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Item 3.03.
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Material Modification to Rights of Security Holders.
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At the Special Meeting,
the AMHC stockholders considered and approved, among other things, the amendment and restatement of AMHC’s amended and
restated certificate of incorporation and bylaws as described in the Definitive Proxy Statement under the sections titled
“Charter Amendment Proposal” beginning on page 133 and “Bylaws Amendment Proposal” beginning
on page 135, which are incorporated herein by reference. In connection with the consummation of the Transactions, AMHC changed its
name to “Jasper Therapeutics, Inc.” and adopted a second amended and restated certificate of incorporation (the
“Restated Charter”), which became effective upon filing with the Secretary of State of the State of Delaware on
September 24, 2021, and adopted second amended and restated bylaws (the “Restated Bylaws”).
The description of the Restated
Charter, the Restated Bylaws and the general effect of the Restated Charter and the Restated Bylaws upon the rights of the holders of
New Jasper’s Common Stock is included in the Definitive Proxy Statement in the sections titled “Comparison of Corporate
Governance and Stockholder Rights” beginning on page 265 and “Description of New Jasper Securities” beginning
on page 277, which are incorporated herein by reference.
This foregoing summary is
qualified in its entirety by reference to the texts of New Jasper’s Restated Charter and Restated Bylaws, which are filed as
Exhibits 3.1 and 3.2 to this Current Report, respectively, and are incorporated herein by reference.
In accordance with Rule 12g-3(a)
under the Exchange Act, New Jasper is the successor issuer to AMHC and has succeeded to the attributes of AMHC as the registrant. In addition,
the shares of Common Stock of New Jasper, as the successor to AMHC, are deemed to be registered under Section 12(b) of the Exchange Act.
Holders of uncertificated shares of AMHC’s Class A Common Stock and Class B Common Stock prior to the Closing have continued as
holders of shares of uncertificated shares of New Jasper Common Stock.
After consummation of the
Transactions, the New Jasper Voting Common Stock and public warrants are listed on the Nasdaq Capital Market under the symbols “JSPR”
and “JSPRW,” respectively, and the CUSIP numbers relating to the New Jasper Voting Common Stock and public warrants were changed
to 471871 103 and 471871 111, respectively. Holders of AMHC’s shares and public warrants who have filed reports under the Exchange
Act with respect to those shares should indicate in their next filing, or any amendment to a prior filing, filed on or after the Closing
Date that New Jasper is the successor to AMHC.