1.
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Tenor
Capital Management Company, L.P.
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☐
(b)
☒
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
USA
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
250,000
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
250,000
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,000
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.68%
|
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
|
1.
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Tenor
Opportunity Master Fund, Ltd.
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☐
(b)
☒
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
250,000
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
250,000
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,000
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.68%
|
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
1.
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Robin
Shah
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☐
(b)
☒
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
250,000
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
250,000
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,000
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.68%
|
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN,
HC
|
CUSIP
No.
|
|
471871103
|
|
|
|
Item
1.
|
(a).
|
Name
of Issuer:
|
|
|
|
|
|
Jasper
Therapeutics, Inc. (f/k/a Amplitude Healthcare Acquisition Corp.)
|
|
|
|
|
(b).
|
Address
of issuer’s principal executive offices:
|
|
|
|
|
|
2200
Bridge Pkwy Suite #102, Redwood City, CA 94065
Redwood City, CA 94065
|
|
|
|
|
|
|
Item
2.
|
(a).
|
Name
of person filing:
|
|
|
|
|
|
Tenor
Capital Management Company, L.P.
Tenor
Opportunity Master Fund, Ltd.
Robin
Shah
|
|
|
|
|
|
|
|
|
Address
or principal business office or, if none, residence:
|
|
|
|
|
(b).
|
Tenor
Capital Management Company, L.P.
|
|
|
Tenor
Opportunity Master Fund, Ltd.
|
|
|
Robin
Shah
|
|
|
|
|
|
810
Seventh Avenue, Suite 1905, New York, NY 10019
|
|
|
|
|
|
|
|
(c).
|
Citizenship:
|
|
|
|
|
|
Tenor
Capital Management Company, L.P. – Delaware, USA
|
|
|
Tenor
Opportunity Master Fund, Ltd. – Cayman Islands
Robin
Shah – USA
|
|
|
|
|
(d)
|
Title
of class of securities:
|
|
|
|
|
|
Voting
Common Stock, par value $0.0001 per share
|
|
|
|
|
|
CUSIP
No.:
|
|
|
|
|
(e).
|
471871103
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
3.
|
If
This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a
|
|
(a)
|
|
[ ]
|
|
Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
|
|
|
|
|
|
|
(b)
|
|
[ ]
|
|
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
|
|
|
|
|
|
|
(c)
|
|
[ ]
|
|
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
|
|
|
|
|
|
(d)
|
|
[ ]
|
|
Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-
|
|
|
|
|
|
8).
|
|
(e)
|
|
[ ]
|
|
An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
|
|
|
|
|
|
|
(f)
|
|
[ ]
|
|
An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
|
|
|
|
|
|
|
(g)
|
|
[ ]
|
|
A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
|
|
|
|
|
|
|
|
(h)
|
|
[ ]
|
|
A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);
|
|
|
|
|
|
|
|
(i)
|
|
[ ]
|
|
A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3);
|
|
|
|
|
|
|
|
(j)
|
|
[ ]
|
|
A
non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
|
|
|
|
|
|
|
|
(k)
|
|
[ ]
|
|
Group,
in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
(a)
|
Amount
beneficially owned:
|
Tenor Capital Management Company,
L.P. – 250,000 shares
Tenor Opportunity Master Fund, Ltd.
– 250,000 shares
Robin Shah – 250,000 shares
Tenor
Capital Management Company, L.P. – 0.68%*
Tenor
Opportunity Master Fund, Ltd. – 0.68%*
Robin
Shah – 0.68%*
|
(c)
|
Number
of shares as to which Tenor Capital Management Company, L.P. has:
|
|
(i)
|
Sole
power to vote or to direct the vote
|
|
0
|
,
|
|
|
|
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote
|
|
250,000
|
,
|
|
|
|
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of
|
|
0
|
,
|
|
|
|
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of
|
|
250,000
|
.
|
|
|
|
|
|
|
|
Number
of shares as to which Tenor Opportunity Master Fund, Ltd. has:
|
|
|
|
|
|
|
|
|
|
|
(i)
|
Sole
power to vote or to direct the vote
|
|
0
|
,
|
|
|
|
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote
|
|
250,000
|
,
|
|
|
|
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of
|
|
0
|
,
|
|
|
|
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of
|
|
250,000
|
.
|
|
Number
of shares as to which Robin Shah has:
|
|
|
|
|
|
|
|
|
|
|
(i)
|
Sole
power to vote or to direct the vote
|
|
0
|
,
|
|
|
|
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote
|
|
250,000
|
,
|
|
|
|
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of
|
|
0
|
,
|
|
|
|
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of
|
|
250,000
|
.
|
*Shares
reported herein are held by Tenor Opportunity Master Fund, Ltd. (the “Master Fund”). Tenor Capital Management Company, L.P.
(“Tenor Capital”) serves as the investment manager to the Master Fund. Robin Shah serves as the managing member of Tenor
Management GP, LLC, the general partner of Tenor Capital.
By
virtue of these relationships, the Reporting Persons may be deemed to have shared voting and dispositive power with respect to the Shares
owned directly by the Master Fund. This report shall not be deemed an admission that the Reporting Persons are beneficial owners of the
Shares for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting
Persons disclaims beneficial ownership of the Shares reported herein except to the extent of the Reporting Person’s pecuniary interest
therein.
The percentages herein are calculated based upon
a statement in the Issuer’s Form 10-Q filed on November 12, 2021 that as of November 8, 2021, there were 36,557,214 shares of Voting
Common Stock outstanding. Note, on September 24, 2021, the business combination of Amplitude Healthcare Acquisition Corp. (“AMHC”),
Ample Merger Sub, Inc., and Jasper Therapeutics, Inc. (“Old Jasper”) was consummated (the “Closing”). In connection
with the Closing, AMHC changed its name to Jasper Therapeutics, Inc. (“New Jasper”) and AMHC’s shares of Class B Common
Stock outstanding converted into AMHC’s shares of Class A Common Stock. Then, all outstanding shares of AMHC’s Class A Common
Stock were converted into an equivalent number of shares of New Jasper Voting Common Stock. Accordingly, the Reporting Persons no longer
beneficially own any interest of AMHC, as it merged out of existence as a result of the business combination.
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following ☒.
Item
6.
|
Ownership
of More Than Five Percent on Behalf of Another Person.
|
If
any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the
sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more
than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under
the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
N/A
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
If
a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g)
and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control
person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant
subsidiary.
N/A
Item
8.
|
Identification
and Classification of Members of the Group.
|
If
a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the
identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d- 1(c) or Rule
13d-1(d), attach an exhibit stating the identity of each member of the group.
N/A
Item
9.
|
Notice
of Dissolution of Group.
|
Notice
of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect
to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item
5.
N/A
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely
in connection with a nomination under § 240.14a-11.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated:
February 3, 2022
|
Tenor
Capital Management Company, L.P.
|
|
|
|
By:
|
/s/
Robin Shah
|
|
Name:
|
Robin
Shah
|
|
Title:
|
Managing
Member of its general partner, Tenor Management GP, LLC
|
|
Tenor
Opportunity Master Fund, Ltd.
|
|
|
|
By:
|
/s/
Robin Shah
|
|
Name:
|
Robin
Shah
|
|
Title:
|
Authorized
Signatory
|
|
Robin
Shah
|
|
|
|
By:
|
/s/
Robin Shah
|
|
Name:
|
Robin
Shah
|
The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person,
evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however,
that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and
any title of each person who signs the statement shall be typed or printed beneath his signature.
Note.
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7
for other parties for whom copies are to be sent.
Attention.
Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).