GNRS / The Greenrose Holding Company Inc. - Документы SEC, Годовой отчет, Доверенное заявление

Financial Statements and Exhibits, Bankruptcy or Receivership

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2024 (June 18, 2024) THE GREENROSE HOLDING COMPANY INC. (Exact name of Registrant as specified in its charter) Delaware 001-39217 84-2845696 (State or other jurisdict

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2023 THE GREENROSE HOLDING COMPANY INC. (Exact name of Registrant as specified in its charter) Delaware 001-39217 84-2845696 (State or other jurisdiction of incorpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2023 THE GREENRO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2023 THE GREENROSE HOLDING COMPANY INC. (Exact name of Registrant as specified in its charter) Delaware 001-39217 84-2845696 (State or other jurisdiction of incorpora

July 3, 2023

Exhibit 16.1 July 3, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read Item 4.01 of Form 8-K dated July 3, 2023, of The Greenrose Holding Company Inc., and are in agreement with the statements contained therein. We have no basis to agree or disagree with the other statements contained in the above referenced Form 8-K. /s/ Macias Gini & O’Co

UNITED STATES SEURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 3, 2023 (June 28, 202

UNITED STATES SEURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 3, 2023 (June 28, 2023) THE GREENROSE HOLDING COMPANY INC. (Exact name of Registrant as specified in its charter) Delaware 001-39217 84-2845696 (State or other jurisdictio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

As filed with the Securities and Exchange Commission on May 1, 2023

As filed with the Securities and Exchange Commission on May 1, 2023 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2023 THE GREENR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2023 THE GREENROSE HOLDING COMPANY INC. (Exact name of Registrant as specified in its charter) Delaware 001-39217 84-2845696 (State or other jurisdiction of incorpor

Foreclosure Agreement

Exhibit 10.1 STRICT FORECLOSURE AGREEMENT This Strict Foreclosure Agreement, dated as of March 27, 2023 (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), by and among, (a) Theraplant, LLC (“Theraplant”) (b) True Harvest Holdings, Inc. (“TH,” and together with Theraplant and, solely to the extent it executes and delivers a Hold

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement THE GREENROSE HOLDING COMPANY INC. (Name of Regi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement THE GREENROSE HOLDING COMPANY, INC. (Name of Reg

The Greenrose Holding Company Inc. Up to 29,716,728 Shares of Common Stock (including 17,910,000 shares of Common Stock issuable upon exercise of Warrants) Up to 660,000 Warrants Exercisable for Common Stock

424B8 1 ea173630-424b8greenrose.htm PROSPECTUS SUPPLEMENT Filed pursuant to Rule 424(b)(8) Registration Statement No. 333-262003 PROSPECTUS SUPPLEMENT NO. 9 (to Prospectus dated February 9, 2022) The Greenrose Holding Company Inc. Up to 29,716,728 Shares of Common Stock (including 17,910,000 shares of Common Stock issuable upon exercise of Warrants) Up to 660,000 Warrants Exercisable for Common St

Other Events

UNITED STATES SEURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2023 THE GREENROSE HOLDING COMPANY INC. (Exact name of Registrant as specified in its charter) Delaware 001-39217 84-2845696 (State or other jurisdiction of incorpo

The Greenrose Holding Company Inc. Up to 29,716,728 Shares of Common Stock (including 17,910,000 shares of Common Stock issuable upon exercise of Warrants) Up to 660,000 Warrants Exercisable for Common Stock

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-262003 PROSPECTUS SUPPLEMENT NO. 8 (to Prospectus dated February 9, 2022) The Greenrose Holding Company Inc. Up to 29,716,728 Shares of Common Stock (including 17,910,000 shares of Common Stock issuable upon exercise of Warrants) Up to 660,000 Warrants Exercisable for Common Stock This prospectus supplement supplements the prospectus

Amendment to Transaction Support Agreement

Exhibit 10.1 AMENDMENT TO TRANSACTION SUPPORT AGREEMENT AMENDMENT TO TRANSACTION SUPPORT AGREEMENT (this “Amendment”), dated as of February 6, 2023, by and among The Greenrose Holding Company Inc., a Delaware corporation (“Holdings”), Theraplant, LLC (“Theraplant”), True Harvest Holdings, Inc. (“TH,” and together with Theraplant, the “Subsidiaries”, and the Subsidiaries together with Holdings, the

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SEURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2023 THE GREENROSE HOLDING COMPANY INC. (Exact name of Registrant as specified in its charter) Delaware 001-39217 84-2845696 (State or other jurisdiction of incorpo

Reinstatement and Amendment No. 1 to Forbearance Agreement

Exhibit 10.2 REINSTATEMENT AND AMENDMENT NO. 1 TO FORBEARANCE AGREEMENT THIS REINSTATEMENT AND AMENDMENT NO. 1 TO FORBEARANCE AGREEMENT (this “Amendment”), dated as of February 6, 2023, by and among The Greenrose Holding Company Inc., a Delaware corporation (the “Borrower”), Theraplant, LLC, a Connecticut limited liability company (“Theraplant”), True Harvest Holdings, Inc., a Delaware corporation

GNRSU / Greenrose Acquisition Corp. Unit / YA II PN, Ltd. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO SCHEDULE 13D Under the Securities Exchange Act of 1934 The Greenrose Holding Company Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 395392103 (CUSIP Number) Robert Munro c/o Yorkville Advisors Global, LP 1012 Springfield Avenue Mountainside, New Jersey 07092 20

WRITTEN CONSENT Written Consent of the Stockholders of The Greenrose Holding Company Inc.

Exhibit 99.3 WRITTEN CONSENT Written Consent of the Stockholders of The Greenrose Holding Company Inc. Pursuant to Sections 228(a) and 141(k) of the Delaware General Corporation Law, the undersigned persons and entities (the “Majority Stockholders”), holders of a majority of the outstanding common stock of The Greenrose Holding Company Inc. (“Greenrose”), a Delaware corporation, acting without a m

ADDITIONAL INFORMATION

Exhibit 99.2 ADDITIONAL INFORMATION The name and present principal occupation or employment of each director and executive officer of, and each person controlling, of each Reporting Person is set forth below. The business address of each person named below is 1012 Springfield Avenue, Mountainside, New Jersey 07092. Each natural person named below is a citizen of the United States of America. Durin

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SEURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2023 THE GREENROSE HOLDING COMPANY INC. (Exact name of Registrant as specified in its charter) Delaware 001-39217 84-2845696 (State or other jurisdiction of incorpo

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Amendment No. 1 to Schedule 13D with respect to the equity securities of The Greenrose Holding Company, Inc.is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) promulgated under the

Other Events

UNITED STATES SEURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2023 THE GREENROSE HOLDING COMPANY INC. (Exact name of Registrant as specified in its charter) Delaware 001-39217 84-2845696 (State or other jurisdiction of incorpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form N-SAR ? Form N-CSR For Period Ended: September 30, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2022 ☐ Transition Report Pursuant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2022 ☐ Transition Report Pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-39217 THE GREENROSE HOLDIN

The Greenrose Holding Company Inc. Up to 29,716,728 Shares of Common Stock (including 17,910,000 shares of Common Stock issuable upon exercise of Warrants) Up to 660,000 Warrants Exercisable for Common Stock

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-262003 PROSPECTUS SUPPLEMENT NO. 7 (to Prospectus dated February 9, 2022) The Greenrose Holding Company Inc. Up to 29,716,728 Shares of Common Stock (including 17,910,000 shares of Common Stock issuable upon exercise of Warrants) Up to 660,000 Warrants Exercisable for Common Stock This prospectus supplement supplements the prospectus

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2022 (November 10, 2022) THE GREENROSE HOLDING COMPANY INC. (Exact name of Registrant as specified in its charter) Delaware 001-39217 84-2845696 (State or other j

Forbearance Agreement

Exhibit 10.3 Execution Version FORBEARANCE AGREEMENT This FORBEARANCE AGREEMENT (this ?Agreement?) dated as of November 10, 2022, by and among The Greenrose Holding Company Inc. (the ?Borrower?), Theraplant, LLC and True Harvest Holdings, Inc. (the ?Guarantors? and together with the Borrower, the ?Credit Parties?), the Lenders under and as defined in the Credit Agreement (as defined below) party h

Transaction Support Agreement

Exhibit 10.1 EXECUTION VERSION TRANSACTION SUPPORT AGREEMENT This TRANSACTION SUPPORT AGREEMENT is made and entered into as of November 10, 2022 (this ?Agreement?) by and among The Greenrose Holding Company Inc., a Delaware corporation (?Holdings?), Theraplant, LLC (?Theraplant?), True Harvest Holdings, Inc. (?TH,? and together with Theraplant and Holdings, the ?Greenrose Entities? or the ?Company

Amendment No. 2 to Credit Agreement

Exhibit 10.2 Execution Version AMENDMENT NO. 2 TO CREDIT AGREEMENT AMENDMENT NO. 2 TO CREDIT AGREEMENT (this ?Amendment?), dated as of November 10, 2022, by and among The Greenrose Holding Company, Inc. (f/k/a Greenrose Acquisition Corp.), a Delaware corporation (the ?Borrower?), the other Loan Parties that are party hereto, the existing Lenders signatory hereto as an ?Existing Lender? (each an ?E

The Greenrose Holding Company Inc. Up to 29,716,728 Shares of Common Stock (including 17,910,000 shares of Common Stock issuable upon exercise of Warrants) Up to 660,000 Warrants Exercisable for Common Stock

Filed pursuant to Rule 424(b)(8) Registration Statement No. 333-262003 PROSPECTUS SUPPLEMENT NO. 6 (to Prospectus dated February 9, 2022) The Greenrose Holding Company Inc. Up to 29,716,728 Shares of Common Stock (including 17,910,000 shares of Common Stock issuable upon exercise of Warrants) Up to 660,000 Warrants Exercisable for Common Stock This prospectus supplement supplements the prospectus

Other Events

UNITED STATES SEURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2022 (October 27, 2022) THE GREENROSE HOLDING COMPANY INC. (Exact name of Registrant as specified in its charter) Delaware 001-39217 84-2845696 (State or other juri

Other Events

UNITED STATES SEURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2022 (October 14, 2022) THE GREENROSE HOLDING COMPANY INC. (Exact name of Registrant as specified in its charter) Delaware 001-39217 84-2845696 (State or other juri

Forbearance Agreement dated October 12, 2022, between The Greenrose Holding Company Inc., Theraplant, LLC and True Harvest Holdings as Credit Parties, the Lenders and DXR Finance, LLC as Agent

