FORM 4
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 OF SECURITIES

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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(Print or Type Responses)
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)
100 NORTH MAIN STREET, SUITE 301
3. Date of Earliest Transaction (Month/Day/Year)
02/08/2024
(Street)

ALPHARETTA, GA 30009
4. If Amendment, Date Original Filed (Month/Day/Year)
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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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) 02/08/2024   P   350,000 A $ 12.95 1,188,500 (4) I By Velan Capital Master Fund LP (2)
Common Stock, par value $0.0001 per share (1)               245,328 (4) I By Avego Healthcare Capital, L.P. (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)
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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Velan Capital Investment Management LP
100 NORTH MAIN STREET
SUITE 301
ALPHARETTA, GA 30009
    X    
Velan Capital Master Fund LP
89 NEXUS WAY
GRAND CAYMAN, E9 KY1-9009
      See Footnote 1
Avego Healthcare Capital, L.P.
100 NORTH MAIN STREET
SUITE 301
ALPHARETTA, GA 30009
      See Footnote 1
Velan Capital Holdings LLC
100 NORTH MAIN STREET
SUITE 301
ALPHARETTA, GA 30009
      See Footnote 1
Avego Healthcare Capital Holdings, LLC
100 NORTH MAIN STREET
SUITE 301
ALPHARETTA, GA 30009
      See Footnote 1
Avego Management LLC
100 NORTH MAIN STREET
SUITE 301
ALPHARETTA, GA 30009
      See Footnote 1
Velan Capital Management LLC
100 NORTH MAIN STREET
SUITE 301
ALPHARETTA, GA 30009
    X    
VENKATARAMAN BALAJI
100 NORTH MAIN STREET
SUITE 301
ALPHARETTA, GA 30009
    X    
Morgan Adam
100 NORTH MAIN STREET
SUITE 301
ALPHARETTA, GA 30009
    X    

Signatures

 Velan Capital Master Fund LP, By: Velan Capital Holdings LLC, its general partner By: /s/ Adam Morgan, managing member   02/09/2024
**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   02/09/2024
**Signature of Reporting Person Date

 Velan Capital Holdings LLC, By: /s/ Adam Morgan, managing member   02/09/2024
**Signature of Reporting Person Date

 Avego Healthcare Capital Holdings, LLC, By: /s/ Balaji Venkataraman, managing member   02/09/2024
**Signature of Reporting Person Date

 Avego Management, LLC, By: /s/ Balaji Venkataraman, managing member   02/09/2024
**Signature of Reporting Person Date

 Velan Capital Investment Management LP, By: Velan Capital Management LLC, its general partner By: /s/ Adam Morgan, managing member   02/09/2024
**Signature of Reporting Person Date

 Velan Capital Management LLC, By: /s/ Adam Morgan, managing member   02/09/2024
**Signature of Reporting Person Date

 /s/ Balaji Venkataraman   02/09/2024
**Signature of Reporting Person Date

 /s/ Adam Morgan   02/09/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This Form 4 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 no longer 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 Velan 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 a 1-for-10 reverse stock split of the Issuer's common stock, effected on January 4, 2024.

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