Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 02, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | Tottenham Acquisition I Ltd | |
Entity Central Index Key | 0001731176 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 3,710,386 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 | |
Entity Emerging Growth Company | true | |
Entity Small Business | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Interactive data current | Yes | |
Entity File Number | 001-38614 | |
Entity Incorporation State | D8 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash | $ 440,054 | $ 429,447 |
Prepayments | 85,062 | 47,542 |
Total Current Assets | 525,116 | 476,989 |
Cash and investments held in trust account | 25,594,307 | 48,300,233 |
TOTAL ASSETS | 26,119,423 | 48,777,222 |
Current liabilities: | ||
Accrued liabilities | 180,160 | 107,358 |
Promissory note payable to related party | 2,013,255 | 920,000 |
Amount due to related party | 1,203,373 | 389,645 |
Total Current Liabilities | 3,396,788 | 1,417,003 |
Deferred underwriting compensation | 1,389,077 | 1,840,000 |
TOTAL LIABILITIES | 4,785,865 | 3,257,003 |
Commitments and contingencies | 0 | 0 |
Ordinary shares, subject to conversion: 1,496,758 and 3,859,050 shares (at conversion value of $10.91 and $10.50 per share) as of September 30, 2020 and December 31, 2019, respectively | 16,333,557 | 40,520,218 |
Shareholders' Equity: | ||
Preferred shares, $0.0001 par value; 2,000,000 shares authorized; no share issued | 0 | 0 |
Ordinary shares, $0.0001 par value; 100,000,000 shares authorized; 2,213,628 and 2,105,950 shares issued and outstanding (excluding 1,496,758 and 3,859,050 shares subject to conversion) | 221 | 211 |
Additional paid-in capital | 5,183,105 | 4,534,106 |
Accumulated other comprehensive income | 0 | 179,939 |
(Accumulated deficit) retained earnings | (183,325) | 285,745 |
Total Shareholders' Equity | 5,000,001 | 5,000,001 |
TOTAL LIABILITIES AND SHAREHOLDERS'EQUITY | $ 26,119,423 | $ 48,777,222 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred shares, par value | $ 0.0001 | $ 0.0001 |
Preferred shares, authorized | 2,000,000 | 2,000,000 |
Preferred shares, issued | 0 | 0 |
Preferred shares, outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 100,000,000 | 100,000,000 |
Common stock, issued | 2,213,628 | 2,105,950 |
Common stock, outstanding | 2,213,628 | 2,105,950 |
Ordinary shares subject to conversion | 1,496,758 | 3,859,050 |
Conversion rate per share | $ 10.91 | $ 10.50 |
Condensed Statements of Operati
Condensed Statements of Operations and Comprehensive Income (Loss) Unaudited - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | ||
Income Statement [Abstract] | |||||
Formation, general and administrative expenses | $ (485,080) | $ (150,031) | $ (838,428) | $ (348,692) | |
Total operating expenses | (485,080) | (150,031) | (838,428) | (348,692) | |
Other income | |||||
Interest income | 993 | 271,163 | 369,358 | 607,107 | |
(Loss) income before income taxes | (484,087) | 121,132 | (469,070) | 258,415 | |
Income taxes | 0 | 0 | 0 | 0 | |
NET (LOSS) INCOME | (484,087) | 121,132 | (469,070) | 258,415 | |
Less: income attributable to ordinary shares subject to conversion | 630 | 230,848 | 235,698 | 516,673 | |
Net loss attributable to Tottenham Acquisition I Limited | (484,717) | (109,716) | (704,768) | (258,258) | |
NET (LOSS) INCOME | (484,087) | 121,132 | (469,070) | 258,415 | |
Other comprehensive income: | |||||
Changes in Unrealized gain on available-for-sale securities | 0 | (17,349) | (179,939) | 201,736 | |
COMPREHENSIVE (LOSS) INCOME | $ (484,087) | $ 103,783 | $ (649,009) | $ 460,151 | |
Basic and diluted weighted average shares outstanding | [1] | 2,149,902 | 2,048,677 | 2,120,708 | 2,048,677 |
Basic and diluted net loss per share | $ (0.23) | $ (0.05) | $ (0.33) | $ (0.13) | |
[1] | Excludes an aggregate of up to 1,496,758 and 3,859,050 shares subject to conversion at September 30, 2020 and December 31, 2019, respectively. |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Changes in Shareholders' Equity (Unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income | Retained Earnings (Accumulated Deficit) | Total |
Beginning balance, shares at Dec. 31, 2018 | 1,987,165 | ||||
Beginning balance, value at Dec. 31, 2018 | $ 199 | $ 4,955,581 | $ 27,179 | $ 17,042 | $ 5,000,001 |
Change in fair value of ordinary shares subject to possible conversion, shares | 61,512 | ||||
Change in fair value of ordinary shares subject to possible conversion, value | $ 6 | (460,157) | (460,151) | ||
Realized holding gain on available-for sales securities | (606,869) | (606,869) | |||
Unrealized holding gain on available-for-sale securities | 808,605 | 808,605 | |||
Net income (loss) | 258,415 | 258,415 | |||
Ending balance, shares at Sep. 30, 2019 | 2,048,677 | ||||
Ending balance, value at Sep. 30, 2019 | $ 205 | 4,495,424 | 228,915 | 275,457 | 5,000,001 |
Beginning balance, shares at Jun. 30, 2019 | 1,999,278 | ||||
Beginning balance, value at Jun. 30, 2019 | $ 200 | 4,599,212 | 246,264 | 154,325 | 5,000,001 |
Change in fair value of ordinary shares subject to possible conversion, shares | 43,399 | ||||
Change in fair value of ordinary shares subject to possible conversion, value | $ 5 | (103,788) | (103,783) | ||
Realized holding gain on available-for sales securities | (271,148) | (271,148) | |||
Unrealized holding gain on available-for-sale securities | 253,799 | 253,799 | |||
Net income (loss) | 121,132 | 121,132 | |||
Ending balance, shares at Sep. 30, 2019 | 2,048,677 | ||||
Ending balance, value at Sep. 30, 2019 | $ 205 | 4,495,424 | 228,915 | 275,457 | 5,000,001 |
Beginning balance, shares at Dec. 31, 2019 | 2,105,950 | ||||
Beginning balance, value at Dec. 31, 2019 | $ 211 | 4,534,106 | 179,939 | 285,745 | 5,000,001 |
Change in fair value of ordinary shares subject to possible conversion, shares | 107,678 | ||||
Change in fair value of ordinary shares subject to possible conversion, value | $ 10 | 648,999 | 649,009 | ||
Realized holding gain on available-for sales securities | (365,175) | (365,175) | |||
Unrealized holding gain on available-for-sale securities | 185,236 | 185,236 | |||
Net income (loss) | (469,070) | (469,070) | |||
Ending balance, shares at Sep. 30, 2020 | 2,213,628 | ||||
Ending balance, value at Sep. 30, 2020 | $ 221 | 5,183,105 | (183,325) | 5,000,001 | |
Beginning balance, shares at Jun. 30, 2020 | 2,149,902 | ||||
Beginning balance, value at Jun. 30, 2020 | $ 215 | 4,699,024 | 300,762 | 5,000,001 | |
Change in fair value of ordinary shares subject to possible conversion, shares | 63,726 | ||||
Change in fair value of ordinary shares subject to possible conversion, value | $ 6 | 484,081 | 484,087 | ||
