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United States securities and exchange commission logo
October 26, 2022
Guo-Liang Yu
Chief Executive Officer
Apollomics Inc.
989 E. Hillsdale Blvd., Suite 220
Foster City, CA 94404
Re: Apollomics Inc.
Draft Registration
Statement on Form F-4
Submitted September
29, 2022
CIK No. 0001944885
Dear Guo-Liang Yu:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form F-4 submitted September 29, 2022
Cover Page
1. We note your disclosure
that you face various legal and operational risks associated with
doing business in
China. Please revise to make clear whether these risks could cause the
value of your
securities to significantly decline or be worthless. Please also revise your
disclosure to address
how recent statements and regulatory actions by China s
government, such as
those related to data security and anti-monopoly concerns, have or
may impact Apollomics'
ability to conduct its business, accept foreign investments, or list
on a U.S. or other
foreign exchange.
2. Clearly disclose how
you will refer to the holding company and subsidiaries when
providing the
disclosure throughout the document so that it is clear to investors which
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entity the disclosure is referencing and which subsidiaries or
entities are conducting the
business operations. Additionally, revise your diagram of the
structure of Appollomics
following the business combination on page 27 to briefly describe the
operations of your
subsidiaries.
3. Please provide a description of how cash is transferred through your
organization and
disclose your intentions to distribute earnings. State whether any
transfers, dividends, or
distributions have been made to date between the holding company and
its subsidiaries, or
to investors, and quantify the amounts where applicable. Provide a
cross-reference to the
consolidated financial statements.
4. We note your disclosure that the Statement of Protocol with the CSRC
and the Ministry of
Finance of the People's Republic of China establishes a framework for
the PCAOB to
conduct inspections and investigations of PCAOB-registered public
accounting firms in
mainland China and Hong Kong. Please revise to also disclose that the
PCAOB will be
required to reassess its determinations by the end of 2022.
Industry and Market Data, page 2
5. We note your disclosure that industry publications, research, studies
and forecasts
generally state that the information they contain has been obtained
from sources believed
to be reliable, but that the accuracy and completeness of such
information is not
guaranteed. This statement implies a disclaimer of responsibility for
this information in
the registration statement. Please either revise this section to
remove such implication or
specifically state that you are liable for all information in the
registration statement.
Questions and Answers about the Proposals
Q. What conditions must be satisfied to complete the Business Combination?,
page 18
6. Please revise to identify the conditions that the parties may waive
and still proceed with
the business combination, as you have done on page 174.
Q. How will the Sponsor and Maxpro's officers and directors vote in connection
with the
Stockholder Proposals?, page 23
7. Please disclose if any consideration was received by the Sponsors in
connection with their
agreement to vote their shares in favor of the business combination
agreement.
Q. May the Sponsor or Maxpro's directors, officers or advisors, or their
affiliates, purchase
shares in connection..., page 24
8. We note the statement that the Sponsors and their affiliates may
purchase shares and/or
warrants with the purpose of voting them in favor of the Business
Combination. Please
provide your analysis on how such purchases would comply with the
requirements of Rule
14e-5. Consider the guidance provided by Tender Offer Rules and
Schedules Compliance
and Disclosure Interpretation Question 166.01 in your response.
Guo-Liang Yu
Apollomics Inc.
October 26, 2022
Page 3
Summary of the Proxy Statement/Prospectus
Apollomics, page 25
9. Please revise your summary to provide more background on Apollomics'
business
including a more complete discussion of the development status of your
products. Please
also discuss any steps you must take before commercialization of your
product candidates.
10. Clearly identify the entity in which investors hold their interest and
the entities in which
the company s operations are conducted.
11. Disclose that trading in your securities may be prohibited under the
Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot
inspect or investigate
completely your auditor, and that as a result an exchange may
determine to delist your
securities. Disclose whether your auditor is subject to the
determinations announced by
the PCAOB on December 16, 2021.
Structure of Apollomics Before the Business Combination, page 26
12. Please revise your disclosure to affirmatively state, if true, that
Apollomics' corporate
structure contains no variable interest entities.
13. Provide a clear description of how cash is transferred through your
organization. Disclose
your intentions to distribute earnings. Quantify any cash flows and
transfers of other
assets by type that have occurred between the holding company and its
subsidiaries, and
the direction of transfer. Quantify any dividends or distributions
that a subsidiary
has made to the holding company and which entity made such transfer,
and their tax
consequences. Similarly quantify dividends or distributions made to
U.S. investors, the
source, and their tax consequences. Your disclosure should make clear
if no transfers,
dividends, or distributions have been made to date. Describe any
restrictions on foreign
exchange and your ability to transfer cash between entities, across
borders, and to U.S.
investors. Describe any restrictions and limitations on your ability
to distribute earnings
from the company, including your subsidiaries, to the parent company
and U.S. investors.
