SecProbe.io

CORRESP
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 Jasper Therapeutics, Inc.
 2200 Bridge Pkwy, Suite # 102

 Redwood City, CA 94065

 March 24, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance
Office of Life Sciences

 100 F Street, N.E.

 Washington, D.C. 20549-0406

 Attention: Tim Buchmiller

 Re: Jasper Therapeutics, Inc.

 Registration Statement on Form
S-3

 Filed March 19, 2025

 File No. 333-285914

 Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Jasper Therapeutics, Inc. (the " Company ") hereby respectfully
requests that the effectiveness of the Registration Statement on Form S-3 (File No. 333-285914) of the Company, filed with the Securities
and Exchange Commission on March 19, 2025 (the " Registration Statement "), be accelerated so that the Registration
Statement shall become effective at 4:30 p.m., Eastern Time, on March 26, 2025 or as soon as possible thereafter.

 The Company hereby confirms
that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended,
as they relate to the proposed offering of the securities specified in the Registration Statement.

 It would be appreciated if,
promptly after the Registration Statement has become effective, you would so inform our outside counsel, Samantha H. Eldredge of Paul
Hastings LLP, by telephone at (650) 320-1838 or by email at samanthaeldredge@paulhastings.com. The Company hereby authorizes Ms. Eldredge
to orally modify or withdraw this request for acceleration.

 Sincerely,

 JASPER THERAPEUTICS, INC.

 By:
 /s/ Herb Cross

 Herb Cross

 Chief Financial Officer

 cc: Samantha H. Eldredge, Esq. (Paul Hastings LLP)

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 21, 2025

Ronald Martell
President and Chief Executive Officer
Jasper Therapeutics, Inc.
2200 Bridge Pkwy Suite #102
Redwood City, CA 94065

 Re: Jasper Therapeutics, Inc.
 Registration Statement on Form S-3
 Filed March 19, 2025
 File No. 333-285914
Dear Ronald Martell:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Tim Buchmiller at 202-551-3635 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Samantha H. Eldredge, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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Jasper Therapeutics, Inc.

2200 Bridge Pkwy, Suite # 102

Redwood City, CA 94065

May 3, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549-0406

Attention: Jason Drory

    Re:
    Jasper Therapeutics, Inc.

    Registration Statement on Form S-3

    Filed April 28, 2023

    File No. 333-271500

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, Jasper Therapeutics, Inc. (the “Company”) hereby respectfully
requests that the effectiveness of the Registration Statement on Form S-3 (File No. 333-271500) of the Company, filed with the Securities
and Exchange Commission on April 28, 2023 (the “Registration Statement”), be accelerated so that the Registration
Statement shall become effective at 4:30 p.m., Eastern Time, on May 5, 2023 or as soon as possible thereafter.

The Company hereby confirms
that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended,
as they relate to the proposed offering of the securities specified in the Registration Statement.

It would be appreciated if,
promptly after the Registration Statement has become effective, you would so inform our outside counsel, Samantha H. Eldredge of Paul
Hastings LLP, by telephone at (650) 320-1838 or by email at samanthaeldredge@paulhastings.com. The Company hereby authorizes Ms. Eldredge
to orally modify or withdraw this request for acceleration.

    Sincerely,

    JASPER THERAPEUTICS, INC.

    By:
    /s/ Jeet Mahal

    Jeet Mahal

    Chief Operating Officer and Chief Financial Officer

cc: Samantha H. Eldredge, Esq. (Paul Hastings LLP)

United States securities and exchange commission logo
May 2, 2023
Ronald Martell
President and Chief Executive Officer
Jasper Therapeutics, Inc.
2200 Bridge Pkwy, Suite #102
Redwood City, CA 94065
Re:Jasper Therapeutics, Inc.
Registration Statement on Form S-3
Filed April 28, 2023
File No. 333-271500
Dear Ronald Martell:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Jason Drory at 202-551-8342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Samantha Eldredge

CORRESP
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Jasper Therapeutics, Inc.

2200 Bridge Pkwy, Suite # 102

Redwood City, CA 94065

October 14, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549-0406

Attention: Jimmy McNamara

    Re:
    Jasper Therapeutics, Inc.

    Registration Statement on Form S-3

    Filed October 7, 2022

File No. 333-267777

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, Jasper Therapeutics, Inc. (the “Company”) hereby respectfully
requests that the effectiveness of the Registration Statement on Form S-3 (File No. 333-267777) of the Company, filed with the Securities
and Exchange Commission on October 7, 2022 (the “Registration Statement”), be accelerated so that the Registration
Statement shall become effective at 4:30 p.m., Eastern Time, on October 18, 2022 or as soon as possible thereafter. As of the date hereof,
there is no managing or principal underwriter for any of the Company’s securities that may be offered pursuant to the Registration
Statement. Future managing or principal underwriters, if any, will be identified in a prospectus supplement to the Registration Statement
at the time of offering.

The Company hereby confirms
that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended,
as they relate to the proposed offering of the securities specified in the Registration Statement.

It would be appreciated if,
promptly after the Registration Statement has become effective, you would so inform our outside counsel, Jeffrey T. Hartlin of Paul Hastings
LLP, by telephone at (650) 320-1804 or by email at jeffhartlin@paulhastings.com. The Company hereby authorizes Mr. Jeffrey T. Hartlin
of Paul Hastings LLP to orally modify or withdraw this request for acceleration.

    Sincerely,

    JASPER THERAPEUTICS, INC.

    By:
    /s/ Ronald Martell

    Ronald Martell

    President and Chief Executive Officer

 cc: Jeffrey T. Hartlin, Esq. (Paul Hastings LLP)

United States securities and exchange commission logo
October 13, 2022
Mr. Ronald Martell
President and Chief Executive Officer
Jasper Therapeutics, Inc.
2200 Bridge Pkwy Suite #102
Redwood City, CA 94065
Re:Jasper Therapeutics, Inc.
Registration Statement on Form S-3
Filed October 7, 2022
File No. 333-267777
Dear Mr. Ronald Martell:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Jimmy McNamara at 202-551-7349 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jeffrey T. Hartlin

CORRESP
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2200 Bridge Parkway Suite #102

Redwood City, CA 94065

October 22, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Jasper Therapeutics, Inc.

    Registration Statement on Form S-1, filed on October 18, 2021

    File No. 333-260306 (the “Registration Statement”)

Ladies and Gentlemen:

In accordance with Rule 461 promulgated under
the Securities Act of 1933, as amended, Jasper Therapeutics, Inc. (the “Company”) hereby requests that the effectiveness
of the Registration Statement be accelerated so that the Registration Statement will become effective on October 26, 2021 at 4:00 p.m.,
Eastern Time, or as soon thereafter as practicable. The Company hereby authorizes Samantha Eldredge of Paul Hastings LLP to orally modify
or withdraw this request for acceleration. As of the date above, there is no managing or principal underwriter for any of the Company’s
securities that may be offered pursuant to the Registration Statement. Future managing or principal underwriters, if any, will be identified
in a prospectus supplement to the Registration Statement at the time of offering.