Realized holding gain on available-for sales securities | (986) | (986) | |||
Unrealized holding gain on available-for-sale securities | 986 | 986 | |||
Net income (loss) | (484,087) | (484,087) | |||
Ending balance, shares at Sep. 30, 2020 | 2,213,628 | ||||
Ending balance, value at Sep. 30, 2020 | $ 221 | $ 5,183,105 | $ (183,325) | $ 5,000,001 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flow from operating activities | ||
Net (loss) income | $ (469,070) | $ 258,415 |
Adjustments to reconcile net (loss) income to net cash used in operating activities | ||
Interest income earned in cash and investments held in trust account | (369,333) | (607,067) |
Change in operating assets and liabilities: | ||
Decrease in prepayments | (37,520) | (16,689) |
Increase (decrease) in accrued liabilities | 72,802 | (101,881) |
Cash used in operating activities | (803,121) | (467,222) |
Cash flows from financing activities | ||
Advance from a related party | 813,728 | 171,664 |
Net cash provided by financing activities | 813,728 | 171,664 |
NET CHANGE IN CASH | 10,607 | (295,558) |
Cash, beginning of period | 429,447 | 743,783 |
Cash, end of period | 440,054 | 448,225 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Unrealized (loss) gain on Trust Account | (179,939) | 201,736 |
Changes in ordinary shares subject to conversion | 107,678 | 460,157 |
Decrease in underwriting commission due to share redemption | 450,923 | 0 |
Expenses paid by a related party | 23,728 | 92,564 |
Proceeds of a promissory note deposited in Trust Account by a founder shareholder | 1,093,255 | 460,000 |
Cash payout to shareholders directly released from trust account due to share redemption | $ 23,988,575 | $ 0 |
1. Organization and Business Ba
1. Organization and Business Background | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Background | NOTE 1 – ORGANIZATION AND BUSINESS BACKGROUND Tottenham Acquisition I Limited (“Tottenham”, 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”). Chelsea Worldwide Inc., (“PubCo”) is a company incorporated on August 12, 2020, under the laws of the State of Delaware for the purpose of effecting the Business Combination and to serve as the publicly traded parent company of Clene Nanomedicine, Inc. (“Clene”) following the Business Combination. PubCo is wholly owned by Tottenham. Creative Worldwide Inc. (“Merger Sub”, or together with PubCo, “the subsidiaries”) are a company incorporated on August 12, 2020, under the laws of the State of Delaware 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. Merger Sub is wholly owned by Tottenham. As of September 30, 2020, the Company had not commenced any operations. All activities through September 30, 2020 relate to the Company’s formation, initial public offering (as described below), identifying a target business for an initial business combination, and activities in connection with the potential acquisition of Clene. The Company has selected December 31 as its fiscal year end. Financing The registration statement for the Company’s initial public offering (the “Public Offering” as described in Note 3) was declared effective by the United States Securities and Exchange Commission (“SEC”) on August 1, 2018. The Company consummated the Public Offering on August 6, 2018 of 4,600,000 units at $10.00 per unit (the “Public Units’) and sold to initial shareholders and Chardan Capital Markets, LLC options to purchase 220,000 units at $11.50 per unit for $100. The Company received net proceeds of approximately $46,000,000 (which includes deferred underwriting commissions of $1,840,000). On May 7, 2020, 2,254,614 shares were redeemed by part of shareholders at a price of approximately $10.64 per share, in an aggregate principal amount of $23,988,575. Trust Account Upon the closing of the Public Offering and the private placement, $46,000,000 was placed in a trust account (the “Trust Account”) with Continental Stock Transfer & Trust Company, LLC acting as trustee. 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 $23,988,575 following the annual meeting held on April 23, 2020. The funds held in the Trust Account can be invested in United States government treasury bills, bonds or notes, having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act until the earlier of (i) the consummation of the Company’s initial business combination within the required time period and (ii) the redemption of 100% of the outstanding public shares if the Company has not completed an initial business combination in the required time period. Placing funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors, service providers, prospective target businesses or other entities it engages, execute agreements with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements. The remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. Additionally, the interest earned on the Trust Account balance may be released to the Company to pay the Company’s tax obligations. Business Combination Pursuant to Nasdaq listing rules, the Company’s initial business combination must occur with one or more target businesses having an aggregate fair market value equal to at least 80% of the value of the funds in the Trust Account (excluding any deferred underwriter’s fees and taxes payable on the income earned on the Trust Account), which the Company refers to as the 80% test, at the time of the execution of a definitive agreement for our initial business combination, although the Company may structure a business combination with one or more target businesses whose fair market value significantly exceeds 80% of the trust account balance. If the Company is no longer listed on Nasdaq, it will not be required to satisfy the 80% test. The Company currently anticipates structuring a business combination to acquire 100% of the equity interests or assets of the target business or businesses. The Company may, however, structure a business combination where the Company merges directly with the target business or where the Company acquires 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 the Company will only complete such business combination if the post-transaction company owns 50% or more of the outstanding voting securities of the target or otherwise owns a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. 