Full Press Release Details
INDEX TO FINANCIAL STATEMENTS
| Page | ||
| Report of Independent Registered Public Accounting Firm | F-2 | |
| Balance Sheet as of November 22, 2019 | F-3 | |
| Notes to Financial Statement | F-4 |
REPORT OF INDEPENDENT REGISTERED PUBLIC
To the Stockholders and the Board of Directors
Amplitude Healthcare Acquisition Corporation
Opinion on the Financial Statements
We have audited the accompanying balance
sheet of Amplitude Healthcare Acquisition Corporation (the "Company") as of November 22, 2019 and the related notes
(collectively referred to as the "financial statement"). In our opinion, the financial statement presents fairly, in
all material respects, the financial position of the Company as of November 22, 2019, in conformity with accounting principles
generally accepted in the United States of America.
This financial statement is the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statement based on our audit.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with
the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statement is free of material misstatement, whether due to error or fraud. The Company is not required to have, nor
were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to
obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness
of the entity's internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures
to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable
basis for our opinion.
/s/ WithumSmith+Brown, PC
We have served as the Company's auditor
AMPLITUDE HEALTHCARE ACQUISITION CORPORATION
| ASSETS | ||||
| Current assets | ||||
| Cash | $ | 1,555,205 | ||
| Prepaid expenses and other current assets | 23,200 | |||
| Total Current Assets | 1,578,405 | |||
| Cash held in Trust Account | 100,000,000 | |||
| Total Assets | $ | 101,578,405 | ||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
| Liabilities | ||||
| Deferred underwriting fee payable | $ | 3,500,000 | ||
| Total Liabilities | 3,500,000 | |||
| Commitments and contingencies | ||||
| Class A common stock subject to possible redemption, 9,307,840 shares at $10.00 per share | 93,078,400 | |||
| Stockholders' Equity | ||||
| Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | - | |||
| Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 692,160 issued and outstanding (excluding 9,307,840 shares subject to possible redemption) | 69 | |||
| Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 2,875,000 shares issued and outstanding (1) | 288 | |||
| Additional paid-in capital | 5,001,471 | |||
| Accumulated deficit | (1,823 | ) | ||
| Total Stockholders' Equity | 5,000,005 | |||
| Total Liabilities and Stockholders' Equity | $ | 101,578,405 |
The accompanying notes are an integral part
of this financial statement.
AMPLITUDE HEALTHCARE ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENT
Note 1 - Description
of Organization and Business Operations
Amplitude Healthcare
Acquisition Corporation (the "Company") was incorporated in Delaware on August 13, 2019. The Company was formed for
the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination
with one or more businesses (the "Business Combination").
Although the Company
is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus
its search on companies in the healthcare industry. The Company is an early stage and emerging growth company and, as such, the
Company is subject to all of the risks associated with early stage and emerging growth companies.
As of November 22, 2019,
the Company had not commenced any operations. All activity for the period from August 13, 2019 (inception) through November 22,
2019 relates to the Company's formation and the initial public offering ("Initial Public Offering"), which is
described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination,
at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the
Initial Public Offering.
statement for the Company's Initial Public Offering was declared effective on November 19, 2019. On November 22, 2019, the
Company consummated the Initial Public Offering of 10,000,000 units (the "Units" and, with respect to the shares of
Class A common stock included in the Units sold, the "Public Shares"), generating gross proceeds of $100,000,000, which
is described in Note 3.
the closing of the Initial Public Offering, the Company consummated the sale of 4,000,000 warrants (the "Private Placement
Warrants") at a price of $1.00 per Private Placement Warrant in a private placement to Amplitude Healthcare Holdings LLC,
a Delaware limited liability company (the "Sponsor"), generating gross proceeds of $4,000,000, which is described in
amounted to $5,944,772, consisting of $2,000,000 of underwriting fees, $3,500,000 of deferred underwriting fees and $444,772 of
other offering costs. In addition, $1,555,205 of cash was held outside of the Trust Account (as defined below) and is available
for working capital purposes.
Following the closing
of the Initial Public Offering on November 22, 2019, an amount of $100,000,000 ($10.00 per Unit) from the net proceeds of the sale
of the Units in the Initial Public Offering and the sale of the Private Placement Warrant was placed in a trust account ("Trust
Account") which will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of
the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as
a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined
by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust
Account, as described below.
management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and
the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward
consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully.
The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market
value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable
on interest earned on the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only
complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities
of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an
investment company under the Investment Company Act 1940, as amended (the "Investment Company Act").
The Company will provide
its holders of the outstanding Public Shares (the "Public Stockholders") with the opportunity to redeem all or a portion
of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called
to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder
approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public
Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially
anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously
released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Stockholders who redeem their
Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed
in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company's
AMPLITUDE HEALTHCARE ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENT
The Company will proceed
with a Business Combination if the Company has net tangible assets of at least $5,000,001 immediately prior to or upon such consummation
of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of
the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote
for business or other legal reasons, the Company will, pursuant to its Certificate of Incorporation (the "Certificate of
Incorporation"), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission
("SEC") and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder
approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons,
the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to