Full Press Release Details
the Cayman Islands as an exempted company with limited liability)
989 E. Hillsdale Blvd., Suite 220
Foster City, California 94404
GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 4, 2025
NOTICE IS HEREBY GIVEN that in accordance with the Company's Sixth Amended and Restated Articles of Association (the
"Articles"), an extraordinary general meeting (the "Meeting") of shareholders of Apollomics Inc. (the "Company") will be held on September 4, 2025 at 10:00 a.m. PT, conducted solely
online via live webcast, or as soon thereafter as possible, to consider and if thought appropriate, pass the following resolutions:
These items of business are described in the Proxy Statement that follows this notice. Shareholders of record at the close
of business on August 25, 2025 (the "Record Date") are entitled to notice of and to vote at the Meeting and any adjournments or postponements thereof.
Your vote is important. Voting your shares will ensure the presence of a quorum at the Meeting. Please promptly vote your Class A
ordinary shares. Shareholders who are entitled to attend and vote at the Meeting or any adjournment or postponement thereof are entitled to appoint one or more proxies to attend and vote on that shareholder's behalf. Registered
shareholders who wish to appoint a proxy are requested to complete, date, and sign the enclosed form of proxy in accordance with the instructions set out in the form of proxy and in the proxy statement accompanying this Notice and (i) vote it
online prior to the Meeting at www.proxyvote.com and during the Meeting at www.virtualshareholdermeeting.com/APLM2025SM, (ii) vote it by phone at +1 800-690-6903,
or (iii) mail it in the postage-paid envelope or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Beneficial holders of shares held in street name are entitled to vote those shares in accordance with the
instructions provided by their broker. To ensure that their shares are voted at the upcoming meeting of shareholders, they must follow the instructions provided by their broker.
This Notice of Extraordinary General Meeting of Shareholders and Proxy Statement are first being made
available to shareholders on or about August 28, 2025, and are available on our website at ir.apollomicsinc.com.
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
10:00 a.m., Pacific Time
This Proxy Statement is being furnished to you in connection with the solicitation by the board of directors (the "Board")
of Apollomics Inc., an exempted company incorporated under the laws of the Cayman Islands ("Apollomics," "we," "us," "our" or the "Company"), of proxies
to be used at the Extraordinary General Meeting of Shareholders of the Company (the "Meeting") to be held at 10:00 a.m. PT on Thursday, September 4, 2025 and conducted solely online via live webcast at
INFORMATION CONCERNING VOTING AND SOLICITATION
Please promptly vote by Internet or telephone, or by following the instructions provided by your broker, bank or nominee, so that your
shares can be represented at the Meeting.
Shareholders of record will need their 16-digit
control number to vote. You may vote in one of the following ways:
| Internet | Telephone | At the Meeting | ||
| Shareholders can vote over the Internet at www.proxyvote.com by following the instructions on the proxy card | Shareholders can vote by telephone by calling 1-800-690-6903 and following the instructions on the proxy card | Shareholders can vote their shares during the Meeting via the Internet by following the instructions at www.virtualshareholdermeeting.com/APLM2025SM |
Shareholders who are entitled to attend and vote at the Meeting or any adjournment or postponement thereof are
entitled to appoint one or more proxies to attend and vote on that shareholder's behalf. Registered shareholders who wish to appoint a proxy are requested to complete, date, and sign the enclosed form of proxy in accordance with the
instructions set out in the form of proxy and in the proxy statement accompanying this Notice and (i) vote it online prior to the Meeting at www.proxyvote.com and during the Meeting at www.virtualshareholdermeeting.com/APLM2025SM,
(ii) vote it by phone at +1 800-690-6903, or (iii) mail it in the postage-paid envelope or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way,
Edgewood, NY 11717. Beneficial holders of shares held in street name are entitled to vote those shares in accordance with the instructions provided by their broker. To ensure that their shares are voted at the upcoming meeting of shareholders, they
must follow the instructions provided by their broker.
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS
AND THE EXTRAORDINARY GENERAL MEETING
Q: Why am I receiving this Proxy Statement?
read this information carefully and in its entirety. The enclosed voting materials allow you to vote your shares without attending the Meeting. Your vote is very important, and the Company encourages you to submit your proxy as soon as possible. You
have received this proxy statement because our Board of Directors is soliciting your proxy to vote your shares at the Meeting. This proxy statement includes information that we are required to provide to you under the Company's sixth amended
and restated memorandum and articles of association and applicable law and that is designed to assist you in voting your shares.
Q: What is the purpose of the Meeting?
At the Meeting, shareholders will vote on the matters described in the accompanying Notice of Extraordinary General Meeting of Shareholders and this Proxy
Statement. The only matters expected to be voted upon at the Meeting are the Winding Up Proposal and the Adjournment Proposal.
The Company is proposing
the Winding Up and asking shareholders to approve the Winding Up Proposal because the Company believes that it is unable to continue its ongoing operations and is unable to pay its debts with current cash and anticipated future cash flow balanced
against its liabilities. The Company has been unable to secure additional equity, debt or other financing or sell the Company at a price which would allow the Company to pay its debts and operating expenses going forward. At this juncture, the
directors have a duty to take the actions that they believe will result in the best recovery for the Company's creditors. The Board has therefore deemed it advisable and in the best interests of the Company and its stakeholders to effectuate
the Winding Up by way of the Winding Up Proposal. The Company believes that the Winding Up Proposal presents the best opportunity for the highest possible recovery under the circumstances for all creditors. Further, without immediate financial
investment or liquidity, the directors do not consider that the Company can continue to operate as a going concern.
