4//SEC Filing
MP One Investment LLC 4
Accession 0001474506-23-000141
CIK 0001874259other
Filed
Mar 28, 8:00 PM ET
Accepted
Mar 29, 4:59 PM ET
Size
14.8 KB
Accession
0001474506-23-000141
Insider Transaction Report
Form 4
MP One Investment LLC
10% Owner
Transactions
- Conversion
Class A Common Stock
2023-03-29+2,482,500→ 2,482,500 total(indirect: See footnote) - Disposition to Issuer
Class A Common Stock
2023-03-29−2,482,500→ 0 total(indirect: See footnote) - Conversion
Class B Common Stock
2023-03-29−2,482,500→ 0 total(indirect: See footnote)→ Class A ordinary shares (2,482,500 underlying) - Disposition to Issuer
Private Placement Units
2023-03-29−464,150→ 0 total(indirect: See Footnote)→ Class A Ordinary Shares (464,150 underlying)
Footnotes (6)
- [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 reporting person 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.
Documents
Issuer
Maxpro Capital Acquisition Corp.
CIK 0001874259
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001886252
Filing Metadata
- Form type
- 4
- Filed
- Mar 28, 8:00 PM ET
- Accepted
- Mar 29, 4:59 PM ET
- Size
- 14.8 KB