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~~December 149, 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 File Number)		(I.R.S. Employer Identification No.)

292 Madison Avenue, 19^th 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 (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(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 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 48.~~02.~~01 ~~Non-Reliance~~Other ~~on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review~~Events.

~~As a~~On ~~result~~December of9, ~~changes~~2022, Glenfarne toMerger ~~industry~~Corp. ~~practice~~(the ~~and~~“Company”) ~~new~~issued ~~consensus~~a inpress ~~the~~release ~~accounting~~announcing ~~profession,~~that ~~the~~if ~~management~~stockholders ofapprove ~~Glenfarne~~a ~~Merger~~proposed ~~Corp.~~ amendment (the “~~Company~~Charter Amendment Proposal”) ~~has~~to ~~reevaluated~~its ~~the~~Amended ~~Company’s~~and ~~application~~Restated Certificate of ~~ASC~~Incorporation ~~480-10-S99-3A~~(the “Charter”) and a proposed amendment to its ~~accounting~~investment ~~classification~~management oftrust agreement (the ~~redeemable~~“IMTA Proposal” and together with the Charter Amendment ~~shares~~Proposal, ofthe ~~Class~~“Early ATermination ~~common~~Proposals”), ~~stock~~dated March 15, ~~par~~2021, ~~value~~with ~~$0.0001~~Continental ~~per~~Stock ~~share~~Transfer & Trust Company (the “~~Public~~Trust ~~Shares~~Agreement”), ~~issued~~at asthe ~~part~~special ofmeeting ~~the~~to ~~units~~be ~~sold~~held inon ~~the Company’s~~December ~~initial~~12, ~~public~~2022 ~~offering~~ (the “~~IPO~~Special Meeting”), onit ~~March~~will ~~23,~~redeem all ~~2021.~~of ~~Historically,~~its aoutstanding ~~portion~~Class ofA ~~the~~common ~~Public~~stock, ~~Shares~~par ~~was~~value ~~classified as~~$0.0001 ~~permanent~~(the ~~equity~~“Class toA ~~maintain~~common ~~stockholders’~~stock”), ~~equity~~effective ~~greater~~as ~~than~~of $5the ~~million~~close of business on ~~the~~December ~~basis~~16, ~~that~~2022, because the Company will not ~~redeem~~consummate ~~its~~an ~~Public Shares~~initial inbusiness ancombination ~~amount~~within ~~that~~the ~~would~~time ~~cause~~period required by its ~~net~~Charter, ~~tangible~~as ~~assets~~amended pursuant to bethe ~~less~~Charter ~~than~~Amendment $5Proposal,~~000,001,~~ asif ~~described~~approved inby the Company’s ~~amended~~stockholders. ~~and~~There can be no ~~restated~~assurance ~~certificate~~that ofthe ~~incorporation~~Company’s (stockholders will approve the ~~“Charter”).~~Early ~~Pursuant~~Termination toProposals ~~such~~at ~~reevaluation~~the Special Meeting, and if such approval is not obtained the Company’s ~~management~~will ~~has~~redeem ~~determined that~~ the ~~Public~~outstanding ~~Shares~~Class ~~include~~A ~~certain~~common ~~provisions~~stock ~~that~~pursuant ~~require~~to ~~classification~~the terms of ~~the~~its ~~Public~~Charter ~~Shares~~and asthe ~~temporary~~existing ~~equity~~Trust Agreement. ~~regardless~~A copy of the ~~minimum~~ ~~net~~press ~~tangible~~release ~~assets~~is ~~redemption~~attached ~~limitation~~hereto ~~contained~~as inExhibit ~~the~~99.1 ~~Charter~~and is incorporated herein by reference.

In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;” the Company evaluated the errors and initially determined that the related impacts were not material to the previously filed financial statements, but that correcting the cumulative impact of such errors would be significant to the Company’s balance sheet and the statements of operations for the three months ended September 30, 2021 and for the period from June 16, 2020 (inception) through September 30, 2021. Accordingly, the Company corrected such errors by adjusting its prior financial statements and classified all its Class A common stock as temporary equity. This reclassification of equity was reflected in its Quarterly Report on Form 10Forward-QLooking ~~for the quarterly period ended September 30, 2021 (the “Q3 Form 10-Q”), filed with the Securities and Exchange Commission on November 15, 2021 as a revision.~~Statements