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, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% test. The Company will either seek shareholder approval of any business combination at a meeting called for such purpose at which shareholders may seek to convert their shares into their pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, or provide shareholders with the opportunity to sell their shares to the Company by means of a tender offer for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid. These shares have been recorded at redemption value and are classified as temporary equity, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “ Distinguishing Liabilities from Equity In connection with any shareholder vote required to approve any business combination, the initial shareholders have agreed (i) to vote any of their respective shares, including the ordinary shares sold to the initial shareholders in connection with the organization of the Company (the “Initial Shares”), ordinary shares included in the Private Units sold in the Private Placement, and any ordinary shares which were initially issued in connection with the Public Offering, whether acquired in or after the effective date of the IPO, in favor of the initial business combination and (ii) not to convert such respective shares into a pro rata portion of the Trust Account or seek to sell their shares in connection with any tender offer the Company engages in. 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. 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 PubCo, with PubCo remaining as the surviving publicly traded entity (the “Reincorporation Merger”); (ii) 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 (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. The aggregate consideration for the Acquisition Merger is $542,540,558, 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 shares of PubCo Common Stock will be reserved and authorized for issuance under the 2020 Stock Plan upon closing. Certain Clene’s stockholders may be entitled to receive earn-out shares as follows: (1) 3,333,333 shares of PubCo Common Stock if the volume-weighted average price (VWAP) of the shares of PubCo Common Stock equals or exceeds $15.00 (or any foreign currency equivalent) in any 20 trading-days within a 30 trading-day period (the “Trading 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 (“Milestone 1”); and (2) 2,500,000 shares of PubCo Common Stock if the VWAP of the shares of PubCo Common Stock equals or exceeds $20.00 (or any foreign currency equivalent) in the Trading 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 (“Milestone 2”); and (3) 2,500,000 shares of PubCo Common Stock are to be issued 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 months of the Closing Date (“Milestone 3”). If Milestone 1 is not achieved but Milestone 2 is achieved, Clene’s stockholders shall receive the shares granted under Milestone 2 as well as those under Milestone 1. In the event that within the five years following the closing of the Business Combination, there is a change of control of the Tottenham and the change of control price meets the Milestone 1 and Millstone 2 share price thresholds described above, such Clene stockholders shall receive the applicable earn-out shares associated with the achievement of Milestone 1 and Milestone 2. Furthermore, immediately prior to the closing of the Business Combination, Tottenham shall cancel and forfeit an aggregate of 750,000 insider shares collectively 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 if Milestone 1 is achieved; and (2) another 375,000 shares of PubCo Common Stock if Milestone 2 is achieved. If Milestone 1 is not achieved but Milestone 2 is achieved, the Sponsor shall receive the shares granted under Milestone 2 as well as those under Milestone 1. To date, the milestones have not been achieved; accordingly, the earn-out shares are not reflected in the unaudited condensed consolidated financial information. Liquidation If the Company does not complete a business combination within 27 months from the consummation of this offering, it will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the second amended and restated memorandum and articles of association. As a result, this has the same effect as if the Company had formally gone through a voluntary liquidation procedure under the British Virgin Islands Law. Accordingly, no vote would be required from our shareholders to commence such a voluntary winding up, dissolution and liquidation. However, if the Company anticipates that the Company may not be able to consummate its initial business combination within 12 months, the Company may, but is not obligated to, extend the period of time to consummate a business combination five times (including two times approved by 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 report, we have 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 we do not complete a business combination by November 6, 2020, it will trigger our automatic winding up, dissolution and liquidation pursuant to the terms of our second amended and restated memorandum and articles of association. Pursuant to the terms of the first amended and restated memorandum and articles of association and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company, LLC on the effective date of the Registration Statement, in order to extend the time available for the Company to consummate our initial business combination, the Company’s insiders or their affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account $0.10 for each public ordinary share that was not redeemed into the trust account for each three-month extension. On April 23, 2020, the shareholders of the Company approved to increase the amount required to be deposited for each three-month extension to $0.135 for each public ordinary share that has not redeemed, on or prior to the date of the applicable deadline. The insiders will receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event that the Company is unable to close a business combination unless there are funds available outside the trust account to do so. Such notes would either be paid upon consummation of the Company’s initial business combination, or, at the lender’s discretion, converted upon consummation of our business combination into additional private units at a price of $10.00 per unit. The Company’s shareholders have approved the issuance of the private units upon conversion of such notes, to the extent the holder wishes to so convert such notes at the time of the consummation of the Company’s initial business combination. In the event that the Company receives notice from the Company’s insiders five days prior to the applicable deadline of their intent to effect an extension, the Company intends to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, the Company intends to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. The Company’s insiders and their affiliates or designees are not obligated to fund the trust account to extend the time for the Company