S-4/A 1 fs42020a1_cleverleaves.htm AMENDMENT NO. 1 TO FORM S-4

As filed with the Securities and Exchange Commission on September 11, 2020

Registration No. 333-241707

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_____________________________

Amendment No. 1

to

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_____________________________

Clever Leaves Holdings Inc.

(Exact name of registrant as specified in its charter)

____________________________

Canada

 

2834

 

Not Applicable

(State or other jurisdiction of
incorporation or organization)

 

(Primary Standard Industrial
Classification Code Number)

 

(I.R.S. Employer
Identification Number)

489 Fifth Avenue, 27th Floor
New York, New York 10017
(646) 880
-4382
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

____________________________

Kyle Detwiler
489 Fifth Avenue, 27
th Floor
New York, New York 10017
(646) 880
-4382
(Name, address, including zip code, and telephone number, including area code, of agent for service)

_____________________________

With copies to:

Pamela L. Marcogliese, Esq.

Sebastian L. Fain, Esq.

Freshfields Bruckhaus Deringer US LLP

601 Lexington Avenue

New York, New York 10022

(212) 277-4000

 

David M. Kastin, Esq.

489 Fifth Avenue, 27th Floor

New York, New York 10017

(646) 880-4382

 

Alan I. Annex, Esq.

Jason T. Simon, Esq.

Greenberg Traurig, LLP

1750 Tysons Boulevard, Suite 1000

McLean, Virginia 22102

(703) 749-1300

_____________________________

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effectiveness of this registration statement and upon completion of the business combination described in the enclosed proxy statement/prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. £

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. £

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or 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

 

S

 

Smaller reporting company

 

S

       

Emerging growth company

 

S

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 7(a)(2)(B) of the Securities Act. £

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) £

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) £

 

CALCULATION OF REGISTRATION FEE

Title of each Class of Security to be registered

 

Amount
to be
Registered(1)

 

Proposed
Maximum
Offering
Price Per
Share

 

Proposed
Maximum
Aggregate
Offering
Price

 

Amount of
Registration
Fee(14)

Common shares(2)(7)

 

16,215,132

 

$

10.23

(9)

 

$

165,880,800.36

 

 

$

21,531.33

 

Common shares(3)(5)(8)

 

22,200,000

 

$

1.65

(10)

 

$

36,630,000.00

 

 

$

4,754.57

 

Common shares issuable upon the exercise of options(4)(5)

 

1,701,673

 

$

6.28

(11)

 

$

10,686,506.44

 

 

$

1,387.11

 

Warrants(6)(8)

 

18,150,000

 

$

0.3716

(12)

 

$

6,744,540.00

 

 

$

875.44

 

Common shares issuable on exercise of Warrants(7)(8)

 

18,150,000

 

$

11.50

 

 

 

(13)

 

 

 

Total

     

 

 

 

 

 

 

 

 

$

28,548.45

(15)

____________

(1)      All securities being registered will be issued by Clever Leaves Holdings Inc., a corporation organized under the laws of British Columbia, Canada (“Holdco”). In connection with the Business Combination described in this registration statement and the enclosed proxy statement/prospectus (the “Business Combination”), among others, (a) the holders of Class A common shares without par value (the “Clever Leaves common shares”) of Clever Leaves International Inc., a corporation organized under the laws of British Columbia, Canada (“Clever Leaves”), will exchange their Clever Leaves common shares for common shares of Holdco without par value (the “Holdco common shares”), by means of a plan of arrangement under the Business Corporations Act (British Columbia), and Clever Leaves will become a direct wholly owned subsidiary of Holdco (the “Arrangement”), and (b) Novel Merger Sub Inc., a newly formed subsidiary of Holdco, will be merged with and into Schultze Special Purpose Acquisition Corp., a Delaware corporation (“SAMA”), and all of the outstanding shares of common stock of SAMA, par value $0.0001 per share (“SAMA common stock”), and all of the outstanding warrants of SAMA, each entitling the holder thereof to purchase one share of SAMA common stock at an exercise price of $11.50 per share (the “SAMA warrants”), will be converted into the right to receive Holdco common shares and warrants, each entitling the holder thereof to purchase one Holdco common share at an exercise price of $11.50 per share (“Holdco warrants”).

(2)      Consists of 16,215,132 Holdco common shares issuable in exchange for outstanding shares of SAMA common stock, including (i) shares of SAMA common stock included in outstanding units of SAMA (“units”), each unit consisting of one share of SAMA common stock and one SAMA warrant, and (ii) founder shares of SAMA common stock issued prior to SAMA’s initial public offering. Upon the consummation of the Business Combination, all units will be separated into their component securities, which will be exchanged for equivalent securities of Holdco.

(3)      Consists of (i) 22,200,000 Holdco common shares issuable in exchange for Clever Leaves common shares calculated in accordance with the Business Combination Agreement (as defined below), assuming (i) Aggregate Consideration of $229,500,000 less cash consideration of $7,500,000, (ii) no net indebtedness of Clever Leaves at the closing of the Business Combination, (iii) no transaction expenses of Clever Leaves or SAMA in excess of the transaction expenses limits set forth in the Business Combination Agreement and (iv) that there is no adjustment for the value of options and warrants that will be converted into Holdco options and warrants as part of the Business Combination. Such 22,200,000 Holdco common shares are inclusive of 79,994 Holdco common shares underlying Clever Leaves restricted share awards and 61,013 Holdco common shares underlying restricted share units that will become restricted share awards and restricted share units of Holdco as a result of the Business Combination.

(4)      Consists of Holdco common shares issuable upon exercise of options of Clever Leaves that will become Holdco options in the Business Combination. Such number of options and underlying Holdco common shares has been determined on the same basis on the same assumptions as set forth in footnote (3) above.

(5)      The actual number of Holdco common shares issuable to shareholders of Clever Leaves in the Arrangement, including those underlying Holdco options, restricted share awards and restricted share units, will be determined pursuant to the terms of the Business Combination Agreement and is dependent on the actual amount of (i) net indebtedness of Clever Leaves, (ii) the transaction expenses of Clever Leaves and SAMA in comparison to the transaction expenses limits set forth in the Business Combination Agreement and (iii) the value of options and warrants that will be converted into to Holdco options and warrants as part of the Business Combination, in each case, as measured as of the closing of the Business Combination. While the exact number of Holdco common shares (including those underlying Holdco options, restricted share awards and restricted share units) to be issued at the closing of the Business Combination cannot be known as of the filing of this Registration Statement, the Registrant believes that, based on the assumptions underlying the calculation of the Registration Fee (as set forth in footnote (3) above), the actual number of Holdco common shares issued will not be greater than those set forth in Calculation of the Registration Fee table.

(6)      Consists of Holdco warrants issuable in exchange for outstanding SAMA warrants, including SAMA warrants included in outstanding units and private placement warrants sold in a private placement concurrently with SAMA’s initial public offering.

 

(7)      Consists of Holdco common shares issuable upon exercise of Holdco warrants. Each Holdco warrant will entitle the warrant holder to purchase one Holdco common share at a price of $11.50 per share (subject to adjustment).

(8)      Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(9)      Pursuant to Rules 457(c) and 457(f)(1) under the Securities Act of 1933, as amended (the “Securities Act”), and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is equal to the product obtained by multiplying $10.23, which represents the average of the high and low prices of SAMA common stock on the Nasdaq Capital Market on July 31, 2020, by (a) 16,215,132, the estimated number of shares of SAMA common stock that will be outstanding immediately prior to the closing of the Business Combination (including the redemption of SAMA common stock pursuant to the terms of SAMA’s amended and restated certificate of incorporation, the shares of SAMA common stock that may be issued in a private placement transaction prior to the closing of the Business Combination and the shares of SAMA common stock included in the units).

(10)    Pursuant to Rule 457(f)(2) under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is equal to the aggregate book value of the securities of Clever Leaves as of March 31, 2020.

(11)    Pursuant to Rule 457(h)(1) under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is equal to the weighted-average exercise price of such options.

(12)    Pursuant to Rules 457(c) and 457(f)(1) under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is equal to the product obtained by multiplying $0.3716, which represents the average of the high and low prices of SAMA warrants on the Nasdaq Capital Market on July 31, 2020, by (a) 18,150,000, the estimated maximum number of SAMA warrants that will be outstanding immediately prior to the closing of the Business Combination.

(13)    No separate registration fee required pursuant to Rule 457(g) under the Securities Act of 1933, as amended.

(14)    Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $128.90 per $1,000,000 of the proposed maximum aggregate offering price.

(15)    Previously paid in connection with the initial filing of this registration statement on August 6, 2020.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This proxy statement/prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

PRELIMINARY PROXY STATEMENT AND PROSPECTUS
SUBJECT TO COMPLETION, DATED
SEPTEMBER 11, 2020

SCHULTZE SPECIAL PURPOSE ACQUISITION CORP.
800 Westchester Avenue, Suite 632
Rye Brook, NY 10573

Dear Schultze Special Purpose Acquisition Corp. Stockholders:

You are cordially invited to attend the special meeting of stockholders of Schultze Special Purpose Acquisition Corp., which we refer to as “we,” “us,” “our,” or “SAMA,” at 11:00 a.m., Eastern time, on         , 2020, at the offices of Greenberg Traurig, LLP, located at 1750 Tysons Boulevard, Suite 1000, McLean, VA 22102.

At the special meeting of stockholders, our stockholders will be asked to consider and vote upon a proposal (the “Business Combination Proposal”) to approve and adopt the Business Combination Agreement (as may be amended, the “Business Combination Agreement”) that SAMA has entered into with Clever Leaves Holdings Inc., a corporation organized under the laws of British Columbia, Canada (“Holdco”), Novel Merger Sub Inc., a Delaware corporation (“Merger Sub”), and Clever Leaves International Inc., a corporation organized under the laws of British Columbia, Canada (“Clever Leaves”), and the Business Combination (as defined below) contemplated thereby. Each of Holdco and Merger Sub are newly formed entities that were formed for the sole purpose of entering into and consummating the transactions set forth in the Business Combination Agreement. Holdco is a direct wholly-owned subsidiary of Clever Leaves and Merger Sub is a direct wholly-owned subsidiary of Holdco. Pursuant to the Business Combination Agreement, each of the following transactions will occur in the following order: (i) pursuant to a court-approved Canadian plan of arrangement (the “Plan of Arrangement”, and the arrangement pursuant to such Plan of Arrangement, the “Arrangement”) at the effective time of the Arrangement, (a) all of the Clever Leaves shareholders will exchange their Clever Leaves common shares for Holdco common shares and (b) certain Clever Leaves shareholders will receive up to $7,500,000 in cash in the aggregate (the “Cash Arrangement Consideration”), such that, immediately following the Arrangement, Clever Leaves will be a direct wholly-owned subsidiary of Holdco; (ii) on the calendar day immediately following the consummation of the Arrangement, at the effective time of the Merger, Merger Sub will merge with and into SAMA, with SAMA surviving such merger as a direct wholly-owned subsidiary of Holdco (the “Merger”) and, as a result of the Merger, all of the shares of SAMA common stock will be converted into the right to receive Holdco common shares as set forth in the Business Combination Agreement; (iii) immediately following the consummation of the Merger, Holdco will contribute 100% of the issued and outstanding capital stock of SAMA (as the surviving corporation of the Merger) to Clever Leaves, such that, SAMA will be a direct wholly-owned subsidiary of Clever Leaves; and (iv) immediately following the contribution of SAMA to Clever Leaves, Clever Leaves will contribute 100% of the issued and outstanding shares of NS US Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Clever Leaves, to SAMA (together with the other transactions related thereto, the “Business Combination”).

If SAMA’s stockholders approve the Business Combination Proposal and the parties consummate the Business Combination: (i) Holdco is expected to issue an aggregate of 32,008,947 Holdco common shares upon consummation of the Arrangement and the Merger, (ii) the current holders of SAMA common stock issued and outstanding immediately prior to the effective time of the Merger (other than any redeemed shares) will receive one Holdco common share in exchange for each share of SAMA common stock held by them, or an aggregate of 14,590,132 Holdco common shares (assuming no shares are redeemed); (iii) the Clever Leaves shareholders will receive aggregate consideration with a value (the “Arrangement Consideration”) equal to (a) $229,500,000, minus (b) Clever Leaves’ net debt, minus (c) the amount, if any, by which Clever Leaves’ transaction expenses exceed Clever Leaves’ transaction expenses cap, plus (d) the amount, if any, by which SAMA’s transaction expenses exceed SAMA’s transaction expenses cap, minus (e) the aggregate value of the issued and outstanding options and warrants of Clever Leaves that are being converted into options and warrants of Holdco in the Business Combination (we refer to the adjustments described in clauses (iii)(b) through (iii)(e) as the “Arrangement Consideration Adjustments”). The Arrangement Consideration minus an amount equal to the Cash Arrangement Consideration will be paid to Clever Leaves shareholders in Holdco common shares, with it being estimated that there will be 17,418,815 Holdco common shares issued to Clever Leaves shareholders based on a price per share of $10.00, and the Cash Arrangement Consideration will be paid to certain Clever Leaves shareholders in cash. The number of Holdco common shares described in this paragraph that are expected to be issued at closing pursuant to the Arrangement is based on SAMA’s and Clever Leaves’ assumptions regarding the Arrangement Consideration Adjustments at the time of the closing of the Business Combination and the amount of Cash Arrangement Consideration. The

 

actual number of Holdco common shares to be issued in the Arrangement will vary based on the actual Arrangement Consideration Adjustments and the actual Cash Arrangement Consideration at closing determined pursuant to the terms of the Business Combination Agreement. For additional information regarding the formulas used to determine the number of Holdco common shares to be issued to Clever Leaves shareholders and the Cash Arrangement Consideration, see the section titled “The Business Combination Proposal — Business Combination Agreement — Consideration” beginning on page 75 of the accompanying proxy statement/prospectus.

Clever Leaves’ mission is to be an industry-leading global cannabinoid company recognized for its principles, people and performance while fostering a healthier global community. Clever Leaves is a multi-national operator in the botanical cannabinoid and nutraceutical industries, with operations and investments in Colombia, Portugal, Germany, the United States and Canada. Clever Leaves is working to develop one of the industry’s leading, low-cost global business-to-business supply chains with the goal of providing high quality pharmaceutical grade and wellness products to customers and patients at competitive prices. Clever Leaves has invested in ecologically sustainable, large-scale, botanical cultivation and processing as the cornerstone of its medical cannabinoid business, and continues to develop strategic distribution channels and brands. Clever Leaves currently owns over 1.9 million square feet of greenhouse cultivation capacity across two continents and approximately 13 million square feet of agricultural land, with an option to acquire approximately 73 million additional square feet of land for cultivation expansion. In July 2020, Clever Leaves became one of a small group of cannabis companies in the world to receive EU GMP certification.

