8-K

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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 12, 2021

Clever Leaves Holdings Inc.
(Exact name of registrant as specified in its charter)

British Columbia, Canada	001-39820	Not Applicable
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification No.)

489 Fifth Avenue, 27th Floor New York, New York	10017
(Address of principal executive offices)	(Zip Code)

(646) 880-4382
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common shares without par value	CLVR	The Nasdaq Stock Market LLC
Warrants, each warrant exercisable for one common share at an exercise price of $11.50	CLVRW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On August 12, 2021, Clever Leaves Holdings Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2021, as well as information regarding a conference call to discuss these financial results and the Company’s recent corporate highlights and outlook. The conference call was open to the public. The transcript and slide presentation that accompanied the call are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

The information contained in this Item 2.02, including the related information set forth in the transcript and slide presentation attached hereto as Exhibits 99.1 and 99.2 and incorporated by reference herein, is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by the specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Conference call transcript for Earnings Call - August 12, 2021
99.2	Conference call slide presentation for Earnings Call - August 12, 2021
104	Cover Page Interactive Data File (formatted as Inline XBRL and included as Exhibit 101)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Clever Leaves Holdings Inc.
By:	/s/ David M. Kastin
	Name:	David M. Kastin
	Title:	General Counsel and Corporate Secretary

Date: August 13, 2021

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EX-99.1

Exhibit 99.1

Clever Leaves Holdings Inc. NasdaqCM:CLVR

FQ2 2021 Earnings Call Transcripts

Thursday, August 12, 2021 9:00 PM GMT

Presentation

Operator

Good afternoon, everyone, and thank you for participating in today’s conference call to discuss Clever Leaves’ financial results for the second quarter ended June 30, 2021. Joining us today are Clever Leaves’ CEO, Kyle Detwiler, and the company’s CFO, Hank Hague.

Before I introduce Kyle, I remind you that during today’s call, including the question-and-answer session, statements that are not historical facts, including any projections or guidance, statements regarding future events or future financial performance or statements of intent or belief are forward-looking statements and are covered by the safe harbor disclaimers contained in today’s press release and the company’s public filings with the SEC. Actual outcomes and results may differ materially from what is expressed in or implied by these forward-looking statements. Specifically, please refer to the company’s Form 10-Q for the quarter ended June 30, 2021, which was filed prior to this call as well as other filings made by Clever Leaves with the SEC from time to time. These filings identify factors that could cause results to differ materially from those forward-looking statements.

Please also note that during this call, management will be disclosing adjusted EBITDA. This is a non-GAAP financial measure as defined by SEC Regulation G. A reconciliation of this non-GAAP financial measure to the most directly comparable GAAP measure, statement disclosing the reasons why company management believes that adjusted EBITDA provides useful information to investors, regarding the company’s financial condition and results of operations are included in today’s press release that is posted on the company’s website.

With that, I will turn the call over to Kyle.

Kyle Detwiler

CEO & Chairman of the Board

Thank you, Cody, and good afternoon, everyone.

The second quarter marked meaningful progress toward our long-term vision of becoming a leading low-cost multinational cannabis company and a continuation of our trajectory to achieve our near-term targets. Cannabinoid shipments continue to drive robust year-over-year revenue growth, while the market-leading efficiencies we are achieving at our cultivation facilities in Colombia and Portugal, led to improvements in adjusted EBITDA.

From a business development standpoint, we signed new partnership agreements in Australia and Mexico, widening our global distribution network to more partners and new geographies. We also launched Project Change Lives, our $25 million research initiative, which allows us to help support key U.S. cannabis research projects, while advancing Clever Leaves position in this emerging segment of the cannabis industry. Our success in expanding our footprint through new partnerships, while attaining positive financial momentum leaves us confident in the bright future ahead for Clever Leaves.

During our last call, I reminded everyone that our future success will be defined by the foundation we are busy establishing today. Our journey is still young, but I would like to highlight a few significant achievements across our core markets.

In Portugal, we continue to ramp our operation, which began to generate revenue for the company during the second quarter. It is important to remember that although we have had several successful commercial crops in Portugal, the operation is still in its early innings. We are continuing to optimize our processes as well as to adjust the clients’ evolving downstream strategies and preferences, along with international regulations. The cost profile will also need to undergo a period of optimization and refinement.

That said, we are pleased with the progress being made and the opportunities for both expansion within our existing markets and entry into new geographies. This possibility became a reality in late June when our team entered into a commercial partnership with pharmaceutical manufacturing company, IDT Australia, to export our pharmaceutical grade flower directly from our GACP certified facility in Portugal to Australia. Not only does this signify our first commercial shipment of high THC flower to Australia from our Portuguese facility, but it is also a step towards resolving Australia’s ongoing shortage of medical cannabis, which has left patients unable to access their prescribed cannabis-based medicines. We are pleased with the early days of this arrangement and are aiming to widen our distribution channel with IDT to better service and meet the demand of the Australian market.

We also further expanded our distribution network into Latin America during the quarter. In Mexico, we were quick to capitalize on the regulatory changes that now allow for the production and commercialization of medical cannabis when we announced our entry into the market through a commercial partnership with CBD Life. CBD Life is an emerging leader in the Mexican cannabis industry that offers a developing line of CBD wellness and consumer products.

Clever Leaves will act as the active pharmaceutical ingredient or API supplier for the development and manufacturing of CBD Life’s medical cannabis products beginning with CBD isolate. We are pleased to have partnered with the team experience with brand building and pharmaceutical distribution to deliver our cannabinoid products from our EU GMP certified facility in Colombia into Mexico. In what we view as an important step in our strategic growth opportunity, we aim to be an ongoing supplier of the required APIs for CBD Life’s product manufacturing purposes.

Turning to Colombia. We would, of course, be remiss if we did not address the historic decree that was signed subsequent to the quarter end that should allow Colombian licensed cannabis companies such as Clever Leaves to participate in the commercial production and export of medical cannabis flower for the first time. I will have more to say about this later in the call, but with flower estimated to represent as much as half of the global cannabinoid market, this development has the potential to double our long-term addressable market.

To further contextualize the gravity of this advancement in regulatory reform, the occasion was celebrated from a visits with the President of Columbia, Ivan Duque, and several key ministers to our cultivation facility near Bogota¡, as our operations in the country have been designated a project of national and strategic interest by the Colombian government. While flower exports from Colombia will not turn on overnight, this is undoubtedly 1 of the most significant regulatory milestones in Clever Leaves’ history. We look forward to 1 day providing our high-quality flower grown in our EU GMP certified facility to patients across the globe.

As demonstrated by the continued momentum of our global expansion, we are confident in our positioning to execute on our go-forward strategy. Further, we are optimistic about the prospects that have opened as a result of regulatory reform. In addition to the tailwinds out of Australia, Mexico and Colombia that I mentioned earlier, we are staying closely attuned to other changes across our current and prospective geographies, including evolving quality standards in Israel as well as the ongoing legalization efforts in the United States.

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Within our core geographies, all of our major operational centers are now producing revenue. I am very proud of the hard work put in by our team during the first half of 2021 and all of the exciting steps we have already made as we progress into the third quarter.

Before I discuss these recent accomplishments in greater detail and provide greater detail on our operational highlights from the quarter, I’d like to turn the call over to our CFO, Hank Hague, to provide more details on our financial performance for the second quarter.

Hank over to you.

Henry R. Hague

Chief Financial Officer

Thank you, Kyle. Turning to our financial results. Revenue in the second quarter of 2021 increased 89% to $3.7 million compared to $1.9 million in the year-ago period. This increase was driven in part by the growth in our cannabinoid revenue segment, which increased nearly fourfold from the prior year period, as we continue to pursue global business development opportunities and enter new markets with pathfinder shipment, which are typically lumpy.

In our non-cannabinoid segment, sales in our nutraceutical herbal brand business have continued to make a healthy recovery from last year’s pandemic-related impacts. On the whole, we have sustained our momentum with diversifying our revenue mix and working to further improve our positioning in key parts of the global cannabinoid supply chain. Our all-in cost per gram of dry flower in the second quarter of 2021 was $0.22 per gram compared to $0.11 in the year-ago period. This was largely due to production costs associated with ramping our early-stage operations in Portugal.

As this market grows, we expect our costs to drop as we capture economies of scale. As a reminder, this all-in cost includes both cultivation and production expenses, including those associated with extraction, depreciation, quality assurance and other supply chain-related items, which all encompass the ongoing expense of maintaining production at an EU GMP certified level of quality and traceability.

