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

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

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

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

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

2.      approval of the amendment to the charter documents of PubCo, which we refer to as the “Charter Proposals” or “Proposals No. 2 through No. 13;”

3.      approval of the Acquisition Merger, which we refer to as the “Acquisition Merger Proposal” or “Proposal No. 14;”

4.      approval of PubCo’s Incentive Plan, which we refer to as the “Incentive Plan Proposal” or “Proposal No. 15.” A copy of the Incentive Plan is attached to the accompanying proxy statement as Annex C;

5.       approval of PubCo’s 2020 Employee Stock Purchase Plan, which we refer to as the “ESPP Plan Proposal” or “Proposal No. 16.” A copy of the ESPP Plan is attached to the accompanying proxy statement as Annex D;

6.      approval to adjourn the Extraordinary General Meeting under certain circumstances, which is more fully described in the accompanying proxy statement/consent solicitation/prospectus, which we refer to as the “Adjournment Proposal” or “Proposal No. 17” and, together with the Reincorporation Merger Proposal, the Acquisition Merger Proposal, the Incentive Plan Proposal, and the ESPP Plan Proposal, the “Proposals.”

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

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

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

payment resulting from the procedure in Section 179 of the BVI BC Act and such Dissenting Shareholder shall not be entitled to receive any shares of the PubCo Common Stock to be issued in connection with the Reincorporation Merger;

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

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

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

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

Investing in PubCo securities involves a high degree of risk. See “Risk Factors” beginning on page 18 for a discussion of information that should be considered in connection with an investment in PubCo securities.

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

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

Tottenham is providing this proxy statement/consent solicitation statement/prospectus and accompanying proxy card to its shareholders in connection with the solicitation of proxies to be voted at the Extraordinary General Meeting and at any adjournments or postponements of the Extraordinary General Meeting. Norwich Investment Limited (“Sponsor”) and other initial shareholders, which own approximately [39.49]% of TOTA Ordinary Shares as of the record date, has agreed to vote their TOTA Ordinary Shares in favor of the Reincorporation Merger Proposal and the Acquisition Merger Proposal, which transactions comprise the Business Combination, and intend to vote for the Incentive Plan Proposal and the Adjournment Proposal, although there is no agreement in place with respect to voting on those proposals.

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

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

We encourage you to read this proxy statement/consent solicitation statement/prospectus carefully. In particular, you should review the matters discussed under the caption “Risk Factors” beginning on page 18.

Tottenham board of directors has unanimously approved the Merger Agreement and the Plans of Merger, and unanimously recommends that Tottenham shareholders vote “FOR” approval of each of the Proposals. When you consider Tottenham board of director’s recommendation of these Proposals, you should keep in mind that Tottenham’s directors and officers have interests in the Business Combination that may conflict or differ from your interests as a shareholder. See “Proposal No. 14 The Acquisition Merger Proposal — Interests of Certain Persons in the Business Combination.”

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

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

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

NOTICE OF SOLICITATION OF WRITTEN CONSENT

To Stockholders of Clene Nanomedicine, Inc.:

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

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

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

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

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

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

HOW TO OBTAIN ADDITIONAL INFORMATION

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

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

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

USE OF CERTAIN TERMS

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

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

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

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

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

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

•        “LifeSci” refers to LifeSci Capital LLC.

•        “Loeb” refers to Loeb & Loeb LLP.

•        “LOI” refers to a letter of intent.

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

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

•        “Sponsor” refers to Norwich Investment Limited.

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

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

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

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

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

TO THE SHAREHOLDERS OF TOTTENHAM ACQUISITION I LIMITED:

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

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

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

II.     To approve the amendments to the charter documents of PubCo, which we refer to as the Charter Proposals or Proposals No. 2 through No. 13. Holders of TOTA Ordinary Shares as of record date are entitled to vote on this proposal.

III.    To approve the authorization for PubCo’s board of directors to complete the merger of Merger Sub into Clene, resulting Clene becoming a wholly owned subsidiary of PubCo. We refer to the merger as the Acquisition Merger. This proposal is referred to as the Acquisition Merger Proposal or Proposal No. 14. Holders of TOTA Ordinary Shares as of record date are entitled to vote on this proposal.

IV.     To approve the Incentive Plan, which we refer to as the Incentive Plan Proposal or Proposal No. 15. Holders of TOTA Ordinary Shares as of record date are entitled to vote on this proposal.

