JSPR US Equity☆

Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Special

Note Regarding Forward-Looking Statements

The

following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction

with our audited financial statements and the notes related thereto which are included in “Item 8. Financial Statements

and Supplementary Data” of this Report. Certain information contained in the discussion and analysis set forth below includes

forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements

as a result of many factors, including those set forth under “Special Note Regarding Forward-Looking Statements” below,

“Item 1A. Risk Factors” and elsewhere in this Report.

This

Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E

of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ

materially from those expected and projected. All statements other than statements of historical fact included in this Report

including statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations”

regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations,

are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,”

“estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking

statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current

beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ

materially from the events, performance and results discussed in the forward-looking statements. Except as expressly required

by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements

whether as a result of new information, future events or otherwise.

Overview

We

are a blank check company formed under the laws of the State of Delaware on August 13, 2019 for the purpose of effecting a merger,

capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more target

businesses. We intend to effectuate our Business Combination using cash from the proceeds of our Initial Public Offering and the

sale of the Placement Units that occurred simultaneously with the completion of our Initial Public Offering, our capital stock,

debt or a combination of cash, stock and debt.

We

expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to

complete a Business Combination will be successful.

Results

of Operations

We

have neither engaged in any operations nor generated any revenues to date. Our only activities through December 31, 2020 were

organizational activities, those necessary to prepare for our initial public offering, described below, and identifying a target

company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business

Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account.

We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance),

as well as for due diligence expenses in connection with completing a Business Combination.

For

the year ended December 31, 2020, we had a net loss of $590,701, which consists of operating costs of $935,400 and a provision

for income taxes of $38,451, and interest earned on marketable securities held in the Trust Account of $383,150.

For

the period from August 13, 2019 (inception) through December 31, 2019, we had a net income of $2,043, which consists of interest

earned on marketable securities held in the Trust Account of $154,572, offset by operating costs of $136,304 and a provision for

income taxes of $16,225.

33

Liquidity

and Capital Resources

On

November 22, 2019, we consummated our initial public offering of 10,000,000 Units, at $10.00 per Unit, generating gross proceeds

of $100,000,000. Simultaneously with the closing of our initial public offering, we consummated the sale of 4,000,000 Private

Placement Warrants to the Sponsor at a price of $1.00 per warrant, generating gross proceeds of $4,000,000.

Following

our initial public offering and the sale of the Private Placement Warrants, a total of $100,000,000 was placed in the Trust Account.

We incurred $5,944,772 in transaction costs, including $2,000,000 of underwriting fees, $3,500,000 of deferred underwriting fees

and $444,772 of other offering costs.

For

the year ended December 31, 2020, cash used in operating activities was $640,984, which consists of our net loss of $590,701,

interest earned on marketable securities held in the Trust Account of $383,150 and changes in operating assets and liabilities,

which provided $332,867 of cash from operating activities.

For

the period from August 13, 2019 (inception) through December 31, 2019, cash used in operating activities was $367,473. Net income

of $2,043 was offset by interest earned on marketable securities held in the Trust Account of $154,572 and changes in operating

assets and liabilities, which used $214,944 of cash from operating activities.

As

of December 31, 2020, we had cash and marketable securities held in the Trust Account of $100,339,379. Interest income on the

balance in the Trust Account may be used by us to pay taxes. During year ended December 31, 2020, we withdrew approximately $198,000

of interest earned on the Trust Account to pay for our franchise and income tax obligations. We intend to use substantially all

of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less taxes payable

and deferred underwriting commissions) to complete our Business Combination. We may withdraw interest to pay taxes. To the extent

that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining

proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses,

make other acquisitions and pursue our growth strategies.

As

of December 31, 2020, we had cash of $770,114 held outside of the Trust Account. We intend to use the funds held outside the Trust

Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses,

travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners,

review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business

Combination.

In

order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our Sponsor

or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be

required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination

does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no

proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants

identical to the Private Placement Warrants, at a price of $1.00 per warrant at the option of the lender.

We

do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However,

if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination

are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to

our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or

because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination,

in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance

with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination.

