Registration Statement for Securities to Be Issued in Business Combination Transactions (s-4/a)
20 Octubre 2020 - 5:04AM
Edgar (US Regulatory)
As
Filed with the Securities and Exchange Commission on October 19, 2020
Registration
No. 333-248703
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT
NO. 3
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Chelsea
Worldwide Inc.
(Exact name of Registrant as specified in its charter)
Delaware
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6770
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85-2828339
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(State or other jurisdiction
of
incorporation or organization)
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(Primary Standard
Industrial
Classification Code Number)
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(I.R.S. Employer
Identification No.)
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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:
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|
Lawrence
Venick
Giovanni Caruso
Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
(212) 407-4000
(212) 407-4990 — Facsimile
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|
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
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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.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging Growth Company
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☒
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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
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Amount to be
Registered
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Proposed
Maximum
Aggregate
Price Per
Security(1)
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Proposed Maximum Aggregate Offering Price
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Amount of
Registration
Fee
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Common Stock
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57,099,158
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$
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10.00
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$
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570,991,580.00
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$
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74,114.71
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(2)(3)
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Common Stock to be issued pursuant to the earn-out arrangement
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9,083,333
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$
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10.00
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$
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90,833,330.00
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$
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9,909.92
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(3)(4)
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Common Stock underlying Units
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363,783
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$
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10.00
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$
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3,637,830.00
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$
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472.19
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(2)(3)
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Common Stock underlying Rights
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481,500
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$
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10.00
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$
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4,815,000.00
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$
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624.99
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(2)(3)
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Warrants
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4,451,217
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|
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$
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0.16
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$
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712,194.72
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|
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$
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92.44
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(2)(3)
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Warrants underlying Units
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363,783
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|
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$
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0.16
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$
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58,205.28
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$
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7.56
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(2)(3)
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Common Stock underlying Warrants
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2,407,500
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$
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11.50
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$
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27,686,250.00
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$
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3,593.68
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(2)(3)
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Units underlying the Unit Purchase Option
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220,000
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$
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11.50
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$
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2,530,000.00
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$
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328.39
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(2)(3)
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Common Stock included as part of the Unit Purchase Option
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220,000
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$
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0.00
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$
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—
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$
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—
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Warrants included as part of the Unit Purchase Option
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220,000
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$
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0.00
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$
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—
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$
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—
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Rights included as part of the Unit Purchase Option
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220,000
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$
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0.00
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$
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—
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$
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—
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Common Stock underlying Unit Purchase Option Rights
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22,000
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$
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10.00
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$
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220,000.00
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$
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28.56
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(2)(3)
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Common Stock underlying Unit Purchase Option Warrants
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110,000
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$
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11.50
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$
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1,265,000.00
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$
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164.20
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(2)(3)
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Total
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$
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702,749,390.00
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$
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89,336.62
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(1)
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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.
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(2)
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Calculated
pursuant to Rule 457 of the Securities Act by multiplying the proposed maximum aggregate offering price of securities to be registered
by 0.0001298.
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(4)
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Calculated
pursuant to Rule 457 of the Securities Act by multiplying the proposed maximum aggregate offering price of securities to be registered
by 0.0001091.
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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.
explanatory
note
The
sole purpose of this amendment is to correct clerical errors in Amendment No. 2 concerning Exhibits 8.1, 23.1, and 23.2 . No other
changes have been made to the registration statement. Accordingly, this amendment consists only of the facing page, this explanatory
note, and Part II of the registration statement.
PART
II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 20.
Indemnification of Directors and Officers.
Subsection
(a) of Section 145 of the General Corporation Law of the State of Delaware (referred to as the “DGCL”)
empowers a corporation to indemnify any person who was or is a party or who is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding
if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s
conduct was unlawful.
Subsection
(b) of Section 145 empowers a corporation to indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that the person acted in any of the capacities set forth above, against expenses (including attorneys’
fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the
person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.
Section 145
further provides that to the extent a director or officer of a corporation has been successful on the merits or otherwise in the
defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145, or in defense
of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually
and reasonably incurred by such person in connection therewith; that indemnification provided for by Section 145 shall not
be deemed exclusive of any other rights to which the indemnified party may be entitled; and the indemnification provided for by
Section 145 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of such person’s heirs, executors and administrators.
