Greenrose: Ducera Securities LLC Undertaking – Form 8-K


UNITED STATES

SECURITIES AND EXCHANGES 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

Report date (date of first reported event): October 20, 2022 (October 14, 2022)

THE GREENROSE HOLDING COMPANY INC.

(Exact name of the Holder as specified in its charter)

Delaware 001-39217 84-2845696
(State or other jurisdiction of
constitution or organization)
(commission file number) (IRS Employer
ID number)
111 Broadway
Amityville, New York 11701
(Address of main executive offices) (Postal code)

Holder’s telephone number, including area code: (516) 346-6270

Not applicable

(Former name or address, if changed since last report)

Check the appropriate box below if the filing of Form 8-K is intended to concurrently satisfy the holder’s filing obligation under any of the following provisions:

Written communications pursuant to Rule 425 of the Securities Act (17 CFR 230.425)
Solicit material in accordance with Rule 14a-12 of the Exchange Act (17 CFR 240.14a-12)
Pre-opening communications pursuant to Rule 14d-2(b) of the Exchange Act (17 CFR 240.14d-2(b))
Pre-opening communications pursuant to Rule 13e-4(c) of the Exchange Act (17 CFR 240.13e-4(c))

Indicate with a check mark whether the filer is an emerging growth company within the meaning of 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).

Growing emerging company

If the company is an emerging growth company, indicate with a check mark whether the registrant has elected not to use the extended transition period to comply with new or revised financial accounting standards under the 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 registered on
Units, each consisting of one common share and one redeemable pink warrant OTC
Common shares, par value $0.0001 per share OTCQX
Redeemable warrants, exercisable into common shares at an exercise price of $11.50 per share OTCQB

Section 8.01 Other Events.

Commitment of Ducera Securities LLC

In connection with the review of strategic alternatives previously disclosed by The Greenrose Holding Company Inc. (the “Company”), its Board of Directors and its Special Committee, on October 18, 2022, Ducera Securities LLC has been engaged to provide certain financial advisory and investment banking services, on request, and advice on potential restructurings, sales and/or other strategic transactions.

Extension of the abstention agreement

As previously disclosed, on October 12, 2022, the Company entered into this Forbearance Agreement with the lenders party to the credit agreement dated November 26, 2021 and DXR Finance, LLC as agent (the “Forbearance agreement).

On October 19, 2022, the Company and the other parties to the Forbearance Agreement agreed to extend the Forbearance Period (as defined in Section 2.02 of the Forbearance Agreement) by one week. The forbearance period may be extended with the consent of the parties and the Company assumes no obligation to report such further extensions.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Holder has duly caused this report to be signed on its behalf by the duly authorized undersigned.

THE GREENROSE HOLDING COMPANY INC.
Date: October 20, 2022 By: /s/ Tim Bossidy
Last name: Tim Bossidy
Title: Acting General Manager

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