Amended Current Report Filing (8-k/a)
December 16 2021 - 3:46PM
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 30, 2021
Greenwave
Technology Solutions, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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000-55431
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46-2612944
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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277
Suburban Drive, Suffolk, VA
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23434
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(Address
of principal executive offices)
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(Zip
Code)
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(757)
966-1432
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(Registrant’s
telephone number, including area code)
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
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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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☐
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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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Securities
registered pursuant to Section 12(b) of the Act: None.
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.
Explanatory
Note
As
permitted under Item 9.01 of Form 8-K, this amendment No. 1 on Form 8-K/A (the “Amendment”) is being filed by Greenwave
Technology Solutions, Inc. (the “Company,” “we,” “us,” or “our”), to amend and
supplement the Current Report on Form 8-K we filed on October 6, 2021 (the “Original Report”) to: (i) clarify the date
of the completion of the subject transaction; and (ii) provide the historical financial statements and the pro forma financial
information under Item 9.01 of Form 8-K that were previously omitted from the Original Report within 71 calendar days after the date
on which the Original Report was required to be filed.
Except as provided herein, the disclosures made in the Original Report remain
unchanged.
Item
2.01 Completion of Acquisition or Disposition of Assets.
The
Merger, as defined in the Original Report, was consummated upon the filing of a certificate of merger with the Secretary of State of the
State of Delaware and articles of merger with the State Corporation Commission of Virginia on October 1, 2021.
Item
9.01 Financial Statements and Exhibits.
(a) Financial
statements of business acquired.
The following financial statements are being filed as exhibits to this
Amendment and are incorporated by reference herein:
Exhibit 99.1 — Audited consolidated financial statements of Empire
Services, Inc. and subsidiaries as of and for the years ended December 31, 2020 and 2019 and accompanying Report of RBSM, LLP.
Exhibit 99.2 — Unaudited condensed consolidated financial
statements of Empire Services, Inc. and subsidiaries as of September 30, 2021 and for the nine months ended September 30, 2021 and 2020.
(b) Unaudited
pro forma financial information.
The following pro forma financial information is being filed as an
exhibit to this Amendment and is incorporated by reference herein:
Exhibit 99.3 — Unaudited pro forma condensed combined financial
statements and explanatory notes for the Company as of December 31, 2020, for the nine months ended September 30, 2021 and for the year
ended December 31, 2020.
(d)
Exhibits.
Exhibit No.
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Description of Exhibit
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99.1
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Audited consolidated financial statements of Empire Services, Inc. and Subsidiaries as of and for the years ended December 31, 2020 and 2019 and accompanying Report of RBSM, LLP
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99.2
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Unaudited condensed consolidated financial statements of Empire Services, Inc. and Subsidiaries as of September 30, 2021 and for the nine months ended September 30, 2021 and 2020
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99.3
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Unaudited pro forma condensed combined financial statements and explanatory notes for MassRoots, Inc. as of December 31, 2020, for the nine months ended September 30, 2021 and for the year ended December 31, 2020
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURES
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: December 16, 2021
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Greenwave Technology Solutions, Inc.
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By:
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/s/ Danny
Meeks
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Danny Meeks
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Chief Executive Officer
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