Additionally, disclose if you have specific cash management policies
that dictate how
funds are transferred through your organization and if applicable,
describe such policies
and procedures.
PRC Regulatory Approvals, page 34
14. Please revise your disclosure to state affirmatively whether you have
received all requisite
FirstName LastNameGuo-Liang Yu
permissions or approvals and whether any permissions or approvals have
been denied. We
Comapany
note NameApollomics Inc.you relied on the advice of PRC counsel
JunHe LLP. Please file
your disclosure that
Octoberthe
26,consent of counsel
2022 Page 3 as an exhibit to the registration statement.
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Summary of Certain Risk Factors, page 38
15. In your summary of risk factors, disclose the risks that your
corporate structure and being
based in or having the majority of the company s operations in China
poses to investors.
In particular, describe the significant regulatory, liquidity, and
enforcement risks with
cross-references to the more detailed discussion of these risks in the
prospectus. For
example, specifically discuss risks arising from the legal system in
China, including risks
and uncertainties regarding the enforcement of laws and that rules and
regulations in
China can change quickly with little advance notice; and the risk that
the Chinese
government may intervene or influence your operations at any time, or
may exert more
control over offerings conducted overseas and/or foreign investment in
China-based
issuers, which could result in a material change in your operations
and/or the value of the
securities you are registering for sale. Acknowledge any risks that
any actions by the
Chinese government to exert more oversight and control over offerings
that are conducted
overseas and/or foreign investment in China-based issuers could
significantly limit or
completely hinder your ability to offer or continue to offer
securities to investors and
cause the value of such securities to significantly decline or be
worthless. For each
summary risk factor, provide a cross reference to the corresponding
risk factor in the risk
factors section.
16. Please relocate your discussion of risks related to your operations in
China to the
beginning of this section and make a corresponding change in your risk
factors section. In
your revisions, consider separating the risks highlighted here into
distinct sections, as you
have done in your risk factors section.
Risks Related to Doing Business in China, page 102
17. We note that your definition of "China" and "PRC" on page 3 excludes
Hong Kong,
Macau and Taiwan for the purposes of your Proxy Statement/Prospectus.
Please revise to
clarify, where appropriate, that the legal and operational risks of
doing business in China
also apply to operations in Hong Kong and Macau.
18. Given the Chinese government s significant oversight and discretion
over the conduct of
your business, please revise to highlight separately the risk that the
Chinese government
may intervene or influence your operations at any time, which could
result in a material
change in your operations and/or the value of the securities you are
registering. Also,
given recent statements by the Chinese government indicating an intent
to exert more
oversight and control over offerings that are conducted overseas
and/or foreign investment
in China-based issuers, acknowledge the risk that any such action
could significantly limit
or completely hinder your ability to offer or continue to offer
securities to investors and
cause the value of such securities to significantly decline or be
worthless.
19. In light of recent events indicating greater oversight by the
Cyberspace Administration of
China (CAC) over data security, particularly for companies seeking to
list on a foreign
exchange, please revise your disclosure to explain how this oversight
impacts your
Guo-Liang Yu
Apollomics Inc.
October 26, 2022
Page 5
business and to affirmatively state to what extent you believe that
you are compliant with
the regulations or policies that have been issued by the CAC to date.
Apollomics audit report to be included in our proxy statement/prospectus was
prepared by an
auditor located in mainland China..., page 109
20. We note your disclosure about the Holding Foreign Companies
Accountable Act. Update
your disclosure to reflect that the Commission adopted rules to
implement the HFCAA
and that, pursuant to the HFCAA, the PCAOB has issued its report
notifying the
Commission of its determination that it is unable to inspect or
investigate completely
accounting firms headquartered in mainland China or Hong Kong.
Apollomics has concluded that there is a significant deficiency in its internal
control over
financial reporting..., page 131
21. Please revise this risk factor to identify the nature of the
significant deficiency and discuss
the steps you have taken, or will take, in order to remediate the
significant deficiency in
your internal controls.
Proposal No. 1 - The Business Combination Proposal
Background of the Business Combination, page 139
22. Please clarify when Maxpro decided not to proceed with a transaction
with Target
A or Target B. Please also provide a more fulsome discussion of
Maxpro's reasoning for
not entering into a transaction with either of these potential
targets.