If we are unable to complete our Business Combination because we do not have sufficient funds available to us, we will be forced

to cease operations and liquidate the Trust Account. In addition, following our Business Combination, if cash on hand is insufficient,

we may need to obtain additional financing in order to meet our obligations.

Going

Concern

We

have until November 22, 2021 to consummate a Business Combination. It is uncertain that we will be able to consummate a Business

Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and

subsequent dissolution. Management has determined that the mandatory liquidation, should a Business Combination not occur, and

potential subsequent dissolution raises substantial doubt about our ability to continue as a going concern. No adjustments have

been made to the carrying amounts of assets or liabilities should we be required to liquidate after November 22, 2021.

34

Off-balance

sheet financing arrangements

We

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2020.

We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often

referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet

arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities,

guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual

obligations

We

do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an

agreement to pay the underwriters a deferred fee of $0.35 per Unit, or $3,500,000 in the aggregate. A portion of such amount may

be paid to third parties not participating in Initial Public Offering (but who are members of FINRA) that assist us in consummating

a Business Combination. The election to make such payments to third parties will be solely at the discretion of our management

team, and such third parties will be selected by the management team in their sole and absolute discretion; provided, that no

single third party (together with its affiliates) may be paid an amount in excess of the portion of the aggregate deferred underwriting

commission paid to the underwriters unless the parties otherwise agree. The deferred fee will become payable to the underwriters

from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of

the underwriting agreement.

The

Company has an arrangement with an entity, which is 45% owned by the Company’s Chief Executive Officer, whereby it currently pays

an aggregate of $3,697 per month for office space. No written agreement currently exists, as such, the payments are on a month

to month basis.

Critical

Accounting Policies

The

preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the

United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and

liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses

during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical

accounting policies:

Class

A Common Stock Subject to Possible Redemption

We

account for our Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification

(“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A Common stock subject to

mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock

(including common stock that features redemption rights that are either within the control of the holder or subject to redemption

upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times,

common stock is classified as stockholders’ equity. Our common stock features certain redemption rights that are considered

to be outside of our control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to

possible redemption is presented as temporary equity, outside of the stockholders’ equity section of our balance sheets.

35

Net

loss per common share

We

apply the two-class method in calculating earnings per share. Net income per common share, basic and diluted for Class A

redeemable common stock is calculated by dividing the interest income earned on the Trust Account, net of applicable franchise

and income taxes, by the weighted average number of Class A redeemable common stock outstanding for the period. Net loss

per common share, basic and diluted for Class B non-redeemable common stock is calculated by dividing the net income, less

income attributable to Class A redeemable common stock, by the weighted average number of Class B non-redeemable common stock

outstanding for the periods.

Recent

Accounting Pronouncements

Management

does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material

effect on our financial statements.

Item 7A.Quantitative and Qualitative Disclosures about Market Risk.

As

of December 31, 2020, we were not subject to any market or interest rate risk. Following the consummation of our Initial Public

Offering, the net proceeds of our Initial Public Offering, including amounts in the Trust Account, have been invested in U.S.

government treasury bills, notes or bonds with a maturity of 180 days or less or in certain money market funds that invest solely

in US treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure

to interest rate risk.

Item 8.Financial Statements and Supplementary Data.

This

information appears following Item 15 of this Report and is included herein by reference.

Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A.Controls and Procedures.

Disclosure

Controls and Procedures

Disclosure

controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed

in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods

specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures

designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated

and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding

required disclosure.

As

required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out

an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2020.

Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and

procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.

36

Management’s

Annual Report on Internal Controls over Financial Reporting

As

required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for

establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting

is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial

statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those

policies and procedures that:

Because

of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our

financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls

may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting at December 31, 2020. In making these assessments,

management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal

Control — Integrated Framework (2013). Based on our assessments and those criteria, management determined that we maintained

effective internal control over financial reporting as of December 31, 2020.

This

Annual Report on Form 10-K does not include an attestation report of internal controls from our independent registered public

accounting firm due to our status as an emerging growth company under the JOBS Act.

Changes

in Internal Control over Financial Reporting

There

were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of

the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

Item 9B.Other Information.

None.

