SEC Filing - Apollomics, Inc.

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6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the Month of August 2024

Commission File Number: 001-41670

Apollomics Inc.

(Translation of registrant’s name into English)

989 E. Hillsdale Blvd., Suite 220

Foster City, CA 94404

Telephone: (650) 209-4055

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

EXPLANATORY NOTE

On August 14, 2024, Apollomics Inc. (the “Company”) issued unaudited condensed consolidated interim financial statements for the six months ended June 30, 2024 and management’s discussion and analysis of financial condition and results of operations (the “MD&A”) for the six months ended June 30, 2024. The Company's presentation and functional currency is the U.S. dollar. A copy of such unaudited condensed consolidated interim financial statements is attached hereto as Exhibit 99.1. A copy of the MD&A is attached hereto as Exhibit 99.2.

On August 14, 2024, the Company issued a press release in which the Company reported its financial results for the six months ended June 30, 2024. A copy of such press release is furnished as Exhibit 99.3 hereto.

The information furnished in Exhibit 99.1 and Exhibit 99.2 to this Report of Foreign Private Issuer on Form 6-K (this “Report”) shall be deemed to be filed with the Securities and Exchange Commission and incorporated by reference into the Company’s registration statements on Form S-8 (File No. 333-272559), Form F-1 (File No. 333-272552) and Form F-3 (File Nos. 333-278430, 333-278431 and 333-279549), and any related prospectuses, as such registration statements and prospectuses may be amended from time to time, and to be a part thereof from the date on which this Report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

APPLICATION OF HOME COUNTRY PRACTICE RULES

The Company is a “foreign private issuer” (as such term is defined in Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and the Company’s Class A ordinary shares, par value $0.0001 per share (each a “Class A Ordinary Share”), and warrants are listed on the Nasdaq Capital Market. As a foreign private issuer, the Company is permitted under Nasdaq rules to follow home country governance practices instead of certain Nasdaq requirements pursuant to Nasdaq Rule 5615(a)(3). As disclosed in the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2023, as filed with the U.S. Securities and Exchange Commission on March 28, 2024 (the “Annual Report”), the Company follows home country corporate governance practices instead of certain Nasdaq corporate governance requirements, as described in more detail therein. The Company has also informed Nasdaq that it intends to follow home country governance practices in lieu of shareholder approval requirements in Nasdaq Rule 5635, and that it will disclose in its annual report on Form 20-F for the fiscal year ended December 31, 2024 each requirement that it does not follow and describe the home country practices it follows in lieu of such requirements.

EXHIBIT INDEX


Exhibit No.		Description
99.1		Unaudited Condensed Consolidated Interim Financial Statements for the Six Months Ended June 30, 2024 and 2023, and as of June 30, 2024 and December 31, 2023
99.2		Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Six Months Ended June 30, 2024 and 2023
99.3		Press release dated August 14, 2024
101		Interactive Data File (formatted as Inline XBRL)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	Apollomics Inc.
Date: August 14, 2024	By:	/s/ Guo-Liang Yu
		Name	Guo-Liang Yu, Ph.D.
		Title:	Chief Executive Officer

EX-99.1

Exhibit 99.1

INDEX TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS


Condensed Consolidated Interim Statements of Financial Position as of June 30, 2024 (Unaudited) and December 31, 2023	1
Condensed Consolidated Interim Statements of Loss and Comprehensive Loss for the Six Months Ended June 30, 2024 and 2023 (Unaudited)	2
Condensed Consolidated Interim Statements of Shareholders’ Equity for the Six Months Ended June 30, 2024 and 2023 (Unaudited)	3
Condensed Consolidated Interim Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023 (Unaudited)	4
Notes to Condensed Consolidated Interim Financial Statements (Unaudited)	5

APOLLOMICS INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION

(All amounts in thousands of $)


	NOTES	As of June 30, 2024 (Unaudited)			As of December 31, 2023
Non-current assets
Plant and equipment, net	12	$	124		$	161
Right-of-use assets	13		1,177			425
Intangible assets, net	14		4,747			14,757
Rental deposits			113			119
Total non-current assets			6,161			15,462

Current assets
Deposits, prepayments and deferred expenses	15		2,483			2,108
Financial assets at fair value through profit and loss (“FVTPL”)	22	—				5,761
Cash and cash equivalents			25,929			32,056
Total current assets			28,412			39,925

Total assets			34,573			55,387

Current liabilities
Other payables and accruals	18		8,877			9,162
Short term bank loans			3,508			4,236
Lease liabilities, current portion			264			158
Total current liabilities			12,649			13,556

Net current assets			15,763			26,369

Total assets less current liabilities			21,924			41,831

Non-current liabilities
Lease liabilities, noncurrent portion			951			267
Warrant liabilities at FVTPL	22		166			330
Total non-current liabilities			1,117			597

Net assets			20,807			41,234

Equity
Share capital	20		11			9
Share premium			666,521			661,474
Reserves			36,446			26,716
Accumulated losses			(682,171	)		(646,965	)
Total equity		$	20,807		$	41,234

The accompanying notes are an integral part of these unaudited consolidated interim financial statements.

