SecProbe.io

CORRESP
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 CORRESP

 Apollomics Inc.
 989 E. Hillsdale Blvd., Suite 220
 Foster City, California, 94404
 May 28, 2026 VIA EDGAR
 United States Securities and Exchange Commission Division of
Corporation Finance 100 F Street, N.E. Washington, D.C.
20549 Attention:   Chris Edwards

 Re:
 Apollomics Inc.
 Registration Statement on Form F-3
 Filed March 9, 2026, as amended May 15, 2026
 File No. 333-294154
 Ladies and Gentlemen: In accordance with Rule
461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the above-referenced Registration Statement on Form F-3 (the “Registration Statement”) of Apollomics Inc. We respectfully request
that the Registration Statement become effective as of 4:30 p.m., Eastern Time, on June 2, 2026, or as soon as practicable thereafter.

 Very truly yours,
 Apollomics Inc.
 By: /s/ Peter Lin
 Chief Financial Officer (Principal Financial Accounting Officer)

 cc:
 Alison M. Pear, Esq.
 Buchalter, LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 11, 2026

Howard Chen
Chief Executive Officer
Apollomics Inc.
989 E. Hillsdale Blvd., Suite 220
Foster City, CA 94404

 Re: Apollomics Inc.
 Registration Statement on F-3
 Filed March 9, 2026
 File No. 333-294154
Dear Howard Chen:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Chris Edwards at 202-551-6761 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Alison Pear Buchalter
</TEXT>
</DOCUMENT>

CORRESP
1
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CORRESP

 Apollomics Inc.

989 E. Hillsdale Boulevard, Suite 220

Foster City, CA 94404

 May 28, 2024

Via EDGAR Transmission

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:
 Apollomics Inc. Registration Statement on Form F-3
(Registration No. 333-279549)

Ladies and Gentlemen:

 In accordance with Rule 461 of Regulation
C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request the acceleration of the effective date of the above-referenced Registration Statement, as amended, so that it will become effective on
May 29, 2024, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, or at such later time as Apollomics Inc. (the “Company”) or its counsel may request via telephone call to the staff.

Please contact Ryan Coombs of O’Melveny & Myers LLP, counsel to the Company, at
415-984-8943, or in his absence, Yoon-jee Kim at 212-728-5867, to provide notice of
effectiveness, or if you have any other questions or concerns regarding this matter.

Sincerely,

Apollomics Inc.

  

By:

/s/ Guo-Liang Yu

Guo-Liang Yu

Chief Executive Officer

cc:
 Ryan Coombs

 
 Yoon-jee Kim

United States securities and exchange commission logo
May 24, 2024
Sanjeev Redkar
President
Apollomics Inc.
989 E. Hillsdale Blvd., Suite 220
Foster City, CA 94404
Re:Apollomics Inc.
Registration Statement on Form F-3
Filed May 20, 2024
File No. 333-279549
Dear Sanjeev Redkar:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Ryan Coombs

CORRESP
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CORRESP

 APOLLOMICS INC.

989 E. Hillsdale Blvd., Suite 220

Foster City, CA 94404

April 22, 2024

 VIA EDGAR

Division of Corporation Finance

 Office of Life Sciences

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

  Re:
 Apollomics Inc.

 
 Registration Statement on Form F-3

 
 Filed on April 1, 2024, as amended

 
 File No. 333-278430

Ladies and Gentlemen:

 Pursuant to Rule 461 of the General
Rules and Regulations of the Securities and Exchange Commission promulgated under the Securities Act of 1933, as amended, Apollomics Inc. hereby respectfully requests that the effective date of the above-captioned Registration Statement on Form F-3 (the “Registration Statement”) be accelerated to, and that the Registration Statement be declared effective at, 5:00 p.m. Washington, D.C. time on April 24, 2024, or as soon as
practicable thereafter.

 Please contact Daniel Nussen (email: daniel.nussen@whitecase.com or telephone:
(213) 620-7796) of White & Case LLP with any questions and please notify him when this request for acceleration has been granted.

[Signature Page Follows]

Sincerely,

APOLLOMICS INC.

By:

 /s/ Sanjeev Redkar

Name:

Sanjeev Redkar

Title:

President and Director

cc:
 Daniel Nussen, White & Case LLP

CORRESP
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CORRESP

 APOLLOMICS INC.

989 E. Hillsdale Blvd., Suite 220

Foster City, CA 94404

April 22, 2024

 VIA EDGAR

Division of Corporation Finance

 Office of Life Sciences

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Apollomics Inc.

Registration Statement on Form F-3

Filed on April 1, 2024, as amended

File No. 333-278431

Ladies and Gentlemen:

 Pursuant to Rule 461 of the General
Rules and Regulations of the Securities and Exchange Commission promulgated under the Securities Act of 1933, as amended, Apollomics Inc. hereby respectfully requests that the effective date of the above-captioned Registration Statement on Form F-3 (the “Registration Statement”) be accelerated to, and that the Registration Statement be declared effective at, 5:00 p.m. Washington, D.C. time on April 24, 2024, or as soon as
practicable thereafter.

 Please contact Daniel Nussen (email: daniel.nussen@whitecase.com or telephone:
(213) 620-7796) of White & Case LLP with any questions and please notify him when this request for acceleration has been granted.

[Signature Page Follows]

Sincerely,

APOLLOMICS INC.

By:

/s/ Sanjeev Redkar

Name:

Sanjeev Redkar

Title:

President and Director

cc:
 Daniel Nussen, White & Case LLP

CORRESP
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CORRESP

 April 19, 2024

VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Life Sciences

 100 F Street NE
Washington, D.C. 20549

Attn:
 Daniel Crawford

Tim Buchmiller

Re:
 Apollomics Inc.

Registration Statement on Form F-3

Filed April 1, 2024

File No. 333-278431

Ladies and Gentlemen:

 On behalf of our client,
Apollomics Inc., a Cayman Islands exempted company (the “Company”), we are writing to submit the Company’s response to the comment of the staff (the “Staff”) of the Division of Corporation Finance of the United
States Securities and Exchange Commission (the “SEC”) with respect to the above-referenced Registration Statement on Form F-3 filed on April 1, 2024 (File
No. 333-278431, the “Registration Statement”), contained in the Staff’s letter dated April 15, 2024 (the “Comment Letter”).

The Company has filed via EDGAR an Amendment No. 1 to the Registration Statement, which reflects the Company’s response to the
comment received by the Staff. For ease of reference, the comment contained in the Comment Letter is printed below in bold and is followed by the Company’s response.

Correspondence dated April 12, 2024

 General

1.
 Please tell us how to reconcile the portion of your response to prior comment 1 that indicates that all
members of the company’s board of directors reside outside of China with the disclosure on page 38 of your filing that indicates that two of your directors are based in mainland China.

Response: The Company respectfully advises the Staff that, as disclosed in its response to prior comment 1, all of the members of the
Company’s board of directors reside outside of China. In response to the comment of the Staff, the Company has revised the disclosure on page 38 of the Registration Statement.

 April 19, 2024

 * * *

Please do not hesitate to contact Daniel Nussen at (213) 620-7796 of White & Case LLP with
any questions or comments regarding this letter.

 Best regards,

/s/ White & Case LLP

cc:
 Sanjeev Redkar, Apollomics Inc.

CORRESP
1
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CORRESP

 April 19, 2024

VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Life Sciences

 100 F Street
NE

 Washington, D.C. 20549

Attn:  Daniel Crawford

Tim Buchmiller

Re:  Apollomics Inc.

Registration Statement on Form F-3

Filed April 1, 2024

File No. 333-278430

 Ladies and Gentlemen:

On behalf of our client, Apollomics Inc., a Cayman Islands exempted company (the “Company”), we are writing to submit the
Company’s response to the comment of the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “SEC”) with respect to the above-referenced
Registration Statement on Form F-3 filed on April 1, 2024 (File No. 333-278430, the “Registration Statement”), contained in the Staff’s
letter dated April 15, 2024 (the “Comment Letter”).

 The Company has filed via EDGAR an Amendment No. 1 to the
Registration Statement, which reflects the Company’s response to the comment received by the Staff. For ease of reference, the comment contained in the Comment Letter is printed below in bold and is followed by the Company’s response.

Correspondence dated April 12, 2024

 General

1.
 Please tell us how to reconcile the portion of your response to prior comment 1 that indicates that all
members of the company’s board of directors reside outside of China with the disclosure on page 22 of your filing that indicates that two of your directors are based in mainland China.

