UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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PRELIMINARY COPY — SUBJECT TO COMPLETION, DATED October 15, 2020

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

TO BE HELD ON NOVEMBER 20, 2020

TO THE SHAREHOLDERS OF LONGEVITY ACQUISITION CORPORATION:

You are cordially invited to attend the special2020 annual 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 November 20,December 18, 2020 at the offices of Longevity’sthe Company’s counsel, Hunter Taubman Fischer & Li LLC, 800 Third Avenue, Suite 2800, New York, New York 10022. Shareholders that wish to listen to the special meeting via teleconference, but will not be able to participate in the special meeting or vote, may use the following teleconference dial-in numbers:

[●]

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

Each of the Extension 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 provided that Longevity had until May 29, 2020 to complete a business combination. This date was extended to November 30, 2020 pursuant to a vote of the shareholders on May 22, 2020 (the “May Extension”). Following redemptions of 2,643,178 of the Ordinary Shares in connection with the May Extension, a total of approximately $14,401,874.06 million remained in the Trust Account. 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 November 30, 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 their pro 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 their pro 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 $[●] as of October 9, 2020. The closing price of Longevity’s shares on October 14, 2020 was $10.62. 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 November 30, 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. 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 October 9,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 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 Proposalratification 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 Proposalabove referenced proposals to be considered at the Meeting. 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,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 in 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 November 20, 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 NOVEMBER 20,DECEMBER 18, 2020 (Eastern Time)

PROXY STATEMENT

The special 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 November 20, 2020, at the offices of Hunter Taubman Fischer & Li LLC, 800 Third Avenue, Suite 2800, New York, New York 10022.

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. 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^th day 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 $[●] per share, in comparison to the current redemption amount of $[●] per share (as of October 9, 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 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 November 30, 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 their pro 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 their pro 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 $42.4 million that was in the trust account as of February 29, 2020. 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 November 30, 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 November 30, 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.

The record date for the special meeting is October 9, 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 2,626,822 outstanding ordinary shares of Longevity, including 1,356,822 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 October 15, 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:

The following biographical information is furnished as to each nominee for election as a Class I director:

Nicholas H. Adler, Director

FORWARD-LOOKING STATEMENTSNicholas H. Adler, age 45, 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 that someMr. Adler is well-qualified to serve as a member of the informationour board due to his experience and success in this proxy statement constitutes forward-looking statements. You can identify these statements by forward-looking words such as “may,” “expect,” “anticipate,” “contemplate,” “believe,” “estimate,” “intends,” and “continue” or similar words. You should read statements that contain these words carefully because they:securities regulation.

•     discuss future expectations;Jun Liu, Director

•     contain projectionsJun Liu, age 48, has served as a member of future resultsour board of operations or financial condition; or

•     state other “forward-looking” information.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 itMr. Liu is importantqualified to communicate our expectations to our shareholders. However, there may be events inserve as a director because of his extensive financial, investment and M&A experience and 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.extensive network he has established throughout his career.

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.

BACKGROUNDDirector Compensation

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 mayNo compensation will 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 unitspaid to our sponsor, officers and the underwriterdirectors, or any 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 deemedtheir respective affiliates, of the registrant, computed by reference to the closing sales price for the ordinary shares on October 14, 2020, as reported on the Nasdaq Capital Market, was approximately $10.62.

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 optionor 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 February 29, 2020, we had approximately $42.4 million in the trust account. As of February 29, 2020, $26,294 of cash was held outside of the trust account and is available for working capital purposes.

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.

Nasdaq Notice of Failure to Satisfy a Continued Listing Rule or Standard

On August 28, 2019, we received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that we were not in compliance with Listing Rule 5550(a)(3) (the “Minimum Public Holders Rule”), which required us to have at least 300 public holders for continued listing on the NASDAQ Capital Market. The Notice was only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of our securities on the Nasdaq Capital Market.

The Notice states that we have 45 calendar days to submit a plan to regain compliance with the Minimum Public Holders Rule. We intend to submit a plan to regain compliance with the Minimum Public Holders Rule within the required timeframe. If Nasdaq accepts our plan, Nasdaq may grant us an extension of up to 180 calendar days from the date of the Notice to evidence compliance with the Minimum Public Holders Rule. If Nasdaq does not accept our plan, we will have the opportunity to appeal the decision in front of a Nasdaq Hearings Panel.