APOLLOMICS INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS (UNAUDITED)

(All amounts in thousands of $, except for per share data)


		Six Months Ended June 30,
	NOTES	2024			2023
Other income	7	$	1,737		$	401
Foreign exchange losses	8		(2	)		(2,104	)
Fair value change of financial assets at FVTPL	16		198			460
Fair value change of financial liabilities at FVTPL	22		164			676
Fair value change of convertible preferred shares	19	—				(76,430	)
Research and development expenses			(16,926	)		(16,518	)
Administrative expenses			(10,153	)		(9,652	)
Impairment of an intangible asset			(10,000	)	—
Finance costs			(134	)		(60	)
Other expense	9		(90	)		(47,457	)
Loss before taxation			(35,206	)		(150,684	)
Income tax expenses		—				(10	)
Loss and total comprehensive loss for the period, net of taxation, attributable to owners of the Company		$	(35,206	)	$	(150,694	)
Loss per share
Basic loss per common share	11	$	(0.38	)	$	(2.55	)
Diluted loss per common share	11	$	(0.38	)	$	(2.55	)
Weighted average number of common shares outstanding – Basic and Diluted	11		93,740			59,000

The accompanying notes are an integral part of these unaudited consolidated interim financial statements.

APOLLOMICS INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)

(All amounts in thousands of $, except for share and per share data)


	Share capital						Treasury Shares									Reserves
																		Share-based
	Number of Shares			Amount			Number of Shares			Amount			Share premium			Other reserve		payment reserve			Accumulated losses			Total
																(note)
As of January 1, 2023		401,804,238		$	41			6,930,235		$	(68	)	$	12,279		$	3,398	$	10,830		$	(474,600	)	$	(448,120	)
Recapitalization of Apollomics at Exchange Ratio		(373,003,312	)		(38	)		(6,433,483	)	—				38		—		—			—			—
Adjusted Balances, beginning of period		28,800,926		$	3			496,752		$	(68	)	$	12,317		$	3,398	$	10,830		$	(474,600	)	$	(448,120	)
Loss and total comprehensive loss for the period	—			—			—			—			—			—		—				(150,694	)		(150,694	)
Forfeiture of vested share options	—			—			—			—			—			—			(198	)		198			—
Exercise of share options (Note 20) 1		47,443			—		—			—				83			30		(30	)	—				83
Restricted share awards vested (Notes 20 and 21) 2	—			—				(496,752	)		68		—				3		(3	)	—				68
Business combination, net of redemptions (Note 5)		3,312,715		—			—			—				757		—		—			—				757
Conversion of pre-Closing Apollomics convertible preferred shares into post-Closing Apollomics Ordinary Shares (Note 5)		54,420,956			6		—			—				588,285		—		—			—				588,291
IFRS 2 listing expense (Note 5)	—			—			—			—				45,524		—		—			—				45,524
Post-Closing Apollomics Class B Ordinary Shares issued to PIPE Investors, net of transaction costs (Note 5)		230,000		—			—			—				261		—		—			—				261
Reclassification from equity to non-current liabilities for Maxpro Warrants assumed by Apollomics upon Closing 3	—			—			—			—				(7,105	)	—		—			—				(7,105	)
Issuance of post-Closing Apollomics Class A Ordinary Shares upon the conversion of post-Closing Apollomics Series A Preferred Shares (Note 21)		2,668,750		—			—			—				21,350		—		—			—				21,350
Recognition of equity-settled share-based payment (Note 20)	—			—			—			—			—			—			5,282		—				5,282
As of June 30, 2023		89,480,790		$	9		—			$	—		$	661,472		$	3,431	$	15,881		$	(625,096	)	$	55,697

As of January 1, 2024		89,495,790			9			—			—			661,474			3,435		23,281			(646,965	)		41,234
Loss and total comprehensive loss for the period	—			—			—			—			—			—		—				(35,206	)		(35,206	)
Shares issued to PIPE Investors, net of transaction costs (Note 20)		19,166,666			2		—			—				5,047		—		—			—				5,049
Shares issued to employees for compensation (Note 20)		1,238,582		—			—			—			—			—			1,506		—				1,506
Shares issued to board members for board fees (Note 20)		69,310			—		—			—			—			—		—			—				—
Recognition of equity-settled share-based payment (Note 20)		—		—			—			—			—			—			8,224		—				8,224
As of June 30, 2024		109,970,348		$	11			—		$	—		$	666,521		$	3,435	$	33,011		$	(682,171	)	$	20,807

Note: Other reserve includes amounts transferred from share-based payment reserve when the share options are exercised or the restricted shares are vested.

