Item 1.01 Entry Into a Material Definitive
Agreement.
Business Combination Agreement
On September 14, 2022, Maxpro
Capital Acquisition Corp. (“Maxpro”), a Delaware corporation, entered into a Business Combination Agreement (the “Business
Combination Agreement”) by and among Maxpro, Apollomics Inc., a Cayman Islands exempted company (“Apollomics”), and
Project Max SPAC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Apollomics (“Merger Sub”). The
transactions contemplated by the Business Combination Agreement are hereinafter referred to as the “Business Combination.”
Apollomics is an innovative clinical-stage biopharmaceutical company
focused on the discovery and development of oncology therapies with the potential to be combined with other treatment options to harness
the immune system and target specific molecular pathways to inhibit cancer. Apollomics currently has a pipeline of nine drug candidates
across multiple programs, six of which are currently in the clinical stage of development. Apollomics’ lead programs include investigating
its core product, APL-101, a potent, selective c-Met inhibitor for the treatment of non-small cell lung cancer and other advanced tumors
with c-Met alterations, which is currently conducting a phase 2 multicohort clinical trial in the United States, and developing an anti-cancer
enhancer drug candidate APL-106, a specific E-Selectin antagonist that has the potential to be used adjunctively with standard chemotherapy
to treat acute myeloid leukemia and other hematologic cancers, which is currently conducting phase 3 clinical trials in China.
Apollomics Share Conversion and Share Split
Immediately prior to the Closing,
(i) each Apollomics preferred share, par value $0.0001 per share (each, an “Apollomics Preferred Share”), will be converted
into one Apollomics ordinary share, par value $0.0001 per share (each, an “Apollomics Ordinary Share”), in accordance with
Apollomics’ organizational documents (the “Pre-Closing Conversion”) and (ii) immediately following the Pre-Closing
Conversion but prior to the Closing, each Apollomics Ordinary Share that is issued and outstanding will be converted into a number of
Apollomics ordinary shares designated as Class B ordinary shares in Apollomics’ organizational documents, par value $0.0001
per Class B share (each, a “Post-Closing Apollomics Class B Ordinary Share”), equal to the Exchange Ratio (as described
below) (the “Share Split”). Post-Closing Apollomics Class B Ordinary Shares have the same rights as, and rank equally
with, Post-Closing Apollomics Class A Ordinary Shares (as defined below) except that Post-Closing Apollomics Class B Ordinary
Shares are subject to a 6-month transfer restriction following the Closing.
Each Apollomics option will
also be adjusted such that each option will (i) have the right to acquire a number of Post-Closing Apollomics Class B Ordinary
Shares equal to (as rounded down to the nearest whole number) the product of (A) the number of 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 “Exchange Ratio”
is equal to 89.9 million Apollomics Ordinary Shares divided by the aggregate number of fully-diluted Apollomics shares (as further
described in the Business Combination Agreement) immediately prior to the Share Split.
The Merger
The Business Combination Agreement
provides that, among other things and upon the terms and subject to the conditions thereof, on the date of the closing of the Business
Combination (the “Closing”), Merger Sub will merge with and into Maxpro, with Maxpro continuing as the surviving company (the
“Merger”), as a result of which Maxpro will become a wholly-owned subsidiary of Apollomics.
Merger Consideration
Upon the Closing, (i) each
then issued and outstanding share of Maxpro’s Class B common stock, par value $0.0001 per share (each, a “Founder Share”),
will be converted into one share of Maxpro’s Class A common stock, par value $0.0001 per share (“Maxpro Class A
Common Stock”), and (ii) then each share of Maxpro Class A Common Stock that is issued and outstanding and has not been
redeemed will be converted into the right to receive one Apollomics ordinary share designated as Class A ordinary share in Apollomics’
organizational documents, par value $0.0001 per Class A share (each, a “Post-Closing Apollomics Class A Ordinary Share”,
and together with Post-Closing Apollomics Class B Ordinary Shares, “Post-Closing Apollomics Ordinary Shares”).
Each outstanding warrant to
purchase Maxpro Class A Common Stock (each, a “Maxpro Warrant”) will become a warrant of Apollomics to purchase Post-Closing
Apollomics Class A Ordinary Shares, with each such warrant exercisable for the number of Post-Closing Apollomics Class A Ordinary
Shares the holder of such Maxpro Warrant would have received in the Business Combination if it exercised such Maxpro Warrant immediately
prior to the Business Combination.
Conditions to Closing
The Closing is subject to
certain customary conditions, including, among other things, (i) approval by Maxpro’s stockholders of the Business Combination
Agreement, (ii) approval by Apollomics’ shareholders of the Business Combination Agreement, (iii) the effectiveness of
a registration statement on Form F-4 (the “Registration Statement”) to be filed by Apollomics relating to the Business
Combination, which will contain a proxy statement of Maxpro in connection with its solicitation for proxies for the vote by Maxpro’s
stockholders in connection with the Business Combination and other matters as described in the Registration Statement, (iv) the approval
for listing on Nasdaq of the Apollomics Class A Ordinary Shares to be issued in the Business Combination, (v) Maxpro having
at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)), (vi) the accuracy of each party’s representations and warranties,
except generally as would not have a Material Adverse Effect and in the case of certain fundamental representations, in all material respects,
(vii) compliance by each party with pre-closing covenants in all material respects, (viii) the absence of any legal restraints
or injunctions enjoining or prohibiting the consummation of the Business Combination and (ix) the receipt, expiration or termination
of applicable government approvals and antitrust waiting periods.
