As Filed with the Securities and Exchange Commission on September 10, 2020

Registration No. 333-            

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

____________________________________

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

____________________________________

Chelsea Worldwide Inc.
(Exact name of Registrant as specified in its charter)

____________________________________

Delaware

 

6770

 

85-2828339

(State or other jurisdiction of
incorporation or organization)

 

(Primary Standard Industrial
Classification Code Number)

 

(I.R.S. Employer
Identification No.)

11 Marshall Road, Suite 1L
Wappingers Falls, New York 12590
Tel: (603) 865
-1384
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

____________________________________

Jason Ma
President of Chelsea Worldwide Inc.
Wappingers Falls, New York 12590
Tel: (603) 865
-1384
(Name, address, including zip code, and telephone number, including area code, of agent for service)

____________________________________

Copies of communications to:

Lawrence Venick
Giovanni Caruso
Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
(212) 407
-4000
(212) 407
-4990 — Facsimile

 

David Zhang, Esq.
Benjamin W. James, Esq.
Kirkland & Ellis International LLP
c/o 26/F, Gloucester Tower, The Landmark
15 Queen’s Road Central
Hong Kong

____________________________________

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and after all conditions under the Merger Agreement are satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. £

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. £

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

£

 

Accelerated filer

 

£

   

Non-accelerated filer

 

S

 

Smaller reporting company

 

S

           

Emerging Growth Company

 

S

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 7(a)(2)(B) of the Securities Act. £

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) £

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) £

 

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered

 

Amount to be
Registered

 

Proposed
Maximum
Aggregate
Price Per
Security
(1)

 

Proposed Maximum Aggregate Offering Price

 

Amount of
Registration
Fee

Common Stock

 

57,150,658

 

$

10.00

 

$

571,506,580.00

 

$

74,181.55

Common Stock underlying Units

 

363,783

 

$

10.00

 

$

3,637,830.00

 

$

472.19

Common Stock underlying Rights

 

481,500

 

$

10.00

 

$

4,815,000.00

 

$

624.99

Warrants

 

4,344,895

 

$

0.16

 

$

695,183.20

 

$

90.23

Warrants underlying Units

 

363,783

 

$

0.16

 

$

58,205.28

 

$

7.56

Common Stock underlying Warrants

 

2,407,500

 

$

11.50

 

$

27,686,250.00

 

$

3,593.68

Units underlying the Unit Purchase Option

 

220,000

 

$

11.50

 

$

2,530,000.00

 

$

328.39

Common Stock included as part of the Unit Purchase Option

 

220,000

 

$

0.00

 

$

 

$

Warrants included as part of the Unit Purchase Option

 

220,000

 

$

0.00

 

$

 

$

Rights included as part of the Unit Purchase Option

 

220,000

 

$

0.00

 

$

 

$

Common Stock underlying Unit Purchase Option Rights

 

22,000

 

$

10.00

 

$

220,000.00

 

$

28.56

Common Stock underlying Unit Purchase Option Warrants

 

110,000

 

$

11.50

 

$

1,265,000.00

 

$

164.20

Total

     

 

   

$

610,929,048.48

 

$

79,298.59

____________

(1)      Estimated pursuant to Rule 457(c) solely for the purpose of computing the amount of the registration fee, and based on the average of the high and low prices of the units, shares, warrants and rights of Tottenham Acquisition I Limited on the NASDAQ Capital Market.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

The information in this prospectus is not complete and may be changed. We may not sell these securities until the Securities and Exchange Commission declares our registration statement effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction or state where the offer or sale is not permitted.

SUBJECT TO COMPLETION DATED [*], 2020

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
TOTTENHAM ACQUISITION I LIMITED
AND CONSENT SOLICITATION STATEMENT OF STOCKHOLDERS OF
CLENE NANOMEDICINE, INC.
AND PROSPECTUS FOR COMMON STOCK, RIGHTS, WARRANTS AND UNITS
OF CHELSEA WORLDWIDE INC.

Proxy Statement/Consent Solicitation/Prospectus dated             , 2020
and first mailed to the shareholders of Tottenham Acquisition I Limited
and the stockholders of Clene Nanomedicine, Inc.
on or about             , 2020

To the Shareholders of Tottenham Acquisition I Limited:

You are cordially invited to attend the extraordinary general meeting of the Shareholders of Tottenham Acquisition I Limited (“Tottenham,” “TOTA,” “we,” “our,” or “us”), which will be held at             , Hong Kong Time, on             , 2020, at              (the “Extraordinary General Meeting”). Tottenham is a British Virgin Islands company incorporated as a blank check company for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities, which we refer to as a “target business.” The business combination will be completed through a two-step process consisting of the Reincorporation Merger (as defined below) and the Acquisition Merger (as defined below). The Reincorporation Merger and the Acquisition Merger are collectively referred to herein as the “Business Combination.”

Tottenham has entered into a merger agreement, dated as of September 1, 2020 (the “Merger Agreement”), which provides for a Business Combination between Tottenham and Clene Nanomedicine, Inc., a Delaware corporation (“Clene”). Pursuant to the Merger Agreement, the Business Combination will be effected in two steps: (i) subject to the approval and adoption of the Merger Agreement by the shareholders of Tottenham, Tottenham will reincorporate to the state of Delaware by merging with and into Chelsea Worldwide Inc., a Delaware corporation and wholly owned subsidiary of Tottenham (“PubCo”), with PubCo remaining as the surviving publicly traded entity (the “Reincorporation Merger”); (ii) immediately after the Reincorporation Merger, Creative Worldwide Inc., (“Merger Sub”), a Delaware corporation and wholly owned subsidiary of PubCo, will be merged with and into Clene, resulting in Clene being a wholly owned subsidiary of PubCo (the “Acquisition Merger”). The Merger Agreement is by and among Tottenham, PubCo, Merger Sub, Clene, and Fortis Advisors LLC, a Delaware limited liability company as the representative of Clene’s stockholders (“Stockholders’ Representative”). The aggregate consideration for the Acquisition Merger is $542,540,558.06, payable in the form of 54,254,055 newly issued shares of common stock of PubCo (“PubCo Common Stock”) valued at $10.00 per share.

Upon the closing of the Business Combination, the former Tottenham shareholders will receive the consideration specified below and the former Clene stockholders will receive an aggregate of 54,254,055 shares of PubCo Common Stock, among which 2,712,702 shares of PubCo Common Stock are to be issued and held in escrow to satisfy any indemnification obligations incurred under the Merger Agreement. 12,000,000 PubCo Common Stock will be reserved and authorized for issuance under the 2020 equity incentive plan upon closing (the “Incentive Plan”).

Additionally, Clene’s current stockholders will be entitled to receive earn-out shares as follows: (1) 3,333,333 shares of PubCo Common Stock if (A) the VWAP of the shares of PubCo Common Stock equals or exceeds $15.00 (or any foreign currency equivalent) (the “Milestone 1 Price”) in any twenty trading days within a thirty trading day period within the three years following the closing of the Business Combination on any securities exchange or securities market on which the shares of PubCo Common Stock are then traded or (B) the change of control price equals or exceeds the Milestone 1 Price if a change of control transaction occurs within the three years following the closing of the business combination (the requirements set forth in clause (A) or (B), “Milestone 1”); (2) 2,500,000 shares of PubCo Common Stock if (A) the VWAP of the shares of PubCo Common Stock equals or exceeds $20.00 (or any foreign currency equivalent) (the “Milestone 2 Price”) in any twenty trading days within a thirty trading day period within the five years following the closing of the Business Combination on any securities exchange or securities market on which the shares of PubCo Common Stock are then traded or (B) the change of control price equals or exceeds the Milestone 2 Price if a change of control transaction occurs within the five years

 

following the closing of the business combination (the requirements set forth in clause (A) or (B), “Milestone 2”); and (3) 2,500,000 shares of PubCo Common Stock if Clene completes a randomized placebo-controlled study for treatment of COVID-19 which results in a statistically significant finding of clinical efficacy within twelve (12) months after the closing of the Business Combination. If Milestone 1 is not achieved but Milestone 2 is achieved, the Clene stockholders will receive a catchup issuance equal to the shares issued upon satisfaction of Milestone 1.

Furthermore, immediately prior to the closing of the Business Combination, Tottenham shall cancel and forfeit an aggregate of 750,000 insider shares owned by the initial shareholders for no additional consideration. The initial shareholders instead may be entitled to receive earn-out shares as follows: (1) 375,000 shares of PubCo Common Stock upon satisfaction of the requirements of Milestone 1; and (2) another 375,000 shares of PubCo Common Stock upon satisfaction of the requirements of Milestone 2. If Milestone 1 is not achieved but Milestone 2 is achieved, the initial shareholders shall receive a catchup issuance equal to the shares granted upon satisfaction of the requirements of Milestone 1.

At the Extraordinary General Meeting, Tottenham shareholders will be asked to consider and vote upon the following proposals:

1.      approval of the Reincorporation Merger, which we refer to as the “Reincorporation Merger Proposal” or “Proposal No. 1;”

2.      approval of the Acquisition Merger, which we refer to as the “Acquisition Merger Proposal” or “Proposal No. 2;”

3.      approval of PubCo’s Incentive Plan, which we refer to as the “Incentive Plan Proposal” or “Proposal No. 3.” A copy of the Incentive Plan is attached to the accompanying proxy statement as Annex C;

4.      approval to adjourn the Extraordinary General Meeting under certain circumstances, which is more fully described in the accompanying proxy statement/consent solicitation/prospectus, which we refer to as the “Adjournment Proposal” or “Proposal No. 4” and, together with the Reincorporation Merger Proposal, the Acquisition Merger Proposal, and the Incentive Plan Proposal, the “Proposals.”

If the Tottenham shareholders approve the Reincorporation Merger Proposal and the Acquisition Merger Proposal immediately prior to the consummation of the Business Combination, all outstanding units, including the Private Units (as defined below) of Tottenham (each of which consists of one TOTA Ordinary Share, one TOTA Right and one TOTA Warrant) (the “TOTA Units”) will separate into their individual components of TOTA Ordinary Shares, TOTA Rights and TOTA Warrants and will cease separate existence and trading. Upon the consummation of the Business Combination, the current equity holdings of the Tottenham shareholders shall be exchanged as follows:

(i)     Each Tottenham’s ordinary share, par value $0.0001 per share (“TOTA Ordinary Shares”), issued and outstanding immediately prior to the effective time of the Reincorporation Merger (other than any redeemed shares and any Dissenting Shares (as defined herein)), will automatically be cancelled and cease to exist and for each TOTA Ordinary Share, PubCo shall issue to each Tottenham shareholder (other than Dissenting Shareholders (as hereinafter defined) and Tottenham shareholders who exercise their redemption rights in connection with the Business Combination) one validly issued share of PubCo Common Stock, which, unless explicitly stated herein, shall be fully paid;

(ii)    Each TOTA Ordinary Share, issued and outstanding immediately prior to the closing held by each holder of TOTA Ordinary Shares who has validly exercised such holder’s right to dissent from the Reincorporation Merger in accordance with Section 179 of the BVI Business Companies Act, 2004, as amended (the “BVI BC Act”) (a “Dissenting Shareholder”), and who has not effectively withdrawn its right to such dissent (collectively, the “Dissenting Shares”) will be cancelled in exchange for the right to receive payment resulting from the procedure in Section 179 of the BVI BC Act and such Dissenting Shareholder shall not be entitled to receive any shares of the PubCo Common Stock to be issued in connection with the Reincorporation Merger;

 

(iii)   Each warrant to purchase one half of one TOTA Ordinary Share (“TOTA Warrant”) issued and outstanding immediately prior to effective time of the Reincorporation Merger will convert into a warrant to purchase one-half of one share of PubCo Common Stock (each, a “PubCo Warrant”) (or equivalent portion thereof). The PubCo Warrants will have substantially the same terms and conditions as set forth in the TOTA Warrants; and

(iv)   The holders of Tottenham’s rights (exchangeable into one-tenth of one TOTA Ordinary Share) (collectively, the “TOTA Rights”) issued and outstanding immediately prior to the effective time of the Reincorporation Merger will receive one-tenth (1/10) of one share of PubCo Common Stock in exchange for the cancellation of each TOTA Right; provided, however, that no fractional shares will be issued and all fractional shares will be rounded to the nearest whole share.

It is anticipated that, upon consummation of the Business Combination, Tottenham’s existing shareholders, including the initial shareholders, will own approximately [•]% of the issued PubCo Common Stock, and Clene’s current stockholders will own of approximately [•]% of the issued PubCo Common Stock. These relative percentages assume that (i) none of Tottenham’s existing public shareholders exercise their redemption rights or dissenter rights, as discussed herein; (ii) there is no exercise or conversion of PubCo Warrants; (iii) 750,000 insider shares have been cancelled and forfeited; and (iv) the Notes (defined below) have been converted into TOTA Ordinary Shares at the price of $10.00 per share immediately before the closing. If any of Tottenham’s existing public shareholders exercise their redemption rights or dissenter rights, the anticipated percentage ownership of Tottenham’s existing shareholders will be reduced. You should read “Summary of the Proxy Statement/Consent Solicitation Statement/Prospectus The Business Combination and the Merger Agreement” and “Unaudited Pro Forma Condensed Combined Financial Statements” for further information.

The TOTA Units, TOTA Ordinary Shares, TOTA Rights and TOTA Warrants are currently listed on the NASDAQ Capital Market under the symbols “TOTAU,” “TOTA,” “TOTAR” and “TOTAW,” respectively. PubCo intends to apply to list the PubCo Common Stock and PubCo Warrants on the NASDAQ Stock Market under the symbols “CLNN” and “CLNNW,” respectively, in connection with the closing of the Business Combination. Tottenham cannot assure you that the PubCo Common Stock and PubCo Warrants will be approved for listing on NASDAQ.

Investing in PubCo securities involves a high degree of risk. See “Risk Factors” beginning on page 16 for a discussion of information that should be considered in connection with an investment in PubCo securities.

As of [•], 2020, there was approximately $[•] in Tottenham’s trust account. On [•], 2020, the last sale price of TOTA Ordinary Shares was $[•].

Pursuant to Tottenham’s second amended and restated memorandum and articles of association, Tottenham is providing its public shareholders with the opportunity to redeem all or a portion of their TOTA Ordinary Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in Tottenham’s trust account as of two business days prior to the consummation of the Business Combination, including interest, less taxes payable, divided by the number of then outstanding TOTA Ordinary Shares that were sold as part of the TOTA Units in Tottenham’s initial public offering (“IPO”), subject to the limitations described herein. Tottenham estimates that the per-share price at which public shares may be redeemed from cash held in the trust account will be approximately $[•] at the time of the Extraordinary General Meeting. Tottenham’s public shareholders may elect to redeem their shares even if they vote for the Reincorporation Merger or do not vote at all. Tottenham has no specified maximum redemption threshold under Tottenham’s memorandum and articles of association. It is a condition to closing under the Merger Agreement, however, that PubCo shall receive not less than $30,000,000 of cash (from the trust account or raised in private placements) that is available for distribution upon the consummation of the Business Combination. If redemptions by Tottenham public shareholders cause Tottenham to be unable to meet this closing condition, then Clene will not be required to consummate the Business Combination, although it may, in its sole discretion, waive this condition. In the event that Tottenham waives this condition, Tottenham does not intend to seek additional shareholder approval or to extend the time period in which its public shareholders can exercise their redemption rights. Holders of outstanding TOTA Warrants and TOTA Rights do not have redemption rights in connection with the Business Combination.

