LOAC SEC filings, in plain English
Everything Longevity Acquisition Corp has filed with the SEC that we hold — 40 filings, newest first, 5 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Longevity Acquisition Corporation issued definitive merger materials for a special meeting at 10:00 a.m. Eastern Time on March 17, 2021 at the offices of Hunter Taubman Fischer & Li LLC in New York, on the agreement and plan of merger dated October 21, 2020 with 4D pharma plc and Dolphin Merger Sub Limited. Longevity merges into Merger Sub under section 170 of the BVI Business Companies Act, with Merger Sub surviving as a wholly owned subsidiary of 4D pharma. Each Longevity share converts into 7.5315 4D Pharma Shares, delivered as ADSs at one ADS for every eight shares. Why it matters: Two cash tests must be met immediately prior to the effective time: Longevity must have at least $11.8 million of net tangible assets and at least $14.6 million in cash, so redemptions can defeat the transaction directly. Completion also depends on 4D pharma's own shareholders, two of whose approvals are special resolutions requiring 75% of votes cast. Whale Management Corporation, holding approximately 47.6% of Longevity's capital, has signed a voting and support agreement. Longevity's shareholders are expected to own approximately 17.7% of 4D pharma against 82.3% for existing holders.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- not previously extracted2021-05-29
SpacBrain reads this as the agreement may be terminated from 2021-05-29.
The clause …“combination TABLE OF CONTENTS (as such term is used in the Prospectus) before May 29, 2021 (the “Outside Date”), (ii) to the Public Shareholders in the event that they elect to redeem their ordinary shares of Longevity in connection”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Quarter ended November 30, 2020 (February fiscal year end). The trust has collapsed: $14,607,845 at November 30, 2020 against $42,412,991 at February 29, 2020, and the redeemable block fell from 3,280,938 shares ($34,788,598) to 575,331 shares ($6,199,623). Cash outside trust is $19,330 against a working-capital deficit of $386,516. Total liabilities $3,439,989: a $1,619,122 promissory note, a $402,576 related-party convertible note, $1,000,000 of deferred underwriting and $418,291 of current items. Net loss $196,283 for the quarter and $520,260 for nine months. Why it matters: Roughly two thirds of the original $40m trust has left through redemptions and the shell now holds $19,330 of cash against $418,291 of current liabilities - it is running on insider notes, which together exceed $2.0m. The $1,000,000 deferred underwriting fee is now about 7% of what remains in trust, a far heavier drag on closing cash than at IPO. Trust and share figures are as of November 30, 2020, and this issuer has redeemed repeatedly, so they date quickly.
What changed vs 2020-10-07trust $14.5M → $14.6M +1%deadline 2020-11-30 → 2021-05-29sponsor loan $1.2M → $1.6Mshares 599K → 575K -4%trust account, combination deadline, sponsor loans outstanding +24 moved · 1 with no prior record of ours
- Trust account
- $14.5M$14.6M
- Combination deadline
- 2020-11-302021-05-29
- Sponsor loans outstanding
- $1.2M$1.6M
- Redeemable shares
- 599K575K
- Mandate language
- the Company intends to focus on businesses that have their p… · unchanged
SpacBrain reads this as $102,335 was added to the trust between the two filings.
The clause …“12,445 112,195 Total Current Assets 31,775 138,489 Marketable securities held in Trust Account 14,607,845 42,412,991 Total Assets $ 14,639,620 $ 42,551,480 LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities Account payable”…
SpacBrain reads this as 180 days later than the previous record.
The clause …“were required to consummate a Business Combination from November 30, 2020 to May 29, 2021. In connection with the approval of the extension on November 20, 2020, shareholders elected to redeem an aggregate of 1,200 ordinary shares, of”…
SpacBrain reads this as the sponsor has advanced $419,122 more.
The clause …“upon consummation of a Business Combination. As of November 30, 2020, the outstanding balance under the Promissory Note amounted to an aggregate of $1,619,122. On December 3, 2020 additional proceeds of $240,878 were received by the”…
SpacBrain reads this as 24,140 shares are no longer redeemable.
The clause …“authorized; 2,050,291 and 1,989,062 shares issued and outstanding (excluding 575,331 and 3,280,938 shares subject to possible redemption) at November 30, 2020 and February 29, 2020, respectively 5,825,598 5,305,335 Accumulated deficit”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: DEFINITIVE proxy for Longevity's 2020 annual meeting, 18 Dec 2020 at 10:00 a.m. Eastern, record date the close of business on 27 Nov 2020, with the same three proposals as the 23 Nov 2020 preliminary: re-elect two directors, ratify Marcum LLP, and permit adjournment. The bracketed placeholders of the preliminary are now firm — 2,625,622 ordinary shares outstanding on the record date, including 1,375,622 public shares. Approval requires 50% or more of the shares present and voting; no charter or trust amendment is proposed. Why it matters: A definitive proxy that creates no redemption right is worth recording as such, because the absence is the fact: a reader tracking Longevity's deadlines gets nothing from this document, while the extension to 29 May 2021 approved at the 20 Nov 2020 special meeting remains the governing clock. The confirmed 1,375,622 public shares also fix the base on which the sponsor's $0.05 per Remaining Share monthly contribution is computed, which is the number that decides how much cash actually enters the trust each month.
combination deadline, mandate languagenothing moved · 2 with no prior record of ours
- Combination deadline
- 2021-05-29not matched in this filing
- Mandate language
- We are focusing our efforts on seeking and completing an ini…not matched in this filing
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Longevity Acquisition Corporation filed a preliminary proxy statement dated November 25, 2020 for a special meeting on the agreement and plan of merger dated October 21, 2020 with 4D pharma plc and Dolphin Merger Sub Limited. Longevity merges into Merger Sub under section 170 of the BVI Business Companies Act, with Merger Sub surviving as a wholly owned subsidiary of 4D Pharma. Each Longevity ordinary share converts into 7.5315 4D Pharma shares, delivered as American Depositary Shares at one ADS for every eight shares. The meeting's date and time are left blank. Why it matters: Two cash tests gate the closing: Longevity must have at least $11.8 million of net tangible assets and at least $14.6 million in cash immediately before the effective time, so redemptions can break the transaction outright. Completion also requires 4D Pharma's own shareholders to pass a section 551 allotment resolution by simple majority and two special resolutions at 75%, to disapply pre-emption rights and to amend the articles to create the ADSs. Whale Management Corporation, holding about 47.6% of Longevity, has signed a voting and support agreement.
What changed: PRELIMINARY proxy for Longevity's 2020 ANNUAL meeting — a housekeeping meeting, not an extension or deal vote. It is set for 18 Dec 2020 at 10:00 a.m. Eastern in New York, record date the close of business on 27 Nov 2020, and states 'No other business shall be transacted at the Meeting'. The three proposals are re-election of two directors to 2021, ratification of Marcum LLP as auditor for the year ended 29 Feb 2020 and the periods ended 31 May and 31 Aug 2020, and an adjournment proposal. Share counts appear in brackets: [2,625,622] outstanding, including [1,375,622] public shares. Why it matters: No redemption election arises here — nothing in these proposals amends the charter or the trust agreement, so a holder has nothing to deliver and no deadline to meet, which is exactly why this filing must not be swept in with the extension proxies of the same ticker and season. The share counts are the more useful datum: 1,375,622 public shares remain of a much larger IPO float, so the first two extensions were paid for with heavy redemptions. The directors' terms are stated as subject to being 'shortened or otherwise modified' if the proposed Business Combination completes.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.