Exhibit 10.1 Execution Version FORBEARANCE AGREEMENT This FORBEARANCE AGREEMENT (this ?Agreement?) dated as of October 12, 2022, by and among The Greenrose Holding Company Inc. (the ?Borrower?), Theraplant, LLC and True Harvest Holdings, Inc. (the ?Guarantor? and together with the Borrower, the ?Credit Parties?), the Lenders party to the Credit Agreement (as defined below) listed on the signature

Entry into a Material Definitive Agreement, Other Events, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SEURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 13, 2022 (October 9, 2022) THE GREENROSE HOLDING COMPANY INC. (Exact name of Registrant as specified in its charter) Delaware 001-39217 84-2845696 (State or other juris

ABHILASH M. RAVAL Partner 55 Hudson Yards | New York, NY 10001-2163 T: 212.530.5123 [email protected] | milbank.com

Exhibit 99.1 Milbank ABHILASH M. RAVAL Partner 55 Hudson Yards | New York, NY 10001-2163 T: 212.530.5123 [email protected] | milbank.com CONFIDENTIAL October 10, 2022 VIA U.S. MAIL The Greenrose Holding Company, Inc. 111 Broadway Amityville, NY 11701 Attn: Timothy Bossidy Re: Credit Agreement - Notice of Additional Default Dear Mr. Bossidy: We write on behalf of DXR Finance, LLC (?DXR Finance? or

Promissory Note dated October 12, 2022, between The Greenrose Holding Company Inc., Theraplant, LLC and DXR Finance, LLC as Agent

Exhibit 10.2 Execution Version THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR TRANSFERRED ABSENT SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND APPLICABLE STATE LAWS. SECURED PROMISSORY NOTE (THIS ?NOTE?) $15,300,000 October 12, 2022 FOR VALUE RECEIVED THE GREENROSE HOLDI

ABHILASH M. RAVAL Partner 55 Hudson Yards I New York, NY 10001-2163 T: 212.530.5123 [email protected] I milbank.com

Exhibit 99.1 Milbank ABHILASH M. RAVAL Partner 55 Hudson Yards I New York, NY 10001-2163 T: 212.530.5123 [email protected] I milbank.com CONFIDENTIAL October 2, 2022 VIA U.S. MAIL Greenrose Holding Company, Inc. 111 Broadway Amityville, NY 11701 Attn: Timothy Bossidy Re: Credit Agreement - Notice of Default Dear Mr. Bossidy: We write on behalf of DXR Finance, LLC (?DXR Finance? or ?Agent?) in ref

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

UNITED STATES SEURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2022 (October 2, 2022) THE GREENROSE HOLDING COMPANY INC. (Exact name of Registrant as specified in its charter) Delaware 001-39217 84-2845696 (State or other jurisd

Amended and Restated Bylaws of The Greenrose Holding Company Inc., dated October 3, 2022

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF THE GREENROSE HOLDING COMPANY INC. ARTICLE I OFFICES 1.1 Registered Office. The registered office of The Greenrose Holding Company Inc. (the ?Corporation?) in the State of Delaware shall be established and maintained at 251 Little Falls Drive, Wilmington, Delaware 19808 and Corporation Service Company shall be the registered agent of the corporation in ch

Other Events

UNITED STATES SEURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2022 (September 26, 2022) THE GREENROSE HOLDING COMPANY INC. (Exact name of Registrant as specified in its charter) Delaware 001-39217 84-2845696 (State or other

ADDITIONAL INFORMATION

Exhibit 99.2 ADDITIONAL INFORMATION The name and present principal occupation or employment of each director and executive officer of, and each person controlling, of each Reporting Person is set forth below. The business address of each person named below is 1012 Springfield Avenue, Mountainside, New Jersey 07092. Each natural person named below is a citizen of the United States of America. Durin

GNRSU / Greenrose Acquisition Corp. Unit / YA II PN, Ltd. - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 The Greenrose Holding Company Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 395392103 (CUSIP Number) Robert Munro c/o Yorkville Advisors Global, LP 1012 Springfield Avenue Mountainside, New Jersey 07092 201.985.8300 (Name, A

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the equity securities of The Greenrose Holding Company, Inc.is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) promulgated under the Securities Exchang

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the equity securities of The Greenrose Holding Company, Inc.is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) promulgated under the Securities Exchang

GNRSU / Greenrose Acquisition Corp. Unit / YA II PN, Ltd. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT No. 2 TO SCHEDULE 13G Under the Securities Exchange Act of 1934 The Greenrose Holding Company Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 395392103 (CUSIP Number) September 22, 2022 (Date of Event, which Requires Filing of this Statement) Check the appropriate box to

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SEURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 22, 2022 (September 16, 2022) THE GREENROSE HOLDING COMPANY INC. (Exact name of Registrant as specified in its charter) Delaware 001-39217 84-2845696 (State or other

Engagement Agreement, dated as of September 19, 2022, by and between The Greenrose Holding Company Inc. and SierraConstellation Partners LLC.

Exhibit 10.01 September 19, 2022 Mr. Jack Falcon and Mr. Ben Rose The Board of Directors /Special Restructuring Committee thereof c/o Chairman Jack Falcon and Director Ben Rose The Greenrose Holding Company Inc. 111 Broadway, Amityville NY 11701 Re: Terms of Engagement of SierraConstellation Partners LLC to Provide Interim Chief Executive Officer and Interim Chief Executive Officer Support Dear Me

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SEURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 14, 2022 (September 8, 2022) THE GREENROSE HOLDING COMPANY INC. (Exact name of Registrant as specified in its charter) Delaware 001-39217 84-2845696 (State or other j

The Greenrose Holding Company Inc. Up to 29,716,728 Shares of Common Stock (including 17,910,000 shares of Common Stock issuable upon exercise of Warrants) Up to 660,000 Warrants Exercisable for Common Stock

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-262003 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated February 9, 2022) The Greenrose Holding Company Inc. Up to 29,716,728 Shares of Common Stock (including 17,910,000 shares of Common Stock issuable upon exercise of Warrants) Up to 660,000 Warrants Exercisable for Common Stock This prospectus supplement supplements the prospectus

The Greenrose Holding Company Reports Second Quarter 2022 Results

Exhibit 99.1 The Greenrose Holding Company Reports Second Quarter 2022 Results ? Continued Focus on Ramping Cultivation Capacity in Connecticut and Arizona ? Progressing Into Second Half of 2022 with Strengthened Leadership Team ? Provides Update on Full Year 2022 Guidance Amityville, New York ? August 22, 2022 ? The Greenrose Holding Company Inc. (OTC: GNRS, GNRSW) (?Greenrose? or the ?Company?),

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SEURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2022 (August 22, 2022) THE GREENROSE HOLDING COMPANY INC. (Exact name of Registrant as specified in its charter) Delaware 001-39217 84-2845696 (State or other jurisd

Q2 2022 Earnings Call Script for August 22, 2022 at 5:00 pm ET Page 1 of 7

Exhibit 99.2 Q2 2022 Earnings Call Script for August 22, 2022 at 5:00 pm ET Page 1 of 7 Greenrose ? Q2 2022 Earnings Call Script Speaker Version Speakers Mickey Harley, Greenrose ? CEO Bernard Wang, Greenrose ? CFO Paul ?Otto? Wimer, Greenrose ? Chief Business Officer SETUP Speaker Dial-In Numbers (for Mickey, Bernard, and Paul): Speaker Access (for Mickey Harley, Bernard Wang, and Paul Wimer): Yo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2022 ☐ Transition Report Pursuant to S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2022 ? Transition Report Pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-39217 THE GREENROSE HOLDING COM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Transition Period Ended: June 30, 2022 Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

The Greenrose Holding Company Inc. Up to 29,716,728 Shares of Common Stock (including 17,910,000 shares of Common Stock issuable upon exercise of Warrants) Up to 660,000 Warrants Exercisable for Common Stock

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-262003 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated February 9, 2022) The Greenrose Holding Company Inc. Up to 29,716,728 Shares of Common Stock (including 17,910,000 shares of Common Stock issuable upon exercise of Warrants) Up to 660,000 Warrants Exercisable for Common Stock This prospectus supplement supplements the prospectus

The Greenrose Holding Company Announces New Leadership Appointments - Bernard Wang Appointed as Chief Financial Officer, Effective August 8, 2022 - - Benjamin Rose Appointed to Board of Directors, Effective August 1, 2022 - - Key Additions Strengthen

Exhibit 99.1 The Greenrose Holding Company Announces New Leadership Appointments - Bernard Wang Appointed as Chief Financial Officer, Effective August 8, 2022 - - Benjamin Rose Appointed to Board of Directors, Effective August 1, 2022 - - Key Additions Strengthen Leadership Team - Amityville, NY ? August 5, 2022 ? The Greenrose Holding Company Inc. (OTC: GNRS, GNRSW) (?Greenrose? or the ?Company?)

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Financial Statements and Exhibits

UNITED STATES SEURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2022 (August 1, 2022) THE GREENROSE HOLDING COMPANY INC. (Exact name of Registrant as specified in its charter) Delaware 001-39217 84-2845696 (State or other jurisdic

The Greenrose Holding Company Inc. Up to 29,716,728 Shares of Common Stock (including 17,910,000 shares of Common Stock issuable upon exercise of Warrants) Up to 660,000 Warrants Exercisable for Common Stock

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-262003 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated February 9, 2022) The Greenrose Holding Company Inc. Up to 29,716,728 Shares of Common Stock (including 17,910,000 shares of Common Stock issuable upon exercise of Warrants) Up to 660,000 Warrants Exercisable for Common Stock This prospectus supplement supplements the prospectus

Settlement Agreement and Release, dated as of July 22, 2022, by and between The Greenrose Holding Company Inc. and Scott J. Cohen.

Exhibit 10.02 SETTLEMENT AGREEMENT AND RELEASE This SETTLEMENT AGREEMENT AND RELEASE (?Agreement?) dated as of July 22, 2022 (?Effective Date?) by and between Scott Cohen (hereinafter referred to as ?Cohen? or ?EMPLOYEE?) and The Greenrose Holding Company Inc., (?GREENROSE? or ?Employer?). WHEREAS, EMPLOYEE?S employment with GREENROSE will end on July 28 2022 (?Employment End Date?). NOW THEREFORE

Employment Agreement, dated as of July 25, 2022, by and between The Greenrose Holding Company Inc. and Bernard Wang.

