425 1 tm2110068d1_8k.htm FORM 8-K

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): March 18, 2021

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:

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

On March 17, 2020, Longevity Acquisition Corporation (the “Company”) held its special meeting (the “Special Meeting”) of shareholders. At the Special Meeting, the Company’s shareholders approved the proposal to approve the merger, including the Agreement and Plan of Merger, dated as of October 21, 2020, by and among 4D pharma plc, the Company and Dolphin Merger Sub Limited, and the related agreements and transactions contemplated thereby (the “Longevity Merger Proposal”). The affirmative vote of at least 50% 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 Longevity Merger Proposal was required to approve the Longevity Merger Proposal.

Redemptions of 300 of the Ordinary Shares were made in connection with the Longevity Merger Proposal.

Set forth below are the final voting results for the Longevity Merger Proposal.

Longevity Merger Proposal

The Longevity Merger Proposal was approved, approving the merger, including the Agreement and Plan of Merger, dated as of October 21, 2020, by and among 4D pharma plc, the Company and Dolphin Merger Sub Limited, and the related agreements and transactions contemplated thereby. The voting results of the Ordinary Shares of the Company were as follows:

For		Against		Withheld		Broker Non-Votes
1,665,403		0		303		0

Item 8.01. Other Events.

On March 18, 2021, the Company issued a press release (the “Press Release”) before the market opened, announcing results of Special Meeting.

A copy of the Press Release issued by the Company is attached as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Description

99.1

Press Release, dated March 18, 2021

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: March 18, 2021

	LONGEVITY ACQUISITION CORPORATION


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

SEC Form 425 filed by Longevity Acquisition Corporation