|
Item
2.01.
|
Completion
of Acquisition or Disposition of Assets.
|
The
disclosure set forth under “Introductory Note” above is incorporated into this Item 2.01 by reference.
On
September 22, 2021, AMHC held a special meeting of stockholders (the “Special Meeting”) at which the stockholders of AMHC
considered and approved, among other matters, a proposal to adopt the Business Combination Agreement. On the Closing Date, the parties
to the Business Combination Agreement consummated the Transactions.
Prior
to the Special Meeting, holders of 9,262,099 shares of AMHC’s Class A Common Stock exercised their right to redeem such
shares for cash at a price of $10.0088193 per share for aggregate payments of $92,702,675.25. In connection with the Merger,
immediately prior to the Closing, each share of AMHC Class B Common Stock outstanding immediately prior to the Merger was converted
into one share of AMHC’s Class A Common Stock, and following such conversion, an aggregate of 13,037,901 shares of
AMHC’s Class A Common Stock (inclusive of 10,000,000 shares of AMHC’s Class A Common Stock that were issued to the PIPE
Investors) were converted into an equivalent number of shares of New Jasper Voting Common Stock. At the Closing, (i) an
aggregate of 24,778,409 shares of New Jasper Common Stock were issued in exchange for shares of common stock and preferred stock of
Old Jasper outstanding as of immediately prior to the Effective Time, based on Jasper’s equity value, and (ii) an
aggregate of 10,000,000 shares of AMHC’s Class A Common Stock were issued to the PIPE Investors in connection with the PIPE
Financing, which were converted into an equivalent number of shares of New Jasper Common Stock. Moreover, at the Closing, (i)
each vested and unvested option to purchase shares of Old Jasper common stock outstanding as of immediately prior to the Effective
Time was converted into a comparable option to purchase shares of New Jasper Voting Common Stock, based on Jasper’s equity
value, and (ii) each unvested award of restricted shares of Old Jasper’s common stock was converted into a comparable right to
receive restricted shares of New Jasper Common Stock, based on Jasper’s equity value. Immediately after giving effect to the
Transactions, there were 36,520,288 shares of New Jasper Voting Common Stock outstanding (which includes 611,818 shares of New Jasper Common Stock subject to restricted share awards), 1,296,022 shares of New Jasper Non-Voting
Common Stock outstanding and 2,721,557 shares of New Jasper Common Stock subject to outstanding options to purchase shares of New
Jasper Common Stock. After the Closing Date,
AMHC’s Class A Common Stock and public warrants will cease trading on The Nasdaq Stock Market LLC, and the New Jasper
Voting Common Stock and public warrants will begin trading on the Nasdaq Capital Market under the symbols “JSPR” and
“JSPRW,” respectively.
Additionally,
in connection with the Closing, Sponsor deposited into escrow at Closing the 1,050,000 Sponsor Earnout Shares, which Sponsor Earnout
Shares will be released as follows: (1) 250,000 Sponsor Earnout Shares will be released if, during the Earnout Period, over any twenty
(20) trading days within any thirty (30) day consecutive trading day period, the Applicable VWAP is greater than or equal to $11.50,
(ii) 500,000 Sponsor Earnout Shares will be released if, during the Earnout Period, the Applicable VWAP is greater than or equal to $15.00,
and (iii) 300,000 Sponsor Earnout Shares will be released if, during the Earnout Period, the Applicable VWAP is greater than or equal
to $18.00. Sponsor has also forfeited 200,000 shares of AMHC’s Class B Common Stock and, as a result, Sponsor received 2,300,000
shares of New Jasper Voting Common Stock at Closing, with 1,050,000 of such shares subject to the Sponsor earnout described in the foregoing
sentence.
The
material terms and conditions of the Business Combination Agreement and its related agreements are described on pages 102 to 132 of AMHC’s
definitive proxy statement/prospectus dated August 26, 2021 (the “Definitive Proxy Statement”) included in AMHC’s Registration
Statement on Form S-4 (File No. 333-256875), filed with the SEC on August 25, 2021, as amended (the “Registration
Statement”) under the sections titled “Business Combination Proposal—The Business Combination Agreement”
and “Business Combination Proposal—Related Agreements”, each of which is incorporated herein by reference.
