhich notice of revocation bearing a date later thansuch annual meeting was mailed or public announcement of the date of such proxy or (ii)annual meeting is first made, whichever occurs first.

If a subsequent proxy relating to the same shares, or (iii) by attending the Annual Meeting and voting online.

Simply attending the Annual Meeting will not constitute revocation of your proxy. If your shares are held in the name of a broker or other nomineestockholder who is the record holder, you must follow the instructions of your broker or other nominee to revoke a previously given proxy.

Attendance at the Annual Meeting

Only holders of common stock, their proxy holders and guests we may invite may attend the Annual Meeting. If you wish to attend the Annual Meeting virtually but you hold your shares through someone else, such as a broker, you must bring a legal proxy from the broker, bank or other nominee holding your shares, confirming your beneficial ownershiphas notified us of the shares and giving youstockholder’s intention to present a proposal at an annual meeting of stockholders does not appear to present the rightstockholder’s proposal at such annual meeting, we are not required to present the proposal for a vote your shares.

Solicitation of Proxies

The cost of preparing, assembling, printing and mailing this proxy statement and the accompanying form of proxy, and the cost of soliciting proxies relating to the Annual Meeting, will be borne by the Company. Some banks and brokers have customers who beneficially own common stock listed of record in the names of nominees. We intend to request banks and brokers to solicitat such customers and will reimburse them for their reasonable out-of-pocket expenses for such solicitations. If any additional solicitation of the holders of our outstanding shares of common stock is deemed necessary, we (through our directors and officers) anticipate making such solicitation directly. The solicitation of proxies by mail may be supplemented by telephone and personal solicitation by officers, directors and other employees of the Company, but no additional compensation will be paid to such individuals.annual meeting.

No RightNomination of AppraisalDirector Candidates

Neither Delaware law nor our amended and restated certificate of incorporation provide for appraisal or other similar rights for dissenting stockholders in connection with any of the proposals to be voted upon at the Annual Meeting. Accordingly, our stockholders will have no right to dissent and obtain payment for their shares.

Other Business

We are not currently aware of any business to be acted upon at the Annual Meeting other than the matters discussed in this proxy statement. The form of proxy accompanying this proxy statement confers discretionary authority upon the named proxy holders with respect to amendments or variations to the matters identified in the accompanying Notice of Annual Meeting and with respect to any other matters which may properly come before the Annual Meeting. If other matters do properly come before the Annual Meeting, or at any adjournment(s) or postponement(s) of the Annual Meeting, we expect that sharesHolders of our common stock representedmay propose director candidates for consideration by properly submitted proxies willour Nominating and Corporate Governance Committee. Any such recommendations should include the nominee’s name and qualifications for membership on our Board and should be voteddirected to our Corporate Secretary at the address of our principal executive office set forth above. For additional information regarding stockholder recommendations for director candidates, see the section titled “Board of Directors and Corporate Governance — Stockholder Recommendations and Nominations to the Board of Directors.”

Our Bylaws also permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director, the stockholder must provide the information required by our Bylaws. In addition, the proxy holdersstockholder must give timely notice to our Corporate Secretary in accordance with our Bylaws, which, in general, require that the recommendationsnotice be received by our Corporate Secretary within the time periods described above under the section titled “Stockholder Proposals” for stockholder proposals that are not intended to be included in a proxy statement.

Availability of Bylaws

A copy of our Board.Bylaws is available via the SEC’s website at http://www.sec.gov. You may also contact our Corporate Secretary at the address set forth above for a copy of the relevant provisions of our Bylaws regarding the requirements for making stockholder proposals and nominating director candidates.

Principal Offices

Our principal executive offices are located atWhy do you discuss both Amplitude Healthcare Acquisition Corporation 1177 Avenueand Jasper Therapeutics, Inc. in this Proxy Statement?

On September 24, 2021 (the “Closing Date”), the Company consummated the previously announced business combination (the “Business Combination”) pursuant to the terms of the Americas, Floor 40, New York, New York, 10036. Our telephone number atBusiness Combination Agreement, dated as of May 5, 2021 (the “BCA”), by and among Amplitude Healthcare Acquisition Corporation (“AMHC”), Ample Merger Sub, Inc., a then-wholly-owned subsidiary of AMHC (“Merger Sub”), and the pre-Business Combination Jasper Therapeutics, Inc. (now named Jasper Tx Corp.) (“Old Jasper”). Pursuant to the terms of the BCA, on the Closing Date, (i) Merger Sub merged with and into Old Jasper, with Old Jasper as the surviving company in the Business Combination, and, after giving effect to such address is (212) 823Business Combination, Old Jasper became a wholly-1900-owned subsidiary of AMHC and changed its name to “Jasper Tx Corp.”, and (ii) AMHC changed its name to “Jasper Therapeutics, Inc.”. In connection with the Business Combination, on the Closing Date, our voting common stock and public warrants began trading on the Nasdaq Capital Market under the ticker symbols “JSPR” and “JSPRW,” respectively.

All references to the “Company”, “Jasper”, “we”, “us”, “our”, and similar terms in this Proxy Statement refer to Jasper Therapeutics, Inc., a Delaware corporation formerly known as Amplitude Healthcare Acquisition Corporation, and its consolidated subsidiary, Jasper Tx Corp., formerly known as Jasper Therapeutics, Inc.

BOARD OF DIRECTORS EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

DirectorsOur business and Officersaffairs are managed under the direction of our Board. Our Board consists of seven directors, all of whom, other than William Lis, Judith Shizuru, M.D., Ph.D., and Ronald Martell, qualify as “independent” under the listing standards of the Nasdaq Capital Market (“Nasdaq”), including Nasdaq Listing Rule 5605(a)(2). Our Board is divided into three staggered classes of directors. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the class whose term is then expiring.

The directorsfollowing table sets forth the names, ages as of April 29, 2022, and executive officerscertain other information for each of the Company are as follows:

The experiencemembers of our directorsBoard with terms expiring at the Annual Meeting (who are also nominees for election as a director at the Annual Meeting) and executive officers are as follows:for each of the continuing members of our Board:

Global Emerging Markets. He joined Morgan Stanley in 1981 and Morgan Stanley Capital Partners in 1986. He was formerlyLawrence Klein, Ph.D.    Dr. Klein has served as a member of the Investment Committee for the Morgan Stanley Global Emerging Markets Fund, Mr. Cliffordour Board since September 2021. He has served in various positions at CRISPR Therapeutics AG (Nasdaq: CRSP), a biotechnology company, including Chief Operating Officer since January 2020, Chief Business Officer from January 2019 to January 2020, Senior Vice President, Business Development and Strategy from November 2017 to December 2018 and as Vice President, Strategy from February 2016 to November 2017. Before joining CRISPR, Dr. Klein was an Associate Partner at McKinsey & Company, a global management consulting firm, from October 2014 to February 2016. He has served as a director of EnerSysDyne Therapeutics, Inc. (Nasdaq: DYN) since September 2019. Dr. Klein received his B.S. in biochemistry and Ingenuity Systems. Hephysics from the University of Wisconsin-Madison and his Ph.D. in biophysics from Stanford University. We believe that Dr. Klein is qualified to serve as a member of our Board because of his extensive background in immunology, hematologic malignancies, stem cell transplant and cell therapies, as well as his current and prior service with pharmaceutical and biotechnology companies on matters pertaining to strategy and operations.

Continuing Directors

Judith Shizuru, M.D., Ph.D.    Dr. Shizuru has served as a member of our Board since September 2021. Dr. Shizuru is the scientific co-founder of Old Jasper and served as a member of the Old Jasper Board from March 2018 to September 2021 and as Chair of Old Jasper’s Scientific Advisory Board from December 2019 to September 2021. Dr. Shizuru is a Certified Public AccountantProfessor of Medicine (Blood and Marrow Transplantation) and Pediatrics (Stem Cell Transplantation) at Stanford. Dr. Shizuru is a member of the Stanford Blood and Marrow Transplantation (BMT) faculty, the Stanford Immunology Program, and the Institute for Stem Cell Biology and Regenerative Medicine. Dr. Shizuru received a Bachelor’s degree from Bennington College and an M.D. and Ph.D. from the Stanford University School of Medicine. She trained as a resident in adult internal medicine at the University of California, San Francisco, and in the Statesub-specialty of New York. Mr. Clifford receivedhematology at Stanford. Dr. Shizuru has been attending on the Stanford Blood and Marrow Transplantation clinical service since 1997, and she oversees a B.S.research laboratory. Her laboratory is focused on understanding the cellular and molecular basis of resistance to engraftment of transplanted allogeneic hematopoietic cells, and the way in Businesswhich bone marrow grafts modify immune responses including the induction of immune tolerance. Dr. Shizuru’s laboratory has developed the translational science of anti-CD117 antibodies, and Economicswas the first to advance an anti-human CD117 antibody as a transplant conditioning agent from Lehigh Universitythe laboratory to the clinic. Dr. Shizuru has over 140 publications in the fields of immunology and an MBA from New York University.hematopoietic cell transplantation. We believe that Dr. Shizuru is qualified to serve as a member of our Board because of her expertise in immunology and transplant conditioning agents, as well as her knowledge of our technology and product candidates, having co-founded Old Jasper in 2018.

Vishal KapoorAnna French, D.Phil.    ,Dr. French has served as a member of our PresidentBoard since January 2020, worked at Iveric Bio (formerly known as Ophthotech)September 2021. Dr. French served on the Old Jasper Board from April 2015 to December 2019. As the Chief Business Officer of Iveric Bio, he was responsible for acquiring an industry-leading portfolio of gene therapy and therapeutic assets in ophthalmology. From October 2014 to April 2015, Mr. Kapoor was responsible for business development and portfolio strategy in his role as Director of Corporate Development at NPS Pharma, which was acquired by Shire in 2015. From 2005 to 2014, Mr. Kapoor spent 9 years at Genentech in a variety of positions, including leading strategy for ophthalmology and CNS pipeline assets, Lucentis marketing, commercial assessments for business development and medical affairs. Mr. Kapoor holds an MBA in Finance and Management from Columbia Business School and a BA in Biology from Columbia University.

Fred Eshelman, a director of ours since November 2019 to September 2021. Dr. French is a Partner at Qiming Venture Partners USA, having joined the founder of Eshelman Ventures, LLC an investment company primarily interestedfirm in healthcareJuly 2017, where she invests in biotech and digital health companies, since 2014. Previously, from 1986 to 2011focusing on advanced therapeutics including cell and gene therapy. Dr. Eshelman founded and initially served as Chairman and Chief Executive Officer (and later solely as Chairman) of Pharmaceutical Product Development, a global contract research organization. After the sale of Pharmaceutical Product Development in 2011, he served as founding chairman and largest shareholder of Furiex Pharmaceuticals, a company which in-licensed and rapidly developed new medicines and which was sold to Forest Laboratories/Actavis in 2014. His career has also included positions at the former Glaxo, Inc., Beecham Laboratories and Boehringer Mannheim Pharmaceuticals. He is currently a director of Eyenovia, Inc. (NASDAQ:EYEN) a clinical stage ophthalmic biopharmaceutical company, since 2018, Cellective Biotherapy, Inc., a B-10 cell-based immunotherapy company, since 2016 and Asepticys, LLC, a development stage company researching novel disinfectants, since 2018. Previously, he was chairman of The Medicines Company (NASDAQ: MDCO), a pharmaceutical company, from 2015 to 2018 and was on the board of Bausch Health Companies, Inc. (NYSE: BHC), a pharmaceutical company, from 2015 to 2018. Dr. EshelmanFrench has served on the executive committeeboards of the Medical Foundationdirectors of North Carolina,Umoja Biopharma, Inc. since August 2020, WindMIL Therapeutics, Inc. since June 2018 and Auron Therapeutics, Inc. since December 2020. Previously, Dr. French was appointed by the North Carolina General Assembly to serve on the Board of Governors for the state’s multi-campus university system, as well as the North Carolina Biotechnology Center. In addition, he chairs the board of visitors for the School of Pharmacya Management Consultant at the University of North Carolina at Chapel Hill (“UNC-CH”). The School was named the University of North Carolina Eshelman School of Pharmacy in recognition of his many contributionsBoston Consulting Group (BCG) from November 2014 to the schoolJune 2017, where she advised leading biopharma companies on their strategy and the profession.operations. Dr. Eshelman received the doctor of pharmacyFrench also led a global industry/academic consortium focused on cell therapy commercialization. Dr. French earned a D.Phil. from the University of Cincinnati, completed a residency at Cincinnati General Hospital, and a BS Pharm from UNC-CH. He completedOxford, UK, where her research focused on the OPM program at Harvard Business School.hematopoietic differentiation of human induced pluripotent stem cells. Dr. Eshelman also received an honorary doctorFrench has over 20 publications in the field of science from UNC-CH. Hestem cell research. We believe that Dr. French is well qualified to serve onas a member of our Board due to his extensive operational and investmentbecause of her stem cell expertise, as well as her experience investing in the healthcare industry.companies focused on advanced therapeutics.