Exhibit 10.01 July 25, 2022 Via Email ? [email protected] Bernard Wang 5575 Terrace Dr. La Crescenta, CA 91214 Dear Bernard: The Greenrose Holding Company Inc., (the ?Company? or ?Greenrose?) is pleased to make an offer to you of full-time employment as Greenrose?s Chief Financial Officer pursuant to the terms and conditions contained within this employment agreement (the ?Agreement?). This Agreem

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SEURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2022 (July 25, 2022) THE GREENROSE HOLDING COMPANY INC. (Exact name of Registrant as specified in its charter) Delaware 001-39217 84-2845696 (State or other jurisdicti

The Greenrose Holding Company Inc. Up to 29,716,728 Shares of Common Stock (including 17,910,000 shares of Common Stock issuable upon exercise of Warrants) Up to 660,000 Warrants Exercisable for Common Stock

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-262003 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated February 9, 2022) The Greenrose Holding Company Inc. Up to 29,716,728 Shares of Common Stock (including 17,910,000 shares of Common Stock issuable upon exercise of Warrants) Up to 660,000 Warrants Exercisable for Common Stock This prospectus supplement supplements the prospectus

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SEURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2022 (July 14, 2022) THE GREENROSE HOLDING COMPANY INC. (Exact name of Registrant as specified in its charter) Delaware 001-39217 84-2845696 (State or other jurisdicti

The Greenrose Holding Company Inc. Up to 29,716,728 Shares of Common Stock (including 17,910,000 shares of Common Stock issuable upon exercise of Warrants) Up to 660,000 Warrants Exercisable for Common Stock

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-262003 The Greenrose Holding Company Inc. Up to 29,716,728 Shares of Common Stock (including 17,910,000 shares of Common Stock issuable upon exercise of Warrants) Up to 660,000 Warrants Exercisable for Common Stock This prospectus supplement supplements the prospectus dated February 9, 2022 (as amended and supplemented from time to ti

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 5, 2022 (June 28, 2022) THE GREENROSE HOLDING COMPANY INC. (Exact name of Registrant as specified in its charter) Delaware 001-39217 84-2845696 (State or other jurisdicti

As filed with the Securities and Exchange Commission on June 10, 2022

As filed with the Securities and Exchange Commission on June 10, 2022 Registration No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SEURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2022 (June 6, 2022) THE GREENROSE HOLDING COMPANY INC. (Exact name of Registrant as specified in its charter) Delaware 001-39217 84-2845696 (State or other jurisdiction

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SEURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2022 (May 26, 2022) THE GREENROSE HOLDING COMPANY INC. (Exact name of Registrant as specified in its charter) Delaware 001-39217 84-2845696 (State or other jurisdiction

2

Exhibit 99.3 Transcripts The Greenrose Holding Company Inc. CEO Mickey Harley on Q1 2022 Results - Earnings Call Transcript May 16, 2022 7:54 PM ET | Greenrose Holding Company Inc. (GNRS), GNRSU SA Transcripts 127.02K Followers The Greenrose Holding Company Inc. (OTC:GNRS) Q1 2022 Earnings Conference Call May 16, 2022 5:30 PM ET Company Participants Mickey Harley ? Chairman and Chief Executive Off

The Greenrose Holding Company to Hold First Quarter 2022 Conference Call on May 16, 2022 at 5:30 p.m. ET

Exhibit 99.1 The Greenrose Holding Company to Hold First Quarter 2022 Conference Call on May 16, 2022 at 5:30 p.m. ET May 13, 2022 4:47 PM EDT AMITYVILLE, N.Y., May 13, 2022 (GLOBE NEWSWIRE) - The Greenrose Holding Company Inc. (OTC: GNRS, GNRSW) (?Greenrose? or the ?Company?), a multi-state grower and producer of cannabis brands and products, will hold a conference call on Monday, May 16, 2022 at

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SEURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2022 (May 13, 2022) THE GREENROSE HOLDING COMPANY INC. (Exact name of Registrant as specified in its charter) Delaware 001-39217 84-2845696 (State or other jurisdiction

The Greenrose Holding Company Inc. Condensed Consolidated Balance Sheets March 31, 2022 and December 31, 2021 (in thousands, except share and per share amounts)

Exhibit 99.2 The Greenrose Holding Company Reports First Quarter 2022 Results May 16, 2022 8:30 PM EDT ? Focus on Optimizing Inventory in Connecticut and Production Capacity in Arizona ? Improving Positioning for Early-Stage Recreational Market Opportunities ? Provides Revised Guidance for the Full Year Ended December 31, 2022 AMITYVILLE, N.Y., May 16, 2022 (GLOBE NEWSWIRE) ? The Greenrose Holding

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2022 ☐ Transition Report Pursuant to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2022 ☐ Transition Report Pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-39217 THE GREENROSE HOLDING CO

O V E R V I E W 5 . 5 . 2 2 O T C : G N R S OTC: GNRS This Presentation (together with oral statements made in connection herewith, this “Presentation”) contains selected confidential information about The Greenrose Holding Company Inc . (‘GREENROSE”

Exhibit 99.1 O V E R V I E W 5 . 5 . 2 2 O T C : G N R S OTC: GNRS This Presentation (together with oral statements made in connection herewith, this ?Presentation?) contains selected confidential information about The Greenrose Holding Company Inc . (?GREENROSE?) and information relating to GREENROSE?S business with the companies for which summary overview information is provided herein . By rece

Financial Statements and Exhibits, Other Events

UNITED STATES SEURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2022 (May 6, 2022) THE GREENROSE HOLDING COMPANY INC. (Exact name of Registrant as specified in its charter) Delaware 001-39217 84-2845696 (State or other jurisdiction o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended December 31, 2021 ☐ Transition Report Pursua

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended December 31, 2021 ? Transition Report Pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-39217 THE GREENROSE HOLD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended December 31, 2021 ☐ Transition Report Pursuant to Section 13 o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended December 31, 2021 ? Transition Report Pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-39217 THE GREENROSE HOLDING COMPANY INC. (

Description of Securities

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of December 31, 2021, The Greenrose Holding Company Inc. (?we,? ?our,? ?us,? ?Greenrose? or the ?Company?) had the following [four] classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): (i

FORM 12b-25

NT 10-K 1 ea157713-nt10kthegreen.htm NOTIFICATION OF LATE FILING UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058 Washington, D.C. 20549 Expires: March 31, 20022 Estimated average burden Hours per response 2.50 FORM 12b-25 SEC FILE NUMBER 0001790665 NOTIFICATION OF LATE FILING CUSIP NUMBER 395392103 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ F

GNRSU / Greenrose Acquisition Corp. Unit / CITADEL ADVISORS LLC - GREENROSE HOLDING CO INC. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* The Greenrose Holding Company Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (the ?Shares?) (Title of Class of Securities)

The Greenrose Holding Company Inc. Up to 29,716,728 Shares of Common Stock (including 17,910,000 shares of Common Stock issuable upon exercise of Warrants) Up to 660,000 Warrants Exercisable for Common Stock

PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No.: 333-262003 The Greenrose Holding Company Inc. Up to 29,716,728 Shares of Common Stock (including 17,910,000 shares of Common Stock issuable upon exercise of Warrants) Up to 660,000 Warrants Exercisable for Common Stock This prospectus relates to the resale from time to time of (i) 17,910,000 shares of our common stock, $0.0001 par value

JOINT FILING AGREEMENT

Page 10 of 10 EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of The Greenrose Holding Company Inc.

GNRSU / Greenrose Acquisition Corp. Unit / Linden Capital L.P. - SC 13G Passive Investment

SC 13G 1 d298980dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* The Greenrose Holding Company Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 395392103 (CUSIP Number) February 4, 2022 (Date of Event which Requires Filing of this Statement

The Greenrose Holding Company Inc. 111 Broadway Amityville, NY 11701

CORRESP 1 filename1.htm The Greenrose Holding Company Inc. 111 Broadway Amityville, NY 11701 February 9, 2022 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: The Greenrose Holding Company Inc. Registration Statement on Form S-1/A File No. 333-262003 Ladies and Gentlemen: The Greenrose Holding Company Inc. (the “Company”) hereby requests, pursuant to Rule

GNRSU / Greenrose Acquisition Corp. Unit / Greenrose Associates LLC - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 The Greenrose Holding Company Inc. (Name of Issuer) Common Stock, $0.0001 per share par value (Title of Class of Securities) 395392103 (CUSIP Number) Greenrose Associates LLC Attn: William F. Harley III 111 Broadway Amityville, NY 11701 (516) 346-5270 Copies to: Guy Molina

Calculation of Filing Fee Table

EX-FILING FEES 6 fs12022a1ex-feegreenrose.htm FILING FEE TABLE Exhibit 107 Calculation of Filing Fee Table Form S-1/A (Form Type) The Greenrose Holding Company Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price

GNRSU / Greenrose Acquisition Corp. Unit / Hudson Bay Capital Management LP - GNRS 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* The Greenrose Holding Company Inc. (formerly known as Greenrose Acquisition Corp.) (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 395392103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this State

As filed with the Securities and Exchange Commission on February 7, 2022

As filed with the Securities and Exchange Commission on February 7, 2022 Registration No.

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SEURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 3, 2022 (January 28, 2022) THE GREENROSE HOLDING COMPANY INC. (Exact name of Registrant as specified in its charter) Delaware 001-39217 84-2845696 (State or other juri

Exchange Agreement, dated as of February 2, 2022, by and between The Greenrose Holding Company Inc. and Greenrose Associates LLC

EX-10.1 3 ea154925ex10-1greenrose.htm EXCHANGE AGREEMENT DATED FEBRUARY 2, 2022 BY AND BETWEEN THE GREENROSE HOLDING COMPANY INC. AND GREENROSE ASSOCIATES LLC Exhibit 10.1 Exchange Agreement THIS EXCHANGE AGREEMENT (the “Agreement”) dated as of February 2, 2022 (the “Effective Date”) is entered into between The Greenrose Holding Company Inc. (“Greenrose Holding” or the “Company”) and Greenrose Ass

Amended and Restated Bylaws

EX-3.1 2 ea154925ex3-1greenrose.htm AMENDED AND RESTATED BYLAWS Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF THE GREENROSE HOLDING COMPANY INC. ARTICLE I OFFICES 1.1 Registered Office. The registered office of The Greenrose Holding Company Inc. (the “Corporation”) in the State of Delaware shall be established and maintained at 251 Little Falls Drive, Wilmington, Delaware 19808 and Corporation Servic

Financial Statements and Exhibits, Other Events

UNITED STATES SEURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2022 (January 27, 2022) THE GREENROSE HOLDING COMPANY INC. (Exact name of Registrant as specified in its charter) Delaware 001-39217 84-2845696 (State or other juri

1 1 1 Overview January 2022 2 2 2 Disclaimer This Presentation (together with oral statements made in connection herewith, this “Presentation”) contains selected confiden tia l information about The Greenrose Holding Company Inc. (‘GREENROSE”) and in

EX-99.1 2 ea154562ex99-1greenrose.htm INVESTOR PRESENTATION Exhibit 99.1 1 1 1 Overview January 2022 2 2 2 Disclaimer This Presentation (together with oral statements made in connection herewith, this “Presentation”) contains selected confiden tia l information about The Greenrose Holding Company Inc. (‘GREENROSE”) and information relating to GREENROSE’S business with the companies for which summa

GNRSU / Greenrose Acquisition Corp. Unit / True Harvest, LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 The Greenrose Holding Company Inc.