Response: The Company respectfully advises the Staff that, as disclosed in its response to prior comment 1, all of the members of the
Company’s board of directors reside outside of China. In response to the comment of the Staff, the Company has revised the disclosure on page 22 of the Registration Statement.

 April 19, 2024

* * *

 Please do not hesitate to
contact Daniel Nussen at (213) 620-7796 of White & Case LLP with any questions or comments regarding this letter.

Best regards,

 /s/ White & Case LLP

cc:
 Sanjeev Redkar, Apollomics Inc.

<DOCUMENT>
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<FILENAME>filename2.txt
<TEXT>
United States securities and exchange commission logo

                               April 15, 2024

       Sanjeev Redkar
       President
       Apollomics Inc.
       989 E. Hillsdale Blvd., Suite 220
       Foster City, CA 94404

                                                        Re: Apollomics Inc.
                                                            Registration
Statement on Form F-3
                                                            Response dated
April 12, 2024
                                                            File No. 333-278430

       Dear Sanjeev Redkar:

                                                        We have reviewed your
response and have the following comment.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Unless we note otherwise,
       any references to prior comments are to comments in our April 12, 2024
letter.

       Correspondence dated April 12, 2024

       General

   1.                                                   Please tell us how to
reconcile the portion of your response to prior comment 1 that
                                                        indicates that all
members of the company's board of directors reside outside of China
                                                        with the disclosure on
page 22 of your filing that indicates that two of your directors are
                                                        based in mainland
China.
 Sanjeev Redkar
FirstName
ApollomicsLastNameSanjeev  Redkar
             Inc.
Comapany
April       NameApollomics Inc.
       15, 2024
April 215, 2024 Page 2
Page
FirstName LastName
       Please contact Daniel Crawford at 202-551-7767 or Tim Buchmiller at
202-551-3635
with any other questions.

                                                        Sincerely,

                                                        Division of Corporation
Finance
                                                        Office of Life Sciences
cc:      Daniel Nussen, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
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CORRESP

 April 12, 2024

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Life
Sciences

 100 F Street NE

 Washington, D.C. 20549

Attn:
 Daniel Crawford

 
 Tim Buchmiller

Re:
 Apollomics Inc.

 
 Registration Statement on Form F-3

 
 Filed April 1, 2024

 
 File No. 333-278431

Ladies and Gentlemen:

 On behalf of our client,
Apollomics Inc., a Cayman Islands exempted company (the “Company”), we are writing to submit the Company’s response to the comment of the staff (the “Staff”) of the Division of Corporation Finance of the United
States Securities and Exchange Commission (the “SEC”) with respect to the above-referenced Registration Statement on Form F-3 filed on April 1, 2024 (File No. 333-278431, the “Registration Statement”), contained in the Staff’s letter dated April 12, 2024 (the “Comment Letter”).

For ease of reference, the comment contained in the Comment Letter is printed below in bold and is followed by the Company’s response.

 Registration Statement on Form F-3

General

1.
 We note your cover page states you conduct operations through your wholly owned subsidiary in mainland
China. To the extent you do not conduct the majority of your operations in China, please provide us your analysis supporting this. To the extent you conduct the majority of your operations in China, please revise your filing, as applicable, to
provide more specific and prominent disclosures about the legal and operational risks associated with China-based companies. For additional guidance, please see the Division of Corporation Finance’s Sample Letter to China-Based Companies issued
by the Staff in December 2021 and the Sample Letter to Companies Regarding China-Specific Disclosures issued by the Staff in July 2023. In this regard, we note your Amendment Number 4 to the Registration Statement on Form F-4 filed February 21, 2023 appears to address many of the issues identified in the December 2021 letter.

 April 12, 2024

 
 Response: The Company respectfully advises the Staff that the Company does not conduct the majority of
its operations in China. The Company is a Cayman Islands holding company that principally conducts its business operations through its wholly-owned subsidiary Apollomics Inc., a California corporation. The Company’s business headquarters are
located in California in the United States. Nearly all of the Company’s management team, including its Chief Financial Officer, Matthew Plunkett, President, Sanjeev Redkar, and Chief Medical Officer, Dr. Peony Yu, are located in in the
United States and conduct their business operations through the Company’s headquarters, including related support employees, while its Chief Executive Officer, Dr. Guo-Liang Yu, conducts operations for the Company primarily in the United
States and periodically in mainland China. All members of the Company’s board of directors reside outside of China. A majority of the Company’s research and development efforts and expenses are for clinical trials outside of China
including in the United States, and in Australia through the Company’s subsidiary Apollomics (Australia) Pty. Ltd. Less than 20% of the Company’s research and development effort and expenses are for clinical trials and related operations
conducted through Apollomics (Hong Kong) Limited, a limited company incorporated under the laws of Hong Kong, a wholly owned subsidiary of the Company, and the intermediary holding company of the Company’s two wholly-owned subsidiaries based in
mainland China, Zhejiang Crownmab Biotech Co. Ltd. and Zhejiang Crown Bochuang Biopharma Co. Ltd. In addition, a majority of the Company’s cash is held outside of China and a majority of the Company’s expenditures are incurred outside of
China. As a result, the Company does not conduct the majority of its operations in China.

 * * *

Please do not hesitate to contact Daniel Nussen at (213) 620-7796 of White & Case LLP with
any questions or comments regarding this letter.

 Best regards,

/s/ White & Case LLP

cc:
 Sanjeev Redkar, Apollomics Inc.

CORRESP
1
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CORRESP

 April 12, 2024

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

100 F Street NE

 Washington, D.C. 20549

White & Case LLP

555 South Flower Street

Suite 2700

 Los Angeles, California 90071-2433

 T +1 213 620 7700

 whitecase.com

Attn:
 Daniel Crawford

 
 Tim Buchmiller

Re:
 Apollomics Inc.

 
 Registration Statement on Form F-3

 
 Filed April 1, 2024

 
 File No. 333-278430

Ladies and Gentlemen:

 On behalf of our client,
Apollomics Inc., a Cayman Islands exempted company (the “Company”), we are writing to submit the Company’s response to the comment of the staff (the “Staff”) of the Division of Corporation Finance of the United
States Securities and Exchange Commission (the “SEC”) with respect to the above-referenced Registration Statement on Form F-3 filed on April 1, 2024 (File
No. 333-278430, the “Registration Statement”), contained in the Staff’s letter dated April 12, 2024 (the “Comment Letter”).

For ease of reference, the comment contained in the Comment Letter is printed below in bold and is followed by the Company’s response.

 Registration Statement on Form F-3

General

1.
 We note your cover page states you conduct operations through your wholly owned subsidiary in mainland
China. To the extent you do not conduct the majority of your operations in China, please provide us your analysis supporting this. To the extent you conduct the majority of your operations in China, please revise your filing, as applicable, to
provide more specific and prominent disclosures about the legal and operational risks associated with China-based companies. For additional guidance, please see the Division of Corporation Finance’s Sample Letter to China-Based Companies issued
by the Staff in December 2021 and the Sample Letter to Companies Regarding China-Specific Disclosures issued by the Staff in July 2023. In this regard, we note your Amendment Number 4 to the Registration Statement on Form F-4 filed February 21, 2023 appears to address many of the issues identified in the December 2021 letter.

 April 12, 2024

Response: The Company respectfully advises the Staff that the Company does not conduct the majority of its operations in China. The
Company is a Cayman Islands holding company that principally conducts its business operations through its wholly-owned subsidiary Apollomics Inc., a California corporation. The Company’s business headquarters are located in California in the
United States. Nearly all of the Company’s management team, including its Chief Financial Officer, Matthew Plunkett, President, Sanjeev Redkar, and Chief Medical Officer, Dr. Peony Yu, are located in in the United States and conduct their
business operations through the Company’s headquarters, including related support employees, while its Chief Executive Officer, Dr. Guo-Liang Yu, conducts operations for the Company primarily in the United States and periodically in
mainland China. All members of the Company’s board of directors reside outside of China. A majority of the Company’s research and development efforts and expenses are for clinical trials outside of China including in the United States, and
in Australia through the Company’s subsidiary Apollomics (Australia) Pty. Ltd. Less than 20% of the Company’s research and development effort and expenses are for clinical trials and related operations conducted through Apollomics (Hong
Kong) Limited, a limited company incorporated under the laws of Hong Kong, a wholly owned subsidiary of the Company, and the intermediary holding company of the Company’s two wholly-owned subsidiaries based in mainland China, Zhejiang Crownmab
Biotech Co. Ltd. and Zhejiang Crown Bochuang Biopharma Co. Ltd. In addition, a majority of the Company’s cash is held outside of China and a majority of the Company’s expenditures are incurred outside of China. As a result, the Company
does not conduct the majority of its operations in China.