1 Consists of 435,833 Pre-Closing Apollomics Ordinary Shares issued for share options exercised between January 1, 2023 to March 28, 2023. These Pre-Closing Apollomics Ordinary Shares were exchanged for 31,241 Post-Closing Apollomics Ordinary Shares, in accordance with the Exchange Ratio upon the closing of the Business Combination (the “Closing”). On April 26, 2023, additional share options were exercised resulting in the issuance of 16,202 Post-Closing Apollomics Ordinary Shares.

2 All unvested restricted shares were milestone-based restricted shares held by the Chief Executive Officer of Apollomics which vested upon the Closing of the Business Combination.

3 The Maxpro Warrants assumed by Apollomics upon Closing were reclassified from equity to non-current liabilities due to a net share settlement feature, which precludes equity classification under IAS 32. The reclassification resulted in a reduction to equity (share premium) of $7.1 million (as the warrants are no longer equity-classified upon Closing), an increase to warrant liability of $1.3 million, and a decrease to accumulated losses of $5.8 million. The decrease to accumulated losses is a result of remeasurement of the warrants as a result of their liability classification under IAS 32. As the $5.8 million in accumulated losses relates to Maxpro, these accumulated losses are reclassified to share premium (along with all other historical accumulated losses of Maxpro) as a result of the Business Combination and this reduction to share premium is included in the line titled, “Business Combination, net of redemptions” in the condensed consolidated interim statements of changes in shareholders’ deficit above. As such, the net impact of the warrant reclassification on the condensed consolidated interim statements of changes in shareholders’ deficit is to reduce share premium by $1.3 million ($7.1 million less $5.8 million) and the impact of the warrant reclassification on the condensed consolidated interim statement of financial position as of June 30, 2023 is to increase warrant liabilities by $1.3 million and reduce share premium by $1.3 million. There is no impact to the condensed consolidated interim statements of loss and comprehensive loss as a result of the reclassification of the Maxpro Warrants outside of the recognition of the change in fair value of the Maxpro Warrants from March 29, 2023 to June 30, 2023.

The accompanying notes are an integral part of these unaudited consolidated interim financial statements.

APOLLOMICS INC.

CONDENSED CONSOLIDATED interim STATEMENTS OF CASH FLOWS (UNAUDITED)

(All amounts in thousands of $)


	For the Six Months Ended June 30,
	2024			2023
OPERATING ACTIVITIES
Loss before taxation	$	(35,206	)	$	(150,684	)
Adjustments for:
Interest income	—				(373	)
Depreciation of plant and equipment		25			49
Depreciation of right-of-use assets		164			297
Amortization of intangible assets		10			11
Impairment loss on intangible assets		10,000		—
Realized foreign currency (gains) losses	—				(860	)
Fair value change of financial assets at FVTPL	—				(460	)
Fair value change of financial liabilities at FVTPL		(164	)		(676	)
Fair value change of preferred shares	—				76,430
IFRS 2 listing expense	—				45,524
Share-based payment expenses		8,224			5,282
Loss on sale of plant and equipment		15		—
Unrealized foreign currency loss	—				2,961
Operating cash flows before movements in working capital		(16,932	)		(22,499	)
(Increase) decrease in deposits, prepayments and deferred expenses		(375	)		(1,583	)
Increase in accounts payable and accrued offering costs	—				947
Increase (decrease) in other payables and accruals		1,319			(1,252	)
NET CASH USED IN OPERATION		(15,988	)		(24,387	)
Taxation paid	—				(10	)
NET CASH USED IN OPERATING ACTIVITIES		(15,988	)		(24,397	)
INVESTING ACTIVITIES
Interest received	—				373
Proceeds from redemption of time deposits	—				4,307
Placement of time deposits	—				(4,048	)
Purchase of plant and equipment		(24	)		(6	)
Proceeds from disposal of plant and equipment		4		—
Placement of FVTPL	—				(873	)
Proceeds from disposal of assets at FVTPL		5,761		—
Refund of rental deposits		6			5
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES		5,747			(242	)
FINANCING ACTIVITIES
Proceeds from PIPE Financings and Business Combination, net of transaction costs		5,049			20,249
Payment of deferred underwriting fees	—				(2,779	)
Repayment of bank loans		(1,412	)	—
Proceeds from bank loans		702		—
Proceeds from issue of shares upon exercise of share options	—				83
Interest paid		(135	)		(60	)
Repayment of lease liabilities		(84	)		(252	)
NET CASH FROM FINANCING ACTIVITIES		4,120			17,241
Effects of Exchange Rate Changes on Cash and Cash Equivalents		(6	)		19
NET (DECREASE) IN CASH AND CASH EQUIVALENTS		(6,127	)		(7,379	)
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD		32,056			32,675
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD	$	25,929		$	25,296
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Restricted share awards vested	$	—		$	68
Accrued transaction costs	—				280
Conversion of pre-closing Apollomics convertible preferred shares into Post-Closing Apollomics Ordinary Shares	—				588,285
Initial value of warrant liabilities arising from Maxpro note conversion and PIPE Financing in connection with the Closing Date of the Business Combination	—				629
Reclassification from equity to non-current liabilities for Maxpro Warrants assumed by Apollomics upon Closing	—				1,298
Establishment of lease right-of-use assets and associated lease liabilities		911		—
Restricted shares and share options issued in lieu of accrued compensation		1,506		—