Please call Samantha Eldredge of Paul Hastings
LLP at (650) 320-1838 to provide notice of the effectiveness of the Registration Statement.

    Very truly yours,

    JASPER THERAPEUTICS, INC.

    By:
    /s/ Jeet Mahal

    Name:
    Jeet Mahal

    Title:
    Chief Financial Officer, Chief Business Officer and Corporate Secretary

 cc: Samantha Eldredge, Paul Hastings LLP

United States securities and exchange commission logo
October 22, 2021
William Lis
Chief Executive Officer
Jasper Therapeutics, Inc.
2200 Bridge Pkwy Suite #102
Redwood City, CA 94065
Re:Jasper Therapeutics, Inc.
Registration Statement on Form S-1
Filed October 18, 2021
File No. 333-260306
Dear Mr. Lis:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Michael Davis at 202-551-4385 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jeffrey T. Hartlin, Esq.

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Amplitude Healthcare Acquisition Corporation

1177 Avenue of the Americas, Fl 40

New York, NY 10036

August 24, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ada Sarmento

 Re: Amplitude Healthcare Acquisition Corporation

 Registration  Statement on Form S-4 (the “Registration Statement”)

 File No. 333-256875

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, Amplitude Healthcare Acquisition Corporation (the “Registrant”) hereby requests acceleration of the
effective date of the above referenced Registration Statement so that it may become effective at 4:00 p.m. Eastern Time, on August 26,
2021, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Wilmer Cutler Pickering Hale
and Dorr LLP, orally request by telephone that such Registration Statement be declared effective.

Please contact Christopher D. Barnstable-Brown,
of Wilmer Cutler Pickering Hale and Dorr LLP, special counsel to the Company, at (212) 295-6834 to provide notice of effectiveness, or
if you have any other questions regarding this matter.

[Signature Page Follows]

    Very truly yours,

    AMPLITUDE HEALTHCARE ACQUISITION CORPORATION

    By:
    /s/ Vishal Kapoor

    Name:
    Vishal Kapoor

    Title:
    President

CORRESP
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August 20, 2021

Via EDGAR Submission

United States Securities and Exchange Commission

Division of Corporation Finance – Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Ada Sarmento

    Chris Edwards

    Christie Wong

    Brian Cascio

    Re:
    AMPLITUDE HEALTHCARE ACQUISITION CORPORATION

    Amendment No. 2 to Registration Statement on Form S-4

    Filed August 9, 2021

    File No. 333-256875

Ladies and Gentlemen:

This letter is being submitted
on behalf of Amplitude Healthcare Acquisition Corporation (the “Company”) in response to the comments of the staff (the “Staff”)
of the Office of Life Sciences of the Division of Corporation Finance of the United States Securities and Exchange Commission with respect
to the Company’s Amendment No. 2 to the Registration Statement on Form S-4, filed on August 9, 2021 (the “Second Amended Registration
Statement”), as set forth in the Staff’s letter dated August 17, 2021 to Bala Venkataraman, Chief Executive Officer of the
Company (this “Comment Letter”). The Company is concurrently filing its Amendment No. 3 to the Registration Statement (the
“Third Amended Registration Statement”), which includes changes to reflect responses to the Staff’s comments and other
updates.

For reference purposes, the
text of this Comment Letter has been reproduced and italicized herein with the response below the numbered comment. Unless otherwise indicated,
the page references in the description of the Staff’s comment refer to the Second Amended Registration Statement, and the page references
in the response refer to the Third Amended Registration Statement. Where appropriate, the Company has responded to the Staff’s comments
by making changes to the disclosure in the Third Amended Registration Statement. All capitalized terms used and not otherwise defined
herein shall have the meanings set forth in the Third Amended Registration Statement. The response provided herein is based upon information
provided to Wilmer Cutler Pickering Hale and Dorr LLP by the Company.

On behalf of the Company,
we advise you as follows:

Summary of the Proxy Statement/Prospectus

Jasper, page 22

    1.
    From your disclosure on pages 197 and 199, it appears that your clinical trial for JSP191 for the treatment of MDS/AML is an ongoing Phase 1 trial that is currently enrolling a Phase 1b dose expansion and your clinical trial for JSP191 for the treatment of SCID is an ongoing Phase 1/2 trial that will complete enrollment by the end of 2022. Given that disclosure, it appears that you should revise the pipeline table here and on page 189 to shorten the corresponding boxes to no longer than the middle of Phase 1, rather than the end of Phase 1, for the MDS/AML trial and the beginning of Phase 2, rather than the end of Phase 2, for the SCID trial. Please also review the current status of your product candidates that are shown in the pipeline table to have completed the preclinical phase and revise the pipeline table as appropriate. We also note that your milestone column indicates that the next milestone for JSP191 for the treatment of MDS/AML is completion of study enrollment of a Phase 1/2 trial. Please revise or advise.

Response: The Company
respectfully advises the Staff that it has revised the disclosure on pages 24 and 191 of the Third Amended Registration Statement in
response to the Staff’s comment.

[Signature Page Follows]

If you require additional information, please
telephone the undersigned at (212) 295-6834. Thank you for your assistance.

    Sincerely,

    /s/ Christopher D. Barnstable-Brown

    Christopher D. Barnstable-Brown, Esq.

cc:

Bala Venkataraman

Vishal Kapoor

Amplitude Healthcare Acquisition Corporation

United States securities and exchange commission logo
August 17, 2021
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
Amendment No. 2 to Registration Statement on Form S-4
Filed August 9, 2021
File No. 333-256875
Dear Mr. Venkataraman:
            We have reviewed your amended registration statement and have the following
comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies 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 this comment, we may have additional comments.
Amendment No. 2 to Registration Statement on Form S-4
Summary of the Proxy Statement/Prospectus
Jasper, page 22
1.From your disclosure on pages 197 and 199, it appears that your clinical trial for JSP191
for the treatment of MDS/AML is an ongoing Phase 1 trial that is currently enrolling a
Phase 1b dose expansion and your clinical trial for JSP191 for the treatment of SCID is an
ongoing Phase 1/2 trial that will complete enrollment by the end of 2022. Given that
disclosure, it appears that you should revise the pipeline table here and on page 189 to
shorten the corresponding boxes to no longer than the middle of Phase 1, rather than the
end of Phase 1, for the MDS/AML trial and the beginning of Phase 2, rather than the end
of Phase 2, for the SCID trial. Please also review the current status of your product
candidates that are shown in the pipeline table to have completed the preclinical phase and
revise the pipeline table as appropriate. We also note that your milestone column indicates

 FirstName LastNameBala Venkataraman
 Comapany NameAmplitude Healthcare Acquisition Corporation
 August 17, 2021 Page 2
 FirstName LastName
Bala Venkataraman
Amplitude Healthcare Acquisition Corporation
August 17, 2021
Page 2
that the next milestone for JSP191 for the treatment of MDS/AML is completion of study
enrollment of a Phase 1/2 trial. Please revise or advise.
            You may contact Christie Wong at 202-551-3684 or Brian Cascio at 202-551-3676 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Ada D. Sarmento at 202-551-3798 or Christopher Edwards at 202-551-6761 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Christopher D. Barnstable-Brown, Esq.