FORM
10 INFORMATION
Item
2.01(f) of Form 8-K states that if the predecessor registrant was a “shell company” (as such term is defined in Rule 12b-2
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as AMHC was immediately before the Business
Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for
registration of securities on Form 10. Accordingly, the Company, as the successor registrant to AMHC following the consummation of the
Business Combination, is providing the information below that would be included in a Form 10 if the Company were to file a Form 10. Please
note that the information provided below relates to the Company as the combined company after the consummation of the Business Combination
unless otherwise specifically indicated or the context otherwise requires.
Forward-Looking
Statements
Certain
statements contained in this Current Report and in the documents incorporated herein by reference may constitute “forward-looking
statements” for purposes of federal securities laws. Such statements can be identified by the fact that they do not relate strictly
to historical or current facts. In addition, any statements that refer to projections, forecasts or other characterizations of future
events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,”
“believe,” “contemplate,” “continue,” “could,” “estimate,”
“expect,” “intends,” “may,” “might,” “plan,”
“possible,” “potential,” “predict,” “project,” “should,”
“will,” “would” and similar expressions (including the negative of any of the foregoing) may identify
forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
Forward-looking
statements in this Current Report may include, for example, but are not limited to, statements about:
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●
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our
or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, including those relating
to the Transactions and their expected benefits;
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●
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New
Jasper’s ability to research, discover and develop additional product candidates;
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●
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the
success, cost and timing of New Jasper’s product development activities and clinical
trials;
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●
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the
potential attributes and benefits of New Jasper’s product candidates;
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●
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New
Jasper’s ability to obtain and maintain regulatory approval for its product candidates;
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New
Jasper’s ability to obtain funding for its operations;
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the
projected financial information, anticipated growth rate, and market opportunity of New Jasper;
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the
ability to maintain the listing of New Jasper’s public securities on Nasdaq;
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New
Jasper’s public securities’ potential liquidity and trading;
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New
Jasper’s success in retaining or recruiting, or changes required in, officers, key
employees or directors;
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New
Jasper’s ability to grow and manage growth profitably;
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the
implementation, market acceptance and success of New Jasper’s business model, developments
and projections relating to New Jasper’s competitors and industry;
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New
Jasper’s ability to obtain and maintain intellectual property protection and not infringe
on the rights of others;
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New
Jasper’s ability to identify, in-license or acquire additional technology;
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New
Jasper’s ability to maintain its existing license agreements and manufacturing arrangements;
and
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the
effect of the COVID-19 pandemic on the foregoing.
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These
forward-looking statements are based on current expectations and beliefs concerning future developments and their potential effects.
There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements
involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or
performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties
include, but are not limited to, those factors described under the heading “Risk Factors” in the Definitive Proxy
Statement beginning on page 32. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove
incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Some of these risks
and uncertainties may in the future be amplified by the COVID-19 outbreak, and there may be additional risks that we consider immaterial
or which are unknown. It is not possible to predict or identify all such risks. Readers are cautioned not to place undue reliance on
forward-looking statements because of the risks and uncertainties related to them and to the risk factors. We do not undertake any obligation
to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may
be required under applicable securities laws.
Business
The
businesses of Old Jasper and AMHC prior to the Business Combination are described in the Definitive Proxy Statement in the sections titled
“Information About AMHC” and “Information About Jasper” beginning on pages 179 and 189, respectively,
and that information is incorporated herein by reference.
Risk
Factors
The
risk factors related to the Company’s business and operations and the Transactions are set forth in the Definitive Proxy Statement in
the section titled “Risk Factors” beginning on page 32 and are incorporated herein by reference.
Financial
Information
The
information set forth under Item 9.01 of this Current Report is incorporated herein by reference. The disclosure contained in the Definitive
Proxy in the sections titled “Selected Historical Financial Information of AMHC” beginning on page 164, “Selected
Historical Financial Information of Jasper” beginning on page 166, “Unaudited Historical Comparative and Pro Forma
Combined Per Share Data of AMHC and Jasper” beginning on page 167, “Unaudited Pro Forma Condensed Combined Financial
Statements” beginning on page 169, “AMHC’s Management’s Discussion and Analysis of Financial Condition
and Results of Operations” beginning on page 184, and “Jasper’s Management’s Discussion and Analysis of
Financial Condition and Results of Operations” beginning on page 219, are incorporated herein by reference.
Management’s
Discussion and Analysis of Financial Condition and Results of Operations
The
disclosure contained in the Definitive Proxy Statement in the section titled “Jasper’s Management’s Discussion and
Analysis of Financial Condition and Results of Operations” beginning on page 219 is incorporated herein by reference.
