GGMC / Glenfarne Merger Corp - Class A - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Glenfarne Merger Corp., Class A / Linden Capital L.P. - SC 13G/A Passive Investment

SC 13G/A 1 d429663dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Glenfarne Merger Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 378579106 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statem

Glenfarne Merger Corp., Class A / Radcliffe Capital Management, L.P. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* Glenfarne Merger Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 378579106 (CUSIP Number) Dec

Glenfarne Merger Corp., Class A / Blackstone Holdings I L.P. - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

JOINT FILING AGREEMENT

EX-99.1 2 tm234268d6ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of GLENFARNE MERGER CORP dated as of December 31, 2022 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance

Glenfarne Merger Corp., Class A / Magnetar Financial LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 – Exit Filing)* Glenfarne Merger Corp. (Name of Issuer) Common Stock – Class A (Title of Class of Securities) 378579106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

Power of Attorney, dated as of December 22, 2022 filed by the Reporting Persons on January 24, 2023.

EX-99.2 3 tm234268d6ex99-2.htm EXHIBIT 99.2 EXHIBIT 99.2 LIMITED POWER OF ATTORNEY Know all by these present, that I, David J. Snyderman, hereby make, constitute and appoint each of Michael Turro, Karl Wachter and Hayley Stein, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal

Glenfarne Merger Corp. Announces Delisting of its Securities from the Nasdaq Stock Market LLC

Exhibit 99.1 Glenfarne Merger Corp. Announces Delisting of its Securities from the Nasdaq Stock Market LLC New York, December 23, 2022 ? Glenfarne Merger Corp. (Nasdaq: GGMCU, GGMC, GGMCW) (the ?Company?) previously announced that it intends to dissolve and liquidate in accordance with its Amended and Restated Certificate of Incorporation, as amended (the ?Certificate of Incorporation?), including

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40245 GLENFARNE MERGER CORP. (Exact name of registrant as specified in i

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 21, 2022 Glenfarne Merger Corp. (Exact name of registrant as specified in its charter) Delaware 001-40245 85-1535392 (State or other jurisdiction of incorporation) (Commissio

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Glenfarne Merger Corp., dated December 12, 2022.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GLENFARNE MERGER CORP. December 12, 2022 Glenfarne Merger Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Glenfarne Merger Corp.?. The original certificate of incorporation of the

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 12, 2022 Glenfarne Merger Corp. (Exact name of registrant as specified in its charter) Delaware 001-40245 85-1535392 (State or other jurisdiction of incorporation) (Commissio

Amendment to the Investment Management Trust Agreement, dated March 15, 2021, by and between Glenfarne Merger Corp. and Continental Stock Transfer & Trust Company.

EX-10.1 3 ea169908ex10-1glenfarne.htm AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT, DATED MARCH 15, 2021, BY AND BETWEEN GLENFARNE MERGER CORP. AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY Exhibit 10.1 AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT December 12, 2022 THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of December 12, 2022, b

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 9, 2022 Glenfarne Merger Corp. (Exact name of registrant as specified in its charter) Delaware 001-40245 85-1535392 (State or other jurisdiction of incorporation) (Commission

Glenfarne Merger Corp. Will Redeem Its Public Shares and Will Not Consummate an Initial Business Combination

Exhibit 99.1 Glenfarne Merger Corp. Will Redeem Its Public Shares and Will Not Consummate an Initial Business Combination New York, December 9, 2022 ? Glenfarne Merger Corp. (Nasdaq: GGMCU, GGMC, GGMCW) (the ?Company?) today announced that if stockholders approve a proposed amendment (the ?Charter Amendment Proposal?) to its Amended and Restated Certificate of Incorporation (the ?Charter?) and a p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A 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 State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40245 Glenfarne Merger

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A 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 State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40245 Glenfarne Merger Corp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40245 Glenfarne Merger Cor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40245 GLENFARNE MERGER CORP. (Exac

Description of Securities of the Registrant.

