SCHULTZE SPECIAL PURPOSE ACQUISITION CORP. Item 1.01. Entry into a Material Definitive Agreement
General
As previously disclosed, on
On
Business Combination Agreement
The Business Combination Agreement amends and restates the Original Agreement in
its entirety to, among other things, (a) change the definition of Cash
Arrangement Consideration to an aggregate amount up to
A copy of the Business Combination Agreement is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference. The foregoing description of the Business Combination Agreement is qualified in its entirety by reference to the full text of the Business Combination Agreement filed with this Current Report on Form 8-K. The Business Combination Agreement is included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about SAMA, Clever Leaves or the other parties thereto. In particular, the assertions embodied in representations and warranties by SAMA, Clever Leaves, Holdco and Merger Sub contained in the Business Combination Agreement are qualified by information in the disclosure schedules provided by the parties in connection with the signing of the Business Combination Agreement. These disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Business Combination Agreement. Moreover, certain representations and warranties in the Business Combination Agreement were used for the purpose of allocating risk between the parties, rather than establishing matters as facts. Accordingly, investors and security holders should not rely on the representations and warranties in the Business Combination Agreement as characterizations of the actual state of facts about SAMA, Clever Leaves, Holdco and Merger Sub.
Transaction Support Agreement Amendment
On
The TSA Amendment amends the Transaction Support Agreement to provide for, among other things:
(i) the agreement of the Sponsor, at or prior to the Closing, subject to and
conditioned upon the occurrence of the Closing and effective as of immediately
prior to the Merger Effective Time, to forfeit for no consideration all warrants
in its possession other than (a) (A) a number of Holdco warrants (rounded down
to the nearest whole warrant) equal to (B) 1,245,000 plus (C) the quantity of
(1) 2,905,000 multiplied by (2) the quotient obtained by dividing (I) the
quantity of (x) the aggregate amount of cash held either in or outside the Trust
Account, including the aggregate amount of the PIPEs, including, for the
avoidance of doubt, the aggregate amount of the Agreed PIPE (other than any
accrued payment-in-kind interest on the Secured Convertible Notes, which will be
invested into the Agreed PIPE (the "PIK Amount")), after giving effect to the
exercise of redemption rights and payments related thereto minus (y)
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(ii) the amendment of certain definitions related to the number of Holdco Common
Shares that will be held in escrow for the benefit of Sponsor as follows: (1)
"Sponsor Upfront Escrow Shares" was reduced from 1,565,000 Holdco Common Shares
to a number of Holdco Common Shares (rounded down to the nearest whole share)
equal to (x) (i) an aggregate amount equal to (A) the aggregate amount of cash
held either in or outside the Trust Account, including the aggregate amount of
the PIPEs, including, for the avoidance of doubt, the aggregate amount of the
Agreed PIPE (other than any PIK Amount), consummated prior to, or as of, the
Closing, after giving effect to the exercise of redemption rights and payments
related thereto minus (B) SAMA's good faith estimate of its transaction
expenses, multiplied by (ii) twenty percent (20%) (such amount in this
subsection (x), the "Sponsor Value") divided by (y)
(iii) the reduction of the number of shares that certain service providers of Holdco and its subsidiaries at the direction of the Holdco Board or any committee thereof are eligible to receive in accordance with the Transaction Support Agreement from up to 1,800,000 Holdco Common Shares to up to 1,440,000 Holdco Common Shares.
A copy of the TSA Amendment is filed with this Current Report on Form 8-K as
Exhibit 10.2 and is incorporated herein by reference. The foregoing description
of the TSA Amendment is qualified in its entirety by reference to the full text
of the TSA Amendment filed with this Current Report on Form 8-K. For a detailed
discussion of the Transaction Support Agreement, see SAMA's Current Report on
Form 8-K filed with the
Investors' Rights Agreement
In connection with, and as a condition to the consummation of, the Business Combination, Holdco and certain SAMA stockholders will enter into the Investors' Rights Agreement. Pursuant to the Business Combination Agreement, the form of Investors' Rights Agreement attached to the Original Agreement was amended to remove the right of Sponsor to nominate one individual to the compensation committee of Holdco.
