UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 17, 2020
Clever Leaves Holdings Inc.
(Exact name of registrant as specified in its charter)
| British Columbia, Canada | | 001-39820 | | Not Applicable |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
489 Fifth Avenue, 27th Floor New York, New York | | 10017 |
| (Address of principal executive offices) | | (Zip Code) |
(646) 880-4382
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common shares without par value | | CLVR | | The Nasdaq Stock Market LLC |
| Warrants, each warrant exercisable for one common share at an exercise price of $11.50 | | CLVRW | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 3.03. | Material Modification to Rights of Security Holders. |
On December 17, 2020, in connection with and prior to the consummation of the previously announced business combination (the “Business Combination”) between Clever Leaves International Inc. (“Clever Leaves”) and Schultze Special Purpose Acquisition Corp. (“SAMA”), the amended and restated articles of Clever Leaves Holdings Inc. (the “Company”) became effective.
Reference is made to the disclosure contained in the Registration Statement on Form S-4 (File No. 333-241707) (the “Registration Statement”) filed by the Company in connection with the Business Combination and declared effective by the Securities and Exchange Commission (the “SEC”) on November 27, 2020 in the sections titled “Description of Holdco Securities” and “Comparison of the Rights of Holders of SAMA Common Stock and Holdco Common Shares” and is incorporated herein by reference (except with respect to the quorum requirements for the Company’s shareholder meetings). The description of quorum requirements for the Company’s shareholder meetings is contained in the press release of Clever Leaves filed with the SEC on December 7, 2020 pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Exchange Act of 1934, as amended, which description is incorporated herein by reference.
This summary is qualified in its entirety by reference to the text of the amended and restated articles of the Company, which is included as Exhibit 3.1 hereto and incorporated herein by reference.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The disclosure set forth in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | Clever Leaves Holdings Inc. |
| | |
| | By: | /s/ David M. Kastin |
| | | Name: | David M. Kastin |
| | | Title: | General Counsel and Corporate Secretary |
Date: December 23, 2020
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