0001683168-19-001361.txt : 20190503 0001683168-19-001361.hdr.sgml : 20190503 20190503095013 ACCESSION NUMBER: 0001683168-19-001361 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 42 CONFORMED PERIOD OF REPORT: 20190331 FILED AS OF DATE: 20190503 DATE AS OF CHANGE: 20190503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tottenham Acquisition I Ltd CENTRAL INDEX KEY: 0001731176 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-38614 FILM NUMBER: 19794413 BUSINESS ADDRESS: STREET 1: UNIT B, 11F, ON HING BUILDING STREET 2: 1-9 ON HING TERRANCE CITY: CENTRAL STATE: K3 ZIP: 00000 BUSINESS PHONE: 85298350984 MAIL ADDRESS: STREET 1: UNIT B, 11F, ON HING BUILDING STREET 2: 1-9 ON HING TERRANCE CITY: CENTRAL STATE: K3 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: Tottenham Acquisition Ltd DATE OF NAME CHANGE: 20180212 10-Q 1 tottenham_10q-033119.htm QUARTERLY REPORT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended March 31, 2019

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-38614

TOTTENHAM ACQUISITION I LIMITED

(Exact Name of Registrant as Specified in Its Charter)

British Virgin Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Unit B, 11F
On Hing Building
1-9 On Hing Terrance
Central, Hong Kong

(Address of principal executive offices)

+852 3998 4852

(Issuer’s telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging Growth Company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of May 2, 2019, 5,965,000 ordinary shares of the Company, par value $0.0001 per share, were issued and outstanding.

TOTTENHAM ACQUISITION I LIMITED

FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2019

TABLE OF CONTENTS

		Page
Part I.	Financial Information	3
	Item 1. Financial Statements	3
	Unaudited Condensed Balance Sheets	3
	Unaudited Condensed Statements of Operations and Comprehensive Income (Loss)	4
	Unaudited Condensed Statements of Changes in Shareholders’ Equity (Deficiency)	5
	Unaudited Condensed Statements of Cash Flows	6
	Notes to Unaudited Condensed Financial Statements	7
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
	Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk	17
	Item 4. Controls and Procedures	17
Part II.	Other Information	18
	Item 1. Legal Proceedings	18
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	18
	Item 3. Defaults upon Senior Securities	19
	Item 4. Mine Safety Disclosures	19
	Item 5. Other Information	19
	Item 6. Exhibits	19
Signatures		20

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

TOTTENHAM ACQUISITION I LIMITED

Condensed Balance Sheets

As of March 31, 2019

(Unaudited)

	March 31, 2019			December 31, 2018
				(Audited)
ASSETS
Current assets:
Cash	$	648,537		$	743,783
Prepayments		26,682			46,693

Total Current Assets		675,219			790,476
Cash and investments held in trust account		46,648,255			46,370,520

TOTAL ASSETS	$	47,323,474		$	47,160,996

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accrued liabilities	$	60,058		$	115,233
Amount due to related party		139,571			107,007

Total Current Liabilities		199,629			222,240
Deferred underwriting compensation		1,840,000			1,840,000

TOTAL LIABILITIES		2,039,629			2,062,240

Commitments and contingencies
Ordinary shares, subject to conversion: 3,972,403 and 3,977,835 shares (at conversion value of $10.14 and $10.08 per share) as of March 31, 2019 and December 31, 2018, respectively		40,283,844			40,098,755

Shareholders’ Equity: Preferred shares, $0.0001 par value; 2,000,000 shares authorized; no share issued		–			–
Ordinary shares, $0.0001 par value; 100,000,000 shares authorized; 1,992,597 and 1,987,165 shares issued and outstanding (excluding 3,972,403 and 3,977,835 shares subject to conversion)		200			199
Additional paid-in capital		4,770,491			4,955,581
Accumulated other comprehensive income		304,914			27,179
Retained earnings (accumulated deficit)		(75,604	)		17,042

Total Shareholders’ Equity		5,000,001			5,000,001

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	47,323,474		$	47,160,996

The accompanying notes are an integral part of the unaudited condensed financial statements.

TOTTENHAM ACQUISITION I LIMITED

Condensed Statements of Operations and Comprehensive Income (Loss)

(Unaudited)

	Three months ended March 31,
	2019			2018

Formation, general and administrative expenses	$	(92,663	)	$	(38,205	)

Total operating expenses		(92,663	)		(38,205	)

Other income
Interest income		17			–

Loss before income taxes		(92,646	)		(38,205	)

Income taxes		–			–

NET LOSS		(92,646	)		(38,205	)

Other comprehensive income:
Unrealized gain on available held for sale securities		277,735			–

COMPREHENSIVE INCOME (LOSS)	$	185,089		$	(38,205	)

Basic and diluted weighted average shares outstanding		1,992,597			613,800

Basic and diluted net loss per share	$	(0.05	)	$	(0.06	)

The accompanying notes are an integral part of the unaudited condensed financial statements.

TOTTENHAM ACQUISITION I LIMITED

Condensed Statements of Changes in Shareholders’ Equity (Deficiency)

(Unaudited)

	Ordinary shares					Additional paid-in capital			Accumulated other comprehensive income		Retained earnings (accumulated deficit)			Total shareholders’ equity
	No. of shares			Amount
Balance as of January 1, 2018		1,000		$	–	$	1		$	–	$	(2,387	)	$	(2,386	)
Repurchase of ordinary shares by the Initial Shareholder		(1,000	)		–		(1	)		–		–			(1	)
Issuance of ordinary shares to the Initial Shareholder		1,150,000			115		24,885			–		–			25,000
Net loss for the period		–			–		–			–		(38,205	)		(38,205	)
Balance as of March 31, 2018		1,150,000		$	115	$	24,885		$	–	$	(40,592	)	$	(15,592	)
Balance as of January 1, 2019		1,987,165		$	199	$	4,955,581		$	27,179	$	17,042		$	5,000,001
Change in fair value of ordinary shares subject to possible conversion		5,432			1		(185,090	)		–		–			(185,089	)
Unrealized holding gain on available-for-sales securities		–			–		–			277,735		–			277,735
Net loss for the period		–			–		–			–		(92,646	)		(92,646	)
Balance as of March 31, 2019		1,992,597		$	200	$	4,770,491		$	304,914	$	(75,604	)	$	5,000,001

The accompanying notes are an integral part of the unaudited condensed financial statements.

TOTTENHAM ACQUISITION I LIMITED

Condensed Statements of Cash Flows

(Unaudited)

	Three months ended March 31,
	2019			2018
Cash flow from operating activities
Net loss	$	(92,646	)	$	(38,205	)
Adjustments to reconcile net loss to net cash used in operating activities

Change in operating assets and liabilities:
Decrease in prepayments		20,011			–
(Decrease) increase in accrued liabilities		(55,175	)		25,683
Increase in amount due to related party		32,564			–

Cash used in operating activities		(95,246	)		(12,522	)

Cash flows from financing activities
Proceeds from a related party		–			50,322
Proceeds from sale of ordinary shares to related party		–			25,000

Net cash provided by financing activities		–			75,322

NET CHANGE IN CASH		(95,246	)		62,800

Cash, beginning of period		743,783			–

Cash, end of period	$	648,537		$	62,800

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Unrealized gain on Trust Account	$	277,735		$	–
Changes in ordinary shares subject to conversion	$	185,089		$	–
Deferred offering costs were paid by a related party	$	–		$	13,632
Repurchase of ordinary shares from a founder shareholder	$	–		$	1

The accompanying notes are an integral part of the unaudited condensed financial statements.

TOTTENHAM ACQUISITION I LIMITED

Notes to Unaudited Condensed Financial Statements

NOTE 1 – ORGANIZATION AND BUSINESS BACKGROUND

Tottenham Acquisition I Limited (the “Company” or “we”, “us” and “our”) is a newly organized blank check company incorporated on November 13, 2017, under the laws of the British Virgin Islands for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination with one or more businesses or entities (an “initial business combination”). Although the Company is not limited to a particular geographic region, the Company intends to focus on operating businesses with primary operations in Asia (with an emphasis in China).

As of March 31, 2019, the Company had not commenced any operations. All activities through March 31, 2019 relate to the Company’s formation and the proposed public offering as described below. The Company has selected December 31 as its fiscal year end.

Financing

The registration statement for the Company’s initial public offering (the “Public Offering” as described in Note 3) was declared effective by the United States Securities and Exchange Commission (“SEC”) on August 1, 2018. The Company consummated the Public Offering on August 6, 2018 of 4,600,000 units at $10.00 per unit (the “Public Units’) and sold to initial shareholders and Chardan Capital Markets, LLC options to purchase 220,000 units at $11.50 per unit for $100. The Company received net proceeds of approximately $46,000,000 (which includes deferred underwriting commissions of $1,840,000).

Trust Account

Upon the closing of the Public Offering and the private placement, $46,000,000 was placed in a trust account (the “Trust Account”) with Continental Stock Transfer & Trust Company, LLC acting as trustee. The funds held in the Trust Account can be invested in United States government treasury bills, bonds or notes, having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act until the earlier of (i) the consummation of the Company’s initial business combination within the required time period and (ii) the redemption of 100% of the outstanding public shares if the Company has not completed an initial business combination in the required time period. Placing funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors, service providers, prospective target businesses or other entities it engages, execute agreements with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements. The remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. Additionally, the interest earned on the Trust Account balance may be released to the Company to pay the Company’s tax obligations.

Business Combination

Pursuant to Nasdaq listing rules, the Company’s initial business combination must occur with one or more target businesses having an aggregate fair market value equal to at least 80% of the value of the funds in the Trust Account (excluding any deferred underwriter’s fees and taxes payable on the income earned on the Trust Account), which the Company refers to as the 80% test, at the time of the execution of a definitive agreement for our initial business combination, although the Company may structure a business combination with one or more target businesses whose fair market value significantly exceeds 80% of the trust account balance. If the Company is no longer listed on Nasdaq, it will not be required to satisfy the 80% test. The Company currently anticipates structuring a business combination to acquire 100% of the equity interests or assets of the target business or businesses.

The Company may, however, structure a business combination where the Company merges directly with the target business or where the Company acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but the Company will only complete such business combination if the post-transaction company owns 50% or more of the outstanding voting securities of the target or otherwise owns a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% test.

The Company will either seek shareholder approval of any business combination at a meeting called for such purpose at which shareholders may seek to convert their shares into their pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, or provide shareholders with the opportunity to sell their shares to the Company by means of a tender offer for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid. These shares have been recorded at redemption value and are classified as temporary equity, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a business combination only if it will have net tangible assets of at least $5,000,001 upon consummation of the business combination and, solely if shareholder approval is sought, a majority of the outstanding ordinary shares of the Company voted are voted in favor of the business combination.

In connection with any shareholder vote required to approve any business combination, the Initial Shareholders have agreed (i) to vote any of their respective shares, including the ordinary shares sold to the Initial Shareholders in connection with the organization of the Company (the “Initial Shares”), ordinary shares included in the Private Units sold in the Private Placement, and any ordinary shares which were initially issued in connection with the Public Offering, whether acquired in or after the effective date of the IPO, in favor of the initial business combination and (ii) not to convert such respective shares into a pro rata portion of the Trust Account or seek to sell their shares in connection with any tender offer the Company engages in.

