November 9, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Office of Life Sciences

Dear Ms. Schwartz, Ms. Murphy, Mr. Newberry and Mr. Kuhar:

On behalf of our client, Clever Leaves Holdings Inc. (the Company or Holdco), we hereby file with the Securities and Exchange Commission (the Commission) Pre-Effective Amendment No. 2 to the Company’s Registration Statement on Form S-4 (the Amended Registration Statement) relating to up to (i) 29,692,768 common shares without par value (common shares), (ii) 2,102,065 non-voting common shares without par value (non-voting common shares), (iii) 2,102,065 common shares issuable upon the conversion of the non-voting common shares, (iv) 1,000,000 common shares issuable upon the exercise of options, (v) 18,150,000 warrants to acquire common shares, and (vi) 18,150,000 common shares issuable upon the exercise of the warrants of Holdco to be issued in connection with the proposed business combination (the Business Combination) contemplated by the Amended and Restated Business Combination Agreement, dated as of November 9, 2020 (the Business Combination Agreement), by and among Clever Leaves International Inc. (Clever Leaves), Schultze Special Purpose Acquisition Corp. (SAMA), Holdco and Novel Merger Sub Inc.

The Amended Registration Statement is marked to show changes made to Pre-Effective Amendment No. 1 to the Company’s Registration Statement on Form S-4 (the Registration Statement), which was filed with the Commission on September 11, 2020.

The changes reflected in the Amended Registration Statement include, among others, those made in response to the comments of the staff (the Staff) of the Commission set forth in the Staff’s letter, dated September 24, 2020 (the Comment Letter).

The Freshfields Bruckhaus Deringer US LLP partners include members of the Bars of the State of New York and the District of Columbia, Solicitors of the Supreme Court of England and Wales and Rechtsanwälte of Germany

The numbered responses that follow relate to the questions set forth in the Comment Letter, which are reproduced below in bold print. The responses follow each reproduced comment. All references to page numbers and captions (other than those in the Staff’s comments) correspond to the page numbers and captions in the Amended Registration Statement. Capitalized terms used but otherwise defined herein have the meanings set forth in the Amended Registration Statement.

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Estimated Outstanding Share Calculation, page 1

In response to the Staff’s comment, the Company has revised the disclosure on pages 1, 2, 8, 11- 14, 47, 226 and 236 of the Amended Registration Statement.

Risk Factors

Risks Related to Ownership of Holdco Securities, page 43

In response to the Staff’s comment, the Company has revised the disclosure on pages 50, 231, 232, 252 and 257 of the Amended Registration Statement to clarify that the exclusive U.S. federal forum provision is contained in the form of the Company’s Articles. In addition, the Company has revised the disclosure on page 50 to clarify that the investor impacts, such as discouraging lawsuits, apply to the exclusive forum provision in the form of the Company’s Articles as a whole, including both the exclusive British Columbia forum provision and the exclusive U.S. federal forum provision.  

Condensed Consolidated Statements of Cash Flows, page F-37

The Company respectfully advises the Staff that during the second quarter of 2020 it received loans in the aggregate amount of $992,000 from an unrelated third party on arm’s length terms.  As of June 30, 2020, the principal amount of the loans represented approximately 2.9% of the Company’s total third party indebtedness and approximately 1.1% of the Company’s total assets. Given the size of these loans compared to the Company’s total third party indebtedness and assets, the Company does not believe that these loans, or any interest payable under these loans, are “material” to the Company’s financial statements. Therefore, the Company does not believe that it is necessary to include disclosures describing the terms of these loans in the notes to the Company’s financial statements.

Report of Independent Registered Public Accounting Firm, page F-63

In response to the Staff’s comment, the Company has revised the disclosure on page F-68 of the Amended Registration Statement.

Exhibits and Financial Statement Schedules, page II-2

The Company respectfully advises the Staff that it has reviewed its leases and determined that none of the leases are material to the Company.  Therefore, none of the Company’s leases is required to be filed as an exhibit to the Amended Registration Statement pursuant to Item 601(b)(10)(ii)(D) of Regulation S-K.  In reaching this conclusion, the Company took into consideration that all of its leases were made in the ordinary course of business, on arm’s length terms, and the termination or non-renewal of any of the leases are not expected to be material to the Company or its business and operations.  The majority of the Company’s greenhouses and other cultivation facilities by square footage are currently located on properties that are owned (rather than leased) by the Company. Although some of the Company’s production facilities are located on leased properties, even if any of the Company’s leases are terminated or not renewed, the Company believes that it will be able to continue and expand its operations by using its owned properties and any expenses incurred in doing so would not have a material effect on the Company’s business or results of operations.  In addition, the Company believes that suitable and comparably priced properties (both for leased office spaces and for its leased cultivation and production sites) are readily available for lease on commercially reasonable terms and at a comparable price within the respective geographic areas of the Company’s operations if the Company needs to move or replace any of its leased offices or facilities.  Therefore, the Company believes that its leases are not “material leases” for purposes of Item 601(b)(10) of Regulation S-K and are therefore not required to be filed as exhibits to its Amended Registration Statement.

The Company respectfully advises the Staff that it will file the executed versions of the opinions of Dentons Canada LLP, Freshfields Bruckhaus Deringer US LLP and Greenberg Traurig LLP in a subsequent pre-effective amendment. In response to the Staff’s comment, the opinion of Dentons Canada LLP has been revised to cover the 18,150,000 warrants being registered under the Amended Registration Statement. The Company has consulted with Dentons Canada LLP as Canadian tax counsel in connection with the Business Combination.

In response to the Staff’s comment, the Company has filed the employment agreements with Messrs. Detwiler, Wilches and Fajardo as Exhibits 10.41 to 10.45 to the Amendment Registration Statement. The Company respectfully advises the Staff that all management contracts, material compensatory plans, contracts or arrangements available as of the date hereof have been filed as exhibits to the Amended Registration Statement. The Company hereby confirms that it will file with the Commission additional management contracts or compensatory plans, contracts or arrangements with respect to other executive officers to the extent material as they become available.

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If you have any questions concerning the Registration Statement or require any additional information in connection with the filing, please do not hesitate to contact the undersigned at (917) 846-4233 or Pamela.Marcogliese@freshfields.com, or Sebastian Fain at (646) 468-3204 or Sebastian.Fain@freshfields.com.

(Clever Leaves International Inc.)

Gary M. Julien

(Schultze Special Purpose Acquisition Corp.)

Alan I. Annex, Esq.

Jason T. Simon, Esq.

(Greenberg Traurig, LLP)

Sebastian L. Fain, Esq.,

(Freshfields Bruckhaus Deringer US LLP)

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