Tottenham Acquisition I Ltd

The registrant is Chelsea Worldwide Inc., a newly formed Delaware corporation, not the British Virgin Islands SPAC — so the securities registered are the new holding company's and Delaware law will govern shareholder rights after closing. Hong Kong counsel appearing alongside U.S. counsel indicates a cross-border element to the transaction. No deal term should be attributed to this filing beyond the registrant's identity.

Four separate securities are being registered — common stock, rights, warrants and units — and none carries a number in this version, so it sets no dilution ceiling of any kind. The target's stockholders approve by WRITTEN CONSENT rather than at a meeting, while only the SPAC's shareholders vote, so the two constituencies are treated differently. The meeting is set in Hong Kong Time, which places the vote outside U.S. business hours and matters for anyone computing a redemption cut-off.

6 Feb 2021 is a CEILING requiring three separately funded monthly deposits, and the charter date remains 6 Nov 2020 — Tottenham has already used three three-month steps at a stated $316,627.11 each to get there. The structure is also getting more expensive per unit of time: $0.055 per share per MONTH here against $0.135 per share per THREE months in the April 2020 round. This preliminary is superseded ten days later by a definitive proxy that asks for FOUR monthly steps to 6 Mar 2021, so the outer date in this document is not the one put to holders.

The registrant is the newly formed Delaware holding company rather than the British Virgin Islands SPAC, so the securities registered are the holding company's and Delaware law governs after closing. Hong Kong counsel alongside U.S. counsel indicates a cross-border element. No deal term should be attributed to this filing.

Interim clinical data at the merger target during the period between the September 1, 2020 merger agreement and the shareholder vote. The 8-K itself states only that results were PRESENTED — it gives no endpoint, effect size or statistical finding, so nothing in this report supports a conclusion about the studies. Any actual data sits in the two press releases in Exhibit 99.1.

This is the baseline of the registration and it names the two-step mechanism explicitly: a Reincorporation Merger moves the vehicle out of the British Virgin Islands, and only then does the Acquisition Merger with Clene Nanomedicine occur — so the reincorporation is a precondition rather than a consequence of the deal. Four classes of security are registered with no numbers against any of them, so no dilution ceiling is set. The target's stockholders act by written consent while the SPAC's shareholders vote at a meeting held on Hong Kong time.

The share-valuation formula is the term that matters to a holder: consideration shares are priced at the LESSER of $10.00 and trust value per share, so a trust that has accreted above $10.00 does not raise the issue price. Earn-outs add 3,333,333 shares on a $15.00 VWAP over 20 of 30 trading days within three years, 2,500,000 on a $20.00 VWAP within six years, and 2,500,000 if Clene completes a randomised placebo-controlled COVID-19 study showing statistically significant efficacy within twelve months of closing.

This is the second of the two three-month extensions shareholders authorised on April 23, 2020, on identical terms and for an identical $316,627.11 as the May 6, 2020 deposit — which is what makes the November 6, 2020 outer date now reachable rather than merely permitted. The sponsor bears the cost and takes it in convertible units at $10.00 rather than cash. The report states no post-deposit trust balance and no new completion date in its own text.

Half the trust left the company in one vote, and the underwriter's deferred fee shrank in lockstep at a contracted $0.20 per redeemed unit, which is unusual and worth knowing when modelling closing cash. What remains is $25.3 million of trust against $3,735,137 of liabilities, most of it owed to the sponsor. The $10.78 is a conversion value at June 30, 2020, not a redemption price, and the November 6, 2020 date is the current charter limit absent a further shareholder-approved extension. Nothing was written to a trust, floor, deadline or status field.

The cover's 3,710,386 shares at May 7, 2020 looks irreconcilable with a balance sheet showing 5,965,000, and it is not: the May 7 redemption of 2,254,614 shares closes the gap exactly. Roughly a third of the remaining trust left the company days after the period end, and the extension pattern continues on borrowed money (a further $316,627 note on May 6). Trust and $10.64 figures are as-of dates in this document and were not written to any trust, floor or deadline field; the going-concern note still names August 6, 2020, before the approved extension to November 6, 2020.

This is the sponsor paying for the first of the two three-month extensions shareholders authorised on April 23, 2020, and the money goes into the trust rather than to the company. The cost is carried by Norwich, but the note is convertible at $10.00 into IPO-equivalent units, so the sponsor takes dilution rather than cash if the deal closes. The report states no per-share deposit rate, no post-deposit trust balance and no new completion date.