Quantitative
and Qualitative Disclosures about Market Risk
The
disclosure contained in the Definitive Proxy Statement in the section titled “Jasper’s Management’s Discussion
and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosures About Market Risk”
beginning on page 237 is incorporated herein by reference.
Properties
The
disclosure contained in the Definitive Proxy Statement in the section titled “Information About Jasper—Facilities”
beginning on page 218 is incorporated herein by reference.
Security
Ownership of Certain Beneficial Owners and Management
The
following table sets forth information regarding the beneficial ownership of New Jasper Common Stock immediately following consummation
of the Transactions by:
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●
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each
person known to be the beneficial owner of more than 5% of New Jasper’s outstanding Common Stock immediately following the
consummation of the Transactions;
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each of New Jasper’s
current named executive officers and directors; and
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●
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all executive officers
and directors of New Jasper as a group following the consummation of the Transactions.
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Beneficial
ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security
if he, she or it possesses sole or shared voting or investment power over that security. Under those rules, beneficial ownership includes
securities that the individual or entity has the right to acquire, such as through the exercise of stock options, within 60 days. Shares
subject to options that are currently exercisable or exercisable within 60 days of the Closing Date are considered outstanding and beneficially
owned by the person holding such options for the purpose of computing the percentage ownership of that person but are not treated as
outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, New Jasper believes
that the persons and entities named in the table below have sole voting and investment power with respect to all shares shown as beneficially
owned by them.
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New Jasper Voting
Common Stock
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New Jasper Non-Voting
Common Stock
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Name and Address of Beneficial Owner(1)
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Number of
Shares
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% of
Class
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Number
of
Shares
|
|
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% of
Class
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Directors and Named Executive Officers:
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William Lis(2)
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921,763
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2.5
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%
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—
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—
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Anna French, D.Phil.
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|
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—
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—
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—
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—
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Lawrence Klein, Ph.D.
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—
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—
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—
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—
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Christian W. Nolet
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—
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—
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—
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—
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Judith Shizuru, M.D., Ph.D.(3)
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1,275,682
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3.5
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%
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—
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|
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—
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Kurt von Emster(4)
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5,628,558
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15.4
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%
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—
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—
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Kevin N. Heller, M.D.(2)
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205,553
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*
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—
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—
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Jeet Mahal(5)
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140,079
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*
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—
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—
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All directors and named executive officers as a group (8 persons)
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8,171,635
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21.6
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%
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—
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|
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—
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Five Percent Holders:
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Abingworth Bioventures VII LP(4)
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5,628,558
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15.4
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%
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—
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—
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Amgen Inc.(6)
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2,700,000
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7.4
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%
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—
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—
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Amplitude Healthcare Holdings LLC(7)
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2,300,000
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6.3
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%
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—
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|
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—
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Citadel Multi-Strategy Equities Master Fund LTD.(8)
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2,979,504
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8.2
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%
|
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1,296,022
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|
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|
100
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%
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Qiming U.S. Healthcare Fund II, L.P.(9)
|
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5,852,982
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16.0
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%
|
|
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—
|
|
|
|
—
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Roche Finance Ltd(10)
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4,624,606
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|
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12.7
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%
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|
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—
|
|
|
|
—
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(1)
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Unless
otherwise noted, the business address of each of those listed in the table above is 2200 Bridge Pkwy Suite #102, Redwood City, CA 94065.
|
(2)
|
Consists
solely of shares of New Jasper Voting Common Stock issuable upon exercise of options that are exercisable within 60 days of the Closing
Date.
|
(3)
|
Consists
of (i) 1,129,512 shares of New Jasper Voting Common Stock, of which 847,134 shares are vested or will vest within 60 days of the Closing
Date, and (ii) 146,170 shares of New Jasper Voting Common Stock issuable upon exercise of options that are exercisable within 60 days
of the Closing Date.
