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Maxpro Capital Acquisition Corp. - JMAC

  • Commons

    $9.94

    +0.00%

    JMAC Vol: 35.9K

  • Warrants

    $0.31

    -7.41%

    JMACW Vol: 85.1K

  • Units

    $10.25

    +0.00%

    JMACU Vol: 0.0

Average: 0
Rating Count: 0
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SPAC Stats

Market Cap: 102.3M
Average Volume: 219.8K
52W Range: $9.85 - $9.99
Weekly %: +0.20%
Monthly %: +0.30%
Inst Owners: 0

Info

Target: Searching
Days Since IPO: 111
Unit composition:
Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-half of one redeemable warrant as described in more detail in this prospectus
Trust Size: 10000000.0M

Management

Our officers and directors are as follows: Name Age Position Chen, Hong - Jung (Moses) Chairman, Chief Executive Officer and Director Gau, Wey – Chuan (Albert) Chief Financial Officer and Director Chen, Yi - Kuei (Alex) Director Wu, Soushan Director Chen, Hong - Jung (Moses), Chairman, Chief Executive Officer and Director, who has been Managing Director of Maxpro Ventures LTD since May 2018, which is an investment firm focused on breakthrough biomedical technology companies. Previously, from October 2014 to January 2017, he worked as Vice President and Acting Chief Operating Officer for SyneuRx International Corp., in Taiwan, where he was responsible for supervising the company's daily operation and personally interacting with VC representatives and private investors. He has more than 20 years of experience in formulating and implementing basic research and preclinical development strategies for small molecules, biologics and cell therapy, he is also experienced in advancing drug candidates from discovery to nomination for IND and development. He has filed 14 INDs with 2 Breakthrough Therapy Designation awards from the US FDA and supported clinical development for multiple therapeutic areas including psychiatry, neurology, autoimmune, metabolic disorders, inflammation and peripheral artery disease. Mr. Chen received his Ph.D. in Microbiology and Molecular Genetics from Rutgers, The State University of New Jersey and The University of Medicine and Dentistry of New Jersey. He did his postdoctoral training in neuroscience at California Institute of Technology. We believe Mr. Chen is well-qualified to serve as a member of our board of directors due to his experience in the healthcare industry and his contacts and relationships. Gau, Wey – Chuan (Albert), Chief Financial Officer and Director, has been working as a Consultant at KPMG in Taiwan since February 2021. He was previously a Partner of the Audit Department also at KPMG from July 1998 to January 2021 where he provided accounting, financial audit, tax certification and consulting services. He has provided audit and tax services for KPMG international and local public clients for 30 years, he is familiar with US GAAP, IFRS and US SOX Act related areas. He has also provided consultancy services for IPO, domestic and overseas fund raising, financial and tax planning, organization restructuring, mergers and acquisitions, financial and accounting due diligence work, ESG, ORSA (Own Risk and Solvency Assessment), risk management, internal audit and control advice and examination, IFRS 17, IFRS 9 and other IFRSs and US GAAP adoption. Albert holds a PhD of Accounting in School of Business at Renmin University of China and an MBA of Baruch College, City University of New York. We believe that Mr. Gau is well-qualified to serve as a member of our board of directors due to his accounting experience and his contacts and relationships. Chen, Yi - Kuei (Alex), Independent Director, with backgrounds in biotechnology and venture capital, is the co-founder and managing director of Maxpro Ventures Ltd. since 2013. Mr. Chen’s professional expertise in asset management has led to his successful execution of more than 60 private equity investment transactions in the USA and the Asia-Pacific region. Prior to co-founding Maxpro Ventures Ltd., Mr. Chen was Senior Director of Integral Group from July 2012 to September 2013 where he was jointly in charge of Integral’s Asian transaction process, managed its Shanghai brand, and served as board member of multiple portfolio companies such as Generon Corporation, FusionVax, Inc., and BioLite Inc. From April 1999 to June 2012, Mr. Chen held various senior management positions in the investment division at Central Investment Holdings. During that period, his successful investments included Tanox and Biopure, to name just a few. In addition, Mr. Chen has served as a director of Maxpro Investment Co., Ltd, a venture capital fund since May 2015, Maxpro Capital Management Ltd., a management company since May 2015, Vertex Ventures Ltd., a management company, since October 2017 and Crystal Capital Management Ltd., a management company, since October 2018. Mr. Chen received an MBA from Syracuse University and an MS from the University of Minnesota. We believe that Mr. Chen is well-qualified to serve as a member of our board of directors due to his extensive experience in the biotechnology industry and venture capital industry and his contacts and relationships. 122 Wu, Soushan, Independent Director, is the chair professor of the National Taiwan Normal University since August 2011 and currently the Chief Independent Director of Citi (Taiwan) since June 2019. Prior his role at Citi in Taiwan, from May 2016 to May 2019 Mr. Wu worked as an independent director of YuanTa Financial Holding where he also served as the Chairman of the audit committee. From February 2013 to December 2015, Mr. Wu served as the Chairman of the Taiwan GreTai Securities Market, now known as the Taipei Exchange. From February 2011 to August 2013, Mr. Wu was appointed Chairman at Securities and Futures Institute of Taiwan (“SFI”). During his chairmanship of the Taipei Exchange and SFI, Mr. Wu also set up the mechanism that strongly supports the development of the International Debt Market, and launched the SME Go-Funding zone with the Go-Incubation Board for startup firms in the Taipei Exchange in Taiwan. From August 2000 to January 2011, Mr. Wu served as Dean of College of Management at Chang Gung University. Before that from 1984 to 2000, he was professor at National ChiaoTung University. Mr. Wu devoted more than 30 years of experience in the academic field