Form S-8 POS - Securities to be offered to employees in employee benefit plans, post-effective amendments
07 5월 2024 - 5:14AM
Edgar (US Regulatory)
As filed with the Securities
and Exchange Commission on May 6, 2024
Registration No. 333-272963
Registration No. 333-241707
Registration No. 333-253644
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (333-272963)
POST-EFFECTIVE AMENDMENT NO. 3, ON FORM S-8,
TO FORM S-4 (333-241707)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (333-253644)
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CLEVER LEAVES HOLDINGS INC.
(Exact name of registrant as specified in its charter)
British Columbia, Canada |
|
Not Applicable |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
|
|
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Bodega 19-B Parque Industrial Tibitoc P.H.,
Tocancipá - Cundinamarca, Colombia |
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N/A |
(Address of Principal Executive Offices) |
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(Zip Code) |
CLEVER LEAVES HOLDINGS INC. 2020 INCENTIVE AWARD
PLAN
CLEVER LEAVES INTERNATIONAL INC. (F/K/A NORTHERN
SWAN HOLDINGS, INC.)
2018 OMNIBUS INCENTIVE COMPENSATION PLAN, AS
AMENDED
NON-PLAN STOCK OPTION GRANT AGREEMENTS
CLEVER LEAVES HOLDINGS INC. 2020 INCENTIVE AWARD
PLAN
CLEVER LEAVES HOLDINGS INC. 2020 EARNOUT AWARD
PLAN
(Full title of plan)
Georgette Otero
Clever Leaves Holdings Inc.
6501 Congress Ave, Suite 240
(561) 634-7430
(Name, address 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 |
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.
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
Clever
Leaves Holdings Inc. (the “Company”) is filing this Post-Effective Amendment (this “Post-Effective Amendment”)
with the Securities and Exchange Commission (the “SEC”) to deregister
all the Company’s common shares, without par value (the “common shares”) previously registered under the following
registration statements on Form S-8 (the “Registration Statements”), together with any and all plan interests and other securities
registered thereunder:
| ● | Registration
Statement No. 333-272963, filed with the SEC on June 27, 2023. |
| ● | Registration
Statement on Form S-4 No. 333-241707, filed with the SEC on August 6, 2020, as amended by
that certain Post-Effective Amendment No. 2 on Form S-8 to Form S-4, filed with the SEC on
March 15, 2021. |
| ● | Registration
Statement No. 333-253644, filed with the SEC on February 26, 2021. |
On
April 26, 2024, 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 Statements, the Company is hereby filing this Post-Effective Amendment to
the Registration Statements to terminate the effectiveness of such Registration Statements and to remove from registration all of the
Company’s common shares that remain unsold under such Registration Statements.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and 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 the May 6, 2024.
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CLEVER LEAVES HOLDINGS INC. |
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|
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By: |
/s/ Andres Fajardo |
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Name: |
Andres Fajardo |
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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.
Clever Leaves (NASDAQ:CLVRW)
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Clever Leaves (NASDAQ:CLVRW)
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