Gross profit in the second quarter of 2021 increased 157% to $2.3 million compared to $0.9 million in the year-ago period, resulting in a gross margin of 63.6%. This was largely due to strong performance in our nutraceutical business, as I just mentioned. In the coming quarters, we anticipate that future periods will track closer to our previously advised gross margin target of 61%, as cannabinoid revenue continues to scale.

Operating expenses in the second quarter of 2021 were $12 million compared to $8.2 million in the year-ago period. The increase is attributable to approximately $3 million increase in noncash share-based compensation expense as well as insurance and professional fees relating to being a public company. Across our organization, we remain committed to maintaining our prudent approach to cost control as we proceed into the second half of the year.

Net loss in the second quarter of 2021 was $9 million compared to a net loss of $8.8 million in the year-ago period in spite of a general increase in expenses, which was primarily associated with the cost of operating as a public company.

Adjusted EBITDA in the second quarter of 2021 improved to a negative $5.8 million compared to a negative $6.7 million in the year-ago period. The improvement was mainly driven by our aforementioned gross profit growth and cost management throughout the organization, including cultivation and production efficiencies.

At June 30, 2021, our cash balance was $57.1 million compared to $79.5 million at December 31, 2020, primarily attributed to our anticipated operating losses and capital investments during the year. As an additional balance sheet update in July 2021, we announced a $25 million strategic financing from Sunstream Bancorp, a joint venture initiative sponsored by Sundial Growers as well as the full repayment of our secured convertible notes due March 30, 2022, at a 90% of par value.

The financing came in the form of a secured convertible note with a 3-year maturity and an interest rate of 5% per annum. This rate represents a reduction from the prior rate of 8% per annum, which combined with the discounted principal reduction will result in over $3 million in savings for shareholders. This action bolsters our liquidity position and reduces our debt service commitments, while providing additional working capital as we continue our expansion efforts across our core markets. We are grateful to have received the support from Sunstream and look forward to further developing this partnership and remaining disciplined stewards of capital over the long term.

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Turning to our outlook. We remain pleased with the progress we have made thus far and are on track to achieve our previously disclosed year -- full year 2021 guidance. To reiterate, our aforementioned guidance reflects solid year-over-year performance with between $17 million to $20 million in revenue, gross margin of approximately 61% and adjusted EBITDA in the range of negative $24 million to negative $26 million as well as capital expenditures of approximately $10 million.

This concludes my prepared remarks. I’ll turn the call back over to Kyle. Kyle?

Thank you, Hank.

Kyle Detwiler

CEO & Chairman of the Board

In both our business and the broader cannabis industry, the pace of global regulatory reform plays a significant role in our ability to continue expanding our products reach within a growing international customer base. While we are thrilled with the progress made across several of our key geographies during the quarter and the prospects for commercial success we hope it will usher in, we recognize that communities around the world are still contending with the consequences of the prolonged prohibition of cannabis. At Clever Leaves, we operate with a mission to cultivate Mojo, Create Value and Change Lives. And this means taking proactive measures to help solve these problems, particularly those that involve supply and research knowledge gaps related to medical cannabis.

As global reforms progress and operators continue to gain greater regulatory validation, we are better able to execute on this mission. I would like to take this time to call out some of the progress we’ve made towards these efforts over the past few months.

In Australia, as I mentioned earlier, our recent partnership with IDT Australia helps address the country’s limited access to affordable pharmaceutical-grade medicinal cannabis flower products. We witnessed the long-term harm that prohibition causes firsthand, as patients suffering from chronic conditions who have been prescribed cannabis-based medicinal products found themselves unable to access the treatment due to supply shortages across the continent. We believe patients should be able to access and trust the products they were prescribed, which is why we are proud to be supplying flower from our GACP-certified facility in Portugal. While we are proud to provide cost-effective flower from our Europe cultivation facility in Portugal, we see great potential in the newly created opportunity to export and drive medical cannabis flower from our Colombian operation, a region which requires no additional investment to access 1.8 million square feet of already constructed and operating cultivation.

I spoke a bit earlier about the financial opportunities this new decree presents, including the potential to double our total addressable market and compete more effectively within the global medical cannabis market, of which flower makes up approximately half. In terms of our existing operations, the opportunity to export flower from Colombia complement for existing strong flower production, client relationships and market insights in Portugal and expands our portfolio of cannabinoid solutions for clients.

We can leverage the lessons we learned from our dry flower production operations in Portugal as we commence these operations in Columbia, giving us an additional advantage as we capitalize on this opportunity. While we may not be the only operator in Colombia, we are the only EU GMP-certified cannabis operation in Latin America today, including EU GMP certification for dry flower production. We have acquired the Colombian government’s approval and look forward to developing the traditional product offering for our growing global partner network.

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In addition to leveraging opportunities to export different forms of cannabis, we have also created an opportunity to help advance U.S. researchers understanding of the potential medical benefits of cannabis. In June, we announced Project Change Lives, or PCL, in partnership with biopharmaceutical research company in which Clever Leaves has pledged to donate up to $25 million in medical cannabis products to any eligible U.S. organization to help advance scientific research into the potential medical benefits of cannabinoids. Through this initiative, we have already helped catalyze a research study focused on DNA sequencing, announcing our first partnership with a major U.S. research institutions through supplying researchers at UC Davis with 3 of our cultivars, which they will use to study DNA sequencing and extraction as well as new methods of RNA extraction.

These landmark studies share our commitment to rigorous scientific exploration of cannabinoid medicines potentially life-saving applications. We are proud to be spearheading this contribution to the cannabis industry, one of the largest of its kind that I’m aware of, and we look forward to supporting world-class team of scientific researchers at UC Davis and other qualified U.S. institutions.

Finally, we have also continued to drive progress in our European operations. In addition to sending our first commercial shipment of high THC dry flower from Portugal to Australia through our IDT commercial partnership, construction on our Portuguese cultivation expansion and the new post-harvest facility remains relatively on track. We currently expect our construction at our cultivation facility to be completed by year-end with our post-harvest facility up and running by the end of 2022.

I am very proud of all the hard work our team has put in to help us achieve these accomplishments and further position us as a supplier of choice within the global B2B cannabinoid supply chain. In the second half of 2021, we will remain focused on working to further expand our international distribution network to build and support global partnerships and to capitalize on regulatory tailwinds and development in the geographies in which we focus.

Our work is not yet done as we continue our construction efforts and production ramp in Portugal, begin working towards flower export preparations in Colombia and closely monitor changes in quality standards and approval processes across our geographies. I’m looking forward to making further progress on our long-term strategy and seeing it through to our vision for Clever Leaves at maturity. I believe we will now open the call up for Q&A

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Question and Answer

Operator

[Operator Instructions]

And our first question is coming from the line of Bobby Burleson with Canaccord.

Robert Joseph Burleson

Canaccord Genuity Corp., Research Division

Congratulations on the continued progress, great to talk with you this afternoon. So I think I’d start with your target model when we talk about the current footprint at maturity. You guys are talking about doing $220 million in revenue and $90 million in EBITDA, but you also called out an estimated CapEx to get to that outcome of $50 million. And I’m wondering -- I know it’s too early right now to revisit that number, given the decree just happened in Colombia, but I’m curious kind of general order of magnitude, how the capital intensity there might be reduced if you’re able to shift more of that flower export to the Colombian operation. Just curious kind of what the optionality is there for you?

Kyle Detwiler

CEO & Chairman of the Board

Great. Yes. Thanks for the question, Bobby, and good to hear from you. The decree is relatively young, and we are waiting for subsequent resolutions and regulations, which will help clarify some of the other details around Columbia flower exports. Nevertheless, I think you are definitely thinking about 1 of the main questions that we are thinking through. We have definitely constructed our capacity in Colombia at a much lower cost per square foot. That facility is also already EU GMP certified. So it makes it slightly easier to expand within there. But nevertheless, it’s still a bit too early. If we are able to replicate that flower that we were previously planning to cultivate in the Portuguese facility, the $50 million CapEx number could be substantially reduced. I don’t think we’re in a position to provide sort of any new estimates if that scenario were to develop, but we do anticipate and expect it to come down if we are able to export from Colombia seamlessly.