The background of Business Combination

We are currently in discussions to complete a business combination that will qualify as an initial business combination under our Amended and Restated Memorandum and Articles of Association. In the event that we enter into a definitive agreement for a business combination prior to the special meeting, we 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.

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’sour initial business combination. Our sponsor had previously provided similar extension loansAdditionally, these individuals are reimbursed for any out-of-pocket expenses incurred in connection with activities on two other occasions.our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

On May 22, 2020, we held a special meeting (the “May Special Meeting”)Required Vote

Each of shareholders in lieuNicholas H. Adler and Jun Liu shall be re-elected to the board of directors of the 2020 annual general meeting of shareholders. At the May Special Meeting, our shareholders approved the following items: (i) an amendment to the Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate a business combination (the “May Extension”) from May 29, 2020 to November 30, 2020 (such date or later date, as applicable, the “May Extended Date”) (the “May Extension Proposal”), and (ii) a proposal to elect each of Messrs. Jun Liu and Pai Liu as Class I directors of the Company with each such director to serve until the second2022 annual general meeting of shareholders followingif the May Special Meeting or until his or her successorproposal to re-elect that person is elected and qualified (the “Director Proposal”). Theapproved by the affirmative vote of at least 65%the majority of the Ordinary Shares of the Company entitled to vote which wereshares present in person or by proxy at the May Special Meeting and which votedvoting on the May Extension Proposal was required to approve the May Extension Proposal. The affirmative vote of a majority of the Company’s Ordinary Shares entitled to vote which were present (in person or by proxy) at the May Special Meeting and which vote on the Director Proposal is required to elect each of the two nominees pursuant to the Director Proposal.

In connection with the May Special Meeting, we also agreed that if the May 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 “May Initial Contribution”) in connection with the special meeting plus (ii) $0.025 for each public share that is not redeemed in connection with the May Special Meeting for each subsequent calendar month on the 30th day of each subsequent month, or portion thereof, that is needed by Longevity to complete an initial business combination until the May Extended Date (the “May Additional Contributions” and, collectively with the May Initial Contribution, the “May Contributions”). Given that the May Extension Proposal was approved, the May Initial Contribution would be deposited in the Trust Account promptly following the May Special Meeting. Each May Additional Contribution would be deposited in the Trust Account within thirty calendar days from the beginning of such calendar month (or portion thereof). The May Contributions were conditioned upon the implementation of the May Extension Proposal. The amount of the May Contributions do bear interest and would be repayable by us to our sponsor or its designees upon consummation of an initial business combination.

Following redemptions of 2,643,178 of the Ordinary Shares in connection with the May Extension, a total of approximately $14,401,874.06 million will remain in the Trust Account.

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 a pro 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 November 30, 2020 to May 29, 2021, or such earlier date as determined by the Board.

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 November 30, 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 as Annex 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. This date was extended to November 30, 2020 pursuant to a vote of the shareholders on May 22, 2020 (the “May Extension”). Following redemptions of 2,643,178 of the Ordinary Shares in connection with the May Extension, a total of approximately $14,401,874.06 million remained in the Trust Account after the May Extension. While we are currently in discussions regarding business combination opportunities, our Board currently believes that there will not be sufficient time before November 30, 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 November 30, 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 November 30, 2020 in accordance with our Amended and Restated Memorandum and Articles of Association, we will automatically wind up, dissolve and liquidate starting on November 30, 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 in Annex 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 a pro 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.

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 $42.4 million that was in the trust account as of February 29, 2020. 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, a pro 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 a pro 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 October 9, 2020, this would have amounted to approximately $[●] per share. The closing price of Longevity’s shares on October 14, 2020 was $10.62.

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 47.6% 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 BoardCompany’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 Extension Proposal. The Board expresses no opinionratification of the appointment of Marcum LLP as to whether you should redeem yourour independent registered public shares.accounting firm.