In connection with the execution of the Business Combination Agreement, SAMA, Holdco and certain Clever Leaves shareholders holding approximately 41.0% of the issued and outstanding voting securities of Clever Leaves on a fully-diluted and as-converted basis (“Key Clever Leaves Shareholders”) entered into the Shareholder Support Agreements (the “Shareholder Support Agreements”), pursuant to which among other things, the Key Clever Leaves Shareholders agreed to vote their Clever Leaves shares in favor of the Business Combination Agreement, the Plan of Arrangement, the Arrangement, resolutions of Clever Leaves to approve the Plan of Arrangement and the Arrangement, the Business Combination and certain related transactions. The Key Clever Leaves Shareholders that executed the Shareholder Support Agreements include all Clever Leaves shareholders that are executive officers, directors, affiliates, founders and their family members, and certain holders of 5% or more of the outstanding voting Clever Leaves common shares. Additionally, the Key Clever Leaves Shareholders are subject to a restriction on sales and transfers of their Holdco common shares (or securities convertible into or exchangeable for Holdco common shares) commencing on the effective date of Holdco’s registration statement on Form S-4, of which the accompanying proxy statement/prospectus forms a part (the “Registration Statement”), and ending one year following the closing date of the Business Combination (the “Closing Date”), with such restriction on sales and transfers to terminate early if, following the 180th day after the Closing Date, the closing trading price of the Holdco common shares equals or is greater than $12.50 for any 20 out of any 30 consecutive trading days.

Concurrently with the execution of the Business Combination Agreement, Schultze Special Purpose Acquisition Sponsor, LLC (the “Sponsor”), Clever Leaves, Holdco and SAMA entered into a Transaction Support Agreement (the “Transaction Support Agreement”), pursuant to which, among other things: (i) the Sponsor and SAMA agreed to take all actions necessary, at or prior to the closing of the Business Combination (the “Closing”) to amend the escrow agreement entered into in connection with our initial public offering, pursuant to which the shares of SAMA common stock issued prior to our initial public offering (the “founder shares”) are held in escrow, and the Sponsor and SAMA agreed to use reasonable best efforts to cause Continental Stock Transfer & Trust Company (“Continental”) and the other parties to such escrow agreement to establish the escrow terms of certain Holdco common shares to be held by the Sponsor and the independent SAMA directors following the Business Combination and (ii) certain persons at the direction of the Holdco board of directors (the “Earnout Shareholders”) are eligible to receive up to 1,800,000 Holdco common shares, in the form of an earnout, and such Holdco common shares will be issued to the Earnout Shareholders under the Earnout Plan as follows: (A) 900,000 Holdco common shares will be issued to the Earnout Shareholders only if the closing price of the Holdco common shares on the Nasdaq Capital Market (“Nasdaq”) equals or exceeds $12.50 per share (as adjusted for stock splits, reverse splits, stock dividends, reorganizations, recapitalizations or any similar event) for any 20 trading days within any consecutive 30 trading day period on or before the second anniversary of the Closing; and (B) 900,000 Holdco common shares will be issued to the Earnout Shareholders only if the closing price of the Holdco common shares on Nasdaq equals or exceeds $15.00 per share (as adjusted for stock splits, reverse splits, stock dividends, reorganizations, recapitalizations or any similar event) for any 20 trading days within any consecutive 30 trading day period on or before the fourth anniversary of the Closing. As described in the Earnout Award Plan Proposal, the Holdco board of directors intends to delegate its authority to select the Earnout Shareholders

 

to a committee comprised of Kyle Detwiler and Andres Fajardo and, in consultation with such committee, may impose additional vesting conditions on the vesting of such shares. The Holdco common shares held by the Sponsor and the independent SAMA directors will be released from escrow to the Sponsor and the independent SAMA directors as follows: (1) 1,565,000 Holdco common shares will be released to the Sponsor and 60,000 Holdco common shares will be released to the independent SAMA directors at the earlier of: (x) one year following the Closing or (y) the date on which the closing price of the Holdco common shares on Nasdaq equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, and recapitalizations) for any 20 trading days within any consecutive 30 trading day period after the Closing; (2) 812,500 Holdco common shares will be released to the Sponsor if the closing price of the Holdco common shares on Nasdaq equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, and recapitalizations) for any 20 trading days within any consecutive 30 trading day period on or before the second anniversary of the Closing; and (3) 812,500 Holdco common shares will be released to the Sponsor if the closing price of the Holdco common shares on Nasdaq equals or exceeds $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations, and recapitalizations) for any 20 trading days within any consecutive 30 trading day period on or before the fourth anniversary of the Closing. Additionally, the Sponsor is subject to a restriction on sales and transfers of its Holdco common shares commencing on the effective date of the Registration Statement and ending one year following the Closing Date, with such restriction on sales and transfers to terminate early if, following the 180th day after the Closing Date, the closing trading price of the Holdco common shares equals or is greater than $12.50 for any 20 out of any 30 consecutive trading days.

It is anticipated that, upon completion of the Business Combination, SAMA’s existing stockholders, including the Sponsor, will own approximately 45.6% of the outstanding Holdco common shares, not including 1,625,000 shares issuable to the Sponsor that will be subject to certain vesting and forfeiture arrangements pursuant to the Transaction Support Agreement, and Clever Leaves’ existing shareholders will own approximately 54.4% of the outstanding Holdco common shares, not including 1,800,000 Holdco common shares issuable to the Earnout Shareholders pursuant to the Transaction Support Agreement. These percentages are calculated based on a number of assumptions, including that none of SAMA’s existing public stockholders exercise their redemption rights. If any of SAMA’s public stockholders exercise redemption rights, or any of the other assumptions, including those assumptions underlying the Arrangement Considerations Adjustments, are not true, these percentages will be different. Please see the section titled “Estimated Outstanding Share Calculation” for further information.

Under the Business Combination Agreement, the Closing is subject to a number of conditions, including (i) that SAMA’s stockholders approve the Business Combination Proposal and (ii) SAMA having, in the aggregate, cash that is equal to or greater than $60 million held either in or outside of the trust account maintained at UBS Securities LLC by Continental on behalf of SAMA’s public stockholders (the “trust account”), including the aggregate amount of any proceeds from any private placements of SAMA common stock or securities or indebtedness exercisable or exchangeable for, or convertible into, SAMA common stock, in each case, which shall become Holdco common shares in connection with the consummation of the Business Combination (“PIPEs”) consummated prior to, or as of, the Closing.

In addition to being asked to approve the Business Combination Proposal, our stockholders will also be asked to consider and vote upon:

(1)    a proposal to approve and adopt the 2020 Incentive Award Plan of Holdco and the material terms thereunder (the “Incentive Award Plan Proposal”);

(2)    a proposal to approve and adopt the 2020 Earnout Award Plan of Holdco and the material terms thereunder (the “Earnout Award Plan Proposal”); and

(3)    a proposal to adjourn the special meeting of stockholders to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting of stockholders, there are not sufficient votes to approve one or more proposals presented to stockholders for vote or if public stockholders have elected to redeem an amount of public shares such that the minimum available cash condition to the Closing would not be satisfied (the “Adjournment Proposal”).

The SAMA common stock, units and warrants are currently listed on Nasdaq under the symbols “SAMA,” “SAMAU” and “SAMAW,” respectively. Holdco intends to apply to list the Holdco common shares and warrants on Nasdaq under the symbols “CLVR” and “CLVRW”, respectively, in connection with the Closing. We cannot assure you that the Holdco common shares or warrants will be approved for listing on Nasdaq.

 

Pursuant to our amended and restated certificate of incorporation, we are providing our public stockholders with the opportunity to redeem their shares of SAMA common stock (“public shares”) for cash equal to their pro rata share of the aggregate amount on deposit in the trust account, which holds the proceeds of our initial public offering, as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, upon the consummation of the Business Combination. For illustrative purposes, based on funds in the trust account of approximately $132.4 million on June 30, 2020, the estimated per share redemption price would have been approximately $10.21. Public stockholders may elect to redeem their public shares even if they vote for the Business Combination Proposal and the other proposals set forth herein. A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming his, her or its shares with respect to more than an aggregate of 15% of the outstanding public shares without our prior consent. Holders of our outstanding warrants do not have redemption rights with respect to such warrants in connection with the Business Combination. All of the holders of the founder shares and our officers and directors have agreed to waive their redemption rights with respect to such shares and shares of SAMA common stock that they may have acquired during or after our initial public offering in connection with the completion of the Business Combination. The founder shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, the Sponsor and our independent directors own approximately 20% of the issued and outstanding shares of SAMA common stock, of which the Sponsor owns approximately 98.2% of the founder shares, and our independent directors collectively own approximately 1.8% of the founder shares.

We are providing this proxy statement/prospectus and accompanying proxy card to our stockholders in connection with the solicitation of proxies to be voted at the special meeting of stockholders and at any adjournments or postponements of the special meeting of stockholders. Whether or not you plan to attend the special meeting of stockholders, we urge you to read this proxy statement/prospectus (and any documents incorporated into this proxy statement/prospectus by reference) carefully. Please pay particular attention to the section titled “Risk Factors,” beginning on page 31.

Our board of directors has unanimously approved and adopted the Business Combination Agreement and unanimously recommends that our stockholders vote FOR all of the proposals presented to our stockholders. When you consider the board of directors’ recommendation of the Business Combination Proposal, you should keep in mind that certain of our directors and officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section titled “The Business Combination Proposal — Interests of SAMA Directors and Officers in the Business Combination.”

The approval of the Business Combination Proposal requires the affirmative vote of the holders of at least a majority of all shares of SAMA common stock issued and outstanding as of the record date that are entitled to vote thereon at the special meeting of stockholders. Each of the Incentive Award Plan Proposal, the Earnout Award Plan Proposal and, if presented, the Adjournment Proposal requires the affirmative vote of the holders of at least a majority of the shares of SAMA common stock entitled to vote thereon and voted (in person or by proxy) at the special meeting of stockholders. The Closing is conditioned upon the adoption of the Business Combination Proposal and the Earnout Award Plan Proposal. The Business Combination Proposal is conditioned upon the adoption of the Earnout Award Plan Proposal. The Incentive Award Plan Proposal and the Earnout Award Plan Proposal are conditioned upon the adoption of the Business Combination Proposal. The Adjournment Proposal is not conditioned upon the adoption of any other proposal set forth in the accompanying proxy statement/prospectus.

We have no specified maximum redemption threshold under our amended and restated certificate of incorporation. It is a condition to the Closing under the Business Combination Agreement, however, that SAMA has an aggregate of $60.0 million of cash held either in or outside of the trust account, including the aggregate amount of any proceeds from any PIPEs consummated prior to, or as of, the Closing. If redemptions by SAMA’s public stockholders cause SAMA to be unable to meet this closing condition, then Clever Leaves will not be required to consummate the Business Combination, although Clever Leaves may, in its sole discretion, waive this condition. In the event that Clever Leaves waives this condition, SAMA does not intend to seek additional stockholder approval or to extend the time period in which its public stockholders can exercise their redemption rights. In no event, however, will SAMA redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001 immediately after the Closing.

 

The holders of our founder shares and our officers and directors have agreed to vote their founder shares, which represent approximately 20% of the issued and outstanding shares of SAMA common stock, and any shares of SAMA common stock acquired during or after our initial public offering in favor of the Business Combination Proposal.

Your vote is important regardless of the number of shares you hold. Please vote as soon as possible to ensure that your vote is counted, regardless of whether you expect to attend the special meeting of stockholders in person. Please complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided.

If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the special meeting of stockholders. A failure to vote your shares will have the same effect as a vote “AGAINST” the Business Combination Proposal and will have no effect on the outcome of the Incentive Award Plan Proposal, the Earnout Award Plan Proposal or, if presented, the Adjournment Proposal.

If you sign and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of each of the proposals presented at the special meeting of stockholders. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the special meeting of stockholders in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the special meeting of stockholders and, if a quorum is present, will have the same effect as a vote “AGAINST” the Business Combination Proposal but will have no effect on the other proposals. If you are a stockholder of record and you attend the special meeting of stockholders and wish to vote in person, you may withdraw your proxy and vote in person.

On behalf of our board of directors, I thank you for your support and look forward to the successful completion of the Business Combination.

 

Sincerely,

   

 

          , 2020

 

George J. Schultze

Chairman, Chief Executive Officer and President

This proxy statement/prospectus is dated           , 2020 and is first being mailed to the stockholders of SAMA on or about that date.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

 

SCHULTZE SPECIAL PURPOSE ACQUISITION CORP.
800 Westchester Avenue, Suite 632
Rye Brook, NY 10573

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON         , 2020

To the Stockholders of Schultze Special Purpose Acquisition Corp.:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “special meeting of stockholders”) of Schultze Special Purpose Acquisition Corp., a Delaware corporation (“SAMA,” “we,” “our” or “us”), will be held on         , 2020, at 11:00 a.m., Eastern time, at the offices of Greenberg Traurig, LLP, located at 1750 Tysons Boulevard, Suite 1000, McLean, VA 22102. You are cordially invited to attend the special meeting of stockholders for the following purposes:

(1)    The Business Combination Proposal: to consider and vote upon a proposal to approve and adopt the Business Combination Agreement, dated as of July 25, 2020 (as may be amended, the “Business Combination Agreement”), by and among SAMA, Clever Leaves Holdings Inc., a corporation organized under the laws of British Columbia, Canada (“Holdco”), Novel Merger Sub Inc. a Delaware corporation (“Merger Sub”), and Clever Leaves International Inc., a corporation organized under the laws of British Columbia, Canada (“Clever Leaves”), and the Business Combination (as defined below) contemplated thereby, pursuant to which:

•        pursuant to a court-approved Canadian plan of arrangement (the “Arrangement”), (a) all of the Clever Leaves shareholders will exchange their Clever Leaves common shares for Holdco common shares and (b) certain Clever Leaves shareholders will receive up to $7,500,000 in cash in the aggregate, such that, immediately following the Arrangement, Clever Leaves will be a direct wholly-owned subsidiary of Holdco;

•        on the calendar day immediately following the consummation of the Arrangement, Merger Sub will merge with and into SAMA, with SAMA surviving such merger as a direct wholly-owned subsidiary of Holdco (the “Merger”) and, as a result of the Merger, all of the shares of SAMA common stock will be converted into the right to receive Holdco common shares as set forth in the Business Combination Agreement;

•        immediately following the consummation of the Merger, Holdco will contribute 100% of the issued and outstanding capital stock of SAMA (as the surviving corporation of the Merger) to Clever Leaves, such that SAMA will be a direct wholly-owned subsidiary of Clever Leaves; and

•        immediately following the contribution of SAMA to Clever Leaves, Clever Leaves will contribute 100% of the issued and outstanding shares of NS US Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Clever Leaves, to SAMA (together with the other transactions related thereto, the “Business Combination,” and collectively, the “Business Combination Proposal”); and

(2)    The Incentive Award Plan Proposal: to consider and vote upon a proposal to approve and adopt the 2020 Incentive Award Plan of Holdco and the material terms thereunder (the “Incentive Award Plan Proposal”);

(3)    The Earnout Award Plan Proposal: to consider and vote upon a proposal to approve and adopt the 2020 Earnout Award Plan of Holdco and the material terms thereunder (the “Earnout Award Plan Proposal”); and

(4)    The Adjournment Proposal: to consider and vote upon a proposal to adjourn the special meeting of stockholders to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting of stockholders, there are not sufficient votes to approve one or more proposals presented to stockholders for vote or if public stockholders have elected to redeem an amount of public shares such that the minimum available cash condition to the closing of the Business Combination (the “Closing”) would not be satisfied (the “Adjournment Proposal”).