37

PART

III

Item 10.Directors, Executive Officers and Corporate Governance.

Directors

and Executive Officers

As

of the date of this report, our directors and officers are as follows:

Name Age Position

Howard Hoffen 57 Chairman

Bala Venkataraman 53 Chief Executive Officer and Director

Kenneth Clifford 64 Chief Financial Officer

Vishal Kapoor 45 President

Fred Eshelman 72 Director

Ernest Mario 82 Director

Peter Dolan 65 Director

Glenn Reicin 56 Director

Howard

Hoffen, our Chairman since inception, has served as the Founder, Chairman and Chief Executive Officer of Metalmark since

its founding as an independent firm in 2004, and was previously Chairman and Chief Executive Officer of MSCP. He joined Morgan

Stanley in 1985 and MSCP in 1986. He oversaw the private equity businesses of Morgan Stanley, including MSCP, Venture Partners

and Global Emerging Markets. Mr. Hoffen was also formerly a member of the Management Committee for Morgan Stanley Investment

Management. Mr. Hoffen is currently a director of multiple healthcare companies including Innovetive Petcare Holdings, LLC,

an operator of veterinary hospitals and clinics, since 2018, Premier Research Group Holdings, L.P., a middle-market contract

research organization, since 2016, and Sebela Holdings LLC, a privately-held commercialization and development organization

focused on marketed pharmaceuticals, since 2018. Mr. Hoffen has also previously served as a director of numerous companies

including Aegis Sciences Corporation, a leading provider of drug monitoring and toxicology services, from 2010 to 2014, Catalytica,

Inc., an outsourced manufacturing business that employed proprietary catalytic technologies to provide more efficient and cleaner

production processes for the pharmaceutical and the power generation industries, from 1997 to 2000, Collagen Matrix, Inc., a developer

and manufacturer of collagen and mineral-based biomaterial products, from 2014 to 2019, Healogics, Inc., a provider of wound

care management services for hospitals and other healthcare providers, from 2008 to 2014, Melissa & Doug, Inc., a designer

and developer of a range of educational and traditional toy products, from 2007 to 2010, Vanguard Health Systems, Inc., a hospital

management company, from 2001to 2004, and WorldStrides Holdings, an educational travel provider, from 2016 to 2017. Mr. Hoffen

received a BS in Engineering from Columbia University and an MBA from Harvard Business School. Mr. Hoffen is currently a

member of the Fu Foundation School of Engineering and Applied Sciences, Board of Visitors at Columbia University. He is well qualified

to serve on our Board due to his extensive investment and transactional experience in the healthcare industry.

38

Bala

Venkataraman, our Chief Executive Officer and a Director since inception, has been a founding Partner of Avego since 2014

and prior to this was an experienced operating executive in the pharmaceutical industry. Most recently, beginning in 2011, Mr. Venkataraman

was Co-Founder and Executive Chairman of Vidara Therapeutics until its sale to Horizon Pharma in 2014. Prior to founding

Vidara Therapeutics, Mr. Venkataraman was the Co-Founder and Chief Executive Officer of Alaven Pharmaceutical from 2003

until its sale to Meda Pharma in 2010. Mr. Venkataraman also served as Chief Operating Officer, Chief Financial Officer,

and Vice President of Business Development, Strategic Planning and Operations at First Horizon Pharmaceutical (now part of Shionogi

Pharma) from 1998 to 2003. Mr. Venkataraman has authored several papers in research publications related to medicinal chemistry

and holds numerous drug and formulation patents. Since 2013 he has been a director of Sebela Holdings LLC, a privately-held commercialization

and development organization focused on marketed pharmaceuticals. Mr. Venkataraman holds an MS in Chemistry from Case Western

University and an MBA from the Wharton School of the University of Pennsylvania. He is well qualified to serve on our Board due

to his extensive operational and investment experience in the healthcare industry.