Ernest MarioWilliam Lis.    ,Mr. Lis has served as a directormember of oursour Board since November 2019 has since 2007 been Chairman of Soleno Therapeutics, Inc. (NASDAQ: SLNO), a pharmaceutical company focused on the development and commercialization of novel therapeutic products for the treatment of rare diseases. He has also, since 2011, been a Venture Partner with Pappas Ventures, a Research Triangle Park, North Carolina life science venture capital firm, since 2014 served as a director Eyenovia, Inc. (NASDAQ: EYEN), a clinical stage ophthalmicthe non-employee Chairperson of our Board since March 2022. Mr. Lis has 30 years of biopharmaceutical company,experience and since April 2018 served as a director of Kindred Bioscience Inc. (NASDAQ: KIN). From 2007 until November 2019, he served as a director of Celgene Corporation (NASDAQ: CELG), a large biotechnology company. Dr. Mario served in management at a number of drug companies before being named in 1989our Chief Executive Officer and Executive Chairman of Glaxo Wellcome, then the second-largest drug company in the world. During Dr. Mario’s tenure, Glaxo brought five major new productsour Board from September 2021 to market and saw sales and profits increase substantially. Later, Dr. Mario led pioneering drug delivery technology company Alza until selling it to Johnson & Johnson in 2001.March 2022. He subsequently served as Chairman andOld Jasper’s Chief Executive Officer of Reliant Pharmaceuticals,and Executive Chairman from November 2019 to September 2021 and as its President from December 2019 to September 2021, where he led the commercialization of Omacor/Lovaza, the first prescription omega-3 medication clinically proven to reduce very high triglycerides. Dr. Mario also serves on the advisory board to certain fundsour Series A financing, initial public offering and co-investment vehicles affiliated with Metalmark. Hepipeline development. Previously, Mr. Lis served as Chief Executive Officer and a trusteeDirector of Rutgers University, where the pharmacy school he attended now bearsPortola Pharmaceuticals, Inc. from April 2010 until August 2018, after serving as Chief Operating Officer from November 2009 to April 2010. Under his name; the University of Rhode Island, where he earned his PhDleadership, Portola successfully grew from a discovery-stage company to a fully integrated R&D and commercial organization, and independently discovered and developed Andexxa®, Bevyxxa® and cerdulatinib. He led Portola’s initial public offering in physical sciences;2013 and Duke University, where his 18 years of service was the longest tenure ever forgrew Portola into a noncompany with a multi-Duke-billion University family member. Dr. Mario earned a BS in pharmacy at Rutgers University and his MS and PhD in physical sciences at the University of Rhode Island. He also holds honorary doctorates from the University of Rhode Island and Rutgers University. In 2007, he was awarded the Remington Medal by the American Pharmacists’ Association, pharmacy’s highest honor. He is well qualified to serve on our Board due to his extensive operational, investment and transactional experience in the healthcare industry.dollar valuation during

his tenure. Portola was acquired by Alexion Pharmaceuticals, Inc. in July 2020. Prior to Portola, Mr. Lis held executive positions at Scios, Inc. (a Johnson & Johnson company) where he last served as Senior Vice President of New Product Development and Business Development, having led inPeter Dolan-licensing efforts, development, and the commercial operations for Xarelto®. He also held positions of increasing responsibility at Millennium Pharmaceuticals, Inc. (previously COR Therapeutics, Inc.) and Rhone Poulenc Rorer in sales, marketing, medical affairs, and business development. He was involved in the commercial launch of Integrilin®, Lovenox®, Velcade® and Rilutek®. Mr. Lis served as a directormember of oursthe Bio Board of Directors for Emerging Companies and as an independent Director of Eidos Therapeutics, Inc. (Nasdaq: EIDX), acquired by Bridge Bio Pharma, Inc. in January 2021, and is currently an independent Director of Zai Lab Limited (Nasdaq: ZLAB). Mr. Lis holds a B.S. from the University of Maryland. We believe that Mr. Lis is qualified to serve as a member of our Board because of his leadership and business and product development expertise, as well as his extensive experience in the pharmaceutical and therapeutics industry at both the executive and board level.

Ronald A. Martell.    Mr. Martell has served as our President, Chief Executive Officer and a member of our Board since March 2022. Mr. Martell has more than 30 years’ experience building and managing unique businesses in the biotech industry. Mr. Martell has served as a Director of MorphImmune, Inc. since April 2021, and served as the Chief Executive Officer and President from April 2021 to March 2022. Prior to joining MorphImmune, Inc., Mr. Martell served as the President and CEO of Nuvelution Pharma, Inc. from November 2019 has decadesto March 2021. He was also the Co-Founder and Executive Chairman of senior leadership experience across a broad rangeIndapta Therapeutics, Inc. from April 2017 to March 2022. Mr. Martell was the Co-Founder and Executive Chairman of businessesOrca Bio from January 2016 to June 2019 and has a track recordthe Co-Founder and CEO of successful healthcare investmentsAchieve Life Sciences, Inc. from March 2015 to December 2017, where he led the merger of the company with OncoGenex Pharmaceuticals, Inc. in large companiesAugust 2017. He served on the board of directors of Plus Therapeutics, Inc. (previously Cytori Therapeutics, Inc.) (Nasdaq: PSTV) from December 2016 until December 2019. He served as Chief Executive Officer of Sevion Therapeutics, Inc. from June 2014 to January 2015 and more recentlyExecutive Chairman of KaloBios Pharmaceuticals, Inc. from February 2015 to October 2015. Prior to Sevion, Mr. Martell was President and CEO of NeurogesX, Inc. from January 2012 to July 2013 and sold the company’s assets to Acorda Therapeutics, Inc. Prior to NeurogesX, he was Chief Executive Officer of Poniard Pharmaceuticals, Inc. from February 2010 to March 2013. Before joining Poniard, he served in technology driven startups.the capacity of the Office of the CEO and as Senior Vice President of Commercial Operations at ImClone Systems. Mr. Dolan joinedMartell built ImClone Systems’ Commercial Operations and field sales force to market and commercialize Erbitux® with partners Bristol-Myers Squibb (NYSE: BMY) from General Foodsand Merck KGaA. Prior to joining ImClone Systems, Mr. Martell worked for 10 years at Genentech, Inc. in 1988. After more than a decade leading its Consumer Products, Nutritionals, and Medical Device businesses,variety of positions, the last of which was Group Manager, Oncology Products. At Genentech, he was named Chief Executive Officerresponsible for the launch of Herceptin® for metastatic HER-2 positive breast cancer and Rituxan® for non-Hodgkin’s lymphoma. Mr. Martell began his career at Roche Pharmaceuticals. We believe that Mr. Martell is qualified to serve as a member of our Board because of his depth of experience in oncology and cell therapy development and commercialization, as well as deep relationships across the company in 2001. He led the acquisition of DuPont Pharmaceuticals, which brought Eliquis to the company, which has since become a very large, multiindustry.

-billionChristian W. Nolet dollar, annual revenue product. In 2001, the successful investment in Imclone’s Erbitux provided the oncology revenue bridge until the introductions of Sprycel and later Yervoy. In 2004, he licensed the immuno-oncology compound that became Yervoy, later named as the Biotech Discovery of the Decade for extending survival in some of the hardest to treat cancers. Following his departure from Bristol-Myers Squibb in 2006,.    Mr. DolanNolet has served as Chairmana member of our Board since September 2021. Mr. Nolet has more than 40 years of experience in various leadership roles in the audit services profession and Chiefin the life sciences industry. Mr. Nolet was an audit partner at Ernst & Young LLP (“EY”), a professional services firm, from November 2001 to June 2019. While at EY, Mr. Nolet led the West EY Life Sciences Industry Group and continues to serve on both the Executive OfficerCommittee and Finance Committee (Co-Chair) of Gemin X,the California Life Sciences industry association. Mr. Nolet was also a venture capital backed startup oncology company thatmember of the Finance & Investment Committee and Emerging Companies Section of BIO (the Biotechnology Innovation Organization). Prior to EY, Mr. Nolet was solda partner at PricewaterhouseCoopers LLP from 1991 to Cephalon Pharmaceuticals. More recently,2001. Mr. Nolet holds a B.S. in Accounting from 2014 to 2019, he was Chairman of Allied Minds, plc (LON: ALM), an innovation company that forms, funds, managesSan Diego State University and builds startups based on early-stage technology. Over the course of his career,is a retired Certified Public Accountant in California. Mr. DolanNolet has served on the boardsboard of multiple for-profitsdirectors of Revance Therapeutics, Inc. (Nasdaq: RVNC) since July 2019 and not-for-profits, and has been on the Boardboard of Tufts Universitydirectors of PolarityTE, Inc. (Nasdaq: PTE) since 2001, serving as its Chairman since 2013. Other boards have includedApril 2020. He previously served on the American Express Company (NYSE: AXP) andboard of directors of Ambrx Biopharma Inc. (Nasdaq: AMAM) from January 2021 to November 2021. Mr. Nolet also served on the Tuck School Boardboard of Overseers. Since 2010 he has served as Vice Chairdirectors of the Partnership for a Healthier America, which works with the private, public and non-profit sectors to develop strategies and initiatives and brokers commitments to address the obesity epidemic.Viela Bio, Inc. from August 2019 until it was acquired in March 2021. We believe that Mr. Dolan graduated magna cum laude from Tufts University in 1978 with a BA. He then earned his MBA from the Tuck School of Business at Dartmouth College. HeNolet is well qualified to serve on our Board due to his extensive investment, operational and transactional experience in the healthcare industry.

Glenn Reicin, a director of ours since November 2019, has since June 2019 been Chief Financial Officer at Sigilon Therapeutics, Inc., a provider of novel treatments for a range of chronic diseases, and from 1993 to 2008 a Managing Director at Morgan Stanley where he headed their Healthcare Equity Research team. He is a biotechnology and medical technology executive with experience across finance, operations and investor relations. From 2013 to May 2019, Mr. Reicin served as President of Greyrock Biomedical Advisors, which provides a range of deal sourcing, valuation, due diligence and management consulting services for companies in the healthcare space. Most notably, he designed and implemented a strategy for PDL Biopharma to ensure the profitability of the company after a 2016 patent and corresponding royalty expired. Previously, in 2013, he served as an Executive-in-Resident at Covidien and from 2008 to 2012 as Managing Director at Skyline Ventures. At Skyline Ventures, he served as an active board member at a number of biotech firms, including Novasys Medical, a maker of minimally invasive treatments for female incontinence from 2009 to 2013, SI-Bone Inc. (NASDAQ: SIBN), a developer of a minimally invasive surgical treatment for sacroiliac joint disorders from 2010 to 2012, and Spinal Motion Incorporated, a developer of artificial disc implants to preserve motion at the treated spinal segment of the body from 2009 to 2014. He also served as Board Observer on Collegium Pharmaceuticals Inc. (NASDAQ: COLL) a pain management pharmaceutical company and AcelRx Pharmaceuticals (NASDAQ: ACRX), a specialty pharmaceutical company. He started his career at Morgan Stanley where he became a Managing Director in equity research covering medical technology. His sell-side career spanned 18 years, including 15 years as a top-three ranked analyst and six consecutive years in the top spot. He holds an M.B.A. from Harvard Business School and B.A. from Brandeis University. He is well qualified to serve on our Board due to his extensive operational, consulting and transactional experience in the healthcare industry.

Number and Terms of Office of Officers and Directors

Our Board of Directors consists of six members. Holders of our founder shares have the right to elect all of our directors prior to consummation of our initial business combination and holders of our public shares do not have the right to vote on the election of directors during such time. These provisions of our amended and restated certificate of incorporation may only be amended if approved by a majority of at least 90% of our common stock voting at a stockholder meeting. Approval of our initial business combination will require the affirmative vote of a majoritymember of our Board because of Directorshis experience with multiple life sciences companies ranging from growing venture-capital backed start-ups to Fortune 100 companies, and his financial expertise as a majority of our independent directors. Our Board of Directors is divided into three classes with only one class of directors being elected in each yearformer audit partner and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. The term of office of the first class of directors, consisting of Messrs. Reicin and Dolan, will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Messrs. Eshelman and Mario will expire at the second annual meeting of stockholders. The term of office of the third class of directors, consisting of Messrs. Hoffen and Venkataraman will expire at the third annual meeting of stockholders. Subject to any other special rights applicable to the stockholders,retired California Certified Public Accountant.

any vacancies on ourComposition of Our Board of Directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting

The primary responsibilities of our Board are to provide oversight, strategic guidance, counseling and direction to our management. Our Board meets on a regular basis and on an ad hoc basis as required. Our Board currently consists of seven directors. Our second amended and restated certificate of incorporation (our “Charter”) provides that includes anythe authorized number of directors representing our sponsor then on our Board, ormay be changed only by resolution approved by a majority of the holdersauthorized number of directors constituting our Board. In accordance with our Charter, our Board is divided into three classes with staggered three-year terms. At each annual meeting of stockholders, the successors to directors whose terms are expiring will be elected to serve from the time of election and qualification until the third annual meeting following election. Our directors are divided among the three classes as follows:

•        the Class I directors are Mr. von Emster and Dr. Klein, and their terms will expire at the Annual Meeting;

•        the Class II directors are Dr. Shizuru and Dr. French, and their terms will expire at our annual meeting of stockholders to be held in 2023; and

•        the Class III directors are Mr. Lis, Mr. Martell and Mr. Nolet, and their terms will expire at our annual meeting of stockholders to be held in 2024.

Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our founder shares.Board into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control.

Director Independence

Under the listing requirements and rules of Nasdaq, independent directors must comprise a majority of our Board as a listed company within one year of the consummation of the Business Combination.