Liquidation

If the Company does not complete a business combination within 12 months from the consummation of this offering, it will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the amended and restated memorandum and articles of association. As a result, this has the same effect as if the Company had formally gone through a voluntary liquidation procedure under the Companies Law. Accordingly, no vote would be required from our shareholders to commence such a voluntary winding up, dissolution and liquidation. However, if the Company anticipates that the Company may not be able to consummate its initial business combination within 12 months, the Company may, but is not obligated to, extend the period of time to consummate a business combination three times by an additional three months each time (for a total of up to 21 months to complete a business combination). Pursuant to the terms of the amended and restated memorandum and articles of association and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company, LLC on the effective date of the Registration Statement, in order to extend the time available for the Company to consummate our initial business combination, the Company’s insiders or their affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account $460,000 ($0.10 per share), on or prior to the date of the applicable deadline. The insiders will receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event that the Company is unable to close a business combination unless there are funds available outside the trust account to do so. Such notes would either be paid upon consummation of the Company’s initial business combination, or, at the lender’s discretion, converted upon consummation of our business combination into additional private units at a price of $10.00 per unit. The Company’s shareholders have approved the issuance of the private units upon conversion of such notes, to the extent the holder wishes to so convert such notes at the time of the consummation of the Company’s initial business combination. In the event that the Company receives notice from the Company’s insiders five days prior to the applicable deadline of their intent to effect an extension, the Company intends to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, the Company intends to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. The Company’s insiders and their affiliates or designees are not obligated to fund the trust account to extend the time for the Company to complete our initial business combination. To the extent that some, but not all, of the Company’s insiders, decide to extend the period of time to consummate the Company initial business combination, such insiders (or their affiliates or designees) may deposit the entire amount required. If the Company is unable to consummate the Company’s initial business combination within such time period, the Company will, as promptly as possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding public shares for a pro rata portion of the funds held in the trust account, including a pro rata portion of any interest earned on the funds held in the trust account and not necessary to pay taxes, and then seek to liquidate and dissolve. However, the Company may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of the Company’s public shareholders. In the event of dissolution and liquidation, the public rights will expire and will be worthless.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

These accompanying financial statements have been prepared in U.S. Dollars in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the financial statements not misleading have been included. Operating results for the interim period ended March 31, 2019 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2019. The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis, and the financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended December 31, 2018, filed with the SEC on March 15, 2019.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Cash

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of March 31, 2019.

Cash and Investments Held in Trust Account

At March 31, 2019, the assets held in the Trust Account are held in cash and US Treasury securities.

The Company classifies marketable securities as available-for-sale at the time of purchase and reevaluates such classification as of each balance sheet date. All marketable securities are recorded at their estimated fair value. Unrealized gains and losses for available-for-sale securities are recorded in other comprehensive income. The Company evaluates its investments to assess whether those with unrealized loss positions are other than temporarily impaired. Impairments are considered other than temporary if they are related to deterioration in credit risk or if it is likely the Company will sell the securities before the recovery of the cost basis. Realized gains and losses and declines in value determined to be other than temporary are determined based on the specific identification method and are reported in other income (expense), net in the statements of operations.

Ordinary Shares Subject to Possible Redemption

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “ Distinguishing Liabilities from Equity .” Ordinary share subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. As of March 31, 2019, the Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control. 3,972,403 ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

Offering Costs

The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses of Offering ”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and that were charged to shareholders’ equity upon the completion of the Public Offering.

Fair Value of Financial Instruments

FASB ASC Topic 820 “Fair Value Measurements and Disclosures” defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. FASB ASC Topic 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances.

The fair value hierarchy is categorized into three levels based on the inputs as follows:

Level 1 —

Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

Level 2 —

Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

Level 3 —

Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash and cash equivalents, and other current assets, accrued expenses, due to sponsor are estimated to approximate the carrying values as of March 31, 2019 due to the short maturities of such instruments.

The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2019, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

March 31, 2019

Quoted Prices In Active Markets

Significant Other Observable Inputs

Significant Other Unobservable Inputs

Description

(Unaudited)

(Level 1)

(Level 2)

(Level 3)

Assets:

U.S. Treasury Securities held in Trust Account*

46,647,193

–

*included in cash and investments held in trust account on the Company’s balance sheet.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and trust accounts in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Income Taxes

The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under the asset and liability, method as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liability is settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the operation of statement in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

Net Loss Per Share

The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing the net loss by the weighted-average number of ordinary shares outstanding during the period, excluding ordinary shares subject to possible conversion. Diluted loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding, plus to the extent dilutive, the incremental number of ordinary shares to settle rights and other ordinary share equivalents (currently none outstanding), as calculated using the treasury stock method. Ordinary shares subject to possible conversion at March 31, 2019, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic and diluted loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of rights that convert into 220,000 ordinary shares in the unit purchase option sold to the underwriter, in the calculation of diluted loss per share, since the conversion of the rights into ordinary shares would be anti-dilutive.

Related Parties

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

Recent accounting pronouncements

The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on the results of operations, financial condition, or cash flows, based on the current information.

NOTE 3 — CASH AND INVESTMENT HELD IN TRUST ACCOUNT

As of March 31, 2019, investment securities in the Company’s Trust Account consisted of $46,647,193 in United States Treasury Bills and $1,062 in cash. The Company classifies its United States Treasury securities as available-for-sale. Available-for-sale marketable securities are recorded at their estimated fair value on the accompanying March 31, 2019 balance sheet. The carrying value, including gross unrealized holding gain as other comprehensive income and fair value of held to marketable securities on March 31, 2019 is as follows:

	Carrying Value as of March 31, 2019 (unaudited)		Gross Unrealized Holding Gain		Fair Value as of March 31, 2019 (unaudited)

Available-for-sale marketable securities:
U.S. Treasury Securities	$	46,342,279	$	304,914	$	46,647,193

	Carrying Value as of December 31, 2018		Gross Unrealized Holding Gain		Fair Value as of December 31, 2018

Available-for-sale marketable securities:
U.S. Treasury Securities	$	46,342,279	$	27,179	$	46,369,458

NOTE 4 — PUBLIC OFFERING

On August 6, 2018, the Company sold 4,600,000 units at a price of $10.00 per Public Unit in the Public Offering. Each Public Unit consists of one ordinary share of the Company, $0.0001 par value per share (the “Public Shares”), one warrant (the “Public Warrant”) entitling its holder to purchase one-half of one Public Share at a price of $11.50 per whole share, and one right (the “Public Rights”). Each Public Right entitles the holder to receive one-tenth (1/10) of an ordinary share upon consummation of an initial business combination. In addition, the Company sold to Chardan, for $100, an option to purchase up to 220,000 units exercisable at $11.50 per unit pursuant to the Unit Purchase Option agreement, commencing on the later of the consummation of a business combination and six months from the effective date of the Registration Statement. As of March 31, 2019, no options were exercised.

The Company accounted for the unit purchase option, inclusive of the receipt of $100 cash payment, as an expense of the IPO resulting in a charge directly to shareholders’ equity. The Company estimated the fair value of this unit purchase option to be approximately $653,400 (or $2.97 per Unit) using the Black-Scholes option-pricing model. The fair value of the unit purchase option granted to the underwriters was estimated as of the date of grant using the following assumptions: (1) expected volatility of 35%, (2) risk-free interest rate of 2.44% and (3) expected life of five years. The option and such units purchased pursuant to the option, as well as the ordinary share underlying such units, the rights included in such units, the ordinary share that is issuable for the rights included in such units, the warrants included in such units, and the shares underlying such warrants, have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 5110(g)(1) of FINRA’s NASDAQ Conduct Rules. Additionally, the option may not be sold, transferred, assigned, pledged or hypothecated for a one-year period (including the foregoing 180-day period) following the date of IPO except to any underwriter and selected dealer participating in the IPO and their bona fide officers or partners. The option grants to holders demand and “piggy back” rights for periods of five and seven years, respectively, from the effective date of the registration statement with respect to the registration under the Securities Act of the securities directly and indirectly issuable upon exercise of the option. The Company will bear all fees and expenses attendant to registering the securities, other than underwriting commissions which will be paid for by the holders themselves. The exercise price and number of units issuable upon exercise of the option may be adjusted in certain circumstances including in the event of a stock dividend, or the Company’s recapitalization, reorganization, merger or consolidation. However, the option will not be adjusted for issuances of ordinary shares at a price below its exercise price.

If the Company does not complete its business combination within the applicable time period described in Note 1, the Public Warrants and Public Rights will expire and be worthless. Since the Company is not required to net cash settle the Rights and the Rights are convertible upon the consummation of an initial business combination, the Management determined that the Rights are classified within shareholders’ equity as “Additional paid-in capital” upon their issuance in accordance with ASC 815-40. The proceeds from the sale are allocated to Public Shares, Public Warrants and Public Rights based on the relative fair value of the securities in accordance with ASC 470-20-30. The value of the Public Shares and Rights will be based on the closing price paid by investors.

The Company paid an upfront underwriting discount of $1,150,000 (2.5%) of the per unit offering price to the underwriter at the closing of the Public Offering, with an additional fee of $1,840,000 (the “Deferred Discount”) of 4.0% of the gross offering proceeds payable upon the Company’s completion of the business combination. The Deferred Discount will become payable to the underwriter from the amounts held in the Trust Account solely in the event the Company completes its business combination. In the event that the Company does not close the business combination, the underwriter has waived its right to receive the Deferred Discount. The underwriter is not entitled to any interest accrued on the Deferred Discount. In addition, pursuant to our agreement with the underwriters, the amount of Deferred Discount payable to Chardan will be reduced by $0.20 (2.0%) for each unit that is redeemed by shareholders in connection with a business combination.

On August 6, 2018, Chardan Capital Markets, LLC acquired an option to purchase up to a total of 220,000 units at $11.50 per unit for $100.

As of March 31, 2019, no options were exercised.

NOTE 5 – PRIVATE PLACEMENT

Simultaneously with the closing of the Public Offering, the Company consummated a private placement of (i) 200,000 Private Units, at $10.00 per unit, purchased by the Sponsor.

Simultaneously with the sale of the Over-Allotment Units, the Company consummated a private placement of 15,000 Private Units, at $10.00 per unit, purchased by the Sponsor.

The Private Units are identical to the units sold in this offering except that the private warrants will be non-redeemable and may be exercised on a cashless basis.

NOTE 6 – RELATED PARTY TRANSACTIONS

Founder Shares

In November 2017, the Company’s Initial Shareholder, Norwich Investment Limited, subscribed for an aggregate of 1,000 of Ordinary Shares (“Founder Shares”) for an aggregate purchase price of $1, or approximately $0.0001 per share. In February 2018, the Company’s Shareholder, Norwich Investment Limited, subscribed for an aggregate of 1,150,000 of Ordinary Shares for an aggregate purchase price of $25,000, or approximately $0.022 per share. Concurrently, in February 2018, the Company repurchased 1,000 ordinary shares at a consideration of $1 or $0.0001 per share, from its Initial Shareholder.

Related Party Payables

At March 31, 2019 and December 31, 2018, the Company had related party payable to Initial Shareholder in the amount of $139,571 and $107,007, respectively. This payable is unsecured, interest-free and has no fixed terms of repayment.

Administrative Services Agreement

The Company is obligated, commencing from August 2, 2018, to pay Norwich Investment Limited, its Initial Shareholder, a monthly fee of $10,000 for general and administrative services. This agreement will terminate upon completion of the Company’s initial business combination or the liquidation of the trust account to public shareholders.

NOTE 7 – SHAREHOLDERS’ EQUITY

Preferred shares

The Company is authorized to issue 2,000,000 preferred shares at par $0.0001. There is no specific preferential right associated with this class of share at the time of this filing.

Ordinary shares

The Company is authorized to issue 100,000,000 ordinary shares at par $0.0001. Holders of the Company’s ordinary shares are entitled to one vote for each share.

