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Maxpro Capital Acquisition Corp. *

Maxpro Capital Acquisition Corp. *

Jul 22, 2021 by sam.beattie

PROPOSED BUSINESS COMBINATION: Apollomics Inc.

ENTERPRISE VALUE: $932.8 million
ANTICIPATED SYMBOL: APLM

Maxpro Capital Acquisition Corp. proposes to combine with Apollomics Inc., a late-stage clinical biopharmaceutical company.

  • Headquartered in Foster City, Calif., the team at Apollomics has been developing its innovative pipeline of drug candidates addressing unmet needs in oncology since the beginning of its operations in 2016.
  • The Company has a pipeline of oncology assets with nine drug candidates – small molecule targeted drugs as well as biologics – at different stages of development, including two in late-stage clinical trials.
  • Vebreltinib is in Phase 2 targeting multiple indications of NSCLC and other solid tumors with cMet dysregulations globally, the data from which is expected to support filing NDA/sNDAs in the U.S.
  • The Company’s uproleselan asset is in Phase 3 in China to support an NDA in relapsed or refractory AML.

SUBSEQUENT EVENT – 2/10/23 – LINK

Additional Funding

  • Ordinary Share PIPE
    • Accredited investors agreed to purchase an aggregate of 230,000 Class B Ordinary Shares in a private placement immediately prior to the closing of the Business Combination at a price of $10.00 per share, for an aggregate purchase price of $2,300,000
      • The shares will be subject to a six-month lock-up
    • The investor entered into a warrant agreement with Apollomics which they will issue one-quarter of one warrant (“Penny Warrants”), each whole warrant exercisable to purchase one Class A Ordinary Share for $0.01 per share, for each Class B Ordinary Share issued pursuant to such Ordinary Share PIPE Investor’s Ordinary Share Subscription Agreement.
      • Each Penny Warrant may be exercised only during the period commencing six months after the Business Combination Closing and terminating on the earlier to occur of five years after the Business Combination Closing and the liquidation of Apollomics.
  • Preferred Shares
    • Accredited investors agreed to purchase an aggregate of 2,135,000 Series A preferred shares, in a private placement immediately prior to the closing of the Business Combination at a price of $10.00 per share, for an aggregate purchase price of $21,350,000
      • Each Series A Preferred Share will be convertible, at any time at the option of the holder thereof, into Class A Ordinary Shares at an initial rate of 1.25 Class A Ordinary Shares per Series A Preferred Share, subject to adjustment (the “Conversion Rate”).
      • Each outstanding Series A Preferred Share will automatically and immediately convert into Class A Ordinary Shares at the Conversion Rate then in effect upon the fifth anniversary of the Business Combination Closing.
      • Prior to the six-month anniversary of the Business Combination Closing, no holder may transfer any Series A Preferred Share or any Class A Ordinary Shares into which such Series A Preferred Share may be converted.
  • Apollomics also granted the PIPE Investors certain registration rights whereby Apollomics has agreed to file a registration statement registering the resale of the Class A Ordinary Shares into which the shares issued at the PIPE Closing are convertible within 60 calendar days after the Business Combination Closing. Apollomics will use its commercially reasonable efforts to have the PIPE Resale Registration Statement declared effective no later than the 90th calendar day following the date the PIPE Resale Registration Statement

EXTENSION – 10/7/22 – LINK

  • The Sponsor has requested that the Company extend the date by which the Company has to consummate a business combination from October 13, 2022, to January 13, 2023
    • The Sponsor has notified the Company that it intends to deposit an aggregate of $1,035,000 (representing $0.10 per public share) into the Company’s trust account

TRANSACTION

  • Upon the closing of the Transaction, Apollomics will become a publicly traded company under the name “Apollomics Inc.”
  • The Transaction reflects an implied pre-money equity value of approximately $899 million.
  • Upon the closing of the Transaction and assuming no redemptions by Maxpro’s public stockholders, Apollomics plans to retain up to $105 million of cash, being expected proceeds from realization of marketable securities held in the Trust Account, on its balance sheet, which would provide financial flexibility and facilitate internal and external growth opportunities.
  • At the closing of the Business Combination and assuming no redemptions by Maxpro’s public stockholders, approximately 10% of the outstanding shares of the combined company are expected to be held by public investors, with existing Apollomics shareholders owning approximately 87%.

