UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities

Exchange Act of 1934

Filed by the Registrantx

Filed by a Party other than the Registrant¨

Check the appropriate box:

LONGEVITY ACQUISITION CORPORATION

(Name of Registrant as Specified Inin Its Charter)

(Name of Person(s)Persons(s) Filing Proxy Statement, if other thanOther Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

LONGEVITY ACQUISITION CORPORATION

CORPORATION
Yongda International Tower

No.
2277 Longyang Road, Pudong
District, Shanghai

People’s
Republic of China District

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS IN LIEU OF AN
ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 22, 2020

TO THE SHAREHOLDERS OF LONGEVITY ACQUISITION CORPORATION:

You are cordially invited to attend the special meeting in lieu of the 2020 annual general meeting (the “special meeting”“Meeting”) of the shareholders of Longevity Acquisition Corporation (“Longevity,” “Company,” “we,” “us”(the “Company” or “our”“LOAC”) to be held at 11:10:00 a.m. Eastern Time on May 22, 2020.December 18, 2020 at the offices of the Company’s counsel, Hunter Taubman Fischer & Li LLC, 800 Third Avenue, Suite 2800, New York, New York 10022.

The special meeting will be a completely virtual meeting of shareholders, which will be conducted via live webcast. You will be able to attend the special meeting online, vote and submit your questions during the special meeting by visiting https://www.cstproxy.com/longevityacquisitioncorp/2020. We are pleased to utilize the virtual shareholder meeting technology to (i) provide ready access and cost savings for our shareholders and the company, and (ii) to promote social distancing pursuant to guidance provided by the Center for Disease Control and the U.S. Securities and Exchange Commission due to the novel Coronavirus. The virtual meeting format allows attendance from any location in the world.

The special meetingMeeting is being held for the sole purpose of considering and voting upon the following proposals:

Each of the Extension Proposal, the Director Proposal, and the Adjournment Proposal is more fully described in the accompanying proxy statement.Meeting.

The purpose of the Extension Proposal is to allow Longevity more time to complete an initial business combination. Our Amended and Restated Memorandum and Articles of Association provide that Longevity has until May 29, 2020 to complete a business combination. While we are currently in discussions with respect to several business combination opportunities, our board of directors (the “Board”) believes that there may not be sufficient time before May 29, 2020 to complete a business combination. Accordingly, our Board believes that in order to be able to consummate an initial business combination, we need to obtain the Extension. Therefore, our Board has determined that it is in the best interests of our shareholders to extend the date by which Longevity must consummate a business combination to the Extended Date in order to provide our shareholders with the opportunity to participate in this prospective transaction. In the event that Longevity enters into a definitive agreement for a business combination prior to the special meeting, Longevity will issue a press release and file a Current Report on Form 8-K with the Securities and Exchange Commission announcing the definitive agreement for the proposed business combination.

Holders (“public shareholders”) of Longevity’s ordinary shares (“public shares”) sold in its initial public offering (“IPO”) may elect to redeem their public shares for theirpro rata portion of the funds available in the trust account in connection with the Extension Proposal (the “Election”) regardless of how such public shareholders vote in regard to those amendments, or whether they were holders of Longevity ordinary shares on the record date or acquired such shares after such date. This right of redemption is provided for and is required by Longevity’s Amended and Restated Memorandum and Articles of Association and Longevity also believes that such redemption right protects Longevity’s public shareholders from having to sustain their investments for an unreasonably long period if Longevity fails to find a suitable acquisition in the timeframe initially contemplated by its Amended and Restated Memorandum and Articles of Association. If the Extension Proposal is approved by the requisite vote of shareholders (and not abandoned), the remaining holders of public shares will retain their right to redeem their public shares for theirpro rata portion of the funds available in the trust account upon consummation of a business combination.

To exercise your redemption rights, you must tender your shares to the Company’s transfer agent at least two business days prior to the special meeting. You may tender your shares by either delivering your share certificates to the transfer agent or by delivering your shares electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order to exercise your redemption rights.

The per-share pro rata portion of the trust account was approximately $10.60 as of February 29, 2020. The closing price of Longevity’s shares on April 30, 2020 was $10.52. Longevity cannot assure shareholders that they will be able to sell their shares of Longevity in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when shareholders wish to sell their shares.

If the Extension Proposal is not approved and we do not consummate a business combination by May 29, 2020 in accordance with our Amended and Restated Memorandum and Articles of Association, or if the Extension Proposal is approved and we do not consummate a business combination by the Extended Date, we will cease all operations except for the purpose of winding up and as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares with the aggregate amount then on deposit in the trust account.

The affirmative vote of the holders of at least 65% of the Company’s ordinary shares entitled to vote which are present (in person or by proxy) at the special meeting and which vote on the Extension Proposal will be required to approve the Extension Proposal. The affirmative vote of a majority of the Company’s ordinary shares entitled to vote which are present (in person or by proxy) at the special meeting and which vote on the Director Proposal is required to elect each of the two nominees as Class I directors pursuant to the Director Proposal. The affirmative vote of a majority of the Company’s ordinary shares entitled to vote which are present (in person or by proxy) at the special meeting and which vote on the Adjournment Proposal will be required to approve the Adjournment Proposal.

Our Board has fixed the close of business on April 29,November 27, 2020 (the “Record Date”) as the date for determining Longevitythe shareholders entitled to receive notice of and vote at the special meetingMeeting and any adjournment thereof. Only holders of record of Longevitythe Company’s outstanding shares on that date are entitled to have their votes counted at the special meetingMeeting or any adjournment thereof.adjournment. On the Record Date, there were [2,625,622] outstanding ordinary shares of Longevity, including [1,375,622] outstanding public shares. Longevity’s warrants and rights do not have voting rights.

After careful consideration of all relevant factors, ourthe Board has determined that the Extension Proposal, the Director Proposal and the Adjournment Proposal are fair to and in the best interests of Longevity and its shareholders, has declared them advisable and recommends that you vote or give instruction to vote “FOR All” the proposal regarding the re-election of the two directors identified herein to the Board, “FOR” the Extension Proposal, “FOR” each director nomineeratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the year ended February 29, 2020 and for the periods ended May 31, 2020 and August 31, 2020 and “FOR” the Adjournment Proposal.proposal to direct the chairman of the Meeting to adjourn the Meeting.

No otherYou are welcome to attend the Meeting in person. Whether or not you plan to attend the Meeting, we urge you to read the proxy statement carefully and to vote your shares. Your vote is very important. This will assure your representation and a quorum for the transaction of business shall be transacted at the special meeting.

I look forward to seeing you at the meeting.

Dated: December [   ], 2020

NOTICE OF 2020 ANNUAL MEETING OF SHAREHOLDERS

Meeting Time: 10:00 a.m. December 18, 2020 (Eastern Time)

TO THE SHAREHOLDERS OF LONGEVITY ACQUISITION CORPORATION:

You are cordially invited to attend the 2020 annual meeting (the “Meeting”) of the shareholders of Longevity Acquisition Corporation (the “Company” or “LOAC”) to be held at 10:00 a.m. Eastern Time on December 18, 2020 at the offices of the Company’s counsel, Hunter Taubman Fischer & Li LLC, 800 Third Avenue, Suite 2800, New York, New York 10022.

The Meeting is being held for the purpose of considering and voting upon the following proposals:

The Board has fixed the close of business on November 27, 2020 (the “Record Date”) as the date for determining the shareholders entitled to receive notice of and vote at the Meeting and any adjournment thereof. Only holders of record of the Company’s outstanding shares on that date are entitled to have their votes counted at the Meeting or any adjournment. On the Record Date, there were [2,625,622] outstanding ordinary shares of Longevity, including [1,375,622] outstanding public shares. Longevity’s warrants and rights do not have voting rights.

The affirmative vote of 50% or more of the Company’s shares present (in person or by proxy) at the Meeting and voting will be required to approve the proposals. Each of the two directors identified herein shall be re-elected to the Board if that director's election is so approved by the affirmative vote of a majority of the shares present (in person or by proxy) at the Meeting and voting on the proposal. With regard to the re-election of the two directors note however that while each will be elected for a further two year term (until the 2022 annual meeting of shareholders) each have agreed that should the proposed Business Combination (as defined herein later) be completed, their renewed terms may be shortened or otherwise modified in connection the terms and proposals for Business Combination and any amendment to our Memorandum and Articles in connection therewith.