Robert Joseph Burleson

Canaccord Genuity Corp., Research Division

Fantastic. And then I guess a quick -- well, another question, if not really a follow-up. On the nutraceutical business, yes, it’s still obviously a big footprint on your guidance this year. It sounds like the momentum there is healthy, maybe a little bit more beneath the hood there in terms of what’s going on? What kind of trends are you seeing, both in terms of just volume that’s moving through distribution there, maybe additional kind of opportunities for shelf space. How much -- how dynamic is that business in your view?

Kyle Detwiler

CEO & Chairman of the Board

Yes. Well, I definitely am very encouraged by the results. We, I think, are benefiting from 2 major forces here. One is in 2020, U.S. retail, especially in sort of the nutraceutical channel was significantly impacted by COVID-19. So when stores were closed as deemed nonessential, that had a negative implication for our business. And in 2021, until recently, it looks like things were getting much better. We have to keep our vigilance with COVID, the Delta variance, but we are very encouraged up until recently or up till now.

I think the second factor is this business, which we acquired in 2019, was family run for 30 years. And we have upgraded the organization and gradually expanded distribution. That means new retail partners and that means more SKUs within those partners and more stores within those partners. So I think we’re very pleased with the progress over time, and hopefully, there will be more to come.

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Robert Joseph Burleson

Canaccord Genuity Corp., Research Division

Great. And then just with your pipeline outside of nutraceuticals, you’ve got for general geographies that you highlight, Europe being the biggest. Curious whether or not as we look out to ‘22 and beyond, which one of those geographies you would expect to kind of gain in terms of its overall mix of pipeline?

Kyle Detwiler

CEO & Chairman of the Board

Yes. At this point, we haven’t made any statements about 2022 yet. Nevertheless, if you’re comparing 2022 to 2021, there are new geographies, which are becoming more offering greater potential. Some of those countries are in Europe like -- depending on whether you count the U.K. as part of Europe, some of those might be in Latin America, like Mexico, again, kind of depending on how you classify it. But we also don’t assume any product comes into Canada and the United States. So it all really just depends on regulation. But I think we’re probably expecting global growth across all the different geographies, but a bit too early to say how much the geographic mix will shift.

Robert Joseph Burleson

Canaccord Genuity Corp., Research Division

Are there any geographies that you expect to expand in terms of mix? Or right now, you’re just thinking of them all kind of growing at a similar pace?

Kyle Detwiler

CEO & Chairman of the Board

Certain markets are in greater steps of their growth curve than others. Germany has been a market where cannabis has been around for several years. So growth might look more incremental rather than revolutionary, I suppose. Whereas Brazil, we are at the very early innings, very few companies are able to commercialize products. We believe we are among the earliest path there. And so that will be kind of building from Square One. So you are likely to see greater growth in markets such as that. But again, it’s a bit too early to tell.

Operator

[Operator Instructions]

Our next question is coming from the line of Vivien Azer with Cowen.

Vivien Nicole Azer

Cowen and Company, LLC, Research Division

Just focusing perhaps a little bit more near term. I appreciate all the commentary around kind of long-term aspirations in 2022, which is hard to predict. But if we just kind of dial in to the back half of 2021, you guys are reiterating your revenue guidance. It would imply a lot more incremental revenue sequentially than you posted in 2Q versus 1Q. So if you could offer some color on how we should think about the phasing of that between the third quarter third quarter and the fourth quarter and what the principal drivers of that would be, that would be helpful.

Kyle Detwiler

CEO & Chairman of the Board

Great. Thanks, Vivien. And definitely, that is a very logical conclusion from the reiteration of guidance. I think the business in the pipeline is looking good. As we sit in sort of the pathfinder phase of a lot of our commercial partnerships, there is significant lumpiness to that, which makes it a little tricky to predict quarter-to-quarter. But as we get towards the back half of the year and further down the road with some of our contracts, our hope and our anticipation is that pathfinder lumpy shipments turn into something a bit more predictable and repeatable.

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On top of that, we do also have a number of partnerships or initiatives, which were always expected to be in the back half. And many of these are subject to regulatory considerations largely out of the company’s control, new quality standards, pharmaceutical drug registrations or approvals, things that could be subject to delays caused by resurgences in COVID. But right now, we still feel pretty good about it. There are lots of opportunities. That’s why the range remains relatively wide at this point. And we still feel good about the pace of the business so far.

Vivien Nicole Azer 

Cowen and Company, LLC, Research Division

Okay. Understood. Moving on to gross margin. I heard loud and clear on the incremental depreciation and you have just said, the headwinds around scaling, but the full year guide of 61% would suggest an accelerating pace of margin degradation in the back half. Should we think about that as flowing through evenly in 3Q, 4Q? Or is there something that we should be contemplating that would have an outsized impact on 1 quarter over another?

Henry R. Hague 

Chief Financial Officer

Vivien, it’s Hank. Thank you for the question. We have reiterated our guidance at 61%. The major driver in our strong margin performance in this quarter was the Herbal Brands business, where it was disproportionately larger than our cannabinoid business. So we expect -- as we anticipate in our pipeline as we see it going forward, greater and greater quantities of cannabinoid shipments, we expect the margin to work a little bit lower on a combined basis. And we’d expect that to glide smoothly or slowly into that range.

Vivien Nicole Azer 

Cowen and Company, LLC, Research Division

And is that -- I mean, I would anticipate that continues into 2022. I’m not asking me to offer 2022 guidance. I know that’s premature. But like at what point does your revenue mix allow for kind of a normalization or a stabilization of gross margin?

Henry R. Hague 

Chief Financial Officer

Yes. When that occurs, our expectation is that we’re more fully selling more cannabinoid business than non-cannabinoid business. We’d be looking at a higher utilization of our Portuguese flower business, which is just getting started. As you know, we’re under construction for a significant expansion there. And that sort of the timing of when we’d expect to adjust. And this is obviously forward-looking, but as things develop in Colombia and the volumes grow there, we would also expect to have lower cost per gram, driving the gross margins higher as well.

Vivien Nicole Azer 

Cowen and Company, LLC, Research Division

Understood. That’s helpful. Last 1 for me. The deal that you did with Sunstream and addressing the converts? Like is the interest expense that you booked in the second quarter -- is that a good run rate? Or should it improve a little bit from here?

Henry R. Hague 

Chief Financial Officer

Yes. I expect it to improve mainly because our interest costs were significantly reduced. We were at 8% on that large note -- and our new note is at 5%. So I do expect it to decline.

Vivien Nicole Azer 

Cowen and Company, LLC, Research Division

Okay. That’s helpful. Appreciate the color.

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Operator

[Operator Instructions]

Our next question is coming from the line of [ Misha Vasilchikov ] with Argo Capital Advisors.

Unknown Analyst

I appreciate all the updates. Just a little more clarity around if and any progress being made in Brazil? And then sort of the follow-up question to that, any highlights around Cansativa and your investment there in terms of additional sort of breakouts into the broader European market?

Kyle Detwiler 

CEO & Chairman of the Board

Great. Yes, and thanks for the question. So on Brazil, we definitely are in a innovation state with getting some of the country’s first cannabinoid products registered. So not only are we learning as we go, but the Brazilian regulatory authorities are learning as they go. So progress remains at a pharmaceutical pace, which is something that Clever Leaves is uniquely capable of tackling because of its strong focus on quality as exemplified by both the Colombian GMP certification and a European certification. So we are working through things smoothly. So no warning signs at this point, but there are unanticipated matters that pop up, which we now factor into sort of normal course business in almost everything we do.

On Cansativa, if we almost think about this as sort of a question about the greater German opportunity, probably have kind of two things to say. I think the first is that we are starting to see more operators enter the space. We see that data point through Cansativa, which has greatly broaden the number of suppliers entering in the market. And I actually think that’s really a good thing. It’s important to remember that the true competition at this point is not other producers, it is an unregulated source of supply for a patient, or it is a patient not knowing or being able to access that medical products. So the more companies that are there to help educate physicians and/or patients the better. On top of that, I would say other data points that we are seeing through Cansativa are that product diversity is increasing gradually.

So yes, there are new suppliers of cannabis flower and there are also increasing number of players entering on the extracted product side. which is great for us as we have a partnership with Ethypharm, one of the largest specialty pharma companies in Europe focused on the central nervous system. And so that product will hopefully be coming to market relatively soon. And so I think everything looks pretty good. We keep the big picture in mind in Germany. We’re still dealing with 1 in a 1,000 people in Germany using medical cannabis versus the U.S. and Canada boast figures north of 10 in a 1,000 people. So a lot of potential and the market, I think, is gradually and healthily evolving.