Termination of a Material Definitive Agreement

UNITED STATES SEURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2022 (January 6, 2022) THE GREENROSE HOLDING COMPANY INC. (Exact name of Registrant as specified in its charter) Delaware 001-39217 84-2845696 (State or other juris

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the equity securities of Greenrose Acquisition Corp. is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) promulgated under the Securities Exchange Act o

GNRSU / Greenrose Acquisition Corp. Unit / YA II PN, Ltd. - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT No. 1 TO SCHEDULE 13G Under the Securities Exchange Act of 1934 Greenrose Holding Co Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 395392103 (CUSIP Number) December 31, 2021 (Date of Event, which Requires Filing of this Statement) Check the appropriate box to designate

Amendment No. 3 to the Asset Purchase Agreement dated as of December 31, 2021, by and among True Harvest, LLC, an Arizona limited liability company, Greenrose Acquisition Corp, a Delaware corporation, and True Harvest Holdings, Inc., a Delaware corporation

Exhibit 2.1 AMENDMENT NO. 3 TO ASSET PURCHASE AGREEMENT This AMENDMENT NO. 3 (this ?Amendment No. 3?) to the ASSET PURCHASE AGREEMENT (the ?Purchase Agreement?), made as of March 12, 2021, by and among True Harvest, LLC, an Arizona limited liability company (?Seller?), The Greenrose Holding Company Inc., a Delaware corporation formerly known as Greenrose Acquisition Corp (?Parent?), and True Harve

Warrant No. 2

Exhibit 4.3 REGISTRATION RIGHTS AGREEMENT ? THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR THE SECURITIES LAWS OF ANY JURISDICTION. THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED, ENCUMBERED, HYPOTHECATED, OR OTHERWISE D

Amendment No. 1 to the Senior Secured Credit Agreement among the Company, TPT Merger Sub, Theraplant, DXR Finance, LLC as Agent (“Agent”) and DXR-GL HOLDINGS I, LLC, DXR-GL HOLDINGS II, LLC, and DXR-GL HOLDINGS III, LLC as lenders

Exhibit 10.1 Execution Version AMENDMENT NO. 1 TO CREDIT AGREEMENT AMENDMENT NO. 1 TO CREDIT AGREEMENT (this ?Amendment?), dated as of December 31, 2021 (?Amendment No. 1 Effective Date?), by and among The Greenrose Holding Company Inc. (f/k/a Greenrose Acquisition Corp.) (the ?Borrower?), the other Loan Parties that are party hereto, the lenders that are party hereto (each, a ?Lender? and collect

Amended and Restated Warrant No. 1

Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT ? THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR THE SECURITIES LAWS OF ANY JURISDICTION. THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED, ENCUMBERED, HYPOTHECATED, OR OTHERWISE D

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SEURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2022 (December 31, 2021) THE GREENROSE HOLDING COMPANY INC. (Exact name of Registrant as specified in its charter) Delaware 001-39217 84-2845696 (State or other juri

The Greenrose Holding Company Closes Asset Purchase of True Harvest, LLC - True Harvest Expands Greenrose’s Footprint into Arizona and Establishes Strong Cultivation Presence in the Southwest - - Greenrose Provides Revised 2022 Outlook for True Harve

Exhibit 99.1 The Greenrose Holding Company Closes Asset Purchase of True Harvest, LLC - True Harvest Expands Greenrose?s Footprint into Arizona and Establishes Strong Cultivation Presence in the Southwest - - Greenrose Provides Revised 2022 Outlook for True Harvest and Theraplant - AMITYVILLE, N.Y., January 3, 2022 ? The Greenrose Holding Company Inc. (OTC: GNRS, GNRSW) (?Greenrose? or the ?Compan

Registration Rights Agreement of True Harvest, LLC

EX-4.1 3 ea153570ex4-1greenrosehold.htm REGISTRATION RIGHTS AGREEMENT OF TRUE HARVEST, LLC Exhibit 4.1 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of December 31, 2021 among The Greenrose Holding Company Inc.., a Delaware corporation (the “Company”), each of the individuals listed on the signature pages hereto (collectively, the “Holders”), and ea

Registration Rights Agreement of True Harvest, LLC.

EX-4.3 3 fs12021ex4-3greenrosehold.htm REGISTRATION RIGHTS AGREEMENT OF TRUE HARVEST, LLC Exhibit 4.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of December 31, 2021 among The Greenrose Holding Company Inc.., a Delaware corporation (the “Company”), each of the individuals listed on the signature pages hereto (collectively, the “Holders”), and eac

Amendment No. 3 to the Asset Purchase Agreement dated as of December 31, 2021, by and among True Harvest, LLC, an Arizona limited liability company, Greenrose Acquisition Corp, a Delaware corporation, and True Harvest Holdings, Inc., a Delaware corporation.

Exhibit 2.1 AMENDMENT NO. 3 TO ASSET PURCHASE AGREEMENT This AMENDMENT NO. 3 (this ?Amendment No. 3?) to the ASSET PURCHASE AGREEMENT (the ?Purchase Agreement?), made as of March 12, 2021, by and among True Harvest, LLC, an Arizona limited liability company (?Seller?), The Greenrose Holding Company Inc., a Delaware corporation formerly known as Greenrose Acquisition Corp (?Parent?), and True Harve

As filed with the Securities and Exchange Commission on January 4, 2022

As filed with the Securities and Exchange Commission on January 4, 2022 Registration No.

Amendment No. 1 to the Senior Secured Credit Agreement among the Company, TPT Merger Sub, Theraplant, DXR Finance, LLC as Agent (“Agent”) and DXR-GL HOLDINGS I, LLC, DXR-GL HOLDINGS II, LLC, and DXR-GL HOLDINGS III, LLC as lenders.

EX-10.1 4 fs12021ex10-1greenrosehold.htm AMENDMENT NO. 1 TO THE SENIOR SECURED CREDIT AGREEMENT AMONG THE COMPANY, TPT MERGER SUB, THERAPLANT, DXR FINANCE, LLC AS AGENT ("AGENT") AND DXR-GL HOLDINGS I, LLC, DXR-GL HOLDINGS II, LLC, AND DXR-GL HOLDINGS III, LLC AS LENDERS Exhibit 10.1 Execution Version AMENDMENT NO. 1 TO CREDIT AGREEMENT AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SEURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 23, 2021 (December 22, 2021) THE GREENROSE HOLDING COMPANY INC. (Exact name of Registrant as specified in its charter) Delaware 001-39217 84-2845696 (State or other ju

GNRSU / Greenrose Acquisition Corp. Unit / YA II PN, Ltd. - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Greenrose Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 395392103 (CUSIP Number) December 3, 2021 (Date of Event, which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

GNRSU / Greenrose Acquisition Corp. Unit / Karpus Management, Inc. - KARPUS INVESTMENT MGT / GREENROSE ACQUISITION CORP - SCHEDULE 13G/A(#2) Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) * GreenRose Acquisition Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 395392202 395392103 (CUSIP Number) November 30, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuan

Change in Shell Company Status, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Other Events, Completion of Acquisition or Disposition of Assets, Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Completion of Acquisition or Disposition of Assets, Completion of Acquisition or Disposition of Assets, Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

UNITED STATES SEURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 2, 2021 (November 26, 2021) THE GREENROSE HOLDING COMPANY INC. (Exact name of Registrant as specified in its charter) Delaware 001-39217 84-2845696 (State or other jur

Lender Warrant No. 1

EX-4.2 2 ea151585ex4-2greenrose.htm LENDER WARRANT Exhibit 4.2 Registration Rights Agreement – THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY JURISDICTION. THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended December 31, 2020 Commission File Number 0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended December 31, 2020 Commission File Number 001-39217 GREENROSE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 84-2845696 (State or Other Jurisdiction of Incorp

Description of Securities

Exhibit 4.1 DESCRIPTION OF REGISTRANT?S SECURITIES The following summary of Greenrose Acquisition Corp.?s securities is based on and qualified by the Company?s Amended and Restated Articles of Incorporation (the ?Amended and Restated Charter?). References to the ?Company? and to ?we,? ?us,? and ?our? refer to Greenrose Acquisition Corp. General As of December 31, 2020, the Company is authorized to

Greenrose Acquisition Corp. Announces Closing of Business Combination with Theraplant - Greenrose to Continue Trading on the OTC Under Ticker Symbol “GNRS” -

EX-99.6 8 ea151585ex99-6greenrose.htm PRESS RELEASE DATED NOVEMBER 29, 2021 Exhibit 99.6 Greenrose Acquisition Corp. Announces Closing of Business Combination with Theraplant - Greenrose to Continue Trading on the OTC Under Ticker Symbol “GNRS” - AMITYVILLE, N.Y., November 29, 2021 (GLOBE NEWSWIRE) - Greenrose Acquisition Corp. (OTC: GNRSU, GNRS, GNRSW) (“Greenrose” or the “Company”) announced tod

Report of Independent Registered Public Accounting Firm

EX-99.2 6 ea151585ex99-2greenrose.htm UNAUDITED CONDENSED FINANCIAL STATEMENTS AS OF AND FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 OF THERAPLANT Exhibit 99.2 Report of Independent Registered Public Accounting Firm To the Members Theraplant, LLC Results of Review of Interim Consolidated Financial Statements We have reviewed the accompanying interim consolidated balance sheets of Therap

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THERAPLANT

EX-99.3 7 ea151585ex99-3greenrose.htm MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND RESULTS OF OPERATION OF THERAPLANT FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND THE YEARS ENDED DECEMBER 31, 2020 AND 2019 Exhibit 99.3 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THERAPLANT The following discussion and analysis should

