SEC Company Response from Jasper Therapeutics, Inc. (JSPR, JSPRW) (CIK 0001788028) (JSPR) — Oct 25, 2019
Jasper Therapeutics, Inc. (JSPR, JSPRW) (CIK 0001788028)
Date: Oct. 25, 2019 · CIK: 0001788028 · Accession: 0001213900-19-021150
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Amplitude Healthcare Acquisition Corporation
1177 Avenue of the Americas, Fl40
New York, NY 10036
October 25, 2019
VIA EDGAR
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Amy Geddes
Re: Amplitude Healthcare Acquisition Corporation
Draft Registration Statement
on Form S-1
Submitted September 13, 2019
CIK No. 0001788028
Dear Ms. Geddes:
Amplitude Healthcare Acquisition Corporation
(the “Company,” “we,” “our” or “us”) hereby transmits its response to the comment
letter received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”),
dated October 9, 2019, regarding the Draft Registration Statement on Form S-1 filed on September 13, 2019.
For the Staff’s convenience, we have
repeated below the Staff’s comments in bold, and have followed each comment with the Company’s response.
Draft Registration Statement on Form S-1
Risk Factors, page 25
1. Please add a risk factor describing the risk that the low acquisition cost of the founder shares creates an economic incentive whereby your officers and directors could potentially make a substantial profit even if
you select an acquisition target that subsequently declines in value and is unprofitable for public investors. We note that
you have a risk factor on page 42 addressing the separate risk that the founder shares will be worthless if you do not
complete an initial business combination.
We have added the relevant risk factor in response
to the Staff’s comment.
Description of Securities
Exclusive forum for certain lawsuits, page 116
2. We note your disclosure that your exclusive forum
provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act. Please ensure that the
exclusive forum provision in your amended and restated certificate of incorporation states this clearly, or tell us how you will
inform investors in future filings that the provision does not apply to any actions arising under the Exchange Act.
We respectfully advise the Staff that our amended
and restated certificate of incorporation, which will be filed as an exhibit to the Registration Statement, will clearly state
that exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Securities Exchange
Act of 1934, as amended.
U.S. Securities and Exchange Commission
October 25, 2019
Page 2 of 2
General
3. Please provide us with copies of all written communications,
as defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf, present to potential
investors in reliance on Section 5(d) of the Securities Act, whether or not they retain copies of the communications.
In response to the Staff’s comment, we will
provide all such written communications under separate cover. We confirm that potential investors will not retain copies of any
such communications.
* * *
We thank the Staff
in advance for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact our legal counsel,
Stuart Neuhauser Esq., of Ellenoff Grossman & Schole LLP, at (212) 370-1300.
Very truly yours,
Amplitude Healthcare Acquisition Corporation
By:
/s/
Bala Venkataraman
Name:
Bala Venkataraman
Title:
Chief Executive Officer
cc: Ellenoff Grossman & Schole LLP