Securities Registration Statement (simplified Form) (s-3/a)
26 Abril 2023 - 6:31AM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on April 26, 2023
Registration
No. 333-271324
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
S-3/A
(Amendment
No. 1)
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Greenwave
Technology Solutions, Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
|
46-2612944 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
Employer
Identification
No.) |
4016
Raintree Rd., Ste 300
Chesapeake,
VA 23321
(757)
966-1432
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
with
a copy to:
M.
Ali Panjwani, Esq.
Pryor
Cashman LLP
7
Times Square
New
York, New York 10036
(212)
421-4100
Approximate
date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box. ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box. ⌧
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
|
|
|
|
Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
|
|
|
|
|
|
Emerging
growth company |
☐ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act, or until this registration statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY
NOTE
This
Amendment No. 1 (this “Amendment”) to the Registration Statement on Form S-3 of Greenwave Technology Solutions, Inc. (File No. 333-271324) (the “Registration Statement”) is being filed as an exhibit-only filing to file a Form of Indenture, filed
herewith as Exhibit 4.1. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the
Registration Statement, the signature page to the Registration Statement and the Form of Indenture, filed herewith as Exhibit 4.1. The
prospectus and the balance of Part II of the Registration Statement are unchanged and have been omitted.
Item 16. Exhibits.
(a) |
The
following exhibits are filed as part of this registration statement: |
* |
Filed
herewith. |
|
|
** |
Previously
filed. |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to Registration Statement on Form S-3 to be signed
on its behalf by the undersigned, thereunto duly authorized, in Chesapeake, Virginia on April 26, 2023.
|
GREENWAVE
TECHNOLOGY SOLUTIONS, INC. |
|
|
|
By: |
/s/
Danny Meeks |
|
|
Danny
Meeks |
|
|
Chief
Executive Officer |
Pursuant
to the requirements of the Securities Act of 1933, this Amendment No. 1 to Form S-3 has been signed by the following persons in the capacities
and on the dates indicated.
Signature |
|
Title |
|
Date |
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/s/
Danny Meeks |
|
Chief
Executive Officer, Director, Chairman (Principal Executive Officer) |
|
April
26, 2023 |
Danny
Meeks |
|
|
|
|
|
|
|
|
|
* |
|
Chief
Financial Officer (Principal Financial and Principal Accounting Officer) |
|
April
26, 2023 |
Ashley
Sickles |
|
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|
|
|
|
|
|
|
* |
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Director |
|
April
26, 2023 |
J.
Bryan Plumlee |
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* |
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Director |
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April
26, 2023 |
Cheryl
Lanthorn |
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* |
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Director |
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April
26, 2023 |
John
Wood |
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*By: |
/s/
Danny Meeks |
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Danny
Meeks |
|
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Attorney-In-Fact |
|
(USOTC:GWAV)
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