Item 1.01. Entry into a Material Definitive Agreement.

The information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01 to the extent required herein. As approved by its stockholders at the special meeting (defined below), on December 12, 2022, Glenfarne Merger Corp. (the "Company") and Continental Stock Transfer & Trust Company entered into an amendment to the Investment Management Trust Agreement, dated March 15, 2021, by and between Continental Stock Transfer & Trust Company and the Company (the "Trust Agreement"). A copy of the amendment to the Trust Agreement is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03 to the extent required herein. As approved by its stockholders at the special meeting, on December 12, 2022, the Company filed a certificate of amendment to its amended and restated certificate of incorporation (the "Charter") which became effective upon filing. A copy of the certificate of amendment to the Charter is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On December 12, 2022, the Company held a special of stockholders (the "special meeting"). On November 18, 2022, the record date for the special meeting, there were 28,109,347 shares of Class A common stock outstanding and 6,813,566 shares of Class B common stock outstanding entitled to be voted at the special meeting, approximately 82.38% of which were represented in person or by proxy at the special meeting.

The final results for each of the matters submitted to a vote of the Company's stockholders at the special meeting are as follows:

1. Charter Amendment Proposal

The stockholders approved the proposal to amend (the "Charter Amendment") the Company's Charter, in the form attached in the proxy statement as Annex A, to (i) change the date by which the Company must consummate the initial business combination from March 23, 2023 (the "Original Termination Date") to the time and date immediately following the filing of such amendment with the Secretary of State of the State of Delaware, or the Accelerated Termination Date, (ii) remove the Redemption Limitation (as defined in the amended and restated certificate of incorporation) to allow the Company to redeem public shares notwithstanding the fact that such redemption would result in the Company having net tangible assets of less than $5,000,001 and (iii) allow the Company to remove up to $100,000 of interest earned on the amount on deposit in the trust account prior to redeeming the public shares in connection with the special meeting in order to pay dissolution expenses. The voting results were as follows:





   FOR       AGAINST   ABSTAIN   BROKER NON-VOTES
28,768,364    2,479       0             0




2. Trust Amendment Proposal

The stockholders approved the proposal to amend the Trust Agreement (the "Trust Amendment"), pursuant to an amendment in the form attached in the proxy statement as Annex B, to change the date on which the trustee must commence liquidation of the trust account established in connection with the Company's initial public offering to the time and date immediately the Accelerated Termination Date. The voting results were as follows:





   FOR       AGAINST   ABSTAIN   BROKER NON-VOTES
28,764,664    2179        0             0




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Item 8.01. Other Events.

In connection with the votes to approve the Charter Amendment and the Trust Amendment, the holders of 26,914,546 shares of common stock of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.10 per share, for an aggregate redemption amount of approximately $271.98 million, leaving approximately $3.43 million in the trust account.

Item 9.01. Financial Statements and Exhibits





(c) Exhibits:



Exhibit No.   Description
3.1             Certificate of Amendment to the Amended and Restated Certificate of
              Incorporation of Glenfarne Merger Corp., dated December 12, 2022.
10.1            Amendment to the Investment Management Trust Agreement, dated March
              15, 2021, by and between Glenfarne Merger Corp. and Continental Stock
              Transfer & Trust Company.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).




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