Item 4.01 Changes in Registrant's Certifying Accountant
As previously disclosed, on December 18, 2020, Clever Leaves International Inc.
("Clever Leaves") and Schultze Special Purpose Acquisition Corp. ("SAMA")
consummated the business combination (the "Business Combination"), as a result
of which each of Clever Leaves and SAMA became a wholly owned subsidiary of
Clever Leaves Holdings Inc. (the "Company"), and the Company became the holding
company of the combined group listed on The Nasdaq Stock Market.
On January 14, 2021, the Company engaged BDO Canada LLP ("BDO") as the
independent registered public accounting firm of the Company and its
subsidiaries in connection with the Company's consolidated financial statements
for the year ended December 31, 2020. The engagement of BDO was approved by the
audit committee of the board of directors of the Company. BDO currently also
serves as independent registered public accounting firm of Clever Leaves.
Accordingly, Marcum LLP ("Marcum"), SAMA's independent registered public
accounting firm prior to the closing of the Business Combination, was informed
that it would be dismissed as SAMA's independent registered public accounting
firm effective as of January 14, 2021.
The audit reports of Marcum on the financial statements of SAMA as of December
31, 2019 and 2018, and for each year in the periods ended December 31, 2019 and
for the period from June 11, 2018 (SAMA's inception) through December 31, 2018,
did not contain any adverse opinion or disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope or accounting principles.
During the period from June 11, 2018 (SAMA's inception) to January 14, 2021,
there were no disagreements between SAMA and Marcum on any matter of accounting
principles or practices, financial disclosure or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of Marcum, would have
caused it to make reference to the subject matter of the disagreements in its
reports on SAMA's financial statements for such period.
During the period from June 11, 2018 (SAMA's inception) to January 14, 2021,
there were no "reportable events" (as defined in Item 304(a)(1)(v) of Regulation
S-K under the Securities Exchange Act of 1934).
During the period from June 11, 2018 (SAMA's inception) to January 14, 2021,
neither SAMA nor anyone on its behalf consulted BDO regarding either (i) the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
SAMA's financial statements, and neither a written report nor oral advice was
provided to SAMA that BDO concluded was an important factor considered by SAMA
in reaching a decision as to any accounting, auditing or financial reporting
issue, or (ii) any matter that was either the subject of a "disagreement" or a
"reportable event," as defined in Items 304(a)(1)(iv) and 304(a)(1)(v) of
Regulation S-K, respectively.
The Company has provided Marcum with a copy of the foregoing disclosures and has
requested that Marcum furnish it with a letter addressed to the U.S. Securities
and Exchange Commission stating whether it agrees with the statements set forth
above. A copy of Marcum's letter, dated January 15, 2021, is filed as Exhibit
16.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
16.1 Letter from Marcum LLP as to the change in certifying
accountant, dated as of January 15, 2021.
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