CORRESP
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August 6, 2021

Via EDGAR Submission

United States Securities and Exchange Commission

Division of Corporation Finance – Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Ada Sarmento

    Chris Edwards

    Christie Wong

    Brian Cascio

    Re:
    AMPLITUDE HEALTHCARE ACQUISITION CORPORATION

    Amendment No. 1 to Registration Statement on Form S-4

    Filed July 19, 2021

    File No. 333-256875

Ladies and Gentlemen:

This letter is being submitted
on behalf of Amplitude Healthcare Acquisition Corporation (the “Company”) in response to the comments of the staff (the “Staff”)
of the Office of Life Sciences of the Division of Corporation Finance of the United States Securities and Exchange Commission with respect
to the Company’s Amendment No.1 to the Registration Statement on Form S-4, filed on July 19, 2021 (the “First Amended Registration
Statement”), as set forth in the Staff’s letter dated August 3, 2021 to Bala Venkataraman, Chief Executive Officer of the
Company (this “Comment Letter”). The Company is concurrently filing its Amendment No. 2 to the Registration Statement (the
“Second Amended Registration Statement”), which includes changes to reflect responses to the Staff’s comments and other
updates.

For reference purposes, the
text of this Comment Letter has been reproduced and italicized herein with the response below the numbered comment. Unless otherwise indicated,
the page references in the description of the Staff’s comment refer to the First Amended Registration Statement, and the page references
in the response refer to the Second Amended Registration Statement. Where appropriate, the Company has responded to the Staff’s
comments by making changes to the disclosure in the Second Amended Registration Statement. All capitalized terms used and not otherwise
defined herein shall have the meanings set forth in the Second Amended Registration Statement. The response provided herein is based upon
information provided to Wilmer Cutler Pickering Hale and Dorr LLP by the Company.

On behalf of the Company,
we advise you as follows:

The Board’s Recommendation and Reasons for Approval of the
Business Combination, page 118

    1.

    We note your revisions in response to
prior comment 13. Please revise to clarify how the board considered the various conflicts of interests of your sponsor and your officers
and directors discussed on page 126 in negotiating and recommending the business combination.

Response: The
Company respectfully advises the Staff that it has revised the disclosure on pages 118 and 121 of the Second Amended Registration
Statement in response to the Staff’s comment.

    1

Certain Projected Financial Information, page
121

    2.

    We note your response to prior comment 14 and
    have the following additional comments:

    ● Explain how you determined the
    market penetration rate and market growth rate considering the projection is over such an extended period of time. Disclose
    assumptions related to the market growth rate;

    ● Explain how you determined the price
    of commercial launch; and

    ● Disclose details of the assumptions
used to determine product cost, general and administrative expenses and sales and marketing expenses.

Response: The Company
respectfully advises the Staff that it has revised the disclosure on pages 122 and 123 of the Second Amended Registration Statement in response
to the Staff’s comment.

Unaudited Pro Forma Condensed Combined Financial
Statements

Accounting for the Business Combination, page
172

    3.

    We note in your response to prior comment
17 you indicated how 4% conversion would have impacted the Series A-2 preferred stockholders, Series A-1 preferred stockholders and the
calculation of pro forma net loss per share, respectively. Please include such information in your pro forma financial statements under
Accounting for Business Combination.

Response: The Company
respectfully advises the Staff that it has revised the disclosure on page 173 of the Second Amended Registration Statement in response
to the Staff’s comment.

Our Solution and Product Candidates, page 192

    4.

    We note your revisions in response to
prior comment 20. Please remove the reference to "safely and effectively" in this section.

Response: The Company
respectfully advises the Staff that it has revised the disclosure on page 192 of the Second Amended Registration Statement in response
to the Staff’s comment.

[Signature Page Follows]

    2

If you require additional information, please
telephone the undersigned at (212) 295-6834. Thank you for your assistance.

    Sincerely,

    /s/ Christopher D. Barnstable-Brown

    Christopher D. Barnstable-Brown, Esq.

cc:

Bala Venkataraman

Vishal Kapoor

Amplitude Healthcare Acquisition Corporation

3

United States securities and exchange commission logo
August 5, 2021
Bala Venkataraman
Chief Executive Officer
Amplitude Healthcare Acquisition Corp
1177 Avenue of the Americas, FI40
New York, NY 10036
Re:Amplitude Healthcare Acquisition Corp
Amendment No. 1 to Form 10-K for the Fiscal Year Ended December 31, 2020
Filed May 24, 2021
File No. 001-39138
Dear Mr. Venkataraman:
            We have completed our review of your filings.  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.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Christopher D Barnstable-Brown, Esq

United States securities and exchange commission logo
August 3, 2021
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
Amendment No. 1 to Registration Statement on Form S-4
Filed July 19, 2021
File No. 333-256875
Dear Mr. Venkataraman:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our July 6, 2021 letter.
Amendment No.1 to Registration Statement on Form S-4
The Board's Recommendation and Reasons for Approval of the Business Combination, page 118
1.We note your revisions in response to prior comment 13.  Please revise to clarify how the
board considered the various conflicts of interests of your sponsor and your officers and
directors discussed on page 126 in negotiating and recommending the business
combination.
Certain Projected Financial Information , page 121
2.We note your response to prior comment 14 and have the following additional comments:
•Explain how you determined the market penetration rate and market growth rate
considering the projection is over such an extended period of time.  Disclose

 FirstName LastNameBala Venkataraman
 Comapany NameAmplitude Healthcare Acquisition Corporation
 August 3, 2021 Page 2
 FirstName LastName
Bala Venkataraman
Amplitude Healthcare Acquisition Corporation
August 3, 2021
Page 2
assumptions related to the market growth rate;
•Explain how you determined the price of commercial launch; and
•Disclose details of the assumptions used to determine product cost, general and
administrative expenses and sales and marketing expenses.
Unaudited Pro Forma Condensed Combined Financial Statements
Accounting for the Business Combination , page 172
3.We note in your response to prior comment 17 you indicated how 4% conversion would
have impacted the Series A-2 preferred stockholders, Series A-1 preferred stockholders
and the calculation of pro forma net loss per share, respectively.  Please include such
information in your pro forma financial statements under Accounting for Business
Combination.
Our Solution and Product Candidates, page 192
4.We note your revisions in response to prior comment 20.  Please remove the reference to
"safely and effectively" in this section.
            You may contact Christie Wong at 202-551-3684 or Brian Cascio at 202-551-3676 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Ada Sarmento at 202-551-3798 or Chris Edwards at 202-551-6761 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Christopher D. Barnstable-Brown, Esq.