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

EX-99.1 5 ea151585ex99-1greenrose.htm UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS OF GREENROSE AS OF SEPTEMBER 30, 2021 AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND FOR THE YEAR ENDED DECEMBER 31, 2020 Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Capitalized terms used in this section of the filing and not defined in this section of the filing h

Escrow Agreement

EX-10.2 3 ea151585ex10-2greenrose.htm ESCROW AGREEMENT Exhibit 10.2 ESCROW AGREEMENT THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of November 24, 2021 by and among Shareholder Representative Services LLC, a Colorado limited liability company solely in its capacity as the representative of the Selling Securityholders (the “Selling Securityholder’s Representative”), Greenrose

Senior Secured Credit Agreement among Company, TPT Merger Sub, Theraplant, DXR Finance, LLC as Agent (“Agent”) and DXR-GL HOLDINGS I, LLC, DXR-GL HOLDINGS II, LLC, and DXR-GL HOLDINGS III, LLC as lenders

Exhibit 10.3 CREDIT AGREEMENT by and among THE GREENROSE HOLDING COMPANY INC. (F/K/A GREENROSE ACQUISITION CORP.), as Borrower, THE OTHER LOAN PARTIES THAT ARE PARTY HERETO, THE LENDERS THAT ARE PARTY HERETO as the Lenders, and DXR FINANCE, LLC as Agent Dated as of November 26, 2021 Table of Contents Page 1. DEFINITIONS AND CONSTRUCTION 1 1.1 Definitions 1 1.2 Accounting Terms 26 1.3 Code 26 1.4 C

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 November 30, 2021 (November 24, 2021) Date of Report (Date of earliest event reported): THE GREENROSE HOLDING COMPANY INC. (Exact name of registrant as specified in its charter) Delaware 001-39217 84-2845696 (State or other j

Amendment No. 2 to the Agreement and Plan of Merger dated as of November 26, 2021, by and among Greenrose Acquisition Corp., GNRS CT Merger Sub, LLC, Theraplant, LLC and Shareholder Representative Services LLC, as amended

Exhibit 2.1 AMENDMENT NO. 2 TO MERGER AGREEMENT This AMENDMENT NO. 2 (this ?Amendment?) to the AGREEMENT AND PLAN OF MERGER (the ?Merger Agreement?), by and among THERAPLANT, LLC, a Connecticut limited liability company (the ?Company?), Greenrose Acquisition Corp, a Delaware corporation (?Parent?), GNRS CT Merger Sub, LLC, a Delaware limited liability corporation (?Merger Sub?), and Shareholder Re

Second Amended and Restated Certificate of Incorporation

EX-3.1 3 ea151540ex3-1greenrosehold.htm AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE GREENROSE HOLDING COMPANY, INC. Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE GREENROSE HOLDING COMPANY INC. Pursuant to Section 245 of the Delaware General Corporation Law Greenrose Acquisition Corp., a corporation existing under the laws of the State of Delaware (the “Co

Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 November 24, 2021 (November 19, 2021) Date of Report (Date of earliest event reported): GREENROSE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39217 84-2845696 (State or other jurisdic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39217 GREENROSE ACQUISI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-Q 1 ea150687-nt10qgreenroseacq.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-392179 CUSIP Number: 395392 10 2 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2021 ☐ Transition Report on Form 1

Amended and Restated Certificate of Incorporation

EX-3.1 2 ea150513ex3-1greenroseacq.htm AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE COMPANY Exhibit 3.1 STATE OF DELAWARE CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GREENROSE ACQUISITION CORP. Pursuant to Section 242 of the Delaware General Corporation Law Greenrose Acquisition Corp., a corporation existing under the laws of the State of Delaware (

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 November 12, 2021 (November 8, 2021) Date of Report (Date of earliest event reported): GREENROSE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39217 84-2845696 (State or other jurisdict

Amendment No. 2 to Asset Purchase Agreement, dated as of October 28, 2021, by and among True Harvest, LLC, an Arizona limited liability company, Greenrose Acquisition Corp, a Delaware corporation, and True Harvest Holdings, Inc., a Delaware corporation

EX-2.1 2 ea149886ex2-1greenrose.htm AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT DATED AS OF OCTOBER 28, 2021 Exhibit 2.1 AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT This AMENDMENT NO. 2 (this “Amendment”) to the ASSET PURCHASE AGREEMENT (the “Purchase Agreement”), made as of March 12, 2021, by and among True Harvest, LLC, an Arizona limited liability company (“Seller”), Greenrose Acquisition Corp,

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 November 3, 2021 (October 28, 2021) Date of Report (Date of earliest event reported): GREENROSE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39217 84-2845696 (State or other jurisdicti

Other Events, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 October 27, 2021 Date of Report (Date of earliest event reported): GREENROSE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39217 84-2845696 (State or other jurisdiction of incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 October 21, 2021 Date of Report (Date of earliest event reported): GREENROS

DEFA14A 1 ea149172-8kgreenrose.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 October 21, 2021 Date of Report (Date of earliest event reported): GREENROSE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39217 84-284

Non-Redemption Agreement, dated October 20, 2021

Exhibit 10.1 Ladies and Gentlemen: Greenrose Acquisition Corp, a Delaware corporation (the “Issuer”), has entered into certain Business Combination Agreements (as defined in the Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on October 5, 2021 (the “Proxy”)) pursuant to which the Issuer intends to close on the Qualified Business Combinations (as d

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 October 21, 2021 Date of Report (Date of earliest event reported): GREENROSE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39217 84-2845696 (State or other jurisdiction of incorporation

Non-Redemption Agreement, dated as of October 20, 2021

Exhibit 10.1 Ladies and Gentlemen: Greenrose Acquisition Corp, a Delaware corporation (the ?Issuer?), has entered into certain Business Combination Agreements (as defined in the Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on October 5, 2021 (the ?Proxy?)) pursuant to which the Issuer intends to close on the Qualified Business Combinations (as d

Greenrose Acquisition Corp. Announces Extension of Time to Consummate Business Combinations

Exhibit 99.1 Greenrose Acquisition Corp. Announces Extension of Time to Consummate Business Combinations AMITYVILLE, N.Y., October 13, 2021 (GLOBE NEWSWIRE) - Greenrose Acquisition Corp. (OTC: GNRSU, GNRS, GNRSW) (?Greenrose? or the ?Company?), a special purpose acquisition company targeting companies in the cannabis industry, provided notification to Continental Stock Transfer & Trust Company tha

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 October 13, 2021 (October 8, 2021) Date of Report (Date of earliest event reported): GREENROSE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39217 84-2845696 (State or other jurisdictio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 October 13, 2021 (October 8, 2021) Date of Report (Date of earliest event r

DEFA14A 1 ea148794-8kgreenrose.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 October 13, 2021 (October 8, 2021) Date of Report (Date of earliest event reported): GREENROSE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delawar

Press Release dated October 13, 2021

Exhibit 99.1 Greenrose Acquisition Corp. Announces Extension of Time to Consummate Business Combinations AMITYVILLE, N.Y., October 13, 2021 (GLOBE NEWSWIRE) - Greenrose Acquisition Corp. (OTC: GNRSU, GNRS, GNRSW) (?Greenrose? or the ?Company?), a special purpose acquisition company targeting companies in the cannabis industry, provided notification to Continental Stock Transfer & Trust Company tha

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 October 11, 2021 (October 1, 2021) Date of Report (Date of earliest event reported): GREENROSE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39217 84-2845696 (State

Letter from Marcum LLP to the Securities and Exchange Commission dated October 11, 2021

EX-16.1 2 ea148688ex16-1greenrose.htm LETTER FROM MARCUM LLP TO THE SECURITIES AND EXCHANGE COMMISSION DATED OCTOBER 8, 2021 Exhibit 16.1 October 11, 2021 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Greenrose Acquisition Corp. under Item 4.01 of its Form 8-K/A (Amendment No.1) dated October 11, 2021. We agree with th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 October 11, 2021 (October 1, 2021) Date of Report (Date

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 October 11, 2021 (October 1, 2021) Date of Report (Date of earliest event reported): GREENROSE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39217 84-2845696 (State

Letter from Marcum LLP to the Securities and Exchange Commission dated October 11, 2021

EX-16.1 2 ea148688ex16-1greenrose.htm LETTER FROM MARCUM LLP TO THE SECURITIES AND EXCHANGE COMMISSION DATED OCTOBER 8, 2021 Exhibit 16.1 October 11, 2021 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Greenrose Acquisition Corp. under Item 4.01 of its Form 8-K/A (Amendment No.1) dated October 11, 2021. We agree with th

Press Release dated October 6, 2021

EX-99.1 3 ea148497ex99-1greenrose.htm PRESS RELEASE DATED OCTOBER 6, 2021 Exhibit 99.1 Greenrose Acquisition Corp. Sets Special Shareholder Meeting to Vote on Proposed Business Combination for October 27, 2021 at 9:00 A.M. Eastern Time AMITYVILLE, N.Y., Oct. 6, 2021 - Greenrose Acquisition Corp. (OTC: GNRSU, GNRS, GNRSW) (“Greenrose” or the “Company”), a special purpose acquisition company targeti

Entry into a Material Definitive Agreement, Changes in Registrant's Certifying Accountant, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 October 6, 2021 (October 1, 2021) Date of Report (Date of earliest event reported): GREENROSE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39217 84-2845696 (State or other jurisdiction

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 October 6, 2021 (October 1, 2021) Date of Report (Date of earliest event re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 October 6, 2021 (October 1, 2021) Date of Report (Date of earliest event reported): GREENROSE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39217 84-2845696 (State or other jurisdiction

Greenrose Acquisition Corp. Sets Special Shareholder Meeting to Vote on Proposed Business Combination for October 27, 2021 at 9:00 A.M. Eastern Time

Exhibit 99.1 Greenrose Acquisition Corp. Sets Special Shareholder Meeting to Vote on Proposed Business Combination for October 27, 2021 at 9:00 A.M. Eastern Time AMITYVILLE, N.Y., Oct. 6, 2021 - Greenrose Acquisition Corp. (OTC: GNRSU, GNRS, GNRSW) (?Greenrose? or the ?Company?), a special purpose acquisition company targeting companies in the cannabis industry, announced that it has filed its def

Promissory Note in the principal amount of $100,000 dated October 1, 2021

EX-10.1 2 ea148497ex10-1greenrose.htm PROMISSORY NOTE IN THE PRINCIPAL AMOUNT OF $100,000 DATED OCTOBER 1, 2021 Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER

Promissory Note in the principal amount of $100,000 dated October 1, 2021

Exhibit 10.1 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Agreement and Plan of Merger of Theraplant dated March 12, 2021, dated as of March 12, 2021, by and among Greenrose Acquisition Corp., GNRS CT Merger Sub, LLC, Theraplant, LLC, and Shareholder Representative Services, LLC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Promissory Note in the principal amount of $65,000 dated September 20, 2021

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Promissory Note in the principal amount of $65,000 dated September 20, 2021

EX-10.1 2 ea147751ex10-1greenroseacq.htm PROMISSORY NOTE IN THE PRINCIPAL AMOUNT OF $65,000 DATED SEPTEMBER 20, 2021 Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF U

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 September 21, 2021 (September 15, 2021) Date of Report (Date of earliest event reported): GREENROSE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39217 84-2845696 (State or other jurisd

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 September 21, 2021 (September 15, 2021) Date of Report (Date of earliest ev

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 September 21, 2021 (September 15, 2021) Date of Report (Date of earliest event reported): GREENROSE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39217 84-2845696 (State or other jurisd

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) ☐ Defi

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Tarter Krinsky & Drogin LLP 1350 Broadway | New York | NY | 10018 www.tarterkrinsky.com September 20, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Amy Geddes and Charles Guidry RE: Greenrose Acquisition Corp. Preliminary Proxy Statement on Schedule 14A Submitted June 4, 2021 CIK No. 0001790665 Ladies &

GNRSU / Greenrose Acquisition Corp. Unit / Beryl Capital Management LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Greenrose Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 395392103 (CUSIP Number) September 15, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 September 10, 2021 (September 8, 2021) Date of Report (Date of earliest eve

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 September 10, 2021 (September 8, 2021) Date of Report (Date of earliest event reported): GREENROSE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39217 84-2845696 (State or other jurisdi

Promissory Note in the principal amount of $180,000 dated September 9, 2021

EX-10.1 2 ea147187ex10-1greenroseacq.htm PROMISSORY NOTE IN THE PRINCIPAL AMOUNT OF $180,000 DATED SEPTEMBER 9, 2021 Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF U

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 September 10, 2021 (September 8, 2021) Date of Report (Date of earliest event reported): GREENROSE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39217 84-2845696 (State or other jurisdi

Transcript of September 9, 2021 virtual investor conference call

Exhibit 99.1 Cody Slach: Good morning or good afternoon, depending upon where you?re joining us today. For our next presenting company, we have Greenrose Acquisition Corp, and presenting from the company, we have Paul Otto Wimer, president. Paul, I?ll kick it over to you. Paul Otto Wimer: Great. Thank you. Dan, if you want to start off, I?d appreciate it. Daniel Harley: Sure. Paul: Just advance to

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Exhibit 99.1 Cody Slach: Good morning or good afternoon, depending upon where you?re joining us today. For our next presenting company, we have Greenrose Acquisition Corp, and presenting from the company, we have Paul Otto Wimer, president. Paul, I?ll kick it over to you. Paul Otto Wimer: Great. Thank you. Dan, if you want to start off, I?d appreciate it. Daniel Harley: Sure. Paul: Just advance to

Promissory Note in the principal amount of $180,000 dated September 9, 2021

EX-10.1 2 ea147187ex10-1greenroseacq.htm PROMISSORY NOTE IN THE PRINCIPAL AMOUNT OF $180,000 DATED SEPTEMBER 9, 2021 Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF U

GNRSU / Greenrose Acquisition Corp. Unit / Beryl Capital Management LLC Passive Investment

SC 13G 1 greenroseacquisition13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Greenrose Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 395392103 (CUSIP Number) August 26, 2021 (Date of Event Which Requires Filing of this Statement) Check the app

Promissory Note in the principal amount of $450,000 dated August 26, 2021

Exhibit 10.1 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 August 31, 2021 (August 26, 2021) Date of Report (Date of earliest event reported): GREENROSE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39217 84-2845696 (State or other jurisdiction

Promissory Note in the principal amount of $450,000 dated August 26, 2021

EX-10.1 2 ea146590ex10-1greenrose.htm PROMISSORY NOTE IN THE PRINCIPAL AMOUNT OF $450,000 DATED AUGUST 26, 2021 Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 August 31, 2021 (August 26, 2021) Date of Report (Date of earliest event re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 August 31, 2021 (August 26, 2021) Date of Report (Date of earliest event reported): GREENROSE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39217 84-2845696 (State or other jurisdiction

1

Tarter Krinsky & Drogin LLP 1350 Broadway | New York | NY | 10018 www.tarterkrinsky.com August 20, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Amy Geddes and Charles Guidry RE: Greenrose Acquisition Corp. Preliminary Proxy Statement on Schedule 14A Submitted June 4, 2021 CIK No. 0001790665 Ladies & Gen

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) ? Defi

Amendment No. 1 to the Agreement and Plan of Merger dated as of March 12, 2021, by and among Greenrose Acquisition Corp., GNRS CT Merger Sub, LLC, Theraplant, LLC and Shareholder Representative Services LLC

Exhibit 22.1 AMENDMENT NO. 1 TO MERGER AGREEMENT This AMENDMENT NO. 1 (this ?Amendment?) to the AGREEMENT AND PLAN OF MERGER (the ?Merger Agreement?), made as of March 12, 2021, by and among THERAPLANT, LLC, a Connecticut limited liability company (the ?Company?), Greenrose Acquisition Corp, a Delaware corporation (?Parent?), GNRS CT Merger Sub, LLC, a Delaware limited liability corporation (?Merg

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 August 16, 2021 (August 10, 2021) Date of Report (Date of earliest event re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 August 16, 2021 (August 10, 2021) Date of Report (Date of earliest event reported): GREENROSE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39217 84-2845696 (State or other jurisdiction

Form of Registration Rights Agreement

Exhibit 22.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of the day of , 2021, by and among Greenrose Acquisition Corp., a Delaware corporation (the ?Company?), and the undersigned parties listed under Investors on the signature page hereto (each, an ?Investor? and collectively, the ?Investors?). RECITALS WHEREAS, the Investors and the Com

Greenrose Acquisition Corp. Announces Extension of Time to Consummate Business Combinations Enters into Agreement to Amend Theraplant Merger Agreement

EX-99.1 4 ea145908ex99-1greenroseacqu.htm PRESS RELEASE DATED AUGUST 12, 2021 Exhibit 99.1 Greenrose Acquisition Corp. Announces Extension of Time to Consummate Business Combinations Enters into Agreement to Amend Theraplant Merger Agreement AMITYVILLE, N.Y., Aug. 12, 2021 (GLOBE NEWSWIRE) - Greenrose Acquisition Corp. (OTC: GNRSU, GNRS, GNRSW) (“Greenrose” or the “Company”), a special purpose acq

Amendment No. 1, dated as of August 10, 2021, to the Agreement and Plan of Merger, dated as of March 12, 2021, by and among Greenrose Acquisition Corp., GNRS CT Merger Sub, LLC, Theraplant, LLC, and Shareholder Representative Services, LLC

Exhibit 22.1 AMENDMENT NO. 1 TO MERGER AGREEMENT This AMENDMENT NO. 1 (this ?Amendment?) to the AGREEMENT AND PLAN OF MERGER (the ?Merger Agreement?), made as of March 12, 2021, by and among THERAPLANT, LLC, a Connecticut limited liability company (the ?Company?), Greenrose Acquisition Corp, a Delaware corporation (?Parent?), GNRS CT Merger Sub, LLC, a Delaware limited liability corporation (?Merg

Press release dated August 12, 2021

EX-99.1 4 ea145908ex99-1greenroseacqu.htm PRESS RELEASE DATED AUGUST 12, 2021 Exhibit 99.1 Greenrose Acquisition Corp. Announces Extension of Time to Consummate Business Combinations Enters into Agreement to Amend Theraplant Merger Agreement AMITYVILLE, N.Y., Aug. 12, 2021 (GLOBE NEWSWIRE) - Greenrose Acquisition Corp. (OTC: GNRSU, GNRS, GNRSW) (“Greenrose” or the “Company”), a special purpose acq

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 August 16, 2021 (August 10, 2021) Date of Report (Date of earliest event reported): GREENROSE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39217 84-2845696 (State or other jurisdiction

Registration Rights Agreement of Former Equity holders of Theraplant, LLC

EX-22.2 3 ea145908ex22-2greenroseacqu.htm FORM OF REGISTRATION RIGHTS AGREEMENT Exhibit 22.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2021, by and among Greenrose Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor”

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39217 GREENROSE ACQUISITION

Greenrose Acquisition Corp. Signs Commitment Letter for Up to $103 Million in Additional Capital

Exhibit 99.1 DRAFT ? 8-4-21 Greenrose Acquisition Corp. Signs Commitment Letter for Up to $103 Million in Additional Capital Amityville, NY ? August XX, 2021 - Greenrose Acquisition Corp. (OTC: GNRSU, GNRS, GNRSW) (Greenrose), a special purpose acquisition company targeting companies in the cannabis industry, has signed a commitment letter for up to $103 million in capital from SunStream Bancorp,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 August 5, 2021 Date of Report (Date of earliest event reported): GREENROSE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 August 5, 2021 Date of Report (Date of earliest event reported): GREENROSE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39217 84-2845696 (State or other jurisdiction of incorporation o

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 August 5, 2021 Date of Report (Date of earliest event reported): GREENROSE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39217 84-2845696 (State or other jurisdiction of incorporation o

Press release, dated August 5, 2021

EX-99.1 2 ea145321ex99-1greenrose.htm PRESS RELEASE DATED AUGUST 5, 2021 Exhibit 99.1 DRAFT – 8-4-21 Greenrose Acquisition Corp. Signs Commitment Letter for Up to $103 Million in Additional Capital Amityville, NY – August XX, 2021 - Greenrose Acquisition Corp. (OTC: GNRSU, GNRS, GNRSW) (Greenrose), a special purpose acquisition company targeting companies in the cannabis industry, has signed a com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 July 28, 2021 Date of Report (Date of earliest event reported): GREENROSE A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 July 28, 2021 Date of Report (Date of earliest event reported): GREENROSE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39217 84-2845696 (State or other jurisdiction of incorporation or

1 1 1 Business Combination Summary July 2021 2 2 2 Disclaimer This Presentation (together with oral statements made in connection herewith, this “Presentation”) contains selected confidential information about Greenrose Acquisition Corp . (“GREENROSE

EX-99.1 2 ea144883ex99-1greenrose.htm INVESTOR PRESENTATION Exhibit 99.1 1 1 1 Business Combination Summary July 2021 2 2 2 Disclaimer This Presentation (together with oral statements made in connection herewith, this “Presentation”) contains selected confidential information about Greenrose Acquisition Corp . (“GREENROSE”) and information relating to GREENROSE’S potential business combination tra

Investor Presentation

EX-99.1 2 ea144883ex99-1greenrose.htm INVESTOR PRESENTATION Exhibit 99.1 1 1 1 Business Combination Summary July 2021 2 2 2 Disclaimer This Presentation (together with oral statements made in connection herewith, this “Presentation”) contains selected confidential information about Greenrose Acquisition Corp . (“GREENROSE”) and information relating to GREENROSE’S potential business combination tra

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 July 28, 2021 Date of Report (Date of earliest event reported): GREENROSE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39217 84-2845696 (State or other jurisdiction of incorporation or

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 July 2, 2021 Date of Report (Date of earliest event reported): GREENROSE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 333-235724 84-2845696 (State or other jurisdiction of incorporation or

Amendment No. 1 to Asset Purchase Agreement dated as of July 2, 2021, by and among True Harvest, LLC, an Arizona limited liability company, Greenrose Acquisition Corp, a Delaware corporation, and True Harvest Holdings, Inc., a Delaware corporation.

