Item 1.01. Entry into a Material Definitive Agreement.

On September 8, 2022, The Greenrose Holding Company Inc. ("Greenrose" or the "Company") received notices of exercise from the holder of the Company's Amended and Restated Warrant No.1 dated December 31, 2021 ("Warrant No.1") and Warrant No.2 dated December 31, 2021 ("Warrant No.2") (Warrant No.1 and Warrant No.2 collectively, the "Warrants", and both Warrants are attached hereto and incorporated herein by this reference).

Under the terms of the Warrants, the holder of the Warrants may elect to exercise the Warrants by making a cash election in return for a cash payment of Company's common shares based on a Floor Amount, which is $6.00 per share for cash election exercised prior to November 6, 2022. For Warrant No.1, the Warrant holder elected to pay Company the cash election exercise price of $20,000.00, in return for Company's payment of cash equal to the floor amount for the 2,000,000 common shares of the Company, which is $12,000,000.00. For Warrant No.2, the Warrant holder elected to pay Company the cash election exercise price of $5,500.00, in return for Company's payment of cash equal to the floor amount for the 550,000 common shares of the Company, which is $3,300,000.00.

Under the terms of the Warrants and the Warrants holder's notices of exercise, the Company may elect to pay the holder of the Warrants in the form of a promissory note in the event the Company determines that the cash payments would result in the Company's liquidity being less than would be sufficient to enable the Company to pay its obligations in the ordinary course as they become due. The Company has determined that it is in its best interest of the Company to fulfill its cash payment obligations under the Warrants in the form of a promissory notes, based on terms specified in the Warrants. The Company is issuing promissory notes to the Warrants holder in accordance with the terms of the Warrants.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit
Number                                 Exhibit Description
4.1(1)       Amended and Restated Warrant No. 1
4.2(1)       Warrant No. 2
104        Cover Page Interactive Data File (embedded within the Inline XBRL document)

(1) Incorporated by reference to the Company's Current Report on Form 8-K filed


    with the Commission on January 6, 2022




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