United States securities and exchange commission logo
July 22, 2021
Bala Venkataraman
Chief Executive Officer
Amplitude Healthcare Acquisition Corp
1177 Avenue of the Americas, FI40
New York, NY 10036
Re:Amplitude Healthcare Acquisition Corp
Amendment No. 1 to Form 10-K for the Fiscal Year Ended December 31, 2020
Form 10-Q for the Quarterly Period Ended March 31, 2021
Response Dated July 21, 2021
File No. 001-39138
Dear Mr. Venkataraman:
            We have reviewed your response to our comment letter and have the following
comment.  Please respond to the comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to the comment, we may have additional comments.
Form 10-Q for the Quarterly Period Ended March 31, 2021
Exhibits 31.1 and 31.2, page 2
1.We note your response to our comment.  However, the certifications filed in your
amended Form 10-Q for quarter ended March 31, 2021 do not have the introductory
language in paragraph 4 referring to internal control over the financial reporting as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f).  Please amend the filing to correct your
certification.

 FirstName LastNameBala Venkataraman
 Comapany NameAmplitude Healthcare Acquisition Corp
 July 22, 2021 Page 2
 FirstName LastName
Bala Venkataraman
Amplitude Healthcare Acquisition Corp
July 22, 2021
Page 2
             You may contact Christie Wong, Staff Accountant, at (202) 551-3684 or Brian Cascio,
Accountant Branch Chief, at (202) 551-3676  with any questions.

Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Christopher D Barnstable-Brown, Esq

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July 22, 2021

Via EDGAR Submission

United States Securities and Exchange Commission

Division of Corporation Finance – Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Christie Wong

    Brian Cascio

    Re:
    AMPLITUDE HEALTHCARE ACQUISITION CORPORATION

    Amendment No. 1 to Form 10-K for the Fiscal Year Ended December 31, 2020

    Form 10-Q for the Quarterly Period Ended March 31, 2021

    Response Dated July 21, 2021

    File No. 001-39138

Ladies and Gentlemen:

This letter is being submitted
on behalf of Amplitude Healthcare Acquisition Corporation (the “Company”) in response to the comments of the staff (the “Staff”)
of the Office of Life Sciences of the Division of Corporation Finance of the United States Securities and Exchange Commission with respect
to the Company’s Amendment No. 1 to the Company’s Form 10-Q for the Quarterly Period Ended March 31, 2021, filed on July 16,
2021 (the “Amended Form 10-Q”), as set forth in the Staff’s letter dated July 22, 2021 to Bala Venkataraman, Chief Executive
Officer of the Company (this “Comment Letter”). Simultaneously with the filing of this Comment Letter, the Company is filing
its Amendment No. 2 to the Amended Form 10-Q (the “Second Amended Form 10-Q”), which includes changes to reflect responses
to the Staff’s comments.

For reference purposes, the
text of this Comment Letter has been reproduced and italicized herein with the response below the numbered comment. Unless otherwise indicated,
the page references in the description of the Staff’s comment refer to the Amended Form 10-Q, and the page references in the response
refer to the Second Amended Form 10-Q. Where appropriate, the Company has responded to the Staff’s comments by making changes to
the disclosure in the Second Amended Form 10-Q. All capitalized terms used and not otherwise defined herein shall have the meanings set
forth in the Second Amended Form 10-Q. The response provided herein is based upon information provided to Wilmer Cutler Pickering Hale
and Dorr LLP by the Company.

On behalf of the Company,
we advise you as follows:

Form 10-Q for the Quarterly Period Ended March 31, 2021

Exhibits 31.1 and 31.2, page 2

    1.
    We note your response to our comment. However, the certifications filed in your amended Form 10-Q for quarter ended March 31, 2021 do not have the introductory language in paragraph 4 referring to internal control over the financial reporting as defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Please amend the filing to correct your certification.

Response: The Company
respectfully advises the Staff that it has revised Exhibit 31.1 and Exhibit 31.2 attached to the Second Amended Form 10-Q in response
to the Staff’s comment.

[Signature Page Follows]

If you require additional information, please
telephone the undersigned at (212) 295-6834. Thank you for your assistance.

    Sincerely,

    /s/ Christopher D. Barnstable-Brown

    Christopher D. Barnstable-Brown, Esq.

    cc:

    Bala Venkataraman

    Vishal Kapoor

    Amplitude Healthcare Acquisition Corporation

CORRESP
1
filename1.htm

July 21, 2021

Via EDGAR Submission

United States Securities and Exchange Commission

Division of Corporation Finance – Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Christie Wong

    Brian Cascio

    Re:
    AMPLITUDE HEALTHCARE ACQUISITION CORPORATION

    Amendment No. 1 to Form 10-K for the Fiscal Year Ended December 31, 2020

    Filed May 24, 2021

    Form 10-Q for the Quarterly Period Ended March 31, 2021

    Filed May 24, 2021

    File No. 001-39138

Ladies and Gentlemen:

This letter is being submitted
on behalf of Amplitude Healthcare Acquisition Corporation (the “Company”) in response to the comments of the staff (the “Staff”)
of the Office of Life Sciences of the Division of Corporation Finance of the United States Securities and Exchange Commission with respect
to the Company’s Amendment No. 1 to the Company’s Form 10-K for the Fiscal Year Ended December 31, 2020, filed on May 24,
2021 (the “Amended Form 10-K”) and the Company’s Form 10-Q for the Quarterly Period Ended March 31, 2021, filed on May
24, 2021 (the “Form 10-Q”), as set forth in the Staff’s letter dated July 7, 2021 to Bala Venkataraman, Chief Executive
Officer of the Company (this “Comment Letter”). On July 16, 2021, the Company filed its Amendment No. 2 to the Amended Form
10-K (the “Second Amended Form 10-K”) and its Amendment No. 1 to the Form 10-Q (the “Amended Form 10-Q”), which
includes changes to reflect responses to the Staff’s comments.

For reference purposes, the text
of this Comment Letter has been reproduced and italicized herein with the response below the numbered comment. Unless otherwise indicated,
the page references in the description of the Staff’s comment refer to the Amended Form 10-K and the Form 10-Q, and the page references
in the response refer to the Second Amended Form 10-K and the Amended Form 10-Q. Where appropriate, the Company has responded to the Staff’s
comments by making changes to the disclosure in the Second Amended Form 10-K and the Amended Form 10-Q. All capitalized terms used and
not otherwise defined herein shall have the meanings set forth in the Second Amended Form 10-K and the Amended Form 10-Q. The response
provided herein is based upon information provided to Wilmer Cutler Pickering Hale and Dorr LLP by the Company.

On behalf of the
Company, we advise you as follows:

Amendment No.1 to Form 10-K for the Fiscal Year Ended December
31, 2020

Item 15. Exhibits, Financial Statement Schedules

Exhibits 31.1 and 31.2, page EX-31

 1. We note the certifications provided in Exhibits 31.1 and 31.2 in Amendment No. 1 to your Form 10-K
for the fiscal year ended December 31, 2020 and Form 10-Q for the quarterly period ended March 31, 2021 do not include the language required
in paragraph 4(b) referring to internal control over financial reporting. In addition, your Form 10-Q for the quarterly period ended March
31, 2021 does not include the introductory language in paragraph 4 referring to internal control over financial reporting.