The accompanying notes are an integral part of these unaudited consolidated interim financial statements.

APOLLOMICS INC.

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

GENERAL INFORMATION

Apollomics Inc. (“Apollomics” or the “Company”) is a clinical-stage biotechnology company focused on discovering and developing oncology therapies to address unmet medical needs. Since the Company’s founding in 2015, the Company has built a pipeline of nine drug candidates across 11 programs that focus on oncology, of which six drug candidates are in the clinical stage.

The Company was originally formed as CB Therapeutics Inc. as a result of a spin-off from Crown Bioscience International, which was completed on December 31, 2015. Prior to December 2015, Crown Bioscience International, through its subsidiaries, was the owner of certain patent rights relating to certain of these drug candidates. In order to focus on its core business, namely providing preclinical contract research organization services, and allow the drug discovery and development related business to be operated and financed separately, Crown Bioscience International spun off its Taiwan subsidiary, Crown Bioscience (Taiwan), and contributed it to the Company. As a result, we became the owner of these patent rights.

In addition to its U.S. headquarters, the Company also has locations in Australia (Apollomics (Australia) Pty Ltd, formed in November 2016), Hong Kong (Apollomics (Hong Kong) Limited, formed in June 2019) and China (Zhejiang Crownmab Biotech Co. Ltd. and Zhejiang Crown Bochuang Biopharma Co. Ltd., formed in May 2018 and May 2020, respectively). The Company’s headquarters and global drug development team is based in the United States (San Francisco Bay area), while its discovery and China drug development team is based in China (Hangzhou and Shanghai). The Company operates in both the United States and China, with its headquarters and its global drug development team in San Francisco, California and its discovery and China drug development team in Hangzhou and Shanghai, China.

On March 29, 2023 (the “Closing Date”), Apollomics consummated a business combination (the “Business Combination”) with Maxpro Capital Acquisition Corp. (“Maxpro”), a Delaware corporation and special purpose acquisition company, pursuant to the initial business combination agreement dated September 14, 2022 and subsequent amendment to the business combination agreement dated February 9, 2023 (the “Business Combination Agreement” or “BCA”). In connection with the closing of the Business Combination, Apollomics became a publicly traded company on the Nasdaq Capital Market (“Nasdaq”). The Company’s Class A Ordinary Shares and warrants are listed on Nasdaq under the trading symbols “APLM” and “APLMW,” respectively. Trading on the Nasdaq commenced on March 30, 2023.

The unaudited condensed consolidated interim financial statements are presented in U.S. dollars (“$”). The Company’s subsidiaries included in the unaudited condensed consolidated interim financial statements are listed below (the Company and its subsidiaries are collectively referred to herein as the “Group”). These unaudited condensed consolidated interim financial statements have been prepared based on the accounting policies which conform with International Financial Reporting Standards (“IFRSs”) as issued by the International Accounting Standards Board (“IASB”) and have been prepared under the assumption the Company operates on a going concern basis.


Name of subsidiaries	Place of incorporation or establishment/operation and date of incorporation/ establishment	Principal activities
Apollomics, Inc.	California, United States January 14, 2016	Research and development of drugs
Apollomics (Australia) Pty. Ltd.	Melbourne, Australia November 4, 2016	Research and development of drugs
Apollomics (Hong Kong) Limited	Hong Kong, China June 24, 2019	Investment holding
Zhejiang Crownmab Biotech Co., Ltd.	Hangzhou, China May 29, 2018	Investment holding and research and development of drugs
Zhejiang Crown Bochuang Biopharma Co., Ltd.	Hangzhou, China May 29, 2020	Research and development of drugs
Project Max SPAC Merger Sub, Inc.	Delaware, United States August 19, 2022	Investment holding

BASIS OF PREPARATION OF THE UNAUDITED CONDENSED CONSOLIDATED interim FINANCIAL STATEMENTS

The unaudited condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34 (“IAS 34”) “Interim Financial Reporting” issued by the IASB as well as the rules and regulations of the U.S. Securities and Exchange Commission, and have been prepared under the assumption the Company operates on a going concern basis.

APOLLOMICS INC.

