Item 5.07 Submission of Matters to a Vote
of Security Holders.
On March 20, 2023, Maxpro Capital
Acquisition Corp. (“Maxpro”) held a special meeting of stockholders (the “Meeting”), which was called to approve
the proposals relating to the entry into and consummation of the Business Combination Agreement dated as of September 14, 2022 (as amended
by that certain First Amendment to the Business Combination Agreement, dated as of February 9, 2023, the “Business Combination Agreement”)
by and among Maxpro, 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”). An aggregate of 10,804,097 shares of Maxpro’s
common stock, which represents a quorum of the outstanding common stock entitled to vote as of the record date of February 16, 2023, were
represented in person or by proxy at the Meeting.
Maxpro’s stockholders voted
on the following proposals at the Meeting, each of which was approved:
(1) Proposal No. 1 — The
Business Combination Proposal — to consider and vote upon a proposal to approve the Business Combination Agreement and the transactions
contemplated therein, pursuant to which Merger Sub will merge with and into Maxpro, with Maxpro continuing as the surviving corporation
and, ultimately, a direct, wholly-owned subsidiary of Apollomics (the “Business Combination”). The following is a tabulation
of the votes with respect to this proposal, which was approved by Maxpro’s stockholders:
| For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| | 8,024,976 | | |
| 2,779,121 | | |
| – | | |
| – | |
(2) Proposal No. 2 — The
Advisory Charter Proposals – separate proposals to approve, on a non-binding advisory basis, the following material differences
between Maxpro’s second amended and restated certificate of incorporation (“SPAC Charter”) and Apollomics’
sixth amended and restated memorandum and articles of association (“Apollomics MAA”) to be effective upon the consummation
of the Business Combination:
a. A proposal to increase the
total number of authorized shares to 650,000,000 shares, consisting of (i) 500,000,000 Apollomics Class A Ordinary Shares of par value
$0.0001, (ii) 100,000,000 Apollomics Class B Ordinary Shares of par value $0.0001, and 50,000,000 Apollomics Preference Shares of par
value $0.0001. The following is a tabulation of the votes with respect to this proposal, which was approved by Maxpro’s stockholders:
| For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| | 7,546,875 | | |
| 3,257,222 | | |
| – | | |
| – | |
b. A proposal to require a special
resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the ordinary shares
voting in person or by proxy at a general meeting, to make amendments to the Apollomics MAA. The following is a tabulation of the votes
with respect to this proposal, which was approved by Maxpro’s stockholders:
| For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| | 7,546,875 | | |
| 3,257,222 | | |
| – | | |
| – | |
c. A proposal to provide that
directors may only be removed for cause and by a special resolution under Cayman Islands law, being the affirmative vote of holders of
a majority of at least two-thirds of the ordinary shares voting in person or by proxy at a general meeting. The following is a tabulation
of the votes with respect to this proposal, which was approved by Maxpro’s stockholders:
| For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| | 7,546,875 | | |
| 3,257,222 | | |
| – | | |
| – | |
(3) Proposal No. 3 — The
Stockholder Adjournment Proposal – Because Maxpro’s stockholders approved the Business Combination Proposal and the Advisory
Charter Proposals, a third proposal to adjourn the Meeting for the purpose of soliciting additional proxies was not submitted to Maxpro’s
stockholders for approval at the Meeting.
No other items were presented for stockholder approval
at the Meeting.