Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Apollomics Inc. (Name of Issuer) |
Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) |
G0411D123 (CUSIP Number) |
Hung-Wen Chen 4F, No. 6, Lane 8, Qingtian Street, Da'an District, Taipei City, F5, 106 886932033081 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/30/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | G0411D123 |
| 1 |
Name of reporting person
Hung-Wen Chen | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TAIWAN
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
901,362.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
41.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | G0411D123 |
| 1 |
Name of reporting person
King Regent Management Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
SEYCHELLES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
901,362.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
41.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A ordinary shares, par value $0.0001 per share | |
| (b) | Name of Issuer:
Apollomics Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
989 E. Hillsdale Blvd., Suite 220, Foster City,
CALIFORNIA
, 94404. | |
Item 1 Comment:
On March 30, 2026, Apollomics Inc. (the "Company") entered into a Convertible Promissory Note (the "Note") with Mr. Hung-Wen (Howard) Chen, the Company's Chairman and Chief Executive Officer. Pursuant to the Note, Mr. Chen provided an unsecured bridge loan to the Company in the principal amount of $2,000,000. The principal amount will automatically convert into equity securities of the Company upon the closing of the Company's next equity financing that raises aggregate gross proceeds of not less than $10,000,000 (the "Next Equity Financing"). Upon such conversion, the conversion price will be equal to 80% of the lowest per-share purchase price paid by investors in the Next Equity Financing. If the Note is not converted prior to the eighteen-month anniversary of its issuance (the "Maturity Date"), the Holder may elect to convert the Note into Class A ordinary shares of the Company based on the average closing price of the shares for the ten trading days immediately preceding the Maturity Date. On March 15, 2026, 5,000 shares of the restricted stock units has vested, with each restricted stock unit representing a contingent right to receive one Class A Ordinary Share. | ||
| Item 2. | Identity and Background | |
| (a) | (i) Hung-Wen (Howard) Chen ("Mr. Chen"); and (ii) King Regent Management Limited ("King Regent," and together with Mr. Chen, the "Reporting Persons") | |
| (b) | The business address of Mr. Chen is 4F, No. 6, Lane 8, Qingtian Street, Da'an District, Taipei City 106 Taiwan. The business address of King Regent is 4F, No. 6, Lane 8, Qingtian Street, Da'an District, Taipei City 106 Taiwan. | |
| (c) | (1) Chairman of the Baord and Chief Executive Officer of the Issuer. (2) King Regent is a private investment holding company that is wholly owned by Hung-Wen Chen | |
| (d) | No | |
| (e) | No | |
| (f) | Mr. Chen is a citizen of Taiwan. King Regent is organized under the laws of Republic of Seychelles. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
(1) PF (2) WC | ||
| Item 4. | Purpose of Transaction | |
Investment | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | 901,362 Ordinary Shares 41.8% | |
| (b) | 2,152,205 | |
| (c) | convertible note agreement | |
| (d) | (1) 138,334 Ordinary Shares held directly by Hung-Wen Chen, and (2) 763,028 Ordinary Shares held by King Regent. | |
| (e) | N/A | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Mr. Chen being the sole owner and director of King Regent. On March 30, 2026, Apollomics Inc. (the "Company") entered into a Convertible Promissory Note (the "Note") with Mr. Hung-Wen (Howard) Chen, the Company's Chairman and Chief Executive Officer. Pursuant to the Note, Mr. Chen provided an unsecured bridge loan to the Company in the principal amount of $2,000,000. The principal amount will automatically convert into equity securities of the Company upon the closing of the Company's next equity financing that raises aggregate gross proceeds of not less than $10,000,000 (the "Next Equity Financing"). Upon such conversion, the conversion price will be equal to 80% of the lowest per-share purchase price paid by investors in the Next Equity Financing. If the Note is not converted prior to the eighteen-month anniversary of its issuance (the "Maturity Date"), the Holder may elect to convert the Note into Class A ordinary shares of the Company based on the average closing price of the shares for the ten trading days immediately preceding the Maturity Date. On March 15, 2026, 5,000 shares of the restricted stock units of Mr. Chen has vested, with each restricted stock unit representing a contingent right to receive one Class A Ordinary Share. | ||
| Item 7. | Material to be Filed as Exhibits. | |
10.1 Convertible Promissory Note, dated March 30, 2026, issued by Apollomics Inc. to Hung-Wen Chen (incorporated by reference to the Exhibit 10.1 to Form 6-k filed by APLM on April 1st, 2026) 99.1 Press Release dated April 1, 2026 (incorporated by reference to the Exhibit 99.1 to Form 6-k filed by APLM on April 1st, 2026) | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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