Amended Statement of Beneficial Ownership (sc 13d/a)
03 April 2023 - 10:19PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
Clever
Leaves Holdings Inc.
(Name
of Issuer)
Common
shares without par value
(Title
of Class of Securities)
186760104
(CUSIP
Number)
George
J. Schultze
c/o
Schultze Special Purpose Acquisition Sponsor, LLC
800
Westchester Avenue, Suite S-632
Rye
Brook, NY 10573
(914)
701-5260
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
March 30, 2023
(Date
of Event Which Requires Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
| * | The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page. |
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 186760104 |
SCHEDULE
13D |
Page
1 of 4 Pages |
1 |
NAME
OF REPORTING PERSONS
Schultze
Special Purpose Acquisition Sponsor, LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐
(b) ☐ |
3 |
SEC USE ONLY
|
4 |
SOURCE
OF FUNDS
OO |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
☐ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
2,248,844 |
8 |
SHARED
VOTING POWER
-
0 - |
9 |
SOLE
DISPOSITIVE POWER
2,248,844 |
10 |
SHARED
DISPOSITIVE POWER
-
0 - |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,248,844 |
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
5.0% |
14 |
TYPE
OF REPORTING PERSON
OO |
CUSIP
No. 186760104 |
SCHEDULE
13D |
Page
2 of 4 Pages |
1 |
NAME
OF REPORTING PERSONS
George
J. Schultze |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐
(b) ☐ |
3 |
SEC USE ONLY
|
4 |
SOURCE
OF FUNDS
OO |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
☐ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
2,255,313 |
8 |
SHARED
VOTING POWER
-
0 - |
9 |
SOLE
DISPOSITIVE POWER
2,255,313 |
10 |
SHARED
DISPOSITIVE POWER
-
0 - |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,255,313 |
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
5.1% |
14 |
TYPE
OF REPORTING PERSON
IN |
CUSIP
No. 186760104 |
SCHEDULE
13D |
Page
3 of 4 Pages |
Amendment No. 2 to Schedule 13D
This Amendment No. 2 (this “Amendment No. 2”) amends and
supplements the statement on Schedule 13D (the “Original Schedule 13D”) filed on December 28, 2020 with the U.S. Securities
and Exchange Commission (the “SEC”) on behalf of Schultze Special Purpose Acquisition Sponsor, LLC (the “Sponsor”)
and George J. Schultze (collectively, the “Reporting Persons”), with respect to the common shares without par value (“Common
Shares”) of Clever Leaves Holdings Inc., a corporation organized under the laws of British Columbia, Canada (the “Issuer”),
as amended by Amendment No. 1 to the Original Schedule 13D (“Amendment No. 1”) filed with the SEC on February 7, 2022 (the
Original Schedule 13D, as amended by Amendment No. 1 and this Amendment No. 2, the “Schedule 13D”). Only those items that
are amended or supplemented are reported herein. All capitalized terms used in this Amendment No. 2 and not otherwise defined herein have
the meanings ascribed to such terms in the Schedule 13D.
This Amendment No. 2 is filed not as a result of any transaction by
the Reporting Persons, but rather to report a reduction in the percentage of the Common Shares beneficially owned by the Reporting Persons
resulting solely from an increase in the aggregate number of outstanding Common Shares, as disclosed in the Issuer’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC on March 30, 2023 (the “2022 Form 10-K”), as a
result of issuances by the Issuer of Common Shares to parties other than the Reporting Persons.
| Item 5. | Interest in Securities of the Issuer. |
Item 5(a) of the Schedule 13D is hereby amended and restated in its
entirety as follows:
| (a) | As described in Item 4, the Sponsor and Mr. Schultze may be
deemed the beneficial owners of 2,248,844 and 2,255,313 Common Shares, respectively, representing approximately 5.0% and 5.1% of the
outstanding Common Shares, respectively. The aggregate percentage of Common Shares beneficially owned by each of the Reporting Persons
is calculated based upon 44,577,483 Common Shares outstanding as of March 27, 2023, as reported in the 2022 Form 10-K. |
CUSIP
No. 186760104 |
SCHEDULE
13D |
Page
4 of 4 Pages |
SIGNATURES
After reasonable inquiry and to the best of his
or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and
correct.
|
Date: April 3, 2023 |
|
|
|
SCHULTZE SPECIAL PURPOSE ACQUISITION SPONSOR, LLC |
|
|
|
By: |
Schultze Asset Management, LP, its manager |
|
|
|
|
By: |
Schultze Asset Management GP, LLC, its |
|
|
general partner |
|
|
|
|
By: |
/s/ George J. Schultze |
|
|
Name: |
George J. Schultze |
|
|
Title: |
Managing Member |
|
|
|
|
|
|
/s/ George J. Schultze |
|
|
George J. Schultze |
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