 

Only holders of record of SAMA common stock at the close of business on            , 2020 are entitled to notice of the special meeting of stockholders and to vote at the special meeting of stockholders and any adjournments or postponements of the special meeting of stockholders. A complete list of SAMA’s stockholders of record entitled to vote at the special meeting of stockholders will be available for ten days before the special meeting of stockholders at SAMA’s principal executive offices for inspection by SAMA’s stockholders during ordinary business hours for any purpose germane to the special meeting of stockholders.

Pursuant to SAMA’s amended and restated certificate of incorporation, SAMA is providing its public stockholders with the opportunity to redeem their shares of SAMA common stock for cash equal to their pro rata share of the aggregate amount on deposit in the trust account maintained at UBS Securities LLC by Continental Stock Transfer & Trust Company on behalf of SAMA’s public stockholders (the “trust account”) which holds the proceeds of SAMA’s initial public offering as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the trust account and not previously released to SAMA to pay franchise and income taxes, upon the consummation of the Business Combination. For illustrative purposes, based on funds in the trust account of approximately $132.4 million on June 30, 2020, the estimated per share redemption price would have been approximately $10.21. Public stockholders may elect to redeem their shares even if they vote for the Business Combination Proposal. A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming his, her or its shares with respect to more than an aggregate of 15% of the public shares without SAMA’s prior consent. Holders of outstanding warrants to purchase shares of SAMA common stock do not have redemption rights with respect to such warrants in connection with the Business Combination. All of the holders of shares of SAMA common stock issued prior to SAMA’s initial public offering (“founder shares”) and SAMA’s officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares and any public shares that they may have acquired during or after SAMA’s initial public offering in connection with the completion of the Business Combination and (ii) vote any such shares in favor of the Business Combination Proposal. The founder shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, Schultze Special Purpose Acquisition Sponsor, LLC (the “Sponsor”) and SAMA’s independent directors own approximately 20% of the issued and outstanding shares of SAMA common stock, of which the Sponsor owns approximately 98.2% of the founder shares, and SAMA’s independent directors collectively own approximately 1.8% of the founder shares.

The approval of the Business Combination Proposal requires the affirmative vote of the holders of at least a majority of all shares of SAMA common stock issued and outstanding as of the record date that are entitled to vote thereon at the special meeting of stockholders. Each of the Incentive Award Plan Proposal, the Earnout Award Plan Proposal and, if presented, the Adjournment Proposal requires the affirmative vote of the holders of at least a majority of the shares of SAMA common stock entitled to vote thereon and voted (in person or by proxy) at the special meeting of stockholders. The Closing is conditioned upon the adoption of the Business Combination Proposal and the Earnout Award Plan Proposal. The Business Combination Proposal is conditioned upon the adoption of the Earnout Award Plan Proposal. The Incentive Award Plan Proposal and the Earnout Award Plan Proposal are conditioned upon the adoption of the Business Combination Proposal. The Adjournment Proposal is not conditioned upon the adoption of any other proposal set forth in the accompanying proxy statement/prospectus.

We have no specified maximum redemption threshold under our amended and restated certificate of incorporation. It is a condition to closing under the Business Combination Agreement, however, that SAMA has an aggregate of $60 million of cash held either in or outside of the trust account, including the aggregate amount of any proceeds from any private placements of SAMA common stock or securities or indebtedness exercisable or exchangeable for, or convertible into, SAMA common stock, in each case, which shall become Holdco common shares in connection with the consummation of the Business Combination consummated prior to, or as of, the Closing. If redemptions by SAMA’s public stockholders cause SAMA to be unable to meet this closing condition, then Clever Leaves will not be required to consummate the Business Combination, although Clever Leaves may, in its sole discretion, waive this condition. In the event that Clever Leaves waives this condition, SAMA does not intend to seek additional stockholder approval or to extend the time period in which its public stockholders can exercise their redemption rights. In no event, however, will SAMA redeem public shares in an amount that would cause SAMA’s net tangible assets to be less than $5,000,001 immediately after the Closing.

 

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the financial statements and annexes attached thereto) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. We encourage you to read the entire proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call our proxy solicitor, Morrow Sodali LLC, at (800) 662-5200, banks and brokers may reach Morrow Sodali LLC at (203) 658-9400. This notice of meeting and the accompanying proxy statement/prospectus are available at                  .

 

By Order of the Board of Directors,

   

 

          , 2020

 

George J. Schultze

Chairman, Chief Executive Officer and President

 

TABLE OF CONTENTS

 

Page

ABOUT THIS PROXY STATEMENT/PROSPECTUS

 

1

ESTIMATED OUTSTANDING SHARE CALCULATION

 

1

INDUSTRY AND MARKET DATA

 

2

SUMMARY OF MATERIAL TERMS OF THE BUSINESS COMBINATION

 

3

FREQUENTLY USED TERMS

 

5

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

 

10

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

 

22

The Parties

 

22

The Business Combination Proposal

 

23

The Incentive Compensation Plan Proposal

 

23

The Earnout Award Plan Proposal

 

23

The Adjournment Proposal

 

23

Date, Time and Place of Special Meeting of SAMA Stockholders

 

23

Voting Power; Record Date

 

24

Quorum and Vote of SAMA Stockholders

 

24

Redemption Rights

 

24

Appraisal Rights

 

24

Proxy Solicitation

 

24

Interests of SAMA Directors and Officers in the Business Combination

 

25

Recommendation to Stockholders

 

25

Conditions to the Closing of the Business Combination

 

25

Anticipated Accounting Treatment

 

25

Plan of Arrangement

 

25

Risk Factors

 

26

SELECTED HISTORICAL FINANCIAL INFORMATION

 

27

Selected Financial Information – SAMA

 

27

Selected Financial Information – Clever Leaves

 

28

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

29

RISK FACTORS

 

31

Risks Related to the Business Combination, Redemptions and Certain Outstanding SAMA Securities

 

31

Risks Related to the Business Combination and Post-Closing Operations of Holdco

 

37

Risks Related to Ownership of Holdco Securities

 

43

Risks Related to Clever Leaves’ Business

 

48

Risks Related to Clever Leaves’ Operations in Colombia

 

63

FORWARD-LOOKING STATEMENTS

 

68

THE SPECIAL MEETING OF SAMA STOCKHOLDERS

 

69

The SAMA Special Meeting

 

69

Date, Time and Place of the Special Meeting

 

69

Purpose of the Special Meeting

 

69

Recommendation of the SAMA Board of Directors

 

69

Record Date and Voting

 

70

Voting Your Shares

 

70

Who Can Answer Your Questions About Voting Your Shares

 

71

Quorum and Vote Required for the Proposals

 

71

Abstentions and Broker Non-Votes

 

71

Revocability of Proxies

 

71

i

 

Page

Redemption Rights

 

72

Appraisal or Dissenters’ Rights

 

73

Solicitation of Proxies

 

73

Stock Ownership

 

73

THE BUSINESS COMBINATION PROPOSAL

 

74

General

 

74

Business Combination Agreement

 

74

Conduct of Business by Clever Leaves, Holdco and Merger Sub pending the Merger and the Arrangement

 

77

Conduct of Business by SAMA Pending the Merger Effective Time

 

79

General Conditions

 

80

SAMA Conditions to Closing

 

81

Clever Leaves, Holdco and Merger Sub Conditions to Closing

 

82

Ancillary Agreements

 

84

Transaction and Organizational Structures Prior to and Following the Consummation of the Business Combination

 

87

Background of the Business Combination

 

88

SAMA’s Board of Directors’ Reasons for the Approval of the Business Combination

 

90

Certain Clever Leaves Projected Financial Information

 

93

Interests of SAMA Directors and Officers in the Business Combination

 

94

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

96

COMPARATIVE SHARE INFORMATION

 

107

THE INCENTIVE AWARD PLAN PROPOSAL

 

108

THE EARNOUT AWARD PLAN PROPOSAL

 

112

THE ADJOURNMENT PROPOSAL

 

116

INFORMATION RELATED TO HOLDCO

 

117

OTHER INFORMATION ABOUT SAMA

 

118

Overview

 

118

Initial Business Combination

 

118

Redemption Rights

 

119

Limitation on Redemption Rights

 

119

Liquidation if No Business Combination

 

119

Facilities

 

122

Employees

 

122

Directors and Executive Officers

 

122

Additional Team Members

 

125

Number and Terms of Office of Officers and Directors

 

125

Director Independence

 

125

Officer and Director Compensation

 

125

Committees of the Board of Directors

 

126

Code of Ethics

 

128

Legal Proceedings

 

128

Principal Accountant Fees and Services

 

128

Pre-Approval Policy

 

128

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF SAMA

 

129

Overview

 

129

Recent Developments

 

130

Results of Operations

 

131

Liquidity and Capital Resources

 

131

ii

 

Page

Off-Balance Sheet Arrangements

 

133

Contractual Obligations

 

133

Critical Accounting Policies

 

133

INDUSTRY OVERVIEW

 

135

BUSINESS OF CLEVER LEAVES

 

139

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF CLEVER LEAVES

 

164

Our Company

 

164

Factors Impacting our Business

 

165

Key Operating Metrics

 

166

Recent Developments

 

167

Components of Results of Operations

 

170

Results of Operations

 

171

Liquidity and Capital Resources

 

179

Off-Balance Sheet Arrangements

 

183

Critical Accounting Policies and Significant Judgments and Estimates

 

183

Quantitative and Qualitative Disclosures About Market Risk.

 

185

MANAGEMENT OF HOLDCO FOLLOWING THE BUSINESS COMBINATION

 

186

EXECUTIVE AND DIRECTOR COMPENSATION

 

191

BENEFICIAL OWNERSHIP OF SECURITIES

 

201

Security Ownership of Clever Leaves

 

202

Security Ownership of Certain Beneficial Owners and Management of Holdco

 

203

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

 

205

SAMA Related Person Transactions

 

205

Related Party Policy

 

206

Clever Leaves Related Person Transactions and Policies

 

207

Transactions Related to the Business Combination

 

208

DESCRIPTION OF HOLDCO SECURITIES

 

211

Share Capital

 

211

Dividend Rights

 

211

Preemptive Rights

 

212

Amendment of Notice of Articles and Articles and Alteration of Share Capital

 

212

Dissent Rights

 

212

Annual Meetings

 

212

Board and Shareholder Ability to Call Special Meetings

 

212

Shareholder Meeting Quorum

 

212

Voting Rights

 

213

Shareholder Action by Written Consent

 

213

Inspection of Corporation Records

 

213

Election and Appointment of Directors

 

213

Removal of Directors

 

214

Requirements for Advance Notification of Shareholder Nominations

 

214

Approval of Mergers and Other Corporate Transactions

 

214

Limitations on Director Liability

 

214

Derivative or Other Suits

 

215

Listing

 

217

Holdco’s Transfer Agent

 

217

SAMA SECURITIES AND DIVIDENDS

 

218

SHARES ELIGIBLE FOR FUTURE SALE

 

219

iii

iv

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) (File No. 333-241707) by Clever Leaves Holdings Inc. (“Holdco”), a corporation organized under the laws of British Columbia, Canada, constitutes a prospectus of Holdco under Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”), with respect (1) to the Holdco common shares to be issued to shareholders of Clever Leaves, (2) the Holdco common shares to be issued to SAMA stockholders, (3) the warrants to acquire Holdco common shares to be issued to SAMA warrant holders and (4) the Holdco common shares underlying such warrants, if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the special meeting of stockholders at which SAMA stockholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Business Combination Agreement, among other matters.

ESTIMATED OUTSTANDING SHARE CALCULATION

For purposes of this proxy/statement prospectus, we have assumed that the number of Holdco common shares issued and outstanding as of closing will be 32,008,947 shares (the “Outstanding Shares”). This assumes no redemptions by SAMA stockholders, and includes: (i) 12,965,132 Holdco common shares issuable to current SAMA public stockholders pursuant to the Merger, (ii) 1,625,000 Holdco common shares issuable to the Sponsor and the independent directors of SAMA pursuant to the Merger, which shares are subject to lock-up restrictions as described under the heading “The Business Combination Proposal — Ancillary Agreements — Transaction Support Agreement”, (iii) 987,049 Holdco common shares issuable to former holders of Class C Preferred Shares of Clever Leaves pursuant to the Arrangement, (iv) 3,571,591 Holdco common shares issuable to former holders of Class D Preferred Shares of Clever Leaves pursuant to the Arrangement, (v) 594,571 Holdco common shares issuable to former holders of Series E Convertible Debentures of Clever Leaves pursuant to the Arrangement, (vi) 2,673,302 Holdco common shares issuable pursuant to the Arrangement to holders of Clever Leaves common shares who received such Clever Leaves common shares pursuant to the Eagle Share Exchange and (vii) 9,592,302 issuable to existing holders of Clever Leaves common shares pursuant to the Arrangement. The number of shares issuable as described in clauses (iii) through (vii) assumes that the closing of the Business Combination occurs on October 15, 2020 for purposes of determining the amount of paid-in-kind interest accrued on the Series E Convertible Debentures and thus the number of Holdco Common Shares issuable to former Series E Convertible Debentures pursuant to the Arrangement. A change of the date of the closing of the Business Combination will cause the allocation of Holdco common shares to change among the groups described in clauses (iii) through (vii) but will not cause the aggregate number of Holdco common shares issued to such groups or the number of outstanding Holdco common shares to change.

The preceding paragraph does not take into account: (i) 1,355,491 options issued by Clever Leaves that will become options of Holdco as a result of the Arrangement, (ii) 112,321 restricted share awards and restricted share units issued by Clever Leaves that will become restricted share awards and restricted share units of Holdco as a result of the Arrangement, (iii) 105,650 warrants to acquire Clever Leaves common shares issued to lenders of Clever Leaves that will become warrants to acquire Holdco common shares as a result of the Arrangement, (iii) 1,625,000 Holdco common shares that will be issuable to the Sponsor in the Merger but will be subject to certain vesting and forfeiture, as described under the heading “The Business Combination Proposal — Ancillary Agreements — Transaction Support Agreement,” (iv) 1,800,000 Holdco common shares issuable to the Earnout Shareholders pursuant to the Transaction Support Agreement, as described under the heading “The Business Combination Proposal — Ancillary Agreements —  Transaction Support Agreement” and (v)             Holdco common shares issuable pursuant Clever Leaves convertible notes, which will become convertible for Holdco common shares as a result of the Arrangement and the Merger.

