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United States securities and exchange commission logo
December 5, 2022
Guo-Liang Yu
Chief Executive Officer
Apollomics Inc.
989 E. Hillsdale Blvd., Suite 220
Foster City, CA 94404
Re: Apollomics Inc.
Registration
Statement on Form F-4
Filed November 22,
2022
File No. 333-268525
Dear Guo-Liang Yu:
We have reviewed your 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Form F-4 filed November 22, 2022
Cover Page
1. We note your response
to prior comment 13 and reissue in part. Please revise your cover
page to include a clear
description of how cash is transferred through your organization.
Please also make
similar changes in the "Holding Company Structure" section of the
Summary of Proxy
Statement/Prospectus.
Risk Factors
Risks Related to Doing Business in Greater China, page 49
2. We note your response
to prior comment 17 and your disclosure on page 4 that defines
Greater China to
include Taiwan. Please revise to remove Taiwan from the definition of
Greater China or tell
us why you believe it is appropriate.
Guo-Liang Yu
FirstName
ApollomicsLastNameGuo-Liang Yu
Inc.
Comapany5,
December NameApollomics
2022 Inc.
December
Page 2 5, 2022 Page 2
FirstName LastName
3. We note your response to prior comment 19. Please revise 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.
Certain Material Tax Considerations
Certain U.S. Federal Income Tax Considerations, page 192
4. We note your response to prior comment 26 that there are significant
factual and legal
uncertainties regarding the qualification of the Merger as a
reorganization within the
meaning of Section 368(a) of the Code. However, you continue to state
in the registration
statement that the parties to the Merger intend for the Merger to
qualify
as a reorganization within the meaning of Section 368 of the Code.
Accordingly, please
have counsel file a tax opinion supporting this conclusion. Note that
your tax opinion
may be conditioned or may be qualified by any facts that are unknown
and that give rise
to doubt regarding the conclusion, so long as such conditions and
qualifications are
adequately described in the filing. Refer to Item 601(b)(8) of
Regulation S-K. Whenever
there is significant doubt about the tax consequences of the
transaction, it is permissible
for the tax opinion to use should or "more likely than not"
rather than will, but
counsel providing the opinion must explain why it cannot give a
will opinion and
describe the degree of uncertainty in the opinion. Please refer to
Section III.C.4 of Staff
Legal Bulletin No. 19.
Information about Apollomics, page 213
5. We note your response to prior comment 28 and reissue in part. Please
increase the size
of your pipeline table appearing on page 215 and the graphics
appearing on page 235 and
240 so that the text within is easily readable.
Drug Candidate Development Status, page 215
6. To the extent that you are not responsible for, and do not have
control over, the clinical
trials identified as partner trials, please revise your table to
clearly disclose that fact, and
disclose, by footnote or narrative accompanying the table, the extent
of your financial
interest in the development of the applicable product candidate, e.g.,
disclose, where
applicable, that your financial interests are limited to specified
potential milestone
payments and/or royalty payments. To the extent that you do not have
any direct financial
interest in the development of the referenced product candidate by
your partner, please
remove the related trials from your pipeline table.
7. We note your revised disclosure related to your APL-108 candidate.
Please further revise
to include a description of any preclinical studies or development
activities conducted for
this candidate. To the extent you have not conducted any development
activities on this
candidate, please revise to include an affirmative statement to that
effect. Please also
revise to include narrative disclosure explaining what is depicted in
the graphic appearing
on page 238.
Guo-Liang Yu
Apollomics Inc.
December 5, 2022
Page 3
Unaudited Pro Forma Condensed Combined Financial Information, page 324
8. Please revise the historical financial information included in the pro
forma information for
Maxpro to be consistent with the most recent financial statements
presented in the filing.
Please refer to the guidance in Rule 11-02(c) of Regulation S-X.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
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
December 5, 2022 Page 3
cc: Daniel Nussen, Esq.
FirstName LastName