Prospectuses and communications, business combinations



STYLE="font: 10pt Times New Roman, Times, Serif">



Filed by Schultze Special Purpose
Acquisition Corp.



Pursuant
to Rule 425 under the Securities Act of 1933, and



deemed
filed pursuant to Rule 14a-12 under the



Securities
Exchange Ac t of 1934





Subject
Companies:





Clever
Leaves International Inc.





Clever
Leaves Holdings Inc.



(Commission
File No.

333-241707

)






Schultze Special Purpose Acquisition
Corp. and Clever Leaves International Inc. to Participate in Upcoming Investor Conferences







Rye Brook, NY – December 7, 2020 - Schultze Special Purpose
Acquisition Corp. (NASDAQ: SAMA, SAMAW, and SAMAU) (“SAMA”) and Clever Leaves International Inc. (“Clever Leaves”)
today announced their participation in these upcoming investor conferences.

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Clever Leaves will be presenting at the
Benzinga Small Cap Conference on Tuesday, December 8, 2020, at 12:00 PM ET. Clever Leaves will also be participating in the cannabis
panel titled “Post Election – What Will Happen In The Space” at 12:30 PM ET. Please visit https://www.benzinga.com/events/small-cap
to register for the event.















SAMA and Clever Leaves will be presenting
at the 13th Annual LD Micro Main Event Investor Conference on Monday, December 14, 2020, at 12:20 PM ET. Please visit https://ve.mysequire.com/
to register for the event.





As a reminder, the U.S. Securities and
Exchange Commission (“SEC”) has declared effective the registration statement on Form S-4 (as amended to the date hereof,
the “Registration Statement”). The Registration Statement includes a proxy statement/prospectus in connection with
the special meeting of SAMA stockholders to consider the previously announced business combination (the “Business Combination”)
between SAMA and Clever Leaves pursuant to which a newly formed holding company, Clever Leaves Holdings Inc. (“Holdco”),
will acquire SAMA and Clever Leaves.





The special meeting of SAMA’s stockholders
will be held on Thursday, December 17, 2020 at 11:00 a.m. Eastern time. Should the Business Combination be approved by stockholders,
SAMA and Clever Leaves anticipate closing the Business Combination on or about December 18, 2020, subject to satisfaction or waiver
of customary closing conditions.




About Schultze Special Purpose Acquisition
Corp.



Schultze Special Purpose Acquisition Corp.
is a blank check company formed 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’s sponsor is an affiliate
of Schultze Asset Management, LP, an alternative investment management firm founded in 1998 that focuses on distressed, special
situation and event-driven securities and has invested over $3.2 billion since inception with a notable track-record through its
active investment strategy. SAMA itself is backed by an experienced team of operators and investors with a successful track-record
of creating material value in public and private companies.








About Clever Leaves International Inc.



Clever Leaves is a multi-national cannabis
company with a mission to operate in compliance with federal and state laws and with an emphasis on ecologically sustainable, large-scale
cultivation and pharmaceutical-grade processing as the cornerstones of its global cannabis business. With operations and investments
in the United States, Canada, Colombia, Germany and Portugal, Clever Leaves has created an effective distribution network and global
footprint, with a foundation built upon capital efficiency and rapid growth. Clever Leaves aims to be one of the industry’s
leading global cannabis companies recognized for its principles, people, and performance while fostering a healthier global community.






Additional Information and Where to Find It



The Registration Statement includes a prospectus
with respect to Holdco’s securities to be issued in connection with the Business Combination and a proxy statement with respect
to SAMA’s stockholder meeting at which SAMA’s stockholders will be asked to vote on the proposed Business Combination.
SAMA, Clever Leaves and Holdco urge investors, stockholders and other interested persons to read the Registration Statement, including
the proxy statement/prospectus, as well as other documents filed with the SEC, because these documents contain important information
about the Business Combination. SAMA has mailed a definitive proxy statement and other relevant documents to its stockholders as
of the record date for its stockholder meeting. SAMA’s stockholders will also be able to obtain a copy of such documents,
without charge, by directing a request to: Schultze Special Purpose Acquisition Corp, 800 Westchester Avenue, Suite 632, Rye Brook,
New York 10573; e-mail: sdu@samco.net. These documents can also be obtained, without charge, at the SEC’s web site (http://www.sec.gov).





















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The information contained on any external
websites does not form a part of, and is not incorporated by reference into, this press release.






















Participants in Solicitation



SAMA, Clever Leaves, Holdco and their respective
directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants
in the solicitation of proxies of SAMA stockholders in connection with the Business Combination. Information regarding the persons
who may, under SEC rules, be deemed participants in the solicitation of proxies to SAMA’s stockholders in connection with
the Business Combination is set forth in the definitive proxy statement/prospectus contained in the Registration Statement. Information
concerning the interests of SAMA’s and Clever Leaves’ participants in the solicitation, which may, in some cases, be
different than those of SAMA’s and Clever Leaves’ equity holders generally, is also set forth in the definitive proxy
statement/prospectus contained in the Registration Statement.






Forward Looking Statements



This press release 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; the ability to meet Nasdaq’s listing standards in connection with
or 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 SEC. Other factors include the possibility that the proposed transaction does not
close, including due to the failure to receive required security holder approvals or the failure to satisfy other closing conditions.
The foregoing list of factors is not exclusive. Additional information concerning certain of these and other risk factors is contained
in Holdco’s and SAMA’s most recent filings with the SEC and is contained in the Registration Statement, including the
definitive proxy statement/prospectus. All subsequent written and oral forward-looking statements concerning SAMA, Clever Leaves
or Holdco, the transactions described herein or other matters and attributable to SAMA, Clever Leaves, Holdco or any person acting
on their behalf are expressly qualified in their entirety by the cautionary statements above. Readers are cautioned not to place
undue reliance upon any forward-looking statements, which speak only as of the date made. Each of SAMA, Clever Leaves and Holdco
expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements
contained herein to reflect any change in their expectations with respect thereto or any change in events, conditions or circumstances
on which any statement is based.





Schultze Special Purpose Acquisition Corp.



George J. Schultze: schultze@samco.net



Gary M. Julien: gjulien@samco.net



(914) 701-5260





Investor Relations



Raphael Gross



ICR



raphael.gross@icrinc.com



(203) 682-8253





Media Relations



KCSA Strategic Communications



McKenna Miller



mmiller@kcsa.com



(347) 487-6197
















The above information was disclosed in a filing to the SEC. To see the filing, click here.

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