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(4)
|
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 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 the Board, Bali Muralidhar, Brian Gallagher, 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 held by ABV VII. The address of Abingworth Bioventures
VII LP is 38 Jermyn Street, London, SW1Y6DN, UK.
|
(5)
|
Consists
of (i) 109,627 shares of New Jasper Voting Common Stock, and (ii) 30,452 shares of New Jasper Voting Common Stock issuable upon exercise
of options that are exercisable within 60 days of the Closing Date.
|
|
(6)
|
The
mailing address of Amgen Inc. is One Amgen Center Drive, Thousand Oaks, CA 91320.
|
(7)
|
Sponsor
is the record holder of the New Jasper Voting Common Stock reported herein. Metalmark Amplitude Healthcare Holdings LLC and Avego Healthcare
Capital, L.P., affiliates of Metalmark and Avego, respectively, are the managing members of Sponsor. The partners of Metalmark indirectly
control Metalmark Capital Holdings LLC, which is the general partner of Metalmark Capital Partners III GP, L.P., itself the sole member
of Metalmark Amplitude Healthcare Holdings LLC; Howard Hoffen, AMHC’s Chairman, and Kenneth Clifford, AMHC’s Chief Financial
Officer, are partners of Metalmark. 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. Bala Venkataraman, AMHC’s 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 New Jasper Voting Common Stock. 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 AMHC’s officers and directors
is a member of New Jasper Voting Common Stock 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 shares of New Jasper Common Stock 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 until the third anniversary of the Closing (the “Earnout
Period”), over twenty (20) trading days within any thirty (30) day consecutive trading day period, the volume-weighted average
purchase price of New Jasper 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.
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(8)
|
Consists
of (i) 2,979,504 shares of New Jasper Voting Common Stock, and (ii) 1,296,022 shares of New Jasper Non-Voting Common Stock held by Citadel
Multi-Strategy Equities Master Fund Ltd. (“CM”). Citadel Advisors LLC (“Citadel Advisors”) is the portfolio manager
for CM. Citadel Advisors Holdings LP (“CAH”) is the sole member of Citadel Advisors. Citadel GP LLC (“CGP”) is
the general partner of CAH. Mr. Kenneth Griffin is the President and Chief Executive Officer of CGP, and owns a controlling interest
in CGP. Each of Citadel Advisors, CAH CGP and Mr. Griffin may be deemed to beneficially own the shares held by CM, and may be deemed
to share voting and dispositive power over shares held by CM. The address of CM is 131 S. Dearborn Street, 32nd Floor, Chicago, Illinois
60603.
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(9)
|
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, Mr. 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.
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|
(10)
|
Roche
Finance Ltd is a wholly-owned subsidiary of Roche Holding Ltd, a publicly-held corporation. The principal business address of Roche Finance
Ltd is Grenzacherstrasse 122, 4070 Basel, Switzerland.
|
Directors
and Executive Officers
Directors
Effective
upon the Closing, and in accordance with the terms of the Business Combination Agreement, each of Howard Hoffen, Bala Venkataraman, Fred
Eshelman, Ernest Mario, Peter Dolan and Glenn Reicin ceased serving as a director of AMHC. Effective as of the Closing Date, Anna French,
D. Phil., William Lis, Christian W. Nolet, Judith Shizuru, M.D., Ph.D. and Kurt von Emster were elected to serve as directors on the
Board. In addition, effective as of the Closing Date, Sponsor designated, and the Board appointed, Lawrence Klein, Ph.D. to the Board.
The
Company’s business and affairs are organized under the direction of the Board. The Board currently consists of six members. Mr. Lis
serves as Executive Chairman of the Board. The primary responsibilities of the Board are to provide oversight, strategic guidance, counseling
and direction to the Company’s management. The Board will meet on a regular basis and on an ad hoc basis as required.
The
Board is divided into three classes, as follows:
|
●
|
Class
I, which consists of Dr. Klein and Mr. von Emster, whose terms will expire at the Company’s annual meeting of stockholders
to be held in 2022;
|
|
●
|
Class
II, which consists of Dr. French and Dr. Shizuru, whose terms will expire at the Company’s annual meeting of stockholders
to be held in 2023; and
|
|
●
|
Class
III, which consists of Mr. Lis and Mr. Nolet, whose terms will expire at the Company’s annual meeting of stockholders
to be held in 2024.
|
At
each annual meeting of stockholders to be held after the initial classification, the successors to directors whose terms then expire
will serve until the third annual meeting following their election and until their successors are duly elected and qualified. The authorized
number of directors that shall constitute the Board will be fixed exclusively by resolutions adopted by a majority of the authorized
number of directors constituting the Board. No decrease in the number of directors constituting the Board will shorten the term of any
incumbent director. This classification of the Board may have the effect of delaying or preventing changes in its control or management.