Kenneth

Clifford, our Chief Financial Officer since inception, serves as a Partner and Chief Financial Officer at Metalmark, where

he has held such position since Metalmark’s founding as an independent firm in 2004. He is a former Managing Director and

Chief Financial Officer of Morgan Stanley Capital Partners, Venture Partners and Global Emerging Markets. He joined Morgan Stanley

in 1981 and Morgan Stanley Capital Partners in 1986. He was formerly a member of the Investment Committee for the Morgan Stanley

Global Emerging Markets Fund, Mr. Clifford served as a director of EnerSys and Ingenuity Systems. He is a Certified Public

Accountant in the State of New York. Mr. Clifford received a B.S. in Business and Economics from Lehigh University and an

MBA from New York University.

Vishal

Kapoor, our President since January 2020, has been a Partner of Avego since January 2021. Previously, he worked at Iveric

Bio (formerly known as Ophthotech) from April 2015 to December 2019. As the Chief Business Officer of Iveric Bio, he was responsible

for acquiring an industry-leading portfolio of gene therapy and therapeutic assets in ophthalmology. From October 2014 to April

2015, Mr. Kapoor was responsible for business development and portfolio strategy in his role as Director of Corporate Development

at NPS Pharma, which was acquired by Shire in 2015. From 2005 to 2014, Mr. Kapoor spent 9 years at Genentech in a variety of positions,

including leading strategy for ophthalmology and CNS pipeline assets, Lucentis marketing, commercial assessments for business

development and medical affairs. Mr. Kapoor holds an MBA in Finance and Management from Columbia Business School and a BA in Biology

from Columbia University.

Fred

Eshelman, a director of ours since November 2019, is the founder of Eshelman Ventures, LLC an investment company primarily

interested in healthcare companies, since 2014. Previously, from 1986 to 2011 Dr. Eshelman founded and initially served as Chairman

and Chief Executive Officer (and later solely as Chairman) of Pharmaceutical Product Development, a global contract research organization.

After the sale of Pharmaceutical Product Development in 2011, he served as founding chairman and largest shareholder of Furiex

Pharmaceuticals, a company which in-licensed and rapidly developed new medicines and which was sold to Forest Laboratories/Actavis

in 2014. His career has also included positions at the former Glaxo, Inc., Beecham Laboratories and Boehringer Mannheim Pharmaceuticals.

He is currently a director of Eyenovia, Inc. (NASDAQ:EYEN) a clinical stage ophthalmic biopharmaceutical company, since 2018,

Cellective Biotherapy, Inc., a B-10 cell-based immunotherapy company, since 2016 and Asepticys, LLC, a development stage

company researching novel disinfectants, since 2018. Previously, he was chairman of The Medicines Company (NASDAQ: MDCO), a pharmaceutical

company, from 2015 to 2018 and was on the board of Bausch Health Companies, Inc. (NYSE: BHC), a pharmaceutical company, from 2015

to 2018. Dr. Eshelman has served on the executive committee of the Medical Foundation of North Carolina, and was appointed by

the North Carolina General Assembly to serve on the Board of Governors for the state’s multi-campus university system,

as well as the North Carolina Biotechnology Center. In addition, he chairs the board of visitors for the School of Pharmacy at

the University of North Carolina at Chapel Hill (“UNC-CH”). The School was named the University of North Carolina

Eshelman School of Pharmacy in recognition of his many contributions to the school and the profession. Dr. Eshelman received

the doctor of pharmacy from the University of Cincinnati, completed a residency at Cincinnati General Hospital, and a BS Pharm

from UNC-CH. He completed the OPM program at Harvard Business School. Dr. Eshelman also received an honorary doctor

of science from UNC-CH. He is well qualified to serve on our Board due to his extensive operational and investment experience

in the healthcare industry.

Ernest

Mario, a director of ours since November 2019, has since 2007 been Chairman of Soleno Therapeutics, Inc. (NASDAQ: SLNO),

a pharmaceutical company focused on the development and commercialization of novel therapeutic products for the treatment of rare

diseases. He has also, since 2011, been a Venture Partner with Pappas Ventures, a Research Triangle Park, North Carolina life

science venture capital firm, since 2014 served as a director Eyenovia, Inc. (NASDAQ: EYEN), a clinical stage ophthalmic biopharmaceutical

company, and since April 2018 served as a director of Kindred Bioscience Inc. (NASDAQ: KIN). From 2007 until November 2019, he

served as a director of Celgene Corporation (NASDAQ: CELG), a large biotechnology company. Dr. Mario served in management at a

number of drug companies before being named in 1989 Chief Executive Officer of Glaxo Wellcome, then the second-largest drug

company in the world. During Dr. Mario’s tenure, Glaxo brought five major new products to market and saw sales and profits

increase substantially. Later, Dr. Mario led pioneering drug delivery technology company Alza until selling it to Johnson &

