TOTA SEC filings, in plain English
Everything Tottenham Acquisition I Ltd has filed with the SEC that we hold — 40 filings, newest first, 15 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: 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.
What changed: Tottenham Acquisition I Limited, a British Virgin Islands blank check company, filed a preliminary proxy statement and consent solicitation for a two-step business combination with Clene Nanomedicine, Inc. under a merger agreement dated September 1, 2020. Tottenham first reincorporates into Delaware by merging into Chelsea Worldwide Inc., which survives as the public company, and Creative Worldwide Inc. then merges into Clene. The consideration is $542,540,558.06, payable as 54,254,055 newly issued PubCo shares valued at $10.00 per share. Why it matters: Of the 54,254,055 shares, 2,712,702 are issued into escrow to satisfy indemnification obligations under the merger agreement, so that portion is not free at closing. A further 12,000,000 shares are reserved and authorised under the 2020 Stock Plan on top of the merger consideration. Clene's current stockholders can also earn 3,333,333 more shares if the volume weighted average price reaches $15.00 for twenty trading days in any thirty-trading-day period within three years of closing, and 2,500,000 more at $20.00 within five years, or on a change of control at those prices.
What changed: Q3 2020 10-Q. Cash and investments held in trust are $25,594,307 at September 30, 2020 against $48,300,233 at December 31, 2019, after the May 7 redemption of 2,254,614 shares at about $10.64. Shares subject to possible redemption fell further to 1,496,758. The extension mechanism changed shape: a Trust Amendment now allows FOUR further one-month extensions, from November 6, 2020 to March 6, 2021, in place of the three-month blocks used earlier. Related-party promissory notes reached $2,013,255 and amounts due to related parties $1,203,373, against a $484,087 quarterly net loss. Why it matters: The extension unit has shrunk from three months to one, which is what a sponsor does when it wants to stop paying at short notice - so any date derived from this filing is good for a month at a time, and March 6, 2021 is the end of a series of four separate decisions, not a deadline. Insider debt is now $3.2 million against $25.6 million of trust. The trust figure is a September 30, 2020 balance and was not written to any trust, floor or deadline field.
What changed vs 2020-08-03deadline 2020-11-06 → 2021-03-06shares 1.56M → 1.50M -4%combination deadline, redeemable shares, trust account +22 moved · 3 with no prior record of ours
- Combination deadline
- 2020-11-062021-03-06
- Redeemable shares
- 1.56M1.50M
- Trust account
- $48.3M · unchanged
- Going-concern doubt
- stated · unchanged
- Mandate language
- the Company intends to focus on operating businesses with pr…not matched in this filing
SpacBrain reads this as 120 days later than the previous record.
The clause …“four (4) times for an additional one month each time from November 6, 2020 to March 6, 2021. If the Charter Amendment and the Trust Amendment are not approved and we do not consummate an initial business combination by November 6, 2020”…
SpacBrain reads this as 63,726 shares are no longer redeemable.
The clause …“redemption rights that are considered to be outside of the Company’s control. 1,496,758 and 3,859,050 ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the”…
The clause …“Description (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities held in Trust Account* $ 48,298,955 $ 48,298,955 $ - $ - *included in cash and investments held in trust account on the Company’s consolidated balance sheet.”…
The clause …“March 6, 2021. Going Concern In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “ Disclosures of”…
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 Tottenham's extraordinary general meeting on 6 Nov 2020, 10 a.m. Hong Kong time, record date the close of business on 13 Oct 2020. The ask GREW from the 16 Oct 2020 preliminary: the charter and trust amendments now extend the deadline 'four (4) times for an additional one month each time from November 6, 2020 to March 6, 2021' rather than three times to 6 Feb 2021. Insiders must deposit $0.055 per unredeemed public ordinary share per monthly step ($128,996.23 aggregate if none redeem), the first before 6 Nov 2020. Why it matters: The election has a hard, stated cut-off — a written conversion request 'prior to 5:00 p.m., Eastern time on November 4, 2020 (two business days before the Extraordinary General Meeting)' — and an illustrative conversion price of 'approximately $10.91' on trust of approximately $25,594,412.23 at 14 Oct 2020. 6 Mar 2021 is a CEILING: four separately funded deposits, each later one due no fewer than five calendar days before the then-existing termination date. Note the document still describes only 'the second and third extension payment', language left over from the three-step preliminary.
What changed vs 2020-03-17deadline 2020-05-06 → 2021-03-06combination deadline1 moved
- Combination deadline
- 2020-05-062021-03-06
SpacBrain reads this as 304 days later than the previous record.