THEPROPOSAL 3--THE ADJOURNMENT PROPOSAL

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

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

Required Vote

The affirmative vote ofIf a majority of the Company’s shares present (inin person or by proxy)proxy and voting on the Adjournment Proposalmatter at the special meeting will be required to directMeeting vote for the adjournment proposal, the chairman of the special meetingMeeting will exercise his or her power 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.as set out above.

Recommendation

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

THE SPECIAL MEETINGGOVERNANCE OF LOAC

Date, TimeDirectors and PlaceExecutive Officers

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

Alex 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 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). TheHis 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.

Jerry 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 meeting of Longevity’s shareholders will be held at 11:00 a.m., Eastern Time on November 20, 2020,studies at the officesUniversity of Longevity’s counsel, Hunter Taubman Fischer & Li LLC,California at 800 Third Avenue, Suite 2800,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 NY 10022.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.

Voting Power; Record DateTerms of Office of Officers and Directors. You

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. Nicholas H. Adler and Jun Liu, will be entitled to vote or direct votes to be castexpire at the special meeting, if you owned Longevity ordinary sharesMeeting. The term of office of the second class of directors, consisting of Messrs. Matthew Chen, Alex Lyamport and Jerry L. Hutter, will expire at the closeCompany’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 on October 9, 2020,combination.

Our officers are appointed by the record dateBoard and serve at the discretion of the Board, rather than for specific terms of office. Our Board is authorized to appoint persons to the special meeting. Youoffices 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 have one vote per proposal for each Longevity share you owned at that time. Longevity rightsmake copies of all such letters and warrants do not carry voting rights.circulate them to the appropriate director or directors.

Votes RequiredDirector Independence. The affirmative vote

NASDAQ listing standards require that a majority of our board of directors be 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 holderscompany or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that each of Messrs. Jerry L. Hutter, Nicholas H. Adler and Jun Liu is an “independent director” as defined in the NASDAQ listing standards and applicable SEC rules. Our independent directors have regularly scheduled meetings at least 65%which only independent directors are present.

Leadership Structure and Risk Oversight

The 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 the board of directors including the procedures that the Company has adopted to identify and manage risks. The audit committee addresses risks that fall within the committee’s area of responsibility. For example, the audit committee is responsible for overseeing the quality and objectivity of the Company’s ordinary shares entitledfinancial statements and the independent audit thereof. The audit committee reserves time at each of its meetings to votemeet with the Company’s independent registered public accounting firm outside of the presence of the Company’s management.

Board of Directors and Committees

Our board of directors has two standing committees: an audit committee, and a compensation committee. The rules of NASDAQ and Rule 10A-3 of the Exchange Act as required by the rules of the NASDAQ, require that the audit committee and 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 are serving as members of our audit committee. Mr. Jerry 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 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 are present (in persondetails the principal functions of the audit committee, including:

Compensation Committee

We have established a compensation committee of the Board. Messrs. Jerry L. Hutter, Nicholas H. Adler and Jun Liu serve as members of our compensation committee. Mr. Nicholas 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 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 approvedo so by law or NASDAQ rules. In accordance with Rule 5605(e)(2) of the Extension Proposal. The affirmative vote ofNasdaq rules, a majority of the Company’s ordinary shares entitledindependent directors may recommend a director nominee for selection by the board of directors. The board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who shall participate in the consideration and recommendation of director nominees are Messrs. Jerry L. Hutter, Nicholas H. Adler and Jun 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 board of directors will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to vote which are present (in person or by proxy)stand for election at the next annual meeting of shareholders (or, if applicable, a special meeting and are voted will be requiredof shareholders). Our shareholders that wish to approve the Adjournment Proposal. Abstentions, which are not votes cast, will have no effect with respectnominate a director for election 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 2,626,822 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 November 20, 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 onshould follow the proposal to approve the Extension 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 solicitedprocedures set forth in person or by telephone. If you grant a proxy, you may still revoke your proxyour memorandum and vote your shares at the special meeting.articles of association.

We have retained Advantage Proxy, Inc. (“Advantage Proxy”)not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to assist uspossess. In general, in soliciting proxies. If youidentifying and evaluating nominees for director, the board 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.