Johnson in 2001. He subsequently served as Chairman and Chief Executive Officer of Reliant Pharmaceuticals, where he led the commercialization

of Omacor/Lovaza, the first prescription omega-3 medication clinically proven to reduce very high triglycerides. Dr. Mario

also serves on the advisory board to certain funds and co-investment vehicles affiliated with Metalmark. He served as a trustee

of Rutgers University, where the pharmacy school he attended now bears his name; the University of Rhode Island, where he earned

his PhD in physical sciences; and Duke University, where his 18 years of service was the longest tenure ever for a non-Duke University

family member. Dr. Mario earned a BS in pharmacy at Rutgers University and his MS and PhD in physical sciences at the University

of Rhode Island. He also holds honorary doctorates from the University of Rhode Island and Rutgers University. In 2007, he was

awarded the Remington Medal by the American Pharmacists’ Association, pharmacy’s highest honor. He is well qualified

to serve on our Board due to his extensive operational, investment and transactional experience in the healthcare industry.

39

Peter Dolan, a director of ours since

November 2019, has decades of senior leadership experience across a broad range of businesses and has a track record of successful healthcare

investments in large companies and more recently in technology driven startups. Mr. Dolan joined Bristol-Myers Squibb (NYSE:

BMY) from General Foods in 1988. After more than a decade leading its Consumer Products, Nutritionals, and Medical Device businesses,

he was named Chief Executive Officer of the company in 2001. He led the acquisition of DuPont Pharmaceuticals, which brought Eliquis to

the company, which has since become a very large, multi-billion dollar, annual revenue product. In 2001, the successful investment

in Imclone’s Erbitux provided the oncology revenue bridge until the introductions of Sprycel and later Yervoy. In 2004, he licensed

the immuno-oncology compound that became Yervoy, later named as the Biotech Discovery of the Decade for extending survival in some

of the hardest to treat cancers. Following his departure from Bristol-Myers Squibb in 2006, Mr. Dolan has served as Chairman

and Chief Executive Officer of Gemin X, a venture capital backed startup oncology company that was sold to Cephalon Pharmaceuticals. More

recently, from 2014 to 2019, he was Chairman of Allied Minds, plc (LON: ALM), an innovation company that forms, funds, manages and builds

startups based on early-stage technology. Over the course of his career, Mr. Dolan has served on the boards of multiple for-profits and

not-for-profits, and has been on the Board of Tufts University since 2001, serving as its Chairman since 2013. Other boards have included

the American Express Company (NYSE: AXP) and the Tuck School Board of Overseers. He serves as Chairman of the Partnership for a Healthier

America, which works with the private, public and non-profit sectors to develop strategies and initiatives and brokers commitments

to address the obesity epidemic. Mr. Dolan graduated magna cum laude from Tufts University in 1978 with a BA. He then earned his

MBA from the Tuck School of Business at Dartmouth College. He is well qualified to serve on our Board due to his extensive investment,

operational and transactional experience in the healthcare industry.

Glenn

Reicin, a director of ours since November 2019, has since June 2019 been Chief Financial Officer at Sigilon Therapeutics,

Inc., a provider of novel treatments for a range of chronic diseases, and from 1993 to 2008 a Managing Director at Morgan Stanley

where he headed their Healthcare Equity Research team. He is a biotechnology and medical technology executive with experience

across finance, operations and investor relations. From 2013 to May 2019, Mr. Reicin served as President of Greyrock Biomedical

Advisors, which provides a range of deal sourcing, valuation, due diligence and management consulting services for companies in

the healthcare space. Most notably, he designed and implemented a strategy for PDL Biopharma to ensure the profitability of the

company after a 2016 patent and corresponding royalty expired. Previously, in 2013, he served as an Executive-in-Resident at

