UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant x
Filed by a Party other than the Registrant o
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o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6I(2))
o	Definitive Proxy Statement
x	Definitive Additional Materials
o	Soliciting Material under §240.14a-12

Clever Leaves Holdings Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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EXPLANATORY NOTE

Clever Leaves Holdings Inc. (the “Company”) is filing this Definitive Additional Materials on Schedule 14A to amend the proxy card with respect to the voting options for Item Two previously filed with the Company’s Definitive Proxy Statement on Schedule 14A (the “2021 Proxy Statement”) with the Securities and Exchange Commission (“SEC”) on April 30, 2021 and furnished to shareholders in connection with the virtual annual meeting of shareholders scheduled on June 29, 2021 at 10:00 am Eastern Daylight Time. This supplement to the 2021 Proxy Statement (the “Supplement”) supplements the 2021 Proxy Statement as filed and should be read in conjunction with the 2021 Proxy Statement. Except as specifically supplemented by the information contained herein, all information set forth in the 2021 Proxy Statement remains accurate and should be considered in voting your shares. This Supplement is being filed with the SEC and is being made available to shareholders on or about May 20, 2021.

The 2021 Proxy Statement included a Proxy Card that describes that shareholders may cast votes “for” or “withhold” or “abstain” from casting votes with respect to the appointment of BDO Canada LLP as the Company’s independent registered public accounting firm to serve as independent auditor for the 2021 fiscal year (the “Auditor Appointment Proposal”). The amended proxy card attached to this Supplement reflects that shareholders may cast votes “for,” “against,” or “abstain” from casting votes on the Auditor Appointment Proposal. The proxy card is being mailed to shareholders in the form attached hereto. This Supplement is filed to correct the EDGAR version of the Proxy Statement so that it includes the proxy card mailed to shareholders.

Any reference in the 2021 Proxy Statement to a “withhold” vote with respect to the Auditor Appointment Proposal is hereby stricken and shall have no effect, as there will be no option to “withhold” from voting shares with respect to the Auditor Appointment Proposal. Instead, as indicated on the Proxy Card as mailed to stockholders, exclusively with respect to the Auditor Appointment Proposal, stockholders may cast votes “for”, “against” or “abstain” from voting on, the Auditor Appointment Proposal.

As described in the 2021 Proxy Statement, the Board of Directors of the Company recommends a vote FOR the Auditor Appointment Proposal.