EX-2.1 2 ea143979ex2-1greenrose.htm AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT DATED AS OF JULY 2, 2021, BY AND AMONG TRUE HARVEST, LLC, AN ARIZONA LIMITED LIABILITY COMPANY, GREENROSE ACQUISITION CORP, A DELAWARE CORPORATION, AND TRUE HARVEST HOLDINGS, INC., A DELAWARE CORPORATION Exhibit 2.1 AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT This AMENDMENT NO. 1 (this “Amendment”) to the ASSET PURCHAS

Amendment No. 1 to Asset Purchase Agreement, dated as of July 2, 2021, by and among True Harvest, LLC, an Arizona limited liability company, Greenrose Acquisition Corp, a Delaware corporation, and True Harvest Holdings, Inc., a Delaware corporation

EX-2.1 2 ea143979ex2-1greenrose.htm AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT DATED AS OF JULY 2, 2021, BY AND AMONG TRUE HARVEST, LLC, AN ARIZONA LIMITED LIABILITY COMPANY, GREENROSE ACQUISITION CORP, A DELAWARE CORPORATION, AND TRUE HARVEST HOLDINGS, INC., A DELAWARE CORPORATION Exhibit 2.1 AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT This AMENDMENT NO. 1 (this “Amendment”) to the ASSET PURCHAS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 July 2, 2021 Date of Report (Date of earliest event reported): GREENROSE AC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 July 2, 2021 Date of Report (Date of earliest event reported): GREENROSE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 333-235724 84-2845696 (State or other jurisdiction of incorporation or

Promissory Note in the principal amount of $300,000 dated June 22, 2021

Exhibit 10.1 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Other Events, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 June 18, 2021 Date of Report (Date of earliest event reported): GREENROSE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 333-235724 84-2845696 (State or other jurisdiction of incorporation o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 June 18, 2021 Date of Report (Date of earliest event reported): GREENROSE A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 June 18, 2021 Date of Report (Date of earliest event reported): GREENROSE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 333-235724 84-2845696 (State or other jurisdiction of incorporation o

Promissory Note in the principal amount of $300,000 dated June 22, 2021

EX-10.1 2 ea143080ex10-1greenroseacq.htm PROMISSORY NOTE IN THE PRINCIPAL AMOUNT OF $300,000 DATED JUNE 22, 2021 Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 333-235724 Greenrose Acquisition Corp. (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered) 111 Broadway Amityville,

Investor Presentation

Exhibit 99.1 1 1 1 Business Combination Summary June 2021 2 2 2 Disclaimer This Presentation (together with oral statements made in connection herewith, this ?Presentation?) contains selected confidential information about Greenrose Acquisition Corp . (?GREENROSE?) and information relating to GREENROSE?S potential business combination transactions with the companies for which summary overview info

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 June 16, 2021 Date of Report (Date of earliest event reported): GREENROSE A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 June 16, 2021 Date of Report (Date of earliest event reported): GREENROSE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 333-235724 84-2845696 (State or other jurisdiction of incorporation o

1 1 1 Business Combination Summary June 2021 2 2 2 Disclaimer This Presentation (together with oral statements made in connection herewith, this “Presentation”) contains selected confidential information about Greenrose Acquisition Corp . (“GREENROSE

EX-99.1 2 ea142849ex99-1greenrose.htm GREENROSE BC PRESENTATION Exhibit 99.1 1 1 1 Business Combination Summary June 2021 2 2 2 Disclaimer This Presentation (together with oral statements made in connection herewith, this “Presentation”) contains selected confidential information about Greenrose Acquisition Corp . (“GREENROSE”) and information relating to GREENROSE’S potential business combination

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

8-K 1 ea142849-8kgreenrose.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 June 16, 2021 Date of Report (Date of earliest event reported): GREENROSE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 333-235724 84-2845696 (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) ? Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39217 GREENROSE ACQUISITION

Description of Securities

EX-4.1 2 f10k2020a1ex4-1greenrose.htm DESCRIPTION OF SECURITIES Exhibit 4.1 DESCRIPTION OF REGISTRANT’S SECURITIES The following summary of Greenrose Acquisition Corp.’s securities is based on and qualified by the Company’s Amended and Restated Articles of Incorporation (the “Amended and Restated Charter”). References to the “Company” and to “we,” “us,” and “our” refer to Greenrose Acquisition Cor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended December 31, 2020 Commission File Number 0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended December 31, 2020 Commission File Number 001-39217 GREENROSE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 84-2845696 (State or Other Jurisdiction of Incorp

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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): May 17, 2021 GREENROSE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-392174 84-2845696 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-392179 CUSIP Number: 395392 10 2 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ T

Greenrose Acquisition Corp. to Acquire Four Cannabis Companies, Creating a Vertically Integrated and Cash Flow Positive Platform Positioned for Significant - Transaction to Publicly List a Platform of Cannabis Operators Across Limited License Medical

EX-99.1 6 ea137829ex99-1greenroseacq.htm PRESS RELEASE DATED MARCH 15, 2021 Exhibit 99.1 Greenrose Acquisition Corp. to Acquire Four Cannabis Companies, Creating a Vertically Integrated and Cash Flow Positive Platform Positioned for Significant Growth - Transaction to Publicly List a Platform of Cannabis Operators Across Limited License Medical Markets, Newly Approved Recreational Markets and Esta

- CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 March 12, 2021 Date of Report (Date of earliest event reported): GREENROSE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 333-235724 84-2845696 (State or other jurisdiction of incorporation

Business Combination Summary M ar c h 2 0 21 2 Disclaimer (CC) This Presentation (together with oral statements made in connection herewith, this “Presentation”) contains selected confidential information about Greenrose Acquisition Corp . (“GREENROS

Exhibit 99.3 Business Combination Summary M ar c h 2 0 21 2 Disclaimer (CC) This Presentation (together with oral statements made in connection herewith, this ?Presentation?) contains selected confidential information about Greenrose Acquisition Corp . (?GREENROSE?) and information relating to GREENROSE?S potential business combination transactions with the companies for which summary overview inf

Press Release dated March 15, 2021

EX-99.1 6 ea137829ex99-1greenroseacq.htm PRESS RELEASE DATED MARCH 15, 2021 Exhibit 99.1 Greenrose Acquisition Corp. to Acquire Four Cannabis Companies, Creating a Vertically Integrated and Cash Flow Positive Platform Positioned for Significant Growth - Transaction to Publicly List a Platform of Cannabis Operators Across Limited License Medical Markets, Newly Approved Recreational Markets and Esta

Agreement and Plan of Merger dated as of March 12, 2021, by and among Greenrose Acquisition Corp., GNRS CT Merger Sub, LLC, Theraplant, LLC and Shareholder Representative Services LLC*

EX-2.2 3 ea137829ex2-2greenroseacq.htm AGREEMENT AND PLAN OF MERGER DATED AS OF MARCH 12, 2021, BY AND AMONG GREENROSE ACQUISITION CORP., GNRS CT MERGER SUB, LLC, THERAPLANT, LLC AND SHAREHOLDER REPRESENTATIVE SERVICES LLC Exhibit 2.2 EXECUTION COPY AGREEMENT AND PLAN OF MERGER by and among GREENROSE ACQUISITION CORP., GNRS CT MERGER SUB, LLC, THERAPLANT, LLC acting by and through its Steering Com

Agreement and Plan of Merger dated as of March 12, 2021, by and among Greenrose Acquisition Corp., GNRS NV Merger Sub, Inc., Shango Holdings Inc. and Gary Rexroad*

EX-2.1 2 ea137829ex2-1greenroseacq.htm AGREEMENT AND PLAN OF MERGER DATED AS OF MARCH 12, 2021, BY AND AMONG GREENROSE ACQUISITION CORP., GNRS NV MERGER SUB, INC., SHANGO HOLDINGS INC. AND GARY REXROAD Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER by and among GREENROSE ACQUISITION CORP., GNRS NV MERGER SUB, INC., SHANGO HOLDINGS INC. and GARY REXROAD as the Selling Securityholders’ Repr

Greenrose Acquisition Corp. Business Combination Call Transcript - March 15, 2021 Page 1 of 15

Exhibit 99.2 Greenrose Acquisition Corp. Business Combination Call Transcript - March 15, 2021 Page 1 of 15 Greenrose Acquisition Corp. ? Business Combination Call Transcript Speakers Mick Harley, Greenrose Acquisition Corp. ? Chief Executive Officer Paul Otto Wimer, Greenrose Acquisition Corp. ? President Cody Slach, Gateway Investor Relations ? Director of Investor Relations PRESENTATION Cody Sl

Agreement and Plan of Merger dated as of March 12, 2021, by and among Greenrose Acquisition Corp., Futureworks Holdings, Inc. and Futureworks LLC*

Exhibit 2.3 EXECUTION COPY AGREEMENT AND PLAN OF MERGER by and among GREENROSE ACQUISITION CORP., FUTUREWORKS HOLDINGS, INC. and FUTUREWORKS LLC Dated as of March 12, 2021 TABLE OF CONTENTS Page Article 1 THE MERGER 2 1.1 The Merger 2 1.2 Effective Time 2 1.3 Effect of the Merger on Constituent Corporations 2 1.4 Certificate of Incorporation and Bylaws of Surviving Corporation 2 1.5 Directors and

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 March 12, 2021 Date of Report (Date of earliest event reported): GREENROSE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 333-235724 84-2845696 (State or other jurisdiction of incorporation

Asset Purchase Agreement dated as of March 12, 2021, by and among True Harvest, LLC, Greenrose Acquisition Corp. and True Harvest Holdings, Inc.

