Item 5.07. Submission of Matters to a Vote of Security Holders
On
1. The Business Combination Proposal. To consider and vote upon a proposal to (a) adopt and approve the Business Combination Agreement, dated as ofMay 5, 2021 (as may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among AMHC,Ample Merger Sub, Inc. , aDelaware corporation and wholly owned subsidiary of AMHC ("Merger Sub"), andJasper Therapeutics, Inc. , aDelaware corporation ("Jasper"), pursuant to which Merger Sub will merge with and into Jasper, with Jasper surviving the merger as a wholly owned subsidiary of AMHC (together with the other transactions described in the Business Combination Agreement, the "Business Combination") (the time that the Business Combination becomes effective being referred to as the "Effective Time") and (b) approve the Business Combination. In connection with the Business Combination, AMHC will be renamed "Jasper Therapeutics, Inc. " ("New Jasper") and Jasper will be renamed "Jasper Tx Corp. ". Subject to the terms and conditions set forth in the Business Combination Agreement, at the Effective Time: i. each outstanding share of Jasper common stock and Jasper preferred stock will be automatically cancelled, extinguished and converted into the applicable number of shares of voting common stock, par value$0.0001 per share, of New Jasper ("New Jasper Voting Common Stock") or, in certain circumstances, non-voting common stock, par value$0.0001 per share, of New Jasper ("New Jasper Non-Voting Common Stock", together with New Jasper Voting Common Stock, "New Jasper Common Stock"), based on Jasper's equity value; ii. each outstanding vested and unvested option to purchase shares of Jasper's common stock will be cancelled in exchange for a comparable option to purchase shares of New Jasper Voting Common Stock, based on Jasper's equity value; and iii. each unvested award of restricted shares of Jasper's common stock will be converted into a comparable right to receive restricted shares of New Jasper Common Stock, based on Jasper's equity value.
For purposes herein and the Business Combination Agreement, Jasper's equity
value is deemed to be an agreed upon amount equal to
Votes For Votes Against Abstentions 9,366,228 506,415 0 2. The Charter Amendment Proposal. To consider and vote upon a proposal to approve, assuming the Business Combination Proposal is approved and adopted, a proposed amended and restated certificate of incorporation (the "Proposed Charter"), which will amend and restate AMHC's current amended and restated certificate of incorporation (the "Current Charter"), and which Proposed Charter will be in effect when duly filed with the Secretary of State of theState of Delaware in connection with the Closing (as defined in the Business Combination Agreement). Votes For Votes Against Abstentions 9,366,228 506,415 0 1 3. The Bylaws Amendment Proposal. To consider and vote upon a proposal to approve, assuming the Business Combination Proposal is approved and adopted, the proposed amended and restated bylaws (the "Proposed Bylaws"), which will amend and restate AMHC's current bylaws. Votes For Votes Against Abstentions 9,366,228 506,415 0 4. The Advisory Charter Amendment Proposals. To consider and vote upon a proposal to approve, on a non-binding advisory basis, the following material differences between the Proposed Charter and the Current Charter, which were presented in accordance with the requirements of theSEC as eight separate sub-proposals: (a) Advisory Charter Proposal A - To change the corporate name of New Jasper to "Jasper Therapeutics, Inc."; Votes For Votes Against Abstentions 9,052,845 819,798 0 (b) Advisory Charter Proposal B - To increase AMHC's capitalization so that it will have 490,000,000 authorized shares of voting common stock, 2,000,000 authorized shares of non-voting common stock and 10,000,000 authorized shares of preferred stock; Votes For Votes Against Abstentions 9,030,144 842,499 0 (c) Advisory Charter Proposal C - To provide that the removal of any director be only for cause and by the affirmative vote of at least 66?% of New Jasper's then-outstanding shares of capital stock entitled to vote generally in the election of directors (provided that as of the three-year anniversary of the Closing Date (as defined in the Business Combination Agreement), such reference to "66?%" shall be deemed to be "50%"); Votes For Votes Against Abstentions 8,604,284 1,268,359 0 (d) Advisory Charter Proposal D - To provide that certain amendments to provisions of the Proposed Charter will require the approval of at least 66?% of New Jasper's then-outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class (provided that as of the three-year anniversary of the Closing Date, such reference to "66?