 

Tottenham is providing this proxy statement/consent solicitation statement/prospectus and accompanying proxy card to its shareholders in connection with the solicitation of proxies to be voted at the Extraordinary General Meeting and at any adjournments or postponements of the Extraordinary General Meeting. Norwich Investment Limited (“Sponsor”) and other initial shareholders, which own approximately [36.79]% of TOTA Ordinary Shares as of the record date, has agreed to vote their TOTA Ordinary Shares in favor of the Reincorporation Merger Proposal and the Acquisition Merger Proposal, which transactions comprise the Business Combination, and intend to vote for the Incentive Plan Proposal and the Adjournment Proposal, although there is no agreement in place with respect to voting on those proposals.

Each shareholder’s vote is very important. Whether or not you plan to attend the Extraordinary General Meeting in person, please submit your proxy card without delay. Tottenham’s shareholders may revoke proxies at any time before they are voted at the meeting. Voting by proxy will not prevent a shareholder from voting in person if such shareholder subsequently chooses to attend the Extraordinary General Meeting. If you are a holder of record and you attend the Extraordinary General Meeting and wish to vote in person, you may withdraw your proxy and vote in person. Assuming that a quorum is present, attending the Extraordinary General Meeting either in person or by proxy and abstaining from voting will have the same effect as voting against all the Proposals, and broker non-votes will have no effect on any of the Proposals.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of each of the Proposals presented at the Extraordinary General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Extraordinary General Meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting and, if a quorum is present, will have the effect of a vote against all the Proposals (except the Adjournment Proposal) and no effect on the Adjournment Proposal. If you are a shareholder of record and you attend the Extraordinary General Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

We encourage you to read this proxy statement/consent solicitation statement/prospectus carefully. In particular, you should review the matters discussed under the caption “Risk Factors” beginning on page 16.

Tottenham board of directors has unanimously approved the Merger Agreement and the Plans of Merger, and unanimously recommends that Tottenham shareholders vote “FOR” approval of each of the Proposals. When you consider Tottenham board of director’s recommendation of these Proposals, you should keep in mind that Tottenham’s directors and officers have interests in the Business Combination that may conflict or differ from your interests as a shareholder. See “Proposal No. 2 The Acquisition Merger Proposal — Interests of Certain Persons in the Business Combination.

On behalf of the Tottenham board of directors, I thank you for your support and we look forward to the successful consummation of the Business Combination.

 

Sincerely,

   

/s/ Jason Ma

   

Jason Ma

   

Chief Executive Officer and Chairman

   

Tottenham Acquisition I Limited

   

[*], 2020

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the Business Combination or otherwise, or passed upon the adequacy or accuracy of this proxy statement/consent solicitation statement/prospectus. Any representation to the contrary is a criminal offense.

 

Clene Nanomedicine, Inc.
6550 South Millrock Drive, Suite G50
Salt Lake City, Utah 84121

NOTICE OF SOLICITATION OF WRITTEN CONSENT

To Stockholders of Clene Nanomedicine, Inc.:

Your consent is being solicited with regards to a proposed merger between Clene Nanomedicine, Inc. (“Clene”) and Tottenham Acquisition I Limited (“Tottenham”). Tottenham is a British Virgin Islands company incorporated as a blank check company for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. Pursuant to a merger agreement, dated as of September 1, 2020 (the “Merger Agreement”), the proposed merger will be effected in two steps: (i) subject to the approval and adoption of the Merger Agreement by the shareholders of Tottenham, Tottenham will reincorporate to the state of Delaware by merging with and into Chelsea Worldwide Inc., a Delaware corporation and wholly owned subsidiary of Tottenham (“PubCo”), with PubCo remaining as the surviving publicly traded entity (the “Reincorporation Merger”); (ii) immediately after the Reincorporation Merger, Creative Worldwide Inc. (“Merger Sub”), a Delaware corporation and wholly owned subsidiary of PubCo, will be merged with and into Clene, resulting in Clene being a wholly owned subsidiary of PubCo (the “Acquisition Merger”). The Merger Agreement is by and among Clene, Tottenham, PubCo and Merger Sub.

This proxy statement/consent solicitation statement/prospectus is being delivered to you on behalf of the Clene board of directors to request that holders of Clene common stock or preferred stock as of the record date of [•], 2020 execute and return written consents to adopt and approve the proposed Merger Agreement.

This proxy statement/consent solicitation statement/prospectus describes the proposed merger and the actions to be taken in connection with the merger and provides additional information about the parties involved. Please give this information your careful attention. A copy of the Merger Agreement is attached as Annex A to this proxy statement/consent solicitation statement/prospectus.

A summary of the appraisal rights that may be available to you is described in “Appraisal Rights.” Please note that if you wish to exercise appraisal rights you must not sign and return a written consent adopting the Merger Agreement. However, so long as you do not return a consent form at all, it is not necessary to affirmatively vote against or disapprove the merger. In addition, you must take all other steps necessary to perfect your appraisal rights.

The Clene board of directors has considered the merger and the terms of the Merger Agreement and has unanimously determined that the merger and the Merger Agreement are advisable, fair to and in the best interests of Clene and its stockholders and recommends that Clene stockholders adopt the Merger Agreement by submitting a written consent.

Please complete, date and sign the written consent furnished with this proxy statement/consent solicitation statement/prospectus and return it promptly to Clene by one of the means described in “Clene’s Solicitation of Written Consents.”

By Order of the Board of Directors,

   

/s/ Rob Etherington

   

Rob Etherington
Chief Executive Officer

   

 

HOW TO OBTAIN ADDITIONAL INFORMATION

If you would like to receive additional information or if you want additional copies of this document, agreements contained in the appendices or any other documents filed by Tottenham with the Securities and Exchange Commission, such information is available without charge upon written or oral request. Please contact our proxy solicitor, at:

Advantage Proxy
P.O. Box 13581
Des Moines, WA 98198
Toll Free: 877-870-8565
Collect: 206-870-8565
Email: KSmith@advantageproxy.com

If you would like to request documents, please do so no later than [•], 2020 to receive them before the Extraordinary General Meeting. Please be sure to include your complete name and address in your request. Please see “Where You Can Find More Information” to find out where you can find more information about Tottenham, PubCo and Clene. You should rely only on the information contained in this proxy statement/consent solicitation statement/prospectus in deciding how to vote on the Business Combination. Neither Tottenham, PubCo nor Clene has authorized anyone to give any information or to make any representations other than those contained in this proxy statement/consent solicitation statement/prospectus. Do not rely upon any information or representations made outside of this proxy statement/consent solicitation statement/prospectus. The information contained in this proxy statement/consent solicitation statement/prospectus may change after the date of this proxy statement/consent solicitation statement/prospectus. Do not assume after the date of this proxy statement/consent solicitation statement/prospectus that the information contained in this proxy statement/consent solicitation statement/prospectus is still correct.

USE OF CERTAIN TERMS

Unless otherwise stated in this proxy statement/consent solicitation statement/prospectus:

•        “Chardan” refers to Chardan Capital Markets, LLC.

•        “Closing Date” refers to the date on which the Business Combination is consummated.

•        “Exchange Act” refers to the Securities Exchange Act of 1934, as amended.

•        “HKD” refers to the legal currency of Hong Kong.

•        “IPO” refers to the initial public offering of 4,600,000 units (including 600,000 units after Chardan exercised its over-allotment option) of Tottenham consummated on August 6, 2018.

•        “LifeSci” refers to LifeSci Capital LLC.

•        “Loeb” refers to Loeb & Loeb LLP.

•        “LOI” refers to a letter of intent.

•        “Merger Agreement” refers to the merger agreement between Tottenham, PubCo, Merger Sub and Clene, and Fortis Advisors LLC, a Delaware limited liability company as the representative of Clene’s shareholders.

•        “Plan of Merger” refers to a plan of merger by and among Tottenham and PubCo.

•        “Sponsor” refers to Norwich Investment Limited.

•        “US Dollars,” “$,” and “USD$” refers to the legal currency of the United States.

 

•        “U.S. GAAP” refers to accounting principles generally accepted in the United States.

•        “VWAP” refers to, for any security as of any date(s), the dollar volume-weighted average price for such security on the principal securities exchange or securities market on which such security is then traded during normal trading hours of such exchange or market, as reported by Bloomberg through its “HP” function (set to weighted average) or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during normal trading hours of such market, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported by OTC Markets Group Inc. If the VWAP cannot be calculated for such security on such date(s) on any of the foregoing bases, the VWAP of such security on such date(s) shall be the fair market value as determined reasonably and in good faith by a majority of the disinterested directors of the board of directors (or equivalent governing body) of the applicable issuer. All such determinations shall be appropriately adjusted for any stock or share dividend, stock split or share subdivision, stock combination or share consolidation, recapitalization or other similar transaction during such period.

 

Tottenham Acquisition I Limited
Unit 902, Lucky Building
39
-41 Wellington Street
Central, Hong Kong
(852) 3998
-4852

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON             , 2020

TO THE SHAREHOLDERS OF TOTTENHAM ACQUISITION I LIMITED:

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of shareholders of Tottenham Acquisition I Limited, a British Virgin Islands company (“Tottenham”), will be held on             , 2020 at 10:00 AM Hong Kong Time as a teleconference using the following dial-in information:

US Toll Free

   

International Toll

   

Participant Passcode

   

The Extraordinary General Meeting will be held for the following purposes:

I.       To approve the merger of Tottenham with and into PubCo, its wholly owned Delaware subsidiary, with PubCo surviving the merger. The merger will change Tottenham’s place of incorporation from British Virgin Islands to Delaware. We refer to the merger as the Reincorporation Merger. This proposal is referred to as the Reincorporation Merger Proposal or Proposal No. 1. Holders of TOTA Ordinary Shares as of record date are entitled to vote on this proposal.

II.     To approve the authorization for PubCo’s board of directors to complete the merger of Merger Sub into Clene, resulting Clene becoming a wholly owned subsidiary of PubCo. We refer to the merger as the Acquisition Merger. This proposal is referred to as the Acquisition Merger Proposal or Proposal No. 2. Holders of TOTA Ordinary Shares as of record date are entitled to vote on this proposal.

III.    To approve the Incentive Plan, which we refer to as the Incentive Plan Proposal or Proposal No. 3. Holders of TOTA Ordinary Shares as of record date are entitled to vote on this proposal.

IV.     To approve the adjournment of the Extraordinary General Meeting in the event Tottenham does not receive the requisite shareholder vote to approve any of the above Proposals. This proposal is called the Adjournment Proposal or Proposal No. 4.

All of the proposals set forth above are sometimes collectively referred to herein as the “Proposals.” The Reincorporation Merger Proposal and the Acquisition Merger Proposal are dependent upon each other. It is important for you to note that in the event that either of the Reincorporation Merger Proposal or the Acquisition Merger Proposal is not approved, then Tottenham will not consummate the Business Combination. In the absence of shareholder approval for a further extension, if Tottenham does not consummate the Business Combination and fails to complete an initial business combination by November 6, 2020, Tottenham will be required to dissolve and liquidate.

As of [•], 2020, there were [3,710,386] TOTA Ordinary Shares issued and outstanding and entitled to vote. Only Tottenham shareholders who hold shares of record as of the close of business on [•], 2020 are entitled to vote at the Extraordinary General Meeting or any adjournment of the Extraordinary General Meeting. This proxy statement/consent solicitation statement/prospectus is first being mailed to Tottenham shareholders on or about [•], 2020. Approval of the Reincorporation Proposal and the Acquisition Proposal will require the affirmative vote of 65% of the issued and outstanding TOTA Ordinary Shares present and entitled to vote at the Extraordinary General Meeting or any adjournment thereof. Approval of the Incentive Plan Proposal and the Adjournment Proposal will require the affirmative vote of 50% of the issued and outstanding TOTA Ordinary Shares present and entitled to vote at the Extraordinary General Meeting or any adjournment thereof. Assuming that a quorum is present, attending the Extraordinary General Meeting either in person or by proxy and abstaining from voting will have the same effect as voting against the Proposals and failing to instruct your bank, brokerage firm or nominee to attend and vote your shares will have no effect on any of the Proposals.

 

Holders of TOTA Ordinary Shares will be entitled to dissenter rights under the BVI BC Act in connection with the Reincorporation Merger. In accordance with Section 179 of the BVI BC Act, a holder of TOTA Ordinary Shares is entitled to payment of the fair value of all of its shares upon validly dissenting from the Reincorporation Merger. Holders of TOTA Ordinary Shares may only dissent in respect of all shares that they hold in Tottenham. Upon a holder of TOTA Ordinary Shares validly exercising its entitlement under Section 179 of the BVI BC Act, such Dissenting Shareholder ceases to have any rights (including redemption rights) of a shareholder of Tottenham except the right to be paid the fair value of its TOTA Ordinary Shares.

A holder of TOTA Ordinary Shares who desires to exercise its entitlement to payment of the fair value of all of its TOTA Ordinary Shares is required to give us written objection to the Reincorporation Merger before the Extraordinary General Meeting or before the vote on the Reincorporation Merger Proposal at the Extraordinary General Meeting. Within 20 days immediately following the date on which the approval of Tottenham shareholders is obtained at the Extraordinary General Meeting (or any adjourned meeting), Tottenham shall give written notice of the approval to each Tottenham shareholder who gave a valid written objection to the Reincorporation Merger, except for those Tottenham shareholders who after giving the written objection subsequently voted to approve the Reincorporation Merger Proposal at the Extraordinary General Meeting (or any adjourned meeting). Any such holder of TOTA Ordinary Shares who elects to dissent is required, within 20 days immediately following the date on which the notice of approval by Tottenham referred to above is given, to give Tottenham a written notice of its decision to elect to dissent, stating: (a) its name and address; (b) the number of TOTA Ordinary Shares in respect of which it dissents; and (c) a demand for payment of the fair value of its TOTA Ordinary Shares. On the effective date of the Reincorporation Merger, a Dissenting Shareholder shall have its TOTA Ordinary Shares automatically cancelled in exchange for the right to receive payment resulting from the procedure in Section 179 of the BVI BC Act and a Dissenting Shareholder shall not be entitled to receive PubCo Common Stock pursuant to the Reincorporation Merger.

