Item 8.01. Other Events.





As previously disclosed, on November 21, 2022, AgroFresh Solutions, Inc. (the
"Company") entered into an Agreement and Plan of Merger (the "Merger
Agreement"), with Project Cloud Holdings, LLC ("Parent") and Project Cloud
Merger Sub, Inc. ("Merger Sub"), pursuant to which Merger Sub will merge with
and into the Company (the "Merger"), with the Company surviving the Merger.
Parent and Merger Sub are affiliates of investment funds managed by Paine
Schwartz Partners, LLC ("Paine Schwartz"). On March 10, 2023, in connection with
the Merger, the Company filed with the Securities and Exchange Commission (the
"SEC") a definitive proxy statement (the "Proxy Statement"), which the Company
first mailed to its stockholders on or about March 10, 2023.

The Company has received eight demand letters (collectively, the "Demand
Letters") from purported stockholders of the Company generally alleging that the
preliminary proxy statements filed with the SEC on December 21, 2022, and
February 13, 2023, and/or the Proxy Statement contain alleged material
misstatements and omissions in violation of Section 14(a) and Section 20(a) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") and Rule
14a-9 of the Exchange Act. On March 21, 2023, one purported stockholder of the
Company commenced an action, captioned Halberstam v. AgroFresh Solutions, Inc.,
et al., Case No. 1:23-cv-02389 (S.D.N.Y.), in the United States District Court
for the Southern District of New York (the "Complaint"). The Complaint names the
Company and the members of the Company's board of directors as defendants. The
Complaint asserts claims under Section 14(a) and Section 20(a) of the Exchange
Act and Rule 14a-9 of the Exchange Act challenging the adequacy of the
disclosures in the Proxy Statement. The Complaint seeks, among other relief, an
injunction preventing the parties from consummating the proposed transaction,
damages in the event the transaction is consummated, and an award of attorneys'
fees. If additional similar demand letters are received or if additional
complaints are filed, absent new or different allegations that are material, the
Company will not necessarily announce such additional filings.

The Company believes that the claims in the Demand Letters and the Complaint are
without merit and that no further disclosure is required or necessary under
applicable laws. However, to avoid the risk of the Demand Letters or the
Complaint delaying or adversely affecting the Merger and to minimize the costs,
risks and uncertainties inherent in litigation, and without admitting any
liability or wrongdoing, the Company has determined to voluntarily supplement
the Proxy Statement as described in this Current Report on Form 8-K. Nothing in
this Current Report on Form 8-K shall be deemed an admission of the legal
necessity or materiality under applicable laws of any of the disclosures set
forth herein. The Company specifically denies all allegations in the Demand
Letters and the Complaint that any additional disclosure was or is required.

Supplemental Disclosures to Proxy Statement



This supplemental information to the Proxy Statement should be read in
conjunction with the Proxy Statement, which should be read in its entirety. All
page references in the information below are to pages in the Proxy Statement,
and all terms used but not defined below shall have the meanings set forth in
the Proxy Statement. To the extent the following information differs from or
conflicts with the information contained in the Proxy Statement, the information
set forth below shall be deemed to supersede the respective information in the
Proxy Statement.

The disclosure under the subsection captioned "Special Factors-Background of the
Merger" is hereby amended and supplemented by adding to the fourth full
paragraph on page 21 of the Proxy Statement, the following (with new text in
bold and underlined):

Also on April 8, 2022, Nance K. Dicciani, Robert Campbell and Denise L. Devine,
three of the Company's independent directors, met with representatives of
Morris, Nichols, Arsht & Tunnell LLP ("Morris Nichols") to interview Morris
Nichols as potential independent legal counsel to the Special Committee, should
it be formed. Each of these directors had been determined by the Board to be
independent directors based on both their responses to independence-related
questions on their annual director questionnaires and their lack of any current
or prior relationship with PSP. At this meeting, Morris Nichols summarized
certain prior or current engagements between Morris Nichols, on the one hand,
and certain potentially relevant parties, on the other. Following such meeting,
the directors present determined, based on Morris Nichols' experience in
advising special committees and the directors' determination that Morris Nichols
would be independent for purposes of such engagement, that, should the Special
Committee be formed, the Special Committee would retain Morris Nichols as
independent legal counsel. The decision to conditionally retain Morris Nichols
was unanimous among the three directors present at this meeting. Between April 8
and April 11, Morris Nichols reviewed a draft of the resolutions that, if
adopted by the Board, would establish the Special Committee and set forth its
authority.