The extension is now authorised, but November 6, 2020 is a ceiling and not a deadline: it is reached only if the Company actually exercises both three-month extensions, and the report says nothing about what each one costs or requires. What is certain from this report is that the May 6, 2020 date is no longer binding and that the trust agreement was amended to match. The report states no deposit per share, no trust balance and no redemption figures.

The deadline did not move. On this report the date by which Tottenham must complete a business combination is still May 6, 2020; November 6, 2020 is the outer end of a proposal that had not yet been put to a vote, and reading it as a deadline would be wrong. The meeting resumes April 23, 2020, barely two weeks before the existing date, so the extension vote and any redemption tied to it fall into a very short window. Note the report gives the record date as 'March 6, 2019', which is inconsistent with a 2020 annual meeting.

The vote that decides the SPAC's survival did not happen on 9 Apr 2020 — the two extension proposals were carried over — so the deadline that matters is the 23 Apr 2020 continuation, ahead of the 6 May 2020 charter date. The sweetener rose by $0.035 per share per three-month step, which is how a sponsor buys votes for an extension, and it raises the aggregate cost of reaching the 6 Nov 2020 ceiling. Caution on provenance: this supplement dates the record date '6 Mar 2019', while the original notice fixed the close of business on 6 Mar 2020 — an apparent typo, not a second record date.

A 47-cent-per-share correction to the redemption figure is the exact number a holder uses to decide whether to convert or stay, and it moved in the holder's favour after the original proxy had been mailed. Any record, chart or note carrying Tottenham's $10.03 sourced to the 17 Mar 2020 proxy is stale and must be re-sourced to this supplement. Note the framing: both figures are 'estimated' conversion prices measured at 31 Dec 2019, while the actual entitlement is the pro-rata trust amount less taxes calculated as of two business days prior to the meeting.

Three $460,000 deposits are debt-funded extensions, not company cash: each is a promissory note the shell owes back, and total liabilities rose to $3,257,003 while equity stayed pinned at exactly $5,000,001. The $48,298,955 and $10.50 are December 31, 2019 figures and neither is today's trust or a redemption price. Also worth a human look: the balance sheet labels the line 'Ordinary shares, subject to conversion' while the notes call the same 3,859,050 shares 'subject to possible redemption'. Nothing here was written to a trust, floor, deadline or status field.

6 Nov 2020 is a CEILING, not a deadline: it is reachable only if both three-month steps are exercised and each is funded, and the charter deadline as filed is 6 May 2020. The document also fixes a hard election cut-off — a written conversion request 'prior to 5:00 p.m., Eastern time on April 7, 2020 (two business days before the Annual Meeting)'. Its illustrative conversion price, 'approximately $10.03' on a trust of approximately $48,300,233 at 31 Dec 2019, was WRONG: the company's own Supplement No. 1 of 30 Mar 2020 corrects it to approximately $10.50. Read it only with that supplement.

The proxy states that the May 6, 2020 date already reflects three prior three-month extensions taken under the IPO prospectus and charter, so the proposal would take the search past two years from the August 2018 IPO. In this draft the meeting date, record date and mailing date are unfilled, and no per-share deposit, trust balance or conversion amount appears in the pages read here — the extension’s cost to holders is not stated in what is readable. Signed in draft by CEO Jason Ma.

A second $460,000 sponsor deposit on the same terms as the October 25, 2019 one, so the extension is being bought in instalments: each deposit raises the trust and therefore the per-share redemption amount, with a matching liability that sits outside the trust and matures only on a closing. Conversion at $10.00 per unit means the sponsor may take units carrying the same share, right and warrant components as the public bought, rather than cash. This report does not state the new deadline the deposit buys.

A second $460,000 sponsor deposit on the same terms as the October 25, 2019 one, so the extension is being bought in instalments: each deposit raises the trust and therefore the per-share redemption amount, with a matching liability that sits outside the trust and matures only on a closing. Conversion at $10.00 per unit means the sponsor may take units carrying the same share, right and warrant components as the public bought, rather than cash. This report does not state the new deadline the deposit buys. Filing it as DEFA14A puts the extension deposit into the proxy record.

A procedural deficiency with a defined cure path; the notice itself does not affect trading. The June 29, 2020 outside date runs alongside the extension the company has been buying month by month with sponsor deposits into trust.

The conversion value per share is disclosed directly and rose from $10.08 to $10.36 over nine months — this SPAC's floor is being lifted by sponsor deposits as well as trust earnings, and the $460,000 related-party note on the balance sheet is the one issued to sponsor Norwich Investment Limited on October 25, 2019 in exchange for depositing that amount into trust to extend the deadline. Total related-party obligations of $738,671 against $448,225 of cash mean the extension is being financed rather than paid for.