On August 6, 2018, the Company issued 215,000 ordinary shares under the private placement of 215,000 private units at $10 per unit, to the Sponsor.

As of March 31, 2019 and December 31, 2018, 1,992,597 and 1,987,165 ordinary shares issued and outstanding excluding 3,972,403 and 3,977,835 shares are subject to possible conversion, respectively.

NOTE 8 – COMMITMENTS AND CONTINGENCIES

Deferred Underwriter Compensation

The Company is committed to pay the Deferred Discount of 4.0% of the gross offering proceeds, in the amount of $1,840,000 of the Public Offering, to the underwriter upon the Company’s consummation of the business combination. The underwriter is not entitled to any interest accrued on the Deferred Discount, and has waived its right to receive the Deferred Discount if the Company does not close a business combination. Pursuant to our agreement with the underwriters, the amount of Deferred Discount payable to Chardan will be reduced by $0.20 (2.0%) for each unit that is redeemed by shareholders in connection with a business combination.

Registration Rights

The holders of the Founder Shares, the private warrants (and their underlying securities) and the warrants that may be issued upon conversion of the Working Capital Loans (and their underlying securities) will be entitled to registration rights pursuant to a registration rights agreement signed prior on the effective date of the IPO. The holders of a majority of these securities will be entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these ordinary shares are to be released from escrow. The holders of a majority of the private warrants and warrants issued in payment of Working Capital Loans made to the Company (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a business combination. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Item 2. Management’s Discussion and Analysis.

Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission (“SEC”) filings. References to “we”, “us”, “our” or the “Company” are to Tottenham Acquisition I Limited, except where the context requires otherwise. The following discussion should be read in conjunction with our condensed financial statements and related notes thereto included elsewhere in this report.

Overview

We were formed on November 13, 2017 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 target businesses. Our efforts to identify a prospective target business will not be limited to any particular industry or geographic region, although the Company intends to focus on operating businesses in the TMT (Technology, Media, Telecom), education, e-commerce, health-care and consumer goods industries with primary operations in Asia (with an emphasis in China). We intend to utilize cash derived from the proceeds of our initial public offering in effecting our Business Combination.

We presently have no revenue, have had losses since inception from incurring formation costs and have had no operations other than the active solicitation of a target business with which to complete a Business Combination. We have relied upon the sale of our securities and loans from our officers and directors to fund our operations.

On August 6, 2018, the Company consummated its initial public offering (“IPO”) of 4,600,000 units (the “Units”), which includes the full exercise of the over-allotment option. Each Unit consists of one ordinary share, one redeemable warrant, and one right to receive one-tenth (1/10) of an ordinary share upon the consummation of a Business Combination. Each redeemable warrant entitles the holder thereof to purchase one-half (1/2) of one ordinary share, and each ten rights entitle the holder thereof to receive one ordinary share at the closing of a Business Combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $46,000,000. Simultaneously with the closing of the IPO, the Company consummated a private placement (“Private Placement”) of 215,000 units (the “Private Units”) at a price of $10.00 per Private Unit, generating total proceeds of $2,150,000. A total of $46,000,000 of the net proceeds from the sale of Units in the IPO (including the over-allotment option units) and the Private Placements were placed in a trust account established for the benefit of the Company’s public shareholders.

We will not issue fractional shares. As a result, you must (1) exercise warrants in multiples of two warrants, at a price of $11.50 per full share, subject to adjustment as described in this prospectus, to validly exercise your warrants; and (2) hold rights in multiples of 10 in order to receive shares for all of your rights upon closing of a Business Combination.

As of March 31, 2019, a total of $46,648,255 was held in a trust account established for the benefit of the Company’s public shareholders, which included $46,000,000 of the net proceeds from the IPO (including the exercise of the over-allotment option) and the Private Placements and subsequent interest income.

Our management has broad discretion with respect to the specific application of the net proceeds of the IPO and the Private Placement, although substantially all of the net proceeds are intended to be applied generally towards consummating a Business Combination.

Results of Operations

Our entire activity from inception up to August 6, 2018 was in preparation for the IPO. Since the IPO, our activity has been limited to the evaluation of Business Combination candidates, and we will not be generating any operating revenues until the closing and completion of our Business Combination. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. We expect our expenses to increase substantially after this period.

For the quarter ended March 31, 2019, we had a net income of $185,089, which consisted of operating expenses offset by interest income from our trust account. Operating expenses generally consist of the $10,000 monthly payment to our Sponsor for office and administrative support, monthly professional fees owed to our service providers, travel expenses, Nasdaq market listing fees and amortization of our directors and officers insurance policy. Operating expenses after our initial public offering increased dramatically due to our having commenced operations, and certain professional expenses no longer being charged directly against paid-in-capital on our balance sheet, but now being expensed in the statement of operations.

Liquidity and Capital Resources

As of March 31, 2019, we had cash of $648,537 available for working capital needs. All remaining cash was held in the trust account and is generally unavailable for our use, prior to the Business Combination.

On August 6, 2018, we consummated the IPO of 4,600,000 Units (which includes the full exercise of the underwriter’s over-allotment option), at a price of $10.00 per Unit, generating gross proceeds of $46,000,000. Simultaneously with the closing of the IPO, we consummated the sale of 215,000 Private Units, at a price of $10.00 per Unit, generating gross proceeds of $2,150,000.

Following the IPO and the exercise of the over-allotment option, a total of $46,000,000 was placed in the Trust Account. We incurred approximately $1,590,000 in IPO related costs, including $1,150,000 of underwriting fees and approximately $440,000 of IPO Costs.

Our liquidity needs have been satisfied to date through receipt of $25,000 from the sale of the insider shares, advances from our Sponsor and an affiliate of our Sponsor in an aggregate amount of $189,929, which were repaid upon our IPO and not outstanding as of March 31, 2019, and the remaining net proceeds from our IPO and Private Placement.

We intend to use substantially all of the net proceeds of the IPO, including the funds held in the Trust Account, to acquire a target business or businesses and to pay our expenses relating thereto. To the extent that our capital stock is used in whole or in part as consideration to effect our Business Combination, the remaining proceeds held in the Trust Account, as well as any other net proceeds not expended, will be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or new products. Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our Business Combination if the funds available to us outside of the Trust Account were insufficient to cover such expenses.

We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. This belief is based on the fact that while we may begin preliminary due diligence of a target business in connection with an indication of interest, we intend to undertake in-depth due diligence, depending on the circumstances of the relevant prospective acquisition, only after we have negotiated and signed a letter of intent or other preliminary agreement that addresses the terms of our Business Combination. However, if our estimate of the costs of undertaking in-depth due diligence and negotiating our Business Combination is less than the actual amount necessary to do so, or the amount of interest available to use from the trust account is minimal as a result of the current interest rate environment, we may be required to raise additional capital, the amount, availability and cost of which is currently unascertainable. In this event, we could seek such additional capital through loans or additional investments from members of our management team, but such members of our management team are not under any obligation to advance funds to, or invest in, us. In the event that the Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. Such loans would be evidenced by promissory notes. The notes would either be paid upon consummation of our Business Combination, without interest, or, at the lender’s discretion, up to $500,000 of the notes may be converted upon consummation of our Business Combination into additional Private Units at a price of $10.00 per unit. The terms of such loans by our initial shareholders, officers and directors, if any, have not been determined and no written agreements exist with respect to such loans.

Off-balance sheet financing arrangements

We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities other than an agreement to pay our Sponsor, Norwich Investment Limited, an entity affiliated with Jason Wong, a monthly fee of $10,000 for office space and related services provided to the Company.

Significant Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. The Company has not identified any significant accounting policies.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The net proceeds of the IPO held in the trust account may be invested in U.S. government treasury bills, notes or bonds with a maturity of 180 days or less or in certain money market funds that invest solely in US treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended March 31, 2019, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the fiscal quarter covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities

On August 6, 2018, the Company consummated its IPO of 4,600,000 units (the “Units”), which includes the full exercise of the underwriter’s over-allotment option of 600,000 Units. Each Unit consists of one ordinary share (“Ordinary Share”), one warrant (“Warrant”) entitling its holder to purchase one-half of one Ordinary Share at a price of $11.50 per whole share, and one right to receive 1/10 of an Ordinary Share at the closing of the Company’s Business Combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $46,000,000. Simultaneously with the closing of the IPO, the Company consummated the private placement (“Private Placement”) of 215,000 units (the “Private Units”) at a price of $10.00 per Private Unit, generating total proceeds of $2,150,000. The net proceeds from the sale of Units in the IPO (including the over-allotment option units) and the Private Placement were placed in a trust account established for the benefit of the Company’s public shareholders.

The Private Units are identical to the units sold in the IPO. Our Sponsor, which purchased all of the Private Units, agreed (A) to vote the private shares underlying the Private Units (the “Private Shares”) and any public shares acquired by it in favor of any proposed Business Combination, (B) not to propose, or vote in favor of, an amendment to our memorandum and articles of association that would affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our Business Combination within 12 months from the consummation of the IPO (or 21 months, as applicable), unless we provide our public shareholders with the opportunity to redeem their ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding public shares, (C) not to convert any shares (including the Private Shares) into the right to receive cash from the trust account in connection with a shareholder vote to approve our proposed Business Combination (or sell any shares they hold to us in a tender offer in connection with a proposed Business Combination) or a vote to amend the provisions of our memorandum and articles of association relating to the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our Business Combination within 12 months from the consummation of the IPO (or 21 months, as applicable) and (D) that the Private Shares shall not be entitled to be redeemed for a pro rata portion of the funds held in the trust account if a Business Combination is not consummated. Additionally, our Sponsor agreed not to transfer, assign or sell any of the Private Units or underlying securities (except to the same permitted transferees as the insider shares and provided the transferees agree to the same terms and restrictions as the permitted transferees of the insider shares must agree to, each as described above) until the completion of our Business Combination.

As of August 6, 2018, a total of $46,000,000 of proceeds from the IPO (including the over-allotment) and the Private Placement were in a trust account established for the benefit of the Company’s public shareholders.

We paid a total of $1,150,000 in underwriting discounts and commissions (not including the 4.0% deferred underwriting commission payable at the consummation of Business Combination) and approximately $440,000 for other costs and expenses related to our formation and the IPO.

For a description of the use of the proceeds generated in our IPO, see Part I, Item 2 of this Form 10-Q.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits.

Exhibit No.		Description

31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.

31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.

