The accompanying notes are an integral part
of the unaudited condensed financial statements.
The accompanying notes are an integral part
of the unaudited condensed financial statements.
The accompanying notes are an integral part
of the unaudited condensed financial statements.
Notes to Unaudited Condensed Financial
Statements
NOTE 1
– ORGANIZATION AND BUSINESS BACKGROUND
Tottenham Acquisition I Limited (the “Company”
or “we”, “us” and “our”) is a newly organized blank check company incorporated on November
13, 2017, under the laws of the British Virgin Islands for the purpose of acquiring, engaging in a share exchange, share reconstruction
and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in
any other similar business combination with one or more businesses or entities (an “initial business combination”).
Although the Company is not limited to a particular geographic region, the Company intends to focus on operating businesses with
primary operations in Asia (with an emphasis in China).
The accompanying financial statements are
presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States
of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and
Exchange Commission (the “SEC”).
As of June 30, 2018, the Company had not
commenced any operations. All activity through June 30, 2018 relates to the Company’s formation and the public offering as
described below. The Company has selected December 31 as its fiscal year end.
On August 1, 2018, the registration statement
(File No. 333-226072) (the “Registration Statement”) relating to the initial public offering (“IPO”) of
Tottenham Acquisition I Limited (the “Company”) was declared effective by the Securities and Exchange Commission.
On August 6, 2018, the Company consummated
the IPO of 4,600,000 units (the “Units”), which includes the full exercise of the underwriter’s over-allotment
option of 600,000 Units. Each Unit consists of one ordinary share (“Ordinary Share”), one warrant (“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 an 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, the Company sold to Chardan, for $100, an option
to purchase up to 220,000 units exercisable at $11.50 per unit pursuant to the Unit Purchase Option agreement as set forth in Exhibit
4.3, commencing on the later of the consummation of a business combination and six months from the effective date of the Registration
Statement.
As of August 6, 2018, a total of $46,000,000
of the net proceeds from the IPO and the Private Placement (as defined below) were deposited in a trust account established for
the benefit of the Company’s public shareholders. An audited balance sheet as of August 6, 2018 reflecting receipt of the
proceeds upon consummation of the IPO and the Private Placement was filed on August 17, 2018.
Pursuant to the Nasdaq listing rules, our
initial business combination must be with a target business or businesses whose collective fair market value is at least equal
to 80% of the balance in the trust account (excluding any deferred underwriting discounts and commissions and taxes payable on
the income earned on the trust account) at the time of the execution of a definitive agreement for such business combination, although
this may entail simultaneous acquisitions of several target businesses. The fair market value of the target will be determined
by our board of directors based upon one or more standards generally accepted by the financial community (such as actual and potential
sales, earnings, cash flow and/or book value). Our board of directors will have broad discretion in choosing the standard used
to establish the fair market value of any prospective target business. The target business or businesses that we acquire may have
a collective fair market value substantially in excess of 80% of the trust account balance.
We are not required to obtain an opinion
from an unaffiliated third party that the target business we select has a fair market value in excess of at least 80% of the balance
of the trust account unless our board of directors cannot make such determination on its own. We are also not required to obtain
an opinion from an unaffiliated third party indicating that the price we are paying is fair to our shareholders from a financial
point of view unless the target is affiliated with our officers, directors, initial shareholders or their affiliates.
We currently anticipate structuring our
initial business combination to acquire 100% of the equity interests or assets of the target business or businesses. We may, however,
structure our initial business combination where we merge directly with the target business or where we acquire less than 100%
of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders
or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50%
or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient
for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment
Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders
prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations
ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue
a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we could acquire
a 100% controlling interest in the target; however, as a result of the issuance of a substantial number of new shares, our shareholders
immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent
to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are
owned or acquired by the post-transaction company, only the portion of such business or businesses that is owned or acquired is
what will be valued for purposes of the 80% fair market value test.
NOTE 2
– SIGNIFICANT ACCOUNTING POLICIES
These accompanying financial statements
have been prepared in U.S. Dollars in conformity with generally accepted accounting principles in the United States of America
(“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).
In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to
present fairly the financial position, and the results of its operations and its cash flows. Operating results as presented are
not necessarily indicative of the results to be expected for a full year.
In preparing these financial statements,
management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. Actual results
may differ from these estimates.
The Company accounts for income taxes in
accordance with the provisions of ASC Topic 740, “
Income Taxes
” (“ASC 740”). Under the asset and
liability, method as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected
future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statements
and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply
to the period when assets are realized or liability is settled. Any effect on deferred tax assets and liabilities of a change in
tax rates is recognized in the operation of statement in the period that includes the enactment date. Deferred tax assets are reduced
by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.
ASC 740 prescribes a comprehensive model
for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken
or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements
when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must
initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized
upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.