Enclosed is the proxy statement containing detailed information concerning the Extension Proposal,above referenced proposals to be considered at the Director ProposalMeeting. We are providing the proxy statement and the Adjournment Proposalaccompanying proxy card to our shareholders in connection with the solicitation of proxies to be voted at the Meeting and at any adjournments or postponements of the special meeting. Meeting. The proxy statement is dated December [     ], 2020 and is first being mailed to shareholders of the Company on or about December [     ], 2020 along with our annual report for the fiscal year ended February 29, 2020 and proxy card.

Whether or not you plan to attend the special meeting online,Meeting, we urge you to read this materialthe proxy statement carefully and to vote your shares.

We look forward Your vote is very important. If you are a registered shareholder, please vote your shares as soon as possible by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to seeingfollow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the meeting.Meeting. If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals to be considered at the Meeting.

Your vote is important. Please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the special meeting. If you are a shareholder of record, youMeeting. You may also cast your vote in person at the special meeting.Meeting. If your shares are held in an account at a brokerage firmbroker, bank or bank,other nominee, you must instruct your broker, bank or bankother nominee how to vote your shares, or you may cast your vote onlinein person at the special meetingMeeting by obtaining a proxy from your brokerage firmbroker, bank or bank.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders to be held on May 22, 2020: This notice of meeting, the accompanying proxy statement and our Annual Report on Form 10-K for the fiscal year ended February 29, 2020 are available at https://www.cstproxy.com/longevityacquisitioncorp/2020.other nominee.

TABLE OF CONTENTS

LONGEVITY ACQUISITION
CORPORATION

Yongda International Tower

No.
2277 Longyang Road, Pudong
District, Shanghai

People’s
Republic of China District

SPECIALANNUAL MEETING OF SHAREHOLDERS

TO BE HELD AT 10:00 A.M. ON MAY 22,DECEMBER 18, 2020 (Eastern Time)

PROXY STATEMENT

The special meeting in lieu of the 2020 annual general meeting (the “special meeting”) of shareholders of Longevity Acquisition Corporation (“Longevity,” “Company,” “we,” “us” or “our”), a British Virgin Islands business company, will be held at 11:00 a.m. Eastern Time on May 22, 2020.The special meeting will be a completely virtual meeting of shareholders, which will be conducted via live webcast.

The special meeting is being held for the sole purpose of considering and voting upon the following proposals:

The Extension Proposal is essential to the overall implementation of the Board’s plan to extend the date by which Longevity must complete an initial business combination. The purpose of the Extension Proposal is to allow Longevity more time to complete an initial business combination. In the event that Longevity enters into a definitive agreement for a business combination prior to the special meeting, Longevity will issue a press release and file a Current Report on Form 8-K with the Securities and Exchange Commission announcing the definitive agreement for the proposed business combination.

The affirmative vote of the holders of at least 65% of the Company’s ordinary shares entitled to vote which are present (in person or by proxy) at the special meeting and which vote on the Extension Proposal will be required to approve the Extension Proposal. The affirmative vote of a majority of the Company’s ordinary shares entitled to vote which are present (in person or by proxy) at the special meeting and which vote on the Director Proposal is required to elect each of the two nominees as Class I directors pursuant to the Director Proposal. The affirmative vote of a majority of the Company’s ordinary shares entitled to vote which are present (in person or by proxy) at the special meeting and which vote on the Adjournment Proposal will be required to approve the Adjournment Proposal.

If the Extension Proposal is approved, our sponsor, or its designees, has agreed to contribute to us as a loan (i) $0.025 for each public share that is not redeemed (the “Initial Contribution”) in connection with the special meeting plus (ii) $0.025 for each public share that is not redeemed in connection with the special meeting for each subsequent calendar month on the 30^thday of each subsequent month, or portion thereof, that is needed by Longevity to complete an initial business combination until the Extended Date (the “Additional Contributions” and, collectively with the Initial Contribution, the “Contributions”). For example, if Longevity takes until November 30, 2020 to complete its business combination, which would represent six calendar months, our sponsor or its designees would make aggregate maximum Contributions of approximately $600,000, or $0.15 per share (assuming no public shares were redeemed). Assuming the Extension Proposal is approved, the Initial Contribution will be deposited in the trust account promptly following the special meeting. Each Additional Contribution will be deposited in the trust account within thirty calendar days from the beginning of such calendar month (or portion thereof). Accordingly, if the Extension Proposal is approved and the Extension is implemented and the Company takes the full time through the Extended Date to complete the initial business combination, the redemption amount per share at the meeting for such business combination or the Company’s subsequent liquidation will be approximately $10.75 per share, in comparison to the current redemption amount of $10.60 per share (as of February 29, 2020 and assuming no public shares were redeemed). The Contributions are conditioned upon the implementation of the Extension Proposal. The Contributions will not occur if the Extension Proposal is not approved or the Extension is abandoned. The amount of the Contributions will not bear interest and will be repayable by us to our sponsor or its designees upon consummation of an initial business combination. If our sponsor or its designees advises us that it does not intend to make the Contributions, then the Extension Proposal, the Director Proposal and the Adjournment Proposal will not be put before the shareholders at the special meeting and, unless we can complete an initial business combination by May 29, 2020, we will dissolve and liquidate in accordance with the Amended and Restated Memorandum and Articles of Association. Our sponsor or its designees will have the sole discretion whether to continue extending for additional calendar months until the Extended Date and if our sponsor determines not to continue extending for additional calendar months, its obligation to make Additional Contributions will terminate.

Holders (“public shareholders”) of Longevity’s ordinary shares sold in its IPO (“public shares”) may elect to redeem their public shares for theirpro rata portion of the funds available in the trust account in connection with the Extension Proposal (the “Election”) regardless of how such public shareholder votes in regard to the Extension Proposal, or whether they were holders of Longevity ordinary shares on the record date or acquired such shares after such date. Longevity believes that such redemption right protects Longevity’s public shareholders from having to sustain their investments for an unreasonably long period if Longevity fails to find a suitable acquisition in the timeframe initially contemplated by its Amended and Restated Memorandum and Articles of Association. If the Extension Proposal is approved and implemented, the remaining public shareholders will retain their right to redeem their public shares for theirpro rata portion of the funds available in the trust account upon consummation of a business combination.

If the Extension Proposal is approved, such approval will constitute consent for the Company to (i) remove from the trust account an amount (the “Withdrawal Amount”) equal to the number of public shares properly redeemed in connection with the shareholder vote on the Extension Proposal multiplied by the per-share price equal to the aggregate amount then on deposit in the trust account as of two business days prior to the special meeting, including interest earned on the trust account deposits (which interest shall be net of taxes payable), divided by the number of then outstanding public shares and (ii) deliver to the holders of such redeemed public shares their portion of the Withdrawal Amount. The remainder of such funds shall remain in the trust account and be available for use by the Company to complete a business combination on or before the Extended Date. Holders of public shares who do not redeem their public shares now will retain their redemption rights and their ability to vote on a business combination through the Extended Date if the Extension Proposal is approved.

To exercise your redemption rights, you must tender your shares to the Company’s transfer agent at least two business days prior to the special meeting. You may tender your shares by either delivering your share certificates to the transfer agent or by delivering your shares electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order to exercise your redemption rights.

The removal of the Withdrawal Amount from the trust account in connection with the Election will reduce the amount held in the trust account following the redemption, and the amount remaining in the trust account may be significantly reduced from the approximately $41.9 million that was in the trust account as of November 30, 2019. In such event, Longevity may need to obtain additional funds to complete a business combination and there can be no assurance that such funds will be available on terms acceptable to the parties or at all.