32		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TOTTENHAM ACQUISITION I LIMITED

	By:	/s/ Jason Ma
	Jason Ma
	Chief Executive Officer (Principal executive officer)

	By:	/s/ Felix Wong
	Felix Wong
	Chief Financial Officer (Principal financial and accounting officer)

Date: May 3, 2019

EX-31.1 2 tottenham_10q-ex3101.htm CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jason Ma, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Tottenham Acquisition I Limited;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 3, 2019

	/s/ Jason Ma
	Jason Ma
	Chief Executive Officer
	(Principal executive officer)

EX-31.2 3 tottenham_10q-ex3102.htm CERTIFICATION OF CHIEF FINANCIAL OFFICER

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Felix Wong, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Tottenham Acquisition I Limited:

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 3, 2019

	/s/ Felix Wong
	Felix Wong
	Chief Financial Officer
	(Principal financial and accounting officer)

EX-32 4 tottenham_10q-ex32.htm CERTIFICATION

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Tottenham Acquisition I Limited (the “Company”) on Form 10-Q for the quarter ended March 31, 2019 as filed with the Securities and Exchange Commission (the “Report”), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Date: May 3, 2019

	/s/ Jason Ma
	Jason Ma
	Chief Executive Officer
	(Principal executive officer)

Date: May 3, 2019

	/s/ Felix Wong
	Felix Wong
	Chief Financial Officer
	(Principal financial and accounting officer)

EX-101.INS 5 totau-20190331.xml XBRL INSTANCE FILE 0001731176 2019-05-02 0001731176 2018-12-31 0001731176 2017-12-31 0001731176 us-gaap:IPOMember 2018-01-01 2018-08-06 0001731176 us-gaap:IPOMember 2018-08-06 0001731176 us-gaap:PrivatePlacementMember 2018-01-01 2018-08-06 0001731176 us-gaap:FairValueMeasurementsRecurringMember us-gaap:USTreasurySecuritiesMember us-gaap:FairValueInputsLevel1Member 2019-03-31 0001731176 us-gaap:FairValueMeasurementsRecurringMember us-gaap:USTreasurySecuritiesMember 2019-03-31 0001731176 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel2Member us-gaap:USTreasurySecuritiesMember 2019-03-31 0001731176 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member us-gaap:USTreasurySecuritiesMember 2019-03-31 0001731176 us-gaap:PrivatePlacementMember 2018-01-01 2018-12-31 0001731176 TOTAU:StockRightsMember 2019-01-01 2019-03-31 0001731176 us-gaap:USTreasurySecuritiesMember 2018-12-31 0001731176 us-gaap:IPOMember TOTAU:ChardanMember 2018-01-01 2018-08-06 0001731176 us-gaap:IPOMember TOTAU:ChardanMember 2018-01-01 2018-12-31 0001731176 2019-01-01 2019-03-31 0001731176 2018-01-01 2018-03-31 0001731176 2019-03-31 0001731176 2018-03-31 0001731176 us-gaap:USTreasurySecuritiesMember 2019-01-01 2019-03-31 0001731176 us-gaap:USTreasurySecuritiesMember 2019-03-31 0001731176 us-gaap:CashMember 2019-03-31 0001731176 TOTAU:ChardanMember 2019-01-01 2019-03-31 0001731176 TOTAU:InitialShareholderMember 2019-03-31 0001731176 us-gaap:USTreasurySecuritiesMember 2018-01-01 2018-12-31 0001731176 us-gaap:USTreasurySecuritiesMember 2019-03-31 0001731176 us-gaap:CommonStockMember 2018-01-01 2018-03-31 0001731176 us-gaap:CommonStockMember 2019-01-01 2019-03-31 0001731176 us-gaap:CommonStockMember 2017-12-31 0001731176 us-gaap:CommonStockMember 2018-03-31 0001731176 us-gaap:CommonStockMember 2018-12-31 0001731176 us-gaap:CommonStockMember 2019-03-31 0001731176 us-gaap:AdditionalPaidInCapitalMember 2018-01-01 2018-03-31 0001731176 us-gaap:AdditionalPaidInCapitalMember 2019-01-01 2019-03-31 0001731176 us-gaap:AdditionalPaidInCapitalMember 2017-12-31 0001731176 us-gaap:AdditionalPaidInCapitalMember 2018-03-31 0001731176 us-gaap:AdditionalPaidInCapitalMember 2018-12-31 0001731176 us-gaap:AdditionalPaidInCapitalMember 2019-03-31 0001731176 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-01-01 2019-03-31 0001731176 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2017-12-31 0001731176 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-03-31 0001731176 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-12-31 0001731176 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-03-31 0001731176 us-gaap:RetainedEarningsMember 2018-01-01 2018-03-31 0001731176 us-gaap:RetainedEarningsMember 2019-01-01 2019-03-31 0001731176 us-gaap:RetainedEarningsMember 2017-12-31 0001731176 us-gaap:RetainedEarningsMember 2018-03-31 0001731176 us-gaap:RetainedEarningsMember 2018-12-31 0001731176 us-gaap:RetainedEarningsMember 2019-03-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure

743783

648537

62800

0.0001

2000000

0.0001

100000000

1987165

1992597

1987165

1992597

46000000

100

215000

1150000

Each Unit consistes of one ordinary share and one warrant

1150000

1840000

5965000

46693

26682

46370520

46648255

46647193

1062

1840000

3977835

3972403

-20011

-55175

25683

-95246

-12522

25000

75322

0 13632 0 1

46647193

.04 200000 15000

32564

-95246

62800

Fair Value of Financial Instruments   FASB ASC Topic 820 “Fair Value Measurements and Disclosures” defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. FASB ASC Topic 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances.    The fair value hierarchy is categorized into three levels based on the inputs as follows:   <table cellspacing="0" cellpadding="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 12%; text-align: justify">Level 1 —</td> <td style="width: 88%"> Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.  </td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">Level 2 —</td> <td> Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.  </td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">Level 3 —</td> <td style="text-align: justify">Valuations based on inputs that are unobservable and significant to the overall fair value measurement.</td></tr> </table>   The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash and cash equivalents, and other current assets, accrued expenses, due to sponsor are estimated to approximate the carrying values as of March 31, 2019 due to the short maturities of such instruments.   The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2019, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.   <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td> </td><td> </td> <td colspan="2" style="text-align: center">March 31, 2019</td><td> </td><td> </td> <td colspan="2" style="text-align: center">Quoted Prices In Active Markets</td><td> </td><td> </td> <td colspan="2" style="text-align: center">Significant Other Observable Inputs</td><td> </td><td> </td> <td colspan="2" style="text-align: center">Significant Other Unobservable Inputs</td><td> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1pt solid">Description</td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1pt solid">(Unaudited)</td><td style="padding-bottom: 1pt"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1pt solid">(Level 1)</td><td style="padding-bottom: 1pt"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1pt solid">(Level 2)</td><td style="padding-bottom: 1pt"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1pt solid">(Level 3)</td><td style="padding-bottom: 1pt"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(238,238,238)"> <td style="text-indent: -5.65pt; padding-left: 5.65pt">Assets:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 40%; text-align: left; padding-bottom: 2.5pt; text-indent: -5.65pt; padding-left: 5.65pt">U.S. Treasury Securities held in Trust Account*</td><td style="width: 2%; padding-bottom: 2.5pt"> </td> <td style="width: 1%; border-bottom: Black 2.5pt double; text-align: left">$</td><td style="width: 11%; border-bottom: Black 2.5pt double; text-align: right">46,647,193</td><td style="width: 1%; padding-bottom: 2.5pt; text-align: left"> </td><td style="width: 2%; padding-bottom: 2.5pt"> </td> <td style="width: 1%; border-bottom: Black 2.5pt double; text-align: left">$</td><td style="width: 11%; border-bottom: Black 2.5pt double; text-align: right">46,647,193</td><td style="width: 1%; padding-bottom: 2.5pt; text-align: left"> </td><td style="width: 2%; padding-bottom: 2.5pt"> </td> <td style="width: 1%; border-bottom: Black 2.5pt double; text-align: left">$</td><td style="width: 11%; border-bottom: Black 2.5pt double; text-align: right">–</td><td style="width: 1%; padding-bottom: 2.5pt; text-align: left"> </td><td style="width: 2%; padding-bottom: 2.5pt"> </td> <td style="width: 1%; border-bottom: Black 2.5pt double; text-align: left">$</td><td style="width: 11%; border-bottom: Black 2.5pt double; text-align: right">–</td><td style="width: 1%; padding-bottom: 2.5pt; text-align: left"> </td></tr> </table>   *included in cash and investments held in trust account on the Company’s balance sheet.

<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td> </td><td> </td> <td colspan="2" style="text-align: center">March 31, 2019</td><td> </td><td> </td> <td colspan="2" style="text-align: center">Quoted Prices In Active Markets</td><td> </td><td> </td> <td colspan="2" style="text-align: center">Significant Other Observable Inputs</td><td> </td><td> </td> <td colspan="2" style="text-align: center">Significant Other Unobservable Inputs</td><td> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1pt solid">Description</td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1pt solid">(Unaudited)</td><td style="padding-bottom: 1pt"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1pt solid">(Level 1)</td><td style="padding-bottom: 1pt"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1pt solid">(Level 2)</td><td style="padding-bottom: 1pt"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1pt solid">(Level 3)</td><td style="padding-bottom: 1pt"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(238,238,238)"> <td style="text-indent: -5.65pt; padding-left: 5.65pt">Assets:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 40%; text-align: left; padding-bottom: 2.5pt; text-indent: -5.65pt; padding-left: 5.65pt">U.S. Treasury Securities held in Trust Account*</td><td style="width: 2%; padding-bottom: 2.5pt"> </td> <td style="width: 1%; border-bottom: Black 2.5pt double; text-align: left">$</td><td style="width: 11%; border-bottom: Black 2.5pt double; text-align: right">46,647,193</td><td style="width: 1%; padding-bottom: 2.5pt; text-align: left"> </td><td style="width: 2%; padding-bottom: 2.5pt"> </td> <td style="width: 1%; border-bottom: Black 2.5pt double; text-align: left">$</td><td style="width: 11%; border-bottom: Black 2.5pt double; text-align: right">46,647,193</td><td style="width: 1%; padding-bottom: 2.5pt; text-align: left"> </td><td style="width: 2%; padding-bottom: 2.5pt"> </td> <td style="width: 1%; border-bottom: Black 2.5pt double; text-align: left">$</td><td style="width: 11%; border-bottom: Black 2.5pt double; text-align: right">–</td><td style="width: 1%; padding-bottom: 2.5pt; text-align: left"> </td><td style="width: 2%; padding-bottom: 2.5pt"> </td> <td style="width: 1%; border-bottom: Black 2.5pt double; text-align: left">$</td><td style="width: 11%; border-bottom: Black 2.5pt double; text-align: right">–</td><td style="width: 1%; padding-bottom: 2.5pt; text-align: left"> </td></tr> </table>   *included in cash and investments held in trust account on the Company’s balance sheet.

