(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)    Paid herewith.

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.

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 and fully legal 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 shares. Additionally, the Key Clever Leaves Shareholders are subject to a restriction on sales and transfers of their 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 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 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 $132.9 million on March 31, 2020, the estimated per share redemption price would have been approximately $10.22. 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.

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 $132.9 million on March 31, 2020, the estimated per share redemption price would have been approximately $10.22. 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                  .

TABLE OF CONTENTS

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

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.

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.

“AMG” means the German Medicines Act (Arzneimittelgesetz).

“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 to 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.

“BtMAHV” means the German Narcotics Foreign Trade Ordinance (Betäubungsmittel-Außenhandelsverordnung).

“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.

“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.

“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 Share Exchange” means the conversion of the Exchangable 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 Drug Administration

“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 Practice, 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.

“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.

“INCM” 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” 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.

“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.

“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.

“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.

“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.

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.

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.”

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 and fully legal 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.

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. 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:

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 be include Andres Fajardo, Julián Wilches, Gustavo Escobar, Joseph T. Salameh 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.

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 purposes of any such PIPEs may include increasing the likelihood of SAMA meeting the Minimum Cash Condition to consummation

of 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.”

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 $132.9 million on March 31, 2020, the estimated per share redemption price would have been approximately $10.22. 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 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 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 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.

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.

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.

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.

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

RISK FACTORS

Stockholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement/prospectus. The value of your investment in Holdco following the consummation of the Business Combination will be subject to significant risks affecting Holdco and Clever Leaves and inherent in the industry in which Clever Leaves operates. If any of the events described below occur, the post-combination business and financial results could be adversely affected in a material way. Any such event could cause the trading price of Holdco common shares to decline, perhaps significantly, and you therefore may lose all or part of your investment.

The risks set out below are not exhaustive and do not comprise all of the risks associated with an investment in Holdco. Additional risks and uncertainties not currently known to Clever Leaves or SAMA or which Clever Leaves or SAMA currently deem immaterial may also have a material adverse effect on Holdco’s business, financial condition, results of operations, prospects and/or its share price. Stockholders should consult a legal adviser, an independent financial adviser or a tax adviser for legal, financial or tax advice prior to deciding whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement/prospectus. As used herein, references to “we,” “us” and “our” are intended to refer to Clever Leaves and its subsidiaries prior to the Business Combination and to Holdco, Clever Leaves and its subsidiaries following the Business Combination.

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.

Pursuant to the terms of SAMA’s amended and restated certificate of incorporation, the Sponsor and SAMA’s officers and directors have agreed that SAMA must complete its initial business combination within the timeframe set forth therein, which is currently September 30, 2020. SAMA may not be able to complete the Business Combination within this time period. If SAMA has not completed its initial business combination within this time period, SAMA will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to SAMA, 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 each case to SAMA’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such case, the public stockholders may only receive $10.00 per share, and SAMA’s warrants will expire worthless. In certain circumstances, the public stockholders may receive less than $10.00 per share on the redemption of their shares.

The ability of the public stockholders to exercise redemption rights with respect to a large number of public shares could increase the probability that the Business Combination will be unsuccessful and that SAMA’s stockholders will have to wait for liquidation in order to redeem their public shares.

Because the Business Combination Agreement requires that SAMA have an aggregate of $60.0 million of cash held either in or outside of the trust account, if redemption is elected for a large number of the public shares, the Business Combination may not be successful. If the Business Combination is unsuccessful, the public stockholders will not receive their pro rata portion of the trust account until the trust account is liquidated. If the public stockholders are in need of immediate liquidity, they could attempt to sell their public shares in the open market; however, at such time, the SAMA common stock may trade at a discount to the pro rata per share amount in the trust account. In either situation, SAMA’s stockholders may suffer a material loss on their investment or lose the benefit of funds expected in connection with the redemption until SAMA is liquidated or SAMA’s stockholders are able to sell their public shares in the open market.

If a stockholder fails to receive notice of SAMA’s offer to redeem its public shares in connection with the Business Combination, or fails to comply with the procedures for redeeming its shares, such shares may not be redeemed.

This proxy statement/prospectus describes the various procedures that must be complied with in order for a public stockholder to validly redeem its public shares. In the event that a stockholder fails to comply with these procedures, its shares may not be redeemed.

SAMA’s public stockholders will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate their investment, therefore, public stockholders may be forced to sell their public shares or public warrants, potentially at a loss.

SAMA’s public stockholders will be entitled to receive funds from the trust account only upon the earlier to occur of: (i) SAMA’s completion of an initial business combination, and then only in connection with those shares of SAMA common stock that such stockholder properly elected to redeem, subject to the limitations described herein; (ii) the redemption of 100% of the public shares if SAMA does not complete an initial business combination by the date set forth in SAMA’s amended and restated certificate of incorporation, which is currently September 30, 2020, subject to applicable law and as further described herein; and (iii) the redemption of public shares in connection with the approval of the proposed (and any other) amendment to the provisions of SAMA’s amended and restated certificate of incorporation relating to pre-initial business combination activity and related stockholders’ rights, including the substance or timing of SAMA’s obligation to redeem 100% of the public shares if SAMA does not complete its initial business combination within the required time period. In addition, if SAMA is unable to complete an initial business combination by September 30, 2020, or such later date as may be approved by SAMA’s stockholders, for any reason, compliance with Delaware law may require that SAMA submit a plan of dissolution to its then-existing stockholders for approval prior to the distribution of the proceeds held in the trust account. In that case, public stockholders may be forced to wait beyond September 30, 2020, or such later date as may be approved by SAMA’s stockholders, before they receive funds from the trust account. In no other circumstances will a public stockholder have any right or interest of any kind in the trust account. Accordingly, to liquidate your investment, you may be forced to sell your public shares or public warrants, potentially at a loss.

The Sponsor and SAMA’s directors, officers, advisors or their affiliates may elect to purchase shares from public stockholders, which may influence a vote on the Business Combination and reduce the public “float” of the SAMA common stock.

The Sponsor and SAMA’s directors, officers, advisors or their affiliates may purchase shares of SAMA common stock in privately negotiated transactions or in the open market prior to the completion of the Business Combination, although they are under no obligation to do so. 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 and SAMA’s directors, officers, advisors or their affiliates purchase shares 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.

In addition, if such purchases are made, the public “float” of SAMA common stock and the number of beneficial holders of SAMA’s securities may be reduced, possibly making it difficult for Holdco to obtain the quotation, listing or trading of its securities on Nasdaq or any other national securities exchange.

If a stockholder or a “group” of stockholders are deemed to hold in excess of 15% of the public shares such stockholder or group will lose the ability to redeem all such shares in excess of 15% of the public shares.

SAMA’s amended and restated certificate of incorporation provides that 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 under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in SAMA’s initial public offering, which SAMA refers to as the “Excess Shares.” However, SAMA’s amended and restated certificate of incorporation does not restrict SAMA’s stockholders’

ability to vote all of their shares (including Excess Shares) for or against the Business Combination. The inability of a stockholder to redeem the Excess Shares will reduce its influence over SAMA’s ability to complete the Business Combination and such stockholder could suffer a material loss on its investment in SAMA if it sells Excess Shares in open market transactions. Additionally, such stockholder will not receive redemption distributions with respect to the Excess Shares if SAMA completes the Business Combination. And as a result, such stockholder will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell its stock in open market transactions, potentially at a loss.

If, before distributing the proceeds in the trust account to the public stockholders, SAMA files a voluntary bankruptcy petition or an involuntary bankruptcy petition is filed against SAMA that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of SAMA’s stockholders and the per-share amount that would otherwise be received by SAMA’s stockholders in connection with SAMA’s liquidation may be reduced.

If, before distributing the proceeds in the trust account to the public stockholders, SAMA files a voluntary bankruptcy petition or an involuntary bankruptcy petition is filed against SAMA that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in SAMA’s bankruptcy estate and subject to the claims of third parties with priority over the claims of SAMA’s stockholders. To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by SAMA’s stockholders in connection with SAMA’s liquidation may be reduced.

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.

Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of the trust account distributed to its public stockholders upon the redemption of the public shares in the event SAMA does not complete its initial business combination by September 30, 2020, or such later date as may be approved by SAMA’s stockholders, may be considered a liquidation distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, it is SAMA’s intention to redeem its public shares as soon as reasonably possible following September 30, 2020, or such later date as may be approved by SAMA’s stockholders, in the event SAMA does not complete its business combination and, therefore, SAMA does not intend to comply with those procedures.

Because SAMA will not be complying with Section 280 of the DGCL, Section 281(b) of the DGCL requires SAMA to adopt a plan, based on facts known to SAMA at such time that will provide for its payment of all existing and pending claims or claims that may be potentially brought against SAMA within the 10 years following its dissolution. However, because SAMA is a blank check company, rather than an operating company, and SAMA’s operations are limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from SAMA’s vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. If SAMA’s plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. SAMA cannot assure you that it will properly assess all claims that may be potentially brought against it. As such, SAMA’s stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of SAMA’s stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of the trust account distributed to the public stockholders upon the redemption of the public shares in the event SAMA does not complete its initial business combination by September 30, 2020, or such later date as may be approved by SAMA’s stockholders, is not considered a liquidation distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidation distribution.

SAMA’s stockholders cannot be sure of the market value of Holdco’s securities upon completion of the Business Combination.

The market value of the SAMA common stock at the time of the Business Combination is effected may vary significantly from its price on the date the Business Combination Agreement was executed, the date of this proxy statement/prospectus or the date on which SAMA stockholders vote on the Business Combination. Following consummation of the Business Combination, the market price of Holdco’s securities may be influenced by many factors, some of which are beyond its control, including those described above and the following:

•        changes in financial estimates by analysts;

•        announcements by it or its competitors of significant contracts, productions, acquisitions or capital commitments;

•        fluctuations in its quarterly financial results or the quarterly financial results of companies perceived to be similar to it;

•        general economic conditions;

•        changes in market valuations of similar companies;

•        catastrophic events, including acts of terrorism, outbreak of war or hostilities, natural disasters and global health crises, including the coronavirus (COVID-19) pandemic;

•        changes in its capital structure, such as future issuances of securities or the incurrence of additional debt;

•        future sales of common shares;

•        investor perception of the personal equipment manufacturing industry;

•        regulatory developments in the United States, foreign countries or both;

•        litigation involving Holdco, its subsidiaries or its general industry; and

•        additions or departures of key personnel

•        the other risks discussed under the headings “— Risks Related to the Business Combination and Post-Closing Operations of Holdco” and “— Risks Related to Clever Leaves’ Business.”

In addition, it is possible that the Business Combination may not be completed until a significant period of time has passed after the special meeting of stockholders. As a result, the market value of SAMA common stock may vary significantly from the date of the special meeting of stockholders to the date of the completion of the Business Combination. You are urged to obtain up-to-date prices for the SAMA common stock. There is no assurance that the Business Combination will be completed, that there will not be a delay in the completion of the Business Combination or that all or any of the anticipated benefits of the Business Combination will be obtained.

SAMA’s initial stockholders have agreed to vote in favor of the Business Combination, regardless of how the public stockholders vote.

Unlike many other blank check companies in which the initial stockholders agree to vote their founder shares in accordance with the majority of the votes cast by the public stockholders in connection with an initial business combination, the initial stockholders have agreed to vote their founder shares, as well as any public shares purchased during or after SAMA’s initial public offering, in favor of the Business Combination. The initial stockholders own approximately 20% of the outstanding shares of SAMA common stock. Accordingly, it is more likely that the necessary stockholder approval to complete the Business Combination will be received than would be the case if the initial stockholders agreed to vote their founder shares in accordance with the majority of the votes cast by the public stockholders.

The exercise of discretion by SAMA’s directors and officers in agreeing to changes to the terms of or waivers of closing conditions in the Business Combination Agreement may result in a conflict of interest when determining whether such changes to the terms of the Business Combination Agreement or waivers of conditions are appropriate and in the best interests of SAMA securityholders.

In the period prior to the Closing, events may occur that, pursuant to the Business Combination Agreement, may cause SAMA to agree to amend the Business Combination Agreement or to consent to certain actions or to waive rights that SAMA is entitled to under the Business Combination Agreement. Such events could arise because of changes in the course of Clever Leaves’ business, a request by Clever Leaves to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement or the occurrence of other events that would have a material adverse effect on Clever Leaves’ business and would entitle SAMA to terminate the Business Combination Agreement. In any of such circumstances, it would be in SAMA’s discretion, acting through its board of directors, to grant SAMA’s consent or waive its rights. The existence of the financial and personal interests of the directors described elsewhere in this proxy statement/prospectus may result in a conflict of interest on the part of one or more of the directors between what he may believe is best for SAMA and its securityholders and what he may believe is best for himself or his affiliates in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, SAMA does not believe there will be any changes or waivers that its directors and officers would be likely to make after stockholder approval of the Business Combination has been obtained. While certain changes could be made without further stockholder approval, if there is a change to the terms of the transaction that would have a material impact on the stockholders, SAMA will be required to circulate a new or amended proxy statement/prospectus or supplement thereto and resolicit the vote of its stockholders with respect to the Business Combination Proposal.

SAMA’s board of directors did not obtain a fairness opinion in determining whether or not to proceed with the Business Combination.

In analyzing the Business Combination, the SAMA board of directors conducted significant due diligence on Clever Leaves. For a complete discussion of the factors utilized by SAMA’s board of directors in approving the Business Combination, see the section titled, “The Business Combination Proposal — SAMA’ Board of Directors’ Reasons for the Approval of the Business Combination.” SAMA’s board of directors believes because of the financial skills and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to SAMA’s stockholders and that Clever Leaves’ fair market value was at least 80% of SAMA’s net assets (excluding taxes payable on the income earned on the trust account). Notwithstanding the foregoing, SAMA’s board of directors did not obtain a fairness opinion to assist it in its determination.

The Sponsor and SAMA’s executive officers and directors have potential conflicts of interest in recommending that stockholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in this proxy statement/prospectus.

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. These interests include, among other things:

•        the beneficial ownership of the Sponsor and certain of SAMA’s directors 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 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 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 to vote in favor of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus. You should also read the section titled “The Business Combination Proposal — Interests of SAMA Directors and Officers in the Business Combination.”

If SAMA does not consummate a PIPE, it may not have enough funds to complete the Business Combination.

As a condition to closing the Business Combination, the Business Combination Agreement provides that SAMA must have least an aggregate of $60 million of cash held either in or outside of the trust account at the Closing. While the amount in the trust account is in excess of $60.0 million as of the date of this proxy statement/prospectus, if there are substantial redemptions of public shares in connection with the Business Combination, SAMA may require additional funds from a PIPE in order to consummate the Business Combination. Pursuant to the Business Combination Agreement, a PIPE is subject to prior written consent of Clever Leaves (which shall not be unreasonably withheld, delayed or conditioned with respect to a Qualifying PIPE, as defined in the schedules to the Business Combination Agreement). If SAMA does not consummate a PIPE, SAMA may not have sufficient funds to meet the Minimum Cash Condition in the Business Combination Agreement.

Public stockholders at the time of the Business Combination who purchased their units in SAMA’s initial public offering and do not exercise their redemption rights may pursue rescission rights and related claims.

The public stockholders may allege that some aspects of the Business Combination are inconsistent with the disclosure contained in the prospectus issued by SAMA in connection with the offer and sale in its initial public offering of units, including the structure of the proposed Business Combination. Consequently, a public stockholder who purchased shares in the initial public offering (excluding the initial stockholders) and still holds them at the time of the Business Combination and who does not seek to exercise redemption rights might seek rescission of the purchase of the units such holder acquired in the initial public offering. A successful claimant for damages under federal or state law could be awarded an amount to compensate for the decrease in the value of such holder’s shares caused by the alleged violation (including, possibly, punitive damages), together with interest, while retaining the shares. If stockholders bring successful rescission claims against SAMA, it may not have sufficient funds following the consummation of the Business Combination to pay such claims, or if claims are successfully brought against Holdco following the consummation of the Business Combination, Holdco’s results of operations could be adversely affected and, in any event, Holdco may be required in connection with the defense of such claims to incur expenses and divert employee attention from other business matters.

There may be tax consequences of the Business Combination that may adversely affect holders of SAMA common stock or warrants.

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. To the extent the Merger does not so qualify, it could result in the imposition of substantial taxes on SAMA’s stockholders. 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. See the section titled “Material U.S. Federal Income Tax Considerations of the Business Combination.”

The IRS may not agree that Holdco should be treated as a non-U.S. corporation for U.S. federal income tax purposes.

A corporation is generally considered for U.S. federal income tax purposes to be a tax resident in the jurisdiction of its organization or incorporation. Accordingly, under the generally applicable U.S. federal income tax rules, Holdco, which is incorporated under the laws of Canada, would be classified as a non-U.S. corporation (and, therefore, not a U.S. tax resident) for U.S. federal income tax purposes. Section 7874 of the Code provides an exception to this general rule under which a non-U.S. incorporated entity may, in certain circumstances, be treated as a U.S. corporation for U.S. federal income tax purposes. If Holdco were to be treated as a U.S. corporation for U.S. federal income tax purposes, it could be subject to substantial liability for additional U.S. income taxes, and the gross amount of any dividend payments to its non-U.S. holders could be subject to U.S. withholding tax.

As more fully described in the section titled “Material U.S. Federal Income Tax Considerations of the Business Combination — U.S. Federal Income Tax Treatment of Holdco — Tax Residence of Holdco for U.S. Federal Income Tax Purposes,” Holdco is not expected to be treated as a U.S. corporation for U.S. federal income tax purposes. However, whether the requirements for such treatment have been satisfied must be finally determined at completion of the Merger, by which time there could be adverse changes to the relevant facts and circumstances. Further, the rules for determining ownership under Section 7874 are complex, unclear and the subject of ongoing regulatory change. Accordingly, there can be no assurance that the IRS would not assert a contrary position to those described above or that such an assertion would not be sustained by a court in the event of litigation.

The IRS may take the position that Section 367(a) of the Code requires a U.S. holder to recognize gain (but not loss) with respect to the exchange of SAMA common stock for Holdco common shares pursuant to the Merger.

Section 367(a) of the Code generally requires a U.S. holder of stock in a U.S. corporation to recognize gain (but not loss) when such stock is exchanged for stock of a non-U.S. corporation in an exchange that would otherwise qualify for nonrecognition treatment unless certain conditions are met. Although it is currently expected that these conditions will be met, U.S. holders are cautioned that the potential application of Section 367(a) of the Code to the Merger is complex and depends on factors that cannot be determined until the closing of the Merger and the interpretation of legal authorities and facts relating to the Business Combination. Accordingly, there can be no assurance that the IRS will not take the position that Section 367(a) applies to cause U.S. holders to recognize gain as a result of the Merger or that a court will not agree with such a position of the IRS in the event of litigation. U.S. holders should consult with their own tax advisors regarding the potential application of Section 367(a) of the Code in their particular situation. For additional discussion of material federal U.S. federal income tax considerations of the Merger, see the section titled “Material U.S. Federal Income Tax Considerations of the Business Combination.”

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

Each of SAMA and Clever Leaves have incurred and will incur substantial costs in connection with the Business Combination and related transactions, such as legal, accounting, consulting and financial advisory fees.

As part of the Business Combination, each of SAMA and Clever Leaves are utilizing professional service firms for legal, accounting and financial advisory services. Although the parties have been provided with estimates of the costs for each advisory firm, the total actual costs may exceed those estimates. In addition, the companies may retain consulting services to assist in the integration of the businesses. These consulting services may extend beyond the current estimated time frame thus resulting in higher than expected costs.

While SAMA and Clever Leaves work to complete the Business Combination, Clever Leaves’ management’s focus and resources may be diverted from operational matters and other strategic opportunities.

Successful completion of the Business Combination may place a significant burden on management and other internal resources of Clever Leaves. The diversion of management’s attention and any difficulties encountered in the transition process could harm Clever Leaves’ business financial condition, results of operations and prospects and Holdco’s following the Business Combination. In addition, uncertainty about the effect of the Business Combination on Clever Leaves’ systems, employees, consultants, customers, distributors, suppliers, partners, and other third parties, including regulators, may have an adverse effect on Holdco following the Business Combination. These uncertainties may impair Holdco’s ability to attract, retain and motivate key personnel for a period of time after the completion of the Business Combination.

Because Clever Leaves has operated as a private company, Holdco will have limited experience complying with public company obligations and fulfilling these obligations will be expensive and time consuming and may divert management’s attention from the day-to-day operation of its business.

Clever Leaves has operated historically as a privately-owned company and, accordingly, many of its senior management have limited experience managing a publicly-traded company and have limited experience complying with the increasingly complex laws pertaining to public companies. In particular, the significant regulatory oversight and reporting obligations imposed on public companies will require substantial attention from Clever Leaves’ senior management and may divert attention away from the day-to-day management of its businesses, which could have a material adverse effect on Clever Leaves’ business, financial condition and results of operations. Similarly, corporate governance obligations, including with respect to the development and implementation of appropriate corporate governance policies, and concurrent service on the board of directors and possibly multiple board committees, will impose additional burdens on Clever Leaves’ non-executive directors.

Following the consummation of the Business Combination, Holdco will incur significant increased expenses and administrative burdens as a public company, which could have an adverse effect on its business, financial condition and results of operations.

Following the consummation of the Business Combination, Holdco will face a significant increase in insurance, legal, accounting, administrative and other costs and expenses as a public company that Clever Leaves does not incur as a private company. The Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and the rules and regulations promulgated and to be promulgated thereunder, the Public Company Accounting Oversight Board, the SEC and the securities exchanges, impose additional reporting and other obligations on public companies. Compliance with public company requirements will increase costs and make certain activities more time-consuming. A number of those requirements will require Holdco to carry out activities Clever Leaves has not done previously. For example, Holdco will create new board committees and adopt new internal controls and disclosure controls and procedures. In addition, additional expenses associated with SEC reporting requirements will be incurred. Furthermore, if any issues in complying with those requirements are identified (for example, if the auditors identify a material weakness or significant deficiency in the internal control over financial reporting), Holdco could incur additional costs rectifying those issues, and the existence of those issues could adversely affect Holdco’s reputation or investor perceptions of it. Being a public company could make it more difficult or costly for Holdco to obtain certain types of insurance, including director and officer liability insurance, and Holdco may be forced to accept reduced policy limits and coverage with increased self-retention risk or incur substantially higher costs to obtain the same or similar coverage. Being a public company could also make it more difficult and expensive for Holdco to attract and retain qualified persons to serve on Holdco’s board of directors, board committees or as executive officers. Furthermore, if Holdco is unable to satisfy its obligations as a public company, it could be subject to delisting of its common shares, fines, sanctions and other regulatory action and potentially civil litigation.

