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JMACU Maxpro Capital Acquisition Corporation

11.20
0.00 (0.00%)
After Hours
Last Updated: 01:00:00
Delayed by 15 minutes
Name Symbol Market Type
Maxpro Capital Acquisition Corporation NASDAQ:JMACU NASDAQ Trust
  Price Change % Change Price Bid Price Offer Price High Price Low Price Open Price Traded Last Trade
  0.00 0.00% 11.20 4.80 19.20 0 01:00:00

Statement of Changes in Beneficial Ownership (4)

29/03/2023 9:24pm

Edgar (US Regulatory)


FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Yung-Fong Song
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
(Last)          (First)          (Middle)

5/F-4, NO. 89, SONGREN ROAD, XINYI DISTRICT
3. Date of Earliest Transaction (MM/DD/YYYY)

3/29/2023
(Street)

TAIPEI CITY, F5 11073
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)        (State)        (Zip)
Rule 10b5-1(c) Transaction Indication
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 3/29/2023  C  2482500 A (1)2482500 I See footnote (5)
Class A Common Stock 3/29/2023  D  2482500 D (2)0 (2)I See footnote (5)
Class A Common Stock 3/29/2023  C  15000 A (1)15000 D  
Class A Common Stock 3/29/2023  D  15000 D (2)0 (2)D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock  (1)3/29/2023  C     2482500   (1) (1)Class A Common Stock 2482500  (1)0 I See footnote (5)
Class B Common Stock  (1)3/29/2023  C     15000   (1) (1)Class A Common Stock 15000  (1)0 D  
Private Placement Units  (3)3/29/2023  D     464150 (6)  (3) (3)Class A Ordinary Shares 464150  (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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Yung-Fong Song
5/F-4, NO. 89, SONGREN ROAD
XINYI DISTRICT
TAIPEI CITY, F5 11073

XChief Strategy Officer

Signatures
/s/ Song, Yung-Fong (Ron), by Nelson Mullins Riley & Scarborough with Power of Attorney3/29/2023
**Signature of Reporting PersonDate


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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