Exhibit 4.5 glenfarne merger CORP. DESCRIPTION OF SECURITIES As of the date of the Annual Report on Form 10-K for the year ended December 31, 2021 (the ?Report?) of Glenfarne Merger Corp, a Delaware corporation (?we,? ?us,? ?our? or ?the company?), of which this exhibit forms a part, the Company had the following three classes of securities registered under Section 12 of the Securities Exchange Ac

Glenfarne Merger Corp., Class A / Sculptor Capital LP - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* GLENFARNE MERGER CORP. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 378579106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig

Glenfarne Merger Corp., Class A / Radcliffe Capital Management, L.P. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* Glenfarne Merger Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 378579106 (CUSIP Number) Dec

Glenfarne Merger Corp., Class A / Blackstone Holdings I L.P. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

Glenfarne Merger Corp., Class A / Owl Creek Asset Management, L.P. - GLENFARNE MERGER CORP. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Glenfarne Merger Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 378579106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul

Glenfarne Merger Corp., Class A / Shaolin Capital Management LLC - SC 13G GGMC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Glenfarne Merger Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 378579106 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designa

Glenfarne Merger Corp., Class A / Polar Asset Management Partners Inc. - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Glenfarne Merger Corp. (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) 378579106 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-4024

GLENFARNE MERGER CORP.

Exhibit 99.1 GLENFARNE MERGER CORP. Report of Independent Registered Public Accounting Firm F-2 Balance Sheet (as Restated) F-3 Notes to Financial Statement (as Restated) F-4 F-1 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors of Glenfarne Merger Corp. Opinion on the Financial Statement We have audited the accompanying balance sheet of Glenfarne M

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 23, 2021 Glenfarne Merger Corp. (Exact name of registrant as specified in its charter) Delaware 001-40245 85-1535392 (State or other jurisdiction of incorpor

Glenfarne Merger Corp., Class A / Linden Capital L.P. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Glenfarne Merger Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 378579106 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desig

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): January 14, 2022 Glenfarne Merger Corp. (Exact name of registrant as specified in its charter) Delaware 001-40245 85-1535392 (State or other jurisdiction of incorporation) (Commission

Glenfarne Merger Corp., Class A / Magnetar Financial LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Glenfarne Merger Corp. (Name of Issuer) Common Stock ? Class A (Title of Class of Securities) 378579106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40245 Glenfarne Merger

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40245 Glenfarne Merger Corp

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 28, 2021 Glenfarne Merger Corp. (Exact name of registrant as specified in its charter) Delaware 001-40245 85-1535392 (State or other jurisdiction of incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40245 Glenfarne Merger Cor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: March 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on F

GLENFARNE MERGER CORP. COMMON STOCK AND WARRANTS TO COMMENCE TRADING SEPARATELY ON MAY 10, 2021

Exhibit 99.1 GLENFARNE MERGER CORP. COMMON STOCK AND WARRANTS TO COMMENCE TRADING SEPARATELY ON MAY 10, 2021 New York, NY ? (May 10, 2021) - Glenfarne Merger Corp. (Nasdaq: GGMC) (the ?Company?) today announced that the holders of the units sold in the Company?s initial public offering completed on March 23, 2021 may elect to separately trade the Class A common stock and warrants underlying the un

Other Events, Financial Statements and Exhibits

8-K 1 ea140560-8kglenfarnemer.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 10, 2021 Glenfarne Merger Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-40245 85-1535392 (State or other j

GLENFARNE MERGER CORP. BALANCE SHEET

Exhibit 99.1 GLENFARNE MERGER CORP. BALANCE SHEET March 23, 2021 Pro Forma Adjustments As Adjusted (Unaudited, Restated) (Unaudited) (Unaudited) Assets: Current assets: Cash $ 3,105,634 $ 22,542,620 (a) $ 3,105,634 450,850 (b) (450,850 ) (c) (22,542,620 ) (f) Prepaid expenses 1,534,800 - 1,534,800 Total current assets 4,640,434 - 4,640,434 Cash held in Trust Account 250,000,000 22,542,620 (f) 272,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Glenfarne Merger Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Clas

