|
UNITED STATES |
OMB APPROVAL |
|
SECURITIES
AND EXCHANGE COMMISSION |
OMB Number: 3235-0058 |
|
Washington, D.C. 20549 |
Expires: March 31, 20022 |
|
|
Estimated average burden |
|
|
Hours per response 2.50 |
FORM
12b-25
|
SEC FILE NUMBER |
|
0001790665 |
NOTIFICATION OF LATE
FILING
(Check One): ☒ Form 10-K
☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q
☐ Form 10-D ☐ Form N-SAR ☐ Form NC SR
For Period Ended: December 31, 2021
☐ Transition Report on Form 10-K
☐ Transition Report on Form 20-F
☐ Transition Report on Form 11-K
☐ Transition Report on Form 10-Q
☐ Transition Report on Form N-SAR
For the Transition Period Ended: _____________________________________
Read Instruction (on back page) Before
Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein. |
If the notification relates to a portion of the filing
checked above, identify the Item(s) to which the notification relates:
PART I -- REGISTRANT INFORMATION
The Greenrose Holding Company Inc. |
Full Name of Registrant |
|
|
Former Name if Applicable |
|
111 Broadway |
Address of Principal Executive Office (Street and Number) |
|
Amityville, NY 11701 |
City, State and Zip Code |
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without
unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed.
(Check box if appropriate)
(a) The reason described in reasonable
detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒ (b) The subject annual
report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-
CSR, or portion thereof,
will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or
transition report on Form 10-Q, or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the
fifth calendar day following the prescribed due date; and
(c) The accountant’s statement or other exhibit required
by Rule 12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms
10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time
period.
The registrant
has not completed its annual financial statements for fiscal year ended December 31, 2021 and, accordingly, the registrant’s certifying
auditors have not had the opportunity to finalize their audit of the December 31, 2021 financial statements. The registrant will not be
able to obtain its audited financial statements and complete and timely file its Form 10-K annual report by the prescribed due date. The
registrant anticipates completion of its financial statements and audit by its certifying auditors in order to complete and file within
the prescribed extension period its Form 10-K report for the period ended December 31, 2021.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of
person to contact in regard to this notification
Scott Cohen |
|
516 |
|
346-5270 |
(Name) |
|
(Area Code) |
|
(Telephone Number) |
(2)Have all other periodic reports required under Section
13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months
or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
☐ Yes ☒ No
| ● | Annual
Report on Form 10-K for the fiscal year ended December 31, 2020; |
| | |
| ● | Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 2021; |
| | |
| ● | Quarterly
Report on Form 10-Q for the fiscal quarter ended September 30, 2021. |
(3) Is it anticipated that any significant change in results
of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the
subject report or portion thereof? ☒ ☐ Yes ☒ No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
The registrant, formerly known as
Greenrose Acquisition Corp., was formed a blank check special acquisition company, or SPAC, formed for the purpose of entering into a
merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with
one or more businesses or entities. The registrant had no operations and effectively no revenue from the date of its initial public offering,
February 11, 2020, to the date of the consummation of its business combination. As previously disclosed in registrant’s public filings
with the Commission, including its Current Report on Form 8-K filed December 3, 2021, the registrant completed it’s de-SPAC business
combination with Theraplant, LLC, a Connecticut limited liability company on November 26, 2021, at which point the registrant commenced
operations as an operating company. Accordingly, the results of operations for the period in which the registrant operating as an operating
company would not be comparable to the results of operations for the corresponding period for the previous fiscal year, during which time
the registrant remained a blank check company with no operations.
Forward-Looking Statements
This notification
includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Forward-looking statements include, but are not limited to, statements regarding our or our management’s expectations,
hopes, beliefs, intentions or strategies regarding the future. Risks, uncertainties and assumptions that could affect the Company’s
forward-looking statements include, among other things, any changes to our anticipated financial results as a result of our independent
registered public accounting firm completing its audit of the Company’s financial statements, the ability of us and our auditors
to confirm information or data identified in the review, our ability to complete and file future periodic filings with the SEC on a timely
basis and other risks and uncertainties discussed more fully in the Company’s filings with the SEC. In addition, any statements
that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions,
are forward-looking statements. The words “anticipates,” “believe,” “continue,” “could,”
“estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,”
“potential,” “predicts,” “project,” “should,” “would” and similar expressions
may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Unless
required by law, the registrant expressly disclaims any obligation to update publicly any forward-looking statements, whether as a result
of new information, future events or otherwise.
The Greenrose Holding Company Inc.
(Name of Registrant as Specified in
Charter)
has caused this notification to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: March 31, 2022 |
By: |
/s/ William F. Harley III |
|
|
Chief Executive Officer |
4
Greenrose (CE) (USOTC:GNRS)
Historical Stock Chart
From Jun 2024 to Jul 2024
Greenrose (CE) (USOTC:GNRS)
Historical Stock Chart
From Jul 2023 to Jul 2024