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December 5, 2022
Guo-Liang Yu
Chief Executive Officer
Apollomics Inc.
989 E. Hillsdale Blvd., Suite 220
Foster City, CA 94404
Re:Apollomics Inc.
Registration Statement on Form F-4
Filed November 22, 2022
File No. 333-268525
Dear Guo-Liang Yu:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form F-4 filed November 22, 2022
Cover Page
1.We note your response to prior comment 13 and reissue in part.  Please revise your cover
page to include a clear description of how cash is transferred through your organization.
Please also make similar changes in the "Holding Company Structure" section of the
Summary of Proxy Statement/Prospectus.
Risk Factors
Risks Related to Doing Business in Greater China, page 49
2.We note your response to prior comment 17 and your disclosure on page 4 that defines
“Greater China” to include Taiwan. Please revise to remove Taiwan from the definition of
Greater China or tell us why you believe it is appropriate.

 FirstName LastNameGuo-Liang Yu
 Comapany NameApollomics Inc.
 December 5, 2022 Page 2
 FirstName LastNameGuo-Liang Yu
Apollomics Inc.
December 5, 2022
Page 2
3.We note your response to prior comment 19. Please revise to affirmatively state to what
extent you believe that you are compliant with the regulations or policies that have been
issued by the CAC to date.
Certain Material Tax Considerations
Certain U.S. Federal Income Tax Considerations, page 192
4.We note your response to prior comment 26 that there are significant factual and legal
uncertainties regarding the qualification of the Merger as a reorganization within the
meaning of Section 368(a) of the Code.  However, you continue to state in the registration
statement that the parties to the Merger intend for the Merger to qualify
as a reorganization within the meaning of Section 368 of the Code.  Accordingly, please
have counsel file a tax opinion supporting this conclusion.  Note that your tax opinion
may be conditioned or may be qualified by any facts that are unknown and that give rise
to doubt regarding the conclusion, so long as such conditions and qualifications are
adequately described in the filing.  Refer to Item 601(b)(8) of Regulation S-K.  Whenever
there is significant doubt about the tax consequences of the transaction, it is permissible
for the tax opinion to use “should” or "more likely than not" rather than “will,” but
counsel providing the opinion must explain why it cannot give a “will” opinion and
describe the degree of uncertainty in the opinion.  Please refer to Section III.C.4 of Staff
Legal Bulletin No. 19.
Information about Apollomics, page 213
5.We note your response to prior comment 28 and reissue in part.  Please increase the size
of your pipeline table appearing on page 215 and the graphics appearing on page 235 and
240 so that the text within is easily readable.
Drug Candidate Development Status, page 215
6.To the extent that you are not responsible for, and do not have control over, the clinical
trials identified as “partner” trials, please revise your table to clearly disclose that fact, and
disclose, by footnote or narrative accompanying the table, the extent of your financial
interest in the development of the applicable product candidate, e.g., disclose, where
applicable, that your financial interests are limited to specified potential milestone
payments and/or royalty payments. To the extent that you do not have any direct financial
interest in the development of the referenced product candidate by your “partner,” please
remove the related trials from your pipeline table.
7.We note your revised disclosure related to your APL-108 candidate.  Please further revise
to include a description of any preclinical studies or development activities conducted for
this candidate.  To the extent you have not conducted any development activities on this
candidate, please revise to include an affirmative statement to that effect.  Please also
revise to include narrative disclosure explaining what is depicted in the graphic appearing
on page 238.

 FirstName LastNameGuo-Liang Yu
 Comapany NameApollomics Inc.
 December 5, 2022 Page 3
 FirstName LastName
Guo-Liang Yu
Apollomics Inc.
December 5, 2022
Page 3
Unaudited Pro Forma Condensed Combined Financial Information, page 324
8.Please revise the historical financial information included in the pro forma information for
Maxpro to be consistent with the most recent financial statements presented in the filing.
Please refer to the guidance in Rule 11-02(c) of Regulation S-X.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Christine Torney at 202-551-3652 or Mary Mast at 202-551-3613 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Tyler Howes at 202-551-3370 or Christine Westbrook at 202-551-5019 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Daniel Nussen, Esq.