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.
On October 13, 2022, Maxpro issued a promissory note (the "Note") in the
principal amount of $1,035,000 to MP One Investment LLC (the "Sponsor") in
connection with the Extension (as defined below). The 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 January 13, 2023 (unless extended to April 13, 2023 in connection
with a second three-month extension pursuant to Maxpro's governing documents, 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 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 Note being converted divided by (y) the conversion price of ten dollars
($10.00), rounded up to the nearest whole number of Conversion Units.
The issuance of the Note was made pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description is qualified in its entirety by reference to the Note,
a copy of which is attached as Exhibit 10.1 hereto and is 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 October 14, 2022, Maxpro issued a press release announcing that the Sponsor
deposited an additional payment in the aggregate amount of $1,035,000
(representing $0.10 per public share) (the "Extension Payment") into Maxpro's
trust account for its public stockholders. This deposit enables Maxpro to extend
the date by which Maxpro has to complete its initial business combination from
October 13, 2022 to January 13, 2023 (the "Extension"). The Extension is the
first 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 intends to file the Registration Statement
with the SEC, which will include a 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, when
available, the preliminary proxy statement/prospectus and the amendments thereto
and 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 Promissory Note, dated October 13, 2022
99.1 Press Release, dated October 14, 2022.
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