The additional reporting and other obligations imposed by various rules and regulations applicable to public companies will increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. These increased costs will require Holdco to divert a significant amount of money that could otherwise be used to expand the business and achieve strategic objectives. Advocacy efforts by shareholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.

Failure to maintain effective internal controls over financial reporting could have a material adverse effect Holdco’s business, operating results and stock price.

Prior to the consummation of the Business Combination, Clever Leaves is neither a publicly listed company, nor an affiliate of a publicly listed company, and has not dedicated accounting personnel and other resources to address internal control and other procedures commensurate with those of a publicly listed company. Effective internal control over financial reporting is necessary to increase the reliability of financial reports.

The standards required for a public company under Section 404(a) of the Sarbanes-Oxley Act are significantly more stringent than those required of Clever Leaves as a privately held company. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory

compliance and reporting requirements that will be applicable after the Business Combination. If Holdco is not able to implement the additional requirements of Section 404(a) in a timely manner or with adequate compliance, it may not be able to assess whether its internal controls over financial reporting are effective, which may subject it to adverse regulatory consequences and could harm investor confidence and the market price of Holdco common shares.

Neither Clever Leaves nor its auditors were required to perform an evaluation of internal control over financial reporting as of December 31, 2018 and 2019 in accordance with the provisions of the Sarbanes-Oxley Act as it was a private company. Further, neither Holdco’s nor Clever Leaves’ independent registered public accounting firm will be required to report on the effectiveness of their respective internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002 until Holdco’s first annual report on Form 10-K following the date on which it ceases to qualify as an “emerging growth company,” which may be up to five full fiscal years following the date of the Closing. Had such evaluation been performed, control deficiencies may have been identified by our management, and those control deficiencies could have also represented one or more material weaknesses. In addition, Holdco and Clever Leaves cannot predict the outcome of this determination and whether Holdco and/or Clever Leaves will need to implement remedial actions in order to implement effective control over financial reporting. If in subsequent years Holdco is unable to assert that Holdco’s internal control over financial reporting is effective, or if Holdco’s auditors express an opinion that Holdco’s internal control over financial reporting is ineffective, Holdco may fail to meet the future reporting obligations in a timely and reliable manner and its financial statements may contain material misstatements. Any such failure could also adversely cause our investors to have less confidence in the accuracy and completeness of our financial reports, which could have a material adverse effect on the price of Holdco’s securities.

Holdco will be deemed to be an “emerging growth company” and a “smaller reporting company” and, as a result of the reduced disclosure and governance requirements applicable to emerging growth companies and smaller reporting companies, Holdco’s common shares may be less attractive to investors.

Holdco will be deemed to be an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act, and it intends to take advantage of some of the exemptions from reporting requirements that are available to emerging growth companies, including:

•        not being required to comply with the auditor attestation requirements in the assessment of Holdco’s internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act;

•        reduced disclosure obligations regarding executive compensation in periodic reports and registration statements; and

•        not being required to hold a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Holdco may take advantage of these reporting exemptions until it is no longer an emerging growth company. Holdco will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the date of the first sale of common equity securities pursuant to an effective registration statemen, (b) in which Holdco has total annual gross revenue of at least $1.07 billion, or (c) in which Holdco is deemed to be a large accelerated filer, which means the market value of Holdco common shares that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which Holdco has issued more than $1.0 billion in non-convertible debt during the prior three-year period.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as Holdco is an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. Holdco may elect not to avail itself of this exemption from new or revised accounting standards and, therefore, it may not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. Investors may find the Holdco common shares less attractive because it will rely on these exemptions, which may result in a less active trading market for the Holdco common shares and the price of the Holdco common shares may be more volatile.

Holdco is also deemed to be a “smaller reporting company” as defined in Rule 12b-2 under the Exchange Act, and is thus allowed to provide simplified executive compensation disclosures in its SEC filings, will be exempt from the provisions of Section 404(b) of Sarbanes-Oxley requiring that an independent registered public accounting firm provide an attestation report on the effectiveness of internal control over financial reporting and will have certain other reduced disclosure obligations with respect to its SEC filings. Holdco will remain a “smaller reporting company” as long as, as of the last business day its recently completed second fiscal quarter, (i) the aggregate market value of its outstanding common stock held by non-affiliates (“public float”) is less than $250 million, or (ii) it has annual revenues of less than $100 million and public float of less than $700 million.

Holdco cannot predict if investors will find its common shares less attractive because it will rely on the accommodations and exemptions available to emerging growth companies and smaller reporting companies. If some investors find Holdco common shares less attractive as a result, there may be a less active trading market for common shares and Holdco’s share price may be more volatile.

SAMA’s stockholders will have a reduced ownership and voting interest after consummation of the Business Combination and will exercise less influence over management.

After the completion of the Business Combination, SAMA’s stockholders will own a smaller percentage of Holdco than they currently own of SAMA. Upon completion of the Business Combination, it is anticipated that SAMA’s stockholders (including the initial stockholders), will own approximately 45.6% of the Outstanding Shares immediately after the consummation of the Business Combination, 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. Consequently, SAMA’s stockholders, as a group, will have reduced ownership and voting power in Holdco compared to their ownership and voting power in SAMA. This percentage is calculated based on a number of assumptions, including that none of SAMA’s existing public shareholders exercise their redemption rights. See the section titled “Estimated Outstanding Share Calculation” for further information.

Because Holdco and Clever Leaves are both organized in British Columbia, Canada, if SAMA effects the Business Combination SAMA stockholders will becomes shareholders of a group that will be subject to a variety of additional risks that may negatively impact its operations.

If SAMA consummates the Business Combination with Clever Leaves, Holdco will be subject to special considerations or risks associated with companies operating in Canada that may, at any time differ from the considerations and risks of companies operating in the United States, including any of the following:

•        political regimes, rules and regulations or currency conversion or corporate withholding taxes on individuals;

•        tariffs and trade barriers;

•        regulations related to customs and import/export matters;

•        longer payment cycles;

•        tax issues, such as tax law changes and variations in tax laws as compared to the United States;

•        currency fluctuations and exchange controls;

•        challenges in collecting accounts receivable;

•        cultural and language differences;

•        employment regulations;

•        crime, strikes, riots, civil disturbances, terrorist attacks and wars; and

•        deterioration of political relations with the United States, which could result in uncertainty and/or changes in or to existing trade treaties.

In particular, Holdco will be subject to the risk of changes in economic conditions, social conditions and political conditions inherent in Canada, including changes in laws and policies that govern foreign investment, as well as changes in United States laws and regulations relating to foreign trade and investment, including the United States-Mexico-Canada Agreement.

SAMA cannot assure you that Holdco would be able to adequately address these additional risks. If Holdco is unable to do so, its operations might suffer.

Clever Leaves’ operations may be restricted during the pendency of the Business Combination pursuant to terms of the Business Combination Agreement.

Prior to the consummation of the Business Combination, Clever Leaves is subject to customary interim operating covenants relating to carrying on its business in the ordinary course of business and is also subject to customary restrictions on actions that may be taken during such period without SAMA’s consent. As a result, Clever Leaves may be unable, during the pendency of the Business Combination, to make certain acquisitions and capital expenditures, borrow money and otherwise pursue other actions, even if such actions would prove beneficial.

Holdco may incur successor liabilities due to conduct arising prior to the completion of the Business Combination.

Holdco may be subject to certain liabilities of SAMA and Clever Leaves. SAMA and Clever Leaves at times prior to closing may each become subject to litigation claims in the operation of its business, including, but not limited to, with respect to regulatory, employee or contract matters. From time to time, Clever Leaves may also face intellectual property infringement, misappropriation, or invalidity/non-infringement claims from third parties, and some of these claims may lead to litigation. Clever Leaves may initiate claims to assert or defend its intellectual property against third parties. Any litigation may be expensive and time-consuming and could divert the attention of SAMA’s or Clever Leaves’ management from its business and negatively affect its operating results or financial condition. Following closing, Holdco may incur successor liabilities relating to these litigation claims and, in any event, as the holding company of Clever Leaves and SAMA will bear the effects of any ongoing litigation claims. Furthermore, the outcome of any litigation cannot be guaranteed, and adverse outcomes can affect SAMA, Clever Leaves and Holdco negatively.

Subsequent to the completion of the Business Combination, Holdco may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on Holdco’s financial condition, results of operations and the stock price, which could cause you to lose some or all of your investment.

Although SAMA has conducted due diligence on Clever Leaves, there can be no assurance that SAMA’s diligence surfaced all material issues that may be present inside Clever Leaves, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Clever Leaves’ and outside of SAMA’s control will not later arise. As a result of these factors, Holdco may be forced to later write-down or write off assets, restructure its operations, or incur impairment or other charges that could result in Holdco reporting losses. Even if SAMA’s due diligence successfully identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with SAMA’s preliminary risk analysis. Even though these charges may be non-cash items and would not have an immediate impact on Holdco’s liquidity, the fact that Holdco reports charges of this nature could contribute to negative market perceptions about Holdco or its securities. Accordingly, any stockholders who choose to remain stockholders following the Business Combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by Holdco’s officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy statement/prospectus relating to the Business Combination contained an actionable material misstatement or material omission.

SAMA’s and Clever Leaves’ ability to successfully effect the Business Combination and Holdco’s ability to successfully operate the business thereafter will be largely dependent upon the efforts of certain key personnel of Clever Leaves, all of whom are expected to stay with Holdco following the Business Combination. The loss of such key personnel could negatively impact the operations and financial results of Holdco.

SAMA’s and Clever Leaves’ ability to successfully effect the Business Combination and Holdco’s ability to successfully operate the business following the Closing is dependent upon the efforts of certain key personnel of Clever Leaves. Although such key personnel are generally expected to remain with Holdco following the Business Combination, there can be no assurance that they will do so, and certain key personnel, including Clever Leaves’ prior Chief Financial Officer and General Counsel, have recently left the company. It is possible that Clever Leaves will lose additional key personnel, the loss of which could negatively impact the operations and profitability of Holdco.

Some of Clever Leaves’ relationships with its customers, distributors and vendors may experience disruptions in connection with the Business Combination, which may limit Holdco’s business.

Parties with which Clever Leaves currently does business or may do business in the future, including customers, distributors and vendors, may experience uncertainty associated with the Business Combination, including with respect to future business relationships with Holdco. As a result, the business relationships of Clever Leaves may be subject to disruptions if customers, vendors, or others attempt to renegotiate changes in existing business relationships or consider entering into business relationships with parties other than Clever Leaves. For example, certain customers and collaborators of Clever Leaves may exercise contractual termination rights as they arise or elect to not renew contracts with Clever Leaves. These disruptions could harm relationships with existing customers, vendors or others and preclude Clever Leaves from attracting new customers, all of which could have a material adverse effect on the business, financial condition and results of operations of Clever Leaves or, following the Business Combination Holdco. The effect of such disruptions could be exacerbated by any delay in the consummation of the Business Combination.

SAMA’s and Clever Leaves’ ability to consummate the Business Combination, and the operations of Holdco following the Business Combination, may be materially adversely affected by the recent coronavirus (COVID-19) pandemic.

In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.” On January 31, 2020, the U.S. Department of Health and Human Services declared a public health emergency for the United States to aid the U.S., and on March 11, 2020, the World Health Organization characterized the COVID-19 outbreak as a “pandemic.”

The COVID-19 pandemic has resulted, and other infectious diseases could result, in a widespread health crisis that could adversely affect the economies and financial markets worldwide, which may delay or prevent the consummation of the Business Combination, and the business of Clever Leaves or Holdco following the Business Combination could be materially and adversely affected. The extent of such impact will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. The disruptions posed by COVID-19 have continued, and other matters of global concern may continue, for an extensive period of time, and if Clever Leaves is unable to recover from business disruptions due to COVID-19 or other matters of global concern on a timely basis, SAMA’s and Clever Leaves’ ability to consummate the Business Combination and Holdco’s financial condition and results of operations following the Business Combination may be materially adversely affected. Each of SAMA, Clever Leaves and Holdco may also incur additional costs due to delays caused by COVID-19, which could adversely affect the Holdco’s financial condition and results of operations.

Risks Related to Ownership of Holdco Securities

An active trading market for the Holdco common shares and warrants may never develop or be sustained, which would adversely affect the liquidity and price of Holdco’s securities.

An active trading market for Holdco securities following the Business Combination may never develop or, if developed, may not be sustained. In addition, the price of Holdco securities after the Business Combination could fluctuate significantly for various reasons, many of which are outside Holdco’s control, such as Holdco’s performance, large purchases or sales of the common shares, legislative changes and general economic, political or regulatory conditions. The release of Holdco’s financial results may also cause the Holdco share price to vary. If an active market for Holdco securities does not develop, it may be difficult for you to sell the Holdco common shares and/or warrants you own or purchase without depressing the market price for the Holdco securities or to sell the securities at all. The existence of an active trading market for Holdco’s securities will depend to a significant extent on Holdco’s ability to meet and continue to meet Nasdaq’s listing criteria, which Holdco may be unable to accomplish.

There can be no assurance that the Holdco common shares or warrants will be approved for listing on Nasdaq upon the Closing, or if approved, that Holdco will be able to comply with the continued listing standards of Nasdaq.

SAMA’s units, common stock and warrants are currently listed on Nasdaq. In connection with the Closing, we have applied to list the Holdco common shares and warrants on Nasdaq upon the Closing under the symbols “CLVR” and “CLVRW,” respectively. As part of the application process, we are required to provide evidence that Holdco will be able to meet the initial listing requirements of Nasdaq, which are more rigorous than Nasdaq’s continued listing requirements and include, among other things, a requirement that Holdco have 300 or more unrestricted round lot holders, at least 150 of which hold unrestricted shares with a minimum value of $2,500, and meet a minimum public float. Holdco’s ability to meet these listing requirements may depend, in part, on the number of shares of SAMA common stock that are redeemed in connection with the Business Combination, as the number of redemptions may impact whether Holdco has at least 300 unrestricted round lot holders upon the Closing, among other initial listing requirements. Holdco’s application has not yet been approved, and may not be approved if we are unable to provide evidence satisfactory to Nasdaq that Holdco will meet these listing requirements.

If the Holdco common shares are not approved for listing on Nasdaq or, after the Closing, Nasdaq delists the Holdco common shares from trading on its exchange for failure to meet the listing standards, Holdco and its shareholders could face significant material adverse consequences including:

•        a limited availability of market quotations for Holdco’s securities;

•        reduced liquidity for Holdco’s securities;

•        a determination that the Holdco common shares are “penny stock” which will require brokers trading in the Holdco common shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for Holdco’s securities;

•        a limited amount of news and analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

The market price of the Holdco common shares may be volatile, which could cause the value of your investment to decline.

Even if a trading market develops, the market price of the Holdco common shares may be highly volatile and could be subject to wide fluctuations. In addition, the trading volume in the Holdco common shares may fluctuate and cause significant price variations to occur. Securities markets worldwide experience significant price and volume fluctuations. This market volatility, as well as general economic, market and political conditions (including as a result of the COVID-19 pandemic), could reduce the market price of the Holdco common shares in spite of its operating performance. If Clever Leaves is unable to operate as profitably as investors expect, the market price of Holdco common shares post-Business Combination will likely decline when it becomes apparent that the market expectations may not be realized. In addition, Holdco’s results of operations could be below the expectations of public market analysts and investors due to a number of potential factors, including variations in Holdco’s quarterly or annual results of operations, operating results of other companies in the same industry, additions or further departures of

of which this proxy statement/prospectus forms a part (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 is greater than $12.50 for any 20 out of any 30 consecutive trading days. In addition, the Holdco common shares received by the Key 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 is greater than $12.50 for any 20 out of any 30 consecutive trading days. Sales of substantial amounts of Holdco common shares in the public market after the Business Combination, or the perception that such sales will occur, could adversely affect the market price.

The exercise of registration rights may adversely affect the market price of Holdco’s securities.

Pursuant to the Investors’ Rights Agreement, the initial stockholders are entitled to demand that Holdco register the resale of their Holdco common shares. Additionally, the holders of the private placement warrants and any warrants the Sponsor or SAMA’s officers or directors or their affiliates may be issued in payment of working capital loans made to SAMA are entitled to demand that Holdco register the resale of the private placement warrants and any other warrants issued to them (and the underlying Holdco common shares) commencing at any time after the consummation of the Business Combination. The presence of these additional Holdco common shares trading in the public market may have an adverse effect on the market price of Holdco’s securities.

It is not anticipated that any dividend will be paid to holders of Holdco common shares for the foreseeable future.

There are no current plans to pay cash dividends on the Holdco common shares. The declaration, amount and payment of any future dividends will be at the sole discretion of the Holdco board of directors. The Holdco board of directors may take into account general and economic conditions, Holdco’s financial condition and operating results, Holdco’s available cash, current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions, implications on the payment of dividends by Holdco to its shareholders and such other factors as the Holdco board of directors may deem relevant. Accordingly, Holdco is not expected to pay any dividends on the Holdco common shares in the foreseeable future.

Future offerings of debt or equity securities by Holdco may adversely affect the market price of the Holdco common shares.

In the future, Holdco may attempt to obtain financing or to further increase its capital resources by issuing additional common shares or offering debt or other equity securities, including commercial paper, medium-term notes, senior or subordinated notes, debt securities convertible into equity or preferred shares. Future acquisitions could require substantial additional capital in excess of cash from operations. Holdco may obtain the capital required for acquisitions through a combination of additional issuances of equity, corporate indebtedness and/or cash from operations.

Issuing additional Holdco common shares or other equity securities or securities convertible into equity may dilute the economic and voting rights of existing shareholders or reduce the market price of the Holdco common shares or both. Upon liquidation, holders of such debt securities and preferred shares, if issued, and lenders with respect to other borrowings would receive a distribution of Holdco’s available assets prior to the holders of the Holdco common shares. Debt securities convertible into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion. Preferred shares, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit Holdco’s ability to pay dividends to the holders of the Holdco common shares. Holdco’s decision to issue securities in any future offering will depend on market conditions and other factors beyond Holdco’s control, which may adversely affect the amount, timing and nature of Holdco’s future offerings.

Holdco’s actual financial position and results of operations may differ materially from the unaudited pro forma financial information included in this proxy statement/prospectus.

The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what Holdco’s actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated. See “Unaudited Pro Forma Combined Financial Statements” for more information.

Certain provisions of the Holdco Articles could hinder, delay or prevent a change in control of Holdco, which could limit the price investors might be willing to pay in the future for Holdco’s securities.

Certain provisions of the Holdco Articles could make it more difficult for a third party to acquire Holdco without the consent of the Holdco board of directors. These provisions include:

•        the advance notice policy adopted by Holdco;

•        terms of any future rights or restrictions of the preferred shares;

•        rights of the directors to issue shares or securities of Holdco; and

•        rights of Holdco to purchase its own shares.

In addition, limitations on the ability to acquire and hold the Holdco common shares may be imposed by the Competition Act in Canada. This legislation permits the Commissioner of Competition of Canada, or Commissioner, to review any acquisition of a significant interest in Holdco. This legislation grants the Commissioner jurisdiction to challenge such an acquisition before the Canadian Competition Tribunal if the Commissioner believes that it would, or would be likely to, result in a substantial lessening or prevention of competition in any market in Canada. The Investment Canada Act subjects an acquisition of control of a company by a non-Canadian to government review if the value of such company’s assets, as calculated pursuant to the legislation, exceeds a threshold amount. A reviewable acquisition may not proceed unless the relevant minister is satisfied that the investment is likely to result in a net benefit to Canada.

These provisions may make it difficult and expensive for a third party to pursue a tender offer, change in control or takeover attempt that is opposed by Holdco’s management or the Holdco board of directors. Shareholders who might desire to participate in these types of transactions may not have an opportunity to do so, even if the transaction is favorable to them. These anti-takeover provisions could substantially impede your ability to benefit from a change in control or change in Holdco’s management and the Holdco board of directors and, as a result, may adversely affect the market price of the Holdco common shares and your ability to realize any potential change of control premium.

If securities and industry analysts do not publish research or publish inaccurate or unfavorable research about Holdco’s business, the price of the Holdco common shares and trading volume could decline.

The trading market for the Holdco common shares may depend, in part, on the research and reports that securities and industry analysts publish about Holdco and its business. Securities and industry analysts do not currently, and may never, cover Holdco. If securities and industry analysts do not commence coverage of Holdco, the trading price of the Holdco common shares would likely be negatively impacted. In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover Holdco downgrade the Holdco common shares or publish inaccurate or unfavorable research about Holdco’s business, the price of the Holdco common shares would likely decline. If one or more of these analysts cease coverage of Holdco or fail to publish reports on Holdco regularly, demand for the Holdco common shares could decrease, which might cause the price of the Holdco common shares and trading volume to decline.

SAMA and, following the Business Combination, Holdco may amend the terms of the warrants in a manner that may be adverse to holders with the approval of the holders of at least a majority of the then outstanding warrants.

SAMA’s warrants are issued in registered form under the Warrant Agreement between Continental, as warrant agent, and SAMA. The Warrant Agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least a majority of the then outstanding warrants to make any change that adversely affects the interests of the registered holders. Accordingly, SAMA and, following the Business Combination, Holdco may amend the terms of the warrants in a manner adverse to a holder if holders of at least a majority of the then outstanding warrants approve of such amendment. Although SAMA’s and Holdco’s ability to amend the terms of the warrants with the consent of at least a majority of the then outstanding warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise period or decrease the number of shares of SAMA common stock or Holdco common shares, as applicable, purchasable upon exercise of a warrant.

Even if the Business Combination is consummated, there can be no assurance that the warrants will be in the money at the time they become exercisable, and they may expire worthless.

The exercise price for the outstanding warrants will be $11.50 per Holdco common share, and the exercise period commences upon the Closing and expires five years following the Closing. There can be no assurance that the warrants will be in the money following the time they become exercisable and prior to their expiration, and as such, the warrants may expire worthless.

Holdco may redeem unexpired warrants prior to their exercise at a time that is disadvantageous to the holder, thereby making the warrants worthless.

