UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K/A

(Amendment No. 1)



| | x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ------------------------------------------------------------------------------------

For the fiscal year ended December
31, 2019

or

| |  ̈ | TRANSITION REPORT UNDER 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                                     |  | (I.R.S. Employer Identification No.)
|incorporation or organization)                                      |  |                                     
|                                                                    |  |                                     
|Unit 902, Lucky Building39-41 Wellington Street, Central, Hong Kong |  | N/A                                 
|(Address of principal executive offices)                            |  | (Zip Code)                          



Registrant’s telephone number, including
area code:   +852 3998 4852



Securities registered pursuant to Section
12(b) of the Act:



|Title of each class                                                                                                                                                                          |  | Name of each exchange on which registered
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------
|Units, each consisting of one Ordinary Share, no par value, one Redeemable Warrant to acquire one-half of one Ordinary Share, and one Right to acquire one-tenth (1/10) of an Ordinary Share |  | Nasdaq Capital Market                    
|                                                                                                                                                                                             |  |                                          
|Ordinary Shares                                                                                                                                                                              |  | Nasdaq Capital Market                    
|                                                                                                                                                                                             |  |                                          
|Warrants                                                                                                                                                                                     |  | Nasdaq Capital Market                    
|                                                                                                                                                                                             |  |                                          
|Rights                                                                                                                                                                                       |  | Nasdaq Capital Market                    



Securities registered pursuant to Section
12(g) of the Act:   None.



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ̈ Nox



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange
Act. Yes ̈ Nox



Indicate
by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities
Exchange Act of 1934 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. YesxNo ̈



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 such files). Yesx No ̈



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is
not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.x



Indicate by check mark whether the Registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth
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   | x | Smaller reporting company | x
|                        |   | Emerging Growth Company   | x



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). YesxNo ̈

At June 30, 2019, the aggregate market value of the Registrant’s
ordinary shares held by non-affiliates of the Registrant was $60,843,000.



The number of shares outstanding of the Registrant’s ordinary
shares as of March 17, 2020 was 5,965,000.



DOCUMENTS INCORPORATED BY REFERENCE

None.
















Explanatory Note



We are filing this Amendment No. 1 on Form
10-K/A (the “Amendment No. 1”) to our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which
was originally filed with the Securities and Exchange Commission (“SEC”) on March 24, 2020 (the “Original Form
10-K”). We are amending Part II, Item 9A Controls and Procedures for the purpose of including certain omitted disclosures.



In accordance with Rules 12b-15 and 13a-14
under the Securities Exchange Act of 1934, as amended, the Company has also amended Part IV, Item 15 to include currently dated
certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from the Company’s principal executive officer and
principal financial officer. Because no financial statements have been included in this Amendment, and this Amendment does not
contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications
have been omitted. Similarly, because no financial statements have been included in this Amendment, certifications pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 have been omitted.



Except as described above, no other changes
have been made to the Original Form 10-K. This Amendment does not reflect events occurring after the date of the Original Form
10-K nor does it modify or update the disclosures contained in the Original Form 10-K that may be affected by subsequent events.
Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and our other filings made with the SEC subsequent
to the filing of the Original Form 10-K.




















TOTTENHAM ACQUISITION I LIMITED



ANNUAL REPORT ON FORM 10-K/A



FOR THE FISCAL YEAR ENDED DECEMBER 31,
2019



TABLE OF CONTENTS



|        |  | PART II                                 |  | 4
|------- |  | --------------------------------------- |  | -
|        |  |                                         |  |  
|ITEM 9A |  | CONTROLS AND PROCEDURES                 |  | 4
|        |  |                                         |  |  
|        |  | PART IV                                 |  | 5
|        |  |                                         |  |  
|ITEM 15 |  | EXHIBITS, FINANCIAL STATEMENT SCHEDULES |  | 5
|        |  |                                         |  |  



















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PART II



ITEM 9A.                  CONTROLS
AND PROCEDURES



Evaluation of Disclosure Controls and Procedures



Disclosure controls are procedures that
are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act,
such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules
and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated
to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions
regarding required disclosure. Our management evaluated, with the participation of our current chief executive officer and chief
financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December
31, 2019, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded
that, as of December 31, 2019, our disclosure controls and procedures were effective.



We do not expect that our disclosure controls
and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived
and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures
are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and
the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures,
no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies
and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about
the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under
all potential future conditions.



Management’s Report on Internal
Controls Over Financial Reporting



As required by SEC rules and regulations
implementing Section 404 of the Sarbanes-Oxley Act (as defined in Rules 13a-15(e) and 15- d-15(e) under the Securities Exchange
Act of 1934, as amended), our management is responsible for establishing and maintaining adequate internal control over financial
reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP.
Our internal control over financial reporting includes those policies and procedures that:



| | (1) | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,                                                                                                                  
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and
| | (3) | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.                                                                               



Because of its inherent limitations, internal
control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness
of our internal control over financial reporting at December 31, 2019. In making these assessments, management used the criteria
set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated
Framework (2013). Based on our assessments and those criteria, management determined that we maintained effective internal control
over financial reporting as of December 31, 2019.









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This Annual Report on Form 10-K/A does not include an attestation
report of internal controls from our independent registered public accounting firm due to our status as an emerging growth company
under the JOBS Act.



Changes in Internal Control over Financial Reporting



There were no changes in our internal control
over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent
fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.





PART IV



ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.



Part IV of the
Original Form 10-K is hereby amended solely to add the following exhibits required to be filed in connection with this Amendment:



(a)(3) The following exhibits are filed
with this Amendment:



|Exhibit Number |  | Description                                                              
|-------------- |  | -------------------------------------------------------------------------
|31.1           |  | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* 
|31.2           |  | Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

_____________________

* Filed herewith









































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SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of
the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                         |  | TOTTENHAM ACQUISITION I LIMITED
|------------------------ |  | -------------------------------
|                         |  |                                
|Dated: September 4, 2020 |  | By:                            
|                         |  | Name:                          
|                         |  |                                

















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