Apollomics Inc. Form 20-F Summary
Business context and reporting period
Apollomics Inc. filed a shell company report on Form 20-F relating to the completion of its business combination with Maxpro Capital Acquisition Corp. on March 29, 2023. The filing is not an annual report and does not identify a fiscal-year reporting period. Apollomics is a Cayman Islands exempted company developing oncology therapies through subsidiaries in the United States, Australia, Hong Kong and mainland China.
- Class A ordinary shares trade on Nasdaq under APLM; warrants trade under APLMW.
- As of March 31, 2023, 6,412,705 Class A ordinary shares and 80,383,133 Class B ordinary shares were outstanding.
- The company stated that it had no products approved for commercial sale.
- The filing incorporates substantial business, risk and financial information by reference to the related proxy statement/prospectus.
Financial metrics and capitalization
| Metric | Reported value |
|---|---|
| Pro forma cash and cash equivalents as of June 30, 2022 | $61.696 million |
| Pro forma total equity and total capitalization as of June 30, 2022 | $95.524 million |
| Pro forma accumulated loss as of June 30, 2022 | $281.672 million |
| Pro forma share premium as of June 30, 2022 | $308.531 million |
| Debt | The filing text does not provide a clear pro forma debt value. |
| Revenue, net income, operating expenses, cash flow and margins | The filing text does not provide clear current-period values; related financial information is incorporated by reference. |
The June 30, 2022 capitalization table was unaudited and pro forma for the business combination and PIPE financing. Apollomics reported significant historical losses and expects significant losses for the foreseeable future.
Material changes versus the prior comparable period
- On March 29, 2023, Merger Sub merged with Maxpro, making Maxpro a wholly owned subsidiary of Apollomics.
- Maxpro shares were exchanged for Apollomics Class A ordinary shares, and Maxpro warrants were assumed by Apollomics.
- Existing Apollomics preferred shares converted into ordinary shares, followed by a share split that created Class B ordinary shares.
- A PIPE financing closed immediately before the business combination, consisting of 230,000 Class B ordinary shares and 2,135,000 Series A preferred shares at $10 per security, generating gross proceeds of $23.650 million.
- The Series A preferred shares are initially convertible into Class A ordinary shares at a 1:1.25 ratio.
- There were 10,969,400 Apollomics warrants outstanding after the business combination, generally exercisable at $11.50 per share.
Guidance, outlook, risks and unusual items
- No quantitative financial guidance is provided in the filing.
- Management expects continued substantial losses and requires substantial additional capital to fund operations and development programs.
- Failure to raise capital could require the company to delay, reduce or eliminate development programs or commercialization efforts.
- Key operating risks include clinical-trial failure, inability to obtain regulatory approvals, dependence on third-party licensed drug candidates and intellectual property, competition, litigation, changes in U.S. or Chinese regulation, and loss of Nasdaq listing.
- The company has no commercially approved products, so future revenue and profitability depend on successful development, approval and commercialization of product candidates.
- Class B shares and Series A preferred shares are subject to six-month transfer restrictions. Class B shares are expected to convert into Class A shares on a one-for-one basis after six months; Series A preferred shares automatically convert after five years if not otherwise converted.
- The company has not paid dividends, and no dividend policy had been established as of the filing.
- The report includes unaudited pro forma combined financial statements; audited Apollomics and Maxpro financial statements are incorporated by reference rather than reproduced in the filing text provided.
Investor verification items
- Verify the audited historical revenue, net loss, operating expenses, cash flows, cash balance, debt and liquidity runway in the incorporated proxy statement/prospectus.
- Reconcile the March 31, 2023 share counts with the pro forma capitalization table and all outstanding warrants, options and preferred-share conversion rights.
- Assess dilution from the 2,135,000 Series A preferred shares, 10,969,400 warrants, Penny Warrants and equity incentive awards.
- Review the company’s expected financing needs, going-concern disclosures and plans for additional capital.
- Evaluate clinical, regulatory and intellectual-property milestones and the absence of approved commercial products.
- Confirm Nasdaq listing compliance, lock-up expirations and the potential timing of Class B and preferred-share conversions.