Code of Ethics

We have questions about howadopted a Code of Ethics applicable to voteour 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 at 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 directwaivers of certain provisions of our Code of Ethics in a voteCurrent 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 respectownership of your shares, you may contact Advantage Proxy at (877) 870-8565 (toll free)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 by email at ksmith@advantageproxy.com. The Company has agreedany of their respective affiliates, prior to pay Advantage Proxy a fee of $6,500 and expenses, for its servicesor in connection with the special meeting.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 2,626,822[2,625,622] of our ordinary shares issued and outstanding (including 1,356,822[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.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

In June 2018 we issued an aggregate of 1,150,000 founder shares to our sponsor for an aggregate purchase price of $25,000 in cash, or approximately $0.022 per share. 150,000 founder shares were forfeited by our sponsor on October 12, 2018 because the underwriters’ over-allotment option was not exercised.

Subject to certain limited exceptions, our initial shareholders have agreed not to transfer, assign or sell their founder shares until the earlier of   (A) one year after the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the last sale price of our ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Our sponsor purchased an aggregate of 250,000 private placement units in a private placement that occurred simultaneously with the closing of our initial public offering. Our sponsor has agreed not to transfer, assign or sell any of the shares included in the private placement units and the respective ordinary shares underlying the rights and warrants included in the private placement units until 30 days after the completion of our initial business combination.

An affiliate of our sponsor agreed, from the date that our securities were first listed on Nasdaq through the earlier of our consummation of our initial business combination and our liquidation, to make available to us office space, utilities and secretarial and administrative services, as we may require from time to time. We paypaid such affiliate $10,000 per month, which funds are used to pay for the aforementioned services. We believe, based on rents and fees for similar services in Shanghai, China, that the fee charged by such affiliate is at least as favorable as we could have obtained from an unaffiliated person. One of such affiliate’s executive officers is a member of our sponsor. Effective May 31, 2020, our sponsor agreed to stop charging the Company the monthly administrative fee.

Other than reimbursement of 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, no compensation or fees of any kind, including finder’s fees, consulting fees, non-cash payments or other similar compensation, will be paid to our officers or directors, or to any of their respective affiliates, prior to or with respect to our initial business combination (regardless of the type of transaction that it is). Our independent directors are responsible for reviewing and approving all related party transactions as defined under Item 404 of Regulation S-K, after reviewing each such transaction for potential conflicts of interests and other improprieties.

Prior to the closing of our initial public offering, our sponsor had also loaned to us an aggregate of $202,415 to cover expenses related to our initial public offering. These loans were non-interest bearing and will be payable without interest on demand. We repaid these loans from the proceeds of our initial public offering not placed in the trust account.

In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or our officers and directors may, but are not obligated to, loan us funds as may be required. If we consummate our initial business combination, we would repay such loaned amounts. In the event that the initial business combination does not close, we may use a portion of the offering proceeds held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Such loans would be evidenced by promissory notes. The notes would either be paid upon consummation of our initial business combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon consummation of our business combination into additional private placement units at a price of $10.00 per unit (which, for example, would result in the holders being issued 165,000 ordinary shares if $1,500,000 of notes were so converted (including 15,000 shares upon the closing of our initial business combination in respect of 150,000 rights included in such units), as well as 150,000 warrants to purchase 75,000 shares).

After 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 our shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a shareholder meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.

All ongoing and future transactions between us and any member of our management team or his or her respective affiliates will be on terms believed by us at that time, based upon other similar arrangements known to us, to be no less favorable to us than are available from unaffiliated third parties. It is our intention to obtain estimates from unaffiliated third parties for similar goods or services to ascertain whether such transactions with affiliates are on terms that are no less favorable to us than are otherwise available from such unaffiliated third parties. If a transaction with an affiliated third party were found to be on terms less favorable to us than with an unaffiliated third party, we would not engage in such transaction.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a target that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent accounting firm, or independent investment banking firm that our initial business combination is fair to our company from a financial point of view.