Operator

At this time, this concludes our question-and-answer session. I’d now like to turn the call back over to Mr. Detwiler for closing remarks.

Kyle Detwiler

CEO & Chairman of the Board

Thank you all for joining, and we look forward to the next quarterly results.

Operator

Ladies and gentlemen, this does conclude today’s teleconference. You may disconnect your lines at this time. Thank you for your participation.

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EX-99.2

Exhibit 99.2

August 2021

Why Clever Leaves? 1 Low - cost, pharma - quality cannabis production through Colombian and Portuguese operations We believe we have an opportunity to scale efficiently as a result of structural cost advantages. $57 million cash on hand provides an opportunity for durability and ability to execute our plan (1) Global cultivation footprint of 1.9M sq. ft., ~1/2 of Colombia’s national and ~18% of global THC quota (2) EU GMP, INVIMA GMP, GACP certified Colombian cultivation and post - harvest facilities; named Project of National and Strategic Interest by Colombian authorities; GACP certified Portugal cultivation We believe our non - cannabis nutraceutical platform, Herbal Brands, can be leveraged for U.S. market entry and CBD product launch (1) Reflects cash balance on June 30, 2021. (2) Source: International Narcotics Control Board We believe we are well positioned to benefit from U.S. federal regulatory reform and other international market legalization

2020/2021 Key Milestones and Accomplishments 2 Financial Highlights Operational & Regulatory Highlights Target 2021/2022 Key Milestones Execute on fulfilling customer orders and addressing regulatory requirements Begin distribution of branded medical cannabis products in Germany Commercially launch first CBD product in the US Completed the largest SPAC deal in cannabis industry in 2020; ~$80MM in pro forma cash Dec. 2020 CLVR made its debut on the Nasdaq Dec. 2020 Clever Leaves added to NYSE - listed Cannabis ETF, THCX Feb. 2021 Obtained GACP certification in Colombia June 2020 Awarded EU GMP certification in Colombia July 2020 Licensed to cultivate, import / export cannabis in Portugal Aug. 2020 Declared Project of National and Strategic Interest by Colombian Government Sept. 2020 Obtained GACP certification in Portugal Mar 2021 Commercial Highlights Launched B2B business platform (Feb. 2020) Feb. 2020 Initiated commercial relationships with a diverse set of partners 2020/21 Expanded distribution capabilities to 15+ countries across 5 continents Feb. 2021 Portfolio Company, Herbal Brands subsidiary received first CBD shipment imported from Colombia Feb. 2021 Closed out 2020 with revenue growth of 55% y/y; YTD’June 2021 revenue growth of ~47% y/y May 2021 Feb. 2020 Expand and announce new commercial partnerships (1) Subject to obtaining regulatory approvals, levels of customer demand and other factors referenced on slide 26 that could impa ct our ability to achieve key initiatives. Announced agreement to supply finished CBD products for the Brazilian and Peruvian markets. Apr. 2021 Delivered first revenue from Portugal in Q2 2021 First legal shipments of Colombian cannabis to US, with DEA import permits July 2021 Closed $25mm financing from SunStream and simultaneously saved $3mm by redeeming existing Convertible Note Announced entry into Mexico; Sent first commercial flower shipment to Australia Jun 2021 July 2021 Export of Colombian cannabis flower authorized by Presidential decree at Clever Leaves facility Formulate partnerships with leading US universities through Project Change Lives Prepare Colombian flower for sale, given regulatory change New New

3 • The cannabis industry has been defined by Canadian Licensed Producers (LPs) and US Multi - State Operators (MSOs) • Clever Leaves is focusing on being a leading Multi - national Operator (MNO), with several defining characteristics: Defining a Multi - National Operation (MNO) 3 Capital efficient business model B2B Focus on Cultivation and Extraction Not confined to a single geography No 280E taxes; business model creates new financing options; NASDAQ listing Tailwinds from further legalization unlike those losing initial market protections

Distribution 4 B2B Powered Platform Genetics Cultivation Extraction Research & Development Brands Manufacturer and distributor of health and wellness products selling in over 15,000 retail locations in the US NORTH AMERICA EUROPE PORTUGAL Licensed producer headquartered in Lisbon, with an 85 ha property in the south of Portugal, 1 ha of GACP - certified greenhouse cultivation with expansion underway, and a vision to construct GMP - certified pharmaceutical and processing facilities Frankfurt – based pharmaceutical brand and importer/distributor of medical cannabis product LATIN AMERICA Licensed producer of medical cannabis and hemp with 1.8M sq. ft. of GACP - certified cultivation and the region's only EU GMP - certified extraction operation. Oils, isolates and other extracted permitted. July 2021 Presidential decree authorized flower export COLOMBIA/LATAM At its core, Clever Leaves aims to leverage its low - cost and pharma quality products and to selectively sell downstream Minority investor in GDP and GMP - certified pharmaceutical company focused on cannabis importation and distribution Exclusive distribution partnerships BRAZIL GERMANY GERMANY

Colombia Leading the World 5 “Colombia looks to become the world’s supplier of legal pot” – Washington Post (March 10, 2018) Over 70% of all cut flowers imported into the US come from Colombia (1) Bogota 0 ƒ Equator Equatorial location creates ideal 12/12 hour cycle of sunlight for flowers “Given its cost advantages, we believe Colombia is positioned to become a major global export hub for cannabis, particularly if producers pursue EU GMP - compliant operating practices.” – Canaccord Genuity “Colombia seeks to be a cut above on cannabis” – Financial Times (July 20, 2019) (1) Source: US Customs and Border Protection

Ideally Suited for Industrial Scale Production 20 ƒ F (1) / 6.3 hours of daylight (1) Average cost per gram of $2.07 (2) Licensed cannabis companies: 730+ Average elevation: 567 ft Canadian cannabis 65 ƒ F (3) / 12 hours of daylight (4) Average cost per gram of $0.14 (5) Licensed producers: 5 - 30 (5) Average elevation: 8,300 ft Colombian cannabis Cost Advantage: VS VS VS 3x 5x 9x Note: 1.30 CAD = 1.00 USD as of 11/06/20 Source: Bureau of Labor Statistics, Health Canada, St. Louis Fed, The Colombian Ministry of Justice, WSJ barrel breakdown (2016), National Bureau of Statistics of China (249 workdays in 2019 via china.workingdays.org) (1) Based on median temperature and hours of daylight for major cities for coldest month of the year (2) Average of FY2019 cost/g for APHA, ACB, TLRY and SNDL. Refer to public filings for more detail on breakdown of costs (3) Average temperature for coldest month of the year (4) Winter statistic (5) Reflects Management’s estimates (US$) 6

• Regulatory Advantages – Decree authorizing export of dry cannabis flower – Well - positioned to capitalize on this opportunity leveraging 1.8 mm sq. ft. of cultivation space, possessing CUMCS GACP certified cultivation facility with EU GMP certification and 30 - plus cannabinoid genetics registered in Colombia • Optimal growing conditions – Colombia’s location near the equator provides 12 hours of daily sunlight throughout the year, quality soil, abundant water and warm weather ▪ Allows for year - round cultivation without artificial light ▪ High elevation leads to improved pest mitigation ▪ Dominant in flower exports ▪ Well established infrastructure • Cost advantages – Minimum wages in Colombia are considerably lower than in Canada (<$2.00 per hour versus $8.00 - $12.00 per hour) – Clever Leaves’ projected production costs of less than $0.20/gram (1) , well below the average Canadian costs of $2.07/gram Colombia Operating Advantages 2020 Cost per Gram of Dry Cannabis Flower (US$) (1) Canadian average: $2.07 7 CapEx per Square Foot of Cultivation Space $14 ~ $200 CL Canadian Average (1) (2) $0.14 $1.46 $1.63 $1.94 $3.24 Note: 1.26 CAD = 1.00 USD as of 3/31/21. Represents “All - in” cost/g (incl. D&A and packing) for FY20 or Q1’21 where applicable. Refer to slide 26 for further disclosures regarding non - GAAP financial measures Source: Company filings. Refer to filings for more detail on cost breakdown (1) Source: Management projections; cost/g includes cultivation and production expenses, including extraction, depreciation, quality assurance and other supply chain - related items. Capex per sq. ft. for Colombia greenhouse only, represents total capex, including extraction capex, divided by total sq. ft. of cultivation (2) Canadian peer set of ~$200 per sq. ft. Canadian peer set includes ACB, APHA, HEXO, OGI, SNDL and TLRY. Represents sum of FY2017 - 19 total capex, including extraction capex, divided by total current sq. ft. of cultivation space; average across peer set is rounded for illustrative purposes

