Additional Proxy Soliciting Materials (definitive) (defa14a)
23 June 2021 - 6:12AM
Edgar (US Regulatory)
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
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333-235724
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84-2845696
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(State
or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification Number)
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111
Broadway
Amityville,
NY 11701
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11701
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (516) 346-6270
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under
any of the following provisions:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☒
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
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Name
of Each Exchange on Which Registered
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Units,
each consisting of one share of common stock and one redeemable warrant
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The
Nasdaq Stock Market LLC
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Common
stock, par value $0.0001 per share
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The
Nasdaq Stock Market LLC
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Redeemable
warrants, exercisable for shares of common stock at an exercise price of $11.50 per share
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The
Nasdaq Stock Market LLC
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Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The
information relating to the voluntary delisting from Nasdaq by Greenrose Acquisition Corp. (the “Company”)
and approval for trading on OTCQX of the Company’s Common Stock set forth under “Item 8.01—Other Events” is incorporated
herein by reference.
Item
3.02. Unregistered Sales of Equity Securities.
On
June 22, 2021, the Company issued an unsecured promissory note (the “Note”) in the principal amount of $300,000
to Greenrose Associates LLC (the “Sponsor”), the Company’s sponsor and owner of more than 10% of the
Company’s issued and outstanding Common Stock, evidencing a loan in the amount of $300,000. The Note is non-interest bearing and
payable upon the consummation of a business combination.
The
Note was issued in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities
Act”). The Note has not been registered under the Securities Act, or the securities laws of any other jurisdiction, and
may not be offered or sold in the United States absent registration under or an applicable exemption from such registration requirements.
This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to purchase, the Note in any jurisdiction
in which such offer or solicitation would be unlawful.
The
disclosure set forth in this Section 3.02 is intended to be a summary only and is qualified in its entirety by reference to the Note,
a copy of which is attached as Exhibit 10.1 hereto.
Item 8.01. Other Events.
Voluntary
delisting from Nasdaq: On June 18, 2021, the OTC Markets Group, Inc. approved the Company’s application to list its
common stock for trading on the OTCQX over-the-counter market. Trading of the Company’s Common Stock on the OTCQX is expected
to begin at the open of business on June 22, 2021. The Company’s Common Stock will continue to be traded under the
symbol “GNRS”.
Upon
effectiveness of the listing of the Company’s Common Stock for trading on the OTCQX, the Company’s common stock will no longer
be quoted on the NASDAQ Capital Market®.
On
June 21, 2021, the Company filed a Form 25 with the Securities and Exchange Commission (“SEC”) to
delist its Common Stock from the Nasdaq Stock Market (“NASDAQ”) and confirmed with NASDAQ the Company’s
Common Stock will cease trading on NASDAQ as of the close of the trading day June 21, 2021.
Record
Date for Company’s Special Meeting: The Company has set the record date and meeting date for a special meeting of stockholders
to approve the previously announced merger and acquisition transactions pursuant to which Greenrose is to become an operating company.
On June 18, 2021, the board of directors of the Company voted to establish June 30, 2021, as the record date for determining those the
Company stockholders entitled to vote at the special meeting. Accordingly, only stockholders of record at the close of business
on that date are entitled to vote at the special meeting or any adjournment or postponement of the special meeting.
Item
9.01. Financial Statement and Exhibits.
Forward
Looking Statements
This
Current Report on Form 8-K includes certain statements that are not historical facts but are forward-looking statements for purposes
of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally
are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,”
“anticipate,” “intend,” “expect,” “should,” “would,” “plan,”
“predict,” “potential,” “seem,” “seek,” “future,” “outlook,”
and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking
statements include, but are not limited to, statements regarding estimates and forecasts of revenue and other financial and performance
metrics and projections of market opportunity and expectations, Greenrose’s ability to enter into definitive agreements or consummate
a transaction with any of Shango Holdings Inc., or Shango, Futureworks LLC (d/b/a The Health Center), or Futureworks, Theraplant,
LLC, or Theraplant, or True Harvest, LLC, or True Harvest to obtain the financing necessary consummate its previously announced
proposed transactions; and the expected timing of completion of the Proposed Transactions. These statements are based on various assumptions
and on the current expectations of Greenrose’s and any of Shango, Theraplant, True Harvest, or Futureworks’ management and
are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended
to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact
or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of Greenrose and any of Shango, Theraplant, True Harvest, or Futureworks. These forward-looking
statements are subject to a number of risks and uncertainties, including general economic, financial, legal, political and business conditions
and changes in domestic and foreign markets; the inability of the parties to enter into definitive agreements or successfully or timely
consummate the Proposed Transactions or to satisfy the other conditions to the closing of the Proposed Transactions, including the risk
that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely
affect the combined company; the risk that the approval of the Greenrose Stockholders for the Proposed Transactions is not obtained;
failure to realize the anticipated benefits of the Proposed Transactions, including as a result of a delay in consummating any of the
Proposed Transactions or difficulty in, or costs associated with, integrating the businesses of Greenrose and any of Shango, Theraplant,
True Harvest, or Futureworks; the amount of redemption requests made by the Greenrose Stockholders; the occurrence of events that may
give rise to a right of Greenrose and any of Shango, Theraplant, True Harvest, or Futureworks to terminate the respective Merger Agreements
or Asset Purchase Agreements, as applicable; risks related to the rollout of Greenrose’ business and the timing of expected business
milestones; the effects of competition on Greenrose’s business; and those factors discussed in Greenrose’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2020 under the heading “Risk Factors,” and other documents of Greenrose
filed, or to be filed, with the SEC. If the risks materialize or assumptions prove incorrect, actual results could differ materially
from the results implied by these forward-looking statements. There may be additional risks that neither Greenrose nor any of Shango,
Theraplant, True Harvest, or Futureworks presently know or that Greenrose and any of Shango, Theraplant, True Harvest, or Futureworks
currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.
In addition, forward-looking statements reflect Greenrose’s and each of Shango, Theraplant, True Harvest, or Futureworks’
expectations, plans or forecasts of future events and views as of the date of this Current Report on Form 8-K. Greenrose and each of
Shango, Theraplant, True Harvest, and Futureworks anticipate that subsequent events and developments will cause their assessments to
change. However, while Greenrose and any of Shango, Theraplant, True Harvest, or Futureworks may elect to update these forward-looking
statements at some point in the future, Greenrose and each of Shango, Theraplant, True Harvest, and Futureworks specifically disclaim
any obligation to do so. These forward-looking statements should not be relied upon as representing Greenrose’s or any of any of
Shango, Theraplant, True Harvest, or Futureworks’ assessments as of any date subsequent to the date of this Current Report on Form
8-K. Accordingly, undue reliance should not be placed upon the forward-looking statements.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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GREENROSE
ACQUISITION CORP.
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Date:
June 22, 2021
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By:
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/s/
William F. Harley III
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Name:
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William
F. Harley III
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Title:
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Chief
Executive Officer
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3
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