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:

Exhibit No.
4.1	Form of Indenture*
5.1	Opinion of Pryor Cashman LLP**
23.1	Consent of RBSM LLP**
23.2	Consent of Pryor Cashman (included in legal opinion filed as Exhibit 5.1)**
24.1	Power of Attorney (included in Part II as part of the signature page of the Registration Statement)
107	Filing Fee Table**

*	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
/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
*	Director	April 26, 2023
J. Bryan Plumlee
*	Director	April 26, 2023
Cheryl Lanthorn
*	Director	April 26, 2023
John Wood

*By:	/s/ Danny Meeks
	Danny Meeks
	Attorney-In-Fact