Holdco will have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant in the case that the last reported sales price of the Holdco common shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date Holdco sends the notice of such redemption to the warrant holders. If and when the warrants become redeemable, Holdco may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force you (i) to exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants. In addition, Holdco may redeem your warrants after they become exercisable for a number of Holdco common shares determined based on the redemption date and the fair market value of Holdco’s common shares. Any such redemption may have similar consequences to a cash redemption described above. In addition, such redemption may occur at a time when the warrants are “out-of-the-money,” in which case you would lose any potential embedded value from a subsequent increase in the value of the Holdco common shares had your warrants remained outstanding. None of the private placement warrants will be redeemable by Holdco so long as they are held by the Sponsor or its permitted transferees.

The Holdco Articles to be in effect as of the Closing will provide for the exclusive jurisdiction of the provincial courts in British Columbia, Canada for substantially all disputes between Holdco and its shareholders, which could limit Holdco shareholders’ ability to obtain a favorable judicial forum for disputes with Holdco or its directors, officers, other employees or shareholders.

The Holdco Articles to be in effect as of the Closing will provide for the exclusive jurisdiction of the provincial courts located in British Columbia, Canada for the following civil actions:

•        any action between Holdco and its shareholders; and

•        any action between two or more shareholders or groups of shareholders of Holdco regarding any matters relating to Holdco.

This exclusive jurisdiction provision may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with Holdco or any of its directors, officers, other employees or shareholders, which may discourage lawsuits with respect to such claims, although Holdco’s shareholders will not be deemed to have waived Holdco’s compliance with U.S. federal securities laws and the rules and regulations thereunder applicable to foreign private issuers. Alternatively, if a court were to find the exclusive jurisdiction provision contained in the Holdco Articles to be inapplicable or unenforceable in an action, Holdco may incur additional costs associated with resolving such action in other jurisdictions, which could harm Holdco’s business, operating results and financial condition. The exclusive jurisdiction provision would not prevent derivative shareholder actions based on claims arising under U.S. federal securities laws from being raised in a U.S. court and would not prevent a U.S. court from asserting jurisdiction over such claims. However, there is uncertainty whether a U.S. court would enforce the exclusive jurisdiction provision for actions for breach of fiduciary duty and other claims, and the BCA restricts derivative actions brought pursuant to the BCA to the Supreme Court of British Columbia.

Holdco is a Canadian company and shareholder protections differ from shareholder protections in the United States and elsewhere.

Holdco is organized and exists under the laws of British Columbia, Canada and, accordingly, is governed by the Business Corporations Act (BCBCA). The BCBCA differs in certain material respects from laws generally applicable to Delaware corporations and U.S. shareholders, including the provisions relating to interested directors, mergers and similar arrangements, takeovers, shareholders’ suits, indemnification of directors and inspection of corporation records. For a detailed discussion of these differences, see the section titled “Comparison of the Rights of Holders of SAMA Common Stock and Holdco Common Shares” located elsewhere in this proxy statement/prospectus.

Shareholders may have difficulty enforcing judgments against Holdco’s management.

After the Closing, substantially all of Holdco’s assets will be located outside of the United States and certain Holdco’s officers and directors may reside outside of the United States. As a result, it may be difficult, or in some cases impossible, for investors in the United States to enforce their legal rights against or to effect service of process upon certain Holdco’s directors or officers or to enforce judgments of United States courts predicated upon civil liabilities under United States laws. The Holdco Articles to be in effect as of the Closing also will provide for the exclusive jurisdiction of provincial courts in British Columbia, Canada for certain shareholder lawsuits. See “— The Holdco Articles to be in effect as of the Closing will provide for the exclusive jurisdiction of the provincial courts in British Columbia, Canada for substantially all disputes between Holdco and its shareholders, which could limit Holdco shareholders’ ability to obtain a favorable judicial forum for disputes with Holdco or its directors, officers, other employees or shareholders.”

Risks Related to Clever Leaves’ Business

References in this section of the proxy statement/prospectus to “our”, “we” and “us” are intended to refer to Clever Leaves and its subsidiaries, unless the context indicates otherwise.

Our limited operating history and an unproven business model make it difficult for us to evaluate our current business and future prospects.

Clever Leaves has a limited operating history upon which potential investors can evaluate its performance. We are, and expect for the foreseeable future to be, subject to all the risks and uncertainties inherent in an emerging company in an emerging industry. As a result, the revenue and income potential of Clever Leaves’ business is unproven. We must continue to build and improve many functions necessary to conduct business, including, without limitation, managerial and administrative structure, sales, marketing and distribution activities, financial systems and personnel recruitment. We may make errors in predicting and reacting to relevant market trends, which could harm our business. Consequently, any predictions about our future success or viability, or any evaluation of our business and prospects, may not be accurate. In addition, we can make no assurance that we will be able to achieve our business objectives, that we will be able to execute our business plan, that we will ever become profitable or that we will ever pay any dividends or that Holdco’s shares will appreciate in value. Similarly, the market for Clever Leaves’ products and services is characterized by regulatory approvals, customer adoption, support amongst the medical and health care supply chain including physicians, insurance companies and pharmacies, rapid intellectual property advances, changes in customer requirements, changes in protocols and evolving laws, regulations and industry standards. If we are unable to develop enhancements to Clever Leaves’ existing products and services or acceptable new products and services that keep pace with rapidly changing developments, our products and services may become obsolete, less marketable and less competitive and our business may be harmed.

Clever Leaves’ business is dependent on legislation in each of the jurisdictions in which it operates.

The authorities that regulate the cannabis and hemp industries in the countries in which Clever Leaves conducts business may take actions that materially affect our operations and profitability. The nature and degree of the legislation affecting cannabis companies varies across the various jurisdictions in which Clever Leaves operates, and are subject to further changes, which may arise rapidly. Each jurisdiction may have its own highly specialized legislation for the cultivation, production and sale of cannabis and hemp. Such laws and regulations relate to, among other things: permitted and prohibited activities; required licenses; permits, quotas, certifications, other approvals and associated fees; construction, minimum conditions and security required for Clever Leaves’ facilities; and required personnel and their qualifications.

Changes in relevant regulations, changes in interpretation of regulations, more vigorous or even varied or inconsistent enforcement thereof or other unanticipated events could require extensive changes to operations, increased compliance costs or give rise to material liabilities, which could have a material adverse effect on our business, results of operations and financial condition. The cannabis and hemp industry is subject to extensive controls and regulations, which may significantly affect the financial condition of market participants.

Continued development of the cannabis and hemp industry is dependent upon continued legislative and regulatory authorization of cannabis and hemp at the state, federal and international level and a willingness of law enforcement agencies and authorities to not interfere with that development. Any number of factors could slow or halt progress in this area. Further legislative and regulatory authorization of cannabis and hemp is not assured, and it is possible that the legal environment for cannabis or hemp will deteriorate. While there may be ample public support for legislative action, numerous factors impact the legislative and regulatory process, and there can be no assurance that cannabis or hemp will be regulated in a manner that allows further development and growth of the industry.

We cannot predict the nature of any future laws, regulations, interpretations or applications, or determine what effect additional governmental regulations or administrative policies and procedures, when and if promulgated, could have on our business.

Clever Leaves’ business is subject to substantial and evolving regulation in multiple jurisdictions, and we may not always successfully comply fully with regulatory requirements in all jurisdictions, despite our efforts to do so.

Clever Leaves is and will be required to comply with ongoing compliance and reporting requirements and ongoing regulation and oversight by governmental authorities that are comprehensive and burdensome. The cannabis and hemp industries are subject to extensive controls and regulations, which may significantly affect the financial condition of market participants. Clever Leaves incurs substantial ongoing costs and obligations related to regulatory compliance and expects to continue to do so in the future.

Clever Leaves’ mission is to comply with all applicable laws, rules, regulations and guidelines wherever it operates. In many jurisdictions, the legal and regulatory schemes have been recently adopted, are rapidly changing or are not yet fully developed. As a result, laws and regulations relating to cannabis and hemp may be incomplete or ambiguous, or selectively or inconsistently enforced, making compliance therewith difficult if not impossible. Clever Leaves’ efforts to maintain legal compliance in this complex environment and any failure to comply with the laws and regulations may result in additional costs for corrective measures, civil or criminal penalties, restrictions of operations, or even the loss of licenses, quotas, certifications or accreditation, and could have a material adverse impact on our business, financial condition and operating results. We may experience delays as we attempt to seek interpretive guidance with respect to such laws or regulations, and we may have to revise our business plan if the laws and regulations, or regulators’, courts’ or enforcement authorities’ interpretations thereof, or our understandings thereof, change.

Changes in relevant regulations or their interpretations, more vigorous, inconsistent or incorrect enforcement of regulations, or other unanticipated events could require extensive changes to operations, increased compliance costs or give rise to material liabilities, which could have a material adverse effect on our business, results of operations and financial condition. The cannabis and hemp industry is also subject to numerous legal challenges, which may significantly affect the financial condition of market participants and which cannot be reliably predicted.

Despite efforts to do so, we may fail to obtain or maintain licenses, certifications, quotas or accreditations needed to operate our business or achieve our business plans.

Clever Leaves’ business endeavors depend on receiving and maintaining regulatory licenses, certifications, quotas or accreditations amongst government authorities from multiple jurisdictions, including international organizations. Several licenses, certifications, quotas or accreditations may be required from multiple governmental agencies, including:

•        cultivation of or possession of cannabis or hemp and the possession or use of seeds for planting;

•        extraction and production of derivatives from cannabis or hemp;

•        distribution of cannabis or hemp or derivatives thereof within a country’s borders;

The current outbreak of the novel coronavirus, or COVID-19, has caused severe disruptions in the global economy and to Clever Leaves’ business, and may have an adverse impact on Clever Leaves’ performance and results of operations.

The recent outbreak of the novel coronavirus, or COVID-19, which has been declared by the World Health Organization (“WHO”) to be a “pandemic”, has spread across the globe and is impacting worldwide economic activity. COVID-19 has severely restricted the level of economic activity around the world and in all countries in which Clever Leaves or its affiliates operate. A public health epidemic, including COVID-19, or the fear of a potential pandemic, poses the risk that Clever Leaves or its employees, distributors, contractors, suppliers, and other partners may be prevented from conducting business activities for an indefinite period of time, and Clever Leaves’ customers may be prevented from purchasing Clever Leaves’ products, due to shutdowns, “stay-at-home” mandates or other preventative measures that may be requested or mandated by governmental authorities. The governments of many countries, states, cities and other geographic regions have taken preventative or protective actions, such as imposing restrictions on travel and business operations and advising or requiring individuals to limit or forego their time outside of their homes. Temporary closures of businesses have been ordered and numerous other businesses have temporarily closed voluntarily. Such actions are creating disruption in global supply chains, increasing rates of unemployment and adversely impacting many industries. The outbreak could have a continued adverse impact on economic and market conditions and trigger a period of global economic slowdown.

The effect of COVID-19 could include closures of Clever Leaves’ facilities or the facilities of Clever Leaves’ suppliers and other vendors in Clever Leaves’ supply chain and other preventive and protective measures in Clever Leaves’ supply chain. If the pandemic persists, closures or other restrictions on the conduct of business operations of Clever Leaves’ third-party manufacturers, suppliers or vendors could disrupt Clever Leaves’ supply chain.

Due to the cancellation of most air cargo flights from Colombia, Clever Leaves lost several commercial opportunities to ship its products to various geographies. As a result of disruptions in shipping, some of our customers found alternative supplies and may choose to continue with their new supplies rather than working with Clever Leaves in the future. These factors could otherwise disrupt Clever Leaves’ operations and could have an adverse effect on Clever Leaves’ business, financial condition and results of operations.

In Portugal and Germany, COVID-19 has the potential to disrupt our operations. Our employees and contractors may be unable to travel to work or may be unable to work due to the effects of COVID-19, our facilities may have to be closed to comply with local regulations, infrastructure development may be delayed due to restrictions put in place to contain the spread of COVID-19 and our supply chains may face issues resulting from limitations on the freedom of movement or from productions closures resulting from spread of COVID-19 or legislation to contain its spread.

As a result of COVID-19, Clever Leaves has implemented remote work policies for certain employees and the effects of Clever Leaves’ remote work policies may negatively impact productivity, disrupt access to books and records, increase cybersecurity risks and disrupt Clever Leaves’ business. Clever Leaves does not yet know when our employees will be able to return to the office (although our employees in Germany and Portugal are currently permitted to work from the office on a voluntary basis with safety precautions in place). In addition, the effects of COVID-19 may delay Clever Leaves’ R&D programs and Clever Leaves’ ability to execute on certain of its strategic plans which could include recruiting senior management professionals, construction, R&D, new product launches, new market expansions, acquisitions and access to capital. Future GMP inspections or certifications for new product capabilities could be delayed due to restrictions on travel. Our licensing in Portugal, Germany or other jurisdictions, could also be delayed if regulators are directed to focus on the health emergency instead of licensing activities as a result of an inability to conduct inspections or if a COVID-19 outbreak impacts the regulator in any other way. So long as measures to combat COVID-19 stay in effect, Clever Leaves expects COVID-19 to negatively affect its results of operations. The global impact of COVID-19 continues to evolve rapidly, and the extent of its effect on Clever Leaves’ operational and financial performance will depend on future developments, which are highly uncertain, including the duration, scope and severity of the pandemic, the actions taken to contain or mitigate its impact, and the direct and indirect economic effects of the pandemic and related containment measures, among others.

Even after the pandemic subsides, Clever Leaves’ businesses could also be negatively impacted should the effects of COVID-19 lead to changes in consumer behavior, including as a result of a decline in discretionary spending, or changed priorities for regulators worldwide, which may slow efforts to legalize and prudently regulate cannabis in many countries. During the past year, financial conditions for the cannabis industry have faced increased volatility even prior to COVID-19. Moreover, future events could cause global financial conditions to suddenly and rapidly

destabilize, and governmental authorities may have limited resources to respond to such future crises. Future crises may be precipitated by any number of causes, including natural disasters, geopolitical instability, changes to energy prices or sovereign defaults. Any sudden or rapid destabilization of global economic conditions could negatively impact Clever Leaves’ ability to obtain equity or debt financing or make other suitable arrangements to finance Clever Leaves’ projects. If increased levels of volatility continue, there is a rapid destabilization of global economic conditions or a prolonged recession resulting from the pandemic, it would likely materially affect Clever Leaves’ business and the value of Holdco’s common shares.

Significant interruptions in our access to certain supply chains may impair our cannabis growing operations.

We intend to maintain a full supply chain for the provision of Clever Leaves’ products and services to the regulated cannabis industry. Clever Leaves’ business is dependent on a number of key inputs and their related costs (certain of which are sourced in other countries and on different continents), including transportation, raw materials, supplies and equipment related to its growing operations, as well as electricity, water and other local utilities.

Furthermore, due to the fast evolving and at times uncertain regulatory landscape for cannabis in the countries where Clever Leaves does business, Clever Leaves’ third-party suppliers, manufacturers and contractors may elect, at any time, to decline or withdraw services necessary for Clever Leaves’ operations. Any significant interruption, price increase or negative change in the availability or economics of the supply chain for key inputs and, in particular, rising or volatile energy costs could curtail or preclude Clever Leaves’ ability to continue production and materially impact its business, financial condition and results of operations. In addition, Clever Leaves’ operations would be significantly affected by a prolonged power outage. Loss of Clever Leaves’ suppliers, service providers or distributors would have a material adverse effect on its business and operational results. Disruption of Clever Leaves’ manufacturing and distribution operations could adversely affect inventory supplies and its ability to meet product delivery deadlines.

Clever Leaves’ ability to compete and grow cannabis is dependent on it having access, at a reasonable cost and in a timely manner, to skilled labor, equipment, parts and components. No assurances can be given that we will be successful in maintaining Clever Leaves’ required supply of labor, equipment, parts and components.

We may fail to export for sale as many cannabinoids products as we expect, which could have a negative adverse effect on our business plan and profitability.

Clever Leaves’ success depends on its ability to attract and retain customers, but it faces competition in obtaining customers for its cannabis materials and products. Clever Leaves faces competition in obtaining customers for its cannabis materials and products. Clever Leaves’ success depends on its ability to attract and retain customers and distributors. There are many factors that could impact Clever Leaves’ ability to attract and retain customers and distributors, including its ability to successfully complete on the basis of price, continually produce desirable and effective products that are superior to others in the market, the successful implementation of its customer acquisition plan and the continued growth in the aggregate number of potential customers. Competition for customers may result in increasing Clever Leaves’ costs while also lowering the market prices for its products, and reduce its profitability. If we are not successful in attracting and retaining customers, we may fail to be competitive or achieve profitability or sustain over time

As a result of changing customer preferences, many products attain financial success for a limited period of time. Even if we are successful in introducing new products or developing Clever Leaves’ current products, a failure to gain consumer acceptance or to update products with compelling attributes could cause a decline in our products’ popularity that could reduce revenues and harm our business, operating results and financial condition. Failure to introduce new products or product types and to achieve and sustain market acceptance could result in our being unable to meet consumer preferences and generate revenue, which would have a material adverse effect on our profitability and financial results from operations.

Some competitors may also have significantly greater financial resources than us. We can provide no assurance that we will be able to successfully compete against these other companies.

We could be adversely affected by the loss of one or more key executives or by an inability to attract and retain qualified personnel.

Our success will depend on our ability to retain the services of Clever Leaves’ existing key executives and to attract and retain additional qualified personnel in the future. Qualified individuals are in high demand and we may incur significant costs to attract and retain them. Clever Leaves’ Chief Financial Officer and General Counsel recently left the company to pursue other opportunities, and Clever Leaves is in the process of identifying the individuals who will fill in these vacancies. The loss of the services of any of Clever Leaves’ key executives or the inability to hire and retain other highly qualified personnel in the future could adversely affect our ability to conduct or grow our business. This risk may be particularly acute for Clever Leaves relative to some of its competitors because some of Clever Leaves’ senior executives work in countries where they are not citizens and work permit and immigration issues could adversely affect the ability to retain or hire key persons. Clever Leaves does not, and Holdco does not intend to, maintain key person life insurance policies with respect to our employees.

We may have difficulty conducting business with banks and other financial institutions.

Financial transactions involving proceeds generated by illegal cannabis-related conduct can form the basis for prosecution under the anti-money laundering laws in many jurisdictions, as well as the unlicensed money transmitter statute and the Bank Secrecy Act.

Because cannabis sales, use or possession are highly regulated or prohibited in most countries, banks in the United States and many other countries will not accept for deposit funds from businesses involved with cannabis or facilitate transactions, due mostly to concerns related to anti-money laundering laws, or may accept funds for deposit but will not allow international transactions or certain domestic payments. This is the case even if the cannabis business is compliant with applicable law. As a result, businesses engaged in the cannabis industry often have difficulty finding a bank or other financial institution willing to accept their deposits or enter into financial transactions, including loans. The loss of a bank account, due for example to shifting risk sensibilities within the bank, or an inability to open a bank account or obtain a credit facility in certain jurisdictions may make it difficult for Clever Leaves to operate and for potential customers, suppliers and partners to do business with Clever Leaves, and may raise the cost and burden of banking for Clever Leaves. This may also require Clever Leaves to retain unusually large amounts of cash, making Clever Leaves susceptible to the risk of theft and other criminal activity. A loss of any material amount of cash would have a material adverse effect on our financial condition and results of operations.

In February 2014, the Financial Crimes Enforcement Network bureau of the U.S. Treasury Department issued guidance (which is not law in the United States) with respect to financial institutions providing banking services to cannabis business, including burdensome due diligence expectations and reporting requirements. That guidance does not provide any safe harbors or legal defenses from examination or regulatory or criminal enforcement actions by the Department of Justice or other federal regulators. Thus, most banks and other financial institutions in the U.S. do not appear to be comfortable providing banking services to cannabis-related businesses, or relying on this guidance, which can be amended or revoked at any time. In addition to the foregoing, banks may refuse to process debit card payments and credit card companies generally refuse to process credit card payments for cannabis-related businesses. As a result, we may have limited or no access to banking or other financial services in the U.S. In addition, federal money laundering statutes and the U.S. Bank Secrecy Act regulations discourage financial institutions from working with any organization that sells a controlled substance, regardless of whether the state it resides in permits cannabis sales. The inability or limitation in Clever Leaves’ ability to open or maintain bank accounts, obtain other banking services and/or accept credit card and debit card payments may make it difficult for us to operate and conduct our business as planned or to operate efficiently.

Agricultural events, such as crop disease, insect infestations, volatile weather, absorption of heavy metals and other conditions, could result in substantial losses and weaken our financial results.

Clever Leaves’ business is reliant on the cultivation, processing and sale of cannabinoids, which are agricultural products. As a result, our financial results will be subject to the risks inherent to the agricultural business, such as crop disease, insect infestations, volatile weather, drought, absorption of heavy metals and similar agricultural risks, which may adversely affect supply, reduce sales volumes, increase production costs, or prevent or impair shipments. Natural elements could have a material adverse effect on the production of Clever Leaves’ cannabis products.

Environmental risks may adversely affect Clever Leaves’ business.

Cultivation and production activities may be subject to licensing requirements relating to environment regulation. Environmental legislation is evolving in such a manner that may result in stricter standards and enforcement, larger fines and liability and potentially increased capital expenditures and operating costs. The application of environmental laws to Clever Leaves’ business may cause us to increase the costs of our cultivation, production or scientific activities. Unanticipated licensing delays can result in significant delays and cost overruns in Clever Leaves’ business and could affect our financial condition and results of operations. There can be no assurance that these delays will not occur. Prior use of pesticides at Clever Leaves’ agricultural sites, if not discovered prior to cultivation on such sites, could lead to the production of tainted and unsaleable product, which could negatively impact the results of our operations.

Lack of or inadequate insurance coverage may adversely affect our financial resources and prospects.

Crop insurance is generally not available to cannabis companies, and if it becomes available, it may not be available at commercially reasonable prices. In addition, non-agricultural insurance coverages, including directors’ and officers’ insurance, while generally available to cannabis companies, are often not available at commercially reasonable prices. There can be no assurance that we will have appropriate insurance in place sufficient to cover events that may occur, the amount of liabilities we may incur or claims to which we may become subject. If commercially reasonable insurance coverage is unavailable or insufficient to cover any such claims, our financial resources and prospects could be adversely affected.

We may be subject to risks related to our information technology systems, including the risk that we may be the subject of a cyber-attack.

We have entered into agreements with third parties for hardware, software, telecommunications and other information technology (“IT”) services in connection with our operations. Our operations depend, in part, on how well we and our vendors protect networks, equipment, IT systems and software against damage from a number of threats, including, but not limited to, cable cuts, damage to physical plants, natural disasters, intentional damage and destruction, fire, power loss, hacking, computer viruses, vandalism, theft, malware, ransomware and phishing attacks. Any of these and other events could result in IT system failures, delays or increases in capital expenses. Our operations also depend on the timely maintenance, upgrade and replacement of networks, equipment and IT systems and software, as well as preemptive expenses to mitigate the risks of failures. The failure of IT systems or a component of IT systems could, depending on the nature of any such failure, adversely impact our reputation and results of operations.