23. Please disclose Maxpro's initial valuation of Apollomics and revise to
quantify the final
valuation agreed upon in connection with the business combination.
Clarify if there were
any differences between the two valuations and clearly state the
reasoning for any such
changes. Please also explain the basis for the Maxpro Board's
valuation, including the
underlying methodology and assumptions. We note for example your
disclosure that at the
September 7 meeting, representatives of ARC Group Ltd. discussed the
valuation of
Apollomics. Discuss the valuation analyses provided to the Maxpro
Board.
Proposal No. 1 - The Business Combination Proposal
Description of Fairness Opinion of Marshall & Stevens, page 147
24. We note your disclosure that Marshall & Stevens did not update or revise
its fairness
opinion to reflect the transaction structure whereby Apollomics will
issue its securities to
shareholders of Maxpro with Apollomics as the surviving company. Please
expand your
FirstName LastNameGuo-Liang Yu
disclosure here and in references throughout the filing to explain the
implications of this
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fact to Inc. how the Maxpro Board considered this fact
in determining to
investors, including
Octoberrecommend the terms
26, 2022 Page 5 of the business combination.
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Certain Unaudited Prospective Financial Information Regarding Apollomics, page
153
25. We note the disclaimers throughout this section that readers are
cautioned not to rely
on the prospective financial projections. While it is acceptable to
include qualifying
language concerning subjective analyses, it is inappropriate to
indicate that investors
cannot rely on disclosure. Please revise accordingly.
Certain Material Tax Considerations
Tax Consequences to U.S. Holders of the Merger, page 186
26. We note your disclosure that the parties "intend" for this transaction
to qualify as
a reorganization within the meaning of Section 368(a) of the Internal
Revenue
Code. Please have counsel provide a tax opinion addressing the
material tax
consequences to shareholders. The tax opinion should address and
express a conclusion
for each material federal tax consequence. For additional guidance
concerning
assumptions and opinions subject to uncertainty, refer to Section
III.C. 3 and 4 of Staff
Legal Bulletin No. 19.
Information about Apollomics, page 201
27. Please include a more detailed description of Apollomics corporate
history. For example,
we note from your disclosure on page 229 that Apollomics
wholly-owned subsidiary was
originally spun-off from Crown Biosciences International and much of
the intellectual
property owned by Apollomics was transferred to them as part of this
spin-off. Please
revise to include this information in your overview of Apollomics on
page 201.
28. Please increase the size of the graphics appearing throughout this
section so that the text is
legible, including the pipeline table on page 203. We may have further
comment after
reviewing your response.
Immuno-Oncology Drugs, page 202
29. We to note your statement that APL-501 has has anti-tumor activity
comparable to the
marketed anti-PD-1 antibody. Please revise to remove conclusions
regarding the
efficacy of your product candidates. Please also revise to clarify
whether the study
producing these results was conducted as a head-to-head trial against
this conventional
method. To the extent that this is not a head-to-head trial, please
remove the statement or
tell us why you believe such comparison is appropriate.
Anti-Cancer Enhancers, page 202
30. Please remove "first-in-class" references here and throughout the
prospectus as
these statements are speculative in light of the current regulatory
status of your product
candidates.
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Drug Candidate Development Status, page 203
31. We note the inclusion of the product candidates APL-108, APL-810 and
APL-801 in your
pipeline table. Given the limited disclosure related to these product
candidates, please
explain why they are sufficiently material to your business to warrant
inclusion in your
pipeline table. If they are material, please expand your disclosure to
provide a more
fulsome discussion of these product candidates, including a
description of preclinical
studies or development activities conducted. Alternatively, remove any
product
candidates that are not currently material from your pipeline table on
page 203. We will
not object to a narrative discussion of your development plans.
APL-101 c-Met Tyrosine Kinase Inhibitor (TKI), page 211
32. Please revise your disclosure to present objective information about
trial results, rather
than conclusions as to the safety or efficacy of your product
candidates. For example, on
page 213 you state that APL-101 showed "preliminary efficacy" for the
treatment of non-
small cell lung cancer. Please revise this statement, and any others
like it, to remove
conclusions of safety and efficacy, as these conclusions are within
the sole authority of the
FDA and comparable foreign regulators.
33. Please revise the discussion of your clinical trials conducted here,
and throughout the
remainder of this section, to disclose if any Serious Adverse Events
were observed and the
primary and secondary endpoint for each trial discussed.