NOTE 4 — PUBLIC OFFERING   On August 6, 2018, the Company sold 4,600,000 units at a price of $10.00 per Public Unit in the Public Offering. Each Public Unit consists of one ordinary share of the Company, $0.0001 par value per share (the “Public Shares”), one warrant (the “Public Warrant”) entitling its holder to purchase one-half of one Public Share at a price of $11.50 per whole share, and one right (the “Public Rights”). Each Public Right entitles the holder to receive one-tenth (1/10) of an ordinary share upon consummation of an initial business combination. In addition, the Company sold to Chardan, for $100, an option to purchase up to 220,000 units exercisable at $11.50 per unit pursuant to the Unit Purchase Option agreement, commencing on the later of the consummation of a business combination and six months from the effective date of the Registration Statement. As of March 31, 2019, no options were exercised.   The Company accounted for the unit purchase option, inclusive of the receipt of $100 cash payment, as an expense of the IPO resulting in a charge directly to shareholders’ equity. The Company estimated the fair value of this unit purchase option to be approximately $653,400 (or $2.97 per Unit) using the Black-Scholes option-pricing model. The fair value of the unit purchase option granted to the underwriters was estimated as of the date of grant using the following assumptions: (1) expected volatility of 35%, (2) risk-free interest rate of 2.44% and (3) expected life of five years. The option and such units purchased pursuant to the option, as well as the ordinary share underlying such units, the rights included in such units, the ordinary share that is issuable for the rights included in such units, the warrants included in such units, and the shares underlying such warrants, have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 5110(g)(1) of FINRA’s NASDAQ Conduct Rules. Additionally, the option may not be sold, transferred, assigned, pledged or hypothecated for a one-year period (including the foregoing 180-day period) following the date of IPO except to any underwriter and selected dealer participating in the IPO and their bona fide officers or partners. The option grants to holders demand and “piggy back” rights for periods of five and seven years, respectively, from the effective date of the registration statement with respect to the registration under the Securities Act of the securities directly and indirectly issuable upon exercise of the option. The Company will bear all fees and expenses attendant to registering the securities, other than underwriting commissions which will be paid for by the holders themselves. The exercise price and number of units issuable upon exercise of the option may be adjusted in certain circumstances including in the event of a stock dividend, or the Company’s recapitalization, reorganization, merger or consolidation. However, the option will not be adjusted for issuances of ordinary shares at a price below its exercise price.   If the Company does not complete its business combination within the applicable time period described in Note 1, the Public Warrants and Public Rights will expire and be worthless. Since the Company is not required to net cash settle the Rights and the Rights are convertible upon the consummation of an initial business combination, the Management determined that the Rights are classified within shareholders’ equity as “Additional paid-in capital” upon their issuance in accordance with ASC 815-40. The proceeds from the sale are allocated to Public Shares, Public Warrants and Public Rights based on the relative fair value of the securities in accordance with ASC 470-20-30. The value of the Public Shares and Rights will be based on the closing price paid by investors.   The Company paid an upfront underwriting discount of $1,150,000 (2.5%) of the per unit offering price to the underwriter at the closing of the Public Offering, with an additional fee of $1,840,000 (the “Deferred Discount”) of 4.0% of the gross offering proceeds payable upon the Company’s completion of the business combination. The Deferred Discount will become payable to the underwriter from the amounts held in the Trust Account solely in the event the Company completes its business combination. In the event that the Company does not close the business combination, the underwriter has waived its right to receive the Deferred Discount. The underwriter is not entitled to any interest accrued on the Deferred Discount. In addition, pursuant to our agreement with the underwriters, the amount of Deferred Discount payable to Chardan will be reduced by $0.20 (2.0%) for each unit that is redeemed by shareholders in connection with a business combination.   On August 6, 2018, Chardan Capital Markets, LLC acquired an option to purchase up to a total of 220,000 units at $11.50 per unit for $100.   As of March 31, 2019, no options were exercised. NOTE 5 – PRIVATE PLACEMENT   Simultaneously with the closing of the Public Offering, the Company consummated a private placement of (i) 200,000 Private Units, at $10.00 per unit, purchased by the Sponsor.   Simultaneously with the sale of the Over-Allotment Units, the Company consummated a private placement of 15,000 Private Units, at $10.00 per unit, purchased by the Sponsor.   The Private Units are identical to the units sold in this offering except that the private warrants will be non-redeemable and may be exercised on a cashless basis.

220000

304914

27179

220000

11.50

653400

107007

139571

4600000 Tottenham Acquisition I Ltd 0001731176 10-Q 2019-03-31 false --12-31 No Non-accelerated Filer Q1 2019 true true false

790476

675219

47160996

47323474

115233

60058

107007

139571

222240

199629

2062240

2039629

40098755

40283844

199

200

4955581

4770491

27179

304914

17042

-75604

47160996

47323474

5000001

-2386

5000001

-15592

115

199

200

24885

4955581

4770491

27179

304914

-2387

-40592

17042

-75604

10.08

10.14

92663

38205

92663

38205

-92646

-38205

-92646

-38205

-92646

277735

185089

-38205

1992597

613800

-0.05

-0.06

50322

NOTE 1 – ORGANIZATION AND BUSINESS BACKGROUND   Tottenham Acquisition I Limited (the “Company” or “we”, “us” and “our”) is a newly organized blank check company incorporated on November 13, 2017, under the laws of the British Virgin Islands for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination with one or more businesses or entities (an “initial business combination”). Although the Company is not limited to a particular geographic region, the Company intends to focus on operating businesses with primary operations in Asia (with an emphasis in China).   As of March 31, 2019, the Company had not commenced any operations. All activities through March 31, 2019 relate to the Company’s formation and the proposed public offering as described below. The Company has selected December 31 as its fiscal year end.   Financing   The registration statement for the Company’s initial public offering (the “Public Offering” as described in Note 3) was declared effective by the United States Securities and Exchange Commission (“SEC”) on August 1, 2018. The Company consummated the Public Offering on August 6, 2018 of 4,600,000 units at $10.00 per unit (the “Public Units’) and sold to initial shareholders and Chardan Capital Markets, LLC options to purchase 220,000 units at $11.50 per unit for $100. The Company received net proceeds of approximately $46,000,000 (which includes deferred underwriting commissions of $1,840,000).   Trust Account   Upon the closing of the Public Offering and the private placement, $46,000,000 was placed in a trust account (the “Trust Account”) with Continental Stock Transfer & Trust Company, LLC acting as trustee. The funds held in the Trust Account can be invested in United States government treasury bills, bonds or notes, having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act until the earlier of (i) the consummation of the Company’s initial business combination within the required time period and (ii) the redemption of 100% of the outstanding public shares if the Company has not completed an initial business combination in the required time period. Placing funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors, service providers, prospective target businesses or other entities it engages, execute agreements with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements. The remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. Additionally, the interest earned on the Trust Account balance may be released to the Company to pay the Company’s tax obligations.   Business Combination   Pursuant to Nasdaq listing rules, the Company’s initial business combination must occur with one or more target businesses having an aggregate fair market value equal to at least 80% of the value of the funds in the Trust Account (excluding any deferred underwriter’s fees and taxes payable on the income earned on the Trust Account), which the Company refers to as the 80% test, at the time of the execution of a definitive agreement for our initial business combination, although the Company may structure a business combination with one or more target businesses whose fair market value significantly exceeds 80% of the trust account balance. If the Company is no longer listed on Nasdaq, it will not be required to satisfy the 80% test. The Company currently anticipates structuring a business combination to acquire 100% of the equity interests or assets of the target business or businesses.   The Company may, however, structure a business combination where the Company merges directly with the target business or where the Company acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but the Company will only complete such business combination if the post-transaction company owns 50% or more of the outstanding voting securities of the target or otherwise owns a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% test.   The Company will either seek shareholder approval of any business combination at a meeting called for such purpose at which shareholders may seek to convert their shares into their pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, or provide shareholders with the opportunity to sell their shares to the Company by means of a tender offer for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid. These shares have been recorded at redemption value and are classified as temporary equity, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “ Distinguishing Liabilities from Equity .” The Company will proceed with a business combination only if it will have net tangible assets of at least $5,000,001 upon consummation of the business combination and, solely if shareholder approval is sought, a majority of the outstanding ordinary shares of the Company voted are voted in favor of the business combination.   In connection with any shareholder vote required to approve any business combination, the Initial Shareholders have agreed (i) to vote any of their respective shares, including the ordinary shares sold to the Initial Shareholders in connection with the organization of the Company (the “Initial Shares”), ordinary shares included in the Private Units sold in the Private Placement, and any ordinary shares which were initially issued in connection with the Public Offering, whether acquired in or after the effective date of the IPO, in favor of the initial business combination and (ii) not to convert such respective shares into a pro rata portion of the Trust Account or seek to sell their shares in connection with any tender offer the Company engages in.   Liquidation   If the Company does not complete a business combination within 12 months from the consummation of this offering, it will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the amended and restated memorandum and articles of association. As a result, this has the same effect as if the Company had formally gone through a voluntary liquidation procedure under the Companies Law. Accordingly, no vote would be required from our shareholders to commence such a voluntary winding up, dissolution and liquidation. However, if the Company anticipates that the Company may not be able to consummate its initial business combination within 12 months, the Company may, but is not obligated to, extend the period of time to consummate a business combination three times by an additional three months each time (for a total of up to 21 months to complete a business combination). Pursuant to the terms of the amended and restated memorandum and articles of association and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company, LLC on the effective date of the Registration Statement, in order to extend the time available for the Company to consummate our initial business combination, the Company’s insiders or their affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account $460,000 ($0.10 per share), on or prior to the date of the applicable deadline. The insiders will receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event that the Company is unable to close a business combination unless there are funds available outside the trust account to do so. Such notes would either be paid upon consummation of the Company’s initial business combination, or, at the lender’s discretion, converted upon consummation of our business combination into additional private units at a price of $10.00 per unit. The Company’s shareholders have approved the issuance of the private units upon conversion of such notes, to the extent the holder wishes to so convert such notes at the time of the consummation of the Company’s initial business combination. In the event that the Company receives notice from the Company’s insiders five days prior to the applicable deadline of their intent to effect an extension, the Company intends to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, the Company intends to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. The Company’s insiders and their affiliates or designees are not obligated to fund the trust account to extend the time for the Company to complete our initial business combination. To the extent that some, but not all, of the Company’s insiders, decide to extend the period of time to consummate the Company initial business combination, such insiders (or their affiliates or designees) may deposit the entire amount required. If the Company is unable to consummate the Company’s initial business combination within such time period, the Company will, as promptly as possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding public shares for a pro rata portion of the funds held in the trust account, including a pro rata portion of any interest earned on the funds held in the trust account and not necessary to pay taxes, and then seek to liquidate and dissolve. However, the Company may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of the Company’s public shareholders. In the event of dissolution and liquidation, the public rights will expire and will be worthless.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES   Basis of presentation   These accompanying financial statements have been prepared in U.S. Dollars in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the financial statements not misleading have been included. Operating results for the interim period ended March 31, 2019 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2019. The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis, and the financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended December 31, 2018, filed with the SEC on March 15, 2019.   Use of Estimates   The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.   Cash   The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of March 31, 2019.   Cash and Investments Held in Trust Account   At March 31, 2019, the assets held in the Trust Account are held in cash and US Treasury securities.   The Company classifies marketable securities as available-for-sale at the time of purchase and reevaluates such classification as of each balance sheet date. All marketable securities are recorded at their estimated fair value. Unrealized gains and losses for available-for-sale securities are recorded in other comprehensive income. The Company evaluates its investments to assess whether those with unrealized loss positions are other than temporarily impaired. Impairments are considered other than temporary if they are related to deterioration in credit risk or if it is likely the Company will sell the securities before the recovery of the cost basis. Realized gains and losses and declines in value determined to be other than temporary are determined based on the specific identification method and are reported in other income (expense), net in the statements of operations.   Ordinary Shares Subject to Possible Redemption   The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “ Distinguishing Liabilities from Equity .” Ordinary share subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. As of March 31, 2019, the Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control. 3,972,403 ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.   Offering Costs   The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses of Offering ”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and that were charged to shareholders’ equity upon the completion of the Public Offering.   Fair Value of Financial Instruments   FASB ASC Topic 820 “Fair Value Measurements and Disclosures” defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. FASB ASC Topic 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances.   The fair value hierarchy is categorized into three levels based on the inputs as follows:   <table cellspacing="0" cellpadding="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 12%; text-align: justify">Level 1 —</td> <td style="width: 88%"> Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.  </td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">Level 2 —</td> <td> Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.  </td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">Level 3 —</td> <td style="text-align: justify">Valuations based on inputs that are unobservable and significant to the overall fair value measurement.</td></tr> </table>   The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash and cash equivalents, and other current assets, accrued expenses, due to sponsor are estimated to approximate the carrying values as of March 31, 2019 due to the short maturities of such instruments.   The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2019, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.     <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td> </td><td> </td> <td colspan="2" style="text-align: center">March 31, 2019</td><td> </td><td> </td> <td colspan="2" style="text-align: center">Quoted Prices In Active Markets</td><td> </td><td> </td> <td colspan="2" style="text-align: center">Significant Other Observable Inputs</td><td> </td><td> </td> <td colspan="2" style="text-align: center">Significant Other Unobservable Inputs</td><td> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1pt solid">Description</td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1pt solid">(Unaudited)</td><td style="padding-bottom: 1pt"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1pt solid">(Level 1)</td><td style="padding-bottom: 1pt"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1pt solid">(Level 2)</td><td style="padding-bottom: 1pt"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1pt solid">(Level 3)</td><td style="padding-bottom: 1pt"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(238,238,238)"> <td style="text-indent: -5.65pt; padding-left: 5.65pt">Assets:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 40%; text-align: left; padding-bottom: 2.5pt; text-indent: -5.65pt; padding-left: 5.65pt">U.S. Treasury Securities held in Trust Account*</td><td style="width: 2%; padding-bottom: 2.5pt"> </td> <td style="width: 1%; border-bottom: Black 2.5pt double; text-align: left">$</td><td style="width: 11%; border-bottom: Black 2.5pt double; text-align: right">46,647,193</td><td style="width: 1%; padding-bottom: 2.5pt; text-align: left"> </td><td style="width: 2%; padding-bottom: 2.5pt"> </td> <td style="width: 1%; border-bottom: Black 2.5pt double; text-align: left">$</td><td style="width: 11%; border-bottom: Black 2.5pt double; text-align: right">46,647,193</td><td style="width: 1%; padding-bottom: 2.5pt; text-align: left"> </td><td style="width: 2%; padding-bottom: 2.5pt"> </td> <td style="width: 1%; border-bottom: Black 2.5pt double; text-align: left">$</td><td style="width: 11%; border-bottom: Black 2.5pt double; text-align: right">–</td><td style="width: 1%; padding-bottom: 2.5pt; text-align: left"> </td><td style="width: 2%; padding-bottom: 2.5pt"> </td> <td style="width: 1%; border-bottom: Black 2.5pt double; text-align: left">$</td><td style="width: 11%; border-bottom: Black 2.5pt double; text-align: right">–</td><td style="width: 1%; padding-bottom: 2.5pt; text-align: left"> </td></tr> </table>   *included in cash and investments held in trust account on the Company’s balance sheet.   Concentration of Credit Risk   Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and trust accounts in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.   Income Taxes   The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under the asset and liability, method as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liability is settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the operation of statement in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.   ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.   Net Loss Per Share   The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing the net loss by the weighted-average number of ordinary shares outstanding during the period, excluding ordinary shares subject to possible conversion. Diluted loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding, plus to the extent dilutive, the incremental number of ordinary shares to settle rights and other ordinary share equivalents (currently none outstanding), as calculated using the treasury stock method. Ordinary shares subject to possible conversion at March 31, 2019, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic and diluted loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of rights that convert into 220,000 ordinary shares in the unit purchase option sold to the underwriter, in the calculation of diluted loss per share, since the conversion of the rights into ordinary shares would be anti-dilutive.   Related Parties   Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.   Recent accounting pronouncements   The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on the results of operations, financial condition, or cash flows, based on the current information.