As cyber threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities. While we have implemented security resources to protect our data security and information technology systems, such measures may not prevent such events. Significant disruption to our information technology system or breaches of data security could have a material adverse effect on our business financial condition and results of operations.

Risks related to Clever Leaves’ international activities may adversely affect our business.

Governments in certain jurisdictions intervene in their economies, sometimes frequently, and occasionally make significant changes in policies and regulations. Changes, if any, in the cannabis industry or shifts in political attitude in the countries in which Clever Leaves operates may adversely affect its profitability. Operations may be affected in varying degrees by government regulations with respect to, but not limited to, restrictions on production, price controls, export controls, currency remittance, importation of product and supplies, income and other taxes, royalties, access to banking, the repatriation of profits, expropriation of property, foreign investment, maintenance of concessions, licenses, approvals and permits, environmental matters, land use, land claims of local people, water use and workplace safety. Failure to comply strictly with applicable laws, regulations and local practices could result in potential criminal liability, loss, reduction or expropriation of licenses, or the imposition of additional local or foreign parties as joint venture partners with carried or other interests.

Clever Leaves and its business are subject to additional risks as a result of international operations.

Clever Leaves’ international operations and marketing initiatives expose it and its representatives, agents and distributors to risks inherent to operating in foreign jurisdictions that could materially adversely affect its operations and financial position. These risks include (i) country-specific taxation policies, (ii) imposition of additional foreign

governmental controls or regulations, (iii) export and import and permits license requirements, (iv) changes in tariffs and other trade restrictions and (v) complexity of collecting receivables and managing cash receipts in a foreign jurisdiction.

Moreover, applicable agreements relating to business in foreign jurisdictions are governed by foreign laws and are subject to dispute resolution in the courts of, or through arbitration proceedings in, the country or region in which the parties are located or another jurisdiction agreed upon by the parties. We cannot accurately predict whether such fora will provide an effective and efficient means of resolving disputes that may arise in the future. Even if we obtain a satisfactory decision through arbitration or a court proceeding, we could have difficulty in enforcing any award or judgment on a timely basis or at all.

Clever Leaves is constrained by law in its ability to market its products in certain jurisdictions.

The development of our business and operating results may be hindered by applicable restrictions on sales and marketing activities imposed by regulatory bodies. The regulatory environment in certain jurisdictions limits Clever Leaves’ ability to compete for market share in a manner similar to other less-regulated industries. If we are unable to effectively market our products and compete for market share, or if the costs of compliance with government legislation and regulation cannot be absorbed through increased selling prices for our products, our sales and results of operations could be adversely affected. Also, even when fully compliant of local and international regulations, some countries may decide to have protectionism policies to deny or delay the importation of products coming from other countries.

Clever Leaves relies on third-party distributors to distribute its products, and those distributors may not perform their obligations.

Clever Leaves relies on third-party distributors, including pharmaceutical distributors, airlines, courier services and government agencies, and may in the future rely on other third parties, to distribute its products. Due to the perishable and premium nature of Clever Leaves’ products, we will depend on fast and efficient courier service to distribute our products. If these distributors do not successfully carry out their contractual duties, or renew their agreements following the completion of any contractual obligations, if there is any prolonged disruption, delay or interruption in the distribution of our products, such as due to COVID-19, or if these third parties damage our products, it could negatively impact our revenue from product sales and adversely affect our financial condition and results of operations. Any damage to our products, such as product spoilage, could expose us to potential product liability, damage our reputation and the reputation of our brands or otherwise harm our business. Rising costs associated with the courier services used by Clever Leaves to ship its products may also adversely impact its business and ability to operate profitably.

Clever Leaves is subject to risks from its ongoing construction projects.

Clever Leaves is subject to a number of risks in connection with the construction of facilities in Colombia and Portugal, including the availability and performance of engineers and contractors, suppliers and consultants and the receipt of required governmental approvals, licenses and permits. Any delay in the performance of any one or more of the contractors, suppliers, consultants or other persons on which Clever Leaves is dependent in connection with its construction activities, a delay in or failure to receive the required governmental approvals, licenses and permits in a timely manner or on reasonable terms, or a delay in or failure in connection with the completion and successful operation of the operational elements in connection with construction could delay or prevent the construction of the additional phases of the facilities as planned. There can be no assurance that current or future construction plans implemented by Clever Leaves will be successfully completed on time, within budget and without design defect, that the necessary personnel and equipment will be available in a timely manner or on reasonable terms to successfully complete construction projects, that Clever Leaves will be able to obtain all necessary governmental approvals, licenses and permits, or that the completion of the construction, the start-up costs and the ongoing operating costs will not be significantly higher than anticipated by Clever Leaves. Any of the foregoing factors could adversely impact our operations and financial condition.

If we are unable to protect the confidentiality of our intellectual property and proprietary information, our business could be adversely affected.

In jurisdictions where cannabinoids sales, use or possession is not legal, we may be restricted with respect to obtaining patents, trademarks and other protections from the authorities for our brands and products. As a result, Clever Leaves relies heavily on trade secret protection and confidentiality agreements to protect its intellectual property and proprietary information. Although Clever Leaves has entered into agreements with some of its employees, consultants, advisors and other third parties that contain confidentiality, non-compete, non-solicitation and invention assignment provisions, these agreements do not cover all eventualities, and they may be breached and we may not have adequate remedies for any such breach. In addition, others may independently discover or develop Clever Leaves’ intellectual property and proprietary information. If we are unable to prevent disclosure of our intellectual property and proprietary information to third parties, we may not be able to establish or maintain a competitive advantage in Clever Leaves’ markets, which could materially adversely affect our business, financial condition and results of operations.

Product recalls could adversely affect our business.

Manufacturers and distributors of products in the industries we serve are sometimes subject to the recall or return of their products for a variety of reasons, including product defects, such as contamination, unintended harmful side effects or interactions with other substances, packaging safety and inadequate or inaccurate labeling disclosure. If any of our products are recalled due to an alleged product defect, regulatory requirements or for any other reason, we could be required to incur the unexpected expense of the recall and any legal proceedings that might arise in connection with the recall. We may lose a significant amount of sales and may not be able to replace those sales at an acceptable margin or at all. In addition, a product recall may require significant management attention. Recall of products could lead to adverse publicity, decreased demand for our products and could have significant reputational and brand damage. Although Clever Leaves has detailed procedures in place for testing finished products, there can be no assurance that any quality, potency or contamination problems will be detected in time to avoid unforeseen product recalls, regulatory action or lawsuits. Additionally, if any of Clever Leaves’ significant brands were subject to recall, the image of that brand and Clever Leaves could be harmed. A recall for any of the foregoing reasons could lead to decreased demand for our products and could have a material adverse effect on our results of operations and financial condition. Additionally, product recalls may lead to increased scrutiny of our operations by Colombia’s INVIMA, Portugal’s INFARMED or other the health authorities or regulatory agencies where the company operates or products are sold, requiring further management attention and potential legal fees and other expenses.

Clever Leaves’ sale of cannabinoids-related and nutraceutical products exposes it to significant product liability risks.

As a manufacturer and distributor of products designed to be consumed by humans and possibly by animals, Clever Leaves faces an inherent risk of exposure to product liability claims, regulatory action and litigation if its products are alleged to have caused significant loss or injury. In addition, the manufacture and sale of Clever Leaves’ products involve the risk of injury to consumers due to tampering by unauthorized third parties or product contamination. Previously unknown adverse reactions resulting from human or veterinary consumption of Clever Leaves’ products alone or in combination with other medications or substance could occur. Clever Leaves may be subject to various product liability claims, including, among others, that its products caused injury or illness, include inadequate instructions for use or include inadequate warnings concerning possible side effects or interactions with other substances. A product liability claim or regulatory action against Clever Leaves could result in increased costs, could adversely affect its reputation with its clients and consumers generally, and could have a material adverse effect on its business, financial condition and results of operations. There can be no assurances that Clever Leaves or Holdco will be able to obtain or maintain product liability insurance on acceptable terms or with adequate coverage against potential liabilities. Such insurance is expensive and may not be available in the future on acceptable terms, or at all. The inability to obtain sufficient insurance coverage on reasonable terms or to otherwise protect against potential product liability claims could prevent or inhibit the commercialization of Clever Leaves’ potential products.

A significant failure or deterioration in Clever Leaves’ quality control systems could have a material adverse effect on its business and operating results.

The quality and safety of Clever Leaves’ products are critical to the success of its business and operations. As such, it is imperative that Clever Leaves’ (and its service providers’) quality control systems operate effectively and successfully. Quality control systems can be negatively impacted by the design of the quality control systems, the

quality training programs and adherence by employees to quality control guidelines. Although Clever Leaves strives to ensure that all of its service providers have implemented and adhere to high quality control systems, any significant failure or deterioration of such quality control systems could have a material adverse effect on Clever Leaves’ business and operating results.

Clever Leaves may experience breaches of security at its facilities or loss as a result of the theft of its products.

Given the nature of Clever Leaves’ products and their lack of legal availability outside of government approved channels, as well as the concentration of inventory in its Colombian and Portuguese facilities, and despite meeting or exceeding applicable security requirements, there remains a risk of security breach as well as theft. A security breach at one of Clever Leaves’ facilities could result in a significant loss of available products, expose it to additional liability under applicable regulations and to potentially costly litigation or increase expenses relating to the resolution and future prevention of these breaches and may deter potential patients from choosing our products, any of which could have an adverse effect on our business, financial condition and results of operations.

We currently have debt and may continue incur debt in the future which involves risks that could negatively affect our business, results of operations, cash flows or liquidity.

We may pay substantial amounts of cash or incur debt, including convertible debt, to pay for investments we make in new ventures and our subsidiaries, which could adversely affect our liquidity and ability to service our debt. Incurring indebtedness would also result in increased fixed obligations, increased interest expense and could also subject us to covenants or other restrictions that would impede our ability to manage our operations. The impact of COVID-19 on our business and operations may make our ability to comply with financial covenant more difficult.

Clever Leaves’ business is not diversified.

Larger companies have the ability to manage their risk through diversification. However, Clever Leaves currently lacks diversification, in terms of the nature of its business. Its Herbal Brands business in the U.S., a non-cannabis nutraceuticals business, generates most of Clever Leaves’ revenue currently due to the early stage nature of its cannabis business, but regardless of whether such revenues continue to represent a material portion of Clever Leaves’ total revenue, it may not provide substantial diversification benefit. As a result, we could potentially be more impacted by factors affecting the the cannabinoid industry in general and us in particular than would be the case if our business was more diversified.

We may be unable to implement our business strategy.

The growth and expansion of our business is heavily dependent upon the successful implementation of our business strategy as described under the heading “Business of Clever Leaves.” There can be no assurance that we will be successful in the implementation of our business strategy. A failure to do so could have negative financial and reputational effects on us.

Foreign currency fluctuations may adversely affect our financial position, results of operations and cash flows.

Clever Leaves’ international operations make it subject to foreign currency fluctuations and inflationary pressures, which may adversely affect our financial position, results of operations and cash flows. Clever Leaves is affected by changes in exchange rates between the U.S. dollar and foreign currencies. Clever Leaves may, but does not currently, invest in foreign currency contracts to mitigate these risks, and if it elects to conduct any form of currency hedging, it may require significant financial resources to do so.

The cannabinoid industry and market are relatively new in the jurisdictions in which Clever Leaves operates, and Clever Leaves may not be successful in managing uncertainty and volatility.

The cannabis industry and market are relatively new in the jurisdictions in which Clever Leaves operates, and the industry and market may not continue to exist or grow as anticipated or Holdco may ultimately be unable to succeed in this new, highly uncertain and extremely volatile industry and market.

Competitive conditions, consumer tastes, patent requirements and spending patterns in this new industry and market are relatively unknown and may have unique circumstances that differ from existing industries and markets. Furthermore, as a result of recent and ongoing regulatory and policy changes in the veterinary and human medical and adult-use cannabis industry, the market data available is limited and unreliable. Applicable laws in certain jurisdictions prevent widespread participation and hinder market research. Therefore, in certain jurisdictions, market research and projections by Clever Leaves of estimated total retail sales, demographics, demand and similar consumer research are based on assumptions from limited and unreliable market data and generally represent the opinions of Clever Leaves’ management as of the date given. There are no assurances that this industry and market will continue to exist or grow as currently estimated or anticipated, or function and evolve in a manner consistent with management’s expectations and assumptions. Accordingly, there can be no assurance that Holdco will be capable of addressing those risks when they arise. Any event or circumstance that affects the medical cannabis industry and market could have a material adverse effect on Holdco’s business, financial condition and results of operations.

The cannabinoid industry faces strong opposition and may face similar opposition in other jurisdictions in which we operate.

Many political and social organizations oppose hemp and cannabis and their legalization, and many people, even those who support legalization, oppose the sale of hemp and cannabis in their geographies. Our business will need support from local governments, industry participants, consumers and residents to be successful. Additionally, there are large, well-funded businesses that may have a strong opposition to the cannabis industry. For example, the pharmaceutical and alcohol industries have traditionally opposed cannabis legalization. Any efforts by these or other industries opposed to cannabis would make in halting or impeding the cannabis industry could have a detrimental impact on our business.

Unfavorable scientific findings, publicity or consumer perception of the cannabinoid industry could have a material adverse effect on our business.

Clever Leaves believes that the economic viability and future regulation of the legal cannabis industry is highly dependent upon consumer perception regarding the safety, efficacy and quality of the cannabis produced. Consumer perception of cannabis products can be significantly influenced by scientific research or findings, regulatory investigations, litigation, media attention and other publicity regarding the consumption of cannabis products. There can be no assurance that future scientific research, findings, regulatory proceedings, litigation, media attention or other research findings or publicity will be favorable to the legal cannabis market or any particular product or consistent with earlier publicity. Future research reports, findings, regulatory proceedings, litigation, media attention or other publicity that are perceived as less favorable than, or that question, earlier research reports, findings or publicity, even if inaccurate or without merit and even resulting from consumers’ improper use of legal cannabis products, could have a material adverse effect on the demand for Clever Leaves’ products and services and, correspondingly, on our business, results of operations, financial condition and cash flows.

Future clinical research studies may lead to conclusions that dispute or conflict with our understanding and belief regarding the medical benefits, viability, safety, efficacy, dosing and social acceptance of cannabis.

Research regarding the medical benefits, viability, safety, efficacy, use and social acceptance of cannabis or isolated cannabinoids (such as CBD and THC) remains in early stages. There have been relatively few clinical trials on the benefits of cannabis or isolated cannabinoids (such as CBD and THC). Although Clever Leaves believes that the articles, reports and studies support its beliefs regarding the medical benefits, viability, safety, efficacy, dosing and social acceptance of cannabis, future research and clinical trials may prove such statements to be incorrect, or could raise concerns regarding, and perceptions relating to, cannabis. Given these risks, uncertainties and assumptions, investors should not place undue reliance on such articles and reports. Future research studies and clinical trials may draw opposing conclusions to those stated herein or reach negative conclusions related to medical cannabis, which could have a material adverse effect on the demand for Clever Leaves’ products, which could result in a material adverse effect on our business, financial condition and results of operations or prospects.

Certain events or developments in the cannabinoid industry more generally may impact our reputation.

Damage to Clever Leaves’ reputation can be the result of the actual or perceived occurrence of any number of events, and could include any negative publicity, whether such publicity is accurate or not. The increased usage of social media and other web-based tools used to generate, publish and discuss user-generated content and to connect

with other users has made it increasingly easier for individuals and groups to communicate and share opinions and views regarding Clever Leaves and its activities, whether true or not. Although Clever Leaves believes that it operates in a manner that is respectful to all stakeholders and that it takes pride in protecting its image and reputation, it does not ultimately have direct control over how it is perceived by others. Reputational loss may result in decreased ability to enter into new customer, distributor or supplier relationships, retain existing customers, distributors or suppliers, reduced investor confidence and access to capital, increased challenges in developing and maintaining community relations and an impediment to our overall ability to advance our projects, thereby having a material adverse effect on our financial performance, financial condition, cash flows and growth prospects.

General market conditions and other factors, including incidents involving Clever Leaves’ customers, may affect Clever Leaves’ and Holdco’s sales, profitability and overall operating results

Clever Leaves cultivates, manufactures and distributes cannabinoids products for non-pharma purposes in select markets around the world. In addition to the medical cannabinoid business, we are also engaged in the business of formulating, manufacturing, marketing, selling and otherwise commercializing homeopathic and other natural remedies, wellness products, and nutraceuticals in the United States. The global economy is experiencing substantial recessionary pressures and declines in consumer confidence that are expected to negatively impact economic growth following the COVID-19 pandemic and measures adopted by various governments to address the spread of the disease. A global recessionary economic environment may increase unemployment and underemployment, decrease salaries and wage rates or result in other market-wide cost pressures that could adversely affect demand for non-pharma products in both developed and emerging markets. In addition, growth rates in the emerging markets have moderated from previous levels. Reduced consumer spending may cause changes in Clever Leaves’ customer orders including reduced demand for Clever Leaves products, or order cancellations. The timing of placing of orders and the amounts of these orders are generally at the discretion of the Clever Leaves’ customers. Customers may cancel, reduce or postpone orders with Clever Leaves on relatively short notice. Significant cancellations, reductions or delays in orders by customers could affect Holdco’ quarterly results. It is currently anticipated that these challenging economic uncertainties will continue to affect certain of Holdco’s markets during 2020 and potentially beyond which could adversely affect Clever Leaves’ and Holdco’s sales, profitability and overall operating results.

We currently depend on a limited set of customers for a substantial portion of our revenue. If we fail to retain or expand our customer relationships or if one or more significant customers were to terminate their relationship with us or reduce their purchases, or, our revenue could decline significantly.

Our revenue could be materially and disproportionately impacted by purchasing decisions of our customers, or any other significant customer including the customers of our subsidiaries. In the future, our customers may decide to purchase less product from us than they have in the past, may alter purchasing patterns at any time with limited notice, or may decide not to continue to purchase our products at all, any of which could cause our revenue to decline materially and materially harm our financial condition and results of operations. If we are unable to diversify our customer base, we will continue to be susceptible to risks associated with customer concentration. In addition, we have granted certain product exclusivities to key customers in various geographies and that could constrain our ability to grow.

Sales of health and wellness products by our wholly owned Herbal Brands were our main source of revenue for the years ended December 31, 2019. In July 2020, General Nutrition Distribution, LP (“GNC”), currently our largest customer representing a significant portion of our revenue for the first quarter of 2020, filed for Chapter 11 bankruptcy protection. We have responded by instituting safeguards such as requiring prepayment for all sales to GNC in the near term. Despite our efforts, our revenue is likely to fluctuate materially and adversely as a result of GNC’s bankruptcy.

Fluctuations in wholesale and retail prices, including price erosion, could result in earnings volatility.

Several markets in which Clever Leaves compete have cannabis products that are subject to end market price erosion. Consequently, profitability is sensitive to fluctuations in wholesale and retail prices caused by changes in supply (which itself depends on other factors such as weather, fuel, equipment and labor costs, shipping costs, economic situation and demand), taxes, government programs and policies for the cannabis industry (including price controls and wholesale price restrictions that may be imposed by government agencies responsible for the sale of cannabis), and other market conditions, including pricing in the illicit market and the ongoing COVID-19 pandemic, all of which are factors beyond Clever Leaves’ control. Clever Leaves’ operating income may be significantly and

adversely affected by a decline in the price of cannabis and will be sensitive to changes in the price of cannabis and the overall condition of the cannabis industry, as Clever Leaves’ profitability is directly related to the end market price of its cannabis products. There is currently not an established market price for cannabis and the price of cannabis is affected by numerous factors beyond Clever Leaves’ control. Any price decline may have a material adverse effect on Clever Leaves.

The legalization of adult-use, recreational cannabis may reduce sales of medical cannabis.

Legalization of the sale to adults of recreational, non-medical cannabis in any country may increase competition in the medical cannabis market. For example, it is anticipated that citizens of Canada, which has legalized commercial sales of cannabis to adults, may deter medical cannabis patients from going through the process of obtaining a prescription. We may not be able to achieve our business plan in a highly competitive market where recreational, adult-use cannabis is legal, or the market may experience a drop in the price of cannabis and cannabis products over time, decreasing our profit margins.

Clever Leaves is subject to liability arising from any fraudulent or illegal activity by its employees, contractors and consultants.

Clever Leaves is exposed to the risk that its employees, independent contractors and consultants may engage in fraudulent or other illegal activity. Misconduct by these parties could include intentional, reckless, or negligent conduct or disclosure of unauthorized activities to Clever Leaves that violate (i) government regulations, (ii) manufacturing standards, (iii) federal, state and provincial healthcare fraud and abuse laws and regulations, or (iv) laws that require the true, complete and accurate reporting of financial information or data. It is not always possible for Clever Leaves to identify and deter misconduct by its employees and other third parties, and the precautions taken by Clever Leaves to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting it from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations. If any actions are brought against Clever Leaves, including by former employees, independent contractors and consultants, and we are not successful in defending ourselves or asserting our rights, those actions could have a significant impact on our business, including the imposition of civil, criminal and administrative penalties, damages, monetary fines, contractual damages, reputational harm, diminished profits and future earnings, and the curtailment of our operations, any of which would have an adverse effect on our business, financial condition and results from operations.

We may face risks from our web-based activities.

Internet websites are visible by people everywhere, not just in jurisdictions where the activities described therein are considered legal. As a result, to the extent we sell services or products via web-based links targeting only jurisdictions in which such sales or services are compliant with state law, we may face legal action in other jurisdictions that are not the intended object of any of our marketing efforts for engaging in any web-based activity that results in sales into such jurisdictions that are deemed illegal under applicable laws.

Clever Leaves could face competitive risks from synthetic cannabis.

The pharmaceutical industry and others may attempt to enter the cannabis industry and, in particular, the medical cannabis industry through the development and distribution of synthetic products that emulate the effects of and treatment provided by naturally occurring cannabis. If synthetic cannabis products are widely adopted, the widespread popularity of such synthetic cannabis products could change the demand, volume and profitability of the botanical cannabinoid industry. This could adversely affect our ability to secure long-term profitability and success through the sustainable and profitable operation of our business.

We will need to raise substantial additional funds in the future, which funds may not be available or, if available, may not be available on acceptable terms.

