Greenrose Acquisition Corp. filed SEC Form 8-K: Changes in Registrant’s Certifying Accountant, Other Events, Financial Statements and Exhibits
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SEURITIES AND EXCHANGE COMMISSION
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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):
July 3, 2023 (
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Item 4.01 Changes in Registrant’s Certifying Accountant..
On June 29, 2023, Macias Gini & O’Connell LLP (“MGO”) resigned as the independent registered accounting firm of The Greenrose Holding Company Inc. (the “Company”). MGO did not seek the Company’s consent to its decision to resign as the Company’s independent registered public accounting firm. As a result, the Company’s board of directors or audit committee did not recommend or approve such decision.
The report of MGO on the Company’s consolidated financial statements as of and for the Company’s fiscal year ended December 31, 2021 contained an explanatory paragraph relating to the Company’s ability to continue as a going concern. Other than this report modification, the report of MGO on the Company’s consolidated financial statements as of and for the fiscal year ended December 31, 2021 did not contain any adverse opinion or disclaimer of opinion, and were not modified as to other uncertainty, audit scope, or accounting principles.
During the Company’s fiscal year ended December 31, 2021, and the Company’s fiscal year ended December 31, 2022 (for which MGO was not engaged to audit or engaged to issue any Report of Independent Registered Public Accounting Firm for the year end December 31, 2022) and the subsequent interim period through June 29, 2023, (i) there were no disagreements with MGO on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedures, any of which, if not resolved to the satisfaction of MGO, would have caused MGO to make reference thereto in connection with its reports; and (ii) there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided MGO with a copy of the disclosure contained herein, prior to its filing with the Securities and Exchange Commission (the “Commission”), and requested that MGO furnish the Company a letter addressed to the Commission stating whether or not it agreed with the statements herein and, if not, stating the respects in which it does not agree. MGO’s letter to the Commission is attached hereto as Exhibit 16.1.
Item 8.01 Other Events.
On June 28, 2023, Matthew Ryan, John Drury, and True Harvest, LLC (collectively, the “Plaintiffs”) filed a complaint (“Complaint”) in the Delaware Court of Chancery (the “Court”) seeking to enjoin or unwind the consummation of that certain Strict Foreclosure Agreement as previously reported in the Current Report on Form 8-K that the Company has filed on March 27, 2023 (the “Foreclosure Agreement”). The Plaintiffs allege, among other things, violation of Section 271(a) of the Delaware General Corporation Law; violation of the Company’s certificate of incorporation; and breaches of fiduciary duty by certain members of the Company’s board of directors. The Company believes the Complaint is meritless and intends to defend itself vigorously.
Forward-Looking Statements.
Statements made in this Current Report on Form 8-K (including the Exhibits hereto) that are not historical facts are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements may relate to the Foreclosure Agreement, the Complaint and any other statements relating to future results, strategy and plans of the Company (including certain projections and business trends, and statements which may be identified by the use of the words “plans”, “expects” or “does not expect”, “estimated”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “projects”, “will” or “will be taken”, “occur” or “be achieved”). Such statements are provided for illustrative purposes only and are not to be relied upon as predictions or any assurance or guarantee by any party of actual performance of the Company. Forward-looking statements are based on the opinions and estimates of management of the Company as of the date such statements are made, and they are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to the Company’s ability to complete the transactions contemplated by the Foreclosure Agreement, including the receipt of requisite regulatory approval and the satisfaction of the conditions to closing.
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Item 9.01 Financial Statements and Exhibits
| Exhibit Number |
Exhibit Description | |
| 16.1 | Letter from Macias Gini & O’Connell LLP dated July 3, 2023 | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 10.1) |
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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: July 3, 2023 | By: | /s/ Tim Bossidy |
| Name: | Tim Bossidy | |
| Title: | Interim Chief Executive Officer | |
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