Assuming maximum redemptions by SAMA’s public stockholders such that there is only enough cash remaining in the trust account to meet Minimum Cash Condition under the Business Combination Agreement (and assuming that no other cash is available to SAMA to meet such condition), as of closing, there will be 24,917,777 Holdco common shares issued and outstanding, of which 5,873,962 will be issuable to SAMA public stockholders.

With respect to all of the numbers of Holdco common shares (as well as equity awards) set forth above, that are issuable to Clever Leaves shareholders in the Arrangement, such amounts are based on Clever Leaves’ and SAMA’s assumptions as of the closing of the Business Combination of: (i) the net indebtedness of Clever Leaves (ii) the transaction expenses of Clever Leaves and SAMA in comparison to the transaction expenses limits set forth in the

1

Business Combination Agreement and (iii) the value of options and warrants that will be converted into to Holdco options and warrants as part of the Business Combination, in each case, calculated in accordance with the terms of the Business Combination Agreement (we refer to the amounts in clauses (i) through (iii) as the “Arrangement Consideration Adjustments”). The actual number of Holdco common shares (as well as equity awards) to be issued in the Arrangement will vary based on the actual Arrangement Consideration Adjustments and the actual Cash Arrangement Consideration at closing determined pursuant to the terms of the Business Combination Agreement. In addition, readers of this proxy statement/prospectus should be aware that the assumptions used by Clever Leaves and SAMA for the Arrangement Consideration Adjustments in determining the amounts set forth above are different from the determination of those amounts in the section titled “Unaudited Pro Forma Condensed Combined Financial Information” which has been calculated to give effect to the Business Combination described above as if it had occurred on June 30, 2020.

INDUSTRY AND MARKET DATA

In this proxy statement/prospectus, Clever Leaves relies on and refers to industry data, information and statistics regarding the markets in which it competes from research as well as from publicly available information, industry and general publications and research and studies conducted by third parties. Clever Leaves has supplemented this information where necessary with its own internal estimates, considering publicly available information about other industry participants and its management’s best view as to information that is not publicly available. This information appears in “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Clever Leaves,” “Industry Overview,” “Business of Clever Leaves” and other sections of this proxy statement/prospectus. Clever Leaves has taken such care as it considers reasonable in the extraction and reproduction of information from such data from third party sources.

Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the forecasts or estimates from independent third parties and Clever Leaves.

2

SUMMARY OF MATERIAL TERMS OF THE BUSINESS COMBINATION

The parties to the Business Combination Agreement are SAMA, Holdco, Merger Sub and Clever Leaves. Each of Holdco and Merger Sub were formed as new entities for the sole purpose of entering into and consummating the transactions set forth in the Business Combination Agreement.

Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth therein, at the effective time of the Arrangement, all of the Clever Leaves shareholders will exchange their Clever Leaves common shares for Holdco common shares and certain Clever Leaves shareholders will receive up to $7,500,000 in cash. On the calendar day immediately following the consummation of the Arrangement, Merger Sub will merge with and into SAMA, with SAMA surviving the Merger as a direct wholly-owned subsidiary of Holdco and, as a result of the Merger, all of the shares of SAMA common stock will be converted into the right to receive Holdco common shares as set forth in the Business Combination Agreement. Immediately following the consummation of the Merger, Holdco will contribute 100% of the issued and outstanding capital stock of SAMA (as the surviving corporation of the Merger) to Clever Leaves, such that SAMA will be a direct wholly-owned subsidiary of Clever Leaves. Immediately following the contribution of SAMA to Clever Leaves, Clever Leaves will contribute 100% of the issued and outstanding shares of NS US Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Clever Leaves, to SAMA. See “The Business Combination Proposal.”

The consideration payable to Clever Leaves shareholders in connection with the Arrangement consists of Holdco common shares and up to $7,500,000 in cash payable to certain Clever Leaves shareholders, which will be allocated among Clever Leaves shareholders pursuant to a payment spreadsheet delivered by Clever Leaves to SAMA prior to the Closing and will be calculated in accordance with a calculation methodology agreed by the parties. The consideration payable to SAMA stockholders in connection with the Merger consists of Holdco common shares. As a result of the Business Combination, SAMA and Clever Leaves will become wholly-owned subsidiaries of Holdco.

In addition to the requisite stockholder approval of the Business Combination Proposal, the closing of the Business Combination is subject to a number of conditions set forth in the Business Combination Agreement. For more information about the closing conditions to the Business Combination, see the section titled “The Business Combination Proposal — Conditions to Closing.”

Each party agreed in the Business Combination Agreement to use its reasonable best efforts to effect the Closing. The Business Combination Agreement also contains certain customary covenants by each of the parties during the period between the signing of the Business Combination Agreement and the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms, including covenants regarding: (1) the preparation of public filings; (2) the SAMA stockholders meeting; (3) the provision of access to their properties, books and personnel; (4) confidentiality; (5) no solicitation of, or entering into, any alternative competing transactions; (6) employee benefits; (7) the adoption of a new equity incentive plan for Holdco; (8) indemnification of directors and officers; (9) notifications of certain matters; (10) further assurances; (11) reasonable best efforts to consummate the Closing and obtain third party and regulatory approvals; (12) public announcements; (13) tax matters; (14) the listing of the Holdco common shares and Holdco warrants on Nasdaq; (15) the delisting and registration of SAMA securities from Nasdaq and the SEC after the Closing; (16) delivery of PCAOB financials by certain dates; (17) reasonable best efforts to consummate the Eagle Share Exchange; (18) PIPEs; (19) reasonable best efforts to obtain SAMA stockholders’ approval for an extension to the deadline for SAMA to consummate its initial business combination to December 31, 2020; (20) delivery of post-signing disclosure schedules by Clever Leaves; and (21) compliance with indebtedness covenants under the debt documents.

The Business Combination Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including, among other reasons: (i) by mutual written consent of SAMA and Clever Leaves; (ii) by either SAMA or Clever Leaves if the effective time of the Arrangement will not have occurred prior to December 31, 2020 (the “Outside Date”); provided, that the terminating party is not, either directly or indirectly through its affiliates, in breach or violation of any representation, warranty, covenant, agreement or obligation contained in the Business Combination Agreement and such breach or violation is not the principal cause of the failure of a condition set forth in the Business Combination Agreement on or prior to the Outside Date; (iii) by either SAMA or Clever Leaves if any governmental authority of competent jurisdiction will have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling which has become final and nonappealable and has the effect of making consummation of the Proposed Transactions illegal or otherwise preventing or prohibiting

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consummation of the Proposed Transactions; (iv) by either SAMA or Clever Leaves if any of the proposals set forth in this proxy statement/prospectus will fail to receive the requisite vote for approval at SAMA’s special meeting of stockholders; (v) by SAMA if the Clever Leaves board of directors has withdrawn or modified in any manner adverse to SAMA its approval or recommendation of the Proposed Transactions or the Business Combination Agreement; (vi) by SAMA if the Clever Leaves required approval will not have been obtained at Clever Leaves’ special meeting of shareholders in accordance with the Canadian interim order and applicable law; (vii) by SAMA upon a breach of any representation, warranty, covenant or agreement on the part of Clever Leaves, Holdco or Merger Sub set forth in the Business Combination Agreement, or if any representation or warranty of Clever Leaves will have become untrue, in either case such that the bring-down conditions set forth in Sections 9.02(a) and 9.02(b) of the Business Combination Agreement would not be satisfied; (viii) by Clever Leaves upon a breach of any representation, warranty, covenant or agreement on the part of SAMA set forth in the Business Combination Agreement, or if any representation or warranty of SAMA will have become untrue, in either case such that the bring-down conditions set forth in Sections 9.03(a) and 9.03(b) of the Business Combination Agreement would not be satisfied; or (ix) by SAMA, if there will have occurred a Clever Leaves Material Adverse Effect (as defined in the Business Combination Agreement).

Upon the Closing, the Holdco board of directors shall be comprised of up to seven directors, as determined in the sole discretion of Clever Leaves, of which SAMA shall have the right to designate one director and if the Holdco board of directors consists of six or seven directors, SAMA shall have the right to consent (such consent not to be unreasonably withheld, conditioned or delayed) with respect to the designation of one additional director. The current director of Holdco, Kyle Detwiler, will remain a director of Holdco. Gary M. Julien, one of SAMA’s directors, will also be a director of Holdco as the director designee of SAMA.

4

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms the “Company” and “Clever Leaves” refer to Clever Leaves International Inc., a company organized under the laws of British Columbia, Canada, and its consolidated subsidiaries, and the term “SAMA” refers to Schultze Special Purpose Acquisition Corp., a Delaware corporation. “Holdco” refers to Clever Leaves Holdings Inc., a newly formed corporation organized under the laws of British Columbia, Canada.

In this document:

“2018 Plan” means the Northern Swan Holdings, Inc. 2018 Omnibus Incentive Compensation Plan.

“2020 Plan” means the 2020 Incentive Award Plan of Holdco.

“Adjournment Proposal” means a proposal to adjourn the special meeting of stockholders to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting of stockholders, there are not sufficient votes to approve one or more proposals presented to stockholders for vote or if public stockholders have elected to redeem an amount of public shares such that the Minimum Cash Condition would not be satisfied.

“Ancillary Agreements” means certain additional agreements entered into or to be entered into pursuant to the Business Combination Agreement, including the Investors’ Right Agreement, the Transaction Support Agreement, the Shareholder Support Agreements and the Warrant Amendment.

“ANVISA” means the Brazilian Health Regulatory Agency.

“API” means active pharmaceutical ingredients.

“Arrangement” means the arrangement pursuant to the Plan of Arrangement.

“Arrangement Consideration Adjustments” means the assumptions in calculating the numbers of Holdco common shares (as well as equity awards) issuable to Clever Leaves shareholders in the Arrangement with respect to the (i) net indebtedness of Clever Leaves (ii) the transaction expenses of Clever Leaves and SAMA in comparison to the transaction expenses limits set forth in the Business Combination Agreement and (iii) the value of options and warrants that will be converted into Holdco options and warrants as part of the Business Combination. See the section titled “Estimated Outstanding Share Calculation.”

“BCA” means the Business Corporations Act (British Columbia).

“BfArM” means the German Federal Institute for Drugs and Medical Devices (Bundesinstitut für Arzneimittel und Medizinprodukte).

“broker non-vote” means the failure of a SAMA stockholder, who holds his or her shares in “street name” through a broker or other nominee, to give voting instructions to such broker or other nominee.

“BtMG” means the German Narcotics Law (Betäubungsmittelgesetz).

“Business Combination Agreement” means the Business Combination Agreement, dated as of July 25, 2020, as it may be amended, by and among SAMA, Clever Leaves, Holdco and Merger Sub.

“Business Combination” or “Proposed Transactions” means the Merger, the Arrangement and the other transactions contemplated by the Business Combination Agreement.

“Business Combination Proposal” means a proposal to approve the Business Combination Agreement and the Business Combination contemplated thereby.

“Canadian information circular” means an information circular relating to the Clever Leaves special meeting.

“Cansativa” means Cansativa GmbH.

“CBD” means cannabidiol, a cannabinoid and active ingredient derived from the cannabis and hemp plant.

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“Clever Leaves” means Clever Leaves International Inc., a company organized under the laws of British Columbia, Canada.

“Clever Leaves common shares” means Class A common shares in the capital of Clever Leaves.

“Clever Leaves Shares” means, collectively, the Class C preferred shares in the capital of Clever Leaves, the Class D preferred shares in the capital of Clever Leaves and the Clever Leaves common shares.

“Clever Leaves special meeting” means the special meeting of Clever Leaves shareholders required to approve the Arrangement.

“Closing” means the closing of the Business Combination.

“Colombian GMP” means the Colombian Good Manufacturing Practices.

“Continental” means Continental Stock Transfer & Trust Company.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“CRA” means the Canada Revenue Agency.

“CUMCS” means the Colombian Control Union Medical Cannabis Standard.

“DEA” means the United States Drug Enforcement Administration

“DGCL” means the Delaware General Corporation Law.

“Eagle” means Eagle Canada Holdings, Inc., a subsidiary of Clever Leaves.

“Eagle Minority Shareholders” means the four minority shareholders of Eagle who own the Exchangeable Class A common shares of Eagle.

“Eagle Share Exchange” means the conversion of the Exchangeable Class A common shares of Eagle into Clever Leaves common shares immediately prior to the Arrangement Effective Time in accordance with an existing Put Call Agreement and Articles of Eagle.

“Earnout Plan” means the 2020 Earnout Award Plan of Holdco.

“Earnout Award Plan Proposal” means the proposal to approve and adopt the Earnout Plan and the material terms thereunder.

“Ecomedics” or “Clever Leaves Colombia” means Ecomedics S.A.S., a company organized under the laws of the Republic of Colombia.

“Effective Date” means the effective date of the registration statement on Form S-4 of which this proxy statement/prospectus forms a part.

“Escrow Agent” means Continental as the escrow agent under the Stock Escrow Agreement.

“Escrow Agreement Amendment” means an amendment to the Stock Escrow Agreement to be entered into by SAMA, the Sponsor, other initial stockholders party thereto and the Escrow Agent in connection with the Business Combination.

“Escrow Shares” means 1,625,000 share of SAMA common stock held in escrow pursuant to the Stock Escrow Agreement that will replaced with 1,625,000 Holdco common shares upon the closing of the Business Combination.

“EU” means the European Union.

“EU GDP” means the European Union Good Distribution Practices.

“EU GMP” means the European Union Good Manufacturing Practices.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“FDA” means the United States Food and Drug Administration

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“FNE” means the Colombia National Narcotics Fund.

“founder shares” means shares of SAMA common stock initially purchased by the initial stockholders in private sales prior to SAMA’s initial public offering.

“GAAP” means United States generally accepted accounting principles.

“GACP” means Good Agricultural and Collection Practices in Colombia.

“GDP” means Good Distribution Practices, the minimum standards that a wholesale distributor must meet to ensure that the quality and integrity of medicines is maintained throughout the supply chain.

“HALMED” means the Croatian Agency for Medicinal Products and Medical Devices.

“Herbal Brands Loan” means the Loan and Security Agreement, dated as of May 3, 2019, as amended, by and among Rock Cliff Capital LLC, Herbal Brands and certain guarantors party thereto.

“Holdco” means Clever Leaves Holdings Inc., a newly formed corporation organized under the laws of British Columbia, Canada.

“Holdco Articles” means the form of amended and restated articles of Holdco to be adopted by the sole shareholder and sole director of Holdco in the form agreed upon by SAMA and Clever Leaves prior to the Effective Time.

“Holdco common shares” means common shares in the capital of Holdco.

“Holdco preferred shares” means preferred shares in the capital of Holdco.

“ICA” means the Colombian Agricultural Institute.

“INCB” means the International Narcotics Control Board.

“Incentive Award Plan Proposal” means the proposal to approve and adopt the 2020 Plan and the material terms thereunder.

“INFARMED” means National Authority of Medicines and Health Products, the Portuguese pharmaceutical regulator.

“initial stockholders” means the holders of the founder shares prior to SAMA’s initial public offering, including the Sponsor and certain independent directors of SAMA.