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

Based upon our 2024 operating plan, and our balance of cash and cash equivalents of $25.9 million as of June 30, 2024, we estimate that we will have sufficient liquidity to continue as a going concern through at least June 30, 2025, and into the third quarter of 2025. We will require additional capital, from equity, debt or strategic partnerships, to continue as a going concern in the future. It is uncertain whether such capital will be available in amounts or on terms acceptable to us, if at all. If we are not able to obtain additional capital to meet our cash requirements in the future, our business, financial condition, results of operations and prospects could be materially and adversely affected. There can be no assurance that management’s attempts to raise additional capital will be successful, and could ultimately result in reassessing the Company’s ability to continue as a going concern.

PRINCIPAL ACCOUNTING POLICIES

The unaudited condensed consolidated interim financial statements have been prepared on the historical cost basis except for certain financial instruments, which are measured at fair values.

Other than additional accounting policies resulting from application of amendments to IFRSs, the accounting policies and methods of computation used in the unaudited condensed consolidated interim financial statements for the six months ended June 30, 2023 and 2024 are the same as those presented in the Group’s annual financial statements for the year ended December 31, 2023.

Application of amendments to IFRSs

For the purposes of preparing and presenting the unaudited condensed consolidated interim financial statements for the six months ended June 30, 2024, the Group has applied the following amendments to IFRSs issued by the IASB, for the first time, which are mandatorily effective for the Group’s annual period beginning on January 1, 2024:


Amendments to IFRS 3	Reference to the Conceptual Framework
Amendments to IAS 16	Property, Plant and Equipment: Proceeds before Intended Use
Amendments to IFRS Standards	Annual Improvements to IFRS Standards 2018 — 2020

The application of the amendments to IFRSs in the current interim period has had no material impact on the Group’s financial position and performance for the current and prior periods and/or on the disclosures set out in these unaudited condensed consolidated interim financial statements.

CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

The preparation of the unaudited condensed consolidated interim financial statements requires the management of the Company to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

In preparing these unaudited condensed consolidated interim financial statements, the critical judgments made by the management of the Company in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year ended December 31, 2023.

BUSINESS COMBINATION

As previously outlined in Note 1 – General Information, the Company underwent a Business Combination with Maxpro on March 29, 2023. The Business Combination was effected through the issuance of shares of Apollomics to Maxpro stockholders.

Upon the closing of the Business Combination, the following occurred:

Each Apollomics ordinary share assumed outstanding immediately prior to the closing of the Business Combination, which totaled 401,804,238 shares (other than the exercise of share options), was exchanged for the right to receive 0.071679 shares of post-closing Apollomics Ordinary Shares (the “Exchange Ratio”). The resulting issuance totaled 28,800,926 shares of Apollomics Class B Ordinary Shares. No Class B Ordinary Share is transferable, except to certain permitted transferees, until the earlier of (i) six (6) months after the Closing Date, which was September 29, 2023, or (ii) in the event that a definitive agreement that contemplates a change of control of is entered into, immediately prior to the consummation of such Change of Control (the “Class B Lock-Up Period”), subject to the conditions set forth in the memorandum and articles of association (“MAA”). Class B Ordinary Shares were automatically converted into Class A Ordinary Shares on a one-to-one basis upon the end of

APOLLOMICS INC.

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

the Class B Lock-Up Period, provided that the Board may approve such conversion prior to the end of the Class B Lock-Up Period.

In connection with the Business Combination, Apollomics entered into the PIPE Financing with certain accredited investors for an aggregate of 230,000 Class B Ordinary Shares at a price of $10.00 per share, 2,135,000 Series A Preferred Shares at a price of $10.00 per share and 57,500 Penny Warrants to purchase Class A Ordinary Shares, for a total of $23.7 million.

Each share of Maxpro Class A Common Stock (consisting of non-redeemable Common Stock and redeemable Common Stock that was not redeemed at closing) assumed outstanding immediately prior to the closing of the Business Combination was exchanged for, on a one-for-one basis, shares of Apollomics Class A Ordinary Shares.

Each share of Maxpro Class B Common Stock (consisting of non-redeemable Common Stock) assumed outstanding immediately prior to the closing of the Business Combination was exchanged for, on a one-for-one basis, shares of Apollomics Class A Ordinary Shares.

In connection with the Business Combination, Maxpro’s stockholders redeemed 10,270,060 out of the 10,350,000 public shares available, representing 99.2% of Maxpro’s public float, which resulted in Apollomics receiving nominal cash in connection with the Business Combination other than through the PIPE Financing. At closing of the Business Combination, 10,350,000 Maxpro public warrants and 464,150 Maxpro private warrants outstanding were assumed by Apollomics and recorded as a warrant liability on the Company’s condensed consolidated statement of financial position. The warrant liability will be remeasured each reporting period until the earlier of the warrant expiration date or the warrant exercise date. The Private Warrants or Extension Warrants (including the Class A Ordinary Shares issuable upon exercise of any of such warrants) could not be transferred, assigned or sold until September 29, 2023, the date that was six months after the Closing Date, pursuant to the Lock-Up Agreement effective at the Closing Date.