to complete our initial business combination. To the extent that some, but not all, of the Company’s insiders, decide to extend the period of time to consummate the Company initial business combination, such insiders (or their affiliates or designees) may deposit the entire amount required. If the Company is unable to consummate the Company’s initial business combination within such time period, the Company will, as promptly as possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding public shares for a pro rata portion of the funds held in the trust account, including a pro rata portion of any interest earned on the funds held in the trust account and not necessary to pay taxes, and then seek to liquidate and dissolve. However, the Company may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of the Company’s public shareholders. In the event of dissolution and liquidation, the public rights will expire and will be worthless. On July 23, 2019, October 25, 2019, January 21, 2020, May 6, 2020, and July 31, 2020, the Company issued unsecured promissory notes in the aggregate principal amount of $460,000, $460,000, $460,000, $316,627, and $316,627, respectively, to Norwich Investment Limited, the Company’s initial public offering sponsor (“Norwich”) in exchange for Norwich depositing such amounts into the Company’s trust account in order to extend the amount of time it has available to complete a business combination until November 6, 2020. These notes do not bear interest and mature upon closing of a business combination by the Company. In addition, the notes may be converted by the holder into units of the Company identical to the units issued in the Company’s initial public offering at a price of $10.00 per unit. On October 26, 2020, the Company filed a definitive proxy statement which provides that an extraordinary general meeting (“Meeting”) will held on November 6, 2020. The Meeting will be devoted to proposals to amend both the Company’s amended and restated memorandum and articles of association (the “Charter Amendment”) and investment management trust agreement, dated as of August 1, 2018, as amended (the “Trust Amendment”), to extend the date by which the Company has to consummate a business combination four (4) times for an additional one month each time from November 6, 2020 to March 6, 2021. Going Concern In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “ Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern |
2. Significant Accounting Polic
2. Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES Basis of presentation These accompanying unaudited condensed consolidated 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”) for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the consolidated financial statements not misleading have been included. Operating results for the interim period ended September 30, 2020 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2020. The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis, and the consolidated financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on March 24, 2020. Principles of consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant intercompany transactions and balances between the Company and its subsidiaries are eliminated upon consolidation. Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors. The accompanying unaudited condensed consolidated financial statements reflect the activities of the Company and each of the following entities: Name Background Ownership Chelsea Worldwide Inc. (“PubCo”) A Delaware company Incorporated on August 12, 2020 100% Owned by Tottenham Creative Worldwide Inc. (“Merger Sub”) A Delaware company Incorporated on August 12, 2020 100% Owned by PubCo Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of September 30, 2020 and December 31, 2019. Cash and Investments Held in Trust Account At September 30, 2020, the assets held in the Trust Account are held in cash and the Morgan Stanley Institutional Liquidity Funds (MSILF) Treasury securities. As of December 31, 2019, the assets held in the Trust Account are held in cash and U.S. Treasury securities. The Company classifies marketable securities as available-for-sale at the time of purchase and reevaluates such classification as of each balance sheet date. All marketable securities are recorded at their estimated fair value. Unrealized gains and losses for available-for-sale debt securities are recorded in other comprehensive income (loss). On January 1, 2018, the Company adopted ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary share subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. As of September 30, 2020 and December 31, 2019, the Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control. 1,496,758 and 3,859,050 ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. On May 7, 2020, 2,254,614 shares were redeemed by part of shareholders at a price of approximately $10.64 per share, in an aggregate principal amount of $23,988,575. Deferred Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “ Expenses of Offering Fair Value of Financial Instruments FASB ASC Topic 820 “ Fair Value Measurements and Disclosures The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 – Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “ Fair Value Measurements and Disclosures The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2020 and December 31, 2019, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. September 30, 2020 Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Description (Unaudited) (Level 1) (Level 2) (Level 3) Assets: MSILF Treasury Securities held in Trust Account* $ 25,594,307 $ 25,594,307 $ – $ – December 31, 2019 Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities held in Trust Account* $ 48,298,955 $ 48,298,955 $ – $ – *included in cash and investments held in trust account on the Company’s consolidated balance sheet. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and trust accounts in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Income Taxes The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “ Income Taxes ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their consolidated 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 consolidated 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. Net Loss Per Share The Company calculates net loss per share in accordance with ASC Topic 260, “ Earnings per Share Related Parties 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. 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. |
3. Cash and Investment Held in
3. Cash and Investment Held in Trust Account | 9 Months Ended |
Sep. 30, 2020 | |
Receivables [Abstract] | |
