Song Yung-Fong - Mar 29, 2023 Form 4 Insider Report for Maxpro Capital Acquisition Corp. (JMAC)

Signature
/s/ Song, Yung-Fong (Ron), by Nelson Mullins Riley & Scarborough with Power of Attorney
Stock symbol
JMAC
Transactions as of
Mar 29, 2023
Transactions value $
$0
Form type
4
Date filed
3/29/2023, 04:24 PM
Previous filing
Oct 13, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction JMAC Class A Common Stock Conversion of derivative security +2.48M 2.48M Mar 29, 2023 See footnote F1, F5
transaction JMAC Class A Common Stock Disposed to Issuer -2.48M -100% 0 Mar 29, 2023 See footnote F2, F5
transaction JMAC Class A Common Stock Conversion of derivative security +15K 15K Mar 29, 2023 Direct F1
transaction JMAC Class A Common Stock Disposed to Issuer -15K -100% 0 Mar 29, 2023 Direct F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction JMAC Class B Common Stock Conversion of derivative security -2.48M -100% 0 Mar 29, 2023 Class A Common Stock 2.48M See footnote F1, F5
transaction JMAC Class B Common Stock Conversion of derivative security -15K -100% 0 Mar 29, 2023 Class A Common Stock 15K Direct F1
transaction JMAC Private Placement Units Disposed to Issuer -464K -100% 0 Mar 29, 2023 Class A Ordinary Shares 464K See footnote F3, F4, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Song Yung-Fong is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.
F4 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.
F5 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.
F6 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.