Maxpro had a promissory note payable to the Maxpro Sponsor with a principal balance of $1.5 million immediately prior to the closing of the Business Combination. The unpaid principal amount was converted into 155,250 shares of Apollomics Class A Ordinary Shares and 155,250 private warrants upon the closing of the Business Combination. The warrants were recorded as a warrant liability on the Company’s condensed consolidated statement of financial position. The warrant liability will be remeasured each reporting period until the earlier of the warrant expiration date or the warrant exercise date.

Each Maxpro warrant issued and outstanding immediately prior to the closing of the Business Combination was assumed by Apollomics and became exercisable, on a one-for-one basis, for Apollomics Class A Ordinary Shares.

Prior to the closing of the Business Combination, one Apollomics share option holder elected to exercise all of such holder’s options, resulting in the issuance of 435,833 shares of Apollomics Class A Common Stock, which upon the closing of the Business Combination, were canceled and exchanged for the right to receive 0.071679 shares of Apollomics Class A Ordinary Shares per share of Apollomics Class A Common Stock, which resulted in the issuance of 31,240 shares of Apollomics Class A Ordinary Shares. In addition, each outstanding option to purchase a Pre-Closing Apollomics Ordinary Share, whether vested or unvested, immediately prior to the Merger, was also adjusted such that each option (i) has the right to acquire a number of Apollomics Class B Ordinary Shares equal to (as rounded down to the nearest whole number) the product of (A) the number of Pre-Closing Apollomics Ordinary Shares which the option had the right to acquire immediately prior to the Share Split, multiplied by (B) the Exchange Ratio; and (ii) have an exercise price equal to (as rounded up to the nearest whole cent) the quotient of (A) the exercise price of the option immediately prior to the Share Split, divided by (B) the Exchange Ratio.

The net proceeds from the PIPE Financing and Business Combination, totaled $20.2 million.

APOLLOMICS INC.

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

The following table presents the total Apollomics ordinary shares outstanding immediately after the closing of the Business Combination:


	Number of Shares
Exchange of Maxpro Class A Common Stock for post-closing Apollomics Class A Ordinary Shares		490,025
Exchange of Maxpro Class B Common Stock for post-closing Apollomics Class A Ordinary Shares		2,587,500
Exchange of Maxpro Class A Common Stock subject to possible redemption that was not redeemed for post-closing Apollomics Class A Ordinary Shares		79,940
Issuance of post-closing Apollomics Class A Ordinary Shares to Maxpro Sponsor in connection with conversion of a convertible promissory note		155,250
Subtotal - Business Combination, net of redemptions		3,312,715
Issuance of post-closing Apollomics Class B Ordinary Shares to PIPE Investors		230,000
Conversion of pre-closing Apollomics convertible preferred shares (converted into pre-closing Apollomics Ordinary Shares prior to the Business Combination) into Post-Closing Apollomics Ordinary Shares		54,420,956
Issuance of Post-Closing Apollomics Ordinary Shares in connection with the Business Combination due to exercise of pre-closing Apollomics share options prior to the Business Combination		31,240
Total - Post-Closing Apollomics Ordinary Shares outstanding as a result of Business Combination, PIPE Financing, conversion of pre-closing Apollomics convertible preferred shares into Post-Closing Apollomics Ordinary Shares, and issuance of shares upon Closing due to pre-Closing exercise of share options (note i)		57,994,911

Note i: In addition to the 57,994,911 shares specified above, the following shares were included in the total 89,495,790 Post-Closing Apollomics Ordinary Shares outstanding as of December 31, 2023 on the consolidated statement of changes in shareholders’ deficit: (1) 28,800,926 Post-Closing Apollomics Ordinary Shares were outstanding as a result of the exchange of all Pre-Closing Apollomics Ordinary Shares outstanding as of December 31, 2022 at the Exchange Ratio, (2) 2,668,750 Post-Closing Apollomics Ordinary Shares were outstanding as a result of the conversion of Post-Closing Apollomics Series A Preferred Shares into Post-Closing Apollomics Class A Ordinary Shares in May 2023 at a conversion ratio of 1 to 1.25, and (3) 16,202 Post-Closing Apollomics Ordinary Shares were outstanding as a result of the exercise of share options in April 2023, and 15,000 Ordinary Shares as a result of the exercise of share options in November 2023.

