November 12, 2019

William F. Harley, III
Chief Executive Officer
Greenrose Acquisition Corp.
1000 Woodbury Road
Suite #212
Woodbury, NY 11797

       Re: Greenrose Acquisition Corp.
           Draft Registration Statement on Form S-1
           Submitted October 22, 2019
           CIK No. 0001790665

Dear Mr. Harley:

       We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so we may
understand your disclosure.

       Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.

      After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional

DRS Form S-1 filed 10/22/19


1.     Please supplementally provide us with copies of all written
communications, as defined in
       Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
       present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
       not they retain copies of the communications.
Exclusive Forum Selection, page 82

2.     Please revise the disclosure in this section and in the risk factor on
page 34 to clarify
       whether the exclusive forum provision applies to Securities Act claims.
In that regard, we
 William F. Harley, III
Greenrose Acquisition Corp.
November 12, 2019
Page 2
      note that Section 22 of the Securities Act creates concurrent
jurisdiction for federal and
      state courts over all suits brought to enforce any duty or liability
created by the Securities
      Act or the rules and regulations thereunder. If this provision does not
apply to actions
      arising under the Securities Act, please also ensure that the exclusive
forum provision in
      the governing documents states this clearly, or tell us how you will
inform investors in
      future filings that the provision does not apply to any actions arising
under the Securities
       You may contact Jeffrey Lewis at 202-551-6216 or Isaac Esquivel at
202-551-3395 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Pam Howell at 202-551-3357 or Brigitte Lippmann at 202-551-3713 with
any other

FirstName LastNameWilliam F. Harley, III
                                                              Division of
Corporation Finance
Comapany NameGreenrose Acquisition Corp.
                                                              Office of Real
Estate & Construction
November 12, 2019 Page 2
cc:       Guy Molinari
FirstName LastName