Our officers are appointedBoard has undertaken a review of its composition, the composition of its committees and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board has determined that each of Mr. von Emster, Dr. French, Dr. Klein and Mr. Nolet do not have any relationships that would interfere with the Boardexercise of Directorsindependent judgment in carrying out the responsibilities of a director and serve atthat each of these directors is “independent” as that term is defined under the discretionapplicable rules and regulations of the SEC and the listing requirements and rules of Nasdaq. In making this determination, our Board considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of Directors, rather than for specific termsour capital stock with respect to each non-employee director.

Board Leadership Structure

Mr. Lis currently serves as the non-employee Chairperson of office. Ourour Board. In such role, Mr. Lis has authority, among other things, to call and preside over our Board meetings, to set meeting agendas and to determine materials to be distributed to our Board. As the roles of Directors is authorized to appoint persons to the offices set forth inChairperson of our bylaws as it deems appropriate. Our bylaws provide that our officers shall be aBoard and Chief Executive Officer aare separated between Mr. Lis and Mr. Martell, respectively, our Board believes our leadership structure enhances the accountability of our Chief FinancialExecutive Officer to our Board and a Secretary,encourages balanced decision making. In addition, our Board believes that this structure provides an environment in which the independent directors are fully informed, have significant input into the content of Board meetings, and may also consistcan provide objective and thoughtful oversight of a Chairman of the Board, Presidents, Vice Presidents, Assistant Secretaries and a Treasurer, and such other offices as may be determined by the Board of Directors.management.

Committee Membership, Meetings and Attendance

We currently have the following standing committees: the audit committee and the compensation committee. Each of the standing committees of theour Board of Directors is comprised entirely of independent directors.directors that provide strong independent leadership for each of these committees. Our independent directors generally meet in executive session after each regular meeting of our Board. At each such meeting, the presiding director for each executive session of our Board is an independent or non-employee director. Our Board will continue to evaluate this leadership structure on an ongoing basis based on factors such as the experience of the applicable individuals and the current business environment.

Board Meetings and Committees

Our Board may establish the authorized number of directors from time to time by resolutions adopted by a majority of the authorized number of directors constituting our Board. Our Board currently consists of seven members.

During theour fiscal year ended December 31, 2019 there were no2021, our Board held eight meetings (including regularly scheduled orand special meetings), and each director attended at least 75% of the aggregate of (i) the total number of meetings of our Board held during the period for which he or she had been a director and (ii) the total number of meetings held by all committees of our Board on which he or she served during the periods that he or she served.

Although our corporate governance guidelines do not have a formal policy regarding attendance by members of our Board committees and the Board acted by unanimous written consent in lieuat annual meetings of a meeting twice.

Westockholders, we encourage, all ofbut do not require, our directors to attend. Those who do attend our annual meetings ofare expected to answer appropriate questions from stockholders. ThisWe did not hold an Annual Meeting will be the first annual meeting of stockholdersStockholders in 2021.

Our Board has established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The composition and responsibilities of each of the Company.committees of our Board are described below. Each committee of our Board has a written charter approved by our Board. Copies of each charter are posted in the “Investors-Corporate Governance” portion of our website at ir.jaspertherapeutics.com/corporate-governance/documents-charters. The reference to our website address does not constitute incorporation by reference of the information contained at or available or accessible through our website, and you should not consider it to be a part of this Proxy Statement. Members serve on these committees until their resignation or until otherwise determined by our Board. Our Board may establish other committees as it deems necessary or appropriate from time to time.

Audit Committee

We have established an audit committeeOur Audit Committee consists of Mr. Nolet, Dr. French and Mr. von Emster. Our Board has determined that each member of our Audit Committee satisfies the independence requirements under Nasdaq listing standards and Rule 10A-3(b)(1) of the Board of Directors.Exchange Act. The memberschairperson of our audit committee are Messrs. Reicin, Dolan and Mario.Audit Committee is Mr. Reicin serves as chairman of the audit committee. Each member of the audit committee is financially literate and ourNolet. Our Board of Directors has determined that Mr. Reicin qualifies asNolet is an “audit committee“Audit Committee financial expert” as definedwithin the meaning of SEC regulations. Each member of our Audit Committee can read and understand fundamental financial statements in accordance with applicable SEC rulesrequirements. In arriving at these determinations, our Board has examined each Audit Committee member’s scope of experience and hasthe nature of their employment.

The primary purpose of our Audit Committee is to discharge the responsibilities of our Board with respect to our corporate accounting or relatedand financial management expertise.

We have adopted an audit committee charter, which details the purposereporting processes, systems of internal control and principal functionsfinancial statement audits, and to oversee our independent registered public accounting firm. Specific responsibilities of the audit committee, including:our Audit Committee include, among other things:

•        assisting Board oversightappointing, determining the compensation of, (1) the integrity ofretaining, overseeing and evaluating our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditor’s qualifications and independence and (4) the performance of our internal audit function and independent auditors;

•        the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us;

•        pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged for the purpose of performing other review or attest services for us;

•        prior to commencement of the audit engagement, reviewing and discussing with the independent registered public accounting firm a written disclosure by the prospective independent registered public accounting firm of all relationships between us, or persons in financial oversight roles with us, and such independent registered public accounting firm or their affiliates;

•        determining and approving engagements of the independent registered public accounting firm, prior to commencement of the engagement, and the scope of and plans for the audit;

•        monitoring the rotation of partners of the independent registered public accounting firm on our audit engagement;

•        reviewing with management and the independent registered public accounting firm any fraud that includes management or other employees who have a significant role in our internal control over financial reporting and any significant changes in internal controls;

•        establishing preand overseeing procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters and the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters;

-approval•        reviewing the results of management’s efforts to monitor compliance with our programs and policies designed to ensure compliance with laws and rules;

•        overseeing our programs, policies, and procedures;procedures related to our information technology systems, including information asset security and data protection; and

•        reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;

•        setting clear hiring policies for employees or former employees of the independent auditors;

•        setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

•        obtaining and reviewing a report, at least annually, from the independent auditors describing (1) the independent auditor’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

•        meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor,registered public accounting firm the results of the annual audit and the independent registered public accounting firm’s assessment of the quality and acceptability of our accounting principles and practices and all other matters required to be communicated to our Audit Committee by the independent registered public accounting firm under generally accepted accounting standards, the results of the independent registered public accounting firm’s review of our quarterly financial information prior to public disclosure and our disclosures in our periodic reports filed with the SEC.

Our Audit Committee reviews, discusses and assesses its own performance and composition at least annually. Our Audit Committee also periodically reviews and assesses the adequacy of its charter, including its role and responsibilities as outlined in its charter, and recommends any proposed changes to our Board for its consideration and approval.

Our Audit Committee held six meetings during fiscal year 2021 and acted by written consent one time during fiscal year 2021.

Compensation Committee

Our Compensation Committee consists of Dr. French, Mr. von Emster and Mr. Nolet. The chairperson of our Compensation Committee is Dr. French. Our Board has determined that each member of our Compensation Committee is independent under the listing standards of Nasdaq and a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.

The primary purpose of our Compensation Committee is to discharge the responsibilities of our Board in overseeing our compensation policies, plans and programs and to review and determine the compensation to be paid to our executive officers, directors and other senior management, as appropriate. Specific responsibilities of our Compensation Committee include, among other things:

•        reviewing, modifying and approving (or, if it deems appropriate, making recommendations to our specific disclosures under “Management’s DiscussionBoard regarding) our overall compensation strategy and Analysispolicies, and reviewing, modifying and approving corporate performance goals and objectives relevant to the compensation of Financial Conditionour executive officers and Resultsother senior management;

•        determining and approving (or, if it deems appropriate, recommending to our Board for determination and approval) the compensation and terms of Operations”;employment of our Chief Executive Officer, including seeking to achieve an appropriate level of risk and reward in determining the long-term incentive component of the Chief Executive Officer’s compensation;

•        determining and approving (or, if it deems appropriate, recommending to our Board for determination and approval) the compensation and terms of employment of our executive officers and other members of senior management;

•        reviewing and approving any related party transaction required(or, if it deems appropriate, making recommendations to be disclosed pursuant to Item 404our Board regarding) the terms of Regulation Semployment agreements, severance agreements;

-K•        change-of-control promulgated byprotections and other compensatory arrangements for our executive officers and other senior management;

•        conducting periodic reviews of the SEC prior to us entering into such transaction; andbase compensation levels of all of our employees generally;

•        reviewing with management,and approving the independent auditors,type and our legal advisors, as appropriate, any legal, regulatoryamount of compensation to be paid or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

awarded to nonCompensation Committee-employee

We have established a compensation committee of the Board of Directors. The members of our compensation committee are Messrs. Reicin and Eshelman. Mr. Eshelman serves as chairman of the compensation committee. We have adopted a compensation committee charter, which details the purpose and responsibility of the compensation committee, including: directors;

•        reviewing and approving on an annual basis the corporate goalsadoption, amendment and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any)termination of our Chief Executive Officer based onstock option plans, stock appreciation rights plans, pension and profit sharing plans, incentive plans, stock bonus plans, stock purchase plans, bonus plans, deferred compensation plans, 401(k) plans, supplemental retirement plans and similar programs, if any; and administering all such evaluation;plans, establishing guidelines, interpreting plan documents, selecting participants, approving grants and awards and exercising such other power and authority as may be permitted or required under such plans; and

•        reviewing our incentive compensation arrangements to determine whether such arrangements encourage excessive risk-taking, reviewing and discussing at least annually the relationship between our risk management policies and practices and compensation and evaluating compensation policies and practices that could mitigate any such risk.

In addition, once we cease to be an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), the responsibilities of our Compensation Committee will also include:

•        reviewing and making recommendationsrecommending to our Board for approval the frequency with which we conduct a vote on executive compensation, taking into account the results of Directors (or approving, if such authority is so delegated by our Boardthe most recent stockholder advisory vote on the frequency of Directors) with respect to the vote on executive compensation, and any incentive-compensationreviewing and equity-based plans that are subject to Board approvalapproving the proposals regarding the frequency of all of our other officers;

•        reviewing our executive compensation policies and plans;

•        implementing and administering our incentive compensation equity-based remuneration plans;

•        assisting management in complying with our proxy statement and annual report disclosure requirements;

•        approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

•        if required, producing a reportthe vote on executive compensation to be included in our annual meeting proxy statement;statements; and

•        reviewing evaluatingand discussing with management our Compensation Discussion and Analysis, and recommending to our Board that the Compensation Discussion and Analysis be approved for inclusion in our Annual Reports on Form 10-K, registration statements and our annual meeting proxy statements.

Under its charter, our Compensation Committee may form, and delegate authority to, subcommittees as appropriate. Our Compensation Committee reviews, discusses and assesses its own performance and composition at least annually. Our Compensation Committee also periodically reviews and assesses the adequacy of its charter, including its role and responsibilities as outlined in its charter, and recommends any proposed changes to our Board for its consideration and approval.

Our Compensation Committee held five meetings during fiscal year 2021 and acted by written consent one time during fiscal year 2021.

Compensation Committee Processes and Procedures

Typically, our Compensation Committee meets at least quarterly and with greater frequency if necessary. The agenda for each meeting is usually developed by the chairperson of our Compensation Committee, in consultation with the Chief Executive Officer. Our Compensation Committee meets regularly in executive session. However, from time to time, various members of management and other employees as well as outside advisors or consultants may be invited by our Compensation Committee to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation Committee meetings. The Chief Executive Officer may not participate in, or be present during, any deliberations or determinations of our Compensation Committee regarding his compensation or individual performance objectives. The charter of our Compensation Committee grants our Compensation Committee full access to all books, records, facilities and personnel of the Company. In addition, under the charter, our Compensation Committee has the authority to obtain, at the expense of the Company, advice and assistance from compensation consultants and internal and external legal, accounting or other advisors and other external resources that our Compensation Committee considers necessary or appropriate toin the remunerationperformance of its duties. Our Compensation Committee has direct responsibility for directors.

Notwithstanding the foregoing, as indicated below, other thanoversight of the base salary to Mr. Kapoor of $8,333.00 per month, no compensationwork of any kind, including finders, consultingconsultants or other similar fees, will be paid to any of our existing stockholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsibleadvisers engaged for the review and recommendationpurpose of any compensation arrangementsadvising our Compensation Committee. In particular, our Compensation Committee has the sole authority to be entered into in connection with such initial business combination.

The charter also provides that the compensation committee may,retain, in its sole discretion, retaincompensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. Under the charter, our Compensation Committee may select, or obtain thereceive advice offrom, a compensation

consultant, legal counsel or other adviser to our Compensation Committee, other than in-house legal counsel and willcertain other types of advisers, only after taking into consideration six factors, prescribed by the SEC and Nasdaq, that bear upon the adviser’s independence; however, there is no requirement that any adviser be directly responsibleindependent.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee consists of Mr. von Emster, Dr. French and Dr. Klein. The chairperson of our Nominating and Corporate Governance Committee is Mr. von Emster. Our Board has determined that each member of the Nominating and Corporate Governance Committee is independent under the listing standards of Nasdaq.

Specific responsibilities of our Nominating and Corporate Governance Committee include, among other things:

•        making recommendations to our Board regarding corporate governance issues;

•        identifying, reviewing and evaluating candidates to serve as directors (consistent with criteria approved by our Board);

•        determining the minimum qualifications for service on our Board;

•        reviewing and evaluating incumbent directors;

•        instituting and overseeing director orientation and director continuing education programs;

•        serving as a focal point for communication between candidates, non-committee directors and our management;

•        recommending to our Board for selection candidates to serve as nominees for director for the appointment, compensationannual meeting of stockholders;

•        making other recommendations to our Board regarding matters relating to the directors;

•        reviewing succession plans for our Chief Executive Officer and oversightour other executive officers;

•        reviewing and overseeing matters of corporate responsibility and sustainability, including potential long- and short-term trends and impacts to our business of environmental, social, and governance issues, and our public reporting on these topics; and

•        considering any recommendations for nominees and proposals submitted by stockholders.