The Company’s directors may be removed only for cause by the affirmative vote of the holders of at least 66⅔% of the Company’s
capital stock entitled to vote generally at an election of directors, voting together as a single class (provided that as of the three-year anniversary
of the Closing Date, such reference to “66⅔%” shall be deemed to be “50%”).
Subject
to applicable law and subject to the rights of the holders of any series of preferred stock of the Company, any vacancies on the Board
resulting from death, resignation, disqualification, removal or other causes and any newly created directorships resulting from any increase
in the number of directors, shall, unless the Board determines by resolution that any such vacancies or newly created directorships shall
be filled by the stockholders and except as otherwise provided by applicable law, be filled only by the affirmative vote of a majority
of the directors then in office, even though less than a quorum, and not by the stockholders. Any director elected in accordance with
the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred
and until such director’s successor shall have been elected and qualified.
For
biographical information concerning the Company’s directors (other than Dr. Klein, whose biographical information appears below),
see the disclosure in the Definitive Proxy Statement in the section titled “Management of New Jasper Following the Business
Combination” beginning on page 247 and in AMHC’s Current Report on Form 8-K, filed with the SEC on September 20, 2021,
which is incorporated herein by reference.
Lawrence
Klein, Ph.D. 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 Dyne Therapeutics, Inc. (Nasdaq: DYN) since September 2019. Dr. Klein received his B.S. in biochemistry
and physics from the University of Wisconsin-Madison and his Ph.D. in biophysics from Stanford University. Dr.
Klein’s qualifications to sit on the Board include 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.
Executive
Officers
New
Jasper’s executive officers after the consummation of the Transactions are described in the Definitive Proxy Statement in
the section titled “Management of New Jasper Following the Business Combination—Executive Officers and Directors after
the Business Combination” beginning on page 247, and that information is incorporated herein by reference.
Family
Relationships
There
are no family relationships among any of the individuals serving as directors or executive officers of the Company following the consummation
of the Business Combination.
Board
Leadership Structure and Role of the Board in Risk Oversight
The
information in the Definitive Proxy Statement in the section titled “Management of New Jasper Following the Business Combination—Board
Leadership Structure” beginning on page 250 and in the section titled “Management of New Jasper Following the Business
Combination—Role of the New Jasper Board in Risk Oversight” beginning on page 251 is incorporated herein by reference.
Independence
of the Board of Directors
The
Board has determined that each of the directors on the Board, other than Mr. Lis and Dr. Shizuru, qualify as independent directors,
as defined by Rule 5605(a)(2) of the Nasdaq Listing Rules and the Board consists of a majority of “independent directors”
as defined under the rules of the SEC and Nasdaq Stock Market listing rules relating to director independence requirements. In addition,
the Company will be subject to the rules of the SEC and the Nasdaq Stock Market relating to the membership, qualifications and operations
of the audit committee, as discussed below.
Committees
of the Board of Directors
Furthermore,
effective as of the Closing, the Board established three standing committees: an audit committee, a compensation committee and a nominating
and corporate governance committee. Information with respect to the functions of the committees of the Board immediately after the Closing
is set forth in the Definitive Proxy Statement in the section titled “Management of New Jasper Following the Business Combination—Board
Committees” beginning on page 251 and that information is incorporated herein by reference. The members of the audit committee
are Dr. French, Mr. Nolet and Mr. von Emster, and Mr. Nolet chairs the audit committee. The members of the compensation committee are
Dr. French, Mr. Nolet and Mr. von Emster, and Dr. French chairs the compensation committee. The members of the nominating and corporate
governance committee are Dr. French, Dr. Klein and Mr. von Emster, and Mr. von Emster chairs the nominating and corporate governance
committee.
Compensation
Committee Interlocks and Insider Participation
The
information in the Definitive Proxy Statement in the section titled “Management of New Jasper Following the Business Combination—Compensation
Committee Interlocks and Insider Participation” beginning on page 254 is incorporated herein by reference.
Executive
Compensation
A
description of the compensation of the named executive officers of Old Jasper and the compensation of the executive officers of AMHC
before the consummation of the Transactions is set forth in the Definitive Proxy Statement in the sections titled “Executive
Compensation—Executive Compensation — Jasper” beginning on page 239 and “Executive Compensation—Executive
Compensation — AMHC” beginning on page 239 and that information is incorporated herein by reference. A description of
the compensation of the executive officers of New Jasper following the consummation of the Transactions is set forth under the heading
“Employment Agreements with Named Executive Officers” in Item 5.02 of this Current Report, which disclosure is incorporated
herein by reference.