425,000 300,000 200,000 104,400 56,000 45,600 324,400 Valens Medipharm Neptune Clever Leaves Radiant Aurora Global Leader in Cultivation and Extraction Note: Per publicly available information Source: Company filings and corporate websites (1) Consists of 1.8M sq. ft. cultivation capacity in Colombia and 0.1M sq. ft. capacity in Portugal (2) Represents 12 hectares converted to sq. ft. at 1 ha:107,639 sq. ft. (3) Adjusted for the closing of the Zenabis acquisition in 06/21 (4) Represents completion of phases 4A - B of Moncton facility when fully operational (5) Internal extraction capacity as of 09/30/19 MD&A Clever Leaves has both the cultivation scale of the leading Canadian LPs and select US MSOs, and the extraction capabilities of Canada’s top tier cannabis extractors Current Cultivation Footprint (sq. ft.) Current Annual Dry Flower Extraction Capacity (kg / year) (2) (3) (Current) (5) Expansion potential with limited capex (1) (1) (4) 2.7M 2.7M 2.2M 2.0M 2.0M 1.9M 1.5M 1.2M 1.2M 0.7M 0.4M 8

EU GMP can help to unlock higher price points and creates early mover advantage EU GMP Certification Accelerates European Pharma Expansion 9 Not EU GMP - Certified (1,000’s) EU GMP - Certified Flower Producers (10+) EU GMP - Certified Vertically Integrated Botanical Extractors (<10) Clever Leaves achieved EU GMP certification in July 2020, bolstering its competitive advantage and status as a leader in the global pharmaceutical cannabis industry Note: Clever Leaves’ Colombian facilities received EU GMP certification in July 2020 Source: Company filings, EudraGMDP database, press releases, MJBiz Daily “More Canadian cannabis…EU GMP certifications” publi she d 03/09/20

Colombian Cultivation 10 Cultivating since November 2018 GACP - certified in May 2020 EU GMP - certified in July 2020 1.8M sq. ft. of licensed greenhouses 136 700 Select Canadian LPs Project Apollo Project Apollo’s Potential (hectares of cultivation) (1) Project Apollo has the potential to be over 5x larger than the current cultivation of the top Canadian LPs combined (1) Current Greenhouse Cultivation Site Note: 1 ha:107,639 sq. ft Source: Company filings, Wall Street research (1) Sum of APHA, ACB, WEED, HEXO, OGI, TGOD, TLRY, SNDL current cultivation capacity Greenhouse Site #1 Size (30 ha) for reference Project Apollo ~700 ha Initial Test Site Project Apollo: Colombian Outdoor Cultivation Site ~73M sq. ft. of open field cannabis cultivation potential to create a global leader 40,000 sq. ft. post - harvest processing facility Preliminary tests to optimize cultivation techniques and genetics

Colombian Pharma - Grade Extraction Operations Systems Bulk Products End Products Three CO 2 extractors installed Distillation and isolation equipment THC removal capabilities Crude Oil Extracts Distillates Isolates Spray Bottles Tinctures EU GMP - Certified Laboratories Expansion EU GMP - certified as of July 2020 INVIMA GMP - certified (Colombia / LatAm) ISO 8 production areas QC lab with UHPLC, GC, and MS systems Fully equipped R&D lab Facility currently occupies ~45,000 sq. ft., with ~25,000 sq. ft. of expansion potential . 11 EU GMP - certified facility with 104,400 kg per year of dry flower extraction capacity, expandable to 300,000+ kg per year with limited investment

Portugal Operations are Scaling 12 Clever Leaves Portugal is one of a limited number of licensed and GACP certified cannabis operations in Europe. Our operations generated first revenue in Q2, and expansion is underway for additional productive capacity and genetics capabilities Favorable Regulatory Framework Attractive Climate and Low - Cost Position in the European Union Stable Economy with Available Infrastructure and Talent Ability to Compete in Flower Current Facilities ~110,000 sq. ft actively producing greenhouse and post - harvest facility Cultivation Expansion ~150,000 sq. ft. cultivation and R&D expansion in progress Expansion Potential: • Cultivation expansion and GMP post - harvest capabilities upgrade (2022) in process • 9M+ sq. ft. of agricultural and agro - industrial land Active Production: • Current commercial strains achieving 20%+ THC • GACP certification achieved in March 2021 Licenses Secured: • Licenses for cultivation, import and export received in August 2020

Current Internal Cultivation (sq. ft.) 1,900,000 ~1,300,000 (1) ~80,000 NA ~21,000 (2) NA EU GMP - Certified x X X X X X 2021 Extraction Quota for THC Products (3) 59,000 kg Not disclosed Not disclosed X X X Access to THC Flower Production (4) x (Portugal) X X x (By ParentCo ) x (By ParentCo ) x (By ParentCo ) US Operations X X Scale and Strategy Set Clever Leaves Apart from LatAm Operators Parent companies de - emphasizing LatAm subsidiaries and focusing on core operations Source: Company filings, press releases (1) Represents 12 hectares converted to sq. ft. at 1 ha:107,639 sq. ft (2) Excludes 800 acres of outdoor grow space (3) For Clever Leaves, extraction quota includes commercial quotas of 55,770 kg and R&D quotas of 3,645 kg. Comp breakdown not publicly available. 13

Geography 2019 Population (1) 38 million 327 million 741 million 211 million 2019 GDP (1) (US$) $1.7 trillion $21.4 trillion $18.8 trillion $1.8 trillion Cannabis Legality Legal and regulated Federally illegal Country - specific Federally legal medical Start - up Costs Low West Coast: Very Low East Coast: Moderate High High EU GMP Required No No Yes Yes (2) Number of Licensed Cultivators ~554 (3) 2,000+ (4) ~50+ (5) 0 Average Price per Gram of Cannabis Flower at Retail (6) (US$) Note: Nominal GDP; $ in US$; 0.84 EURO:1.00 USD, 1.30 CAD = 1.00 USD as of 11/06/20 (1) Source: World Bank Open Data; US Bureau of Economic Analysis 1Q 2020 GDP Estimate published 05/28/20 (2) ANVISA GMP or equivalent required for certain products but not all compassionate use products (3) Source: Health Canada as of 05/22/20 (4) Source: AmericanMarijuana.org (5) Source: Prohibition Partners “The European Cannabis Report” published in January 2019. Reflects 2018 prices (6) Average prices rounded to nearest $0.10 (7) Source: StatCan. Reflects 4Q 2019 retail prices (8) Derived from US spot rate wholesale prices per pound. Reflects 2019 average (9) Assumes retail premium to wholesale equal to Canada (10) Source: MJBiz Daily “Germany reveals wholesale…windfall for suppliers” published on 11/22/19 (11) Source: priceofweed.com/prices/Brazil.html Europe United States Canada (8),(9) Focused on Large, Highly Regulated Markets (7) (4) (10) The combination of high start - up costs, regulatory viability, and pricing differentiates the ~1 billion person market between Europe + Brazil 14 ~ $7.40 ~$5.10 Canada US ~ $9.30 ~ $22.00 Europe Germany Brazil ~ $4.25 Brazil (11)

1 10 13 Germany Canada US Germany: Leading European Medical Cannabis Demand 15 Note: US$. 0.84 EURO = 1.00 USD as of 11/06/20 (1) Assumes 2% of Germany’s population of 83M are potential medical cannabis patients (2) Source: GKV - Spitzenverband . Numbers may not sum due to rounding. Note: some adjustments to categories happened in 2019, so values of categories may not be directly comparable between 2018 and 2019 (3) Source: Prohibition Partners “The Germany Cannabis Report” published October 2019 (4) Source: INSIGHT Health data; as of Q3 2019 (5) Source: StatCan ; as of 09/30/19 (6) Source: Marijuana Policy Project; as of 05/28/20 German Medical Cannabis - Industry Framework Cannabis Sales in Germany (2) Germany’s medical cannabis industry has continued to grow rapidly, now with over 100,000 patients, and estimated to grow to a potential of 1,600,000 patients by 2024 (1) Potential near - term growth • Largest market in Europe • An estimated $260M of sales in 2020 (2) ; estimated to rise to over $8B by 2028 (3) • Patient penetration remains low Pharma market structure • No dispensaries in Germany • Narcotic prescriptions from physicians required • EU GMP certification required • Strict quality and documentation standards (US$ in M) German Medical Cannabis Patient Penetration Current Medical Cannabis Patients per 1,000 People (4) (6) (5) (2) Potential for ~13x growth without factoring in recreational potential • 14% ownership of existing distributor with board seat • Approval over LatAm imports • Fully owned subsidiary – Clever Leaves Gmbh – license applicant with the Iqanna pharmaceutical brand and a focus on wholesale, large - scale distribution Importing cannabis requires partnership with specialized controlled substance importation companies • Pharmaceutical service and logistics partner • European manufacturer and distributor of pharmaceutical products Pharmaceutical brand $37 $86 $85 $29 $38 $66 $17 $22 $45 $31 $55 $64 $ 260 2020 2018 2019 $ 114 $ 201 +76% Non - Reimbursed Sales Estimate Flower Finished Pharma Products Preparations +29%