V.      To approve the ESPP Plan, which we refer to as the ESPP Plan Proposal or Proposal No. 16. Holders of TOTA Ordinary Shares as of record date are entitled to vote on this proposal.

VI.    To approve the adjournment of the Extraordinary General Meeting in the event Tottenham does not receive the requisite shareholder vote to approve any of the above Proposals. This proposal is called the Adjournment Proposal or Proposal No. 17.

All of the proposals set forth above are sometimes collectively referred to herein as the “Proposals.” The Reincorporation Merger Proposal and the Acquisition Merger Proposal are dependent upon each other. It is important for you to note that in the event that either of the Reincorporation Merger Proposal or the Acquisition Merger Proposal is not approved, then Tottenham will not consummate the Business Combination. In the absence of shareholder approval for a further extension, if Tottenham does not consummate the Business Combination and fails to complete an initial business combination by December 6, 2020 or by the latest March 6, 2021, if the time to complete a business combination is further extended, Tottenham will be required to dissolve and liquidate.

As of [•], 2020, there were [3,456,423] TOTA Ordinary Shares issued and outstanding and entitled to vote. Only Tottenham shareholders who hold shares of record as of the close of business on [•], 2020 are entitled to vote at the Extraordinary General Meeting or any adjournment of the Extraordinary General Meeting. This proxy statement/consent solicitation statement/prospectus is first being mailed to Tottenham shareholders on or about [•], 2020. Approval of the Reincorporation Proposal and the Acquisition Proposal will require the affirmative vote of 65% of the issued and outstanding TOTA Ordinary Shares present and entitled to vote at the Extraordinary General Meeting or any adjournment thereof. Approval of the Incentive Plan Proposal and the Adjournment Proposal will require the affirmative vote of 50% of the issued and outstanding TOTA Ordinary Shares present and entitled to vote

at the Extraordinary General Meeting or any adjournment thereof. Assuming that a quorum is present, attending the Extraordinary General Meeting either in person or by proxy and abstaining from voting will have the same effect as voting against the Proposals and failing to instruct your bank, brokerage firm or nominee to attend and vote your shares will have no effect on any of the Proposals.

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

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

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

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

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

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

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

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

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

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

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

Questions and Answers About the Merger

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

A:    Tottenham is a blank check company formed specifically as a vehicle to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar business combination with one or more businesses. In the course of Tottenham’s search for a Business Combination partner, Tottenham investigated the potential acquisition of many entities in various industries, including Clene, and concluded that Clene was the best candidate for a Business Combination with Tottenham. For more details on Tottenham’s search for a Business Combination partner and the board’s reasons for selecting Clene as Tottenham’s Business Combination partner, see “Proposal No. 14 The Acquisition Merger Proposal — Background of the Business Combination” and “Proposal No. 14 The Acquisition Merger Proposal — Tottenham’s Board of Director’s Reasons for Approving the Business Combination” included in this proxy statement/prospectus.

Q:     What is the purpose of this document?

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

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

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

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

A:     Yes, the Reincorporation Merger Proposal and the Acquisition Merger Proposal are dependent upon each other. It is important for you to note that in the event that either of the Reincorporation Merger Proposal or the Acquisition Merger Proposal is not approved, Tottenham will not consummate the Business Combination. In the absence of shareholder approval for a further extension, if Tottenham does not consummate the Business Combination and fails to complete an initial business combination by December 6, 2020 or by the latest March 6, 2021, if the time to complete a business combination is further extended, Tottenham will be required to dissolve and liquidate. Adoption of the Adjournment Proposal is not conditioned upon the adoption of any of the other Proposals.

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

Q:     When is the Business Combination expected to occur?

A:     Assuming the requisite shareholder approvals are received, Tottenham expects that the Business Combination will occur as soon as practicable following the Extraordinary General Meeting and no later than [*], 2020, but only after PubCo holds a statutory meeting of shareholders, which is expected to be held 10 days after the date of this proxy statement/consent solicitation statement/prospectus.

Q:     Who will manage PubCo?

