UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
TOTTENHAM ACQUISITION I LIMITED
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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| ☐ | Fee paid previously with preliminary materials. | |
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TOTTENHAM ACQUISITION I LIMITED
Unit 902, 9/F, Lucky Building
39 Wellington Street
Central, Hong Kong
To the Shareholders of Tottenham Acquisition I Limited:
Tottenham Acquisition I Limited (the “Company” or “Tottenham”) held its annual meeting of shareholders on April 9, 2020 (the “Annual Meeting”). On March 6, 2019, the record date for the Annual Meeting, there were 5,965,000 shares of Tottenham ordinary shares entitled to be voted at the Annual Meeting, 92.08% of which were represented in person or by proxy.
The final results for each of the matters submitted to a vote of Tottenham’s shareholders at the Annual Meeting are as follows:
1. Election of Directors
Shareholders elected all of the five nominees for director to serve until the next annual meeting of shareholders. The voting results were as follows:
| FOR | WITHHELD | BROKER NON-VOTE | ||||
| Jason Ma | 4,841,055 | 5,775 | 645,746 | |||
| Felix Wong | 4,841,055 | 5,775 | 645,746 | |||
| Satoshi Tominaga | 4,841,055 | 5,775 | 645,746 | |||
| Albert Lyu | 4,841,055 | 5,775 | 645,746 | |||
| Estela Kuo | 4,841,055 | 5,775 | 645,746 |
2. Ratification of Independent Registered Public Accounting Firm
Shareholders ratified the reappointment of Friedman LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 5,492,576 | 0 | 0 | 0 |
3. Adjournment of the meeting to April 23, 2020
The chairman of the meeting asked the Company’s shareholders to approve an adjournment of the Annual Meeting until April 23, 2020. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 5,492,576 | 0 | 0 | 0 |
At the continuation of the Meeting on April 23, 2020, the Company intends to present the two additional proposals that were included in the original Definitive Proxy Statement filed by the Company with the SEC on March 17, 2020 (“Original Proxy Statement”). They are
| · | the proposal to amend (the “Charter Amendment”) the Company’s amended and restated memorandum and articles of association (the “charter”) to extend the date by which the Company has to consummate a business combination (the “extension”) two times for an additional three months each time from May 6, 2020 to November 6, 2020 (the termination date as so extended, the “Extended Termination Date”); and |
| · | the proposal to amend (the “Trust Amendment”) the Company’s investment management trust agreement (the “Trust Agreement”), dated as of August 1, 2018, by and between the Company and Continental Stock Transfer & Trust Company (the “trustee”) to allow the Company to extend the time to complete a business combination two times for an additional three months. |
Thank you for your continuing interest in Tottenham Acquisition I Limited.
Sincerely,
/s/ Jason Ma
Jason Ma
Chief Executive Officer
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April 13, 2020
SUPPLEMENT NO. 2 DATED April 13, 2020
TO
PROXY STATEMENT
DATED March 17, 2020
TOTTENHAM ACQUISITION I LIMITED
Unit 902, 9/F, Lucky Building
39 Wellington Street
Central, Hong Kong
This second supplement is being provided to the shareholders of record of Tottenham Acquisition I Limited (the “Company”) as of the close of business on March 6, 2020. The following information supplements and should be read in conjunction with the original Definitive Proxy Statement filed by the Company with the SEC on March 17, 2020 (“Original Proxy Statement”).
At the Annual Meeting held on April 9, 2020, the meeting was adjourned to April 23, 2020 to present the two proposals that were included in the Original Proxy Statement but not presented at the Annual Meeting. They are
| · | the proposal to amend (the “Charter Amendment”) the Company’s amended and restated memorandum and articles of association (the “charter”) to extend the date by which the Company has to consummate a business combination (the “extension”) two times for an additional three months each time from May 6, 2020 to November 6, 2020 (the termination date as so extended, the “Extended Termination Date”); and | |
| · | the proposal to amend (the “Trust Amendment”) the Company’s investment management trust agreement (the “Trust Agreement”), dated as of August 1, 2018, by and between the Company and Continental Stock Transfer & Trust Company (the “trustee”) to allow the Company to extend the time to complete a business combination two times for an additional three months. |
As discussed in the Original Proxy Statement, the purpose of the Charter Amendment and the Trust Amendment is to allow the Company an option to further extend the time to complete a business combination. The Company’s IPO prospectus and charter provide that the Company initially had, after three three-month extensions, until May 6, 2020 (“Current Termination Date”) to complete its initial business combination. Following the completion of our IPO in August 2018, our representatives engaged in extensive discussions with investment bankers and business owners with respect to potential business combination opportunities. As a result, our board of directors has determined that it is in the best interests of our shareholders to extend the Current Termination Date to allow the Company to extend the time to complete a business combination two times for an additional three months each and provide that the date for cessation of operations of the Company if the Company has not completed a business combination would similarly be extended to the Extended Termination Date.
In the Original Proxy Statement, the Charter Amendment and the Trust Amendment would have required our insiders or their affiliates or designees to deposit $0.10 for each public ordinary share that was not redeemed into the trust account for each three month extension. The Company has decided to increase the amount required to be deposited for each 3-month extension to $0.135 for each public ordinary share that has not redeemed (or an aggregate of $621,000 if there are no redemptions). All other terms of the Charter Amendment and Trust Amendment remain as specified in the Original Proxy Statement.
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