Section 145 also empowers the corporation to purchase and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted
against such person and incurred by such person in any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify such person against such liabilities under Section 145.
Section 102(b)(7)
of the DGCL provides that a corporation’s certificate of incorporation may contain a provision eliminating or limiting the
personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the
director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL or (iv) for
any transaction from which the director derived an improper personal benefit.
PubCo’s
Certificate of Incorporation provides for indemnification of its directors, officers, employees and other agents to the maximum
extent permitted by the Delaware General Corporation Law, and PubCo’s bylaws provide for indemnification of its directors,
officers, employees and other agents to the maximum extent permitted by the Delaware General Corporation Law.
In
addition, effective upon the consummation of the business combination, PubCo will enter into indemnification agreements with each
of our directors and officers. These agreements will require PubCo to indemnify these individuals to the fullest extent permitted
under Delaware law against liabilities that may arise by reason of their service to PubCo, and to advance expenses incurred as
a result of any proceeding against them as to which they could be indemnified. PubCo also intends to enter into indemnification
agreements with its future directors.
Item 21.
Exhibits and Financial Statements Schedules
(a)
Exhibits
See
the Exhibit Index attached hereto.
(b)
Financial Statement Schedules
All
schedules for which provision is made in the applicable accounting regulations of the SEC have been omitted because they are not
required, amounts that would otherwise be required to be shown regarding any item are not material, are inapplicable, or the required
information has already been provided elsewhere in the registration statement.
Item 22.
Undertakings
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a.
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The
undersigned registrant hereby undertakes:
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i.
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To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(1)
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To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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(2)
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To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price
set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
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(3)
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To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
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ii.
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That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
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iii.
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To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at
the termination of the offering.
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iv.
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That,
for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b)
as part of a registration statement relating to an offering other than registration statements relying on Rule 430B or other
than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement
as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or
prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into
the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract
of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that
was part of the registration statement or made in any such document immediately prior to such date of first use.
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v.
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That,
the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser
by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered
to offer or sell such securities to such purchaser:
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(1)
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Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
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(2)
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Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to
by the undersigned registrant;
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(3)
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The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and
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(4)
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Any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
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vi.
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The
undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder
through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter
within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called
for by the applicable registration form with respect to re-offerings by persons who may be deemed underwriters, in addition to
the information called for by the other Items of the applicable Form.
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vii.
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The
undersigned registrant hereby undertakes as follows: that every prospectus (i) that is filed pursuant to the paragraph immediately
preceding, or (ii) that purports to meet the requirements of section 10(a)(3) of the Securities Act and is used in connection
with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement
and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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viii.
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Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
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b.
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The
undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus
pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent
to the effective date of the registration statement through the date of responding to the request.
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c.
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The
undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction,
and the company being acquired involved therein, that was not the subject of and included in the registration statement when it
became effective.
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EXHIBIT INDEX
Exhibit
Number
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Description
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2.1*
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Merger Agreement dated September 1, 2020 (included as Annex A to this proxy statement/consent solicitation statement/prospectus)
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3.1*
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Tottenham Second Amended and Restated Memorandum and Articles of Association (incorporated by reference to Annex A to the Tottenham Definitive Proxy Statements filed with the Securities & Exchange Commission on March 17, 2020)
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3.2*
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Certificate of Incorporation of Chelsea Worldwide Inc.