A Tottenham shareholder who elects to dissent under Section 179 of the BVI BC Act and validly exercises its entitlement to payment of the fair value of the TOTA Ordinary Shares it holds following the procedures set forth above will not be entitled to have its TOTA Ordinary Shares redeemed. If a Tottenham shareholder has elected to have its TOTA Ordinary Shares redeemed but later elects to dissent, upon receipt of the written notice of such a Tottenham shareholder’s decision to elect to dissent, Tottenham shall instruct its transfer agent to return the TOTA Ordinary Shares (physically or electronically) delivered to the transfer agent in connection with such Tottenham shareholder’s demand for redemption to the Tottenham shareholder.

Whether or not you plan to attend the Extraordinary General Meeting in person, please submit your proxy card without delay to Advantage Proxy not later than the time appointed for the Extraordinary General Meeting or adjourned meeting. Voting by proxy will not prevent you from voting your shares in person if you subsequently choose to attend the Extraordinary General Meeting. If you fail to return your proxy card and do not attend the meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting. You may revoke a proxy at any time before it is voted at the Extraordinary General Meeting by executing and returning a proxy card dated later than the previous one, by attending the Extraordinary General Meeting in person and casting your vote by ballot or by submitting a written revocation to Advantage Proxy, P.O. Box 13581, Des Moines, WA 98198 Attention: Karen Smith, Telephone: 877-870-8565, that is received by proxy solicitor before we take the vote at the Extraordinary General Meeting. If you hold your shares through a bank or brokerage firm, you should follow the instructions of your bank or brokerage firm regarding revocation of proxies.

Tottenham board of directors unanimously recommends that you vote “FOR” approval of each of the Proposals.

By Order of the Board of Directors,

   

/s/ Jason Ma

   

Jason Ma

   

Chief Executive Officer of

   

Tottenham Acquisition Corp

   

[__________], 2020

   

 

TABLE OF CONTENTS

 

PAGE

ABOUT THIS PROXY STATEMENT/CONSENT SOLICITATION/PROSPECTUS

 

iii

WHERE YOU CAN FIND MORE INFORMATION

 

iii

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

iv

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION, THE EXTRAORDINARY GENERAL MEETING AND THE CONSENT SOLICITATION

 

vi

DELIVERY OF DOCUMENTS TO Tottenham’s shareholders

 

xvii

SUMMARY OF THE PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS

 

1

SUMMARY FINANCIAL INFORMATION OF CLENE

 

11

COMPARATIVE PER SHARE INFORMATION

 

13

PRICE RANGE OF SECURITIES AND DIVIDENDS

 

15

RISK FACTORS

 

16

THE EXTRAORDINARY GENERAL MEETING OF TOTTENHAM SHAREHOLDERS

 

54

PROPOSAL NO. 1 THE REINCORPORATION MERGER PROPOSAL

 

60

PROPOSAL nO. 2 THE ACQUISITION MERGER PROPOSAL

 

63

PROPOSAL NO. 3 THE INCENTIVE PLAN PROPOSAL

 

76

PROPOSAL NO. 4 THE ADJOURNMENT PROPOSAL

 

79

CLENE’S SOLICITATION OF WRITTEN CONSENT

 

80

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE BUSINESS
COMBINATION

 

87

BUSINESS OF CLENE

 

100

SELECTED HISTORICAL COMBINED AND CONSOLIDATED FINANCIAL AND OPERATING DATA OF CLENE

 

140

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF CLENE

 

142

Tottenham’s BUSINESS

 

158

SELECTED HISTORICAL FINANCIAL INFORMATION OF Tottenham

 

161

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF Tottenham

 

162

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

171

DIRECTORS, EXECUTIVE OFFICERS, EXECUTIVE COMPENSATION AND CORPORATE GOVERNANCE OF CLENE

 

183

DIRECTORS, EXECUTIVE OFFICERS, EXECUTIVE COMPENSATION AND CORPORATE GOVERNANCE of Tottenham

 

189

PUBCO’S DIRECTORS AND EXECUTIVE OFFICERS AFTER THE BUSINESS COMBINATION

 

194

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT PRIOR TO THE BUSINESS COMBINATION

 

199

SECURITY OWNERSHIP OF THE COMBINED COMPANY AFTER THE BUSINESS COMBINATION

 

201

CERTAIN TRANSACTIONS

 

204

SHARES ELIGIBLE FOR FUTURE SALE

 

206

DESCRIPTION OF PUBCO’S SECURITIES

 

208

LEGAL MATTERS

 

210

EXPERTS

 

210

SHAREHOLDER PROPOSALS AND OTHER MATTERS

 

210

DELIVERY OF DOCUMENTS TO SHAREHOLDERS

 

210

INDEX TO FINANCIAL STATEMENTS

 

F-1

PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS

 

II-1

i

ANNEX A — MERGER AGREEMENT AND PLAN OF MERGER

ANNEX B — PUBCO’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

ANNEX C — PUBCO’S 2020 EQUITY INCENTIVE PLAN

ANNEX D — GENERAL CORPORATION LAW OF THE STATE OF DELAWARE SECTION 262

ii

ABOUT THIS PROXY STATEMENT/CONSENT SOLICITATION/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed by PubCo (File No. 333-_____) with the SEC, constitutes a prospectus of PubCo under Section 5 of the Securities Act, with respect to the issuance of (i) the PubCo Common Stock to Tottenham’s shareholders , (ii) the PubCo Warrants to holders of TOTA Warrants in exchange for the TOTA Warrants, and (iii) the PubCo Common Stock underlying the PubCo Warrants, if the Business Combination is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Exchange Act, with respect to the Extraordinary General Meeting at which Tottenham’s shareholders will be asked to consider and vote upon the Proposals to approve the Reincorporation Merger, the Acquisition Merger and the Incentive Plan Proposal.

This proxy statement/consent solicitation statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is not lawful to make any such offer or solicitation in such jurisdiction.

WHERE YOU CAN FIND MORE INFORMATION

Tottenham files reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read Tottenham’s SEC filings, including this proxy statement/consent solicitation statement/prospectus, over the Internet at the SEC’s website at http://www.sec.gov.

Information and statements contained in this proxy statement/consent solicitation statement/prospectus, or any annex to this proxy statement/consent solicitation statement/prospectus, are qualified in all respects by reference to the copy of the relevant contract or other annex filed with this proxy statement/consent solicitation statement/prospectus.

If you would like additional copies of this proxy statement/consent solicitation statement/prospectus, or if you have questions about the Business Combination, you should contact Tottenham’s proxy solicitor, Advantage Proxy, at 877-870-8565.

All information contained in this proxy statement/consent solicitation statement/prospectus relating to Tottenham, PubCo and Merger Sub has been supplied by Tottenham, and all information relating to Clene has been supplied by Clene. Information provided by either of Tottenham or Clene does not constitute any representation, estimate or projection of the other party.

Neither Tottenham, PubCo, Merger Sub nor Clene has authorized anyone to give any information or make any representation about the Business Combination or their companies that is different from, or in addition to, that contained in this proxy statement/consent solicitation statement/prospectus or in any of the materials that have been incorporated into this proxy statement/consent solicitation statement/prospectus by reference. Therefore, if anyone does give you any such information, you should not rely on it. If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by this proxy statement/consent solicitation statement/prospectus or the solicitation of proxies is unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this proxy statement/consent solicitation statement/prospectus does not extend to you. The information contained in this proxy statement/consent solicitation statement/prospectus speaks only as of the date of this proxy statement/consent solicitation statement/prospectus unless the information specifically indicates that another date applies.

iii

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/consent solicitation statement/prospectus contains forward-looking statements, including statements about the parties’ ability to close the Business Combination, the anticipated benefits of the Business Combination, the financial conditions, results of operations, earnings outlook and prospects of PubCo, Tottenham and/or Clene and may include statements for the period following the consummation of the Business Combination. Forward-looking statements appear in a number of places in this proxy statement/consent solicitation statement/prospectus including, without limitation, in the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Clene,” and “Business of Clene.” In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current expectations of the management of Tottenham and Clene, as applicable, and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors,” those discussed and identified in public filings made with the SEC by Tottenham and the following:

•        expectations regarding Clene’s strategies and future financial performance, including Clene’s future business plans or objectives, prospective performance and opportunities and competitors, ability to finance its research and development activities, revenues, customer acquisition and retention, products and services, ability to bring new drug candidates to market, pricing, marketing plans, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures, ability to remediate material weaknesses to its internal control over financial reporting, and Clene’s ability to invest in growth initiatives and pursue acquisition opportunities;

•        the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;

•        the outcome of any legal proceedings that may be instituted against Clene, Tottenham and others following announcement of the Merger Agreement and transactions contemplated therein;

•        the inability to complete the Business Combination due to the failure to obtain Tottenham shareholders’ approval;

•        the risk that the proposed Business Combination disrupts current plans and operations of Clene as a result of the announcement and consummation of the Business Combination;

•        the ability to recognize the anticipated benefits of the Business Combination;

•        unexpected costs related to the proposed Business Combination;

•        the amount of any redemptions by existing holders of TOTA Ordinary Shares being greater than expected;

•        the management and board composition of PubCo following the proposed Business Combination;

•        the ability to list PubCo’s securities on Nasdaq;

•        limited liquidity and trading of Tottenham’s and PubCo’s securities;

•        geopolitical risk and changes in applicable laws or regulations;

•        the possibility that Clene, PubCo and/or Tottenham may be adversely affected by other economic, business, and/or competitive factors;

•        operational risk;

iv

•        the possibility that the COVID-19 pandemic, or another major disease, disrupts Clene’s business;

•        litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on Clene’s resources; and

•        the risks that the consummation of the Business Combination is substantially delayed or does not occur.

Should one or more of these risks or uncertainties materialize, or should any of the assumptions made by the management of Tottenham, Clene and PubCo prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this proxy statement/consent solicitation statement/prospectus and attributable to Clene, Tottenham, PubCo or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement/consent solicitation statement/prospectus. Except to the extent required by applicable law or regulation, PubCo, Clene and Tottenham undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/consent solicitation statement/prospectus or to reflect the occurrence of unanticipated events.

v

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION, THE EXTRAORDINARY GENERAL MEETING AND THE CONSENT SOLICITATION

Questions and Answers About the Merger

Q:     Why are Tottenham and Clene proposing to enter into the Business Combination?

A:    Tottenham is a blank check company formed specifically as a vehicle to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar business combination with one or more businesses. In the course of Tottenham’s search for a Business Combination partner, Tottenham investigated the potential acquisition of many entities in various industries, including Clene, and concluded that Clene was the best candidate for a Business Combination with Tottenham. For more details on Tottenham’s search for a Business Combination partner and the board’s reasons for selecting Clene as Tottenham’s Business Combination partner, see “Proposal No. 2 The Acquisition Merger Proposal — Background of the Business Combination” and “Proposal No. 2 The Acquisition Merger Proposal — Tottenham’s Board of Director’s Reasons for Approving the Business Combination” included in this proxy statement/prospectus.

Q:     What is the purpose of this document?

A:    Tottenham and Clene are proposing to consummate the Business Combination. The Business Combination consists of the Reincorporation Merger and the Acquisition Merger, each of which is described in this proxy statement/consent solicitation statement/prospectus. In addition, the Merger Agreement and the Plan of Merger are attached to this proxy statement/consent solicitation statement/prospectus as Annex A, and is incorporated into this proxy statement/consent solicitation statement/prospectus by reference. This proxy statement/consent solicitation statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Extraordinary General Meeting or consented to by the Clene stockholders, as applicable. You are encouraged to carefully read this proxy statement/consent solicitation statement/prospectus, including “Risk Factors” and all the annexes hereto.

Approval of the Reincorporation Merger and the Acquisition Merger will each require the affirmative vote of 65% of the issued and outstanding TOTA Ordinary Shares present and entitled to vote at the Extraordinary General Meeting or any adjournment thereof. Approval of the Incentive Plan Proposal and the Adjournment Proposal will each require the affirmative vote of 50% of the issued and outstanding TOTA Ordinary Shares present and entitled to vote at the Extraordinary General Meeting or any adjournment thereof.

Approval of the Merger Agreement will require the affirmative consent of a majority of the issued and outstanding common stock and preferred stock of Clene, on an as-converted basis. Approval of the Merger Agreement also requires the affirmative consent of the holders of a majority of the holders of shares of Series B, Series C and Series D preferred stock, each voting as a separate class, and the approval of the “Lead Investor” as defined in Clene’s Series D Preferred Stock Purchase Agreement.

Q.     Are any of the proposals conditioned on one another?

A:     Yes, the Reincorporation Merger Proposal and the Acquisition Merger Proposal are dependent upon each other. It is important for you to note that in the event that either of the Reincorporation Merger Proposal or the Acquisition Merger Proposal is not approved, Tottenham will not consummate the Business Combination. In the absence of shareholder approval for a further extension, if Tottenham does not consummate the Business Combination and fails to complete an initial business combination by November 6, 2020, Tottenham will be required to dissolve and liquidate. Adoption of the Adjournment Proposal is not conditioned upon the adoption of any of the other Proposals.

The matters for which the consent of the stockholders of Clene are being sought are not conditioned on one another.

vi

Q:     When is the Business Combination expected to occur?

A:     Assuming the requisite shareholder approvals are received, Tottenham expects that the Business Combination will occur as soon as practicable following the Extraordinary General Meeting and no later than November 6, 2020, but only after PubCo holds a statutory meeting of shareholders, which is expected to be held [30] days after the date of this proxy statement/consent solicitation statement/prospectus.

Q:     Who will manage PubCo?

A:     The current management team of Clene, including Rob Etherington, who currently serves as Chief Executive Officer, will serve in the same roles at PubCo following the consummation of the Business Combination. For more information on PubCo’s current and anticipated management, see “PubCo’s Directors and Executive Officers after the Business Combination” in this proxy statement/consent solicitation statement/prospectus.

Q:     What happens if the Business Combination is not consummated?

A:     If the Business Combination is not consummated, Tottenham may seek another suitable business combination. In the absence of shareholder approval for a further extension, if Tottenham does not consummate a business combination by November 6, 2020, then pursuant to Article 28 of its second amended and restated memorandum and articles of association, Tottenham’s officers must take all actions necessary in accordance with the BVI BC Act to dissolve and liquidate Tottenham as soon as reasonably practicable. Following dissolution, Tottenham will no longer exist as a company. In any liquidation, the funds held in the trust account, plus any interest earned thereon (net of taxes payable), together with any remaining out-of-trust net assets will be distributed pro-rata to holders of TOTA Ordinary Shares who acquired such shares in Tottenham’s IPO or in the aftermarket. The estimated consideration that each TOTA Ordinary Share would be paid at liquidation would be approximately $[•] per share for shareholders based on amounts on deposit in the trust account as of [•], 2020. The closing price of TOTA Ordinary Shares on Nasdaq as of [•], 2020 was $[•]. The Sponsor and other initial shareholders waived the right to any liquidation distribution with respect to any TOTA Ordinary Shares held by them.