Covidien and from 2008 to 2012 as Managing Director at Skyline Ventures. At Skyline Ventures, he served as an active board

member at a number of biotech firms, including Novasys Medical, a maker of minimally invasive treatments for female incontinence

from 2009 to 2013, SI-Bone Inc. (NASDAQ: SIBN), a developer of a minimally invasive surgical treatment for sacroiliac joint

disorders from 2010 to 2012, and Spinal Motion Incorporated, a developer of artificial disc implants to preserve motion at the

treated spinal segment of the body from 2009 to 2014. He also served as Board Observer on Collegium Pharmaceuticals Inc. (NASDAQ:

COLL) a pain management pharmaceutical company and AcelRx Pharmaceuticals (NASDAQ: ACRX), a specialty pharmaceutical company.

He started his career at Morgan Stanley where he became a Managing Director in equity research covering medical technology. His

sell-side career spanned 18 years, including 15 years as a top-three ranked analyst and six consecutive years in the

top spot. He holds an M.B.A. from Harvard Business School and B.A. from Brandeis University. He is well qualified to serve on

our Board due to his extensive operational, consulting and transactional experience in the healthcare industry.

Number

and Terms of Office of Officers and Directors

We

currently have six directors. Our board of directors is divided into three classes with only one class of directors being elected

in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a

three-year term. The term of office of the first class of directors, consisting of Messrs. Reicin and Dolan, will expire at our

first annual meeting of stockholders. The term of office of the second class of directors, consisting of Messrs. Eshelman and

Mario, will expire at the second annual meeting of stockholders. The term of office of the third class of directors, consisting

of Messrs. Hoffen and Venkataraman, will expire at the third annual meeting of stockholders. We may not hold an annual meeting

of stockholders until after we consummate our initial business combination. In addition, the founder shares, all of which are

held by our initial stockholders, will entitle the initial stockholders to elect all of our directors prior to our initial business

combination. Holders of our public shares will have no right to vote on the election of directors during such time. These provisions

of our amended and restated certificate of incorporation may only be amended by the vote of at least 90% of our issued and outstanding

common stock entitled to vote thereon. As a result, you will not have any influence over the election of directors prior to our

initial business combination.

40

Our

officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific

terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate.

Our bylaws provide that our officers may consist of one or more Chairmen of the Board, one or more Chief Executive Officers, a

President, a Chief Financial Officer, Vice Presidents, Secretary, Treasurer and such other offices as may be determined by the

board of directors.

Committees

of the Board of Directors

Our

board of directors has two standing committees: an audit committee and a compensation committee. Subject to phase-in rules and

a limited exception, Nasdaq rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised

solely of independent directors, and Nasdaq rules require that the compensation committee of a listed company be comprised solely

of independent directors.

Audit

Committee

We

have established an audit committee of the board of directors. Messrs. Reicin, Dolan and Mario serve as members of our audit committee,

and Mr. Reicin chairs the audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have

at least three members of the audit committee, all of whom must be independent. Each of Messrs. Reicin, Dolan and Mario meet the

independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.

Each

member of the audit committee is financially literate and our board of directors has determined that Mr. Reicin qualifies as an

“audit committee financial expert” as defined in applicable SEC rules.

We

have adopted an audit committee charter, which detail the principal functions of the audit committee, including:

Compensation

Committee

We

have established a compensation committee of the board of directors. Messrs. Reicin and Eshelman serve as members of our compensation

committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the compensation

committee, all of whom must be independent. Messrs. Reicin and Eshelman are independent and Mr. Eshelman chairs the compensation

committee.

We

have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

● reviewing on an annual basis our executive compensation policies and plans;

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Notwithstanding

the foregoing, as indicated above, other than the base salary to Mr. Kapoor of $8,333.00 per month, no compensation of any kind,

including finders, consulting or other similar fees, will be paid to any of our existing stockholders, officers, directors or

any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial

business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation

committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection

with such initial business combination.

The

charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation

consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of

the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel

or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required

by Nasdaq and the SEC.

