8-K

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 jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

292 Madison Avenue, 19th Floor New York, NY	10017
(Address of principal executive offices)	(Zip code)

(212) 500-5454
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

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

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-third of one Warrant	GGMCU	The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share	GGMC	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	GGMCW	The Nasdaq Stock Market LLC

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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).

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 8.01. Other Events.

On May 10, 2021, Glenfarne Merger Corp., (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Company’s units (the “Units”) may elect to separately trade the Class A common stock and warrants included in the Units commencing on May 10, 2021. Those Units that are not separated will continue to trade on the Nasdaq Capital Market (the “Nasdaq”), under the symbol “GGMCU,” and each of the shares of Class A common stock and warrants that are separated will trade on the Nasdaq under the symbols “GGMC” and “GGMCW,” respectively.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release of Glenfarne Merger Corp., dated May 10, 2021

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	GLENFARNE MERGER CORP.
	By:	/s/ Brendan Duval
		Name: Brendan Duval
		Title: Chief Executive Officer
Date: May 10, 2021

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EX-99.1

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 units commencing on May 10, 2021. Those units that are not separated will continue to trade on the Nasdaq Capital Market (“Nasdaq”), under the ticker symbol “GGMCU,” and the Class A common stock and the warrants are expected to trade under the symbols “GGMC” and “GGMCW,” respectively.

Glenfarne Merger Corp. is a blank check company led by the management team at Glenfarne Group, LLC, 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 transition and electrification sector in the Americas. For more information, please visit www.glenfarnemerger.com.

Mizuho Securities USA LLC acted as sole book-running manager in the offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Forward Looking Statements

This press release contains statements that constitute “forward-looking statements,” including with respect to the anticipated use of the net proceeds of the public offering and the Company’s search for an initial business combination. No assurance can be given that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section of the Company’s registration statement and prospectus for the Company’s offering filed with the SEC. Copies of these documents are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

About Glenfarne Group

Glenfarne is a privately held energy and infrastructure development and management firm based in New York City and Houston, Texas with offices in Panama City, Panama; Santiago, Chile and Bogota, Colombia. Glenfarne’s seasoned executives, asset managers and operators develop, acquire, manage and operate energy and infrastructure assets throughout North and South America and Asia. For more information, please visit www.glenfarnegroup.com.

Contact:

Kris Cole

Pro-glenfarne@prosek.com

(310) 652-1411