    Please amend the filings to correct your certifications. You may file abbreviated amendments that are limited to the cover page, explanatory note, signature page and paragraph 1,2, 4 and 5 of the certifications. Refer to Exchange Act Rule 13a-14(a) and Item 601(b)(31) of Regulation S-K.

Response: The
Company respectfully advises the Staff that it has revised Exhibit 31.1 and Exhibit 31.2 attached to the Second Amended Form 10-K and
the Amended Form 10-Q in response to the Staff’s comment.

[Signature Page Follows]

If you require additional information, please
telephone the undersigned at (212) 295-6834. Thank you for your assistance.

Sincerely,

/s/ Christopher D. Barnstable-Brown

Christopher D. Barnstable-Brown, Esq.

cc:

Bala Venkataraman

Vishal Kapoor

Amplitude Healthcare Acquisition Corporation

CORRESP
1
filename1.htm

July 16, 2021

Via EDGAR Submission

United States Securities and Exchange Commission

Division of Corporation Finance – Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Ada Sarmento

    Chris Edwards

    Christie Wong

    Brian Cascio

    Re:
    AMPLITUDE HEALTHCARE ACQUISITION CORPORATION

    Registration Statement on Form S-4

    Filed June 8, 2021

    File No. 333-256875

Ladies and Gentlemen:

This letter is being submitted
on behalf of Amplitude Healthcare Acquisition Corporation (the “Company”) in response to the comments of the staff (the “Staff”)
of the Office of Life Sciences of the Division of Corporation Finance of the United States Securities and Exchange Commission with respect
to the Company’s Registration Statement on Form S-4, filed on June 8, 2021 (the “Initial Registration Statement”), as
set forth in the Staff’s letter dated July 6, 2021 to Bala Venkataraman, Chief Executive Officer of the Company (this “Comment
Letter”). The Company is concurrently filing its Amendment No. 1 to the Registration Statement (the “Amended Registration
Statement”), which includes changes to reflect responses to the Staff’s comments and other updates.

For reference purposes, the
text of this Comment Letter has been reproduced and italicized herein with the response below the numbered comment. Unless otherwise indicated,
the page references in the description of the Staff’s comment refer to the Initial Registration Statement, and the page references
in the response refer to the Amended Registration Statement. Where appropriate, the Company has responded to the Staff’s comments
by making changes to the disclosure in the Amended Registration Statement. All capitalized terms used and not otherwise defined herein
shall have the meanings set forth in the Amended Registration Statement. The response provided herein is based upon information provided
to Wilmer Cutler Pickering Hale and Dorr LLP by the Company.

On behalf of the Company,
we advise you as follows:

Cover Page

 1. Given that the Nasdaq listing condition is waivable, please revise the cover page to prominently disclose
that shareholders will not have certainty at the time they vote regarding whether the New Jasper Voting Common Stock will be listed on
a national securities exchange following the business combination. Also, revise the risk factor on page 91 to reflect that the Nasdaq
listing condition may be waived.

Response: The Company
respectfully advises the Staff that it has revised the cover page and the risk factor on page 92 of the Amended Registration Statement
in response to the Staff’s comment.

Risk Factors, page 31

 2. Please disclose the material risks to unaffiliated investors presented by taking the company public
through a merger rather than an underwritten offering. These risks could include the absence of due diligence conducted by an underwriter
that would be subject to liability for any material misstatements or omissions in a registration statement.

Response: The Company
respectfully advises the Staff that it has added a new risk factor on page 83 of the Amended Registration Statement in response to the
Staff’s comment.

The Proposed Charter that will be in effect
upon the Closing will provide that the Court of Chancery of the State of Delaware, page 85

 3. Please revise this risk factor to disclose that there is also a risk that your exclusive forum provision
may result in increased costs for investors to bring a claim.

Response: The Company
respectfully advises the Staff that it has revised the risk factor on page 86 of the Amended Registration Statement in response to the
Staff’s comment.

AMHC’s Sponsor, directors, and officers
have interests in the Business Combination, page 87

 4. Please quantify the aggregate dollar amount and describe the nature of what the sponsor and its affiliates
have at risk that depends on completion of a business combination. Include the current value of securities held, loans extended, fees
due, and out-of-pocket expenses for which the sponsor and its affiliates are awaiting reimbursement. Provide similar disclosure for the
company’s officers and directors, if material.

Response: The
Company respectfully advises the Staff that it has revised the disclosure on pages 88 and 89 of the Amended Registration
Statement in response to the Staff’s comments to quantify the aggregate dollar amount and describe the nature of what the
Sponsor and its affiliates have at risk that depends on completion of a business combination, including the interests of the
Sponsor, the Company’s officers and directors and their respective affiliates and associates in completion of a business
combination.

 5. Please highlight the risk that the sponsor will benefit from the completion of a business combination
and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather
than liquidate. Please also clarify if the sponsor and its affiliates can earn a positive rate of return on their investment, even if
other SPAC shareholders experience a negative rate of return in the post-business combination company.

Response: The
Company respectfully advises the Staff that it has revised the disclosure on pages 88 and 89 of the Amended Registration
Statement in response to the Staff’s comment.

    2

Business Combination Proposal, page 100

 6. Please revise your disclosure to show the potential impact of redemptions on the per share value of
the shares owned by non-redeeming shareholders by including a sensitivity analysis showing a range of redemption scenarios, including
minimum, maximum and interim redemption levels.

Response: The
Company respectfully advises the Staff that it has added a sensitivity analysis showing a range of redemption scenarios on pages 111
and 112 of the Amended Registration Statement in response to the Staff’s comment.

 7. Please revise to disclose all possible sources and extent of dilution that shareholders who elect not
to redeem their shares may experience in connection with the business combination. Provide disclosure of the impact of each significant
source of dilution, including the amount of equity held by founders, convertible securities, including warrants retained by redeeming
shareholders, at each of the redemption levels detailed in your sensitivity analysis, including any needed assumptions.

Response: The
Company respectfully advises the Staff that it has revised the disclosure on pages 111 and 112 of the Amended Registration
Statement to describe all possible sources and the extent of dilution that non-redeeming shareholders may experience at each of the
redemption levels detailed in the Company’s sensitivity analysis in response to the Staff’s comment.

 8. It appears that underwriting fees remain constant and are not adjusted based on redemptions. Revise
your disclosure to disclose the effective underwriting fee on a percentage basis for shares at each redemption level presented in your
sensitivity analysis related to dilution.

Response: The Company
respectfully advises the Staff that is has revised the disclosure on page 112 of the Amended Registration Statement to disclose such
effective fees on a percentage basis for shares at each redemption level presented in the Company’s sensitivity analysis in response
to the Staff’s comment.

    3

Information About Jasper

Our Product Pipeline, page 106

 9. Please revise your pipeline table to provide separate columns for Phases 1, 2 and 3 of clinical development.

Response: The Company
respectfully advises the Staff that it has revised the pipeline table on pages 23 and 189 of the Amended Registration Statement to
provide separate columns for Phases 1, 2 and 3 of clinical development in response to the Staff’s comment.