with an emphasis in the fields of accounting, finance and information management. As to the biomedical industry, Mr. Wu acquired some experience from Energenesis Biomedical Co. Ltd back in 2019 and from the Bristol (Taiwan) as a consult during 1976 to 1979. Mr. Wu earned a Ph.D. in Finance from the University of Florida in February1984. We believe that Mr. Wu is well-qualified to serve as a member of our board of directors due to his extensive experience in the securities and financial industries, as well as his accounting experience, and his contacts and relationships. Number and Terms of Office of Officers and Directors We have five directors. Our board of directors will be divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, consisting of [ ] will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Mr. Chen, Yi - Kuei (Alex) and Mr. Wu, will expire at the second annual meeting of stockholders. The term of office of the third class of directors, consisting of Mr. Chen and Mr. Gau, will expire at the third annual meeting of stockholders. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws provide that our officers may consist of a Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Vice Presidents, Secretary, Treasurer, Assistant Secretaries and such other offices as may be determined by the board of directors. Director Independence Nasdaq listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. We expect that our board of directors will determine that all of our directors, other than Mr. Chen and Mr. Gau are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. 123 Officer and Director Compensation None of our officers has received any cash compensation for services rendered to us. Commencing on the date of this prospectus, we have agreed to pay Maxpro Capital Management LTD, an affiliate of our sponsor, a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. No compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our sponsor, officers or directors or any affiliate of our sponsor, officers or directors, prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors or our or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside the trust account. Other than quarterly audit committee review of such payments, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial business combination. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed initial business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. Committees of the Board of Directors Our board of directors will have two standing committees: an audit committee and a compensation committee. Subject to phase-in rules and a limited exception, Nasdaq rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and Nasdaq rules require that the compensation committee of a listed company be comprised solely of independent directors. Audit Committee Prior to the consummation of this offering, we will establish an audit committee of the board of directors. Messrs. Chen, Yi - Kuei (Alex), Wu and [ ] will serve as members of our audit committee, and Mr. Chen, Yi - Kuei (Alex) will chair the audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. Each of Messrs. Chen, Yi - Kuei (Alex), Wu and [ ] meet the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act. Each member of the audit committee is financially literate and our board of directors has determined that Mr. Chen, Yi - Kuei (Alex) qualifies as an “audit committee financial expert” as defined in applicable SEC rules. We will adopt an audit committee charter, which will detail the principal functions of the audit committee, including: • the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm engaged by us; 124 • pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; • setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations; • setting clear policies for audit partner rotation in compliance with applicable laws and regulations; • obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence; • reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and • reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. Compensation Committee Prior to the consummation of this offering, we will establish a compensation committee of the board of directors. Messrs. Wu, Chen, Yi - Kuei (Alex), and [ ] will serve as members of our compensation committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent. Each of Messrs. Wu, Chen, Yi - Kuei (Alex), and [ ] are independent, and Mr. Wu will chair the compensation committee. We will adopt a compensation committee charter, which will detail the principal functions of the compensation committee, including: •reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, if any is paid by us, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; •reviewing and approving on an annual basis the compensation, if any is paid by us, of all of our other officers; •reviewing on an annual basis our executive compensation policies and plans; •implementing and administering our incentive compensation equity-based remuneration plans; •assisting management in complying with our proxy statement and annual report disclosure requirements; •approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; 125 •if required, producing a report on executive compensation to be included in our annual proxy statement; and •reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. Notwithstanding the foregoing, as indicated above, other than the payment to Maxpro Capital Management LTD, an affiliate of our sponsor, of $10,000 per month, for up to 18 months, for the office space, utilities, and secretarial and administrative support, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination. The charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. Director Nominations We do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules. In accordance with Rule 5605 of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by the board of directors. The board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. Our independent directors will participate in the consideration and recommendation of director nominees. In accordance with Rule 5605 of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a

Holder Stats

1 0
% of Shares Held by All Insider 4.63%
% of Shares Held by Institutions 0.00%
% of Float Held by Institutions 0.00%
Number of Institutions Holding Shares 0