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The disclosure under the subsection captioned "Special Factors-Background of the
Merger" is hereby amended and supplemented by adding to the fifth paragraph
starting on page 21 and carrying over to page 22 of the Proxy Statement, the
following (with new text in bold and underlined):

On April 11, 2022, the Board held a meeting to consider forming the Special
Committee, with representatives of Morrison Foerster participating. Morrison
Foerster discussed with the Board certain legal considerations in connection
with a potential Series B Recapitalization, including the Board's fiduciary
duties and the authorization that would be granted to the Special Committee in
respect thereof. Following the presentation, the Board then discussed the
proposed resolutions for establishing the Special Committee and agreed that the
Special Committee's mandate would be to address a potential Series B
Recapitalization, and that the full Board would oversee decisions relating to a
refinancing of the Term Loan (the "Refinancing Process"). Following this
discussion, the Board established the Special Committee and designated Dr.
Dicciani, Mr. Campbell and Ms. Devine as members of the Special Committee, with
Dr. Dicciani as the chair of the committee. The Board determined that the
members of the Special Committee were independent and disinterested with respect
to a potential Series B Recapitalization. The Special Committee was delegated
the full power and authority of the Board to, among other things: (i) direct the
process related to the evaluation of a potential Series B Recapitalization; (ii)
negotiate the terms of a potential Series B Recapitalization; (iii) reject or
determine not to pursue any potential Series B Recapitalization; (iv) determine
whether any potential Series B Recapitalization is advisable, fair to and in the
best interests of the Company and its stockholders; and (v) recommend to the
Board what action, if any, should be taken with respect to such potential Series
B Recapitalization. The Special Committee was further delegated authority to
select and engage legal counsel and financial and other advisors. The Board also
resolved not to approve any potential Series B Recapitalization without the
Special Committee's prior favorable recommendation. Finally, the Board
authorized customary compensation for each member of the Special Committee
consisting of $10,000 per month for the chair of the Special Committee and
$5,000 per month for each other member of the Special Committee.

The disclosure under the subsection captioned "Special Factors-Background of the
Merger" is hereby amended and supplemented by adding to the first full paragraph
on page 22 of the Proxy Statement, the following (with new text in bold and
underlined):

On April 25, 2022, the Special Committee held a meeting attended by
representatives of Morris Nichols. Representatives of Morris Nichols led a
discussion of, among other things, the fiduciary duties of directors under
Delaware law and efforts to date in vetting potential financial advisors for the
Special Committee. During this discussion, Morris Nichols informed the members
of the Special Committee that, during such vetting, representatives of Financial
Advisor A had not reported any potential conflicts relevant to service as the
Special Committee's financial advisor. Members of Management then joined the
meeting, and discussed, at the request of the Special Committee members,
potential financial advisors for the Special Committee, including Financial
Advisor A and another financial advisor ("Financial Advisor B"), and stated
their belief that a public equity approach for a potential Series B
Recapitalization, which had been recommended by Financial Advisor A, was best
aligned with the Company's business plan and would maximize opportunities to
unlock value for Company stockholders. A representative of Financial Advisor A
then joined the meeting and discussed with the Special Committee Financial
Advisor A's: (i) experience and capabilities; (ii) initial views regarding a
potential Series B Recapitalization; and (iii) proposed next steps. After
Financial Advisor A and members of Management left the meeting, the Special
Committee expressed its initial view that the public equity options for a
potential Series B Recapitalization were more likely to be aligned with the best
interests of the Unaffiliated Stockholders and determined, based on that view,
and on Financial Advisor A's presentation at this meeting and its independence
with respect to a potential Series B Recapitalization, to engage Financial
Advisor A in connection with a potential Series B Recapitalization.