If the Extension Proposal is not approved or we do not consummate a business combination by May 29, 2020, as contemplated by our IPO prospectus and in accordance with our Amended and Restated Memorandum and Articles of Association, we will, as promptly as reasonably possible but not more than five business days thereafter, distribute the aggregate amount then on deposit in the trust account (net of taxes payable, and less up to $50,000 of interest to pay liquidation expenses), pro rata to our public shareholders by way of redemption and cease all operations except for the purposes of winding up of our affairs by way of a voluntary liquidation, as further described herein. Any redemption of public shareholders from the trust account shall be effected as required by our Amended and Restated Memorandum and Articles of Association prior to our commencing any voluntary liquidation. If we are required to liquidate prior to distributing the aggregate amount then on deposit in the trust account (net of taxes payable, and less up to $50,000 of interest to pay liquidation expenses) pro rata to our public shareholders, then such winding up, liquidation and distribution must comply with the applicable provisions of the BVI Business Companies, 2004 Act. In that case, investors may be forced to wait beyond May 29, 2020 before the proceeds of our trust account become available to them, and they receive the return of their pro rata portion of the proceeds from our trust account. Except as otherwise described herein, we have no obligation to return funds to investors prior to the date of any redemption required as a result of our failure to consummate our initial business combination within the period described above or our liquidation, unless we consummate our initial business combination prior thereto and only then in cases where investors have sought to redeem their ordinary shares. Only upon any such redemption of public shares as we are required to effect or any liquidation will public shareholders be entitled to distributions if we are unable to complete our initial business combination.

The initial shareholders have waived their rights to participate in any liquidation distribution with respect to their founder shares. As a consequence of such waivers, a liquidating distribution will be made only with respect to the public shares. There will be no distribution from the trust account with respect to Longevity’s warrants or rights, which will expire worthless in the event we wind up.

You are also being asked to direct the chairman of the special meeting to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve the Extension Proposal or the Director Proposal.

The record date for the special meeting is April 29, 2020. Record holders of Longevity ordinary shares at the close of business on the record date are entitled to vote or have their votes cast at the special meeting. On the record date, there were 5,270,000 outstanding ordinary shares of Longevity, including 4,000,000 outstanding public shares. Longevity’s warrants and rights do not have voting rights.

This proxy statement contains important information about the special meeting and the proposals. Please read it carefully and vote your shares.

This proxy statement is dated May 1, 2020 and is first being mailed to shareholders on or about that date.

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

These Questionsquestions and Answersanswers are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully thethis entire document, including the annexes to this proxy statement.

NOT TO SEEK APPROVAL ON THE PROPOSED BUSINESS COMBINATION

As previously disclosed on the Company’s Current Report on Form 8-K filed on October 22, 2020, on October 21, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with 4D Pharma PLC (“4D Pharma”), a public limited company incorporated under the laws of England and Wales, and Dolphin Merger Sub Limited (“Merger Sub”), a British Virgin Islands company limited by shares and a wholly-owned subsidiary of 4D Pharma, providing for, among other things, and subject to the conditions therein, the combination of Longevity and 4D Pharma pursuant to the proposed merger of Longevity with and into Merger Sub with Merger Sub continuing as the surviving entity and wholly-owned subsidiary of 4D Pharma (the “Merger”).

The Company plans to file a preliminary proxy statement with the SEC in connection with the proposed business combination with 4D Pharma (the “Business Combination”). Following completion of the SEC’s review process, a definitive proxy statement will be mailed to shareholders as of a record date to be established for voting on the proposed business combination with 4D Pharma (the “Business Combination Proxy Statement”). The Business Combination Proxy Statement will contain important information regarding the Business Combination.

You are NOT being asked to vote on the Business Combination at this time. If you are a public shareholder, you will have the right to vote on the Business Combination when it is submitted to shareholders.

PROPOSAL 1 - ELECTION OF CLASS I DIRECTORS

The Company's board of directors is currently divided into two classes, Class I and Class II, 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 shareholders) serving a two-year term.

Under the Memorandum and Articles of Association of the Company, the terms of the present Class I directors, Messrs. Nicholas H. Adler and Jun Liu are due to expire at the Company's first annual general meeting. At the Meeting therefore, the shareholders are being asked to re-elect each of Messrs. Nicholas H. Adler and Jun Liu to our board of directors to serve as Class I directors until the 2022 annual meeting of shareholders.

With regard to the re-election of the directors note however that while they will be elected for a further two year term (until the 2022 annual meeting of shareholders) each have agreed that should the proposed Business Combination (as defined herein later) be completed, their renewed terms may be shortened or otherwise modified in connection the terms and proposals for Business Combination and any amendment to our Memorandum and Articles in connection therewith.

Subsequent to shareholder approval of this proposal, the Board will have a total of five members, divided into two classes as follows:

FORWARD-LOOKING STATEMENTS

We believe that some of theThe following biographical information in this proxy statement constitutes forward-looking statements. You can identify these statements by forward-looking words suchis furnished as “may,” “expect,” “anticipate,” “contemplate,” “believe,” “estimate,” “intends,” and “continue” or similar words. You should read statements that contain these words carefully because they:

•     discuss future expectations;

•     contain projections of future results of operations or financial condition; or

•     state other “forward-looking” information.

We believe it is important to communicate our expectations to our shareholders. However, there may be events in the future that we are not able to predict accurately or over which we have no control. The cautionary language discussed in this proxy statement provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by us in such forward-looking statements, including, among other things, claims by third parties against the trust account, unanticipated delays in the distribution of the funds from the trust account and Longevity’s ability to finance and consummate any proposed business combination. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement.

All forward-looking statements included herein attributable to Longevity or any person acting on Longevity’s behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations, Longevity undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement or to reflect the occurrence of unanticipated events.

BACKGROUND

We are a blank check company formed pursuant to the laws of the British Virgin Islands on March 9, 2018 for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, recapitalization, exchangeable share transaction or other similar business transaction with one or more operating businesses or assets. We are focusing our efforts on seeking and completing an initial business combination with a company that has an enterprise value of between $150 million and $250 million, although a target entity with a smaller or larger enterprise value may be considered.

On August 31, 2018, we consummated the IPO of 4,000,000 units at a price of $10.00 per unit, generating gross proceeds of $40,000,000. Simultaneously with the closing of the IPO, we consummated the sale of 270,000 private placement units to our sponsor and the underwriter of our IPO at a price of $10.00 per unit, generating gross proceeds of $2,700,000.

The units began trading on August 29, 2018 on the NASDAQ Capital Market under the symbol “LOAC.”

Commencing on October 15, 2018, the securities comprising the units began separately trading. The units, ordinary shares, rights and warrants are trading on the NASDAQ Stock Market under the symbols “LOACU,” “LOAC,” “LOACR” and “LOACW,” respectively. The aggregate market value of the ordinary shares outstanding, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing sales price for the ordinary shares on April 30, 2020, as reported on the Nasdaq Capital Market, was approximately $10.52.

Prior to our IPO, our sponsor purchased an aggregate of 1,150,000 ordinary shares initially purchased by our sponsor in a private placement prior to our IPO (“founder shares”) for an aggregate purchase price of $25,000. 150,000 founder shares were forfeited in October 2018 because the underwriters’ over-allotment option in connection with the Company’s initial public offering was not exercised.

The net proceeds of the IPO plus the proceeds of the sale of the private placement units were deposited in the trust account.

As of November 30, 2019, we had approximately $41.9 million in the trust account. As of November 30, 2019, $26,294 of cash was held outside of the trust account and is available for working capital purposes.

On February 21, 2020, we issued an unsecured promissory note in the amount of $400,000, representing $0.10 per public share, to our sponsor. Our sponsor deposited such funds into our trust account. As a result, the period of time we have to consummate a business combination had been extended by three months to May 28, 2020. The note bears no interest and is repayable in full upon consummation of the Company’s initial business combination. Our sponsor had previously provided similar extension loans on two other occasions.

The mailing address of Longevity’s principal executive office is Yongda International Tower No. 2277 Longyang Road, Pudong District, Shanghai, People’s Republic of China District, and its telephone number is (86) 21-60832028.

Longevity is currently in discussions to complete a business combination that will qualify as an initial business combination under its Amended and Restated Memorandum and Articles of Association. In the event that Longevity enters into a definitive agreement for a business combination prior to the special meeting, Longevity will issue a press release and file a Current Report on Form 8-K with the SEC announcing the definitive agreement for the proposed business combination.