Director

Nominations

We

do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when

required to do so by law or Nasdaq rules. In accordance with Rule 5605 of the Nasdaq rules, a majority of the independent directors

may recommend a director nominee for selection by the board of directors. The board of directors believes that the independent

directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation

of a standing nominating committee. As there is no standing nominating committee, we do not have a nominating committee charter

in place.

The

board of directors will also consider director candidates recommended for nomination by our stockholders during such times as

they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special

meeting of stockholders). Our stockholders that wish to nominate a director for election to our board of directors should follow

the procedures set forth in our bylaws.

We

have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors

to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background,

diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and

the ability to represent the best interests of our stockholders.

Compensation

Committee Interlocks and Insider Participation

None

of our officers currently serves, or in the past year has served, as a member of the compensation committee of any entity that

has one or more officers serving on our board of directors.

Compliance

with Section 16(a) of the Exchange Act

Section

16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors and

persons who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange

Commission initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. These

executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies

of all Section 16(a) forms filed by such reporting persons. Based solely on our review of such forms furnished to us and written

representations from certain reporting persons, we believe that all reports applicable to our executive officers, directors and

greater than 10% beneficial owners were filed in a timely manner pursuant to Section 16(a).

Code

of Ethics

We

have adopted a Code of Ethics applicable to our directors, officers and employees. We have filed a copy of our Code of Ethics

and our audit and compensation committee charters as exhibits to the registration statement in connection with our initial public

offering. You can review these documents by accessing our public filings at the SEC’s web site at www.sec.gov. In addition,

a copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or

waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

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Availability of Documents

We have filed a copy of our form of Code

of Ethics, our audit committee charter, our nominating committee charter and compensation committee charter as exhibits to the

registration statement filed in connection with our initial public offering. You will be able to review these documents by accessing

our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without

charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in

a Current Report on Form 8-K.

Item 11.Executive Compensation.

Executive Officer and Director Compensation

Except for Mr. Kapoor, none of our officers

has received any cash compensation for services rendered to us. We pay Mr. Kapoor a monthly base salary of $8,333. Contingent on

his continuous employment with the Company, Mr. Kapoor will also be eligible to receive a one-time bonus in the amount of $300,000

if the business combination of the Company is successfully closed and publicly announced. No compensation of any kind, including

any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our

sponsor, officers and directors except for Mr. Kapoor, or any affiliate of our sponsor or officers, prior to, or in connection

with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type

of transaction that it is). However, these individuals are reimbursed for any out-of-pocket expenses incurred in connection with

activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

Any such payments prior to an initial business combination will be made using funds held outside the trust account. Other than

audit committee review of such payments, we do not expect to have any additional controls in place governing our reimbursement

payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with identifying and consummating

an initial business combination.

After the completion of our initial business

combination, directors or members of our management team who remain with us may be paid consulting or management fees from the

combined company. All of these fees will be fully disclosed to stockholders, to the extent then known, in the tender offer materials

or proxy solicitation materials furnished to our stockholders in connection with a proposed initial business combination. We have

not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management.

It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because

the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation

to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation

committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.

We do not intend to take any action to

ensure that members of our management team maintain their positions with us after the consummation of our initial business combination,

although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain

with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain

their positions with us may influence our management’s motivation in identifying or selecting a target business but we do

not believe that the ability of our management to remain with us after the consummation of our initial business combination will

be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements

with our officers and directors, except Mr. Kapoor, that provide for benefits upon termination of employment.

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Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth information

regarding the beneficial ownership of our common stock as of March 30, 2021 based on information obtained from the persons named

below, with respect to the beneficial ownership of shares of our common stock, by:

● all our executive officers and directors as a group.

Unless otherwise indicated, we believe that

all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned

by them.

Class A Common Stock Class B Common Stock

Amplitude Healthcare Holdings LLC (2)(3) — — 2,500,000 20.0 %

Fred Eshelman (3) — — — —

Ernest Mario (3) — — — —

Peter Dolan (3) — — — —

Glenn Reicin (3) — — — —

Vishal Kapoor (3) — — — —

Tenor Opportunity Master Fund, Ltd. (4) 500,000 5.0 % — —

The table above does not include the shares

of common stock underlying the private placement warrants held by our sponsor because these securities are not exercisable within

60 days of this report.

