Current Report Filing (8-k)
February 13 2023 - 4:59PM
Edgar (US Regulatory)
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Greenrose Holding Co Inc.
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2023-02-09
2023-02-09
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2023-02-09
2023-02-09
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GNRS:Commonstockparvalue0.0001pershareMember
2023-02-09
2023-02-09
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GNRS:Redeemablewarrantsexercisableforsharesofcommonstockatanexercisepriceof11.50pershareMember
2023-02-09
2023-02-09
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UNITED STATES
SEURITIES 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
Date of Report (Date of earliest event reported):
February 9, 2023
THE GREENROSE HOLDING COMPANY INC.
(Exact name of Registrant as specified in its charter)
Delaware |
|
001-39217 |
|
84-2845696 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
111 Broadway |
|
|
Amityville, NY |
|
11701 |
(Address of principal executive offices) |
|
(Zip Code) |
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:
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 |
|
Name of Each Exchange on Which Registered |
Units, each consisting of one share of common stock and one Pink redeemable warrant |
|
OTC |
Common stock, par value $0.0001 per share |
|
OTCQX |
Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share |
|
OTCQB |
Item 8.01 Other Events.
As The Greenrose Holding Company (the “Company”) previously
disclosed in its Current Report on Form 8-K filed with the Securities and Exchange Commission on February 7, 2023, William Harley III
and Greenrose Associates, LLC have filed a lawsuit in the Delaware Court of Chancery (the “Court of Chancery”), captioned
Harley, et al. v. Falcon, et al., C.A. No. 2023-0131-PAF (Del. Ch.), seeking a determination by the Court of Chancery concerning the proper
officeholders of the boards of directors of the Company and True Harvest Holdings, Inc., a wholly-owned subsidiary of the Company (“True
Harvest”), pursuant to Section 225 of the Delaware General Corporation Law. On February 9, 2023, the Court of Chancery issued an
order to preserve the status quo at the Company pending resolution of the litigation (the “Status Quo Order”). Nothing in
the Status Quo Order, however, governs or otherwise impedes the governance or management of True Harvest or any other subsidiary of the
Company.
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.
|
THE GREENROSE HOLDING COMPANY INC. |
Date: February 13, 2023 |
By: |
/s/ Timothy Bossidy |
|
Name: |
Timothy Bossidy |
|
Title: |
Interim Chief Executive Officer |
2
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