Item 1.01
|
Entry Into A Material Definitive Agreement
|
Amendment to Asset Purchase Agreement
On July 2, 2021, Greenrose Acquisition
Corp. (the “Company”) entered into an amendment (“Amendment No.1”) to that certain Asset Purchase Agreement (the
“Purchase Agreement”), dated as of March 12, 2021, by and among the Company, True Harvest Holdings, Inc. (the “Buyer”),
a Delaware corporation and a wholly-owned subsidiary of the Company and True Harvest, LLC (“True Harvest”), an Arizona limited
liability company.
Pursuant to Amendment No. 1, the table in Section
1.05(c) of the Purchase Agreement was deleted and replaced with the following table:
36 Month Price Point
|
Percentage of Earnout
|
|
Flower Production - average price
|
0%
|
|
<$2,199
|
20%
|
|
$2,200-$2,199
|
50%
|
|
$2,200-$2,499
|
80%
|
|
$2,500-$2,799
|
100%
|
|
$2,800+
|
In addition, pursuant to Amendment No. 1, a new
Section 1.05.1 Hurdle Amount is added to the Purchase Agreement, whereby the purchase price of True Harvest would be adjusted by the addition
of (i) up to a maximum of four million seven hundred thousand dollars ($4,700,000) added to the principal amount of the secured note to
be issued at closing and (ii) up to a maximum of one million four hundred thousand dollars ($1,400,000) of additional debt to be assumed
by the Buyer at closing, in each case, subject to True Harvest achieving certain revenue targets, as well as True Harvest having constructed
eight grow rooms in a condition ready to accept plants for grow prior to closing, in each case as set forth in Amendment No. 1.
Also in addition, pursuant to Amendment No. 1,
the drop dead date for closing was amended to be November 30, 2021.
This summary of the material terms of Amendment
No. 1 is not intended to be complete and is qualified in its entirety by reference to Amendment No. 1, a copy of which is attached as
Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
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, Theraplant,
True Harvest and/or Futureworks; Greenrose’s ability to obtain the financing necessary consummate the 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.