Licensing and Collaboration Agreements, page 230
34. Please revise your discussion of the RevMab and TYG agreements to
provide a more
complete discussion of the material terms of these agreements. Your
revisions should
include the nature and scope of intellectual property transferred,
each parties rights and
obligations, the duration of agreement and royalty term, any
termination provisions, up-
front or execution payments received or paid, aggregate amounts paid
or received to date
under agreement, aggregate future potential milestone payments to be
paid or received,
segregated by regulatory and commercial milestones, and applicable
royalty rates or a
royalty range not to exceed ten percentage points. Additionally,
please file the agreements
discussed in this section as exhibits to the registration statement or
tell us why you believe
such filing is not required.
Intellectual Property, page 239
35. Please revise this section to specify the type of protection (e.g.
method, composition of
matter) for each material patent disclosed in this section.
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United States regulation of pharmaceutical product development and approval,
page 245
36. For each accelerated approval process discussed in this section,
please revise to explicitly
state that these designations do not grant any advantages in the
regulatory approval
process or guarantee eventual approval by the FDA.
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Balance Sheet, page 308
37. Please revise the Pro Forma Balance Sheet column such that the amounts
equal the
historical balances of Apollomics and Maxpro, considering the US GAAP
to IFRS
conversion and transaction accounting adjustments. For example, it
appears that the Pro
Forma Balance Sheet cash and cash equivalents amount in Scenario 1
should be $144,123.
Enforcement of Civil Liability , page 340
38. Revise your disclosure here and in your risk factor on page 132 to
affirmatively state
whether any of your officers, directors or other members of senior
management are
located in China. If so, disclose that their residence in China may
make it even more
difficult to enforce any judgments obtained from foreign courts
against such persons
compared to other non-U.S. jurisdictions. Additionally, if your
officers, directors or other
members of management are located in China, please include a summary
risk factor
describing that it may be difficult to enforce any judgments obtained
from foreign courts
against you or your management in mainland China.
Exclusive Forum, page B-40
39. We note the courts of the Cayman Islands will be the sole and
exclusive forum for any
derivative action or proceeding brought on your behalf. Please include
a risk factor
discussing the risks related to your exclusive forum, including that
such a provision may
result in increased costs for investors to bring a claim and that the
provision can
discourage claims or limit investors' ability to bring a claim in a
judicial forum that they
find favorable.
Apollomics Inc. Notes to Consolidated Financial Statements
4. Significant Accounting Policies
Basis of consolidation, page F-44
40. Please tell us if you consolidate any variable interest entities and
the significance of those
entities to your consolidated financial statements. If material to
your operations,
please provide in tabular form a condensed consolidating schedule that
disaggregates the
operations and depicts the financial position, cash flows, and results
of operations as of
the same dates and for the same periods for which audited consolidated
financial
statements are required. The schedule should present major line items,
such as revenue
Guo-Liang Yu
Apollomics Inc.
October 26, 2022
Page 9
and cost of goods/services, and subtotals and disaggregated intercompany
amounts, such
as separate line items for intercompany receivables and investment in
subsidiary. The
schedule should also disaggregate the parent company, the VIEs and its
consolidated
subsidiaries, the WFOEs that are the primary beneficiary of the VIEs, and
an aggregation
of other entities that are consolidated. The objective of this disclosure
is to allow an
investor to evaluate the nature of assets held by, and the operations of,
entities apart from
the VIE, as well as the nature and amounts associated with intercompany
transactions.
Any intercompany amounts should be presented on a gross basis and when
necessary,
additional disclosure about such amounts should be included in order to
make the
information presented not misleading.
General
41. We note that EF Hutton was the underwriter for the initial public
offering of the SPAC
and that ARC Group Ltd served as a financial advisor to Maxpro in
connection with this
transaction. We also note press reports that certain financial advisors
are ending
their involvement in SPAC business combination transactions. Please tell
us whether you
have received notice from these institution about ceasing involvement in
your transaction
and how that may impact your deal or any deferred compensation owed to
such company.
In addition, identify any financial advisors who served Apollomics in
connection with the
proposed transaction, and provide similar disclosure as applicable.
You may contact Christine Torney at 202-551-3652 or Mary Mast at
202-551-3613 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Tyler Howes at 202-551-3370 or Christine Westbrook at 202-551-5019 with
any other
questions.
Sincerely,
FirstName LastNameGuo-Liang Yu
Division of
Corporation Finance
Comapany NameApollomics Inc.
Office of Life
Sciences
October 26, 2022 Page 9
cc: Daniel Nussen, Esq.
FirstName LastName