Longevity Acquisition (LOAC)

Filed: 25 Feb 20, 11:11am





Washington, D.C. 20549






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


Date of Report (Date of earliest event reported): February 21, 2020



(Exact name of registrant as specified in its charter)


British Virgin Islands 001-38637 N/A

 (State or other jurisdiction of

incorporation or organization)  

 (Commission File Number) 

(I.R.S. Employer

Identification Number)


Yongda International Tower No. 2277  
 Longyang Road, Pudong District, Shanghai  
People’s Republic of China 201204
(Address of principal executive offices) (Zip Code)


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


Not Applicable

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


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


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


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


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


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


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


Title of each class Trading Symbol(s) 

Name of each exchange on

which registered

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

Warrants to purchase one-half of one

ordinary share

 LOACW The NASDAQ Stock Market LLC

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

ordinary share

 LOACR The NASDAQ Stock Market LLC

Units, each consisting of one ordinary share,

one right and one warrant

 LOACU The NASDAQ Stock Market LLC


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


Emerging growth company x


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






Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant


On February 21, 2020, Longevity Acquisition Corporation (the “Company”) issued an unsecured promissory note in the amount of $400,000, representing $0.10 per public share, to Whale Management Corporation (the “Sponsor”). The Sponsor deposited such funds into the Company’s trust account (the “Trust Account”), as described in the prospectus filed by the Company in connection with the Company’s initial public offering. As a result, the period of time the Company has to consummate a business combination has been extended by three months to May 28, 2020. The note bears no interest and is repayable in full upon consummation of the Company’s initial business combination. A copy of the note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.


The disclosures set forth in this Item 2.03 are intended to be summaries only and are qualified in their entirety by reference to the notes.


Item 8.01Other Events


On February 25, 2020, the Company issued a press release announcing the extension of the period of time the Company has to consummate a business combination. A copy of the press release issued by the Company is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.


Item 9.01Financial Statements and Exhibits




Number Exhibit
10.1 Promissory note, dated February 21, 2020, issued by Longevity Acquisition Corporation to Whale Management Corporation
99.1 Press release, dated February 25, 2020







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


Dated: February 25, 2020   
 By:  /s/ Matthew Chen 
  Name: Matthew Chen 
  Title: Chairman and Chief Executive Officer