Statement of Ownership (sc 13g)
February 12 2021 - 4:58PM
Edgar (US Regulatory)
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.
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(Name of Issuer)
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Common Stock, par value $0.0001 per share
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(Title of Class of Securities)
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395392 103
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(CUSIP Number)
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December 31, 2020
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate
box to designate the rule pursuant to which this Schedule is filed:
* The remainder of
this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.
The information required
in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Greenrose Associates LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
4,532,500 (1) Shares
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6
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SHARED VOTING POWER
0 Shares
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7
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SOLE DISPOSITIVE POWER
4,532,500 (1) Shares
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8
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SHARED DISPOSITIVE POWER
0 Shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,532,500 (1) Shares
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.7%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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(1)
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This amount reflects 4,312,500 shares of common stock owned by the Reporting Person and 220,000
shares of common stock underlying units of the Issuer purchased by the Reporting Person in private placements conducted in connection
with the Issuer’s initial public offering. This amount does not include 220,000 shares of common stock issuable upon the
exercise of warrants underlying units of the Issuer held by the Reporting Person, or 1,100,000 shares of common stock issuable
upon the exercise of warrants held by the Reporting Person, none of which are exercisable and will not be exercisable within 60
days of this filing. See the description under “Private Placements” in the Issuer’s registration statement on
Form S-1 (File No. 333-235724) (the “Registration Statement”). This amount does not include securities issuable upon
conversion of $2,000,000 in convertible notes (the “Notes”) issued by the Issuer to the Reporting Person, evidencing
loans in the same aggregate amount. The Notes allow the Reporting Person, at its sole option, to convert any of the principal amount
due under the Notes into units at a price of $10.00 per unit (“Working Capital Units”) and/or warrants at a price of
$1.00 per warrant (“Working Capital Warrants”). The Working Capital Units and/or Working Capital Warrants, if any,
would be identical to the Private Units and/or Private Warrants, as described in the Registration Statement. As of the date of
this filing, the Reporting Person has not determined whether it will convert the Notes into Working Capital Units and/or Working
Capital Warrants, or have the Notes repaid without interest, at the time the Issuer completes its initial business combination.
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Item 1.
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Security and Issuer.
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Item 1(a).
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Name of Issuer:
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Greenrose Acquisition
Corp. (“Issuer”)
Item 1(b.)
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Address of Issuer’s Principal Executive Offices:
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111 Broadway,
Amityville, NY 11701
Item 2(a).
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Name of Person Filing:
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This Statement is filed by Greenrose
Associates LLC, is a New York limited liability company (the “Reporting Persons”). Other than Thomas Megale, each of
the Issuer’s officers and directors is, directly or indirectly, a member of the Reporting Person.
The Reporting Person is governed
by a board of managers consisting of five managers, including William F. Harley III, Daniel Harley and Brendan Sheehan. Any action
by the Reporting Person with respect to the Issuer or the Issuer’s securities held by the Reporting Person, including voting
and dispositive decisions, requires at least a majority vote of the managers of the board of managers. Under the so-called “rule
of three”, because voting and dispositive decisions are made by a majority of the managers, none of the managers is deemed
to be a beneficial owner of Issuer’s securities held by the Reporting Person, even those in which such manager holds a pecuniary
interest. Accordingly, none of the managers on the Reporting Person’s board of managers is deemed to have or share beneficial
ownership of the securities held by the Reporting Persons.
Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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The address of the principal business
office of the Reporting Persons is: 111 Broadway, Amityville, NY 11701
Greenrose
Associates LLC – New York, United States.
Item 2(d).
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Title of Class of Securities:
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Common Stock, $0.0001
par value (“Common Stock”)
395392 103
Item 3.
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If This Statement is Filed Pursuant to Rules 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
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(a)
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☐
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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☐
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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☐
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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☐
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
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(e)
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☐
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g)
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☐
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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☐
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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☐
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A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
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(k)
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☐
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Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
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(a) Amount Beneficially Owned:
4,532,500 shares of Common Stock (see footnote 1 to the ownership table).
(b) Percent of Class: 20.7%
(c) Number of shares as to which
the person has
(i) Sole power to vote or
direct the vote: 4,532,500 shares of Common Stock
(ii) Shared power to vote
or direct the vote: 0
(iii) Sole power to dispose
or direct the disposition: 4,532,500 shares of Common Stock
(iv) Shared power to dispose
or direct the disposition: 0
Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed
to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following: ☐
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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None.
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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None.
Item 8.
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Identification and Classification of Members of the Group.
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None.
Item 9.
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Notice of Dissolution of Group.
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None.
None.
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 12, 2021
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GREENROSE ASSOCIATES LLC
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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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Manager
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5
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