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The disclosure under the subsection captioned "Special Factors-Background of the
Merger" is hereby amended and supplemented by adding to the sixth full paragraph
beginning on page 24 of the Proxy Statement, the following (with new text in
bold and underlined):

On June 17, 2022, the Board held a meeting, attended by members of Management
and representatives of Morris Nichols and Morrison Foerster. Dr. Dicciani
updated the Board on conversations between the Special Committee and PSP
regarding a potential Series B Recapitalization. Representatives of Morris
Nichols and Morrison Foerster reviewed with the Board the fiduciary duties of
directors under Delaware law and certain considerations under the Investment
Agreement and federal securities laws. One of PSP's designees to the Board,
Alexander Corbacho, then conveyed PSP's views on the Series B Recapitalization
Proposal and PSP's interest in assessing the Board's receptivity to exploring a
potential Go Private Transaction. No terms of a potential Go Private Transaction
were discussed, and no indication concerning valuation or price was made. After
all participants other than the Board (excluding the Recused Directors) and
representatives of Morris Nichols and Morrison Foerster left the meeting, the
remaining directors preliminarily determined to expand the mandate of the
Special Committee to consider whether to explore a potential Go Private
Transaction and alternatives thereto. Mr. Clinton Lewis, Chief Executive Officer
of the Company, and representatives of Morrison Foerster, then left the meeting,
following which the remaining directors confirmed their preliminary
determination and directed Morris Nichols to work with Morrison Foerster to
prepare resolutions reflecting the expanded mandate.

The disclosure under the subsection captioned "Special Factors-Background of the
Merger" is hereby amended and supplemented by adding to the second full
paragraph beginning on page 26 of the Proxy Statement, the following (with new
text in bold and underlined):

On July 30, 2022, the Special Committee held a meeting, attended by
representatives of Morris Nichols. At this meeting, the Special Committee
determined to engage Perella Weinberg as financial advisor to the Special
Committee in connection with a potential Go Private Transaction, and directed
Morris Nichols, in consultation with Dr. Dicciani, to negotiate the terms of
such engagement. An engagement letter formally documenting Perella Weinberg's
engagement as of August 8 was executed on September 28. For avoidance of doubt,
Financial Advisor A, which had previously advised the Special Committee in
connection with a potential Series B Recapitalization, did not advise the
Special Committee in connection with a potential Go Private Transaction.

The disclosure under the subsection captioned "Special Factors-Background of the
Merger" is hereby amended and supplemented by adding to the first full paragraph
on page 29 of the Proxy Statement, the following (with new text in bold and
underlined):

Also on September 16, 2022, the Board held a meeting, attended by members of
Management and representatives of Morris Nichols, Morrison Foerster, and
Kirkland & Ellis. Management provided an update on the Refinancing Process. One
of PSP's designees to the Board, Alexander Corbacho, stated PSP's belief that
the Company needed to find solutions for its capital structure and reminded the
Board that PSP believed its proposal of a potential Go Private Transaction at
$2.55 to $2.65 per share of Company common stock represented a holistic solution
and believed timing in considering such solution was important. After the
Recused Directors and Kirkland & Ellis left the meeting, the remaining
participants discussed the current status of the Special Committee's review
process, and the interaction of that process and the Refinancing Process.
Following discussion, there was consensus that Management would continue its
preparatory work in connection with the Refinancing Process, but would delay
launching a refinancing until Financial Advisor B and Perella Weinberg had
further discussions regarding the interaction of the two processes.

