UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Apollomics Inc.
(Name of Issuer)
Class A ordinary shares, par value $0.0001 per share
(Title of Class of Securities)
G0411D107
(CUSIP Number)
May 8, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☒ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. G0411D107 | Schedule 13G | Page 2 of 6 |
| (1) |
NAMES OF REPORTING PERSON
Maxpro Investment Co., Ltd |
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: |
| (a) ☐ | |
| (b) ☐ | |
| (3) | SEC USE ONLY |
| (4) |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(5) | SOLE VOTING POWER |
| 10,507,040 (1) | ||
| (6) | SHARED VOTING POWER | |
| 0 | ||
| (7) | SOLE DISPOSITIVE POWER | |
| 10,507,040 (1) | ||
| (8) | SHARED DISPOSITIVE POWER | |
| 0 |
| (9) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 10,507,040 (1) | |
| (10) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| (11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| 9.64% (2) | |
| (12) | TYPE OF REPORTING PERSON |
| FI |
| (1) | Maxpro Investment Co., Ltd may be deemed to beneficially own 10,507,040 Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”) of Apollomics Inc. (the “Issuer”), consisting of (i) 10,124,645 Class A Ordinary Shares and (ii) 382,395 Class A Ordinary Shares issuable upon exercise of warrants exercisable within 60 days of the date of this filing. |
| (2) | On April 24, 2024, the Issuer had 89,495,790 Class A Ordinary Shares issued and outstanding, as reported in the Issuer’s Rule 424(b)(3) Prospectus, filed with the Securities and Exchange Commission (the “SEC”) on April 24, 2024. On May 8, 2024, the Issuer issued 19,166,666 Class A Ordinary Shares in a private placement with certain accredited investors. Calculations are based on a total of 108,662,456 Class A Shares issued and outstanding as of the date of this filing. |
| CUSIP No. G0411D107 | Schedule 13G | Page 3 of 6 |
Item 1(a). Name of Issuer:
Apollomics Inc. (the “Issuer”)
Item 1(b). Address of Issuer’s Principal Executive Offices:
989 E. Hillsdale Blvd., Suite 220,
Foster City, CA 94404
Item 2(a). Name of Person Filing:
Maxpro Investment Co., Ltd (the “Reporting Person”)
Item 2(b). Address of Principal Business Office or, if None, Residence:
5F-4, No.89, Songren Rd., Xinyi District., Taipei City, Taiwan 11073
Item 2(c). Citizenship:
Cayman Islands
Item 2(d). Title of Class of Securities:
Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”)
Item 2(e). CUSIP Number:
G0411D107
Item 3. If this statement is filed pursuant to 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
| (a) | ☐ | Broker or dealer registered under Section 15 of the Exchange Act; |
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Exchange Act; |
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Exchange Act; |
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act; |
| (e) | ☐ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(ii)(F); |
| (g) | ☐ | A parent holding company or control person in accordance Rule 13d-1(b)(1)(ii)(G); |
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;. |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; |
| (j) | ☒ | A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); |
| (k) | ☐ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ______ |
| CUSIP No. G0411D107 | Schedule 13G | Page 4 of 6 |
Item 4. Ownership:
Information with respect to the beneficial ownership of securities of the Reporting Person, is incorporated by reference to items (5) - (9) and (11) of the cover page for the Reporting Person.
As reported in the cover page to this report, the ownership information with respect to the Reporting Person is as follows:
| (a) | Amount Beneficially Owned: See line 9 of page 2. |
| (b) | Percent of Class: See line 11 of page 2. |
| (c) | Number of Shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: See line 5 of page 2. |
| (ii) | Shared power to vote or to direct the vote: See line 6 of page 2. |
| (iii) | Sole power to dispose or to direct the disposition of: See line 7 of page 2. |
| (iv) | Shared power to dispose or to direct the disposition of: See line 8 of page 2. |
As of the date of this filing, the Reporting Person may be deemed to beneficially own 10,507,040 Class A ordinary Class A Ordinary Shares, consisting of (i) 10,124,645 Class A Ordinary Shares and (ii) 382,395 Class A Ordinary Shares issuable upon exercise of warrants exercisable within 60 days of the date of this filing, constituting approximately 9.64% of the issued and outstanding Class A Ordinary Shares of the Issuer (the “Shares”).
The filing of this Schedule 13G shall not be construed as an admission that the Reporting Person, or any of its subsidiaries or affiliates, is or are the beneficial owners of the Shares for any other purpose than Section 13(d) and 13(g) of the Act, as amended.
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person:
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:
Not Applicable.
Item 8. Identification and Classification of Members of the Group:
Not Applicable.
Item 9. Notice of Dissolution of Group:
Not Applicable.
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Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to an investment company is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete, and correct.
Date: May 20, 2024
| /s/ Yi Kuei Chen | ||
| Name: | Yi Kuei Chen | |
| Title: | Director | |