United States securities and exchange commission logo
February 17, 2023
Guo-Liang Yu
Chief Executive Officer
Apollomics Inc.
989 E. Hillsdale Blvd., Suite 220
Foster City, CA 94404
Re: Apollomics Inc.
Amendment No. 3 to
Registration Statement on Form F-4
Filed February 10,
2023
File No. 333-268525
Dear Guo-Liang Yu:
We have reviewed your amended registration statement and have the
following
comment. In our comment, we may ask you to provide us with information
so we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Amendment No. 3 to Registration Statement on Form F-4
Summary of the Proxy Statement/Prospectus
Subscription Agreements, page 36
1. We note that certain
accredited investors have entered into subscription agreements to
purchase Apollomics
Class B Ordinary Shares and Apollomics Series A Preferred Shares
in connection with the
business combination. Please further highlight the material
differences in the
terms and price of securities issued at the time of the IPO as compared
to private placements
contemplated at the time of the business combination. Please also
disclose if any of
Maxpro's sponsors, directors, officers or their affiliates will
participate in this
private placement.
Guo-Liang Yu
FirstName
ApollomicsLastNameGuo-Liang Yu
Inc.
Comapany17,
February NameApollomics
2023 Inc.
February
Page 2 17, 2023 Page 2
FirstName LastName
You may contact Christine Torney at 202-551-3652 or Kevin Vaughn at
202-551-3494 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Tyler Howes at 202-551-3370 or Suzanne Hayes at 202-551-3675 with any
other
questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Daniel Nussen, Esq.