Apollomics’ obligations
under the Business Combination Agreement are also subject to the condition that, as of immediately prior to the Closing, the amount of
cash available from (x) Maxpro’s trust account, after deducting any amounts required to satisfy Maxpro’s obligations
to its stockholders that exercise their rights to redeem their shares of Maxpro Class A Common Stock pursuant to Maxpro’s second
amended and restated certificate of incorporation (but prior to the payment of any expenses relating to the Business Combination) and
(y) the aggregate proceeds from any PIPE Financing, is equal to at least $20,000,000 (the “Minimum Cash Condition”).
Covenants, Representations and Warranties
The parties to the Business
Combination Agreement have made covenants that are customary for transactions of this nature, including, among others, obligations on
(i) the parties to conduct, as applicable, their respective businesses in the ordinary course and consistent with past practice through
the Closing, (ii) the parties to not initiate any negotiations or enter into any agreements for certain alternative transactions,
(iii) Apollomics to prepare and deliver to Maxpro certain audited consolidated financial statements of Apollomics, (iv) Apollomics
and Maxpro to jointly prepare the Registration Statement, and Apollomics to file the Registration Statement, and Maxpro to take certain
other actions for Maxpro to obtain the requisite approval of Maxpro stockholders of certain proposals regarding the Business Combination,
(v) Maxpro to exercise its right to extend by three (3) months its deadline to complete its initial business combination no
later than October 13, 2022, and if the Closing is not consummated by January 12, 2023, Maxpro to exercise its right to extend
the deadline by another three (3) months and (vi) Maxpro and Apollomics to use their reasonable best efforts to obtain up to
$25,000,000 of additional equity financing for Apollomics through the sale of Apollomics Ordinary Shares in a private placement transaction
(the “PIPE Financing”). There can be no assurance that Maxpro or Apollomics will be able to arrange the PIPE Financing.
The parties to the Business
Combination Agreement have made representations and warranties that are customary for transactions of this nature. The representations
and warranties of the respective parties to the Business Combination Agreement generally will not survive the Closing.
Termination
The Business Combination
Agreement may be terminated by either Apollomics or Maxpro under certain circumstances, including, among others, (i) by written
consent of both Maxpro and Apollomics, (ii) by either Apollomics or Maxpro if the Closing has not occurred by the earlier of
June 14, 2023 and the then applicable deadline for Maxpro to complete its initial business combination in accordance
with its second amended and restated certificate of incorporation, (iii) by either Apollomics or Maxpro if the Business
Combination is permanently enjoined, prohibited or prevented by the terms of a final, non-appealable governmental order,
(iv) by either Apollomics or Maxpro if the other party has materially breached their respective representations or covenants
under the Business Combination Agreement and has not timely cured such breach, (v) by Maxpro if there is a Material Adverse
Effect (as defined in the Business Combination Agreement) on Apollomics and the Material Adverse Effect has not been timely cured,
and (vi) by either Apollomics or Maxpro if Maxpro has held a stockholder meeting to approve the Business Combination and
approval of the Business Combination has not been obtained by the requisite number of stockholders of Maxpro.
Following the termination
of the Business Combination Agreement, there shall be no liability on the part of any party except for certain provisions that survive
the termination.
Timeframes for Filing
and Closing
Apollomics
expects to file the Registration Statement as promptly as possible following receipt by Maxpro of Apollomics’ audited financial
statements for the years ended December 31, 2021 and 2020. The Closing is expected to occur in the first quarter of 2023, following
the fulfillment of the closing conditions set forth in the Business Combination Agreement.
The foregoing description
of the Business Combination Agreement and the Business Combination does not purport to be complete and is qualified in its entirety by
the terms and conditions of the Business Combination Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated
herein by reference. The Business Combination Agreement contains representations, warranties and covenants that the parties to the Business
Combination Agreement made to each other as of the date of the Business Combination Agreement or other specific dates. The assertions
embodied in those representations, warranties and covenants were made for purposes of the contract among the parties and are subject to
important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement. The
Business Combination Agreement has been attached to provide investors with information regarding its terms and is not intended to provide
any other factual information about Maxpro, Apollomics or any other party to the Business Combination Agreement. In particular, the representations,
warranties, covenants and agreements contained in the Business Combination Agreement, which were made only for purposes of the Business
Combination Agreement and as of specific dates, were solely for the benefit of the parties to the Business Combination Agreement (other
than as expressly provided for in the Business Combination Agreement), may be subject to limitations agreed upon by the contracting parties
(including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the
Business Combination Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable
to the contracting parties that differ from those applicable to investors and reports and documents filed with the U.S. Securities and
Exchange Commission (the “SEC”). Investors should not rely on the representations, warranties, covenants or agreements, or
any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Business Combination Agreement.
