Greenrose Acquisition Corp. (NasdaqCM:GNRS) entered in an agreement to acquire Futureworks LLC for $42.5 million on March 12, 2021. As part of the consideration Greenrose will pay $17.5 million in cash, plus (ii) such number of shares of Greenrose Common Stock equal to $15 million in value, calculated based upon the volume weighted average price per share of Parent Common Stock (rounded down to the nearest cent) on the OTCQX for the twenty consecutive trading days ending on (and including) the last full trading day immediately prior to, (i) the closing date, (ii) March 31, 2022, or (iii) such date as Parent Common Stock Price is required to be paid or issued, as applicable, as reported by the Wall Street Journal for each such trading day, or, if not reported by the Wall Street Journal, any other authoritative source mutually agreed by Greenrose and the company, provided that the Parent Common Stock Price for the shares of Parent Common Stock to be issued on the closing date shall be subject to a minimum price of $12.00 per share of Parent Common Stock and a maximum price of $15.00 per share of Parent Common Stock, subject to customary purchase price adjustments, and indemnity escrow, as described more fully in the Futureworks Merger Agreement. In addition to the Initial Consideration, and subject to the Surviving Corporation meeting the Earnout Threshold then, subject to Futureworks' members having delivered an executed Accredited Investor Certification to Greenrose, Greenrose may be required to issue to Futureworks' members up to such number of shares of Parent Common Stock equal to $10 million in value, calculated based on the Parent Common Stock Price. In related transactions Greenrose agreed to acquire Shango Holdings Inc., True Harvest and Theraplant, LLC for Total Initial Transaction Value of $210 Million, Maximum Earnout of $110 Million.

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.