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

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

A:     If the Business Combination is not consummated, Tottenham may seek another suitable business combination. In the absence of shareholder approval for a further extension, if Tottenham does not consummate a business combination by December 6, 2020 or by the latest March 6, 2021, if the time to complete a business combination is further extended, then pursuant to Article 28 of its third amended and restated memorandum and articles of association, Tottenham’s officers must take all actions necessary in accordance with the BVI BC Act to dissolve and liquidate Tottenham as soon as reasonably practicable. Following dissolution, Tottenham will no longer exist as a company. In any liquidation, the funds held in the trust account, plus any interest earned thereon (net of taxes payable), together with any remaining out-of-trust net assets will be distributed pro-rata to holders of TOTA Ordinary Shares who acquired such shares in Tottenham’s IPO or in the aftermarket. The estimated consideration that each TOTA Ordinary Share would be paid at liquidation would be approximately $[•] per share for shareholders based on amounts on deposit in the trust account as of [•], 2020. The closing price of TOTA Ordinary Shares on Nasdaq as of [•], 2020 was $[•]. The Sponsor and other initial shareholders waived the right to any liquidation distribution with respect to any TOTA Ordinary Shares held by them.

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

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

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

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

A:    Tottenham’s directors and officers may have interests in the Business Combination that are different from your interests as a shareholder. In February 2018, Tottenham issued an aggregate of 1,150,000 ordinary shares to our initial shareholders including the Sponsor, which we refer to herein as “insider shares,” for an aggregate purchase price of $25,000. Simultaneously with the closing of the IPO, Tottenham consummated a private placement of 215,000 units (the “Private Units”) at a price of $10.00 per Private Unit. Immediately prior to the closing of the Business Combination, an aggregate 750,000 shares owned by our initial shareholders will be cancelled and forfeited for no additional consideration. In exchange, our initial shareholders will be entitled to receive up to 750,000 shares of PubCo Common Stock upon PubCo’s satisfaction of Milestone 1 and Milestone 2 after the closing. Furthermore, the Sponsor will be repaid at closing for the loans extended to Tottenham since its IPO, among which $2,485,000 will be paid in the form of PubCo Common Stock at a per share price of $10.00. In the absence

of shareholder approval for a further extension, if Tottenham does not consummate the Business Combination by December 6, 2020 or by the latest March 6, 2021, if the time to complete a business combination is further extended, Tottenham will be required to dissolve and liquidate and the securities held by our initial shareholders, including the Sponsor, will be worthless because the initial shareholders have agreed to waive their rights to any liquidation distributions.

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

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

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

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

•        The Reincorporation Merger Proposal to approve the Reincorporation Merger;

•        The Acquisition Merger Proposal to approve the Acquisition Merger;

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

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

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

Approval of the Reincorporation Proposal and the Acquisition Proposal will require the affirmative vote of 65% of the issued and outstanding TOTA Ordinary Shares present and entitled to vote at the Extraordinary General Meeting or any adjournment thereof. Approval of the Incentive Plan Proposal and the Adjournment Proposal will require the affirmative vote of 50% of the issued and outstanding TOTA Ordinary Shares present and entitled to vote at the Extraordinary General Meeting or any adjournment thereof. As of the record date, [1,365,000] shares held by the initial shareholders, or approximately [39.49]% of the outstanding TOTA Ordinary Shares, would be voted in favor of each of the Proposals.

Q:     When and where is the Extraordinary General Meeting?

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

Q:     Who may vote at the Extraordinary General Meeting?

A:     Only holders of record of TOTA Ordinary Shares as of the close of business on [•], 2020 (the record date) may vote at the Extraordinary General Meeting. As of [•], 2020, there were [3,456,423] TOTA Ordinary Shares outstanding and entitled to vote. Please see “The Extraordinary General Meeting — Record Date; Who is Entitled to Vote” for further information.

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

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

adjourned to the next business day at the same time and place or to such other time and place as the directors may determine.

Q:     What vote is required to approve the Proposals?

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

Q:     How will the initial shareholders vote?

A:     Tottenham’s initial shareholders, who as of the record date, owned [1,365,000] TOTA Ordinary Shares, or approximately [39.49]% of the issued and outstanding TOTA Ordinary Shares, have agreed to vote their respective shares acquired by them prior to the IPO in favor of the Reincorporation Merger Proposal, Acquisition Merger Proposal and other related proposals. The initial shareholders have also agreed that they will vote any shares they purchase in the open market in or after the IPO in favor of each of the Proposals.

Q:     What do I need to do now?

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

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

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

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

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

Q:     How do TOTA shareholders exercise their redemption rights?

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

electronically using the DWAC (Deposit/Withdrawal At Custodian) system) at least two business days prior to the vote at the Extraordinary General Meeting.

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

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

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

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

Q:     How can I vote?