In addition, the representations, warranties, covenants and agreements and other terms of the Business Combination Agreement may be subject
to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations and warranties and other
terms may change after the date of the Business Combination Agreement, which subsequent information may or may not be fully reflected
in Maxpro’s or Apollomics’ public disclosures.
Sponsor Support Agreement
On September
14, 2022, concurrently with the execution of the Business Combination Agreement, Maxpro also entered into a
Sponsor Support Agreement (the “Sponsor Support Agreement”) with Apollomics, MP One Investment LLC, a Delaware limited
liability company (the “Sponsor”), and the directors and officers of Maxpro (the “Insiders” and together
with the Sponsor, the “Sponsor Parties” and individually, a “Sponsor Party”), pursuant to which, among other
things, the Sponsor Parties will agree to vote any of the shares of Maxpro Common Stock held by them in favor of the Business
Combination and to comply with their obligations under the Letter Agreement that the Sponsor Parties entered into with Maxpro on
October 7, 2021 in connection with the consummation of Maxpro’s initial public offering, including the obligation to not
redeem any such shares at the special meeting of stockholders to be held in connection with the Business Combination.
In addition, each of the Sponsor
Parties agreed not to transfer any of its shares of Maxpro Common Stock or Maxpro Warrants without the prior written consent of Apollomics,
until the earliest of (i) the Closing, (ii) the termination of the Business Combination Agreement and (iii) the liquidation
of Maxpro.
Furthermore, each Sponsor
Party agreed to forfeit such number of Founder Shares that it owns as of immediately before the Closing, that would be necessary so that,
immediately after giving effect to the Merger and any PIPE Financing, the Sponsor Parties collectively own a number of Post-Closing Apollomics
Ordinary Shares equal to 2.75% of the sum of (i) the Post-Closing Apollomics Ordinary Shares that are issued pursuant to the Merger,
(ii) the Post-Closing Apollomics Ordinary Shares issued and outstanding immediately after the Share Split, (iii) the Post-Closing
Apollomics Ordinary Shares exercisable on a “gross” basis from the vested Apollomics options issued and outstanding immediately
after the Share Split and (iv) the Apollomics Ordinary Shares and/or Apollomics Preferred Shares, if any, issued pursuant to private
placement financing arranged by Maxpro.
The foregoing description of the Sponsor Support
Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Sponsor Support Agreement,
a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Apollomics Shareholder Voting Agreement
On September 14,
2022, concurrently with the execution of the Business Combination Agreement, Maxpro, Apollomics and certain shareholders of Apollomics
(the “Apollomics Shareholders”) entered into a Company Shareholder Voting Agreement (the “Apollomics Shareholder Voting
Agreement”), pursuant to which the Apollomics Shareholders agreed, among other things, to vote any of the shares of Apollomics held
by them in favor of the Business Combination.
The foregoing description
of the Apollomics Shareholder Voting Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions
of the Apollomics Shareholder Voting Agreement, a copy of which is filed as Exhibit 10.2 hereto and is incorporated by reference
herein.
Lock-Up Agreement
On September 14, 2022, concurrently
with the execution of the Business Combination Agreement, Apollomics and each of the Sponsor Parties entered into a lock-up agreement
(the “Lock-Up Agreement”) with respect to Apollomics Ordinary Shares held by the Sponsor Parties immediately following the
Closing (the “Lock-Up Shares”), pursuant to which, each Sponsor Party agreed not transfer any Lock-Up Shares for a period
of six (6) months after the Closing, on the terms and subject to the conditions set forth in the Lock-Up Agreement. The Lock-up Agreement
will become effective only at the Closing. Each holder of Apollomics Ordinary Shares immediately prior to the Closing will receive Post-Closing
Apollomics Class B Ordinary Shares, which are subject to a six-month lock-up on the same terms as the Lock-Up Agreement.
The foregoing description
of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Lock-Up Agreement,
a copy of which is filed as Exhibit 10.3 hereto and is incorporated by reference herein.
Registration Rights Agreement
The Business Combination Agreement
contemplates that, at the Closing, Apollomics, Maxpro, the Sponsor, the Sponsor Parties and certain Apollomics Shareholders will enter
into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which Apollomics will be obligated
to file a registration statement to register the resale, pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities
Act”), of certain securities of Apollomics held by the parties to the Registration Rights Agreement, and providing for the right
to three demand registrations for the Sponsor Parties, three demand registrations for the Apollomics Shareholders, and unlimited piggy-back
registrations with respect to the Apollomics Ordinary Shares held by the Sponsor Parties and the Apollomics Shareholders and their permitted
successors and assignees.
The foregoing description
of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the
Registration Rights Agreement, a form of which is filed as Exhibit 10.4 hereto and is incorporated by reference herein.