SEC Form SC 13D/A filed by Clever Leaves Holdings Inc. (Amendment)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Clever Leaves Holdings Inc.

(Name of Issuer)

Common Shares, without par value
 

(Title of Class of Securities)

186760203
 

(CUSIP Number of Class of Securities)

BCM Investimentos Fundo de Investimento
Multimercado Crédito Privado Investimento no Exterior

B.Side Wealth Management Gestão de Recursos Ltda.
Antonio Costa

Martim Prado Mattos

Rua Joaquim Floriano, 960

17th Floor, Itaim Bibi

São Paulo, SP. Brazil. 04534-004
+55 11 4502 1234

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

May 16, 2024

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a Statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

AMENDMENT NO. 1 TO SCHEDULE 13D

This Amendment No. 1 (this “Amendment”) amends the Statement on Schedule 13D, filed with the Securities and Exchange Commission (the “SEC”) on May 15, 2024 (the “Original Statement”; as amended by this Amendment, this “Statement”), with respect to the common shares, without par value (the “Shares”), of Clever Leaves Holdings, Inc., a corporation organized under the laws of the province of British Columbia under the Business Corporations Act (British Columbia) (the “Issuer”). Capitalized terms used herein but not defined have the respective meanings ascribed to them in the Original Statement.

Item 3 of the Statement is hereby amended and supplemented by the addition of the following information:

On May 16, 2024, BCM Fund acquired an aggregate of 172,963 Shares in open market transactions. The Reporting Persons expended an aggregate of approximately $476,285 (inclusive of commissions paid in connection with such transactions) to acquire the 172,963 Shares acquired in open market purchases on May 16, 2024.

On May 17, 2024, BCM Fund acquired an aggregate of 2 Shares in open market transactions. The Reporting Persons expended an aggregate of approximately $105 (inclusive of commissions paid in connection with such transactions) to acquire the 2 Shares acquired in open market purchases on May 17, 2024.

The purchases on May 16, 2024 and May 17, 2024 were made out of the working capital of BCM Fund. No part of the aggregate purchase price is or will be represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the securities.

Item 5(a) and (b) of the Statement is hereby amended in its entirety to read as follows:

(a) and (b)

All percentages of Shares outstanding contained herein are based on 1,754,795 Shares outstanding as of March 19, 2024, as disclosed in the Annual Report on Form 10-K filed by the Issuer with the SEC on April 1, 2024.

As of the date hereof:

Item 5(c) of the Statement is hereby amended and supplemented by the addition of the following information:

(c)           Schedule I hereto sets forth all transactions with respect to the Shares effected by the Reporting Persons since the filing of the Original Statement. All such transactions were effected in the open market, and per share prices do not include any commissions paid in connection with such transactions.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:    May 21, 2024

SCHEDULE I