220000

277735 0 185089 0

NOTE 3 — CASH AND INVESTMENT HELD IN TRUST ACCOUNT   As of March 31, 2019, investment securities in the Company’s Trust Account consisted of $46,647,193 in United States Treasury Bills and $1,062 in cash. The Company classifies its United States Treasury securities as available-for-sale. Available-for-sale marketable securities are recorded at their estimated fair value on the accompanying March 31, 2019 balance sheet. The carrying value, including gross unrealized holding gain as other comprehensive income and fair value of held to marketable securities on March 31, 2019 is as follows:   <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td style="text-align: justify"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1pt solid">Carrying Value as of March 31, 2019 (unaudited)</td><td style="padding-bottom: 1pt"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1pt solid">Gross Unrealized Holding Gain</td><td style="padding-bottom: 1pt"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1pt solid">Fair Value as of March 31, 2019 (unaudited)</td><td style="padding-bottom: 1pt"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"> </td><td> </td> <td colspan="2" style="text-align: justify"> </td><td> </td><td> </td> <td colspan="2" style="text-align: justify"> </td><td> </td><td> </td> <td colspan="2" style="text-align: justify"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(238,238,238)"> <td style="width: 55%; text-align: justify">Available-for-sale marketable securities:</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 11%; text-align: right"> </td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 11%; text-align: right"> </td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 11%; text-align: right"> </td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: justify; padding-bottom: 2.5pt">U.S. Treasury Securities</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">46,342,279</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">304,914</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">46,647,193</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table>   <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td style="text-align: justify"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1pt solid">Carrying Value as of December 31, 2018</td><td style="padding-bottom: 1pt"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1pt solid">Gross Unrealized Holding Gain</td><td style="padding-bottom: 1pt"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1pt solid">Fair Value as of December 31, 2018</td><td style="padding-bottom: 1pt"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"> </td><td> </td> <td colspan="2" style="text-align: justify"> </td><td> </td><td> </td> <td colspan="2" style="text-align: justify"> </td><td> </td><td> </td> <td colspan="2" style="text-align: justify"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(238,238,238)"> <td style="width: 55%; text-align: justify">Available-for-sale marketable securities:</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 11%; text-align: right"> </td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 11%; text-align: right"> </td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 11%; text-align: right"> </td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: justify; padding-bottom: 2.5pt">U.S. Treasury Securities</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">46,342,279</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">27,179</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">46,369,458</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table>

<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td style="text-align: justify"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1pt solid">Carrying Value as of March 31, 2019 (unaudited)</td><td style="padding-bottom: 1pt"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1pt solid">Gross Unrealized Holding Gain</td><td style="padding-bottom: 1pt"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1pt solid">Fair Value as of March 31, 2019 (unaudited)</td><td style="padding-bottom: 1pt"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"> </td><td> </td> <td colspan="2" style="text-align: justify"> </td><td> </td><td> </td> <td colspan="2" style="text-align: justify"> </td><td> </td><td> </td> <td colspan="2" style="text-align: justify"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(238,238,238)"> <td style="width: 55%; text-align: justify">Available-for-sale marketable securities:</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 11%; text-align: right"> </td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 11%; text-align: right"> </td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 11%; text-align: right"> </td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: justify; padding-bottom: 2.5pt">U.S. Treasury Securities</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">46,342,279</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">304,914</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">46,647,193</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table>   <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td style="text-align: justify"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1pt solid">Carrying Value as of December 31, 2018</td><td style="padding-bottom: 1pt"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1pt solid">Gross Unrealized Holding Gain</td><td style="padding-bottom: 1pt"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1pt solid">Fair Value as of December 31, 2018</td><td style="padding-bottom: 1pt"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"> </td><td> </td> <td colspan="2" style="text-align: justify"> </td><td> </td><td> </td> <td colspan="2" style="text-align: justify"> </td><td> </td><td> </td> <td colspan="2" style="text-align: justify"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(238,238,238)"> <td style="width: 55%; text-align: justify">Available-for-sale marketable securities:</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 11%; text-align: right"> </td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 11%; text-align: right"> </td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 11%; text-align: right"> </td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: justify; padding-bottom: 2.5pt">U.S. Treasury Securities</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">46,342,279</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">27,179</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">46,369,458</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table>