Maxpro Transaction Overview

PIPE

  • There is no PIPE for this Transaction.
    • Maxpro and Apollomics will use their reasonable best efforts to obtain up to $25,000,000 of additional equity financing for Apollomics through the sale of Apollomics Ordinary Shares in a private placement transaction.
    • There can be no assurance that Maxpro or Apollomics will be able to arrange the PIPE Financing.
  • Ordinary Share PIPE – LINK
    • Accredited investors agreed to purchase an aggregate of 230,000 Class B Ordinary Shares in a private placement immediately prior to the closing of the Business Combination at a price of $10.00 per share, for an aggregate purchase price of $2,300,000
      • The shares will be subject to a six-month lock-up
    • The investor entered into a warrant agreement with Apollomics which they will issue one-quarter of one warrant (“Penny Warrants”), each whole warrant exercisable to purchase one Class A Ordinary Share for $0.01 per share, for each Class B Ordinary Share issued pursuant to such Ordinary Share PIPE Investor’s Ordinary Share Subscription Agreement.
      • Each Penny Warrant may be exercised only during the period commencing six months after the Business Combination Closing and terminating on the earlier to occur of five years after the Business Combination Closing and the liquidation of Apollomics.
  • Preferred Shares – LINK
    • Accredited investors agreed to purchase an aggregate of 2,135,000 Series A preferred shares, in a private placement immediately prior to the closing of the Business Combination at a price of $10.00 per share, for an aggregate purchase price of $21,350,000
      • Each Series A Preferred Share will be convertible, at any time at the option of the holder thereof, into Class A Ordinary Shares at an initial rate of 1.25 Class A Ordinary Shares per Series A Preferred Share, subject to adjustment (the “Conversion Rate”).
      • Each outstanding Series A Preferred Share will automatically and immediately convert into Class A Ordinary Shares at the Conversion Rate then in effect upon the fifth anniversary of the Business Combination Closing.
      • Prior to the six-month anniversary of the Business Combination Closing, no holder may transfer any Series A Preferred Share or any Class A Ordinary Shares into which such Series A Preferred Share may be converted.

LOCK-UP

Company & Sponsor Lock-Up:

  • Apollomics and each of the Sponsor Parties entered into a lock-up agreement with respect to Apollomics Ordinary Shares held by the Sponsor Parties immediately following the Closing, pursuant to which:
  • Each Sponsor Party agreed not to transfer any Lock-Up Shares for a period of 6 months after the Closing.
  • Each holder of Apollomics Ordinary Shares immediately prior to the Closing will receive Post-Closing Apollomics Class B Ordinary Shares, which are subject to a six-month lock-up on the same terms as the Lock-Up Agreement.

NOTABLE CONDITIONS TO CLOSING

  • Apollomics’ obligations are subject to the condition that the amount of cash available from
    • (x) Maxpro’s trust account, after deducting any amounts required to satisfy Maxpro’s obligations to its stockholders that exercise their rights to redeem their shares of Maxpro Class A Common Stock pursuant to Maxpro’s second amended and restated certificate of incorporation (but prior to the payment of any expenses relating to the Business Combination) and
    • (y) the aggregate proceeds from any PIPE Financing are equal to at least $20,000,000 (the “Minimum Cash Condition”).

NOTABLE CONDITIONS TO TERMINATION

  • The Business Combination Agreement may be terminated:
    • By either Apollomics or Maxpro if the Closing has not occurred by the earlier of June 14, 2023.
    • By either Apollomics or Maxpro if the Business Combination is permanently enjoined, prohibited, or prevented by the terms of a final, non-appealable governmental order.