Ownership of New Jasper, page 110

 10. Please expand your disclosure regarding the sponsor’s ownership interest in the target company
to disclose the approximate dollar value of the interest based on the transaction value and recent trading prices as compared to the price
paid.

Response: The Company
respectfully advises the Staff that it has revised the disclosure on page 111 of the Amended Registration Statement to provide additional
detail in footnote (2) to the tabular disclosure on the Sponsor’s ownership interest in the target company in response to the Staff’s
comment.

Background to the Business Combination, page
113

 11. Please supplementally provide us with a copy of the forecasted financial information that was provided
to AMHC by Jasper management.

Response: The Company
respectfully advises the Staff that it has supplementally furnished a copy of the forecasted financial information provided to AMHC by
Jasper management concurrently with the submission of this Comment Letter.

 12. Please provide additional detail regarding how the parties came to the initial valuation for Jasper
of $275.0 million included in the February 22, 2021 letter of intent. Please also expand the discussion of the valuation and market conditions
that led to an increase in the valuation on March 15, 2021.

Response: The Company
respectfully advises the Staff that it has revised the disclosure on page 116 of the Amended Registration Statement in response to the
Staff’s comment.

The Board’s Recommendation and Reasons
for Approval of the Business Combination, page 117

 13. Please revise to discuss how the board considered the various conflicts of interests of your sponsor
and your officers and directors discussed on page 123 in negotiating and recommending the business combination.

Response: The Company
respectfully advises the Staff that it has revised the disclosure on page 121 of the Amended Registration Statement in response to the
Staff’s comment.

    4

Certain Projected Financial Information, page
119

 14. We note that in connection with its evaluation of the business combination, the AMHC Board considered
certain non-public financial projections/forecasts prepared by AMHC’s management for fiscal years 2021 through 2036 with respect
to Jasper as a standalone company. We have the following comments regarding these forecasts:

 ● Describe
the process undertaken to formulate the forecasts and assumptions and the parties who participated in the preparation of the forecasts.

 ● Disclose
the material assumptions and estimates underlying the forecasts, including Jasper’s revenue growth rates, operating costs, product
pricing, gross margins, etc. and the limitations of the forecasts. Provide investors with sufficient information to evaluate the forecasted
financial information and its reasonableness.

 ● Explain
how you arrived at the probability of regulatory approval and the nature of such adjustment and whether you applied the same regulatory
success rates for each of the pre-commercialization products, and if so, why.

 ● Explain
how management and the Board relied upon the forecasts and how the determined that they are reasonable, particularly in light of the
length of the forecasts and since Jasper is a clinical stage company with limited operations and no approved products. Specifically,
address the reliability of the projections related to the later years presented.

 ● Explain
to us the extent you have considered providing separate forecasted financial information for each group of product candidates based on
their stage of development.

Response: The Company
respectfully advises the Staff that it has revised the disclosure on pages 121 through 123 of the Amended Registration Statement in
response to the Staff’s comment. Further, the Company respectfully advises the Staff that, as disclosed in the Amended
Registration Statement, management of the Company prepared the AMHC Forecasts of Jasper as a standalone Company to assist the AMHC
board of directors in connection with its evaluation of the Business Combination. AMHC management reviewed the financial forecasts
provided by Jasper management early in the course of the parties discussions (and such financial forecasts are being supplementally
furnished to the Staff), but this projected financial information provided by Jasper reflected what AMHC believed to be an upside
case and AMHC believed that the AMHC Forecasts, a revised set of forecasts with different assumptions, would be more appropriate for
the AMHC Board to consider in connection with evaluating the Business Combination, and as a result the Jasper forecasts were not
provided to the AMHC Board. The Company has revised the disclosure in the Amended Registration Statement to reflect what it believes to
be the material assumptions and estimates with respect to the AMHC Forecasts, so that investors may appropriately evaluate these
forecasts.

Comparable Company Analysis, page 121

 15. Please revise your discussion of the Comparable Company Analysis to clearly show the underlying data
for the Trading Comparables and M&A Comparables.

Response: The
Company respectfully advises the Staff that it has revised the discussion of the Comparable Company Analysis on pages 124 and 125 of
the Amended Registration Statement in response to the Staff’s comment.

Unaudited Pro Forma Condensed Combined Financial
Statements

Accounting for the Business Combination, page
169

 16. With respect to the note (5), please show the computation of Former Jasper shares converted to the
new Jasper Common Stock outstanding following the consummation of the Business Combination. We note your adjustment (L) on page 165. In
your response, please provide the number of Former Jasper Series A-1 and Series A-2 preferred shares outstanding prior to the conversion,
conversion ratio used, and the number of New Jasper Shares converted for Series A-1 and Series A-2 preferred shares, respectively.

Response: The
Company respectfully advises the Staff that it has revised the disclosure on page 173 of the Amended Registration Statement in
response to the Staff’s comment to include in Footnote (5) of Note 1 to the unaudited pro forma condensed combined financial
statements a table reflecting the computation of Former Jasper shares converted to the new Jasper Common Stock outstanding following
the consummation of the Business Combination. The table includes the information about the number of Former Jasper Series A-1 and
Series A-2 preferred shares outstanding prior to the conversion, the conversion ratio used, and the number of New Jasper Shares
converted for Series A-1 and Series A-2 preferred shares, respectively.

    5

 17. We also note on page F-93 that the conversion rate of Jasper’s Series A-2 redeemable preferred
stock can be reduced to 4% if the Company terminates the Amgen license agreement, or Amgen is pursuing a clinical development of an anti
c-kit antibody. Please expand your disclosure to describe how these conditions would have impacted the conversion of the preferred stock
and the related net loss per share calculation.

Response: The Company
respectfully advises the Staff that it has revised the disclosure in Note 1 to the unaudited pro forma condensed combined financial statements
on page 173 of the Amended Registration Statement in response to the Staff’s comment to describe why only the conversion rate of
8% for Jasper’s Series A-2 redeemable preferred stock was used in the unaudited pro forma condensed combined financial statements.

The Company further respectfully
advises the Staff that the conversion rate adjustment is not related to the Business Combination; rather, it is contingent on events that
are not probable to occur prior to the Closing of the Business Combination. However, if the conversion rate were to be reduced to 4%,
it would not impact the total number of New Jasper Common Stock shares issued to Former Jasper stockholders. If a 4% conversion rate was
applicable, Amgen, the Series A-2 preferred stockholder, would receive half of the number of New Jasper Common Stock shar

United States securities and exchange commission logo
July 7, 2021
Bala Venkataraman
Chief Executive Officer
Amplitude Healthcare Acquisition Corp
1177 Avenue of the Americas, FI40
New York, NY 10036
Re:Amplitude Healthcare Acquisition Corp
Amendment No. 1 to Form 10-K for the Fiscal Year Ended December 31, 2020
Filed May 24, 2021
Form 10-Q for the Quarterly Period Ended March 31, 2021
Filed May 24, 2021
File No. 001-39138
Dear Mr. Venkataraman:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to the comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to the comment, we may have additional comments.
Amendment No.1 to Form 10-K for the Fiscal Year Ended December 31, 2020
Item 15. Exhibits, Financial Statement Schedules
Exhibits 31.1 and 31.2, page EX-31
1.We note the certifications provided in Exhibits 31.1 and 31.2 in Amendment No. 1 to
your Form 10-K for the fiscal year ended December 31, 2020 and Form 10-Q for the
quarterly period ended March 31, 2021 do not include the language required in paragraph
4(b) referring to internal control over financial reporting.  In addition, your Form 10-Q for
the quarterly period ended March 31, 2021 does not include the introductory language in
paragraph 4 referring to internal control over financial reporting.