46342279

46369458

46647193

1000

1150000

1987165

1992597

1000

25000

115

24885

5432 -185089 1 -185090

277735

EX-101.SCH 6 totau-20190331.xsd XBRL SCHEMA FILE 00000001 - Document - Document and Entity Information link:presentationLink link:calculationLink link:definitionLink 00000002 - Statement - Condensed Balance Sheets (Unaudited) link:presentationLink link:calculationLink link:definitionLink 00000003 - Statement - Condensed Balance Sheets (Unaudited) (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 00000004 - Statement - Condensed Statements of Operations and Comprehensive Income (Loss) (Unaudited) link:presentationLink link:calculationLink link:definitionLink 00000005 - Statement - Condensed Statements of Changes in Shareholders' Equity (Deficiency) link:presentationLink link:calculationLink link:definitionLink 00000006 - Statement - Condensed Statement of Cash Flows (Unaudited) link:presentationLink link:calculationLink link:definitionLink 00000007 - Disclosure - 1. Organization and Business Background link:presentationLink link:calculationLink link:definitionLink 00000008 - Disclosure - 2. Significant Accounting Policies link:presentationLink link:calculationLink link:definitionLink 00000009 - Disclosure - 3. Cash and Investment Held in Trust Account link:presentationLink link:calculationLink link:definitionLink 00000010 - Disclosure - 4. Public Offering link:presentationLink link:calculationLink link:definitionLink 00000011 - Disclosure - 5. Private Placement link:presentationLink link:calculationLink link:definitionLink 00000012 - Disclosure - 6. Related Party Transactions link:presentationLink link:calculationLink link:definitionLink 00000013 - Disclosure - 7. Shareholders' Equity link:presentationLink link:calculationLink link:definitionLink 00000014 - Disclosure - 8. Commitments and Contingencies link:presentationLink link:calculationLink link:definitionLink 00000015 - Disclosure - 2. Significant Accounting Policies (Policies) link:presentationLink link:calculationLink link:definitionLink 00000016 - Disclosure - 2. Significant Accounting Policies (Tables) link:presentationLink link:calculationLink link:definitionLink 00000017 - Disclosure - 3. Cash and Investment Held in Trust Account (Tables) link:presentationLink link:calculationLink link:definitionLink 00000018 - Disclosure - 1. Organization and Business Background (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000019 - Disclosure - 2. Significant Accounting Policies (Details) link:presentationLink link:calculationLink link:definitionLink 00000020 - Disclosure - 2. Significant Accounting Policies (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000021 - Disclosure - 3. Cash and Investment Held in Trust Account (Details) link:presentationLink link:calculationLink link:definitionLink 00000022 - Disclosure - 3. Cash and Investment Held in Trust Account (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000023 - Disclosure - 4. Public Offering (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000024 - Disclosure - 5. Private Placement (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000025 - Disclosure - 6. Related Party Transactions (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000026 - Disclosure - 7. Shareholders' Equity (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000027 - Disclosure - 8. Commitments and Contingencies (Details Narrative) link:presentationLink link:calculationLink link:definitionLink EX-101.CAL 7 totau-20190331_cal.xml XBRL CALCULATION FILE EX-101.DEF 8 totau-20190331_def.xml XBRL DEFINITION FILE EX-101.LAB 9 totau-20190331_lab.xml XBRL LABEL FILE Sale of Stock [Axis] I P O [Member] Private Placement [Member] Measurement Frequency [Axis] Fair Value Measurements Recurring [Member] Financial Instrument [Axis] US Treasury Securities [Member] Fair Value Hierarchy and NAV [Axis] Fair Value Inputs Level 1 [Member] Fair Value Inputs Level 2 [Member] Fair Value Inputs Level 3 [Member] Antidilutive Securities [Axis] Stock Rights [Member] Counterparty Name [Axis] Chardan Capital Markets [Member] Cash And Cash Equivalents [Axis] Cash [Member] Related Party [Axis] Initial Shareholder [Member] Equity Components [Axis] Common Stock Additional Paid-In Capital Other Comprehensive Income / Loss Retained Earnings / Accumulated Deficit Document And Entity Information Entity Registrant Name Entity Central Index Key Document Type Document Period End Date Amendment Flag Current Fiscal Year End Date Is Entity's Reporting Status Current? Entity Filer Category Entity Public Float Entity Common Stock, Shares Outstanding Document Fiscal Period Focus Document Fiscal Year Focus Entity Emerging Growth Company Entity Small Business Entity Ex Transition Period Entity Well Known Seasoned Issuer Entity Voluntary Filer Entity Shell Company Statement of Financial Position [Abstract] ASSETS Current assets: Cash Cash held in escrow Total Current Assets Cash and investments held in trust account TOTAL ASSETS LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accrued liabilities Amount due to a related party Total Current Liabilities Deferred underwriting compensation TOTAL LIABILITIES Commitments and contingencies Ordinary shares, subject to conversion: 3,972,403 and 3,977,835 shares (at conversion value of $10.14 and $10.08 per share) as of March 31, 2019 and December 31, 2018, respectively Shareholders' Equity: Preferred shares, $0.0001 par value; 2,000,000 shares authorized; no share issued Ordinary shares, $0.0001 par value; 100,000,000 shares authorized; 1,992,597 and 1,987,165 shares issued and outstanding (excluding 3,972,403 and 3,977,835 shares subject to conversion) Additional paid-in capital Accumulated other comprehensive income Retained earnings (accumulated deficit) Total Shareholders' Equity TOTAL LIABILITIES AND SHAREHOLDERS'EQUITY Preferred shares, par value Preferred shares, authorized Preferred shares, issued Preferred shares, outstanding Common stock, par value Common stock, authorized Common stock, issued Common stock, outstanding Ordinary shares subject to conversion Conversion rate per share Income Statement [Abstract] Formation, general and administrative expenses Total operating expenses Other income Interest income Loss before income taxes Income taxes NET LOSS Other comprehensive income: Unrealized gain on available held for sale securities COMPREHENSIVE INCOME (LOSS) Basic and diluted weighted average shares outstanding Basic and diluted net loss per share Statement [Table] Statement [Line Items] Beginning balance, shares Beginning balance, value Repurchase of ordinary shares by the Initial Shareholders, shares Repurchase of ordinary shares by the Initial Shareholders, value Issuance of ordinary shares to the Initial Shareholder, shares Issuance of ordinary shares to the Initial Shareholder, value Change in fair value of ordinary shares subject to possible conversion, shares Change in fair value of ordinary shares subject to possible conversion, value Unrealized holding gain on available-for-sale securities Net loss Ending balance, shares Ending balance, value Statement of Cash Flows [Abstract] Cash flow from operating activities Adjustments to reconcile net loss to net cash used in operating activities Change in operating assets and liabilities: Decrease in prepayments (Decrease) increase in accrued liabilities Increase in amount due to related party Cash used in operating activities Cash flows from investing activities Proceeds deposited in Trust Account Net cash used in investing activities Cash flows from financing activities Proceeds from a related party Proceeds from sale of ordinary shares to related party Net cash provided by financing activities NET CHANGE IN CASH Cash, beginning of period Cash, end of period SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: Unrealized gain on Trust Account Changes in ordinary shares subject to conversion Deferred offering costs were paid by a related party Repurchase of ordinary shares from a founder shareholder Organization, Consolidation and Presentation of Financial Statements [Abstract] Organization and Business Background Accounting Policies [Abstract] Significant Accounting Policies Receivables [Abstract] Cash and Investment Held in Trust Account Public Offering Public Offering Private Placement Private Placement Related Party Transactions [Abstract] Related Party Transactions Equity [Abstract] Shareholders' Equity Commitments and Contingencies Disclosure [Abstract] Commitments and Contingencies Basis of Presentation Use of estimates Cash Cash and Investments Held in Trust Account Ordinary Shares Subject to Possible Redemption Offering costs Fair Value of Financial Instruments Concentration of Credit Risk Income taxes Net loss per share Related parties Recent accounting pronouncements Fair value on a recurring basis Cash and investment held in trust Units issued Unit description Options issued Proceeds from sale of equity Deferred underwriting commissions US Treasury Securities held in Trust Account Cash equivalents Possible antidilutive shares Available-for-sale marketable securities carrying value Available-for-sale marketable securities gross unrealized holding gain Available-for-sale marketable securities fair value Cash and Cash Equivalents [Axis] Cash and investments held in trust Payment of underwriting discount Deferred discount Options granted Options exercised Option price Proceeds from options Fair value of unit purchase option Sale of ordinary shares to the Initial Shareholder in private placement, shares Sale of over-allotment units, shares Due to related party Stock issued new, shares Deferred discount percentage Deferred discount percentage Deferred offering costs were paid by a related party Unit description Fair value of unit purchase option Disclosure of private placement [Text Block] Disclosure for public offering [Text Block] Related parties policy [Policy Text Block] Repurchase of ordinary shares from a founder shareholder Sale of ordinary shares to the Initial Shareholder in private placement, shares Sale of over-allotment units, shares Units issued Unrealized gain on Trust Account Changes in ordinary shares subject to conversion Change in fair value of ordinary shares subject to possible conversion, shares Change in fair value of ordinary shares subject to possible conversion, value Assets, Current Assets Liabilities, Current Liabilities Stockholders' Equity Attributable to Parent Liabilities and Equity General and Administrative Expense Operating Expenses Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest Comprehensive Income (Loss), Net of Tax, Attributable to Parent Shares, Outstanding Stock Repurchased During Period, Shares EX-101.PRE 10 totau-20190331_pre.xml XBRL PRESENTATION FILE XML 11 R1.htm IDEA: XBRL DOCUMENT

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2019	May 02, 2019
Document And Entity Information
Entity Registrant Name	Tottenham Acquisition I Ltd
Entity Central Index Key	0001731176
Document Type	10-Q
Document Period End Date	Mar. 31, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity's Reporting Status Current?	No
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		5,965,000
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2019
Entity Emerging Growth Company	true
Entity Small Business	true
Entity Ex Transition Period	false

XML 12 R2.htm IDEA: XBRL DOCUMENT

Condensed Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Current assets:
Cash	$ 648,537	$ 743,783
Cash held in escrow	26,682	46,693
Total Current Assets	675,219	790,476
Cash and investments held in trust account	46,648,255	46,370,520
TOTAL ASSETS	47,323,474	47,160,996
Current liabilities:
Accrued liabilities	60,058	115,233
Amount due to a related party	139,571	107,007
Total Current Liabilities	199,629	222,240
Deferred underwriting compensation	1,840,000	1,840,000
TOTAL LIABILITIES	2,039,629	2,062,240
Commitments and contingencies
Ordinary shares, subject to conversion: 3,972,403 and 3,977,835 shares (at conversion value of $10.14 and $10.08 per share) as of March 31, 2019 and December 31, 2018, respectively	40,283,844	40,098,755
Shareholders' Equity:
Preferred shares, $0.0001 par value; 2,000,000 shares authorized; no share issued	0	0
Ordinary shares, $0.0001 par value; 100,000,000 shares authorized; 1,992,597 and 1,987,165 shares issued and outstanding (excluding 3,972,403 and 3,977,835 shares subject to conversion)	200	199
Additional paid-in capital	4,770,491	4,955,581
Accumulated other comprehensive income	304,914	27,179
Retained earnings (accumulated deficit)	(75,604)	17,042
Total Shareholders' Equity	5,000,001	5,000,001
TOTAL LIABILITIES AND SHAREHOLDERS'EQUITY	$ 47,323,474	$ 47,160,996

XML 13 R3.htm IDEA: XBRL DOCUMENT

Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Preferred shares, par value	$ 0.0001	$ 0.0001
Preferred shares, authorized	2,000,000	2,000,000
Preferred shares, issued	0	0
Preferred shares, outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, authorized	100,000,000	100,000,000
Common stock, issued	1,992,597	1,987,165
Common stock, outstanding	1,992,597	1,987,165
Ordinary shares subject to conversion	3,972,403	3,977,835
Conversion rate per share	$ 10.14	$ 10.08

XML 14 R4.htm IDEA: XBRL DOCUMENT

Condensed Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Income Statement [Abstract]
Formation, general and administrative expenses	$ (92,663)	$ (38,205)
Total operating expenses	(92,663)	(38,205)
Other income
Interest income	17	0
Loss before income taxes	(92,646)	(38,205)
Income taxes	0	0
NET LOSS	(92,646)	(38,205)
Other comprehensive income:
Unrealized gain on available held for sale securities	277,735	0
COMPREHENSIVE INCOME (LOSS)	$ 185,089	$ (38,205)
Basic and diluted weighted average shares outstanding	1,992,597	613,800
Basic and diluted net loss per share	$ (0.05)	$ (0.06)

XML 15 R5.htm IDEA: XBRL DOCUMENT

Condensed Statements of Changes in Shareholders' Equity (Deficiency) - USD ($)	Common Stock	Additional Paid-In Capital	Other Comprehensive Income / Loss	Retained Earnings / Accumulated Deficit	Total
Beginning balance, shares at Dec. 31, 2017	1,000
Beginning balance, value at Dec. 31, 2017	$ 0	$ 1	$ 0	$ (2,387)	$ (2,386)
Repurchase of ordinary shares by the Initial Shareholders, shares	(1,000)
Repurchase of ordinary shares by the Initial Shareholders, value		(1)			(1)
Issuance of ordinary shares to the Initial Shareholder, shares	1,150,000
Issuance of ordinary shares to the Initial Shareholder, value	$ 115	24,885			25,000
Net loss				(38,205)	(38,205)
Ending balance, shares at Mar. 31, 2018	1,150,000
Ending balance, value at Mar. 31, 2018	$ 115	24,885	0	(40,592)	(15,592)
Beginning balance, shares at Dec. 31, 2017	1,000
Beginning balance, value at Dec. 31, 2017	$ 0	1	0	(2,387)	(2,386)
Ending balance, shares at Dec. 31, 2018	1,987,165
Ending balance, value at Dec. 31, 2018	$ 199	4,955,581	27,179	17,042	5,000,001
Change in fair value of ordinary shares subject to possible conversion, shares	5,432
Change in fair value of ordinary shares subject to possible conversion, value	$ 1	(185,090)			(185,089)
Unrealized holding gain on available-for-sale securities			277,735		277,735
Net loss				(92,646)	(92,646)
Ending balance, shares at Mar. 31, 2019	1,992,597
Ending balance, value at Mar. 31, 2019	$ 200	$ 4,770,491	$ 304,914	$ (75,604)	$ 5,000,001

XML 16 R6.htm IDEA: XBRL DOCUMENT

Condensed Statement of Cash Flows (Unaudited) - USD ($)	3 Months Ended
Condensed Statement of Cash Flows (Unaudited) - USD ($)	Mar. 31, 2019	Mar. 31, 2018
Cash flow from operating activities
Net loss	$ (92,646)	$ (38,205)
Change in operating assets and liabilities:
Decrease in prepayments	20,011	0
(Decrease) increase in accrued liabilities	(55,175)	25,683
Increase in amount due to related party	32,564	0
Cash used in operating activities	(95,246)	(12,522)
Cash flows from investing activities
Net cash used in investing activities	0	0
Cash flows from financing activities
Proceeds from a related party	0	50,322
Proceeds from sale of ordinary shares to related party	0	25,000
Net cash provided by financing activities	0	75,322
NET CHANGE IN CASH	(95,246)	62,800
Cash, beginning of period	743,783	0
Cash, end of period	648,537	62,800
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Unrealized gain on Trust Account	277,735	0
Changes in ordinary shares subject to conversion	185,089	0
Deferred offering costs were paid by a related party	0	13,632
Repurchase of ordinary shares from a founder shareholder	$ 0	$ 1

XML 17 R7.htm IDEA: XBRL DOCUMENT

1. Organization and Business Background

3 Months Ended

Mar. 31, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Business Background

NOTE 1 – ORGANIZATION AND BUSINESS BACKGROUND

Financing

Trust Account

Business Combination

The Company will either seek shareholder approval of any business combination at a meeting called for such purpose at which shareholders may seek to convert their shares into their pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, or provide shareholders with the opportunity to sell their shares to the Company by means of a tender offer for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid. These shares have been recorded at redemption value and are classified as temporary equity, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “ Distinguishing Liabilities from Equity .” The Company will proceed with a business combination only if it will have net tangible assets of at least $5,000,001 upon consummation of the business combination and, solely if shareholder approval is sought, a majority of the outstanding ordinary shares of the Company voted are voted in favor of the business combination.