The clause …“four (4) times for an additional one month each time from November 6, 2020 to March 6, 2021. 3. To act on such other matters as may properly come before the meeting or any adjournment or adjournments thereof. The purpose of the Charter”…
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: Amendment No. 3 to Form S-4 (Registration No. 333-248703)57 under Tottenham Acquisition I Ltd's record; THE REGISTRANT NAMED ON THE FACING PAGE IS CHELSEA WORLDWIDE INC., a Delaware corporation (IRS EIN 85-2828339), with principal executive offices at 11 Marshall Road, Suite 1L, Wappingers Falls, New York, and Jason Ma as President and agent for service. Counsel are Loeb & Loeb LLP in New York and Kirkland & Ellis International LLP in Hong Kong. Why it matters: 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.
What changed: Amendment No. 2 to Form S-427 under Tottenham Acquisition I Ltd's record. The document inside is 'SUBJECT TO COMPLETION DATED [*], 2020' — the date itself a placeholder — and is a PROXY STATEMENT for the extraordinary general meeting of Tottenham Acquisition I Limited COMBINED WITH A CONSENT SOLICITATION STATEMENT of the stockholders of CLENE NANOMEDICINE, INC., and a PROSPECTUS FOR COMMON STOCK, RIGHTS, WARRANTS AND UNITS of Chelsea Worldwide Inc. — four classes of security, with NO NUMBERS given for any of them. Why it matters: 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.
What changed: PRELIMINARY proxy for Tottenham's next extension: an extraordinary general meeting, record date the close of business on 13 Oct 2020, to amend the charter and the trust agreement to extend the combination deadline 'three (3) times for an additional one month each time from November 6, 2020 to February 6, 2021'. Insiders must deposit $0.055 per unredeemed public ordinary share per one-month step ('an aggregate of $128,996.23 if there are no redemptions'), the first payment due before 6 Nov 2020. Trust was approximately $25,594,412.23 on 14 Oct 2020. Why it matters: 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.
What changed: Amendment No. 1 to Form S-4 (Registration No. 333-248703)57 under Tottenham Acquisition I Ltd's record; the registrant named on the facing page is CHELSEA WORLDWIDE INC., a Delaware corporation (IRS EIN 85-2828339), with principal executive offices in Wappingers Falls, New York and Jason Ma as President and agent for service; counsel are Loeb & Loeb LLP (New York) and Kirkland & Ellis International LLP (Hong Kong). The extracted portion is the facing page and does not reach the prospectus cover, so no share counts, consideration terms or meeting date can be read from it. Why it matters: 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.
What changed: Item 7.01 (Regulation FD): Tottenham Acquisition I furnishes two press releases issued by Clene on September 11, 2020 as Exhibit 99.1. The first announces the presentation of interim results from the REPAIR-MS and REPAIR-PD Phase 2 studies of Clene's lead nanocatalytic therapeutic CNM-Au8. The second announces the presentation of expanded interim results from the VISIONARY-MS Phase 2 study in stable relapsing multiple sclerosis patients with chronic visual impairment. The filing states the information is furnished and not deemed filed under Section 18. Why it matters: 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.
What changed: The ORIGINAL Form S-421 under Tottenham Acquisition I Ltd's record. The document is 'SUBJECT TO COMPLETION DATED [*], 2020' and is a proxy statement for the extraordinary general meeting of Tottenham Acquisition I Limited COMBINED WITH a consent solicitation statement of the stockholders of CLENE NANOMEDICINE, INC., and a prospectus for COMMON STOCK, RIGHTS, WARRANTS AND UNITS of Chelsea Worldwide Inc. — four classes, none carrying a number. Tottenham is described as a BRITISH VIRGIN ISLANDS blank check company. Why it matters: 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.
What changed: Item 7.01 (Regulation FD): Tottenham Acquisition I furnishes a press release issued by Clene on September 8, 2020 announcing the completion of patient enrollment in Clene's RESCUE-ALS Phase 2 study. The press release is Exhibit 99.1. The filing states the information and the exhibit are furnished and shall not be deemed filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. No other item is reported and the body of the document runs to about 1,000 characters. Why it matters: Clinical progress at the merger target, disclosed by the SPAC because Clene is its announced counterparty under the September 1, 2020 merger agreement. Enrollment completion is a study milestone, not a result: the filing reports no efficacy, safety or timing data, and any of that would sit in the exhibit. Nothing about the transaction's terms, conditions or timing changes here.
What changed: Item 1.01: On September 1, 2020 Tottenham Acquisition I entered a Merger Agreement with Clene Nanomedicine, Chelsea Worldwide (the Delaware entity into which Tottenham will reincorporate) and Creative Worldwide as merger sub. Aggregate consideration to Clene shareholders is $542,540,558.06 plus net proceeds of any new equity investment before closing, paid in Purchaser common stock valued at the lesser of $10.00 per share or Tottenham's cash-in-trust value per share the day before closing. 5% of the closing shares are escrowed six months for indemnity. Why it matters: 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.
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.