Maxpro Capital Acquisition Corp.: M&A transaction — Apollomics completes business combination with Maxpro, begins trading on Nasdaq under APLM/APLMW

Maxpro Capital Acquisition Corp.

Apollomics (APLM) and warrants (APLMW) start trading on Nasdaq March 30, 2023.
$23.65M PIPE financing closed alongside the business combination.
Apollomics pipeline includes 9 oncology drug candidates; vebreltinib Phase 2 results expected this year.
Uproleselan Phase 3 patient recruitment in China expected to complete this year.
Maxpro's securities delisted from Nasdaq; Maxpro becomes wholly owned subsidiary of Apollomics.

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Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Maxpro Capital Acquisition Corp. underwent a change of control involving Apollomics Inc. (closed 2023-03-29).

Action: change of control
Counterparty: Apollomics Inc.
Closing: 2023-03-29

Exact text from the filing

On March 29, 2023 (the “Closing Date”), as contemplated by the Business Combination Agreement, Merger Sub merged with and into Maxpro, with Maxpro surviving as a wholly-owned subsidiary of Apollomics (the “Business Combination”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Maxpro Capital Acquisition Corp. terminated Letter Agreement with Each officer and director of Maxpro, MP One Investment LLC valued at Terminated in connection with Business Combination; included covenants to vote in favor of initial b (effective 2023-03-29).

Action: termination
Counterparty: Each officer and director of Maxpro, MP One Investment LLC
Value: Terminated in connection with Business Combination; included covenants to vote in favor of initial b
Effective: 2023-03-29

Exact text from the filing

(iii) the Letter Agreement, dated as of October 7, 2021, made in favor of Maxpro by each officer and director of Maxpro and MP One Investment LLC, which included covenants of such persons to vote in favor of Maxpro’s initial business combination and not to participate in the SPAC Redemptions, among other things.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Maxpro Capital Acquisition Corp. terminated Investment Management Trust Agreement with Continental Stock Transfer & Trust Company valued at Terminated in connection with Business Combination (effective 2023-03-29).

Action: termination
Counterparty: Continental Stock Transfer & Trust Company
Value: Terminated in connection with Business Combination
Effective: 2023-03-29

Exact text from the filing

On the Closing Date, in connection with the consummation of the Business Combination, the following material agreements of Maxpro terminated in accordance with their terms: (i) that certain Investment Management Trust Agreement, dated as of October 7, 2021, between Maxpro and Continental, pursuant to which Continental invested the proceeds of Maxpro’s initial public offering in a trust account and facilitated the SPAC Redemptions;

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Maxpro Capital Acquisition Corp. terminated Administrative Support Agreement with Maxpro Capital Management LTD valued at Terminated in connection with Business Combination; provided office space and support for $10,000/mo (effective 2023-03-29).

Action: termination
Counterparty: Maxpro Capital Management LTD
Value: Terminated in connection with Business Combination; provided office space and support for $10,000/mo
Effective: 2023-03-29

Exact text from the filing

(ii) that certain Administrative Support Agreement, dated as of October 7, 2021, between Maxpro and Maxpro Capital Management LTD, pursuant to which an affiliate of certain officers and directors of Maxpro provided office space, utilities, and secretarial and administrative support to Maxpro for a fee of $10,000 per month;

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Maxpro Capital Acquisition Corp. entered into Warrant Assignment, Assumption and Amendment Agreement with Apollomics, Continental Stock Transfer & Trust Company valued at Warrants assigned from Maxpro to Apollomics; exercisable for Apollomics Class A Ordinary Shares (effective 2023-03-29).

Action: entry
Counterparty: Apollomics, Continental Stock Transfer & Trust Company
Value: Warrants assigned from Maxpro to Apollomics; exercisable for Apollomics Class A Ordinary Shares
Effective: 2023-03-29

Exact text from the filing

On the Closing Date, Maxpro, Apollomics and Continental Stock Transfer & Trust Company (“Continental”) entered into that certain Warrant Assignment, Assumption and Amendment Agreement (the “New Warrant Agreement”).

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Source: SEC EDGAR

accession 0001104659-23-038774

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