If the Winding Up Proposal is
approved by our shareholders, voluntary liquidators will be appointed, and all of the powers of the directors shall cease. As required under Cayman Islands law, in order for the voluntary liquidators to bring the liquidation under the supervision of
the Grand Court of the Cayman Islands (the "Court") (see below), the voluntary liquidators must be independent professionals with certain qualifications as required under Cayman Islands law, who will act as agents for Apollomics
Q: Why is Apollomics seeking a shareholder vote on the Winding Up Proposal?
Under Section 116 of the Companies Act (As Revised) (the "Companies Act") of the Cayman Islands, a company incorporated and registered
under the Companies Act may be wound up voluntarily if the company, in a general meeting, resolves by ordinary resolution that it will be wound up voluntarily because it is unable to pay its debts. The Board considers that this shareholder vote is
the most efficient way to commence the Winding Up process, which is in turn appropriate for the reasons described above.
As the Company was incorporated
prior to August 31, 2022, the directors do not have standing to present a petition for the winding up of the Company (see section 94 of the Companies Act).
Q: Why is Apollomics seeking a shareholder vote on the Adjournment Proposal?
Adjourning the Meeting to a later date will give the Company additional time to solicit proxies and obtain sufficient votes in favor of approval of the Winding
Up Proposal if there are not sufficient votes to approve such proposal at the time of the Meeting. Consequently, the Company is seeking your approval of the Adjournment Proposal to ensure that, if necessary, the Company will have enough time to
solicit the required votes for approval of the Winding Up Proposal.
Q: What will happen if the Winding Up is approved?
If the Winding Up is approved by our shareholders, voluntary liquidators will be appointed immediately and a number of steps must be undertaken within 28 days
of the commencement of the Winding Up: (a) notice of the appointment of the voluntary liquidators must be published in the Cayman Islands Official Gazette, which will invite creditors of the Company to submit to the liquidator details of their
claims against the Company; (b) notice of the Winding Up must be filed with the Cayman Islands Registrar of Companies; and (c) the voluntary liquidators' consents to act must be filed with the Cayman Islands Registrar of Companies
before their appointments can become effective. In addition, because the directors expect to be unable to sign declarations as to the Company's solvency, the voluntary liquidators will be required to apply to the Court to continue the Winding
Up under the supervision of the Court, at which point the liquidation will continue as an "official liquidation."
Q: What are the recommendations of the Board for how I should vote my shares?
The Board unanimously recommends that you vote "FOR" the Winding Up Proposal and "FOR" the Adjournment Proposal.
Q: Will shareholders receive payments of liquidating distributions?
It is unclear, at this stage, whether there will be any distributions for the Company's shareholders. If there are substantial recoveries from asset
sales and/or pending transactions, there may be remaining proceeds for shareholders. The liquidation must be dealt with in accordance with Cayman Islands law, with creditors dealt with and paid in priority to shareholders.
Q: Do I have appraisal rights in connection with the Winding Up?
No. Neither Cayman Islands law nor our Sixth Amended and Restated Articles of Association (the "Articles") provide for appraisal or other
similar rights for dissenting shareholders in connection with the Winding Up, and we do not intend to independently provide shareholders with any such right.
Q: What will happen to our ordinary shares if the Winding Up is approved?
If the Winding Up is approved by our shareholders, we will immediately close our share transfer books (the "Effective Time"). From and after
the Effective Time, and subject to applicable law, each holder of ordinary shares shall cease to have any rights in respect of those shares, except the right to receive distributions in connection with the Winding Up. However, as things stand, it is
not clear whether there will be any remaining proceeds for our shareholders.
At the Effective Time, our share transfer records shall be closed, and we
will not record or recognize any transfer of our ordinary shares occurring after the Effective Time, unless the Court otherwise orders. Under Cayman Islands law, no shareholder shall have any appraisal rights in connection with the Winding Up.
Q: When and where will the Meeting be held?
will be held at 10:00 a.m. PT on Thursday, September 4, 2025, and conducted solely online via live webcast at www.virtualshareholdermeeting.com/APLM2025SM. You will be able to vote during the meeting via live webcast.
Q: Who is entitled to vote at the Meeting?
of record holding Class A ordinary shares as of the close of business on August 25, 2025 (the "Record Date") are entitled to receive notice of, attend, and vote at the Meeting and any postponement or adjournment thereof.
At the close of business on the Record Date, 1,103,348 of our Class A ordinary shares were issued and outstanding and entitled to vote. On the basis
that voting at the Meeting will be conducted by way of a poll, each Class A ordinary share issued and outstanding as of the close of business on the Record Date is entitled to one (1) vote on each resolution at the Meeting. You will need
to obtain your own Internet access if you choose to attend the Meeting online and/or vote over the Internet.
Q: How do I vote my shares and what are
the voting deadlines?
Shareholders of record will need their 16-digit control number to vote. If you are a
shareholder of record, there are three ways to vote:
Telephone and Internet voting facilities for shareholders
of record will be available 24 hours a day and will close at 11:59 p.m. ET on September 3, 2025. A proxy card must be received no later than September 3, 2025. Even if you plan to attend the Meeting, we encourage you to vote your shares by
proxy. You may still vote your shares at the meeting even if you have previously voted by proxy.
If your Class A ordinary shares are held in the
name of a bank, broker or other holder of record, you will receive instructions on how to vote from the bank, broker or holder of record. You must follow the instructions of such bank, broker or holder of record in order for your shares to be voted.