Apollomics Inc - Ordinary Shares Form 4 Maxpro Capital Acquisition / Song Yung-Fong ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Yung-Fong Song

(Last) (First) (Middle)

5/F-4, NO. 89, SONGREN ROAD

XINYI DISTRICT

(Street)

TAIPEI CITY F5 11073

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Maxpro Capital Acquisition Corp. [ JMAC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chief Strategy Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/29/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/29/2023		C		2,482,500	A	(1)	2,482,500	I	See footnote(5)
Class A Common Stock	03/29/2023		D		2,482,500	D	(2)	0(2)	I	See footnote(5)
Class A Common Stock	03/29/2023		C		15,000	A	(1)	15,000	D
Class A Common Stock	03/29/2023		D		15,000	D	(2)	0(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	03/29/2023		C			2,482,500	(1)	(1)	Class A Common Stock	2,482,500	(1)	0	I	See footnote(5)
Class B Common Stock	(1)	03/29/2023		C			15,000	(1)	(1)	Class A Common Stock	15,000	(1)	0	D
Private Placement Units	(3)	03/29/2023		D			464,150(6)	(3)	(3)	Class A Ordinary Shares	464,150	(4)	0(4)	I	See footnote(6)

Explanation of Responses:

1. Pursuant to the Business Combination Agreement, dated September 14, 2022, as amended, by and among the Issuer, 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"), on March 29, 2023 Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly-owned subsidiary of Apollomics (the "Business Combination"). As a result of the Business Combination, each share of Class B common stock of the Issuer was automatically converted into one share of Class A common stock of the Issuer.

2. As a result of the Business Combination, each issued and outstanding share of Class A common stock of the Issuer was exchanged for one Class A ordinary share of Apollomics.

3. Each Private Placement Unit consists of one share of share of Class A common stock of the Issuer and one warrant, each warrant is exercisable to purchase one share of Class A common stock of the Issuer at an exercise price of $11.50 per share. As described in the Issuer's Registration Statement on Form S-1 (File No. 333- 258091) filed with the Securities and Exchange Commission on July 22, 2021 (the "Registration Statement"), the Private Placement Units are identical to the units sold in connection with the Issuer's initial public offering ("IPO"), except that the Private Placement Units, so long as they are held by the MP One Investment LLC (the "Sponsor") or its permitted transferees, (a) will not be transferable, assignable or saleable until 30 days after the consummation of our initial business combination except to permitted transferees and (b) will be entitled to registration rights.

4. The Sponsor disposed of all Private Placement Units upon the consummation of the Issuer's Business Combination, which were automatically separated and exchanged into one Class A ordinary share of Apollomics and one warrant exercisable for one Class A ordinary share of Apollomics.

5. The 2,482,500 shares are held by the Sponsor. The Sponsor is controlled by Chen, Hong - Jung (Moses), Maxpro's Chairman and Chief Executive Officer, and Song, Yung-Fong (Ron), Maxpro's Chief Strategy Officer. By virtue of this relationship, Chen, Hong - Jung (Moses) and Song, Yung-Fong (Ron) may be deemed to share beneficial ownership of the securities held of record by the Sponsor. Chen, Hong - Jung (Moses) and Song, Yung-Fong (Ron) each disclaims any such beneficial ownership except to the extent of his pecuniary interest.

6. The 464,150 Private Placement Units are held by the Sponsor. The Sponsor is controlled by Chen, Hong - Jung (Moses), Maxpro's Chairman and Chief Executive Officer, and Song, Yung-Fong (Ron), Maxpro's Chief Strategy Officer. By virtue of this relationship, Chen, Hong - Jung (Moses) and Song, Yung-Fong (Ron) may be deemed to share beneficial ownership of the securities held of record by the Sponsor. Chen, Hong - Jung (Moses) and Song, Yung-Fong (Ron) each disclaims any such beneficial ownership except to the extent of his pecuniary interest.

	/s/ Song, Yung-Fong (Ron), by Nelson Mullins Riley & Scarborough with Power of Attorney	03/29/2023
	** Signature of Reporting Person	Date
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