Quarterly report pursuant to Section 13 or 15(d)

BASIS OF PRESENTATION

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BASIS OF PRESENTATION
3 Months Ended
Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
BASIS OF PRESENTATION BASIS OF PRESENTATION
The accompanying interim condensed consolidated financial statements (“Financial Statements”) are unaudited. These Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial statements and with the instructions to Form 10-Q and Article 10 of regulation S-X. Accordingly, they do not include all disclosures required for annual financial statements. These Financial Statements reflect all adjustments, which, in the opinion of the management, are necessary for a fair presentation of the results for the interim periods presented. All significant intercompany transactions and balances have been eliminated. All adjustments were of a normal recurring nature. Interim results are not necessarily indicative of results to be expected for the full year.

These Financial Statements should be read in conjunction with the Company's audited financial statements for the year ended December 31, 2021, included in its Annual Report on Form 10-K, as filed with the SEC on March 24, 2022 (the "Annual Report").

Prior Period Reclassifications - Certain prior period reclassifications were made to conform to the current period presentation.

Going Concern
These consolidated financial statements have been prepared in accordance with U.S. GAAP, which assumes that the Company will be able to meet its obligations and continue its operations for the next twelve months.

As shown in the accompanying consolidated financial statements, the Company had an accumulated deficit as of March 31, 2022, as well as operating losses and negative cash flows from operations since inception and expects to continue to incur net losses for the foreseeable future until such time that it can generate significant revenue from the sale of its available inventories.

At March 31, 2022, the Company had cash and cash equivalents of $44,782. As of March 31, 2022, based on the Company's current business plan and the Company’s current cash position, the Company believes it will result in increased revenue and a reduction in net losses, which will satisfy the Company's estimated liquidity needs during the twelve months from the issuance of the condensed consolidated financial statements.

During the three months ended March 31, 2022 the Company raised additional financing through an "at-the-market" ("ATM") equity offering as discussed in Note 12.
Principles of Consolidation
The Financial Statements include the accounts of the Company and its consolidated subsidiaries. The following table provides a summary of the Company’s subsidiaries and respective ownership percentage as of and March 31, 2022 and December 31, 2021.
Subsidiaries   Jurisdiction of incorporation   Ownership
March 31, 2022 December 31, 2021
Clever Leaves US, Inc. ("SAMA") Delaware, United States 100% 100%
NS US Holdings, Inc.   Delaware, United States   100% 100%
Herbal Brands, Inc.   Delaware, United States   100% 100%
1255096 B.C. Ltd. ("Newco") British Columbia, Canada 100% 100%
Northern Swan International, Inc. (“NSI”)   British Columbia, Canada   100% 100%
Arizona Herbal Brands, Inc. (1)
British Columbia, Canada 100% 100%
Northern Swan Management, Inc.   British Columbia, Canada   100% 100%
Clever Leaves Australia Pvt Ltd   Australia   100% 100%
Northern Swan Deutschland Holdings, Inc.   British Columbia, Canada   100% 100%
Northern Swan Portugal Holdings Inc.   British Columbia, Canada   100% 100%
Clever Leaves Portugal Unipessoal LDA   Portugal   100% 100%
Clever Leaves II Portugal Cultivation SA   Portugal   100% 100%
Northern Swan Europe, Inc.   British Columbia, Canada   100% 100%
Nordschwan Holdings, Inc.   British Columbia, Canada   100% 100%
Clever Leaves Germany GmbH   Hamburg, Germany   100% 100%
NS Herbal Brands International, Inc.   British Columbia, Canada   100% 100%
Herbal Brands, Ltd. London, United Kingdom 100% 100%
Clever Leaves International, Inc.   British Columbia, Canada   100% 100%
Eagle Canada Holdings, Inc. (“Eagle Canada”)   British Columbia, Canada   100% 100%
Ecomedics S.A.S. (“Ecomedics”)   Bogota, Colombia   100% 100%
Clever Leaves UK Limited London, United Kingdom 100% 100%
(1)Arizona Herbal Brands, Inc. was dissolved by way of voluntary dissolution under the Business Corporation Act on December 31, 2021.