As Maxpro did not meet the definition of a business in accordance with IFRS 3 (“Business Combinations”), the transaction was accounted for within the scope of IFRS 2 (“Share-based Payment”) as a share-based payment transaction in exchange for a public listing service. As such, the fair value of Apollomics shares transferred to Maxpro stockholders in excess of the net identifiable assets of Maxpro represents compensation for the service of a stock exchange listing for its shares and is accounted for as an expense in post-closing Apollomics at the consummation of the Business Combination. The net identifiable assets of Maxpro were stated at historical cost, with no goodwill or other intangible assets recorded. Apollomics was deemed to be both the legal and accounting acquirer given that subsequent to the Business Combination:

•

Apollomics’ shareholders have a majority of the voting power of post-closing Apollomics;

•

Apollomics’ operations comprise all of the ongoing operations of post-closing Apollomics;

•

Apollomics controls a majority of the governing body of post-closing Apollomics;

•

Apollomics’ senior management comprise all of the senior management of post-closing Apollomics.

Under IFRS 2, Apollomics recorded a one-time share-based expense of $45.5 million at the closing of the Business Combination that was calculated based on the excess of the fair value of Apollomics over the fair value of the identifiable net assets of Maxpro that were acquired. The amount of Maxpro’s identifiable net assets acquired at Closing were as follows:


	Fair Value (in thousands)
Cash and cash equivalents	$	954
Notes payable – sponsor		(1,999	)
Accrued liabilities		(1,056	)
Deferred underwriting compensation		(3,623	)
Total Maxpro identifiable net liabilities at fair value	$	(5,724	)

APOLLOMICS INC.

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

The net assets of Maxpro are stated at fair value with no goodwill or other intangible assets recorded. The IFRS 2 listing expense was calculated as follows:


	Per Share Value		Shares			Fair Value
	(at March 29, 2023)		(in thousands)			(in thousands)
Maxpro public stockholders	$	10.81		10,350		$	111,884
Sponsor parties		10.81		3,207			34,668
Underwriter shares		10.81		26			281
Maxpro private warrants		0.12		619			74
Maxpro public warrants		0.12		10,350			1,242
Redemptions of Maxpro Class A Common Stock		10.55		(10,270	)		(108,349	)
				14,282			39,800
Net liabilities of Maxpro							(5,724	)
IFRS 2 Listing Expense						$	45,524

REVENUE AND SEGMENT INFORMATION

Revenue

The Group has not generated any revenue throughout the six months ended June 30, 2023 and 2024, respectively.

Segment information

Operating segments are defined as components of an entity for which separate financial information is made available and is regularly evaluated by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The Company’s CODM is its Chief Executive Officer (“CEO”), and operations are managed as a single segment for the purposes of assessing performance and making operating decisions. The CODM reviews the consolidated results when making decisions about allocating resources and assessing performance of the Group as a whole and hence, the Group has only one operating and reportable segment and no further analysis of this single segment is presented.

OTHER INCOME


	For the six months ended June 30,
	2024		2023
(In thousands)
Interest income	$	167	$	373
Other income (note i)		1,570		28
	$	1,737	$	401

Note i: The Company recognized $1.0 million of other income related to a license agreement that the Company determined in the current year to no longer provide negotiation rights to the licensee, and $0.5 million of income for a liability that was extinguished in the current year.

FOREIGN EXCHANGE GAINS AND LOSSES


	For the six months ended June 30,
	2024			2023
(In thousands)
Foreign exchange loss, net	$	(2	)	$	(2,104	)

The Company primarily operates in the U.S., People’s Republic of China (“PRC”), and Australia, with most of the transactions settled in the U.S. dollar. The Company’s presentation and functional currency is the U.S. dollar. Certain bank balances, deposits and other payables are denominated in Renminbi and Australian dollar, which exposes the Company to foreign currency risk.

The Company incurs portions of its expenses in currencies other than the U.S. dollar, in particular, the Renminbi and Australian dollar. As a result, the Company is exposed to foreign currency exchange risk as our results of operations and cash flows are subject to fluctuations in foreign currency exchange rates. The Company has not entered into any derivative contracts to hedge against its exposure to currency risk during the six months ended June 30, 2023 or 2024. However, management monitors foreign exchange exposure and will consider hedging significant foreign currency exposure should the need arise.

APOLLOMICS INC.

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

loss for the period


	For the six months ended June 30,
	2024		2023
(In thousands)
Loss for the period has been arrived at after charging:
Staff costs:
Salaries and other allowances	$	4,748	$	5,092
Retirement benefits scheme contributions		218		374
Share-based payment expenses		8,224		5,282
Total staff costs		13,190		10,748
Depreciation of plant and equipment		25		49
Depreciation of right-of-use assets		164		297
Amortization of intangible assets		10		11
Other expense (note i)		90		47,457

Note i: For the six months ended June 30, 2023, other expense includes those incurred in connection with the Business Combination. Refer to Note 5 – Business Combination for further information.

10.