ADVISORS

  • ARC Group Limited is acting as financial advisor to Maxpro.
  • EF Hutton is acting as capital market advisor to Maxpro.
  • White & Case LLP is acting as legal counsel to Apollomics.
  • Nelson Mullins Riley & Scarborough LLP is acting as legal counsel to Maxpro.
  • Marshall & Stevens Transaction Advisory Services LLC is acting as the fairness opinion provider to the board of directors of Maxpro.

MANAGEMENT & BOARD

Executive Officers

Chen, Hong – Jung (Moses), 61
Chairman, Chief Executive Officer and Director

Chen, Hong – Jung (Moses) has been Managing Director of Maxpro Ventures LTD since May 2018, which is an investment firm focused on breakthrough biomedical technology companies. Previously, from October 2014 to January 2017, he worked as Vice President and Acting Chief Operating Officer for SyneuRx International Corp., in Taiwan, where he was responsible for supervising the company’s daily operation and personally interacting with VC representatives and private investors. He has more than 20 years of experience in formulating and implementing basic research and preclinical development strategies for small molecules, biologics and cell therapy, he is also experienced in advancing drug candidates from discovery to nomination for IND and development. He has filed 14 INDs with 2 Breakthrough Therapy Designation awards from the US FDA and supported clinical development for multiple therapeutic areas including psychiatry, neurology, autoimmune, metabolic disorders, inflammation and peripheral artery disease. Mr. Chen received his Ph.D. in Microbiology and Molecular Genetics from Rutgers, The State University of New Jersey and The University of Medicine and Dentistry of New Jersey. He did his postdoctoral training in neuroscience at California Institute of Technology.

Gau, Wey – Chuan (Albert), 60
Chief Financial Officer and Director

Gau, Wey – Chuan (Albert) has been working as a Consultant at KPMG in Taiwan since February 2021. He was previously a Partner of the Audit Department also at KPMG from July 1998 to January 2021 where he provided accounting, financial audit, tax certification and consulting services. He has provided audit and tax services for KPMG international and local public clients for 30 years, he is familiar with US GAAP, IFRS and US SOX Act related areas. He has also provided consultancy services for IPO, domestic and overseas fund raising, financial and tax planning, organization restructuring, mergers and acquisitions, financial and accounting due diligence work, ESG, ORSA (Own Risk and Solvency Assessment), risk management, internal audit and control advice and examination, IFRS 17, IFRS 9 and other IFRSs and US GAAP adoption. Albert holds a PhD of Accounting in School of Business at Renmin University of China and an MBA of Baruch College, City University of New York.

Song, Yung-Fong (Ron), 60
Chief Strategy Officer

Song, Yung-Fong (Ron), Chief Strategy Officer, has served as an advisor with Maxpro Ventures LTD. since June 2021. In addition, he has served as a Managing Director with LeadSun Investment Company Ltd. since November 2020. Prior to that he was the senior executive vice president and Chief Investment Officer of Chung Hwa Telecom Corp. from August 2017 to October 2018. From January 2017 to August 2017, he was the President of Chung Hwa Investment Company. Prior to that, he was the Taiwan Chairman of CIMB Advisory Limited. From May 2008 to December 2010, Mr. Song was Head of Global Banking at Deutsche Bank AG, HK Branch/Taiwan Branch. From July 1998 to March 2008, he was Vice Chairman and Head of Marketing and Corporate Finance of ABN AMRO Bank. Before that, from April 1997 to June 1998, he served as Executive Director in Investment Banking at Goldman Sachs Taiwan. From January 1995 to March 1997, Mr. Song was the Director and Head of Corporate Finance at SG Warburg Taiwan. From March 1993 to December 1995, Mr. Song was Vice President in Investment Banking for Paribas Capital Markets. Mr. Song currently serves on the board of directors of President Securities Company. Mr. Song earned his BA from National Taiwan University in June 1983 and his MBA from the University of Iowa in 1987.

