Additional Proxy Soliciting Materials (definitive) (defa14a)
13 Octobre 2021 - 10:37PM
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
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
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001-39217
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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
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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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☐
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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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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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OTC Pink
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Common stock, par value $0.0001 per share
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OTCQX
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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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OTCQB
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Item 8.01
Other Events
Business Combination Extension
On October 8, 2021, Greenrose
notified Continental Stock Transfer & Trust Company that it was exercising its option to extend the time available to consummate a
Business Combination with the target businesses by an additional month, thereby extending the de-SPAC deadline from October 13, 2021 to
November 13, 2021. Furthermore, in accordance with the Investment Management Trust Agreement between Greenrose and Continental Stock Transfer
& Trust Company, dated February 11, 2020, Greenrose authorized the trustees to deposit $569,250 into the trust account on October
13, 2021.
Press Release
On October 13, 2021, Greenrose
issued a press release, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
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.
Date: October 13, 2021
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GREENROSE ACQUISITION CORP.
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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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2
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