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Glenfarne Merger Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 378579 106 (CUSIP Number) Brendan Duval, Chief Executive Officer Glenfarne Merger Corp. 292 Madison Avenue, 19th Floor New York, NY 1

Unregistered Sales of Equity Securities, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): April 20, 2021 Glenfarne Merger Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-40245 85-1535392 (State or other jurisdiction of incorporation) (Commission File

Glenfarne Merger Corp.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Glenfarne Merger Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 378579205** (CUSIP Number) April 5, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Glenfarne Merger Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Glenfarne Merger Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 378579 106 (CUSIP Number) Brendan Duval, Chief Executive Officer Glenfarne Merger Corp. 292 Madison Avenue, 19th Floor New York, NY 10

Joint Filing Agreement, dated as of April 6, 2021, among the Reporting Persons.*

Exhibit 7 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.

JOINT FILING AGREEMENT

EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing of Blackstone Aqua Master Sub-Fund, a sub-fund of Blackstone Global Master Fund ICAV, Blackstone Alternative Solutions L.L.C., Blackstone Holdings I L.P., Blacks

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Glenfarne Merger Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securiti

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ___)* Glenfarne Merger Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Cl

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Glenfarne Merger Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 378579205 (CUSIP Number) March 23, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to de

JOINT FILING AGREEMENT

EX-99.A EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Glenfarne Merger Corp. dated as of March 23, 2021 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 23, 2021 Glenfarne Merger Corp. (Exact name of registrant as specified in its charter) Delaware 001-40245 85-1535392 (State or other jurisdiction of incorporation) (Commission F

GLENFARNE MERGER CORP.

Exhibit 99.1 GLENFARNE MERGER CORP. Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Financial Statement F-4 F-1 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors of Glenfarne Merger Corp. Opinion on the Financial Statement We have audited the accompanying balance sheet of Glenfarne Merger Corp. (the "Company")

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendme

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. )* Glenfarne Merger Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 378579205** (CUSIP Number) Ma

Registration Rights Agreement, dated March 18, 2021, among the Company and certain securityholders

Exhibit 10.2 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of March 18, 2021, is made and entered into by and among Glenfarne Merger Corp., a Delaware corporation (the ?Company?), Glenfarne Sponsor, LLC, a Delaware limited liability company (the ?Sponsor?), and the undersigned parties listed under Holder on the signatu

Investment Management Trust Agreement, dated March 15, 2021, between the Company and Continental Stock Transfer & Trust Company

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of March 15, 2021, by and between Glenfarne Merger Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, Fil

Underwriting Agreement, dated March 18, 2021, between the Company and Mizuho Securities USA LLC

EX-1.1 2 ea138339ex1-1glenfarne.htm UNDERWRITING AGREEMENT, DATED MARCH 18, 2021, BETWEEN THE COMPANY AND MIZUHO SECURITIES USA LLC Exhibit 1.1 Glenfarne Merger Corp. 25,000,000 Units UNDERWRITING AGREEMENT New York, New York March 18, 2021 Mizuho Securities USA LLC 1271 Avenue of the Americas New York, New York 10020 As Representative of the several underwriters listed in Schedule I hereto (the “

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 18, 2021 Glenfarne Merger Corp. (Exact name of registrant as specified in its charter) Delaware 001-40245 85-1535392 (State or other jurisdiction (Commission File Number) (I.R.S

GLENFARNE MERGER CORP. ANNOUNCES PRICING OF $250 MILLION INITIAL PUBLIC OFFERING

Exhibit 99.1 GLENFARNE MERGER CORP. ANNOUNCES PRICING OF $250 MILLION INITIAL PUBLIC OFFERING NEW YORK ? March 18, 2021 - Glenfarne Merger Corp. (?GGMC?), a blank check company newly incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities in the energy trans