We have entered into a registration rights agreement. Our initial shareholders and the underwriter of our initial public offering and their permitted transferees can demand, after we consummates our initial business combination, that we register the founder shares, the private units and underlying securities, the shares underlying the warrants underlying the unit purchase option being issued to the underwriters of our initial public offering, and any securities issued upon conversion of working capital loans, pursuant to such agreement. In addition, the holders have certain “piggy-back” registration rights on registration statements filed after the Company’s consummation of our initial business combination. Notwithstanding the foregoing, the underwriter of our initial public offering may not exercise its demand and “piggyback” registration rights after five (5) and seven (7) years after August 28, 2018 and may not exercise its demand rights on more than one occasion.

SHAREHOLDER PROPOSALS

If you are a shareholder and you want to include a proposal in the proxy statement for the 2021 annual general meeting, your proposals are required to be submitted to Longevity by no later than January 21, 2021.

If the Extension Proposal is not approved, there will be no annual general meeting in 2021.

The Board 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 Amended and Restated Memorandum and Articles of Association.

DELIVERY OF DOCUMENTS TO SHAREHOLDERS

Pursuant to the rules of the SEC, Longevity and its agents that deliver communications to its shareholders are permitted to deliver to two or more shareholders sharing the same address a single copy of Longevity’s proxy statement. Upon written or oral request, Longevity will deliver a separate copy of the proxy statement to any shareholder at a shared address who wishes to receive separate copies of such documents in the future. Shareholders receiving multiple copies of such documents may likewise request that Longevity deliver single copies of such documents in the future. Shareholders may notify Longevity of their requests by calling or writing Longevity at Longevity’s principal executive offices at Yongda International Tower, No. 2277 Longyang Road, Pudong District, Shanghai, People’s Republic of China District.China.

WHERE YOU CAN FIND MORE INFORMATION

Longevity filesWe file reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s SEC filings, including this proxy statement, over the Internet at the SEC’s website athttp://www.sec.gov. You may also read and copy any document we file with the SEC at the SEC public reference room located at 100 F Street, N.E., Room 1580 Washington, D.C., 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, 100 F Street, N.E., Washington, D.C. 20549.

If you would like additional copies of this proxy statement or if you have questions about the Business Combination or the proposals to be presented at the Meeting, you should contact us by telephone or in writing:

Longevity Acquisition Corporation

Yongda International Tower

No. 2277 Longyang Road,

Pudong District, Shanghai

People’s Republic of China

Tel: (86) 21-60832028

or

Advantage Proxy, Inc.

P.O. Box 13581

Des Moines, WA 98198

Attn: Karen Smith

Toll Free: (877) 870-8565

Collect: (206) 870-8565

LONGEVITY ACQUISITION CORPORATION

Yongda International Tower

No. 2277 Longyang Road, Pudong District, Shanghai

People’s Republic of China

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 10:00 a.m., Eastern Time on December 18, 2020

(Record Date – November 27, 2020)

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Alex Lyamport and Matthew Chen, or either of them, as proxies of the undersigned, with full power to appoint his substitute, and hereby authorizes him to represent and to vote all the ordinary shares of Longevity Acquisition Corporation, which the undersigned is entitled to vote, as specified below on this card, at the Annual Meeting of Shareholders of Longevity Acquisition Corporation, on Friday, December 18, 2020, at 10:00 a.m. local time, at the offices of the Company’s counsel, Hunter Taubman Fischer & Li LLC, 800 Third Avenue, Suite 2800, New York, New York 10022.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATION OF THE BOARD OF DIRECTORS FOR EACH OF THE PROPOSALS. This proxy authorizes the above designated proxy to vote in his discretion on such other business as may properly come before the meeting or any adjournments or postponements thereof to the extent authorized by Rule 14a-4(c) promulgated under the Securities Exchange Act of 1934, as amended. Longevity files its reports, proxy statements and other information electronically with the SEC. You may access information on Longevity at the SEC website containing reports, proxy statements and other information at http://www.sec.gov.

You may obtain this additional information, or additional copies of this proxy statement, at no cost, and you may ask any questions you may have about the Extension Proposal or the Adjournment Proposal by contacting us at the following address, telephone number or facsimile number:THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR ALL”

FOR PROPOSAL 1, “FOR” FOR PROPOSALS 2 AND 3 SET FORTH BELOW.