If the Business Combination is not consummated, Clene will continue operating as a private company.

Q:     What happens to the funds deposited in the trust account following the Business Combination?

A:     Following the closing of the Business Combination, holders of TOTA Ordinary Shares exercising redemption rights will receive their per share redemption price out of the funds in the trust account. The balance of the funds will be released to PubCo and utilized to fund working capital needs of PubCo. As of [•], 2020, there was approximately $[•] in Tottenham’s trust account. Tottenham estimates that approximately $[•] per outstanding share issued in Tottenham’s IPO will be paid to the public investors exercising their redemption rights. Any funds remaining in the trust account after such uses will be used for future working capital and other corporate purposes of the combined entity.

Q:     Do any of Tottenham’s directors or officers have interests that may conflict with the interests of Tottenham’s shareholders with respect to the Business Combination?

A:    Tottenham’s directors and officers may have interests in the Business Combination that are different from your interests as a shareholder. In February 2018, Tottenham issued an aggregate of 1,150,000 ordinary shares to our initial shareholders including the Sponsor, which we refer to herein as “insider shares,” for an aggregate purchase price of $25,000. Simultaneously with the closing of the IPO, Tottenham consummated a private placement of 215,000 units (the “Private Units”) at a price of $10.00 per Private Unit.

In the absence of shareholder approval for a further extension, if Tottenham does not consummate the Business Combination by November 6, 2020, Tottenham will be required to dissolve and liquidate and the securities held by our initial shareholders, including the Sponsor, will be worthless because the initial shareholders have agreed to waive their rights to any liquidation distributions.

vii

The exercise of Tottenham’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes or waivers are appropriate and in Tottenham shareholders’ best interests.

Questions and Answers About the Extraordinary General Meeting for Tottenham’s Shareholders

Q:     What is being voted on at the Extraordinary General Meeting?

A:     Below are the Proposals that the Tottenham’s shareholders are being asked to vote on:

•        The Reincorporation Merger Proposal to approve the Reincorporation Merger;

•        The Acquisition Merger Proposal to approve the Acquisition Merger;

•        The Incentive Plan Proposal to approve PubCo’s Incentive Plan; and

•        The Adjournment Proposal to approve the adjournment of the Extraordinary General Meeting in the event Tottenham does not receive the requisite shareholder vote to approve the above Proposals.

Approval of the Reincorporation Proposal and the Acquisition Proposal will require the affirmative vote of 65% of the issued and outstanding TOTA Ordinary Shares present and entitled to vote at the Extraordinary General Meeting or any adjournment thereof. Approval of the Incentive Plan Proposal and the Adjournment Proposal will require the affirmative vote of 50% of the issued and outstanding TOTA Ordinary Shares present and entitled to vote at the Extraordinary General Meeting or any adjournment thereof. As of the record date, [1,365,000] shares held by the initial shareholders, or approximately [36.79]% of the outstanding TOTA Ordinary Shares, would be voted in favor of each of the Proposals.

Q:     When and where is the Extraordinary General Meeting?

A:     The Extraordinary General Meeting will take place on [•], 2020, at [•] a.m., Hong Kong Time. Due to the COVID-19 pandemic, Tottenham will be holding its Extraordinary General Meeting as a teleconference using the following dial-in information:

US Toll Free

   

International Toll

   

Participant Passcode

   

Q:     Who may vote at the Extraordinary General Meeting?

A:     Only holders of record of TOTA Ordinary Shares as of the close of business on [•], 2020 (the record date) may vote at the Extraordinary General Meeting. As of [•], 2020, there were [3,710,386] TOTA Ordinary Shares outstanding and entitled to vote. Please see “The Extraordinary General Meeting — Record Date; Who is Entitled to Vote” for further information.

Q:     What is the quorum requirement for the Extraordinary General Meeting?

A:     TOTA shareholders representing a majority of the shares of capital stock issued and outstanding as of the record date and entitled to vote at the Extraordinary General Meeting must be present in person or represented by proxy in order to hold the Extraordinary General Meeting and conduct business. This is called a quorum. TOTA Ordinary Shares will be counted for purposes of determining if there is a quorum if the shareholder (i) is present and entitled to vote at the meeting, or (ii) has properly submitted a proxy card or voting instructions through a broker, bank or custodian. In the absence of a quorum, the Extraordinary General Meeting will be adjourned to the next business day at the same time and place or to such other time and place as the directors may determine.

viii

Q:     What vote is required to approve the Proposals?

A:     Approval of the Reincorporation Proposal and the Acquisition Proposal will require the affirmative vote of 65% of the issued and outstanding TOTA Ordinary Shares present and entitled to vote at the Extraordinary General Meeting or any adjournment thereof and approval of the Incentive Plan Proposal and the Adjournment Proposal will require the affirmative vote of 50% of the issued and outstanding TOTA Ordinary Shares present and entitled to vote at the Extraordinary General Meeting or any adjournment thereof. Attending the Extraordinary General Meeting either in person or by proxy and abstaining from voting will have the same effect as voting “AGAINST” the Proposals and failing to instruct your bank, brokerage firm or nominee to attend and vote your shares will have no effect on any of the Proposals.

Q:     How will the initial shareholders vote?

A:     Tottenham’s initial shareholders, who as of the record date, owned [1,365,000] TOTA Ordinary Shares, or approximately [36.79]% of the issued and outstanding TOTA Ordinary Shares, have agreed to vote their respective shares acquired by them prior to the IPO in favor of the Reincorporation Merger Proposal, Acquisition Merger Proposal and other related proposals. The initial shareholders have also agreed that they will vote any shares they purchase in the open market in or after the IPO in favor of each of the Proposals.

Q:     What do I need to do now?

A:     We urge you to read carefully and consider the information contained in this proxy statement/consent solicitation statement/prospectus, including the annexes, and consider how the Business Combination will affect you as a Tottenham shareholder. You should vote as soon as possible in accordance with the instructions provided in this proxy statement/consent solicitation statement/prospectus and on the enclosed proxy card.

Q:     Do I need to attend the Extraordinary General Meeting to vote my shares?

A:     No. You are invited to attend the Extraordinary General Meeting to vote on the Proposals described in this proxy statement/consent solicitation statement/prospectus. However, you do not need to attend the Extraordinary General Meeting to vote your TOTA Ordinary Shares. Instead, you may submit your proxy by signing, dating and returning the applicable enclosed proxy card in the pre-addressed postage paid envelope. Your vote is important. Tottenham encourages you to vote as soon as possible after carefully reading this proxy statement/consent solicitation statement/prospectus.

Q:     Am I required to vote against the Reincorporation Merger and the Acquisition Merger Proposal in order to have my TOTA Ordinary Shares redeemed?

A:     No. You are not required to vote against the Reincorporation Merger Proposal and the Acquisition Merger Proposal in order to have the right to demand that Tottenham redeem your TOTA Ordinary Shares for cash equal to your pro rata share of the aggregate amount then on deposit in the trust account (including interest earned on your pro rata portion of the trust account, net of taxes payable) before payment of deferred underwriting commissions. These redemption rights in respect of the TOTA Ordinary Shares are sometimes referred to herein as “redemption rights.” If the Business Combination is not completed, holders of TOTA Ordinary Shares electing to exercise their redemption rights will not be entitled to receive such payments and their TOTA Ordinary Shares will be returned to them.

Q:     How do TOTA shareholders exercise their redemption rights?

A:     If you are a public shareholder and you seek to have your shares redeemed, you must (i) demand, no later than 5:00 p.m., eastern time on [•], 2020 (two business days before the Extraordinary General Meeting), that Tottenham redeem your shares for cash, and (ii) submit your request in writing to Tottenham’s transfer agent, at the address listed at the end of this section and deliver your shares to Tottenham’s transfer agent (physically, or electronically using the DWAC (Deposit/Withdrawal At Custodian) system) at least two business days prior to the vote at the Extraordinary General Meeting.

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Any corrected or changed written demand of redemption rights must be received by Tottenham’s transfer agent two business days prior to the Extraordinary General Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the transfer agent at least two business days prior to the vote at the Extraordinary General Meeting.

Public shareholders may seek to have their shares redeemed regardless of whether they vote for or against the Business Combination and whether or not they are holders of TOTA Ordinary Shares as of the record date. Any public shareholder who holds TOTA Ordinary Shares on or before [•], 2020 (two business days before the Extraordinary General Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the trust account, less any taxes then due but not yet paid, at the consummation of the Business Combination. If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, NY 10004
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com

A Tottenham shareholder who elects to dissent under Section 179 of the BVI BC Act and validly exercises its entitlement to payment of the fair value of the TOTA Ordinary Shares it holds will not be entitled to have its TOTA Ordinary Shares redeemed.

Q:     How can I vote?

A:     If you were a holder of record of TOTA Ordinary Shares on [•], 2020, the record date for the Extraordinary General Meeting, you may vote with respect to the Proposals in person at the Extraordinary General Meeting, or by submitting a proxy by mail so that it is received prior to 10:00 a.m. Hong Kong Time on [•], 2020, in accordance with the instructions provided to you under “The Extraordinary General Meeting. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, your broker or bank or other nominee may provide voting instructions (including any telephone or Internet voting instructions). You should contact your broker, bank or nominee in advance to ensure that votes related to the shares you beneficially own will be properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Extraordinary General Meeting and vote in person, obtain a proxy from your broker, bank or nominee.

Q:     If my shares are held in “street name” by my bank, brokerage firm or nominee, will they automatically vote my shares for me?

A:     No. Under Nasdaq rules, your broker, bank or nominee cannot vote your TOTA Ordinary Shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. Tottenham believes the Proposals are non-discretionary and, therefore, your broker, bank or nominee cannot vote your TOTA Ordinary Shares without your instruction. Broker non-votes will not be considered present for the purposes of establishing a quorum and will have no effect on the Proposals. If you do not provide instructions with your proxy, your bank, broker or other nominee may submit a proxy card expressly indicating that it is NOT voting your TOTA Ordinary Shares; this indication that a bank, broker or nominee is not voting your TOTA Ordinary Shares is referred to as a “broker non-vote.” Your bank, broker or other nominee can vote your TOTA Ordinary Shares only if you provide instructions on how to vote. You should instruct your broker to vote your TOTA Ordinary Shares in accordance with directions you provide.

Q:     What if I abstain from voting or fail to instruct my bank, brokerage firm or nominee?

A:     Tottenham will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for the purposes of determining whether a quorum is present at the Extraordinary General Meeting of Tottenham shareholders. For purposes of approval, an abstention on any Proposals will have the same effect as a vote “AGAINST” such Proposal.

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Q:     May I seek statutory dissenter rights with respect to my TOTA shares?

A:     Yes. Dissenter rights are available to holders of TOTA Ordinary Shares in connection with the Reincorporation Merger. Upon a holder of TOTA Ordinary Shares validly exercising its entitlement under Section 179 of the BVI BC Act, such Dissenting Shareholder ceases to have any rights (including the redemption rights) of a shareholder of Tottenham except the right to be paid the fair value of its TOTA Ordinary Shares.

In accordance with Section 179 of the BVI BC Act, a holder of TOTA Ordinary Shares is entitled to payment of the fair value of all of its shares upon validly dissenting from the Reincorporation Merger. Holders of TOTA Ordinary Shares may only dissent in respect of all shares that they hold in Tottenham. A holder of TOTA Ordinary Shares who desires to exercise their entitlement to payment of the fair value of all of its shares is required to give to Tottenham written objection to the Reincorporation Merger before the Extraordinary General Meeting or before the vote on the Reincorporation Merger Proposal at the Extraordinary General Meeting.

Within 20 days immediately following the date on which the approval of Tottenham shareholders is obtained at the Extraordinary General Meeting (or any adjourned meeting), Tottenham shall give written notice of the approval to each Tottenham shareholder who gave a valid written objection to the Reincorporation Merger, except for those Tottenham shareholders who after giving the written objection, subsequently voted to approve the Reincorporation Merger Proposal at the Extraordinary General Meeting (or any adjourned meeting). Any such holder of TOTA Ordinary Shares who elects to dissent is required, within 20 days immediately following the date on which the notice of approval by Tottenham referred to above is given, to give Tottenham a written notice of its decision to elect to dissent, stating: (a) its name and address; (b) the number of TOTA Ordinary Shares in respect of which it dissents; and (c) a demand for payment of the fair value of its shares. On the closing date, a Dissenting Shareholder shall have its TOTA Ordinary Shares automatically cancelled in exchange for the right to receive payment resulting from the procedure in Section 179 of the BVI BC Act and such Dissenting Shareholder shall not be entitled to receive PubCo Common Stock pursuant to the Reincorporation Merger.

A Tottenham shareholder who elects to dissent under Section 179 of the BVI BC Act and validly exercises its entitlement to payment of the fair value of the TOTA Ordinary Shares it holds following the procedures set forth above will not be entitled to have its TOTA Ordinary Shares redeemed. If a Tottenham shareholder has elected to have its TOTA Ordinary Shares redeemed but later elects to dissent, upon receipt of the written notice of such a Tottenham shareholder’s decision to elect to dissent, Tottenham shall instruct its transfer agent to return the TOTA Ordinary Shares (physically or electronically) delivered to the transfer agent in connection with such Tottenham shareholder’s demand for redemption to the Tottenham shareholder.

For additional information, please see “The Extraordinary General Meeting — Dissenter Rights.” Tottenham shareholders who elect redemption rights will receive their cash payment in respect of their redeemed TOTA Ordinary Shares earlier than shareholders who exercise dissenter rights.

Q:     What happens if I sell my TOTA Ordinary Shares before the Extraordinary General Meeting?

A:     The record date for the Extraordinary General Meeting is earlier than the date that the Business Combination is expected to be consummated. If you transfer your TOTA Ordinary Shares after the record date, but before the Extraordinary General Meeting, unless the transferee obtains from you a proxy to vote those shares, you would retain your right to vote at the Extraordinary General Meeting. However, you would not be entitled to receive any shares of PubCo Common Stock following the consummation of the Business Combination because only Tottenham shareholders at the time of the consummation of the Business Combination will be entitled to receive PubCo Common Stock in connection with the Business Combination.

Q:     Will I experience dilution as a result of the Business Combination?