%" shall be deemed to be "50%"); Votes For Votes Against Abstentions 8,626,883 1,245,760 0 (e) Advisory Charter Proposal E - To provide that amendments to the Proposed Bylaws will require the approval of at least 66?% of New Jasper's then-outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single-class (provided that as of the three-year anniversary of the Closing Date, such reference to "66?%" shall be deemed to be "50%"); Votes For Votes Against Abstentions 8,626,884 1,245,759 0 2 (f) Advisory Charter Proposal F - To make New Jasper's corporate existence perpetual as opposed to AMHC's corporate existence, which is required to be dissolved and liquidated 24 months following the closing of its initial public offering, and to remove from the Proposed Charter the various provisions applicable only to special purpose acquisition companies; Votes For Votes Against Abstentions 9,366,228 506,415 0 (g) Advisory Charter Proposal G - To remove the provision that allows certain stockholders to act by written consent as opposed to holding a stockholders meeting; and Votes For Votes Against Abstentions 8,604,284 1,268,359 0 (h) Advisory Charter Proposal H - To remove the current limitation in place on the corporate opportunity doctrine. Votes For Votes Against Abstentions 9,343,628 529,015 0 5. The Nasdaq Stock Issuance Proposal. To consider and vote upon a proposal to approve, assuming the Business Combination Proposal is approved and adopted, for purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, (a) the issuance of up to 27,500,000 newly issued shares of New Jasper Common Stock in the Business Combination, which amount will be determined as described in more detail in the Final Prospectus and (b) thePIPE Investment (as defined in the Business Combination Agreement). Votes For Votes Against Abstentions 9,366,128 506,515 0 6. The Director Election Proposal. To consider and vote upon a proposal to approve, assuming the Business Combination Proposal is approved and adopted, the appointment of five directors who, upon consummation of the Business Combination, will become directors of New Jasper: Director Nominee Votes For Votes Withheld Kurt von Emster, Class I director 9,366,128 506,515 Anna French, D.Phil, Class II director 9,366,128 506,515
9,366,128 506,515 Christian W. Nolet, Class III director 9,366,128 506,515 7. The Equity Incentive Plan Proposal. To consider and vote upon a proposal to approve, assuming the Business Combination Proposal is approved and adopted, theJasper Therapeutics, Inc. 2021 Equity Incentive Plan, a copy of which was appended to the Final Prospectus as Annex D, which will become effective as of the date immediately preceding the date of the Closing. Votes For Votes Against Abstentions 9,188,845 683,798 0 3 8. The ESPP Proposal. To consider and vote upon a proposal to approve, assuming the Business Combination Proposal is approved and adopted, theJasper Therapeutics, Inc. 2021 Employee Stock Purchase Plan, a copy of which was appended to the Final Prospectus as Annex E, which will become effective as of the date immediately preceding the date of the Closing. Votes For Votes Against Abstentions 9,051,945 820,698 0 9. The Adjournment Proposal. To approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Business Combination Proposal, the Charter Amendment Proposal, the Bylaws Amendment Proposal, the Nasdaq Stock Issuance Proposal, the Director Election Proposal, the Equity Incentive Plan Proposal or the ESPP Proposal, or the Company determines that one or more of the closing conditions under the Business Combination Agreement is not satisfied. Votes For Votes Against Abstentions 8,974,263 898,380 0 Item 8.01 Other Events
On
9,262,099 shares of Class A Common Stock were redeemed in connection with the
Business Combination (the "Redemptions"). The Business Combination Agreement
provides that the obligation of Jasper to consummate the Business Combination is
conditioned on, among other things, a minimum cash condition under which, as of
the Effective Time, the sum of (i) the aggregate cash proceeds available for
release to the Company and Merger Sub from the Company's trust account in
connection with the transactions contemplated by the Business Combination
Agreement (after giving effect to any Company stockholder redemptions) and (ii)
the aggregate cash proceeds actually received by the Company and Merger Sub in
respect of the PIPE Financing (as defined in the Business Combination
Agreement), must be equal to at least
Additionally, in connection with the Closing,
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 99.1 Press Release, datedSeptember 22, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) [SignaturePage Follows ] 4
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