“Interim Period” means the period between the signing of the Business Combination Agreement and the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms.

“Investors’ Rights Agreement” means the Investors’ Rights Agreement to be signed by and among SAMA, Clever Leaves, Holdco and certain stockholders party thereto at the Closing in connection with the Business Combination.

“INVIMA” means the National Institute of Surveillance of Pharmaceuticals and Food (Instituto Nacional de Vigilancia de Medicamentos y Alimentos), Colombia’s food and drug regulatory agency.

“IQANNA” means IQANNA GmbH, a wholly owned subsidiary of Clever Leaves.

“Key Clever Leaves Shareholders” means certain Clever Leaves shareholders holding approximately 41.0% of the issued and outstanding voting securities of Clever Leaves on a fully-diluted and as-converted basis.

“Lift & Co.” means Lift & Co., a Canadian-based cannabis marketing and data company.

“LPs” means Canadian licensed producers of cannabis.

“Merger” means the merger of Merger Sub with and into SAMA, with SAMA surviving such merger. Pursuant to the Merger, prior stockholders of SAMA will receive Holdco common shares, and SAMA will become a wholly owned subsidiary of Holdco.

“Merger Sub” means Novel Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Holdco.

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“Minimum Cash Condition” means, after giving effect to the exercise of the Redemption and payments related thereto, that SAMA has at least an aggregate of $60,000,000 of cash held either in or outside of the trust account, including the aggregate amount of any proceeds from any PIPEs consummated prior to, or as of, the Closing.

“MNO” means multi-national operator.

“Nasdaq” means the Nasdaq Stock Market LLC.

“Northern Swan” means Clever Leaves, which until March 12, 2020 was known as Northern Swan Holdings, Inc.

“Outstanding Shares” means 32,008,947 Holdco common shares expected to be issued and outstanding as of the Closing, assuming no redemptions by SAMA stockholders and other factors, as further discussed in the section titled “Estimated Outstanding Share Calculation.”

“PIPEs” means any private placements of SAMA common stock or securities or indebtedness exercisable or exchangeable for, or convertible into, SAMA common stock, in each case, which shall become Holdco common shares in connection with the consummation of the Business Combination.

“Plan of Arrangement” means the plan of arrangement under the laws of British Columbia, Canada.

“private placement warrants” means the warrants to purchase SAMA common stock purchased by the Sponsor in a private placement in connection with SAMA’s initial public offering.

“public shares” means shares of SAMA common stock issued as part of the units sold in SAMA’s initial public offering.

“public stockholders” means the holders of public shares, including the Sponsor and SAMA’s officers and directors to the extent they purchase public shares, provided that their status as “public stockholders” shall only exist with respect to such public shares.

“public warrants” means the warrants included in the units sold in SAMA’s initial public offering, each of which is exercisable for one share of SAMA common stock, in accordance with its terms.

“Put Call Agreement” means the Put Call Agreement, dated as of October 31, 2019, by and among Clever Leaves, Eagle and the Eagle Minority Shareholders.

“Redemption” means the right of the holders of SAMA common stock to have their shares redeemed in accordance with the procedures set forth in this proxy statement/prospectus.

“Redemption Price” means an amount equal to a pro rata portion of the aggregate amount then on deposit in the trust account in accordance with the amended and restated certificate of incorporation of SAMA (as equitably adjusted for stock splits, stock dividends, combinations, recapitalizations and the like after the Closing). The redemption price will be calculated two business days prior to the completion of the Business Combination in accordance with the amended and restated certificate of incorporation of SAMA, as currently in effect.

“SAMA” means Schultze Special Purpose Acquisition Corp., a Delaware corporation.

“SAMA common stock” means shares of common stock of SAMA, par value $0.0001 per share.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Shareholder Support Agreements” means the Shareholder Support Agreements by and among SAMA, Holdco and the Key Clever Leaves Shareholders executed in connection with the Business Combination Agreement.

“Single Convention” means the Single Convention on Narcotic Drugs (1961).

“special meeting of stockholders” means the special meeting of the stockholders of SAMA, to be held on             , 2020 at 11:00 a.m., Eastern Time, at the offices of Greenberg Traurig, LLP, located at 1750 Tysons Boulevard, Suite 1000, McLean, VA 22102.

“Sponsor” means Schultze Special Purpose Acquisition Sponsor, LLC, a Delaware limited liability company.

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“Stock Escrow Agreement” means the Stock Escrow Agreement, dated as of December 10, 2018, by and among SAMA, the Sponsor, certain SAMA stockholders named therein and Continental.

“Tax Act” means the Income Tax Act (Canada) and the regulations thereunder.

“THC” means tetrahydrocannabinol, a cannabinoid and active ingredient found in cannabis.

“Transaction Support Agreement” means the Transaction Support Agreement, dated as of July 25, 2020, by and among SAMA, Clever Leaves, Holdco and the Sponsor.

“trust account” means the trust account that holds a portion of the proceeds of SAMA’s initial public offering and the concurrent sale of the private placement warrants maintained at UBS Securities LLC by Continental on behalf of SAMA’s public stockholders.

“units” means units issued in SAMA’s initial public offering, each consisting of one share of SAMA common stock and one warrant of SAMA to purchase one share of SAMA common stock.

“U.S. MSOs” means U.S. multi-state operators (cannabis companies that span across multiple legal cannabis states).

“warrant” means a warrant to purchase one share of SAMA common stock at a price of $11.50 per share.

“Warrant Agreement” means the warrant agreement, dated as of December 10, 2018, between SAMA and Continental.

“Warrant Amendment” means an assignment, assumption and amendment agreement with respect to the Warrant Agreement to be entered into by and among SAMA, Holdco and Continental in connection with the Business Combination.

“$” means the currency in dollars of the United States of America.

9

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the special meeting of stockholders, including with respect to the proposed Business Combination. The following questions and answers may not include all the information that is important to SAMA’s stockholders. Stockholders are urged to read carefully this entire proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein.

Q.     Why am I receiving this proxy statement/prospectus?

A.     SAMA has entered into the Business Combination Agreement with Holdco, Merger Sub and Clever Leaves, which provides for the Business Combination in which, among other transactions, Clever Leaves will become a direct wholly-owned subsidiary of Holdco and SAMA will become a direct wholly-owned subsidiary of Clever Leaves. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

If SAMA’s stockholders approve the Business Combination Proposal and the parties consummate the Business Combination: (i) Holdco is expected to issue an aggregate of 32,008,947 Outstanding Shares upon consummation of the Arrangement and the Merger, (ii) the current holders of SAMA common stock issued and outstanding immediately prior to the effective time of the Merger (other than any redeemed shares) will receive one Holdco common share in exchange for each share of SAMA common stock held by them, or an aggregate of 14,590,132 Holdco common shares (assuming no shares are redeemed); (iii) the Clever Leaves shareholders will receive aggregate consideration with a value (the “Arrangement Consideration”) equal to (a) $229,500,000, minus (b) Clever Leaves’ net debt, minus (c) the amount, if any, by which Clever Leaves’ transaction expenses exceed Clever Leaves’ transaction expenses cap, plus (d) the amount, if any, by which SAMA’s transaction expenses exceed SAMA’s transaction expenses cap, minus (e) the aggregate value of the issued and outstanding options and warrants of Clever Leaves that are being converted into options and warrants of Holdco in the Business Combination. The Arrangement Consideration minus up to $7,500,000 (the “Cash Arrangement Consideration”) will be paid to Clever Leaves shareholders in $175,311,356 in Holdco common shares, or 17,418,815 shares and 112,321 Holdco restricted share awards and restricted share units based on an assumed stock price of $10.00 per share, and the Cash Arrangement Consideration will be paid to certain Clever Leaves shareholders in cash. Please see the section titled “Estimated Outstanding Share Calculation,” The Business Combination Proposal — Business Combination Agreement” for further information.

SAMA’s stockholders are being asked to consider and vote upon the Business Combination Proposal to approve the adoption of the Business Combination Agreement and the Business Combination, among other proposals.

The SAMA common stock, warrants and units are currently listed on Nasdaq under the symbols “SAMA,” “SAMAW” and “SAMAU,” respectively. Holdco intends to apply to list the Holdco common shares and warrants on Nasdaq under the symbols “CLVR” and “CLVRW”, respectively, in connection with the Closing. All outstanding SAMA units will be separated into their underlying securities immediately prior to the Closing. Accordingly, Holdco will not have units following consummation of the Business Combination, and therefore there will be no Nasdaq listing of the units following the consummation of the Business Combination.

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the proposals to be acted upon at the special meeting of stockholders. You should read this proxy statement/prospectus and its annexes carefully and in their entirety. This document also constitutes a prospectus of Holdco with respect to the Holdco common shares and warrants issuable in connection with the Business Combination.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its annexes.

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Q.     What matters will SAMA stockholders consider at the special meeting of stockholders?

A.     At the special meeting of stockholders, SAMA will ask its stockholders to vote in favor of the following proposals:

1.      The Business Combination Proposal — a proposal to approve and adopt the Business Combination Agreement and the Business Combination.

2.      The Incentive Award Plan Proposal — a proposal to approve and adopt the 2020 Plan and the material terms thereunder.

3.      The Earnout Award Plan Proposal — a proposal to approve and adopt the Earnout Plan and the material terms thereunder.

4.      The Adjournment Proposal — a proposal to adjourn the special meeting of stockholders to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting of stockholders, there are not sufficient votes to approve one or more proposals presented to stockholders for vote or if public stockholders have elected to redeem an amount of public shares such that the Minimum Cash Condition would not be satisfied.

Q.     Are any of the proposals conditioned on one another?

A.     The Closing is conditioned upon the adoption of the Business Combination Proposal and the Earnout Award Plan Proposal. The Business Combination Proposal is conditioned upon the adoption of the Earnout Award Plan Proposal. The Incentive Award Plan Proposal and the Earnout Award Plan Proposal are conditioned upon the adoption of the Business Combination Proposal. The Adjournment Proposal is not conditioned upon the adoption of any other proposal set forth in this proxy statement/prospectus.

It is important to note that in the event that the Business Combination Proposal is not approved, then SAMA will not consummate the Business Combination. If SAMA does not consummate the Business Combination and fails to complete an initial business combination by September 30, 2020, or such later date as may be approved by SAMA’s stockholders, SAMA will be required to dissolve and liquidate.

Q.     What will happen upon the consummation of the Business Combination?

A.     Pursuant to the Business Combination Agreement, each of the following transactions will occur in the following order: (i) pursuant to the Arrangement, (a) all of the Clever Leaves shareholders will exchange their Clever Leaves common shares for Holdco common shares and (b) certain Clever Leaves shareholders will receive the Cash Arrangement Consideration, such that, immediately following the Arrangement Effective Time, Clever Leaves will be a direct wholly-owned subsidiary of Holdco; (ii) on the calendar day immediately following the consummation of the Arrangement, Merger Sub will merge with and into SAMA, with SAMA surviving the Merger as a direct wholly-owned subsidiary of Holdco and, as a result of the Merger, all of the shares of SAMA common stock will be converted into the right to receive Holdco common shares as set forth in the Business Combination Agreement; (iii) immediately following the consummation of the Merger, Holdco will contribute 100% of the issued and outstanding capital stock of SAMA (as the surviving corporation of the Merger) to Clever Leaves, such that SAMA will be a direct wholly-owned subsidiary of Clever Leaves; and (iv) immediately following the contribution of SAMA to Clever Leaves, Clever Leaves will contribute 100% of the issued and outstanding shares of NS US Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Clever Leaves, to SAMA.

In connection with the Business Combination:

•        each outstanding share of SAMA common stock will be automatically converted into one Holdco common share;

•        each of SAMA’s outstanding warrants will cease to represent a right to acquire shares of SAMA common stock and will instead represent the right to acquire the same number of Holdco common shares, at the same exercise price and on the same terms as in effect immediately prior to the Closing; and

•        the Clever Leaves shareholders will receive an aggregate of up to 32,008,947 Holdco common shares. See “Estimated Outstanding Share Calculation.

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Q.     Why is SAMA proposing the Business Combination Proposal?

A.     SAMA was organized for the purpose of entering into a merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. SAMA is not limited to a particular industry or geographic region.

SAMA received $130,000,000 from its initial public offering and the private placement of the private placement warrants, which was placed into the trust account immediately following the initial public offering. In accordance with SAMA’s amended and restated certificate of incorporation, the funds held in the trust account will be released upon the consummation of the Business Combination. See the question entitled “What happens to the funds held in the trust account upon consummation of the Business Combination?”

There are currently 16,215,132 shares of SAMA common stock issued and outstanding, consisting of 12,965,132 public shares and 3,250,000 founder shares. In addition, SAMA currently has 17,150,000 warrants to purchase shares of SAMA common stock outstanding, consisting of 13,000,000 public warrants and 4,150,000 private placement warrants. Each warrant entitles the holder thereof to purchase one share of SAMA common stock at a price of $11.50 per share, subject to adjustment as described in the final prospectus for SAMA’s initial public offering. The warrants will become exercisable 30 days after the completion of SAMA’s initial business combination, and expire at 5:00 p.m., New York City time, five years after the completion of SAMA’s initial business combination or earlier upon redemption or liquidation. The private placement warrants, however, are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. There are no shares of SAMA preferred stock issued and outstanding.

Under SAMA’s amended and restated certificate of incorporation, SAMA must provide all holders of public shares with the opportunity to have their public shares redeemed upon the consummation of SAMA’s initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote.

Based on its due diligence investigations of Clever Leaves and the industry in which it operates, including the financial and other information provided by Clever Leaves in the course of their negotiations in connection with the Business Combination Agreement, SAMA’s board of directors believes that Clever Leaves has the potential to drive market share over time in a significant and growing addressable market around the world and, based upon SAMA’s analyses and due diligence, has unrecognized value and other positive characteristics, such as competitive advantages in its industry. As a result, SAMA believes that a business combination with Clever Leaves has significant potential to create meaningful shareholder value following the consummation of the Business Combination. See the section titled “The Business Combination Proposal — SAMA’s Board of Directors’ Reasons for the Approval of the Business Combination.”

Q.     Who is Clever Leaves?

A.     Clever Leaves’ mission is to be an industry-leading global cannabinoid company recognized for its principles, people and performance while fostering a healthier global community. Clever Leaves is an MNO in the botanical cannabinoid and nutraceutical industries, with operations and investments in Colombia, Portugal, Germany, the United States and Canada. Clever Leaves is working to develop one of the industry’s leading, low-cost global business-to-business supply chains with the goal of providing high quality pharmaceutical grade and wellness products to customers and patients at competitive prices. Clever Leaves has invested in ecologically sustainable, large-scale, botanical cultivation and processing as the cornerstone of its medical cannabinoid business, and continues to develop strategic distribution channels and brands. Clever Leaves currently owns over 1.9 million square feet of greenhouse cultivation capacity across two continents and approximately 13 million square feet of agricultural land, with an option to acquire approximately 73 million additional square feet of land for cultivation expansion. In July 2020, Clever Leaves became one of a small group of cannabis companies in the world to receive EU GMP certification. As Clever Leaves has only recently begun to carry out its cannabinoid sales operations, its revenues for the year ended December 31, 2019 and the six months ended June 30, 2020 were principally derived from the non-cannabis nutraceuticals business of its subsidiary, Herbal Brands.

