SEC Form SC 13G/A filed by Greenrose Acquisition Corp. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT No. 2 TO SCHEDULE 13G

Under the Securities Exchange Act of 1934

The Greenrose Holding Company Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

395392103

(CUSIP Number)

September 22, 2022

(Date of Event, which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨       Rule 13d-1(b)

x      Rule 13d-1(c)

¨       Rule 13d-1(d)

*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 the 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 purposes of Section 18 of the Securities and Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act out shall be subject to all other provisions of the Act, (however, see the Notes).

CUSIP No. 395392103

* Calculation based on 17,649,561 outstanding shares of issuer’s Common Stock as of the date of this report, of which 1,668,065 are directly owned by the reporting person.

CUSIP No. 395392103

* Calculation based on 17,649,561 outstanding shares of issuer’s Common Stock as of the date of this report, of which 1,668,065 are directly owned by the reporting person.

CUSIP No. 395392103

* Calculation based on 17,649,561 outstanding shares of issuer’s Common Stock as of the date of this report, of which 1,668,065 are directly owned by the reporting person.

CUSIP No. 395392103

* Calculation based on 17,649,561 outstanding shares of issuer’s Common Stock as of the date of this report, of which 1,668,065 are directly owned by the reporting person.

CUSIP No. 395392103

* Calculation based on 17,649,561 outstanding shares of issuer’s Common Stock as of the date of this report, of which 1,668,065 are directly owned by the reporting person.

CUSIP No. 395392103

* Calculation based on 17,649,561 outstanding shares of issuer’s Common Stock as of the date of this report, of which 1,668,065 are directly owned by the reporting person.

CUSIP No. 395392103

* Calculation based on 17,649,561 outstanding shares of issuer’s Common Stock as of the date of this report, of which 1,668,065 are directly owned by the reporting person.

Item 1.

The Greenrose Holding Company Inc.

111 Broadway, Amityville, NY 11701

YA II PN, Ltd.

1012 Springfield Ave.

Mountainside, NJ 07092

Cayman Islands

Common Stock, par value $0.0001 per share

395392103

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

* Calculation based on 17,649,561 outstanding shares of issuer’s Common Stock as of the date of this report, of which 1,668,065 are directly owned by the reporting person.

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 ¨.

The reporting persons directly or indirectly own an aggregate of 1,668,065, or 9.45%, shares of Common Stock of Greenrose Holding Co Inc. as of September 22, 2022. YA II PN Ltd. (“YA II”) and the other reporting persons shared the power to vote and dispose any such Common Stock.

Direct beneficial ownership of such Common Stock by the reporting persons is as follows (and therefore excludes any Common Stock indirectly held by such person or any securities, such as warrants, which may be exercised or converted into Common Stock of Greenrose Holding Co Inc. (“Greenrose”)):

·         YA II PN, Ltd. – 1,668,065

·         YA Global Investments II (U.S.), LP – 0

·         Yorkville Advisors Global, LP – 0

·         Yorkville Advisors Global II, LLC – 0

·         YA II GP, LP – 0

·         YAII GP II, LLC -- 0

·         Mark Angelo – 0

Indirect beneficial ownership: n/a

Solely for purposes of this filing, all of the reporting persons are deemed to be affiliated parties and therefore any shares of Common Stock beneficially owned by one reporting person are deemed to be held by all other reporting persons.

Below is a description of the relationship among the reporting persons:

YA II PN, Ltd. (“YA II”) is beneficially owned by YA Global Investments II (U.S.), LP (the “YA Feeder”). Yorkville Advisors Global, LP (the “YA Advisor”) is the investment manager to YA II. Yorkville Advisors Global II, LLC (the “YA Advisor GP”) is the general partner to the YA Advisor. YAII GP, LP (the “YA GP”) is the general partner to the YA Feeder. YAII GP II, LLC (the “Yorkville GP”) is the general partner to the YA GP. Mark Angelo makes the investment decisions on behalf of YA II. Accordingly, each of YA II, YA Feeder, the YA Advisor, the YA Advisor GP, the YA GP, the Yorkville GP and Mark Angelo may be deemed affiliates and therefore may be deemed to beneficially own the same number of Common Shares.

For purposes of this filing, each of the reporting persons is deemed an affiliate of each other reporting person.

Not Applicable

See Item 6.

Not Applicable

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as participant in any transaction having that purpose or effect.

Additional Information:

Each Reporting Person disclaims beneficial ownership of any securities beneficially owned by each other Reporting Person, and its report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of these securities for the purpose of Section 16 or for any other purpose.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement in true, complete and correct.

Dated: September 22, 2022