Letter Agreement, dated March 18, 2021, among the Company and each director and executive officer of the Company

Exhibit 10.8 March 18, 2021 Glenfarne Merger Corp. 292 Madison Avenue, 19th Floor New York, NY 10017 Mizuho Securities USA LLC 1271 Avenue of the Americas New York, NY 10020 Re: Initial Public Offering Ladies and Gentlemen: This letter (the ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Glenfarn

Amended and Restated Certificate of Incorporation of the Company(1)

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF glenfarne merger corp. March 18, 2021 Glenfarne Merger Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Glenfarne Merger Corp.?. The original certificate of incorporation of the Corporation was filed with the Sec

Letter Agreement, dated March 18, 2021, between the Company and Glenfarne Sponsor, LLC

Exhibit 10.7 March 18, 2021 Glenfarne Merger Corp. 292 Madison Avenue, 19th Floor New York, NY 10017 Mizuho Securities USA LLC 1271 Avenue of the Americas New York, NY 10020 Re: Initial Public Offering Ladies and Gentlemen: This letter (the ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Glenfarn

Warrant Agreement, dated March 18, 2021, between the Company and Continental Stock Transfer & Trust Company

Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of March 18, 2021, is by and between Glenfarne Merger Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the ?Warrant Agent? and, in its capacity as transfer agent, referred to herein as the ?Transfer Agent?). WHER

Administrative Service Agreement, dated March 18, 2021, between the Company and Glenfarne Sponsor, LLC

Exhibit 10.10 GLENFARNE MERGER Corp. 292 Madison Avenue, 19th Floor New York, NY 10017 March 18, 2021 Glenfarne Sponsor, LLC 292 Madison Avenue, 19th Floor New York, NY 10017 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Glenfarne Merger Corp. (the ?Company?) and Glenfarne Sponsor, LLC (?Provider?), dated as of the date hereof, will confirm our ag

Private Placement Units Purchase Agreement, dated March 18, 2021, between the Company and Glenfarne Sponsor, LLC

Exhibit 10.3 PRIVATE PLACEMENT units PURCHASE AGREEMENT THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (as it may from time to time be amended, this ?Agreement?), dated as of March 18, 2021, is entered into by and between Glenfarne Merger Corp., a Delaware corporation (the ?Company?), and Glenfarne Sponsor, LLC, a Delaware limited liability company (the ?Purchaser?). WHEREAS, the Company intends

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* (Name of Issuer) GLENFARNE MERGER CORP. (Name of Issuer) Class A Common Stock, par value $0.0001 per shar

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* (Name of Issuer) GLENFARNE MERGER CORP. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 378579205** (CUSIP Number) March 19, 2021 (Date of Event Which Requires Filing of this Statement) Check the ap

Glenfarne Merger Corp. $250,000,000 25,000,000 Units

PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-253206 Glenfarne Merger Corp. $250,000,000 25,000,000 Units Glenfarne Merger Corp. is a blank check company newly incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as o

- FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 GLENFARNE MERGER Corp. (Exact name of registrant as specified in its charter) Delaware 85-1535392 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

[Remainder of Page Intentionally Blank]

March 17, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

GLENFARNE MERGER CORP. 292 Madison Avenue, 19th Floor New York, NY 10017

GLENFARNE MERGER CORP. 292 Madison Avenue, 19th Floor New York, NY 10017 March 17, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Jonathan Burr Re: Glenfarne Merger Corp. Registration Statement on Form S-1 File No. 333-253206 Dear Mr. Burr: Glenfarne Merger Corp. (the ?Company?) previously requested that the e

[Remainder of Page Intentionally Blank]

March 16, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Glenfarne merger Corp. 292 Madison Avenue, 19th Floor New York, NY 10017

Glenfarne merger Corp. 292 Madison Avenue, 19th Floor New York, NY 10017 March 16, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Jonathan Burr Re: Glenfarne Merger Corp. Registration Statement on Form S-1 File No. 333-253206 Dear Mr. Burr: Glenfarne Merger Corp. (the ?Company?) hereby requests t