SEC Filings

Form Type Form Description Filing Date Document Link
SC 13G SC 13G 2022-01-13 https://www.sec.gov/Archives/edgar/data/1874259/000110465922004009/tm222641-1_sc13g.htm
SC 13G/A SCHEDULE 13G/A 2021-12-08 https://www.sec.gov/Archives/edgar/data/1874259/000137647421000449/lf_sc13gz.htm
8-K FORM 8-K 2021-11-26 https://www.sec.gov/Archives/edgar/data/1874259/000110465921143812/tm2133886d1_8k.htm
10-Q FORM 10-Q 2021-11-12 https://www.sec.gov/Archives/edgar/data/1874259/000141057821000162/jmacu-20210930x10q.htm
8-K FORM 8-K 2021-10-19 https://www.sec.gov/Archives/edgar/data/1874259/000110465921127563/tm2130235d1_8k.htm
SC 13G SCHEDULE 13G 2021-10-15 https://www.sec.gov/Archives/edgar/data/1874259/000137647421000361/lf_sc13g.htm
SC 13G SC 13G 2021-10-15 https://www.sec.gov/Archives/edgar/data/1874259/000110465921126327/tm2130075d1_sc13g.htm
8-K FORM 8-K 2021-10-14 https://www.sec.gov/Archives/edgar/data/1874259/000110465921125891/tm2129888d1_8k.htm
3 PRIMARY DOCUMENT 2021-10-13 https://www.sec.gov/Archives/edgar/data/1874259/000147450621000150/xslF345X02/primary_doc.xml
424B4 424B4 2021-10-08 https://www.sec.gov/Archives/edgar/data/1874259/000110465921124601/tm2128587d3_424b4.htm
EFFECT 2021-10-07 https://www.sec.gov/Archives/edgar/data/1874259/999999999521003812/xslEFFECTX01/primary_doc.xml
3 PRIMARY DOCUMENT 2021-10-07 https://www.sec.gov/Archives/edgar/data/1874259/000147450621000149/xslF345X02/primary_doc.xml
3 PRIMARY DOCUMENT 2021-10-07 https://www.sec.gov/Archives/edgar/data/1874259/000147450621000148/xslF345X02/primary_doc.xml
3 PRIMARY DOCUMENT 2021-10-07 https://www.sec.gov/Archives/edgar/data/1874259/000147450621000146/xslF345X02/primary_doc.xml
3 PRIMARY DOCUMENT 2021-10-07 https://www.sec.gov/Archives/edgar/data/1874259/000147450621000145/xslF345X02/primary_doc.xml
3 PRIMARY DOCUMENT 2021-10-07 https://www.sec.gov/Archives/edgar/data/1874259/000147450621000144/xslF345X02/primary_doc.xml
3 PRIMARY DOCUMENT 2021-10-07 https://www.sec.gov/Archives/edgar/data/1874259/000147450621000143/xslF345X02/primary_doc.xml
CORRESP 2021-10-04 https://www.sec.gov/Archives/edgar/data/1874259/000110465921122482/filename1.htm
CORRESP 2021-10-04 https://www.sec.gov/Archives/edgar/data/1874259/000110465921122481/filename1.htm
CERT 2021-10-04 https://www.sec.gov/Archives/edgar/data/1874259/000135445721001114/8A_Cert_JMAC.pdf
8-A12B FORM 8-A12B 2021-09-29 https://www.sec.gov/Archives/edgar/data/1874259/000110465921120659/tm2128820d1_8a12b.htm
S-1/A FORM S-1/A 2021-09-28 https://www.sec.gov/Archives/edgar/data/1874259/000110465921119884/tm2128587d1_s1a.htm
CORRESP 2021-09-27 https://www.sec.gov/Archives/edgar/data/1874259/000110465921119886/filename1.htm
CORRESP 2021-09-20 https://www.sec.gov/Archives/edgar/data/1874259/000110465921117247/filename1.htm
S-1/A FORM S-1/A 2021-09-20 https://www.sec.gov/Archives/edgar/data/1874259/000110465921117246/tm2127758d1_s1a.htm
UPLOAD 2021-09-17 https://www.sec.gov/Archives/edgar/data/1874259/000000000021011305/filename1.pdf
CORRESP 2021-08-19 https://www.sec.gov/Archives/edgar/data/1874259/000110465921107646/filename1.htm
UPLOAD 2021-08-18 https://www.sec.gov/Archives/edgar/data/1874259/000000000021010146/filename1.pdf
S-1/A FORM S-1/A 2021-08-03 https://www.sec.gov/Archives/edgar/data/1874259/000110465921099423/tm2122815d2_s1a.htm
S-1 FORM S-1 2021-07-22 https://www.sec.gov/Archives/edgar/data/1874259/000110465921094834/tm2122815d1_s1.htm