Item 1.01 Entry into a Material Definitive Agreement.






Escrow Agreement

At the closing of the Business Combination, PubCo, the Stockholders' Representative of Clene and Continental Stock Transfer & Trust Company entered into an Escrow Agreement pursuant to which PubCo will deposit 2,716,950 shares of Common Stock to secure the indemnification obligations as contemplated by the Merger Agreement.

The foregoing description of the Escrow Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Escrow Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.





Lock-Up Agreements

In connection with the transactions, PubCo entered into Lock-Up Agreements with certain of Clene's stockholders beneficially owning more than 2.5% of Clene's common stock prior to the closing (an aggregate of 36,854,068 shares of Common Stock after closing). The Lock-Up Agreements provide that these Clene stockholders will not, for at least six months from the closing of the Business Combination and subject to certain exceptions, offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the ordinary shares issued in connection with the Acquisition Merger, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such shares, whether any of these transactions are to be settled by delivery of any such shares, in cash, or otherwise. Such lock-up provisions will not apply to the transfer by gift or court order, or transfers to permitted transferees such as immediate family members or affiliates, provided that any such transferee will also be subject to the Lock-Up Agreement.

The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Lock-Up Agreement, which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.





Registration Rights Agreement

In connection with the Business Combination, PubCo and certain of Clene's . . .

Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosure set forth in the "Introductory Note" above is incorporated into this Item 2.01 by reference. On December 30, 2020, the Business Combination was approved by the shareholders of Tottenham at an extraordinary general meeting (the "EGM"). On December 29, 2020, certain of the stockholders of Clene holding, in the aggregate, a majority of the then issued and outstanding shares of common stock of Clene, as well as other required subsets of the Clene shares, executed and delivered to Clene a stockholders' written consent approving the Business Combination and the other transactions contemplated by the Merger Agreement. The Business Combination was completed on December 30, 2020.

The material terms and conditions of the Merger Agreement are described in the Registration Statement in the sections titled "Proposal No. 1 - The Reincorporation Merger Proposal" and "Proposal No. 14 - The Acquisition Merger Proposal" which are incorporated herein by reference.

Consideration to Tottenham's Shareholders and Warrant Holders in the Business Combination

The current equity holdings of Tottenham's shareholders were exchanged as follows:

(i) Each ordinary share of Tottenham was cancelled and in exchange PubCo issued


     to each holder of ordinary shares of Tottenham (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 Common Stock;

(ii) Each holder of ordinary shares of Tottenham who validly exercised their


      right to dissent from the Reincorporation Merger in accordance with Section
      179 of the BVI Business Companies Act, 2004, as amended (a "Dissenting
      Shareholder"), and who has not effectively withdrawn its right to such
      dissent (collectively, the "Dissenting Shares") was cancelled in exchange
      for the right to receive payment resulting from the procedure in accordance
      with Section 179 of the BVI BC Act;

(iii) Each Tottenham Warrant to purchase one-half of one ordinary share of . . .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an


          Off-Balance Sheet Arrangement of the Registrant.

The information contained in Part II, Item 20 Indemnification of Directors and Officers of the Registration Statement is incorporated by reference herein.





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Item 3.02 Recent Sales of Unregistered Securities

On December 28, 2020, PubCo entered into the Private Placements, which closed on shortly before the closing of the Business Combination. 2,239,500 shares of PubCo Common Stock were offered in the Private Placement, resulting in net proceeds of $22.2 million. Pursuant to the subscription agreements, investors in the Private Placement also received a warrant to purchase one-half of one share of Common Stock, totaling 1,119,750 shares of Common Stock, at an exercise price of $0.01 per share for each of the shares of Common Stock purchased in the Private Placement, subject to a 180-day holding period. The purpose of this Private Placement was to fund the Business Combination and related transactions and for general corporate purposes.

Item 3.03 Material Modification to Rights of Security Holders.

On December 30, 2020, in connection with the consummation of the Business Combination, the Company's Memorandum of Association and Articles of Association were amended and restated. The material terms of the Company's Amended and Restated Memorandum of Association and Articles of Association and the general effect upon the rights of stockholders are included in the Registration Statement under the section entitled "Proposals No. 2 through No. 13 the Charter Proposals" beginning of page 64 of the Registration Statement and is incorporated herein by reference.

