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United States securities and exchange commission logo
June 23, 2023
Sanjeev Redkar
President
Apollomics Inc.
989 E. Hillsdale Blvd., Suite 220
Foster City, CA 94404
Re: Apollomics Inc.
Registration
Statement on Form F-1
Filed June 9, 2023
File No. 333-272552
Dear Sanjeev Redkar:
We have limited our review of your registration statement to
those issues we have
addressed in our 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.
Registration Statement on Form F-1 filed June 9, 2023
Cover Page, page 1
1. For each of the
warrants and ordinary shares being registered for resale, disclose the price
that the selling
securityholders paid for such securities.
2. We note that you have
disclosed the exercise price of your Warrants, including the
approximately $126.15
million in aggregate proceeds you would receive assuming the
exercise of all the
outstanding Warrants for cash. Given the significant difference in
exercise prices between
your Public Warrants and Private Warrants versus your Penny
Warrants, please revise
your disclosure to quantify the estimated proceeds from the Penny
Warrants. In addition,
please revise your disclosure to disclose the exercise price of the
warrants compared to
the market price of the underlying securities and disclose that the
Penny Warrants'
exercise price is significantly lower than your current trading price and
Sanjeev Redkar
FirstName
ApollomicsLastNameSanjeev Redkar
Inc.
Comapany
June NameApollomics Inc.
23, 2023
June 23,
Page 2 2023 Page 2
FirstName LastName
your Public Warrants and Private Warrants have exercise prices higher
than your current
trading of $5.19 per share on June 5, 2023. Provide similar disclosure
in the prospectus
summary, risk factors, MD&A and use of proceeds section and disclose
that cash proceeds
associated with the exercises of the warrants are dependent on the
stock price. As
applicable, describe the impact on your liquidity and update the
discussion on the ability
of your company to fund your operations on a prospective basis with
your current cash on
hand.
3. We note your disclosure that "Maxpro Sponsor may experience profit of
$3.19 per share,
or approximately $9.90 million in the aggregate for selling the
3,101,900 Class A
Ordinary Shares it received." Please update your disclosure to clearly
disclose the price
paid for those securities.
Risk Factors
Risks Related to Ownership of Apollomics Securities
Sales of a substantial number of our securities in the public market by the
Selling
Securityholders..., page 99
4. We note your disclosure that [f]or example, based on the closing
price of our Class A
Ordinary Shares on June 5, 2023, the Maxpro Sponsor may experience
profit of $3.19 per
share, or approximately $9.88 million in the aggregate for selling the
3,101,900 Class A
Ordinary Shares it received. Please update your risk factor on the
top of page 99 to
disclose whether any other private investors acquired securities below
the SPAC IPO
price or otherwise advise. Also disclose that even though the current
trading price is at or
significantly below the SPAC IPO price, the private investors have an
incentive to sell
because they will still profit on sales because of the lower price
that they purchased their
shares than the public investors.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
203
5. In light of the significant number of redemptions and the unlikelihood
that the company
will receive significant proceeds from exercises of the warrants
because of the disparity
between the exercise price of the warrants and the current trading
price of the Class A
common stock, expand your discussion of capital resources to address
any changes in the
company s liquidity position since the business combination. If the
company is likely to
have to seek additional capital, discuss the effect of this offering
on the company s ability
to raise additional capital.
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
Sanjeev Redkar
Apollomics Inc.
June 23, 2023
Page 3
statement.
Please contact Cindy Polynice at 202-551-8707 or Jason Drory at
202-551-8342 with any
other questions.
Sincerely,
FirstName LastNameSanjeev Redkar
Division of
Corporation Finance
Comapany NameApollomics Inc.
Office of Life
Sciences
June 23, 2023 Page 3
cc: Daniel E. Nussen, Esq.
FirstName LastName