 * * *

Please do not hesitate to contact Daniel Nussen at (213) 620-7796 of White & Case LLP with
any questions or comments regarding this letter.

 Best regards,

/s/ White & Case LLP

cc:
 Sanjeev Redkar, Apollomics Inc.

United States securities and exchange commission logo
April 12, 2024
Sanjeev Redkar
President
Apollomics Inc.
989 E. Hillsdale Blvd., Suite 220
Foster City, CA 94404
Re:Apollomics Inc.
Registration Statement on Form F-3
Filed April 1, 2024
File No. 333-278431
Dear Sanjeev Redkar:
            We have conducted a limited review of your registration statement and have the
following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form F-3
General
1.We note your cover page states you conduct operations through your wholly owned
subsidiary in mainland China. To the extent you do not conduct the majority of your
operations in China, please provide us your analysis supporting this. To the extent you
conduct the majority of your operations in China, please revise your filing, as applicable,
to provide more specific and prominent disclosures about the legal and operational risks
associated with China-based companies. For additional guidance, please see the Division
of Corporation Finance's Sample Letter to China-Based Companies issued by the Staff in
December 2021 and the Sample Letter to Companies Regarding China-Specific
Disclosures issued by the Staff in July 2023. In this regard, we note your Amendment
Number 4 to the Registration Statement on Form F-4 filed February 21, 2023 appears to
address many of the issues identified in the December 2021 letter.

 FirstName LastNameSanjeev Redkar
 Comapany NameApollomics Inc.
 April 12, 2024 Page 2
 FirstName LastName
Sanjeev Redkar
Apollomics Inc.
April 12, 2024
Page 2
            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.
            Please contact Daniel Crawford at 202-551-7767 or Tim Buchmiller at 202-551-3635
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Daniel Nussen, Esq.

CORRESP
1
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CORRESP

 APOLLOMICS INC.

989 E. Hillsdale Blvd., Suite 220

Foster City, CA 94404

 July 20,
2023

 VIA EDGAR

 Division of Corporation Finance

 Office of Life Sciences

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Apollomics Inc.

Registration Statement on Form F-1

Filed June 9, 2023, as amended

File No. 333-272552

Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules
and Regulations of the Securities and Exchange Commission promulgated under the Securities Act of 1933, as amended, Apollomics Inc. hereby respectfully requests that the effective date of the above-captioned Registration Statement on Form F-1 (the “Registration Statement”) be accelerated to, and that the Registration Statement be declared effective at, 4:00 p.m. Washington, D.C. time on July 24, 2023, or as soon as practicable thereafter.

 Please contact Daniel Nussen (email: daniel.nussen@whitecase.com or telephone: (213) 620-7796) of
White & Case LLP with any questions and please notify him when this request for acceleration has been granted.

 [Signature Page
Follows]

Sincerely,

APOLLOMICS INC.

By:

 /s/ Sanjeev Redkar

Name:

Sanjeev Redkar

Title:

President, Director and Principal Financial Officer

cc:
 Daniel Nussen, White & Case LLP

CORRESP
1
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CORRESP

 July 7, 2023

VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Life Sciences

 100 F Street
NE

 Washington, D.C. 20549

Attn:     Cindy Polynice

     Jason Drory

Re:      Apollomics Inc.

           Registration Statement on Form F-1

           Filed June 9, 2023

           File
No. 333-272552

 Ladies and
Gentlemen:

 On behalf of our client, Apollomics Inc., a Cayman
Islands exempted company (the “Company”), we are writing to submit the Company’s responses to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and
Exchange Commission (the “SEC”) with respect to the above-referenced Registration Statement on Form F-1 filed on June 9, 2023 (File
No. 333-272552, the “Registration Statement”), contained in the Staff’s letter dated June 23, 2023 (the “Comment Letter”).

 The Company has filed via EDGAR an Amendment No. 1 to the
Registration Statement on Form F-1 (“Amendment No. 1”), which reflects the Company’s responses to the comments received by the Staff and certain updated information.
For ease of reference, each comment contained in the Comment Letter is printed below in bold and is followed by the Company’s response. All page references in the responses set forth below refer to page numbers in Amendment No. 1.
Capitalized terms used but not defined herein have the meanings set forth in Amendment No. 1.

Registration Statement on Form F-1 filed June 9, 2023

 Cover Page, page 1

 1.  For each of the warrants and
ordinary shares being registered for resale, disclose the price that the selling securityholders paid for such securities.

Response: In response to the Staff’s comment, the Company has revised the disclosure on the cover page, pages 7-8, 99 and 119 of Amendment No. 1.

White & Case LLP

 555 South Flower Street

Suite 2700

 Los Angeles, California 90071-2433

T +1 213 620 7700

whitecase.com

 July 7, 2023

2.
 We note that you have disclosed the exercise price of your Warrants, including the approximately
$126.15 million in aggregate proceeds you would receive assuming the exercise of all the outstanding Warrants for cash. Given the significant difference in exercise prices between your Public Warrants and Private Warrants versus your Penny
Warrants, please revise your disclosure to quantify the estimated proceeds from the Penny Warrants. In addition, please revise your disclosure to disclose the exercise price of the warrants compared to the market price of the underlying securities
and disclose that the Penny Warrants’ exercise price is significantly lower than your current trading price and your Public Warrants and Private Warrants have exercise prices higher than your current trading of $5.19 per share on June 5,
2023. Provide similar disclosure in the prospectus summary, risk factors, MD&A and use of proceeds section and disclose that cash proceeds associated with the exercises of the warrants are dependent on the stock price. As applicable, describe
the impact on your liquidity and update the discussion on the ability of your company to fund your operations on a prospective basis with your current cash on hand.

Response: In response to the Staff’s comment, the Company has revised the disclosure on the cover page, pages 23, 100, 105, 123 and
221 of Amendment No. 1.

3.
 We note your disclosure that “Maxpro Sponsor may experience profit of $3.19 per share, or approximately
$9.90 million in the aggregate for selling the 3,101,900 Class A Ordinary Shares it received.” Please update your disclosure to clearly disclose the price paid for those securities.

Response: In response to the Staff’s comment, the Company has revised the disclosure on the cover page, pages 8, 99 and 119 of
Amendment No. 1.

 Risk Factors

 Risks Related
to Ownership of Apollomics Securities

 Sales of a substantial number of our securities in the public market by the Selling Securityholders…,
page 99

4.
 We note your disclosure that “[f]or example, based on the closing price of our Class A Ordinary
Shares on June 5, 2023, the Maxpro Sponsor may experience profit of $3.19 per share, or approximately $9.88 million in the aggregate for selling the 3,101,900 Class A Ordinary Shares it received.” Please update your risk factor
on the top of page 99 to disclose whether any other private investors acquired securities below the SPAC IPO price or otherwise advise. Also disclose that even though the current trading price is at or significantly below the SPAC IPO price, the
private investors have an incentive to sell because they will still profit on sales because of the lower price that they purchased their shares than the public investors.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 99 of Amendment No. 1.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 203

5.
 In light of the significant number of redemptions and the unlikelihood that the company will receive
significant proceeds from exercises of the warrants because of the disparity between the exercise price

 2

 July 7, 2023

of the warrants and the current trading price of the Class A common stock, expand your discussion of capital resources to address any changes in the company’s liquidity position since the business
combination. If the company is likely to have to seek additional capital, discuss the effect of this offering on the company’s ability to raise additional capital.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 221 of Amendment No. 1.

* * *

 Please do not hesitate to
contact Daniel Nussen at (213) 620-7796 of White & Case LLP with any questions or comments regarding this letter.

Best regards,

 /s/ White & Case LLP

cc:
 Guo-Liang Yu, Apollomics Inc.