Form of Underwriting Agreement.*

EX-1.1 2 fs12021a1ex1-1glenfarne.htm FORM OF UNDERWRITING AGREEMENT Exhibit 1.1 Glenfarne Merger Corp. 25,000,000 Units UNDERWRITING AGREEMENT New York, New York [ ], 2021 Mizuho Securities USA LLC 1271 Avenue of the Americas New York, New York 10020 As Representative of the several underwriters listed in Schedule I hereto (the “Underwriters”) Ladies and Gentlemen: Glenfarne Merger Corp., a Delawa

Form of Registration and Stockholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.*

Exhibit 10.2 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of [], 2021, is made and entered into by and among Glenfarne Merger Corp., a Delaware corporation (the ?Company?), Glenfarne Sponsor, LLC, a Delaware limited liability company (the ?Sponsor?), and the undersigned parties listed under Holder on the signature pag

* * *

Jason T. Simon, Esq. Tel 703.749.1386 Fax 703.714.8386 [email protected] March 4, 2021 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Jonathan Burr Re: Glenfarne Merger Corp. Registration Statement on Form S-1 Filed February 17, 2021 File No. 333-253206 Dear Mr. Burr: On behalf of Glenfarne Merger Corp. (the ?Compa

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [], 2021, is by and between Glenfarne Merger Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the ?Warrant Agent? and, in its capacity as transfer agent, referred to herein as the ?Transfer Agent?). WHEREAS, o

Amended and Restated Bylaws.

Exhibit 3.3 GLENFARNE MERGER CORP. Incorporated under the laws of the State of Delaware AMENDED AND RESTATED BY-LAWS Dated as of [], 2021 TABLE OF CONTENTS Page ARTICLE I OFFICES 1 1.1. Registered Office. 1 1.2. Other Offices. 1 1.3. General. 1 ARTICLE II MEETING OF STOCKHOLDERS; STOCKHOLDERS? CONSENT IN LIEU OF MEETING 1 2.1. Annual Meetings. 1 2.2. Special Meetings. 1 2.3. Notice of Meetings. 2

- AMENDMENT NO. 1 TO FORM S-1

As filed with the U.S. Securities and Exchange Commission on March 4, 2021. Registration No. 333-253206 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Glenfarne Merger Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-1535392 (State or other jurisdiction of Incor

Consent of Terence Montgomery.*

Exhibit 99.6 Consent of Director Nominee Glenfarne Merger Corp. Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the ?Securities Act?), in connection with the Registration Statement on Form S-1 (the ?Registration Statement?) of Glenfarne Merger Corp. (the ?Company?), the undersigned hereby consents to being named and described as a director nominee in

Form of Amended and Restated Certificate of Incorporation.*

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF glenfarne merger corp. [], 2021 Glenfarne Merger Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Glenfarne Merger Corp.?. The original certificate of incorporation of the Corporation was filed with the Secretary

Form of Private Placement Units Purchase Agreement between the Registrant and the Sponsor.*

Exhibit 10.3 PRIVATE PLACEMENT units PURCHASE AGREEMENT THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (as it may from time to time be amended, this ?Agreement?), dated as of [], 2021, is entered into by and between Glenfarne Merger Corp., a Delaware corporation (the ?Company?), and Glenfarne Sponsor, LLC, a Delaware limited liability company (the ?Purchaser?). WHEREAS, the Company intends to con

Consent of Anthony Otten.*

Exhibit 99.4 Consent of Director Nominee Glenfarne Merger Corp. Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the ?Securities Act?), in connection with the Registration Statement on Form S-1 (the ?Registration Statement?) of Glenfarne Merger Corp. (the ?Company?), the undersigned hereby consents to being named and described as a director nominee in

Specimen Warrant Certificate.

