UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 20, 2020

 

LONGEVITY ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

 

British Virgin Islands   001-38637   N/A

 (State or other jurisdiction of

incorporation or organization)  

  (Commission File Number)  

(I.R.S. Employer

Identification Number)

 

Yongda International Tower

No. 2277 Longyang Road

   
Pudong District, Shanghai    
People’s Republic of China   201204
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (86) 21-60832028

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)  

Name of each exchange on

which registered

Ordinary shares, no par value   LOAC   The NASDAQ Stock Market LLC

Warrants to purchase one-half of one

ordinary share

  LOACW   The NASDAQ Stock Market LLC

Rights to receive one-tenth (1/10) of one

ordinary share

  LOACR   The NASDAQ Stock Market LLC

Units, each consisting of one ordinary share,

one right and one warrant

  LOACU   The NASDAQ Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

        On November 20, 2020, in connection with the Special Meeting (as defined below), Longevity Acquisition Corporation (the “Company”) filed with the Register of Corporate Affairs in the British Virgin Islands the Company’s Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”) to extend the date by which the Company must consummate a business combination from November 30, 2020 to May 29, 2021, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1 hereto and is incorporated herein by reference.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On November 20, 2020, the Company held a special meeting (the “Special Meeting”) of shareholders. At the Special Meeting, the Company’s shareholders approved an amendment to the Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate a business combination (the “Extension”) from November 30, 2020 to May 29, 2021 (such date or later date, as applicable, the “Extended Date”) (the “Extension Proposal”). The affirmative vote of at least 65% of the ordinary shares of the Company, no par value (the “Ordinary Shares”) entitled to vote which were present, in person or by proxy, at the Special Meeting and which voted on the Extension Proposal was required to approve the Extension Proposal. 

 

Following redemptions of 1,200 of the Ordinary Shares in connection with the Extension, a total of approximately $14.6 million will remain in the Trust Account.

 

Set forth below are the final voting results for the Extension Proposal.

 

Extension Proposal

 

The Extension Proposal was approved extending the date by which the Company has to consummate a business combination to the Extended Date. The voting results of the Ordinary Shares of the Company were as follows:

 

For   Against   Abstentions   Broker Non-Votes
2,429,164   0   0   0

 

Item 8.01 Other Events.

 

On November 20, 2020, the Company issued a press release announcing the extension of the deadline that it must complete a business combination, a copy of which is filed as Exhibit 99.1 to this Report and is incorporated herein by reference.

   

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits 

 

Exhibit

Number

  Description
     
3.1   Amendment to the Amended and Restated Memorandum and Articles of Association of Longevity Acquisition Corporation
99.1   Press Release dated November 20, 2020

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: November 20, 2020

 

  LONGEVITY ACQUISITION CORPORATION  
     
     
  By:  /s/ Matthew Chen  
    Name: Matthew Chen
Title: Chief Financial Officer and Chairman 		 

 

 

 

Exhibit 3.1

 

LONGEVITY ACQUISITION CORPORATION

(the “Company”)

 

Amendment to the Amended and Restated Memorandum and Articles of Association

  

Extension Proposal

 

The Amended and Restated Memorandum and Articles of Association of Longevity Acquisition Corporation shall be amended by deleting Regulation 23.2 in its entirety and replacing it with the following:

 

  “23.2 The Company has until May 29, 2021, or such earlier date as may be determined by the Board, to consummate a Business Combination. In the event that the Company does not consummate a Business Combination by such date, such failure shall trigger an automatic redemption of the Public Shares (an Automatic Redemption Event) and the Directors of the Company shall take all such action necessary (i) as promptly as reasonably possible but no more than five (5) Business Days thereafter to redeem the Public Shares or distribute the Trust Account to the holders of Public Shares, on a pro rata basis, in cash at a per-share amount equal to the applicable Per-Share Redemption Price; and (ii) as promptly as practicable, to cease all operations except for the purpose of making such distribution and any subsequent winding up of the Company's affairs. In the event of an Automatic Redemption Event, only the holders of Public Shares shall be entitled to receive pro rata redeeming distributions from the Trust Account with respect to their Public Shares.”

 

 

Exhibit 99.1

 

Longevity Acquisition Corporation Announces Extension of Deadline to Complete a Business Combination

 

NEW YORK, November 20, 2020 /PRNewswire/ -- Longevity Acquisition Corporation (NASDAQ: LOAC) (the "Company"), a publicly-traded special purpose acquisition company, announced today that it has elected to extend the date by which it has to consummate a business combination from November 30, 2020 to May 29, 2021 (the “Extension”).

 

At a special meeting (the "Special Meeting") of shareholders held on November 20, 2020, the Company's shareholders approved an amendment to the Company’s charters to effect the Extension and subsequently, the Company filed the amendment to its charters with the Registry of Corporate Affairs in the British Virgin Islands.

 

As a result, the Company now has until May 29, 2021 to consummate its proposed business combination with 4D Pharma PLC (“4D”) that it announced in its Form 8-K filed with the Securities and Exchange Commission on October 22, 2020 (the “Merger”), thereby allowing sufficient time for satisfaction of the remaining conditions to the Merger, including 4D’s filing of a registration statement on Form F-4 (the "Registration Statement") in order to allow 4D to apply to admit its American Depositary Shares for trading on NASDAQ and the convening of a shareholder meeting of both the Company’s shareholders and 4D’s shareholders.

 

About LOAC

 

LOAC is a blank check company, also commonly referred to as a Special Purpose Acquisition Company, or SPAC, formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination with one or more businesses or entities. LOAC is contemplating a proposed business combination with 4D Pharma PLC, a public limited company incorporated under the laws of England and Wales pursuant to an agreement and plan of merger dated October 21, 2020 as disclosed in a Form 8-K filed with the Securities and Exchange Commission on October 22, 2020. LOAC is sponsored by Whale Management Corporation, a BVI business company with limited liability.

 

Forward-Looking Statements

 

This press release and the exhibits hereto include “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 and within the meaning of Section 27a of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any actual results may differ from expectations, estimates and projections presented or implied and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, LOAC’s expectations with respect to future performance, anticipated financial impacts of the proposed business combination, approval of the business combination transactions by security holders, the satisfaction of the closing conditions to such transactions and the timing of the completion of such transactions.

 

 

 

 

Contact:

 

Matthew Chen

 

Longevity Acquisition Corporation

 

+ (86) 21-60832028

 

mchen@lonacq.com