* less than 1%.

44

Changes in Control

Not Applicable.

Item 13.Certain Relationships and Related Transactions, and Director Independence.

In August 2019, our sponsor acquired 2,875,000

founder shares for an aggregate purchase price of $25,000. Prior to the initial investment in the company of $25,000 by our sponsor,

the company had no assets, tangible or intangible. The number of founder shares issued was determined based on the expectation

that such founder shares represent 20% of the outstanding shares upon completion of our initial public offering. On January 3,

2020, 375,000 founder shares were returned by our sponsor and then forfeited, as our underwriter did not exercise the over-allotment option,

at all. The founder shares (including the Class A common stock issuable upon exercise thereof) may not, subject to certain

limited exceptions, be transferred, assigned or sold by the holder.

Simultaneously with the closing of our

initial public offering, pursuant to the Private Placement Warrants Purchase Agreement, we completed the private sale of an aggregate

of the Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant to our Sponsor, generating gross proceeds

to us of $4,000,000. The Private Placement Warrants are identical to the Warrants sold as part of the Units in our initial public

offering, except that our Sponsor has agreed not to transfer, assign or sell any of the Private Placement Warrants (except to certain

permitted transferees) until 30 days after the completion of our initial business combination. The Private Placement Warrants are

also not redeemable for cash by us so long as they are held by our Sponsor or its permitted transferees. No underwriting discounts

or commissions were paid with respect to such sale.

If any of our officers or directors becomes

aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary

or contractual obligations, including our Founders, he or she will honor his or her fiduciary or contractual obligations to present

such opportunity to such entity. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations

to other entities that may take priority over their duties to us. We may, at our option, pursue an Affiliated Joint Acquisition

opportunity with an entity to which an officer or director has a fiduciary or contractual obligation. Any such entity may co-invest with

us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the

acquisition by making a specified future issuance to any such entity. No compensation of any kind, including finder’s and

consulting fees, will be paid to our sponsor, existing officers, directors and advisors except for Mr. Kapoor, or any of their

respective affiliates, for services rendered prior to or in connection with the completion of an initial business. In addition,

these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such

as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee

will review on a quarterly basis all payments that were made to our sponsor, officers, directors, advisors or our or their affiliates

and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement

of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

We have been paying an aggregate of $3,697

per month for office space used by one of our officers, to an entity that is affiliated with our Chief Executive Officer. No written

agreement currently exists for such office lease, as the payments are on a month to month basis. For the year ended December 31,

2020, the Company incurred and paid $44,364 of such fees. For the period ended December 31, 2019, there were no such fees.

Our sponsor has agreed to loan us up to

$300,000 which was used for a portion of the expenses of our initial public offering. This loan was non-interest bearing, unsecured

and was repaid upon the closing of our initial public offering out of the offering proceeds not held in the trust account. Such

loan was repaid upon the consummation of our initial public offering.

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In addition, in order to finance transaction

costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our

officers and directors may, but are not obligated to, loan us funds as may be required. If we complete an initial business combination,

we would repay such loaned amounts. In the event that the initial business combination does not close, we may use a portion of

the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be

used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the

option of the lender. The warrants would be identical to the private placement warrants, including as to exercise price, exercisability

and exercise period. The terms of such loans by our officers and directors, if any, have not been determined and no written agreements

exist with respect to such loans. We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor

as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access

to funds in our trust account.

After our initial business combination,

members of our management team who remain with us may be paid consulting, management or other fees from the combined company with

any and all amounts being fully disclosed to our stockholders, to the extent then known, in the tender offer or proxy solicitation

materials, as applicable, furnished to our stockholders. It is unlikely the amount of such compensation will be known at the time

of distribution of such tender offer materials or at the time of a stockholder meeting held to consider our initial business combination,

as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.

On November 19, 2019, we entered into a

registration rights agreement with respect to the private placement warrants, the warrants issuable upon conversion of working

capital loans (if any) and the shares of Class A common stock issuable upon exercise of the foregoing and upon conversion

of the founder shares.

Related Party Policy

Our audit committee must review and approve

any related person transaction we propose to enter into. Our audit committee charter details the policies and procedures relating