Exhibit 4.3 [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW Glenfarne merger Corp. Incorporated Under the Laws of the State of Delaware CUSIP [?] Warrant Certificate This Warrant Certificate certifies that , or its registered assigns, is the registered holder of warrant(s) eviden

Form of Code of Ethics.*

EX-14 21 fs12021ex14glenfarne.htm FORM OF CODE OF ETHICS Exhibit 14 Glenfarne merger Corp. CODE OF BUSINESS CONDUCT AND ETHICS 1. Introduction The Board of Directors (the “Board”) of Glenfarne Merger Corp. (the “Company”) has adopted this code of business conduct and ethics (this “Code”), as amended from time to time by the Board, and which is applicable to all of the Company’s directors, officers

Specimen Unit Certificate.

EX-4.1 6 fs12021ex4-1glenfarne.htm SPECIMEN UNIT CERTIFICATE Exhibit 4.1 Number U- Units CUSIP [●] SEE REVERSE FOR CERTAIN DEFINITIONS GLENFARNE MERGER Corp. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE- THIRD OF ONE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists

Consent of William Mack.*

EX-99.5 27 fs12021ex99-5glenfarne.htm CONSENT OF WILLIAM MACK Exhibit 99.5 Consent of Director Nominee Glenfarne Merger Corp. Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Glenfarne Merger Corp. (the “Company”), the undersigned hereby c

Specimen Class A Common Stock Certificate.

EX-4.2 7 fs12021ex4-2glenfarne.htm SPECIMEN CLASS A COMMON STOCK CERTIFICATE Exhibit 4.2 NUMBER SHARES C- CUSIP [●] SEE REVERSE FOR CERTAIN DEFINITIONS Glenfarne merger Corp. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF GLENFARNE MERG

Form of Amended and Restated Bylaws(2)

EX-3.2 4 fs12021ex3-2glenfarne.htm FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF glenfarne merger corp. [], 2021 Glenfarne Merger Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Glenfarne Merger Corp

Form of Amended and Restated Bylaws(2)

EX-3.3 5 fs12021ex3-3glenfarne.htm FORM OF AMENDED AND RESTATED BYLAWS Exhibit 3.3 GLENFARNE MERGER CORP. Incorporated under the laws of the State of Delaware AMENDED AND RESTATED BY-LAWS Dated as of [], 2021 TABLE OF CONTENTS Page ARTICLE I OFFICES 1 1.1. Registered Office. 1 1.2. Other Offices. 1 1.3. General. 1 ARTICLE II MEETING OF STOCKHOLDERS; STOCKHOLDERS’ CONSENT IN LIEU OF MEETING 1 2.1.

Form of Indemnity Agreement.

EX-10.4 14 fs12021ex10-4glenfarne.htm FORM OF INDEMNITY AGREEMENT Exhibit 10.4 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between Glenfarne Merger Corp., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in o

Form of Private Placement Units Purchase Agreement between the Registrant and the Sponsor.*

Exhibit 10.3 PRIVATE PLACEMENT units PURCHASE AGREEMENT THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (as it may from time to time be amended, this ?Agreement?), dated as of [], 2021, is entered into by and between Glenfarne Merger Corp., a Delaware corporation (the ?Company?), and Glenfarne Sponsor, LLC, a Delaware limited liability company (the ?Purchaser?). WHEREAS, the Company intends to con

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [], 2021, is by and between Glenfarne Merger Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the ?Warrant Agent? and, in its capacity as transfer agent, referred to herein as the ?Transfer Agent?). WHEREAS, o

Form of Nominating and Corporate Governance Charter.*

EX-99.3 25 fs12021ex99-3glenfarne.htm FORM OF NOMINATING AND CORPORATE GOVERNANCE CHARTER Exhibit 99.3 Glenfarne merger Corp. Corporate Governance AND Nominating Committee CHARTER I. Purpose The purposes of the Corporate Governance and Nominating Committee (the “Committee”) of the Board of Directors (the “Board”) of Glenfarne Merger Corp. (the “Company”) shall be to: (a) identify and to recommend