The Company calculates net loss per share
in accordance with ASC Topic 260,
“Earnings per Share.”
Basic loss per share is computed by dividing the net
loss by the weighted-average number of ordinary shares outstanding during the period. Since there are no ordinary share equivalents
outstanding and also because of the Company’s loss position, diluted loss per ordinary share is the same as basic loss per
ordinary share for the periods ended June 30, 2018.
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·
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Deferred offering costs
|
Deferred offering costs consist of underwriting,
legal, printer, registration and other expenses incurred through the balance sheet date that are directly related to the Offering
and were charged to additional paid-in capital upon the completion of the Offering.
Parties, which can be a corporation or
individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or
exercise significant influence over the other party in making financial and operational decisions. Companies are also considered
to be related if they are subject to common control or common significant influence.
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·
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Recent accounting pronouncements
|
The Company has considered all new accounting
pronouncements and has concluded that there are no new pronouncements that may have a material impact on the results of operations,
financial condition, or cash flows, based on the current information.
NOTE
3 – PUBLIC OFFERING
On August 6, 2018, the Company
sold 4,600,000 units at a price of $10.00 per Public Unit in the Public Offering. Each Public Unit consists of one ordinary share
of the Company, $0.0001 par value per share (the “Public Shares”), and one right (the “Public Rights”).
Each Public Right entitles the holder to receive one-tenth (1/10) of an ordinary share upon consummation of an initial Business
Combination. In addition, the Company has granted Chardan Capital Markets, LLC, the underwriter of the Public Offering, a 45-day
option to purchase up to 220,000 Public Units solely to cover overallotments, if any.
If the Company does not complete
its Business Combination within the necessary time period described in Note 1, the Public Rights will expire and be worthless.
Since the Company is not required to net cash settle the Rights and the Rights are convertible upon the consummation of an initial
Business Combination, the Management determined that the Rights are classified within shareholders’ equity as “Additional
paid-in capital” upon their issuance in accordance with ASC 815-40. The proceeds from the sale are allocated to Public Shares
and Rights based on the relative fair value of the securities in accordance with ASC 470-20-30. The value of the Public Shares
and Rights will be based on the closing price paid by investors. The Company paid an upfront underwriting discount of $1,150,000
(2.5%) of the per unit offering price to the underwriter at the closing of the Public Offering, with an additional fee of $920,000
(the “Deferred Discount”) of 2.0% of the gross offering proceeds payable upon the Company’s completion of the
Business Combination. The Deferred Discount will become payable to the underwriter from the amounts held in the Trust Account solely
in the event the Company completes its Business Combination. In the event that the Company does not close the Business Combination,
the underwriter has waived its right to receive the Deferred Discount. The underwriter is not entitled to any interest accrued
on the Deferred Discount. Chardan Capital Markets, LLC exercised their right to purchase option to purchase up to a total of 220,000
units at $11.50 per unit.
NOTE
4 – PRIVATE PLACEMENT
Upon the consummation of the IPO, Norwich
Investment Limited, our sponsor, has purchased from us an aggregate of 200,000 private units at $10.00 per private unit (for a
total purchase price of $2,000,000). They also purchased an additional 15,000 Private Units from the Company at a price of $10.00
per Private Unit at the closing of the sale.
The private units are identical to the
units sold in this offering except that the private warrants will be non-redeemable and may be exercised on a cashless basis, in
each case so long as they continue to be held by our sponsor or its permitted transferees. Additionally, because the private units
will be issued in a private transaction, our sponsor and its permitted transferees will be allowed to exercise the private warrants
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. Furthermore, our sponsor has agreed (A) to vote the ordinary shares underlying the private
units, or “private shares,” in favor of any proposed business combination, (B) not to propose, or vote in favor of,
an amendment to our amended and restated memorandum and articles of association that would stop our public shareholders from converting
or selling their shares to us in connection with a business combination or affect the substance or timing of our obligation to
redeem 100% of our public shares if we do not complete a business combination within 12 months from the closing of this offering
(or 21 months, as applicable) unless we provide dissenting public shareholders with the opportunity to convert their public shares
in connection with any such vote, (C) not to convert any private shares for cash from the trust account in connection with a shareholder
vote to approve our proposed initial business combination or a vote to amend the provisions of our amended and restated memorandum
and articles of association relating to shareholders’ rights or pre-business combination activity and (D) that the private
shares shall not participate in any liquidating distribution upon winding up if a business combination is not consummated. Our
sponsor has also agreed not to transfer, assign or sell any of the private units or underlying securities (except to the same permitted
transferees as the insider shares and provided the transferees agree to the same terms and restrictions as the permitted transferees
of the insider shares must agree to, each as described above) until the completion of our initial business combination.
NOTE 5 – RELATED PARTY TRANSACTIONS
Founder Shares
In November 2017, the Company’s Initial
Shareholder, Norwich Investment Limited, subscribed for an aggregate of 1,000 of Ordinary Shares (“Founder Shares”)
for an aggregate purchase price of $1, or approximately $0.001 per share.