Cash and Investment Held in Trust Account | NOTE 3 – CASH AND INVESTMENT HELD IN TRUST ACCOUNT As of September 30, 2020, investment securities in the Company’s Trust Account consisted of $25,594,307 in MSILF Treasury Securities and $0 in cash. As of December 31, 2019, investment securities in the Company’s Trust Account consisted of $48,298,955 in United States Treasury Bills and $1,278 in cash. The Company classifies its United States Treasury securities as available-for-sale. Available-for-sale marketable debt securities are recorded at their estimated fair value on the accompanying September 30, 2020 balance sheet. The carrying value, including gross unrealized holding gain as other comprehensive income and fair value of marketable debt securities on September 30, 2020 and December 31, 2019 are as follows: Carrying Value as of September 30, 2020 Gross Unrealized Fair Value as of Available-for-sale marketable debt securities: MSILF Treasury Securities $ 25,594,307 $ – $ 25,594,307 Carrying Value as of December 31, 2019 Gross Unrealized Fair Value as of Available-for-sale marketable debt securities: U.S. Treasury Securities $ 48,199,016 $ 179,939 $ 48,298,955 |
4. Public Offering
4. Public Offering | 9 Months Ended |
Sep. 30, 2020 | |
Public Offering | |
Public Offering | NOTE 4 – 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”), one warrant (the “Public Warrant”) entitling its holder to purchase one-half of one Public Share at a price of $11.50 per whole share, 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 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, commencing on the later of the consummation of a business combination and six months from the effective date of the Registration Statement. As of September 30, 2020, no options were exercised. The Company accounted for the unit purchase option, inclusive of the receipt of $100 cash payment, as an expense of the IPO resulting in a charge directly to shareholders’ equity. The Company estimated the fair value of this unit purchase option to be approximately $653,400 (or $2.97 per Unit) using the Black-Scholes option-pricing model. The fair value of the unit purchase option granted to the underwriters was estimated as of the date of grant using the following assumptions: (1) expected volatility of 35%, (2) risk-free interest rate of 2.44% and (3) expected life of five years. The option and such units purchased pursuant to the option, as well as the ordinary share underlying such units, the rights included in such units, the ordinary share that is issuable for the rights included in such units, the warrants included in such units, and the shares underlying such warrants, have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 5110(g)(1) of FINRA’s NASDAQ Conduct Rules. Additionally, the option may not be sold, transferred, assigned, pledged or hypothecated for a one-year period (including the foregoing 180-day period) following the date of IPO except to any underwriter and selected dealer participating in the IPO and their bona fide officers or partners. The option grants to holders demand and “piggy back” rights for periods of five and seven years, respectively, from the effective date of the registration statement with respect to the registration under the Securities Act of the securities directly and indirectly issuable upon exercise of the option. The Company will bear all fees and expenses attendant to registering the securities, other than underwriting commissions which will be paid for by the holders themselves. The exercise price and number of units issuable upon exercise of the option may be adjusted in certain circumstances including in the event of a stock dividend, or the Company’s recapitalization, reorganization, merger or consolidation. However, the option will not be adjusted for issuances of ordinary shares at a price below its exercise price. If the Company does not complete its business combination within the applicable time period described in Note 1, the Public Warrants and 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 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 $1,840,000 (the “Deferred Discount”) of 4.0% 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. In addition, pursuant to the agreement with the underwriters, the amount of Deferred Discount payable to Chardan will be reduced by $0.20 (2.0%) for each unit that is redeemed by shareholders in connection with a business combination. On August 6, 2018, Chardan Capital Markets, LLC acquired an option to purchase up to a total of 220,000 units at $11.50 per unit for $100. As of September 30, 2020, no options were exercised. |
5. Private Placement
5. Private Placement | 9 Months Ended |
Sep. 30, 2020 | |
Private Placement | |
Private Placement | NOTE 5 – PRIVATE PLACEMENT Simultaneously with the closing of the Public Offering, the Company consummated a private placement of (i) 200,000 Private Units, at $10.00 per unit, purchased by the Sponsor. Simultaneously with the sale of the Over-Allotment Units, the Company consummated a private placement of 15,000 Private Units, at $10.00 per unit, purchased by the Sponsor. 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. |
6. Related Party Transactions
6. Related Party Transactions | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 6 – RELATED PARTY TRANSACTIONS Founder Shares In November 2017, Norwich subscribed for an aggregate of 1,000 of Ordinary Shares (“Founder Shares”) for an aggregate purchase price of $1, or approximately $0.0001 per share. In February 2018, Norwich 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 $1 or $0.0001 per share, from its Initial Shareholder. Related Party Payables At September 30, 2020 and December 31, 2019, the Company had related party payable to Initial Shareholder in the amount of $1,203,373 and $389,645, respectively. This payable is unsecured, interest-free and has no fixed terms of repayment. Administrative Services Agreement The Company is obligated, commencing from August 2, 2018, to pay Norwich a monthly fee of $10,000 for general and administrative services. This agreement will terminate upon completion of the Company’s initial business combination or the liquidation of the trust account to public shareholders. Promissory Note Payable At September 30, 2020 and December 31, 2019, the Company had unsecured promissory note payable to Norwich in the aggregate principal amount of $2,013,255 and $920,000, respectively. This payable is in exchange for Norwich depositing such amount into the Company’s trust account in order to extend the amount of time it has made available to complete a business combination. Please refer to Note 1 for detailed information of these promissory notes issued. |