Brazil Requires Import of Medical Cannabis 16 In December 2019, the Brazilian health authority, ANVISA, agreed to permit the importation of medical cannabis products while prohibiting domestic cultivation Before The previous medical cannabis structure in Brazil required patients to get individual authorizations to import medical cannabis products, which proved insufficient to meet growing demand Source: MJBizDaily, Prohibition Partners LatAm, New Frontier Data (1) In the first 36 months of medical legalization New Opportunity Bulk cannabis imports to Brazil are now allowed for the first time – Focused on importing extracts as semi - finished raw material for sale directly to patients through pharmacies – Denies cultivation of medical cannabis in Brazil – Manufacturers must have GMP production standards certified by ANVISA – Tropical zone stability data often required for products, and typically not pursued by North American or European pharmaceutical or cannabis companies Clever Leaves is working towards capitalizing on early mover capabilities in Brazil, as we have recently secured several supply contracts, including take - or - pay agreements Brazilian Regulatory Environment Cannabis is legal for medical and industrial uses, and partially decriminalized for recreational use Brazil has the potential to become the country with the most cannabis patients in Latin America Medical: Obtain through a doctor’s prescription only Recreational: Decriminalized growth and use since 2006, but sale and purchase remains illegal Over 3 million possible cannabis patients (1) 210 million total population

Herbal Brands Overview 17 • 30 - year brand history – Positioned as an active lifestyle line for active users – Control all aspects of products and distribution • 45+ employees, including sales, marketing, and product development, manufacturing – GMP manufacturing center in Tempe, AZ – Sales reps throughout the US – Call center/inside sales reps located in Paris, TN • Nationwide distribution across US through four primary selling channels, providing access to ~15,000+ locations: – Traditional mass retailers (Walgreens, CVS) – Health food chains (GNC, Vitamin World, Vitamin Shoppe) – Smoke Shops (specialty stores that serve the cannabis and related industries) – Online retailers (Amazon and direct to consumer) • Began importing CBD from Colombia to the US in Q1’21 – Initial CBD brand launch for targeted for Q4’ 21 – Q1’22 High Quality National Customer Base (Sign on after CLVR acquisition) To enhance access to the US market and secure relationships with potential key distribution partners, in 2019, Clever Leaves acquired a branded nutraceutical company and rebranded it as Herbal Brands .

Project Change Lives: US Research Initiative 18 In June 2021, Clever Leaves pledged to commit a historic $25M retail value of medical cannabis products, at no cost, to researchers at any eligible U.S. academic or research organization • Clever Leaves aims to supply up to 250,000 bottles of pharmaceutical - grade cannabis oils or ~5 tons of medical cannabis flower that will help U.S. research institutions develop new therapies and advance their scientific understanding of the cannabis plant and its potential medical benefits. • Clever Leaves launched Project Change Lives following a multi - year pathfinding exercise, including CLVR’s first DEA - authorized THC and CBD exports to the US in 2020. • In June 2021, Clever Leaves launched an active call for proposals from researchers at accredited facilities, becoming the second 1 publicly announced source of cannabis for U.S. research purposes. Initial funded studies include a DNA/RNA investigation in collaboration with University of California, Davis. • Project Change Lives offers a legal path for importing THC and other cannabinoids to the U.S. and serves as Clever Leaves’ charitable contribution to the cannabis industry. “…We have the capacity and competencies to consistently provide universities, hospitals, and research institutions a variety of formulations for all types of medical research.” 2 - Clever Leaves 1 The University of Mississippi’s Marijuana Project was previously the sole source of whole plant cannabis products for U.S. re sea rch purposes, as approved by the National Institute on Drug Abuse (NIDA). 2 Clever Leaves Management, Financial Times , “Medical cannabis from Colombia can change lives.” Project Change Lives addresses the insufficient supply of high - quality, EU GMP - certified medical cannabis available to U.S. researchers, while supporting the stated goals of: High - Quality Cannabis Research Novel Study Designs Efficient Patient Outcome Collection Research Method Standardization Supporting Women and Underrepresented Cannabis Researchers Data Usage by Diverse Stakeholders

Building the B2B Sales Pipeline Clever Leaves’ goal is to become a hub in the global cannabinoid supply chain 19 2021E Pipeline By Region (1) • Accelerate time to market • Ensures future supply availability via Latin America’s only EU GMP - certified cannabis facility • Enables asset - light go - to - market strategy and quicker returns on investment, which is imperative for companies with less access to capital or more heavily focused on profitability Why Companies Choose Clever Leaves? Global & Expanding Customer Base (1) Excludes potential Herbal Brands revenue 39% 24% 18% 19% Europe LatAm Oceania/Asia ROW United Kingdom Germany Legend Focus Markets Exports/Agreements Cultivation & Production Canada United States Mexico Peru Chile Brazil Spain Poland South Africa Italy Israel New Zealand Australia Portugal Colombia

Financial Projections Financial Forecast Revenue Breakdown by Product 20 (US$ in M) CapEx Flower Herbal Brands Extracts Branded Cannabinoid Products 2021E 2020 $100 1) Assumes Portugal expands its cultivation facilities on its existing footprint to a total of 8 hectares, including 3 additiona l h ectares of support infrastructure including an additional post - harvest facility, and sells 50% of its production as GMP flower a nd the remaining 50% as GACP flower, totaling ~41,000kg per year for an average price of ~€2.35 per gram of dried flower equivalent. Assumes Colombia utilizes all its existing 16 hectares, increases yields by 10%, and sells 80% of its products as pharma grade products and the remaining 20% as CBD wellness products, totaling ~67,500k g per year of dried flower equivalent for an average price of ~$1.45 per gram of dried flower equivalent. Assumes Herbal Brands increases topline revenue to $12M per year. These projections assume a su fficient level of sales to purchase the saleable, final product as well as licenses, quotas or other regulatory approvals to sel l the aforementioned volumes. These figures are subject to the risks and uncertainties that we disclose in the Risk Factor section of our Form 10 - K. 2) The State of Legal Cannabis Markets – 7th edition. 3) Estimates do not include flower sales from Colombia Est. CapEx to achieve outcome Est. recurring annual CapEx $4 $3 - $5 $2 - $3 $50 (1) $10 6% 79% 15% 14% 63% 10% 13% $12 $17 - $20 $220 ~ $500 ($23) ($26) - ($24) $90 ~$200 61% 61% 65% 70% 2020 2021E Current Footprint at Maturity Long Term Target Revenue Adj. EBITDA Gross Profit % ~1% of 2024 global cannabis market (2)

Quantifying Clever Leaves’ Upside for Incremental THC Sales 1) United Nations INCB (https://www.incb.org/documents/Narcotic - Drugs/Status - of - Estimates/2021/EstJan21.pdf), 2) Assumes Portuga l expands its cultivation facilities on its existing footprint to a total of 11 hectares of cultivation, 3 hectares of which are for support services such as R&D and propagation, as well as additional support infrastructure. Assumes sales are comprised of 50% EU GM P f lower and the remaining 50% are GACP flower, totaling ~41,000kg per year for an average price of €2.35 per gram of dried flow er equivalent. Assumes Colombia utilizes all its existing 16 hectares, increases yields by 10%, and sells 80% of its products as ph arma grade products and the remaining 20% as CBD wellness products, totaling ~67,500kg per year of dried flower equivalent fo r a n average price of $1.45 per gram of dried flower equivalent. Assumes Herbal Brands increases topline revenue to $12MM per year. Assume s a sufficient level of customer demand and sales as well as obtaining the licenses, quotas, and other regulatory approvals. Thes e figures are subject to the risks and uncertainties that we disclose in the Risk Factor section of our Form 10 - K Opportunity 21 Illustrative Revenue and EBITDA Impact (US$ in M) • As markets for pharma grade and high THC products continue to open, Clever Leaves is well positioned to capitalize on those high margin opportunities due to its EU - GMP and GACP certifications, low - cost advantage and large quotas (18% of global legal medical cannabis production quota for 2021) 1 • Furthermore, Clever Leaves is built for growth, profitability and operating leverage resulting in significant EBITDA growth as sales increase • We believe if Clever Leaves can use the entirety of its current quota for high THC sales, it has the potential to add ~$62M to the Company’s topline, and ~$50M to profitability given the high gross margin and EBITDA flow through Revenue Incremental High - THC Revenue Potential High - THC Revenue Scenario $62 $50M+ EBITDA flow through