Power of Attorney.**

As filed with the U.S. Securities and Exchange Commission on February 17, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Glenfarne Merger Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-1535392 (State or other jurisdiction of Incorporation or organizat

Certificate of Incorporation.*

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF Glenfarne Acquisition Corp. THE UNDERSIGNED, acting as the incorporator of a corporation under and in accordance with the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended from time to time (the ?DGCL?), hereby adopts the following Certificate of Incorporation (the ?Certificate?) for such corporation: Articl

Form of Administrative Services Agreement.*

Exhibit 10.10 GLENFARNE MERGER Corp. 292 Madison Avenue, 19th Floor New York, NY 10017 [?], 2021 Glenfarne Sponsor, LLC 292 Madison Avenue, 19th Floor New York, NY 10017 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Glenfarne Merger Corp. (the ?Company?) and Glenfarne Sponsor, LLC (?Provider?), dated as of the date hereof, will confirm our agreeme

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [], 2021, by and between Glenfarne Merger Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No.

Form of Audit Committee Charter.*

Exhibit 99.1 Glenfarne merger CORP. Audit Committee CHARTER I. Purpose The purposes of the Audit Committee (the ?Committee?) of the Board of Directors (the ?Board?) of Glenfarne Merger Corp. (the ?Company?) shall be to provide assistance to the Board in fulfilling its legal and fiduciary obligations to oversee: A. the quality and integrity of the Company?s financial statements and other financial

Form of Underwriting Agreement.*

Exhibit 1.1 Glenfarne Merger Corp. 25,000,000 Units UNDERWRITING AGREEMENT New York, New York [ ], 2021 Mizuho Securities USA LLC 1271 Avenue of the Americas New York, New York 10020 As Representative of the several underwriters listed in Schedule I hereto (the ?Underwriters?) Ladies and Gentlemen: Glenfarne Merger Corp., a Delaware corporation (the ?Company?), proposes to issue and sell to the se

Founder Shares Subscription Agreement, dated July 22, 2020, between the Issuer and the Sponsor (incorporated by reference to Exhibit 10.6 to the Issuer’s Registration Statement on Form S-1 (File No. 333-253206), filed with the Securities and Exchange Commission on February 17, 2021).

Exhibit 10.6 Glenfarne Merger Corp. 292 Madison Avenue 19th Floor New York, NY 10017 July 22, 2020 Glenfarne Sponsor, LLC 292 Madison Avenue 19th Floor New York, NY 10017 RE: Subscription Agreement for Founder Shares Ladies and Gentlemen: We are pleased to accept the offer Glenfarne Sponsor, LLC (the ?Subscriber? or ?you?) has made to purchase 8,625,000 shares (?Founder Shares?) of Class B common

Promissory Note, dated July 22, 2020, issued to Glenfarne Sponsor, LLC(2)

EX-10.5 15 fs12021ex10-5glenfarne.htm PROMISSORY NOTE, DATED JULY 22, 2020, ISSUED TO THE SPONSOR Exhibit 10.5 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECUR

Form of Registration and Stockholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.*

EX-10.2 12 fs12021ex10-2glenfarne.htm FORM OF REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT AMONG THE REGISTRANT, THE SPONSOR AND THE HOLDERS SIGNATORY THERETO Exhibit 10.2 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [], 2021, is made and entered into by and among Glenfarne Merger Corp., a Delaware corporation (th

Form of Letter Agreement between the Registrant and the Sponsor.*

Exhibit 10.7 [], 2021 Glenfarne Merger Corp. 292 Madison Avenue, 19th Floor New York, NY 10017 Mizuho Securities USA LLC 1271 Avenue of the Americas New York, NY 10020 Re:? Initial Public Offering Ladies and Gentlemen: This letter (the ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Glenfarne Mer

