Apollomics, Inc. executed the letter of intent to acquire Maxpro Capital Acquisition Corp. (NasdaqGM:JMAC) from MP One Investment LLC and others in a reverse merger transaction on June 8, 2022. Apollomics, Inc. agreed to acquire Maxpro Capital Acquisition Corp. from MP One Investment LLC and others for approximately $910 million in a reverse merger transaction on September 14, 2022. Under the terms, each then issued and outstanding share of Maxpro's Class B common stock, will be converted into one share of Maxpro's Class A common stock, and then each share of Maxpro Class A Common Stock that is issued and outstanding and has not been redeemed will be converted into the right to receive one Apollomics ordinary share designated as Class A ordinary share in Apollomics' organizational documents, per Class A share. The transaction values Apollomics at pre-money equity value of $899 million. The exchange ratio is equal to 89.9 million Apollomics Ordinary Shares divided by the aggregate number of fully-diluted Apollomics shares. Upon the closing of the transaction, Apollomics will become a publicly traded company under the name 'Apollomics Inc.' and would trade on NASDAQ under the ticker symbol “APLM.”. Upon the closing of the transaction, Apollomics will continue to be led by current Chairman and Chief Executive Officer, Guo-Liang Yu, and his team.

The transaction is subject to certain customary conditions, including approval by Maxpro's stockholders, approval by Apollomics' shareholders, the approval for listing on Nasdaq of the Apollomics Class A Ordinary Shares to be issued in the Business Combination. The transaction has been unanimously approved by the boards of directors of Maxpro, Apollomics. Apollomics shareholders agreed, among other things, to vote any of the shares of Apollomics held by them in favor of the Business Combination and the Registration Statement shall have been declared effective by the SEC and shall remain effective as of the Closing, and no stop order or similar order shall be in effect with respect to the Registration Statement and no proceeding seeking such a stop order shall have been initiated by the SEC and remain pending. As of October 14, 2022, Maxpro Capital Acquisition, deposited an additional payment in the aggregate amount of $1,035,000 (representing $0.10 per public share) (the “Extension Payment”) into the Company's trust account for its public stockholders. The deposit amount enables Maxpro to extend the date by which it has to complete its initial business combination from October 13, 2022 to January 13, 2023. As of January 10, 2023, the parties have extended the date by which Maxpro has to consummate a business combination from January 13, 2023 to April 13, 2023. As of March 20, 2023, Maxpro's stockholders approved the transaction. The closing of transaction is expected to occur in the first quarter of 2023.

ARC Group Ltd. and E.F. Hutton & Co. Inc. acted as financial advisor to Maxpro. James Hu, Andres Liivak, Daniel Nussen, Lauren Papenhausen, Laura McDaniels, F. Paul Pittman, Rebecca Farrington, Sang Ji, Maia Gez, Carolina Tiru Vega, Chloe He, Jordan Leon, Patrick Huston, Alex Zhang and Jessica Zhou of White & Case LLP acted as the legal advisor to Apollomics. Andy Tucker, Mike Bradshaw, Christopher Hanson, Anthony Laurentano, Wells Hall, Tim Wagner, Colleen Pleasant Kline, Cara Ludwig, Patricia Markus and Henry Burwell of Nelson Mullins Riley & Scarborough LLP acted as the legal advisor to Maxpro. Marshall & Stevens Incorporated acted as the fairness opinion provider to the board of directors of Maxpro. George Weston of Harneys acted as the legal advisor to Maxpro. Maxpro engaged Nelson Mullins as U.S. legal due diligence provider, Chingcheng Attorneys at Law as China legal due diligence provider, Harneys Westwood & Riegels LP as Cayman Islands legal due diligence provider, Marshall & Stevens Transaction Advisory Services LLC as due diligence provider and CFGI, LLC as financial due diligence provider. CFGI, LLC, An Investment Banking Arm acted as financial advisor to Maxpro. White & Case LLP acted as due diligence provider to Apollomics. KPMG LLP acted as tax advisor to Apollomics. Conyers Dill & Pearman LLP acted as Cayman legal counsel and JunHe LLP acted as PRC counsel to Apollomics. Continental Stock Transfer & Trust Company acted as transfer agent to Maxpro. Maxpro has engaged Laurel Hill as proxy solicitor to assist in the solicitation of proxies for fees of $12,500 plus expenses. ARC would receive advisory fee of $400,000 contingent upon the consummation of an initial business combination.

Apollomics, Inc. completed the acquisition of Maxpro Capital Acquisition Corp. (NasdaqGM:JMAC) from MP One Investment LLC and others in a reverse merger on March 29, 2023. As a result, Apollomics' Class A ordinary shares and public warrants are expected to begin trading on March 30, 2023 on the Nasdaq Capital Market under the ticker symbols ‘APLM' and ‘APLMW'. On March 29, 2023, Nasdaq filed a notification of removal from listing and registration on Form 25, thereby commencing the process of delisting Maxpro's securities from Nasdaq. The Apollomics executive leadership team will also consist of: Sanjeev Redkar, Apollomics' Co-Founder, who will continue to serve as President and will serve as a Director; Jane Wang, who will continue to serve as Chief Scientific Officer; and Peony Yu, who will continue to serve as Chief Medical Officer. In addition to Yu and Redkar, Apollomics' Board of Directors will also consist of: Jonathan Wang, Kenneth C. Carter, Hong-Jung (Moses) Chen, Wendy Hayes, and Glenn S. Vraniak.