A:     Prior to the Business Combination, the Tottenham shareholders who hold shares issued in the IPO own, after redemption in April, 2020, approximately [63.21]% of Tottenham’s issued and outstanding ordinary shares. After giving effect to the Business Combination and to (i) the issuance of the 54,254,055 shares of PubCo Common Stock in the Acquisition Merger; (ii) the issuance of up to [4,191,886] shares of PubCo Common Stock to the Tottenham shareholders in connection with the Reincorporation Merger (assuming there are no Tottenham shareholders who exercise their redemption rights and an aggregate of 481,500 shares are issued

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upon conversion of the TOTA Rights, including private rights); (iii) assuming no exercise of the PubCo Warrants; (iv) the issuance of [248,500] shares of PubCo Common Stock upon conversion of the Notes issued to the Sponsor; (v) the cancellation and forfeiture of 750,000 insider shares pursuant to the Merger Agreement; (vi) an aggregate of 3,000,000 shares are issued at the closing of the Business Combination through private placements (“PIPE Shares”), Tottenham’s current public shareholders will own approximately [4.60]% of PubCo.

Q:     Are Clene’s stockholders required to approve the Acquisition Merger?

A:     Yes. Clene’s stockholders’ approval of the Acquisition Merger and Merger Agreement is required to consummate the Business Combination. In the event that the Acquisition Merger and the Merger Agreement fail to be authorized or approved by Clene’s stockholders and such breach has not been cured within fifteen (15) days following the receipt by Clene of a notice describing such breach, Tottenham can terminate the Merger Agreement at its sole discretion. Clene’s stockholders are not required to approve the Reincorporation Merger Proposal.

Q:     Is the consummation of the Business Combination subject to any conditions?

A:     Yes. The obligations of each of Tottenham, Clene, Merger Sub and PubCo to consummate the Business Combination are subject to conditions, as more fully described in “Summary of the Proxy Statement/Consent Solicitation Statement/Prospectus — The Business Combination and the Merger Agreement” in this proxy statement/consent solicitation statement/prospectus.

Q:     Can I change my vote after I have mailed my proxy card?

A:     Yes. You may change your vote at any time before your proxy is voted at the Extraordinary General Meeting. You may revoke your proxy by executing and returning a proxy card dated later than the previous one, or by attending the Extraordinary General Meeting in person and casting your vote by hand or by ballot (as applicable) or by submitting a written revocation stating that you would like to revoke your proxy that our proxy solicitor receives prior to the Extraordinary General Meeting. If you hold your TOTA Ordinary Shares through a bank, brokerage firm or nominee, you should follow the instructions of your bank, brokerage firm or nominee regarding the revocation of proxies. If you are a record holder, you should send any notice of revocation or your completed new proxy card, as the case may be, to:

Advantage Proxy
P.O. Box 13581
Des Moines, WA 98198
Toll Free: 877-870-8565
Collect: 206-870-8565
Email: KSmith@advantageproxy.com

Q:     Should I send in my share certificates now?

A:     Yes. Tottenham’s shareholders who intend to have their shares redeemed should send their certificates or tender their shares electronically no later than two business days before the Extraordinary General Meeting. Please see “The Extraordinary General Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your ordinary shares for cash.

Q:     What are the U.S. federal income tax consequences of exercising my redemption rights?

A:     In the event that a U.S. Holder elects to redeem its TOTA Ordinary Shares for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as sale or exchange of the TOTA Ordinary Shares under Section 302 of the Internal Revenue Code (the “Code”) or is treated as a distribution under Section 301 of the Code and whether TOTA would be characterized as a passive foreign investment company (“PFIC”). If the redemption qualifies as a sale or exchange of the TOTA Ordinary Shares, the U.S. Holder will be treated as recognizing capital gain or loss equal to the difference between the amount realized on the redemption and such U.S. Holder’s adjusted tax basis in the TOTA Ordinary Shares surrendered in such redemption transaction. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the TOTA Ordinary Shares redeemed exceeds one year.

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Long-term capital gains recognized by non-corporate U.S. Holders will be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations. See “Material U.S. Federal Income Tax Consequences — U.S. Holders — Certain U.S. Federal Income Tax Consequences to U.S. Holders of Tottenham Securities of Exercising Redemption Rights” and “Material U.S. Federal Income Tax Consequences — U.S. Holders — U.S. Federal Income Tax Consequences of the Reincorporation Merger to U.S. Holders of Tottenham Securities — Passive Foreign Investment Company Status” for a more detailed discussion of the U.S. federal income tax consequences of a U.S. Holder electing to redeem its TOTA Ordinary Shares for cash, including with respect to TOTA’s potential PFIC status and certain tax implications thereof.

Q:     Will holders of TOTA Ordinary Shares, TOTA Rights or TOTA Warrants be subject to U.S. federal income tax on the PubCo Common Stock or PubCo Warrants received in the Reincorporation Merger?

A:     As discussed more fully under “Material U.S. Federal Income Tax Consequences of the Business Combination,” it is intended that the Reincorporation Merger qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code. However, the provisions of the Code that govern reorganizations are complex, and due to the absence of direct guidance on the application of Section 368(a)(1)(F) to a merger of a corporation holding only investment-type assets such as Tottenham, the qualification of the Reincorporation Merger as an “reorganization” within the meaning of Section 368(a)(1)(F) of the Code is not entirely clear. If the Reincorporation Merger so qualifies, then a U.S. Holder (as defined below) will be subject to Section 367(b) of the Code and, as a result:

•        a U.S. Holder whose TOTA Ordinary Shares have a fair market value of less than $50,000 on the date of the Reincorporation Merger and who on the date of the Reincorporation Merger owns (actually and constructively) less than 10% of the total combined voting power of all classes of Tottenham stock entitled to vote and less than 10% of the total value of all classes of Tottenham stock will generally not recognize any gain or loss and will generally not be required to include any part of Tottenham’s earnings in income pursuant to the Reincorporation Merger;

•        a U.S. Holder whose TOTA Ordinary Shares have a fair market value of $50,000 or more on the date of the Reincorporation Merger, but who on the date of the Reincorporation Merger owns (actually and constructively) less than 10% of the total combined voting power of all classes of Tottenham stock entitled to vote and less than 10% of the total value of all classes of Tottenham stock will generally recognize gain (but not loss) on the exchange of TOTA Ordinary Shares for PubCo Common Stock pursuant to the Reincorporation Merger. As an alternative to recognizing gain, such U.S. Holders may file an election to include in income as a dividend the “all earnings and profits amounts,” (as defined in Treasury Regulation Section 1.367(b)-2(d)) attributable to their TOTA Ordinary Shares, provided certain other requirements are satisfied. Any U.S. Holder that is a corporation may, under certain circumstances, effectively be exempt from taxation on a portion or all of the deemed dividend pursuant to Section 245A of the Code. Tottenham does not expect to have significant cumulative earnings and profits on the date of the Reincorporation Merger; and

•        a U.S. Holder who on the date of the Reincorporation Merger owns (actually and constructively) 10% or more of the total combined voting power of all classes of Tottenham stock entitled to vote or 10% or more of the total value of all classes of Tottenham stock will generally be required to include in income as a dividend the “all earnings and profits amount,” (as defined in Treasury Regulation Section 1.367(b)-2(d))) attributable to its TOTA Ordinary Shares, provided certain other requirements are satisfied. Tottenham does not expect to have significant cumulative earnings and profits on the date of the Reincorporation Merger.

Furthermore, even if the Reincorporation Merger qualifies as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code, a U.S. Holder of Tottenham securities may, in certain circumstances, still recognize gain (but not loss) upon the exchange of its Tottenham securities for PubCo securities pursuant to the Reincorporation Merger under the “passive foreign investment company,” or PFIC, rules of the Code equal to the excess, if any, of the fair market value of PubCo securities received in the Reincorporation Merger and the U.S. Holder’s adjusted tax basis in the corresponding Tottenham securities surrendered in exchange therefor. The tax on any such gain so recognized would be imposed at the rate applicable to ordinary income and an interest charge would apply. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Reincorporation Merger, see the discussion in the section titled “Material U.S. Federal Income Tax Consequences of the Business Combination — U.S. Holders — U.S. Federal Income Tax Consequences of the Reincorporation Merger to U.S. Holders of Tottenham Securities — Passive Foreign Investment Company Status.

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If the Reincorporation Merger does not qualify as a reorganization, then a U.S. Holder that exchanges its Tottenham securities for PubCo securities will recognize gain or loss equal to the difference between (i) the sum of the fair market value of the PubCo Common Stock and PubCo Warrants received and (ii) the U.S. Holder’s adjusted tax basis in the TOTA Ordinary Shares, TOTA Rights, and TOTA Warrants exchanged.

For a more detailed discussion of certain U.S. federal income tax consequences of the Reincorporation Merger and the Business Combination, see “Material U.S. Federal Income Tax Consequences” in this proxy statement/consent solicitation statement/prospectus. Holders should consult their own tax advisors to determine the tax consequences to them (including the application and effect of any state, local or other income and other tax laws) of the Business Combination.

Q:     Who can help answer my questions?

A:     If you have questions about the Proposals or if you need additional copies of this proxy statement/consent solicitation statement/prospectus or the enclosed proxy card you should contact Tottenham’s proxy solicitor at:

Advantage Proxy
P.O. Box 13581
Des Moines, WA 98198
Toll Free: 877-870-8565
Collect: 206-870-8565
Email: KSmith@advantageproxy.com

You may also obtain additional information about Tottenham from documents filed with the SEC by following the instructions in “Where You Can Find More Information.”

Questions and Answers About the Clene Consent Solicitation

Q.     What is consent being sought for?

A:     Stockholders of Clene are being asked to vote on the adoption and approval of the proposed Merger Agreement.

Approval of the Merger Agreement will require the affirmative consent of a majority of the issued and outstanding common stock and preferred stock of Clene, on an as-converted basis. Approval of the Merger Agreement also requires the affirmative consent of the holders of a majority of shares of each of Series B, Series C and Series D preferred stock, including the Series D lead investor.

At the time of entry into the Merger Agreement, United Technologies and General Resonance entered into shareholder support agreements with Tottenham agreeing to vote approximately 34.2% of the issued and outstanding capital stock for the transaction after the registration statement of which this joint proxy statement/consent solicitation statement/prospectus forms a part is declared effective by the SEC.

Q.     Who is entitled to give a written consent for Clene?

A:     The Clene board of directors has set [•], 2020 as the record date (the “Clene record date”) for determining Clene stockholders entitled to sign and deliver written consents with respect to this consent solicitation. Holders of outstanding shares of Clene common stock or preferred stock as of the close of business on the Clene record date will be entitled to give a consent using the form of written consent furnished with this proxy statement/consent solicitation statement/prospectus.

Q.     What will Clene stockholders receive in the merger?

A:     If the Merger Agreement is approved and the merger is completed, at the effective time, shares of Clene common stock and preferred stock issued and outstanding immediately prior to the effective time of the merger (other than shares owned by Clene as treasury stock or dissenting shares) collectively will convert into the right to receive newly issued shares of PubCo Common Stock (the “Closing Payment Shares”) equal to (a) an aggregate equity value of $542,540,558.06 (plus the net proceeds (if any) from any new equity investment received by Clene between the date of the Merger Agreement and the closing date of the business combination), divided by (b) a

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per share value equal to the lesser of (i) $10.00 per share or (ii) Tottenham’s cash-in-trust value per share on the trading date prior to the closing of the business combination. However, no fractional shares of PubCo Common Stock will be paid. Under the Merger Agreement, 5% of the Closing Payment Shares to be issued will be held in escrow for a period of 6 months after the closing to satisfy indemnification obligations, if any. In addition to the Closing Payment Shares, Clene shareholders as of immediately prior to the closing are also entitled to receive up to 8,333,333 earn-out shares (the “Earnout Shares”), subject to PubCo achieving certain share price thresholds prior to certain future dates or meeting certain Covid-19 clinical trial targets, in each case as described in the Merger Agreement.

Q:     Will Clene common stockholders and preferred stockholders receive different considerations in the merger?

A:     No. Each share of Clene common stock and each share of Clene preferred stock will receive the same per share merger consideration, equal to the Closing Payment Shares divided by the total number of shares of outstanding Clene common stock and preferred stock immediately prior to the closing (5% of which will be subject to escrow as described above) plus the Earnout Shares (if any) divided by the total number of shares of outstanding Clene common stock and preferred stock immediately prior to the closing. Based on the total number of outstanding Clene common stock and preferred stock of approximately 390,530,162 as of the date of this proxy statement/consent solicitation statement/prospectus, each share of Clene capital stock will be entitled to receive 0.1389 shares of PubCo common stock (0.0069 share of which will be subject to escrow as described above), plus approximately 0.02134 Earnout Shares (subject to achievement of the earnout milestones described above).

Q.     Do any of Clene’s directors or officers have interests in the merger that may differ from or be in addition to the interests of Clene stockholders?

A:     Clene’s executive officers and certain non-employee directors may have interests in the merger that are different from, or in addition to, the interests of Clene generally. The Clene board of directors was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the merger agreement and in recommending that the merger agreement be approved by the stockholders of Clene.

Q.     How can I return my written consent?

If you hold shares of Clene common stock or preferred stock as of the close of business on the Clene record date then you will receive an email from one of Clene’s attorneys, Meg Krivanec, requesting that you sign and submit the written stockholder consent via DocuSign. If you wish to submit your consent, you must promptly complete the DocuSign request. If you have any questions regarding the DocuSign processes or experience any difficulties, you should reach out to Meg Krivanec via email at meg.krivanec@stoel.com. Clene does not intend to hold a stockholders’ meeting to consider the Clene Merger Proposal, and, unless Clene decides to hold a stockholders’ meeting for such purposes, you will be unable to vote in person by attending a stockholders’ meeting.

Q.     What is the deadline for returning my written consent?

A:     The Clene board of directors has set [•], on [•], 2020 as the targeted final date for the receipt of written consents (the “target date”).

Q.     What choices do I have with respect to the proposed merger?

A:     With respect to the shares of Clene common stock and preferred stock that you hold, you may execute a written consent to approve the proposed Merger Agreement. If you fail to execute and return your written consent, or otherwise withhold your written consent, it has the same effect as voting against the proposed Merger Agreement.

Q.     Can I dissent and require appraisal of my shares?

A:     If you are a Clene stockholder who does not approve the merger by delivering a written consent adopting the merger agreement, you will, by complying with Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”), be entitled to appraisal rights. Section 262 of the DGCL is attached to this proxy statement/consent solicitation statement/prospectus as Annex D. Failure to follow the procedures specified under

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Section 262 of the DGCL may result in the loss or waiver of appraisal rights under Delaware law. Delaware law requires that, among other things, you send a written demand for appraisal to Clene after receiving a notice that appraisal rights are available to you, which notice will be sent to non-consenting Clene stockholders in the future. This proxy statement/consent solicitation statement/prospectus is not intended to constitute such a notice. Do not send in your demand before the date of such notice because any demand for appraisal made prior to your receipt of such notice may not be effective to perfect your rights. See “Clene’s Solicitation of Written Consent — Appraisal Rights” beginning on page 82 of this proxy statement/consent solicitation statement/prospectus.

Q:     Will U.S. Holders of Clene common stock or Clene warrants be subject to U.S. federal income tax on the PubCo Common Stock or PubCo Warrants received in the Acquisition Merger?