7. Shareholders' Equity
7. Shareholders' Equity | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Shareholders' Equity | NOTE 7 – SHAREHOLDERS’ EQUITY 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. 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. On August 6, 2018, the Company issued 215,000 ordinary shares under the private placement of 215,000 private units at $10 per unit, to the Sponsor. On August 6, 2018, the Company sold 4,600,000 units at a price of $10.00 per Public Unit in the Public Offering. On May 7, 2020, 2,254,614 shares were redeemed by part of shareholders at a price of approximately $10.64 per share, in an aggregate principal amount of $23,988,575. As of September 30, 2020 and December 31, 2019, 2,213,628 and 2,105,950 ordinary shares issued and outstanding excluding 1,496,758 and 3,859,050 shares are subject to possible conversion, respectively. Accumulated Other Comprehensive Income The table below presents the changes in accumulated other comprehensive income (loss) (“AOCI”), including the reclassification out of AOCI. Available-for-sale securities Balance as of January 1, 2020 $ 179,939 Other comprehensive income before reclassifications 169,998 Amounts reclassified from AOCI into interest income (192,983 ) Balance as of March 31, 2020 $ 156,954 Balance as of April 1, 2020 $ 156,954 Other comprehensive income before reclassifications 14,252 Amounts reclassified from AOCI into interest income (171,206 ) Balance as of June 30, 2020 $ – Balance as of July 1, 2020 $ – Other comprehensive income before reclassifications 986 Amounts reclassified from AOCI into interest income (986 ) Balance as of September 30, 2020 $ – Available-for-sale securities Balance as of January 1, 2019 $ 27,179 Other comprehensive income before reclassifications 277,735 Amounts reclassified from AOCI into interest income – Balance as of March 31, 2019 $ 304,914 Balance as of April 1, 2019 $ 304,914 Other comprehensive income before reclassifications 277,071 Amounts reclassified from AOCI into interest income (335,721 ) Balance as of June 30, 2019 $ 246,264 Balance as of July 1, 2019 $ 246,264 Other comprehensive income before reclassifications 253,799 Amounts reclassified from AOCI into interest income (271,148 ) Balance as of September 30, 2019 $ 228,915 |
8. Commitments and Contingencie
8. Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 8 – COMMITMENTS AND CONTINGENCIES Deferred Underwriting Compensation As of September 30, 2020 and December 31, 2019, the Company’s deferred underwriter compensation amounted to $1,389,077 and $1,840,000, respectively. The Company is committed to pay the Deferred Discount of 4.0% of the gross offering proceeds of the Public Offering, to the underwriter upon the Company’s consummation of the business combination. The underwriter is not entitled to any interest accrued on the Deferred Discount, and has waived its right to receive the Deferred Discount if the Company does not close a business combination. Pursuant to our agreement with the underwriters, the amount of Deferred Discount payable to Chardan will be reduced by $0.20 (2.0%) for each unit that is redeemed by shareholders in connection with a business combination. On May 7, 2020, 2,254,614 shares were redeemed by part of shareholders. As a result, the deferred underwriting compensation was reduced by $450,923, or $0.20 per unit redeemed. Registration Rights The holders of the Founder Shares, the private 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 signed prior on the effective date of the IPO. 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 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. Financial Advisory Fees The Company entered into a financial advisory agreement with Chardan on February 10, 2020, according to which Chardan is engaged to provide the Company financial advisory services in connection with the identification of and negotiation with potential targets, assistance with due diligence, marketing, financial analysis and investor relations. As Clene was not introduced to Tottenham by Chardan, in the event a Business Combination is consummated and subject to the financial advisory agreement, Tottenham will only be obligated to pay Chardan a fee of $1 million at the closing in cash. Additionally, in the event the Business Combination is consummated involving a Chardan introduced party as investor that is not a holder of Tottenham’s securities before February 10, 2020, the post-closing company will pay to Chardan a financing fee in cash equal to five percent (5%) of the aggregate sale price of Tottenham’s or PubCo’s securities to such investor. |
9. Subsequent Events
9. Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsquent Events | NOTE 9 – SUBSEQUENT EVENTS In accordance with ASC Topic 855, “ Subsequent Events |
2. Significant Accounting Pol_2
2. Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of presentation These accompanying unaudited condensed consolidated 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”) for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the consolidated financial statements not misleading have been included. Operating results for the interim period ended September 30, 2020 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2020. The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis, and the consolidated financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on March 24, 2020. |
Principles of consolidation | Principles of consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant intercompany transactions and balances between the Company and its subsidiaries are eliminated upon consolidation. Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors. The accompanying unaudited condensed consolidated financial statements reflect the activities of the Company and each of the following entities: Name Background Ownership Chelsea Worldwide Inc. (“PubCo”) A Delaware company Incorporated on August 12, 2020 100% Owned by Tottenham Creative Worldwide Inc. (“Merger Sub”) A Delaware company Incorporated on August 12, 2020 100% Owned by PubCo |
Use of estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash | Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of September 30, 2020 and December 31, 2019. |