The disclosure under the subsection captioned "Special Factors-Background of the
Merger" is hereby amended and supplemented by adding to the third full paragraph
on page 29 of the Proxy Statement, the following (with new text in bold and
underlined):

Later that day, Morris Nichols spoke with Kirkland & Ellis, during which
Kirkland & Ellis stated that PSP would likely be sending a letter shortly
regarding its views on potential next steps. Following that call, PSP sent a
letter to the Special Committee (the "September 16 Letter") stating that PSP had
reviewed the September Projections and, following further review in light of
such September Projections, was prepared to put forth a refined proposal for a
potential Go Private Transaction of $2.60 per share of Company common stock
subject to confirmatory due diligence and discussions with financing sources.
The September 16 Letter stated that $2.60 represented a significant premium of
67% to the closing price of the shares of Company common stock as of September
15, 2022, and a 51% premium to the 90-day volume-weighted average price per
share of $1.72 as of September 30, 2022. PSP requested: (i) access to Management
and (ii) permission to wall cross and execute non-disclosure agreements with a
small group of financing providers in parallel to undertake due diligence and
help PSP confirm value. The September 16 Letter did not request to discuss or
otherwise mention management retention.


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The disclosure under the subsection captioned "Special Factors-Background of the
Merger" is hereby amended and supplemented by adding to the fifth full paragraph
on page 29 of the Proxy Statement, the following (with new text in bold and
underlined):

On September 17, 2022, the Company and Dow executed a confidentiality agreement. The confidentiality agreement with Dow did not include any standstill provision.



The disclosure under the subsection captioned "Special Factors-Background of the
Merger" is hereby amended and supplemented by adding to the second full
paragraph on page 31 of the Proxy Statement, the following (with new text in
bold and underlined):

On October 10, 2022, PSP sent a letter to the Special Committee (the "October 10
Letter"), stating that PSP was prepared to put forth a refined proposal for a
potential Go Private Transaction of $2.85 per share of Company common stock
subject to completion of outstanding confirmatory due diligence and ongoing
discussions with financing sources. The October 10 Letter stated that $2.85
represents a 10% increase from the proposal in the September 16 Letter, and a
79% premium to the closing price of the shares of Company common stock as of
October 10, 2022. PSP requested in the October 10 Letter: (i) continued access
to Management; (ii) a limited waiver under the Standstill Provisions to allow
PSP to publicly disclose the offer contained in the October 10 Letter; and (iii)
permission to expand the group of financing providers under the PSP NDA. The
October 10 Letter did not request to discuss or otherwise mention management
retention.

The disclosure under the subsection captioned "Special Factors-Background of the
Merger" is hereby amended and supplemented by adding to the second full
paragraph on page 32 of the Proxy Statement, the following (with new text in
bold and underlined):

On October 20, 2022, Perella Weinberg spoke with Party A, who stated that Party
A had been developing a potential transaction structure at an indicative
valuation of $2.35 per share of Company common stock that contemplated PSP
rolling its Series B Preferred Stock into the surviving entity (the "Party A
Structure"). This was the first communication between the Special Committee or
its advisors, on the one hand, and Party A, on the other, since the Special
Committee was formed.


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The disclosure under the subsection captioned "Opinion of the Special
Committee's Financial Advisor" is hereby amended and supplemented by adding to
the first full paragraph on page 54 of the Proxy Statement, the following (with
new text in bold and underlined):

For each of the Company and the Selected Publicly-Traded Companies, Perella
Weinberg reviewed the ratio of such company's enterprise value ("EV") to its
estimated 2023 earnings before interest, taxes, depreciation, and amortization
("EBITDA") as of December 31, 2023. For each of the selected companies, Perella
Weinberg calculated and compared financial information and financial market
multiples and ratios based on company filings for historical information and
consensus third party research analyst estimates for forecasted information. The
sources for such information were selected company filings, historical
financials and management forecasts provided by the Company (on November 1, 2022
as approved for Perella Weinberg's use by the Special Committee), and FactSet
and Capital IQ (as of November 18, 2022). The results of the analyses are
summarized in the following table:

The disclosure under the subsection captioned "Opinion of the Special
Committee's Financial Advisor" is hereby amended and supplemented by adding to
the second full paragraph on page 54 of the Proxy Statement, the following (with
new text in bold and underlined):

