0001474506-23-000140.txt : 20230329 0001474506-23-000140.hdr.sgml : 20230329 20230329165606 ACCESSION NUMBER: 0001474506-23-000140 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230329 FILED AS OF DATE: 20230329 DATE AS OF CHANGE: 20230329 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Chen Hong - Jung (Moses) CENTRAL INDEX KEY: 0001886682 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40857 FILM NUMBER: 23775937 MAIL ADDRESS: STREET 1: 5/F-4, NO. 89, SONGREN ROAD STREET 2: XINYI DISTRICT CITY: TAIPEI CITY STATE: F5 ZIP: 11073 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Maxpro Capital Acquisition Corp. CENTRAL INDEX KEY: 0001874259 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 871015109 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5/F-4, NO. 89 STREET 2: SONGREN ROAD, XINYI DISTRICT CITY: TAIPEI CITY STATE: F5 ZIP: 11073 BUSINESS PHONE: 886020771307952 MAIL ADDRESS: STREET 1: 5/F-4, NO. 89 STREET 2: SONGREN ROAD, XINYI DISTRICT CITY: TAIPEI CITY STATE: F5 ZIP: 11073 FORMER COMPANY: FORMER CONFORMED NAME: Jade Mountain Acquisition Corp. DATE OF NAME CHANGE: 20210721 4 1 primary_doc.xml PRIMARY DOCUMENT X0407 4 2023-03-29 1 0001874259 Maxpro Capital Acquisition Corp. JMAC 0001886682 Chen Hong - Jung (Moses) 5/F-4, NO. 89, SONGREN ROAD XINYI DISTRICT TAIPEI CITY F5 11073 TAIWAN 1 1 1 0 Chief Executive Officer 0 Class A Common Stock 2023-03-29 4 C 0 2482500 A 2482500 I See Footnote Class A Common Stock 2023-03-29 4 D 0 2482500 D 0 I See Footnote Class A Common Stock 2023-03-29 4 C 0 30000 A 30000 D Class A Common Stock 2023-03-29 4 D 0 30000 D 0 D Class B Common Stock 2023-03-29 4 C 0 2482500 D Class A Common Stock 2482500 0 I See Footnote Class B Common Stock 2023-03-29 4 C 0 30000 D Class A Common Stock 30000 0 D Private Placement Units 2023-03-29 4 D 0 464150 D Class A Ordinary Shares 464150 0 I See Footnote Pursuant to the Business Combination Agreement, dated September 14, 2022, as amended, by and among the Issuer, Apollomics Inc., a Cayman Islands exempted company ("Apollomics"), and Project Max SPAC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Apollomics ("Merger Sub"), on March 29, 2023 Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly-owned subsidiary of Apollomics (the "Business Combination"). As a result of the Business Combination, each share of Class B common stock of the Issuer was automatically converted into one share of Class A common stock of the Issuer. As a result of the Business Combination, each issued and outstanding share of Class A common stock of the Issuer was exchanged for one Class A ordinary share of Apollomics. Each Private Placement Unit consists of one share of share of Class A common stock of the Issuer and one warrant, each warrant is exercisable to purchase one share of Class A common stock of the Issuer at an exercise price of $11.50 per share. As described in the Issuer's Registration Statement on Form S-1 (File No. 333- 258091) filed with the Securities and Exchange Commission on July 22, 2021 (the "Registration Statement"), the Private Placement Units are identical to the units sold in connection with the Issuer's initial public offering ("IPO"), except that the Private Placement Units, so long as they are held by the MP One Investment LLC (the "Sponsor") or its permitted transferees, (a) will not be transferable, assignable or saleable until 30 days after the consummation of our initial business combination except to permitted transferees and (b) will be entitled to registration rights. The Sponsor disposed of all Private Placement Units upon the consummation of the Issuer's Business Combination, which were automatically separated and exchanged into one Class A ordinary share of Apollomics and one warrant exercisable for one Class A ordinary share of Apollomics. The 2,482,500 shares are held by the Sponsor. The Sponsor is controlled by Chen, Hong - Jung (Moses), Maxpro's Chairman and Chief Executive Officer, and Song, Yung-Fong (Ron), Maxpro's Chief Strategy Officer. By virtue of this relationship, Chen, Hong - Jung (Moses) and Song, Yung-Fong (Ron) may be deemed to share beneficial ownership of the securities held of record by the Sponsor. Chen, Hong - Jung (Moses) and Song, Yung-Fong (Ron) each disclaims any such beneficial ownership except to the extent of his pecuniary interest. The 464,150 Private Placement Units are held by the Sponsor. The Sponsor is controlled by Chen, Hong - Jung (Moses), Maxpro's Chairman and Chief Executive Officer, and Song, Yung-Fong (Ron), Maxpro's Chief Strategy Officer. By virtue of this relationship, Chen, Hong - Jung (Moses) and Song, Yung-Fong (Ron) may be deemed to share beneficial ownership of the securities held of record by the Sponsor. Chen, Hong - Jung (Moses) and Song, Yung-Fong (Ron) each disclaims any such beneficial ownership except to the extent of his pecuniary interest. /s/ Chen, Hong-Jung (Moses), by Nelson Mullins Riley & Scarborough with Power of Attorney 2023-03-29