冠科美博-A 2026年年度报告和过渡报告

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.☐ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officersduring the relevant recovery period pursuant to§240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: TABLE OF CONTENTS ABOUT THIS ANNUAL REPORTINDUSTRY AND MARKET DATATRADEMARKS, TRADE NAMES AND SERVICE MARKSCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSPART IITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERSITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLEITEM 3.KEY INFORMATIONA.[RESERVED]B.CAPITALIZATION AND INDEBTEDNESSC.REASONS FOR THE OFFER AND USE OF PROCEEDSD.RISK FACTORSITEM 4.INFORMATION ON THE COMPANY.A.HISTORY AND DEVELOPMENT OF THE COMPANYB.BUSINESS OVERVIEWC.ORGANIZATIONAL STRUCTURED.PROPERTY, PLANT AND EQUIPMENTITEM 4A.UNRESOLVED STAFF COMMENTSITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTSA.RESULTS OF OPERATIONSB.LIQUIDITY AND CAPITAL RESOURCESC.RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.D.TREND INFORMATIONE.CRITICAL ACCOUNTING ESTIMATESITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEESA.DIRECTORS AND SENIOR MANAGEMENTB.COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERSC.BOARD PRACTICESD.EMPLOYEESE.SHARE OWNERSHIPITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONSA.MAJOR SHAREHOLDERSB.RELATED PARTY TRANSACTIONSC.INTERESTS OF EXPERTS AND COUNSELITEM 8.FINANCIAL INFORMATIONA.CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATIONB.SIGNIFICANT CHANGESITEM 9.THE OFFER AND LISTINGA.OFFER AND LISTING DETAILSB.PLAN OF DISTRIBUTIONC.MARKETSD.SELLING SHAREHOLDERSE.DILUTIONF.EXPENSES OF THE ISSUEITEM 10.ADDITIONAL INFORMATIONA.SHARE CAPITALB.MEMORANDUM AND ARTICLES OF ASSOCIATIONC.MATERIAL CONTRACTSD.EXCHANGE CONTROLSE.TAXATIONF.DIVIDENDS AND PAYING AGENTSG.STATEMENT BY EXPERTSH.DOCUMENTS ON DISPLAYI.SUBSIDIARY INFORMATIONJANNUAL REPORT TO SECURITY HOLDERSITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIESPART IIITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIESITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDSITEM 15.CONTROLS AND PROCEDURES ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT117ITEM 16B.CODE OF ETHICS117ITEM 16C.PRINCIPAL ACCOUNTING FEES AND SERVICES117ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES118ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS118ITEM 16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT118ITEM 16G.CORPORATE GOVERNANCE118ITEM 16H.MINE SAFETY DISCLOSURE119ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS119ITEM 16J.INSIDER TRADING POLICIES119ITEM 16K.CYBERSECURITY120PART III121ITEM 17.FINANCIAL STATEMENTS121ITEM 18.FINANCIAL STATEMENTS121ITEM 19.EXHIBITS121SIGNATURES124INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1 ABOUT THIS ANNUAL REPORT Except where the context otherwise requires or where otherwise indicated in this annual report (this “Annual Report”), the terms“Apollomics,” the “Company,” “we,” “us,” “our,” “our company” and “our business” refer to Apollomics Inc., together with itsconsolidated subsidiaries as a consolidated entity. All references in this Annual Report to “Business Combination” refer to the transactions effected under the business combinationagreement, dated as of September 14, 2022 (as amended, the “Business Combination Agreement”), by and among Maxpro CapitalAcquisition Corp., a Delaware corporation (“Maxpro”), Apollomics and Project Max SPAC Merger Sub, Inc., a Delaware corporation anda wholly-owned subsidiary of Apollomics (“Merger Sub”). Pursuant to the Business Combination Agreement, Merger Sub merged withand into Maxpro, with Maxpro surviving the merger. Upon consummation of the Business Combination a