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CORRESP
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    Tarter
Krinsky & Drogin LLP

1350 Broadway | New York | NY | 10018

www.tarterkrinsky.com

August
20, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
D.C. 20549

Attention:
Amy Geddes and Charles Guidry

RE:        Greenrose
Acquisition Corp.

Preliminary
Proxy Statement on Schedule 14A

Submitted
June 4, 2021

CIK
No. 0001790665

Ladies & Gentlemen,

On
behalf of Greenrose Acquisition Corp. (the “Company”) and in response to the comment letter of the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) to the Preliminary Proxy Statement on Schedule 14A filed
with the Commission on June 4, 2021 (the “Proxy Statement”) contained in the Staff’s letter dated July 2, 2021 (the
“Comment Letter”), we submit this letter containing the Company’s response to the Comment Letter. In connection with
this letter, the Company is filing an amendment to the Proxy Statement.

For
your convenience, we have set out the text in bold of the comment of the Comment Letter followed by our response in regular typeface.

Schedule
14A filed June 4, 2021 Frequently Used Terms, page vii

1. Please
briefly describe the “Fundamental Representations” related to each business acquisition, rather than referring investors to
the relevant business combination agreements.

Response:

The
Company respectfully acknowledges the Staff’s comment and has revised its disclosures on page vii to describe the “Fundamental
Representations” in the applicable merger agreements.

    1

Summary
of the Proxy Statement Description of Theraplant LLC, page 2

2. Please
quantify the “significant portion” of the Connecticut medical cannabis market captured by Theraplant.

Response:

The
Company respectfully acknowledges the Staff’s comment and has revised its disclosures on page 3 to quantify the portion of the
Connecticut medical cannabis market captured by Theraplant.

Description
of True Harvest, LLC Operations and Operational Systems, page 4

3. We
note your disclosure that “[t]he space occupied by True Harvest includes industrial sized water treatment, power and cooling infrastructure.”
We also note your disclosure on page 77 that “[t]he marijuana business is dependent on a number of key inputs and their related
costs, including raw materials and supplies related to growing operations, as well as electricity, water and other local utilities.”
Considering the reliance of the marijuana industry on water and other utilities, please amend your filing to include the risks, if any,
related to the impact of climate change and related environmental and other regulations on the target businesses, and the marijuana business
as a whole.

Response:

The Company respectfully acknowledges the Staff’s comment and
has revised its disclosures on pages 4 – 5 and pages 68 – 69.

Description
of Shango Holdings Inc. California, page 6

4. You
disclose that Shango is currently constructing a distribution facility out of a 12,000 square foot space at 11875 Pigeon Pass Rd, Moreno
Valley, CA, and that within the same facility as the distribution business, Shango operates a state-of-the-art 5,000 square foot recreational
cannabis retail dispensary. Please clarify whether Shango is currently operating the retail business, or whether the retail business
is inoperable pending completion of construction of the distribution facility.

Response:

The
Company respectfully acknowledges the Staff’s comment. Because the Company will no longer seek shareholder approval of the Shango
Merger, the Company has deleted the relevant disclosure.

Theraplant
Merger Consideration, page 14

5. Please
amend your disclosure to briefly describe the material terms of the indemnity escrow. This comment applies to each of the merger agreements
with applicable provisions.

Response:

The
Company respectfully acknowledges the Staff’s comment and has revised its disclosures on page 8 to describe the material terms
of the indemnity escrow for Theraplant

    2

Shango
Merger Consideration and Related Agreements, page 15

6. We
note your disclosure that “the additional consideration may be subject to acceleration as further set forth in the Shango Merger
Agreement.” Please amend your disclosure to describe the circumstances under which the additional consideration would be subject
to acceleration.

Response:

The
Company respectfully acknowledges the Staff’s comment. Because the Company will no longer seek shareholder approval of the Shango
Merger, the Company has deleted the relevant disclosure.

Futureworks
Merger Consideration and Related Agreements, page 16

7. Please
amend your disclosure to define “Earnout Threshold,” and provide more detail about the material terms of the purchase price
adjustments and indemnity escrow.

Response:

The
Company respectfully acknowledges the Staff’s comment. Because the Company will no longer seek shareholder approval of the Futureworks
Merger, the Company has deleted the relevant disclosure.

Risk
Factors, page 42

8. Please
add a risk factor discussing the material risks to public warrant holders, including those arising from differences between private and
public warrants. Explain the impact of de-listing your warrants to security holders.