Liquidation

XML 18 R8.htm IDEA: XBRL DOCUMENT

2. Significant Accounting Policies

3 Months Ended

Mar. 31, 2019

Accounting Policies [Abstract]

Significant Accounting Policies

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

Use of Estimates

Cash

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of March 31, 2019.

Cash and Investments Held in Trust Account

At March 31, 2019, the assets held in the Trust Account are held in cash and US Treasury securities.

Ordinary Shares Subject to Possible Redemption

Offering Costs

Fair Value of Financial Instruments

The fair value hierarchy is categorized into three levels based on the inputs as follows:

Level 1 —

Level 2 —

Level 3 —

Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

March 31, 2019

Quoted Prices In Active Markets

Significant Other Observable Inputs

Significant Other Unobservable Inputs

Description

(Unaudited)

(Level 1)

(Level 2)

(Level 3)

Assets:

U.S. Treasury Securities held in Trust Account*

46,647,193

–

*included in cash and investments held in trust account on the Company’s balance sheet.

Concentration of Credit Risk

Income Taxes

Net Loss Per Share

Related Parties

Recent accounting pronouncements

XML 19 R9.htm IDEA: XBRL DOCUMENT

3. Cash and Investment Held in Trust Account

3 Months Ended

Mar. 31, 2019

Receivables [Abstract]

Cash and Investment Held in Trust Account

NOTE 3 — CASH AND INVESTMENT HELD IN TRUST ACCOUNT

	Carrying Value as of March 31, 2019 (unaudited)		Gross Unrealized Holding Gain		Fair Value as of March 31, 2019 (unaudited)

Available-for-sale marketable securities:
U.S. Treasury Securities	$	46,342,279	$	304,914	$	46,647,193

	Carrying Value as of December 31, 2018		Gross Unrealized Holding Gain		Fair Value as of December 31, 2018

Available-for-sale marketable securities:
U.S. Treasury Securities	$	46,342,279	$	27,179	$	46,369,458

XML 20 R10.htm IDEA: XBRL DOCUMENT

4. Public Offering

3 Months Ended

Mar. 31, 2019

Public Offering

Public Offering

NOTE 4 — PUBLIC OFFERING

On August 6, 2018, Chardan Capital Markets, LLC acquired an option to purchase up to a total of 220,000 units at $11.50 per unit for $100.

As of March 31, 2019, no options were exercised.

XML 21 R11.htm IDEA: XBRL DOCUMENT

5. Private Placement

3 Months Ended

Mar. 31, 2019

Private Placement

Private Placement

NOTE 5 – PRIVATE PLACEMENT

Simultaneously with the closing of the Public Offering, the Company consummated a private placement of (i) 200,000 Private Units, at $10.00 per unit, purchased by the Sponsor.

Simultaneously with the sale of the Over-Allotment Units, the Company consummated a private placement of 15,000 Private Units, at $10.00 per unit, purchased by the Sponsor.

The Private Units are identical to the units sold in this offering except that the private warrants will be non-redeemable and may be exercised on a cashless basis.

XML 22 R12.htm IDEA: XBRL DOCUMENT

6. Related Party Transactions

3 Months Ended

Mar. 31, 2019

Related Party Transactions

NOTE 6 – RELATED PARTY TRANSACTIONS

Founder Shares

Related Party Payables

Administrative Services Agreement

XML 23 R13.htm IDEA: XBRL DOCUMENT

7. Shareholders' Equity

3 Months Ended

Mar. 31, 2019

Equity [Abstract]

Shareholders' Equity

NOTE 7 – SHAREHOLDERS’ EQUITY

Preferred shares

The Company is authorized to issue 2,000,000 preferred shares at par $0.0001. There is no specific preferential right associated with this class of share at the time of this filing.

Ordinary shares

The Company is authorized to issue 100,000,000 ordinary shares at par $0.0001. Holders of the Company’s ordinary shares are entitled to one vote for each share.

On August 6, 2018, the Company issued 215,000 ordinary shares under the private placement of 215,000 private units at $10 per unit, to the Sponsor.

As of March 31, 2019 and December 31, 2018, 1,992,597 and 1,987,165 ordinary shares issued and outstanding excluding 3,972,403 and 3,977,835 shares are subject to possible conversion, respectively.

XML 24 R14.htm IDEA: XBRL DOCUMENT

8. Commitments and Contingencies

3 Months Ended

Mar. 31, 2019

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 8 – COMMITMENTS AND CONTINGENCIES

Deferred Underwriter Compensation

Registration Rights

XML 25 R15.htm IDEA: XBRL DOCUMENT

2. Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2019

Accounting Policies [Abstract]

Basis of Presentation

Basis of presentation

Use of estimates

Use of Estimates

Cash

Cash

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of March 31, 2019.

Cash and Investments Held in Trust Account

Cash and Investments Held in Trust Account

At March 31, 2019, the assets held in the Trust Account are held in cash and US Treasury securities.

Ordinary Shares Subject to Possible Redemption

Ordinary Shares Subject to Possible Redemption

Offering costs

Offering Costs

The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and that were charged to shareholders’ equity upon the completion of the Public Offering.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The fair value hierarchy is categorized into three levels based on the inputs as follows:

Level 1 —

Level 2 —

Level 3 —

Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

March 31, 2019

Quoted Prices In Active Markets

Significant Other Observable Inputs

Significant Other Unobservable Inputs

Description

(Unaudited)

(Level 1)

(Level 2)

(Level 3)

Assets:

U.S. Treasury Securities held in Trust Account*

46,647,193

–

*included in cash and investments held in trust account on the Company’s balance sheet.

Concentration of Credit Risk

Concentration of Credit Risk

Income taxes

Income Taxes

Net loss per share

Net Loss Per Share

Related parties

Related Parties

Recent accounting pronouncements

Recent accounting pronouncements

XML 26 R16.htm IDEA: XBRL DOCUMENT

2. Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2019

Accounting Policies [Abstract]

Fair value on a recurring basis

March 31, 2019

Quoted Prices In Active Markets

Significant Other Observable Inputs

Significant Other Unobservable Inputs

Description

(Unaudited)

(Level 1)

(Level 2)

(Level 3)

Assets:

U.S. Treasury Securities held in Trust Account*

46,647,193

–

*included in cash and investments held in trust account on the Company’s balance sheet.

XML 27 R17.htm IDEA: XBRL DOCUMENT

3. Cash and Investment Held in Trust Account (Tables)

3 Months Ended

Mar. 31, 2019

Receivables [Abstract]

Cash and investment held in trust

	Carrying Value as of March 31, 2019 (unaudited)		Gross Unrealized Holding Gain		Fair Value as of March 31, 2019 (unaudited)

Available-for-sale marketable securities:
U.S. Treasury Securities	$	46,342,279	$	304,914	$	46,647,193

	Carrying Value as of December 31, 2018		Gross Unrealized Holding Gain		Fair Value as of December 31, 2018

Available-for-sale marketable securities:
U.S. Treasury Securities	$	46,342,279	$	27,179	$	46,369,458

XML 28 R18.htm IDEA: XBRL DOCUMENT

1. Organization and Business Background (Details Narrative) - USD ($)	7 Months Ended
	Aug. 06, 2018	Mar. 31, 2019	Dec. 31, 2018
Deferred underwriting commissions		$ 1,840,000	$ 1,840,000
I P O [Member]
Units issued	4,600,000
Unit description	Each Unit consistes of one ordinary share and one warrant
Proceeds from sale of equity	$ 46,000,000
Deferred underwriting commissions	$ 1,840,000
I P O [Member] \| Chardan Capital Markets [Member]
Options issued	220,000
Proceeds from sale of equity	$ 100

XML 29 R19.htm IDEA: XBRL DOCUMENT

2. Significant Accounting Policies (Details) - Fair Value Measurements Recurring [Member] - US Treasury Securities [Member]	Mar. 31, 2019 USD ($)
US Treasury Securities held in Trust Account	$ 46,647,193
Fair Value Inputs Level 1 [Member]
US Treasury Securities held in Trust Account	46,647,193
Fair Value Inputs Level 2 [Member]
US Treasury Securities held in Trust Account	0
Fair Value Inputs Level 3 [Member]
US Treasury Securities held in Trust Account	$ 0

XML 30 R20.htm IDEA: XBRL DOCUMENT

2. Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Cash equivalents	$ 0	$ 0
Ordinary shares subject to conversion	3,972,403	3,977,835
Stock Rights [Member]
Possible antidilutive shares	220,000

XML 31 R21.htm IDEA: XBRL DOCUMENT

3. Cash and Investment Held in Trust Account (Details) - US Treasury Securities [Member] - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Available-for-sale marketable securities carrying value	$ 46,342,279	$ 46,342,279
Available-for-sale marketable securities gross unrealized holding gain	304,914	27,179
Available-for-sale marketable securities fair value	$ 46,647,193	$ 46,369,458

XML 32 R22.htm IDEA: XBRL DOCUMENT

3. Cash and Investment Held in Trust Account (Details Narrative) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Cash and investments held in trust	$ 46,648,255	$ 46,370,520
US Treasury Securities [Member]
Cash and investments held in trust	46,647,193
Cash [Member]
Cash and investments held in trust	$ 1,062

XML 33 R23.htm IDEA: XBRL DOCUMENT

4. Public Offering (Details Narrative) - USD ($)	3 Months Ended	7 Months Ended	12 Months Ended
4. Public Offering (Details Narrative) - USD ($)	Mar. 31, 2019	Aug. 06, 2018	Dec. 31, 2018
Chardan Capital Markets [Member]
Options exercised	0
I P O [Member]
Units issued		4,600,000
Unit description		Each Unit consistes of one ordinary share and one warrant
Proceeds from sale of equity		$ 46,000,000
Payment of underwriting discount		1,150,000
Deferred discount		1,840,000
Proceeds from options		46,000,000
I P O [Member] \| Chardan Capital Markets [Member]
Proceeds from sale of equity		$ 100
Options granted		220,000
Options exercised			0
Option price		$ 11.50
Proceeds from options		$ 100
Fair value of unit purchase option		$ 653,400

XML 34 R24.htm IDEA: XBRL DOCUMENT

5. Private Placement (Details Narrative) - Private Placement [Member]	7 Months Ended
	Aug. 06, 2018 shares
Sale of ordinary shares to the Initial Shareholder in private placement, shares	200,000
Sale of over-allotment units, shares	15,000

XML 35 R25.htm IDEA: XBRL DOCUMENT

6. Related Party Transactions (Details Narrative) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Due to related party		$ 107,007
Initial Shareholder [Member]
Due to related party	$ 139,571

XML 36 R26.htm IDEA: XBRL DOCUMENT

7. Shareholders' Equity (Details Narrative) - shares	12 Months Ended
7. Shareholders' Equity (Details Narrative) - shares	Dec. 31, 2018	Mar. 31, 2019
Common stock, issued	1,987,165	1,992,597
Ordinary shares subject to conversion	3,977,835	3,972,403
Private Placement [Member]
Stock issued new, shares	215,000

XML 37 R27.htm IDEA: XBRL DOCUMENT

8. Commitments and Contingencies (Details Narrative) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
Deferred discount percentage		4.00%
Deferred underwriting compensation	$ 1,840,000	$ 1,840,000

EXCEL 38 Financial_Report.xlsx IDEA: XBRL DOCUMENT begin 644 Financial_Report.xlsx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