Designing and constructing cultivation, processing and distribution facilities, and cultivating and producing cannabinoids products is expensive. Changing circumstances may cause us to consume capital more rapidly than we currently anticipate. For example, we may incur costs for the design and construction of cultivation, processing and dispensary facilities that greatly exceed our current budget for such projects. Alternatively, we may identify

opportunities to acquire additional cannabis and hemp licenses that we believe would be beneficial to us. The acquisition of such licenses, and the cost of acquiring the related cultivation, processing or distribution facilities or, if not in existence or completed, the design and construction of such facilities may require substantial capital. In such events, we may need to raise additional capital to fund the completion of any such projects.

Furthermore, the cannabis industry is in its early stages and it is likely that Clever Leaves and its competitors will seek to introduce new products in the future which may include new genetic formulations. In attempting to keep pace with any new market developments, we will need to expend significant amounts of capital in order to successfully develop and generate revenues from new products including new genetic formulations. We may also be required to obtain additional regulatory approvals from applicable authorities based on the jurisdictions in which we plan to distribute our products, which may take significant time. We may not be successful in developing effective and safe new products, bringing such products to market in time to be effectively commercialized or obtaining any required regulatory approvals, which together with capital expenditures made in the course of such product development and regulatory approval processes, may have a material adverse effect on our business, financial condition and results of operations.

We may need to raise additional funds in the future to support our operations. If we are required to secure additional financing, such additional fundraising efforts may divert our management from our day-to-day activities, and we may be required to:

•        significantly delay, scale back or discontinue the design and construction of any cultivation, processing and dispensary facilities for which we are awarded licenses; or

•        relinquish any cultivation, processing and dispensary licenses that we are awarded, or sell any cultivation, processing or distribution facilities that we are designing and constructing.

If we are required to conduct additional fundraising activities and we are unable to raise additional capital in sufficient amounts or on terms acceptable to us, we may be prevented from executing upon our business plan. This would have a material adverse effect on our business, financial condition and results of operations.

Risks Related to Federal Illegality of Cannabis in the United States

Enforcement of U.S. federal laws could negatively affect businesses involved in the cannabis industry and cause financial damage to Holdco.

Despite Clever Leaves’ absence from even the state legal cannabis markets in the United States and regardless of the federal government’s lack of criminal enforcement against state legal cannabis companies, federal prohibition can negatively affect businesses involved in the global cannabis industry for several reasons, including that businesses trafficking in, or even involved with, cannabis: have fewer banking options, making banking and other financial transactions difficult; have fewer options for capital, which is important for a company in an emerging space; have restricted intellectual property rights particularly with respect to obtaining trademarks and enforcing patents; cannot avail themselves of federal bankruptcy protection; and face fewer and generally more expensive options for insurance coverage. A change in the momentum in legalization could impact any or all of these and possibly other factors. Moreover, a significant shift to the U.S. government enforcing strictly or broadly the federal laws against cannabis could make all of those factors for worse, harm our business prospects, and theoretically threaten those not directly involved in trafficking in cannabis in the U.S. even for seemingly immaterial or remote violations of U.S. law.

Accordingly, any increased enforcement of current U.S. federal laws could cause significant financial damage to Holdco and its shareholders. While several bills in the U.S. Congress would end federal cannabis prohibition, the prospects of these bills are uncertain, and there can be no assurance that any of those or future bills will pass Congress or be signed by the President. Furthermore, we do not know exactly to what extent or how the United States will legalize cannabis, the barriers to entry to that legal market, and how U.S. legalization will impact the competitive state-legal markets.

Any of these adverse actions could have a material adverse effect on Holdco, including its reputation and ability to conduct business, its ability in the future to hold (directly or indirectly) cannabis licenses in the U.S., its stock exchange listing, its financial position, operating results, profitability or liquidity or the market price of the Holdco common shares. In addition, it is difficult to estimate the time or resources that would be needed for the investigation

of any such matters or its final resolution because, in part, the time and resources that may be needed are dependent on the nature and extent of any information requested by the applicable authorities involved, and such time or resources could be substantial.

Clever Leaves’ original business plan included investing in a state-legal cannabis company. In June 2017, Clever Leaves made a minority convertible debt investment in a management company engaged to provide services to a non-profit organization provisionally licensed to own Massachusetts medical marijuana facilities. Clever Leaves also provided management and advisory services to that management company. Clever Leaves exited this investment in March 2018. To Clever Leaves’ knowledge, neither at the time of its exit from the investment nor up to present the start-up company has not launched any business operations or sales or completed its licensing process to commence operations. Clever Leaves made this investment through two subsidiaries, one of which has since been dissolved and the other of which Clever Leaves spun off. Clever Leaves’ business plan and mission have evolved substantially from 2017 and require compliance with all applicable laws

Clever Leaves intends to import CBD into the U.S. for research and development, in compliance with U.S. law, and eventually to commercialize products containing CBD, also in compliance with all applicable laws. Clever Leaves acknowledges that the legality of products with CBD and the enforcement of laws on that subject are evolving. That regulatory uncertainty could cause Clever Leaves to wait longer than ideal to enter that market or to misinterpret the evolving law to permit a product to which a federal agency, such as the FDA, objects.

If we were to experience a bankruptcy, there is no guarantee that U.S. federal bankruptcy protections would be available to us.

Because the use of cannabis is illegal under U.S. federal law, courts have refused to extend federal bankruptcy protection to businesses with any cannabis related assets, thus making it very difficult for lenders to recoup their investments in the cannabis industry in the event of a bankruptcy. If we were to experience a bankruptcy, there is no guarantee that U.S. federal bankruptcy protections would be available to us, which would have a material adverse effect.

We may face difficulties in enforcing its contracts in U.S. federal and certain state courts.

Because certain of Clever Leaves’ contracts involve cannabis and other activities that are not legal under U.S. federal law and in some jurisdictions, we may face difficulties in enforcing our contracts in U.S. federal and certain state courts.

Clever Leaves’ wholly owned U.S. subsidiary, Herbal Brands, is a nutraceutical company with a business that carries non-cannabis reputational, regulatory and financial risks.

Herbal Brands, which has been operating for 30 years, sells nutraceutical and personal health and wellness products.

Nutraceutical products, including those used for detox, can attract public scrutiny. Unfavorable publicity or consumer perception of our products and any similar products distributed by other companies could have a material adverse effect on our business. The nutritional supplements market is highly dependent upon consumer perception regarding the safety, efficacy and quality of nutritional supplements. Consumer perception of Clever Leaves’ products can be significantly influenced by scientific research and findings, as well as by national media attention and other publicity regarding the consumption of nutritional supplements. There can be no assurance that future research or publicity will be favorable to the nutritional supplements market or any product in particular, or consistent with earlier publicity. Clever Leaves’ dependence on consumer perception means that any adverse reports, findings or publicity, whether or not accurate or with merit, could have a material adverse effect on the demand for our products and on our results of operations, cash flow and financial condition.

The manufacturing, packaging, labeling, advertising, sale and distribution of Clever Leaves’ products are subject to federal laws and regulations by one or more federal agencies, including, in the U.S., the FDA, the Federal Trade Commission (the “FTC”), the Consumer Product Safety Commission and the USDA. These activities are also regulated by various state, local and international laws and agencies of the states, localities and countries in which Clever Leaves’ products are sold. For instance, the FDA regulates, among other things, the composition, safety, labeling and marketing of dietary supplements (including vitamins, minerals, herbs and other dietary ingredients for human use). Government regulations may prevent or delay the introduction, or require the reformulation, of Clever Leaves’ products, which could result in lost revenues, increased costs and delay our expansion into new international markets.

The FDA may determine that a particular dietary supplement or ingredient is adulterated or misbranded or both, and may determine that a particular claim or statement of nutritional support that we make to support the marketing of a dietary supplement is an impermissible drug claim, or is an unauthorized version of a “health claim.” The FDA or the FTC may also determine that a particular claim made for our products is not substantiated. Determining whether a claim is improper frequently involves a degree of subjectivity by the regulatory agency or individual regulator. Any of these determinations by the FDA could prevent us from marketing that particular dietary supplement product, or making certain claims for that product. The FDA could also require us to remove a particular product from the market. Any future recall or removal would result in additional costs to us, including lost revenues from any product that we are required to remove from the market, which could be material. Any product recalls or removals could also lead to liability, substantial costs and reduced growth prospects.

Additionally, the nutraceutical industry is extremely competitive. Some of Clever Leaves’ competitors have greater financial and other resources than we do, and one or more of these competitors could use their greater resources to gain market share at our expense. The nutritional products market includes international, national, regional and local producers and distributors, many of whom have substantially greater production, financial, research and development, personnel and marketing resources than we do, and many of whom offer a greater variety of products. In addition, we compete for supply of raw materials, and significant interruptions in our access to certain supply chains may impair our operations.

As a result, each of these companies could compete more aggressively and sustain that competition over a longer period of time than we could. Our lack of resources relative to our significant competitors may cause us to fail to anticipate or respond adequately to development of new products and changing consumer demands and preferences or may cause us to experience significant delays in obtaining or introducing new or enhanced products. These failures or delays could reduce our competitiveness and cause a decline in our market share and sales. Increased competition in our industry could result in price reductions, reduced gross profit margin or loss of market share, any of which could have a material effect on our business, results of operations and financial condition.

While Clever Leaves has no U.S. cannabis operations, the United States has barred non-U.S. citizens involved with U.S. cannabis operations, even as investors, and confusion about Clever Leaves operations could arise in the immigration context.

Although cannabis use and sale is legal and regulated in numerous U.S. states, individuals who are not U.S. residents and are employed or involved with U.S. licensed cannabis companies could be denied entry or face lifetime bans from the U.S. for their involvement with such companies. While Clever Leaves has no U.S. cannabis operations, confusion around this U.S. policy and Clever Leaves’ business could, at least temporarily, threaten the ability of non-U.S. citizen involved with Clever Leaves to enter the U.S. to perform work for the company.

Risks Related to Clever Leaves’ Operations in Colombia

We may be subject to emerging market risks.

Emerging market investment generally poses a greater degree of risk than investment in more mature market economies because the economies in the developing world are more susceptible to destabilization resulting from domestic and international developments.

Colombia has a history of economic instability and crises (such as inflation or recession). While there is current political instability, laws and regulations are subject to change in the future and could adversely affect our business, financial condition and results of operations.

In particular, fluctuations in the Colombian economy and actions adopted by the government of Colombia have had and may continue to have a significant impact on companies operating in Colombia. Specifically, we may be affected by inflation, foreign currency fluctuations, regulatory policies, business and tax regulations and, in general, by the political, social and economic scenarios in Colombia and in other countries that may affect Colombia.

Global or regional economic crises could negatively affect investor confidence in emerging markets or the economies of the principal countries in Latin America, including Colombia. A significant decline in economic growth or a sustained economic downturn for any of Colombia’s major trading partners (in particular, the EU, the U.S., China and other Latin American countries) could have a material adverse impact on the balance of trade and remittances,

resulting in lower economic growth. Deterioration in the economic and political situation in neighboring countries could adversely affect the economy and cause instability in Colombia by disrupting their diplomatic or commercial relationships with neighboring countries. Any future tensions may cause political and economic uncertainty, instability, market volatility, low confidence levels and higher risk aversion by investors and market participants that may negatively affect economic activity in Colombia. Such events could materially and adversely affect our business, financial condition and results of operations.

Regulation of the cannabis industry in Colombia is recent, and the Colombian government may not encourage the cannabis industry.

Licenses to, (i) produce, sell and export cannabis derivatives, (ii) use seeds for planting, (iii) cultivate high-THC cannabis and (iv) cultivate low-THC cannabis. First licenses to produce, sell and export cannabis derivates have been issued since 2016, while the issuances of the other licenses began in the second half of 2017. On November 22, 2019, the regulatory body empowered to issue such licenses was changed from the Ministry of Health and Social Protection to the National Food and Drug Surveillance Institute (INVIMA). We do not yet know the impact of this change and we do not know whether additional regulations will be issued increasing or lessening the requirements for the issuance of such licenses, modifying related requirements or imposing additional conditions. These laws and regulations could further change, or could be interpreted, in a manner that could materially and adversely affect us.

The President of the Republic of Colombia took office on August 7, 2018 for a period of four years, and members of Congress took office on July 20, 2018, also for a period of four years. Since taking office, the President and members of the Congress have exhibited some antagonistic positions with respect to the cannabis industry, which could result in burdensome cannabis legislation that could negatively impact our business, results of operations and financial condition. Even with political support, there still the challenge of building institutional capabilities to manage the cannabinoid industry and complying with legal terms and deadlines for issuing licenses and other permits.

The occurrence of certain “causes for license termination” conditions could terminate Clever Leaves’ cannabis licenses in Colombia.

Clever Leaves has been granted certain cannabis licenses in Colombia. Colombian law establishes certain “dissolving” conditions, the occurrence of which could allow the authority who granted a cannabis license to terminate it. The following are the dissolving conditions currently established in the legislation in relation to the licenses: (i) not correcting administrative or operative failures identified by the supervising authorities within the term established by such authorities; (ii) failure to comply with the security protocol established in the technical regulations of Decree 613 of 2017; (iii) exceeding the maximum authorized quota for each period; (iv) carrying out promotion or publicity through media, social media, flyers or any other media regarding seeds for planting, cannabis plants, cannabis and derivatives, with the exception of academic or scientific events; (v) not initiating the authorized activities after six months counted as of the quota´s allocation by the Technical Group of Quotas, or as of the granting of the license to use seeds for planting; (vi) failure to request the modification of the license within 30 calendar days following the occurrence of any of these events: (a) modifications in the legal representation of the licensee; (b) modifications regarding ownership, possession or tenancy of the land or authorized properties to perform the activities established in the license; and/or (c) modifications in the contractor, entity or individua, that provides services to the licensee in relation to the activities authorized in the license; (vi) prevent, obstruct or refuse to allow access by the authorities for the exercise of administrative and operational control; (vii) performing transactions involving seeds for planting, cannabis plants, cannabis or cannabis derivatives with individuals or entities that do not have a license or registration before the National Narcotics Fund in the case of cannabis derivatives; (viii) using the seeds for planting, the cannabis plant, the cannabis or its derivatives for purposes that are not scientific or medicinal, or carrying out activities not contemplated in the license; (ix) it is determined that the authorized domicile does not exist, is in a state of abandonment or is not in operation; (x) there is indication of falsifying, altering or omitting the supports that endorse cannabis records and movements in the platform, or other means while it is operating; (xi) the documents filed before control authorities are falsified or altered; (xii) when verified that the licensee in the case of an individual, or the legal representative of the licensee in the case of an entity, has been declared criminally liable for drug trafficking and related crimes, after the respective license has been issued; and (xiii) the non-payment of the annual fees relating to surveillance.

Causes for license termination must be officially declared by the authority, after opening an administrative proceeding for the licensee to defend its actions, and can only be applied according to the general principles of administrative law, especially due process, right of defense and proportionality between the sanctions and the sanctioned behavior.

The identity and background of Clever Leaves’ legal representatives are important for its cannabis licenses.

Colombian legislation gives special attention to the identification and background of the legal representatives of licensees. Licensees must file a declaration of the legality of the proceeds of the legal representatives. Furthermore, the Colombian government must be notified of any appointment of a new legal representative within 30 days as of such appointment, and authorized by the corresponding ministry. Failing to provide such notice, or any declaration that a legal representative is criminally liable for drug trafficking or related crimes, after having issued a cannabis license, are dissolving conditions that may result in the termination of our license to produce cannabis derivatives, use seeds for planting or produce high- or low-THC cannabis. This places a large amount of risk for Clever Leaves on a single individual.

Colombian legislation contains various security requirements.

Clever Leaves’ operations and facilities must comply with the security conditions established in Colombian legislation, including, among others, a security protocol with an integral security plan and risk analysis. Any breach of the security protocol is a dissolving condition that may result in the termination of Clever Leaves’ license to produce cannabis derivatives, use seeds for planting or produce high-THC cannabis or hemp.

Circumstances that affect the land may impact Clever Leaves’ cannabis licenses.

Licenses to produce cannabis or hemp derivatives, use seeds for planting or produce high-THC cannabis or hemp refer to an identified real property (usually by indicating its land registry number). Certain circumstances that affect the ownership of the land or the agreement for the use of the land by the licensee could therefore affect the cannabis or hemp license itself, even requiring termination of such license. In addition, a separate license must be obtained from the competent authorities with respect to any plan to use a different property in order to develop cannabis or hemp-related activities. Clever Leaves’ cannabis and hemp licenses may require modification due to circumstances affecting the land. We cannot provide assurance that any such modifications or new licenses can be obtained in a timely manner or at all.

Financing the cannabinoid industry in Colombia is uncertain.

Financing of the cannabinoid industry in Colombia has been performed primarily through equity investments rather than through debt financing. Debt financing has been limited for several reasons, including that financial institutions are uninformed about the legality of these activities, their internal policies do not allow them to lend for the purpose of developing cannabis or related activities even where legal, and they see risks in financing recently permitted activities. We do not know if, how, or when the market for financing these activities will develop.

We may be subject to operational risks in Colombia.

Operations in Colombia are subject to risk due to the potential for social, political, economic, legal and fiscal instability. The government in Colombia faces ongoing problems, including but not limited to inflation, unemployment and inequitable income distribution. Colombia is also home to South America’s largest and longest running insurgency and portions of the countryside may be under guerrilla influence. In addition, Colombia experiences narcotics-related violence, a prevalence of kidnapping and extortionist activities and civil unrest in certain areas of the country. Such instability may require Clever Leaves to suspend operations on its properties. Other risks may involve matters arising out of the evolving laws and policies in Colombia, any future imposition of special taxes or similar charges, as well as foreign exchange fluctuations and currency convertibility and controls, the unenforceability of contractual rights or the taking or nationalization of property without fair compensation, restrictions on the use of expatriates in our operations or other matters. Clever Leaves also bears the risk that changes can occur in the government of Colombia and a new government may void or change the laws and regulations that it is relying upon.

Currently there are no restrictions on the repatriation from Colombia of earnings to foreign entities and Colombia has never imposed such restrictions. However, there can be no assurance that restrictions on repatriation of earnings from Colombia will not be imposed in the future. Exchange control regulations require that any proceeds in foreign currency originated on exports of goods from Colombia be repatriated to Colombia. However, purchase of foreign currency is allowed through any Colombian authorized financial entities for purposes of payments to foreign suppliers, repayment of foreign debt, payment of dividends to foreign shareholders and other foreign expenses.

Clever Leaves´ Colombian operations may face social risks such as strikes, organized communities being against the presence of the company in one or more locations of the country and initiations legal proceedings or similar that may affect the operations and could cause significant investments in building social acceptance or changing the operations to a different location. During the last decade, Colombia has had significant strikes that in some cases affected the transportation of goods and citizens and agricultural production at a national level.

Colombia has experienced several periods of violence and instability that could affect the economy and Clever Leaves.

Colombia has experienced periods of criminal violence over the past four decades, primarily due to the activities of guerilla groups and drug cartels. Despite the peace treaty between the Colombian government and the Revolutionary Armed Forces of Colombia (Fuerzas Armadas Revolucionarias de Colombia or FARC), a lasting decrease in violence or drug-related crime in Colombia or the successful integration of former guerilla members into Colombian society may not be achieved. In 2018, the Colombian government suspended the peace negotiations with the National Liberation Army (Ejército de Liberación Nacional or ELN) and, in 2019, a minority group of dissidents of the peace process with FARC announced their return to illegal activities. Violence incidents could create a security risk for our key employees in Colombia and require them to leave the country. An escalation of violence or drug-related crime may have a negative impact on the Colombian economy and on us.

Allegations of corruption against the Colombian government, politicians and private industry could create economic and political uncertainty and could expose us to additional credit risk.

Allegations of corruption against the Colombian government, at the national or local level, politicians and private industry could create economic and political uncertainty should the investigations triggered by these cases reach conclusions or result in further allegations or findings of illicit conduct committed by the accused parties. Furthermore, proven or alleged wrongdoings could have adverse effects on the political stability in Colombia and the Colombian economy. These adverse political and economic effects may negatively impact our business, including by depressing business volumes, reducing our ability to recover amounts we have loaned to persons or projects involved in illicit or allegedly illicit conduct and harming our reputation.

Colombia has experienced significant inflation.

Colombia has in the past experienced double-digit rates of inflation. If Colombia experiences substantial inflation in the future, our costs in Colombian peso terms will increase significantly, subject to movements in applicable exchange rates. Inflationary pressures may also curtail our ability to access global financial markets in the longer term and our ability to fund planned capital expenditures, and could materially adversely affect our business, financial condition and results of operations. The Colombian government’s response to inflation or other significant macro-economic pressures may include the introduction of policies or other measures that could increase our costs, reduce operating margins and materially adversely affect our business, financial condition and results of operations.

Decreases in the growth rate of the economy, periods of negative growth, increases in inflation, changes in policy or future judicial interpretations of policies involving exchange controls and other matters such as currency depreciation, inflation, interest rates, taxation, banking laws and regulations and other political or economic developments in Colombia may affect the overall business environment and may in turn negatively affect our financial condition and results of operations.

The Colombian government has historically exercised substantial influence on its economy, and it is likely to continue to implement policies that will have an important impact on our business and results of operations, market conditions and prices and rates of return on securities of local issuers. Potential changes in laws, public policies and regulations may cause instability and volatility in Colombia.

Future developments in government policies could negatively affect our business and financial condition. Downgrades in Colombia’s investment grade credit ratings, or the failure of Colombia to maintain ratings, could increase our financing costs and adversely affect our results of operation and financial condition.

•        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.

Record Date and Voting

You will be entitled to vote or direct votes to be cast at the special meeting of stockholders if you owned shares of SAMA common stock at the close of business on               , 2020, which is the record date for the special meeting of stockholders. You are entitled to one vote for each share of SAMA common stock that you owned as of the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were 16,215,132 shares of SAMA common stock outstanding, of which 12,965,132 are public shares and 3,250,000 are founder shares.

The initial stockholders have agreed to vote all of their founder shares and any public shares acquired by them in favor of the Business Combination Proposal. SAMA’s issued and outstanding warrants do not have voting rights at the special meeting of stockholders.

Voting Your Shares

Each share of SAMA common stock that you own in your name entitles you to one vote on each of the proposals for the special meeting of stockholders. Your one or more proxy cards show the number of shares of SAMA common stock that you own.