DIVIDENDS

No dividend was declared or paid by the Company during the six months ended June 30, 2023 and 2024, nor has any dividend been proposed since the period ended June 30, 2024.

11.

LOSS PER SHARE

The calculations of the basic and diluted loss per share are based on the following data:


	For the six months ended June 30,
	2024			2023
(In thousands, except per share data)
Loss:
Loss for the period attributable to owners of the Company for the purpose of calculating basic loss per share	$	(35,206	)	$	(150,694	)

Number of shares:
Weighted average number of Ordinary Shares for the purpose of calculating basic and diluted loss per share		93,740			59,000

Loss per Ordinary Shares Outstanding – Basic and Diluted	$	(0.38	)	$	(2.55	)
Weighted average number of Ordinary Shares outstanding – Basic and Diluted		93,740			59,000

The diluted loss per share for the six months ended June 30, 2023 and 2024 does not include the effect of the following instruments held as of June 30, 2023 and 2024 as their inclusion would be anti-dilutive:


	As of June 30,
(In thousands)	2024		2023
Unvested restricted shares		364	—
Share options		24,167		12,709
Apollomics Private Warrants		619		619
Apollomics Public Warrants		10,350		10,350
Penny Warrants		58		58

12.

PLANT AND EQUIPMENT

The Group acquired $6 thousand and $24 thousand of equipment during the six months ended June 30, 2023 and 2024, respectively.

APOLLOMICS INC.

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

13.

RIGHT-OF-USE ASSETS

Lease agreements are entered into for fixed lease terms of 12 to 60 months, without extension and termination options. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. In determining the lease term and assessing the length of the non-cancellable period, the Group applies the definition of a contract and determines the period for which the contract is enforceable. The Group recognized no right-of-use assets or lease liabilities during the six months ended June 30, 2023, respectively, and recognized right-of-use assets of $0.9 million and lease liabilities of $0.9 million during the six months ended June 30, 2024.

14.

INTANGIBLE ASSETS

Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortization and accumulated impairment losses, if any. Amortization for intangible assets with finite useful lives is recognized on a straight-line basis over their estimated useful lives. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets not yet available for use that are acquired separately are carried at cost less any subsequent accumulated impairment losses.

On May 6, 2024, GlycoMimetics, our licensor of uproleselan in China, announced negative results from its pivotal Phase 3 study of uproleselan in relapsed or refractory acute myeloid leukemia. We have been conducting a Phase 3 bridging study of uproleselan in China for the same indication. We believe that positive results from the GlycoMimetics global study was necessary for approval of uproleselan in China for this indication. Therefore, as a result of these negative Phase 3 results from GlycoMimetics, the Company determined the recoverable amount was lower than the carrying value of the intangible asset and recorded an impairment loss of $10.0 million to write down the full value of our intangible asset for this program.

As of December 31, 2023, the Company’s intangibles had a total cost of $14.9 million and accumulated amortization of $0.1 million, for a net book value totaling $14.8 million. As of June 30, 2024, the Company’s intangibles had a total cost of $4.8 million and accumulated amortization of $0.1 million, for a net book value totaling $4.7 million.

15.

DEPOSITS, PREPAYMENTS AND DEFERRED EXPENSES


	As of June 30, 2024		As of December 31, 2023
(In thousands)
Other prepayments	$	1,569	$	1,073
Prepaid taxes		313		312
Value-Added Tax recoverable		351		466
Deposits	—			7
Payment in advance to suppliers		250		250
	$	2,483	$	2,108

16.

FINANCIAL ASSETS AT FVTPL

The financial assets at FVTPL represents investment in a market fund in the United States, which solely holds investments in U.S. treasury bonds. Details of fair value measurement are set out in Note 22. As of June 30, 2024, the Company did not have any financial assets at FVTPL.

17.

CASH AND CASH EQUIVALENTS

Bank balances earned interest at interest rates ranging from 0% to 5.1% per annum for the six months ended June 30, 2023 and 2024.

Cash and cash equivalents presented on the consolidated statements of financial position include:

(a) cash, which comprises of cash on hand and demand deposits; and

(b) cash equivalents, which comprises of short-term (generally with original maturity of three months or less), highly liquid investments that are readily convertible to a known amount of cash and which are subject to an insignificant

APOLLOMICS INC.

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

risk of changes in value. Cash equivalents are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes.

For the purposes of the consolidated statements of cash flows, cash and cash equivalents consist of cash and cash equivalents as defined above.

18.

OTHER PAYABLES AND ACCRUALS


	As of June 30, 2024		As of December 31, 2023
(In thousands)
Payables in respect of research and development expenses	$	3,066	$	4,471
Accrued salaries and bonuses		1,603		2,166
Accrued other expenses		4,208		1,025
Deposit received for a potential out-licensing drug patent (note i)	—