UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~March 278, ~~2021~~2022 (~~December~~March 218, ~~2021~~2022)

GRANITE FALLS ENERGY, LLC

(Exact name of small business issuer as specified in its charter)


Minnesota	000-51277	41-1997390
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)


15045 Highway 23 SE, Granite Falls, MN	56241-0216
(Address of principal executive offices)	(Zip Code)

(320) 564-3100

(Issuer's telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class:	Trading Symbol	Name of each exchange on which registered:
None	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

ITEM 2.02 - RESULTS OF OPERATIONS AND FINANCIAL CONDITION AND

ITEM 7.01 - REGULATION FD DISCLOSURE

On or about ~~December~~March 218, ~~2021~~2022, Granite Falls Energy, LLC (the “Company”) sent a letter to its members ~~announcing its estimate of the income tax liability of members for its tax year ended December 31, 2021~~. A copy of ~~this~~the letter is furnished as Exhibit 99.1 to this report.

The ~~information~~letter incontains ~~Items~~forward-looking 2statements.02 ~~and~~We ~~7.01~~undertake ofno ~~this~~responsibility ~~Current~~to ~~Report,~~update ~~including~~any ~~Exhibit~~forward 99looking statement.1 When used, isthe ~~being~~words ~~furnished~~"believe," ~~and~~"intend," ~~shall~~"expect," ~~not~~"anticipate” beand ~~deemed~~similar ~~“filed”~~expressions ~~for~~are ~~the~~intended ~~purposes~~to ofidentify ~~Section~~forward-looking 18statements. ofReaders ~~the~~should ~~Securities~~not ~~Exchange~~place ~~Act~~undue ofreliance ~~1934,~~on asany ~~amended,~~forward-looking orstatements ~~otherwise~~and ~~subject~~recognize tothat the ~~liabilities~~statements are not predictions of ~~that~~actual ~~Section.~~future ~~The~~results, ~~information~~which incould ~~this~~and ~~Current~~likely ~~Report~~will ~~shall~~differ ~~not~~materially befrom ~~incorporated~~those byanticipated ~~reference~~in ~~into~~the ~~any~~forward-looking ~~registration~~statements ~~statement~~due orto ~~other~~risks ~~document~~and ~~filed~~uncertainties, ~~pursuant~~including tothose ~~the~~described ~~Securities~~in ~~Act~~our ofSecurities ~~1933,~~and asExchange ~~amended~~Commission filings, ~~regardless~~copies of ~~any~~which ~~general~~are ~~incorporation~~available ~~language~~through ~~contained~~our inwebsite ~~such~~or ~~filing~~on request.

Pursuant to the rules and regulations of the Securities and Exchange Commission, the exhibit and the information set forth therein and herein shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 8.01 - OTHER EVENTS

On ~~December~~March 228, ~~2021~~2022, the Board of Governors of the Company ~~declared~~is aannouncing ~~cash~~its ~~distribution~~intent ofto ~~$330.00~~engage ~~per~~in ~~membership~~a ~~unit~~reclassification toand ~~the~~reorganization ~~holders~~ of ~~record of~~ the Company’s membership units. atThe ~~the~~Company ~~close~~is conducting a survey of ~~business~~its onmembers ~~December~~regarding ~~22,~~each ~~2021~~unitholder’s status as an “accredited investor,” ~~for~~as adefined ~~total~~by ~~distribution~~Rule 501 of ~~$10,099,980~~Regulation D of the Securities Act.~~00.~~ The Company expects to ~~pay~~structure the ~~distribution~~reclassification byto result in two unit classes. However, depending on the ~~end~~results of ~~January~~the ~~2022,~~accredited ~~subject~~investor tosurvey, ~~approval~~it ~~from~~is possible the Company’s ~~lender~~will structure the reclassification to result in three unit classes.

The reclassification proposal, including any associated amendments to the Company’s operating and member control agreement, will be subject to approval by the members. The Company intends for the reclassification proposal to result in the Company having fewer than 300 unitholders in its existing unit class and fewer than 500 unitholders who are not accredited investors in each additional unit class, which would enable the Company to voluntarily terminate the registration of its units under the Exchange Act.

ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS

(a)None.

(b)None.

(c)None.

(d)Exhibits.


Exhibit No.		Description
99.1		Letter to Members of the Company Dated ~~December~~March 218, ~~2021~~2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	GRANITE FALLS ENERGY, LLC

Date: December 27, 2021	/s/ Stacie Schuler
Date: March 8, 2022	/s/ Stacie Schuler
	Stacie Schuler, Chief Financial Officer

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