You are not being asked to vote on a business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, you will retain the right to vote on any proposed business combination if and when it is submitted to shareholders and the right to redeem your public shares for apro rata portion of the trust account in the event such business combination is approved and completed or the Company has not consummated a business combination by the Extended Date.

THE EXTENSION PROPOSAL

The Extension Proposal

Longevity is proposing to amend its Amended and Restated Memorandum and Articles of Association to extend the date by which Longevity must consummate a business combination from May 29, 2020 to November 30, 2020.

The Extension Proposal is essential to the overall implementation of the Board’s plan to allow Longevity more time to complete a business combination. Approval of the Extension Proposal is a condition to the implementation of the Extension.

If the Extension Proposal is not approved and we have not consummated a business combination by May 29, 2020, or if the Extension Proposal is approved and we have not consummated a business combination by the Extended Date, we will (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but no more than five (5) Business Days thereafter, subject to lawfully available funds therefor, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the amount then on deposit in the trust account, including interest earned thereon not previously released to us for the payment of taxes (less up to $50,000 of interest to pay liquidation expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (c) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and the Board, dissolve and liquidate, subject (in the case of (b) and (c) above) to our obligations to provide for claims of creditors and the requirements of other applicable law. There will be no distribution from the trust account with respect to our warrants, which will expire worthless in the event we wind up.

A copy of the proposed amendment to the Amended and Restated Memorandum and Articles of Association of Longevity is attached to this proxy statement asAnnex A.

The full text of the Extension Proposal resolution is set forth in Annex A.

Reasons for the Extension Proposal

The Company’s IPO prospectus and Amended and Restated Memorandum and Articles of Association provide that the Company has until May 29, 2020 to effect a business combination under its terms. While we are currently in discussions regarding business combination opportunities, our Board currently believes that there will not be sufficient time before May 29, 2020 to complete a business combination. The Company’s IPO prospectus and Amended and Restated Memorandum and Articles of Association provide that the affirmative vote of the holders of at least sixty-five percent (65%) of the Company’s ordinary shares entitled to vote which are present (in person or by proxy) at the special meeting and which vote on the Extension Proposal is required to extend our corporate existence, except in connection with, and effective upon, consummation of a business combination. Additionally, our IPO prospectus and Amended and Restated Memorandum and Articles of Association provide for all public shareholders to have an opportunity to redeem their public shares in the case our corporate existence is extended as described above. Because we continue to believe that a business combination would be in the best interests of our shareholders, and because we will not be able to conclude a business combination within the permitted time period, the Board has determined to seek shareholder approval to extend the date by which we must complete a business combination beyond May 29, 2020 to the Extended Date. We intend to hold another shareholder meeting prior to the Extended Date in order to seek shareholder approval of a proposed business combination.

We believe that the foregoing Amended and Restated Memorandum and Articles of Association provision was included to protect Company public shareholders from having to sustain their investments for an unreasonably long period if the Company failed to find a suitable business combination in the timeframe contemplated by the Amended and Restated Memorandum and Articles of Association. We also believe, however, that given the Company’s expenditure of time, effort and money on finding a business combination thus far, circumstances warrant providing public shareholders an opportunity to consider a business combination.

If the Extension Proposal is Not Approved

If the Extension Proposal is not approved and we do not consummate a business combination by May 29, 2020 in accordance with our Amended and Restated Memorandum and Articles of Association, we will automatically wind up, dissolve and liquidate starting on May 29, 2020.

The holders of the founder shares have waived their rights to participate in any liquidation distribution with respect to such founder shares. There will be no distribution from the trust account with respect to Longevity’s warrants and rights, which will expire worthless in the event we wind up.

If the Extension Proposal is Approved

If the Extension Proposal is approved, Longevity will file an amended and restated Memorandum and Articles of Association with the Registrar of Corporate Affairs in the British Virgin Islands, incorporating the amendment set forth inAnnex A hereto. Longevity will remain a reporting company under the Securities Exchange Act of 1934 and its units, outstanding shares, rights and warrants will remain publicly traded. Longevity will then continue to work to execute a definitive agreement for a business combination and complete such a business combination by the Extended Date.

If the Extension Proposal is approved, but Longevity does not consummate a business combination by the Extended Date, we will (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but no more than five (5) Business Days thereafter, subject to lawfully available funds therefor, redeem the outstanding public shares, at a per-share price, payable in cash, equal to the amount then on deposit in the trust account, including interest earned thereon not previously released to us for the payment of taxes (less up to $50,000 of interest to pay liquidation expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (c) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and the Board, dissolve and liquidate, subject (in the case of (b) and (c) above) to our obligations to provide for claims of creditors and the requirements of other applicable law. There will be no distribution from the trust account with respect to our rights or warrants which will expire worthless in the event we wind up.

Approval of the Extension Proposal will constitute consent for the Company to (i) remove from the trust account the Withdrawal Amount and (ii) deliver to the holders of such redeemed public shares their portion of the Withdrawal Amount. The remainder of such funds shall remain in the trust account and be available for use by the Company to complete a business combination on or before the Extended Date. Holders of public shares who do not redeem their public shares now will retain their redemption rights and their ability to vote on a business combination through the Extended Date if the Extension Proposal is approved.

You are not being asked to vote on a business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, you will retain the right to vote on any proposed business combination when it is submitted to shareholders and the right to redeem your public shares for apro rataportion of the trust account in the event such business combination is approved and completed or the Company has not consummated a business combination by the Extended Date.

If the Extension Proposal is approved, and the Extension is implemented, the removal of the Withdrawal Amount from the trust account will reduce the amount held in the trust account and Longevity’s net asset value based on the number of shares that seek redemption. Longevity cannot predict the amount that will remain in the trust account if the Extension Proposal is approved, and the amount remaining in the trust account may be only a small fraction of the approximately $41.9 million that was in the trust account as of November 30, 2019. However, we will not proceed if we do not have at least $5,000,001 of net tangible assets following approval of the Extension Proposal and the Election (not including the Contribution).

Redemption Rights

If the Extension Proposal is approved, the Company will provide the public shareholders making the Election, the opportunity to receive, at the time the Extension Proposal becomes effective, and in exchange for the surrender of their shares, apro rata portion of the funds available in the trust account, less any income taxes owed on such funds but not yet paid. Longevity has provided that all holders of public shares, whether they vote for or against the Extension Proposal, or whether they were holders of Longevity ordinary shares on the record date or acquired such shares after such date, may elect to redeem their public shares into their pro rata portion of the trust account and should receive the funds shortly after the special meeting. You will also be able to redeem your public shares in connection with any shareholder vote to approve a proposed business combination, or if the Company has not consummated a business combination by the Extended Date.

TO DEMAND REDEMPTION, YOU MUST ENSURE YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN, INCLUDING DELIVERING YOUR SHARES TO THE TRANSFER AGENT PRIOR TO THE VOTE ON THE EXTENSION PROPOSAL. You will only be entitled to receive cash in connection with a redemption of these shares if you continue to hold them until the effective date of the Extension Proposal.

In connection with tendering your shares for redemption, you must elect either to physically tender your share certificates to Continental Stock Transfer & Trust Company, the Company’s transfer agent, at Continental Stock Transfer & Trust Company, One State Street Plaza, 30th Floor, New York, New York 10004-1561, Attn: Mark Zimkind, mzimkind@continentalstock.com, prior to the vote for the Extension Proposal or to deliver your shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/ Withdrawal At Custodian) System, which election would likely be determined based on the manner in which you hold your shares. The requirement for physical or electronic delivery prior to the vote at the special meeting ensures that a redeeming holder’s election is irrevocable once the Extension Proposal are approved. In furtherance of such irrevocable election, shareholders making the Election will not be able to tender their shares after the vote at the special meeting.

Through the DWAC system, this electronic delivery process can be accomplished by the shareholder, whether or not it is a record holder or its shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $45 and the broker would determine whether or not to pass this cost on to the redeeming holder. It is the Company’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. The Company does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical share certificate. Such shareholders will have less time to make their investment decision than those shareholders that deliver their shares through the DWAC system. Shareholders who request physical share certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares.