A:     As discussed more fully under “Material U.S. Federal Income Tax Consequences of the Business Combination,” it is intended that the Acquisition Merger qualify as a “reorganization” within the meaning of Section 368(a). Clene’s obligation to effect the Acquisition Merger is conditioned on its receipt of an opinion from its tax counsel, Kirkland & Ellis LLP, to that effect. The opinion will be based on certain assumptions and representations as to factual matters from Clene, Tottenham, PubCo and Merger Sub, as well as certain covenants by those parties. In addition, the opinion is based on current law and cannot be relied upon if current law changes with retroactive effect. The opinion of counsel is not binding upon the Internal Revenue Service (the “IRS”) or the courts, and there can be no assurance that the IRS or a court will not take a contrary position. Clene and Tottenham do not intend to request a ruling from the IRS regarding any aspects of the U.S. federal income tax consequences of the Acquisition Merger. Subject to the qualifications and limitations set forth in “Material U.S. Federal Income Tax Consequences of the Business Combination — U.S. Holders — U.S. Federal Income Tax Consequences of the Acquisition Merger to U.S. Holders of Clene Securities,” if the Acquisition Merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, U.S. Holders of Clene common stock or Clene Warrants will generally not recognize any gain or loss as a result of the Acquisition Merger. For more information on the material U.S. federal income tax consequences of the Acquisition Merger to U.S. Holders of Clene common stock or Clene warrants, see “Material U.S. Federal Income Tax Consequences of the Business Combination — U.S. Holders — U.S. Federal Income Tax Consequences of the Acquisition Merger to U.S. Holders of Clene Securities” in this proxy statement/consent solicitation statement/prospectus. Holders should consult their own tax advisors to determine the tax consequences to them (including the application and effect of any state, local or other income and other tax laws) of the Business Combination.

Q:     Should Clene stockholders send in their stock certificates now?

A:     No. Clene stockholders, whether they hold common stock or preferred stock, SHOULD NOT send in any stock certificates now. If the merger agreement is adopted and the merger is consummated, transmittal materials, with instructions for their completion, will be provided under separate cover to Clene stockholders who hold physical stock certificates and the stock certificates should be sent at that time in accordance with such instructions.

Q:     Whom should I contact if I have any questions about the consent solicitation?

A:     If you have any questions about the merger or how to return your written consent or letter of transmittal, or if you need additional copies of this proxy statement/consent solicitation statement/prospectus or a replacement written consent or letter of transmittal, you should contact Rob Etherington, at rob@clene.com.

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DELIVERY OF DOCUMENTS TO Tottenham’s shareholders

Pursuant to the rules of the SEC, Tottenham and vendors that it employs to deliver communications to its shareholders are permitted to deliver to two or more shareholders sharing the same address a single copy of this proxy statement/consent solicitation statement/prospectus, unless Tottenham has received contrary instructions from one or more of such shareholders. Upon written or oral request, Tottenham will deliver a separate copy of this proxy statement/consent solicitation statement/prospectus to any shareholder at a shared address to which a single copy of this proxy statement/consent solicitation statement/prospectus was delivered and who wishes to receive separate copies in the future. Shareholders receiving multiple copies of the proxy statement may likewise request that Tottenham deliver single copies of this proxy statement/consent solicitation statement/prospectus in the future. Stockholders may notify Tottenham of their requests by contacting Advantage Proxy as follows:

Advantage Proxy
P.O. Box 13581
Des Moines, WA 98198
Toll Free: 877-870-8565
Collect: 206-870-8565
Email: KSmith@advantageproxy.com

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SUMMARY OF THE PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/consent solicitation statement/prospectus but may not contain all of the information that may be important to you. Accordingly, we encourage you to read carefully this entire proxy statement/consent solicitation statement/prospectus, including the Merger Agreement and the Plan of Merger attached as Annex A, PubCo’s Certificate of Incorporation attached as Annex B, the Incentive Plan attached as Annex C and, the General Corporation Law of the State of Delaware attached as Annex D. Please read these documents carefully as they are the legal documents that govern the Business Combination and your rights in the Business Combination.

Unless otherwise specified, all share calculations assume no exercise of the redemption rights or dissenter rights by Tottenham’s shareholders .

The Parties to the Business Combination

Tottenham Acquisition I Limited

Tottenham is a British Virgin Islands company incorporated on November 13, 2017 as a blank check company, for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities, which we refer to as a “target business.” Tottenham’s efforts to identify prospective target businesses were not limited to any particular industry or geographic location.

On August 6, 2018, Tottenham consummated the IPO of 4,600,000 units, which includes the full exercise of the underwriter’s over-allotment option of 600,000 units. Each unit consists of one ordinary share, one warrant entitling its holder to purchase one-half of one ordinary share at a price of $11.50 per whole share, and one right to receive one-tenth (1/10) of one ordinary share upon the consummation of an initial business combination. The units were sold at an offering price of $10.00 per unit, generating gross proceeds of $46,000,000. In addition, Tottenham sold to Chardan, for $100, an option to purchase up to 220,000 units exercisable at $11.50 per unit pursuant to a unit purchase option agreement, commencing on the consummation of a business combination.

Simultaneously with the closing of the IPO, we consummated the sale of 215,000 units (the “Private Units”) at a price of $10.00 per unit in a private placement to Sponsor, generating total proceeds of $2,150,000. The Private Units are identical to the units sold in the IPO except that the warrants included in the Private Units are non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the Sponsor or its permitted transferees. Additionally, because the Private Units were issued in a private transaction, the Sponsor and its permitted transferees are allowed to exercise the warrants included in the Private Units for cash even if a registration statement covering the ordinary shares issuable upon exercise of such warrants is not effective and receive unregistered ordinary shares. The Sponsor agreed not to transfer, assign or sell any of the Private Units or underlying securities (except in limited circumstances), until the completion of Tottenham’s initial business combination. The Sponsor was granted certain demand and piggyback registration rights in connection with the purchase of the Private Units.

A total of $46,000,000 of the net proceeds from the sale of units in the IPO (including the over-allotment option units) and the private placements on August 6, 2018 were placed in a trust account established for the benefit of Tottenham’s public shareholders at JPMorgan Chase maintained by Continental Stock Transfer & Trust Company, acting as trustee.

On April 9, 2020, Tottenham held its annual meeting of shareholders. During the annual meeting, Tottenham’s shareholders elected all of the five nominees for directors to serve until the next annual meeting of shareholders and also ratified the reappointment of Friedman LLP to serve as its independent registered public accounting firm for the fiscal year ending December 31, 2020. The chairman of the annual meeting, Jason Ma, determined, in his discretion during the Annual Meeting, to present an adjournment proposal to the annual meeting with respect to the Charter Amendment proposal and the Trust Amendment proposal (defined below) until April 23, 2020. Tottenham then held its adjourned annual meeting on April 23, 2020. At the adjourned annual meeting, Tottenham’s shareholders approved the proposals to (i) amend (the “Charter Amendment”) Tottenham’s first amended and restated memorandum and articles of association to extend the date by which it has to consummate a business combination two times for an additional three months each time from May 6, 2020 to November 6, 2020; and (ii) amend (the “Trust Amendment”) the investment management trust agreement, dated as of August 1, 2018, by and between Tottenham and Continental

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Stock Transfer & Trust Company to allow it to extend the time to complete a business combination two times for an additional three months to November 6, 2020. On May 7, 2020, 2,254,614 shares were redeemed by a number of shareholders at a price of approximately $10.64 per share, in an aggregate principal amount of $23,988,574.78. None of the funds held in trust will be released from the trust account, other than interest income to pay any tax obligations, until the earlier of the completion of an initial business combination within the required time period or our entry into liquidation if we have not completed a business combination by November 6, 2020.

Tottenham may, but is not obligated to, extend the period of time to consummate a business combination five times (including two times approved by Tottenham’s shareholders on April 23, 2020) by an additional three months each time (for a total of up to 27 months to complete a business combination). As of the date of this statement, Tottenham has extended five times the period of time to consummate a business combination until November 6, 2020. In the absence of shareholder approval for a further extension, if the proposed Business Combination is not completed by November 6, 2020, Tottenham will be forced to liquidate.

Tottenham’s units, shares, warrants and rights are each quoted on Nasdaq, under the symbols “TOTAU,” “TOTA,” “TOTAW” and “TOTAR,” respectively. Each TOTA Unit consists of one ordinary share, one warrant entitling its holder to purchase one-half of one ordinary share at a price of $11.50 per whole share, and one right to receive one-tenth (1/10) of one ordinary share upon the consummation of the Business Combination. Tottenham’s units commenced trading on Nasdaq on August 2, 2018. Tottenham’s ordinary shares, public rights and public warrants commenced trading on Nasdaq on August 27, 2018.

Clene Nanomedicine, Inc.

Clene is a clinical-stage pharmaceutical company pioneering the discovery, development, and commercialization of novel clean-surfaced-nanotechnology (CSN) therapeutics. CSN therapeutics are comprised of atoms of transition elements that, when assembled in nanocrystalline form, possess unusually high, unique catalytic activities not present in those same elements in bulk form. Clene believes these nanocatalytic activities drive, support, and maintain beneficial metabolic and energetic intercellular reactions within diseased, stressed, and damaged cells.

Clene is developing a pipeline of first-in-class and only-in-class CSN therapeutics to address a range of diseases with high impact on human health. Clene began in 2013 by innovating an electrochemistry drug development platform that draws from advances in nanotechnology, plasma physics, material science, and biochemistry. Clene’s platform process results in nanocrystals with faceted structures and surfaces that are free of the chemical surface modifications that accompany other production methods. Many traditional methods of nanoparticle synthesis involve the unavoidable deposition of potentially toxic organic residues and stabilizing surfactants on the particle surfaces. Synthesizing stable nanocrystals that are both nontoxic and highly catalytic overcomes this significant hurdle in harnessing transition metal catalytic activity for therapeutic use.

Clene now has multiple drug assets currently in development for applications in neurology, infectious disease, and oncology. Clene’s efforts are currently focused on addressing the high unmet medical needs in two areas: first, those related to central nervous system disorders including Multiple Sclerosis (“MS”), Parkinson’s Disease (“PD”) and Amyotrophic Lateral Sclerosis (“ALS”); and second, those related to the pandemic caused by COVID-19, a highly infectious viral respiratory disease with serious and sometimes fatal co-morbidities.

Clene was initially established on December 28, 2012, under the name Clene Nanomedicine, LLC, as a limited liability company in Delaware. On July 31, 2014, Clene Nanomedicine, LLC was converted into a Delaware corporation, and renamed as Clene Nanomedicine, Inc.

Clene’s principal executive offices are located at 6550 South Millrock Drive, Suite G50 Salt Lake City, UT 84121, and Clene’s telephone number is 801-676-9695.

Chelsea Worldwide Inc.

Chelsea Worldwide Inc., or PubCo, was incorporated on August 12, 2020 under the Delaware laws for the purpose of effecting the Business Combination and to serve as the publicly traded parent company of Clene following the Business Combination.

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Creative Worldwide Inc.

Creative Worldwide Inc., or Merger Sub was incorporated on August 12, 2020 under the Delaware laws, as a wholly-owned subsidiary of PubCo for the purpose of effecting the Business Combination and to serve as the vehicle for, and be subsumed by, Clene pursuant to the Acquisition Merger.

The Business Combination and the Merger Agreement

The Merger Agreement was entered into by and among Tottenham, PubCo, Merger Sub, Clene and certain other parties on September 1, 2020. Pursuant to the terms of the Merger Agreement, the Business Combination will be completed through a two-step process consisting of the Reincorporation Merger and the Acquisition Merger.

The Reincorporation Merger

Tottenham will reincorporate to Delaware by merging with and into the PubCo, a Delaware corporation and wholly owned subsidiary of Tottenham. The separate corporate existence of Tottenham will cease and PubCo will continue as the surviving corporation. In connection with the Reincorporation Merger, all outstanding TOTA Units will separate into their individual components of TOTA Ordinary Shares, TOTA Rights and TOTA Warrants and will cease separate existence and trading. Upon the consummation of the Business Combination, the current equity holdings of Tottenham shareholders shall be exchanged as follows:

(i)     Each TOTA Ordinary Share, issued and outstanding immediately prior to the effective time of the Reincorporation Merger (other than any redeemed shares and Dissenting Shares), will automatically be cancelled and cease to exist and for each TOTA Ordinary Share, PubCo shall issue to each Tottenham shareholder (other than the Dissenting Shareholders and Tottenham shareholders who exercise their redemption rights in connection with the Business Combination) one validly issued share of PubCo Common Stock, which, unless explicitly stated herein, shall be fully paid;

(ii)    Each Dissenting Share held by a Dissenting Shareholder (who has not effectively withdrawn its right to such dissent) will be cancelled in exchange for the right to receive payment resulting from the procedure in Section 179 of the BVI BC Act and such Dissenting Shareholders will not be entitled to receive any shares of the PubCo Common Stock to be issued in connection with the Reincorporation Merger;

(iii)   Each TOTA Warrant issued and outstanding immediately prior to effective time of the Reincorporation Merger will convert into a PubCo Warrant to purchase one-half of one share of PubCo Common Stock (or equivalent portion thereof). The PubCo Warrants will have substantially the same terms and conditions as set forth in the TOTA Warrants; and

(iv)   The holders of TOTA Rights issued and outstanding immediately prior to the effective time of the Reincorporation Merger will receive one-tenth (1/10) of one share of PubCo Common Stock in exchange for the cancellation of each TOTA Right; provided, however, that no fractional shares will be issued and all fractional shares will be rounded to the nearest whole share.

Additionally, immediately prior to the exchange listed above, Tottenham shall cancel and forfeit an aggregate of 750,000 insider shares owned by the initial shareholders for no additional consideration.

The Acquisition Merger

Immediately after the Reincorporation Merger, Merger Sub, a Delaware corporation and wholly owned subsidiary of PubCo, will be merged with and into Clene, resulting in Clene being a wholly owned subsidiary of PubCo. Upon the closing of the Acquisition Merger, each share of PubCo Common Stock shall be entitled to one vote on all matters subject to vote at general and special meetings of the post-Business Combination company.

The aggregate consideration for the Acquisition Merger is $542,540,558.06, payable in the form of 54,254,055 newly issued shares of PubCo Common Stock valued at $10.00 per share. At the closing of the Business Combination, the former Tottenham security holders will receive the consideration specified in the above section of Reincorporation Merger and the former Clene stockholders will receive an aggregate of 54,254,055 shares of PubCo Common

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Stock, among which 2,712,702 shares of PubCo Common Stock are to be issued and held in escrow to satisfy any indemnification obligations incurred under the Merger Agreement. 12,000,000 shares of PubCo Common Stock will be reserved and authorized for issuance under the Incentive Plan upon closing.

