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

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 proposed amendment to its investment management trust agreement (the “IMTA Proposal” and together with the Charter Amendment Proposal, the “Early Termination Proposals”), dated March 15, 2021, with Continental Stock Transfer & Trust Company (the “Trust Agreement”), at the special meeting to be held on December 12, 2022 (the “Special Meeting”), and subject to the consent of the Company’s board of directors, the Company will redeem all of its outstanding shares of Class A common stock (the “public shares”), effective as of the close of business on December 16, 2022 (the “Redemption Date”), because the Company will not complete an initial business combination within the time period required by its Charter, as amended pursuant to the Charter Amendment Proposal, if approved by the Company’s stockholders (the “Amended Charter”). The Company’s management evaluated over 150 potential targets and completed extensive due diligence on approximately 16 of such targets, but ultimately was unable to complete a business combination due to various reasons, including but not limited to changing market conditions.

There can be no assurance that the Company’s stockholders will approve the Early Termination Proposals at the Special Meeting, and if such approval is not obtained the Company will redeem the public shares pursuant to the terms of its Charter and the existing Trust Agreement.

Pursuant to the Charter, the Company has until March 23, 2023 to consummate an initial business combination. If the Company has not completed an initial business combination within the applicable required time, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors in accordance with applicable law, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.