A copy of the Amended and Restated Memorandum of Association and Articles of Association of the Company is attached as Exhibit 3.1 to this Current Report on Form 8-K.

Item 4.01 Changes in the Registrant's Certifying Accountant.

(a) Dismissal of independent registered public accounting firm.

On December 30, 2020, the audit committee of our board of directors dismissed Friedman LLP ("Friedman"), Tottenham's independent registered public accounting firm prior to the Business Combination, effective following the completion of the Company's review of the quarter ended September 30, 2020, which consists only of the accounts of Tottenham, the pre-Business Combination special purpose acquisition company.

The report of Friedman on Tottenham's financial statements as of December 31, 2019 and 2018, and for the years ended December 31, 2019 and 2018, did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainties, audit scope or accounting principles.

During the years ended December 31, 2019 and 2018, and the subsequent interim period through December 30, 2020, there were no disagreements with Friedman on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Friedman, would have caused it to make a reference to the subject matter of the disagreement in connection with its report covering such period. In addition, no "reportable events," as defined in Item 304(a)(1)(v) of Regulation S-K, occurred within the period of Friedman's engagement and the subsequent interim period through December 30, 2020.

The Company provided Friedman with a copy of the foregoing disclosures prior to the filing of this Current Report on Form 8-K and requested that Friedman furnish a letter addressed to the SEC, which is attached hereto as Exhibit 16.1, stating whether it agrees with such disclosures, and, if not, stating the respects in which is does not agree.

(b) Disclosures regarding the new independent auditor.

On December 30, 2020, the audit committee of our board of directors appointed PricewaterhouseCoopers LLP ("PwC) as the Company's registered public accounting firm. PwC audited the consolidated balance sheets of Clene as of December 31, 2019, 2018 and 2017, and the related consolidated statements of income, comprehensive income, equity and cash flows for the years ended December 31, 2019, 2018 and 2017.





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The information set forth in the Registration Statement in the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations of Clene-Change in Certifying Accountant" on page 175 is incorporated herein by reference.

Item 5.01 Changes in Control of the Registrant.

The disclosure set forth under "Introductory Note" and "Item 2.01. Completion of Acquisition or Disposition of Assets" above is incorporated in this Item 5.01 by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

Information with respect to the Company's directors and executive officers immediately after and in connection with the consummation of the Business Combination is set forth in the Registration Statement in the section entitled "Pubco's Directors and Executive Officers after The Business Combination" beginning on page 211 and is incorporated herein by reference.

The information set forth under "Item 1.01. Entry into a Material Definitive Agreement-2020 Stock Plan" of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


          Year.

The disclosure set forth in Item 3.03 of this Current Report on Form 8-K is incorporated in this Item 5.03 by reference.

Item 5.06 Change in Shell Company Status.

As a result of the Business Combination, Tottenham and the Company ceased to be a shell company upon the closing of the Business Combination. The material terms of the Business Combination are described in the Registration Statement in the section entitled "Proposal No. 1-The Reincorporation Merger Proposal" beginning on page 62 and in the section entitled "Proposal No. 14-The Acquisition Merger Proposal" beginning on page 73 of the Registration Statement and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

Tottenham reported the results of the EGM on a Current Report on Form 8-K filed on December 30, 2020. 1,229,027 shares of Tottenham were redeemed in connection with the Closing.

Item 7.01 Regulation FD Disclosure.

On December 30, 2020, the Company issued a press release announcing the consummation of the Business Combination, which is included in this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired

The unaudited consolidated financial statements of Clene for the nine months ended September 30, 2020 and 2019 are set forth in the Registration Statement beginning on page F-34, and incorporated herein by reference. The audited consolidated financial statements of Clene as of and for the years ended December 31, 2019 and 2018 are set forth in the Registration Statement beginning on page F-66, and incorporated herein by reference.

(b) Pro forma financial information

The unaudited pro forma condensed combined financial information of the Company as of September 30, 2020 and for the nine months ended September 30, 2020 and for the year ended December 31, 2019, is filed as Exhibit 99.2 and incorporated herein by reference.