Response:

The Company respectfully acknowledges the Staff’s
comment and has revised its disclosures on pages 35 – 36.

Risks
Related to the Business Combinations and Post-Closing Operations of Greenrose, page 51

9. In
this section, please disclose, if true, that the sponsor can earn a positive rate of return on its investment, even if other shareholders
experience a negative rate of return in the post- business-combination company.

Response:

The
Company respectfully acknowledges the Staff’s comment and has revised its disclosures on page 46.

Our
Public Stockholders will experience substantial dilution as a consequence of, among other transactions . . ., page 86

10. Please
revise this risk factor to disclose all possible sources and extent of dilution that shareholders who elect not to redeem their shares
may experience in connection with the business combination. Provide disclosure of the impact of each significant source of dilution not
already discussed, including the amount of equity held by founders and convertible securities, including warrants retained by redeeming
shareholders, at each of the redemption levels detailed in your sensitivity analysis. Include disclosure of any relevant assumptions.

Response:

The Company respectfully acknowledges the Staff’s
comment and has revised its disclosures on pages 77 – 78.

    3

11. It
appears that the approximately $3.5 million in deferred underwriting fees remain constant and are not adjusted based on redemptions.
Please include disclosure regarding the effective underwriting fee on a percentage basis for shares at each redemption level presented
in your sensitivity analysis related to dilution.

Response:

The
Company respectfully acknowledges the Staff’s comment and advises that $3.5 million in underwriting fees was paid upon the closing
of the Company’s initial public offering. The deferred underwriting fee remains constant and has been reflected within Transaction
Costs, including in the disclosure of calculation of maximum shares redeemable. Please see response to Comment 14.

Unaudited
Pro Forma Condensed Combined Financial Information PIPE Financing, page 93

12. Your
description of the PIPE financing here indicates the facility will make available up to $90 million. However, the last paragraph on this
page indicates the PIPE financing will make available $110 million. Please reconcile this discrepancy.

Response:

The Company has updated the description of the
PIPE financings on pages 85 – 86 to more appropriately describe the funds made available through each of the PIPE facilities. Additionally,
the Company has updated its disclosure to reflect the appropriate debt financing amount on pages 85 – 86.

13. You
state that the pro forma financial statements assume that a gross amount of $26.6 million is drawn on the PIPE financing at closing with
the remaining amount issuable at the option of the lead investor. Per note 2(b) on page 104, you show $75 million of cash proceeds from
the PIPE financing being used in the pro forma adjustments. Please reconcile these amounts.

Response:

The
Company has updated its disclosure within Note 2(b) on page 96 to reflect the amounts borrowed in the notes to the unaudited pro forma
condensed combined financial statements. Please note that the financings have changed and only one secured note is currently reflected.

    4

Assumption
of Maximum Redemptions, page 94

14. Please
tell us and disclose how you determined that only 5.1 million shares would be redeemed under the maximum redemption scenario. In addition,
it appears from adjustment 2(b) that you have identified $75 million drawn under the PIPE financing. Please explain to us why your maximum
redemptions calculation does not consider maximum draw on the PIPE financing.

Response:

The Company has revised its disclosure on pages
86 and 97 to further disclose how the maximum shares redeemable of 10.4 million shares are calculated. Refer below for a detailed calculation
of each component used to calculate the maximum share redemption.

$
in thousands

Sources of Cash

    Greenrose cash and cash equivalents
    $ 253

    Marketable securities held in Trust Account
      173,403

    PIPE Proceeds
      74,976

    Total Sources of Cash
      248,632

    Uses of Cash

    Cash Paid to Theraplant (including working capital adjustments)
      (104,183 )

    Cash Paid to True Harvest (1)
      (21,750 )

    Transaction Costs
      (16,256 )

    Payment of Greenrose Convertible promissory note - related party
      (2,300 )

    Total Uses of Cash
      (144,489 )

    Maximum cash available for redemptions
      104,143

    Redemption value per share
    $ 10.05

    Maximum shares redeemable
      10,360

 (1) True
                                            Harvest is an Asset Purchase Agreement without any working capital adjustment.

Unaudited
Pro Forma Condensed Combined Statement of Operations, page 99

15. We
note that your cost of goods sold does not include depreciation and amortization. Please tell us how your presentation of gross profit
complies with the guidance in SAB Topic 11B.

