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LOAC Longevity Acquisition

Filed: 20 Nov 20, 2:05pm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

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

 

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

 

LONGEVITY ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

 

British Virgin Islands 001-38637 N/A

 (State or other jurisdiction of

incorporation or organization)  

 (Commission File Number) 

(I.R.S. Employer

Identification Number)

 

Yongda International Tower

No. 2277 Longyang Road

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

 

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

 

Not Applicable

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

 

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

 

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

  

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

  

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

  

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

  

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

 

Title of each class Trading Symbol(s) 

Name of each exchange on

which registered

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

Warrants to purchase one-half of one

ordinary share

 LOACW The NASDAQ Stock Market LLC

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

ordinary share

 LOACR The NASDAQ Stock Market LLC

Units, each consisting of one ordinary share,

one right and one warrant

 LOACU The NASDAQ Stock Market LLC

 

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

 

Emerging growth company x

 

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

 

 

 

 

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

 

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

 

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

 

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

 

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

 

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

 

Extension Proposal

 

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

 

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

 

Item 8.01 Other Events.

 

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

   

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits 

 

Exhibit

Number

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

 

 

 

 

SIGNATURE

 

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

 

Dated: November 20, 2020

 

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