Our Nominating and Corporate Governance Committee periodically reviews, discusses and assesses the performance of our Board and the committees of our Board. In fulfilling this responsibility, our Nominating and Corporate Governance Committee seeks input from senior management, our Board and others. In assessing our Board, our Nominating and Corporate Governance Committee evaluates the overall composition of our Board, our Board’s contribution as a whole and its effectiveness in serving our best interests and the best interests of our stockholders. Our Nominating and Corporate Governance Committee reviews, discusses and assesses its own performance and composition at least annually. Our Nominating and Corporate Governance Committee also periodically reviews and assesses the adequacy of its charter, including its role and responsibilities as outlined in its charter, and recommends any proposed changes to our Board for its consideration and approval.

Our Nominating and Corporate Governance Committee held two meetings during fiscal year 2021 and did not act by written consent during fiscal year 2021.

Compensation Committee Interlocks and Insider Participation

None of the workmembers of our Compensation Committee is currently or has been at any time one of our officers or employees. None of our executive officers currently serves, or has served during the last completed fiscal year, as a member of the board of directors or compensation committee of any such adviser. However, before engagingentity that has one or receiving advice frommore executive officers serving as a compensation consultant, external legal counselmember of our Board or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

A copy of the compensation committee charter is available, free of charge, from the Company by writing to the Company’s Chief Financial Officer, 1177 Avenue of the Americas, Floor 40, New York, New York, 10036.

Director Nominations

We do not have a standing nominating committee, though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules. In accordance with Rule 5605(e)(2) of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by the Board of Directors. The Board of Directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. TheCompensation Committee.

directors who shall participateIdentifying and Evaluating Director Nominees

Our Nominating and Corporate Governance Committee is responsible for identifying, reviewing, evaluating and recommending candidates for nomination to our Board, including candidates to fill any vacancies that may occur. Our Nominating and Corporate Governance Committee assesses the qualifications of candidates in the consideration and recommendation of director nominees are Messrs. Eshelman, Mario, Dolan and Reicin. In accordance with Rule 5605(e)(1)(A)light of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charterpolicies and principles in place.

Theour corporate governance guidelines and may also engage third-party search firms to identify director candidates. Our Nominating and Corporate Governance Committee may conduct interviews, detailed questionnaires and comprehensive background checks or use any other means that it deems appropriate to gather information to evaluate potential candidates. Based on the results of the evaluation process, our Nominating and Corporate Governance Committee recommends candidates to our Board of Directors will also considerfor approval as director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders). Our stockholders that wish to nominate a director for election to our Board. In assessing our Board, our Nominating and Corporate Governance Committee will evaluate the Board should follow the procedures set forth in our bylaws.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the Board of Directors considers educational background, diversity of professional experience, knowledgeoverall composition of our business, integrity, professional reputation, independence, wisdom,Board, our Board’s contribution as a whole and the ability to representits effectiveness in serving our best interests and the best interests of our stockholders.

Minimum Requirements

Our Nominating and Corporate Governance Committee believes that candidates for director should have certain minimum qualifications, including being able to read and understand basic financial statements, being over 21 years of age and having the highest personal integrity and ethics. Some of the qualifications that our Nominating and Corporate Governance Committee will also consider include, but are not limited to, such candidate’s (i) level of expertise, (ii) potential conflicts of interests or other commitments, (iii) demonstrated excellence in his or her field, (iv) ability to exercise sound business judgment, (v) diversity with respect to personal background, perspective and experience and (vi) commitment to rigorously representing the long-term interests of the Company’s stockholders. Our Nominating and Corporate Governance Committee also reviews director candidates in the context of the current size and composition of our Board, the operating requirements of the Company and the long-term interests of the Company’s stockholders. Although our Board does not maintain a specific policy with respect to board diversity, our Board values diversity as a factor in selecting nominees. Our Nominating and Corporate Governance Committee considers a broad range of backgrounds and experiences and may consider factors including gender, racial diversity, age, skills, and such other factors as it deems appropriate to maintain an appropriate balance of knowledge, experience and capability. In the case of incumbent directors whose terms of office are set to expire, our Nominating and Corporate Governance Committee reviews such directors’ overall service to the Company during their term, including the number of meetings attended, level of participation, quality of performance, and any other relationships and transactions that might impair such directors’ independence. In the case of new director candidates, our Nominating and Corporate Governance Committee also determines whether the nominee is independent for purposes of Nasdaq listing rules.

Stockholder Recommendations and Nominations to the Board of Directors

Stockholders may submit recommendations for director candidates to our Nominating and Corporate Governance Committee by sending the individual’s name and qualifications to our Corporate Secretary at Jasper Therapeutics, Inc., 2200 Bridge Pkwy Suite #102, Redwood City, CA 94065, who will forward all recommendations to our Nominating and Corporate Governance Committee. Our Nominating and Corporate Governance Committee will evaluate any candidates recommended by stockholders against the same criteria and pursuant to the same policies and procedures applicable to the evaluation of candidates proposed by directors or management.

Stockholder and Other Interested Party Communications

Our Board provides to every stockholder and any other interested parties the ability to communicate with our Board as a whole, and with individual directors on the Board, through an established process for stockholder communication. For a communication directed to our Board as a whole, stockholders and other interested parties may send such communication to our Corporate Secretary at Jasper Therapeutics, Inc., 2200 Bridge Pkwy Suite #102, Redwood City, CA 94065, Attn: Board of Directors c/o Corporate Secretary.

For a stockholder or other interested party communication directed to an individual director in his or her capacity as a member of our Board, stockholders and other interested parties may send such communication to the attention of the individual director at Jasper Therapeutics, Inc., 2200 Bridge Pkwy Suite #102, Redwood City, CA 94065, Attn: Name of Director.

Our Corporate Secretary, in consultation with appropriate members of our Board as necessary, will review all incoming communications and, if appropriate, all such communications will be forwarded to the appropriate member or members of our Board, or if none is specified, to the Chairperson of our Board.

Corporate Governance Guidelines and Code of Business Conduct and Ethics

Our Board has adopted corporate governance guidelines that address items such as the qualifications and responsibilities of our directors and director candidates and corporate governance policies and standards applicable to us in general. In addition, our Board has adopted a code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. Our code of business conduct and ethics is available under the “Investors-Corporate Governance” section of our website at ir.jaspertherapeutics.com/corporate-governance/documents-charters. In addition, we intend to post on our website all disclosures that are required by law or the listing standards of Nasdaq concerning any amendments to, or waivers from, any provision of the code. The reference to our website address does not constitute incorporation by reference of the information contained in or available or accessible through our website, and you should not consider it to be a part of this Proxy Statement.

Risk Management

Management is responsible for the day-to-day management of risks the Company faces, while our Board, as a whole and assisted by its committees, is responsible for the oversight of risk management. In its risk oversight role, our Board has the responsibility to satisfy itself that the risk management processes designed and implemented by management are appropriate and functioning as designed.

Our Board is responsible for risk oversight. Our Board believes that it is essential for effective risk management and oversight that there be open communication between management and our Board. Our Board meets with our Chief Executive Officer, Chief Financial Officer and other members of the senior management team at quarterly meetings of our Board, where, among other topics, they discuss strategy and risks facing the Company, as well as at such other times as they deemed appropriate.

Our Audit Committee Report*assists our Board in fulfilling its oversight responsibilities with respect to risk management in the areas of internal control over financial reporting, disclosure controls and procedures, and legal and regulatory compliance, and discusses with management and the independent auditor guidelines and policies with respect to risk assessment and risk management. Our Audit Committee also reviews our major financial risk exposures and the steps management has taken to monitor and control these exposures. Our Audit Committee also monitors certain key risks on a regular basis throughout the fiscal year, such as risk associated with internal control over financial reporting and liquidity risk. Our Compensation Committee assesses risks created by the incentives inherent in our compensation policies. Our Nominating and Corporate Governance Committee assists our Board in fulfilling its oversight responsibilities with respect to the management of risk associated with board organization, membership and structure, and corporate governance. Our full Board also reviews strategic and operational risk in the context of reports from the management team, receives reports on all significant committee activities at regular meetings of our Board, and evaluates the risks inherent in significant transactions.

Scientific Advisory Board

We have established a scientific advisory board. We regularly seek advice and input from these experienced scientific leaders on matters related to its research and development programs. Our scientific advisory board consists of experts across a range of key disciplines relevant to our programs and science. We intend to continue to leverage the broad expertise of our advisors by seeking their counsel on important topics relating to its research and development programs.

Non-Employee Director Compensation

In October 2021, our Board, upon the recommendation of our Compensation Committee, adopted our Non-Employee Director Compensation Policy for the compensation of our non-employee directors. During 2021, commencing in October 2021 but retroactive to September 24, 2021, each of our non-employee directors received annual retainers, subject to proration, for service on our Board and its committees as follows:

Non-Employee Director Compensation Table

The following table provides information regarding the total compensation that was earned by or paid to each of our non-employee directors during the year ended December 31, 2021. Mr. Lis, our former Chief Executive Officer and President, also previously served as our Executive Chairman, but did not receive any additional compensation for his service as a director in 2021. Mr. Lis’ compensation as a named executive officer is presented in “Executive Compensation — Summary Compensation Table” below.

PROPOSAL NO. 1
ELECTION OF DIRECTORS

Our Board is currently composed of seven members. In accordance with our Charter, our Board is divided into three staggered classes of directors. At the Annual Meeting, two Class I directors will be elected for a three-year term to succeed the same class whose term is then expiring.

Each director’s term continues until the election and qualification of his or her successor, or such director’s earlier death, resignation or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors. This classification of our Board may have the effect of delaying or preventing changes in the control of our Company.

Nominees

Our Nominating and Corporate Governance Committee has recommended, and our Board has approved, Mr. von Emster and Dr. Klein as nominees for election as Class I directors at the Annual Meeting. If elected, each of Mr. von Emster and Dr. Klein will serve as Class I directors until the 2025 annual meeting of stockholders and until their successors are duly elected and qualified. Each of the nominees is currently a director of our Company. For information concerning the nominees, please see the section titled “Board of Directors and Corporate Governance.”

If you are a stockholder of record and you sign your proxy card or vote over the Internet but do not give instructions with respect to the voting of directors, your shares will be voted “FOR” the election of each of Mr. von Emster and Dr. Klein. We expect that Mr. von Emster and Dr. Klein will each accept such nomination; however, in the event that a director nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee designated by our Board to fill such vacancy. If you are a street name stockholder and you do not give voting instructions to your broker or nominee, your broker will leave your shares unvoted on this matter, which will result in no effect on the vote for this matter.

Director Interest

Mr. von Emster and Dr. Klein have an interest in this Proposal No. 1, as each is currently a member of our Board.

Vote Required

The election of directors requires a plurality of the votes of the shares of our voting common stock present in person, by remote communication, if applicable, or represented by proxy at the Annual Meeting and entitled to vote thereon to be approved. Broker non-votes will have no effect on this proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF
EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.

PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our Audit Committee has appointed PricewaterhouseCoopers LLP, an independent registered public accounting firm, to audit our consolidated financial statements for our fiscal year ending December 31, 2022.

Notwithstanding the appointment of PricewaterhouseCoopers LLP, and even if our stockholders ratify the appointment, our Audit Committee, in its discretion, may appoint another independent registered public accounting firm at any time during our fiscal year if our Audit Committee believes that such a change would be in the best interests of our Company and our stockholders. At the Annual Meeting, our stockholders are being asked to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022. Our Audit Committee is submitting the appointment of PricewaterhouseCoopers LLP to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. Representatives of PricewaterhouseCoopers LLP will be present at the Annual Meeting, will have an opportunity to make a statement and will be available to respond to appropriate questions from our stockholders.

If our stockholders do not ratify the appointment of PricewaterhouseCoopers LLP, our Board may reconsider the appointment.

Change in Auditor

Effective upon the closing of the Business Combination, on September 24, 2021, our Audit Committee dismissed WithumSmith+Brown, PC (“Withum”), which served as AMHC’s independent registered public accounting firm prior to the Business Combination.

The report of Withum on the financial statements of AMHC as of December 31, 2019 and 2020 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles except for an explanatory paragraph in such report regarding substantial doubt about AMHC’s ability to continue as a going concern. During the fiscal years ended December 31, 2019 and 2020 and the subsequent interim period through September 24, 2021, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K) with Withum on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Withum, would have caused Withum to make reference to the subject matter of the disagreements in its reports covering such periods. In addition, no “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K, occurred within the period of Withum’s engagement and the subsequent interim period preceding Withum’s dismissal other than the material weakness in internal controls identified by management related to the accounting for warrants issued in connection with AMHC’s initial public offering, which resulted in the restatement of AMHC’s financial statements as set forth in Amendment No. 1 to AMHC’s Form 10-K for the year ended December 31, 2020, as filed with the SEC on May 24, 2021.

We previously provided Withum with a copy of the disclosures regarding the dismissal reproduced in this Proxy Statement and received a letter from Withum addressed to the SEC dated September 29, 2021, which was filed as Exhibit 16.1 to our Current Report on Form 8-K filed with the SEC on September 29, 2021, stating whether it agrees with such disclosures, and, if not, stating the respects in which is does not agree.