 3

United States securities and exchange commission logo
June 23, 2023
Sanjeev Redkar
President
Apollomics Inc.
989 E. Hillsdale Blvd., Suite 220
Foster City, CA 94404
Re:Apollomics Inc.
Registration Statement on Form F-1
Filed June 9, 2023
File No. 333-272552
Dear Sanjeev Redkar:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
Registration Statement on Form F-1 filed June 9, 2023
Cover Page, page 1
1.For each of the warrants and ordinary shares being registered for resale, disclose the price
that the selling securityholders paid for such securities.
2.We note that you have disclosed the exercise price of your Warrants, including the
approximately $126.15 million in aggregate proceeds you would receive assuming the
exercise of all the outstanding Warrants for cash. Given the significant difference in
exercise prices between your Public Warrants and Private Warrants versus your Penny
Warrants, please revise your disclosure to quantify the estimated proceeds from the Penny
Warrants. In addition, please revise your disclosure to disclose the exercise price of the
warrants compared to the market price of the underlying securities and disclose that the
Penny Warrants' exercise price is significantly lower than your current trading price and

 FirstName LastNameSanjeev Redkar
 Comapany NameApollomics Inc.
 June 23, 2023 Page 2
 FirstName LastNameSanjeev Redkar
Apollomics Inc.
June 23, 2023
Page 2
your Public Warrants and Private Warrants have exercise prices higher than your current
trading of $5.19 per share on June 5, 2023. Provide similar disclosure in the prospectus
summary, risk factors, MD&A and use of proceeds section and disclose that cash proceeds
associated with the exercises of the warrants are dependent on the stock price. As
applicable, describe the impact on your liquidity and update the discussion on the ability
of your company to fund your operations on a prospective basis with your current cash on
hand.
3.We note your disclosure that "Maxpro Sponsor may experience profit of $3.19 per share,
or approximately $9.90 million in the aggregate for selling the 3,101,900 Class A
Ordinary Shares it received." Please update your disclosure to clearly disclose the price
paid for those securities.
Risk Factors
Risks Related to Ownership of Apollomics Securities
Sales of a substantial number of our securities in the public market by the Selling
Securityholders..., page 99
4.We note your disclosure that “[f]or example, based on the closing price of our Class A
Ordinary Shares on June 5, 2023, the Maxpro Sponsor may experience profit of $3.19 per
share, or approximately $9.88 million in the aggregate for selling the 3,101,900 Class A
Ordinary Shares it received.” Please update your risk factor on the top of page 99 to
disclose whether any other private investors acquired securities below the SPAC IPO
price or otherwise advise. Also disclose that even though the current trading price is at or
significantly below the SPAC IPO price, the private investors have an incentive to sell
because they will still profit on sales because of the lower price that they purchased their
shares than the public investors.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
203
5.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of the Class A
common stock, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination. If the company is likely to
have to seek additional capital, discuss the effect of this offering on the company’s ability
to raise additional capital.
            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

 FirstName LastNameSanjeev Redkar
 Comapany NameApollomics Inc.
 June 23, 2023 Page 3
 FirstName LastName
Sanjeev Redkar
Apollomics Inc.
June 23, 2023
Page 3
statement.
            Please contact Cindy Polynice at 202-551-8707 or Jason Drory at 202-551-8342 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Daniel E. Nussen, Esq.

CORRESP
1
filename1.htm

CORRESP

 Apollomics Inc.

989 E. Hillsdale Blvd., Suite 220

Foster City, CA 94404

 February 24,
2023

 VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Life
Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:
 Tyler Howes

Re:
 Apollomics Inc.

Registration Statement on Form F-4

Filed November 22, 2022, as amended

File No. 333-268525

Dear Mr. Howes:

 Pursuant to Rule 461 of
the rules and regulations promulgated under the Securities Act of 1933, as amended, Apollomics Inc. respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at
4:00 p.m. Washington D.C. time on February 28, 2023, or as soon thereafter as practicable.

 Please call Daniel Nussen of
White & Case LLP at (213) 620-7796 to provide notice of the effectiveness of the Registration Statement.

[Signature Page Follows]

Very truly yours,

Apollomics Inc.

By:

/s/ Guo-Liang Yu

 Name:

 Title:

Guo-Liang Yu
Chief Executive Officer and Chairman of the Board of Directors

cc:
 Sanjeev Redkar, Apollomics Inc.

Brianna MacDonald, Apollomics Inc.

Daniel Nussen, White & Case LLP

James Hu, White & Case LLP

CORRESP
1
filename1.htm

CORRESP

 February 21, 2023

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

100 F Street NE

 Washington, D.C. 20549

Attn: Tyler Howes

Re:
 Apollomics Inc.

 Amendment No. 3 to Registration Statement on Form F-4

 Filed February 10, 2023

 File No. 333-268525

Mr. Howes:

 On behalf of our client,
Apollomics Inc., a Cayman Islands exempted company (the “Company”), we are writing to submit the Company’s responses to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the
United States Securities and Exchange Commission (the “SEC”) with respect to the above-referenced Amendment No. 3 to the Registration Statement on Form F-4 filed on February 10, 2023
(File No. 333-268525, the “Registration Statement”), contained in the Staff’s letter dated February 17, 2023 (the “Comment Letter”).

The Company has filed via EDGAR an Amendment No. 4 to the Registration Statement on Form F-4
(“Amendment No. 4”), which reflects the Company’s responses to the comments received by the Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter is
printed below in bold and is followed by the Company’s response. All page references in the responses set forth below refer to page numbers in Amendment No. 4. Capitalized terms used but not defined herein have the meanings set forth in
Amendment No. 4.

 Registration Statement on Form F-4 filed February 10, 2023

Summary of the Proxy Statement/Prospectus

Subscription Agreements, page 36

1.
 We note that certain accredited investors have entered into subscription agreements to purchase Apollomics
Class B Ordinary Shares and Apollomics Series A Preferred Shares in connection with the business combination. Please further highlight the material differences in the terms and price of securities issued at the time of the IPO as compared to
private placements contemplated at the time of the business combination. Please also disclose if any of Maxpro’s sponsors, directors, officers or their affiliates will participate in this private placement.

 February 21, 2023

 Response: In response to the Staff’s comment, the Company
has revised the disclosure on the cover of the proxy statement/prospectus and pages 15, 26, 30, 34, 36-37, 135-136, 149, 174, 196-197 and 366-367 of Amendment No. 4.

* * *

 Please do not hesitate to
contact Daniel Nussen at (213) 620-7796 of White & Case LLP with any questions or comments regarding this letter.

Best regards,

/s/ White & Case LLP

 cc: Guo-Liang Yu, Apollomics Inc.

 2

United States securities and exchange commission logo
February 17, 2023
Guo-Liang Yu
Chief Executive Officer
Apollomics Inc.
989 E. Hillsdale Blvd., Suite 220
Foster City, CA 94404
Re:Apollomics Inc.
Amendment No. 3 to Registration Statement on Form F-4
Filed February 10, 2023
File No. 333-268525
Dear Guo-Liang Yu:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, 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 comment applies 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.
Amendment No. 3 to Registration Statement on Form F-4
Summary of the Proxy Statement/Prospectus
Subscription Agreements, page 36
1.We note that certain accredited investors have entered into subscription agreements to
purchase Apollomics Class B Ordinary Shares and Apollomics Series A Preferred Shares
in connection with the business combination.  Please further highlight the material
differences in the terms and price of securities issued at the time of the IPO as compared
to private placements contemplated at the time of the business combination.  Please also
disclose if any of Maxpro's sponsors, directors, officers or their affiliates will
participate in this private placement.

 FirstName LastNameGuo-Liang Yu
 Comapany NameApollomics Inc.
 February 17, 2023 Page 2
 FirstName LastName
Guo-Liang Yu
Apollomics Inc.
February 17, 2023
Page 2
            You may contact Christine Torney at 202-551-3652 or Kevin Vaughn at 202-551-3494 if
you have questions regarding comments on the financial statements and related matters. Please
contact Tyler Howes at 202-551-3370 or Suzanne Hayes at 202-551-3675 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Daniel Nussen, Esq.

CORRESP
1
filename1.htm

CORRESP

 December 22, 2022

VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Life Sciences

 100 F Street
NE

 Washington, D.C. 20549

White & Case LLP
 555 South Flower Street

Suite 2700

Los Angeles, California 90071-2433

T +1 213 620 7700

whitecase.com

 Attn:

Tyler Howes

Re:

 Apollomics Inc.