Certificates that have not been tendered in accordance with these procedures prior to the vote for the Extension Proposal will not be redeemed for a pro rata portion of the funds held in the trust account. In the event that a public shareholder tenders its shares and decides prior to the vote at the special meeting that it does not want to redeem its shares, the shareholder may withdraw the tender. If you delivered your shares for redemption to our transfer agent and decide prior to the vote at the special meeting not to redeem your shares, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the address listed above. In the event that a public shareholder tenders shares and the Extension Proposal is not approved or are abandoned, these shares will not be redeemed and the physical certificates representing these shares will be returned to the shareholder promptly following the determination that the Extension Proposal will not be approved or will be abandoned. The Company anticipates that a public shareholder who tenders shares for redemption in connection with the vote to approve the Extension Proposal would receive payment of the redemption price for such shares soon after the completion of the Extension Proposal. The transfer agent will hold the certificates of public shareholders that make the election until such shares are redeemed for cash or returned to such shareholders.

If properly demanded, the Company will redeem each public share for apro rata portion of the funds available in the trust account, less any income taxes owed on such funds but not yet paid, calculated as of two days prior to the special meeting. As of February 29, 2020, this would have amounted to approximately $10.60 per share. The closing price of Longevity’s shares on April 30, 2020 was $10.52.

If you exercise your redemption rights, you will be exchanging your public shares for cash and will no longer own the shares. You will be entitled to receive cash for these shares only if you properly demand redemption and tender your share certificate(s) to the Company’s transfer agent at least two business days prior to the special meeting. If the Extension Proposal is not approved or if they are abandoned, these shares will be returned promptly following the special meeting as described above.

The Board’s Reasons for the Extension Proposal

If the Extension Proposal is approved by the requisite vote of shareholders, after the Withdrawal Amount has been removed from the trust account, the remaining holders of public shares will retain their right to redeem their shares for a pro rata portion of the funds available in the trust account upon consummation of its initial business combination. In addition, public shareholders who vote for the Extension Proposal and do not elect to exercise their redemption rights will have the opportunity to participate in any liquidation distribution if the Company has not completed a business combination by the Extended Date. However, the Company will not proceed with the Extension Proposal, if after the Election, the Company fails to have net tangible assets greater than $5,000,001.

As discussed above, after careful consideration of all relevant factors, our Board has determined that the Extension Proposal is fair to, and in the best interests of, Longevity and its shareholders. The Board has approved and declared advisable adoption of the Extension Proposal and recommends that you vote “FOR” such adoption. The Board expresses no opinion as to whether you should redeem your public shares.

Interests of Longevity’s Sponsor, Directors and Officers

When you consider the recommendation of our Board, you should keep in mind that our sponsor, executive officers and members of our Board have interests that may be different from, or in addition to, your interests as a shareholder. These interests include, among other things:

Required Vote

Approval of the Extension Proposal requires the affirmative vote of holders of at least 65% of the Company’s ordinary shares entitled to vote and which are present (in person or by proxy) at the special meeting and which voted on the Extension Proposal. Abstentions, which are not votes cast, will have no effect with respect to approval of this proposal.

All of Longevity’s directors, executive officers and their affiliates are expected to vote any shares owned by them in favor of the Extension Proposal. On the record date, directors and executive officers of Longevity and their affiliates beneficially owned and were entitled to vote 1,250,000 ordinary shares of Longevity representing approximately 23.7% of Longevity’s issued and outstanding ordinary shares.

In addition, Longevity’s directors, executive officers and their affiliates may choose to buy units or ordinary shares of Longevity in the open market and/or through negotiated private purchases. In the event that purchases do occur, the purchasers may seek to purchase shares from shareholders who would otherwise have voted against the Extension Proposal and elected to redeem their shares for a portion of the trust account. Any shares of Longevity held by affiliates will be voted in favor of the Extension Proposal. As this proposal is not a “routine” matter, brokers will not be permitted to exercise discretionary voting on this proposal.

Recommendation of the Board

The Board recommends that you vote “FOR” the Extension Proposal. The Board expresses no opinion as to whether you should redeem your public shares.

THE DIRECTOR PROPOSAL

At the special meeting, shareholders are being asked to elect two directors to the Board to each serve as Class I directors of the Company.

In connection with our IPO, the Board was divided into two Classes: the Class I directors and the Class II directors. The original Class I directors stand elected for a term expiring at the first annual general meeting and the original Class II directors stand elected for a term expiring at the Company’s second annual general meeting. Commencing at the first annual general meeting, and then at each following annual general meeting, directors elected to succeed those directors whose terms expire are elected for a term of office to expire at the second annual general meeting following their election. Directors whose terms expire at an annual general meeting may also be elected for a further two-year period, if nominated by the Board.

As the special meeting is in lieu of the Company’s 2020 annual general meeting (being the Company’s first annual general meeting since its IPO), the terms of the current Class I directors, Messrs. Jun Liu and Pai Liu, will expire at the special meeting. The Board has nominated Messrs. Jun Liu and Pai Liu, each a current director, for election as Class I directors, to hold office until the next annual general meeting of shareholders following this special meeting, or until his successor is elected and qualified.

Unless you indicate otherwise, shares represented by executed proxies in the form enclosed will be voted to elect each of Messrs. Jun Liu and Pai Liu unless one is unavailable, in which case such shares will be voted for a substitute nominee designated by the Board. We have no reason to believe that either nominee will be unavailable or, if elected, will decline to serve.

For a biography of Messrs. Jun Liu and Pai Liu, please see the section entitled “Management.”

Required Vote

Approval of each director requires the affirmative vote of holders of at least a majority of Longevity’s ordinary shares present (in person or by proxy) at the special meeting and voting on the Director Proposal. You may vote for, or withhold your vote from, both, or either, of the nominees. Abstentions, which are not votes cast, will have no effect with respect to approval of this proposal. As this proposal is not a “routine” matter, brokers will not be permitted to exercise discretionary voting on this proposal.

All of Longevity’s directors, executive officers and their affiliates are expected to vote any shares owned by them in favor of each nominee for Class I director. On the record date, directors and executive officers of Longevity and their affiliates beneficially owned and were entitled to vote 1,250,000 shares of Longevity representing approximately 23.7% of Longevity’s issued and outstanding shares.

Recommendation of the Board

The Board recommends that you vote “FOR” the election of the nominees named above.

THE ADJOURNMENT PROPOSAL

The adjournment proposal, if adopted, will request the chairman of the special meeting (who has agreed to act accordingly) to adjourn the special meeting to a later date or dates to permit further solicitation of proxies. The adjournment proposal will only be presented to our shareholders in the event, based on the tabulated votes, there are not sufficient votes at the time of the special meeting to approve the Extension Proposal. If the adjournment proposal is not approved by our shareholders, it is agreed that the chairman of the meeting shall not adjourn the special meeting to a later date in the event, based on the tabulated votes, there are not sufficient votes at the time of the special meeting to approve the Extension Proposal.

The full text of the Adjournment Proposal is set forth in Annex A.

Required Vote

The affirmative vote of a majority of the Company’s shares present (in person or by proxy) and voting on the Adjournment Proposal at the special meeting will be required to direct the chairman of the special meeting to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve the Extension Proposal. Abstentions will have no effect with respect to approval of this proposal. As this proposal is not a “routine” matter, brokers will not be permitted to exercise discretionary voting on this proposal.

Recommendation

The Board recommends that you vote “FOR” the Adjournment Proposal.

THE SPECIAL MEETING

Date, Time and Place. The special meeting of Longevity’s shareholders will be held at 11:00 a.m., Eastern Time on May 22, 2020 on a virtual basis.

Voting Power; Record Date. You will be entitled to vote or direct votes to be cast at the special meeting, if you owned Longevity ordinary shares at the close of business on April 29, 2020, the record date for the special meeting. You will have one vote per proposal for each Longevity share you owned at that time. Longevity rights and warrants do not carry voting rights.