Cash and Investments Held in Trust Account | Cash and Investments Held in Trust Account At September 30, 2020, the assets held in the Trust Account are held in cash and the Morgan Stanley Institutional Liquidity Funds (MSILF) Treasury securities. As of December 31, 2019, the assets held in the Trust Account are held in cash and U.S. Treasury securities. The Company classifies marketable securities as available-for-sale at the time of purchase and reevaluates such classification as of each balance sheet date. All marketable securities are recorded at their estimated fair value. Unrealized gains and losses for available-for-sale debt securities are recorded in other comprehensive income (loss). On January 1, 2018, the Company adopted ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary share subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. As of September 30, 2020 and December 31, 2019, the Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control. 1,496,758 and 3,859,050 ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. On May 7, 2020, 2,254,614 shares were redeemed by part of shareholders at a price of approximately $10.64 per share, in an aggregate principal amount of $23,988,575. |
Deferred Offering costs | Deferred Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “ Expenses of Offering |
Fair Value of Financial Instruments | Fair Value of Financial Instruments FASB ASC Topic 820 “ Fair Value Measurements and Disclosures The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 – Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “ Fair Value Measurements and Disclosures The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2020 and December 31, 2019, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. September 30, 2020 Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Description (Unaudited) (Level 1) (Level 2) (Level 3) Assets: MSILF Treasury Securities held in Trust Account* $ 25,594,307 $ 25,594,307 $ – $ – December 31, 2019 Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities held in Trust Account* $ 48,298,955 $ 48,298,955 $ – $ – *included in cash and investments held in trust account on the Company’s consolidated balance sheet. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and trust accounts in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Income taxes | Income Taxes The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “ Income Taxes ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their consolidated 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 consolidated 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. |
Net loss per share | Net Loss Per Share The Company calculates net loss per share in accordance with ASC Topic 260, “ Earnings per Share |
Related parties | Related Parties 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. |
Recent accounting pronouncements | 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. |
2. Significant Accounting Pol_3
2. Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Subsidiary | The accompanying unaudited condensed consolidated financial statements reflect the activities of the Company and each of the following entities: Name Background Ownership Chelsea Worldwide Inc. (“PubCo”) A Delaware company Incorporated on August 12, 2020 100% Owned by Tottenham Creative Worldwide Inc. (“Merger Sub”) A Delaware company Incorporated on August 12, 2020 100% Owned by PubCo |
Fair value on a recurring basis | The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2020 and December 31, 2019, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. September 30, 2020 Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Description (Unaudited) (Level 1) (Level 2) (Level 3) Assets: MSILF Treasury Securities held in Trust Account* $ 25,594,307 $ 25,594,307 $ – $ – December 31, 2019 Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities held in Trust Account* $ 48,298,955 $ 48,298,955 $ – $ – *included in cash and investments held in trust account on the Company’s consolidated balance sheet. |
3. Cash and Investment Held i_2
3. Cash and Investment Held in Trust Account (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Receivables [Abstract] | |
Cash and investment held in trust | The carrying value, including gross unrealized holding gain as other comprehensive income and fair value of marketable debt securities on September 30, 2020 and December 31, 2019 are as follows: Carrying Value as of September 30, 2020 Gross Unrealized Fair Value as of Available-for-sale marketable debt securities: MSILF Treasury Securities $ 25,594,307 $ – $ 25,594,307 Carrying Value as of December 31, 2019 Gross Unrealized Fair Value as of Available-for-sale marketable debt securities: U.S. Treasury Securities $ 48,199,016 $ 179,939 $ 48,298,955 |
7. Shareholders' Equity (Tables
7. Shareholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Accumulated other comprehensive income (loss) | The table below presents the changes in accumulated other comprehensive income (loss) (“AOCI”), including the reclassification out of AOCI. Available-for-sale securities Balance as of January 1, 2020 $ 179,939 Other comprehensive income before reclassifications 169,998 Amounts reclassified from AOCI into interest income (192,983 ) Balance as of March 31, 2020 $ 156,954 Balance as of April 1, 2020 $ 156,954 Other comprehensive income before reclassifications 14,252 Amounts reclassified from AOCI into interest income (171,206 ) Balance as of June 30, 2020 $ – Balance as of July 1, 2020 $ – Other comprehensive income before reclassifications 986 Amounts reclassified from AOCI into interest income (986 ) Balance as of September 30, 2020 $ – Available-for-sale securities Balance as of January 1, 2019 $ 27,179 Other comprehensive income before reclassifications 277,735 Amounts reclassified from AOCI into interest income – Balance as of March 31, 2019 $ 304,914 Balance as of April 1, 2019 $ 304,914 Other comprehensive income before reclassifications 277,071 Amounts reclassified from AOCI into interest income (335,721 ) Balance as of June 30, 2019 $ 246,264 Balance as of July 1, 2019 $ 246,264 Other comprehensive income before reclassifications 253,799 Amounts reclassified from AOCI into interest income (271,148 ) Balance as of September 30, 2019 $ 228,915 |
1. Organization and Business _2
1. Organization and Business Background (Details Narrative) - USD ($) | Sep. 01, 2020 | Jan. 21, 2020 | May 07, 2020 | May 06, 2020 | Jul. 31, 2020 | Jul. 23, 2019 | Aug. 06, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Oct. 25, 2019 | Dec. 31, 2019 |
Deferred underwriting commissions | $ 1,389,077 | $ 1,840,000 | |||||||||
Redemption of redeemed units | $ 23,988,575 | $ 0 | |||||||||
Public Units [Member] | |||||||||||
Units redeemed | 2,254,614 | ||||||||||
Redemption of redeemed units | $ 23,988,575 | ||||||||||
Norwich Investment Limited [Member] | |||||||||||
Proceeds from notes payable | $ 460,000 | $ 316,627 | $ 316,627 | $ 460,000 | $ 460,000 | ||||||
I P O [Member] | |||||||||||
Unit description | Each Unit consists of one ordinary share, one redeemable warrant | ||||||||||