 Amendment
No. 1 to Registration Statement on Form F-4

 Filed December 15, 2022

File No. 333-268525

 Mr. Howes:

On behalf of our client, Apollomics Inc., a Cayman Islands exempted company (the “Company”), we are writing to submit the
Company’s responses to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “SEC”) with respect to the above-referenced
Amendment No. 1 to the Registration Statement on Form F-4 filed on December 15, 2022 (File No. 333-268525, the “Registration Statement”),
contained in the Staff’s letter dated December 19, 2022 (the “Comment Letter”).

 The Company has filed via
EDGAR an Amendment No. 2 to the Registration Statement on Form F-4 (“Amendment No. 2”), which reflects the Company’s responses to the comments received by the
Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter is printed below in bold and is followed by the Company’s response. All page references in the responses set forth below refer to page
numbers in Amendment No. 2. Capitalized terms used but not defined herein have the meanings set forth in Amendment No. 2.

 Registration
Statement on Form F-4 filed December 15, 2022

 Information about Apollomics

Drug Candidate Development Status, page 215

1.
 We note your revised disclosure in response to prior comment 6 and reissue in part. Please remove the third
party trials from your pipeline table as disclosure indicates you do not have any direct financial interest in the development of these product candidates by third parties. We will not object to a narrative discussion of your rights to access
clinical trial data and potential to benefit from feedback from regulators.

 December 22, 2022

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 215 and 286 of Amendment No. 2.

 Employment Agreements, page 337

2.
 Please file the employment agreements entered into with your executive officers as exhibits to your
registration statement. Refer to Item 601(b)(10)(ii)(A) of Regulation S-K for guidance.

Response: The Company respectfully advises the Staff that the Company does not believe that the employment agreements are required to
be filed pursuant to Item 601 of Regulation S-K.

 Pursuant to Item 601(b)(10)(iii)(C)(5) of
Regulation S-K, the Company is not required to file any compensatory plan, contract or arrangement as an exhibit to the Registration Statement if it is a foreign private issuer that furnishes compensatory
information under Item 402(a)(1) and the public filing of such plan, contract or arrangement, or portion thereof, is not required in the registrant’s home country and is not otherwise publicly disclosed by the registrant. Item 402(a)(1)
provides that a foreign private issuer will be deemed to comply with the requirements of such Item if it provides the information required by Items 6.B and 6.E.2 of Form 20-F, with more detailed information
provided if otherwise made publicly available or required to be disclosed by the issuer’s home jurisdiction or a market in which its securities are listed or traded. Item 18(a)(7)(ii) of Form F-4 also
directs an issuer to provide the information required by Items 6.B and 6.E of Form 20-F with respect to each person who will serve as a director or an executive officer of the surviving or acquiring company.
Instruction 4(c)(v) to the Exhibits to Form 20-F further provides that public filing of a management contract or compensatory plan, contract or arrangement, or portion thereof, is not required if the filing of
such materials is not required in the registrant’s home country and is not otherwise publicly disclosed by the registrant.

 The
Company is the registrant under the Registration Statement and is a foreign private issuer. Consequently, the Company respectfully submits that because the agreements referenced in the Staff’s comment are not required to be publicly filed in
the Cayman Islands and are not otherwise publicly disclosed by the Company, such agreements are not required to be filed as exhibits to the Registration Statement.

* * *

 Please do not hesitate to
contact Daniel Nussen of White & Case LLP at (213) 620-7796 with any questions or comments regarding this letter.

Best regards,

 /s/ White & Case LLP

cc:
 Guo-Liang Yu, Apollomics Inc.

 2

United States securities and exchange commission logo
December 19, 2022
Guo-Liang Yu
Chief Executive Officer
Apollomics Inc.
989 E. Hillsdale Blvd., Suite 220
Foster City, CA 94404
Re:Apollomics Inc.
Amendment No. 1 to Registration Statement on Form F-4
Filed December 15, 2022
File No. 333-268525
Dear Guo-Liang Yu:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our December 5, 2022 letter.
Amendment No. 1 to Registration Statement on Form F-4
Information about Apollomics
Drug Candidate Development Status, page 215
1.We note your revised disclosure in response to prior comment 6 and reissue in
part.  Please remove the third party trials from your pipeline table as disclosure indicates
you do not have any direct financial interest in the development of these product
candidates by third parties. We will not object to a narrative discussion of your rights to
access clinical trial data and potential to benefit from feedback from regulators.

 FirstName LastNameGuo-Liang Yu
 Comapany NameApollomics Inc.
 December 19, 2022 Page 2
 FirstName LastName
Guo-Liang Yu
Apollomics Inc.
December 19, 2022
Page 2
Employment Agreements, page 337
2.Please file the employment agreements entered into with your executive officers as
exhibits to your registration statement.  Refer to Item 601(b)(10)(ii)(A) of Regulation S-K
for guidance.
            You may contact Christine Torney at 202-551-3652 or Kevin Vaughn at 202-551-3494 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.

CORRESP
1
filename1.htm

CORRESP

 December 14, 2022

VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Life Sciences

 100 F Street
NE

 Washington, D.C. 20549

 White & Case
LLP

 555 South Flower Street

 Suite 2700

Los Angeles, California 90071-2433

 T +1 213 620 7700

 whitecase.com

 Attn: Tyler Howes

Re:
 Apollomics Inc.

Registration Statement on Form F-4

Filed November 22, 2022

File No. 333-268525

Mr. Howes:

 On behalf of our client,
Apollomics Inc., a Cayman Islands exempted company (the “Company”), we are writing to submit the Company’s responses to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the
United States Securities and Exchange Commission (the “SEC”) with respect to the above-referenced registration statement on Form F-4 filed on November 22, 2022 (File No. 333-268525, the “Registration Statement”), contained in the Staff’s letter dated December 5, 2022 (the “Comment Letter”).

The Company has filed via EDGAR an Amendment No. 1 to the Registration Statement on Form F-4
(“Amendment No. 1”), which reflects the Company’s responses to the comments received by the Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter is
printed below in bold and is followed by the Company’s response. All page references in the responses set forth below refer to page numbers in Amendment No. 1. Capitalized terms used but not defined herein have the meanings set forth in
Amendment No. 1.

 Registration Statement on 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.

Response: In response to the Staff’s comment, the Company has revised the disclosure on the cover page and page 42 of
Amendment No. 1.

 December 14, 2022

 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.

Response: In response to the Staff’s comment, the Company has revised the definition of Greater China on page 4 of Amendment
No. 1.

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.

 Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 53 of Amendment No. 1.

 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.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages
11-12, 121-122 and 198 of Amendment No. 1 and has filed a tax opinion of Nelson Mullins Riley & Scarborough LLP as Exhibit 8.1.

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.

 2

 December 14, 2022

 Response: In response to the Staff’s comment, the Company has increased the size
of the pipeline table appearing on pages 215 and 284 and the graphics appearing on pages 235 and 240.

 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.

Response: In response to the Staff’s comment, the Company has revised the disclosure on
pages 215-216 of Amendment No. 1 to explain how the development of the Company’s drug candidates through third party trials could benefit the regulatory status and development costs of such drug
candidates in the geographies and trials for which the Company is responsible and does control.

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.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 239-240 of Amendment No. 1.

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.

 Response: The Company respectfully advises the Staff that Maxpro Capital Acquisition Corp.’s historical
financial information included in the unaudited pro forma condensed combined financial information presented in the Registration Statement need not be revised to be consistent with Maxpro Capital Acquisition Corp.’s most recent financial
statements presented in the Registration Statement under Rule 11-02(c) of Regulation S-X
(“Rule 11-02(c)”).

 The Company is the registrant under the Registration
Statement on Form F-4 and is a foreign private issuer.

Rule 11-02(c) requires the presentation of (i) a pro forma condensed balance sheet as of the
end of the most recent period for which a consolidated balance sheet of the registrant is required by Rule 3-01 of Regulation S-X (“Rule 3-01”) and (ii) a pro forma condensed statement of comprehensive income for (a) the most

 3

 December 14, 2022

recent fiscal year and (b) the period from the most recent fiscal year end to the most recent interim date for which a balance sheet is required.

Under Rule 3-01, a foreign private issuer may file the financial statements required by
Item 8.A of Form 20-F (“Item 8.A”) in lieu of the financial statements specified in Rule 3-01. Item 8.A provides that “If
the document is dated more than nine months after the end of the last audited financial year, it should contain consolidated interim financial statements, which may be unaudited (in which case that fact should be stated), covering at least the first
six months of the financial year.” Item 8.A further provides “If, at the date of the document, the company has published interim financial information that covers a more current period than those otherwise required by this standard,
the more current interim financial information must be included in the document.”