Board of Directors

Chen, Yi – Kuei (Alex), 52
Director

Chen, Yi – Kuei (Alex), with backgrounds in biotechnology and venture capital, is the co-founder and managing director of Maxpro Ventures Ltd. since 2013. Mr. Chen’s professional expertise in asset management has led to his successful execution of more than 60 private equity investment transactions in the USA and the Asia-Pacific region. Prior to co-founding Maxpro Ventures Ltd., Mr. Chen was Senior Director of Integral Group from July 2012 to September 2013 where he was jointly in charge of Integral’s Asian transaction process, managed its Shanghai brand, and served as board member of multiple portfolio companies such as Generon Corporation, FusionVax, Inc., and BioLite Inc. From April 1999 to June 2012, Mr. Chen held various senior management positions in the investment division at Central Investment Holdings. During that period, his successful investments included Tanox and Biopure, to name just a few. In addition, Mr. Chen has served as a director of Maxpro Investment Co., Ltd, a venture capital fund since May 2015, Maxpro Capital Management Ltd., a management company since May 2015, Vertex Ventures Ltd., a management company, since October 2017 and Crystal Capital Management Ltd., a management company, since October 2018. Mr. Chen received an MBA from Syracuse University and an MS from the University of Minnesota.

Wu, Soushan, 71
Director

Wu, Soushan is the chair professor of the National Taiwan Normal University since August 2011 and currently the Chief Independent Director of Citi (Taiwan) since June 2019. Prior his role at Citi in Taiwan, from May 2016 to May 2019 Mr. Wu worked as an independent director of YuanTa Financial Holding where he also served as the Chairman of the audit committee. From February 2013 to December 2015, Mr. Wu served as the Chairman of the Taiwan GreTai Securities Market, now known as the Taipei Exchange. From February 2011 to August 2013, Mr. Wu was appointed Chairman at Securities and Futures Institute of Taiwan (“SFI”). During his chairmanship of the Taipei Exchange and SFI, Mr. Wu also set up the mechanism that strongly supports the development of the International Debt Market, and launched the SME Go-Funding zone with the Go-Incubation Board for startup firms in the Taipei Exchange in Taiwan. From August 2000 to January 2011, Mr. Wu served as Dean of College of Management at Chang Gung University. Before that from 1984 to 2000, he was professor at National ChiaoTung University. Mr. Wu devoted more than 30 years of experience in the academic field with an emphasis in the fields of accounting, finance and information management. As to the biomedical industry, Mr. Wu acquired some experience from Energenesis Biomedical Co. Ltd back in 2019 and from the Bristol (Taiwan) as a consult during 1976 to 1979. Mr. Wu earned a Ph.D. in Finance from the University of Florida in February 1984.

Noha Georges, 47
Director

Noha Georges, Independent Director, has been a managing director at Deloitte LLP since June 2019. Prior to her role at Deloitte LLP, from June 2016 to June 2019, Ms. Georges was the Chief Marketing, Communications and Pro Bono Officer for Risk and Financial Advisory (RFA) Business at Deloitte LLP In addition, from August 2015 to May 2019, Ms. Georges served as the Chief Communications Officer to Deloitte LLP’s Chairman of the Board. Prior to that from January 2013 to October 2016, Ms. George served as the strategy and communications officer at the Office of Chief Risk, Reputation and Regulatory Affairs Managing Partner at Deloitte LLP. From September 2012 to December 2016, Ms. George was a reputational risk sensing leader at Deloitte LLP. From August 2010 to September 2015, Ms. George served as a public policy leader in government relations at Deloitte LLP. Before that, Ms. George served as the President of Elan International from 2007 to 2010. Ms. George earned her Bachelor of Arts degree from American University.

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