Item 4.02. Non-Reliance on Previously Issued Financial Statements
or a Related Audit Report or Completed Interim Review.
In connection with the preparation
of its financial statements as of September 30, 2021, the management of Greenrose Acquisition Corp. (“Greenrose”
or the “Company”) has re-evaluated the Company’s application of ASC 480-10-S99 to its accounting classification
of the redeemable shares of common stock, par value $0.0001 per share (the “Public Shares”), issued as part
of the units sold in the Company’s initial public offering (the “IPO”) on February 13, 2020. Historically,
a portion of the Public Shares was classified as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis
that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001.
Pursuant to such re-evaluation, the Company’s management has determined that the Public Shares include certain provisions that require
classification of the Public Shares as temporary equity regardless of the minimum net tangible assets required to complete the Company’s
initial business combination.
On November 19, 2021, the
Company’s management and the Audit Committee of the Company’s board of directors (the “Audit Committee”)
concluded that, in light of recent guidance, it is appropriate to restate the Company’s previously issued audited balance sheet
as of February 13, 2020 reported in the Company’s Form 8-K filed with the SEC on February 20, 2020, the Company’s audited
financial statements for the period ended December 31, 2020 included in the Company’s annual report on Form 10-K/A filed with the
SEC on May 27, 2021, the Company’s unaudited quarterly financial statements as of and for the three months ended March 31, 2020,
included in the Company’s quarterly report on Form 10-Q filed with the SEC on May 8, 2020, the Company’s unaudited quarterly
financial statements as of and for the six months ended June 30, 2020 included in the Company’s quarterly report on Form 10-Q filed
with the SEC on August 11, 2020, the Company’s unaudited quarterly financial statements as of and for the nine months ended September
30, 2020 included in the Company’s quarterly report on Form 10-Q filed with the SEC on November 13, 2020, the Company’s unaudited
quarterly financial statements as of and for the three months ended March 31, 2021 included in the Company’s quarterly report on
Form 10-Q filed with the SEC on June 2, 2021 and the Company’s unaudited quarterly financial statements as of and for the six months
ended June 30, 2021 included in the Company’s quarterly report on Form 10-Q filed with the SEC on August 16, 2021 (the “Non-Reliance
Financial Statements”), in each case to report all Public Shares as temporary equity. In connection with the change in presentation
for the shares subject to possible redemption, the Company also restated its income (loss) per common share calculation to allocate net
income (loss) pro rata between shares subject to redemption and those that are not subject to redemption.
Considering such restatement, the Non-Reliance
Financial Statements should no longer be relied upon. As such, the Company has restated its financial statements for the periods affected
by the Non-Reliance Financial Statements in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September
30, 2021 (the “Q3 Form 10-Q”), as described therein.
The Company’s management has concluded that
in light of the classification error described above, a material weakness exists in the Company’s internal control over financial
reporting and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with
respect to such material weakness is described in more detail in the Q3 Form 10-Q.
The Company does not expect any of the above changes will have any
impact on its cash position and cash held in the trust account established in connection with the IPO
The Company’s management and the Audit Committee have discussed
the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with Marcum LLP.