 FirstName LastNameBala Venkataraman
 Comapany NameAmplitude Healthcare Acquisition Corp
 July 7, 2021 Page 2
 FirstName LastName
Bala Venkataraman
Amplitude Healthcare Acquisition Corp
July 7, 2021
Page 2

Please amend the filings to correct your certifications.  You may file abbreviated
amendments that are limited to the cover page, explanatory note, signature page and
paragraph 1,2, 4 and 5 of the certifications.  Refer to Exchange Act Rule 13a-14(a) and
Item 601(b)(31) of Regulation S-K.

            In closing, 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.
            You may contact Christie Wong, Staff Accountant, at (202) 551-3684 or Brian Cascio,
Accountant Branch Chief, at (202) 551-3676 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Christopher D Barnstable-Brown, Esq

United States securities and exchange commission logo
July 6, 2021
Bala Venkataraman
Chief Executive Officer
Amplitude Healthcare Acquisition Corp
1177 Avenue of the Americas, Fl 40
New York, NY 10036
Re:Amplitude Healthcare Acquisition Corp
Registration Statement on Form S-4
Filed June 8, 2021
File No. 333-256875
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.
Registration Statement on Form S-4
Cover Page
1.Given that the Nasdaq  listing condition is waivable, please revise the cover page to
prominently disclose that shareholders will not have certainty at the time they vote
regarding whether the New Jasper Voting Common Stock will be listed on a national
securities exchange following the business combination. Also, revise the risk factor on
page 91 to reflect that the Nasdaq listing condition may be waived.
Risk Factors, page 31
2.Please disclose the material risks to unaffiliated investors presented by taking the
company public through a merger rather than an underwritten offering. These risks could
include the absence of due diligence conducted by an underwriter that would be subject to

 FirstName LastNameBala Venkataraman
 Comapany NameAmplitude Healthcare Acquisition Corp
 July 6, 2021 Page 2
 FirstName LastNameBala Venkataraman
Amplitude Healthcare Acquisition Corp
July 6, 2021
Page 2
liability for any material misstatements or omissions in a registration statement.
The Proposed Charter that will be in effect upon the Closing will provide that the Court of
Chancery of the State of Delaware, page 85
3.Please revise this risk factor to disclose that there is also a risk that your exclusive forum
provision may result in increased costs for investors to bring a claim.
AMHC's Sponsor, directors and officers have interests in the Business Combination, page 87
4.Please quantify the aggregate dollar amount and describe the nature of what the sponsor
and its affiliates have at risk that depends on completion of a business combination.
Include the current value of securities held, loans extended, fees due, and out-of-pocket
expenses for which the sponsor and its affiliates are awaiting reimbursement. Provide
similar disclosure for the company’s officers and directors, if material.
5.Please highlight the risk that the sponsor will benefit from the completion of a business
combination and may be incentivized to complete an acquisition of a less favorable target
company or on terms less favorable to shareholders rather than liquidate. Please also
clarify if the sponsor and its affiliates can earn a positive rate of return on their
investment, even if other SPAC shareholders experience a negative rate of return in the
post-business combination company.
Business Combination Proposal, page 100
6.Please revise your disclosure to show the potential impact of redemptions on the per share
value of the shares owned by non-redeeming shareholders by including a sensitivity
analysis showing a range of redemption scenarios, including minimum, maximum and
interim redemption levels.
7.Please revise to disclose all possible sources and extent of dilution that shareholders who
elect not to redeem their shares may experience in connection with the business
combination. Provide disclosure of the impact of each significant source of dilution,
including the amount of equity held by founders, convertible securities, including warrants
retained by redeeming shareholders, at each of the redemption levels detailed in your
sensitivity analysis, including any needed assumptions.
8.It appears that underwriting fees remain constant and are not adjusted based on
redemptions. Revise your disclosure to disclose the effective underwriting fee on a
percentage basis for shares at each redemption level presented in your sensitivity analysis
related to dilution.
Information About Jasper
Our Product Pipeline, page 106
9.Please revise your pipeline table to provide separate columns for Phases 1, 2 and 3 of
clinical development.

 FirstName LastNameBala Venkataraman
 Comapany NameAmplitude Healthcare Acquisition Corp
 July 6, 2021 Page 3
 FirstName LastNameBala Venkataraman
Amplitude Healthcare Acquisition Corp
July 6, 2021
Page 3
Ownership of New Jasper, page 110
10.Please expand your disclosure regarding the sponsor’s ownership interest in the target
company to disclose the approximate dollar value of the interest based on the transaction
value and recent trading prices as compared to the price paid.
Background to the Business Combination, page 113
11.Please supplementally provide us with a copy of the forecasted financial information that
was provided to AMHC by Jasper management.
12.Please provide additional detail regarding how the parties came to the initial valuation for
Jasper of $275.0 million included in the February 22, 2021 letter of intent.  Please also
expand the discussion of the valuation and market conditions that led to an increase in the
valuation on March 15, 2021.
The Board’s Recommendation and Reasons for Approval of the Business Combination, page 117
13.Please revise to discuss how the board considered the various conflicts of interests of your
sponsor and your officers and directors discussed on page 123 in negotiating and
recommending the business combination.
Certain Projected Financial Information, page 119
14.We note that in connection with its evaluation of the business combination, the AMHC
Board considered certain non-public financial projections/forecasts prepared by AMHC's
management for fiscal years 2021 through 2036 with respect to Jasper as a
standalone company. We have the following comments regarding these forecasts:
•Describe the process undertaken to formulate the forecasts and assumptions and the
parties who participated in the preparation of the forecasts.
•Disclose the material assumptions and estimates underlying the forecasts, including
Jasper's revenue growth rates, operating costs, product pricing, gross margins, etc.
and the limitations of the forecasts. Provide investors with sufficient information to
evaluate the forecasted financial information and its reasonableness.
•Explain how you arrived at the probability of regulatory approval and the nature of
such adjustment and whether you applied the same regulatory success rates for each
of the pre-commercialization products, and if so, why.
•Explain how management and the Board relied upon the forecasts and how they
determined that they are reasonable, particularly in light of the length of the
forecasts and since Jasper is a clinical stage company with limited operations and no
approved products. Specifically, address the reliability of the projections related to
the later years presented.
•Explain to us the extent you have considered providing separate forecasted financial
information for each group of product candidates based on their stage of
development.