Based on the analysis of the relevant metrics described above and on
professional judgments made by Perella Weinberg, Perella Weinberg selected and
applied a range of multiples of 9.0x to 10.0x to 2023E EBITDA of the Company
using the Final Projections as well as the unaffected current median of "AgChem
/ AgTech" and the unaffected Company 2023E trading multiple. From this analysis,
Perella Weinberg derived a range of implied enterprise values for the Company.
To calculate the implied equity value from the implied enterprise value, Perella
Weinberg added cash and cash equivalents of approximately $35.6 million,
subtracted debt of approximately $261.3 million, subtracted convertible
preferred equity at its 2.0x multiple on invested capital ("MOIC") liquidation
preference of approximately $253.7 million (assuming redemption on January 31,
2023 to correspond with an estimated transaction close date) and subtracted
non-controlling interests of approximately $6.9 million, in each case as
provided by the latest relevant filings of the Company. Perella Weinberg
calculated implied equity values per share by dividing the implied equity values
by the applicable fully diluted shares -58.5 million (based upon the number of
issued and outstanding shares and other equity interests in each case provided
by the management of the Company, as applicable, and using the treasury stock
method for calculation of option dilution). The range of implied values for
Company common stock derived from these calculations is $1.47 to $2.56 per
share.

The disclosure under the subsection captioned "Opinion of the Special
Committee's Financial Advisor" is hereby amended and supplemented by adding to
the third full paragraph on page 55 of the Proxy Statement, the following (with
new text in bold and underlined):

Using publicly available information sourced from Moody's and the relevant
companies' SEC filings and press releases, Perella Weinberg reviewed the
financial terms of selected precedent transactions (the "Selected Precedent
Transactions") involving companies that operated in, or were exposed to, the
agricultural chemicals and agricultural technology, food safety and security and
high value specialties industries announced between September 2014 and December
2021. Perella Weinberg selected these transactions in the exercise of its
professional judgment and experience because Perella Weinberg deemed them to be
similar in size, scope, business model of the target and impact on the industry
to the Company or otherwise relevant to the Merger.

The disclosure under the subsection captioned "Opinion of the Special
Committee's Financial Advisor" is hereby amended and supplemented by adding to
the sixth full paragraph on page 55 of the Proxy Statement, the following (with
new text in bold and underlined):

Based on the multiples of enterprise value to LTM EBITDA described above,
Perella Weinberg's analyses of the various Selected Precedent Transactions and
on professional judgments made by Perella Weinberg with respect to, among other
things, the financial performance and competitive positioning of the Company and
the target companies in the Selected Precedent Transactions, Perella Weinberg
applied a range of multiples of 9.0x to 11.0x (based on +/- 1.0x over the median
EV / LTM EBITDA multiple) to the Company's LTM EBITDA as of September 30, 2022
based on publicly filed financial statements and information provided by Company
management to derive a range of implied enterprise values. Perella Weinberg then
applied the same enterprise value to equity value adjustments and fully diluted
shares detailed in the Selected Publicly Traded Companies Analysis (58.5 million
shares) to derive a range for Company common stock of approximately $1.19 to
$3.31 per share.

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The disclosure under the subsection captioned "Opinion of the Special Committee's Financial Advisor" is hereby amended and supplemented by adding to the fifth full paragraph beginning on page 56 of the Proxy Statement, the following (with new text in bold and underlined):