If you are a holder of record, there are two ways to vote your shares of SAMA common stock at the special meeting of stockholders:

•        You can vote by completing, signing and returning 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 applicable special meeting(s). If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares of SAMA common stock will be voted as recommended by SAMA’s board of directors. With respect to proposals for the special meeting of stockholders, that means: “FOR” the Business Combination Proposal, “FOR” the Incentive Award Plan Proposal, “FOR” the Earnout Award Plan Proposal and “FOR” the Adjournment Proposal.

•        You can attend the special meeting of stockholders and vote in person. You will be given a ballot when you arrive. However, if your shares of SAMA common stock are held in the name of your broker, bank or other nominee, you must get a proxy from the broker, bank or other nominee. That is the only way we can be sure that the broker, bank or nominee has not already voted your shares of SAMA common stock.

Who Can Answer Your Questions About Voting Your Shares

If you have any questions about how to vote or direct a vote in respect of your shares of SAMA common stock, you may 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

Quorum and Vote Required for the Proposals

A quorum of SAMA’s stockholders is necessary to hold a valid meeting. 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. 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.

Abstentions and Broker Non-Votes

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 SAMA’s 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.”

Abstentions will be counted for purposes of determining the presence of a quorum at the special meeting of stockholders. Abstentions and broker non-votes will have the same effect as a vote “AGAINST” the Business Combination Proposal and 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.

Revocability of Proxies

If you have submitted a proxy to vote your shares and wish to change your vote, you may do so by delivering a later-dated, signed proxy card to Morrow Sodali LLC, SAMA’s proxy solicitor, prior to the date of the special meeting of stockholders or by voting in person at the special meeting of stockholders. Attendance at the special meeting of stockholders alone will not change your vote. You also may revoke your proxy by sending a notice of revocation to: Morrow Sodali LLC, 470 West Avenue, Stamford, CT 06902.

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 $132.9 million on March 31, 2020, the estimated per share redemption price would have been approximately $10.22.

Redemption rights are not available to holders of warrants in connection with the Business Combination.

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), both:

•        Submit a request in writing that SAMA redeem your public shares for cash to Continental, SAMA’s transfer agent, at the following address:

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com

•        Deliver your public shares either physically or electronically through DTC to SAMA’s transfer agent. Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent. It is SAMA’s understanding that stockholders should generally allot at least one week to obtain physical certificates from the transfer agent. However, SAMA does not have any control over this process and it may take longer than one week. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your public shares as described above, your shares will not be redeemed.

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). You may make such request by contacting SAMA’s transfer agent at the phone number or address listed above.

Each redemption of public shares by the public stockholders will decrease the amount in the trust account. In no event, however, will SAMA redeem public shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon completion of the Business Combination.

Prior to exercising redemption rights, stockholders should verify the market price of their shares of SAMA common stock as they may receive higher proceeds from the sale of their shares of SAMA common stock in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. SAMA cannot assure you that you will be able to sell your shares of SAMA common stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in the SAMA common stock when you wish to sell your shares.

If you exercise your redemption rights, your shares of SAMA common stock will cease to be outstanding immediately prior to the Business Combination and will only represent the right to receive a pro rata share of the aggregate amount on deposit in the trust account. You will no longer own those shares. You will be entitled to receive cash for these shares only if you properly demand redemption.

If the Business Combination Proposal is not approved and SAMA does not consummate an initial business combination by September 30, 2020, or such later date as may be approved by SAMA’s stockholders, it will be required to dissolve and liquidate and the warrants will expire worthless.

Appraisal or Dissenters’ Rights

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

Solicitation of Proxies

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 shares 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.

Stock Ownership

As of the record date, the initial stockholders beneficially own an aggregate of approximately 20% of the outstanding shares of SAMA common stock. The initial stockholders have agreed to vote all of their founder shares and any public shares acquired by them in favor of the Business Combination Proposal. As of the date of this proxy statement/prospectus, none of the initial stockholders have acquired any public shares.

THE BUSINESS COMBINATION PROPOSAL

General

On July 25, 2020, SAMA, Holdco, Merger Sub and Clever Leaves entered into the Business Combination Agreement, pursuant to which SAMA agreed to combine with Clever Leaves in the Business Combination that will result in both Clever Leaves and SAMA becoming wholly-owned subsidiaries of Holdco. The terms of the Business Combination Agreement are summarized below.

SAMA is asking its stockholders to approve and adopt the Business Combination Agreement and the Business Combination. SAMA may consummate the Business Combination only if the Business Combination Proposal is approved by at least a majority of all outstanding shares of SAMA common stock entitled to vote thereon at the special meeting of stockholders.

Business Combination Agreement

The following is a summary of the material terms of the Business Combination Agreement. A copy of the Business Combination Agreement is attached as Annex A to this proxy statement/prospectus and is incorporated by reference into this proxy statement/prospectus. The Business Combination Agreement has been attached to this proxy statement/prospectus to provide you with information regarding its terms. It is not intended to provide any other factual information about SAMA, Clever Leaves or any other parties to the Business Combination Agreement. The following description does not purport to be complete and is qualified in its entirety by reference to the Business Combination Agreement. You should refer to the full text of the Business Combination Agreement for details of the Business Combination and the terms and conditions of the Business Combination Agreement.

The Business Combination Agreement contains representations and warranties that the parties have made to one another as of specific dates. These representations and warranties have been made for the benefit of the other parties to the Business Combination Agreement and may be intended not as statements of fact but rather as a way of allocating the risk to one of the parties if those statements prove to be incorrect. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the SEC and are qualified by certain matters contained in certain reports publicly filed with the SEC. In addition, the assertions embodied in the representations and warranties are qualified by information in confidential disclosure schedules exchanged by the parties in connection with signing the Business Combination Agreement. While SAMA and Clever Leaves do not believe that these disclosure schedules contain information required to be publicly disclosed under the applicable securities laws, other than information that has already been so disclosed, the disclosure schedules do contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Business Combination Agreement. Accordingly, you should not rely on the representations and warranties as current characterizations of factual information because they were made as of specific dates, may be intended merely as a risk allocation mechanism among the parties to the Business Combination Agreement and are modified by the disclosure schedules.

Overview of the Transactions Contemplated by the Business Combination

(a)     The acquisition is structured so that as a result of the Business Combination, SAMA and Clever Leaves will become wholly-owned subsidiaries of Holdco in accordance with the following transaction steps:

i.       Prior to the execution of the Business Combination Agreement, 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. Holdco is a direct wholly-owned subsidiary of Clever Leaves and Merger Sub is a direct wholly-owned subsidiary of Holdco;

ii.      At the Arrangement Effective Time (as defined below) (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 (as defined below), in each case, pursuant to the Arrangement. Immediately following the Arrangement, Clever Leaves will be a direct wholly-owned subsidiary of Holdco;

(b)     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, the resolutions of Clever Leaves to approve the Plan of Arrangement and Arrangement and the Proposed Transactions, as further described below.

(c)     In addition, concurrently with the execution of the Business Combination Agreement, the Sponsor, SAMA, Holdco and Clever Leaves entered into the Transaction Support Agreement, as further described below.

(d)    The parties will also enter into the Investors’ Rights Agreement and the Warrant Amendment, each as further described below, and the execution of which are requirements to consummate the Proposed Transactions.

Effective Time and Closing of the Business Combination

As promptly as practicable, but in no event later than two business days, after the satisfaction or waiver of all of the conditions to closing in the Business Combination Agreement and as summarized below, the parties will convene a pre-closing conference call to confirm such satisfaction or waiver of the closing conditions. Immediately following the pre-closing conference call, the parties will cause the consummation of the Eagle Share Exchange (as defined below) and the Arrangement to become effective at 11:59 p.m. Vancouver, British Columbia time (the “Arrangement Effective Time”) and then immediately after the Arrangement becomes effective at the Arrangement Effective Time, the parties will cause the Merger to be consummated by filing a certificate of merger with the Secretary of State of Delaware, which will become effective at 12:01 a.m. Vancouver, British Columbia time (or 3:01 a.m. Eastern Time), on the calendar day immediately following the consummation of the Eagle Share Exchange and the Arrangement (the “Merger Effective Time” and the date on which the Merger Effective Time occurs is referred to as “Closing Date”).

Consideration

The consideration payable to SAMA stockholders in connection with the Merger consists of Holdco common shares and 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 in the aggregate payable to certain Clever Leaves shareholders (the “Cash Arrangement Consideration” together with the Holdco common shares issued in the Merger and the Arrangement, the “Transaction Consideration”). The details of the Transaction Consideration are summarized below.

Merger Consideration to SAMA Stockholders

At the Merger Effective Time, each share of SAMA common stock issued and outstanding immediately prior to the Merger Effective Time will automatically be converted into and exchanged for the right to receive one validly issued, fully paid and nonassessable Holdco common share (the “SAMA Merger Consideration”).

Arrangement Consideration to Clever Leaves Shareholders

The aggregate Arrangement consideration (the “Arrangement Consideration”) will be an amount 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 connection with the Business Combination. The Arrangement Consideration minus an amount equal to the Cash Arrangement Consideration (such amount the “Arrangement Share Consideration Amount”) will be paid to Clever Leaves shareholders in Holdco common shares, 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 Arrangement Share Consideration Amount and the Cash Arrangement Consideration will be allocated among Clever Leaves shareholders pursuant to a payment spreadsheet (the “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 “Calculation Methodology”).

Exchange of Certificates; Delivery of Consideration

Immediately prior to the Arrangement Effective Time, in accordance with an existing Put Call Agreement, Clever Leaves will convert the Class A common shares of Eagle Canada Holdings, Inc., a subsidiary of Clever Leaves, into Clever Leaves common shares (the “Eagle Share Exchange”).

At the Arrangement Effective Time, by virtue of the Arrangement and as set forth in the Plan of Arrangement, and without any action on the part of SAMA, Merger Sub, Holdco, Clever Leaves or the holders of any of the following securities: (a) first, (i) each Clever Leaves Class C preferred share issued and outstanding immediately prior to the Arrangement Effective Time shall automatically be converted into and exchanged for one validly issued, fully paid and non-assessable Clever Leaves common share and (ii) each Clever Leaves Class D preferred share issued and outstanding immediately prior to the Arrangement Effective Time shall automatically be converted into and exchanged for a number of validly issued, fully paid and non-assessable Clever Leaves common share equal to the ratio for which each Clever Leaves Class D preferred share will convert into the right to receive that number of Clever Leaves common shares (the “Clever Leaves Preferred Share Conversion”) and (b) then, immediately following the Clever Leaves Preferred Share Conversion, each Clever Leaves common share issued and outstanding immediately prior to the Arrangement Effective Time shall automatically be transferred to Holdco in consideration of the Arrangement Consideration payable to the holders thereof as set forth in the Payment Spreadsheet.

At the Merger Effective Time, by virtue of the Merger and without any action on the part of SAMA, Merger Sub, Holdco, Clever Leaves or the holders of any of the following securities: (a) each share of SAMA common stock issued and outstanding immediately prior to the Merger Effective Time shall automatically be converted into and exchanged for one validly issued, fully paid and nonassessable Holdco common share, (b) each share of Merger Sub common stock issued and outstanding immediately prior to the Merger Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of SAMA common stock (as the surviving corporation of the Merger) and (c) for each share of Merger Sub common stock held by Holdco immediately prior to the Merger Effective Time, SAMA shall issue to Holdco one validly issued, fully paid and nonassessable share of SAMA common stock.

On the Closing Date (and after the Merger Effective Time), SAMA shall deposit, or cause to be deposited, with the exchange agent designated by SAMA and reasonably satisfactory to Clever Leaves (the “Exchange Agent”), the Cash Arrangement Consideration payable to certain Clever Leaves shareholders in cash (the “Cash Exchange Fund”). On the Closing Date (and after the Merger Effective Time), Holdco shall deposit, or shall cause Merger Sub to deposit with the Exchange Agent, for the benefit of the holders of SAMA common stock, for exchange the number of Holdco common shares (in either book-entry or certificated form, at Holdco’s election) sufficient to deliver the Holdco common shares included in the SAMA Merger Consideration payable pursuant to the Business Combination Agreement (such Holdco common shares, the “Securities Exchange Fund”, together with the Cash Exchange Fund and any dividends or distributions with respect to the Securities Exchange Fund, being hereinafter referred to, collectively, as the “Exchange Fund”). Holdco shall cause the Exchange Agent pursuant to irrevocable instructions, to deliver the Transaction Consideration out of the Exchange Fund in accordance with the Business Combination Agreement, the Arrangement and the Payment Spreadsheet. Except as contemplated by the Business Combination Agreement, the Exchange Fund shall not be used for any other purpose.

As promptly as practicable after the Merger Effective Time, as the case may be, Holdco shall use its reasonable best efforts to cause the Exchange Agent to mail to each holder of SAMA common stock entitled to receive the SAMA Merger Consideration a letter of transmittal, which shall be in a form reasonably acceptable to SAMA and Clever Leaves (the “Letter of Transmittal”) and shall specify (a) that delivery shall be effected, and risk of loss and title to the certificates evidencing such SAMA common stock (collectively, the “Certificates”) shall pass, only upon proper delivery of the Certificates to the Exchange Agent; and (b) instructions for use in effecting the surrender of the Certificates pursuant to the Letter of Transmittal. Within five business days after the surrender to the Exchange Agent of all Certificates held by such holder for cancellation, together with a Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may be required pursuant to such instructions, the holder of such Certificates shall be entitled to receive in exchange therefor, and Holdco shall cause the Exchange Agent to deliver the SAMA Merger Consideration, and the Certificate so surrendered shall forthwith be cancelled.

Representations, Warranties and Covenants

The Business Combination Agreement contains customary representations and warranties of (a) Clever Leaves, (b) SAMA and (c) Holdco and Merger Sub relating to, among other things, their ability to enter into the Business Combination Agreement and their outstanding capitalization.

The representations, warranties, agreements and covenants in the Business Combination Agreement or in any certificate, statement or instrument delivered pursuant to the Business Combination Agreement will terminate at the Merger Effective Time, except that (a) Article XI (General Provisions) of the Business Combination Agreement will survive the Merger Effective Time and (b) Section 11.01 (Non-Survival of Representations, Warranties and Agreements) of the Business Combination Agreement will not limit any covenant or agreement of the parties that by its terms requires performance after the Closing. Effective as of the Closing, there are no remedies available to the parties to the Business Combination Agreement with respect to any breach of the representations, warranties, covenants or agreements of the parties to the Business Combination Agreement, except, with respect to those covenants and agreements mentioned above that by their terms apply or are to be performed in whole or in part after the Closing and the remedies that may be available under Section 11.10 (Specific Performance) of the Business Combination Agreement.

Conduct of Business Pending Consummation of the Business Combination

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

Between the date of the Business Combination Agreement and the earlier of the Merger Effective Time or the date, if any, on which the Business Combination Agreement is terminated, except as (a) expressly contemplated or permitted by any other provision of the Business Combination Agreement or any Ancillary Agreement (as defined below), (b) required by law or any governmental authority or (c) set forth in the Clever Leaves disclosure schedules, unless SAMA otherwise consents in writing (which consent shall not be unreasonably withheld, conditioned or delayed (and in any event, such consent shall be deemed given if SAMA has not affirmatively denied consent in writing within three business days of Clever Leaves requesting consent)), (i) Clever Leaves shall, and shall cause its subsidiaries to, conduct their business in all material respects in the ordinary course of business, provided that, any actions taken or omission not taken reasonably in response to an emergency or urgent condition arising from COVID-19 shall not be deemed to be acting outside of the ordinary course of business, so long as such actions or omissions are reasonably designed to (A) protect the health or welfare of Clever Leaves’ employees, directors, officers or agents or (B) to comply with the Business Combination Agreement, Clever Leaves shall use reasonable best efforts to preserve intact the business organization and business relationships of Clever Leaves and its subsidiaries, and, in each case, Clever Leaves promptly notifies SAMA of such actions and reasonably takes into account the reasonable requests of SAMA in further acts or omissions of Clever Leaves with respect to such condition or conditions arising from COVID-19; and (ii) Clever Leaves shall use reasonable best efforts to preserve intact the business organization of Clever Leaves and its subsidiaries and preserve their business relationships with significant customers, suppliers and other persons having significant business relationships with Clever Leaves and its subsidiaries.

Except as (a) expressly contemplated or permitted by any other provision of the Business Combination Agreement or any Ancillary Agreement, (b) required by law or any governmental authority or (c) set forth in the Clever Leaves disclosure schedules, Clever Leaves shall not, and shall cause each of its subsidiaries, Merger Sub and Holdco not to, between the date of the Business Combination Agreement and the earlier of the Merger Effective Time or the date, if

any, on which the Business Combination Agreement is terminated, do any of the following without the prior written consent of SAMA (which consent shall not be unreasonably withheld, conditioned or delayed (and in any event, such consent shall be deemed given if SAMA has not affirmatively denied consent in writing within three business days of Clever Leaves requesting consent)):

•        amend or otherwise change the Clever Leaves Notice of Articles, the Clever Leaves Articles or equivalent organizational documents of any Clever Leaves subsidiary in a manner that would adversely affect the Proposed Transactions;

•        issue, sell, pledge, dispose of, grant or encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, (i) any shares of any class of capital stock of Clever Leaves or any subsidiary of Clever Leaves or any subsidiary for an aggregate amount of consideration in excess of $10,000,000, except for the issuance of Clever Leaves common shares upon exercise or settlement of Clever Leaves’ options or warrants, (ii) any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest (including any phantom interest), except for grants of Clever Leaves options and other awards, including Clever Leaves restricted shares, with respect to up to 900,000 Clever Leaves common shares in the aggregate or (c) except in the ordinary course of business, any material assets of Clever Leaves or any of its subsidiaries;

•        declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock;

•        reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any of its capital stock, other than redemptions of equity securities from former employees upon the terms set forth in the underlying agreements governing such equity securities;

•        acquire (including by merger, consolidation, or acquisition of stock or assets or any other business combination) any corporation, partnership, other business organization or any division thereof in an amount greater than $10,000,000;

•        incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any person, or make any loans or advances, or intentionally grant any security interest in any of its assets, in each case, except in an aggregate principal amount such that, after giving effect to the use of proceeds of such indebtedness, the amount of Clever Leaves’ net indebtedness does not exceed the amount of Clever Leaves’ outstanding indebtedness as of the date of the Business Combination Agreement by more than $20,000,000.

•        increase the compensation or benefits payable or provided to or to become payable to be provided to, or, other than health and welfare plan renewals in the ordinary course of business consistent with past practices, the compensation or benefits provided to its executive level employees;

•        other than pursuant to the terms of an agreement entered into prior to the date of the Business Combination Agreement and reflected on the Clever Leaves disclosure schedules, (i) grant any severance or termination pay to, (ii) enter into any employment, consulting or severance agreement with, any director or officer of Clever Leaves or any of its subsidiaries, other than in the ordinary course of business consistent with past practice, (iii) accelerate the vesting of any Clever Leaves share award or (iv) amend or alter the exercise price of any Clever Leaves option (other than any adjustment of the exercise price of any Clever Leaves option in accordance with the Calculation Methodology or Clever Leaves warrant;

•        adopt, amend and/or terminate any employee benefit plan except as may be required by applicable law, is necessary in order to consummate the Proposed Transactions, or health and welfare plan renewals in the ordinary course of business;

•        amend and/or terminate any insurance policies of Clever Leaves or any of its subsidiaries except as may be required by applicable law or is necessary in order to consummate the Proposed Transactions;

•        make, change or revoke any material tax election, change any annual tax accounting period, adopt or change any method of tax accounting, amend any tax returns or file claims for tax refunds, enter into any closing agreement, waive or extend any statute of limitations period in respect of an amount of taxes, settle any tax claim, audit or assessment, or surrender any right to claim a tax refund, offset or other reduction in tax liability;

•        take any action, other than reasonable actions in the ordinary course of business, with respect to accounting policies or procedures, other than as required by GAAP;

•        materially amend, modify or consent to the termination of any material contract or amend, waive, modify or consent to the termination of Clever Leaves’ or any of its subsidiaries’ material rights thereunder;

•        other than as undertaken in the ordinary course, intentionally permit any material item of Clever Leaves’ intellectual property to lapse or to be abandoned or fail to perform or make any applicable filings, recordings or other similar actions or filings, or fail to pay all required fees and taxes required to maintain and protect its interest in each and every material item of Clever Leaves’ intellectual property; or

•        enter into any formal or informal agreement or otherwise make a binding commitment to do any of the foregoing.

Conduct of Business by SAMA Pending the Merger Effective Time

Between the date of the Business Combination Agreement and the earlier of the Merger Effective Time or the date, if any, on which the Business Combination Agreement is terminated, except as (a) expressly contemplated by any other provision of the Business Combinations Agreement or any Ancillary Agreement, (b) required by law or any governmental authority, or (c) set forth in the SAMA disclosure schedules, unless Clever Leaves shall otherwise consent in writing, SAMA shall not, directly or indirectly, take any action that would reasonably be likely to materially delay or prevent the Proposed Transactions.

Except as (a) expressly contemplated or permitted by any other provision of the Business Combination Agreement or any Ancillary Agreement, (b) as required by law or any governmental authority, or (c) set forth on the SAMA disclosure schedules, SAMA shall not, between the date of the Business Combination Agreement and the earlier of the Merger Effective Time or the date, if any, on which the Business Combination Agreement is terminated, directly or indirectly, do, any of the following without the prior written consent of Clever Leaves, which consent shall not be unreasonably withheld, conditioned or delayed:

•        amend or otherwise change its certificate of incorporation or by laws or equivalent organizational documents;

•        subject to 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 Proposed Transactions and as specifically provided for elsewhere in the Business Combination Agreement, issue, sell, pledge, dispose of, grant or encumber, or authorize, solicit, propose, or negotiate with respect to the issuance, sale, pledge, disposition, grant or encumbrance of, any shares of any class of capital stock of SAMA (or of Holdco or Merger Sub) or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest (including any phantom interest), of SAMA (or of Holdco or Merger Sub);

•        declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock (except pursuant to any redemption of SAMA common stock);

•        reclassify, combine, split or subdivide, directly or indirectly, any of its capital stock (except pursuant to any redemption of SAMA common stock);

•        acquire (including by merger, consolidation, or acquisition of equity or assets or any other business combination) any corporation, partnership, other business organization or any division thereof or any material amount of assets;

•        incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any person, or make any loans or advances, or intentionally grant any security interest in any of its assets, other than a promissory note or notes issued or issuable to the Sponsor with an aggregate principal amount of less than or equal to $500,000, which is to be repaid by issuing to the Sponsor a number of warrants in full satisfaction of the Sponsor loans prior to or concurrently with the closing;

•        take any action with respect to accounting policies or procedures, other than as required by GAAP;

•        make, change or revoke any material tax election, change any annual tax accounting period, adopt or change any method of tax accounting, amend any tax returns or file claims for tax refunds, enter into any closing agreement, waive or extend any statute of limitations period in respect of an amount of taxes, settle any tax claim, audit or assessment, or surrender any right to claim a tax refund, offset or other reduction in tax liability; or

•        enter into any formal or informal agreement or otherwise make a binding commitment to do any of the foregoing.