Exhibit 10.1 EXECUTION COPY ASSET PURCHASE AGREEMENT between True Harvest, LLC, Greenrose Acquisition Corp. and True Harvest Holdings, Inc. dated as of March 12, 2021 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this ?Agreement?), dated as of March 12, 2021, is entered into between True Harvest, LLC, an Arizona limited liability company (?Seller?), Greenrose Acquisition Corp, a Delaware

Transcript of Investor Call

EX-99.2 7 ea137829ex99-2greenroseacq.htm TRANSCRIPT OF INVESTOR CALL Exhibit 99.2 Greenrose Acquisition Corp. Business Combination Call Transcript - March 15, 2021 Page 1 of 15 Greenrose Acquisition Corp. – Business Combination Call Transcript Speakers Mick Harley, Greenrose Acquisition Corp. – Chief Executive Officer Paul Otto Wimer, Greenrose Acquisition Corp. – President Cody Slach, Gateway Inv

Agreement and Plan of Merger dated as of March 12, 2021, by and among Greenrose Acquisition Corp., Futureworks Holdings, Inc. and Futureworks LLC*

EX-2.3 4 ea137829ex2-3greenroseacq.htm AGREEMENT AND PLAN OF MERGER DATED AS OF MARCH 12, 2021, BY AND AMONG GREENROSE ACQUISITION CORP., FUTUREWORKS HOLDINGS, INC. AND FUTUREWORKS LLC Exhibit 2.3 EXECUTION COPY AGREEMENT AND PLAN OF MERGER by and among GREENROSE ACQUISITION CORP., FUTUREWORKS HOLDINGS, INC. and FUTUREWORKS LLC Dated as of March 12, 2021 TABLE OF CONTENTS Page Article 1 THE MERGER

Agreement and Plan of Merger dated as of March 12, 2021, by and among Greenrose Acquisition Corp., GNRS CT Merger Sub, LLC, Theraplant, LLC and Shareholder Representative Services LLC

EX-2.2 3 ea137829ex2-2greenroseacq.htm AGREEMENT AND PLAN OF MERGER DATED AS OF MARCH 12, 2021, BY AND AMONG GREENROSE ACQUISITION CORP., GNRS CT MERGER SUB, LLC, THERAPLANT, LLC AND SHAREHOLDER REPRESENTATIVE SERVICES LLC Exhibit 2.2 EXECUTION COPY AGREEMENT AND PLAN OF MERGER by and among GREENROSE ACQUISITION CORP., GNRS CT MERGER SUB, LLC, THERAPLANT, LLC acting by and through its Steering Com

Agreement and Plan of Merger dated as of March 12, 2021, by and among Greenrose Acquisition Corp., GNRS NV Merger Sub, Inc., Shango Holdings Inc. and Gary Rexroad*

EX-2.1 2 ea137829ex2-1greenroseacq.htm AGREEMENT AND PLAN OF MERGER DATED AS OF MARCH 12, 2021, BY AND AMONG GREENROSE ACQUISITION CORP., GNRS NV MERGER SUB, INC., SHANGO HOLDINGS INC. AND GARY REXROAD Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER by and among GREENROSE ACQUISITION CORP., GNRS NV MERGER SUB, INC., SHANGO HOLDINGS INC. and GARY REXROAD as the Selling Securityholders’ Repr

Asset Purchase Agreement dated as of March 12, 2021, by and among True Harvest, LLC, Greenrose Acquisition Corp. and True Harvest Holdings, Inc. *

Exhibit 10.1 EXECUTION COPY ASSET PURCHASE AGREEMENT between True Harvest, LLC, Greenrose Acquisition Corp. and True Harvest Holdings, Inc. dated as of March 12, 2021 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this ?Agreement?), dated as of March 12, 2021, is entered into between True Harvest, LLC, an Arizona limited liability company (?Seller?), Greenrose Acquisition Corp, a Delaware

Investor Presentation

Exhibit 99.3 Business Combination Summary M ar c h 2 0 21 2 Disclaimer (CC) This Presentation (together with oral statements made in connection herewith, this ?Presentation?) contains selected confidential information about Greenrose Acquisition Corp . (?GREENROSE?) and information relating to GREENROSE?S potential business combination transactions with the companies for which summary overview inf

Annual Report - ANNUAL REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended December 31, 2020 Commission File Number 001-39217 GREENROSE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 84-2845696 (State or Other Jurisdiction of Incorporation) (I.R.S. Emp

Description of Securities

Exhibit 4.1 DESCRIPTION OF REGISTRANT?S SECURITIES The following summary of Greenrose Acquisition Corp.?s securities is based on and qualified by the Company?s Amended and Restated Articles of Incorporation (the ?Amended and Restated Charter?). References to the ?Company? and to ?we,? ?us,? and ?our? refer to Greenrose Acquisition Corp. General As of December 31, 2020, the Company is authorized to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Greenrose Acquisition Corp. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of

SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Greenrose Acquisition Corp. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 395392103 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. __)*

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )* GREENROSE ACQUISITION CORP. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 395392 103 (CUSIP Number) December

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) * GreenRose Acquisition Corp. (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) * GreenRose Acquisition Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 395392202 395392103 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuan

Greenrose Acquisition Corp.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Greenrose Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 395392103 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

Promissory Note in the principal amount of $1,000,000 dated January 29, 2021

EX-10.1 2 ea134331ex10-1greenrose.htm PROMISSORY NOTE IN THE PRINCIPAL AMOUNT OF $1,000,000 DATED JANUARY 29, 2021 Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UND

Unregistered Sales of Equity Securities, Financial Statements and Exhibits - CURRENT REPORT

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) January 29, 2021 GREENROSE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39217 84-2845696 (State or other jurisdiction of incorporation) (Commis

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the common stock of Greenrose Acquisition Corp., a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on behalf of each of t

January 15, 2021

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G*/ (Rule 13d-102) Greenrose Acquisition Corp. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 395392103 (CUSIP Number) January 15, 2021 Date of Event Which Requires Filing of the Statement Check the appropriate box to designate the rule pursuant to which this Schedule is fi

Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39217 GREENROSE ACQUISI

GNRS / Greenrose Acquisition Corp. / Karpus Management, Inc. - KARPUS INVESTMENT MGT / GREENROSE ACQUISITION - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39217 GREENROSE ACQUISITION

Quarterly Report - QUARTERLY REPORT

10-Q 1 f10q0320greenroseacquisitio.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to

Promissory Note in the principal amount of $1,000,000 dated March 26, 2020.

EX-10.4 2 f10k2019ex10-4greenrose.htm PROMISSORY NOTE IN THE PRINCIPAL AMOUNT OF $1,000,000 DATED MARCH 26, 2020 Exhibit 10.4 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended December 31, 2019 Commission File Number 001-39217 GREENROSE A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended December 31, 2019 Commission File Number 001-39217 GREENROSE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 84-2845696 (State or Other Jurisdiction of Incorporation) (I.R.S. Emp

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Exhibit 99.2 GREENROSE ACQUISITION CORP. ANNOUNCES CLOSING OF $150 MILLION INITIAL PUBLIC OFFERING Woodbury, NY, Feb. 13, 2020 (GLOBE NEWSWIRE) - Greenrose Acquisition Corp. (Nasdaq: GNRSU) (the ?Company?) announced today that it completed its initial public offering of 15,000,000 units at $10.00 per unit, resulting in gross proceeds of $150,000,000. Each unit consists of one share of common stock

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Exhibit 99.3 GREENROSE ACQUISITION CORP. ANNOUNCES CLOSING OF FULL OVER-ALLOTMENT OPTION Woodbury, NY, Feb. 14, 2020 (GLOBE NEWSWIRE) - Greenrose Acquisition Corp. (Nasdaq: GNRSU) (the ?Company?) announced today that it has completed the sale of the full 2,250,000 units pursuant to the underwriters? over-allotment option granted in connection with the Company?s initial public offering. Each unit c

INDEX TO FINANCIAL STATEMENTS

Exhibit 99.1 INDEX TO FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Financial Statement F-4 F-1 To the Shareholders and Board of Directors of Greenrose Acquisition Corp. Opinion on the Financial Statement We have audited the accompanying balance sheet of Greenrose Acquisition Corp. (the ?Company?) as of February 13, 2020 and the re

Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits

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) February 13, 2020 GREENROSE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39217 84-2845696 (State or other jurisdiction of incorporation) (Commi

Subscription Agreement between the Company and Greenrose Associates LLC.

EX-10.4 9 f8k021020ex10-4greenrose.htm SUBSCRIPTION AGREEMENT BETWEEN THE COMPANY AND GREENROSE ASSOCIATES LLC Exhibit 10.4 GREENROSE ACQUISITION CORP. 1000 Woodbury Road Woodbury, NY 1179& February 11, 2020 Gentlemen: Greenrose Acquisition Corp., (“Corporation”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to reg

Subscription Agreement between the Company and Imperial Capital, LLC.

Exhibit 10.5 GREENROSE ACQUISITION CORP. 1000 Woodbury Road Woodbury, NY 11797 February 11, 2020 Gentlemen: Greenrose Acquisition Corp. (?Corporation?), a blank check company formed for the purpose of acquiring one or more businesses or entities (a ?Business Combination?), intends to register its securities under the Securities Act of 1933, as amended (?Securities Act?), in connection with its ini

Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company.

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of February 11, 2020 by and between Greenrose Acquisition Corp. (the ?Company?) and Continental Stock Transfer& Trust Company (?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, No. 333-235724 (?Registration Statement?) for its initial public offering of securities (?IPO?) has been declared effective a

Registration Rights Agreement of Imperial Capital, LLC.

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of the 11th day of February, 2020, by and among Greenrose Acquisition Corp., a Delaware corporation (the ?Company?), and the undersigned parties listed under Investors on the signature page hereto (each, an ?Investor? and collectively, the ?Investors?). RECITALS WHEREAS, the Investor

Administrative Services Agreement between the Company and Greenrose Associates LLC.

EX-10.6 11 f8k021020ex10-6greenrose.htm ADMINISTRATIVE SERVICES AGREEMENT BETWEEN THE COMPANY AND GREENROSE ASSOCIATES LLC Exhibit 10.6 Greenrose Acquisition Corp. 1000 Woodbury Road Suite #212 Woodbury, New York 11797 February 11, 2020 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Regi