 In addition, Section 6220.8(a) of the Division
of Corporation Finance’s Financial Reporting Manual states that “The age of the pro forma financial information included in a registration statement is based on the age of financial statements requirement applicable to the registrant. If a
foreign private issuer files a Form F-4 and the target company is a U.S. domestic registrant, the age of the pro forma information may be determined by reference to Item 8 of Form 20-F. By contrast, if a U.S. domestic registrant files a Form S-4 and the target company is a foreign private issuer, the age of the pro forma information must
be determined by reference to S-X 3-12.”

 In
accordance with Item 8.A, and because the Company (i.e., the registrant) is a foreign private issuer filing a Form F-4, the Company has included unaudited interim financial statements as of
June 30, 2022 and for the six months ended June 30, 2022 and 2021. The Company has not published interim financial information that covers a more current period. As required by Rule 11-02(c),
the Company has included (i) a pro forma condensed combined statement of financial position as of June 30, 2022, which is the end of the most recent period for which a consolidated balance sheet of the Company is required by Rule 3-01, and (ii) pro forma condensed combined income statements for (a) the twelve months ended December 31, 2021, which is the Company’s most recent fiscal year, and (b) the six
months ended June 30, 2022, which is the period from the most recent fiscal year end to the most recent interim date for which a balance sheet is required. We further believe that it is appropriate to present the financial information of Maxpro
Capital Acquisition Corp. for the same periods as the Company in the unaudited pro forma condensed combined financial information. As such, we respectfully submit that the unaudited pro forma condensed combined financial information presented in the
Registration Statement complies with Rule 11-02(c) and need not be revised in the manner described in the comment of the Staff.

* * *

 Please do not hesitate to
contact Daniel Nussen at (213) 620-7796 of White & Case LLP with any questions or comments regarding this letter.

 4

 December 14, 2022

 Best regards,

/s/ White & Case LLP

cc:
 Guo-Liang Yu, Apollomics Inc.

 5

United States securities and exchange commission logo
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.

CORRESP
1
filename1.htm

CORRESP

 November 22, 2022

VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Life Sciences

 100 F Street
NE

 Washington, D.C. 20549

 White & Case
LLP

 555 South Flower Street

 Suite 2700

Los Angeles, California 90071-2433

 T +1 213 620 7700

 whitecase.com

Attn:
 Tyler Howes

Re:
 Apollomics Inc.

Draft Registration Statement on Form F-4

Submitted September 29, 2022

CIK No. 0001944885

 Mr. Howes:

 On behalf of our client, Apollomics Inc., a Cayman Islands exempted company (the “Company”), we are writing to submit
the Company’s responses to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “SEC”) with respect to the above-referenced
draft registration statement on Form F-4 submitted on September 29, 2022 (the “Draft Registration Statement”), contained in the Staff’s letter dated October 26, 2022 (the
“Comment Letter”).

 The Company has filed via EDGAR its first Registration Statement on Form F-4 (the “Registration Statement”), which reflects the Company’s responses to the comments received by the Staff and certain updated information. For ease of reference, each comment contained
in the Comment Letter is printed below in bold and is followed by the Company’s response. All page references in the responses set forth below refer to page numbers in the Registration Statement. Capitalized terms used but not defined herein
have the meanings set forth in the Registration Statement.

 Draft Registration Statement on Form F-4 submitted
September 29, 2022

 Cover Page

1.
 We note your disclosure that you face various legal and operational risks associated with doing business in
China. Please revise to make clear whether these risks could cause the value of your securities to significantly decline or be worthless. Please also revise your disclosure to address how recent statements and regulatory actions by China’s
government, such as those related to data security and anti-monopoly concerns, have or may impact Apollomics’ ability to conduct its business, accept foreign investments, or list on a U.S. or other foreign exchange.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on the cover page of the Registration
Statement.

 November 22, 2022

2.
 Clearly disclose how you will refer to the holding company and subsidiaries when providing the disclosure
throughout the document so that it is clear to investors which entity the disclosure is referencing and which subsidiaries or entities are conducting the business operations. Additionally, revise your diagram of the structure of Apollomics following
the business combination on page 27 to briefly describe the operations of your subsidiaries.

 Response: In
response to the Staff’s comment, the Company has revised the disclosure on the cover page of the Registration Statement to disclose how the Company refers to the holding company and subsidiaries throughout the Registration Statement and which
subsidiaries are conducting the Company’s business operations. The Company has also revised the diagram of the structure of the Company before and following the Business Combination by adding clarifying notes on pages 28 and 29 to briefly
describe the operations of the Company’s subsidiaries.

3.
 Please provide a description of how cash is transferred through your organization and disclose your
intentions to distribute earnings. State whether any transfers, dividends, or distributions have been made to date between the holding company and its subsidiaries, or to investors, and quantify the amounts where applicable. Provide a
cross-reference to the consolidated financial statements.

 Response: In response to the Staff’s comment,
the Company has provided the requested disclosure and a cross-reference to the consolidated financial statements on the cover page of the Registration Statement.

4.
 We note your disclosure that the Statement of Protocol with the CSRC and the Ministry of Finance of the
People’s Republic of China establishes a framework for the PCAOB to conduct inspections and investigations of PCAOB-registered public accounting firms in mainland China and Hong Kong. Please revise to also disclose that the PCAOB will be
required to reassess its determinations by the end of 2022.

 Response: In response to the Staff’s
comment, the Company has revised the disclosure on the cover page of the Registration Statement to disclose that the PCAOB will be required to reassess its determinations by the end of 2022.

Industry and Market Data, page 2

5.
 We note your disclosure that industry publications, research, studies and forecasts generally state that the
information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. This statement implies a disclaimer of responsibility for this information in the
registration statement. Please either revise this section to remove such implication or specifically state that you are liable for all information in the registration statement.

Response: The Company acknowledges the Staff’s comment and has removed such statement.

 2

 November 22, 2022

 Questions and Answers About the Proposals

Q. What conditions must be satisfied to complete the Business Combination?, page 18

6.
 Please revise to identify the conditions that the parties may waive and still proceed with the business
combination, as you have done on page 174.

 Response: In response to the Staff’s comment, the Company has
revised the disclosure on pages 18 and 19 of the Registration Statement to identify the conditions that the parties may waive and still proceed with the Business Combination.

Q. How will the Sponsor and Maxpro’s officers and directors vote in connection with the Stockholder Proposals?, page 23

7.
 Please disclose if any consideration was received by the Sponsors in connection with their agreement to vote
their shares in favor of the business combination agreement.

 Response: In response to the Staff’s
comment, the Company has revised the disclosure on pages 23 and 24 of the Registration Statement.

 Q. May the Sponsor or Maxpro’s directors,
officers or advisors, or their affiliates, purchase shares in connection..., page 24

8.
 We note the statement that the Sponsors and their affiliates may purchase shares and/or warrants with the
purpose of voting them in favor of the Business Combination. Please provide your analysis on how such purchases would comply with the requirements of Rule 14e-5. Consider the guidance provided by Tender Offer
Rules and Schedules Compliance and Disclosure Interpretation Question 166.01 in your response.

 Response: The
Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 23, 24 and 25 of the Registration Statement to reflect the Staff’s guidance in Tender Offer and Schedules CDI Question 166.01.

Summary of the Proxy Statement/Prospectus

 Apollomics,
page 25

9.
 Please revise your summary to provide more background on Apollomics’ business including a more complete
discussion of the development status of your products. Please also discuss any steps you must take before commercialization of your product candidates.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 26 - 27 of the Registration
Statement.

 3

 November 22, 2022

10.
 Clearly identify the entity in which investors hold their interest and the entities in which the
company’s operations are conducted.

 Response: In response to the Staff’s comment, the Company has
revised the disclosure on pages 27 - 29 and page 41 of the Registration Statement.

11.
 Disclose that trading in your securities may be prohibited under the Holding Foreign Companies Accountable
Act if the PCAOB determines that it cannot inspect or investigate completely your auditor, and that as a result an exchange may determine to delist your securities. Disclose whether your auditor is subject to the determinations announced by the
PCAOB on December 16, 2021.