In February 2018, the Company’s Shareholder,
Norwich Investment Limited, subscribed for an aggregate of 1,150,000 of Ordinary Shares for an aggregate purchase price of $25,000,
or approximately $0.022 per share.
Concurrently, in February 2018, the Company
repurchased 1,000 ordinary shares at a consideration of US$1 or US$0.001 per share, from its founder shareholder.
Amount due to a related party
As of June 30, 2018 and December 31, 2017,
the Company had a temporary advance of $244,899 and $97,386, respectively from a shareholder for its deferred costs of the Public
Offering. The balance is unsecured, interest-free and has no fixed terms of repayment.
NOTE
6 – STOCKHOLDER’S DEFICIENCY
Preferred
shares
The Company is authorized to issue 2,000,000
preferred shares at par $0.0001. There is no specific preferential right associated with this class of share at the time of this
filing.
Ordinary
shares
The Company is authorized to issue 100,000,000
ordinary shares at par $0.0001. Holders of the Company’s ordinary shares are entitled to one vote for each share. As of December
31, 2017, 1,000 Ordinary Shares were issued and outstanding. On November 13, 2017, 1,000 ordinary shares were issued to Norwich
Investment Limited for $1.
On February 12, 2018, the Company issued
an aggregate of 1,150,000 ordinary shares to its initial shareholder for an aggregate purchase price of $25,000, or approximately
$0.022 per share. Concurrently, on February 12, 2018, the Company repurchased 1,000 ordinary shares at a consideration of US$1
or US$0.001 per share, from its founder shareholder.
As of June 30, 2018, 1,150,000 ordinary
shares issued and outstanding.
NOTE 7 – COMMITMENTS AND CONTINGENCIES
Deferred Underwriter Commission
The Company is obligated to pay the Deferred
Discount of 2.5% of the gross Public Offering proceeds, in the amount of $920,000, to the underwriter upon the Company’s
consummation of the Business Combination plus two percent (2.0%), or $0.20 per unit, for each unit that is not redeemed by shareholders
in connection with the business combination. If the business combination is not consummated, the deferred amount will be forfeited
by the underwriters. The underwriters will not be entitled to any interest accrued on the deferred amount.
Registration Rights
The holders of the Founder Shares, the
Private Placement Warrants (and their underlying securities) and the warrants that may be issued upon conversion of the Working
Capital Loans (and their underlying securities) will be entitled to registration rights pursuant to a registration rights agreement
to be signed prior to or on the effective date of the Public Offering. The holders of a majority of these securities will be entitled
to make up to two demands that the Company register such securities. The holders of the majority of the Founder Shares can elect
to exercise these registration rights at any time commencing three months prior to the date on which these ordinary shares are
to be released from escrow. The holders of a majority of the Private Placement Warrants and warrants issued in payment of Working
Capital Loans made to the Company (or underlying securities) can elect to exercise these registration rights at any time after
the Company consummates a Business Combination. In addition, the holders will have certain “piggy-back” registration
rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company will bear
the expenses incurred in connection with the filing of any such registration statements.
NOTE
8 – SUBSEQUENT EVENTS
On August 6, 2018, the Company sold 4,600,000
units at a price of $10.00 per Public Unit in the Public Offering. Each Public Unit consists of one ordinary share of the Company,
$0.0001 par value per share (the “Public Shares”), and one right (the “Public Rights”). Each Public Right
entitles the holder to receive one-tenth (1/10) of an ordinary share upon consummation of an initial Business Combination. In addition,
the Company has granted Chardan Capital Markets, LLC, the underwriter of the Public Offering, a 45-day option to purchase up to
220,000 Public Units solely to cover over-allotments, if any.
The Company paid an upfront underwriting
discount of $1,150,000 (2.5%) of the per unit offering price to the underwriter at the closing of the Public Offering, with an
additional fee of $920,000 (the “Deferred Discount”) of 2.0% of the gross offering proceeds payable upon the Company’s
completion of the Business Combination. The Deferred Discount will become payable to the underwriter from the amounts held in the
Trust Account solely in the event the Company completes its Business Combination. In the event that the Company does not close
the Business Combination, the underwriter has waived its right to receive the Deferred Discount. The underwriter is not entitled
to any interest accrued on the Deferred Discount. Chardan Capital Markets, LLC exercised their right to purchase option to purchase
up to a total of 220,000 units at $11.50 per unit.
Concurrently, on August 6, 2018, the Company
also issued 215,000 ordinary shares under the private placement of 215,000 private units at $10 per unit, to the Sponsor.
The Company’s management reviewed
all material events that have occurred after the balance sheet date through the date which these financial statements were issued,
in accordance with ASC Topic 855, “
Subsequent Events
”.