Q.     What equity stake will current SAMA stockholders and Clever Leaves shareholders have in Holdco after the Closing?

A.     Each of SAMA’s outstanding warrants will, as a result of the Business Combination, cease to represent a right to acquire shares of SAMA common stock and will instead represent the right to acquire the same number of Holdco common shares, at the same exercise price and on the same terms as in effect immediately prior to the Closing.

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It is anticipated that, upon completion of the Business Combination, SAMA’s existing stockholders, including the Sponsor, will own approximately 45.6% of the Outstanding Shares, not including 1,625,000 shares issuable to the Sponsor that will be subject to certain vesting and forfeiture arrangements pursuant to the Transaction Support Agreement, and Clever Leaves’ existing shareholders will own approximately 54.4% of the Outstanding Shares, not including 1,800,000 Holdco common shares issuable to the Earnout Shareholders pursuant to the Transaction Support Agreement. These percentages are calculated based on a number of assumptions, including that none of SAMA’s existing public stockholders exercise their redemption rights. If any of SAMA’s public stockholders exercise redemption rights, or any of the other assumptions, including those assumptions underlying the Arrangement Considerations Adjustments, are not true, these percentages will be different. Please see the section titled “Estimated Outstanding Share Calculation” for further information.

The following table illustrates two different redemption scenarios based on the assumptions described above: (1) no redemptions, which assumes that none of SAMA’s existing public stockholders exercise their redemption rights and (2) minimum cash, in which SAMA has, in the aggregate, not less than $60.0 million of cash available for distribution upon the consummation of the Business Combination after redemptions of 7,091,170 shares of SAMA common stock, satisfying the condition to Closing under the Business Combination Agreement:

     

No Redemptions

 

Minimum Cash

   

Number

 

Percentage

 

Number

 

Percentage

SAMA’s existing public stockholders

 

12,965,132

 

40.5

%

 

5,873,962

 

23.6

%

SAMA’s initial stockholders

 

1,625,000

 

5.1

%

 

1,625,000

 

6.5

%

Clever Leaves’ existing shareholders

 

17,418,815

 

54.4

%

 

17,418,815

 

69.9

%

Total

 

32,008,947

   

 

 

24,917,777

   

 

Q.     Who will be the directors and officers of Holdco if the Business Combination is consummated?

A.     It is anticipated that, at the Closing, Holdco’s board of directors will be composed of Kyle Detwiler, Andres Fajardo, Gary M. Julien and other directors who will be identified prior to the Closing. Holdco’s executive management team will be led by Kyle Detwiler, who will serve as the Chief Executive Officer of Holdco, and will include Andres Fajardo, Julián Wilches, Gustavo Escobar, Joseph T. Salameh, David M. Kastin and Joe Jacober. We are in the process of identifying the other individuals who will be members of the Holdco board of directors and Holdco executive officers. See the section titled “Management of Holdco Following the Business Combination” for additional information.

Q.     What conditions must be satisfied to complete the Business Combination?

A.     There are a number of closing conditions in the Business Combination Agreement, including that SAMA’s stockholders have approved and adopted the Business Combination Agreement. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, please see the section titled “The Business Combination Proposal — Business Combination Agreement.”

Q.     What happens if I sell my shares of SAMA common stock before the special meeting of stockholders?

A.     The record date for the special meeting of stockholders will be earlier than the date that the Business Combination is expected to be completed. If you transfer your shares of SAMA common stock after the record date, but before the special meeting of stockholders, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting of stockholders. However, you will not be able to seek redemption of your shares of SAMA common stock because you will no longer be able to deliver them for cancellation upon the Closing. If you transfer your shares of SAMA common stock prior to the record date, you will have no right to vote those shares at the special meeting of stockholders or to redeem those shares for a pro rata portion of the proceeds held in SAMA’s trust account. Only SAMA’s stockholders on the date of the Closing will be entitled to receive Holdco common shares upon consummation of the Business Combination.

Q.     What vote is required to approve the proposals presented at the special meeting of stockholders?

A.     The approval of the Business Combination Proposal requires the affirmative vote of the holders of at least a majority of all then outstanding shares of SAMA common stock entitled to vote thereon at the special meeting of stockholders. Accordingly, a stockholder’s failure to vote in person or by proxy at the special meeting of stockholders, an abstention from voting, or a broker non-vote, will have the same effect as a vote “AGAINST” the Business Combination Proposal.

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The approval of each of the Incentive Award Plan Proposal, the Earnout Award Plan Proposal and, if presented, the Adjournment Proposal requires the affirmative vote of the holders of at least a majority of the shares of SAMA common stock entitled to vote thereon and voted (in person or by proxy) at the special meeting of stockholders. Accordingly, if a valid quorum is otherwise established, a stockholder’s failure to vote in person or by proxy at the special meeting of stockholders, an abstention from voting, or a broker non-vote, will have no effect on the outcome of any vote on the Incentive Award Plan Proposal, the Earnout Award Plan Proposal or, if presented, the Adjournment Proposal.

Additionally, you are not required to affirmatively vote for or against the Business Combination Proposal in order to exercise your redemption rights.

Q.     Do Clever Leaves’ shareholders need to approve the Business Combination?

A.     It is a condition to Closing that Clever Leaves’ shareholders approve the Arrangement and related transactions. Clever Leaves expects to convene a meeting of Clever Leaves shareholders pursuant to an interim order of the Supreme Court of British Columbia providing for, among other things, the calling and holding of such meeting to consider, and if deemed advisable approve, a special resolution of Clever Leaves shareholders in respect of the Arrangement and related transactions, in substantially the form attached as Exhibit B to the Business Combination Agreement, which is included as Annex A to this proxy statement/prospectus. In connection with such meeting, Clever Leaves expects to distribute the Canadian information circular to its shareholders which will contain a notice of meeting and the accompanying management information circular.

In connection with the execution of the Business Combination Agreement, SAMA, Holdco and the Key Clever Leaves Shareholders entered into the Shareholder Support Agreements, pursuant to which among other things, the Key Clever Leaves Shareholders agreed to vote their Clever Leaves Shares in favor of the Business Combination Agreement, the Plan of Arrangement, the Arrangement, resolutions of Clever Leaves to approve the Plan of Arrangement and the Arrangement, the Business Combination and certain related transactions. The Key Clever Leaves Shareholders include all Clever Leaves shareholders that are executive officers, directors, affiliates, founders and their family members, and certain holders of 5% or more of the outstanding voting Clever Leaves Shares.

Q.     May SAMA, the Sponsor or SAMA’s directors, officers or advisors, or their affiliates, purchase shares in connection with the Business Combination?

A.     In connection with the stockholder vote to approve the proposed Business Combination, SAMA may privately negotiate transactions to purchase shares prior to the Closing from stockholders who would have otherwise elected to have their shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per-share pro rata portion of the trust account without the prior written consent of Clever Leaves. None of the Sponsor or SAMA’s directors, officers or advisors, or their respective affiliates, will make any such purchases when they are in possession of any material non-public information not disclosed to the seller. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of such shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor or SAMA’s directors, officers, advisors or their affiliates purchase shares of SAMA common stock in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. The purpose of such purchases could be to vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining stockholder approval of the Business Combination, or to satisfy the Minimum Cash Condition. This may result in the completion of the Business Combination that may not otherwise have been possible.

Q.     Will SAMA or Holdco issue additional equity securities in connection with the consummation of the Business Combination?

A.     Holdco or SAMA may enter into PIPEs in connection with the proposed Business Combination with their respective affiliates or any third parties if SAMA determines that the issuance of additional equity is necessary or desirable in connection with the consummation of the Business Combination. The purpose of any such PIPEs may include increasing the likelihood of SAMA meeting the Minimum Cash Condition to consummation of

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the Business Combination. Any such PIPEs could result in dilution of the relative ownership interest of the non-redeeming public stockholders or the former Clever Leaves shareholders. As the amount, if any, of such PIPEs is not currently known, specific information as to percentage ownership that may result therefrom cannot be provided. If SAMA enters into a binding commitment in respect of any such PIPEs, SAMA will file a Current Report on Form 8-K with the SEC to disclose details of any such PIPEs.

Q.     How many votes do I have at the special meeting of stockholders?

A.     SAMA’s stockholders are entitled to one vote at the special meeting of stockholders for each share of SAMA common stock held of record as of the record date. As of the close of business on the record date, there were 16,215,132 outstanding shares of SAMA common stock.

Q.     How will the initial stockholders vote?

A.     In connection with SAMA’s initial public offering, SAMA entered into an agreement with the initial stockholders, pursuant to which each agreed to vote their founder shares and any other shares acquired during and after SAMA’s initial public offering in favor of the Business Combination Proposal. Neither the initial stockholders nor SAMA’s directors or officers have purchased any shares during or after SAMA’s initial public offering and neither SAMA, the Sponsor nor SAMA’s directors or officers have entered into agreements, and are not currently in negotiations, to purchase shares of SAMA common stock. Currently, the initial stockholders hold all of the founder shares, which represent approximately 20% of the issued and outstanding shares of SAMA common stock.

Q.     What interests do SAMA’s current officers and directors have in the Business Combination?

A.     SAMA’s directors and executive officers may have interests in the Business Combination that are different from, in addition to or in conflict with, yours. These interests include:

•        the beneficial ownership of the Sponsor and certain of SAMA’s directors and officers of an aggregate of 3,250,000 founder shares, which shares would become worthless if SAMA does not complete a business combination within the applicable time period, as the initial stockholders have waived any right to redemption with respect to these shares. Such shares have an aggregate market value of approximately $              , based on the closing price of the SAMA common stock of $             on Nasdaq on             , 2020, the record date for the special meeting of stockholders;

•        the beneficial ownership of the Sponsor and certain of SAMA’s directors and officers of an aggregate of 4,150,000 private placement warrants, which warrants would expire and become worthless if SAMA does not complete a business combination within the applicable time period. Such warrants have an aggregate market value of approximately $            , based on the closing price of the public warrants of $             on Nasdaq on             , 2020, the record date for the special meeting of stockholders;

•        SAMA’s directors and officers will not receive reimbursement for any out-of-pocket expenses incurred by them on SAMA’s behalf incident to identifying, investigating and consummating a business combination to the extent such expenses exceed the amount not required to be retained in the trust account, unless a business combination is consummated;

•        the potential continuation of Gary M. Julien, one of SAMA’s directors, as a director of Holdco following the consummation of the Business Combination; and

•        the continued indemnification of current directors and officers of SAMA and the continuation of directors’ and officers’ liability insurance after the Business Combination.

These interests may influence SAMA’s directors in making their recommendation that you vote in favor of the approval of the Business Combination Proposal. You should also read the section titled “The Business Combination Proposal — SAMA’s Board of Directors’ Reasons for the Approval of the Business Combination.”

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Q.     Did SAMA’s board of directors obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A.     SAMA’s board of directors did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. SAMA’s board of directors believes that based upon the financial skills and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to its stockholders. SAMA’s board of directors also determined, without seeking a valuation from a financial advisor, that Clever Leaves’ fair market value was at least 80% of SAMA’s net assets (excluding taxes payable on the income accrued in the trust account). Accordingly, investors will be relying on the judgment of SAMA’s board of directors as described above in valuing the Clever Leaves business and assuming the risk that the board of directors may not have properly valued such business.

Q.     What happens if the Business Combination Proposal is not approved?

A.     If the Business Combination Proposal is not approved and SAMA does not consummate a business combination by September 30, 2020 or amend its amended and restated certificate of incorporation to extend the date by which SAMA must consummate an initial business combination, SAMA will be required to dissolve and liquidate the trust account.

Q.     Do I have redemption rights?

A.     If you are a holder of public shares, you may redeem your public shares for cash equal to their pro rata share of the aggregate amount on deposit in the trust account, which holds the proceeds of SAMA’s initial public offering, as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the trust account and not previously released to SAMA to pay its franchise and income taxes, upon the consummation of the Business Combination. Holders of SAMA’s outstanding warrants do not have redemption rights with respect to such warrants in connection with the Business Combination. All of the initial stockholders have agreed to waive their redemption rights with respect to their founder shares and any public shares that they may have acquired during or after SAMA’s initial public offering in connection with the completion of SAMA’s initial business combination. The founder shares will be excluded from the pro rata calculation used to determine the per-share redemption price. For illustrative purposes, based on funds in the trust account of approximately $132.4 million on June 30, 2020, the estimated per share redemption price would have been approximately $10.21. This is greater than the $10.00 initial public offering price of SAMA’s units. Additionally, public shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise, holders of such shares will only be entitled to a pro rata portion of the trust account, including interest earned on the funds held in the trust account and not previously released to SAMA to pay franchise and income taxes (less $150,000 for any dissolution or liquidation related expenses, as applicable), in connection with the liquidation of the trust account.

Q.     Is there a limit on the number of shares I may redeem?

A.     A public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to 15% or more of the public shares. Accordingly, all shares in excess of 15% of the public shares owned by a holder will not be redeemed. On the other hand, a public stockholder who holds less than 15% of the public shares may redeem all of the public shares held by such stockholder for cash.

Q.     Will how I vote affect my ability to exercise redemption rights?

A.     No. You may exercise your redemption rights whether you vote your public shares for or against the Business Combination Proposal or do not vote your shares. As a result, the Business Combination Proposal can be approved by stockholders who will redeem their public shares and no longer remain stockholders, leaving stockholders who choose not to redeem their public shares holding shares in a company with a less liquid trading market, fewer stockholders, less cash and the potential inability to meet the listing standards of Nasdaq.

It is a condition to closing under the Business Combination Agreement, however, that SAMA has an aggregate of $60.0 million of cash held either in or outside of the trust account, including the aggregate amount of any

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proceeds from any PIPEs consummated prior to, or as of, the Closing. If redemptions by public stockholders cause SAMA to be unable to meet this closing condition, then Clever Leaves will not be required to consummate the Business Combination, although it may, in its sole discretion, waive this condition.

Q.     How do I exercise my redemption rights?

A.     In order to exercise your redemption rights, you must, prior to 4:30 p.m. Eastern time on             , 2020 (two business days before the special meeting of stockholders), (i) submit a written request to SAMA’s transfer agent that SAMA redeem your public shares for cash, and (ii) deliver your public shares to SAMA’s transfer agent physically or electronically through the Depository Trust Company, or DTC. The address of Continental, SAMA’s transfer agent, is listed under the question “Who can help answer my questions?” below. SAMA requests that any requests for redemption include the identity as to the beneficial owner making such request. Electronic delivery of your public shares generally will be faster than delivery of physical stock certificates.