Form of Compensation Committee Charter.*

EX-99.2 24 fs12021ex99-2glenfarne.htm FORM OF COMPENSATION COMMITTEE CHARTER Exhibit 99.2 Glenfarne merger Corp. Compensation Committee Charter I. Purpose The purposes of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Glenfarne Merger Corp. (the “Company”) shall be to oversee the Company’s compensation and employee benefit plans and practices, including its

Form of Securities Assignment Agreement, among Glenfarne Sponsor, LLC and the director nominees of the Registrant(2)

EX-10.9 19 fs12021ex10-9glenfarne.htm FORM OF SECURITIES ASSIGNMENT AGREEMENT, AMONG THE SPONSOR AND THE DIRECTOR NOMINEES OF THE REGISTRANT Exhibit 10.9 FORM OF SECURITIES ASSIGNMENT AGREEMENT This Securities Assignment Agreement is dated as of , 2021 (this “Assignment”), by and among Glenfarne Sponsor, LLC, a Delaware limited liability company (the “Seller”), and the parties identified on the si

Form of Letter Agreement among the Registrant and each director and executive officer of the Registrant.*

EX-10.8 18 fs12021ex10-8glenfarne.htm FORM OF LETTER AGREEMENT AMONG THE REGISTRANT AND EACH DIRECTOR AND EXECUTIVE OFFICER OF THE REGISTRANT Exhibit 10.8 [ ], 2021 Glenfarne Merger Corp. 292 Madison Avenue, 19th Floor New York, NY 10017 Mizuho Securities USA LLC 1271 Avenue of the Americas New York, NY 10020 Re: Initial Public Offering Ladies and Gentlemen: This letter (the “Letter Agreement”) is

CERTIFICATE OF INCORPORATION OF Glenfarne Acquisition Corp.

EX-3.1 2 filename2.htm Exhibit 3.1 CERTIFICATE OF INCORPORATION OF Glenfarne Acquisition Corp. THE UNDERSIGNED, acting as the incorporator of a corporation under and in accordance with the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended from time to time (the “DGCL”), hereby adopts the following Certificate of Incorporation (the “Certificate”) for s

-

As confidentially submitted to the U.S. Securities and Exchange Commission on August 4, 2020. This draft registration statement has not been filed, publicly or otherwise, with the U.S. Securities and Exchange Commission and all information contained herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRAT

Consent of Director Nominee Glenfarne Merger Corp.

EX-99.6 7 filename7.htm Exhibit 99.6 Consent of Director Nominee Glenfarne Merger Corp. Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Glenfarne Merger Corp. (the “Company”), the undersigned hereby consents to being named and described a

PROMISSORY NOTE

Exhibit 10.5 THIS PROMISSORY NOTE (THIS ?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAK

Consent of Director Nominee Glenfarne Merger Corp.

EX-99.4 5 filename5.htm Exhibit 99.4 Consent of Director Nominee Glenfarne Merger Corp. Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Glenfarne Merger Corp. (the “Company”), the undersigned hereby consents to being named and described a

Consent of Director Nominee Glenfarne Merger Corp.

Exhibit 99.5 Consent of Director Nominee Glenfarne Merger Corp. Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the ?Securities Act?), in connection with the Registration Statement on Form S-1 (the ?Registration Statement?) of Glenfarne Merger Corp. (the ?Company?), the undersigned hereby consents to being named and described as a director nominee in

Glenfarne Merger Corp. 292 Madison Avenue 19th Floor New York, NY 10017

Exhibit 10.6 Glenfarne Merger Corp. 292 Madison Avenue 19th Floor New York, NY 10017 July 22, 2020 Glenfarne Sponsor, LLC 292 Madison Avenue 19th Floor New York, NY 10017 RE: Subscription Agreement for Founder Shares Ladies and Gentlemen: We are pleased to accept the offer Glenfarne Sponsor, LLC (the ?Subscriber? or ?you?) has made to purchase 8,625,000 shares (?Founder Shares?) of Class B common