This is an extension paid for by the sponsor rather than voted on: the $460,000 goes into the trust, so it raises the amount available to public shareholders, while the company books an equal liability that matures only on a closing. Conversion at $10.00 per unit means the sponsor can take units rather than cash at that point, so the extension's cost is potentially settled in securities that carry the same warrant and rights components as the IPO units. The note has no interest and no repayment obligation if there is no closing, since maturity is the closing itself.

Conversion value up twelve cents in six months, with the company increasingly funded by related-party balances rather than its own cash.

What changed: Supplement to Tottenham's proxy statement dated 18 Dec 2020 for the extraordinary general meeting on the Clene transaction (Reincorporation Merger, PubCo charter amendment, Acquisition Merger, Incentive Plan and ESPP). Its 'sole purpose' is to update share counts: option exercises for 611,486 Clene common shares bring Clene's outstanding common, after conversion of preferred, to 391,141,648; at the stated exchange ratio of 0.1320 PubCo shares per Clene share, closing would issue 54,339,005 PubCo shares including the 5% held in escrow, with 7,053,614 more issuable on options. Why it matters: These are the dilution inputs for the deal vote, and they moved before the vote rather than after: every additional Clene option exercised converts at 0.1320 into PubCo stock that the SPAC's own holders do not receive. The 5% escrow is inside the 54,339,005 figure, not additional to it, which is easy to double count. This is a DEAL-vote supplement on a company that spent 2020 buying monthly extensions — the extension proxies and this document answer different questions and must not be merged into one narrative.

What changed: Tottenham Acquisition I Limited issued definitive materials, dated December 18, 2020 and first mailed on or about that date, for an extraordinary general meeting at 10:00 a.m. Hong Kong Time on December 30, 2020, held by teleconference. Under the merger agreement dated September 1, 2020, Tottenham reincorporates from the British Virgin Islands into Delaware by merging into Chelsea Worldwide Inc., and Creative Worldwide Inc. then merges into Clene Nanomedicine, Inc., leaving Clene a wholly owned subsidiary of PubCo. Why it matters: Clene's stockholders receive 54,254,055 PubCo shares for consideration of $542,540,558.06, valued at $10.00 per share, of which 2,712,702 shares sit in escrow against indemnification claims, and 12,000,000 more shares are reserved under the 2020 Stock Plan. The earn-out is share-price driven: 3,333,333 shares on a $15.00 VWAP in twenty of thirty trading days within three years of closing, or on a change of control at that price, and 2,500,000 more on a $20.00 VWAP within five years. The meeting is by dial-in only.

What changed: Form 8-K filed as additional proxy material, furnishing under Item 7.01 a Clene press release of 10 Dec 2020 announcing the presentation of blinded interim results from the Phase 2 RESCUE-ALS clinical trial of CNM-Au8 in amyotrophic lateral sclerosis. It relates to the pending transactions among Tottenham Acquisition I Limited, Chelsea Worldwide Inc. as Purchaser, Creative Worldwide Inc. as Merger Sub and Clene Nanomedicine, Inc., for which a Form S-4 and proxy statement were still to be filed and the record date still 'to be established'. Why it matters: This is target news, not SPAC news, and it is furnished rather than filed — expressly 'not deemed filed' under Section 18 — so it carries no liability and cannot be treated as a disclosure the company stands behind in the same way as the proxy. For a holder it changes nothing procedurally: no vote date, no redemption price, no deadline. Its significance is that the value of Tottenham's paid extensions now depends on clinical results at a pre-revenue biotech, which is a different risk from the closing risk a SPAC extension usually buys time against.

What changed: Form 8-K filed as additional proxy material: on 3 Dec 2020 Tottenham issued an unsecured promissory note of $115,028.27 to Norwich Investment Limited, its IPO sponsor, in exchange for Norwich depositing that amount into the trust account to extend the time available to complete a business combination. The note bears no interest, matures on the closing of a business combination, and may be converted by the holder into units identical to the IPO units at $10.00 per unit. A press release followed on 4 Dec 2020. Why it matters: This is an extension step being FUNDED — the event that turns an approved monthly option into an actual date — and it is the evidence that distinguishes a real extension from an authorised one. The amount is below the $128,996.23 the November proxy said one monthly step would cost if no shares were redeemed, so shares were redeemed at that meeting. The conversion feature is the hidden cost to remaining holders: the sponsor may take units at $10.00 rather than repayment, so funding the clock is potentially dilutive rather than merely a loan.