| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 03/18/2021 | 3. Issuer Name and Ticker or Trading Symbol Glenfarne Merger Corp. [ GGMC ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Class B common stock | (1) | (1) | Class A common stock | 7,101,250(2)(3) | (1) | D | |
| Explanation of Responses: |
| 1. The shares of Class B common stock will automatically convert into shares of Class A common stock on the first business day following the consummation of the Issuer's initial business combination, on a one-for-one basis, subject to adjustment as set forth in the Issuer's registration statement on Form S-1 (File No. 333-253206) and have no expiration date. |
| 2. Includes up to 937,500 shares subject to forfeiture by Glenfarne Sponsor, LLC (the "Sponsor") depending on the extent to which the underwriters' over-allotment option to purchase additional units is exercised. |
| 3. The shares are held in the name of the Sponsor. The Sponsor is controlled by Mr. Brendan Duval. Accordingly, Mr. Duval shares voting and dispositive power over the securities held by the Sponsor and may be deemed to beneficially own these securities. Mr. Duval disclaims beneficial ownership of the shares held by the Sponsor except to the extent of his pecuniary interest therein. Certain of the Issuer's other directors and officers hold economic interests in the Sponsor and pecuniary interests in certain of the securities held by the Sponsor. Each of Mr. Duval and such other directors and officers disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
| Remarks: |
| See Exhibit 24.1 - Power of Attorney |
| /s/ Alan I. Annex, Attorney-in-Fact | 03/18/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