Fees Paid to the Independent Registered Public Accounting Firm

The following table presents fees for professional audit services and other services rendered by PricewaterhouseCoopers LLP to our Company and Old Jasper for our fiscal years ended December 31, 2021 and December 31, 2020 (in thousands).

(2)      Audit fees consist of fees billed for professional services by PricewaterhouseCoopers LLP for financial statement audit and review services that are customary under generally accepted auditing standards or that are customary for the purpose of rendering an opinion or review report on the financial statements. The 2021 audit fees for PricewaterhouseCoopers LLP also include fees of $1,210,000 related to services performed in connection with the Business Combination, which was completed in September 2021.

(3)      These amounts represent a blended fee for the audit of 2020 and 2019 financial statements and the review of quarterly financial statements for 2020, which were performed concurrently in connection with the Business Combination, which was completed in September 2021.

Auditor Independence

In our fiscal year ended December 31, 2021, there were no other professional services provided by PricewaterhouseCoopers LLP, other than those listed above, that would have required our Audit Committee to consider their compatibility with maintaining the independence of PricewaterhouseCoopers LLP.

Pre-Approval Policies and Procedures

Our Audit Committee is required to pre-approve the audit and non-audit services performed by our independent registered public accounting firm in order to assure that the provision of such services does not impair the auditor’s independence. Any proposed services exceeding pre-approved cost levels require specific pre-approval by our Audit Committee.

Our Audit Committee at least annually reviews and provides general pre-approval for the services that may be provided by the independent registered public accounting firm. The term of the general pre-approval is 12 months from the date of approval, unless our Audit Committee specifically provides for a different period. If our Audit Committee has not provided general pre-approval, then the type of service requires specific pre-approval by our Audit Committee.

Pursuant to its Charter, our Audit Committee has delegated pre-approval authority to the Chairperson of our Audit Committee so long as any such pre-approval decisions are presented to the full Audit Committee at its next scheduled meeting. All services performed and related fees billed by PricewaterhouseCoopers during fiscal year 2021 were pre-approved by our Audit Committee pursuant to regulations of the SEC.

Vote Required

The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022 requires the affirmative vote of the majority of the shares of our voting common stock present in person or by remote communication, if applicable, or represented by proxy at the Annual Meeting and entitled to vote thereon. Abstentions will have the effect of a vote against this proposal, and broker non-votes will have no effect.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee is a committee has of the Board of Directors comprised solely of independent directors as required by the listing standards of The Nasdaq Stock Market LLC and the rules and regulations of the SEC.

In the performance of its oversight function, the Audit Committee has:

•        reviewed and discussed ourthe audited financial statements with management and has PricewaterhouseCoopers LLP;

•        discussed with our independent registered public accounting firmPricewaterhouseCoopers LLP the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (Codificationthe applicable requirements of Statements on Auditing Standards, AU 380), as adopted by the Public Company Accounting Oversight Board (the “PCAOB”(“PCAOB”) in Rule 3200T. Additionally,and the audit committee has SEC; and

•        received the written disclosures and the letter from our independent registered public accounting firm, asPricewaterhouseCoopers LLP required by the applicable requirements of the PCAOB regarding their communications with the Audit Committee concerning independence, and has discussed with them their independence.

Based on the independent registered public accounting firm the independent registered public accounting firm’s independence. Based upon suchAudit Committee’s review and discussion,discussions with management and PricewaterhouseCoopers LLP, the audit committeeAudit Committee recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the last fiscal year ended December 31, 2021 for filing with the SEC.

Submitted by:

Respectfully submitted by the members of the Audit Committee of the Board of Directors
Glenn Reicin
Peter Dolan
Ernest MarioDirectors:

AUDIT COMMITTEE

Christian Nolet, Compensation Committee Interlocks and Insider ParticipationChairperson

NoneAnna French, D.Phil.

Kurt von Emster

The foregoing report of our officers currently serves,the Audit Committee is required by the SEC, is not “soliciting material,” and, in the past year have not served, as a member of the compensation committee of any entity that has one or more officers serving on our Board of Directors.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our officers, directors and persons who beneficially own more than ten percent of our common stock to file reports of ownership and changes in ownershipaccordance with the SEC. These reporting persons are also required to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of such forms, we believe that during the year ended December 31, 2019 there were no delinquent filers.

Code of Ethics

We have adopted a Code of Ethics applicable to our directors, officers and employees. We have filed our Code of Ethics as an exhibit to the registration statement filed in connection with our initial public offering. You can review our Code of Ethics by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code of Ethicsrules, will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

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*        The information contained in this Audit Committee Report shall not be deemed to be “soliciting material” or “filed”part of or incorporated by reference in future filings withby any general statement incorporating by reference this Proxy Statement into any filing under the SEC,Securities Act of 1933, as amended (the “Securities Act”), or subject to the liabilities of Section 18 ofunder the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except to the extent that the Companywe specifically requests that theincorporate this information be treated as soliciting material or specifically incorporates it by reference, into a document filedand will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act of 1933, as amended or the Exchange Act.

Executive CompensationEXECUTIVE OFFICERS

ExceptThe following table identifies certain information about our executive officers as of April 29, 2022. Our executive officers are appointed by, and serve at the discretion of, our Board and hold office until his successor is duly elected and qualified or until his earlier resignation or removal. There are no family relationships among any of our directors or executive officers.

Executive Officers

Ronald A. Martell.    Please see the section titled “Board of Directors and Corporate Governance Continuing Directors” above for Mr. Kapoor, noneMartell’s biography.

Jeet Mahal.    Mr. Mahal has served as our Chief Financial Officer and Chief Operating Officer since March 2022, and has served as our Corporate Secretary since September 2021. He served as our Chief Financial and Business Officer from September 2021 to March 2022. Prior to that, Mr. Mahal had served as Old Jasper’s Chief Financial and Business Officer since December 2019. Prior to joining Old Jasper, Mr. Mahal worked at Portola Pharmaceuticals, Inc. from August 2008 to December 2019, where Mr. Mahal held a number of positions of increasing leadership, most recently as Vice President, Strategic Marketing from January 2019 to December 2019 and Vice President, Business Development from February 2013 to December 2018. While at Portola Pharmaceuticals, Inc., Mr. Mahal led the execution of multiple business development partnerships for Andexxa®, Bevyxxa® and cerdulatinib. Mr. Mahal also played a key role in the company’s equity financings, including its initial public offering and multiple royalty transactions. Earlier in his career, from January 2006 to September 2008, Mr. Mahal was Director, Business and New Product Development, at Johnson & Johnson on the cardiovascular in-licensing and Xarelto® product development teams. Mr. Mahal started his career in the drug development laboratories at COR Therapeutics. Mr. Mahal holds a Bachelor’s degree in Molecular and Cell Biology from U.C. Berkeley, a Master’s degree in Engineering from North Carolina State University, a Master’s degree in Molecular and Cell Biology from the Illinois Institute of Technology and an MBA from Duke University.

Kevin N. Heller, M.D.    Dr. Heller has served as our Executive Vice President, Research and Development since September 2021. Prior to that, Dr. Heller had served as Old Jasper’s Executive Vice President, Research and Development since August 2020. Prior to joining Old Jasper, Dr. Heller was Chief Medical Officer at NextCure, Inc., a biotechnology company developing immunotherapy-based biologics for cancer and other diseases, from April 2018 to August 2020. Before that, from May 2015 to April 2018, Dr. Heller was Vice President and head of antibody clinical development at Incyte Corporation, coordinating immunotherapy clinical development strategies for multiple antibody programs. Dr. Heller joined Incyte from AstraZeneca plc, where Dr. Heller was Senior Medical Director from May 2013 to May 2015, overseeing global medicines development in oncology. Dr. Heller began his biopharma industry experience at Bristol Myers Squibb from July 2007 to June 2013, where he led early development programs and was responsible for authoring and managing first-in-human clinical trials. Dr. Heller’s most recent position at BMS was Global Lead for Oncology Search and Evaluation from July 2011 to June 2013, where he was responsible for leading a team matrix across disciplines during due diligence activities and preparing recommendations for possible acquisitions. Dr. Heller is currently Adjunct Professor of Medicine at Yale School of Medicine. He also serves as an industry advisor to CureSearch, an organization committed to childhood cancer research and the National Leadership Council for Society for Science. Dr. Heller received a Bachelor’s degree in molecular biophysics and biochemistry from Yale University and a medical degree from George Washington University. Dr. Heller trained in pediatrics at the Children’s Hospital of Buffalo and pediatric hematology/oncology at Memorial Sloan Kettering Cancer Center. Following his fellowship, Dr. Heller joined the faculty of the Rockefeller University as Instructor and subsequently Chief Clinical Scholar of Clinical Investigation.

EXECUTIVE COMPENSATION

Overview

Our named executive officers for the year ended December 31, 2021 were:

•        William Lis, our Executive Chairman and our Chief Executive Officer and President during 2021;

•        Kevin N. Heller, M.D., our Executive Vice President, Research and Development; and

•        Jeet Mahal, our Chief Financial Officer, Chief Operating Officer and Corporate Secretary.

Executive Summary

The following is a discussion and analysis of compensation arrangements of our officers hasthree named executive officers. This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. As an “emerging growth company” as defined in the JOBS Act, we are not required to include a Compensation Discussion and Analysis section and have elected to comply with the scaled disclosure requirements applicable to emerging growth companies.

2021 Financial and Performance Highlights

Our financial and performance highlights during 2021 include the following:

•        Business Combination:    We completed our Business Combination with AMHC on September 24, 2021 and became publicly listed on September 27, 2021.

•        Successful Capital Raise:    We received $100 million in gross proceeds through the closing of a private investment in a public entity (PIPE) financing effectuated in connection with the Business Combination.

•        Clinical Milestones:    We enrolled participants in JSP191 studies related to acute myeloid leukemia/myelodysplastic syndrome and severe combined immunodeficiency, respectively; we initiated a new Phase 1/2 clinical trial with the National Cancer Institute; and we completed successful therapeutic stem cell program in-vitro experiments.

•        Research Partnerships:    We entered into non-exclusive research collaborations with Aruvant Sciences, Inc. to evaluate JSP191 in Sickle Cell Disease gene therapy studies and with AVROBIO, Inc. to evaluate JSP191 in Fabry disease and Gaucher disease gene therapy studies.

Compensation Philosophy and Practices

To achieve our goals, we have designed, and intend to modify as necessary, our compensation and benefits programs to attract, retain, incentivize and reward deeply talented and qualified executives who share our philosophy and desire to work towards achieving our goals. We believe our compensation programs should promote the success of our Company and align executive incentives with the long-term interests of our stockholders. This section provides an overview of our executive compensation programs, including a narrative description of the material factors necessary to understand the information disclosed in the summary compensation table below.

Prohibition on Hedging and Pledging Transactions

Our insider trading policy prohibits any cashdirector, employee (including our executive officers) or consultant to our Company from, among other things, engaging in short sales, transactions in put or call options, hedging transactions, margin accounts, or other inherently speculative transactions with respect to our securities at any time. Our directors, employees (including our executive officers), and consultants are also not permitted to pledge our securities as collateral for a loan.

Emerging Growth Company Status

As of December 31, 2021, we are an “emerging growth company,” as defined in the JOBS Act. As an emerging growth company, we are exempt from certain requirements related to executive compensation, for services renderedincluding, but not limited to, us.the requirements to hold a nonbinding advisory vote on executive compensation and to provide information relating to the ratio of total compensation of our Chief Executive Officer to the median of the annual total compensation of all of our employees, each as required by the Investor Protection and Securities Reform Act of 2010, which is part

of the Dodd-Frank Wall Street Reform and Consumer Protection Act. We paywill remain an emerging growth company until the earliest of (i) December 31, 2024, (ii) the last day of the first fiscal year in which our annual gross revenue is $1.07 billion or more, (iii) the date on which we have, during the previous rolling three-year period, issued more than $1 billion in non-convertible debt securities, or (iv) the date on which we are deemed to be a “large accelerated filer” as defined in the Exchange Act.

Individual Compensation Elements

During 2021, the principal elements of our executive compensation program were as follows:

Base Salaries

We use base salaries to recognize the experience, skills, knowledge and responsibilities required of all our employees, including our named executive officers. Base salaries are reviewed annually, typically in connection with our annual performance review process, and adjusted from time to time to realign salaries with market levels after taking into account individual responsibilities, performance and experience. During 2021, Mr. KapoorLis earned a monthly base salary of $8,333. Contingent$430,000 from January 1, 2021 to February 28, 2021, which was increased to $434,194 on March 1, 2021. Effective September 24, 2021, Mr. Lis’ base salary was further increased to $530,000 in connection with the consummation of the Business Combination. Dr. Heller earned a base salary of $450,000 from January 1, 2021 to February 28, 2021, which was increased to $455,275 on March 1, 2021. Mr. Mahal earned a base salary of $330,000 from January 1, 2021 to February 28, 2021, which was increased to $341,550 on March 1, 2021. Effective September 24, 2021, Mr. Mahal’s base salary was further increased to $400,000 in connection with the consummation of the Business Combination.

Annual Cash Incentive Bonuses

We pay cash bonuses to reward our executives for their performance over the fiscal year, based on an analysis by our Board or our Compensation Committee of our executives’ performance during the year. During 2021, Mr. Lis’ annual bonus target was initially equal to 40% of his continuousannual base salary, which was increased to 50% of his annual base salary effective September 24, 2021. Dr. Heller’s annual bonus target during 2021 was 40% of his annual base salary. Mr. Mahal’s annual bonus target was initially equal to 30% of his annual base salary, which was increased to 40% of his annual base salary effective September 24, 2021.