~~However,~~The onforegoing ~~January 14,~~Current ~~2022,~~Report ~~the~~on ~~Company’s~~Form ~~management~~8-K and the ~~audit~~accompanying ~~committee~~press ofrelease ~~the~~include ~~Company’s~~certain ~~board~~forward-looking ofstatements ~~directors~~within ~~concluded that~~ the ~~Company’s~~ ~~previously~~meaning ~~issued~~of ~~(i)~~the ~~audited~~Private ~~balance~~Securities Litigation ~~sheet~~Reform asAct of ~~March 23~~1995, ~~2021~~including ~~(the~~statements ~~“Closing~~relating ~~Balance~~to ~~Sheet”), filed with~~ the ~~Securities~~proposed ~~and~~early ~~Exchange~~unwind ~~Commission~~of (the ~~“SEC”)~~Company, asthe anestimated ~~exhibit to its current report on Form 8~~per-Kshare ~~filed on March~~redemption ~~29,~~price ~~2021~~and ~~(the~~timing ~~“Original~~for ~~8-K”),~~redemptions ~~(ii)~~and ~~revision~~delisting toof the ~~unaudited~~Company’s ~~interim~~securities. ~~financial~~These forward-looking statements ~~included~~involve inmany ~~the~~risks ~~Company’s~~and ~~quarterly~~uncertainties ~~report~~that oncould ~~Form~~cause ~~10-Q~~actual ~~for~~results ~~the~~to ~~quarterly~~differ ~~period~~materially ~~ended~~from ~~March~~those ~~31,~~expressed ~~2021,~~or ~~filed~~implied ~~with~~by ~~the~~such ~~SEC on June 1~~statements, ~~2021~~including, ~~(iii)~~without ~~revision~~limitation, to the ~~unaudited~~receipt ~~interim~~of ~~financial~~the ~~statements~~requisite ~~included~~stockholder inapproval of the ~~Company’s~~Early ~~quarterly~~Termination ~~report~~Proposals onand ~~Form~~that ~~10-Q~~a ~~for~~sum ~~the~~sufficient to ~~quarterly~~redeem ~~period~~the ~~ended~~public ~~June~~shares ~~30,~~has ~~2021,~~been ~~filed~~irrevocably ~~with~~deposited ~~the~~or ~~SEC~~set onaside ~~August~~to ~~13,~~pay ~~2021,~~the ~~and~~Redemption ~~(iv)~~Amount ~~Note~~for 2each topublic ~~the~~share. ~~unaudited~~These ~~interim financial~~forward-looking statements ~~and~~speak ~~Item~~only 4as of ~~Part~~the Idate ~~included~~of in the Q3foregoing ~~Form 10-Q~~communication, ~~filed~~and ~~with~~ the ~~SEC~~Company onexpressly ~~November~~disclaims ~~15,~~any ~~2021~~obligation ~~(collectively,~~or ~~the~~undertaking ~~“Affected~~to ~~Periods”),~~disseminate ~~should~~any beupdates ~~restated~~or revisions to ~~report~~any ~~all~~forward-looking ~~Public~~statement ~~Shares~~contained asherein ~~temporary~~to ~~equity~~reflect ~~and~~any ~~should~~change noin ~~longer~~its beexpectations ~~relied~~with ~~upon,~~regard ~~because~~thereto ~~the~~or ~~related~~any ~~impact~~change ~~was~~in ~~material~~events, toconditions ~~the~~or ~~previously~~circumstances ~~presented~~on ~~financial~~which ~~statements and~~any ~~the~~such ~~revision~~statement ~~should~~is ~~have~~based. ~~instead~~Please ~~been~~refer ~~characterized~~to asthe apublicly filed ~~restatement.~~documents Asof ~~such,~~ the Company, ~~intends~~including toits ~~restate~~most ~~the~~recent ~~Closing Balance~~Annual ~~Sheet~~Report inon ~~Amendment~~Form ~~No. 1 to the Original 8~~10-K, toand beQuarterly ~~filed~~Reports ~~with~~on ~~the~~Form ~~SEC~~10-Q, ~~and~~for torisks ~~restate its remaining financial statements~~and ~~for~~uncertainties ~~the~~related ~~Affected Periods in Amendment No. 1~~ to the Company’s Q3business ~~Form~~which ~~10-Q,~~may toaffect ~~be filed with~~ the ~~SEC~~statements ~~(the~~made ~~“Q3~~in ~~Form 10-Q/A”)~~this communication.

~~After~~Item ~~re-evaluation, the~~9.01. ~~Company’s~~Financial ~~management~~Statements ~~has concluded that in light of the errors described above, a material weakness existed in the Company’s internal control over financial reporting during the Affected Periods~~ and ~~that the Company’s disclosure controls and procedures were not effective~~Exhibits. ~~The Company’s remediation plan with respect to such material weakness will be described in more detail in the Q3 Form 10-Q/A.~~

~~The Company does not expect any of the above changes will have any impact on its cash position and cash held in the trust account established in connection with the IPO~~(d) Exhibits.

The Company has discussed the matters disclosed in this Current Report on Form 8-K with its independent registered public accounting firm, WithumSmith+Brown, PC.

Exhibit No.		Description
99.1		Press release, dated December 9, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

Glenfarne merger corp.

By:	/s/ Brendan Duval
	Name:	Brendan Duval
	Title:	Chief Executive Officer

Date: ~~January~~December 219, 2022

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