Clene stockholders are also entitled to receive earn-out shares as follows:

(i)     3,333,333 shares of PubCo Common Stock (“Milestone 1 Clene Earn-out Shares”) if (A) the VWAP of the shares of PubCo Common Stock equals or exceeds $15.00 (or any foreign currency equivalent) (the “Milestone 1 Price”) in any twenty trading days within a thirty trading day period within the three years following the closing of the Business Combination on any securities exchange or securities market on which the shares of PubCo Common Stock are then traded or (B) the change of control price equals or exceeds the Milestone 1 Price if a change of control transaction occurs within the three years following the closing of the Business Combination (the requirements set forth in clause (A) or (B), “Milestone 1”).

(ii)    2,500,000 shares of PubCo Common Stock (“Milestone 2 Clene Earn-out Shares”) if (A) the VWAP of the shares of PubCo Common Stock equals or exceeds $20.00 (or any foreign currency equivalent) (the “Milestone 2 Price”) in any twenty trading days within a thirty trading day period within the five years following the closing of the Business Combination on any securities exchange or securities market on which the shares of PubCo Common Stock are then traded or (B) the change of control price equals or exceeds the Milestone 2 Price if a change of control transaction occurs within the five years following the closing of the Business Combination (the requirements set forth in clause (A) or (B), “Milestone 2”).

(iii)   2,500,000 shares of PubCo Common Stock if Clene completes a randomized placebo-controlled study for treatment of COVID-19 which results in a statistically significant finding of clinical efficacy within twelve (12) months after the closing of the Business Combination.

(iv)   If Milestone 1 is not achieved but Milestone 2 is achieved, such Clene stockholders will receive a catchup issuance payment equal to the Milestone 1 Clene Earn-out Shares.

Additionally, the initial shareholders are entitled to receive earn-out shares as follows:

(i)     375,000 shares of PubCo Common Stock (“Milestone 1 Initial Shareholders Earn-out Shares”) upon satisfaction of the requirements of Milestone 1.

(ii)    375,000 shares of PubCo Common Stock (“Milestone 2 Initial Shareholders Earn-out Shares”) upon satisfaction of the requirements of Milestone 2.

(iii)   If Milestone 1 is not achieved but Milestone 2 is achieved, the initial shareholders shall receive a catchup issuance payment equal to the Milestone 1 Initial Shareholders Earn-out Shares .

Neither the Clene shareholders nor the initial shareholders may transfer their respective rights to receive such earn-out shares except by operation of law or with the prior written consent of Pubco.

For more information about the Business Combination, please see “Proposal No. 1 The Reincorporation Merger Proposal” and “Proposal No. 2 The Acquisition Merger Proposal.” A copy of the Merger Agreement and the Plan of Merger is attached to this proxy statement/consent solicitation statement/prospectus as Annex A.

Post-Business Combination Structure and Impact on the Public Float

The following chart illustrates the ownership structure of PubCo immediately following the Business Combination. The equity interests shown in the diagram below were calculated based on the assumptions that (i) no Tottenham shareholder exercises its redemption rights or dissenter rights, (ii) none of the initial shareholders or Clene stockholders purchase TOTA Ordinary Shares in the open market, (iii) there is no exercise or conversion of PubCo Warrants, (iv) an aggregate of [248,500] shares are issued upon conversion of the notes issued to the Sponsor (“Notes”), (v) 750,000 insider shares owned by Sponsor are cancelled or forfeited, (vi) an aggregate of 3,000,000 PIPE Shares are issued at the closing of the Business Combination and (vii) there are no other issuances of equity by Tottenham prior to or in connection with the consummation of the Business Combination. Notwithstanding the foregoing, the ownership

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percentages set forth below do not take into account the earn-out shares or shares of PubCo Common Stock reserved and authorized for issuance under the Incentive Plan.

If the actual facts are different than these assumptions, the percentage ownership retained by the public shareholders of PubCo following the Business Combination will be different. The public warrants and private placement warrants will become exercisable upon the completion of the Business Combination and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation.

Management and Board of Directors Following the Business Combination

Effective as of the closing of the Business Combination, the board of directors of PubCo will consist of eight members. All members of the PubCo board of directors will be designated by Clene. See “PubCo’s Directors and Executive Officers after the Business Combination” for additional information.

Other Documents Relating to the Business Combination

In addition to the Agreement, the following agreements have been entered into in connection with the closing of the business combination.

Shareholder Support Agreements

Concurrently with signing the Merger Agreement, Tottenham entered into Shareholder Support Agreements with two of Clene’s stockholders, who collectively own 34.2% of total Clene outstanding shares. These stockholders have agreed to vote in favor of the Business Combination after the registration statement of which this joint proxy statement/consent solicitation statement/consent solicitation statement/prospectus forms a part is declared effective by the SEC, pursuant to a consent solicitation or at Clene’s stockholders meeting, subject to the terms of such Shareholder Support Agreements.

Initial Shareholders Forfeiture Agreements

Concurrently with signing the Merger Agreement, Tottenham, Clene and the initial shareholders entered into an Initial Shareholders Forfeiture Agreement whereby Tottenham and the initial shareholders will cancel and forfeit an aggregate of 750,000 insider shares of Tottenham owned by the initial shareholders for no additional consideration before the closing of the business combination, and that Tottenham will exchange the Sponsor’s loans to Tottenham into a number of TOTA Ordinary Shares equal to the aggregate amount of the such loans divided by $10.

Escrow Agreement

At the closing of the Business Combination, PubCo, the Stockholders’ Representative of Clene and an escrow agent will enter into an Escrow Agreement pursuant to which PubCo will deposit 2,712,702 of its shares of PubCo Common Stock to secure the indemnification obligations as contemplated by the Merger Agreement.

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Lock-up Agreements

In connection with the transactions, PubCo is expected to enter into Lock-Up Agreements with certain Clene stockholders, which will provide that these Clene stockholder will not, within a certain period of time from the closing of the Business Combination and subject to certain exceptions, offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the ordinary shares issued in connection with the Acquisition Merger, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such shares, whether any of these transactions are to be settled by delivery of any such shares, in cash, or otherwise.

Registration Rights Agreements

In connection with the Business Combination, PubCo and certain of Clene’s current stockholders are expected to enter into a Registration Rights Agreement to provide for the registration of the shares of common stock being issued to Clene’s stockholders in connection with the transactions. These Clene stockholders will be entitled to (i) make a written demand for registration under the Securities Act of all or part of the their closing payment shares (up to a maximum of two demands in total), and (ii) “piggy-back” registration rights with respect to registration statements filed following the consummation of the Acquisition. Clene will bear the expenses incurred in connection with the filing of any such registration statements.

The Private Placement

PubCo intends to enter into subscription agreements with various investors for the private placement of PubCo common stock (the “Private Placement”), which will close shortly before the closing of the Business Combination. It is estimated that approximately 3,000,000 PIPE Shares will be offered in the Private Placement, resulting in net proceeds of approximately $27.9 million, though the amount PIPE Shares offered and net proceeds could end up varying significantly. The purpose of this Private Placement is to fund the Business Combination and related transactions and for general corporate purposes of the surviving entity.

Redemption Rights

Pursuant to Tottenham’s second amended and restated memorandum and articles of association, Tottenham’s public shareholders may elect to have their shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (i) the aggregate amount on deposit in the trust account as of two business days prior to the consummation of the business combination, including interest (net of taxes payable), by (ii) the total number of then-outstanding public shares. As of [•], 2020, this would have amounted to approximately $[•] per share.

You will be entitled to receive cash for any public shares to be redeemed only if you:

(i)     (x) hold public TOTA Ordinary Shares or (y) hold public TOTA Ordinary Shares through TOTA Units and you elect to separate your TOTA Units into the underlying public TOTA Ordinary Shares, public TOTA Rights and public TOTA Warrants prior to exercising your redemption rights with respect to the public TOTA Ordinary Shares;

(ii)    prior to [•], Eastern Time, on [•], 2020, (a) submit a written request to the transfer agent that Tottenham redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through DTC; and

(iii)   do not elect to dissent from the Reincorporation Merger in accordance with Section 179 of the BVI BC Act.

Holders of outstanding TOTA Units must separate the underlying TOTA Ordinary Shares, TOTA Warrants and TOTA Rights prior to exercising redemption rights with respect to the TOTA Ordinary Shares. If TOTA Units are registered in a holder’s own name, the holder must deliver the certificate for its TOTA Units to the transfer agent with written instructions to separate the TOTA Units into their individual component parts. This must be completed far enough in advance to permit the mailing of the certificates back to the holder so that the holder may then exercise his, her or its redemption rights upon the separation of the TOTA Ordinary Shares from the TOTA Units.

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If a broker, dealer, commercial bank, trust company or other nominee holds TOTA Units for an individual or entity (such individual or entity, the “beneficial owner”), the beneficial owner must instruct such nominee to separate the beneficial owner’s TOTA Units into their individual component parts. The beneficial owner’s nominee must send written instructions by facsimile to the transfer agent. Such written instructions must include the number of TOTA Units to be separated and the nominee holding such TOTA Units. The beneficial owner’s nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant TOTA Units and a deposit of an equal number of TOTA Ordinary Shares, TOTA Warrants and TOTA Rights. This must be completed far enough in advance to permit the nominee to exercise the beneficial owner’s redemption rights upon the separation of the TOTA Ordinary Shares from the TOTA Units. While this is typically done electronically the same business day, beneficial owners should allow at least one full business day to accomplish the separation. If beneficial owners fail to cause their TOTA Ordinary Shares to be separated in a timely manner, they will likely not be able to exercise their redemption rights.

Any request for redemption, once made, may be withdrawn at any time up to two business days immediately preceding the Extraordinary General Meeting. Furthermore, if a shareholder delivered his certificate for redemption and subsequently decided prior to the date immediately preceding the Extraordinary General Meeting not to elect redemption, he may simply request that the transfer agent return the certificate (physically or electronically).

Notwithstanding the foregoing, a holder of the public shares, together with any affiliate of his or her or any other person with whom he or she is acting in concert or as a “group” (as defined in Section 13(d)-(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to more than 20% of the TOTA Ordinary Shares.

If a holder exercises its redemption rights, then such holder will be exchanging its public shares for cash and will no longer own shares of the post-Business Combination company. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares (either physically or electronically) to our Transfer Agent in accordance with the procedures described herein. Please see “The Extraordinary General Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your public shares for cash.

A redemption payment will only be made in the event that the proposed Business Combination is consummated. If the proposed Business Combination is not completed for any reason, then public shareholders who exercised their redemption rights would not be entitled to receive the redemption payment. In such case, Tottenham will promptly return the share certificates to the public shareholder.

The Proposals

At the Extraordinary General Meeting, Tottenham’s shareholders will be asked to vote on the following:

•        the Reincorporation Merger Proposal;

•        the Acquisition Merger Proposal;

•        the Incentive Plan Proposal; and

•        the Adjournment Proposal.

Please see “The Extraordinary General Meeting” on page 54 for more information on the foregoing Proposals.

Voting Securities, Record Date

As of [•], 2020, there were [3,710,386] TOTA Ordinary Shares issued and outstanding. Only Tottenham’s shareholders who hold TOTA Ordinary Shares of record as of the close of business on [•], 2020 are entitled to vote at the Extraordinary General Meeting or any adjournment of the Extraordinary General Meeting. Approval of the Reincorporation Proposal and the Acquisition Proposal will require the affirmative vote of 65% of the issued and outstanding TOTA Ordinary Shares present and entitled to vote at the Extraordinary General Meeting or any adjournment thereof. Approval of the Incentive Plan Proposal and the Adjournment Proposal will require the affirmative vote of 50% of the issued and outstanding TOTA Ordinary Shares present and entitled to vote at the Extraordinary General Meeting or any adjournment thereof.

As of [•], 2020, the initial shareholders collectively owned and were entitled to vote [1,365,000] TOTA Ordinary Shares, or approximately [36.79]% of Tottenham’s outstanding shares. With respect to the Business Combination, the initial shareholders, which own approximately [36.79]% of Tottenham’s outstanding shares as of the record date, have

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agreed to vote its TOTA Ordinary Shares in favor of the Reincorporation Merger Proposal and the Acquisition Merger Proposal, and intend to vote for the other Proposals although there is no agreement in place with respect to voting on the other Proposals.

Anticipated Accounting Treatment

The Business Combination will be accounted for as a “reverse recapitalization” in accordance with GAAP. Under this method of accounting, Tottenham will be treated as the “acquired” company for financial reporting purposes. This determination is primarily based on the fact that subsequent to the Business Combination, Clene’s stockholders are expected to have a majority of the voting power of the combined company, Clene will comprise all of the ongoing operations of the combined entity, Clene will comprise a majority of the governing body of the combined company, and Clene’s senior management will comprise all of the senior management of the combined company. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Clene issuing shares for the net assets of Tottenham, accompanied by a recapitalization. The net assets of Tottenham will be stated at historical costs. No goodwill or other intangible assets will be recorded. Operations prior to the Business Combination will be those of Clene.

Regulatory Approvals

Completion of the Acquisition Merger is subject to approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). Other than approval under the HSR Act, the Reincorporation Merger, the Acquisition Merger and the other transactions contemplated by the Merger Agreement are not subject to any additional U.S. federal or state regulatory requirements or approvals, or any regulatory requirements or approvals under the laws of the British Virgin Islands other than the filing of the necessary documents with the Registrar of Corporate Affairs in the British Virgin Islands.

Dissenter Rights

Holders of TOTA Ordinary Shares are entitled to dissenter rights under the BVI BC Act in connection with the Reincorporation Merger. In accordance with Section 179 of the BVI BC Act, a holder of TOTA Ordinary Shares is entitled to payment of the fair value of all of its shares upon validly dissenting from the Reincorporation Merger. Holders of TOTA Ordinary Shares may only dissent in respect of all shares that they hold in Tottenham.

Upon a holder of TOTA Ordinary Shares validly exercising its entitlement under Section 179 of the BVI BC Act, such Dissenting Shareholder ceases to have any rights (including the redemption rights) of a shareholder of Tottenham except the right to be paid the fair value of its TOTA Ordinary Shares.

A holder of TOTA Ordinary Shares who desires to exercise its entitlement to payment of the fair value of all of its shares is required to give to Tottenham written objection to the Reincorporation Merger before the Extraordinary General Meeting or before the vote on the Reincorporation Merger Proposal at the Extraordinary General Meeting.

