Item 1.01 Entry into a Material Definitive Agreement.
As previously announced, on September 14, 2022, Maxpro Capital Acquisition Corp.
("Maxpro"), a Delaware corporation, entered into a Business Combination
Agreement (the "Business Combination Agreement") by and among Maxpro, Apollomics
Inc., a Cayman Islands exempted company ("Apollomics"), and Project Max SPAC
Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of
Apollomics.
As previously disclosed in a Current Report on Form 8-K filed with the
Securities and Exchange Commission (the "SEC") by Maxpro on October 13, 2022,
Maxpro issued a promissory note (the "Sponsor Note") in the principal amount of
$1,035,000 to MP One Investment LLC (the "Sponsor").
On January 13, 2023, Maxpro amended and restated the Sponsor Note (the "Amended
Sponsor Note") in its entirety solely to increase the principal amount
thereunder from $1,035,000 to $1,552,500 in connection with the Second Extension
(as defined below). The Amended Sponsor Note bears no interest and is due and
payable upon the earlier to occur of (i) the date on which Maxpro's initial
business combination is consummated and (ii) the liquidation of Maxpro on or
before April 13, 2023 (or such later liquidation date as may be approved by
Maxpro's stockholders). At the election of the Sponsor, the unpaid principal
amount of the Amended Sponsor Note may be converted into units of Maxpro (the
"Conversion Units") and the total Conversion Units so issued shall be equal to:
(x) the portion of the principal amount of the Amended Sponsor Note being
converted divided by (y) the conversion price of ten dollars ($10.00), rounded
up to the nearest whole number of Conversion Units.
Also on January 13, 2023, Maxpro issued a promissory note (the "Apollomics
Note") in the principal amount of $517,500 in connection with the Second
Extension (as defined below). The Apollomics Note bears no interest and is due
and payable upon the earlier to occur of (i) the date on which Maxpro's initial
business combination is consummated and (ii) the liquidation of Maxpro on or
before April 13, 2023 (or such later liquidation date as may be approved by
Maxpro's stockholders).
The issuances of the Amended Sponsor Note and the Apollomics Note were made
pursuant to the exemption from registration contained in Section 4(a)(2) of the
Securities Act of 1933, as amended.
The foregoing descriptions are qualified in their entirety by reference to the
Amended Sponsor Note and Apollomics Note, copies of which are attached as
Exhibit 10.1 and Exhibit 10.2 hereto, respectively, and are incorporated herein
by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference in this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference in this Item 3.02.
Item 8.01 Other Events.
On January 13, 2023, Maxpro issued a press release announcing that the Sponsor
and Apollomics deposited additional payments in the aggregate amount of
$1,035,000 (representing $0.10 per public share) (the "Extension Payments") into
Maxpro's trust account for its public stockholders. The Extension Payments
enable Maxpro to extend the date by which Maxpro has to complete its initial
business combination from January 13, 2023 to April 13, 2023 (the "Second
Extension"). The Second Extension is the second of two three-month extensions
permitted under Maxpro's governing documents and provides Maxpro with additional
time to complete its initial business combination.
A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Important Additional Information About the Business Combination and Where to
Find It
As previously disclosed, Apollomics has filed the Registration Statement with
the SEC, which includes a preliminary proxy statement/prospectus and certain
other related documents, which will be both the proxy statement to be
distributed to holders of shares of Maxpro's common stock in connection with
Maxpro's solicitation of proxies for the vote by Maxpro's stockholders with
respect to the Business Combination and other matters as may be described in the
Registration Statement, as well as the prospectus relating to the offer and sale
of the securities of Apollomics to be issued in the Business Combination.
Maxpro's stockholders and other interested persons are advised to read the
preliminary proxy statement/prospectus and the amendments thereto and, when
available, the definitive proxy statement and documents incorporated by
reference therein filed in connection with the Business Combination, as these
materials will contain important information about Apollomics, Maxpro and the
Business Combination. Before making any voting or investment decision, investors
and stockholders of Maxpro are urged to carefully read the entire Registration
Statement and proxy statement/prospectus, when they become available, and any
other relevant documents filed with the SEC, as well as any amendments or
supplements to these documents, because they will contain important information
about the Business Combination. The documents filed by Maxpro with the SEC may
be obtained free of charge at the SEC's website at www.sec.gov, or by directing
a request to Maxpro Capital Acquisition Corp., 5/F-4, No. 89, Songren Road,
Xinyi District, Taipei City, Taiwan 11073, Attention: Secretary; telephone: +886
2 7713 7952.
Participants in Solicitation
Maxpro and its directors and executive officers may be deemed participants in
the solicitation of proxies from its stockholders with respect to the Business
Combination. A list of the names of those directors and executive officers and a
description of their interests in Maxpro will be included in the proxy
statement/prospectus for the Business Combination when available at www.sec.gov.
Information about Maxpro's directors and executive officers and their ownership
of Maxpro's common stock is set forth in Maxpro's Annual Report on Form 10-K,
filed with the SEC on March 31, 2022, as modified or supplemented by any Form 3
or Form 4 filed with the SEC since the date of such filing. Other information
regarding the interests of the participants in the proxy solicitation will be
included in the Registration Statement when it becomes available. These
documents can be obtained free of charge from the source indicated above.
Apollomics and its directors and executive officers may also be deemed to be
participants in the solicitation of proxies from the stockholders of Maxpro in
connection with the Business Combination. A list of the names of such directors
and executive officers and information regarding their interests in the Business
Combination will be included in the Registration Statement when it becomes
available.
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K may be considered
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Statements regarding possible business
combinations and the financing thereof, and related matters, as well as all
other statements other than statements of historical fact included in this press
release are forward-looking statements. When used in this press release, words
such as "anticipate," "believe," "continue," "could," "estimate," "expect,"
"intend," "may," "might," "plan," "possible," "potential," "predict," "project,"
"should," "would" and similar expressions, as they relate to us or our
management team, identify forward-looking statements. Such forward-looking
statements are based on the beliefs of management, as well as assumptions made
by, and information currently available to, Maxpro's management. Actual results
could differ materially from those contemplated by the forward-looking
statements as a result of certain factors detailed in Maxpro's filings with the
Securities and Exchange Commission (the "SEC"). All subsequent written or oral
forward-looking statements attributable to us or persons acting on our behalf
are qualified in their entirety by this paragraph. Forward-looking statements
are subject to numerous conditions, many of which are beyond the control of
Maxpro, including those set forth in the Risk Factors section of Maxpro's
registration statement and prospectus for Maxpro's initial public offering filed
with the SEC, Maxpro's Annual Report on Form 10-K for the fiscal year ended
December 31, 2021, Maxpro's Quarterly Reports on Form 10-Q and other filings
with the SEC. Maxpro undertakes no obligation to update these statements for
revisions or changes after the date of this release, except as required by law.
No Offer or Solicitation
This Current Report on Form 8-K is for informational purposes only and shall not
constitute a solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the Business Combination. This Current Report on
Form 8-K also shall not constitute an offer to sell or the solicitation of an
offer to buy any securities pursuant to the Business Combination or otherwise,
nor shall there be any sale of securities in any jurisdiction in which the
offer, solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended, or an
exemption therefrom.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Amended Sponsor Note, dated January 13, 2023
10.2 Apollomics Note, dated January 13, 2023
99.1 Press Release, dated January 13, 2023
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