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(b) Exhibits



Exhibit
Number                              Exhibit Description

2.1         Merger Agreement dated September 1, 2020 (incorporated by reference to
          Exhibit 2.1 to the Registration Statement on Form S-4 filed by Chelsea
          Worldwide Inc. with the Securities and Exchange Commission on December
          15, 2020)

3.1         Amended and Restated Certificate of Incorporation of Clene Inc.

3.2         Bylaws of Clene Inc.

10.1        Escrow Agreement, by and among Clene Inc., Fortis Advisors LLC and
          Continental Sotck Transfer & Trust Company, as the escrow agent
          (incorporated by reference to Exhibit 10.8 to the Registration Statement
          on Form S-4 filed by Chelsea Worldwide Inc. with the Securities and
          Exchange Commission on December 15, 2020)

10.2        Form of Lock-up Agreement (incorporated by reference to Exhibit 10.9
          to the Registration Statement on Form S-4 filed by Chelsea Worldwide
          Inc. with the Securities and Exchange Commission on December 15,
          2020)

10.3        Form of Registration Rights Agreement (incorporated by reference to
          Exhibit 10.10 to the Registration Statement on Form S-4 filed by Chelsea
          Worldwide Inc. with the Securities and Exchange Commission on December
          15, 2020)

10.4        2020 Equity Incentive Plan

10.5        Form of Indemnification Agreement between the Registration and its
          directors and executive officers (incorporated by reference to Exhibit
          10.18 to the Registration Statement on Form S-4 filed by Chelsea
          Worldwide Inc. with the Securities and Exchange Commission on December
          15, 2020)

10.6        Form of Executive Employment Agreement (incorporated by reference to
          Exhibit 10.11 to the Registration Statement on Form S-4 filed by Chelsea
          Worldwide Inc. with the Securities and Exchange Commission on December
          15, 2020)

10.7        Form of Subscription Agreement (incorporated by reference to Exhibit
          10.12 to the Registration Statement on Form S-4 filed by Chelsea
          Worldwide Inc. with the Securities and Exchange Commission on December
          15, 2020)

10.8#       License Agreement, effective August 31, 2018, between Clene
          Nanomedicine, Inc. and 4Life Research, LLC (incorporated by reference to
          Exhibit 10.14 to the Registration Statement on Form S-4 filed by Chelsea
          Worldwide Inc. with the Securities and Exchange Commission on December
          15, 2020)

10.9        Exclusive Supply Agreement, dated August 31, 2018, between Clene
          Nanomedicine, Inc. and 4Life Research, LLC (incorporated by reference to
          Exhibit 10.15 to the Registration Statement on Form S-4 filed by Chelsea
          Worldwide Inc. with the Securities and Exchange Commission on December
          15, 2020)

10.10       Lease Agreement, dated May 9, 2016, and First Amendment of Lease
          Agreement, dated January 6, 2017, between Upper Chesapeake Flex One, LLC
          and Clene Nanomedicine, Inc. (incorporated by reference to Exhibit 10.16
          to the Registration Statement on Form S-4 filed by Chelsea Worldwide
          Inc. with the Securities and Exchange Commission on December 15, 2020)

10.11##     Clinical Research Support Agreement, dated September 27, 2019, between
          Clene Nanomedicine, Inc. and The General Hospital Corporation
          (incorporated by reference to Exhibit 10.17 to the Registration
          Statement on Form S-4 filed by Chelsea Worldwide Inc. with the
          Securities and Exchange Commission on December 15, 2020)

16.1        Letter to the SEC from Friedman LLP, dated January 5, 2021.

21.1        Subsidiaries of the Registrant

99.1        Press Release, dated December 30, 2019

99.2        Unaudited pro forma condensed combined financial information




 ____________

# Schedules and similar attachments to this Exhibit have been omitted pursuant

to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish

supplementally a copy of such omitted materials to the SEC upon request. ## Certain portions of this exhibit have been redacted pursuant to Item


   601(b)(10)(iv) of Regulation S-K. The Company agrees to furnish supplementally
   an unredacted copy of the exhibit to the SEC upon its request.




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