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United States securities and exchange commission logo
November 4, 2020
Jason Ma
President
Chelsea Worldwide Inc.
11 Marshall Road, Suite 1L
Wappingers Falls, New York 12590
Re: Chelsea Worldwide
Inc.
Amendment No. 3 to
Registration Statement on Form S-4
Filed October 20,
2020
File No. 333-248703
Dear Mr. Ma:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
October 9, 2020 letter.
Amended Registration Statement on Form S-4, Filed October 20, 2020
Summary of the Proxy Statement/Consent Solicitation
Statement/Prospectus, page 1
1. We note your response
to our prior comment number 4. Please revise page 2 to briefly
describe the Clene
common and preferred stock exchange mechanics and state that the
basis for the 0.1320
conversion ratio cited is an estimate based on the date of the
execution of the Merger
Agreement, as you state on page 184. Additionally, please
revise page 184 to
clarify whether you are referring to the shares to be held in escrow to
satisfy any indemnity
obligation or the earn-out shares in the following reference on page
184: "the 5% to be held
in escrow and subject to earn-out."
Jason Ma
FirstName LastNameJason
Chelsea Worldwide Inc. Ma
Comapany 4,
November NameChelsea
2020 Worldwide Inc.
November
Page 2 4, 2020 Page 2
FirstName LastName
Proposal No. 1 The Reincorporation Merger Proposal, page 61
2. We note your response to our prior comment number 11. Please revise to
identify the
certain claims referenced on page 66. We note that your proposed
charter on page B-8
appears to state that all federal securities law claims must be
brought in federal court.
3. We note your response to our prior comment number 12; however, it is
unclear why you
have not addressed the portion of our comment relating to Rule
14a-4(a)(3) of Regulation
14A. Accordingly, we reissue this portion of the comment. Revise, and
update your
proxy card, to identify clearly and impartially each separate matter
intended to be acted
upon.
4. We note your response to our prior comment number 15. The Q&A on the
Merger
Agreement closing conditions on page xii cross references the
Summary of the Proxy
Statement/Consent Solicitation Statement/Prospectus The Business
Combination and
the Merger Agreement" but the Summary does not discuss closing
conditions. Therefore,
please revise this Q&A on page xii to include a brief description of
these closing
conditions or, alternatively, revise the cross reference to instead
refer to the discussion of
the closing conditions on pages 69-70.
5. We note your response to our prior comment number 17. Please include
discussion of the
quantitative basis for determining Clene s fair market value was at
least 80% of
Tottenham s net assets as quantitative factors are necessary to
understand fair market
value. In this regard, we note the following disclosure contained in
Tottenham's IPO
prospectus: "The fair market value of the target will be determined by
our board of
directors based upon one or more standards generally accepted by the
financial
community (such as actual and potential sales, earnings, cash flow
and/or book value)."
Material U.S. Federal Income Tax Consequences of the Business Combination, page
94
6. We note your revisions in response to prior comment 18. In light of
the fact that
Proposals 1 and 2 are conditioned upon each other, please revise the
disclosure on page 96
and elsewhere, as applicable, to discuss and clarify the material tax
consequences of the
"Business Combination" to U.S. Holders of Tottenham Securities, or
advise. With
reference to Staff Legal Bulletin No. 19, please also note that it is
inappropriate to assume
any legal conclusion underlying counsel's opinion and consider the
guidance concerning
opinions subject to uncertainty. In this regard, and without
limitation, revise the two tax
Q&As on pages xii and xiii to clarify the tax consequences and any
uncertainties
concerning redemption and the Business Combination. Similarly, revise
the header to the
risk factor heading on page 53 concerning what the tax consequences
"may be". Also
revise page 94 to clarify that this section of the prospectus/proxy
constitutes the opinion of
Loeb & Loeb LLP and remove the reference to the disclosure as a
"general discussion".
Jason Ma
FirstName LastNameJason
Chelsea Worldwide Inc. Ma
Comapany 4,
November NameChelsea
2020 Worldwide Inc.
November
Page 3 4, 2020 Page 3
FirstName LastName
Business of Clene, page 107
7. We refer to prior comment 20 and note your response concerning
presentation of the
expanded access program for ALS as a Phase 2 program. With reference
to your
discussion on page 139 concerning Phase 2 trials, we note that a Phase
2 trial typically
includes an assessment of efficacy. Given that your disclosure
concerning the expanded
access program for ALS lacks any mention of efficacy, it does not
appear appropriate
to depict this program as a Phase 2 study in the pipeline table.
Please revise your
presentation accordingly.
8. We note your response to our prior comment number 22. Please revise
pages 115-116 to
provide a brief explanation of the disclosed p-values and how p-values
are used to
measure statistical significance.
9. We note your revised disclosure in response to prior comment number
23. Please revise
your disclosure concerning the peer-reviewed publication by Robinson
to disclose, if true,
that Clene Nanomedicine, Inc. funded it and that Clene employees were
involved in both
the study and publication. In addition, provide additional information
regarding the
number and type of subjects and p-values for the reported results,
including support for
the statement that CNM-Au8 demonstrated a statistically significant
recovery of
remyelinated axons in therapeutically treated animals.
10. We note your response to prior comment number 24. Please revise your
disclosure on
page 122 to include all material information concerning the MSOAC
data/Goldman study
so that investors can understand and assess the "anticipated decline"
and understand how
this data may help to suggest a clinical effect for CNM -Au8. For
example, in connection
with your statement about the expected long-term decline in LCLA,
SDMT, 9HPT and
T25FW, disclose the duration that patients were studied for the
Goldman study.
Security Ownership of Certain Beneficial Owners and Management Prior to the
Business
Combination, page 208
11. We note your response to our prior comment number 42. Please revise
page 209 to
provide the beneficial ownership disclosure of Clene in accordance
with the requirements
of Item 403 of Regulation S-K. For instance, list the beneficial
ownership of individual
directors and nominees, named executive officers and directors and
executive officers as a
group as well as the beneficial owners of more than five percent of
any class of Clene s
voting securities.
Security Ownership of the Combined Company after the Business Combination, page
210
12. We note your response to our prior comment number 44. Please revise
Annex A or the
exhibit index to include a list briefly identifying the contents of
all omitted schedules for
your Merger Agreement, specifically the disclosure schedules. Please
also describe the
schedules or similar attachments omitted from Exhibit 10.14 in the
Exhibit Index.
Jason Ma
Chelsea Worldwide Inc.
November 4, 2020
Page 4
13. With reference to page 201 and Rule 438, please provide signatures or
consents for all
applicable directors.
14. We note the removal of Polar Asset Management Partners Inc. from
Tottenham s
beneficial ownership table. We also note that this table is as of June
30, 2020. If this
removal is to reflect events subsequent to June 30, 2020, then please
update the table to
reflect a more recent date or advise.
General
15. We note your response to our prior comment number 45. Please revise your
proxy card to
indicate that the approval of certain proposals is conditioned upon the
approval of other
proposals. Refer to Rule 14a-4(a)(3) of Regulation 14A.
16. Given the transactions, please tell us why Tottenham should not be
identified as a co-
registrant and subject to the signature requirements of Form S-4.
You may contact Tracey McKoy at 202-551-3772 or Terence O'Brien at
202-551-3355 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Margaret Schwartz at 202-551-7153 or Joe McCann at 202-551-6262 with
any other
questions.
Sincerely,
FirstName LastNameJason Ma
Division of
Corporation Finance
Comapany NameChelsea Worldwide Inc.
Office of Life
Sciences
November 4, 2020 Page 4
cc: Giovanni Caruso
FirstName LastName