Sec Form 3 Filing - Velan Capital Investment Management LP @ Jasper Therapeutics, Inc. - 2023-01-25

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Velan Capital Investment Management LP 2. Issuer Name and Ticker or Trading Symbol Jasper Therapeutics, Inc. [ JSPR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1055B POWERS PLACE 3. Date of Earliest Transaction (MM/DD/YY) 01/25/2023 (Street) ALPHARETTA, GA30009 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.0001 per share( 1 ) 8,385,000 I By Velan Capital Master Fund LP( 2 ) Common Stock, par value $0.0001 per share( 1 ) 2,453,281 I By Avego Healthcare Capital, L.P.( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Earnout Shares( 4 )( 5 ) $ 11.5 ( 4 )( 5 ) ( 4 )( 5 ) Common Stock 90,656 I By Avego Healthcare Capital, L.P.( 3 ) Earnout Shares( 4 )( 5 ) $ 15 ( 4 )( 5 ) ( 4 )( 5 ) Common Stock 181,312 I By Avego Healthcare Capital, L.P.( 3 ) Earnout Shares( 4 )( 5 ) $ 18 ( 4 )( 5 ) ( 4 )( 5 ) Common Stock 108,787 I By Avego Healthcare Capital, L.P.( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Velan Capital Investment Management LP 1055B POWERS PLACE ALPHARETTA, GA30009 X Velan Capital Master Fund LP 89 NEXUS WAY GRAND CAYMAN, E9KY1-9009 See Footnote 1 Avego Healthcare Capital, L.P. 1055B POWERS PLACE ALPHARETTA, GA30009 See Footnote 1 Velan Capital Holdings LLC 1055B POWERS PLACE ALPHARETTA, GA30009 See Footnote 1 Avego Healthcare Capital Holdings, LLC 1055B POWERS PLACE ALPHARETTA, GA30009 See Footnote 1 Avego Management LLC 1055B POWERS PLACE ALPHARETTA, GA30009 See Footnote 1 Velan Capital Management LLC 1055B POWERS PLACE ALPHARETTA, GA30009 X VENKATARAMAN BALAJI 1055B POWERS PLACE ALPHARETTA, GA30009 X Morgan Adam 1055B POWERS PLACE ALPHARETTA, GA30009 X Signatures Velan Capital Master Fund LP, By: Velan Capital Holdings LLC, its general partner By: /s/ Adam Morgan, managing member 02/03/2023 Signature of Reporting Person Date Avego Healthcare Capital, L.P., By: Avego Healthcare Capital Holdings, LLC, its general partner By: /s/ Balaji Venkataraman, managing member 02/03/2023 Signature of Reporting Person Date Velan Capital Holdings LLC, By: /s/ Adam Morgan, managing member 02/03/2023 Signature of Reporting Person Date Avego Healthcare Capital Holdings, LLC, By: /s/ Balaji Venkataraman, managing member 02/03/2023 Signature of Reporting Person Date Avego Management, LLC, By: /s/ Balaji Venkataraman, managing member 02/03/2023 Signature of Reporting Person Date Velan Capital Investment Management LP, By: Velan Capital Management LLC, its general partner By: /s/ Adam Morgan, managing member 02/03/2023 Signature of Reporting Person Date Velan Capital Management LLC, By: /s/ Adam Morgan, managing member 02/03/2023 Signature of Reporting Person Date /s/ Balaji Venkataraman 02/03/2023 Signature of Reporting Person Date /s/ Adam Morgan 02/03/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 3 is filed jointly by Velan Capital Master Fund LP ("Velan Master"), Avego Healthcare Capital, L.P. ("Avego Fund"), Velan Capital Holdings LLC ("Velan GP"), Avego Healthcare Capital Holdings, LLC ("Avego GP"), Avego Management, LLC ("Avego Management"), Velan Capital Investment Management LP ("Velan Capital"), Velan Capital Management LLC ("Velan IM GP"), Balaji Venkataraman and Adam Morgan (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. ( 2 )Securities owned directly by Velan Master. As the general partner of Velan Master, Velan GP may be deemed to beneficially own the securities owned directly by Velan Master. As the investment manager of V elan Master, Velan Capital may be deemed to beneficially own the securities owned directly by Velan Master. As the general partner of Velan Capital, Velan IM GP may be deemed to beneficially own the securities owned directly by Velan Master. As the managing members of Velan GP and Velan IM GP, Messrs. Venkataraman and Morgan may be deemed to beneficially own the securities owned directly by Velan Master. ( 3 )Securities owned directly by Avego Fund. As the general partner of Avego Fund, Avego GP may be deemed to beneficially own the securities owned directly by Avego Fund. As the co-investment manager of Avego Fund, Avego Management may be deemed to beneficially own the securities owned directly by Avego Fund. As the co-investment manager of Avego Fund, Velan Capital may be deemed to beneficially own the securities owned directly by Avego Fund. As the general partner of Velan Capital, Velan IM GP may be deemed to beneficially own the securities owned directly by Avego Fund. As the managing member of each of Avego GP, Avego Management, Velan GP and Velan IM GP, Mr. Venkataraman may be deemed to beneficially own the securities owned directly by Avego Fund. As the managing member of each of Velan GP and Velan IM GP, Mr. Morgan may be deemed to beneficially own the securities owned directly by Avego Fund. ( 4 )Reflects shares of the Issuer's common stock (the "Earnout Shares") issuable pursuant to the Business Combination Agreement between the Issuer and Amplitude Healthcare Acquisition Corporation, dated May 5, 2021. The Earnout Shares vest to the extent that the Issuer's common stock achieves certain hurdles as follows: (i) 90,656 Earnout Shares will vest if, during the period from and after September 24, 2021 until September 24, 2024 (the "Earnout Period"), over any twenty trading days within any thirty day consecutive trading day period, the volume-weighted average price of the Issuer's common stock ("Applicable VWAP") is greater than or equal to $11.50, (ii) 181,312 Earnout Shares will vest if, during the Earnout Period, the Applicable VWAP is greater than or equal to $15.00 and (iii) 108,787 Earnout Shares will vest if, during the Earnout Period, the Applicable VWAP is greater than or equal to $18.00. ( 5 )Any Earnout Shares that remain unvested as of the expiration of the Earnout Period (and the related portion of dividends and earnings thereon) shall be forfeited.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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