Within 20 days immediately following the date on which the approval of Tottenham shareholders is obtained at the Extraordinary General Meeting (or any adjourned meeting), Tottenham shall give written notice of the approval to each Tottenham shareholder who gave a valid written objection to the Reincorporation Merger, except for those Tottenham shareholders who after giving the written objection, subsequently voted to approve the Reincorporation Merger Proposal at the Extraordinary General Meeting (or any adjourned meeting). Any such holder of TOTA Ordinary Shares who elects to dissent is required, within 20 days immediately following the date on which the notice of approval by Tottenham referred to above is given, to give Tottenham a written notice of its decision to elect to dissent, stating: (a) its name and address; (b) the number of TOTA Ordinary Shares in respect of which it dissents; and (c) a demand for payment of the fair value of its shares. On the effective date, a Dissenting Shareholder shall have its TOTA Ordinary Shares automatically cancelled in exchange for the right to receive payment resulting from the procedure in Section 179 of the BVI BC Act and such Dissenting Shareholder shall not be entitled to receive PubCo Common Stock pursuant to the Reincorporation Merger.

A Tottenham shareholder who elects to dissent under Section 179 of the BVI BC Act and validly exercises its entitlement to payment of the fair value of the TOTA Ordinary Shares it holds following the procedures set forth above

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will not be entitled to have its TOTA Ordinary Shares redeemed. If a Tottenham shareholder has elected to have its TOTA Ordinary Shares redeemed but later elects to dissent, upon receipt of the written notice of such a Tottenham shareholder’s decision to elect to dissent, Tottenham shall instruct its transfer agent to return the TOTA Ordinary Shares (physically or electronically) delivered to the transfer agent in connection with such Tottenham shareholder’s demand for redemption to the Tottenham shareholder.

Holders of outstanding TOTA Units must separate the underlying TOTA Ordinary Shares, TOTA Warrants and TOTA Rights prior to objecting to the Reincorporation Merger and exercising their dissenter rights under Section 179 of the BVI BC Act. If TOTA Units are registered in a holder’s own name, the holder must deliver the certificate for its TOTA Units to Continental with written instructions to separate the TOTA Units into their individual component parts. This must be completed far enough in advance to permit the mailing of the certificates back to the holder so that the holder may object to the Reincorporation Merger and then exercise his, her or its dissenter rights upon the separation of the TOTA Ordinary Shares from the TOTA Units.

If a broker, dealer, commercial bank, trust company or other nominee holds TOTA Units for an individual or entity (such individual or entity, the “beneficial owner”), the beneficial owner must instruct such nominee to separate the beneficial owner’s TOTA Units into their individual component parts. The beneficial owner’s nominee must send written instructions by facsimile to Continental. Such written instructions must include the number of TOTA Units to be separated and the nominee holding such TOTA Units. The beneficial owner’s nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant TOTA Units and a deposit of an equal number of TOTA Ordinary Shares, TOTA Warrants and TOTA Rights. This must be completed far enough in advance to permit the mailing of a physical certificate back to the holder so that the holder may object to the Reincorporation Merger and then exercise his, her or its dissenter rights upon the separation of the TOTA Ordinary Shares from the TOTA Units. While this is typically done electronically the same business day, beneficial owners should allow at least one full business day to accomplish the separation. If beneficial owners fail to cause their TOTA Ordinary Shares to be separated in a timely manner, they will likely not be able to object to the Reincorporation Merger and exercise their dissenter rights.

Appraisal Rights

Under Section 262 of the DGCL, holders of shares of Clene common stock who do not consent to the adoption of the Merger Agreement and who otherwise follow the procedures set forth in Section 262 of the DGCL will be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of the shares, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest, if any, to be paid on the amount determined to be “fair value.” Clene stockholders considering seeking appraisal should be aware that the “fair value” of their shares as so determined could be more than, the same as or less than the consideration they would receive pursuant to the merger agreement if they did not seek appraisal of their shares.

Any holder of shares of Clene common stock wishing to exercise appraisal rights must, within 20 days after the date of mailing of the notice of their right to demand appraisal, make a written demand for the appraisal of the stockholder’s shares to Clene (as the surviving corporation in the merger), and that stockholder must not submit a written consent approving the adoption of the merger agreement. Failure to follow the procedures specified under Section 262 of the DGCL may result in the loss of appraisal rights. See “Clene’s Solicitation of Written Consent Appraisal Rights” and Section 262 of the DGCL attached to this proxy statement/consent solicitation statement/prospectus as Annex D.

Interests of Certain Persons in the Business Combination

When you consider the recommendation of Tottenham board of directors in favor of adoption of the Reincorporation Merger Proposal, the Acquisition Merger Proposal and the other related Proposals, you should keep in mind that Tottenham’s directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a shareholder, including the following:

•        In the absence of shareholder approval for a further extension, if the proposed Business Combination is not completed by November 6, 2020, Tottenham will be required to liquidate. In such event, 1,150,000 TOTA Ordinary Shares held by the initial shareholders, which were acquired prior to the IPO for an aggregate purchase price of $25,000, will be worthless. Such shares had an aggregate market value of approximately $[•] based on the closing price of TOTA Ordinary Shares of $[•] on Nasdaq as of [•], 2020;

9

•        In the absence of shareholder approval for a further extension, if the proposed Business Combination is not completed by November 6, 2020, 215,000 Private Units purchased by the Sponsor for a total purchase price of $2,150,000, will be worthless. Such Private Units had an aggregate market value of approximately $[•] closing price of TOTA Units of $[•] on Nasdaq as of [•], 2020;

•        As of [•], 2020, Tottenham has $[•] in aggregate principal amount outstanding under the Notes that, pursuant to the Merger Agreement, are convertible into units of Tottenham upon the closing of the Business Combination. In the absence of shareholder approval for a further extension, if the proposed Business Combination is not completed by November 6, 2020, then such loans may not be repaid;

•        The exercise of Tottenham’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the transaction may result in a conflict of interest when determining whether such changes or waivers are appropriate and in our shareholders’ best interest; and

•        If the Business Combination with Clene is completed, Clene will designate all members of the board of directors.

Recommendations of Tottenham’s Board of Directors to the Tottenham’s Shareholders

After careful consideration of the terms and conditions of the Merger Agreement, the Tottenham board of directors has determined that Business Combination and the transactions contemplated thereby are fair to and in the best interests of Tottenham and its shareholders. In reaching its decision with respect to the Reincorporation Merger and the Acquisition Merger, the Tottenham board of directors reviewed various industry and financial data and the due diligence and evaluation materials provided by Clene. The Tottenham board of directors did not obtain a fairness opinion on which to base its assessment. Tottenham board of directors recommends that Tottenham’s shareholders vote:

•        FOR the Reincorporation Merger Proposal;

•        FOR the Acquisition Merger Proposal;

•        FOR the Incentive Plan Proposal; and

•        FOR the Adjournment Proposal.

Recommendation of Clene’s Board of Directors to the Clene Stockholders

The Clene board of directors has considered the merger and the terms of the merger agreement and has unanimously determined that the merger and the Merger Agreement are advisable, fair to and in the best interests of Clene and its stockholders and recommends that Clene stockholders adopt the Merger Agreement by submitting a written consent.

Risk Factors

In evaluating the Business Combination and the Proposals to be considered and voted on at the Extraordinary General Meeting, you should carefully review and consider the risk factors set forth under “Risk Factors” beginning on page 16 of this proxy statement/consent solicitation statement/prospectus. The occurrence of one or more of the events or circumstances described in that section, alone or in combination with other events or circumstances, may have a material adverse effect on (i) Tottenham’s ability to complete the Business Combination, and (ii) the business, cash flows, financial condition and results of operations of PubCo following consummation of the Business Combination.

10

SUMMARY FINANCIAL INFORMATION OF CLENE

The data below as of and for the years ended December 31, 2019 and 2018 has been derived from Clene’s audited consolidated financial statements and the data as of June 30, 2020 and for the six months ended June 30, 2020 and June 30, 2019, has been derived from Clene’s unaudited consolidated financial statements, which are included in this proxy statement/consent solicitation statement/prospectus. Clene’s management has prepared the unaudited interim financial statements on the same basis as the audited financial statements and have included, in their opinion, all adjustments, consisting only of normal recurring adjustments that management considers necessary for a fair statement of the financial information set forth in those statements. Clene’s historical results are not necessarily indicative of the results that may be expected for any other period in the future and its interim results for the six months ended June 30, 2020 are not necessarily indicative of results to be expected for the full year ending December 31, 2020, or any other period.

The information is only a summary and should be read in conjunction with Clene’s consolidated financial statements and related notes, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Clene” contained elsewhere in this proxy statement/consent solicitation statement/prospectus.

Consolidated Statements of Operations Data

 

Six Months Ended June 30,

 

Year Ended December 31,

   

2020

 

2019

 

2019

 

2018

   

(in thousands)

Product revenue

 

$

79

 

 

$

 

 

$

 

 

$

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue

 

 

58

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

6,756

 

 

 

4,131

 

 

 

9,563

 

 

 

6,645

 

General and administrative

 

 

1,828

 

 

 

2,671

 

 

 

6,769

 

 

 

2,515

 

Total operating expenses

 

 

8,642

 

 

 

6,802

 

 

 

16,332

 

 

 

9,160

 

Loss from operations

 

 

(8,563

)

 

 

(6,802

)

 

 

(16,332

)

 

 

(9,160

)

Other income (expenses):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(241

)

 

 

(38

)

 

 

(88

)

 

 

(368

)

Gain on termination of lease

 

 

51

 

 

 

 

 

 

 

 

 

 

Loss on extinguishment of convertible notes

 

 

 

 

 

 

 

 

 

 

 

(311

)

Change in fair value of preferred stock warrant liability

 

 

(2,307

)

 

 

(550

)

 

 

(361

)

 

 

(1,828

)

Change in fair value of derivative liability

 

 

14

 

 

 

 

 

 

 

 

 

 

Australia research and development credit

 

 

1,268

 

 

 

 

 

 

599

 

 

 

 

Other income, net

 

 

18

 

 

 

24

 

 

 

27

 

 

 

13

 

Total other income (expense), net

 

 

(1,197

)

 

 

(564

)

 

 

177

 

 

 

(2,494

)

Net loss

 

 

(9,760

)

 

 

(7,366

)

 

 

(16,155

)

 

 

(11,654

)

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

16

 

 

 

(14

)

 

 

(3

)

 

 

44

 

Total other comprehensive income (loss)

 

 

16

 

 

 

(14

)

 

 

(3

)

 

 

44

 

Comprehensive loss

 

$

(9,744

)

 

$

(7,380

)

 

$

(16,158

)

 

$

(11,610

)

11

Consolidated Balance Sheet Data

 

As of
June 30,
2020

 

As of
December 31,

2019

 

2018

   

(in thousands)

Cash and cash equivalents

 

$

6,889

 

 

$

8,788

 

 

$

16,777

 

Working capital (deficit)(1)

 

$

(987

)

 

$

5,163

 

 

$

11,769

 

Total assets

 

$

13,181

 

 

$

14,877

 

 

$

21,568

 

Notes Payable, including current portion

 

$

4,263

 

 

$

640

 

 

$

3,000

 

Preferred stock warrant liability

 

$

5,520

 

 

$

3,213

 

 

$

4,518

 

Redeemable convertible preferred stock

 

$

72,661

 

 

$

72,661

 

 

$

62,926

 

Total stockholders’ deficit

 

$

(77,173

)

 

$

(67,774

)

 

$

(52,039

)

____________

(1)      Amount reflects the difference between total current assets and total current liabilities.

Consolidated Cash Flow Data

 

Six Months Ended June 30,

 

Year Ended December 31,

   

2020

 

2019

 

2019

 

2018

   

(in thousands)

Net cash used in operating activities

 

$

(5,402

)

 

$

(6,884

)

 

$

(13,197

)

 

$

(7,867

)

Net cash used in investing activities

 

 

(194

)

 

 

(224

)

 

 

(294

)

 

 

(752

)

Net cash provided by financing activities

 

 

3,668

 

 

 

2,773

 

 

 

5,503

 

 

 

19,777

 

Net effect of foreign exchange rate changes

 

 

29

 

 

 

(13

)

 

 

(1

)

 

 

44

 

Net increase (decrease) in cash and cash equivalents

 

$

(1,899

)

 

$

(4,348

)

 

$

(7,989

)

 

$

11,202

 

12

COMPARATIVE PER SHARE INFORMATION

The following table sets forth the per share data of each of Tottenham and Clene on a stand-alone basis and the unaudited pro forma combined per share data for the six months ended June 30, 2020 and the year ended December 31, 2019 after giving effect to the Business Combination and a private placement with net proceeds of $27.9 million, or Private Placement assuming (i) no redemption of TOTA Ordinary Shares, and (2) maximum redemption of TOTA Ordinary Shares. In addition, the historical financial information has been adjusted to give pro forma effect to events that relate to material financing transactions performed after June 30, 2020 and pro forma adjustments that are directly attributable to the Business Combination as follows: (i) Tottenham’s issuance of unsecured promissory notes to the Sponsor, (ii) the conversion of Tottenham’s notes due to Sponsor and amounts due to related party into Tottenham ordinary shares, (iii) Clene’s issuance of convertible notes in July 2020, (iv) Clene’s issuance and sale in August 2020 of Series D convertible preferred stock, and (v) the conversion of Clene’s 2020 convertible notes into Series D convertible preferred stock.

The pro forma earnings information for the six months ended June 30, 2020 and for the year ended December 31, 2019 were computed as if the Business Combination and the Private Placement had been completed on January 1, 2019.

The historical book value per share is computed by dividing total shareholders’ equity by the number of TOTA Ordinary Shares outstanding at the end of the period. The pro forma combined book value per PubCo common share is computed by dividing total pro forma shareholders’ equity by the pro forma number of PubCo common shares outstanding at the end of the period. The pro forma earnings per share of the combined company is computed by dividing the pro forma income available to the combined company’s shareholders by the pro forma weighted-average number of PubCo common shares outstanding over the period.

You should read the information in the following table in conjunction with the selected historical financial information summary included elsewhere in this proxy statement/consent solicitation statement/prospectus, and the historical financial statements of Tottenham and Clene and related notes that are included elsewhere in this proxy statement/consent solicitation statement/prospectus. The unaudited Tottenham and Clene pro forma combined per share information is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/consent solicitation statement/prospectus. See “Selected Unaudited Pro Forma Condensed Combined Financial Information.”

The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of Tottenham and Clene would have been had the companies been combined during the periods presented.

13

 

Six Months Ended June 30, 2020

   

Tottenham

 

Clene

 

Pro Forma
Combined
(No
Redemptions)(1)

 

Pro Forma
Combined
(Full
Redemptions)
(1)

   

(in thousands, except share and per share data)

Net loss attributable to common stockholders

 

$

(230

)

 

$

(9,760

)

 

$

(7,687

)

 

$

(7,687

)

Net loss excluding interest income from Trust Account(2)

 

$

(353

)

 

$

(9,760

)

 

$

(7,687

)

 

$

(7,687

)

Stockholders’ equity (deficit)(3)

 

$

21,818

 

 

$

(77,173

)

 

$

89,924

 

 

$

73,418

 

Shares subject to redemption

 

 

1,560,484

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending shares

 

 

2,149,902