LOAC Longevity Acquisition

Filed: 2 Sep 20, 4:21pm





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): September 2, 2020



(Exact name of registrant as specified in its charter)


British Virgin Islands 001-38637 N/A
(State or other jurisdiction
of incorporation)
 (Commission File Number) (IRS Employer
Identification No.)


Yongda International Tower No. 2277

Longyang Road, Pudong District, Shanghai

People’s Republic of China

(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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.


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


The Notice states that LOAC has 45 calendar days to submit a plan to regain compliance with the Minimum Public Holders Rule. LOAC intends to submit a plan to regain compliance with the Minimum Public Holders Rule within the required timeframe. If Nasdaq accepts LOAC’s plan, Nasdaq may grant LOAC 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 LOAC’s plan, LOAC will have the opportunity to appeal the decision in front of a Nasdaq Hearings Panel.


Forward-Looking Statements


The Company makes forward-looking statements in this report within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to expectations or forecasts for future events. These forward-looking statements are based on information available to us as of the date of this report, and involve substantial risks and uncertainties. Actual results may vary materially from those expressed or implied by the forward-looking statements herein due to a variety of factors, including the Company’s ability to submit a plan of compliance satisfactory to Nasdaq, its ability to evidence that it has a minimum of 300 public holders, and other risks and uncertainties set forth in the Company’s reports filed with the Securities and Exchange Commission. The Company does not undertake any obligation to update forward-looking statements as a result of new information, future events, or developments or otherwise.







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.


Date: September 2, 2020By:/s/ Matthew Chen 
 Name: Matthew Chen 
 Title:Chief Executive Officer and Chairman