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

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

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

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

A:     Tottenham will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for the purposes of determining whether a quorum is present at the Extraordinary General Meeting of

Tottenham shareholders. For purposes of approval, an abstention on any Proposals will have the same effect as a vote “AGAINST” such Proposal.

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

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

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

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

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

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

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

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

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

A:     Prior to the Business Combination, the Tottenham shareholders who hold shares issued in the IPO own, after redemption in April and November, 2020, approximately [60.51]% of Tottenham’s issued and outstanding ordinary shares. After giving effect to the Business Combination and to (i) the issuance of the 54,254,055 shares of PubCo Common Stock in the Acquisition Merger; (ii) the issuance of up to [3,937,923] shares of PubCo

Common Stock to the Tottenham shareholders in connection with the Reincorporation Merger (assuming there are no Tottenham shareholders who exercise their redemption rights and an aggregate of 481,500 shares are issued upon conversion of the TOTA Rights, including private rights); (iii) assuming no exercise of the PubCo Warrants; (iv) the issuance of [333,100] shares of PubCo Common Stock upon conversion of the Notes issued to the Sponsor; (v) the cancellation and forfeiture of 750,000 insider shares pursuant to the Merger Agreement; (vi) an aggregate of 1,500,000 shares are issued at the closing of the Business Combination through private placements (“PIPE Shares”), and (vii) the issuance of [577,622] shares of PubCo Common Stock to LifeSci as financial advisor to the Business Combination, Tottenham’s current public shareholders will own approximately [4.26]% of PubCo.

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

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

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

A:     Yes. The obligations of each of Tottenham, Clene, Merger Sub and PubCo to consummate the Business Combination are subject to conditions, as more fully described in “Proposal No. 14 The Acquisition Merger Proposal — General Description of the Acquisition Merger” in this proxy statement/consent solicitation statement/prospectus.

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

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

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

Q:     Should I send in my share certificates now?

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

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

A:     In the event that a U.S. Holder elects to redeem its TOTA Ordinary Shares for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale or exchange of the TOTA Ordinary Shares under Section 302 of the Internal Revenue Code (the “Code”) or is treated as a distribution under Section 301 of the Code. Whether the redemption qualifies as a sale or exchange or is treated as a distribution will depend on the facts and circumstances of each particular U.S. Holder at the time such U.S.

Holder exercises his, her, or its redemption right. If the redemption qualifies as a sale or exchange of the TOTA Ordinary Shares, the U.S. Holder will be treated as recognizing gain or loss equal to the difference between the amount realized on the redemption and such U.S. Holder’s adjusted tax basis in the TOTA Ordinary Shares surrendered in such redemption transaction. Any such gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the TOTA Ordinary Shares redeemed exceeds one year. Subject to the passive foreign investment company (“PFIC”) rules of the Code, long-term capital gains recognized by non-corporate U.S. Holders will be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations. See “Material U.S. Federal Income Tax Consequences — U.S. Holders — Certain U.S. Federal Income Tax Consequences to U.S. Holders of Tottenham Securities of Exercising Redemption Rights” and “Material U.S. Federal Income Tax Consequences — U.S. Holders — U.S. Federal Income Tax Consequences of the Business Combination to U.S. Holders of Tottenham Securities — Passive Foreign Investment Company Status” for a more detailed discussion of the U.S. federal income tax consequences of a U.S. Holder electing to redeem its TOTA Ordinary Shares for cash, including with respect to TOTA’s potential PFIC status and certain tax implications thereof.

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

A:     As discussed more fully under “Material U.S. Federal Income Tax Consequences of the Business Combination,” the Reincorporation Merger should qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code. Nonetheless, a U.S. Holder of Tottenham securities is likely to be subject to U.S. federal income tax on the PubCo securities received in the Reincorporation Merger under Section 367(b) of the Code and/or the PFIC rules of the Code.

         However, the provisions of the Code that govern reorganizations are complex, and due to the absence of direct guidance on the application of Section 368(a)(1)(F) to a merger of a corporation holding only investment-type assets such as Tottenham, the qualification of the Reincorporation Merger as an “reorganization” within the meaning of Section 368(a)(1)(F) of the Code is not entirely clear.

         For a more complete discussion of the U.S. federal income tax consequences of the Business Combination to U.S. Holders of Tottenham securities, see the discussion in the section titled “Material U.S. Federal Income Tax Consequences of the Business Combination — U.S. Holders — U.S. Federal Income Tax Consequences of the Business Combination to U.S. Holders of Tottenham Securities.”

