Greenwave Technology Solutions, Inc. — Proxy Solicitation & Information Statement 2024

Jun 3, 2024

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

| ☐ | Preliminary
Proxy Statement |
| --- | --- |
| ☐ | Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive
Proxy Statement |
| ☒ | Definitive
Additional Materials |
| ☐ | Soliciting
Material Pursuant to Rule Sec.240.14a-12 |

GREENWAVE TECHNOLOGY SOLUTIONS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

| ☒ | No
fee required |
| --- | --- |
| ☐ | Fee
computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11. |

| (1) | Title
of each class of securities to which transaction applies: |
| --- | --- |
| (2) | Aggregate
number of securities to which transaction applies: |
| (3) | Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): |
| (4) | Proposed
maximum aggregate value of transaction: |
| (5) | Total
fee paid: |

| ☐ | Fee
paid previously with preliminary materials: |
| --- | --- |
| ☐ | Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its
filing. |

| (1) | Amount
previously paid: |
| --- | --- |
| (2) | Form,
Schedule or Registration Statement No.: |
| (3) | Filing
Party: |
| (4) | Date
Filed: |

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CONTROL ID:

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2024 SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 19, 2024.

| DATE:
July 19, 2024 |
| --- |
| TIME:
AT 4:30 PM ET |
| LOCATION: To be held virtually by calling 877-407-3088 (toll free). |

THIS COMMUNICATION IS NOT A FORM OF VOTING AND ONLY REPRESENTS A NOTICE TO ACCESS A MORE COMPLETE SET OF PROXY MATERIALS (INCLUDING THE PROXY STATEMENT ) AVAILABLE TO YOU ON THE INTERNET. WE ENCOURAGE YOU TO ACCESS AND REVIEW ALL OF THE IMPORTANT INFORMATION CONTAINED IN THE PROXY MATERIALS BEFORE VOTING. THE PROXY MATERIALS ARE AVAILABLE AT www.GWAV.vote To submit your proxy while visiting this site, you will need the control ID in THIS NOTICE.

● IF YOU DECIDE TO VIEW THE PROXY MATERIALS AND VOTE YOUR SHARES ONLINE,

| Step
1: Go to www.GWAV.vote |
| --- |
| Step
2: To view or download the proxy materials, click on the link that describes the material you wish to view or download. For example,
to view or download the Proxy Statement, click on the “Proxy Statement” link. |
| Step
3: To vote online, click on the designated link and follow the on-screen instructions. YOU MAY VOTE ONLINE UNTIL 7:00 PM EASTERN
TIME ON July 18, 2024 . |

● IF YOU WANT TO RECEIVE A PAPER COPY OF THE PROXY MATERIALS INCLUDING THE PROXY CARD, YOU MUST REQUEST ONE. THERE IS NO CHARGE TO YOU FOR REQUESTING A COPY. TO FACILITATE TIMELY DELIVERY PLEASE MAKE THE REQUEST, AS INSTRUCTED BELOW, BEFORE JULY 3, 2024 .

| HOW
TO REQUEST PAPER COPIES OF OUR MATERIALS — ● | ● | ● | ● |
| --- | --- | --- | --- |
| PHONE: | FAX: | INTERNET: | EMAIL: |
| CALL
TOLL FREE | SEND
THIS CARD TO | www.GWAV.vote | proxy@equitystock.com |
| 1-212-575-5757 | 1-646-201-9006 | FOLLOW
THE ON-SCREEN INSTRUCTIONS. | INCLUDE
YOUR CONTROL ID IN YOUR EMAIL. |

iMPORTANT NOTE: If you encounter any technical difficulties with the virtual meeting platform on the meeting day, please call 877-804-2062 (toll free) or email proxy@equitystock.com, ATTN: Shareholder services.

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Voting items

The board of directors of GREENWAVE TECHNOLOGY SOLUTIONS INC. (the “company”) recommends that you vote “for” PROPOSAL 1 THROUGH 4.

1. To approve the adoption of an amendment to the Company’s Amended and Restated Bylaws to decrease the number of shares of Common Stock needed to establish a quorum for meetings of stockholders.

2. To approve an amendment to the Company’s 2024 Equity Incentive Plan to increase the number of shares of the Company’s Common Stock available and reserved for issuance thereunder to 3,000,000 shares, subject to certain conditions.

3. To approve the issuance of warrants to purchase up to an aggregate of 3,104,382 shares of Common Stock, and the issuance of the shares of Common Stock issuable upon the exercise of such warrants, in accordance with Nasdaq Listing Rule 5635(d).

4. To approve the adjournment of the Special Meeting, if necessary or advisable, to solicit additional proxies in favor of the foregoing proposals if there are not sufficient votes to approve the foregoing proposals.

Note: To transact such other business as may be properly brought before the Annual Meeting and any adjournments thereof.

THE BOARD OF DIRECTORS HAS FIXED THE CLOSE OF BUSINESS ON MAY 20, 2024, AS THE RECORD DATE FOR THE DETERMINATION OF SHAREHOLDERS ENTITLED TO RECEIVE NOTICE OF THE SPECIAL MEETING AND TO VOTE THE COMPANY’S COMMON SHARES THEY HELD ON THAT DATE AT THE MEETING OR ANY POSTPONEMENT OR ADJOURNMENT OF THE MEETING.

PLEASE NOTE–THIS IS NOT A PROXY CARD - YOU CANNOT VOTE BY RETURNING THIS CARD. TO VOTE YOUR SHARES, YOU MUST VOTE ONLINE OR REQUEST A PAPER COPY OF PROXY MATERIALS TO RECEIVE A PROXY CARD.

IF YOU WISH TO ATTEND AND VOTE AT THE MEETING, PLEASE FOLLOW INSTRUCTIONS LISTED ON THE REVERSE SIDE.

YOUR VOTE IS IMPORTANT!

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