Response:

The Company has revised its disclosure within
the unaudited pro forma condensed combined financial statements on pages 91 – 94 to remove the presentation of gross profit and
to include that cost of sales are exclusive of depreciation to comply with the guidance in SAB Topic 11B. Additionally, the historical
financial statement disclosures for Theraplant and True Harvest on pages F-61, F-73, F-88 and F-102 and management’s discussion
and analysis for Theraplant on pages 177 – 179 have been revised to comply with the guidance in SAB 11B.

    5

Notes
to the Unaudited Condensed Combined Financial Information

2.
Unaudited Pro Forma Condensed Combined Balance Sheet Adjustments, page 104

16. Please
tell us how the reference to note 2e is appropriate for certain balance sheet adjustments which appear to be made for a consistent presentation
not to adjust for assets and liabilities not acquired. For example, the $4,810 adjustment to accounts payable and accrued liabilities
for the pro forma Shango transaction adjustments on page 97 appears unrelated to note 2e.

Response:

The Company has revised its disclosure on pages
89 and 97 to reflect pro forma reclasses to Note 2(m) within the unaudited pro forma condensed combined financial statements.

3.
Unaudited Pro Forma Condensed Combined Statement of Operations Adjustments, page 106

17. Please
revise footnote 3(c) to include the pro forma assumed PIPE financing amount outstanding and the interest rate used in your calculation
of pro forma interest expense.

Response:

The
Company has revised its disclosures within Note 3(c) on page 98 for the interim adjustment and Note 3(d) on page 99 for the annual adjustment
to include the principal amount, the stated interest rate and maturity date for all new debt financings incurred in connection with the
Business Combinations and PIPE Financings.

Proposal
No. 2 — The Business Combinations Proposal, page 113

18. We
note your disclosure that “[t]he Board has determined that completing all of the Business Combinations is in the best interest of
Greenrose’s shareholders and therefore the Business Combinations Proposal provides Greenrose’s stockholders an opportunity to vote for
or against all of the Business Combinations and not each Business Combination individually.” We also note your disclosure on page
30 that “[o]nce the Theraplant and True Harvest Business Combinations are completed, it is possible that we may be unable to complete
the Shango Merger and/or the Futureworks Merger.” Please disclose whether the Board determined that it was still in the best interest
of shareholders to complete only the Theraplant and True Harvest mergers, and tell us how you considered the fact that the Shango and
True Harvest Business Combinations may not be completed, when you determined that it was in the best interest of stockholders to give
them an opportunity to vote either for or against all of the Business Combinations, rather than on each Business Combination individually.

Response:

The
Company respectfully acknowledges the Staff’s comment. Because the Company will no longer seek shareholder approval of the Shango
Merger or the Futureworks Merger, the Company has deleted the disclosure relevant to those Business Combinations. Additional disclosure
regarding the Board’s determination has been included in the section The Qualified Business Combinations Proposal on page 112.

    6

19. We
note that one of the factors the Board considered related to the valuations to be paid in connection with the respective Target Businesses,
which the Board determined to be attractive based on the quality of the businesses of the respective Target Businesses and in comparison
with publicly traded MSOs. Clarify whether your reference to “valuation to be paid” is the same is the “consideration
to be paid” for each Target Business. Also, elaborate upon the comparison that was made to publicly traded MSOs by identifying the
MSOs and the respective valuation to which the Board drew favorable comparisons.

Response:

The
Company respectfully acknowledges the Staff’s comment, has modified the disclosure to refer to “consideration paid”
instead of “valuation paid,” and has revised its disclosures on page 109.

20. Revise
to disclose the “certain budgetary information and forecast projections from the respective management teams of each of the Target
Businesses and Greenrose’s management.”

Response:

The
Company respectfully acknowledges the Staff’s comment and has revised its disclosures on pages 107 – 108 to respond to the
Staff’s requests.

The
Business Combination Agreements

Overview
of the Transactions Contemplated by the Theraplant Business Combination Agreement Consideration, page 118

21. Please
amend your disclosure to clarify how you arrived at the consideration to be paid to Theraplant, including how you calculated the $100,000,000
cash consideration for the Theraplant shares, the amount to be held in escrow, the Expense Amount, and the Managing Member Expense Amount.
Please also clarify how you determined that additional consideration should be based on Theraplant’s estimate of its net working
capital as of immediately prior to the Closing and $2,500,000, including how and why you determined the $2,500,000 benchmark.

Response:

The Company respectfully acknowledges the Staff’s
comment and has revised its disclosures on page 113 to describe the considerations involved in determining the cash consideration for
and net working capital benchmark.

Conditions
to Closing