The foregoing description of the Investors' Rights Agreement is qualified in its entirety by reference to the full text of the form of Investors' Rights Agreement, a copy of which is included as Exhibit A to the Business Combination Agreement, filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference. For a detailed discussion of the Investors' Rights Agreement, see the July 8-K.
Warrant Amendment
In connection with, and as a condition to the consummation of, the Business
Combination, SAMA, Holdco and Continental Stock and
Item 7.01. Regulation FD Disclosure
On
Additional Information and Where to Find It
In connection with the proposed Business Combination, Holdco has filed a
Registration Statement on Form S-4 (the "Registration Statement") with the
Participants in Solicitation
SAMA, Clever Leaves, Holdco and their respective directors, executive officers
and other members of their management and employees, under
Non-Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of SAMA, Holdco or Clever Leaves, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
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Forward Looking Statements
This Current Report on Form 8-K includes forward-looking statements that involve
risks and uncertainties. Forward-looking statements are statements that are not
historical facts and may be identified by the words "estimates," "projected,"
"expects," "anticipates," "forecasts," "plans," "intends," "believes," "seeks,"
"may," "will," "should," "future," "propose" and variations of these words or
similar expressions (or the negative versions of such words or expressions).
Such forward-looking statements are subject to risks and uncertainties, which
could cause actual results to differ from the forward-looking statements.
Factors that may cause such differences include, without limitation, SAMA's and
Clever Leaves' inability to complete the transactions contemplated by the
Business Combination; matters discovered by the parties as they complete their
respective due diligence investigation of the other; the inability to recognize
the anticipated benefits of the Business Combination, which may be affected by,
among other things, the amount of cash available following any redemptions by
SAMA stockholders and the ability to close the Agreed PIPE; the ability to meet
NASDAQ's listing standards following the consummation of the Business
Combination; costs related to the Business Combination; expectations with
respect to future operating and financial performance and growth, including when
Clever Leaves or Holdco will become cash flow positive; the timing of the
completion of the Business Combination; Clever Leaves' ability to execute its
business plans and strategy and to receive regulatory approvals; potential
litigation involving the parties; global economic conditions; geopolitical
events, natural disasters, acts of God and pandemics, including, but not limited
to, the economic and operational disruptions and other effects of COVID-19;
regulatory requirements and changes thereto; access to additional financing; and
other risks and uncertainties indicated from time to time in filings with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description
2.1† Amended and Restated Business Combination Agreement, dated as of
November 9, 2020 , by and among Schultze Special Purpose Acquisition
Corp. , Clever Leaves Holdings Inc. , Novel Merger Sub Inc. and Clever
Leaves International Inc.
10.1 Transaction Support Agreement, dated as of July 25, 2020 , by and among
Schultze Special Purpose Acquisition Sponsor, LLC , Clever Leaves
International Inc. , Clever Leaves Holdings Inc. and Schultze Special
Purpose Acquisition Corp. (incorporated by reference to Exhibit 10.2 to
SAMA's Current Report on Form 8-K (File No. 001-38760), filed with the
Securities and Exchange Commission on July 29, 2020 ).
10.2† Amendment No. 1 to Transaction Support Agreement, dated as of November
9, 2020 , by and among Schultze Special Purpose Acquisition Sponsor, LLC ,
Clever Leaves International Inc. , Clever Leaves Holdings Inc. and
Schultze Special Purpose Acquisition Corp.
10.3 Form of Subscription Agreement for cash investors.
10.4 Form of Subscription Agreement for holders of Secured Convertible
Notes.
99.1 Press Release, dated November 9, 2020 .
† Certain exhibits and schedules to this exhibit have been omitted pursuant to
Item 601(a)(5) of Regulation S-K. The registrant hereby agrees to furnish a copy of any omitted exhibit or schedule to theSecurities and Exchange Commission upon request. 5
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