Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On May 28, 2021, Glenfarne Merger Corp. (the "Company") received a notice (the
"Notice") from the Listing Qualifications Department of The Nasdaq Capital
Market ("Nasdaq") indicating that the Company is now subject to the procedures
set forth in Section 5250(c)(1) of the Nasdaq Listing Rules (the "Rule") due to
a delay in filing its Quarterly Report on Form 10-Q for the quarter ended March
31, 2021 (the "Form 10-Q") with the Securities and Exchange Commission (the
"SEC"). The Notice had no immediate effect on the listing or trading of the
Company's securities on Nasdaq.
Nasdaq informed the Company that, under the Rule, the Company has 60 calendar
days from the date of the Notice, or until July 27, 2021, to submit a plan to
regain compliance with the Rule, provided that the Company will not be required
to submit a plan if the Form 10-Q is filed before such date.
As the Company reported in its Form 12b-25 filed with the SEC on May 18, 2021,
the Company was unable to file the Form 10-Q within the prescribed time period
without unreasonable effort or expense. The Company was unable to meet the
filing deadline for the Form 10-Q because the Company, its accountants and its
auditors needed additional time to finalize the Company's financial statements
to be included in its Form 10-Q. As previously disclosed in the Form 8-K filed
by the Company on April 26, 2021, the Company reassessed its accounting for its
warrants issued in March 2021 in light of the statement issued by the staff of
the SEC on April 12, 2021 on Accounting and Reporting Considerations for
Warrants Issued by Special Purpose Acquisition Companies ("SPACs"). Based on
this reassessment, management determined that its warrants should be classified
as liabilities measured at fair value upon issuance, with subsequent changes in
fair value reported in the Company's statement of operations each reporting
period.
On June 1, 2021, the Company filed its Form 10-Q. On June 3, 2021, Nasdaq
notified the Company that it has regained compliance with the Rule.
Cautionary Statements Regarding Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the safe harbor provisions of the United States Private Securities
Litigation Reform Act of 1995. Certain of these forward-looking statements can
be identified by the use of words such as "believes," "expects," "intends,"
"plans," "estimates," "assumes," "may," "should," "will," "seeks," or other
similar expressions. Such statements may include, but are not limited to,
statements regarding the Company's ability to become current in its SEC
reporting obligations. These statements are based on current expectations on the
date of this Current Report on Form 8-K and involve a number of risks and
uncertainties that may cause actual results to differ significantly. The Company
does not assume any obligation to update or revise any such forward-looking
statements, whether as the result of new developments or otherwise. Readers are
cautioned not to put undue reliance on forward-looking statements.
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