 Response: In response to the Staff’s comment, the Company has provided
the requested disclosure on page 43 of the Registration Statement.

 Structure of Apollomics Before the Business Combination, page 26

12.
 Please revise your disclosure to affirmatively state, if true, that Apollomics’ corporate structure
contains no variable interest entities.

 Response: In response to the Staff’s comment, the Company has
revised the disclosure on the cover page and on pages 28, 29 and 41 of the Registration Statement to affirmatively state that the Company’s corporate structure contains no variable interest entities.

13.
 Provide a clear description of how cash is transferred through your organization. Disclose your intentions
to distribute earnings. Quantify any cash flows and transfers of other assets by type that have occurred between the holding company and its subsidiaries, and the direction of transfer. Quantify any dividends or distributions that a subsidiary has
made to the holding company and which entity made such transfer, and their tax consequences. Similarly quantify dividends or distributions made to U.S. investors, the source, and their tax consequences. Your disclosure should make clear if no
transfers, dividends, or distributions have been made to date. Describe any restrictions on foreign exchange and your ability to transfer cash between entities, across borders, and to U.S. investors. Describe any restrictions and limitations on your
ability to distribute earnings from the company, including your subsidiaries, to the parent company and U.S. investors. Additionally, disclose if you have specific cash management policies that dictate how funds are transferred through your
organization and if applicable, describe such policies and procedures.

 Response: In response to the
Staff’s comment, the Company has provided the requested disclosure on pages 41 - 43 of the Registration Statement and added cross references to such disclosure on pages 28 and 30 of the Registration Statement.

PRC Regulatory Approvals, page 34

14.
 Please revise your disclosure to state affirmatively whether you have received all requisite permissions or
approvals and whether any permissions or approvals have been denied. We note your disclosure that you relied on the advice of PRC counsel JunHe LLP. Please file the consent of counsel as an exhibit to the registration statement.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 40 and 173
of the Registration Statement and has filed the consent of the PRC counsel JunHe LLP as an exhibit to the Registration Statement.

 4

 November 22, 2022

 Summary of Certain Risk Factors, page 38

15.
 In your summary of risk factors, disclose the risks that your corporate structure and being based in or
having the majority of the company’s operations in China poses to investors. In particular, describe the significant regulatory, liquidity, and enforcement risks with cross-references to the more detailed discussion of these risks in the
prospectus. For example, specifically discuss risks arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice;
and the risk that the Chinese government may intervene or influence your operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in
your operations and/or the value of the securities you are registering for sale. Acknowledge any risks that any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign
investment in China-based issuers could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. For each summary
risk factor, provide a cross reference to the corresponding risk factor in the risk factors section.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 44 - 46 of the Registration
Statement. We respectfully advise the Staff that adding individual cross-references for each corresponding risk factor would necessarily lengthen the summary risk factor disclosure to greater than two pages in length, a requirement under Item 105 of
Regulation S-K, without removing the summary risk factors arguably most material to investors. In addition, we respectfully advise the Staff that the disclosure on pages 44 and 46 should provide sufficient and
customary disclosure to guide an investor to the location of each corresponding risk factor in the Risk Factors section of the Registration Statement.

16.
 Please relocate your discussion of risks related to your operations in China to the beginning of this
section and make a corresponding change in your risk factors section. In your revisions, consider separating the risks highlighted here into distinct sections, as you have done in your risk factors section.

Response: In response to the comment of the Staff, the Company has relocated the discussions of risks related to its operations in China
to the beginning of this section and has made a corresponding change to the risk factors section. The Company has also separated such risks into distinct sections.

Risks Related to Doing Business in China, page 102

17.
 We note that your definition of “China” and “PRC” on page 3 excludes Hong Kong, Macau
and Taiwan for the purposes of your Proxy Statement/Prospectus. Please revise to clarify, where appropriate, that the legal and operational risks of doing business in China also apply to operations in Hong Kong and Macau.

 5

 November 22, 2022

 Response: The Company acknowledges the Staff’s comment and has revised the
disclosure on pages 49 - 60 of the Registration Statement.

18.
 Given the Chinese government’s significant oversight and discretion over the conduct of your business,
please revise to highlight separately the risk that the Chinese government may intervene or influence your operations at any time, which could result in a material change in your operations and/or the value of the securities you are registering.
Also, given recent statements by the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, acknowledge the risk that any such action
could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 49 - 52 of the Registration
Statement.

19.
 In light of recent events indicating greater oversight by the Cyberspace Administration of China (CAC) over
data security, particularly for companies seeking to list on a foreign exchange, please revise your disclosure to explain how this oversight impacts your business and 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.

 Response: In response to the Staff’s
comment, the Company has revised the disclosure on pages 51 - 54 of the Registration Statement.

 Apollomics audit report to be included in our proxy
statement/prospectus was prepared by an auditor located in mainland China..., page 109

20.
 We note your disclosure about the Holding Foreign Companies Accountable Act. Update your disclosure to
reflect that the Commissio

United States securities and exchange commission logo
October 26, 2022
Guo-Liang Yu
Chief Executive Officer
Apollomics Inc.
989 E. Hillsdale Blvd., Suite 220
Foster City, CA 94404
Re:Apollomics Inc.
Draft Registration Statement on Form F-4
Submitted September 29, 2022
CIK No. 0001944885
Dear Guo-Liang Yu:
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-4 submitted September 29, 2022
Cover Page
1.We note your disclosure that you face various legal and operational risks associated with
doing business in China. Please revise to make clear whether these risks could cause the
value of your securities to significantly decline or be worthless. Please also revise your
disclosure to address how recent statements and regulatory actions by China’s
government, such as those related to data security and anti-monopoly concerns, have or
may impact Apollomics' ability to conduct its business, accept foreign investments, or list
on a U.S. or other foreign exchange.
2.Clearly disclose how you will refer to the holding company and subsidiaries when
providing the disclosure throughout the document so that it is clear to investors which

 FirstName LastNameGuo-Liang Yu
 Comapany NameApollomics Inc.
 October 26, 2022 Page 2
 FirstName LastNameGuo-Liang Yu
Apollomics Inc.
October 26, 2022
Page 2
entity the disclosure is referencing and which subsidiaries or entities are conducting the
business operations. Additionally, revise your diagram of the structure of Appollomics
following the business combination on page 27 to briefly describe the operations of your
subsidiaries.
3.Please provide a description of how cash is transferred through your organization and
disclose your intentions to distribute earnings.  State whether any transfers, dividends, or
distributions have been made to date between the holding company and its subsidiaries, or
to investors, and quantify the amounts where applicable.  Provide a cross-reference to the
consolidated financial statements.
4.We note your disclosure that the Statement of Protocol with the CSRC and the Ministry of
Finance of the People's Republic of China establishes a framework for the PCAOB to
conduct inspections and investigations of PCAOB-registered public accounting firms in
mainland China and Hong Kong. Please revise to also disclose that the PCAOB will be
required to reassess its determinations by the end of 2022.
Industry and Market Data, page 2
5.We note your disclosure that industry publications, research, studies and forecasts
generally state that the information they contain has been obtained from sources believed
to be reliable, but that the accuracy and completeness of such information is not
guaranteed.  This statement implies a disclaimer of responsibility for this information in
the registration statement.  Please either revise this section to remove such implication or
specifically state that you are liable for all information in the registration statement.
Questions and Answers about the Proposals
Q. What conditions must be satisfied to complete the Business Combination?, page 18
6.Please revise to identify the conditions that the parties may waive and still proceed with
the business combination, as you have done on page 174.
Q. How will the Sponsor and Maxpro's officers and directors vote in connection with the
Stockholder Proposals?, page 23
7.Please disclose if any consideration was received by the Sponsors in connection with their
agreement to vote their shares in favor of the business combination agreement.
Q. May the Sponsor or Maxpro's directors, officers or advisors, or their affiliates, purchase
shares in connection..., page 24
8.We note the statement that the Sponsors and their affiliates may purchase shares and/or
warrants with the purpose of voting them in favor of the Business Combination.  Please
provide your analysis on how such purchases would comply with the requirements of Rule
14e-5.  Consider the guidance provided by Tender Offer Rules and Schedules Compliance
and Disclosure Interpretation Question 166.01 in your response.

