Greenrose Acquisition Corp. (NasdaqCM:GNRS) entered into an asset purchase agreement to acquire Substantially all assets of True Harvest, LLC for $81.8 million on March 12, 2021. As per filing on July 9, 2021, the purchase price of True Harvest would be adjusted by the addition of (i) up to a maximum of four million seven hundred thousand dollars ($4,700,000) added to the principal amount of the secured note to be issued at closing and (ii) up to a maximum of one million four hundred thousand dollars ($1,400,000) of additional debt to be assumed by the Buyer at closing, in each case, subject to True Harvest achieving certain revenue targets. As part of the consideration Greenrose will pay $21.75 million in cash, additional $25 million evidenced by a secured promissory note bearing interest at 8% per annum, which matures on the third anniversary of the closing and assumption of $3.25 million of debt. In addition, Greenrose will pay $35 million in cash as contingent on the business attaining, within thirty-six months after the closing date. The earnout payment, if any, shall be evidenced by a promissory note, which shall bear interest at an annual rate of 8% per annum, is payable in twenty-four monthly installments after issuance. As per the article of July 28, 2021, $52.9 million is paid at closing, $21.8 million in cash and debt is of $31.1 million upon closing and for future consideration debt is $38.7 million including incorporating $3.7 million in additional consideration. Debt of $31.1 million includes $29.7 million of True Harvest notes and $1.4 million of assumed debt. 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. Combined revenue multiple for True Harvest and Theraplant is 4.5x, it corresponds to a proforma enterprise value of $269 million, which is equal to proforma equity value of $276 million, proforma debt of $104.7 million of debt, $40 million of convertible notes, 11.2 million of assumed debt and proforma of cash of $162.7 million. Combined EBITDA multiple for True Harvest and Theraplant is 7.9x. For 2020, based upon audited amounts, revenue of True Harvest is $8.036 million, EBITDA is $1.096 million and adjusted EBITDA is $1.355 million. Greenrose intends to commence an offering of $150 million in equity and debt securities in a private offering, and to use the net proceeds of such offering for the acquisition of the Platform and general corporate purposes. In connection with the offering, Greenrose has received a non-binding term sheet for $80 million, consisting of $40 million debt and $40 million equity. The net proceeds raised from the transaction will primarily be used to support working capital and fund expansion through additional acquisitions. In related transactions Greenrose agreed to acquire Shango Holdings Inc., Futureworks LLC and Theraplant, LLC for Total Initial Transaction Value of $210 Million, Maximum Earnout of $110 Million.

True Harvest reported income from operations of $0.66 million, net loss of $1 million, total assets of $6 million and net revenues of $8 million. for the year ended December 31, 2020. The board of directors of Greenrose and Ture Harvest have unanimously approved the proposed transactions, subject to regulatory and stockholder/equity holder approvals, as well as other customary closing conditions. As of October 27, 2021, shareholders voted to approve the proposed business combination. The approval and adoption of the Asset Purchase Agreement and transactions contemplated thereby and certain other matters by the requisite vote of the Greenrose Stockholders and after giving effect to the completion of the Redemption and any financings undertaken by Greenrose in connection with the closing, Greenrose shall have net tangible assets of no less than $70 million. Greenrose's board of directors has concluded that the True Harvest and another acquisition Theraplant taken together meet all the requirements of the de-spacing transaction. Joshua A. Schneiderman and Christopher H. Bayley of Snell & Wilmer, L.L.P. acted as legal advisor to True Harvest, LLC and Guy N. Molinari of Tarter Krinsky & Drogin LLP acted as legal advisor and Imperial Capital, LLC is acting as capital markets advisor to Greenrose in the transaction. Imperial Capital, LLC is acting as financial advisor to Greenrose. Gateway Group is serving as communications advisor to Greenrose. Mackenzie Partners and Broadridge Financial Solutions are acting as Information agent to Greenrose. Mackenzie Partners and Imperial Capital will receive a fee of $9,000 and $7.8 million respectively. The transaction is expected to close in the third quarter of 2021. As per filing on July 9, 2021, the drop dead date for closing was amended to be November 30, 2021. As per the filling on August 12, 2021, Greenrose Acquisition extending the time available in order to consummate a business combination for an additional one month, from August 13, 2021 to September 13, 2021. As on September 8, 2021, Greenrose Acquisition extending the time available in order to consummate a business combination to October 13, 2021.As on October 8, 2021, Greenrose Acquisition extending the time available in order to consummate a business combination to November 13, 2021.

As on December 31, 2021, Greenrose paid consideration of $57.6 million at close, consisting of $12.5 million in cash, $23.0 million in the form of a convertible note, $4.6 million in assumed debt, and $17.5 million in shares of the Company's common stock (4,430,378 shares). Contingent upon True Harvest achieving a certain price point per pound of cannabis flower relative to total flower production within 36 months of the closing of the transaction, Greenrose will pay additional consideration of up to $35.0 million in the form of an earnout, payable in shares of common stock of the Company. David Feuerstein of Feuerstein Kulick acted as regulatory counsel and Samantha Gleit and Dan Rich of Feuerstein Kulick acted as debt counsel to Greenrose.

Greenrose Acquisition Corp. (NasdaqCM:GNRS) completed the acquisition of Substantially all assets of True Harvest, LLC for $88.4 million on December 31, 2021.