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

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

Q:     Who can help answer my questions?

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

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

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

Questions and Answers About the Clene Consent Solicitation

Q.     What is consent being sought for?

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

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

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

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

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

Q.     What will Clene stockholders receive in the merger?

A:     If the Merger Agreement is approved and the merger is completed, at the effective time, shares of Clene common stock and preferred stock issued and outstanding immediately prior to the effective time of the merger (other than shares owned by Clene as treasury stock or dissenting shares) collectively will convert into the right to receive newly issued shares of PubCo Common Stock (the “Closing Payment Shares”) equal to (a) an aggregate equity value of $542,540,558.06 (plus the net proceeds (if any) from any new equity investment received by Clene between the date of the Merger Agreement and the closing date of the business combination), divided by (b) a per share value equal to the lesser of (i) $10.00 per share or (ii) Tottenham’s cash-in-trust value per share on the trading date prior to the closing of the business combination. However, no fractional shares of PubCo Common Stock will be paid. Under the Merger Agreement, 5% of the Closing Payment Shares to be issued will be held in escrow for a period of 6 months after the closing to satisfy indemnification obligations, if any. In addition to the Closing Payment Shares, Clene shareholders as of immediately prior to the closing are also entitled to receive up to 8,333,333 earn-out shares (the “Earnout Shares”), subject to PubCo achieving certain share price thresholds prior to certain future dates or meeting certain Covid-19 clinical trial targets, in each case as described in the Merger Agreement.

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

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

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

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

Q.     How can I return my written consent?

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

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

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

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

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

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

A:     If you are a Clene stockholder who does not approve the merger by delivering a written consent adopting the merger agreement, you will, by complying with Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”), be entitled to appraisal rights. Section 262 of the DGCL is attached to this proxy statement/consent solicitation statement/prospectus as Annex E. Failure to follow the procedures specified under Section 262 of the DGCL may result in the loss or waiver of appraisal rights under Delaware law. Delaware law requires that, among other things, you send a written demand for appraisal to Clene after receiving a notice that appraisal rights are available to you, which notice will be sent to non-consenting Clene stockholders in the future. This proxy statement/consent solicitation statement/prospectus is not intended to constitute such a notice. Do not send in your demand before the date of such notice because any demand for appraisal made prior to your receipt of such notice may not be effective to perfect your rights. See “Clene’s Solicitation of Written Consent — Appraisal Rights” beginning on page 96 of this proxy statement/consent solicitation statement/prospectus.

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

A:     As discussed more fully under “Material U.S. Federal Income Tax Consequences of the Business Combination,” it is intended that the Acquisition Merger qualify as a “reorganization” within the meaning of Section 368(a). Clene’s obligation to effect the Acquisition Merger is conditioned on its receipt of an opinion from its tax counsel, Kirkland & Ellis LLP, to that effect. The opinion will be based on certain assumptions and representations as to factual matters from Clene, Tottenham, PubCo and Merger Sub, as well as certain covenants by those parties. In addition, the opinion is based on current law and cannot be relied upon if current law changes with retroactive effect. The opinion of counsel is not binding upon the Internal Revenue Service (the “IRS”) or the courts, and there can be no assurance that the IRS or a court will not take a contrary position. Clene and Tottenham do not

intend to request a ruling from the IRS regarding any aspects of the U.S. federal income tax consequences of the Acquisition Merger. Subject to the qualifications and limitations set forth in “Material U.S. Federal Income Tax Consequences of the Business Combination — U.S. Holders — U.S. Federal Income Tax Consequences of the Acquisition Merger to U.S. Holders of Clene Securities,” if the Acquisition Merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, U.S. Holders of Clene common stock or Clene Warrants will generally not recognize any gain or loss as a result of the Acquisition Merger. For more information on the material U.S. federal income tax consequences of the Acquisition Merger to U.S. Holders of Clene common stock or Clene warrants, see “Material U.S. Federal Income Tax Consequences of the Business Combination — U.S. Holders — U.S. Federal Income Tax Consequences of the Acquisition Merger to U.S. Holders of Clene Securities” in this proxy statement/consent solicitation statement/prospectus. Holders should consult their own tax advisors to determine the tax consequences to them (including the application and effect of any state, local or other income and other tax laws) of the Business Combination.

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

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

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

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

DELIVERY OF DOCUMENTS TO Tottenham’s shareholders

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

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