Votes Required. The affirmative vote of the holders of at least 65% of the Company’s ordinary shares entitled to vote which are present (in person or by proxy) at the special meeting and which vote on the Extension Proposal will be required to approve the Extension Proposal. The affirmative vote of a majority of the Company’s ordinary shares entitled to vote which are present (in person or by proxy) at the meeting and are voted is required to elect each of the two nominees as directors pursuant to the Director Proposal. The affirmative vote of a majority of the Company’s ordinary shares entitled to vote which are present (in person or by proxy) at the special meeting and are voted will be required to approve the Adjournment Proposal. Abstentions, which are not votes cast, will have no effect with respect to approval of these proposals. As these proposals are not “routine” matters, brokers will not be permitted to exercise discretionary voting on these proposals.

At the close of business on the record date, there were 5,270,000 outstanding ordinary shares of Longevity each of which entitles its holder to cast one vote per proposal.

If you do not want the Extension Proposal approved, you should vote against the proposal. If you want to obtain your pro rata portion of the trust account in the event the Extension is implemented, which will be paid shortly after the shareholder meeting which is scheduled for May 22, 2020, you must vote for or against the Extension Proposal and demand redemption of your shares.

Proxies; Board Solicitation. Your proxy is being solicited by the Board on the proposal to approve the Extension Proposal and the Director Proposal being presented to shareholders at the special meeting. No recommendation is being made as to whether you should elect to redeem your shares. Proxies may be solicited in person or by telephone. If you grant a proxy, you may still revoke your proxy and vote your shares online at the special meeting.

We have retained Advantage Proxy, Inc. (“Advantage Proxy”) to assist us in soliciting proxies. If you have questions about how to vote or direct a vote in respect of your shares, you may contact Advantage Proxy at (877) 870-8565 (toll free) or by email at ksmith@advantageproxy.com. The Company has agreed to pay Advantage Proxy a fee of $6,500 and expenses, for its services in connection with the special meeting.

MANAGEMENT

Directors and Executive Officers

Our directors and officers are as follows:

(1) Serves as a Class II Director.

(2) Serves as a Class I Director.director:

Matthew Chen has served as our Chairman and Chief Executive Officer since June 2018. Since January 2018, Mr. Chen has served as Vice President of XiaoMingTaiJi Anime Limited Co., where Mr. Chen is mainly responsible for equity investment, acquisitions and corporate financing. From 2011 to January 2018, Mr. Chen served as the global head of the credit derivative market making platform at JP Morgan’s London branch. From 2008 to 2011, Mr. Chen served as the Asia credit derivative risk analysis manager at JP Morgan’s Hong Kong branch. From 2005 to 2008, Mr. Chen served as ManagingNicholas H. Adler, Director at Bear Stearns, responsible for the firm’s equity derivative strategic product development. From 2003 to 2005, Mr. Chen served as Vice President at Realty Data Corp. an independent mortgage data provider. From 1998 to 2003, Mr. Chen served as Senior Manager at Imagine Software, a quantitative financial model provider. Mr. Chen holds a BS from Florida State University and MS Degree of Computer Science from New York University. We believe Mr. Chen is qualified to serve as a director because of his extensive financial and operations experience and the extensive network he has established throughout his career.

Teddy Zheng has served as our Chief Financial Officer since July 2018. Mr. Zheng has served as executive director of Cyngus Equity, an investment and financial advisory firm in China, since October 2015. From April 2014 to October 2015, Mr. Zheng worked in the investment banking division of Lazard in China. From November 2010 to March 2014, Mr. Zheng worked in the investment banking division of JPMorgan First Capital in China. From June 2009 to October 2010, Mr. Zheng worked in the M&A and corporate finance division of UBS Investment Bank in China. Mr. Zheng received a bachelor degree in management information systems from Beijing Information Technology Institute and a master degree in management science and engineering from the School of Economics and Management of Tsinghua University.

Yukman LauNicholas H. Adler, age 45, has served as a member of our board of directors since JanuaryOctober 22, 2020. Ms. LauMr. Adler is a practicing attorney in Nashville, Tennessee specializing in defense litigation, bankruptcy, foreclosure, and real estate matters. Mr. Adler is admitted to practice law in New York and Tennessee as well as all Federal districts within Tennessee. He received his B.A. in political science from Vanderbilt University and his J.D. from The Washington and Lee University School of Law. After his graduation from law school in 2001, Mr. Adler practiced with a large international firm in New York specializing in securities regulation. Since 2005, his practice has served as a partnerfocused on the representation of Guoxing Asset Co., Ltd., an investment companynational and regional credit grantors in China, since June 2016. From June 2006 to June 2016, she served as president of Oriental Infinite Media Co., Ltd., a professional mediaTennessee. He is also active in real estate development and event planning companyasset management in China. From 1997 to 2005, Ms. Lau served as chairman of Dalian Chronos Information Co., Ltd., a business information consulting company in China. From 1993 to 1996, she served as vice president of Shenzhen Maniche Consulting Company, a management consulting company in China. From 1989 to 1992, Ms. Lau served as general manager assistant of Oriental Textile Industry Co., Ltd., a textile production and processing company in China. Previously, she served as a manager of China Foreign Trade Import and Export Corporation and as business director of Liaoning Textile Import and Export Corporation in China. Prior to that, Ms. Lau served as an accountant at Dalian Steel Plant in China. Ms. Lau received her bachelor’s degree from Dalian University. Nashville.

We believe Ms. LauMr. Adler is qualifiedwell-qualified to serve as a director becausemember of her extensive managementour board due to his experience and investment experience.success in securities regulation.

Jun Liu,is Director

Jun Liu, age 48, has served as a member of our board of directors since July 2018. Mr. Liu has served as the president of Beijing Wanfeng Xingye Investment Management Co., Ltd., an investment company in China, since January 2014. From 2004 to January 2014, he served as the president of Zhongansheng Investment Consulting Co, Ltd. From 2002 to 2004, Mr. Liu served as the vice president of Beijing Xingyun Co., Ltd. From 1999 to 2002, Mr. Liu served as the CEO of Weixin (China) Venture Investment Co., Ltd. and the director of Venture Capital Research Center of Renmin University. From 1993 to 1996, Mr. Liu served as government official in the State Auditing Administration. Mr. Liu represented Beijing Xingyun in its acquisition transaction by Pepsi twenty years ago. He also advised Xinhua Media on its reverse merger with Zhizhen Tech (HK: 02371). His investment portfolios cover wide range of sectors, including TMT, education, clean energy, technology, and chemical industries. Mr. Liu received his bachelor degree of Finance and Accounting from Wuhan University in 1989 and received his MBA degree from Renmin University China in 1999.

We believe Mr. Liu is qualified to serve as a director because of his extensive financial, investment and M&A experience and the extensive network he has established throughout his career.

Director Compensation

No compensation will be paid to our sponsor, officers and directors, or any of their respective affiliates, prior to or in connection with the consummation of our initial business combination. Additionally, these individuals are 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.

Required Vote

Each of Nicholas H. Adler and Jun Liu shall be re-elected to the board of directors of the Company as Class I directors until the 2022 annual meeting of shareholders if the proposal to re-elect that person is approved by the affirmative vote of the majority of the shares present in person or by proxy at the Meeting and voting on the proposal.

Recommendation of the Board

The Company’s board of directors recommends that you vote “FOR ALL” the re-election of the persons named above.

PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTNANT

We are asking our shareholders to ratify the appointment of Marcum LLP (“Marcum”) as our independent registered public accounting firm for the fiscal year ended February 29, 2020 and the interim periods ended May 31, 2020 and August 31, 2020. The Audit Committee is directly responsible for appointing the Company’s independent registered public accounting firm. The Audit Committee is not bound by the outcome of this vote. However, if the shareholders do not ratify the selection of Marcum as our independent registered public accounting firm, our Audit Committee intends to reconsider the selection of Marcum as our independent registered public accounting firm.

Marcum has audited our financial statements for the fiscal year ended February 29, 2020.

The following is a summary of fees paid to Marcum for services rendered during the period from March 9, 2018 (inception) through February 29, 2020:

Audit Fees

Audit fees consist of fees for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Marcum in connection with regulatory filings. The aggregate fees for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the year ended February 29, 2020 and for the period from March 9, 2018 (inception) through February 28, 2019 totaled approximately $60,000 and $73,000, respectively. The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

Audit-Related Fees

Audit-related services consist of fees for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Marcum for consultations concerning financial accounting and reporting standards during the year ended February 29, 2020 and the period from March 9, 2018 (inception) through February 28, 2019.