Capital Structure Valuation ($M) 22 Shares Outstanding (Treasury Stock Method) (M) 27.2 Price Per Share (1) $11.10 Pro Forma Diluted Equity Value 301.9 Plus: Debt 35.3 Less: Cash (57.1) Pro Forma Diluted Enterprise Value $280.2 Clever Leaves Holdings, Inc. Capitalization (shares in thousands) Gross Shares Treasury Stock Method Share Class Reference Count % of Total Exercise Price Count % of Total Common Shares (2) 25,127 53.8% – 25,127 92.4% Restricted Shares/RSUs (3) 1,644 3.5% – 1,644 6.0% Common Shares Outstanding (4) 26,771 57.3% 26,771 98.4% Management Incentive Options 803 1.7% $0.00 - $28.89 422 1.6% Lender Warrants 64 0.1% $26.73 – – Warrants (5) 17,777 38.1% $11.50 – – Fully Diluted Shares 45,415 97.2% 27,193 100.0% Sponsor Earnout (6) 570 1.2% $15.00 – – Management Earnout Tier 2 (7) 720 1.5% $15.00 – – Fully diluted shares plus performance-based awards 46,705 100.0% 27,193 100.0% Footnotes (1) (2) (3) (4) (5) Includes 4.9M of SPAC Sponsor Warrants. (6) (7) The 720K earnout shares for the Company's management will be issued to the Earnout Shareholders at the direction of the company's board of directors (or any committee designated thereby) only if the closing price of the company's common shares on Nasdaq equals or exceeds $15.00 per share for any 20 trading days within any consecutive 30 trading day period on or before the fourth anniversary of the Closing. Stock price as of 8/11/2021. Includes 1) 570K of SPAC Sponsor earn-out common shares, and 2) 706K non-voting common shares. While the non-voting common shares do not entitle their holder to voting rights (except with respect to special resolutions and exceptional resolutions), they have the same economic rights as company's voting common shares. Includes 503K restricted shares, 425K RSUs and 716K Management Earnout Tier 1 shares for company's management for which the closing price share condition has met but are still subject to vesting condition. 3.5K Management Earnout Tier 1 shares could also be issued without any share price performance trigger. 15.4M shares are subject to lock-up arrangements ending one year following the Closing Date, with such restriction on sales and transfers to terminate early if following the 180th day after the Closing Date, the closing trading price of the common shares equals or is greater than $12.50 for any 20 out of any 30 consecutive trading days. Pursuant to the subscription agreements with certain shareholders, 985K shares are subject to lock-up arrangements commencing on the Closing Date and ending 45 days following the Closing Date. Includes 706K non-voting common shares. While the non-voting common shares do not entitle their holder to voting rights (except with respect to special resolutions and exceptional resolutions), they have the same economic rights as the company's voting common shares. The non-voting common shares are not transferable, except as provided in the company’s articles. The 570K earnout shares related to the SPAC Sponsor and placed into escrow will be released from escrow only if the closing price of the company’s common shares on Nasdaq equals or exceeds $15.00 per share for any 20 trading days within any consecutive 30 trading day period on or before the fourth anniversary of the Closing.

Andrés Fajardo Director and President Gary Julien Independent Director Hank Hague Chief Financial Officer Etienne Deffarges Independent Director Julián Wilches Chief Regulatory Officer Kyle Detwiler Chairman and Chief Executive Officer Fmr. Senate Majority Leader Tom Daschle Advisory Board Member Key Leadership World - class leadership with a track record of outstanding execution leading a 477 - person team David Kastin General Counsel Schultze Asset Management, LP Elisabeth DeMarse Independent Director Clever Leaves Executives 23 (1) As of Dec 31, 2020.

Investment Highlights 24 3 Pharmaceutical - grade, EU GMP - certified production authorized for export 2 Thoughtfully constructed, B2B focused multi - national operator 4 Positioned for significant growth, profitability and operating leverage 5 Talented and experienced leadership with operational and regulatory expertise 1 Leader in low - cost medical - focused cannabis cultivation and extraction 6 Strong balance sheet with ~$57M in cash 7 NASDAQ listing and US GAAP financials

Contact Clever Leaves Hank Hague Chief Financial Officer hank.hague@cleverleaves.com Investor Relations Cody Slach or Jackie Keshner Gateway IR CLVR@gatewayir.com (949) 574 - 3860

Disclaimer No Representations or Warranties This presentation (this “Presentation”) is provided for informational purposes only. No representations or warranties, expre ss or implied are given in, or in respect of, this Presentation. To the fullest extent permitted by law in no circumstances will Clever Leaves Holdings Inc. (“Clever Leaves”) or any of its subsidia rie s, shareholders, affiliates, representatives, partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of pr ofi t arising from the use of this Presentation, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in conn ect ion therewith. Industry and market data used in this Presentation have been obtained from third - party industry publications and source as well as from research reports prepared for other purpose s. Clever Leaves has not independently verified the data obtained from these sources and cannot assure you of the data’s accuracy or completeness. This data is subject to change. In add ition, this Presentation does not purport to be all - inclusive or to contain all of the information that may be required to make a full analysis of Clever Leaves. Viewers of this Presentation sh ould each make their own evaluation of Clever Leaves and of the relevance and adequacy of the information and should make such other investigations as they deem necessary. No Offer or Solicitation This presentation shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of s ecu rities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. Forward - Looking Statements This presentation includes certain statements that are not historical facts but are forward - looking statements for purposes of t he safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward - looking statements generally are accompanied by words such as “aim,” “anticipate,” “belie ve,” “can,” “continue,” “could,” “estimate,” “evolve,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “opportunity,” “outlook,” “pipeline,” “plan,” “predict,” “potent ial ,” “projected,” “seek,” “seem,” “should,” “will,” “would” and similar expressions (or the negative versions of such words or expressions) that predict or indicate future events or trends or that are not statements of historical matters. Such forward - looking statements as well as our outlook for 2021 and beyond, including our financial forecast at maturity and our long - term target, ar e subject to risks and uncertainties, which could cause actual results to differ from the forward - looking statements. Important factors that may affect actual results or the achievability of the Company’s expectations include, but are not limited to: ( i ) expectations with respect to future operating and financial performance and growth, including if or when Clever Leaves will b eco me profitable; (ii) Clever Leaves’ ability to execute its business plans and strategy and to receive regulatory approvals; (iii) Clever Leaves’ ability to capitalize on expected marke t o pportunities, including the timing and extent to which cannabis is legalized in various jurisdictions; (iv) global economic and business conditions; (v) geopolitical events, natural disasters, ac ts of God and pandemics, including the economic and operational disruptions and other effects of COVID - 19 such as travel restrictions, disruptions to physical shipments such as outright bans o n imported products, delays in issuing licenses and permits, delays in hiring necessary personnel to carry out sales, cultivation and other tasks, and financial pressures upon Clever Leaves and it s customers; (vi) regulatory developments in key markets for the company's products, including international regulatory agency coordination and increased quality standards imposed by certain he alth regulatory agencies, and failure to otherwise comply with laws and regulations; (vii) uncertainty with respect to the requirements applicable to certain cannabis products as well th e permissibility of sample shipments, and other risks and uncertainties; (viii) consumer, legislative, and regulatory sentiment or perception regarding Clever Leaves’ products; (ix) l ack of regulatory approval and market acceptance of Clever Leaves’ new products; (x) the extent to which Clever Leaves’ is able to monetize its existing THC market quota within Colombia; (xi) dem and for Clever Leaves’ products and Clever Leaves’ ability to meet demand for its products and negotiate agreements with existing and new customers; (xii) developing product enhancements and formulations with commercial value and appeal; (xiii) product liability claims exposure; (xiv) lack of a history and experience operating a business on a large scale and across mu lti ple jurisdictions; (xv) limited experience operating as a public company; (xvi) changes in currency exchange rates and interest rates; (xvii) weather and agricultural conditions and their im pac t on the Company’s cultivation and construction plans, (xviii) Clever Leaves’ ability to hire and retain skilled personnel in the jurisdictions where it operates; (xix) Clever Leaves’ rapi d g rowth, including growth in personnel; (xx) Clever Leaves’ ability to remediate a material weakness in its internal control cover financial reporting and to develop and maintain effective interna l a nd disclosure controls; (xxi) potential litigations; (xxiii) access to additional financing; and (xxiv) completion of our construction initiatives on time and on budget. The foregoing list of fact ors is not exclusive. Additional information concerning certain of these and other risk factors is contained in Clever Leaves’ most recent filings with the SEC. All subsequent written and oral fo rward - looking statements concerning Clever Leaves and attributable to Clever Leaves or any person acting on its behalf are expressly qualified in their entirety by the cautionary sta tements above. Readers are cautioned not to place undue reliance upon any forward - looking statements, which speak only as of the date made. Clever Leaves expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward - looking statements contained herein to reflect any change in its expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based. Trademarks This presentation contains trademarks, service marks, trade names and copyrights of Clever Leaves and other companies, which are the property of their respective owners. 26