In 2021, our Board adopted corporate performance goals for the 2021 bonus program for our employees based on milestones that primarily included: (1) clinical activities for our AML program, SCID program and auto-immune program; (2) chemistry, manufacturing and controls activities; (3) research and development activities for our eHSC program; and (4) financing milestones. Our Compensation Committee determined that the total attainment rate for 2021 was 90%. For 2021, Mr. Lis received a $220,000 bonus, Dr. Heller received a $163,592 bonus and Mr. Mahal received a $105,759 bonus. The bonus amounts for Dr. Heller and Mr. Mahal were determined based on the base salary earned by each executive officer for the calendar year multiplied by their bonus target percentage and the 90% achievement level. Mr. Lis’ bonus was higher than his bonus target percentage at the 90% achievement level. In determining his bonus amount, the Compensation Committee recognized Mr. Lis’ significant contributions to our Company during 2021, including the leading the successful completion of the Business Combination.

Long-Term Equity Incentives

We believe equity awards are a critical element of our executive compensation programs as they provide an incentive for our executives to focus on driving growth in our stock price and long-term stockholder value creation, and help us to attract and retain key talent in a competitive market. Specifically, the granting of stock options helps ensure that the interests of our executive officers are aligned with those of our stockholders as the options only have value if the value of our stock increases after the date the option is granted.

Other Elements of Compensation

Perquisites, Health, Welfare and Retirement Benefits

Our executive officers, during their employment with us, are eligible to participate in our employee benefit plans, including our medical and dental insurance plans, in each case on the same basis as all of our other employees. We generally do not provide perquisites or personal benefits to our named executive officers, except in limited

circumstances. We do, however, cover a certain portion of the premiums for medical and dental insurance for all of our employees, including our named executive officers. Our Board may elect to adopt qualified or nonqualified benefit plans in the future if it determines that doing so is in our best interests.

401(k) Plan

We currently maintain a 401(k) retirement savings plan for our employees, including our named executive officers, who satisfy certain eligibility requirements. The 401(k) plan is intended to qualify as a tax qualified plan under the Internal Revenue Code. Our named executive officer are eligible to participate in the 401(k) plan on the same basis as our other employees. The Internal Revenue Code allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis (or post-tax basis through a Roth 401(k) election) through contributions to the 401(k) plan. We did not provide any matching contributions under our 401(k) Plan during the year ended December 31, 2021.

Pension Benefits

Our named executive officers did not participate in, or otherwise receive any benefits under, any pension or retirement plan sponsored by us during the year ended December 31, 2021.

Nonqualified Deferred Compensation

Our named executive officers did not participate in, or earn any benefits under, any nonqualified deferred compensation plan sponsored by us during the year ended December 31, 2021. Our Board may elect to provide our officers and other employees with nonqualified deferred compensation benefits in the future if it determines that doing so is in our best interests.

No Tax Gross-Ups

In 2021, we did not make gross-up payments to cover our named executive officers’ personal income taxes that pertained to any of the compensation, perquisites or personal benefits paid or provided by us.

Summary Compensation Table

The following table presents all of the compensation awarded to, earned by or paid to our named executive officers during the years ended December 31, 2021 and 2020, respectively:

(2)      Mr. Lis earned a base salary of $430,000 from January 1, 2021 to February 28, 2021, which was increased to $434,194 on March 1, 2021. Effective September 24, 2021, Mr. Lis’ base salary was further increased to $530,000 in connection with the consummation of the Business Combination. Mr. Lis transitioned to serve as non-employee Chairperson of our Board effective March 15, 2022.

(3)      Dr. Heller’s service to Old Jasper commenced on August 10, 2020. The salary and bonus indicated in the table with respect to 2020 are the amounts paid out in full, and do not represent the full year salary and bonus indicated in Dr. Heller’s offer letter prior to prorating. Dr. Heller earned a base salary of $450,000 from January 1, 2021 to February 28, 2021, which was increased to $455,275 on March 1, 2021.

(4)      Mr. Mahal earned a base salary of $330,000 from January 1, 2021 to February 28, 2021, which was increased to $341,550 on March 1, 2021. Effective September 24, 2021, Mr. Mahal’s base salary was further increased to $400,000 in connection with the consummation of the Business Combination. Mr. Mahal was promoted to our Chief Operating Officer and Chief Financial Officer effective March 21, 2022. Prior to such time, he served as our Chief Financial Officer and Chief Business Officer.

(5)      Represents a bonus payment made during fiscal year 2022 based on our Company’s performance during 2021.

Employment Arrangements with Named Executive Officers

The employment agreements and offer letters with our named executive officers generally provide for at-will employment and set forth the executive officer’s initial base salary, applicable signing bonuses, eligibility for employee benefits and confirmation of the terms of previously issued equity grants, and for our former Executive Chairman and Chief Executive Officer, severance benefits on a qualifying termination of employment or resignation. In addition, each of our named executive officers has executed our standard confidential information and invention assignment agreement. The key terms of these agreements are described below.

Former Employment Agreement with William Lis

In connection with the closing of the Business Combination, on September 24, 2021, we entered into an Employment Agreement with William Lis (the “Lis Employment Agreement”) as our Executive Chairman and Chief Executive Officer. The Lis Employment Agreement initially provided for an annual base salary of $530,000, subject to adjustment from time to time (the “Lis Base Salary”), and a target annual incentive bonus of 50% of the Lis Base Salary. Pursuant to the Lis Employment Agreement, on March 21, 2022, Mr. Lis was granted: (i) an option to purchase 89,972 shares of our voting common stock pursuant to the 2021 Plan (the “Lis Option”), and (ii) a restricted stock unit award with respect to 89,972 shares of our voting common stock pursuant to the 2021 Plan. The Lis Option vests as follows: 25% of the shares were vested on the grant date, 25% of the shares vested on March 24, 2022 and 25% of the shares will vest on each of September 24, 2022 and March 24, 2023, subject to Mr. Lis’ continued service to the Company on each vesting date. The restricted stock unit award vests as follows: 50% of the shares will vest on June 24, 2022 and 50% of the shares will vest on June 27, 2022, subject to Mr. KapoorLis’ continued service to the Company on each vesting date. Mr. Lis’ employment with us was at-will, meaning either we or Mr. Lis could terminate the employment relationship with or without cause. Mr. Lis also was eligible to participate in the benefit plans that were generally available to all of our executive employees. The Lis Employment Agreement terminated effective March 15, 2022.

Service Agreement with William Lis

On March 7, 2022, in connection with the appointment of Ronald Martell as our President and Chief Executive Officer, we entered into a Service Agreement with Mr. Lis (the “Lis Service Agreement”), pursuant to which Mr. Lis’ employment with us was terminated as of March 15, 2022. The Lis Service Agreement also provides that Mr. Lis will continue serve as a Class III director of the Company and will commence serving as a non-employee Chairperson of our Board. Mr. Lis’ service as Chairperson will be for an initial period of 12 months, which term may be extended by mutual agreement of Mr. Lis and the Company. During the period of Mr. Lis’ service as Chairperson of the Board, Mr. Lis will be paid, in equal monthly installments, an annual fee of $250,000 (the “Annual Fee”). The Lis Service Agreement further provides that for the period commencing on the termination of Mr. Lis’ service on the Board (the “Final Board Date”) through the later to occur of (a) 12 months after the Final Board Date or (b) March 15, 2024, Mr. Lis will provide consulting services to the Company, for which Mr. Lis will be paid a monthly consulting fee equal to $12,250 (the “Monthly Fee”). Pursuant to the Lis Service Agreement, on March 21, 2022, Mr. Lis was granted an option to purchase 100,000 shares of our voting common stock (the “New Lis Option”), measured as of the date of grant. The New Lis Option will vest over 12 months, commencing on March 15, 2022, in 12 substantially equal monthly installments, subject in each case to Mr. Lis’ continued service to the Company on each vesting date. The New Lis Option was granted to Mr. Lis pursuant to the 2021 Plan on March 21, 2022.

Mr. Lis’ outstanding equity awards, including the New Lis Option, will continue to vest in accordance with the terms and conditions of the applicable award agreement governing each equity award. In addition, the Lis Service Agreement provides that, if Mr. Lis’ service to the Company is terminated by the Company without “Cause” (as defined in the Lis Service Agreement), then Mr. Lis shall be entitled to receive installments of the Annual Fee through the end of the then-applicable term, minus any amounts of the Monthly Fee payable for any particular month, and the New Lis Option shall vest in full. Mr. Lis will no longer participate in our employee severance plan applicable to executive committee members. Pursuant to the Lis Service Agreement, we also agreed to pay COBRA premiums for Mr. Lis and his covered dependents until the earliest of the following: (i) the close of the eighteen (18) month period following the termination Mr. Lis’ employment with us; (ii) the expiration of Mr. Lis’ eligibility for the continuation coverage under COBRA; or (iii) the date when Mr. Lis becomes eligible for substantially equivalent health insurance coverage in connection with new employment.

Employment Agreement with Kevin N. Heller, M.D.

In connection with the closing of the Business Combination, on September 24, 2021, we entered into an Employment Agreement with Kevin N. Heller, M.D. (the “Heller Employment Agreement”) as our Executive Vice President, Research and Development. The Heller Employment Agreement initially provides for an annual base salary of $455,275, subject to adjustment from time to time (the “Heller Base Salary”), and a target annual incentive bonus of 40% of the Heller Base Salary. Pursuant to the Heller Employment Agreement, Dr. Heller is also eligible to participate in the benefit plans that are generally available to all of our executive employees. Dr. Heller’s employment with us is at-will, meaning either we or Dr. Heller may terminate the employment relationship with or without cause. However, Dr. Heller must provide at least 30 days’ advance written notice of any termination of his employment under the Heller Employment Agreement.

Dr. Heller will also continue to be eligible for payments and benefits under the Severance Plan.

On March 17, 2022, we and Dr. Heller entered into a Separation Agreement and General Release of All Claims (the “Heller Separation Agreement”), whereby Dr. Heller’s employment with us will terminate, effective May 17, 2022 (the “Separation Date”). Pursuant to the Heller Separation Agreement, subject to, and contingent upon, Dr. Heller’s execution of a full and complete release of any and all claims against us and certain related parties (the “Release”) within five days of the Separation Date, (i) we will engage Dr. Heller as a consultant during the period from May 18, 2022 until the earlier to occur of March 19, 2023 or the date on which Dr. Heller secures new employment or the Release is terminated (the “Heller Consulting Period”), (ii) during the Heller Consulting Period, Dr. Heller will receive compensation payable at a rate of approximately $37,939 per month and we will pay Dr. Heller’s COBRA premiums and (iii) during the Heller Consulting Period, Dr. Heller’s outstanding equity awards will continue to vest pursuant to their current vesting schedules unless and until Dr. Heller secures new employment, upon which Dr. Heller’s outstanding equity awards that would have vested through March 19, 2023 will be deemed fully vested. The Heller Separation Agreement further provides that Dr. Heller is subject to certain continuing obligations and restrictions in favor of our Company.

Employment Agreement with Jeet Mahal

In connection with the closing of the Business Combination, on September 24, 2021, we entered into an Employment Agreement with Jeet Mahal (the “Mahal Employment Agreement”) as our Chief Financial Officer and Business Officer. The Mahal Employment Agreement initially provides for an annual base salary of $400,000, subject to adjustment from time to time (the “Mahal Base Salary”), and a target annual incentive bonus of 40% of the Mahal Base Salary. In accordance with the Mahal Employment Agreement, on March 21, 2022, Mr. Mahal was granted an option to purchase 87,272 shares of our voting common stock pursuant to the 2021 Plan, which option will vest over four years, with 25% of the total number of shares vesting on March 21, 2023 and 1/48th of the total number of shares subject to the option vesting monthly thereafter, subject in each case to Mr. Mahal’s continued service to the Company on each vesting date. Effective March 21, 2022, Mr. Mahal was promoted to the role of the Company’s Chief Operating Officer and Chief Financial Officer, at which time his annual base salary was increased to $445,000 and his target bonus percentage was increased to 45%.

Pursuant to the Mahal Employment Agreement, Mr. Mahal is also eligible to participate in the benefit plans that are generally available to all of our executive employees. Mr. Mahal also is eligible to participate in the benefit plans that are generally available to all of our executive employees. Mr. Mahal’s employment with us is at-will, meaning either we or Mr. Mahal may terminate the employment relationship with or without cause. However, Mr. Mahal must provide at least 30 days’ advance written notice of any termination of his employment under the Mahal Employment Agreement. Mr. Mahal is also eligible for payments and benefits under the Severance Plan (as defined below).

Employee Severance Plan

Under our Severance Plan applicable to Mr. Mahal and other executive committee members, which became effective in February 2021, upon a named executive officer’s termination by us without “cause” (as defined in the Severance Plan) or a resignation by a named executive officer for “good reason” (as defined in the Severance Plan) within 24 months after a change in control (as defined in the Severance Plan, provided that the Business Combination was excluded from the definition of a change in control), the named executive officer will be eligible to receive (i) any earned but unpaid salary, unpaid and eligible expense reimbursements, accrued but unused vacation, and any vested benefits such named executive officer may have under any of our employee benefit plans, (ii) continued payment of the named executive officer’s base salary for 12 months following termination (less applicable tax withholdings), and (iii) full acceleration of vesting of any equity awards subject to any maximum term (with any vesting based on satisfaction of performance objectives deemed satisfied at 100% of target); provided that, in each case of (ii) and (iii), the terminated named executive officer executes a oneseparation agreement satisfactory to us containing, but not limited to, a general release of claims, a non-time-disparagement bonusclause and reaffirmation of such individual’s post-termination restrictive covenants.

