Greenrose Acquisition Corp. cancelled the acquisition of Futureworks LLC.
Prior to closing the transaction, Greenrose will be renamed The Greenrose Holding Company Inc. and is expected to transition its listing from the Nasdaq Capital Market to the OTCQX® Best Market. Additionally, Greenrose intends to list on the NEO exchange after the close of the transaction. Greenrose intends to commence an offering of $150 million in equity and $50 million in debt securities in a private offering, and to use the net proceeds of such offering for the acquisition and general corporate purposes.
The transaction is subject to all approvals from Governmental Authority necessary for consummation of the Merger and the other Transactions shall have been obtained and shall be in full force and effect, including, without limitation, (a) all other authorizations, consents and Approval of Governmental Authority required for consummation of the Transactions contemplated hereby shall have been obtained, (b) the receipt of approval of Parent's stockholders adopting this Agreement and approving the Parent Stockholder Approval Matters, (c) any filings and Approvals required under the rules and regulations of OTCQX, or such other quotation system or stock exchange on which Parent's capital stock is then traded or is proposed to be traded on, and (d) the receipt of Approval of the MED and applicable local jurisdictions regarding the transfer of the company's Cannabis Permits. (e) the absence of a Material Adverse Effect since the date of the Futureworks Merger Agreement; and (f) material compliance by the parties with their respective pre-Closing and Closing obligations and the accuracy of each party's representations and warranties in the Futureworks Merger Agreement, in each case subject to the certain materiality standards contained in the Futureworks Merger Agreement (f) stockholder/equity holder approvals, as well as other customary closing conditions. The board of directors of Greenrose and the governing bodies of each of the Platform companies have unanimously approved the proposed transactions.
The transaction is expected to close in the second or third quarter of 2021. Guy N. Molinari of Tarter Krinsky & Drogin LLP acted as legal advisor and Imperial Capital, LLC acted as financial advisor to Greenrose Acquisition and Steve Levine of Husch Blackwell LLP acted as legal advisor to Futureworks. Gateway Group is serving as communications advisor to Greenrose.
Greenrose Acquisition Corp. (NasdaqCM:GNRS) cancelled the acquisition of Futureworks LLC on January 6, 2022.