Disclaimer, Cont. Certain Unaudited Financial Projections This Presentation contains certain unaudited projected financial information of Clever Leaves, including a base forecast for 202 1, our financial forecast at maturity and our long - term target, as well as a forecast assuming incremental THC extract sales. These projections have not been prepared in accordance with GAAP and IFRS. Clever Leaves’ independent registered public accounting firm, has not audited, reviewed, compiled or performed any procedures with respect to the projections and does not ex press an opinion on or any form of assurance related to the projections. The projections were based on numerous variables and assumptions that are inherently uncertain and many of w hic h are beyond the control of Clever Leaves. Additionally, the projections are inherently forward looking and span multiple years. Consequently, the projections, as with all forward - looki ng information, become subject to greater unpredictability and uncertainty with each successive year. The assumptions upon which the projections were based necessarily involve judgments wi th respect to, among other things, future economic, competitive and regulatory conditions and financial market conditions, all of which are difficult or impossible to predict or es timate and most of which are beyond Clever Leaves’ control. The projections also reflect assumptions regarding the continuing nature of certain business decisions that, in reality, would be su bject to change. See “Forward - Looking Statements” above. In addition, the achievability of the forecast assuming incremental THC sales assumes the expansion of cultivation facilities in Po rtugal, utilization of all of the existing 16 hectares in Colombia, a significant increase in sales, receipt of licenses, quotas or other regulatory approvals to sell the projected volumes as wel l the opening up of the global markets for export of cannabis from Colombia into key end markets, which would create the opportunity to sell additional high THC extract. However, the timing a nd the extent to which this opportunity materializes is outside of Clever Leaves’ the Company’s control. If the full quota is not utilized, Clever Leaves will not achieve any or all increment al THC sales. Accordingly, there can be no assurance that the projections will be realized and actual results may vary materially from thos e p rojected. The inclusion of summaries of the projections in this document should not be regarded as an indication that Clever Leaves or any of its affiliates, officers, directors, advisors o r o ther representatives considered or consider the projections to be necessarily predictive of actual future events or results of Clever Leaves’ operations, and, consequently, the projections sh oul d not be relied on in such a manner. Neither Clever Leaves nor any of its affiliates, officers, directors, advisors or other representatives can give any assurance that actual results will no t differ from the projections, and neither Clever Leaves nor any of its affiliates undertakes any obligation to update or otherwise revise or reconcile the projections to reflect circumstances exis tin g or developments and events occurring after the date of the projections or that may occur in the future, even in the event that any or all of the assumptions underlying the projections are not realized. Clever Leaves does not intend to make available publicly any update or other revision to the projections, except as otherwise required by law. None of Clever Leaves nor any of its affiliates, officers, directors, advisors or other representatives has made or makes any representation to any Clever Leaves shareholder or other person regarding the ultimate performance of C lev er Leaves compared to the information contained in the projections or that the projections will be achieved. In light of the foregoing factors and the uncertainties inherent in th e p rojections, Clever Leaves’ and SAMA shareholders are cautioned not to place undue, if any, reliance on the information presented in the projections. Non - GAAP Financial Measures This presentation also contains certain non - GAAP financial measures which have not been and will not be audited. These non - GAAP financial measures are not recognized measures of financial performance or liquidity under US GAAP, but are measures used by management to monitor the underlying performance o f C lever Leaves’ business and operations. These non - GAAP measures may not be indicative of Clever Leaves’ historical operating results nor are such measures meant to be predicative o f f uture results. These measures and ratios may not be comparable to those used by other companies under the same or similar names. As such, undue reliance should not be placed on the se non - GAAP financial measures. Certain numbers herein are unaudited and are based on internal records and/or estimates. We have not reconciled the non - GAAP forward - looking in formation to their corresponding GAAP measures because the exact amounts for these items are not currently determinable without unreasonable efforts but may be significant. . 27

Adjusted EBITDA Reconciliation Non - GAAP Financial Measures In this presentation, Clever Leaves may reference certain non - GAAP financial measures, including Adjusted EBITDA. Non - GAAP meas ures do not have a standardized meaning prescribed by GAAP and are therefore unlikely to be comparable to similar measures presented by other companies. The Company defines Adjusted EBITDA as income from continuing operations before interest, taxes, depreciation, amortization, sha re - based compensation expense, gains/losses on foreign currency fluctuations, gains/losses on the early extinguishment of debt, and miscellaneous expenses. Adjusted EBITDA also exc lud es the impact of certain non - recurring items that are not directly attributable to the underlying operating performance. Such items are shown in the table reconciling adjusted EBITDA to consolidated income from continuing operations before income taxes. Clever Leaves considers Adjusted EBITDA to be a meaningful indicator of the operating performance of its business. Non - GAAP mea sures, including Adjusted EBITDA, should neither be considered in isolation nor as a substitute for the financial measures prepared in accordance with U.S. GAAP. For a reconcili ati on of non - GAAP measures, including Adjusted EBITDA, to the most directly comparable U.S. GAAP measure, see the relevant schedules provided with this presentation. . 28 Adjusted EBITDA Reconciliation (Non-GAAP Measure) (In thousands of United States dollars) 2021 2020 2021 2020 Loss before loss from equity investment (22,696) (18,923) (8,942) (8,748) Loss (Gain) on remeasurement of warrant liability 3,675 - (1,176) - Loss before loss from equity investment (Excl. loss on remeasurement of warrant liab.) (19,021) (18,923) (10,118) (8,748) Share-based compensation 4,873 713 3,323 297 Goodwill impairment - 1,682 - - Depreciation & amortization 1,319 717 524 365 Interest expense, net 1,898 1,789 920 953 Loss on investments / equity investment share of loss - 228 - 67 Foreign exchange loss 839 359 80 311 Gain on fair value of derivative instrument - - - (13) Other (income) expenses, net (1,087) 48 (485) 105 Adjusted EBITDA (Non-GAAP Measure) (11,179) (13,387) (5,756) (6,663) Six months ended Quarter ended June 30, (unaudited) June 30,

XML

Cover	Aug. 12, 2021
Affiliate, Collateralized Security [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 12, 2021
Entity File Number	001-39820
Entity Registrant Name	Clever Leaves Holdings Inc.
Entity Central Index Key	0001819615
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	A1
Entity Address, Address Line One	489 Fifth Avenue
Entity Address, Address Line Two	27th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address Postal Zip Code	10017
City Area Code	646
Local Phone Number	880-4382
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common shares without par value
Affiliate, Collateralized Security [Line Items]
Title of 12(b) Security	Common shares without par value
Trading Symbol	CLVR
Security Exchange Name	NASDAQ
Warrants, each warrant exercisable for one common share at an exercise price of $11.50
Affiliate, Collateralized Security [Line Items]
Title of 12(b) Security	Warrants, each warrant exercisable for one common share at an exercise price of $11.50
Trading Symbol	CLVRW
Security Exchange Name	NASDAQ