Proceeds from sale of equity | $ 46,000,000 | ||||||||||
Deferred underwriting commissions | $ 1,840,000 | ||||||||||
I P O [Member] | Chardan Capital Markets [Member] | |||||||||||
Units issued | 220,000 | ||||||||||
Price per unit | $ 11.50 | ||||||||||
Proceeds from sale of equity | $ 100 | ||||||||||
I P O [Member] | Public Units [Member] | |||||||||||
Units issued | 4,600,000 | ||||||||||
Price per unit | $ 10 | ||||||||||
Merger Agreement [Member] | PubCo [Member] | |||||||||||
Stock issued | 54,254,055 | ||||||||||
Share price | $ 10 | ||||||||||
Value of shares issued | $ 542,540,558 |
2. Significant Accounting Pol_4
2. Significant Accounting Policies (Details - Activity) | 9 Months Ended |
Sep. 30, 2020 | |
Chelsea Worldwide Inc. | |
Background | A Delaware company Incorporated on August 12, 2020 |
Ownership | 100% Owned by Tottenham |
Creative Worldwide Inc | |
Background | A Delaware company Incorporated on August 12, 2020 |
Ownership | 100% Owned by PubCo |
2. Significant Accounting Pol_5
2. Significant Accounting Policies (Details - Fair value on a recurring basis) - Fair Value Measurements Recurring [Member] - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
US Treasury Securities [Member] | ||
Securities held in Trust Account | $ 48,298,955 | |
US Treasury Securities [Member] | Fair Value Inputs Level 1 [Member] | ||
Securities held in Trust Account | 48,298,955 | |
US Treasury Securities [Member] | Fair Value Inputs Level 2 [Member] | ||
Securities held in Trust Account | 0 | |
US Treasury Securities [Member] | Fair Value Inputs Level 3 [Member] | ||
Securities held in Trust Account | $ 0 | |
Msilf Treasury Securities [Member] | ||
Securities held in Trust Account | $ 25,594,307 | |
Msilf Treasury Securities [Member] | Fair Value Inputs Level 1 [Member] | ||
Securities held in Trust Account | 25,594,307 | |
Msilf Treasury Securities [Member] | Fair Value Inputs Level 2 [Member] | ||
Securities held in Trust Account | 0 | |
Msilf Treasury Securities [Member] | Fair Value Inputs Level 3 [Member] | ||
Securities held in Trust Account | $ 0 |
2. Significant Accounting Pol_6
2. Significant Accounting Policies (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Cash equivalents | $ 0 | $ 0 |
Ordinary shares subject to conversion | 1,496,758 | 3,859,050 |
Stock Rights [Member] | ||
Possible antidilutive shares | 220,000 |
3. Cash and Investment Held i_3
3. Cash and Investment Held in Trust Account (Details) - US Treasury Securities [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Available-for-sale marketable securities carrying value | $ 25,594,307 | $ 48,199,016 |
Available-for-sale marketable securities gross unrealized holding gain | 0 | 179,939 |
Available-for-sale marketable securities fair value | $ 25,594,307 | $ 48,298,955 |
3. Cash and Investment Held i_4
3. Cash and Investment Held in Trust Account (Details Narrative) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Cash and investments held in trust | $ 25,594,307 | $ 48,300,233 |
Msilf Treasury Securities [Member] | ||
Cash and investments held in trust | 25,594,307 | |
Cash [Member] | ||
Cash and investments held in trust | $ 0 | 1,278 |
US Treasury Securities [Member] | ||
Cash and investments held in trust | $ 48,298,955 |
4. Public Offering (Details Nar
4. Public Offering (Details Narrative) - USD ($) | 7 Months Ended | 9 Months Ended |
Aug. 06, 2018 | Sep. 30, 2020 | |
Options [Member] | ||
Options exercised | 0 | |
I P O [Member] | ||
Unit description | Each Unit consists of one ordinary share, one redeemable warrant | |
Proceeds from sale of equity | $ 46,000,000 | |
Payment of underwriting discount | 1,150,000 | |
Deferred discount | $ 1,840,000 | |
I P O [Member] | Chardan Capital Markets [Member] | ||
Units issued | 220,000 | |
Price per unit | $ 11.50 | |
Proceeds from sale of equity | $ 100 | |
I P O [Member] | Public Units [Member] | ||
Units issued | 4,600,000 | |
Price per unit | $ 10 | |
Fair value of unit purchase option | $ 653,400 |
5. Private Placement (Details N
5. Private Placement (Details Narrative) - Private Placement [Member] | 7 Months Ended |
Aug. 06, 2018$ / sharesshares | |
I P O [Member] | |
Units issued | shares | 200,000 |
Price per unit | $ / shares | $ 10 |
Over Allotment Units [Member] | |
Units issued | shares | 15,000 |
Price per unit | $ / shares | $ 10 |
6. Related Party Transactions (
6. Related Party Transactions (Details Narrative) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Promissory note payable to related party | $ 2,013,255 | $ 920,000 |
Norwich Investment Limited [Member] | ||
Promissory note payable to related party | 2,013,255 | 920,000 |
Initial Shareholder [Member] | ||
Due to related party | $ 1,203,373 | $ 389,645 |
7. Shareholders' Equity (Detail
7. Shareholders' Equity (Details) - USD ($) | 3 Months Ended | |||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | |
Equity [Abstract] | ||||||
Accumulated other comprehensive income, beginning balance | $ 0 | $ 156,954 | $ 179,939 | $ 246,264 | $ 304,914 | $ 27,179 |
Other comprehensive income before reclassifications | 986 | 14,252 | 169,998 | 253,799 | 277,071 | 277,735 |
Amounts reclassified from AOCI into interest income | (986) | (171,206) | (192,983) | (271,148) | (335,721) | 0 |
Accumulated other comprehensive income, ending balance | $ 0 | $ 0 | $ 156,954 | $ 228,915 | $ 246,264 | $ 304,914 |
7. Shareholders' Equity (Deta_2
7. Shareholders' Equity (Details Narrative) - USD ($) | 2 Months Ended | 4 Months Ended | 7 Months Ended | 9 Months Ended | ||
Feb. 28, 2018 | May 07, 2020 | Aug. 06, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Common stock, issued | 2,213,628 | 2,105,950 | ||||
Ordinary shares subject to conversion | 1,496,758 | 3,859,050 | ||||
Redemption of redeemed units | $ 23,988,575 | $ 0 | ||||
Public Units [Member] | ||||||
Units redeemed | 2,254,614 | |||||
Redemption of redeemed units | $ 23,988,575 | |||||
Private Placement [Member] | Sponsor [Member] | ||||||
Stock issued new, shares | 215,000 | |||||
Units issued | 215,000 | |||||
Sale price per share | $ 10 | |||||
Public Offering [Member] | ||||||
Stock issued new, shares | 4,600,000 | |||||
Sale price per share | $ 10 | |||||
Norwich Investment Limited [Member] | ||||||
Stock subscribed, shares | 1,150,000 | |||||
Proceeds from sale of shares | $ 25,000 | |||||
Sale price per share | $ 0.022 |
8. Commitments and Contingenc_2
8. Commitments and Contingencies (Details Narrative) - USD ($) | 4 Months Ended | ||
May 07, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Deferred discount percentage | 4.00% | ||
Deferred underwriting compensation | $ 1,389,077 | $ 1,840,000 | |
Public Units [Member] | |||
Units redeemed | 2,254,614 |