A physical stock certificate will not be needed if your stock is delivered to SAMA’s transfer agent electronically. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC and SAMA’s transfer agent will need to act to facilitate the request. It is SAMA’s understanding that stockholders should generally allot at least one week to obtain physical certificates from the transfer agent. However, because SAMA does not have any control over this process or over the brokers or DTC, it may take significantly longer than one week to obtain a physical stock certificate. If it takes longer than anticipated to obtain a physical certificate, stockholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with SAMA’s consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to SAMA’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that SAMA’s transfer agent return the shares (physically or electronically). Such requests may be made by contacting SAMA’s transfer agent at the phone number or address listed under the question “Who can help answer my questions?”

Q.     What are the U.S. federal income tax consequences of exercising my redemption rights?

A.     SAMA stockholders who exercise their redemption rights to receive cash in exchange for their SAMA common stock generally will be required to treat the transaction as a sale of such shares for U.S. federal income tax purposes and recognize gain or loss upon the redemption in an amount equal to the difference, if any, between the amount of cash received and the tax basis of the shares of SAMA common stock redeemed. See the section titled “Material U.S. Federal Income Tax Considerations of the Business Combination.

Q.     What are the U.S. federal income tax consequences of the Business Combination to holders of SAMA common stock and warrants?

A.     Although the matter is not free from doubt, the exchange of SAMA common stock for Holdco common shares pursuant to the Merger generally is expected to qualify as a tax-free exchange for U.S. federal income tax purposes. In addition, although the matter is not free from doubt, the Merger may be a taxable transaction for U.S. federal income tax purposes to holders of SAMA warrants. Holders of SAMA common stock and warrants should read the information included under the section titled “Material U.S. Federal Income Tax Considerations of the Business Combination” for a more detailed discussion of the material U.S. federal income tax consequences of the Business Combination and such holders are urged to consult with their tax advisors to determine the tax consequences to them of the Business Combination.

Q:     If I am a SAMA warrant holder, can I exercise redemption rights with respect to my warrants?

A:     No. There are no redemption rights with respect to SAMA warrants.

Q:     Do I have appraisal rights if I object to the proposed Business Combination?

A:     No. There are no appraisal rights available to holders of shares of SAMA common stock or warrants in connection with the Business Combination.

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Q:     What happens to the funds held in the trust account upon consummation of the Business Combination?

A:     If the Business Combination is consummated, the funds held in the trust account will be released to pay (i) SAMA stockholders who properly exercise their redemption rights and (ii) the Cash Arrangement Consideration pursuant to the Business Combination Agreement. Any additional funds available for release from the trust account will be used for general corporate purposes of Holdco following the Business Combination, including the payment of reasonable and documented transaction expenses of the parties to the Business Combination Agreement.

Q:     What happens if the Business Combination is not consummated?

A:     There are certain circumstances under which the Business Combination Agreement may be terminated. See the section titled “The Business Combination Proposal — Business Combination Agreement — Clever Leaves, Holdco and Merger Sub Conditions to Closing — Termination” for information regarding the parties’ specific termination rights.

If, as a result of the termination of the Business Combination Agreement or otherwise, SAMA does not complete an initial business combination by September 30, 2020, or such later date as may be approved by SAMA’s stockholders, SAMA’s amended and restated certificate of incorporation provides that SAMA will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any interest earned on the funds held in the trust account net of interest that may be used by SAMA to pay its franchise and income taxes payable and $150,000 for any dissolution or liquidation related expenses, as applicable, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of SAMA’s remaining stockholders and SAMA’s board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. See the section titled “Risk Factors — Risks Related to the Business Combination, Redemptions and Certain Outstanding SAMA Securities — SAMA may not be able to complete the Business Combination within the prescribed time frame, in which case SAMA would cease all operations except for the purpose of winding up and SAMA would redeem its public shares and liquidate, in which case SAMA’s public stockholders may only receive $10.00 per share, or less than such amount in certain circumstances, and SAMA’s warrants will expire worthless” and “— SAMA’s stockholders may be held liable for claims by third parties against SAMA to the extent of distributions received by them upon redemption of their shares.” Holders of founder shares have waived any right to any liquidation distribution with respect to those shares.

In the event of liquidation, there will be no distribution with respect to SAMA’s outstanding warrants. Accordingly, the warrants will expire worthless.

Q:     When is the Business Combination expected to be completed?

A:     It is currently anticipated that the Business Combination will be consummated promptly following the special meeting of stockholders, provided that all other conditions to the consummation of the Business Combination have been satisfied or waived.

For a description of the conditions to the completion of the Business Combination, see the section titled “The Business Combination Proposal — Business Combination Agreement — Conditions to Closing.

Q:     What do I need to do now?

A:     You are urged to carefully read and consider the information contained in this proxy statement/prospectus, including the financial statements and annexes attached hereto, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

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Q:     How do I vote?

A:     If you were a holder of record of shares of SAMA common stock on             , 2020, the record date for the special meeting of stockholders, you may vote with respect to the applicable proposals in person at the special meeting of stockholders or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the special meeting of stockholders and vote in person, obtain a proxy from your broker, bank or nominee.

Q:     What will happen if I abstain from voting or fail to vote at the special meeting of stockholders?

A:     At the special meeting of stockholders, SAMA will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, an abstention or failure to vote will the same effect as a vote “AGAINST” the Business Combination Proposal and no effect on the outcome of any vote on the Incentive Award Plan Proposal, the Earnout Award Plan Proposal or, if presented, the Adjournment Proposal.

Q:     What will happen if I sign and return my proxy card without indicating how I wish to vote?

A:     Signed and dated proxies received by SAMA without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders.

Q.     Do I need to attend the special meeting of stockholders to vote my shares?

A.     No. You are invited to attend the special meeting of stockholders to vote on the proposals described in this proxy statement/prospectus. However, you do not need to attend the special meeting of stockholders to vote your shares. Instead, you may submit your proxy by signing, dating and returning the applicable enclosed proxy card(s) in the pre-addressed postage-paid envelope. Your vote is important. SAMA encourages you to vote as soon as possible after carefully reading this proxy statement/prospectus.

Q.     If I am not going to attend the special meeting of stockholders in person, should I return my proxy card instead?

A.     Yes. After carefully reading and considering the information contained in this proxy statement/prospectus, please submit your proxy, as applicable, by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q.     If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A.     No. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-discretionary matters, unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. SAMA believes the proposals presented to the stockholders at the special meeting of stockholders will be considered non-discretionary and therefore your broker, bank or nominee cannot vote your shares without your instruction. If you do not provide instructions with your proxy, your bank, broker or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a bank, broker or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will not be counted for the purpose of determining the existence of a quorum or for purposes of determining the number of votes cast at the special meeting of stockholders and will have the same effect as a vote “AGAINST” the Business Combination Proposal. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide. However, in no event will a broker non-vote that has the effect of voting against the Business Combination Proposal also have the effect of exercising your redemption rights for a pro rata portion of the trust account, and therefore no shares as to which a broker non-vote occurs will be redeemed in connection with the proposed Business Combination.

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Q.     May I change my vote after I have mailed my signed proxy card?

A.     Yes. You may change your vote by sending a later-dated, signed proxy card to SAMA’s proxy solicitor, Morrow Sodali LLC, at 470 West Avenue, Stamford, CT 06902 prior to the vote at the special meeting of stockholders, or attend the special meeting of stockholders and vote in person. You also may revoke your proxy by sending a notice of revocation to Morrow Sodali LLC, provided such revocation is received prior to the vote at the special meeting of stockholders. If your shares are held in street name by a broker or other nominee, you must contact the broker or nominee to change your vote.

Q.     What should I do if I receive more than one set of voting materials?

A.     You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q.     What is the quorum requirement for the special meeting of stockholders?

A.     A quorum will be present at the special meeting of stockholders if a majority of the SAMA common stock outstanding and entitled to vote at the meeting is represented in person or by proxy. As of the record date for the special meeting of stockholders, 8,107,567 shares of SAMA common stock would be required to achieve a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or your broker, bank or other nominee submits one on your behalf) or if you vote in person at the special meeting of stockholders. Abstentions will be counted towards the quorum requirement. In the absence of a quorum, the chairman of the special meeting of stockholders will have the power to adjourn such meeting.

Q.     What happens to SAMA warrants I hold if I vote my shares of SAMA common stock against approval of the Business Combination Proposal and validly exercise my redemption rights?

A.     Properly exercising your redemption rights as a SAMA stockholder does not result in either a vote “FOR” or “AGAINST” the Business Combination Proposal. If the Business Combination is completed, all of your SAMA warrants will automatically convert into warrants to purchase Holdco common shares as described in this proxy statement/prospectus. If the Business Combination is not completed, you will continue to hold your SAMA warrants, and if SAMA does not otherwise consummate an initial business combination by September 30, 2020, or such later date as may be approved by SAMA’s stockholders, SAMA will be required to dissolve and liquidate, and your warrants will expire worthless.

Q.     Who will solicit and pay the cost of soliciting proxies?

A.     SAMA will pay the cost of soliciting proxies for the special meeting of stockholders. SAMA has engaged Morrow Sodali LLC to assist in the solicitation of proxies for the special meeting of stockholders. SAMA has agreed to pay Morrow Sodali LLC a fee of $            . SAMA will reimburse Morrow Sodali LLC for reasonable out-of-pocket expenses and will indemnify Morrow Sodali LLC and its affiliates against certain claims, liabilities, losses, damages and expenses. SAMA also will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of SAMA common stock for their expenses in forwarding soliciting materials to beneficial owners of SAMA common stock and in obtaining voting instructions from those owners. SAMA’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

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Q.     Who can help answer my questions?

A.     If you have questions about the proposals, or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact SAMA’s proxy solicitor:

Morrow Sodali LLC
470 West Avenue
Stamford, CT 06902
Telephone: (800) 662-5200
Banks and brokers: (203) 658-9400
Email: SAMA.info@investor.morrowsodali.com

You may also contact SAMA at:

Schultze Special Purpose Acquisition Corp.
800 Westchester Avenue, Suite 632
Rye Brook, NY 10573
Telephone: (914) 701-5260
Attention: Scarlett Du, Secretary

To obtain timely delivery of the documents in advance of the special meeting of stockholders to be held on         , 2020, SAMA’s stockholders must request the materials no later than five business days prior to the special meeting of stockholders, by               , 2020.

You may also obtain additional information about SAMA from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.”

The accompanying proxy statement/prospectus incorporates important business and financial information about SAMA and Clever Leaves from documents that are not included in or delivered with the accompanying proxy statement/prospectus. This information is available to you without charge upon your request. You can obtain documents incorporated by reference into the accompanying proxy statement/prospectus (other than certain exhibits or schedules to these documents) by requesting them in writing or by telephone from the appropriate company at the addresses and telephone numbers listed above. Requests made to Clever Leaves should be directed to the address and telephone number noted below:

Clever Leaves International Inc.
489 Fifth Avenue, 27th Floor
New York, New York 10017
Telephone: 646-880-4382

If you intend to seek redemption of your public shares, you will need to send a letter demanding redemption and deliver your shares (either physically or electronically) to SAMA’s transfer agent prior to 4:30 p.m., New York time, on the second business day prior to the special meeting of stockholders. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, NY 10004
Attn: Mark Zimkind
Email: mzimkind@continentalstock.com

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the special meeting of stockholders, including the Business Combination Proposal, you should read this entire document carefully, including the Business Combination Agreement attached as Annex A to this proxy statement/prospectus. The Business Combination Agreement is the legal document that governs the Arrangement and the Merger and the other transactions that will be undertaken in connection with the Business Combination. It is also described in detail in this proxy statement/prospectus in the section titled “The Business Combination Proposal — Business Combination Agreement.”

The Parties

SAMA

SAMA is a blank check company incorporated in Delaware on June 11, 2018. SAMA was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses.

The SAMA common stock, warrants and units are currently listed on the Nasdaq Capital Market under the symbols “SAMA,” “SAMAW” and “SAMAU,” respectively. In connection with the Business Combination, (i) each outstanding share of SAMA common stock will be automatically converted into one Holdco common share and (ii) each of SAMA’s outstanding warrants will cease to represent a right to acquire shares of SAMA common stock and will instead represent the right to acquire the same number of Holdco common shares, at the same exercise price and on the same terms as in effect immediately prior to the Closing. The units will automatically separate into the component securities upon consummation of the Business Combination and, as a result, will no longer trade as a separate security.

The mailing address of SAMA’ principal executive office is 800 Westchester Avenue, Suite 632, Rye Brook, New York 10573, United States and its telephone number is (914) 701-5260.

Clever Leaves

Clever Leaves’ mission is to be an industry-leading global cannabinoid company recognized for its principles, people and performance while fostering a healthier global community. Clever Leaves is an MNO in the botanical cannabinoid and nutraceutical industries, with operations and investments in Colombia, Portugal, Germany, the United States and Canada. Clever Leaves is working to develop one of the industry’s leading, low-cost global business-to-business supply chains with the goal of providing high quality pharmaceutical grade and wellness products to customers and patients at competitive prices. Clever Leaves has invested in ecologically sustainable, large-scale, botanical cultivation and processing as the cornerstone of its medical cannabinoid business, and continues to develop strategic distribution channels and brands. Clever Leaves currently owns over 1.9 million square feet of greenhouse cultivation capacity across two continents and approximately 13 million square feet of agricultural land, with an option to acquire approximately 73 million additional square feet of land for cultivation expansion. In July 2020, Clever Leaves became one of a small group of cannabis companies in the world to receive EU GMP certification. For further information, see the section titled “Business of Clever Leaves.”

The mailing address of Clever Leaves’ principal executive office is 489 Fifth Avenue, 27th Floor, New York, New York 10017, United States and its telephone number is (646) 880-4382.

Holdco

Clever Leaves Holdings Inc. was incorporated under the laws of British Columbia on July 23, 2020. Holdco owns no material assets and does not operate any business. Prior to the consummation of the Business Combination, the sole director of Holdco is Kyle Detwiler, who is currently the Chief Executive Officer of Clever Leaves, and the sole shareholder of Holdco is Clever Leaves.

The address of Holdco’s registered office is 250 Howe Street, 20th Floor, Vancouver, British Columbia, V6C 3R8, Canada. After the consummation of the Business Combination, its principal executive office will be that of Clever Leaves, located at 489 Fifth Avenue, 27th Floor, New York, New York 10017, United States, and its telephone number will be (646) 880-4382.

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Merger Sub

Novel Merger Sub Inc. is a Delaware corporation and a direct wholly owned subsidiary of Holdco. Merger Sub was formed solely in contemplation of the Business Combination, has not commenced any operations, has only nominal assets and has no liabilities or contingent liabilities, nor any outstanding commitments other than as set forth in the Business Combination Agreement.

The mailing address of Merger Sub’s principal executive office is 489 Fifth Avenue, 27th Floor, New York, New York 10017, and its telephone number is (646) 880-4382.