 FirstName LastNameBala Venkataraman
 Comapany NameAmplitude Healthcare Acquisition Corp
 July 6, 2021 Page 4
 FirstName LastName
Bala Venkataraman
Amplitude Healthcare Acquisition Corp
July 6, 2021
Page 4
Comparable Company Analysis, page 121
15.Please revise your discussion of the Comparable Company Analysis to clearly show the
underlying data for the Trading Comparables and M&A Comparables.
Unaudited Pro Forma Condensed Combined Financial Statements
Accounting for the Business Combination, page 169
16.With respect to the note (5), please show the computation of Former Jasper shares
converted to the new Jasper Common Stock outstanding following the consummation of
the Business Combination. We note your adjustment (L) on page 165. In your response,
please provide the number of Former Jasper Series A-1 and Series A-2 preferred shares
outstanding prior to the conversion, conversion ratio used,  and the number of New Jasper
Shares converted for Series A-1 and Series A-2 preferred shares, respectively.
17.We also note on page F-93 that the conversion rate of Jasper's Series A-2 redeemable
preferred stock can be reduced to 4% if the Company terminates the Amgen license
agreement, or Amgen is pursuing a clinical development of an anti c-kit antibody. Please
expand your disclosure to describe how these conditions would have impacted the
conversion of the preferred stock and the related net loss per share calculation.
Note 3 - Pro Forma Adjustments, page 171
18.With respect to adjustment BB, please specify the income tax rate used to calculate the
provision for income taxes.
Note 5 - Earnout Shares, page 172
19.Please list the expected volatility rate and the risk-free interest rate used to value the
earnout liabilities.
Our Solution and Product Candidates, page 189
20.We note your statement that certain attributes will allow JSP191 to be used safely and
effectively. Please revise your disclosures to remove any statements that imply that
JSP191 is safe or effective, as safety and efficacy are determinations that are solely within
the authority of the FDA or similar foreign regulators.
Management of New Jasper Following the Business Combination, page 242
21.Please revise to briefly discuss, for each director, the specific experience, qualifications,
attributes or skills that led to the conclusion that the person should serve as a director for
your company, in light of your business and structure. Refer to Item 401(e) of Regulation
S-K.

 FirstName LastNameBala Venkataraman
 Comapany NameAmplitude Healthcare Acquisition Corp
 July 6, 2021 Page 5
 FirstName LastName
Bala Venkataraman
Amplitude Healthcare Acquisition Corp
July 6, 2021
Page 5
Dr. Shizuru Consulting Agreement, page 259
22.Please file the consulting agreement as an exhibit or tell us why you do not believe you
are required to file it.  Refer to Item 601(b)(10) of Regulation S-K.
            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 Christie Wong at 202-551-3684 or Brian Cascio at 202-551-3676 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Ada Sarmento at 202-551-3798 or Chris Edwards at 202-551-6761 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Christopher D. Barnstable-Brown, Esq.

CORRESP
1
filename1.htm

November 18, 2019

VIA EDGAR

Ms. Susan Block

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Amplitude Healthcare Acquisition Corporation

    Registration Statement on Form S-1

    File No. 333-234324

    Acceleration Request

    Requested Date:
    November 19, 2019

    Requested Time:
    4:00 p.m. Eastern Time

Dear Ms. Block:

In accordance with Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned
hereby joins the request of Amplitude Healthcare Acquisition Corporation that the effectiveness for the above-captioned Registration
Statement on Form S-1 (as amended through the date hereof) filed under the Securities Act be accelerated by the Securities and
Exchange Commission (the “Commission”) to 4:00 p.m. Eastern Time, on November 19, 2019, or as soon thereafter
as practicable, or at such other time as the Company or its outside counsel, Ellenoff Grossman & Schole LLP, request by telephone
that such Registration Statement be declared effective.

Pursuant to Rule 460 under the Act,
we wish to advise you that we have carried out the following distribution of the Company’s preliminary prospectus dated November
8, 2019:

 i. Dates of distribution: November 11, 2019 through the date hereof

 ii. Number of prospective underwriters to which the preliminary prospectus was furnished: 0

 iii. Number of preliminary prospectuses furnished to investors: approximately 270

 iv. Number of preliminary prospectuses furnished to underwriters, dealers, institutions and others:
approximately 150

We, the undersigned, have complied and
will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Remainder of page intentionally
left blank]

    Very truly yours,

    BMO Capital Markets Corp.

    SVB Leerink LLC

    as Underwriters

    BMO CAPITAL MARKETS CORP.

    By:
    /s/ Eric Benedict

    Name:
    Eric Benedict

    Title:
    Group Head, ECM

    SVB LEERINK LLC

    By:
    /s/ Byron T. Webster

    Name:
    Byron T. Webster

    Title:
    Managing Director

CORRESP
1
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AMPLITUDE HEALTHCARE ACQUISITION CORPORATION

1177 Avenue of the Americas, Floor 40

New York, NY 10036

November 18, 2019

VIA EDGAR

Ms. Susan Block

Division of Corporation Finance

U.S. Securities & Exchange
Commission

100 F Street, NE

Washington, D.C. 20549-4561

    Re:
    Amplitude Healthcare Acquisition Corporation

    Registration Statement on Form S-1

    Filed October 25, 2019, as amended

    File No. 333-234324

Dear Ms. Block:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Amplitude Healthcare Acquisition Corporation hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 4 p.m. EST on Tuesday, November 19, 2019, or as soon as thereafter practicable.

    Very truly yours,

    /s/ Bala Venkataraman

    Bala Venkataraman

    Chief Executive Officer

    cc:

        Ellenoff Grossman & Schole LLP

        Mayer Brown LLP

CORRESP
1
filename1.htm

Amplitude Healthcare Acquisition Corporation

1177 Avenue of the Americas, Fl40

New York, NY 10036

November 14, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Susan Block

 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 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 November 13, 2019, regarding the Amendment No. 1 to Form S-1 filed November 6, 2019 and Amendment No. 2 to Form S-1 filed
November 8, 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.

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 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 acknowledge the Staff’s comment, and Exhibit
4.4 has been revised, in Section 9.3, to remove the exclusivity of the submission to the jurisdiction of the courts of the State
of New York or the United States District Court for the Southern District of New York. As revised, Exhibit 4.4 does not contain
any exclusive jurisdiction provision, including for claims that arise under the Securities Act or Exchange Act. As a result of
the foregoing revisions, we do not believe that any additional disclosure, including risk factor disclosure, is appropriate.

The revised form of warrant agreement is filed as
Exhibit 4.4 to Amendment No.3 to the Company’s Registration Statement on Form S-1.

*    *    *

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

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

CORRESP
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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

October 9, 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
Draft Registration Statement on Form S-1
Submitted September 13, 2019
CIK No. 0001788028
Dear Mr. Venkataraman:
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
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.

 FirstName LastNameBala Venkataraman
 Comapany NameAmplitude Healthcare Acquisition Corporation
 October 9, 2019 Page 2
 FirstName LastName
Bala Venkataraman
Amplitude Healthcare Acquisition Corporation
October 9, 2019
Page 2
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.
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.
            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