The discount rates used by Perella Weinberg were derived from the Company's
weighted average cost of capital determined by application of the capital asset
pricing model based on Perella Weinberg's experience and professional judgment
which took into account certain company-specific metrics, including the
Company's target capital structure, the cost of long-term debt, marginal tax
rate and five-year weekly Bloomberg beta (1.13 as of unaffected date of October
26, 2022), as well as certain general financial metrics for the United States
financial markets, including market risk premium, 20-year treasury rate as of
October 26, 2022, and size premium. Perella Weinberg also analyzed the weighted
average cost of capital for the Company implied by an alternative approach that
utilized the Company's current capital structure and incorporated the yield on
convertible preferred equity as a minimum for the cost of common equity. The
yield on convertible preferred equity was estimated to range from 16.0% (coupon
rate on PSP's convertible preferred equity investment) on the low end to 27.0%
(approximate internal rate of return ("IRR") of PSP's convertible preferred
equity investment assuming 2.0x MOIC liquidation preference and redemption on
July 27, 2023) on the high end. For the purposes of calculating the approximate
IRR of PSP's convertible preferred equity investment, July 27, 2023 was utilized
as the redemption date because it marks the third anniversary of the original
investment, at which point the treatment of the convertible preferred equity
changes per "Change of Control" and "Elective Redemption" conditions. A spread
of 1.0% to 3.0% between the yield on convertible preferred equity and the cost
of common equity was incorporated to account for the appropriate risk-return
relationship between convertible preferred equity and common equity, considering
that the convertible preferred equity is more senior in the capital structure
and thus has a lower level of risk. The weighted average cost of capital implied
by these analyses determined the approximate range of discount rates utilized
for the core products of the Company (13.00% to 15.50%). A 2.0% spread was added
to this range to determine the discount rates utilized for the new products of
the Company (15.00% to 17.50%) to reflect the greater execution risk associated
with the new products of the Company.

The disclosure under the subsection captioned "Opinion of the Special
Committee's Financial Advisor" is hereby amended and supplemented by adding to
the first full paragraph on page 57 of the Proxy Statement, the following (with
new text in bold and underlined):

From the range of implied enterprise values, using the same enterprise value to
equity value adjustments and fully diluted shares detailed in the above analysis
of the Selected Publicly-Traded Companies (58.5 million shares), Perella
Weinberg derived a range of $0.65 to $2.71 per share for the core products of
the Company, $0.40 to $1.66 per share for the new products of the Company and
$1.05 to $4.37 per share for the combination of the core and new products of the
Company.

The disclosure under the subsection captioned "Opinion of the Special
Committee's Financial Advisor" is hereby amended and supplemented by adding to
the fifth full paragraph on page 57 of the Proxy Statement, the following (with
new text in bold and underlined):

For the information of the Special Committee and for reference purposes only,
Perella Weinberg observed the most recent publicly available 12-month unaffected
price targets for Company common stock published by Wall Street research
analysts. Perella Weinberg observed that four such analyst estimates were
available for the Company (published by ROTH Capital Partners on August 29,
2022, H.C. Wainwright & Co. on August 11, 2022, Lake Street Capital Markets on
August 10, 2022 and BMO Capital Markets on August 9, 2022). The selected price
targets reflect each research analyst's estimate of the future public market
trading prices of shares of Company common stock. Perella Weinberg noted that
the analysts' price targets for the Company, when discounted to the unaffected
date of October 26, 2022 using a cost of equity of 19.0% (approximate midpoint
of cost of equity implied by the two previously detailed approaches to
calculating weighted average cost of capital), ranged from $1.96 to $4.36 per
share. The four price targets observed, when discounted to the unaffected date
of October 26, 2022 and using a cost of equity of 19.0%, were $1.96, $2.62,
$3.89, and $4.36.


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The disclosure under the subsection captioned "Unaudited Prospective Financial
Information of the Company" is hereby amended and supplemented by adding between
the table and footnotes on page 72 of the Proxy Statement, the following (with
new text in bold and underlined):

The following table presents a summary of the Unlevered Free Cash Flow figures
from the Final Projections, broken out by Core Products and New Products, which
were used in connection with Perella Weinberg's Discounted Cash Flow Analysis.

Unlevered Free Cash Flow (4)
($ in millions)

                2022E   2023E   2024E   2025E   2026E   2027E   2028E   2029E   2030E   2031E   2032E
Core Products   52.5    45.6    44.3    45.9    48.2    52.4    56.0    56.8    56.7    55.9    53.3
New Products    (0.1)   (1.1)   1.3     3.2     7.4     14.6    22.7    33.9    48.1    64.5    82.3

Cautionary Statement Regarding Forward-Looking Statements . . .

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