Board of Directors

At the Arrangement Effective Time, 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. See “— Ancillary Agreements — Investors’ Rights Agreement” for additional information regarding post-closing nomination rights with respect to the Holdco board of directors.

Conditions to Closing

General Conditions

The obligation of the parties to consummate the Proposed Transactions is conditioned on the satisfaction or waiver (where permissible) by SAMA and Clever Leaves of the following conditions:

(a)     Required approval of the resolutions to approve the Plan of Arrangement, the Arrangement, the Business Combination and certain related transactions will have been approved at the Clever Leaves special meeting of shareholders in accordance with the Canadian interim order and applicable law and a certified copy of such resolution will have been delivered to SAMA.

(b)    The proposals set forth in this proxy statement/prospectus will have been approved and adopted by the requisite affirmative vote of SAMA’s stockholders.

(c)     The Canadian interim order and the final order will have each been obtained on terms consistent with the Business Combination Agreement, and will have not been set aside or modified in a manner unacceptable to either Clever Leaves or SAMA, each acting reasonably, on appeal or otherwise.

(d)    No governmental authority of competent jurisdiction will have enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award which is then in effect and has the effect of making the Proposed Transactions illegal or otherwise prohibiting consummation of the Proposed Transactions.

(e)     All required filings under the applicable antitrust laws, if any, will have been completed and any applicable waiting period (and any extension thereof) applicable to the consummation of the Proposed Transactions under applicable antitrust laws will have expired or been terminated, if any, and any pre-closing approvals or clearances reasonably required thereunder will have been obtained.

(f)     The registration statement of which this proxy statement/prospectus forms a part will have become effective under the Securities Act of 1933, as amended, prior to the mailing of this proxy statement/prospectus by

SAMA to its stockholders and the Canadian information circular to Clever Leaves shareholders, and no stop order or proceedings seeking a stop order will have been initiated by the SEC and not withdrawn.

(g)    With respect to the Arrangement, dissent rights will not have been exercised (and not withdrawn) with respect to more than 10% of the issued and outstanding shares of Clever Leaves.

(h)    The Holdco common shares and Holdco warrants and the Holdco common shares that will become issuable upon the exercise of the Holdco warrants will have been approved for listing on Nasdaq, subject to official notice of issuance.

(i)     With respect to SAMA and Clever Leaves, the director and officer “tail” insurance and with respect to Holdco, the director and officer insurance, in each case will have been bound and effective on or prior to the closing.

SAMA Conditions to Closing

The obligations of SAMA to consummate the Proposed Transactions are subject to the satisfaction or waiver (where permissible) at or prior to the Closing by SAMA of the following additional conditions:

(a)     (i) The (A) representations and warranties of Clever Leaves relating to capitalization will be true and correct in all respects as of the Closing Date as though made at and as of the Closing Date except for de minimis errors therein (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier date) and (B) representations and warranties of Clever Leaves contained in the first sentence of Section 4.01(a) (Organization and Qualification; Subsidiaries), the last sentence of Section 4.02 (last sentence) (Governance Documents), Section 4.04 (Authority Relative to This Agreement), Section 4.08(c) (Absence of Certain Changes or Events), Section 4.26 (Brokers) and each representation and warranty in Article IV of the Business Combination Agreement that is qualified by “Clever Leaves Material Adverse Effect” or any similar limitation set forth herein will be true and correct in all respects as of the Closing Date as though made on the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier date). (ii) Each representation and warranty of Clever Leaves contained in the Business Combination Agreement (other than those relating to capitalization referred to in clause (i) of Section 9.02(a) of the Business Combination Agreement) will be true and correct (without giving effect to any limitation as to “material”, “in all material respects” any similar limitation set forth herein) in all respects as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier date), except where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, have a Clever Leaves Material Adverse Effect.

(b)    Clever Leaves will have performed or complied in all material respects with all agreements and covenants required by the Business Combination Agreement to be performed or complied with by it on or prior to the Merger Effective Time.

(c)     Clever Leaves will have delivered to SAMA a certificate, dated the date of the Closing, signed by an officer of Clever Leaves, certifying as to the satisfaction of certain conditions specified in the Business Combination Agreement.

(d)    Clever Leaves will have caused Ecomedics S.A.S., a sociedad por acciones simplificada organized under the laws of the Republic of Colombia (“Ecomedics”) to deliver to SAMA a certificate, dated the date of the Closing, signed by an officer of Ecomedics, certifying the accuracy of certain factual statements as to the history and historic business activities of Ecomedics.

(e)     Since the date of the Business Combination Agreement, no Clever Leaves Material Adverse Effect will have occurred.

(f)     Holdco will have delivered, or cause to be delivered, the Investors’ Rights Agreement duly by Holdco.

(g)    The Chief Executive Officer of Clever Leaves and Holdco will have executed an amended and restated employment agreement.

(h)    The Eagle Share Exchange will have been completed immediately prior to the Arrangement Effective Time.

Clever Leaves, Holdco and Merger Sub Conditions to Closing

The obligations of Clever Leaves, Holdco and Merger Sub to consummate the Proposed Transactions are subject to the satisfaction or waiver (where permissible) at or prior to the Closing by Clever Leaves of the following additional conditions:

(a)     (i) The (A) representations and warranties of SAMA contained in Section 5.03(a) (Capitalization) will be true and correct in all respects as of the Closing Date as though made at and as of the Closing Date except for de minimis errors therein (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier date) and (B) representations and warranties of SAMA contained in the first sentence of Section 5.01(a) (Corporate Organization), the last sentence of Section 5.02 (Certificate of Incorporation and By-laws), Section 5.04 (Authority Relative to this Agreement), Section 5.08(b) (Absence of Certain Changes or Events), Section 5.16 (Brokers), Section 5.18 (SPAC Trust Fund) and each representation and warranty in Article V of the Business Combination Agreement that is qualified by “SPAC Material Adverse Effect” or any similar limitation set forth herein will be true and correct in all respects as of the Closing as though made on the Closing (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier date). (ii) Each representation and warranty of SAMA contained in the Business Combination Agreement (other than those relating to capitalization referred to in clause (i) of Section 9.03(a) of the Business Combination Agreement) will be true and correct (without giving effect to any limitation as to “material”, “in all material respects” or any similar limitation set forth herein) in all respects as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier date), except where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, have a SPAC Material Adverse Effect (as defined in the Business Combination Agreement).

(b)    SAMA, Holdco and Merger Sub will have performed or complied in all material respects with all agreements and covenants required by the Business Combination Agreement to be performed or complied with by it on or prior to the Merger Effective Time.

(c)     SAMA will have delivered to Clever Leaves a certificate, dated the date of the Closing, signed by the President of SAMA, certifying as to the satisfaction of certain conditions specified in the Business Combination Agreement.

(d)    Since the date of the Business Combination Agreement, no SPAC Material Adverse Effect will have occurred.

(e)     On or prior to the Closing, SAMA will deliver to Clever Leaves a properly executed certification that the shares of SAMA common stock are not “United States real property interests” in accordance with the Treasury Regulations under Sections 897 and 1445 of the Code, together with a notice to the IRS (which will be filed by SAMA with the IRS following the Closing) in accordance with the provisions of Section 1.897-2(h)(2) of the treasury regulations.

(f)     After giving effect to any redemption of SAMA common stock and payments related thereto, SAMA will have at least an aggregate of $60,000,000 of cash held either in or outside the trust account, including the aggregate amount of any proceeds from any private placements consummated prior to, or as of, the Closing.

(g)    Other than the director nominated by SAMA prior to the Closing who the parties will have identified as a continuing director, all members of SAMA’s board of directors will have executed written resignations effective as of the Merger Effective Time.

Termination

The Business Combination Agreement may be terminated and the Proposed Transactions may be abandoned at any time prior to the Arrangement Effective Time, notwithstanding any requisite approval and adoption of the Business Combination Agreement and the Proposed Transactions by Clever Leaves or SAMA, as follows:

(a)     by mutual written consent of SAMA and Clever Leaves;

(b)    by either SAMA or Clever Leaves if the Arrangement Effective Time 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;

(c)     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 consummation of the Proposed Transactions;

(d)    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;

(e)     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;

(f)     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;

(g)     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 (“Terminating Clever Leaves Breach”); provided that SAMA has not waived such Terminating Clever Leaves Breach and SAMA is not then in material breach of any of its representations, warranties, covenants or agreements in the Business Combination Agreement; provided further that, if such Terminating Clever Leaves Breach is curable by Clever Leaves, SAMA may not terminate the Business Combination Agreement unless such breach remains uncured 30 days after written notice of such breach is provided by SAMA to Clever Leaves;

(h)    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 (“Terminating SAMA Breach”); provided that Clever Leaves has not waived such Terminating SAMA Breach and Clever Leaves is not then in material breach of any of its representations, warranties, covenants or agreements in the Business Combination Agreement; provided, however, that, if such Terminating SAMA Breach is curable by SAMA, Clever Leaves may not terminate the Business Combination Agreement unless such breach remains uncured 30 days after written notice of such breach is provided by Clever Leaves to SAMA; or

(i)     by SAMA, if there will have occurred a Clever Leaves Material Adverse Effect.

In the event that the Business Combination Agreement is validly terminated, all transaction expenses incurred in connection with the Business Combination Agreement, the Ancillary Agreements including the Shareholder Support Agreements, the Transaction Support Agreement, the Investors’ Rights Agreement, the Warrant Amendment and the Proposed Transactions will be paid by the party incurring such transaction expenses, except for certain transaction expenses related to SEC registration fees and costs incurred in the preparation, printing, mailing of this proxy statement/prospectus and the Canadian information circular, which will be borne equally between SAMA and Clever Leaves. If the Proposed Transactions are consummated, Holdco will bear the reasonable and documented transaction expenses of all of the parties.

Amendment; Waiver and Extension of the Business Combination Agreement

Subject to applicable law and the Canadian interim order, the Business Combination Agreement may, at any time and from time before or after the meeting of the Clever Leaves shareholders, but not later than the Arrangement Effective Time, be amended by mutual written agreement of each of the parties thereto, without further notice to or authorization on the part of the Clever Leaves shareholders.

At any time prior to the Merger Effective Time, (a) SAMA may (i) extend the time for the performance of any obligation or other act of Clever Leaves, Holdco or Merger Sub, (ii) waive any inaccuracy in the representations and warranties of Clever Leaves, Holdco or Merger Sub contained in the Business Combination Agreement or in any document delivered by Clever Leaves, Holdco or Merger Sub pursuant to the Business Combination Agreement and (iii) waive compliance with any agreement of Clever Leaves, Holdco or Merger Sub or any condition to its own obligations contained in the Business Combination Agreement, and (b) Clever Leaves may (i) extend the time for the performance of any obligation or other act of SAMA, Holdco or Merger Sub, (ii) waive any inaccuracy in the representations and warranties of SAMA, Holdco or Merger Sub contained in the Business Combination Agreement or in any document delivered by SAMA, Holdco or Merger Sub pursuant to the Business Combination Agreement and (iii) waive compliance with any agreement of SAMA, Holdco or Merger Sub or any condition to its own obligations contained in the Business Combination Agreement. Any such extension or waiver shall be valid if set forth in an instrument in writing signed by the party or parties to be bound thereby.

Governing Law; Consent to Jurisdiction

The Business Combination Agreement is governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed in that State, except to the extent mandatorily governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, including the provisions relating to the Arrangement and the Plan of Arrangement. All legal actions and proceedings arising out of or relating to the Business Combination Agreement shall be heard and determined exclusively in any Delaware Chancery Court, or if such court does not have jurisdiction, any federal court located in the State of Delaware or any other Delaware state court. The parties to the Business Combination Agreement (i) irrevocably submitted to the exclusive jurisdiction of the aforesaid courts for themselves and with respect to their respective properties for the purpose of any action arising out of or relating to the Business Combination Agreement brought by any party thereto and (ii) agreed not to commence any action relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described in the Business Combination Agreement.

Transaction Expenses

In the event that the Business Combination Agreement is validly terminated, all transaction expenses incurred in connection with the Business Combination Agreement, the Ancillary Agreements (as described below) and the Proposed Transactions will be paid by the party incurring such transaction expenses, except for certain transaction expenses related to SEC registration fees and costs incurred in the preparation, printing, mailing of this proxy statement/prospectus and the Canadian information circular, which will be borne equally between SAMA and Clever Leaves. If the Proposed Transactions are consummated, Holdco will bear the reasonable and documented transaction expenses of all of the parties.

Ancillary Agreements

This section describes certain provisions of certain additional agreements entered into or to be entered into pursuant to, or in connection with, the transactions contemplated by the Business Combination Agreement, which agreements we refer to collectively as the “Ancillary Agreements,” but does not purport to describe all of the terms thereof. The Ancillary Agreements include the Shareholder Support Agreements, the Transaction Support Agreement, the Investors’ Rights Agreement, and the Warrant Amendment. 

The descriptions below are qualified by reference to the actual text of these agreements, copies of which are included as exhibits to the registration statement of which this proxy statement/prospectus forms a part. Stockholders are encouraged to read the Ancillary Agreements in their entirety.

Shareholder Support Agreements

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, the resolutions of Clever Leaves to approve the Plan of Arrangement and Arrangement and the Proposed Transactions. Additionally, the Holdco common shares received by the Key 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 is greater than $12.50 for any 20 out of any 30 consecutive trading days.

The obligations relating to voting shares in support of the Business Combination Agreement and the Plan of Arrangement under the Shareholder Support Agreements will terminate at the earlier of the Closing or termination of the Business Combination Agreement, except if an acquisition proposal is publicly announced or becomes publicly known prior to or on the date of termination of the Business Combination Agreement, then the Shareholder Support Agreements and the obligations of the Key Clever Leaves Shareholder relating to voting shares in support of the Business Combination Agreement and the Plan of Arrangement terminate 90 days following termination of the Business Combination Agreement.

Transaction Support Agreement

Concurrently with the execution of the Business Combination Agreement, the Sponsor, Clever Leaves, Holdco and SAMA entered into the Transaction Support Agreement, pursuant to which, among other things:

(a)     the Sponsor and SAMA agreed to take all actions necessary to amend the Stock Escrow Agreement, pursuant to which the shares of SAMA common stock issued prior to the initial public offering are held in escrow, and the Sponsor and SAMA agreed to use reasonable best efforts to cause Continental and the other parties to the Stock Escrow Agreement to establish, pursuant to the Escrow Agreement Amendment, the escrow terms of certain Holdco common shares to be held by Sponsor and the independent SAMA directors following consummation of the Business Combination;

(b)    certain persons at the direction of the Holdco board of directors (or any committee or officer designated thereby) (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: (i) 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 $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 (ii) 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;

(c)     Holdco common shares received by the Sponsor in connection with the Business Combination will be subject to certain lock-up and forfeiture 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 is greater than $12.50 for any 20 out of any 30 consecutive trading days; and

(d)    Holdco common shares held by the Sponsor and the independent directors of SAMA will be released from escrow to the Sponsor and the independent SAMA directors as follows: (i) 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; (ii) 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 (iii) 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.

Investors’ Rights Agreement

In connection with the Proposed Transactions, at the Closing, Holdco and certain SAMA stockholders will enter into the Investors’ Rights Agreement, pursuant to which, among other things:

•        so long as the Minimum Holding Condition is satisfied, the holders of a majority of the Holdco common shares party to the Investors’ Rights Agreement (the “SPAC Majority Holders”) will have the right to nominate one director to the Holdco board of directors (and such nominee will also serve on the compensation committee of the Holdco board of directors until the earliest of: (A) the Minimum Holding Condition ceasing to be satisfied, (B) such nominee’s death, disability, disqualification, resignation or removal and (C) Clever Leaves’ first annual election of directors);

•        if (A) at the time of the Closing, the size of the Holdco board of directors is composed of five or fewer directors, (B) Holdco proposes for the number of directors comprising the Holdco board of directors to be greater than five directors and (C) at the time Holdco makes such proposal, the Minimum Holding Condition is satisfied, then prior to the nomination (or, if there is no nomination, the appointment) of a sixth individual to the Holdco board of directors, the SPAC Majority Holders will have the right to consent (such consent not to be unreasonably withheld, conditioned or delayed) to the nomination (or, if there is no nomination, the appointment) of such additional director. The right to consent to such additional director will expire upon an additional director becoming a member of the Holdco board of directors in accordance with the requirements of the Investors’ Rights Agreement; and

•        certain SAMA stockholders will be entitled to customary registration rights for their respective Holdco common shares.

For purposes of the Investors’ Rights Agreement, the “Minimum Holding Condition” is considered satisfied for so long as the SPAC Majority Holders hold: (i) 50% of the total number of Holdco common shares held by such holders on the date of the Investors’ Rights Agreement and (ii) 2% of the then-issued and outstanding Holdco common shares, as determined on a fully diluted basis, including any earn-out shares for so long as the earn-out remains capable of being satisfied; provided that if the holdings of Sponsor and the other SAMA shareholders that are party to the Investors’ Rights Agreement do not satisfy the foregoing clause (ii) at the Closing, the Minimum Holding Condition shall nevertheless be deemed satisfied until such time that such shareholders sell any Holdco common shares at which time the Minimum Holding Condition shall immediately cease to be satisfied.

Warrant Amendment

In connection with the Proposed Transactions, at the Closing, SAMA, Holdco and Continental, as warrant agent, will enter into the Warrant Amendment, pursuant to which, as of the Merger Effective Time, (a) each SAMA warrant that is outstanding immediately prior to the Merger Effective Time will no longer represent a right to acquire one share of SAMA common stock and will instead represent the right to acquire one Holdco common share under the same terms as set forth in the Warrant Agreement and (b) SAMA will assign to Holdco all of SAMA’s right, title and interest in and to such existing Warrant Agreement and Holdco will assume, and agree to pay, perform, satisfy and discharge in full, all of SAMA’s liabilities and obligations under such existing Warrant Agreement arising from and after the Merger Effective Time.

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

The following diagram illustrates the transaction structure of the Business Combination and the organizational structure of the parties thereto.

____________

*        For a full list of subsidiaries of Clever Leaves and its ownership of each of these entities, please see the organizational structure chart in the section titled “Business of Clever Leaves.”

1.      Arrangement:    By means of the Plan of Arrangement under the BCBCA, the existing Clever Leaves Shareholders exchange their respective shares of Clever Leaves for Holdco common shares of Holdco, and Clever Leaves becomes a direct wholly owned subsidiary of Holdco.

2.      Merger:    Merger Sub merges with and into SAMA, with SAMA surviving the Merger as a direct wholly owned subsidiary of Holdco. The existing SAMA stockholders receive Holdco common shares on a one-for-one basis.

3.      SAMA Contribution.    Immediately following the consummation of the Merger, Holdco contributes to Clever Leaves 100% of the issued and outstanding shares of SAMA common stock and SAMA becomes a direct wholly owned subsidiary of Clever Leaves.

4.      U.S. Subsidiary Contribution.    Immediately following the contribution of SAMA to Clever Leaves, Clever Leaves contributes to SAMA 100% of the issued and outstanding shares of NS US Holdings, Inc., and NS US Holdings, Inc. becomes a direct wholly owned subsidiary of SAMA.

Background of the Business Combination

The terms of the Business Combination Agreement are the result of arm’s-length negotiations between representatives of SAMA and Clever Leaves. The following is a brief discussion of the background of these negotiations, the Business Combination Agreement and related transactions.

SAMA was incorporated in Delaware in June 2018 for the purpose of effecting an initial business combination. While SAMA may pursue an acquisition opportunity in any business, industry, sector or geographical location, it initially focused on target businesses that had experienced and emerged from a financial restructuring.

On December 13, 2018, SAMA consummated its initial public offering of 13,000,000 units, each unit consisting of one share of SAMA common stock and one warrant to purchase one share of SAMA common stock at an exercise price of $11.50 per share, subject to adjustment, generating gross proceeds of $130.0 million (before underwriting discounts and commissions and offering expenses). Simultaneously with the closing of the initial public offering, SAMA completed the private placement of 4,150,000 private placement warrants, issued to the Sponsor, generating total proceeds of $4.15 million. A total of $130.0 million from the net proceeds from the initial public offering and the private placement was placed in the trust account.

Except for a portion of the interest earned on the funds held in the trust account that may be released to SAMA to pay any income and franchise taxes (and up to $150,000 for any dissolution or liquidation related expenses), none of the funds held in the trust account will be released until the earliest of (i) the completion of SAMA’s initial business combination, (ii) the redemption of 100% of the public shares if SAMA is unable to consummate a business combination by September 30, 2020, or such later date as may be approved by SAMA’s stockholders, and (iii) the redemption of public shares in connection with the approval of any amendment to the provisions of SAMA’s amended and restated certificate of incorporation relating to pre-initial business combination activity and related stockholders’ rights, including the substance or timing of SAMA’s obligation to redeem 100% of the public shares if SAMA does not complete its initial business combination within the required time period.

After SAMA’s initial public offering, SAMA’s officers and directors commenced an active search for prospective businesses or assets to acquire in SAMA’s initial business combination. Representatives of SAMA contacted numerous individuals and entities who offered to present ideas for acquisition opportunities, including financial advisors and other persons and entities with which SAMA’s officers and directors had pre-existing relationships. SAMA’s officers and directors also brought to its attention target business candidates.

During this search process, SAMA conducted some level of due diligence on more than 50 potential target businesses and entered into substantive discussions or negotiations with representatives of several of such targets. SAMA ultimately determined to abandon each of its other potential acquisition opportunities either because (i) the target pursued an alternative transaction or strategy, or (ii) SAMA concluded that the target business would not be a suitable acquisition for SAMA.

On April 14, 2020, Gary Julien, SAMA’s Executive Vice President, was approached by a Managing Director in the Capital Markets Group at Cowen & Co. (“Cowen”) regarding Clever Leaves as it was seeking a special purpose acquisition company, or SPAC, merger partner to pursue a capital raise and public listing. 

On April 22, 2020, SAMA and Clever Leaves executed a Non-Disclosure Agreement to facilitate the review by SAMA of Clever Leaves’ non-public information.

