Longevity Acquisition Corp

It changes what the pending extension vote is FOR. Longevity's 20 Nov 2020 special meeting proxy, mailed as a search-mode extension, is now backed by a signed transaction, and the two must be kept distinct: this merger carries its own shareholder vote and its own redemption election under a proxy statement/prospectus not yet filed at this date. Longevity is the disappearing entity here — holders receive securities of 4D Pharma, an already-listed UK company — which is a different shape from a SPAC whose target becomes a new public company.

29 May 2021 is a CEILING conditioned twice: it needs each monthly contribution funded, and the board may end it earlier. The contribution paragraph is carried over verbatim from the May 2020 proxy — its worked example still runs 'until November 30, 2020, which would represent six calendar months' for approximately $600,000 — so it describes the FIRST extension, not this one, and cannot be relied on for what the sponsor owes over the new period. Longevity was at this point still searching; the 4D Pharma merger agreement is signed six days after this filing.

Two thirds of the trust left in the June 3 redemption and the shell now runs on $14.5 million of trust against $3,128,979 of liabilities, $1.79 million of it owed to the sponsor. The $10.69 is an August 31, 2020 carrying value, not a redemption price, and the trust figure is already three months old at the filing date - the same as-of problem this company's previous 10-Q demonstrated when its trust was cut by two thirds three days after the balance-sheet date. Nothing was written to a trust, floor or price field.

A public-holders deficiency is a listing risk that runs on Nasdaq's clock rather than the SPAC's own. Note a date problem on the face of the document: the report is filed September 2, 2020 but dates the notice 'August 28, 2019', so the notice date as printed cannot be reconciled with the filing date or with the 45-day plan window described in the present tense. The notice date is therefore reported here as the document prints it, not relied on.

This is the clearest case in the slice of why a trust figure must be quoted with its date: $42,492,044 at May 31, 2020 was reduced by two thirds on June 3, before the filing was made, and the document says so itself. The company is also running on $1,744 of cash, with every extension deposit borrowed from the sponsor and repayable only on a closing. Detect-only: neither the trust, the approximately $10.61 redemption price, nor the November 30, 2020 date was written to any field.

The deadline genuinely moved — the charter amendment was filed in the BVI on May 27, 2020, so November 30, 2020 is an effected date rather than an authorised option. The price was 2,643,178 shares redeemed. On the trust, the report states '$14,401,874.06 million will remain in the Trust Account', which is internally inconsistent: the figure and the word 'million' cannot both be right, so no post-redemption trust balance is asserted here.

This is the filing that turns Longevity's extension into a dated election: the meeting, the record date and therefore the tender cut-off are all now stated, where the 21 Apr 2020 preliminary left the meeting blank. The Extended Date remains a CEILING funded in $0.025-per-share monthly instalments to a maximum of approximately $600,000, and the Extension Proposal needs 65% of the shares voting. The filing warns that failure either way — no extension by 29 May 2020, or no combination by the Extended Date — means winding up and redeeming 100% of public shares within ten business days.

Every dollar of the trust's growth above $40,000,000 is borrowed: $2,700,000 of liabilities now sit against the shell to keep it alive. The document also disagrees with itself by one day on its own outer date - the extension is described as running 'until May 28, 2020' in one place and 'by May 29, 2020' in two others - and a further extension to November 30, 2020 is only proposed, requiring a shareholder vote plus $0.025 per non-redeemed share per month (up to $600,000). Detect-only: nothing written to a deadline, trust or floor field.

30 Nov 2020 is a CEILING reached only by funding six monthly instalments; the charter deadline as filed is 29 May 2020, and the filing conditions every contribution on the Extension being implemented, adding that if the sponsor says it will not pay, the proposals will not be put. The document frames the payoff as an estimate: 'approximately $10.75 per share' at a later business-combination vote or liquidation versus 'the current redemption amount of $10.60 per share (as of February 29, 2020 and assuming no public shares were redeemed)'. The 65% approval threshold is unusual and worth noting.

This is a completed extension rather than an option: the deposit was made and the report states the new date as a fact, not as something contingent on a further payment. The note bears no interest and is repayable in full only on consummation of the initial business combination, so on a liquidation the sponsor's $400,000 stays in trust for public shareholders and the note goes unpaid; that is a real transfer of value into the trust. The report gives no trust balance, no public share count and no redemption figures; the $0.10 per public share is the company's own characterisation.

The second same-day director resignation and replacement at this company in under two months, following the December 2, 2019 change on the Class I seat, with the incoming director again taking audit and compensation committee seats. The filing gives no reason beyond 'other professional interests' and discloses no disagreement.

Cash outside the trust is down to $91,731 while the convertible sponsor note has grown to $1,100,000 — the shell is now funding itself almost entirely on sponsor credit, and that credit is convertible, so a closing may settle it in securities rather than cash. Redemption value per redeemable share is approximately $10.47 ($34,854,352 over 3,330,524), up from approximately $10.11 at the year end, reflecting both trust earnings and the $400,000 extension deposit the sponsor made in November. The redeemable share count fell by 140,530 over the nine months.

A director departure and replacement on the same day, with the incoming director taking both an audit committee seat and the compensation committee chair. The filing gives no reason beyond 'other professional interests' and discloses no disagreement, which is the disclosure that would be required if there were one.

This is a charter-permitted extension bought with a sponsor deposit rather than voted on: $0.10 per public share into trust buys three months to February 28, 2020, so the deadline moves without a shareholder meeting and without a redemption opportunity. The deposit raises the trust and therefore the per-share redemption amount, while the matching liability sits outside the trust and is repayable only on a closing — if there is no closing, the note is not repaid.

Two balances moved in opposite directions over the six months: the trust grew by $861,372 on interest while operating cash fell by $499,347, and a $400,000 related-party convertible note appeared where there was none — the company was funding operating costs from sponsor credit rather than from cash on hand. Redemption value per redeemable share rose from about $10.11 to about $10.32 while the redeemable share count fell by 82,996, the reclassification that holds shareholders' equity at just over the $5,000,000 mark in both periods.

This is working capital funded outside the trust and expressly subordinated to it by the payee's trust waiver, so it cannot reduce the per-share redemption amount: it is repaid from a closing or ranks as an unsecured claim at winding up. Because each drawdown is discretionary on the payee's side, $800,000 is a ceiling on availability rather than committed cash, and the amount drawn is not stated here. Unlike some sponsor notes this one is freely prepayable by the company.

A fixed $400,000 of sponsor credit, repaid only on a closing and written off in a wind-up — funding a search whose own cash had fallen to about $439,000 at the May quarter end.

Redemption value accreted six cents in the quarter while cash outside the trust fell by nearly a third — trust income now exceeds the search cost, but the operating account is draining.

The first year's search cost slightly exceeded what the trust earned, so the company is running a small accumulated deficit — and $369,136 of the interest is attributed to redeeming shareholders rather than to the company.

Trust value per share has accreted above $10.00 while operating costs rose sharply in the quarter — the first quarter in which search expenses exceed trust income for this SPAC.

Opens the separate Nasdaq lines and settles the over-allotment: it lapsed unexercised, so the trust stays at $40 million and the sponsor's founder-share count drops by 150,000.

Establishes a $10.00 trust of $40 million with $1,000,000 of deferred underwriting against it, and about $1.06 million of cash outside trust — unusually well funded for a shell this size.