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3.3*
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Amended and Restated Certificate of Incorporation of Chelsea Worldwide Inc. (Exhibit E to the Merger Agreement and included as Annex B to this proxy statement/consent solicitation statement/prospectus)
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3.4**
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Form of Chelsea Worldwide Inc. Bylaws (Exhibit E to the Merger Agreement)
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4.1*
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Specimen TOTA Unit Certificate (incorporated by reference to Exhibit 4.1 to the Tottenham Registration Statement on Form S-1 filed with the Securities & Exchange Commission on July 5, 2018)
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4.2*
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Specimen TOTA Ordinary Shares Certificate (incorporated by reference to Exhibit 4.2 to the Tottenham Registration Statement on Form S-1 filed with the Securities & Exchange Commission on July 5, 2018)
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4.3*
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Specimen TOTA Rights Certificate (incorporated by reference to Exhibit 4.3 to the Tottenham Registration Statement on Form S-1 filed with the Securities & Exchange Commission on July 5, 2018)
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4.4*
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Specimen TOTA Warrant Certificate (incorporated by reference to Exhibit 4.4 to the Tottenham Registration Statement on Form S-1 filed with the Securities & Exchange Commission on July 5, 2018)
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4.5*
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Warrant Agreement, dated August 1, 2018, by and between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 7, 2018)
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4.6*
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Rights Agreement, dated August 1, 2018, by and between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 4.6 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on August 7, 2018)
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4.7*
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Form of Unit Purchase Option between the Registrant and Chardan Capital Markets, LLC (incorporated by reference to Exhibit 4.7 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on July 5, 2018)
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5.1+
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Form of Opinion of Loeb & Loeb LLP as to Validity of PubCo Common Stock and PubCo Warrants
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8.1***
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Form of Opinion of Loeb & Loeb LLP regarding certain federal income tax matters
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10.1*
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Letter Agreements, dated August 1, 2019, among the Registrant and the Registrant’s Officers and Directors (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on August 7, 2018)
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10.2*
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Investment Management Trust Account Agreement, dated August 1, 2019, by and between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on August 7, 2018)
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10.3*
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Amendment to the Investment Management Trust Account Agreement, dated April 9, 2020, by and between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Annex A to the Tottenham Definitive Proxy Statements filed with the Securities & Exchange Commission on March 17, 2020)
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10.4*
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Stock Escrow Agreement, dated August 1, 2019, among the Registrant, Continental Stock Transfer & Trust Company, and the initial shareholders (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on August 7, 2018)
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10.5*
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Registration Rights Agreement, dated August 1, 2019, among the Registrant, Continental Stock Transfer & Trust Company and the initial shareholders (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on August 7, 2018)
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10.6*
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|
Form of Shareholder Support Agreement
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10.7**
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Initial Shareholders Forfeiture Agreement (Exhibit C to the Merger Agreement)
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10.8+
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|
Form of Escrow Agreement
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10.9*
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|
Form of Lock-Up Agreement (Exhibit A to the Merger Agreement)
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10.10*
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|
Registration Rights Agreement (Exhibit B to the Merger Agreement)
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10.11*
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|
Form of Executive Employment Agreement
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Exhibit
Number
|
|
Description
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10.12+
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|
Subscription Agreement
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10.14**#
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|
License Agreement, effective August 31, 2018, between Clene Nanomedicine, Inc. and 4Life Research, LLC
|
10.15**
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|
Exclusive Supply Agreement, dated August 31, 2018, between Clene Nanomedicine, Inc. and 4Life Research, LLC
|
10.16**
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|
Lease Agreement, dated May 9, 2016, and First Amendment of Lease Agreement, dated January 6, 2017, between Upper Chesapeake Flex One, LLC and Clene Nanomedicine, Inc.
|
10.17**##
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|
Clinical Research Support Agreement, dated September 27, 2019, between Clene Nanomedicine, Inc. and The General Hospital Corporation.
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14*
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|
Form of Code of Ethics (incorporated by reference to Exhibit 14 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on July 5, 2018)
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16.1**
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|
Letter from Deloitte & Touche LLP
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23.1***
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|
Consent of Friedman LLP
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23.2***
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|
Consent of PricewaterhouseCoopers LLP
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23.3+
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|
Consent of Loeb & Loeb LLP (included in Exhibits 5.1)
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99.9*
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|
Form of Proxy Card
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*
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Incorporated by reference and filed previously
|
|
#
|
Schedules and similar attachments to this Exhibit have
been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of such omitted
materials to the SEC upon request.
|
|
##
|
Certain portions of this exhibit have been redacted pursuant
to Item 601(b)(10)(iv) of Regulation S-K. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the
SEC upon its request.
|
|
+
|
To be filed by amendment
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SIGNATURES
Pursuant
to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, on the 19th day of October, 2020.
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Chelsea Worldwide Inc.
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By:
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/s/
Jason Ma
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Name:
|
Jason
Ma
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|
Title:
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Chief
Executive Officer
|
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following person
on October 19, 2020 in the capacities indicated.
Name
|
|
Title
|
/s/
Jason Ma
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|
Chief Executive
Officer and Sole Director
|
Jason
Ma
|
|
(Principal Executive Officer and Principal Financial and Accounting Officer)
|
II-6
Tottenham Acquisition I (NASDAQ:TOTAU)
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Tottenham Acquisition I (NASDAQ:TOTAU)
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