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.

PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK

Longevity Acquisition CorporationPROPOSAL 1: To elect the nominees listed in the Proxy Statement to the Company’s Board of Directors.

Yongda International Tower 

No. 2277 Longyang Road, 

Pudong District, Shanghai 

People’s Republic of China District 

Tel: (86) 21-60832028

or:

Advantage Proxy, Inc. 

P.O. Box 13581 

Des Moines, WA 98198 

Attn: Karen Smith 

Toll Free: (877) 870-8565 

Collect: (206) 870-8565

In order to receive timely delivery of the documents in advance of the special meeting, you must make your request for information no later than May 15, 2020.

ANNEX A

LONGEVITY ACQUISITION

CORPORATION (the “Company”)

RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY

Extension Proposal

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

Adjournment ProposalPROPOSAL 2: To ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ended February 29, 2020 and for the interim periods ended May 31, 2020 and August 31, 2020.

It is resolved to

PROPOSAL 3: To direct the chairman of the Meeting to adjourn the 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 Meeting, there are not sufficient votes to approve the Extension Proposal.

PRELIMINARY COPY — SUBJECT TO COMPLETION, DATED October 15, 2020

PROXY

LONGEVITY ACQUISITION CORPORATION
Yongda International

Tower No. 2277

Longyang Road

Pudong District

Shanghai, People’s Republic of China District

SPECIAL MEETING OF SHAREHOLDERS

NOVEMBER 20, 2020

YOUR VOTE IS IMPORTANT

FOLD AND DETACH HERE

LONGEVITY ACQUISITION CORPORATION

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 20, 2020

The undersigned, revoking any previous proxies relating to these shares, hereby acknowledges receipt of the Notice and Proxy Statement, dated October 15, 2020, in connection with the special meeting and at any adjournments thereof (the “Meeting”) to be held at 11:00 a.m. Eastern Time on November 20, 2020 at the offices of Longevity’s counsel, Hunter Taubman Fischer & Li LLC, 800 Third Avenue, Suite 2800, New York, New York 10022, and hereby appoints Matthew Chen and Teddy Zheng, and each of them (with full power to act alone), the attorneys and proxies of the undersigned, with power of substitution to each, to vote all ordinary shares of Longevity Acquisition Corporation (the “Company”) registered in the name provided, which the undersigned is entitled to vote at the Meeting with all the powers the undersigned would have if personally present. Without limiting the general authorization hereby given, said proxies are, and each of them is, instructed to vote or act as follows on the proposals set forth in this Proxy Statement.

THIS PROXY, WHEN EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” PROPOSAL 1 AND “FOR” PROPOSAL 2.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 1 AND “FOR” PROPOSAL 2.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders to be held on November 20, 2020foregoing proposals;: This notice of meeting and the accompany proxy statement are available at https://www.cstproxy.com/longevityacquisitioncorp/2020.

Please indicate if you intend to attend this meeting     ¨ YES        ¨ NO

Regardless of whether you vote “FOR” or “AGAINST” Proposal 1 or “ABSTAIN,” or whether they were holders of Longevity ordinary shares on the record date or acquired such shares after such date, if you hold ordinary shares issued in the Company’s IPO, or public shares, you may exercise your redemption rights with respect to all or a portion of your public shares. If you exercise your redemption rights, then you will be exchanging the indicated number of your public shares for cash and you will no longer own such public shares. YOU WILL ONLY BE ENTITLED TO RECEIVE CASH FOR THOSE PUBLIC SHARES IF YOU TENDER YOUR SHARE CERTIFICATES REPRESENTING SUCH REDEEMED PUBLIC SHARES TO THE COMPANY’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT SUCH MEETING.

Signature should agree with name printed hereon. If shares are held in the name of more than one person, EACH joint owner should sign. Executors, administrators, trustees, guardians, and attorneys should indicate the capacity in which they sign. Attorneys should submit powers of attorney.

PLEASE SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY. THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” PROPOSAL 1 AND “FOR” PROPOSAL 2. THIS PROXY WILL REVOKE ALL PRIOR PROXIES SIGNED BY YOU.