SEC Comment Letter for Jasper Therapeutics, Inc. (JSPR, JSPRW) (CIK 0001788028) (JSPR) — Nov 14, 2019
Jasper Therapeutics, Inc. (JSPR, JSPRW) (CIK 0001788028)
Date: Nov. 14, 2019 · CIK: 0001788028 · Accession: 0000000000-19-015466
AI Filing Summary & Sentiment
File numbers found in text: 333-234324
Letter
November 13, 2019 Bala Venkataraman Chief Executive Officer Amplitude Healthcare Acquisition Corporation 1177 Avenue of the Americas, Fl 40 New York, NY 10036 Re:Amplitude Healthcare Acquisition Corporation Form S-1 filed October 25, 2019 Amendment No. 1 to Form S-1 filed November 6, 2019 Amendment No. 2 to Form S-1 filed November 8, 2019 File No. 333-234324 Dear Mr. Venkataraman: We have reviewed your registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Amendment No. 1 to Registration Statement on Form S-1 Exhibits 1.We note that the form of warrant agreement filed as Exhibit 4.4 provides that the company agrees that any action, proceeding or claim against it arising out of or relating in any way to the agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, "which jurisdiction shall be exclusive." If this provision requires investors in this offering to bring any such action, proceeding or claim in the courts of the State of New York or the United States District Court for the Southern District of New York, please disclose such provision in your registration statement, and disclose whether this provision applies to actions arising under the Securities Act or
FirstName LastNameBala Venkataraman Comapany NameAmplitude Healthcare Acquisition Corporation November 13, 2019 Page 2 FirstName LastName Bala Venkataraman Amplitude Healthcare Acquisition Corporation November 13, 2019 Page 2 Exchange Act. If the provision applies to actions arising under the Securities Act or Exchange Act, please also add related risk factor disclosure. If this provision does not apply to actions arising under the Securities Act or Exchange Act, please also ensure that the provision in the warrant agreement states this clearly. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Amy Geddes at 202-551-3304 or Doug Jones at 202-551-3309 if you have questions regarding comments on the financial statements and related matters. Please contact Susan Block at 202-551-3210 or Laura Nicholson at 202-551-3584 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services
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November 13, 2019
Bala Venkataraman
Chief Executive Officer
Amplitude Healthcare Acquisition Corporation
1177 Avenue of the Americas, Fl 40
New York, NY 10036
Re:Amplitude Healthcare Acquisition Corporation
Form S-1 filed October 25, 2019
Amendment No. 1 to Form S-1 filed November 6, 2019
Amendment No. 2 to Form S-1 filed November 8, 2019
File No. 333-234324
Dear Mr. Venkataraman:
We have reviewed your registration statement and have the following comments. In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1
Exhibits
1.We note that the form of warrant agreement filed as Exhibit 4.4 provides that the company
agrees that any action, proceeding or claim against it arising out of or relating in any way
to the agreement shall be brought and enforced in the courts of the State of New York or
the United States District Court for the Southern District of New York, and irrevocably
submits to such jurisdiction, "which jurisdiction shall be exclusive." If this provision
requires investors in this offering to bring any such action, proceeding or claim in the
courts of the State of New York or the United States District Court for the Southern
District of New York, please disclose such provision in your registration statement, and
disclose whether this provision applies to actions arising under the Securities Act or
FirstName LastNameBala Venkataraman
Comapany NameAmplitude Healthcare Acquisition Corporation
November 13, 2019 Page 2
FirstName LastName
Bala Venkataraman
Amplitude Healthcare Acquisition Corporation
November 13, 2019
Page 2
Exchange Act. If the provision applies to actions arising under the Securities Act or
Exchange Act, please also add related risk factor disclosure. If this provision does not
apply to actions arising under the Securities Act or Exchange Act, please also ensure that
the provision in the warrant agreement states this clearly.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
You may contact Amy Geddes at 202-551-3304 or Doug Jones at 202-551-3309 if you
have questions regarding comments on the financial statements and related matters. Please
contact Susan Block at 202-551-3210 or Laura Nicholson at 202-551-3584 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services