 FirstName LastNameGuo-Liang Yu
 Comapany NameApollomics Inc.
 October 26, 2022 Page 3
 FirstName LastName
Guo-Liang Yu
Apollomics Inc.
October 26, 2022
Page 3
Summary of the Proxy Statement/Prospectus
Apollomics, page 25
9.Please revise your summary to provide more background on Apollomics' business
including a more complete discussion of the development status of your products.  Please
also discuss any steps you must take before commercialization of your product candidates.
10.Clearly identify the entity in which investors hold their interest and the entities in which
the company’s operations are conducted.
11.Disclose that trading in your securities may be prohibited under the Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot inspect or investigate
completely your auditor, and that as a result an exchange may determine to delist your
securities.  Disclose whether your auditor is subject to the determinations announced by
the PCAOB on December 16, 2021.
Structure of Apollomics Before the Business Combination, page 26
12.Please revise your disclosure to affirmatively state, if true, that Apollomics' corporate
structure contains no variable interest entities.
13.Provide a clear description of how cash is transferred through your organization.  Disclose
your intentions to distribute earnings.  Quantify any cash flows and transfers of other
assets by type that have occurred between the holding company and its subsidiaries, and
the direction of transfer.  Quantify any dividends or distributions that a subsidiary
has made to the holding company and which entity made such transfer, and their tax
consequences.  Similarly quantify dividends or distributions made to U.S. investors, the
source, and their tax consequences.  Your disclosure should make clear if no transfers,
dividends, or distributions have been made to date.  Describe any restrictions on foreign
exchange and your ability to transfer cash between entities, across borders, and to U.S.
investors.  Describe any restrictions and limitations on your ability to distribute earnings
from the company, including your subsidiaries, to the parent company and U.S. investors.
Additionally, disclose if you have specific cash management policies that dictate how
funds are transferred through your organization and if applicable, describe such policies
and procedures.
PRC Regulatory Approvals, page 34
14.Please revise your disclosure to state affirmatively whether you have received all requisite
permissions or approvals and whether any permissions or approvals have been denied. We
note your disclosure that you relied on the advice of PRC counsel JunHe LLP. Please file
the consent of counsel as an exhibit to the registration statement.

 FirstName LastNameGuo-Liang Yu
 Comapany NameApollomics Inc.
 October 26, 2022 Page 4
 FirstName LastName
Guo-Liang Yu
Apollomics Inc.
October 26, 2022
Page 4
Summary of Certain Risk Factors, page 38
15.In your summary of risk factors, disclose the risks that your corporate structure and being
based in or having the majority of the company’s operations in China poses to investors.
In particular, describe the significant regulatory, liquidity, and enforcement risks with
cross-references to the more detailed discussion of these risks in the prospectus.  For
example, specifically discuss risks arising from the legal system in China, including risks
and uncertainties regarding the enforcement of laws and that rules and regulations in
China can change quickly with little advance notice; and the risk that the Chinese
government may intervene or influence your operations at any time, or may exert more
control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of the
securities you are registering for sale.  Acknowledge any risks that any actions by the
Chinese government to exert more oversight and control over offerings that are conducted
overseas and/or foreign investment in China-based issuers could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless. For each
summary risk factor, provide a cross reference to the corresponding risk factor in the risk
factors section.
16.Please relocate your discussion of risks related to your operations in China to the
beginning of this section and make a corresponding change in your risk factors section.  In
your revisions, consider separating the risks highlighted here into distinct sections, as you
have done in your risk factors section.
Risks Related to Doing Business in China, page 102
17.We note that your definition of "China" and "PRC" on page 3 excludes Hong Kong,
Macau and Taiwan for the purposes of your Proxy Statement/Prospectus.  Please revise to
clarify, where appropriate, that the legal and operational risks of doing business in China
also apply to operations in Hong Kong and Macau.
18.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please revise to highlight separately the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a material
change in your operations and/or the value of the securities you are registering.  Also,
given recent statements by the Chinese government indicating an intent to exert more
oversight and control over offerings that are conducted overseas and/or foreign investment
in China-based issuers, acknowledge the risk that any such action could significantly limit
or completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
19.In light of recent events indicating greater oversight by the Cyberspace Administration of
China (CAC) over data security, particularly for companies seeking to list on a foreign
exchange, please revise your disclosure to explain how this oversight impacts your

 FirstName LastNameGuo-Liang Yu
 Comapany NameApollomics Inc.
 October 26, 2022 Page 5
 FirstName LastName
Guo-Liang Yu
Apollomics Inc.
October 26, 2022
Page 5
business and 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.
Apollomics audit report to be included in our proxy statement/prospectus was prepared by an
auditor located in mainland China..., page 109
20.We note your disclosure about the Holding Foreign Companies Accountable Act.  Update
your disclosure to reflect that the Commission adopted rules to implement the HFCAA
and that, pursuant to the HFCAA, the PCAOB has issued its report notifying the
Commission of its determination that it is unable to inspect or investigate completely
accounting firms headquartered in mainland China or Hong Kong.
Apollomics has concluded that there is a significant deficiency in its internal control over
financial reporting..., page 131
21.Please revise this risk factor to identify the nature of the significant deficiency and discuss
the steps you have taken, or will take, in order to remediate the significant deficiency in
your internal controls.
Proposal No. 1 - The Business Combination Proposal
Background of the Business Combination, page 139
22.Please clarify when Maxpro decided not to proceed with a transaction with Target
A or Target B.  Please also provide a more fulsome discussion of Maxpro's reasoning for
not entering into a transaction with either of these potential targets.
23.Please disclose Maxpro's initial valuation of Apollomics and revise to quantify the final
valuation agreed upon in connection with the business combination.  Clarify if there were
any differences between the two valuations and clearly state the reasoning for any such
changes. Please also explain the basis for the Maxpro Board's valuation, including the
underlying methodology and assumptions. We note for example your disclosure that at the
September 7 meeting, representatives of ARC Group Ltd. discussed the valuation of
Apollomics. Discuss the valuation analyses provided to the Maxpro Board.
Proposal No. 1 - The Business Combination Proposal
Description of Fairness Opinion of Marshall & Stevens, page 147
24.We note your disclosure that Marshall & Stevens did not update or revise its fairness
opinion to reflect the transaction structure whereby Apollomics will issue its securities to
shareholders of Maxpro with Apollomics as the surviving company. Please expand your
disclosure here and in references throughout the filing to explain the implications of this
fact to investors, including how the Maxpro Board considered this fact in determining to
recommend the terms of the business combination.

 FirstName LastNameGuo-Liang Yu
 Comapany NameApollomics Inc.
 October 26, 2022 Page 6
 FirstName LastName
Guo-Liang Yu
Apollomics Inc.
October 26, 2022
Page 6
Certain Unaudited Prospective Financial Information Regarding Apollomics, page 153
25.We note the disclaimers throughout this section that readers are cautioned not to rely
on the prospective financial projections.  While it is acceptable to include qualifying
language concerning subjective analyses, it is inappropriate to indicate that investors
cannot rely on disclosure.  Please revise accordingly.
Certain Material Tax Considerations
Tax Consequences to U.S. Holders of the Merger, page 186
26.We note your disclosure that the parties "intend" for this transaction to qualify as
a reorganization within the meaning of Section 368(a) of the Internal Revenue
Code.  Please have counsel provide a tax opinion addressing the material tax
consequences to shareholders.  The tax opinion should address and express a conclusion
for each material federal tax consequence.  For additional guidance concerning
assumptions and opinions subject to uncertainty, refer to Section III.C. 3 and 4 of Staff
Legal Bulletin No. 19.
Information about Apollomics, page 201
27.Please include a more detailed description of Apollomics’ corporate history.  For example,
we note from your disclosure on page 229 that Apollomics’ wholly-owned subsidiary was
originally spun-off from Crown Biosciences International and much of the intellectual
property owned by Apollomics was transferred to them as part of this spin-off.  Please
revise to include this information in your overview of Apollomics on page 201.
28.Please increase the size of the graphics appearing throughout this section so that the text is
legible, including the pipeline table on page 203. We may have further comment after
reviewing your response.
Immuno-Oncology Drugs, page 202
29.We to note your statement that APL-501 has “has anti-tumor activity comparable to the
marketed anti-PD-1 antibody.”  Please revise to remove conclusions regarding the
efficacy of your product candidates. Please also revise to clarify whether the study
producing these results was conducted as a head-to-head trial against this conventional
method.  To the extent that this is not a head-to-head trial, please remov