Tax Fees

We did not pay Marcum for tax planning and tax advice for the years ended February 29, 2020 and February 28, 2019.

All Other Fees

We did not pay Marcum for other services for the years ended February 29, 2020 and February 28, 2019.

Pre-Approval Policy

Our audit committee was formed upon the consummation of our initial public offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

Auditor Representatives at Annual Meeting

We expect that representatives of Marcum will not be present at the Annual Meeting.

Required Vote

The proposal to ratify the appointment of Marcum requires the vote of a majority of the shares present in person or by proxy at the Meeting and voting on the proposal.

Recommendation

The Company’s board of directors recommends that you vote “FOR” the ratification of the appointment of Marcum LLP as our independent registered public accounting firm.

PROPOSAL 3--THE ADJOURNMENT

The adjournment proposal, if adopted, will request the chairman of the Meeting (who has agreed to act accordingly) to adjourn the Meeting to a later date or dates to permit further solicitation of proxies. The adjournment proposal will only be presented to our stockholders in the event, based on the tabulated votes, there are not sufficient votes at the time of the Meeting to approve the other proposals in this proxy statement. If the adjournment proposal is not approved by our stockholders, the chairman of the meeting shall not adjourn the Meeting to a later date in the event, based on the tabulated votes, there are not sufficient votes at the time of the Meeting to approve any of the other proposals.

Required Vote

If a majority of the shares present in person or by proxy and voting on the matter at the Meeting vote for the adjournment proposal, the chairman of the Meeting will exercise his or her power to adjourn the meeting as set out above.

Recommendation

The Company’s board of directors recommends that you vote “FOR” the adjournment proposal.

GOVERNANCE OF LOAC

Directors and Executive Officers

Our current directors, officers and director nominee are listed below.

PaiAlex Lyamport has served as our Chief Executive Officer and a member of our board of directors since October 2020. Mr. Lyamport has over 20 years of experience in origination, structuring and closing deals in media, technology, energy, consumer goods and agriculture in Central and Eastern Europe. He also has a significant understanding of East-West capital markets and cross-border M&A. He has been a Director and CFO of Navigation Acquisition Corp. (TSXV: NAQ) since January 2018 and a Director at Navigator Principal Investors, LLC since 2012. From 2012 to 2014, Mr. Lyamport was CIS Acquisition Ltd.’s regional mergers and acquisitions consultant when the company raised US$40,000,000 from US institutional and retail investors pursuant to its initial public offering. While working for CIS Acquisition, he provided advice and assistance in connection with the identification of target businesses and completion of the company’s business acquisition. From 2003 to 2012, he was the cofounder and Head of Capital Markets of Link Capital, an Eastern European financial advisory firm. From 2005 to 2009, Alex was the cofounder and director of iMusic TV GmbH, Germany’s second largest music television channel and multimedia group. He played active role in strategy and fundraising. Mr. Lyamport attended CUNY, Brooklyn College and his area of study was Adapted Physical Education.

We believe Mr. Lyamport is qualified to serve as our Chief Executive Officer and director because of his extensive understanding and experience in the capital markets and cross-border M&A he has established throughout his career.

Matthew Chen has served as our Chairman and Chief Financial Officer since June 2018 and October 2020, respectively, and as Chief Executive Officer from June 2018 to October 2020. Since January 2018, Mr. Chen has served as Vice President of XiaoMingTaiJi Anime Limited Co., where Mr. Chen is mainly responsible for equity investment, acquisitions and corporate financing. From 2011 to January 2018, Mr. Chen served as the global head of the credit derivative market making platform at JP Morgan’s London branch. From 2008 to 2011, Mr. Chen served as the Asia credit derivative risk analysis manager at JP Morgan’s Hong Kong branch. From 2005 to 2008, Mr. Chen served as Managing Director at Bear Stearns, responsible for the firm’s equity derivative strategic product development. From 2003 to 2005, Mr. Chen served as Vice President at Realty Data Corp. an independent mortgage data provider. From 1998 to 2003, Mr. Chen served as Senior Manager at Imagine Software, a quantitative financial model provider. Mr. Chen holds a BS from Florida State University and MS Degree of Computer Science from New York University.

We believe Mr. Chen is qualified to serve as our Chief Financial Officer and Chairman of our board of directors because of his extensive financial and operations experience and the extensive network he has established throughout his career.

Jun Liu has served as a member of our board of directors since December 2019.July 2018. Mr. Liu has served as chief executive officerthe president of Wuhan Dacheng EquityBeijing Wanfeng Xingye Investment Fund Management CompanyCo., Ltd., an investment company in China, since July 2016.January 2014. From December2004 to January 2014, he served as the president of Zhongansheng Investment Consulting Co, Ltd. From 2002 to April 2016, Mr. Liu was a senior associate of Deloitte in China. From September 2013 to October 2014,2004, Mr. Liu served as a senior associatethe vice president of Mazars Group in China.Beijing Xingyun Co., Ltd. From October 20111999 to September 2013,2002, Mr. Liu served as an associatethe CEO of PricewaterhouseCoopersWeixin (China) Venture Investment Co., Ltd. and the director of Venture Capital Research Center of Renmin University. From 1993 to 1996, Mr. Liu served as government official in the State Auditing Administration. Mr. Liu represented Beijing Xingyun in its Shanghai officeacquisition transaction by Pepsi twenty years ago. He also advised Xinhua Media on its reverse merger with Zhizhen Tech (HK: 02371). His investment portfolios cover wide range of sectors, including TMT, education, clean energy, technology, and was involved in the auditing of large and medium-sized foreign enterprises.chemical industries. Mr. Liu earnedreceived his Master’sbachelor degree in accounting & financeof Finance and Accounting from LeedsWuhan University in the United Kingdom1989 and received a bachelor’shis MBA degree from Renmin University China in finance from the South Central University for Nationalities in China. 1999.

We believe Mr. Liu is qualified to serve as a director because of his extensive managementfinancial, investment and auditing experience.M&A experience and the extensive network he has established throughout his career.

NumberJerry L. Hutter has been a member of our board of directors since October 22, 2020. Mr. Hutter has over forty years of experience as an auditor, controller, CFO and management consultant for firms ranging from Fortune 500 companies to smaller private sector corporations and not-for-profit organizations. Since 2010, Mr. Hutter has served as director and Audit Committee Chairman of DJSP Enterprises, Inc., which used to be traded on NASDAQ under the symbol of DJSP and is designated as an Audit Committee Financial Expert for SEC purposes. In 2003, he co-founded CFO Strategies, Inc., from which he later retired as the Chief Executive Officer in 2009. From 2001 to 2005, Mr. Hutter was employed by CBIZ MHM, LLC as a Senior Manager. In the past twelve years, Mr. Hutter has worked with numerous public companies as an advisor to the board of directors and the audit committee regarding issues of risk assessment, compliance and financial statement disclosures, including Maxwell Technologies, Inc. NetREIT, Youbet.com and A-Power Energy Generation, Ltd. Mr. Hutter is a former certified public accountant with Price Waterhouse Coopers, where he was certified with both the American Institute of Certified Public Accountants (AICPA) and the California Society of Certified Public Accountants. He holds a Bachelor of Science degree in Accounting from California State University at Long Beach, with special studies at the University of California at Los Angeles and San Diego State University.

We believe Mr. Hutter is well-qualified to serve as a member of our board and Chairman of the Audit Committee due to his experience and success as Chief Financial Officer for multiple companies, as well as his knowledge in finance and accounting.

Nicholas H. Adler has served as a member of our board of directors since October 22, 2020. Mr. Adler is a practicing attorney in Nashville, Tennessee specializing in defense litigation, bankruptcy, foreclosure, and real estate matters. Mr. Adler is admitted to practice law in New York and Tennessee as well as all Federal districts within Tennessee. He received his B.A. in political science from Vanderbilt University and his J.D. from The Washington and Lee University School of Law. After his graduation from law school in 2001, Mr. Adler practiced with a large international firm in New York specializing in securities regulation. Since 2005, his practice has focused on the representation of national and regional credit grantors in Tennessee. He is also active in real estate development and asset management in Nashville.