Outstanding Equity Awards as of December 31, 2021

The following table presents the outstanding equity incentive plan awards held by each named executive officer as of December 31, 2021.

EQUITY COMPENSATION PLAN INFORMATION

As of December 31, 2021, the Company’s 2021 Plan and the Company’s 2021 Employee Stock Purchase Plan (the “ESPP”) were the only compensation plans under which securities of the Company were authorized for future grant. Each of the 2021 Plan and the ESPP were approved by our stockholders. In 2021, the 2019 EIP, which was adopted by Old Jasper’s board of directors and stockholders on November 18, 2019, terminated prior to and contingent upon the consummation of the Business Combination. However, the 2019 EIP continues to govern awards outstanding thereunder. The following table provides information as of December 31, 2021 with respect to the Company’s existing and predecessor plans.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regardingabout the beneficial ownership of our common stock as of November 27, 2020 based on information obtained from the persons named below, with respect to the beneficial ownership of shares of our common stock, by:April 11, 2022 for:

•        each person or group known byto us to be the beneficial owner ofwho beneficially owns more than 5% of our outstanding shares of common stock;

•        each of our directors and nominees for director;

•        each of our named executive officers and directors that beneficially owns shares of our common stock;named in “Executive Compensation”; and

•        all of our directors and executive officers and directors as a group.

Unless otherwise indicated,Each stockholder’s percentage ownership is based on 36,579,553 shares of our voting common stock and 1,296,022 shares of our non-voting common stock outstanding as of April 11, 2022. Beneficial ownership for the purposes of the following table is determined in accordance with the rules and regulations of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof or has the right to acquire such powers within 60 days. Common stock subject to options that are currently exercisable or exercisable within 60 days of April 11, 2022 are deemed to be outstanding and beneficially owned by the person holding the options. These shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Except as disclosed in the footnotes to this table and subject to applicable community property laws, we believe that all persons namedeach stockholder identified in the table havepossesses sole voting and investment power with respect toover all shares of common stock shown as beneficially owned by them.the stockholder.

Hoffen, AMHC’s former Chairman, and Kenneth Clifford, AMHC’s former Chief Financial Officer, are partners of Metalmark indirectly control Metalmark Capital HoldingsII LLC, which is the general partner of Metalmark Capital Partners III GP, L.P., itself the solemanaging member of Metalmark Amplitude Healthcare Holdings LLC; Howard Hoffen, our Chairman, and Kenneth Clifford, our Chief Financial Officer, are partners of Metalmark.LLC. Each of Messrs. Hoffen and Clifford disclaim any beneficial ownership of the reported shares other than to the extent of their respective pecuniary interest therein, directly or indirectly. BalaBalaji Venkataraman, ourAMHC’s former Chief Executive Officer, is the managing member of Avego Healthcare Capital Holdings, LLC, which is the general partner of Avego Healthcare Capital, L.P., a managing member of our sponsor.Amplitude Healthcare Holdings LLC. Mr. Venkataraman disclaims any beneficial ownership of the reported shares other than to the extent of his pecuniary interest therein, directly or indirectly. In addition, each of ourHoward Hoffen, Balaji Venkataraman, Kenneth Clifford, Vishal Kapoor, Frederic N. Eshelman, Ernest Mario, Peter Dolan and Glenn Reicin, former directors and officers and directorsof AMHC, is a member of our sponsorAmplitude Healthcare Holdings LLC and accordingly has pecuniary interest in the shares reported herein. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. 1,050,000 of the 2,300,000 shares of our voting common stock held of record by Amplitude Healthcare Holdings LLC are currently held in escrow, pursuant to which (A) 250,000 shares will be released from escrow if, during the period from and after the closing of the Business Combination until the third anniversary of the closing of the Business Combination (the “Earnout Period”), over twenty (20) trading days within any thirty (30) day consecutive trading day period, the volume-weighted average purchase price of our voting common stock (the “Applicable VWAP”) is greater than or equal to $11.50, (B) 500,000 of the shares will be released if, during the Earnout Period, the Applicable VWAP is greater than or equal to $15.00, and (C) 300,000 of the shares will be released if, during the Earnout Period, the Applicable VWAP is greater than or equal to $18.00. The address of Amplitude Healthcare Holdings LLC is 1177 Avenue of the Americas, Fl 40, New York, NY 10036.

(2)      Abingworth Bioventures VII LP (“ABV VII”) is the record holder of shares of our voting common stock reported herein. Abingworth Bioventures VII GP LP, a Scottish limited partnership, serves as the general partner of ABV VII. Abingworth General Partner VII LLP, an English limited liability partnership (together with Abingworth Bioventures VII GP LP, the “General Partners”), serves as the general partner of Abingworth Bioventures VII GP LP. ABV VII (acting by its general partner Abingworth Bioventures VII GP LP, acting by its general partner Abingworth General Partner VII LLP) has delegated to Abingworth LLP (“Abingworth”) all investment and dispositive power over the securities held by ABV VII. An investment committee of Abingworth, currently comprised of Timothy Haines, Kurt von Emster, a member of our Board, Bali Muralidhar, Andrew Sinclair and Genghis Lloyd-Harris (collectively the “Investment Committee”), approves investment and voting decisions by a specified majority vote, and no individual member has the sole control or voting power over the securities held by ABV VII. Each of Abingworth, Abingworth Bioventures VII GP LP, Abingworth General Partner VII LLP, and each member of the Investment Committee disclaims beneficial ownership of the shares of voting common stock held by ABV VII. The address of Abingworth Bioventures VII LP is 38 Jermyn Street, London, SW1Y6DN, UK.

(3)      The mailing address of Amgen Inc. is One Amgen Center Drive, Thousand Oaks, CA 91320. Amgen Inc. and Jasper Tx. Corp. are parties to that certain Exclusive License Agreement dated November 21, 2019.

(4)      Consists of (i) 2,464,504 shares of our voting common stock held by Citadel Multi-Strategy Equities Master Fund Ltd. (“CEMF”), (ii) 515,000 shares of our voting common stock held by Citadel CEMF Investments Ltd. (“CEMF Investments”), (iii) 6,501 shares of our Common Stock held by Citadel Equity Fund Ltd. (“CEFL”), (iv) 72,799 shares of our Common Stock held by Citadel Securities LLC and related parties, and (v) a portion of the 1,296,022 shares of our non-voting common stock held by CEMF. In accordance with our Charter, in no event shall the holder of shares of class of non-voting common stock be entitled to convert such shares into our voting common stock for any number of shares of our voting common stock that, upon giving effect to such exercise, would cause the aggregate number of shares of our voting common stock owned by the holder and its affiliates to exceed 9.9% of the outstanding shares of our voting common stock immediately after giving effect to such conversion (the “Beneficial Ownership Limitation”). As of April 11, 2022, the number of shares of our voting common stock deemed beneficially owned by CEMF included 624,385 shares of our voting common stock issuable upon the conversion of 624,385 shares of our non-voting common stock, which is the maximum number of shares of our voting common stock issuable to CEMF upon conversion of our non-voting common stock as of April 11, 2022, after giving effect to the Beneficial Ownership Limitation. CEMF Investments is a wholly-owned subsidiary of CEMF. Citadel Advisors LLC (“Citadel Advisors”) is the portfolio manager for CEMF, CEMF Investments and CEFL. Citadel Advisors Holdings LP (“CAH”) is the sole member of Citadel Advisors. Citadel GP LLC (“CGP”) is the general partner of CAH. Citadel Securities Group LP (“CALC4”) is the non-member manager of Citadel Securities LLC. Citadel Securities GP LLC (“CSGP”) is the general partner of CALC4. Mr. Kenneth Griffin is the President and Chief Executive Officer of CGP, and owns a controlling interest in CGP and CSGP. Mr. Griffin, as the owner of a controlling interest in CGP and CSGP, may be deemed to have shared power to vote or direct the vote of, and/or shared power to dispose or direct the disposition of, the shares identified above. The foregoing shall not be construed as an admission that Mr. Griffin or any of the Citadel related entities listed above is the beneficial owner of any securities referenced herein other than the securities actually owned by such person (if any). The address of Citadel Advisors LLC is 601 Lexington Avenue, New York, NY 10022.

(5)      Qiming U.S. Healthcare Fund II, L.P. is the record holder of the shares of our voting common stock reported herein. The general partner of Qiming U.S. Healthcare Fund II, L.P. is Qiming U.S. Healthcare GP II, LLC. Gary Rieschel and Mark D. McDade are the managing partners of Qiming U.S. Healthcare GP II, LLC. Each of Qiming U.S. Healthcare GP II, LLC,

(4)      BasedMr. Rieschel and Mr. McDade may be deemed to beneficially own the shares beneficially owned by Qiming U.S. Healthcare Fund II, L.P., but each disclaims beneficial ownership of such shares. The address for each of these entities and individuals is 11100 NE 8th St., Suite 200, Bellevue, WA 98004.

(6)      Roche Finance Ltd is a wholly-owned subsidiary of Roche Holding Ltd, a Swiss corporation whose shares are publicly traded on a Schedule 13G filed with the SEC on January 31, 2020, Tenor Capital Management Company, L.P. (“Tenor Capital”), a Delaware limited partnership, serves as the investment manager to Tenor Opportunity Master Fund, Ltd. (the “Master Fund”), a company organized under the lawsSwiss SIX Stock Exchange. The principal business address of Roche Finance Ltd is Grenzacherstrasse 122, 4070 Basel, Switzerland.

(7)      Consists of (i) 2,300,000 shares of our voting common stock held by Amplitude Healthcare Holdings LLC, and (ii) 200,000 shares of our voting common stock held by HC IC Holdings LLC. Messrs. Hoffen and Clifford are members of HC IC Holdings LLC. Each of Messrs. Hoffen and Clifford disclaim any beneficial ownership of the Cayman Islands, with respectreported shares other than to the Common Stockextent of their respective pecuniary interest therein, directly or indirectly. Mr. Hoffen is the former Chairman of AMHC, and Kenneth Clifford is the former Chief Financial Officer of AMHC. The address of HC IC Holdings LLC and Messrs. Hoffen and Clifford is 1177 Avenue of the Americas, Fl 40, New York, NY 10036.

(8)      Consists of (i) 2,000,000 shares of our voting common stock held by the Master Fund. Robin Shah, a United States citizen, serves asAvego Healthcare Capital, L.P., and (ii) 385,000 shares of our voting common stock held by Velan Capital Partners LP. Mr. Venkataraman is the managing member of Tenor Management GP,Avego Healthcare Capital Holdings, LLC, which is the general partner of Tenor Capital. Both TenorAvego Healthcare Capital, L.P., a member of Amplitude Healthcare Holdings LLC, and Robin Shah disclaimis the managing member of Velan Capital Holdings LLC, which is the general partner of Velan Capital Partners LP. Mr. Venkataraman disclaims any beneficial ownership of the Shares reported herein exceptshares other than to the extent of the Reporting Person’shis pecuniary interest therein.therein, directly or indirectly. Mr. Venkataraman is the former Chief Executive Officer of AMHC. The address of the principal business office of each of the Reporting Persons is 810 Seventh Avenue, Suite 1905, New York, NY 10019.

(5)      Based on a Schedule 13G filed with the SEC on December 2, 2019, Owl Creek Credit Opportunities Master Fund,Avego Healthcare Capital, L.P., an exempted company organized under the lawsVelan Capital Partners LP and Mr. Venkataraman is 1055B Powers Place, Alpharetta, GA 30009

(9)      Consists solely of the Cayman Islands (“Owl Creek Credit Fund”), with respect to the Common Stock directly owned by it. Owl Creek Advisors, LLC, a Delaware limited liability company, the general partner with respect to the Common Stock directly owned by Owl Creek Credit Fund. As such, Owl Creek Advisors, LLC may be deemed to be the beneficial owner of all shares of Class Avoting common stock held by Owl Creek Credit Fund. Owl Creek Asset Management, L.P., a Delaware limited partnership which serves as the investment managerissuable upon exercise of the Owl Creek Credit Fund and as a sub-adviseroptions to a pooled investment vehicle (the “Managed Account”), with respect to thepurchase voting common stock exercisable within 60 days of April 11, 2022.

(10)    Consists of (i) 109,627 shares of Common Stockvoting common stock owned directly owned by the Owl Creek Credit Fund and the Managed Account. Jeffrey A. Altman, as managing member(ii) 66,988 shares voting common stock issuable upon exercise of the general partneroptions to purchase voting common stock that will be issued in exchange for stock options exercisable within 60 days of Owl Creek Asset Management, L.P., with respect to the Common Stock owned by Owl Creek Credit Fund and the Managed Account. As such, both Owl Creek Asset Management, L.P. and Jeffrey A. Altman may be deemed to be the beneficial ownersApril 11, 2022.

(11)    Consists of all(i) 1,129,512 shares of Class Avoting common stock held by Owl Creek Credit Fund and the Managed Account. The addressowned directly, of the principal business officewhich 917,729 shares are vested or will vest within 60 days of each of the Reporting Persons is 640 Fifth Avenue, 20th Floor, New York, NY 10019.

