Schultze U= 1C, 1W


Prospectus 12/12/18

​ Meeting June 9.

Non-Binding Letter of Intent for a Business Combination with Clever Leaves, a Leading Pharmaceutical-Grade Multi-National Cannabis Operator

-With More than 1.9 Million Square Feet of Greenhouses, Clever Leaves is One of the Largest Cannabis Cultivation and Extraction Companies in the World-

Schultze Special Purpose Acquisition Corp. (NASDAQ: SAMA, SAMAW, and SAMAU) (“SAMA”) and Clever Leaves International Inc. (“Clever Leaves” or the “Company”) have jointly announced today that they entered into a non-binding letter of intent (the “LOI”) pursuant to which SAMA and Clever Leaves would enter into a business combination, with the combined company becoming a publicly-traded company on NASDAQ. The parties intend to execute a definitive agreement in June with a closing expected in the third quarter of 2020

Deadline June 13.

Vote to extend - Schultze estimates that the per-share pro rata portion of the trust account will be approximately $10.21 at the time of the special meeting, based on the approximate amount of $132.9 million held in the trust account as of March 31, 2020. N​o mention as of 5/15 to add cash to trust.

1W + 11.50. Adjust PP below $9.50

Term 18 months 

Trust = $10.00 at ipo. $130mm

Earlybird, Btig, IBankers

Closed  December 13, 2018

$11.50 per share. In addition, if (x) we issue additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.50 per share of common stock (with such issue price or effective issue price to be determined in good faith by our Board of Directors, and in the case of any such issuance to our sponsor or its affiliates, without taking into account any founders’ shares held by the sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price.

Our 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. Schultze Asset Management’s investment objective is to achieve exceptional risk-adjusted capital appreciation through investments in various securities of companies in financial and/or legal distress or which have recently emerged from financial reorganizations or lawsuits. Since inception, the firm has invested over $3.2 billion in investments across numerous market cycles. At the core of the firm’s strategy is deep-rooted, credit- and equity-based fundamental analysis, leveraging the team’s distressed, legal, bankruptcy and financial expertise. Schultze Asset Management believes that distressed securities can often be purchased at discounts to intrinsic value given the complexities surrounding their restructuring. The firm complements its liquid investment strategy with illiquid investments where it has taken an active approach to managing such investments often through participation on credit committees, liquidating trusts and board positions. The firm has successfully deployed its active investment strategy in 11 companies involving over $450.0 million of invested capital.


Schultze Asset Management and members of our management team have significant experience in identifying, investing in and operating businesses that have successfully emerged from a financial re-organization. We believe our affiliation with Schulze Asset Management and the significant financial and operational restructuring expertise of our team provide us with important competitive advantages for sourcing, pursuing and evaluating an initial business combination within our target universe.


We intend to focus on pursuing acquisitions of target companies that have completed and emerged from a financial restructuring, which may have included a Chapter 11 bankruptcy court protection filing. Owners of post-restructuring companies typically benefit from a significant reduction in liabilities including lower financial indebtedness, employee benefit obligations, litigation liabilities, contractual commitments and a generally lower operating cost structure. Such target companies often have underexploited opportunities for continued growth as a result of prior under-investment. Further, management teams often exit restructurings with increased financial and operating discipline and with meaningful equity ownership. Given the inefficiencies that exist in the post-reorganization market, we believe a business combination within our target universe can be completed at a discount to its intrinsic value and publicly-traded peers.