We believe Mr. Adler is well-qualified to serve as a member of our board due to his experience and success in securities regulation.

Terms of Office of Officers and Directors

Our Board is divided into two classes with only one class of directors being elected in each year and each class serving a two-year term. The term of office of the first class of directors, consisting of Messrs. Jun LiuNicholas H. Adler and PaiJun Liu, will expire at the special meeting.Meeting. The term of office of the second class of directors, consisting of Mr.Messrs. Matthew Chen, Alex Lyamport and Ms. Lau,Jerry L. Hutter, will expire at the Company’s second annual meeting. In accordance with Nasdaq corporate governance requirements, we may not hold an annual meeting of shareholders until after we consummate our initial business combination.

Our officers are appointed by the Board and serve at the discretion of the Board, rather than for specific terms of office. Our Board is authorized to appoint persons to the offices set forth in Amended and Restated Memorandum and Articles of Association as it deems appropriate. Our Amended and Restated Memorandum and Articles of Association provide that our officers may consist of a Chairman of the Board, a Chief Executive Officer, a Chief Financial Officer, a President, Vice Presidents, Secretary, Treasurer, Assistant Secretaries and such other offices as may be determined by the Board.

Shareholder Communications

Shareholders who wish to communicate directly with our board of directors, or any individual director, should direct questions in writing to our Corporate Secretary, Longevity Acquisition Corporation, Yongda International Tower, No. 2277 Longyang Road, Pudong District, Shanghai, People’s Republic of China. The mailing envelope must contain a clear notation indicating that the enclosed letter is a “Board Communication” or “Director Communication.” All such letters must identify the author and clearly state whether the intended recipients are all members of the board of directors or just certain specified individual directors. The Corporate Secretary will make copies of all such letters and circulate them to the appropriate director or directors.

Director Independence

NASDAQ listing standards require that a majority of our Boardboard of directors be independent.independent as long as we are not a controlled company. An “independent director” is defined under the Nasdaq rules 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,board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our Boardboard of directors has determined that each of Messrs. Jerry L. Hutter, Nicholas H. Adler and Jun Liu and Pai Liu and Ms. Lau areis an “independent directors”director” as defined in the NASDAQ listing standards and applicable SEC rules. Our audit committee is entirely composed of independent directors meeting NASDAQ’s additional requirements applicable to members of the audit committee. Our independent directors have regularly scheduled meetings at which only independent directors are present.

OfficerLeadership Structure and Director CompensationRisk Oversight

No compensation will be paidThe board of directors’ oversight of risk is administered directly through the board of directors, as a whole, or through its audit committee. Various reports and presentations regarding risk management are presented to our sponsor, officersthe board of directors including the procedures that the Company has adopted to identify and directors, or anymanage risks. The audit committee addresses risks that fall within the committee’s area of their respective affiliates, priorresponsibility. For example, the audit committee is responsible for overseeing the quality and objectivity of the Company’s financial statements and the independent audit thereof. The audit committee reserves time at each of its meetings to or in connectionmeet with the consummationCompany’s independent registered public accounting firm outside of our initial business combination. Additionally, 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 independent directors will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates.the presence of the Company’s management.

After the completion of our initial business combination, members of our management team who remain with us, may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination. It is unlikely the amount of such compensation will be known at the time, as it will be up to the directors of the post-combination business to determine executive and director compensation. Any compensation to be paid to our officers will be determined, or recommended, to Board for determination, either by a committee constituted solely by independent directors or by a majority of the independent directors on our Board.

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 the 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 DirectorDirectors and Committees

Our Boardboard of directors has two standing committees: an audit committee, and a compensation committee. Subject to phase-in rules and certain limited exceptions, theThe rules of NASDAQ and Rule 10A-3 of the Exchange Act as required by the rules of the NASDAQ, require that the audit committee of a listed company be comprised solely of independent directors, and the rules of NASDAQ require that the compensation committee of a listed company be comprised solely of independent directors.

Audit Committee

We have established an audit committee of the Board. Messrs. Jerry L. Hutter, Nicholas H. Adler and Jun Liu and Pai Liu and Ms. Lau are serving as members of our audit committee. Mr. Jun LiuJerry L. Hutter serves as chairman of 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. Messrs. Jerry L. Hutter, Nicholas H. Adler and Jun Liu and Pai Liu and Ms. Lau 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 has determined that Mr. Jun Liu qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

We have adopted an audit committee charter, which details the principal functions of the audit committee, including:

Compensation Committee

We have established a compensation committee of the Board. Messrs. Pai LiuJerry L. Hutter, Nicholas H. Adler and Jun Liu serve as members of our compensation committee. Mr. Pai LiuNicholas H. Adler serves as chairman of the 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. Messrs. Jerry L. Hutter, Nicholas H. Adler and Jun Liu and Pai Liu and Ms. Lau meet the independent director standard under NASDAQ listing standards applicable to members of the compensation committee.

We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

The Amended and Restated Memorandum and Articles of Association also provides 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 NasdaqNASDAQ rules. In accordance with Rule 5605(e)(2) of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by the Board.board of directors. The Boardboard 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. The directors who shall participate in the consideration and recommendation of director nominees are Messrs.Messrs. Jerry L. Hutter, Nicholas H. Adler and Jun Liu and Pai Liu and Ms. Lau.Liu. In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place.

The Boardboard of directors will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of shareholders (or, if applicable, a special meeting of shareholders). Our shareholders that wish to nominate a director for election to the Board should follow the procedures set forth in our Amendedmemorandum and Restated Memorandum and Articlesarticles of Association.association.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the Boardboard of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders.

Compensation Committee Interlocks and Insider Participation

None of our officers currently serves, and in the past year have not served, as a member of the compensation committee of any entity that has one or more officers serving on our Board.

Code of Ethics

We have adopted a Code of Ethics applicable to our directors, officers and employees. We have filed a copy of our Code of Ethics and our audit and compensation committee charters as exhibits to the registration statement filed in connection with our IPO. You can review these documents by accessing our public filings at the SEC’s web site atwww.sec.gov. www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than ten percent of any publicly traded class of our equity securities, to file reports of ownership and changes in ownership of equity securities of the Company with the SEC. Officers, directors, and greater-than-ten-percent shareholders are required by the SEC’s regulations to furnish the Company with copies of all Section 16(a) forms that they file.

Based solely upon a review of Forms 3 and Forms 4 furnished since the effective date of our IPO, we believe that all such forms required to be filed pursuant to Section 16(a) of the Exchange Act were timely filed, as necessary, by the officers, directors, and security holders required to file the same.

Director and Officer Compensation

No compensation will be paid to our sponsor, officers and directors, or any of their respective affiliates, prior to or in connection with the consummation of our initial business combination. Additionally, 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 independent directors will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates.

After the completion of our initial business combination, members of our management team who remain with us, may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination. It is unlikely the amount of such compensation will be known at the time, as it will be up to the directors of the post-combination business to determine executive and director compensation. Any compensation to be paid to our officers will be determined, or recommended, to Board for determination, either by a committee constituted solely by independent directors or by a majority of the independent directors on our Board.

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 the 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.

Employment Agreements

We do not currently have any written employment agreements with any of our directors and officers except certain indemnification agreements with certain directors.

Retirement/Resignation Plans

We do not currently have any plans or arrangements in place regarding the payment to any of our executive officers following such person’s retirement or resignation.

BENEFICIAL OWNERSHIP OF SECURITIES

The following table sets forth certain information regarding the beneficial ownership based on [2,625,622] shares of Longevity’sour ordinary shares outstanding as of November 27, 2020, based on information obtained from the record datepersons named below, with respect to the beneficial ownership of our ordinary shares by:

As of the record date of November 27, 2020, there were a total of 5,270,000[2,625,622] of our ordinary shares issued and outstanding (including 4,000,000[1,375,622] public shares). Unless otherwise indicated, all persons named in the table have sole voting and investment power with respect to all ordinary shares of the Company beneficially owned by them.