Form POS AM - Post-Effective amendments for registration statement
06 Maio 2024 - 5:12PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on May 6, 2024
Registration No. 333-252241
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 5
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Clever
Leaves Holdings Inc.
(Exact
Name of Registrant as Specified in its Charter)
British
Columbia, Canada |
|
2834 |
|
Not
Applicable |
(State or Other Jurisdiction
of |
|
(Primary Standard Industrial |
|
(I.R.S. Employer |
Incorporation or Organization) |
|
Classification Code Number) |
|
Identification Number) |
Bodega
19-B Parque Industrial Tibitoc P.H.,
Tocancipá
- Cundinamarca, Colombia
(561) 634-7430
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s
Principal
Executive Offices)
Georgette
Otero
Clever
Leaves
Holdings Inc.
6501
Congress Ave, Suite 240
(561)
634-7430
(Name,
Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Georgette
Otero
Clever
Leaves Holdings Inc.
6501
Congress Ave, Suite 240
Boca
Raton, Florida 33487
(561)
634-7430 |
|
Pamela
L. Marcogliese, Esq.
Sebastian
L. Fain, Esq.
Freshfields
Bruckhaus Deringer US LLP
3
World Trade Center
175
Greenwich Street
New
York, New York 10007
(212)
277-4000 |
Approximate
date of commencement of proposed sale to the public: Not applicable. Removal from registration of securities that were not sold pursuant
to the above referenced registration statement.
If
any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. ☐
If
this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
☐
If
this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated
filer |
☐ |
Accelerated filer |
☐ |
Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
Emerging growth company |
☐ |
|
|
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY
NOTE
This Post-Effective Amendment No. 5 (this “Post-Effective Amendment”) to the registration statement on Form S-1 (File No.
333-252241), which was originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 20, 2021
(the “Registration Statement”), is being filed to deregister any and all securities that remain unsold thereunder.
On
April 26, 2024, Clever Leaves Holdings Inc. (the
“Company”) provided notice to The Nasdaq Stock Market LLC (“Nasdaq”) that it intends to file Form 25 with the
SEC to voluntarily delist the Company’s securities from trading on Nasdaq, and terminate or suspend, as applicable, its reporting
obligations with the SEC. On May 6, 2024, the Company filed such Form 25 with the SEC. In connection with the foregoing and the undertakings
in the Registration Statement, the Company is hereby filing this Post-Effective Amendment to the Registration Statement to terminate
the effectiveness of such Registration Statement and to remove from registration all of the Company’s securities that remain unsold
under such Registration Statement.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Company has duly caused this Post-Effective
Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tocancipá, Cundinamarca,
Colombia, on May 6, 2024.
|
Clever Leaves Holdings Inc. |
|
|
|
|
By: |
/s/ Andres Fajardo |
|
Name: |
Andres Fajardo |
|
Title: |
Chief Executive Officer |
No
other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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