From April 14 through May 4, 2020, SAMA had several discussions with Clever Leaves’ management and Cowen to obtain additional background information on Clever Leaves and to conduct preliminary due diligence.

On May 4, 2020, based on the information made available to SAMA and additional due diligence performed, SAMA presented to Clever Leaves a non-binding Letter of Intent (“LOI”) proposing to combine with Clever Leaves for a fully-distributed enterprise value of approximately $255.0 million.

From May 4 through May 14, 2020, SAMA and Clever Leaves, as well as representatives of Cowen, had several discussions and negotiations related to additional due diligence and the proposed Business Combination, including the terms of the LOI. On May 14, 2020, SAMA and Clever Leaves executed the LOI, which also provided a period of exclusivity to SAMA in order for SAMA to continue to conduct its due diligence. In addition to the legal due diligence being performed by its corporate counsel, Greenberg Traurig, LLP (“Greenberg”), SAMA engaged the services of Stikeman Elliott and Posse Herrera Ruiz as legal advisors in connection with the Business Combination.

On May 27, 2020, SAMA engaged Canaccord Genuity LLC to provide financial advisory services, which may include acting as a placement agent in connection with a PIPE, if any, in connection with the Business Combination.

On May 31, 2020, SAMA’s management updated SAMA’s board of directors with regard to SAMA’s progress on due diligence in connection with the Business Combination and SAMA’s management’s intent to execute an amended non-binding LOI to pursue the Business Combination, with both Clever Leaves and SAMA agreeing to a mutual period of exclusivity. On June 1, 2020, SAMA and Clever Leaves executed the amended LOI, following which SAMA terminated any and all active discussions with alternative potential business combination targets. Also on June 1, 2020, SAMA and Clever Leaves issued a joint press release, and SAMA filed with the SEC a Current Report on Form 8-K, disclosing the execution of the amended LOI and the potential Business Combination with Clever Leaves.

On June 3, 2020, through its counsel, Greenberg, SAMA delivered an initial draft Business Combination Agreement to Clever Leaves’ counsel, Freshfields Bruckhaus Deringer US LLP (“Freshfields”).

On June 6, 2020, Mr. Julien and Clever Leaves’ CEO, Kyle Detwiler, met to further discuss the potential Business Combination.

On June 9, 2020, SAMA held a special meeting in lieu of the 2020 annual meeting of stockholders, at which meeting SAMA’s stockholders approved, among other matters, an amendment to SAMA’s amended and restated certificate of incorporation to extend the date by which SAMA has to consummate a business combination from June 13, 2020 to September 30, 2020. In connection with the vote to approve the extension, 34,868 shares of SAMA common stock were redeemed.

On June 30, 2020, SAMA and Clever Leaves entered into a letter agreement to extend the exclusivity period under the amended LOI to July 15, 2020.

Between June 3, 2020 and July 25, 2020, Greenberg and Freshfields exchanged updated drafts of the Business Combination Agreement and related documents and agreements and engaged in negotiations of such documents and agreements. During this period, representatives of SAMA and Clever Leaves held multiple calls to discuss and negotiate the terms of the Business Combination Agreement and related documents and agreements while SAMA continued its due diligence investigation, including with third party consultants and advisors.

On July 9, 2020, Clever Leaves announced that it was granted European Union Good Manufacturing Practices (“EU GMP”) certification by the Croatian Agency for Medicinal Products and Medical Devices (“HALMED”) for its pharmaceutical post-harvest facility and laboratory located outside Bogota, Colombia, to produce API, semi-finished and finished cannabis products for medical purposes.

On July 15, 2020, SAMA and Clever Leaves entered into a letter agreement to extend the exclusivity period under the amended LOI to July 24, 2020.

On July 23, 2020, SAMA’s board of directors met via teleconference, with all board members present. Also present were representatives of Greenberg, Canaccord Genuity and EarlyBirdCapital. After considerable review and discussion, the Business Combination Agreement and related documents and agreements were unanimously approved by SAMA’s board of directors, subject to final negotiations and modifications, and SAMA’s board of directors determined to recommend the approval of the Business Combination Agreement. SAMA’s board of directors also concluded that the fair market value of Clever Leaves was equal to at least 80% of the funds held in the trust account.

On July 24, 2020, Clever Leaves’ board of directors held a special board meeting via teleconference, which was attended by representatives from each of Freshfields and Dentons Canada LLP, Clever Leaves’ Canadian counsel, to discuss the Business Combination Agreement and the related documents and agreements and the transactions related thereto. Following the discussions, Clever Leaves’ board of directors unanimously approved the Business Combination, the Business Combination Agreement and related documents and agreements.

The Business Combination Agreement and related documents and agreements were executed on July 25, 2020. Prior to the market open on July 27, 2020, SAMA and Clever Leaves issued a joint press release announcing the execution of the Business Combination Agreement, and SAMA filed with the SEC a Current Report on Form 8-K announcing the execution of the Business Combination Agreement. During the morning of July 27, 2020, representatives of SAMA and Clever Leaves made a pre-recorded joint webcast presentation to announce the Business Combination.

Since June 24, 2020, SAMA and Clever Leaves, along with their respective counsel, have worked jointly on the preparation of this proxy statement/prospectus.

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

As described under “Background of the Business Combination” above, SAMA’s board of directors, in evaluating the Business Combination, consulted with SAMA’s management and legal and other advisors in reaching its decision to approve and adopt the Business Combination Agreement and the transactions contemplated by the Business Combination Agreement. In making this decision, SAMA’s board of directors considered a variety of factors weighing positively and negatively with respect to the Business Combination. In light of the number and wide variety of factors considered in connection with its evaluation of the Business Combination, SAMA’s board of directors did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its determination. SAMA’s board of directors viewed its position as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of the reasons for SAMA’s board of directors’ approval of the Business Combination, and all other information presented in this section, is forward-looking in nature and, therefore, should be read in light of the factors discussed under the section titled “Forward-Looking Statements.”

The factors considered by SAMA’s board of directors include, but are not limited to, the following:

•        Leader in Low-Cost, Medicinal-Focused Cannabis Cultivation and Extraction.    Clever Leaves has one of the largest cultivation and extraction operations in Latin America and is among the largest operations in the world including Canada’s cannabis licensed producers and extractors. As a result of its primary operations being located in Colombia, Clever Leaves’ operating costs, as measured by a cost per gram of dry cannabis flower, are a fraction of its Canadian peers. SAMA’s management and board of directors believe that Clever Leaves’ ability to deliver to market a significant amount of capacity at a fraction of the cost of its competition has the potential to drive market share over time in a significant and growing addressable market around the world;

•        Thoughtfully Constructed Multi-National Operator (MNO).    With approximately $125 million of capital raised to date, Clever Leaves has built out significant infrastructure to position itself to achieve global reach between its Colombian cultivation and extraction operations, its Portuguese cultivation facilities and its global distribution infrastructure (primarily in Germany and the United States);

•        Pharmaceutical-Grade EU GMP-Certified Production Authorized for Export.    Clever Leaves was recently granted a European Union Good Manufacturing Practices (EU GMP) certification for its pharmaceutical post-harvest facility and laboratory located outside Bogota, Colombia, to produce API, semi-finished and finished cannabis products for medical purposes. EU GMP certification is required in many instances for commercializing medical cannabis products in the European Union, including Germany, and is expected to broaden Clever Leaves’ ability to serve international markets;

•        Talented and Experienced Leadership with Operational and Regulatory Expertise.    Led by Kyle Detwiler and Andrés Fajardo, SAMA’s board of directors believes that Clever Leaves has a solid core management team positioned to create and enhance shareholder value going forward;

•        Attractive Financial Profile with Strong Revenue and EBITDA Growth Potential.    In light of Clever Leaves having invested a significant amount of capital and having received regulatory approvals, SAMA’s management and board of directors believe that Clever Leaves is well-positioned for significant revenue and EBITDA growth and is anticipated to generate positive free cash flow by the fourth quarter of 2021 (see “Certain Clever Leaves Projected Financial Information”);

•        Significant Opportunity for Strategic Acquisitions.    With the significant capital resources available through SAMA’s existing cash balances, SAMA’s management and board of directors believe that Clever Leaves’ sales and distribution capabilities can be meaningfully enhanced through additional investments, including through disciplined potential strategic acquisitions;

•        Attractive Market Valuation of Comparable Companies.    Given the relatively early stage of Clever Leaves’ medicinal cannabis commercialization efforts, SAMA’s management and board of directors believe that valuation is best approached by analyzing Clever Leaves’ business over the medium term. Based on the combined company’s anticipated growth, profitability and free cash flow generation, including the benefit of its anticipated listing of Holdco’s securities on Nasdaq, SAMA’s board of directors believes that the Business Combination is attractively valued at an enterprise value of 3.6x and 23.6x projected 2021 revenue and EBITDA, respectively, and 1.8x and 5.4x projected 2022 revenue and EBITDA, respectively. This would represent a meaningful discount to the Comparable Companies (as defined below), which have median enterprise values of 3.6x and 35.5x projected 2021 revenue and EBITDA, respectively, and 3.3x and 15.8x projected 2022 revenue and EBITDA, respectively, in each case as of July 22, 2020. SAMA’s management and board of directors viewed the Comparable Companies as more meaningful comparisons than certain companies that may have similar lines of business which are solely listed on the Toronto Stock Exchange; those companies exhibit median enterprise values of 1.0x projected 2021 revenue, and 0.5x and 11.1x projected 2022 revenue and EBITDA, respectively, in each case as of July 22, 2020; and

•        Terms of the Business Combination.    The financial and other terms and conditions of the Business Combination Agreement, as reviewed by SAMA’s board of directors, and managements’ and the board of directors’ belief that such terms and conditions are reasonable and were the product of arm’s-length negotiations between SAMA and Clever Leaves. As a result of the relatively low capital needs anticipated by Clever Leaves following the Business Combination, the Business Combination Agreement has a minimum cash condition requiring SAMA to have, in the aggregate, cash that is equal to or greater than $60.0 million held either in or outside of the trust account. This amount, which reflects approximately 45.3% of SAMA’s capital resources as of March 31, 2020, would permit the Business Combination to be consummated even if a significant amount of SAMA’s public stockholders exercise their redemption rights. Under such a scenario, the board anticipates that Clever Leaves would still have sufficient funds to execute its current business plan.

SAMA’s board of directors also considered the following factors:

•        Regulatory and Political Risk.    While Clever Leaves has been able to successfully enter into and navigate through markets with strict regulatory requirements, such requirements may be subject to change. Further, with Clever Leaves’ primary cultivation and extraction operations in Colombia, the legalization of cannabis is a fairly new government mandate and could be subject to change under a new political regime. While SAMA has performed significant amount of due diligence to try to mitigate these risks, such risks can be difficult to predict and there can be no assurance that SAMA’s diligence surfaced all material issues;

•        Execution Risk.    While SAMA has relied on information derived from Clever Leaves, the strength and backgrounds of Clever Leaves’ management team, due diligence and industry research, Clever Leaves’ commercialization efforts remain early stage and there can be no assurances that Clever Leaves will achieve its projections and overall business plan;

•        Management Transition.    Clever Leaves’ Chief Financial Officer and General Counsel resigned to pursue other professional opportunities during the course of SAMA’s dialogue with Clever Leaves. Additionally, Clever Leaves is in the process of seeking to fill a new global head of sales position. While Clever Leaves is actively seeking potential candidates to fill these roles expeditiously, there can be no assurances that such positions will be occupied prior to the Closing;

•        Competitive Risk:    While SAMA anticipates Clever Leaves will have access to significant capital from SAMA’s existing cash balances, Clever Leaves’ markets are subject to significant competition including from companies with longer operating histories and/or greater financial resources than those of Clever Leaves;

•        Uncertain Capital Resources, Risk of Stockholder Vote against Business Combination Proposal or Stockholders’ Exercise of Redemption Rights.    Some of SAMA’s stockholders may vote against the Business Combination Proposal or decide to exercise their redemption rights, and although the Business Combination may still close, such redemptions may reduce the amount of funds available to the combined company following the Closing creating an uncertain capital position; and

•        Interests of Sponsor and SAMA Directors and Executive Officers.    SAMA’s board of directors considered the fact that the Sponsor and SAMA’s directors and executive officers have interests in the Business Combination that may be different from, or in addition to, the interests of SAMA’s stockholders generally (see the section titled “Interests of SAMA Directors and Officers in the Business Combination”).

In connection with analyzing the Business Combination, SAMA’s management, using its experience and judgment, selected Canopy Growth Corporation, Cronos Group Inc., Aphria Inc., Aurora Cannabis Inc., Tilray, Inc., Hexo Corp., Organigram Holdings Inc., The Green Organic Dutchman Holdings Ltd., Sundial Growers Inc., Khiron Life Sciences Corp. and PharmaCielo Ltd. as comparable companies (collectively, the “Comparable Companies”). SAMA’s management selected these companies because they are U.S.-listed, Canadian-listed or dual-listed publicly traded companies with certain operations, results, market access, pharmaceutical capabilities, business mixes or size and scale that, for the purposes of analysis, may be considered similar to certain operations, results, market access, pharmaceutical capabilities, business mixes or size and scale of Clever Leaves. None of the Comparable Companies is identical to or directly comparable with Clever Leaves.

In connection with its analysis of the Business Combination, SAMA’s management reviewed and compared, using publicly available information, certain current, projected and historical financial information for Clever Leaves corresponding to current and historical financial information, ratios and public market multiples for the Comparable Companies, as described above.

SAMA’s board of directors also considered the Business Combination in light of the investment criteria set forth in SAMA’s final prospectus for its initial public offering including without limitation that, based upon SAMA’s analyses and due diligence, Clever Leaves has the potential to evolve into an industry market leader, generate solid free cash flow with a long-term, and sustainable competitive advantage. SAMA’s board of directors believed these factors to have a strong potential to create meaningful shareholder value following the consummation of the Business Combination.

The above discussion of the material factors considered by SAMA’s board of directors is not intended to be exhaustive but does set forth the principal factors considered by SAMA’s board of directors.

Certain Clever Leaves Projected Financial Information

Clever Leaves provided SAMA with its internally prepared forecasts for each of the years in the three-year period ending December 31, 2022. Clever Leaves does not, as a matter of general practice, publicly disclose long-term forecasts or internal projections of its future performance, revenue, financial condition or other results. However, in connection with the Business Combination, the management of Clever Leaves prepared the financial projections set forth below to present key elements of the forecasts provided to SAMA. Clever Leaves’ forecasts were prepared solely for internal use and not with a view toward public disclosure, the published guidelines of the SEC regarding projections or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information.

The inclusion of financial projections in this proxy statement/prospectus should not be regarded as an indication that Clever Leaves, its board of directors, or their respective affiliates, advisors or other representatives considered, or now considers, such financial projections necessarily to be predictive of actual future results or to support or fail to support your decision whether to vote for or against the Business Combination Proposal. The financial projections are not fact and should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement/prospectus, including investors or stockholders, are cautioned not to place undue reliance on this information. You are cautioned not to rely on the projections in making a decision regarding the Business Combination, as the projections may be materially different than actual results. The combined company will not refer back to the financial projections in its future periodic reports filed under the Exchange Act.

The financial projections reflect numerous estimates and assumptions with respect to general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to Clever Leaves’ business, all of which are difficult to predict and many of which are beyond Clever Leaves’ and SAMA’s control. The financial projections are forward looking statements that are inherently subject significant uncertainties and contingencies, many of which are beyond Clever Leaves’ control. The various risks and uncertainties include those set forth in the “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Clever Leaves” and “Forward-Looking Statements” sections of this proxy statement/prospectus, respectively. As a result, there can be no assurance that the projected results will be realized or that actual results will not be significantly higher or lower than projected. Since the financial projections cover multiple years, such information by its nature becomes less reliable with each successive year. These financial projections are subjective in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments.

Furthermore, the financial projections do not take into account any circumstances or events occurring after the date they were prepared. None of Clever Leaves’ independent registered accounting firm, SAMA’s independent registered accounting firm or any other independent accountants, have compiled, examined or performed any procedures with respect to the financial projections included below, nor have they expressed any opinion or any other form of assurance on such information or their achievability, and they assume no responsibility for, and disclaim any association with, the financial projections. Nonetheless, a summary of the financial projections is provided in this proxy statement/prospectus because they were made available to SAMA and its board of directors in connection with their review of the Business Combination.

EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE FEDERAL SECURITIES LAWS, BY INCLUDING IN THIS PROXY STATEMENT/PROSPECTUS A SUMMARY OF THE FINANCIAL PROJECTIONS FOR CLEVER LEAVES, NEITHER HOLDCO NOR SAMA UNDERTAKE ANY OBLIGATION, AND EACH EXPRESSLY DISCLAIMS, ANY RESPONSIBILITY TO UPDATE OR REVISE, OR PUBLICLY DISCLOSE ANY UPDATE OR REVISION TO, THESE FINANCIAL PROJECTIONS TO REFLECT CIRCUMSTANCES OR EVENTS, INCLUDING UNANTICIPATED EVENTS, THAT MAY HAVE OCCURRED OR THAT MAY OCCUR AFTER THE PREPARATION OF THESE FINANCIAL PROJECTIONS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING THE FINANCIAL PROJECTIONS ARE SHOWN TO BE IN ERROR OR CHANGE.

The projections were prepared by, and are the responsibility of, Clever Leaves’ management. BDO Canada LLP, Clever Leaves’ independent auditor, has not examined, compiled or otherwise applied procedures with respect to the accompanying prospective financial information presented herein and, accordingly, expresses no opinion or any other form of assurance on it. The BDO Canada LLP report included in this proxy statement/prospectus relates to historical financial information of Clever Leaves. It does not extend to the projections and should not be read as if it does.

The key elements of the projections provided by management of Clever Leaves to SAMA are summarized in the following table:

EBITDA is a non-GAAP financial measure, which Clever Leaves defines as Net income (loss), before interest, taxes, depreciation and amortization. This non-GAAP financial measure is key metric used by management and the Clever Leaves board of directors to monitor the company’s ongoing core operations because its results can be significantly impacted by events that are unrelated to its core operations as a result of changes to its business and the regulatory environment. We believe that this non-GAAP financial measure assists investors in period-to-period comparisons by excluding differences caused by variations in capital structures (affecting interest expense), tax positions and the impact of depreciation and amortization expense. Non-GAAP financial measures do not have any standardized meaning and are therefore unlikely to be comparable to similar measures presented by other companies. The most directly comparable GAAP measure to EBITDA is Net income (loss). Management has not provided a reconciliation of the projected EBITDA estimates to Net Income (loss) because it is not possible to estimate, without unreasonable efforts, the impact of interest, taxes and depreciation on net income (loss), which can be material.

This information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Clever Leaves,” as well as the audited financial statements of Clever Leaves elsewhere in this proxy statement/prospectus.

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. These interests include, among other things:

•        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.

Amended and Restated Holdco Organizational Documents

The rights of SAMA stockholders and the relative powers of SAMA’s board of directors are governed by Delaware law and SAMA’s amended and restated certificate of incorporation and bylaws. 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. Because Holdco is and will be, at the Merger Effective Time, a corporation organized under the laws of British Columbia, Canada, the rights of the Holdco shareholders will be governed by applicable law of British Columbia, Canada, including the Business Corporations Act, and by the amended and restated articles of Holdco.

The rights of shareholders under the laws of British Columbia, Canada and stockholders under Delaware law differ in several significant respects. For a detailed discussion of these differences, see the section titled “Comparison of the Rights of Holders of SAMA Common Stock and Holdco Common Shares” in this proxy statement/prospectus.

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 majority of the voting power under both the no redemption and maximum redemption scenarios; (ii) Clever Leaves 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.

Required Vote and Recommendation of the Board

The Business Combination Proposal will be approved and adopted if 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 vote “FOR” the Business Combination Proposal. Adoption of the Business Combination Proposal is conditioned upon the adoption of the Earnout Award Plan Proposal set forth in this proxy statement/prospectus.

SAMA’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE BUSINESS COMBINATION PROPOSAL.

Description of the Business Combination

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 in the aggregate (the “Cash Arrangement Consideration”).

The aggregate Arrangement consideration (the “Arrangement Consideration”) will be an amount 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 an amount equal to the Cash Arrangement Consideration will be paid to Clever Leaves shareholders in Holdco common shares, 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 purchase price paid at Closing will be based on an estimate of the amount of the foregoing adjustments and will be subject to a customary post-Closing true-up. The unaudited pro forma condensed combined financial information has been adjusted to reflect the initial estimates for the foregoing adjustments.

The following represents the aggregate consideration under the no redemption and maximum redemption scenarios:

____________

(a)      The value of common stock issued to Clever Leaves included in the consideration is reflected at $10 per share as defined in the Business Combination Agreement.

(b)      Estimated net debt at Closing calculated as the sum of the Clever Leaves Convertible Notes plus loans and borrowings less the cash and cash equivalents. If the net debt increases or decreases by $1 million, the common stock issued to Clever Leaves would change to $178,833 and $180,033, respectively. The change in debt would change the common stock to be issued to Clever Leaves.

The following summarizes the pro forma Holdco common shares outstanding under the no redemption and maximum redemption scenarios:

____________

(A)     Excludes 1,800 earnout shares, of which the Seller will receive 0.9 million shares in the event if, within two years of closing of the Business Combination, the combined company trades at $12.50 per share or higher for any 20 trading days within a 30 day consecutive trading period, and an additional 0.9 million shares will vest to the Seller, if the combined entity trades at $15.00 per share or higher for any 20 trading days within a 30 day consecutive trading period within four years of closing. The Company expects a compensatory component to the award; the terms have not been finalized. As the terms of this compensatory arrangement are not factually supportable as yet, no pro forma adjustment has been reflected for these earnout shares to show compensation cost.

(B)     Represents 1,625 earnout shares to be placed into escrow with one half of the shares in escrow to be released upon the combined company trading at $12.50 per share or higher for any 20 trading days within a 30 day consecutive trading period within two years and the other half released if, within 4 years of the business combination closing, the combined company trades at $15.00 per share or higher for any 20 trading days within a 30 day consecutive trading period.

(C)     Represents 780 common stock underlying the Clever Leaves vested options and warrants that were rolled over into Holdco.

The following unaudited pro forma condensed combined balance sheet as of March 31, 2020, the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2019, and the unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2020 are based on the historical financial statements of SAMA and Clever Leaves. The unaudited pro forma adjustments are based on information currently available, assumptions, and estimates underlying the unaudited pro forma adjustments and are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial information.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF MARCH 31, 2020
(in thousands)