At
the Special Meeting, the AMHC stockholders approved the Equity Incentive Plan (as defined below) and the ESPP (as defined below). The
summary of each of the Equity Incentive Plan and the ESPP is set forth in the Definitive Proxy Statement in the sections titled
“Equity Incentive Plan Proposal” beginning on page 142 and “ESPP Proposal” beginning on page 150,
respectively, and that information is incorporated herein by reference. Such summary is qualified in its entirety by reference to the
full texts of the Equity Incentive Plan and the ESPP, which are filed as Exhibits 10.3 and 10.6 to this Current Report, respectively,
and are incorporated herein by reference.
Director
Compensation
A
description of the compensation of the directors of AMHC before the consummation of the Transactions is set forth in the Definitive Proxy
Statement in the section titled “Executive Compensation—Executive Compensation — AMHC” beginning on page
239 and that information is incorporated herein by reference.
A
description of the compensation of the non-employee directors of Old Jasper before the consummation of the Transactions is set forth
in the Definitive Proxy Statement in the section titled “Director Compensation—Director Compensation — Jasper”
beginning on page 246 and that information is incorporated herein by reference.
A
description of the compensation of the directors of New Jasper following the consummation of the Transactions is set forth in the Definitive
Proxy Statement in the section titled “Director Compensation—New Jasper Director Compensation Following the Business Combination”
beginning on page 246 and that information is incorporated herein by reference.
Certain
Relationships and Related Person Transactions
Certain
relationships and related person transactions are described in the Definitive Proxy Statement in the section titled “Certain
Relationships and Related Person Transactions” beginning on page 260 and that information is incorporated herein by reference.
Legal
Proceedings
Information
about legal proceedings is set forth in the Definitive Proxy Statement in the sections titled “Information about AMHC—Legal
Proceedings” beginning on page 183 and “Information about Jasper—Legal Proceedings” beginning
on page 218 and that information is incorporated herein by reference.
Market
Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters
Prior
to the Closing Date, AMHC’s publicly traded Class A Common Stock, public warrants and units were listed on The Nasdaq Stock Market
LLC under the symbols “AMHC,” “AMHCW” and “AMHCU,” respectively. The New Jasper Voting Common Stock
and Jasper’s public warrants are expected to begin trading on the Nasdaq Capital Market under the symbols “JSPR” and
“JSPRW,” respectively, on September 27, 2021. AMHC’s publicly traded units automatically separated into their component
securities upon the Closing, and as a result, no longer trade as a separate security and will be delisted from The Nasdaq Stock Market
LLC.
As
of immediately after the Closing, there were 36,520,288 shares of New Jasper Voting Common Stock issued and outstanding and held of record
by 54 holders, and 5,000,000 public warrants outstanding held of record by two holders.
The
Company has not paid any cash dividends on shares of its New Jasper Common Stock and does not anticipate paying any cash dividends in
the foreseeable future. Any decision to declare and pay dividends in the future will be made at the sole discretion of the Board and
will depend on, among other things, the Company’s results of operations, cash requirements, financial condition, contractual restrictions
and other factors that the Board may deem relevant.
Recent
Sales of Unregistered Securities
Reference
is made to the disclosure set forth below under Item 3.02 of this Current Report concerning the issuance and sale of certain unregistered
securities, which is incorporated herein by reference.
Description
of New Jasper’s Securities
The
description of New Jasper’s securities is contained in the Definitive Proxy Statement in the section titled “Description
of New Jasper Securities” beginning on page 277 and that information is incorporated herein by reference.
Indemnification
of Directors and Officers
Information
about indemnification of the Company’s directors and officers is set forth in the Definitive Proxy Statement in the section titled
“Management of New Jasper Following the Business Combination—Limitation of Liability and Indemnification” beginning
on page 254 and that information is incorporated herein by reference. In connection with the Business Combination, New Jasper entered
into indemnification agreements with each of its directors and executive officers as of the Closing Date. The description of the indemnification
agreements set forth above under Item 1.01 of this Current Report is incorporated herein by reference.
Change
in and Disagreements with Accountants on Accounting and Financial Disclosure
Reference
is made to the disclosure set forth below under Item 4.01 of this Current Report, which is incorporated herein by reference.