(6)      Based on a Schedule 13G filed with the SEC on February 13, 2020, on behalf of UBS O’Connor LLC, a Delaware limited liability company. UBS O’Connor LLC serves as the investment manager to (i) Nineteen77 Global Multi-Strategy Alpha Master Limited (“GLEA”)April 11, 2022, and (ii) Nineteen77 Global Merger Arbitrage Master Limited (“OGMA”). In such capacity UBS O’Connor LLC exercises voting and investment power over the146,170 shares of Common Stock held for the account of GLEA and OGMA. UBS O’Connor LLC is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940, as amended. As a result, UBS O’Connor LLC may be deemed to have beneficial ownership (as determined under Section 13(d) of the Exchange Act) of the shares of Common Stock held for the account of GLEA and OGMA. The address of the principal business office of UBS O’Connor LLC is One North Wacker Drive, 32nd Floor, Chicago, Illinois 60606.

(7)      Based on a Schedule 13G filed with the SEC on August 31, 2020, on behalf of Glazer Capital, LLC, a Delaware limited liability company (“Glazer Capital”) and Paul J. Glazer, a US citizen (“Mr. Glazer”, together with Glazer Capital, the “Reporting Persons”). The address of the business office of each of the Reporting Persons is 250 West 55th Street, Suite 30A, New York, New York 10019. Glazer Capital serves as investment manager for certain funds and managed accounts (collectively, the “Glazer Funds”) that hold the 1,116,733 shares of Class Avoting common stock as reported therein. Mr. Glazer serves as the Managing Memberissuable upon exercise of Glazer Capital, with respectoptions to the shares of Class Apurchase voting common stock held by the Glazer Funds.exercisable within 60 days of April 11, 2022.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

In AugustThe following is a summary of transactions since January 1, 2021, to which we have been a participant in which the amount involved exceeded or will exceed $120,000, and in which any of our directors, executive officers or holders of more than five percent of our capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest, other than compensation arrangements which are described in “Executive Compensation.”

We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, in arm’s length transactions.

Series A-1 Preferred Stock Financing

On February 26, 2021, Old Jasper completed the second milestone closing under its Series A-1 Preferred Stock Purchase Agreement dated November 21, 2019, our sponsor acquired 2,875,000 founderas amended on December 23, 2019 and September 11, 2020 (as amended, the “Series A-1 Purchase Agreement”), pursuant to which it issued and sold an aggregate of 14,316,146 shares of its Series A-1 Preferred Stock at a purchase price of $0.7509 per share, for an aggregate purchase price of $25,000. Prior to$10,749,994. In accordance with the initial investment in the Company of $25,000 by our sponsor, the Company had no assets, tangible or intangible. The number of founder shares issued was determined based on the expectation that such founder shares represent 20%Business Combination Agreement, all of the outstanding shares upon completionof Old Jasper Series A-1 Preferred Stock were cancelled, extinguished and converted into a number of shares of our initial public offering. On January 3, 2020, 375,000 founder shares were returned by our sponsor and then forfeited, as our underwriter did not exercise the over-allotment option, at all. The founder shares (including the Class Avoting common stock issuable upon exercise thereof) may not, subjectbased on an equity value of Old Jasper equal to certain limited exceptions, be transferred, assigned or sold$275.0 million. The following table summarizes purchases of shares of Old Jasper’s Series A-1 Preferred Stock in the second milestone closing by holders of more than 5% of Old Jasper’s capital stock at the holder.time of second milestone closing:

AMHC also entered into Subscription Agreements with affiliates of Amplitude Healthcare Holdings LLC, the Sponsor of AMHC (the “Sponsor”), pursuant to which such affiliates funded $28,350,000 in the PIPE Financing. Concurrently with the execution of the Business Combination Agreement, AMHC, the Sponsor and Old Jasper entered into the Sponsor Support Agreement. Prior to the closing of the Business Combination, the Sponsor, AMHC and Old Jasper entered into an amendment (the “Support Agreement Amendment”) to the Sponsor Support Agreement pursuant to which (i) the Sponsor agreed to place into escrow 1,050,000 of its shares of our stockholders. Itvoting common stock (the “Sponsor Earnout Shares”), which Sponsor Earnout Shares will be released as follows: (a) 250,000 Sponsor Earnout Shares will be released if, during the period from and after the closing of the Business Combination until the third anniversary of the closing of the Business Combination (the “Earnout Period”), over any twenty (20) trading days within any thirty (30) day consecutive trading day period, the volume-weighted average price of the our voting common stock (the “Applicable VWAP”) is unlikelygreater than or equal to $11.50, (b) 500,000 Sponsor Earnout Shares will be released if, during the amountEarnout Period, the Applicable VWAP is greater than or equal to $15.00, and (c) 300,000 Sponsor Earnout Shares will be released if, during the Earnout Period, the Applicable VWAP is greater than or equal to $18.00; and (ii) the Sponsor forfeited, effective as of immediately prior to the closing of the Business Combination, 200,000 shares of AMHC’s Class B Common Stock beneficially owned by the Sponsor to AMHC for cancellation without any consideration for such forfeiture.

Ownership Election Agreements

Concurrently with Old Jasper’s entry into the BCA, Old Jasper entered into an Ownership Election Agreement (the “Election Agreement”) with each of Abingworth Bioventures VII LP (“Abingworth”), Qiming U.S. Healthcare Fund II, L.P. (“Qiming”), Citadel Multi-Strategy Equities Master Fund Ltd. (“Citadel”) and Roche Finance Ltd (“Roche”). Pursuant to the Election Agreements with each of Abingworth, Qiming and Roche, the Old Jasper stockholder party thereto irrevocably elected to receive its respective transaction share consideration in the form of our voting common stock and to waive its respective rights under Old Jasper’s certificate of incorporation and the Series A-1 Purchase Agreement to receive non-voting common stock in connection with the Business Combination. Pursuant to the Election Agreement with Citadel, Citadel irrevocably elected to receive its allocable transaction share consideration in that number of our voting common stock and our non-voting common stock such that, immediately following the Business Combination, the sum of (1) the shares of our voting common stock allocated to Citadel as transaction share consideration, less (2) the portion of such compensation will be knowntransaction share consideration allocable to Citadel in our non-voting common stock, plus (3) the number of shares of our voting common stock acquired by Citadel pursuant to the PIPE Financing, is equal to or less than 8.4% of our outstanding common stock as of immediately following the consummation of the Business Combination.

Dr. Shizuru Consulting Agreement

On December 16, 2019, Old Jasper entered into a consulting agreement with Judith Shizuru, M.D., Ph.D., a member of our Board and holder of more than 5% of Old Jasper’s capital stock at the time the consulting agreement was entered into, pursuant to which Dr. Shizuru provides the Company with consulting and advisory services in exchange for a cash fee of distribution of such tender offer materials$20,833 per month, or at the time of a stockholder meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post$250,000 per year.

-combination business to determine executiveAmended and director compensation.Restated Registration Rights Agreement

On November 19, 2019,In September 2021, we entered into aan amended and restated registration rights agreement (the “RRA”) with Amplitude Healthcare Holdings LLC, certain holders of our preferred stock and common stock, including Abingworth, Qiming, Citadel and Roche, and certain members of, and affiliates of, our directors and certain of our executive officers. The RRA provides the holders with certain registration rights, including the right to demand that we file a registration statement (including registration statements on Form S-3 and accompanying shelf takedowns) or request that their shares be covered by a registration statement that we are otherwise filing.

Employment Arrangements

We have entered into employment agreements and offer letters with certain of our executive officers. For more information regarding these agreements with our executive officers, see “Executive Compensation — Employment Arrangements with Named Executive Officers.”

Annual Cash Bonus

We have established a cash incentive plan for certain of our executive officers. For a description of this plan, see “Executive Compensation — Individual Compensation Elements — Annual Cash Incentive Bonuses.”

Indemnification of Directors and Officers

Our Charter contains provisions that limit the liability of our current and former directors for monetary damages to the fullest extent permitted by Delaware law. Delaware law provides that directors of a corporation will not be personally liable for monetary damages for any breach of fiduciary duties as directors, except liability for:

•        any breach of the director’s duty of loyalty to the corporation or its stockholders;

•        any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

•        unlawful payments of dividends or unlawful stock repurchases or redemptions; or

•        any transaction from which the director derived an improper personal benefit.

Such limitation of liability does not apply to liabilities arising under federal securities laws and does not affect the availability of equitable remedies such as injunctive relief or rescission.

Our Charter authorizes us to indemnify our directors, officers, employees and other agents to the fullest extent permitted by Delaware law. Our Bylaws provide that we are required to indemnify our directors and officers to the fullest extent permitted by Delaware law and may indemnify our other employees and agents. Our Bylaws also provide that, on satisfaction of certain conditions, we will advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding, and permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in that capacity regardless of whether we would otherwise be permitted to indemnify him or her under the provisions of Delaware law.

We have also entered, and expect to continue to enter, into agreements to indemnify our directors and executive officers. With certain exceptions, these agreements provide for indemnification for related expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by any of these individuals in connection with any action, proceeding or investigation. We believe that our Charter, Bylaws and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. We also maintain customary directors’ and officers’ liability insurance.

Rule 10b5-1 Sales Plans

Our directors and executive officers may adopt written plans, known as Rule 10b5-1 plans, in which they will contract with a broker to buy or sell shares of our common stock on a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or executive officer when entering into the plan, without further direction from them. The director or executive officer may amend a Rule 10b5-1 plan in some circumstances and may terminate a plan at any time. Our directors and executive officers also may buy or sell additional shares outside of a Rule 10b5-1 plan when they are not in possession of material nonpublic information, subject to compliance with the terms of our insider trading policy.

Other Transactions

We have granted stock and option awards to certain of our directors and named executive officers. For more information regarding the stock and option awards granted to our directors and named executive officers, see “Board of Directors and Corporate Governance — Non-Employee Director Compensation — Non-Employee Director Compensation Table” and “Executive Compensation — Outstanding Equity Awards as of December 31, 2021.”

We have entered into change in control agreements with certain of our executive officers pursuant to our Severance Plan that, among other things, provide for certain severance and change in control benefits. See the section titled “Executive Compensation — Employment Arrangements with Named Executive Officers — Employee Severance Plan.”

Policies and Procedures for Related Party Transactions

Our Board has adopted a related person transaction policy setting forth the policies and procedures for the identification, review and approval or ratification of related person transactions. This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we and a related person, as defined by the Securities Act, were or will be participants and the amount involved exceeds $120,000, including purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness and guarantees of indebtedness. In reviewing and approving any such transactions, our Audit Committee will consider all relevant facts and circumstances as appropriate, such as the purpose of the transaction, the availability of other sources of comparable products or services, whether the transaction is on terms comparable to those that could be obtained in an arm’s length transaction, management’s recommendation with respect to the private placement warrants, the warrants issuable upon conversion of working capital loans (if any)proposed related person transaction, and the shares of Class A common stock issuable upon exerciseextent of the foregoing and upon conversion ofrelated person’s interest in the founder shares.transaction.

PROPOSAL ONE — ELECTIONCHANGE OF CLASS I DIRECTORS BY VOTECONTROL OF THE CLASS B STOCKHOLDERSOLD JASPER

OurReference is made to the disclosure in AMHC’s definitive proxy statement/prospectus dated August 26, 2021 included in AMHC’s Registration Statement on Form S-4 (File No. 333-256875), filed with the SEC on August 25, 2021, as amended, and restated certificate of incorporation provides for a Board of Directors classified into three classes, with each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. Our Board of Directors now consists of six directors as set forth above in the section entitled “Directors, Executive Officerstitled “Business Combination Proposal — The Business Combination Agreement,” beginning on page 102, which is incorporated herein by reference. Further reference is made to the information set forth under “Introductory Note” in our Current Report on Form 8-K dated September 24, 2021 (File No. 001-39138), filed with the SEC on September 29, 2021, as amended, and Corporate Governance — Directors and Officers”.

Messrs. Reicin and Dolan are nominated for election at this Annual Meeting of stockholders, as Class I directors, to hold office until the annual meeting of stockholders in 2023, or until their successors are chosen and qualified.

Unless you indicate otherwise, shares represented by executed proxies in the form enclosed will be voted for the electionsection titled “Form 10 Information — Security Ownership of each director nominee unless any such nominee shall be unavailable,Certain Beneficial Owners and Management” within Item 2.01 in our aforementioned Current Report on Form 8-K, which case such shares will be voted for a substitute nominee designatedis incorporated herein by the Board of Directors. We have no reason to believe that any of the nominees will be unavailable or, if elected, will decline to serve.

Nominee Biography

For a biography of each Class I director nominee, please see the section entitled “Directors, Executive Officers and Corporate Governance — Directors and Officers”.

Required Vote

Directors are elected by a plurality of the votes cast at the Annual Meeting by the stockholders present virtually or represented by proxy and entitled to vote in the election of directors. Prior to the closing of our initial business combination, the holders of Class B common stock have the exclusive right to elect, remove and replace any director, and the holders of Class A common stock have no right to vote on the election, removal or replacement of any director. The two nominees receiving the highest number of affirmative votes shall be elected as directors. You may withhold votes from a director nominee. Abstentions and broker non-votes will have no effect on this proposal.

Recommendation

Our Board of Directors recommends a vote “FOR” the election to the Board of Directors of each of the abovementioned nominees.reference.