The Business Combination Proposal

At the special meeting of the stockholders, SAMA stockholders will be asked to consider and vote upon a proposal to approve the Business Combination Agreement, by and among SAMA, Holdco, Merger Sub and Clever Leaves, and the Business Combination contemplated thereby, pursuant to which: (i) pursuant to the Arrangement, (a) all of the Clever Leaves shareholders will exchange their Clever Leaves common shares for Holdco common shares and (b) certain Clever Leaves shareholders will receive up to $7,500,000 in cash, such that, immediately following the Arrangement, Clever Leaves will be a direct wholly-owned subsidiary of Holdco; (ii) on the calendar day immediately following the consummation of the Arrangement, Merger Sub will merge with and into SAMA, with SAMA surviving the Merger as a direct wholly-owned subsidiary of Holdco and, as a result of the Merger, all of the shares of SAMA common stock will be converted into the right to receive Holdco common shares as set forth in the Business Combination Agreement; (iii) immediately following the consummation of the Merger, Holdco will contribute 100% of the issued and outstanding capital stock of SAMA (as the surviving corporation of the Merger) to Clever Leaves, such that SAMA will be a direct wholly-owned subsidiary of Clever Leaves; and (iv) immediately following the contribution of SAMA to Clever Leaves, Clever Leaves will contribute 100% of the issued and outstanding shares of NS US Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Clever Leaves, to SAMA. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

The Incentive Compensation Plan Proposal

At the special meeting of the stockholders, SAMA stockholders will be asked to consider and vote upon a proposal to approve and adopt the 2020 Plan and the material terms thereunder. A copy of the 2020 Plan is included in this proxy statement/prospectus as Annex C.

The Earnout Award Plan Proposal

At the special meeting of the stockholders, SAMA stockholders will be asked to consider and vote upon a proposal to approve and adopt the Earnout Plan and the material terms thereunder. A copy of the Earnout Plan is included in this proxy statement/prospectus as Annex D.

The Adjournment Proposal

At the special meeting of stockholders, SAMA stockholders will be asked to consider and vote upon a proposal to adjourn the special meeting of stockholders to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting of stockholders, there are not sufficient votes to approve one or more proposals presented to stockholders for vote or if public stockholders have elected to redeem an amount of public shares such that the Minimum Cash Condition would not be satisfied.

Date, Time and Place of Special Meeting of SAMA Stockholders

The special meeting of stockholders will be held at 11:00 a.m., Eastern time, on             , 2020, at the offices of Greenberg Traurig, LLP, located at 1750 Tysons Boulevard, Suite 1000, McLean, VA 22102.

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Voting Power; Record Date

SAMA stockholders owning shares of SAMA common stock at the close of business on             , 2020, which is the record date for the special meeting of stockholders, will be entitled to vote or direct votes to be cast at such special meeting of stockholders. Each SAMA stockholder is entitled to one vote for each share of SAMA common stock owned as of the close of business on the record date.

Quorum and Vote of SAMA Stockholders

A quorum will be present at the special meeting of stockholders if a majority of the SAMA common stock outstanding and entitled to vote at the meeting is represented in person or by proxy. As of the record date for the special meeting of stockholders, 8,107,567 shares of SAMA common stock would be required to achieve a quorum. Abstentions will count as present for the purposes of establishing a quorum.

The approval of the Business Combination Proposal requires the affirmative vote of the holders of at least a majority of all then outstanding shares of SAMA common stock entitled to vote thereon at the special meeting of stockholders. Accordingly, a stockholder’s failure to vote in person or by proxy at the special meeting of stockholders, an abstention from voting, or a broker non-vote, will have the same effect as a vote “AGAINST” the Business Combination Proposal.

The approval of each of the Incentive Award Plan Proposal, the Earnout Award Plan Proposal and, if presented, the Adjournment Proposal, requires the affirmative vote of the holders of at least a majority of the shares of SAMA common stock entitled to vote thereon and voted (in person or by proxy) at the special meeting of stockholders. Accordingly, if a valid quorum is otherwise established, a stockholder’s failure to vote in person or by proxy at the special meeting of stockholders, an abstention from voting, or a broker non-vote, will have no effect on the outcome of any vote on the Incentive Award Plan Proposal, the Earnout Award Plan Proposal or, if presented, the Adjournment Proposal.

The Closing is conditioned upon the adoption of the Business Combination Proposal and the Earnout Award Plan Proposal. The Business Combination Proposal is conditioned upon the adoption of the Earnout Award Plan Proposal. The Incentive Award Plan Proposal and the Earnout Award Plan Proposal are conditioned upon the adoption of the Business Combination Proposal. The Adjournment Proposal is not conditioned upon the adoption of any other proposal set forth in this proxy statement/prospectus.

Redemption Rights

Pursuant to SAMA’s amended and restated certificate of incorporation, any holders of public shares may demand that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the trust account, less franchise and income taxes payable, calculated as of two business days prior to the consummation of the Business Combination. Holders of public shares are not required to vote on any of the proposals to be presented at the special meeting of stockholders in order to demand redemption of their public shares. If demand is properly made and the Business Combination is consummated, these shares, immediately prior to the Business Combination, will cease to be outstanding and will represent only the right to receive a pro rata share of the aggregate amount on deposit in the trust account as of two business days prior to the consummation of the Business Combination, less franchise and income taxes payable, upon the consummation of the Business Combination. For illustrative purposes, based on funds in the trust account of approximately $132.4 million on June 30, 2020, the estimated per share redemption price would have been approximately $10.21. Redemption rights are not available to holders of warrants in connection with the Business Combination. See the section titled “— The Special Meeting of SAMA Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

Appraisal Rights

No appraisal or dissenters’ rights are available to holders of shares of SAMA common stock or warrants in connection with the Business Combination.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. SAMA has engaged Morrow Sodali LLC to assist in the solicitation of proxies.

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If a stockholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the special meeting of stockholders. A stockholder may also change its vote by submitting a later-dated proxy as described in the section titled “The Special Meeting of SAMA Stockholders — Revocability of Proxies.”

Interests of SAMA Directors and Officers in the Business Combination

When you consider the recommendation of SAMA’s board of directors in favor of approval of the Business Combination Proposal, you should keep in mind that certain of SAMA’s directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a stockholder, as further described in the section titled “The Business Combination Proposal — Interests of SAMA Directors and Officers in the Business Combination.” See the section titled “The Special Meeting of SAMA Stockholders — Redemption Right” for the procedures to be followed if you wish to redeem your shares for cash.

Recommendation to Stockholders

SAMA’s board of directors believes that each of the Business Combination Proposal, the Incentive Award Plan Proposal, the Earnout Award Plan Proposal and the Adjournment Proposal to be presented at the special meeting of stockholders is in the best interests of SAMA and SAMA’s stockholders and unanimously recommends that SAMA’s stockholders vote “FOR” each of the proposals.

Conditions to the Closing of the Business Combination

In addition to the requisite stockholder approval of the Business Combination Proposal, the closing of the Business Combination is subject to a number of conditions set forth in the Business Combination Agreement. For more information about the closing conditions to the Business Combination, see the section titled “The Business Combination Proposal — Conditions to Closing.”

Anticipated Accounting Treatment

Under both the no redemption and maximum redemption scenarios, the Business Combination will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Clever Leaves has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances: (i) Clever Leaves’ shareholders will have a majority of the voting power under both the no redemption and maximum redemption scenarios; (ii) Clever Leaves’ shareholders will hold the largest minority voting interest under both the no redemption and the maximum redemption scenarios; (iii) Clever Leaves will have the ability to nominate the majority of the Holdco board of directors; (iv) Clever Leaves will comprise the ongoing operations of Holdco; (v) Clever Leaves is the larger entity based on historical revenues and approximate fair value; (vi) Clever Leaves’ former management will comprise the vast majority of the management of Holdco; and (vii) Holdco will assume Clever Leaves’ name.

Under this method of accounting, SAMA will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Clever Leaves issuing stock for the net assets of SAMA, accompanied by a recapitalization. The net assets of SAMA will be stated at historical cost, with no goodwill or other intangible assets recorded.

Plan of Arrangement

In accordance with the Business Combination Agreement, immediately preceding the Arrangement, Clever Leaves will transfer all of the issued and outstanding shares of Northern Swan International, Inc., a wholly owned direct subsidiary of Clever Leaves, to 1255096 B.C. Ltd. (a wholly owned direct subsidiary of Clever Leaves) and, in accordance with a put/call agreement, certain shareholders of Eagle will exchange certain shares of Eagle for Clever Leaves common shares, following which Eagle will become a wholly owned instead of majority owned indirect subsidiary of Clever Leaves.

Following the transactions noted above and immediately preceding the Merger, Holdco and Clever Leaves will complete the Arrangement pursuant to the Plan of Arrangement in accordance with Part 9, Division 5 of the Business Corporations Act (British Columbia). As part of the Arrangement, among other things: (i) each dissenting holder of Clever Leaves Shares will be paid the fair value of the Clever Leaves Shares held by such holder and such Clever

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Leaves Shares shall be cancelled, (ii) each holder of Class C preferred shares and Class D preferred shares of Clever Leaves will have such shares converted into Clever Leaves common shares in accordance with the exchange ratios set out in the Business Combination Agreement, (iii) the Clever Leaves common shares designated as “purchased shares” will be purchased by Holdco for cash consideration calculated in accordance with the Business Combination Agreement, (iv) the remaining Clever Leaves common shares will be exchanged for Holdco common shares, (v) the Holdco common shares held by Clever Leaves will be cancelled for no consideration; (vi) the Holdco common shares issued in connection with the Arrangement will be subject to transfer restrictions; (vii) Clever Leaves will amend and restate its notice of articles and articles, (viii) the existing unanimous shareholders’ agreement and investor rights agreement of Clever Leaves will terminate and replaced by the Investors’ Rights Agreement. Upon completion of the Arrangement, Clever Leaves will be a wholly owned direct subsidiary of Holdco.

In order to complete the Arrangement, in accordance with applicable laws and an interim order Clever Leaves will seek from the Supreme Court of British Columbia, shareholders of Clever Leaves will be required to approve the Arrangement in accordance with the thresholds prescribed by the interim order and applicable laws. Clever Leaves intends to hold a special meeting of its shareholders to obtain this approval (the “Clever Leaves special meeting”) and to distribute an information circular relating to such Clever Leaves special meeting (the “Canadian information circular”). The interim order will be sought around the time the SEC filing statement is approved and accepted by the SEC, and the Clever Leaves special meeting is anticipated to be held within two weeks of the interim order. The Canadian information circular will provide the shareholders of Clever Leaves with notice of the Clever Leaves special meeting and information regarding the matters to be considered at the Clever Leaves special meeting, including, without limitation, the terms of the Arrangement.

Pursuant to the Plan of Arrangement, the Holdco common shares received by the Clever Leaves shareholders in connection with the Business Combination will be subject to certain lock-up arrangements commencing on the Effective Date and ending one year following the Closing Date, with such restriction on sales and transfers to terminate early if following the 180th day after the Closing Date, the closing trading price of the Holdco common shares equals or is greater than $12.50 for any 20 out of any 30 consecutive trading days.

Risk Factors

In evaluating the proposals to be presented at the special meeting of stockholders, a stockholder should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section titled “Risk Factors.”

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SELECTED HISTORICAL FINANCIAL INFORMATION

Selected Financial Information — SAMA

The following table shows selected historical financial information of SAMA for the periods and as of the dates indicated.

The selected historical financial information of SAMA as of and for the years ended December 31, 2019 and 2018 was derived from the audited historical consolidated financial statements of SAMA included elsewhere in this proxy statement/prospectus. The selected historical interim financial information of SAMA as of June 30, 2020 and for the six months ended June 30, 2020 and 2019 was derived from the unaudited interim consolidated financial statements of SAMA included elsewhere in this proxy statement/prospectus.

The following table should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of SAMA” and SAMA’s historical financial statements and the notes and schedules related thereto, included elsewhere in this proxy statement/prospectus. The historical results presented below are not necessarily indicative of financial results to be achieved by the combined company following the Business Combination.

(in thousands, except share and per share data)

 






For the 
six months ended
June 30,

 

For the
year ended
December 31,
2019

 

For the
period from
June 11,
2018
(inception)
through
December 31,
2018

2020

 

2019

 
   

(Unaudited)

       

Statement of Operations Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

$

(529

)

 

$

(291

)

 

$

(652

)

 

$

(132

)

Other income, net

 

$

631

 

 

$

1,621

 

 

$

2,947

 

 

$

158

 

Provision for income taxes

 

$

(21

)

 

$

(279

)

 

$

(482

)

 

$

(7

)

Net income

 

$

80

 

 

$

1,051

 

 

$

1,812

 

 

$

19

 

Weighted average shares outstanding, basic and diluted

 

 

3,695,064

 

 

 

3,654,389

 

 

 

3,661,924

 

 

 

3,717,986

 

Basic and diluted net loss per common share

 

$

(0.11

)

 

$

(0.04

)

 

$

(0.10

)

 

$

(0.01

)

Statement of Cash Flows Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

$

(488

)

 

$

(341

)

 

$

(1,040

)

 

$

(95

)

Net cash provided by (used) in investing activities

 

$

587

 

 

$

168

 

 

$

716

 

 

$

(130,000

)

Net cash provided by financing activities

 

$

(356

)

 

$

 

 

$

 

 

$

131,017

 

(in thousands)

 

As of
June 30,
2020

 


As of December 31,

2019

 

2018

   

(Unaudited)

       

Balance Sheet Data:

 

 

   

 

   

 

 

Total assets

 

$

132,863

 

$

133,061

 

$

131,172

Total liabilities

 

$

291

 

$

213

 

$

136

Total common stock subject to possible redemption

 

$

127,572

 

$

127,848

 

$

126,036

Total stockholders’ equity

 

$

5,000

 

$

5,000

 

$

5,000

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Selected Financial Information — Clever Leaves

The following table shows selected historical financial information of Clever Leaves for the periods and as of the dates indicated.

The selected historical financial information of Clever Leaves as of and for the years ended December 31, 2019 and 2018 was derived from the audited historical consolidated financial statements of Clever Leaves included elsewhere in this proxy statement/prospectus. The selected historical interim financial information of Clever Leaves as of June 30, 2020 and for the six months ended June 30, 2020 and 2019 was derived from the unaudited interim consolidated financial statements of Clever Leaves included elsewhere in this proxy statement/prospectus.

The following table should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Clever Leaves” and its historical financial statements and the notes and schedules related thereto, included elsewhere in this proxy statement/prospectus. The historical results presented below are not necessarily indicative of financial results to be achieved by the combined company following the Business Combination.

 

For the six months ended
June 30

 

For the year ended
December 31,

(in thousands)

 

2020

 

2019

 

2019

 

2018

   

(Unaudited)

       

Statement of Operations Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

4,853

 

 

$

2,154

 

 

$

7,834

 

 

$

 

Cost of sales

 

$

1,785

 

 

$

1,500

 

 

$

4,732

 

 

$

 

Total expenses

 

$

19,567

 

 

$

10,945

 

 

$

39,642

 

 

$

5,408

 

Loss from operations

 

$

(16,499

)

 

$

(10,291

)

 

$

(36,540

)

 

$