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): December 11, 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) |
(Commission File Number) | (IRS Employer Identification No.) |
|
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 8.01. Other Events.
As previously disclosed by Longevity Acquisition Corporation (the “Company”) in its Current Report on Form 8-K dated September 2, 2020, the Company was notified by the Listing Qualifications Department of The NASDAQ Stock Market ("Nasdaq") that it did not comply with Nasdaq Listing Rule 5550(a)(3), which requires companies listed on the Nasdaq Capital Market to have at least 300 public holders for continued listing (the "Minimum Public Holders Rule"). On December 10, 2020, the Company received a letter from the Listing Qualifications Department of Nasdaq, confirming that the Company had regained compliance with the Minimum Public Holders Rule based on the Company's submissions to Nasdaq dated October 12, October 28 and November 30, 2020 showing that the Company had more than 300 public holders.
On December 11, 2020, the Company issued a press release announcing that the Company has regained compliance with the Minimum Public Holders Rule, a copy of which is attached hereto as Exhibit 99.1
Item 9.01 Financial Statements and Exhibits
(d) The following exhibits are filed with this report.
| Exhibits Number | ||
| 99.1 | Press Release |
SIGNATURES
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.
| LONGEVITY ACQUSITION CORPORATION | |||
| Date: December 11, 2020 | By: | /s/ Matthew Chen | |
| Name: | Matthew Chen | ||
| Title: | Chief Financial Officer and Chairman | ||
Exhibit 99.1
Longevity Acquisition Corporation Regains Compliance with Nasdaq Listing Requirement
NEW YORK, December 11, 2020 /PRNewswire/ -- Longevity Acquisition Corporation (NASDAQ: LOAC) (the "Company"), a publicly-traded special purpose acquisition company, announced today that on December 10, 2020, the Company received a letter from the Listing Qualifications Department of The NASDAQ Stock Market ("Nasdaq"), confirming that the Company had regained compliance with Nasdaq Listing Rule 5550(a)(3) which requires companies listed on the NASDAQ Capital Market to have at least 300 public holders for continued listing (the "Minimum Public Holders Rule").
As previously disclosed by the Company in its Current Report on Form 8-K dated September 2, 2020, the Company was notified by Listing Qualification Department of Nasdaq that it did not comply with the Minimum Public Holders Rule. Based on the Company's submissions to Nasdaq dated October 12, October 28 and November 30, 2020, the Company had more than 300 public holders. Accordingly, the Listing Qualifications Department of Nasdaq has determined that the Company regained compliance with the Minimum Public Holders Rule.
About LOAC
LOAC is a blank check company, also commonly referred to as a Special Purpose Acquisition Company, or SPAC, formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination with one or more businesses or entities. LOAC is contemplating a proposed business combination with 4D Pharma PLC, a public limited company incorporated under the laws of England and Wales pursuant to an agreement and plan of merger dated October 21, 2020 as disclosed in a Form 8-K filed with the Securities and Exchange Commission on October 22, 2020. LOAC is sponsored by Whale Management Corporation, a BVI business company with limited liability.
Forward-Looking Statements
This press release and the exhibits hereto include “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 and within the meaning of Section 27a of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any actual results may differ from expectations, estimates and projections presented or implied and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, LOAC’s expectations with respect to future performance, anticipated financial impacts of the proposed business combination, approval of the business combination transactions by security holders, the satisfaction of the closing conditions to such transactions and the timing of the completion of such transactions.
Contact:
Matthew Chen
Longevity Acquisition Corporation
+ (86) 21-60832028
mchen@lonacq.com